-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PVC66Cbx34Z/49mc6+AjMvL5k9nGEWVhAxpMoHltjHtfIFXn9z2WJyHGRDnZ/+SD vkx1bznzGaJN7oOAQ0CVUg== 0000950162-94-000467.txt : 19940517 0000950162-94-000467.hdr.sgml : 19940517 ACCESSION NUMBER: 0000950162-94-000467 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 7 REFERENCES 429: 033-25926 FILED AS OF DATE: 19940516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: 3561 IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-33929 FILM NUMBER: 94528564 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 S-3/A 1 POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 16, 1994 Registration No. 33-33929 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ GENERAL SIGNAL CORPORATION (Exact name of registrant as specified in its charter) New York 16-0445660 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) High Ridge Park Stamford, Connecticut 06904 (203) 329-4100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) _________________________ Edgar J. Smith, Jr., Esquire General Signal Corporation High Ridge Park Stamford, Connecticut 06904 (203) 329-4100 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________ With a copy to: W. Leslie Duffy, Esquire Cahill Gordon & Reindel 80 Pine Street New York New York 10005 (212) 701-3000 _________________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum Amount of of securities Amount to be offering price aggregate offering registration to be registered registered per unit price fee Debt Securities.............. (1)(3)(5) (2) (1)(2)(3) N/A Debt Warrants................ (1)(6) (2) (1)(2)(6) N/A Preferred Stock (par value $1.00 per share)............ (1)(4)(5) (2) (1)(2)(4) N/A Preferred Stock Warrants..... (1)(6) (2) (1)(2)(6) N/A Common Stock (par value $1.00 per share)............ (1)(5) (2) (1)(2)(5) N/A Common Stock Warrants........ (1)(6) (2) (1)(2)(6) N/A Total.................... $300,000,000 (2) $300,000,000 $ (7) _________________________ (1) In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed $300,000,000. Any securities reg- istered hereunder may be sold separately or as units with other securities regis- tered hereunder. (2) The proposed maximum offering price per unit will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. (3) Subject to Footnote (1), there is being registered hereunder an indeterminate principal amount of Debt Securities (which may be senior or subordinated). (4) Subject to Footnote (1), there are being registered hereunder an indeterminate number of shares of Preferred Stock (par value $1.00 per share) as may be sold, from time to time, by the Registrant. (5) Subject to Footnote (1), there are being registered hereunder an indeterminate number of shares of Common Stock as may be sold, from time to time, by the Regis- trant, or, as may be issuable upon conversion of the Preferred Stock or certain Debt Securities registered hereby. (6) Subject to Footnote (1), there are being registered hereunder an indeterminate number of Preferred Stock Warrants, Common Stock Warrants and Debt Warrants rep- resenting rights to purchase Preferred Stock, Common Stock and Debt Securities, respectively, registered pursuant to this Registration Statement. (7) Pursuant to Rule 457 of the rules and regulations under the Securities Act of 1933, as amended, no additional filing fee is required. _________________________
The Registrant hereby amends this registration state- ment on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amend- ment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(A) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(A), may determine. Pursuant to Rule 429 of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, this post-effective amendment also consti- tutes a post-effective amendment with respect to $75,000,000 principal amount of unissued debt securities previously regis- tered under Registrant's registration statement on Form S-3 (File No. 33-25926). ______________________________________________________________ SUBJECT TO COMPLETION, DATED MAY 16, 1994 ******************************************************************* * INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMEND- * * MENT. A REGISTRATION STATEMENT WITH RESPECT TO THESE SECURI- * * TIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMIS- * * SION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY * * BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT * * BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN * * OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL * * THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH * * SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO * * REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY * * SUCH STATE. * ******************************************************************* GENERAL SIGNAL CORPORATION Debt Securities Preferred Stock Common Stock and Warrants General Signal Corporation (the "Company") may offer, from time to time, in one or more series, its unsecured senior debt securities (the "Senior Debt Securities"), warrants to purchase Senior Debt Securities (the "Senior Debt Securities Warrants"), its unsecured subordinated debt securities (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities"), warrants to purchase Subordinated Debt Securities (the "Subordinated Debt Securities Warrants" and, together with the Senior Debt Securities War- rants, the "Debt Warrants"), shares of its Preferred Stock, par value $1.00 per share (the "Preferred Stock"), warrants to pur- chase Preferred Stock (the "Preferred Stock Warrants" ), shares of its Common Stock, par value $1.00 per share (the "Common Stock") and warrants to purchase Common Stock (the "Common Stock Warrants"). The Debt Securities Warrants, together with the Preferred Stock Warrants and the Common Stock Warrants are collectively referred to herein as the "Securities Warrants." The Senior Debt Securities, the Subordinated Debt Securities, the Preferred Stock, the Common Stock and the Securities War- rants are collectively referred to herein as the "Securities." The Securities will have a maximum aggregate offering price of $300,000,000 (or the equivalent thereof in foreign currency or currency units) and will be offered on terms to be determined by market conditions at the time of sale. The Securities may be offered separately or together, in separate series, in amounts and at prices and on terms to be set forth in an accompanying prospectus supplement (a "Prospec- tus Supplement"). In addition, the specific terms of the Secu- rities in respect of which this Prospectus is being delivered, and, whether such Securities will be listed on a national secu- rities exchange, will be set forth in an accompanying Prospec- tus Supplement. The Senior Debt Securities, if issued, will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Company, and, the Subordinated Debt Securi- ties, if issued, will be unsecured and subordinated to all pre- sent and future Senior Indebtedness (as defined) of the Com- pany. See "Description of Debt Securities." ___________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________________ The Securities may be sold directly, through agents from time to time or through underwriters and/or dealers. If any agent of the Company or any underwriter is involved in the sale of the Securities, the name of such agent or underwriter and any applicable commission or discount will be set forth in the accompanying Prospectus Supplement. See "Plan of Distribution." ____________________ This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. ____________________ The date of this Prospectus is , 1994. No dealer, salesman, or any other person has been authorized to give any information or to make any representa- tions other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been autho- rized by the Company or any underwriter, dealer, or agent. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy Securities by anyone in any jurisdiction in which the offer or solicitation is not autho- rized or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make the offer or solicitation. AVAILABLE INFORMATION The Company is subject to the informational require- ments of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission") relating to its business, financial position, results of operations and other matters. Such reports and other information can be inspected and copied at the Public Reference Section maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, 15th Floor, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washing- ton, D.C. 20549, at prescribed rates. The Common Stock of the Company is listed on the New York Stock Exchange and the Pacific Stock Exchange and such material can also be inspected at the offices of such exchanges. The offices of such exchanges are: the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104, San Francisco, California 94104. The Company has filed with the Commission a regis- tration statement (the "Registration Statement") under the Securities Act of 1933 with respect to the Securities covered by this Prospectus. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to the Reg- istration Statement and to the exhibits relating thereto for further information with respect to the Company and the Secu- rities covered by this Prospectus. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference herein its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1993, (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994, (iii) report on Form 8-K dated March 7, 1986, previously filed with the Commission under File No. 1-996 and (iv) report on Form 8-K dated June 21, 1990, previously filed with the Commission under File No. 1-996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and before the termination of the offering of the securities offered hereby shall be deemed incorporated herein by reference, and such documents shall be deemed to be a part hereof from the date of filing such docu- ments. Any statement contained herein or in a document incor- porated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each per- son to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the above documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifi- cally incorporated by reference into the documents that this Prospectus incorporates). Written or oral requests should be directed to General Signal Corporation, High Ridge Park, Box 10010, Stamford, Connecticut 06904, Attention: Vice Presi- dent, General Counsel and Secretary (telephone (203) 329-4100). -2- THE COMPANY The Company, incorporated in New York in 1904, designs, manufactures and sells equipment and instruments for the process control, electrical, automotive, mass transporta- tion and telecommunications industries. The Company serves these markets through three product sectors: Process Controls, Electrical Controls, and Industrial Technology. Process Controls' major markets include the chemical, pulp and paper, industrial/municipal water and wastewater treatment, food and beverage, petroleum and petrochemical, life sciences and industrial laboratory research, electric utility and primary and fabricated metals processing industries. The Process Controls operating units, Aurora Pump, DeZurik, Kinney Vacuum, Leeds & Northrup, Lightnin and Revco/Lindberg, manufac- ture and sell centrifugal and wastewater pumps; industrial valves; high vacuum pumps; electronic measurement and control instrumentation; mechanical mixers, industrial aerators and electronically controlled feeders and scales; ultra low tem- perature laboratory freezers and carbon dioxide incubators; and heat processing equipment. Electrical Controls' major markets are the electronic equipment, non-residential construction, electric utility, petroleum and petrochemical, broadcast, and small appliance industries. The Electrical Controls operating units, Dielec- tric Communications, GS Building Systems Corp., GS Electric, O-Z/Gedney and Sola Electric manufacture and sell broadcast transmission equipment and antennas; fire alarm and emergency lighting systems, and signalling devices; electric motors; firestop products, heat-trace products, transformers, and power distribution switching equipment; electrical fittings, spe- cialty fittings and enclosures; and power conditioning equipment. Industrial Technology's principal markets are the telecommunications, auto and transit industries. Telecommuni- cations products, manufactured by the Tau-tron and Telenex units, include a comprehensive range of test instruments and systems, transmission equipment, and data-network diagnostic and management systems. The GFI-Genfare and Metal Forge units' products include electronic fareboxes, turnstiles and vending equipment, and cold-forged solid and tubular metal components for automobiles and bicycles, respectively. -3- The Company's principal executive offices are located at High Ridge Park, Stamford, Connecticut 06904. The Company's phone number is (203) 329-4100. USE OF PROCEEDS Except as otherwise provided in the Prospectus Sup- plement, the net proceeds from the sale of the Securities will be used for general corporate purposes, which may include the reduction of outstanding indebtedness, working capital increases, capital expenditures and possible acquisitions. DESCRIPTION OF DEBT SECURITIES Senior Debt Securities may be issued from time to time in series under an indenture (the "Senior Indenture"), between the Company and a trustee to be identified in the applicable Prospectus Supplement (the "Senior Trustee"). The Senior Indenture has been filed as an exhibit to the Registra- tion Statement of which this Prospectus is a part. Subordi- nated Debt Securities may be issued from time to time in series under an indenture (the "Subordinated Indenture") between the Company and a trustee to be identified in the applicable Pro- spectus Supplement (the "Subordinated Trustee"). The Subordi- nated Indenture has been filed as an exhibit to the Registra- tion Statement of which this Prospectus is a part. The Senior Indenture and the Subordinated Indenture are sometimes referred to collectively as the "Indentures," and the Senior Trustee and the Subordinated Trustee are sometimes referred to collectively as the "Trustees." The statements under this caption are brief summaries of certain provisions contained in the Indentures, do not purport to be complete and are qualified in their entirety by reference to the Indentures, including the definitions therein of certain terms, copies of which are included or incorporated by reference as exhibits to the Registration Statement of which this Prospectus is a part. Capitalized terms used herein and not defined shall have the meanings assigned to them in the relevant Indenture. The particular terms of the Debt Securities and any variations from such gen- eral provisions applicable to any series of Debt Securities will be set forth in the Prospectus Supplement with respect to such series. General Each Indenture provides for the issuance of Debt Securities in one or more series with the same or various -4- maturities at par or at a discount. Any Debt Securities bear- ing no interest or interest at a rate which at the time of issuance is below market rates will be sold at a discount (which may be substantial) from their stated principal amount. Federal income tax consequences and other special consider- ations applicable to any such discounted Debt Securities ("Dis- counted Securities") will be described in the Prospectus Sup- plement relating thereto. Neither Indenture limits the amount of Debt Securities that can be issued thereunder. Reference is made to the Prospectus Supplement for the following terms, if applicable, of the Debt Securities offered thereby: (1) the designation, aggregate principal amount, currency or composite currency and denominations; (2) the price at which such Debt Securities will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest; (3) the maturity date and other dates, if any, on which principal will be pay- able; (4) the interest rate (which may be fixed or variable), if any; (5) the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest; (6) the manner of paying principal or interest; (7) the place or places where principal and interest will be payable; (8) the terms of any mandatory or optional redemption by the Company; (9) the terms of any redemption at the option of Holders; (10) whether such Debt Securities are to be issuable as registered Debt Securities, bearer Debt Securi- ties, or both, and whether and upon what terms registered Debt Securities may be exchanged for bearer Debt Securities and vice versa; (11) whether such Debt Securities are to be represented in whole or in part by a Debt Security in global form and, if so, the identity of the depositary ("Depositary") for any glo- bal Debt Security; (12) any tax indemnity provisions; (13) if the Debt Securities provide that payments of principal or interest may be made in a currency other than that in which Debt Securities are denominated, the manner for determining such payments; (14) the portion of principal payable upon acceleration of a Discounted Security); (15) whether and upon what terms Debt Securities may be defeased; (16) any events of default or restrictive covenants in addition to or in lieu of those set forth in the Indentures; (17) provisions for elec- tronic issuance of Debt Securities or for Debt Securities in uncertificated form; (18) the terms, if any, upon which the Debt Securities will be convertible into or exchangeable for other securities or other property of the Company or another person; and (19) any additional provisions or other special terms not inconsistent with the provisions of the Indentures, -5- including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the Debt Securities. Ranking of Debt Securities The Senior Debt Securities will be unsecured and will rank equally and ratably with other unsecured and unsubordi- nated debt of the Company. The obligations of the Company pursuant to any Subor- dinated Debt Securities will be subordinate in right of payment to all Senior Indebtedness of the Company. "Senior Indebted- ness" of the Company is defined to mean the principal of (and premium, if any) and interest on (a) any and all indebtedness and obligations of the Company (including indebtedness of oth- ers guaranteed by the Company) other than the Subordinated Debt Securities, whether or not contingent and whether outstanding on the date of the Subordinated Indenture or thereafter cre- ated, incurred or assumed, which (i) are for money borrowed; (ii) are evidenced by any bond, note, debenture or similar instrument; (iii) represent the unpaid balance on the purchase price of any property, business, or asset of any kind; (iv) are obligations of the Company as lessee under any and all leases of property, equipment or other assets required to be capital- ized on the balance sheet of the lessee under generally accepted accounting principles; (v) are reimbursement obliga- tions of the Company with respect to letters of credit; and (b) any deferrals, amendments, renewals, extensions, modifica- tions and refundings of any indebtedness or obligations of the types referred to above; provided that Senior Indebtedness shall not include (i) the Subordinated Debt Securities; (ii) any indebtedness or obligation of the Company which, by its express terms or the express terms of the instrument creat- ing or evidencing it, is not superior in right of payment to the Subordinated Debt Securities; or (iii) any indebtedness or obligation incurred by the Company in connection with the pur- chase of assets, materials or services in the ordinary course of business and which constitutes a trade payable. The Subordinated Indenture does not contain any limi- tation on the amount of Senior Indebtedness which may be here- after incurred by the Company. In the event of any default in the payment of the principal of, or interest on, any Senior Indebtedness in an -6- aggregate principal amount of at least $5,000,000 or any default permitting the acceleration of Senior Indebtedness in an aggregate amount of at least $5,000,000 where notice of such default has been given to the Company, no payment with respect to the principal of or interest on the Subordinated Debt Secu- rities will be made by the Company unless and until such default has been cured or waived. Upon any payment or distri- bution of the Company's assets to creditors of the Company in a liquidation or dissolution of the Company, or in a reorganiza- tion, bankruptcy, insolvency, receivership or similar proceed- ing relating to the Company or its property, whether voluntary or involuntary, the holders of Senior Indebtedness will first be entitled to receive payment in full of all amounts due thereon before the holders of the Subordinated Debt Securities will be entitled to receive any payment upon the principal of or premium, if any, or interest on the Subordinated Debt Secu- rities. By reason of such subordination, in the event of insolvency of the Company, holders of Senior Indebtedness of the Company may receive more, ratably, and holders of the Sub- ordinated Debt Securities may receive less, ratably, than the other creditors of the Company. Such subordination will not prevent the occurrence of any Event of Default in respect of the Subordinated Debt Securities. Covenants The Senior Indenture contains, among others, the cov- enants summarized below, which will be applicable (unless waived or amended) so long as any of the Senior Debt Securities are outstanding, unless stated otherwise in the Prospectus Supplement. Limitations on Liens. If the Company or any Restricted Subsidiary shall incur, issue, assume or guarantee or suffer to exist any evidence of indebtedness for money bor- rowed ("Debt") secured by a mortgage, pledge or lien ("Mort- gage") on any Principal Property of the Company or any Restricted Subsidiary, or on any share of stock or Debt of any Restricted Subsidiary, the Company will secure or cause such Restricted Subsidiary to secure the Debt Securities equally and ratably with (or, at the Company's option, prior to) such secured Debt, unless the aggregate amount of all such secured Debt, together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in "Limitations on Sale and Lease-Back Transactions" -7- below), would not exceed 20% of Consolidated Capitalization (as defined below). The above restriction will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by (a) Mortgages on property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Sub- sidiary or Mortgages existing at the date of the Senior Inden- ture, (b) Mortgages in favor of the Company or a Restricted Subsidiary, (c) Mortgages in favor of governmental bodies to secure (i) progress, advance or other payments pursuant to any contract or provision of any statute or (ii) Debt incurred to finance the construction or improvement of the property subject to the lien, (d) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisi- tion through merger or consolidation) and purchase money and construction Mortgages which are entered into within 365 days of such purchase or construction, (e) Mortgages in favor of any customer to secure advance payments in the ordinary course of business, and (f) any extension, renewal or refunding of any Mortgage referred to in the foregoing clauses (a) through (e) inclusive. Limitations on Sale and Lease-Back Transactions. Neither the Company nor any Restricted Subsidiary (as defined below) may enter into any sale and lease-back transaction with respect to a Principal Property (as defined below) (except for transactions involving leases for a term, including renewals, of not more than three years and except for transactions between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), the acquisition of which, or comple- tion of construction and commencement of full operation of which, has occurred more than 365 days prior to such sale and lease-back transaction, unless (a) the Company or such Restricted Subsidiary could create Indebtedness secured by a Mortgage on such property pursuant to the "Limitations on Liens" covenant in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Debt Securities, or (b) within 365 days of the sale, the Company applies an amount equal to the net proceeds from the sale to the retirement (other than in satisfaction of any mandatory sinking fund obligations) of the Debt Securities, other indebtedness of the Company ranking on a parity with the Debt Securities or any indebtedness of a Restricted Subsidiary, subject to reduction as set forth in the Indenture, or expends an amount equal to such net proceeds for -8- the acquisition or construction of a Principal Property or effects a combination of such retirements and expenditures. "Attributable Debt" means, as to any particular lease under which any person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent (discounted from the respective due dates thereof at the rate implicit in the term of such lease) required to be paid by such person under such lease during the remaining term thereof. "Consolidated Capitalization" means the sum of Con- solidated Debt and Consolidated Net Worth. "Consolidated Debt" means the sum of all Debt of the Company and its Consolidated Subsidiaries, all indebtedness secured by assets of (and whether or not assumed by) the Com- pany or any Consolidated Subsidiary (which indebtedness shall be valued at the lesser of the outstanding principal amount thereof or the book value of such assets), all capitalized lease liabilities of the Company and Consolidated Subsidiaries and all outstanding obligations under guarantees and similar undertakings with respect to any such indebtedness or liabili- ties of persons other than the Company and Consolidated Subsid- iaries which is required to be reflected on the Company's bal- ance sheet (excluding any note thereto) in accordance with GAAP. "Consolidated Net Worth" means the par value (or value stated on the books of the Company) of the Capital Stock of all classes of the Company and its Consolidated Subsidiaries issued and outstanding, plus (or minus in the case of a surplus deficit), the amount of the consolidated surplus, whether capi- tal or earned, of the Company and its Consolidated Subsidiaries. "Consolidated Subsidiary" means any Subsidiary the accounts of which are consolidated with those of the Company in accordance with GAAP. "Principal Property" means all real and tangible per- sonal property owned by the Company or a Restricted Subsidiary constituting a part of any manufacturing or processing plant located within the United States, exclusive of any property which the Company shall have determined is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety. Such determination shall be -9- evidenced by an Officers' Certificate delivered to the Trustee. In the absence of any such Officers' Certificate, the Senior Trustee may be entitled to assume that any manufacturing or processing plant within the United States of the Company or a Restricted Subsidiary is a Principal Property. "Restricted Subsidiary" means (a) any Subsidiary of the Company other than (i) any Subsidiary substantially all the physical property of which is located, and substantially all the business of which is carried on, outside the United States of America, (ii) any Subsidiary the primary business of which consists of owning real property leased to the Company or any Subsidiary, or (iii) any Subsidiary primarily engaged in the business of a commercial finance company; and (b) any Subsid- iary referred to in (i), (ii) or (iii) above which the Company shall designate as a Restricted Subsidiary. The term "Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsid- iaries or by the Company and one or more other Subsidiaries. Global Securities The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities ("Global Securities") that will be deposited with, or on behalf of, a Depositary identified in the Prospectus Supplement relat- ing to such series. Global Securities will be issued in regis- tered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to Debt Securities of a series will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all Depositary arrangements. Upon the issuance of a Global Security, the Deposi- tary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal -10- amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with such Deposi- tary ("Participants"). The accounts to be credited shall be designated by the underwriters of such Debt Securities, by cer- tain agents of the Company or by the Company, if such Debt Securities are offered and sold directly by the Company. Own- ership of beneficial interests in a Global Security will be limited to Participants or persons that may hold interest through Participants. Ownership of beneficial interest in such Global Security will be shown on, and the transfer of that own- ership will be effected only through, records maintained by the Depositary with respect to Participants' to beneficial owners' interests. The laws of some states require that certain pur- chasers of securities take physical delivery of such securities in definitive form. Such ownership limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the Depositary for a Global Security, or its nominee, is the holder of such Global Security, such Depositary or such nominee, as the case may be, will be consid- ered the sole owner or holder of the Debt Securities repre- sented by such Global Security for all purposes under the Indenture governing such Debt Securities. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have Debt Securities of the series repre- sented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the owners or holders thereof under the Indenture governing such Debt Securities. Principal and interest payments on Debt Securities registered in the name of or held by a Depositary or its nomi- nee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security repre- senting such Debt Securities. The Company expects that the Depositary for Debt Securities of a series, upon receipt of any payment of principal or interest in respect of a Global Securi- ties, will immediately credit Participants' accounts with pay- ments in amount proportionate to their respective beneficial interest in the principal amount of such Global Security as shown on the records of such Depositary. The Company also expect that payments by Participants to owners of beneficial interest in such Global Security held through such Participants will be governed by standing instructions and customary prac- tices, as is now the case with securities held for the accounts -11- of customers in bearer form or registered in "street name," and will be the responsibility of such Participants. None of the Company, the Trustee for such Debt Securities, any paying agent or any registrar for such Debt Securities will have any respon- sibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in a Global Security for such Debt Securities or for maintaining, supervising or reviewing any records relating to such benefi- cial ownership interests. If a Depositary for Debt Securities of a series is at any time unwilling or unable to continue a Depositary and suc- cessor Depositary is not appointed by the Company within 90 days, the Company will issue Debt Securities of such series in definitive form in exchange for the Global Security or Securi- ties representing the Debt Securities of such a series repre- sented by one or more Global Securities and, in such event, will issue Debt Securities of such series in definitive form in exchange for the Global Security or Securities representing such Debt Securities. Interest and Foreign Currency Principal, premium, if any, and interest will be pay- able, and the Debt Securities will be transferable, in the man- ner described in the Prospectus Supplement relating to such Debt Securities. If any of the Debt Securities are sold for any for- eign currency or currency unit or if principal of, premium, if any, or any interest on any of the Debt Securities is payable in any foreign currency or currency unit, the restrictions, elections, tax consequences, specific terms and other informa- tion with respect to such issue of Debt Securities and such foreign currency or currency unit will be specified in a Pro- spectus Supplement. Consolidation, Merger, Sale or Conveyance The Indentures provide that the Company may not con- solidate with or merge into any other person or convey, trans- fer or lease its properties and assets substantially as an entirety to any person and the Company shall not permit any person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless (i) the successor corporation shall be a corporation organized and validly existing under the -12- laws of the United States, any State thereof or the District of Columbia, and shall expressly assume by a supplemental inden- ture all obligations of the Company under the applicable Inden- ture, the Debt Securities issued under such Indenture and any coupons pertaining thereto; (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Com- pany or such Subsidiary at the time of such transaction, no Default, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing; (iii) if, as a result of any such transaction a Principal Property would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Senior Indenture, the Company or such succes- sor Person, as the case may be, secures the Senior Debt Securi- ties equally and ratably with or prior to such Lien. The suc- cessor shall be substituted for the Company and thereafter all obligations of the Company under the applicable Indenture, the Debt Securities issued under such Indenture and any coupons pertaining thereto shall terminate. Events of Default; Waiver and Notice Thereof; Debt Securities in Foreign Currencies As to any series of Debt Securities, an Event of Default occurs if (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default contin- ues for a period of 30 days; (2) the Company defaults in the payment of the prin- cipal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and the Default continues for a period of five days; (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after notice is given by the Holders of at least 25% in principal amount of the series of Debt Secu- rities issued under the applicable Indenture; and -13- (4) certain events of bankruptcy, insolvency and reorganization occur with respect to the Company. If an Event of Default occurs and is continuing with respect to any series of Debt Securities, the applicable Trus- tee, by notice to the Company, or the holders of at least 25% in principal amount of the Debt Securities of the series, by notice to the Company and the Trustee, may declare the princi- pal (or, in the case of Discounted Securities, the portion thereof specified in the terms thereof) and accrued interest thereon on all Debt Securities of the series to be immediately due and payable. Upon certain conditions such declarations may be annulled and past defaults (except for defaults in the pay- ment of principal of, any premium on, or any interest on, such Debt Securities) may be waived by the holders of a majority in principal amount of the Debt Securities of such series. Under the Indentures, each Trustee must give to the holders of each series of Debt Securities notice of all uncured defaults known to it with respect to such series within 90 days after such a default occurs (the term default to include the events specified above without notice or grace periods); pro- vided, that except in the case of a default in the payment of principal of, any premium on, or any interest on, any of the Debt Securities, or default in the payment of any sinking fund installment or analogous obligations, a Trustee shall be pro- tected from withholding such notice if such Trustee in good faith determines that the withholding of such notice is in the interests of the holders of the Debt Securities of such series; provided, further, that in the case of a covenant default no such notice shall be given until at least 90 days after the occurrence thereof. No holder of any Debt Securities of any series may institute any action under the applicable Indenture unless (a) such holder shall have given the Trustee thereunder written notice of a continuing Event of Default with respect to the Debt Securities of such series, (b) the holders of not less than 25% in aggregate principal amount of the Debt Securities of such series shall have requested the Trustee to pursue reme- dies in respect of such Event of Default, (c) such holder or holders shall have offered the Trustee indemnity satisfactory to such Trustee, (d) the Trustee shall have failed to institute an action for 60 days thereafter and (e) no inconsistent direc- tion shall have been given to the Trustee during such 60-day -14- period by the holders of a majority in principal amount of out- standing Debt Securities of such series. The holders of a majority in aggregate principal amount of the Debt Securities of any series affected and then outstanding will have the right, subject to certain limita- tions, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exer- cising any trust or power conferred on the Trustee with respect to such series of Debt Securities. The Indentures provide that in case an Event of Default shall occur and be continuing, each Trustee, in exercising its rights and powers under the Inden- tures, will be required to use the degree of care of a prudent man in the conduct of his own affairs. The Indentures further provide that the Trustee shall not be required to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under such Indenture unless it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or lia- bility is reasonably assured to it. The Company must furnish to each Trustee within 120 days after the end of such fiscal year of the Company a state- ment signed by certain officers of the Company to the effect that the Company is not in default in the performance and observance of the terms of the relevant Indenture or, if the Company is in default, specifying such default. If any Debt Securities are denominated in currency other than that of the United States, then for the purposes of determining whether the holders of the requisite principal amount of Debt Securities have taken any action as herein described, the principal amount of such Debt Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the mar- ket rate of exchange into United States dollars for the cur- rency in which such Debt Securities are denominated (as evi- denced to the relevant Trustee by an Officers' Certificate) as of the date the taking of such action by the holders of such requisite principal amount is evidenced to the relevant Trustee as provided in the applicable Indenture. If any Debt Securities are Discounted Securities, then for the purposes of determining whether the holders of the requisite principal amount of Debt Securities have taken any action herein described, the principal amount of such Debt Securities shall be deemed to be the portion of such principal -15- amount that would be due and payable at the time of the taking of such action upon a declaration of acceleration of maturity thereof. Modification of Indentures Unless the resolution establishing the terms of a series otherwise provides, the applicable Indenture and the Debt Securities or any coupons of the series may be amended, and any default may be waived as follows: the Debt Securities and the applicable Indenture may be amended with the consent of holders of a majority in principal amount of the Debt Securi- ties of all series affected voting as one class. A default with respect to a series may be waived with the consent of the holders of a majority in principal amount of the Debt Securi- ties of the series. However, without the consent of each holder affected, no amendment or waiver may (1) reduce the amount of Debt Securities whose holders must consent to an amendment or waiver, (2) reduce the interest on or change the time for payment of interest on any Debt Security, (3) change the fixed maturity of any Debt Security, (4) reduce the princi- pal of any non-Discounted Security or reduce the amount of principal of any Discounted Security that would be due on acceleration thereof, (5) change the currency in which princi- pal or interest on a Debt Security is payable, (6) waive any default in payment of interest on or principal of a Debt Secu- rity or (7) change certain provisions of the applicable Inden- ture regarding waiver of past defaults and amendments with the consent of holders other than to increase the principal amount of Debt Securities required to consent. Without the consent of any holder, either Indenture, the Debt Securities or any cou- pons may be amended to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption of Company obliga- tions to holders in the event of a merger or consolidation requiring such assumption; to provide that specific provisions in the applicable Indenture not apply to a series of Debt Secu- rities not previously issued; to create a series and establish its terms; to provide for a separate Trustee for one or more series; or to make any change that does not materially adversely affect the rights of any holder. Defeasance Debt Securities of a series may be defeased in accor- dance with their terms and, unless the resolution establishing the terms of the series otherwise provides, as set forth below. The Company at any time may terminate as to a series all of its -16- obligations (except for certain obligations with respect to the defeasance trust and obligations to register the transfer or exchange of a Debt Security, to replace destroyed, lost or sto- len Debt Securities and coupons and to maintain agencies in respect of the Debt Securities) with respect to the Debt Secu- rities of that series and any related coupons and the appli- cable Indenture ("legal defeasance"). The Company at any time may terminate as to a series its obligations with respect to the Debt Securities and coupons of that series under the cove- nants described under "Covenants" ("covenant defeasance"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to the covenants described under "Covenants." To exercise either option as to a series, the Company must deposit in the trust (the "defeasance trust") with the applicable Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Debt Securities of the series to redemption or maturity and must comply with certain other conditions. In particular, if the defeasance occurs more than twelve months prior to the earlier of the maturity or the date fixed for redemption of the series to be defeased, the Company must obtain an opinion of tax coun- sel that the defeasance will not result in recognition for Fed- eral income tax purposes of any gain or loss to holders of the series. "U.S. Government Obligations" are direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. Conversion Rights of Debt Securities If so indicated in the applicable Prospectus Supple- ment with respect to a particular series of Debt Securities, holders of such series of Debt Securities will be entitled, at any time prior to the date set forth in the Prospectus Supple- ment relating to such series, subject to prior redemption, to convert such Debt Securities or portions thereof (which are $1,000 or integral multiples thereof) into Common Stock, at the conversion rate stated in the Prospectus Supplement, subject to adjustment as described below or in the applicable Prospectus -17- Supplement. The right to convert Debt Securities called for redemption will terminate at the close of business on the redemption date, and will be lost if not exercised prior to that time unless the Company defaults in making the payments due upon redemption. To convert a Debt Security, a Holder must (i) complete and manually sign the conversion notice (the "Con- version Notice") on the back of the Debt Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Conversion Agent or any other office or agency main- tained for such purpose, (ii) surrender the Debt Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appropriate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date by which such notice shall have been received and the Debt Security shall have been so surrendered to the Conversion Agent is the Conversion Date. Such Conversion Notice shall be irrevocable and may not be withdrawn by a Holder for any reason. Unless otherwise provided in the applicable Prospec- tus Supplement, the conversion rate is subject to adjustment upon the occurrence of certain events, including the issuance of Common Stock as a dividend or distribution on the Common Stock; subdivisions, combinations and certain reclassifications of Common Stock; the issuance to all holders of Common Stock of shares or certain rights or warrants to subscribe for shares of Common Stock at less than the then current Market Price per share; and the distribution to all holders of Common Stock of any assets (other than cash dividends paid out of retained earnings) or debt securities or any rights or warrants to pur- chase assets or debt securities. The Company may also increase the conversion rate at any time, temporarily or otherwise, by any amount so long as the conversion rate does not cause Common Stock to be issued at less than its par value. No adjustment in the conversion rate will be required unless such adjustment would require a change of at least 1% of the price then in effect; provided, however, that any adjust- ment that would otherwise be required to be made shall be car- ried forward and taken into account in any subsequent adjustment. If any Debt Security is converted between the record date for the payment of interest and the next succeeding inter- est payment date, such Debt Security must be accompanied by -18- funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted (unless such Debt Security shall have been called for redemption during such period, in which case no such payment shall be required), and the interest on the principal amount of the Debt Security being converted will be paid on such next succeeding interest payment date to the registered holder of such Debt Security on the immediately preceding record date. A Debt Security converted on an interest payment date need not be accompanied by any pay- ment, and the interest on the principal amount of the Debt Security being converted will be paid on such interest payment date to the registered holder of such Debt Security on the immediately preceding record date, except as otherwise provided by the applicable Indenture. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment will be made on conversion for interest accrued on the converted Subordinated Debt Security or for dividends on the Common Stock issued on conversion. Limitations on Issuance of Bearer Securities In compliance with United States federal tax laws and regulations, Bearer Securities (including Debt Securities in permanent global bearer form) may not be offered, sold, resold or delivered in connection with their original issuance in the United States or to United States persons (each as defined below) other than to offices located outside the United States of United States financial institutions (as defined in Treasury Regulations Section 1.165.12(c)(1)(v)) that are purchasing for their own account or for the account of a customer and that agree in writing to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. Any underwriters, agents and dealers participating in the offering of Bearer Securities must agree that such person will not offer, sell, resell, or deliver any Bearer Securities in the United States or to United States persons (other than the financial institutions which are described above, and which agree to provide a certificate to that effect) in connection with the original issuance thereof. In addition, any such underwriters, agents and dealers must agree to send a confirma- tion to each purchaser of a Bearer Security confirming that such purchaser represents that it is not a United States person or, if it is a United States person, it is a financial institu- tion described above purchasing for its own account or the account of a customer and, if such person is a dealer, that it will send similar confirmations to its purchasers. In -19- connection with the original issuance of the Bearer Securities, such Bearer Securities will be delivered in permanent form (or issued, if the obligation is not in permanent form) to the per- son entitled to physical delivery thereof only upon presenta- tion of a certificate signed by such person to the Company, underwriter, agent or dealer participating in the offering of Bearer Securities, which certificate states that the Bearer Security is not being acquired by or on behalf of a United States person, or for offer to resell or for resale to a United States person or any person inside the United States, or, if a beneficial interest in a Bearer Security is being acquired by a United States person, that such person is a financial institu- tion as defined in Treasury Regulations Section 1.165.12(c)(1)(v) or is acquiring through a financial institu- tion and that the Bearer Security is held by a financial insti- tution that has agreed to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Code and the regula- tions thereunder and that it is not purchasing for offer to resell or for resale inside the United States, Bearer Securi- ties and any coupons appertaining thereto will bear a legend substantially to the following effect: "Any United States per- son who holds this obligation will be subject to limitations under the United States income tax laws, including the limita- tions provided in Sections 165(j) and 257(a) of the Internal Revenue Code." The Code Sections referred to in such legend provide that a United States person (other than a United States financial institution described above or a United States person holding through such financial institution) who holds a Bearer Security will not be allowed to deduct any loss realized on the sale, exchange or redemption of such Bearer Security and any gain (which might otherwise be characterized as capital gain) recognized on such sale, exchange or redemption will be treated as ordinary income. As used herein, "United States person" means a citi- zen or resident of the United States, a corporation, partner- ship or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust the income of which is subject to United States federal income taxation regardless of its source, and "United States" means the United States of America (including the States and the District of Columbia), its territories, its pos- sessions, the Commonwealth of Puerto Rico and other areas sub- ject to its jurisdiction. -20- Governing Law The Indentures and the Debt Securities will be gov- erned by, and construed in accordance with, the laws of the State of New York. DESCRIPTION OF CAPITAL STOCK General The Company is authorized to issue 150,000,000 shares of Common Stock, par value $1.00 per share and 10,000,000 shares of Preferred Stock, par value $1.00 per share. All out- standing shares of Common Stock are fully paid and nonassessable. Common Stock Subject to any limitations prescribed in connection with the issuance of any outstanding shares of Preferred Stock, dividends, as determined by the Board of Directors of the Com- pany, may be declared and paid on the Common Stock from time to time out of any funds legally available therefor. The holders of Common Stock are entitled to one vote per share and do not have cumulative voting or preemptive rights. The Company's Common Stock is not subject to further calls and all of the outstanding shares of Common Stock are fully paid and nonas- sessable, except to the extent that under Section 630 of the New York Business Corporation Law, the ten largest shareholders of the Company, as determined by the fair value of their respective beneficial interests, may under certain circum- stances be held personally liable for certain debts of the Company. On March 7, 1986, the Board of Directors declared a dividend distribution of one Common Stock Purchase Right (the "Right") for each share of Common Stock outstanding on March 21, 1986. Shares issued subsequent to March 21, 1986 automatically receive these Rights. A more detailed descrip- tion of the terms of the Company's Rights is contained in the March 7, 1986 Form 8-K and the June 21, 1990 Form 8-K, both of which are incorporated herein by reference. The Board of Directors of the Company is divided into three classes having staggered three-year terms, so that the terms of approximately one-third of the directors will expire each year. The Company's Certificate of Incorporation requires -21- the affirmative vote of two-thirds of all outstanding shares entitled to vote to remove directors or to adopt, amend or repeal any By-law, or any provision of the Certificate of Incorporation, relating to (i) the number, classification and terms of office of directors, (ii) the quorum of directors required for the transaction of business, (iii) the filling of newly created directorships and vacancies occurring in the Board of Directors, (iv) the removal of directors, or (v) the power of the Board of Directors to adopt, amend or repeal By-laws of the Company or the vote of the Board of Directors required for any such adoption, amendment or repeal. The Company's Certificate of Incorporation authorizes the Board of Directors from time to time to authorize the issu- ance of Preferred Stock without any action of the shareholders and to fix the dividend and liquidaton preferences, voting rights, concession privileges and redemption terms of any series of Preferred Stock. The existence of the Rights, the division of the Board of Directors into classes and the ability to fix the terms of a series of Preferred Stock could have the effect of delaying or preventing a change in control of the Company. The Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange. The Transfer Agent for the Common Stock is The Bank of New York. Preferred Stock As of the date of the Prospectus there are no out- standing shares of Preferred Stock. The Preferred Stock may be issued by resolution of the Company's Board of Directors from time to time without any action of the shareholders. Such res- olutions may authorize issuances in one or more series, and may fix and determine dividend and liquidation preferences, voting rights, conversion privileges, redemption terms, and other privileges and rights of the shareholders of each class or series so authorized. The specific terms of any series of Pre- ferred Stock will be described in the Prospectus Supplement relating to such series. -22- DESCRIPTION OF SECURITIES WARRANTS The Company may issue Securities Warrants for the purchase of Debt Securities, Preferred Stock or Common Stock. Securities Warrants may be issued independently or together with Debt Securities, Preferred Stock or Common Stock offered by any Prospectus Supplement and may be attached to or separate from such Debt Securities, Preferred Stock or Common Stock. Each series of Securities Warrants will be issued under a sepa- rate warrant agreement (a "Warrant Agreement") to be entered into between the Company and a bank or trust company, as War- rant Agent (the "Warrant Agent"), all as set forth in the Pro- spectus Supplement relating to the particular issue of offered Securities Warrants. The Warrant Agent will act solely as an agent of the Company in connection with the Securities Warrant certificates relating to the Securities Warrants and will not assume any obligation or relationship of agency or trust for or with any holders of Securities Warrant certificates or benefi- cial owners of Securities Warrants. The following summaries of certain provisions of the Warrant Agreements and Securities Warrants do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provi- sions of the Warrant Agreement and the Securities Warrant cer- tificates relating to each series of Securities Warrants which will be filed with the Commission and incorporated by reference as an exhibit to the Registration Statement of which this Pro- spectus is a part at or prior to the time of the issuance of such series of Securities Warrants. General If Securities Warrants are offered, the applicable Prospectus Supplement will describe the terms of such Securi- ties Warrants, including, in the case of Securities Warrants for the purchase of Debt Securities, the following where appli- cable: (i) the offering price; (ii) the denominations and terms of the series of Debt Securities purchasable upon exer- cise of such Securities Warrants and whether such Debt Securi- ties are Senior Debt Securities or Subordinated Debt Securi- ties; (iii) the designation and terms of any series of Debt Securities or Preferred Stock with which such Securities War- rants are being offered and the number of such Securities War- rants being offered with each such Debt Security or share of Preferred Stock; (iv) the date, if any, on and after which such Securities Warrants and the related series of Debt Securities or Preferred Stock will be transferable separately; (v) the principal amount of the series of Debt Securities purchasable -23- upon exercise of each such Securities Warrant and the price at which such principal amount of Debt Securities of such series may be purchased upon such exercise; (vi) the date on which the right to exercise such Securities Warrants shall commence and the date (the "Expiration Date") on which such right shall expire; (vii) whether the Securities Warrants will be issued in registered or bearer form; (viii) any special United States Federal income tax consequences; (ix) the terms, if any, on which the Company may accelerate the date by which the Securi- ties Warrants must be exercised; and (x) any other terms of such Securities Warrants. In the case of Securities Warrants for the purchase of Preferred Stock or Common Stock, the applicable Prospectus Supplement will describe the terms of such Securities Warrants, including the following where applicable: (i) the offering price; (ii) the aggregate number of shares purchasable upon exercise of such Securities Warrants, the exercise price and, in the case of Securities Warrants for Preferred Stock, the designation, aggregate number and terms of the series of Pre- ferred Stock purchasable upon exercise of such Securities War- rants; (iii) the designation and terms of the series of Debt Securities or Preferred Stock with which such Securities War- rants are being offered and the number of such Securities War- rants being offered with each such Debt Security or share of Preferred Stock; (iv) the date, if any, on and after which such Securities Warrants and the related series of Debt Securities or Preferred Stock or Common Stock will be transferable sepa- rately; (v) the date on which the right to exercise such Secu- rities Warrants shall commence and the Expiration Date; (vi) any special United States Federal income tax consequences; and (vii) any other terms of such Securities Warrants. Securities Warrants for the purchase of Preferred Stock or Common Stock will be offered and exercisable for United States dollars only and will be in registered form only. Securities Warrant certificates may be exchanged for new Securities Warrant certificates of different denominations, may (if in registered form) be presented for registration of transfer, and may be exercised at the corporate trust office of the Warrant Agent or any other office indicated in the appli- cable Prospectus Supplement. Prior to the exercise of any Securities Warrant to purchase Debt Securities, holders of such Securities Warrants will not have any of the rights of Holders of the Debt Securities purchasable upon such exercise, includ- ing the right to receive payments of principal, of premium, if any, or interest, if any, on such Debt Securities or to enforce -24- covenants in the applicable Indenture. Prior to the exercise of any Securities Warrants to purchase Preferred Stock or Com- mon Stock, holders of such Securities Warrants will not have any rights of holders of such Preferred Stock or Common Stock, including the right to receive payments of dividends, if any, on such Preferred Stock or Common Stock, or to exercise any applicable right to vote. Exercise of Securities Warrants Each Securities Warrant will entitle the holder thereof to purchase such principal amount of Debt Securities or number of shares of Preferred Stock or Common Stock, as the case may be, at such exercise price as shall in each case be set forth in, or calculable from, the Prospectus Supplement relating to the offered Securities Warrants. After the close of business on the Expiration Date (or such later date to which such Expiration Date may be extended by the Company), unexercised Securities Warrants will become void. Securities Warrants may be exercised by delivering to the Warrant Agent payment as provided in the applicable Pro- spectus Supplement of the amount required to purchase the Debt Securities, Preferred Stock or Common Stock, as the case may be, purchasable upon such exercise together with certain infor- mation set forth on the reverse side of the Securities Warrant certificate. Securities Warrants will be deemed to have been exercised upon receipt of payment of the exercise price in cash or by certified or official bank check, subject to the receipt within five (5) business days of the Securities Warrant cer- tificate evidencing such Securities Warrants. Upon receipt of such payment and the Securities Warrant certificate properly completed and duly executed at the corporate trust office of the Warrant Agent or any other office indicated in the appli- cable Prospectus Supplement, the Company will, as soon as prac- ticable, issue and deliver the Debt Securities, Preferred Stock or Common Stock, as the case may be, purchasable upon such exercise. If fewer than all of the Securities Warrants repre- sented by such Securities Warrant certificate are exercised, a new Securities Warrant certificate will be issued for the remaining amount of Securities Warrants. Amendments and Supplements to Warrant Agreements The Warrant Agreements may be amended or supplemented without the consent of the holders of the Securities Warrants issued thereunder to effect changes that are not inconsistent -25- with the provisions of the Securities Warrants and that do not adversely affect the interests of the holders of the Securities Warrants. Warrant Adjustments The applicable Prospectus Supplement will specify the manner, if any, in which the exercise price of, and the number or amount of securities covered by, a Common Stock Warrant or Preferred Stock Warrants are subject to adjustment in certain circumstances. PLAN OF DISTRIBUTION The Company may sell the Securities (i) through underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a combination of any such methods of sale. Any such underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended. The Prospectus Supplement relating to the Securities will set forth their offering terms, including the name or names of any underwriters, the purchase price of the Securities and the proceeds to the Company from such sale, any underwriting discounts, commissions and other items constitut- ing underwriters' compensation, any initial public offering price, and any underwriting discounts, commissions and other items allowed or reallowed or paid to dealers and any securi- ties exchanges on which the Securities may be listed. If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at negotiated prices. The Securities may be offered to the public either through under- writing syndicates represented by one or more managing under- writers or directly by one or more of such firms. Unless otherwise set forth in the Prospectus Supplement, the obliga- tions of the underwriters to purchase the Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. -26- Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the accompanying Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement, the Company will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase Securities from the Company at the public offering price set forth in the accompanying Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be sub- ject to any conditions set forth in the accompanying Prospectus Supplement and such Prospectus Supplement will set forth the commission payable for solicitation of such contracts. The underwriters and other persons soliciting such contracts will have no responsibility for the validity or performance of any such contracts. Underwriters, dealers and agents may be entitled, under agreements entered into with the Company, to indemnifica- tion by the Company against certain civil liabilities, includ- ing liabilities under the Securities Act of 1933, as amended, or to contribution by the Company to payments they may be required to make in respect thereof. Each underwriter, dealer and agent participating in the distribution of any Debt Securities which are Bearer Secu- rities will agree that it will not offer, sell or deliver, directly or indirectly, Bearer Securities in the United States or to United States persons (other than qualifying financial institutions), in connection with the original issuance of the Debt Securities. See "Limitations on Issuance of Bearer Securities." Debt Securities may not be offered or sold directly or indirectly in Great Britain other than to purchasers whose ordinary business it is to buy or sell shares or debentures (except in circumstances which do not constitute an offer to the public within the meaning of the Companies Act 1985), and this Prospectus and any Prospectus Supplement or any other offering material relating to the Debt Securities may not be -27- distributed in or from Great Britain other than to persons whose business involves the acquisition and disposal, or the holding, of securities whether as principal or as agent. Certain of the underwriters, agents or dealers and their associates may be customers of, or engage in transactions with and perform services for the Company in the ordinary course of business. LEGAL MATTERS Certain legal matters in connection with the Securi- ties will be passed upon for the Company by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York, and for any underwriters, by counsel named in the related Prospectus Supplement. EXPERTS The consolidated financial statements and schedules of General Signal Corporation at December 31, 1993 and 1992, and for the years then ended, appearing or incorporated by refer- ence in General Signal Corporation's Annual Report (Form 10-K) for the year ended December 31, 1993 have been audited by Ernst & Young, independent auditors, as set forth in their reports thereon included or incorporated by reference therein and incorporated herein by reference. Such financial statements are incorporated herein in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The statements of earnings, shareholders' equity and cash flows and related schedules of General Signal Corporation and consolidated subsidiaries for the year ended December 31, 1991 (prior to the acquisition of Revco Scientific, Inc.) which appear in the December 31, 1993 annual report on Form 10-K of General Signal Corporation, have been incorporated by reference herein and elsewhere in the Prospectus in reliance upon the report of KMPG Peat Marwick, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. -28- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Securities and Exchange Commission Registration Fee ............................... $ 75,000 Cost of Printing ................................. 40,000 Rating Agency Fees ............................... 60,000 Independent Auditors' Services and Expenses ...... 20,000 Legal Services and Expenses (including Blue Sky fees and expenses) .................... 75,000 Trustee's Fees and Expenses ...................... 20,000 Miscellaneous .................................... 10,000 Total ................. 300,000 Other than the SEC Registration Fee, all amounts set forth above are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article V, Section 1, Paragraph 1 of the By-Laws of the Company reads as follows: "SECTION 1: Except to the extent expressly prohibited by the New York Business Corporation Law, the Corporation shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal, and whether by or in the right of the Corporation or otherwise, by reason of the fact that such per- son or such person's testator or intestate is or was a director or officer of the Corporation, or serves or served at the request of the Corporation or any other corporation, partnership, joint ven- ture, trust, employee benefit plan or other enter- prise in any capacity while he or she was such a director or officer (hereinafter referred to as 'Indemnified Person'), against judgments, fines, penalties, amounts paid in settlement and reason- able expenses, including attorneys' fees, incurred in connection with such action or proceeding, or II-1 any appeal therein, provided that no such indemni- fication shall be made if a judgment or other final adjudication adverse to such Indemnified Party establishes that either (a) his or her acts were committed in bad faith, or were the result of active and deliberate dishonesty, and were mate- rial to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled." The Company also has entered into individual con- tracts with its directors, Chief Financial Officer and General Counsel providing for indemnification similar to the indemnifi- cation provisions in the Company's By-Laws. A copy of the Com- pany's By-Laws has been filed with the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. Sections 721 through 726 of the New York Business Corporation Law ("BCL") contain provisions for indemnification by the Company, under certain circumstances, of officers and directors of the Company for certain liabilities which may be incurred by them in their capacities as such. The Company has purchased insurance to indemnify the Company and all of its directors, officers and certain other employees who hold management positions in the Company and its operating divisions and subsidiaries for those liabilities in respect of which such indemnification insurance is permitted under the laws of the State of New York. The Company's Restated Certificate of Incorporation includes a provision eliminating directors' liability to the Company and shareholders of the Company in certain circum- stances authorized by New York law. This provision, which is authorized by Section 402(b) of the BCL, provides that a direc- tor shall not be personally liable to the Company or its share- holders for monetary damages for breach of duty as a director unless the director's acts or omissions (a) were in bad faith, (b) involved intentional misconduct or a knowing violation of law, (c) resulted in the director deriving an improper personal benefit, or (d) resulted in the paying of a dividend, the approval of a stock repurchase, the distribution of corporate assets upon dissolution, or the making of a loan to a director in violation of Section 718 of the BCL. II-2 Item 16. EXHIBITS. 1.1 -- Form of Underwriting Agreement 3.1 -- Restated Certificate of Incorporation of General Signal Corporation, as amended through April 21, 1994 (incorporated herein by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (the "March 1994 Form 10-Q")) 3.2 -- By-laws of General Signal Corporation, as amended through April 21, 1994 (incorporated herein by reference to Exhibit 3.2 of the March 1994 Form 10-Q) 4.1 -- Form of Senior Indenture 4.2 -- Form of Subordinated Indenture 4.3 -- Copies of the instruments with respect to the Company's long-term debt are available to the Securities and Exchange Commission upon request 4.4 -- Copies of the Credit Agreements among General Signal Corporation and Various Commercial Banking Institutions, as amended through January 12, 1994, as described in the Notes to Financial Statements (incorporated herein by ref- erence to Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (the "1993 Form 10-K") 5.1 -- Opinion of Cahill Gordon & Reindel 12.1 -- Statement of Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 1993 (incorpo- rated herein by reference to Exhibit 11.0 of the 1993 Form 10-K) 12.2 -- Statement of Computation of Ratio of Earnings to Fixed Charges for the three months ended March 31, 1994 (incorpo- rated herein by reference to Exhibit 11.1 of the Company's Report on 10-Q for the quarter ended March 31, 1994) 23.1 -- Consent of Ernst & Young 23.2 -- Consent of KPMG Peat Marwick 24.1 -- Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1) II-3 26.1 -- Form T-1 Statement of Eligibility and Qualification of the Senior Trustee under the Trust Indenture Act of 1939, as amended (to be filed by amendment) 26.2 -- Form T-1 Statement of Eligiblity and Qualification of the Subordinated Trus- tee under the Trust Indenture Act of 1939, as amended (to be filed by amendment) ITEM 17. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amend- ment to this Registration Statement: (i) To include any prospectus required by Sec- tion 10(a)(3) of the Securities Act; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamen- tal change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in clauses (i) and (ii) of this paragraph shall not apply if the informa- tion required to be included in such post-effective amendment is contained in periodic reports filed by the Registrant pursu- ant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any lia- bility under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 (3) To remove from registration by means of a post- effective amendment any of the securities being offered therein which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offer- ing thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, offic- ers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Com- mission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforce- able. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, offi- cer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling prece- dent, submit to a court of appropriate jurisdiction the ques- tion of whether such indemnification by it is against public policy, as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d) For purposes of determining any liability under the Securities Act, the information omitted from the form of pro- spectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the reg- istration statement as of the time it was declared effective. (e) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the II-5 offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reason- able grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned thereunto duly authorized in the City of Stam- ford, State of Connecticut, on the 12th day of May, 1994. GENERAL SIGNAL CORPORATION By: /s/ Edgar J. Smith, Jr. Edgar J. Smith, Jr. Vice President, General Counsel and Secretary II-7 Power of Attorney Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes Stephen W. Nagy and Edgar J. Smith, Jr., and each of them singly, such person's true and lawful attorneys, each with full power of substitution to sign for such person and in such person's name and capacity indicated below any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming such person's signature as it may be signed by said attorneys to any and all amendments. SIGNATURE TITLE DATE /s/ Edmund M. Carpenter (Edmund M. Carpenter) Chairman and Chief May 12, 1994 Executive Officer and Director (Principal Executive Officer) /s/ Stephen W. Nagy (Stephen W. Nagy) Senior Vice May 12, 1994 President- Finance and Chief Financial Officer (Principal Financial Officer) /s/ Terry J. Mortimer (Terry J. Mortimer) Vice President and May 12, 1994 Controller (Principal Accounting Officer) /s/ Ralph E. Bailey (Ralph E. Bailey) Director May 12, 1994 /s/ Van C. Campbell (Van C. Campbell) Director May 12, 1994 II-8 /s/ Ronald E. Ferguson (Ronald E. Ferguson) Director May 12, 1994 /s/ John P. Horgan (John P. Horgan) Director May 12, 1994 (C. Robert Kidder) Director , 1994 /s/ Richard J. Kogan (Richard J. Kogan) Director May 12, 1994 /s/ Nathan R. Owen (Nathan R. Owen) Director May 12, 1994 /s/ Roland W. Schmitt (Roland W. Schmitt) Director May 12, 1994 /s/ John R. Selby (John R. Selby) Director May 12, 1994 II-9 INDEX TO EXHIBITS SEQUENTIAL EXHIBITS PAGE NUMBER 1.1 -- Form of Underwriting Agreement 4.1 -- Form of Senior Indenture 4.2 -- Form of Subordinated Indenture 5.1 -- Opinion of Cahill Gordon & Reindel 23.1 -- Consent of Ernst & Young 23.2 -- Consent of KPMG Peat Marwick 23.3 -- Consent of Cahill Gordon & Reindel (included as part of Exhibit 5.1) 26.1 -- Form T-1 Statement of Eligibility and Qualification of the Senior Trustee under the Trust Indenture Act of 1939, as amended 26.2 -- Form T-1 Statement of Eligiblity and Qualification of the Subordinated Trus- tee under the Trust Indenture Act of 1939, as amended EX-1.1 2 FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 GENERAL SIGNAL CORPORATION Debt Securities Preferred Stock Common Stock Warrants May, 1994 UNDERWRITING AGREEMENT BASIC PROVISIONS General Signal Corporation, a New York corporation (the "Company"), may issue and sell from time to time its debt securities consisting of senior debt securities ("Senior Debt Securities") and subordinated debt securities ("Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities"), warrants to purchase its Debt Securi- ties (the "Debt Warrants"), shares of its equity securities consisting of preferred stock, par value $1.00 per share ("Pre- ferred Stock"), and common stock, par value $1.00 per share ("Common Stock" and, together with the Preferred Stock, the "Equity Securities"), and warrants to purchase its Equity Secu- rities (the "Equity Warrants" and, together with the Debt War- rants, the "Securities Warrants"). The Debt Securities, the Equity Securities and the Securities Warrants are collectively referred to herein as the "Securities" and are registered under the registration statement (No. 33-33929) referred to in Section 2(a) hereof. The Debt Securities may be issued in one or more series and may have varying designations, denominations, inter- est rates and payment dates, maturities, redemption provisions and selling prices. The Senior Debt Securities will be issued under an indenture (the "Senior Indenture") between the Company and (the "Senior Trustee") and the Subordinated Debt Secu- rities will be issued under an indenture (the "Subordinated Indenture" and, together with the Senior Indenture, the "Inden- tures") between the Company and (the "Subordinated Trustee" and, together with the Senior Trustee, the "Trust- ees"). The Debt Securities may be convertible, as described in the Indenture, into shares of Common Stock or other securities or property. The Preferred Stock may be issued in one or more series, may have varying dividend and liquidation preferences, voting rights, and redemption provisions, and may be convert- ible, as described in its certificate of designation, into -2- shares of Common Stock. The Securities Warrants will be issued pursuant to one or more warrant agreements (each such agreement a "Warrant Agreement") entered into from time to time by the Company and one or more warrant agents (each such agent a "War- rant Agent"). This Underwriting Agreement shall not be construed as an obligation on the part of the Company to sell any of the Offered Securities or as an obligation of any of the Underwrit- ers to purchase the Offered Securities. The basic provisions set forth herein are intended to be incorporated by reference in a terms agreement of the type referred to in Section 1 hereof relating to the type, designation and series of Securi- ties to be issued and sold by the Company pursuant thereto (the "Offered Securities") to the underwriters named therein (the "Underwriters"). The terms agreement relating to the Offered Securities (the "Terms Agreement"), together with the provi- sions hereof incorporated therein by reference (which provi- sions shall not become effective until so incorporated by ref- erence), is herein referred to as this "Agreement." If the Underwriters consist only of the firm or firms referred to in the Terms Agreement as Representative or Representatives, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. 1. Terms Agreement. The obligation of the Under- writers to purchase, and the Company to sell, the Offered Secu- rities is evidenced by the Terms Agreement delivered at the time the Company determines to sell the Offered Securities. The Terms Agreement specifies the firm or firms which will be Underwriters, the amount of the Offered Securities to be pur- chased by each Underwriter, the purchase price to be paid by the Underwriters for the Offered Securities, the public offer- ing price, if any, of the Offered Securities, whether the Underwriters are authorized to solicit institutional investors to purchase Offered Securities pursuant to Delayed Delivery Contracts (as defined), certain terms thereof and the Under- writers' compensation therefor and any terms of the Offered Securities not otherwise specified in the applicable Indenture, certificate of amendment or Warrant Agreement (including, but not limited to, designations, denominations, conversion or exchange provisions, covenants, interest rates and payment dates, dividend rates and payment dates, maturity, redemption provisions and sinking fund requirements). The Terms Agreement also specifies any details of the terms of the offering that should be reflected in a post-effective amendment to the -3- Registration Statement or the Prospectus Supplement (each as hereinafter defined). 2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such form, including a prospectus, with respect to the Securities, which (i) has been prepared by the Company in conformity with the requirements of the Act and the rules and regulations (the "Rules and Regulations") of the Com- mission thereunder and (ii) has become effective. Such registration statement and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement; any such amendment to the regis- tration statement was so prepared and filed and any such amendment has become effective. A prospectus supplement, including a prospectus, relating to the Offered Securities (the "Prospectus Supplement") has been so prepared. The Prospectus Supplement and, if not previously filed, such prospectus will be filed pursuant to Rule 424 under the Act. Copies of such registration statement and prospec- tus, any such amendment or supplement, the Prospectus Sup- plement and all documents incorporated by reference therein which were filed with the Commission on or prior to the date of the Terms Agreement have been delivered to the Representatives. Such registration statement and pro- spectus, as amended or supplemented to the date of the Terms Agreement and as supplemented by the Prospectus Sup- plement are herein referred to as the "Registration State- ment" and the "Prospectus," respectively. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein which were filed with the Commission on or prior to the date of the Terms Agree- ment and any reference to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document with the Commission deemed to be incorporated by reference therein after the date of the Terms Agreement and on or prior to the Closing Date (as defined). -4- (b) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Registration Statement and the Prospectus, as of the date of the Terms Agreement and at the Closing Date, and any amendment or supplement thereto, complied or will comply, 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; and no such document included or will include an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that the Com- pany makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for inclusion therein. (c) The documents incorporated by reference in the Registration Statement or the Prospectus, when they became effective or were filed with the Commission, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), complied, and any documents so filed and incorporated by reference after the date of the Terms Agreement and on or prior to the Closing Date will, when they are filed with the Commission, comply, in all material respects with the requirements of the Act and the Exchange Act, as applicable, and the Rules and Regulations. (d) The Company and each of its "significant subsid- iaries" within the meaning of Regulation S-X under the Act ("Significant Subsidiaries") have been duly incorporated, are validly existing as corporations in good standing under the laws of their respective jurisdictions of incor- poration and have the corporate power and authority to carry on their respective businesses as currently con- ducted and to own, lease and operate properties, and the Company is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. -5- (e) The execution, delivery and performance of this Agreement, the Indentures, any Warrant Agreement and the Offered Securities, and compliance by the Company with all the provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby (i) will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states), (ii) will not conflict with or constitute a breach of the terms or provisions of the charter or by-laws of the Company, (iii) will not conflict in any material respect with or constitute a material breach of any of the terms or provisions of, or a material default under, the charter or by-laws of any of the Company's sub- sidiaries or any agreement, indenture or other instrument to which the Company or any of its subsidiaries or their respective property is bound, or (iv) will not violate or conflict in any material respect with any laws, adminis- trative regulations or rulings or court decrees applicable to the Company, any of its subsidiaries or their respec- tive properties. (f) This Agreement has been duly authorized, exe- cuted and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms except as (i) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) the avail- ability of equitable remedies may be limited by equitable principles of general applicability and (iii) rights to indemnity and contribution hereunder may be limited by applicable law. (g) If Debt Securities are being offered, the appli- cable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and has been duly authorized by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the avail- ability of equitable remedies may be limited by equitable principles of general applicability. -6- (h) If Warrants are being offered, the Warrant Agreement has been duly authorized by the Company and, upon execution and delivery by the Company (assuming the due authorization, execution and delivery by the Warrant Agent), will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms except (i) as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) the avail- ability of equitable remedies may be limited by equitable principles of general applicability. (i) If Debt Securities are being offered, such Debt Securities, when executed by the Company and authenticated by the appropriate Trustee in accordance with the terms of the applicable Indenture, and delivered to and paid for by the Representatives in accordance with the terms of this Agreement (and, in the case of any Contract Securities (as hereinafter defined), as contemplated by the Delayed Delivery Contracts with respect thereto), will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as (i) the enforceability thereof may be limited by bank- ruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equi- table principles of general applicability. (j) If the Offered Securities are convertible into or exercisable for shares of Common Stock the shares of Common Stock initially issuable upon conversion or exer- cise of such Offered Securities have been duly authorized and reserved for issuance upon conversion or exercise and, when issued upon conversion or exercise in accordance with the terms of the Offered Securities, will have been val- idly issued and will be fully paid and non-assessable, and the issuance of such shares is not subject to any preemp- tive or similar rights. (k) All the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (l) If the Offered Securities are Warrants, such Warrants have been duly authorized for issuance and, when executed and delivered by the Company (assuming the due -7- execution and countersignature by the Warrant Agent under the Warrant Agreement) will constitute valid and binding obligations of the Company, enforceable against the Com- pany in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the avail- ability of equitable remedies may be limited by equitable principles of general applicability. If Warrants to pur- chase Debt Securities are being issued, such Debt Securi- ties initially issuable upon exercise thereof have been duly authorized for issuance, and when executed and authenticated in accordance with the Warrant Agreement and the applicable Indenture, upon exercise of the Warrants in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be valid and binding obligations of the Company, enforceable against the Com- pany in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the avail- ability of equitable remedies may be limited by equitable principles of general applicability. If Warrants to pur- chase Equity Securities are being issued, such Equity Securities initially issuable upon exercise thereof have been duly and validly authorized and reserved for issuance upon such exercise and such securities, when issued upon such exercise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly authorized, validly issued, fully paid and nonassessable. (m) The Offered Securities will conform in all mate- rial respects as to legal matters to the descriptions thereof in the Prospectus. 3. Purchase, Sale and Delivery of Securities. The Offered Securities to be purchased by the Underwriters will be delivered by the Company to the Representatives for the accounts of the Underwriters at the office specified in the Terms Agreement against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds (or as otherwise specified in the Terms Agreement) payable to the order of the Company on the date and at the times specified in the Terms Agreement as the Represen- tatives and the Company determine, such time being herein referred to as the "Closing Date." The Offered Securities will -8- be prepared in definitive registered form unless otherwise specified in the Terms Agreement and in such authorized amounts or denominations and registered in such names as the Represen- tatives may require upon at least two business days' prior notice to the Company, and will be made available for checking and packaging at the office at which they are to be delivered on the Closing Date (as specified for that purpose in the Terms Agreement) at least one business day prior to the Closing Date. It is understood that the Representatives, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for the Offered Securities to be purchased by such Underwriter. Any such payment by the Rep- resentatives shall not relieve any such Underwriter of any of its obligations hereunder. The Company will pay the Representatives on the Clos- ing Date for the accounts of the Underwriters any fee, commis- sion or other compensation specified in the Terms Agreement. Such payment will be made by certified or official bank check in New York Clearing House funds (or by such other method as is specified in the Terms Agreement). If so authorized in the Terms Agreement, the Under- writers may solicit offers from investors of the types set forth in the Prospectus to purchase Offered Securities from the Company pursuant to delayed delivery contracts ("Delayed Deliv- ery Contracts"). Such contracts shall be substantially in the form of Exhibit I hereto but with such changes therein as the Company may approve. Offered Securities to be purchased pursu- ant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securi- ties arranged through the Representatives has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the mini- mum amount of Contract Securities set forth in the Terms Agree- ment, and the aggregate amount of Contract Securities may not exceed the amount set forth in the Terms Agreement. You will advise the Company of the proposed sales of the Contract Secu- rities not later than 10:00 A.M., New York City time, on the third full business day preceding the Closing Date (or at such later time as the Company may otherwise agree). The Company will advise the Representatives not later than 10:00 A.M., New York City time, the second full business day preceding the -9- Closing Date (or at such later time as the Representatives may otherwise agree) of the sales of the Contract Securities which have been so approved. The Representatives and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The amount of Offered Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount which shall bear the same proportion to the total amount of Contract Securities as the amount of Offered Securities set forth opposite the name of such Under- writer bears to the total amount of Offered Securities set forth in the Terms Agreement, except to the extent that the Representatives determine that such reduction shall be other- wise than in such proportion and so advise the Company; pro- vided, however, that the total amount of Offered Securities to be purchased by all Underwriters shall be the total amount of Offered Securities set forth in the Terms Agreement less the aggregate amount of Contract Securities. 4. Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, without charge, one signed copy of the Registration Statement, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities: (a) At any time when a prospectus relating to the Securities is required to be delivered under the Act, before amending or supplementing the Registration State- ment or the Prospectus with respect to the Securities, the Company will furnish to the Representatives a copy of such proposed amendment or supplement (other than any document filed under the Exchange Act and incorporated by reference in the Prospectus) prior to the filing thereof and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company will also advise the Representatives promptly of the fil- ing of any such amendment or supplement and of the insti- tution by the Commission of any stop order proceedings in respect of the Registration Statement and will use their best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, -10- any event occurs or a condition exists 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 to make the statements therein, in the light of the circumstances under which they were made when the Prospectus was deliv- ered, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compli- ance. (c) As soon as practicable after the date of each Terms Agreement, the Company will make generally available to its security holders an earnings statement that satis- fies the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish (i) to the Representa- tives copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reason- ably requested. (e) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such juris- dictions as the Representatives may reasonably request and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to file a general consent to service of process in any jurisdiction. (f) The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, fil- ing and distribution under the Act of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supple- ments to any of them prior to or during the period speci- fied in paragraph (b), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (b), (iii) the printing and delivery of this Agreement, any Preliminary -11- and Supplemental Blue Sky Memoranda and all other agree- ments, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Offered Securities, (iv) the registration or qualifi- cation of the Offered Securities for offer and sale under the securities or Blue Sky laws of the several states (including the reasonable fees and disbursements of coun- sel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities, (vi) if provided in any applicable Terms Agreement, the listing of the Offered Securities and the Common Stock issuable upon conversion of the Subordi- nated Debt Securities or Preferred Stock, as the case may be, on the New York Stock Exchange and (vii) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Offered Securities by the Underwriters or by deal- ers to whom the Offered Securities may be sold. 5. Conditions of the Underwriters' Obligations. The several obligations of the Underwriters to purchase and pay for the Offered Securities as provided herein are subject to the satisfaction of each of the following conditions: (a) All representations and warranties of the Com- pany contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indi- cate the direction of the possible change, in the rating accorded any of the Company's securities by any "nation- ally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Act; (ii) any change, or any development involving a pro- spective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of a majority in interest of the Underwrit- ers, including any Representatives, materially impairs the investment quality of the Offered Securities; (iii) any -12- suspension or limitation of trading in securities gener- ally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any sus- pension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any bank- ing moratorium declared by Federal or New York author- ities; or (v) any outbreak or escalation of major hostili- ties in which the United States is involved, any declara- tion of war by Congress or any other substantial national or international calamity or emergency if, in the reason- able judgment of a majority in interest of the Underwrit- ers, including any Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with com- pletion of the sale of and payment for the Securities. (c) You shall have received on the Closing Date an opinion (satisfactory to the Representatives and counsel for the Underwriters), dated the Closing Date, of Cahill Gordon & Reindel, counsel for the Company, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority required to carry on its business as it is currently being con- ducted and to own its properties; (ii) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforce- ability hereof may be limited by bankruptcy, insol- vency or similar laws affecting creditors' rights generally, (b) the availability of equitable remedies may be limited by equitable principles of general applicability and (c) rights to indemnity and contri- bution hereunder may be limited by applicable law; (iii) if Debt Securities are being issued, the applicable Indenture has been duly qualified under the Trust Indenture Act, and has been duly autho- rized, executed and delivered by the Company and (assuming the due authorization, execution and deliv- ery by the Trustee) is a valid and binding agreement of the Company, enforceable in accordance with its -13- terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) if Warrants are being offered, the Warrant Agreement has been duly authorized, executed and delivered by the Company and (assuming the due autho- rization, execution and delivery by the Warrant Agent) is a valid and binding agreement of the Com- pany enforceable against the Company in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (v) if Debt Securities are being offered, such Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the applicable Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits of the applicable Indenture and will be valid and binding obligations of the Company enforce- able in accordance with their terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) if the Offered Securities are convertible into Common Stock, the shares of Common Stock issu- able upon conversion of such Offered Securities have been duly and validly authorized and reserved for issuance upon such conversion by all necessary corpo- rate action and such shares, when issued upon such conversion, will be duly authorized and validly issued, fully paid and non-assessable, and the issu- ance of such shares upon such conversion will not be subject to preemptive or other similar rights; -14- (vii) if Equity Securities are being offered, such Equity Securities have been duly authorized and are validly issued, fully paid and non-assessable, and the issuance of such securities is not subject to preemptive or similar rights; (viii) if Warrants are being issued, such Warrants have been duly authorized and executed by the Company and (assuming due authorization, execution and deliv- ery by the Warrant Agent under the Warrant Agreement) are the legal, valid and binding obligations of the Company, enforceable in accordance with their terms except as (a) the enforceability thereof may be lim- ited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability. If Warrants to purchase Debt Securities are being issued, such Debt Securities initially issuable upon exercise thereof have been duly authorized, and when executed and authenticated in accordance with the Warrant Agreement and the applicable Indenture, upon exercise of the Warrants in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be valid and binding obligations of the Company, enforceable in accordance with their terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and (b) the availability of equitable remedies may be limited by equitable principles of general applicability. If Warrants to purchase Equity Securities are being issued, such Equity Securities initially issuable upon exercise thereof have been duly and validly authorized and reserved for issuance upon such exer- cise and such securities, when issued upon such exer- cise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly authorized, validly issued, fully paid and nonassessable; (ix) the Company's authorized capitalization is as set forth in the Prospectus; (x) the Registration Statement has become effective under the Act, and, to the knowledge of such counsel, no stop order suspending its -15- effectiveness has been issued and no proceedings for that purpose are pending before or threatened by the Commission; (xi) the statements under the captions "Descrip- tion of Debt Securities," "Description of Capital Stock" and "Description of Securities Warrants" in the Prospectus, as amended or supplemented, insofar as such statements constitute a summary of legal mat- ters or documents, fairly present the information called for with respect to such legal matters and documents; (xii) the statements in the Prospectus under the caption "Certain Federal Income Tax Considerations" fairly and accurately summarize the material United States federal income tax consequences of the owner- ship and disposition of the Offered Securities; (xiii) the execution, delivery, and performance of this Agreement, the Indentures, any Warrant Agreement and the issuance and sale of the Offered Securities and compliance by the Company with all the provisions hereof and thereof and the consummation of the trans- actions contemplated hereby and thereby (a) will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states), (b) will not conflict with or constitute a breach of any of the terms or provisions of the charter or by-laws of the Company, (c) to such counsel's knowledge, will not conflict in any mate- rial respect with or constitute a material breach of any of the terms or provisions of, or a material default under, the charter or by-laws of any of the Company's subsidiaries or any agreement, indenture or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective proper- ties is bound, and which is material to the Company and its subsidiaries, taken as a whole, or (d) to such counsel's knowledge, will not violate or con- flict in any material respect with any laws, adminis- trative regulations or rulings or court decrees applicable to the Company or any of its subsidiaries or their respective properties (other than Blue Sky -16- or state securities laws as to which such counsel need express no opinion); (xiv) the Company is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended; and (xv) (a) such counsel is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Registration State- ment and the Prospectus (except for financial state- ments, related schedules and statistical information of a financial nature contained or incorporated therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (b) the Registration Statement and the Prospectus and any supplement or amendment thereto (except for financial statements, related schedules and statistical information of a financial nature as to which no opinion need be expressed) comply as to form in all material respects with the Act, the Trust Indenture Act and the applicable rules and regula- tions of the Commission thereunder. Such counsel shall additionally state that such counsel has participated in conferences, in person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representa- tives of the Underwriters and their counsel, at which the contents of the Registration Statement and the Prospectus and related matters were discussed, and although such counsel is not passing upon and does not assume responsibility for the accuracy, complete- ness or fairness of the statements contained in the Registration Statement and the Prospectus, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which would lead such counsel to believe that at the time the Registration Statement became effective either the Registration Statement or any amendment thereto con- tained an untrue statement of a material fact or -17- omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading or that the Prospectus, as amended or supplemented at the date of the opinion, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the cir- cumstances under which they were made, not misleading (except that no statement need be made as to the financial statements or financial or statistical data contained or incorporated therein). (d) You shall have received on the Closing Date an opinion (satisfactory to the Representatives and counsel for the Underwriters), dated the Closing Date, of Edgar J. Smith, Jr., Vice President, General Counsel and Secretary of the Company, to the effect that: (i) the Company is duly qualified and is in good standing as a foreign corporation and is autho- rized to do business in each jurisdiction in which the nature of its business or its ownership or leas- ing of property requires such qualification, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) the execution, delivery and performance of this Agreement, the Indentures, any Warrant Agreement and the Offered Securities and compliance by the Com- pany with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby (a) to such counsel's knowledge, will not require any consent, approval, authorization or other order of any court, regulatory body, admin- istrative agency or other governmental body (except as such may by required under the securities or Blue Sky laws of the various states), (b) will not con- flict with or constitute a breach of any of the terms or provisions of the charter or by-laws of the Com- pany, (c) to such counsel's knowledge, will not con- stitute a material breach of any of the terms or pro- visions of, or a material default under, the charter or by-laws of any of the Company's subsidiaries or any agreement, indenture or other instrument to which the Company or any of its subsidiaries is a party or -18- by which the Company or any of its subsidiaries or their respective properties is bound and which is material to the Company and its subsidiaries, taken as a whole, or (d) to such counsel's knowledge, will not violate or conflict with any laws, administrative regulations or rulings or court decrees applicable to the Company or any or its subsidiaries or their respective properties; (iii) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of their respective property is subject which is required to be described in the Reg- istration Statement or the Prospectus and is not so described, or of any contract or other document which is required to be described in the Registration Statement or the Prospectus or is required to be filed as an exhibit to the Registration Statement which is not described or filed as required; (iv) to the knowledge of such counsel, (a) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration State- ment and the Prospectus (except for financial state- ments, related schedules and statistical information of a financial nature contained or incorporated therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (b) the Registration Statement and the Prospectus and any supplement or amendment thereto (except for financial statements, related schedules and statistical information of a financial nature as to which no opinion need be expressed) comply as to form in all material respects with the Act, the Trust Indenture Act and the applicable rules and regula- tions of the Commission thereunder. Such counsel shall additionally state that such counsel has participated in conferences, in person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representa- tives of the Underwriters and their counsel, at which the contents of the Registration Statement and the -19- Prospectus and related matters were discussed, and although such counsel is not passing upon and does not assume responsibility for the accuracy, complete- ness or fairness of the statements contained in the Registration Statement and the Prospectus, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which would lead such counsel to believe that at the time the Registration Statement became effective either the Registration Statement or any amendment thereto con- tained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading or that the Prospectus, as amended or supplemented at the date of the opinion, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the cir- cumstances under which they were made, not misleading (except that no opinion need be expressed as to the financial statements or financial or statistical data contained or incorporated therein). (e) You shall have received on the Closing Date an opinion, dated the Closing Date, of counsel for the Underwriters, as to the matters referred to in clauses (ii)-(xi), but also with respect to the statements under the caption "Underwriting" or similar heading relating to the plan of distribution of the Offered Securities and subclause (b) of clause (xv) of the foregoing paragraph (c) and with respect to the matters referred to in the last subparagraph of paragraph (c). In giving such opinion with respect to the matters covered by subclause (b) of clause (xv) and such last subparagraph such counsel may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (other than documents incorporated by reference) and review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as specified. -20- (f) You shall have received a letter on and as of the Closing Date, in form and substance satisfactory to the Representatives, from Ernst & Young, independent pub- lic accountants, with respect to the financial statements and certain financial information contained in or incorpo- rated by reference into the Registration Statement and the Prospectus. (g) The Company shall not have failed at or prior to the Closing Date to perform or comply in any material respect with any of the agreements herein contained and required to be performed or complied with by the Company at or prior to the Closing Date. The opinions of Cahill Gordon & Reindel and Edgar J. Smith, Jr. described in paragraphs (c) and (d) above shall be rendered to the Representatives at the request of the Company and shall so state therein. 6. Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omis- sion or alleged omission to state therein a material fact required to be stated therein or necessary to make the state- ments therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by or on behalf of any Underwriter through the Repre- sentatives expressly for use therein. (b) In case any action shall be brought against any Underwriter or any person controlling such Underwriter, based upon any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto and with respect to which indemnity may be sought against the Company, such Underwriter shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such -21- indemnified party and payment of all fees and expenses. Any Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such coun- sel shall be at the expense of such Underwriter or such con- trolling person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same gen- eral allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addi- tion to any appropriate local counsel) for all such Underwrit- ers and controlling persons, and that all such fees and expenses shall be reimbursed as they are incurred). The Com- pany shall not be liable for any settlement of any such action effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Underwriter and any such controlling per- son from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is a named party or threatened to be named and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its direc- tors, its officers who sign the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter but only with reference to information furnished in -22- writing by or on behalf of such Underwriter to the Representa- tives expressly for use in the Registration Statement, the Pro- spectus or any preliminary prospectus. In case any action shall be brought against the Company, any of its directors, any such officer or any person controlling the Company based on the Registration Statement, the Prospectus or any preliminary pro- spectus and in respect of which indemnity may be sought against the Underwriter, the Underwriter shall have the rights and duties given to the Company (except that if the Company shall have assumed the defense thereof, such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Underwriter), and the Company, its directors, any such officer and any person controlling the Company shall have the rights and duties given to the Underwriter, by Section 6(b) hereof. (d) If the indemnification provided for in this Section 6 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnify- ing such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) 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 hand from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not per- mitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable consider- ations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Underwriters, bear to the total price to the public of the Offered Securities, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and the Under- writers shall be determined by reference to, among other things, 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 or the Underwriters and the parties' relative intent, knowledge, -23- access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata 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 in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, dam- ages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses rea- sonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwith- standing the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities under- written 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 mean- ing of Section 11(f) of the Act) shall be entitled to contribu- tion from any person who was not guilty of such fraudulent mis- representation. The Underwriters' obligations to contribute pursuant to this Section 6(d) are several in proportion to the respective number of Securities purchased by each of the Under- writers hereunder and not joint. Each party entitled to con- tribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect to which contribution may be sought, it shall promptly give written notice of such service to the party or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service shall not relieve the party from whom contribution may be sought for any obligation it may have hereunder or otherwise. 7. Substitution of Underwriters. (a) The Company shall not be obligated to deliver any Offered Securities except upon payment for all the Offered Securities to be purchased hereunder or as herein- after provided. -24- (b) If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities which it or they have agreed to purchase here- under on such date and the aggregate number of Offered Securities which such defaulting Underwriter or Underwrit- ers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Offered Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Offered Securities set forth opposite its name in Schedule I bears to the total number of Offered Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as the Representatives may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwrit- ers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter. If on the Clos- ing Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Offered Securities to be purchased on such date by all Underwriters in the event of a default by a Under- writer and arrangements satisfactory to the Representa- tives and the Company for purchase of such Offered Securi- ties are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liabili- ties in respect of any default of any such Underwriter under this Agreement. 8. Survival of Certain Representations and Obliga- tions. The respective indemnities, contribution agreements, -25- representations, warranties and other statements of the Com- pany, its officers and directors and of the several Underwrit- ers set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Offered Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Offered Securities and payment for them hereunder and (iii) termination of this Agreement. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Securities by the Underwriters under the Terms Agreement is not consum- mated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pur- suant to Section 6 shall remain in effect. If the purchase of the Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursement of counsel) reasonably incurred by them in connection with the offering of the Securities. 9. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or sent by fasimile and confirmed to them at their addresses furnished to the Company in writing for the purpose of communications hereunder or, if sent to the Company, will be mailed, delivered or sent by facsimile and confirmed to it at General Signal Corporation, High Ridge Park, Box 10010, Stam- ford, Connecticut 06904, Attention: Vice President and Trea- surer with a copy to the attention of General Counsel (tele- phone (203) 329-4100). 10. Successors. This Agreement will inure to the benefit of and be binding upon the Company and such Underwrit- ers as are identified in the Terms Agreement and their respec- tive successors and the officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder. -26- 11. Applicable Law. This Agreement and the Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. TERMS AGREEMENT __________, 199_ GENERAL SIGNAL CORPORATION 1 High Ridge Park Box 10010 Stamford, Connecticut 06904 Attention: [ ] Dear Sirs: We (the "Representative(s)") understand that General Signal Corporation, a New York corporation (the "Company"), proposes to issue and sell $______________ [aggregate principal amount] of its [senior debt securities/subordinated debt securities/preferred stock/common stock/warrants] (the "Offered Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Underwriters named in Schedule I hereto attached hereto offer to purchase, severally and not jointly, the Offered Securities. The Closing Date shall be ________, 199_, at ______ A.M. at the offices of ______________________. All the provisions contained in the Underwriting Agreement Basic Provisions dated ____________, 199_ (the "Basic Provisions"), a copy of which the Representatives have previ- ously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agree- ment to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. The Offered Securities shall have the following terms: [Include one or more of the following, as appropriate] [DEBT SECURITIES] Title: Maturity: Interest Rate: Interest payment dates: Redemption provisions: Conversion Provisions: Purchase Price: ___% of the principal amount thereof Public Offering Price: ___% of the principal amount thereof, plus accrued interest from _______________ Additional Terms: [Preferred Stock] Title: Liquidation Preference: $___ per share Dividend Rate: $___ per share Dividend payment dates: Redemption provisions: Purchase Price: $___ per share Public Offering Price: $___ per share Additional Terms: [Common Stock] Purchase Price: $___ per share Public Offering Price: $___ per share [Warrants] Purchase Price: $___ per share Public Offering Price: $___ per share Exercise Price: $_____________ subject to adjustment as provided in the Prospectus Supplement Exercisable for: Additional Terms: Please accept this offer no later than ______ o'clock _.M. on __________, 199_, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the fol- lowing form: "We hereby accept the Representatives' offer, set forth in the Terms Agreement, dated __________, 199_, to pur- chase the Offered Securities on the terms set forth therein." Very truly yours, [UNDERWRITER] By_______________________ Name: Title: Address: Attention: Accepted: GENERAL SIGNAL CORPORATION By_____________________________ Name: Title: SCHEDULE I Amount of Offered Underwriter[s] Securities to be Purchased_ ____________ Total: EXHIBIT I [GENERAL SIGNAL CORPORATION] [Insert specific title of securities*] DELAYED DELIVERY CONTRACT [Insert date of initial public offering]* GENERAL SIGNAL CORPORATION 1 High Ridge Park Box 10010 Stamford, Connecticut 06904 Gentlemen: The undersigned hereby agrees to purchase from [Gen- eral Signal Corporation (the "Company")] and the Company agrees to sell to the undersigned. [If one delayed closing, insert -- as of the date hereof, for delivery on , 19 ("Delivery Date")] [___________ shares of the Company's [title of Securities] (the "Securities"), offered by the Company's Prospectus relating thereto, receipt of a copy of which is hereby acknowledged, at a purchase price of $_____ per share, and on the further terms and conditions set forth in this contract.] [$___________ principal amount of the Company's [title of Secu- rities] (the "Securities"), offered by the Company's Prospectus relating thereto, receipt of a copy of which is hereby acknowl- edged, at a purchase price of % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this contract.] [_________ warrants to purchase [title of Securities] of the Company (the "Securities"), offered by the Company's Prospectus relating thereto, receipt of a copy of which is hereby acknowledged, at a purchase price of $_____ per warrant, and on the further terms and conditions set forth in this contract.] ___________________ * To be completed when the Terms Agreement is executed by the parties thereto. -2- [If two or more delayed closings, insert the following: The undersigned will purchase from the Company as of the date hereof, for delivery on the dates set forth below, Securities in the amounts set forth below: Delivery Date Amount _____________________ _______________________ _____________________ _______________________ Each of such delivery dates is hereinafter referred to as a Delivery Date.] Payment for the Securities which the undersigned has agreed to purchase for delivery on [the] [each] Delivery Date shall be made to the Company or its order by certified or offi- cial bank check in New York Clearing House funds (or as other- wise specified in the Terms Agreement) at the office of at .M., time, on such Delivery Date upon delivery to the undersigned of the Securities to be pur- chased by the undersigned for delivery on such Delivery Date in definitive form and in such denominations and registered in such names as the undersigned may designate by written or fac- simile communication addressed to the Company not less than five full business days prior to such Delivery Date. If no des- ignation is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate amount of Securities to be purchased by the undersigned on such Delivery Date. The obligation of the undersigned to take delivery of, and make payment for, Securities on [the] [each] Delivery Date shall be subject only to the conditions that (1) invest- ment in the Securities shall not at such Delivery Date be pro- hibited under the laws of any jurisdiction in the United States to which the undersigned is subject, which investment the undersigned represents is not prohibited on the date hereof and (2) the Company shall have delivered to the Underwriters the amount of the Securities to be purchased by them pursuant to the Underwriting Agreement referred to in the Prospectus men- tioned above and received payment therefor. The obligation of the undersigned to take delivery of and make payment for Secu- rities hereunder, and the obligation of the Company to sell and deliver Securities hereunder, shall not be affected by the -3- failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this con- tract. As a material inducement to the acceptance of this offer by the Company, the undersigned represents and warrants to the Representatives that its investment in the Securities which the undersigned hereby offers to purchase is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment, and the undersigned will, if the Securities are being purchased by the undersigned under a "basket" clause or similar authorization, use its best efforts to reserve an amount thereunder sufficient to permit such purchase on the Delivery Date. Promptly after completion of the sale to the Under- writers, 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 of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities which the under- signed hereby offers to purchase has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective succes- sors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the acceptance of this contract and any other similar contracts is in the Company's sole dis- cretion and, without limiting the foregoing, need not be on a first-come, first-served 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 mailed or delivered. -4- THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Very truly yours, ______________________________ (Name of Purchaser) By____________________________ ______________________________ (Title of Signatory) ______________________________ ______________________________ (Address of Purchaser) Accepted, as of the above date. GENERAL SIGNAL CORPORATION By_______________________________ (Title of Signatory) EX-4.1 3 FORM OF SENIOR INDENTURE Exhibit 4.1 GENERAL SIGNAL CORPORATION SENIOR DEBT SECURITIES INDENTURE Dated as of , 1994 , Trustee TABLE OF CONTENTS Article Section Heading Page 1 DEFINITIONS 1.01 Definitions ....................... 1 1.02 Other Definitions ................. 5 1.03 Rules of Construction ............. 6 2 THE SECURITIES 2.01 Issuable in Series ................ 6 2.02 Execution and Authentication....... 8 2.03 Bond Agents ....................... 9 2.04 Bearer Securities ................. 9 2.05 Paying Agent to Hold Money in Trust ........................... 10 2.06 Securityholder Lists .............. 11 2.07 Transfer and Exchange ............. 11 2.08 Replacement Securities ............ 12 2.09 Outstanding Securities ............ 12 2.10 Discounted Securities ............. 13 2.11 Treasury Securities ............... 13 2.12 Global Securities ................. 13 2.13 Temporary Securities .............. 14 2.14 Cancellation ...................... 14 2.15 Defaulted Interest ................ 14 3 REDEMPTION 3.01 Notices to Trustee ................ 15 3.02 Selection of Securities to Be Redeemed ........................ 15 3.03 Notice of Redemption .............. 15 3.04 Effect of Notice of Redemption ...................... 16 3.05 Payment of Redemption Price ....... 16 3.06 Securities Redeemed in Part ....... 17 -i- Article Section Heading Page 4 COVENANTS 4.01 Payment of Securities ............. 17 4.02 Overdue Interest .................. 17 4.03 Compliance Certificate ............ 18 4.04 SEC Reports ....................... 18 4.05 Limitations on Liens .............. 18 4.06 Limitation on Sales and Leasebacks ...................... 20 5 SUCCESSORS 5.01 When Company May Merge, etc. ...... 21 6 DEFAULTS AND REMEDIES 6.01 Events of Default ................. 22 6.02 Acceleration ...................... 23 6.03 Other Remedies .................... 23 6.04 Waiver of Past Defaults ........... 24 6.05 Control by Majority ............... 24 6.06 Limitation on Suits ............... 24 6.07 Collection Suit by Trustee ........ 25 6.08 Priorities ........................ 25 7 TRUSTEE 7.01 Rights of Trustee ................. 26 7.02 Individual Rights of Trustee ...... 27 7.03 Trustee's Disclaimer .............. 27 7.04 Notice of Defaults ................ 27 7.05 Reports by Trustee to Holders ..... 27 7.06 Compensation and Indemnity ........ 28 7.07 Replacement of Trustee ............ 28 7.08 Successor Trustee by Merger, etc. ............................ 29 7.09 Trustee's Capital and Surplus ..... 30 7.10 No Conflicting Interest............ 30 8 DISCHARGE OF INDENTURE 8.01 Defeasance ........................ 30 8.02 Conditions to Defeasance .......... 31 8.03 Application of Trust Money ........ 32 8.04 Repayment to Company .............. 32 -ii- Article Section Heading Page 9 CONVERSION 9.01 Conversion Privilege .............. 32 9.02 Conversion Procedure .............. 33 9.03 Taxes on Conversion ............... 34 9.04 Company Determination Final ....... 34 9.05 Trustee's and Conversion Agent's Disclaimer .............. 34 9.06 Company to Provide Conversion Securities ...................... 35 9.07 Cash Settlement Option ............ 35 9.08 Adjustment in Conversion Rate for Change in Capital Stock ..... 36 9.09 Adjustment in Conversion Rate for Common Stock Issued Below Market Price .............. 37 9.10 Adjustment for Other Distributions ................... 39 9.11 Voluntary Adjustment .............. 40 9.12 When Adjustment May Be Deferred ........................ 40 9.13 When No Adjustment Required ....... 40 9.14 Notice of Adjustment .............. 41 9.15 Notice of Certain Transactions .................... 41 9.16 Reorganization of the Company ..... 42 10 AMENDMENTS 10.01 Without Consent of Holders ........ 42 10.02 With Consent of Holders ........... 43 10.03 Compliance with Trust Inden- ture Act ........................ 43 10.04 Effect of Consents ................ 44 10.05 Notation on or Exchange of Securities ...................... 44 10.06 Trustee Protected ................. 44 11 MISCELLANEOUS 11.01 Trust Indenture Act ............... 44 11.02 Notices ........................... 45 11.03 Certificate and Opinion as to Conditions Precedent ............ 46 11.04 Statements Required in Cer- tificate or Opinion ............. 46 11.05 Rules by Company and Agents ....... 47 11.06 Legal Holidays .................... 47 -iii- Article Section Heading Page 11.07 No Recourse Against Others ........ 47 11.08 Duplicate Originals ............... 47 11.09 Governing Law ..................... 47 SIGNATURES ................................ 48 Exhibit A: A Form of Registered Security ...................... A-1 Exhibit B: A Form of Bearer Security Notes to Exhibits A and B ..... B-1 Exhibit C: A Form of Assignment .......... C-1 -iv- INDENTURE dated as of , 1994 between GENERAL SIGNAL CORPORATION, a New York corporation ("Company"), and , a ("Trustee"). Each party agrees as follows for the benefit of the Holders of the Company's debt securities issued under this Indenture: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. "Agent" means any Registrar, Transfer Agent or Paying Agent. "Attributable Debt" means, as to any particular lease under which any person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent (discounted at the rates implicit in the terms of such leases) required to be paid by such person under such lease during the remaining term thereof. The net amount of rent required to be paid under any such lease for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Authorized Newspaper" means a newspaper that is: (1) printed in the English language or in an offi- cial language of the country of publication; (2) customarily published on each business day in the place of publication; and (3) of general circulation in the relevant place or in the financial community of such place. Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers. "Bearer Security" means a Security payable to bearer. "Board" or "Board of Directors" means the Board of Directors of the Company or any authorized committee of the Board. "Bond Resolution" means a resolution adopted by the Board or by an Officer or committee of Officers pursuant to Board delegation authorizing a series of Securities. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of any person and all warrants or options to acquire such capital stock. "Common Stock" means the Common Stock, par value $1.00 per share, of the Company or any security into which the Common Stock may be converted. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Consolidated Capitalization" means the sum of Con- solidated Debt and Consolidated Net Worth. "Consolidated Debt" means the sum of all Debt of the Company and its Consolidated Subsidiaries, all indebtedness secured by assets of (and whether or not assumed by) the Com- pany or any Consolidated Subsidiary (which indebtedness shall be valued at the lesser of the outstanding principal amount thereof or the book value of such assets), all capitalized lease liabilities of the Company and Consolidated Subsidiaries and all outstanding obligations under guarantees and similar undertakings with respect to any such indebtedness or liabili- ties of Persons other than the Company and Consolidated Subsid- iaries which is required to be reflected on the Company's bal- ance sheet (excluding any note thereto) in accordance with GAAP. "Consolidated Net Worth" means the par value (or value stated on the books of the Company) of the capital stock of all classes of the Company and its Consolidated Subsidiaries issued and outstanding, plus (or minus in the case of a surplus deficit), the amount of the consolidated surplus, whether capi- tal or earned, of the Company and its Consolidated Subsidiaries. -2- "Consolidated Subsidiary" means any Subsidiary the accounts of which are consolidated with those of the Company in accordance with GAAP. "Conversion Rate" means such number of shares or amount of securities or other property for which $1,000 aggre- gate principal amount of Securities of any series is convert- ible, initially as stated in the Bond Resolution authorizing the series and as adjusted pursuant to the terms of this Inden- ture and the Bond Resolution. "coupon" means an interest coupon for a Bearer Security. "Debt" means all indebtedness for money borrowed, including notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount. "GAAP" shall mean generally accepted accounting prin- ciples set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certi- fied Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a sig- nificant segment of the accounting profession, which are appli- cable to the circumstances as of the date of determination. "Holder" or "Securityholder" means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon. "Indenture" means this Indenture and any Bond Resolu- tion as amended from time to time. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "Officer" means the Chairman, any Vice-Chairman, the President, any Senior Vice-President, any Vice-President, the Treasurer, the Secretary, the Controller or any Assistant Trea- surer of the Company. -3- "Officers' Certificate" means a certificate signed by two Officers or by an Officer and an Assistant Secretary or Assistant Treasurer of the Company. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security. "Principal Property" means all real and tangible per- sonal property owned by the Company or a Restricted Subsidiary constituting a part of any manufacturing or processing plant or warehouse located within the United States, exclusive of any property which the Company shall have determined is not of material importance to the total business conducted by the Com- pany and its Subsidiaries as an entirety. Such determination shall be evidenced by an Officers' Certificate delivered to the Trustee. In the absence of any such Officers' Certificate, the Trustee may be entitled to assume that any manufacturing or processing plant or warehouse within the United States of the Company or a Restricted Subsidiary is a Principal Property. "Registered Security" means a Security registered as to principal and interest by the Registrar. "Restricted Subsidiary" means (a) any Subsidiary of the Company other than (i) any Subsidiary substantially all the physical property of which is located, and substantially all the business of which is carried on, outside the United States of America, or (ii) any Subsidiary the primary business of which consists of owning real property leased to the Company or any of its Subsidiaries, or (iii) any Subsidiary primarily engaged in the business of a commercial finance company; and (b) any Subsidiary referred to in (i), (ii), or (iii) above which the Company shall designate as a Restricted Subsidiary. "SEC" means the Securities and Exchange Commission. "Securities" means the debt securities issued under this Indenture. "series" means a series of Securities or the Securi- ties of the series. "Stock Trading Day" means each day on which the secu- rities exchange or quotation system which is used to determine the Market Price is open for trading or quotation. -4- "Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indi- rectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code { 77aaa-77bbbb) as in effect on the date shown above. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction. "Yield to Maturity" means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security. SECTION 1.02. Other Definitions. Term Defined in Section "Bankruptcy Law" 6.01 "Conversion Agent" 2.03 "Conversion Date" 9.02 "Conversion Notice" 9.02 "Conversion Right" 9.01 "Custodian" 6.01 "Event of Default" 6.01 "Legal Holiday" 11.06 "Market Price" 9.07 "Mortgage" 4.05 "Paying Agent" 2.03 "Registrar" 2.03 "Transfer Agent" 2.03 "Treasury Regulations" 2.04 "U.S. Government Obligations" 8.02 -5- SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP in the United States; (3) GAAP principles are those applicable from time to time; (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions; (5) "or" is not exclusive; and (6) words in the singular include the plural, and in the plural include the singular. ARTICLE 2 THE SECURITIES SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Bond Resolution or a supplemental indenture that establishes the terms of the series, which may include the following: (1) the title of the series; (2) the aggregate principal amount of the series; (3) the interest rate, if any, or method of calcula- ting the interest rate; (4) the date from which interest will accrue; (5) the record dates for interest payable on Regis- tered Securities; -6- (6) the dates when principal and interest are payable; (7) the manner of paying principal and interest; (8) the places where principal and interest are payable; (9) the Registrar, Transfer Agent and Paying Agent; (10) the terms of any mandatory or optional redemp- tion by the Company; (11) the terms of any redemption at the option of Holders; (12) the denominations in which Securities are issuable; (13) whether Securities will be issuable as Regis- tered Securities or Bearer Securities; (14) whether and upon what terms Registered Securi- ties and Bearer Securities may be exchanged; (15) whether any Securities will be represented by a Security in global form; (16) the terms of any global Security; (17) the terms of any tax indemnity; (18) the currencies (including any composite cur- rency) in which principal or interest may be paid; (19) if payments of principal or interest may be made in a currency other than that in which Securi- ties are denominated, the manner for determining such payments; (20) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts; (21) provisions for electronic issuance of Securities or for Securities in uncertificated form; -7- (22) the portion of principal payable upon accelera- tion of a Discounted Security; (23) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture; (24) whether and upon what terms Securities may be defeased; (25) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B; (26) any terms that may be required by or advisable under U.S. or other applicable laws; (27) whether and upon what terms the Securities will be convertible into or exchangeable for other securities or property of the Company or another person; (28) whether and upon what terms Securities will be convertible into or exchangeable for other secu- rities or property of the Company or another person, which may include the terms provided in Article 9; and (29) any other terms not inconsistent with this Indenture. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. The creation and issuance of a series and the authen- tication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities by manual or facsimile signature. The Company's seal may reproduced on the Securities. An Officer shall sign any coupons by facsimile signature. If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is authenticated or delivered, the Security and coupons shall nevertheless be valid. -8- A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its original issuance or as provided in the Bond Resolution. Securities may have notations, legends or endorse- ments required by law, stock exchange rule, agreement or usage. SECTION 2.03. Bond Agents. The Company shall maintain an office or agency where Securities may be authenticated ("Registrar"), where Securities may be presented for registration of transfer or for exchange ("Transfer Agent"), where Securities may be presented for pay- ment ("Paying Agent") and where Securities may be presented for conversion ("Conversion Agent"). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company's request. The Transfer Agent shall keep a register of the Secu- rities and of their transfer and exchange. The Company may appoint more than one Registrar, Transfer Agent, Paying Agent or Conversion Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent, Paying Agent or Con- version Agent for a series, the Trustee shall act as such. SECTION 2.04. Bearer Securities. U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below: (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations. (2) Bearer Securities will not be issued in exchange for Registered Securities. -9- (3) All payments of principal and interest (includ- ing original issue discount) on Bearer Securi- ties will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that: (A) such payments may not be made by such Pay- ing Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation Section 1.163-5(c)(2)(v); and (B) making the payments in the United States would not have an adverse tax effect on the Company. If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or adminis- trative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as "registration-required" obligations under U.S. law. The Company shall notify the Trustee of any determi- nations by the Company under this Section. "Treasury Regulations" means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended. SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Pay- ing Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. -10- If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series. SECTION 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trus- tee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below. The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made. Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list. Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list. SECTION 2.07. Transfer and Exchange. Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange. If a series provides for Registered and Bearer Secu- rities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Secu- rities or the Bond Resolution if the requirements of the -11- Transfer Agent for such transactions are met and if Section 2.04 permits the exchange. SECTION 2.08. Replacement Securities. If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Secu- rity or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon if the Company and the Trustee receive: (1) evidence satisfactory to them of the loss, destruction or taking; (2) an indemnity bond satisfactory to them; and (3) payment of a sum sufficient to cover their expenses and any taxes for replacing the Secu- rity or coupon. A replacement Security shall have coupons attached correspond- ing to those, if any, on the replaced Security. Every replacement Security or coupon is an additional obligation of the Company. SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those can- celled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. -12- SECTION 2.10. Discounted Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Secu- rity shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date. SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affil- iate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. SECTION 2.12. Global Securities. If the Bond Resolution so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Com- pany's request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Secu- rities represented thereby. The Company may issue a global Security only to a depository designated by the Company. A depository may trans- fer a global Security only as a whole to its nominee or to a successor depository. The Bond Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities. The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a deposi- tory, for any depository records of beneficial ownership inter- ests or for any transactions between the depository and benefi- cial owners. -13- SECTION 2.13. Temporary Securities. Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Regis- tered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy cancelled Securities and coupons unless the Company otherwise directs. Unless the Bond Resolution otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation. SECTION 2.15. Defaulted Interest If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner. -14- ARTICLE 3 REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Bond Resolution otherwise provides, in accor- dance with this Article. In the case of a redemption by the Company, the Com- pany shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 50 days before the redemption date unless a shorter notice is satisfactory to the Trustee. If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice. SECTION 3.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropri- ate. The Trustee shall make the selection from Securities of the series outstanding and not previously called for redemp- tion. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. SECTION 3.03. Notice of Redemption. At least 20 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed. -15- If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities. A notice shall identify the Securities of the series to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Pay- ing Agent to collect the redemption price; (5) that interest on Securities called for redemp- tion ceases to accrue on and after the redemp- tion date; and (6) whether the redemption by the Company is manda- tory or optional. A redemption notice given by publication need not identify Registered Securities to be redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice. SECTION 3.05. Payment of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Com- pany shall pay to the Holder on the redemption date the redemp- tion price and accrued interest to such date, except that: -16- (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and (2) the Company will pay any such interest to Hold- ers of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent. Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the miss- ing coupons, the Company will return the amount so deducted. The Company also may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE 4 COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series. SECTION 4.02. Overdue Interest. Unless the Bond Resolution otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest -17- on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful. SECTION 4.03. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, princi- pal financial officer or principal accounting officer of the Company, as to the signer's knowledge of the Company's compli- ance with all conditions and covenants under this Indenture (determined without regard to any period of grace or require- ment of notice provided herein). Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years. The certificates need not comply with Section 11.04. SECTION 4.04. SEC Reports. The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, docu- ments, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections. SECTION 4.05. Limitations on Liens. (1) Except as provided in paragraphs (2) and (3) of this Section 4.05, the Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of Debt secured by pledge of, or mort- gage or lien on any Principal Property, shares of stock or Debt of a Restricted Subsidiary (such mortgages, pledges and liens being hereinafter in this Article Four called "Mortgage" or "Mortgages"), without effectively providing that the Securities (together with, if the Company shall so determine, any other -18- Debt of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities) shall be secured equally and ratably with (or prior to) such secured Debts, so long as such secured Debt shall be so secured. (2) Notwithstanding the provisions of paragraph (1), this Section 4.05 shall not apply to Debt secured by: (A) Mortgages on property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary or any Mortgages existing at the date of this Indenture; (B) Mortgages in favor of the Company or any Restricted Subsidiary; (C) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (D) Mortgages on property, shares of stock or Debt (a) existing at the time of acquisition thereof (including acquisition through merger or consolidation), (b) to secure the payment of all or any part of the purchase price thereof or (c) to secure any Debt incurred by the Company or a Restricted Subsidiary at the time of or within 120 days after the later of the acquisition, the completion of construction (including any improvements on any existing property) or the commencement of full opera- tion of such property if the Debt is incurred for the pur- pose of financing all or any part of the purchase price thereof or cost of construction or improvements thereon; (E) Mortgages in favor of any customer to secure advance payments for goods produced or services rendered to such customer in the ordinary course of business; (F) any extension, renewal or replacement (or suc- cessive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (A) to (E), inclusive; provided, that such exten- sion, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and that the amount of Debt secured thereby shall not exceed the amount of Debt so secured at the time of such extension, renewal or replacement. -19- (3) Notwithstanding the provisions of paragraph (1) of this Section 4.05, the Company may incur Debt secured by a Mortgage which would otherwise be prohibited by this Section 4.05 in an amount which if, after giving effect thereto, the aggregate amount of all such Debt so secured, plus the Attrib- utable Debt in respect of any sale and leaseback transaction otherwise prohibited by the provisions of Section 4.06 would not exceed 5% of the Company's Consolidated Capitalization. (4) The Company will deliver to the Trustee written notice within 30 days of the occurrence of a violation of this Section 4.05. SECTION 4.06. Limitation on Sales and Leasebacks. The Company will not itself, and will not permit any Restricted Subsidiary to, enter into any arrangement with any person (not including the Company or any Restricted Subsidiary) or to which any such person is a party, providing for the leas- ing by the Company or a Restricted Subsidiary for a period, including renewals, in excess of three years of any Principal Property which has been or is to be sold or transferred by the Company or a Restricted Subsidiary to such person or to any other person to whom funds have been or are to be advanced by such person on the security of such property (herein referred to as a "sale and leaseback transaction") unless either: (1) the Company or such Restricted Subsidiary could pursuant to paragraph (2) or (3) of Section 4.05 create Debt secured by a Mortgage on the Principal Property to be leased; provided, the Securities would be secured on an equal and ratable basis, or (2) the net proceeds of such sale are at least equal to the fair value (which shall be determined and evidenced by an Officers' Certificate) of such Principal Property and the Company or such Restricted Subsidiary, within 120 days after transfer of title to such Principal Property (A) purchases and surrenders to the Trustee for retirement and cancellation a principal amount of Securities equal to the net proceeds derived from such sale, (B) repays other Debt of the Company ranking on a parity with the Securi- ties or Debt of a Restricted Subsidiary in an amount equal to such net proceeds, (C) expends an amount equal to such net proceeds for the construction or acquisition of a Principal Property or (D) effects a combination of such purchases, repayments and expenditures in an amount equal to such net proceeds; provided, however, that the Company, at its option, shall be entitled to a credit, in respect -20- of its obligation to purchase and retire Securities under this Section 4.06, for the principal amount of any Securi- ties deposited with the Trustee for the purpose, at any time after the date hereof and prior to such 120th day, and also for the principal amount of (a) any Securities theretofore redeemed at the option of the Company other- wise than by a sinking fund payment, if any, (b) any Secu- rities theretofore redeemed by an optional sinking fund payment, if any, and (c) any Securities previously pur- chased by the Company and cancelled by the Trustee, in each case, at any time after the date hereof and prior to such 120th day (and not theretofore applied as a credit with respect to a mandatory sinking fund payment, if any), and in each case not theretofore applied as a credit under this Section 4.06. ARTICLE 5 SUCCESSORS SECTION 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any per- son unless: (1) the person is organized under the laws of the United States or a State thereof; (2) the person assumes by supplemental indenture all the obligations of the Company under this Inden- ture, the Securities and any coupons; (3) immediately after the transaction no Default exists; and (4) if, as a result of the transaction, a Principal Property would become subject to a Lien not per- mitted by Section 4.05, the Company or such per- son secures the Securities equally and ratably with or prior to all obligations secured by the Lien. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Inden- ture, the Securities and any coupons shall terminate. -21- ARTICLE 6 DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. An "Event of Default" on a series occurs if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default contin- ues for a period of 30 days; (2) the Company defaults in the payment of the prin- cipal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise; (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (4) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian for the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains unstayed and in -22- effect for 60 days; or (6) any other Event of Default provided for in the series. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time. SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series. -23- The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not pro- duce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permit- ted by law. SECTION 6.04. Waiver of Past Defaults. Unless the Bond Resolution otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (1) a Default in the payment of the principal of or interest on the series, or (2) a Default in respect of a provision that under Section 10.02 cannot be amended without the con- sent of each Securityholder affected. SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exer- cising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to fol- low any direction that conflicts with law or this Indenture. SECTION 6.06. Limitation on Suits. A Securityholder of a series may pursue a remedy with respect to the series only if: (1) the Holder gives to the Trustee notice of a con- tinuing Event of Default on the series; (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue remedies in respect of such Event of Default; -24- (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request. A Securityholder may not use this Indenture to preju- dice the rights of another Securityholder or to obtain a pref- erence or priority over another Securityholder. SECTION 6.07. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing on a series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series. SECTION 6.08. Priorities. If the Trustee collects any money for a series pursu- ant to this Article, it shall pay out the money in the follow- ing order: First: to the Trustee for amounts due under Section 7.06; Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for princi- pal and interest, respectively; and Third: to the Company. The Trustee may fix a payment date for any payment to Securityholders. -25- ARTICLE 7 TRUSTEE SECTION 7.01. Rights of Trustee. (1) The Trustee may rely on any document believed by it to be genuine and to have been signed or pre- sented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion. (3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pur- suant to Section 6.05. (5) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfac- tory to it against such loss, liability or expense. (6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (7) The Trustee shall have no duty with respect to a Default unless it has actual knowledge of the Default. (8) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers. (9) Any Agent shall have the same rights and be pro- tected to the same extent as if it were Trustee. -26- SECTION 7.02. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. SECTION 7.03. Trustee's Disclaimer. The Trustee makes no representation as to the valid- ity or adequacy of this Indenture or the Securities or any cou- pons; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securi- ties were issued in accordance with this Indenture. SECTION 7.04. Notice of Defaults. If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(3) until at least 90 days after it occurs. SECTION 7.05. Reports by Trustee to Holders. Any report required by TIA { 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before June 30 of each year. A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. -27- SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall coop- erate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. No settlement on behalf of the Company may be made by the Trustee without the Company's prior consent. In the event the Trustee shall enter into a settlement on the Com- pany's behalf without its prior consent the Company need not pay for such settlement. The Company need not reimburse any expense or indem- nify against any loss or liability incurred by the Trustee through negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities. SECTION 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appoint- ment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (1) the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09; -28- (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a Custodian or other public officer takes charge of the Trustee or its property; (4) the Trustee becomes incapable of acting; or (5) an event of the kind described in Section 6.01(4) or (5) occurs with respect to the Trustee. The Company also may remove the Trustee with or with- out cause if the Company so notifies the Trustee three months in advance and if no Default occurs during the three-month period. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written accep- tance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retir- ing Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06. SECTION 7.08. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust -29- business to, another corporation, the successor corporation without any further act shall be the successor Trustee. SECTION 7.09. Trustee's Capital and Surplus. The Trustee at all times shall have a combined capi- tal and surplus of at least $50,000,000 as set forth in its most recent published report of condition. SECTION 7.10. No Conflicting Interest. In determining whether the Trustee has a conflicting interest under TIA { 310(b)(1) the following are excluded: [ ]. ARTICLE 8 DISCHARGE OF INDENTURE SECTION 8.01. Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Bond Resolution otherwise pro- vides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of the series and any related coupons ("legal defeasance option"). The Company at any time may terminate as to a series its obli- gations under Sections 4.05 and 4.06 provided that none of its obligations in the Sections set forth in the immediately suc- ceeding sentence may be terminated ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06 and 7.07 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Section 7.06 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to Section 4.05 or Section 4.06. The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates. -30- SECTION 8.02. Conditions to Defeasance. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations; (2) the Company delivers to the Trustee a certifi- cate from a nationally recognized firm of inde- pendent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be; (3) immediately after the deposit no Default exists; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the deposit does not cause the Trustee to have a conflicting interest under TIA { 310(a) or { 310(b) as to another series; (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust result- ing from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (8) 91 days pass after the deposit is made and dur- ing the 91-day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. -31- "U.S. Government Obligations" means direct obliga- tions of the United States which have the full faith and credit of the United States pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Govern- ment Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accor- dance with this Indenture to the payment of principal and interest on Securities of the defeased series. SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person. ARTICLE 9 CONVERSION SECTION 9.01. Conversion Privilege. If the Bond Resolution establishing the terms of a series of securities so provides Securities of any series may be convertible into Common Stock or other securities (a "Con- version Right"). The Bond Resolution may establish, among other things, the terms of securities of the Company into which Securities of any series are convertible, the Conversion Rate, provisions for adjustments to the Conversion Rate and limita- tions upon exercise of the Conversion Right. Unless the Bond Resolution otherwise provides: (i) the provisions of Sections 9.01 through 9.08 shall apply to any Securities having a Conversion Right and (ii) the provision of Sections 9.09 through 9.16 shall apply to any Securities having a Conversion Right for Common Stock. -32- A Holder may convert a portion of a Security if the portion is $1,000 or integral multiples thereof. Provisions of this Indenture that apply to the conversion of the aggregate principal amount a Security also apply to conversion of a por- tion of it. SECTION 9.02. Conversion Procedure. To convert a Security a Holder must satisfy all requirements in the Securities or the Bond Resolution and (i) complete and manually sign the conversion notice (the "Con- version Notice") provided for in the Bond Resolution or the Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Conversion Agent or any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appro- priate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conver- sion of Securities not later than the fifth business day fol- lowing the Conversion Date in respect of the cash portion elected to be delivered in lieu of shares and not later than the seventh business day following the Conversion Date in respect of the portion to be settled in Common Stock. If any Security is converted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security con- verted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being converted will be paid on such interest payment date to the registered holder of such Security on the immedi- ately preceding record date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment will be made on conversion for interest accrued on the converted Security or for interest, dividends or other dis- tributions payable on any security issued on conversion. -33- If a Holder converts more than one Security at the same time, the number of full shares or other securities issu- able or cash payable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part the Trustee shall authenticate for the Holder a new Secu- rity equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Trustee shall authenticate and deliver to the Depositary a new Global Security in a denomination equal to and in exchange for the unconverted portion of the principal of the Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. SECTION 9.03. Taxes on Conversion. If a Holder of a Security exercises a Conversion Right, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because securities or other property are issued in a name other than the Holder's name. Nothing herein shall preclude any income tax or other withholding required by law or regulations. SECTION 9.04. Company Determination Final. Any determination that the Board of Directors must make pursuant to this Article 9 is conclusive, absent manifest error. SECTION 9.05. Trustee's and Conversion Agent's Disclaimer. The Trustee (and each Conversion Agent other than the Company) has no duty to determine when or if an adjustment under this Article 9 or any Bond Resolution should be made, how it should be made or calculated or what it should be. The Trustee (and each Conversion Agent other than the Company) makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee (and each Conversion Agent other than the Company) shall not be responsible for the Company's failure to comply -34- with this Article 9 or any provision of a Bond Resolution relating to a Conversion Right. SECTION 9.06. Company to Provide Conversion Securities. The Company shall reserve out of its authorized but unissued capital stock or its capital stock held in treasury sufficient shares to permit the conversion of all of the Secu- rities convertible into any capital stock of the Company. All shares of capital stock of any person which may be issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable. All debt securities or other instruments of any person which may be issued upon con- version of securities shall be duly authorized and legal, valid and binding obligations of such person. The Company will comply with all securities laws reg- ulating the offer and delivery of securities upon conversion of Securities. SECTION 9.07. Cash Settlement Option. If the Bond Resolution so provides, the Company may elect to satisfy, in whole or in part, a Conversion Right of Securities convertible into Capital Stock of any person by the delivery of cash. The amount of cash to be delivered shall be equal to the Market Price (as defined below) on the last Stock Trading Day preceding the applicable Conversion Date of a share of such Capital Stock multiplied by the number of shares of such Capital Stock in respect of which the Company elects to deliver cash. If the Company elects to satisfy, in whole or in part, a Conversion Right by the delivery of shares of such Cap- ital Stock, no fractional shares will be delivered. Instead, the Company will pay cash based on the Market Price for such fractional share of such Capital Stock. The "Market Price" of the Common Stock or any other Capital Stock into which Securities may be converted pursuant to a Bond Resolution or this Article 9 on any Stock Trading Day means the weighted average per share sale price for all sales of the Common Stock or such other Capital Stock on such Stock Trading Day (or, if the information necessary to calculate such weighted average per share sale price is not reported, the average of the high and low sale prices, or if no sales are reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices), as reported in the composite transactions -35- for the New York Stock Exchange, or if the Common Stock or such other Capital Stock is not listed or admitted to trading on such exchange, as reported in the composite transactions for the principal national or regional United States securities exchange on which the Common Stock or such other Capital Stock is listed or admitted to trading or, if the Common Stock or such other Capital Stock is not listed or admitted to trading on a United States national or regional securities exchange, as reported by NASDAQ or by the National Quotation Bureau Incorpo- rated. In the absence of such quotations, the Company shall be entitled to determine the Market Price on the basis of such quotations as it considers appropriate. SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock. If the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock other than Common Stock; or (5) issues by reclassification of its Common Stock any shares of its capital stock, then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the num- ber of shares of Capital Stock of the Company (or, at the Com- pany's option, an equivalent amount in cash) which he would have owned immediately following such action if he had con- verted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a sub- division, combination or reclassification. If after an adjustment a Holder of a Security may, upon conversion, receive shares of two or more classes of -36- Capital Stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Conver- sion Rate between or among the classes of Capital Stock. After such allocation, the conversion privilege and the Conversion Rate of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article. SECTION 9.09. Adjustment in Conversion Rate for Common Stock Issued Below Market Price. If the Company issues to all holders of Common Stock rights, options or warrants to subscribe for or purchase shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or rights, options or warrants to subscribe for or purchase such convertible or exchangeable securities at a Price Per Share (as defined and determined according to the formula given below) lower than the current Market Price on the date of such issuance, the Conver- sion Rate shall be adjusted in accordance with the following formula: AC = CC x O + N______ O + (N x R) M where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares outstanding immediately prior to such issuance. N = the "Number of Shares," which (i) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable for shares of Common Stock, is the maximum number of shares of Common Stock initially issuable upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the maximum number of shares of Common Stock initially issu- able upon the conversion or exchange of the convertible or exchangeable securities issuable upon the exercise of such rights, options or warrants. -37- R = the proceeds received or receivable by the Company, which (i) in the case of rights, options or warrants to sub- scribe for or purchase shares of Common Stock or of secu- rities convertible into or exchangeable for shares of Com- mon Stock, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convert- ible or exchangeable securities, plus the minimum aggre- gate amount of additional consideration, other than the convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to sub- scribe for or purchase convertible or exchangeable securi- ties, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate consideration payable to the Company upon the exercise thereof, plus the minimum aggregate amount of additional consideration, other than the convertible or exchangeable securities, payable upon the conversion or exchange of the convertible or exchangeable securities; provided, that in each case the proceeds received or receivable by the Company shall be deemed to be the amount of gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the sale, under- writing or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. M = the current Market Price per share of Common Stock on the date of issue of the rights, options or warrants to sub- scribe for or purchase shares of Common Stock or the secu- rities convertible into or exchangeable for shares of Com- mon Stock or the rights, options or warrants to subscribe for or purchase convertible or exchangeable securities. "Price Per Share" shall be defined and determined accord- ing to the following formula: P = R N where: P = Price Per Share and R and N have the meanings assigned above. If the Company shall issue rights, options, warrants or convertible or exchangeable securities for a consideration -38- consisting, in whole or in part, of property other than cash the amount of such consideration shall be determined in good faith by the Board of Directors whose determination shall be conclusive and evidenced by a resolution of the Board of Direc- tors filed with the Trustee. The adjustment shall be made successively whenever any such additional rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective immediately after the date of issue of such shares, rights, options, warrants or convertible or exchangeable securities. To the extent that such rights, options or warrants expire unexercised or to the extent any convertible or exchangeable securities are redeemed by the Company or other- wise cease to be convertible or exchangeable into shares of Common Stock, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjust- ment made upon the date of issuance of such rights, options, warrants or convertible or exchangeable securities been made upon the basis of the issuance of rights, options or warrants to subscribe for or purchase only the number of shares of Com- mon Stock as to which such rights, options or warrants were actually exercised and the number of shares of Common Stock that were actually issued upon the conversion or exchange of the convertible or exchangeable securities. SECTION 9.10. Adjustment for Other Distributions. If the Company distributes to all holders of its Com- mon Stock any of its assets or debt securities or any rights or warrants to purchase assets or debt securities of the Company, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x __(O x M)__ (O x M) - F where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date mentioned below. M = the current Market Price per share of Common Stock on the record date mentioned below. -39- F = the fair market value on the record date of the assets, securities, rights or warrants distributed. The Board of Directors of the Company shall determine the fair market value. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section does not apply to cash dividends or dis- tributions or to reclassifications or distributions referred to in Section 9.08. Also, this Section does not apply to shares issued below Market Price referred to in Section 9.09. SECTION 9.11. Voluntary Adjustment. The Company at any time may increase the Conversion Rate, temporarily or otherwise, by any amount but in no event shall such Conversion Rate result in the issuance of Common Stock at a price less than the par value of the Common Stock at the time such increase is made. SECTION 9.12. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require a change of at least 1% in the Conversion Rate. Any adjustments that are not made due to the immediately preceding sentence shall be carried forward and taken into account in any subsequent adjustment; provided, that any adjustment carried forward shall be deferred not in excess of three years, whereupon any adjustment to the Conversion Rate will be effected. All calculations under this Article 9 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. SECTION 9.13. When No Adjustment Required. Except as set forth in Section 9.09, no adjustment in the Conversion Rate shall be made because the Company issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible securities. -40- No adjustment in the Conversion Rate need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment of dividends or interest. No adjustment in the Conversion Rate need be made for a change in the par value of the Common Stock. No adjustment need be made for a transaction referred to in Section 9.08, 9.09 or 9.10 if Securityholders are to par- ticipate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. SECTION 9.14. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of Securities affected a notice of the adjustment. The Company shall file with the Trustee an Officers' Certificate or a certificate from the Company's inde- pendent public accountants stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct, absent manifest error. SECTION 9.15. Notice of Certain Transactions. If: (1) the Company proposes to take any action that would require an adjustment in the Conversion Rate, (2) the Company proposes to take any action that would require a supplemental indenture pursuant to Section 9.16, or (3) there is a proposed liquidation or dissolution of the Company, the Company shall mail to Holders of Securities of any affected series a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivi- sion, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the valid- ity of the transaction. -41- SECTION 9.16. Reorganization of the Company. If the Company is a party to a transaction subject to Section 5.01 or a merger which reclassifies, exchanges, or changes its outstanding Common Stock, the successor corporation (if other than the Company) shall enter into a supplemental indenture which shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which he would have owned immediately after the consolidation, merger, transfer or lease if he had converted the Security immediately before the effective date of the transaction. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be prac- tical to the adjustments provided for in this Article. The successor company shall mail to Holders of Securities of any affected series a notice briefly describing the supplemental indenture. If this Section applies, Sections 9.08, 9.09 and 9.10 do not apply. ARTICLE 10 AMENDMENTS SECTION 10.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture, the Securities or any coupons without the consent of any Securityholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article 5; (3) to provide that specific provisions of this Indenture shall not apply to a series not previ- ously issued; (4) to create a series and establish its terms; (5) to provide for a separate Trustee for one or more series; or (6) to make any change that does not materially adversely affect the rights of any Securityholder. -42- SECTION 10.02. With Consent of Holders. Unless the Bond Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securi- ties and any coupons with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class. However, with- out the consent of each Securityholder affected, an amendment under this Section may not: (1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any Security; (3) change the fixed maturity of any Security; (4) reduce the principal of any non-Discounted Secu- rity or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof; (5) change the currency in which principal or inter- est on a Security is payable; or (6) make any change in Section 6.04 or 10.02, except to increase the amount of Securities whose Hold- ers must consent to an amendment or waiver or to provide that other provisions of this Indenture cannot be amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they con- sent to the substance thereof. SECTION 10.03. Compliance with Trust Indenture Act. Every amendment pursuant to Section 10.01 or 10.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect. If a provision of the TIA requires or permits a pro- vision of this Indenture and the TIA provision is amended, then -43- the Indenture provision shall be automatically amended to like effect. SECTION 10.04. Effect of Consents. An amendment or waiver becomes effective in accor- dance with its terms and thereafter binds every Securityholder entitled to consent to it. A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subse- quent Holder of a Security that evidences the same debt as the consenting Holder's Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective. The Company may fix a record date for the determina- tion of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders. SECTION 10.05. Notation on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security there- after authenticated. The Company may issue in exchange for affected Securities new Securities that reflect the amendment or waiver. SECTION 10.06. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights. ARTICLE 11 MISCELLANEOUS SECTION 11.01. Trust Indenture Act. The provisions of TIA {{ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Inden- ture) are a part of and govern this Indenture, whether or not physically contained herein. -44- If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 11.02. Notices Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmis- sion confirmed by mail or mailed by first-class mail to the other's address shown below: Company: General Signal Corporation High Ridge Park, Box 10010 Stamford, Connecticut 06904 Attention: Vice President and Treasurer with a copy to the General Counsel Trustee: Attention: Corporate Trust Department A party by notice to the other parties may designate additional or different addresses for subsequent notices. Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any pub- lished notice. If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. -45- If in the Company's opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice. All notices shall be in the English language, except that any published notice may be in an official language of the country of publication. A "notice" includes any communication required by this Indenture. SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions prece- dent, if any, provided for in this Indenture relating to the proposed action have been com- plied with; and (2) an Opinion of Counsel stating that, in the opin- ion of such counsel, all such conditions prece- dent have been complied with. SECTION 11.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compli- ance with a condition or covenant provided for in this Inden- ture shall include: (1) a statement that the person making such certifi- cate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such cer- tificate or opinion are based; -46- (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such cove- nant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 11.05. Rules by Company and Agents. The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions. SECTION 11.06. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Bond Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holi- day, and no interest shall accrue for the intervening period. SECTION 11.07. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. SECTION 11.08. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. SECTION 11.09. Governing Law. The laws of the State of New York shall govern this Indenture, the Securities and any coupons, unless federal law governs. -47- SIGNATURES Dated: , 1994 GENERAL SIGNAL CORPORATION By Vice President and Treasurer Attest: _________________________ [Assistant] Secretary Dated: , 1994 [ ] By Vice President Attest: _________________________ Trust Officer -48- EXHIBIT A A Form of Registered Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to or registered assigns the principal sum of Dollars on , Interest Payment Dates: Record Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent and Paying Agent by (SEAL) Authenticated: Vice President and Treasurer Registrar, by Authorized Signatory Vice President A-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay interest on the princi- pal amount of this Security at the rate per annum shown above. The Company will pay interest semiannu- ally on and of each year commencing , 19__. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19__. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.2 The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise pro- vided in the Indenture. Holders must surrender Secu- rities to a Paying Agent to collect principal pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. 3. Bond Agents. Initially, [ ], will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of , 1994 ("Indenture") between the Company and [ ] ("Trustee"). The terms of the Securities include those stated in the Indenture and A-2 in the Bond Resolution creating the Securities and those made part of the Indenture by the Trust Inden- ture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by sub- tracting 100% of the principal amount (excluding pre- mium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. A-3 8. Notice of Redemption.7 Notice of redemption will be mailed at least 20 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. A-4 10. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,00011 and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorse- ments and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 11. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 12. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.12 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Com- pany obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 13. Restrictive Covenants.13 The Securities are unsecured general obligations of the Company limited to $ principal amount. 14. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. A-5 15. Defeasance Prior to Redemption or Maturity.14 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 16. Defaults and Remedies. An Event of Default15 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal16 of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 17. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. A-6 18. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 19. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 20. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon writ- ten request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Sig- nal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. A-7 EXHIBIT B A Form of Bearer Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to bearer the principal sum of Dollars on , Interest Payment Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent (SEAL) by Authenticated: Vice President and Treasurer [ ] Registrar, by Authorized Signature Vice President B-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay to bearer interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year commencing , 19 . Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19 . Interest will be computed on the basis of a 360-day year of twelve 30- day months. 2. Method of Payment.2 Holders must surrender Securities and any coupons to a Paying Agent to collect principal and interest pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. 3. Bond Agents. Initially, [ ], will act as Transfer Agent, Paying Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of , 1994 ("Indenture") between the Company and [ ] ("Trustee"). The terms of the Securities include those stated in the Indenture and the Bond Resolution and those made part of the Inden- ture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to B-2 the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursu- ant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securi- ties (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.7 Notice of redemption will be published once in an Authorized Newspaper in the City of New York and if the Securities are listed on any stock exchange located outside the United States and such stock exchange so requires, in any other required city B-3 outside the United States at least 20 days but not more than 60 days before the redemption date. Notice of redemption also will be mailed to holders who have filed their names and addresses with the Transfer Agent within the two preceding years. A holder of Securities may miss important notices if he fails to maintain his name and address with the Transfer Agent. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. B-4 10. Denominations, Transfer, Exchange. The Securities are in bearer form with coupons in denominations of $5,00011 and whole multiples of $5,000. The Securities may be transferred by deliv- ery and exchanged as provided in the Indenture. Upon an exhange, the Transfer Agent may require a holder, among other things, to furnish appropriate documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange any Security or portion of a Security selected for redemption. Also, it need not exchange any Securi- ties for a period of 15 days before a selection of Securities to be redeemed. 11. Persons Deemed Owners. The holder of a Security or coupon may be treated as its owner for all purposes. 12. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.12 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Inden- ture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 13. Restrictive Covenants.13 The Securities are unsecured general obligations of the Company limited to $ principal amount. 14. Successors. When a successor assumes all the obligations of the Company under the Securities, any coupons and the Indenture, the Company will be released from those obligations. B-5 15. Defeasance Prior to Redemption or Maturity.14 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities, any coupons and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of prin- cipal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 16. Defaults and Remedies. An Event of Default15 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal16 of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 17. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. B-6 18. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 19. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 20. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. B-7 [FACE OF COUPON] ............... [$]............ Due............ GENERAL SIGNAL CORPORATION [Title of Security] Unless the Security attached to this coupon has been called for redemption, General Signal Corporation ("Company") will pay to bearer, upon surrender, the amount shown hereon when due. This coupon may be surrendered for payment to any Paying Agent listed on the back of this coupon unless the Com- pany has replaced such Agent. Payment may be made by check. This coupon represents six months' interest. GENERAL SIGNAL CORPORATION By [REVERSE OF COUPON] PAYING AGENTS NOTES TO EXHIBITS A AND B 1 If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state. 2 If the method or currency of payment is different, insert a statement thereof. 3 If applicable. 4 If applicable. 5 If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount. 6 If applicable. Also insert, if applicable, provisions for repayment of Securities at the option of the Securityholder. 7 If applicable. 8 If applicable. 9 If applicable. If the Securities are convertible into securities or property other than Common Stock so specify and insert a brief summary of the terms of conversion. 10 If additional or different adjustment provisions apply so specify. 11 If applicable. Insert additional or different denominations. 12 If different terms apply, insert a brief summary thereof. 13 If applicable. If additional or different covenants apply, insert a brief summary thereof. 14 If applicable. If different defeasance terms apply, insert a brief summary thereof. 15 If additional or different Events of Default apply, insert a brief summary thereof. 16 If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default. Note: U.S. tax law may require certain legends on Discounted and Bearer Securities. EXHIBIT C ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to _________________________________________ : : :_______________________________________: (Insert assignee's soc. sec. or tax I.D. no.) (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: (Sign exactly as your name appears on the other side of this Security) C-1 EX-4.2 4 FORM OF SUBORDINATED INDENTURE Exhibit 4.2 GENERAL SIGNAL CORPORATION SUBORDINATED DEBT SECURITIES INDENTURE Dated as of , 1994 , Trustee TABLE OF CONTENTS Article Section Heading Page 1 DEFINITIONS 1.01 Definitions ....................... 1 1.02 Other Definitions ................. 3 1.03 Rules of Construction ............. 4 2 THE SECURITIES 2.01 Issuable in Series ................ 4 2.02 Execution and Authentication....... 6 2.03 Bond Agents ....................... 7 2.04 Bearer Securities ................. 7 2.05 Paying Agent to Hold Money in Trust ........................... 8 2.06 Securityholder Lists .............. 9 2.07 Transfer and Exchange ............. 9 2.08 Replacement Securities ............ 10 2.09 Outstanding Securities ............ 10 2.10 Discounted Securities ............. 11 2.11 Treasury Securities ............... 11 2.12 Global Securities ................. 11 2.13 Temporary Securities .............. 12 2.14 Cancellation ...................... 12 2.15 Defaulted Interest ................ 12 3 REDEMPTION 3.01 Notices to Trustee ................ 13 3.02 Selection of Securities to Be Redeemed ........................ 13 3.03 Notice of Redemption .............. 14 3.04 Effect of Notice of Redemption ...................... 14 3.05 Payment of Redemption Price ....... 14 3.06 Securities Redeemed in Part ....... 15 -i- Article Section Heading Page 4 COVENANTS 4.01 Payment of Securities ............. 15 4.02 Overdue Interest .................. 16 4.03 Compliance Certificate ............ 16 4.04 SEC Reports ....................... 16 5 SUCCESSORS 5.01 When Company May Merge, etc. ...... 17 6 DEFAULTS AND REMEDIES 6.01 Events of Default ................. 17 6.02 Acceleration ...................... 18 6.03 Other Remedies .................... 19 6.04 Waiver of Past Defaults ........... 19 6.05 Control by Majority ............... 20 6.06 Limitation on Suits ............... 20 6.07 Collection Suit by Trustee ........ 20 6.08 Priorities ........................ 21 7 TRUSTEE 7.01 Rights of Trustee ................. 21 7.02 Individual Rights of Trustee ...... 22 7.03 Trustee's Disclaimer .............. 22 7.04 Notice of Defaults ................ 22 7.05 Reports by Trustee to Holders ..... 23 7.06 Compensation and Indemnity ........ 23 7.07 Replacement of Trustee ............ 24 7.08 Successor Trustee by Merger, etc. ............................ 25 7.09 Trustee's Capital and Surplus ..... 25 7.10 No Conflicting Interest............ 25 8 DISCHARGE OF INDENTURE 8.01 Defeasance ........................ 25 8.02 Conditions to Defeasance .......... 26 8.03 Application of Trust Money ........ 27 8.04 Repayment to Company .............. 27 -ii- Article Section Heading Page 9 CONVERSION 9.01 Conversion Privilege .............. 28 9.02 Conversion Procedure .............. 28 9.03 Taxes on Conversion ............... 29 9.04 Company Determination Final ....... 30 9.05 Trustee's and Conversion Agent's Disclaimer .............. 30 9.06 Company to Provide Conversion Securities ...................... 30 9.07 Cash Settlement Option ............ 31 9.08 Adjustment in Conversion Rate for Change in Capital Stock ..... 31 9.09 Adjustment in Conversion Rate for Common Stock Issued Below Market Price .............. 32 9.10 Adjustment for Other Distributions ................... 35 9.11 Voluntary Adjustment .............. 35 9.12 When Adjustment May Be Deferred ........................ 36 9.13 When No Adjustment Required ....... 36 9.14 Notice of Adjustment .............. 36 9.15 Notice of Certain Transactions .................... 37 9.16 Reorganization of the Company ..... 37 10 SUBORDINATION 10.01 Agreement to Subordinate .......... 38 10.02 Certain Definitions ............... 38 10.03 Liquidation; Dissolution; Bankruptcy ...................... 39 10.04 Company Not to Make Payments with Respect to Securities in Certain Circumstances ........ 39 10.05 Acceleration of Securities ........ 40 10.06 When Distribution Must Be Paid Over ............................ 40 10.07 Notice by Company ................. 41 10.08 Subrogation ....................... 41 10.09 Subordination May Not Be Impaired by Company ............. 41 10.10 Distribution or Notice to Representative .................. 41 10.11 Rights of Trustee and Paying Agent ........................... 41 10.12 Officer's Certificate ............. 42 -iii- Article Section Heading Page 10.13 Obligation of Company Unconditional ................... 43 AMENDMENTS 11 11.01 Without Consent of Holders ........ 43 11.02 With Consent of Holders ........... 44 11.03 Compliance with Trust Inden- ture Act ........................ 45 11.04 Effect of Consent ................. 45 11.05 Notation on or Exchange of Securities ...................... 45 11.06 Trustee Protected ................. 46 12 MISCELLANEOUS 12.01 Trust Indenture Act ............... 46 12.02 Notices ........................... 46 12.03 Certificate and Opinion as to Conditions Precedent ............ 47 12.04 Statements Required in Cer- tificate or Opinion ............. 48 12.05 Rules by Company and Agents ....... 48 12.06 Legal Holidays .................... 48 12.07 No Recourse Against Others ........ 48 12.08 Duplicate Originals ............... 49 12.09 Governing Law ..................... 49 SIGNATURES ................................ 50 Exhibit A: A Form of Registered Security ...................... A-1 Exhibit B: A Form of Bearer Security Notes to Exhibits A and B ..... B-1 Exhibit C: A Form of Assignment .......... C-1 Exhibit D: A Form of Conversion Notice ........................ D-1 -iv- INDENTURE dated as of , 1994 between GENERAL SIGNAL CORPORATION, a New York corporation ("Company"), and , a ("Trustee"). Each party agrees as follows for the benefit of the Holders of the Company's debt securities issued under this Indenture: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. "Agent" means any Registrar, Transfer Agent, Paying Agent or Conversion Agent. "Authorized Newspaper" means a newspaper that is: (1) printed in the English language or in an offi- cial language of the country of publication; (2) customarily published on each business day in the place of publication; and (3) of general circulation in the relevant place or in the financial community of such place. Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers. "Bearer Security" means a Security payable to bearer. "Board" means the Board of Directors of the Company or any authorized committee of the Board. "Bond Resolution" means a resolution adopted by the Board or by an Officer or committee of Officers pursuant to Board delegation authorizing a series of Securities. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of any person and all warrants or options to acquire such capital stock. "Common Stock" means the Common Stock, par value $1.00 per share, of the Company or any security into which the Common Stock may be converted. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Conversion Rate" means such number of shares or amount of securities or other property for which $1,000 aggre- gate principal amount of Securities of any series is convert- ible, initially as stated in the Bond Resolution authorizing the series and as adjusted pursuant to the terms of this Inden- ture and the Bond Resolution. "coupon" means an interest coupon for a Bearer Security. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount. "Holder" or "Securityholder" means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon. "Indenture" means this Indenture and any Bond Resolu- tion as amended from time to time. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "Officer" means the Chairman, any Vice-Chairman, the President, any Senior Vice-President, any Vice-President, the Treasurer, the Secretary, the Controller or any Assistant Trea- surer of the Company. "Officers' Certificate" means a certificate signed by two Officers or by an Officer and an Assistant Secretary or Assistant Treasurer of the Company. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security. -2- "Registered Security" means a Security registered as to principal and interest by the Registrar. "SEC" means the Securities and Exchange Commission. "Securities" means the debt securities issued under this Indenture. "series" means a series of Securities or the Securi- ties of the series. "Stock Trading Day" means each day on which the secu- rities exchange or quotation system which is used to determine the Market Price is open for trading or quotation. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code { 77aaa-77bbbb) as in effect on the date shown above. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction. "Yield to Maturity" means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security. SECTION 1.02. Other Definitions. Term Defined in Section "Bankruptcy Law" 6.01 "Conversion Agent" 2.03 "Conversion Date" 9.02 "Conversion Notice" 9.02 "Conversion Right" 9.01 "Custodian" 6.01 "Event of Default" 6.01 "Legal Holiday" 12.06 "Market Price" 9.07 "Paying Agent" 2.03 "Registrar" 2.03 -3- "Representative" 10.02 "Senior Indebtedness" 10.02 "Transfer Agent" 2.03 "Treasury Regulations" 2.04 "U.S. Government Obligations" 8.02 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with gener- ally accepted accounting principles in the United States; (3) generally accepted accounting principles are those applicable from time to time; (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions; (5) "or" is not exclusive; and (6) words in the singular include the plural, and in the plural include the singular. ARTICLE 2 THE SECURITIES SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Bond Resolution or a supplemental indenture that establishes the terms of the series, which may include the following: (1) the title of the series; (2) the aggregate principal amount of the series; (3) the interest rate, if any, or method of calcula- ting the interest rate; -4- (4) the date from which interest will accrue; (5) the record dates for interest payable on Regis- tered Securities; (6) the dates when principal and interest are payable; (7) the manner of paying principal and interest; (8) the places where principal and interest are payable; (9) the Registrar, Transfer Agent and Paying Agent; (10) the terms of any mandatory or optional redemp- tion by the Company; (11) the terms of any redemption at the option of Holders; (12) the denominations in which Securities are issuable; (13) whether Securities will be issuable as Regis- tered Securities or Bearer Securities; (14) whether and upon what terms Registered Securi- ties and Bearer Securities may be exchanged; (15) whether any Securities will be represented by a Security in global form; (16) the terms of any global Security; (17) the terms of any tax indemnity; (18) the currencies (including any composite cur- rency) in which principal or interest may be paid; (19) if payments of principal or interest may be made in a currency other than that in which Securi- ties are denominated, the manner for determining such payments; (20) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts; -5- (21) provisions for electronic issuance of Securities or for Securities in uncertificated form; (22) the portion of principal payable upon accelera- tion of a Discounted Security; (23) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture; (24) whether and upon what terms Securities may be defeased; (25) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B; (26) any terms that may be required by or advisable under U.S. or other applicable laws; (27) the terms of the subordination of the Securities of such series, if different from that provided in Article 10; (28) whether and upon what terms Securities will be convertible into or exchangeable for other secu- rities or property of the Company or another person, which may include the terms provided in Article 9; and (29) any other terms not inconsistent with this Indenture. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. The creation and issuance of a series and the authen- tication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities by manual or facsimile signature. The Company's seal may be reproduced on the Securities. An Officer shall sign any coupons by facsimile signature. If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is -6- authenticated or delivered, the Security and coupons shall nevertheless be valid. A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its original issuance or as provided in the Bond Resolution. Securities may have notations, legends or endorse- ments required by law, stock exchange rule, agreement or usage. SECTION 2.03. Bond Agents. The Company shall maintain an office or agency where Securities may be authenticated ("Registrar"), where Securities may be presented for registration of transfer or for exchange ("Transfer Agent"), where Securities may be presented for pay- ment ("Paying Agent") and where Securities may be presented for conversion ("Conversion Agent"). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company's request. The Transfer Agent shall keep a register of the Secu- rities and of their transfer and exchange. The Company may appoint more than one Registrar, Transfer Agent, Paying Agent or Conversion Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent, Paying Agent or Con- version Agent for a series, the Trustee shall act as such. SECTION 2.04. Bearer Securities. U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below: (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations. -7- (2) Bearer Securities will not be issued in exchange for Registered Securities. (3) All payments of principal and interest (includ- ing original issue discount) on Bearer Securi- ties will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that: (A) such payments may not be made by such Pay- ing Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation { 1.163-5(c)(2)(v); and (B) making the payments in the United States would not have an adverse tax effect on the Company. If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or adminis- trative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as "registration-required" obligations under U.S. law. The Company shall notify the Trustee of any determi- nations by the Company under this Section. "Treasury Regulations" means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended. SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Pay- ing Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to -8- pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series. SECTION 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trus- tee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below. The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made. Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list. Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list. SECTION 2.07. Transfer and Exchange. Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange. -9- If a series provides for Registered and Bearer Secu- rities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Secu- rities or the Bond Resolution if the requirements of the Trans- fer Agent for such transactions are met and if Section 2.04 permits the exchange. SECTION 2.08. Replacement Securities. If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Secu- rity or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon if the Company and the Trustee receive: (1) evidence satisfactory to them of the loss, destruction or taking; (2) an indemnity bond satisfactory to them; and (3) payment of a sum sufficient to cover their expenses and any taxes for replacing the Secu- rity or coupon. A replacement Security shall have coupons attached correspond- ing to those, if any, on the replaced Security. Every replacement Security or coupon is an additional obligation of the Company. SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those can- celled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. -10- A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. SECTION 2.10. Discounted Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Secu- rity shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date. SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affil- iate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. SECTION 2.12. Global Securities. If the Bond Resolution so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Com- pany's request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Secu- rities represented thereby. The Company may issue a global Security only to a depository designated by the Company. A depository may trans- fer a global Security only as a whole to its nominee or to a successor depository. The Bond Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities. -11- The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a deposi- tory, for any depository records of beneficial ownership inter- ests or for any transactions between the depository and benefi- cial owners. SECTION 2.13. Temporary Securities. Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Regis- tered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy cancelled Securities and coupons unless the Company otherwise directs. Unless the Bond Resolution otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation. SECTION 2.15. Defaulted Interest If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive -12- defaulted interest or the Company may pay defaulted interest in any other lawful manner. ARTICLE 3 REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Bond Resolution otherwise provides, in accor- dance with this Article. In the case of a redemption by the Company, the Com- pany shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 50 days before the redemption date unless a shorter notice is satisfactory to the Trustee. If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice. SECTION 3.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropri- ate. The Trustee shall make the selection from Securities of the series outstanding and not previously called for redemp- tion. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. -13- SECTION 3.03. Notice of Redemption. At least 20 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed. If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities. A notice shall identify the Securities of the series to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Pay- ing Agent to collect the redemption price; (5) that interest on Securities called for redemp- tion ceases to accrue on and after the redemp- tion date; and (6) whether the redemption by the Company is manda- tory or optional. A redemption notice given by publication need not identify Registered Securities to be redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice. SECTION 3.05. Payment of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the -14- redemption price of and accrued interest on all Securities to be redeemed on that date. When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Com- pany shall pay to the Holder on the redemption date the redemp- tion price and accrued interest to such date, except that: (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and (2) the Company will pay any such interest to Hold- ers of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent. Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the miss- ing coupons, the Company will return the amount so deducted. The Company also may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE 4 COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series. -15- SECTION 4.02. Overdue Interest. Unless the Bond Resolution otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful. SECTION 4.03. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, princi- pal financial officer or principal accounting officer of the Company, as to the signer's knowledge of the Company's compli- ance with all conditions and covenants under this Indenture (determined without regard to any period of grace or require- ment of notice provided herein). Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years. The certificates need not comply with Section 12.04. SECTION 4.04. SEC Reports. The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, docu- ments, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections. -16- ARTICLE 5 SUCCESSORS SECTION 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any per- son unless: (1) the person is organized under the laws of the United States or a State thereof; (2) the person assumes by supplemental indenture all the obligations of the Company under this Inden- ture, the Securities and any coupons; and (3) immediately after the transaction no Default exists. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Inden- ture, the Securities and any coupons shall terminate. ARTICLE 6 DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. An "Event of Default" on a series occurs if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default contin- ues for a period of 30 days; (2) the Company defaults in the payment of the prin- cipal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise; (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (4) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case, -17- (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian for the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 60 days; or (6) any other Event of Default provided for in the series. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time. SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due -18- and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series. The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not pro- duce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permit- ted by law. SECTION 6.04. Waiver of Past Defaults. Unless the Bond Resolution otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (1) a Default in the payment of the principal of or interest on the series, or (2) a Default in respect of a provision that under Section 9.02 cannot be amended without the con- sent of each Securityholder affected. -19- SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exer- cising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to fol- low any direction that conflicts with law or this Indenture. SECTION 6.06. Limitation on Suits. A Securityholder of a series may pursue a remedy with respect to the series only if: (1) the Holder gives to the Trustee notice of a con- tinuing Event of Default on the series; (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue remedies in respect of such Event of Default; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request. A Securityholder may not use this Indenture to preju- dice the rights of another Securityholder or to obtain a pref- erence or priority over another Securityholder. SECTION 6.07. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing on a series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series. -20- SECTION 6.08. Priorities. If the Trustee collects any money for a series pursu- ant to this Article, it shall pay out the money in the follow- ing order: First: to the Trustee for amounts due under Section 7.06; Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for princi- pal and interest, respectively; and Third: to the Company. The Trustee may fix a payment date for any payment to Securityholders. ARTICLE 7 TRUSTEE SECTION 7.01. Rights of Trustee. (1) The Trustee may rely on any document believed by it to be genuine and to have been signed or pre- sented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion. (3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pur- suant to Section 6.05. (5) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably -21- believes may expose it to any loss, liability or expense unless it receives indemnity satisfac- tory to it against such loss, liability or expense. (6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (7) The Trustee shall have no duty with respect to a Default unless it has actual knowledge of the Default. (8) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers. (9) Any Agent shall have the same rights and be pro- tected to the same extent as if it were Trustee. SECTION 7.02. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. SECTION 7.03. Trustee's Disclaimer. The Trustee makes no representation as to the valid- ity or adequacy of this Indenture or the Securities or any cou- pons; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securi- ties were issued in accordance with this Indenture. SECTION 7.04. Notice of Defaults. If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice -22- of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(3) until at least 90 days after it occurs. SECTION 7.05. Reports by Trustee to Holders. Any report required by TIA { 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before June 30 of each year. A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall coop- erate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. No settlement on behalf of the Company may be made by the Trustee without the Company's prior consent. In the event the Trustee shall enter into a settlement on the Com- pany's behalf without its prior consent the Company need not pay for any such settlement. The Company need not reimburse any expense or indem- nify against any loss or liability incurred by the Trustee through negligence or bad faith. -23- To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities. SECTION 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appoint- ment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (1) the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a Custodian or other public officer takes charge of the Trustee or its property; (4) the Trustee becomes incapable of acting; or (5) an event of the kind described in Section 6.01(4) or (5) occurs with respect to the Trustee. The Company also may remove the Trustee with or with- out cause if the Company so notifies the Trustee three months in advance and if no Default occurs during the three-month period. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of -24- competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written accep- tance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retir- ing Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06. SECTION 7.08. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. SECTION 7.09. Trustee's Capital and Surplus. The Trustee at all times shall have a combined capi- tal and surplus of at least $50,000,000 as set forth in its most recent published report of condition. SECTION 7.10. No Conflicting Interest. In determining whether the Trustee has a conflicting interest under TIA { 310(b)(1) the following are excluded: [ ]. ARTICLE 8 DISCHARGE OF INDENTURE SECTION 8.01. Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Bond Resolution otherwise pro- vides, in accordance with this Article. -25- The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of the series and any related coupons ("legal defeasance option"). The Company at any time may terminate as to a series certain of its obligations; provided that none of its obligations in the Sections set forth in the immediately succeeding sentence may be terminated ("covenant defeasance option"). In the case of the legal defeasance option, the Company's obligations in Sec- tions 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06 and 7.07 shall survive until the Securities of the series are no longer out- standing; thereafter the Company's obligations in Section 7.06 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates. SECTION 8.02. Conditions to Defeasance. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations; (2) the Company delivers to the Trustee a certifi- cate from a nationally recognized firm of inde- pendent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be; (3) immediately after the deposit no Default exists; (4) the deposit does not constitute a default under any other agreement binding on the Company; -26- (5) the deposit does not cause the Trustee to have a conflicting interest under TIA { 310(a) or { 310(b) as to another series; (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust result- ing from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (8) 91 days pass after the deposit is made and dur- ing the 91-day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. "U.S. Government Obligations" means direct obliga- tions of the United States which have the full faith and credit of the United States pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Govern- ment Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accor- dance with this Indenture to the payment of principal and interest on Securities of the defeased series. SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of -27- principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person. ARTICLE 9 CONVERSION SECTION 9.01. Conversion Privilege. If the Bond Resolution establishing the terms of a series of securities so provides Securities of any series may be convertible into Common Stock or other securities (a "Con- version Right"). The Bond Resolution may establish, among other things, the terms of securities of the Company into which Securities of any series are convertible, the Conversion Rate, provisions for adjustments to the Conversion Rate and limita- tions upon exercise of the Conversion Right. Unless the Bond Resolution otherwise provides: (i) the provisions of Sections 9.01 through 9.08 shall apply to any Securities having a Conversion Right and (ii) the provision of Sections 9.09 through 9.16 shall apply to any Securities having a Conversion Right for Common Stock. A Holder may convert a portion of a Security if the portion is $1,000 or integral multiples thereof. Provisions of this Indenture that apply to the conversion of the aggregate principal amount a Security also apply to conversion of a por- tion of it. SECTION 9.02. Conversion Procedure. To convert a Security a Holder must satisfy all requirements in the Securities or the Bond Resolution and (i) complete and manually sign the conversion notice (the "Con- version Notice") provided for in the Bond Resolution or the Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Conversion Agent or any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appro- priate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. -28- The Company will complete settlement of any conver- sion of Securities not later than the fifth business day fol- lowing the Conversion Date in respect of the cash portion elected to be delivered in lieu of shares and not later than the seventh business day following the Conversion Date in respect of the portion to be settled in Common Stock. If any Security is converted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Security con- verted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being converted will be paid on such interest payment date to the registered holder of such Security on the immedi- ately preceding record date. Subject to the aforesaid right of the registered holder to receive interest, no payment or adjustment will be made on conversion for interest accrued on the converted Security or for interest, dividends or other dis- tributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the number of full shares or other securities issu- able or cash payable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part the Trustee shall authenticate for the Holder a new Secu- rity equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Trustee shall authenticate and deliver to the Depositary a new Global Security in a denomination equal to and in exchange for the unconverted portion of the principal of the Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. SECTION 9.03. Taxes on Conversion. If a Holder of a Security exercises a Conversion Right, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any -29- such tax which is due because securities or other property are issued in a name other than the Holder's name. Nothing herein shall preclude any income tax or other withholding required by law or regulations. SECTION 9.04. Company Determination Final. Any determination that the Board of Directors must make pursuant to this Article 9 is conclusive, absent manifest error. SECTION 9.05. Trustee's and Conversion Agent's Disclaimer. The Trustee (and each Conversion Agent other than the Company) has no duty to determine when or if an adjustment under this Article 9 or any Bond Resolution should be made, how it should be made or calculated or what it should be. The Trustee (and each Conversion Agent other than the Company) makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee (and each Conversion Agent other than the Company) shall not be responsible for the Company's failure to comply with this Article 9 or any provision of a Bond Resolution relating to a Conversion Right. SECTION 9.06. Company to Provide Conversion Securities. The Company shall reserve out of its authorized but unissued capital stock or its capital stock held in treasury sufficient shares to permit the conversion of all of the Secu- rities convertible into any capital stock of the Company. All shares of capital stock of any person which may be issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable. All debt securities or other instruments of any person which may be issued upon con- version of securities shall be duly authorized and legal, valid and binding obligations of such person. The Company will comply with all securities laws reg- ulating the offer and delivery of securities upon conversion of Securities. -30- SECTION 9.07. Cash Settlement Option. If the Bond Resolution so provides, the Company may elect to satisfy, in whole or in part, a Conversion Right of Securities convertible into Capital Stock of any person by the delivery of cash. The amount of cash to be delivered shall be equal to the Market Price (as defined below) on the last Stock Trading Day preceding the applicable Conversion Date of a share of such Capital Stock multiplied by the number of shares of such Capital Stock in respect of which the Company elects to deliver cash. If the Company elects to satisfy, in whole or in part, a Conversion Right by the delivery of shares of such Cap- ital Stock, no fractional shares will be delivered. Instead, the Company will pay cash based on the Market Price for such fractional share of such Capital Stock. The "Market Price" of the Common Stock or any other Capital Stock into which Securities may be converted pursuant to a Bond Resolution or this Article 9 on any Stock Trading Day means the weighted average per share sale price for all sales of the Common Stock or such other Capital Stock on such Stock Trading Day (or, if the information necessary to calculate such weighted average per share sale price is not reported, the average of the high and low sale prices, or if no sales are reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices), as reported in the composite transactions for the New York Stock Exchange, or if the Common Stock or such other Capital Stock is not listed or admitted to trading on such exchange, as reported in the composite transactions for the principal national or regional United States securities exchange on which the Common Stock or such other Capital Stock is listed or admitted to trading or, if the Common Stock or such other Capital Stock is not listed or admitted to trading on a United States national or regional securities exchange, as reported by NASDAQ or by the National Quotation Bureau Incorpo- rated. In the absence of such quotations, the Company shall be entitled to determine the Market Price on the basis of such quotations as it considers appropriate. SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock. If the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; -31- (2) subdivides its outstanding shares of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock other than Common Stock; or (5) issues by reclassification of its Common Stock any shares of its capital stock, then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the num- ber of shares of Capital Stock of the Company (or, at the Com- pany's option, an equivalent amount in cash) which he would have owned immediately following such action if he had con- verted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a sub- division, combination or reclassification. If after an adjustment a Holder of a Security may, upon conversion, receive shares of two or more classes of Capi- tal Stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Conversion Rate between or among the classes of Capital Stock. After such allocation, the conversion privilege and the Conversion Rate of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article. SECTION 9.09. Adjustment in Conversion Rate for Common Stock Issued Below Market Price. If the Company issues to all holders of Common Stock rights, options or warrants to subscribe for or purchase shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or rights, options or warrants to subscribe for or purchase such convertible or exchangeable securities (excluding shares of Common Stock, rights, options, warrants therefor or convertible or exchange- able securities or rights, options, or warrants therefor issued in transactions described in Section 10.05) at a Price Per Share (as defined and determined according to the formula given -32- below) lower than the current Market Price on the date of such issuance, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x O + N______ O + (N x R) M where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares outstanding immediately prior to such issuance. N = the "Number of Shares," which (i) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable for shares of Common Stock, is the maximum number of shares of Common Stock initially issuable upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the maximum number of shares of Common Stock initially issu- able upon the conversion or exchange of the convertible or exchangeable securities issuable upon the exercise of such rights, options or warrants. R = the proceeds received or receivable by the Company, which (i) in the case of rights, options or warrants to sub- scribe for or purchase shares of Common Stock or of secu- rities convertible into or exchangeable for shares of Com- mon Stock, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convert- ible or exchangeable securities, plus the minimum aggre- gate amount of additional consideration, other than the convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to sub- scribe for or purchase convertible or exchangeable securi- ties, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate consideration payable to the Company upon the exercise thereof, plus the minimum aggregate amount of additional consideration, other than the convertible or exchangeable securities, payable upon the conversion or -33- exchange of the convertible or exchangeable securities; provided, that in each case the proceeds received or receivable by the Company shall be deemed to be the amount of gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the sale, under- writing or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. M = the current Market Price per share of Common Stock on the date of issue of the rights, options or warrants to sub- scribe for or purchase shares of Common Stock or the secu- rities convertible into or exchangeable for shares of Com- mon Stock or the rights, options or warrants to subscribe for or purchase convertible or exchangeable securities. "Price Per Share" shall be defined and determined accord- ing to the following formula: P = R N where: P = Price Per Share and R and N have the meanings assigned above. If the Company shall issue rights, options, warrants or convertible or exchangeable securities for a consideration consisting, in whole or in part, of property other than cash the amount of such consideration shall be determined in good faith by the Board of Directors whose determination shall be conclusive and evidenced by a resolution of the Board of Direc- tors filed with the Trustee. The adjustment shall be made successively whenever any such additional rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective immediately after the date of issue of such shares, rights, options, warrants or convertible or exchangeable securities. To the extent that such rights, options or warrants expire unexercised or to the extent any convertible or exchangeable securities are redeemed by the Company or other- wise cease to be convertible or exchangeable into shares of Common Stock, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjust- ment made upon the date of issuance of such rights, options, warrants or convertible or exchangeable securities been made -34- upon the basis of the issuance of rights, options or warrants to subscribe for or purchase only the number of shares of Com- mon Stock as to which such rights, options or warrants were actually exercised and the number of shares of Common Stock that were actually issued upon the conversion or exchange of the convertible or exchangeable securities. SECTION 9.10. Adjustment for Other Distributions. If the Company distributes to all holders of its Com- mon Stock any of its assets or debt securities or any rights or warrants to purchase assets or debt securities of the Company, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x __(O x M)__ (O x M) - F where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date mentioned below. M = the current Market Price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights or warrants distributed. The Board of Directors of the Company shall determine the fair market value. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section does not apply to cash dividends or dis- tributions or to reclassifications or distributions referred to in Section 9.08. Also, this Section does not apply to shares issued below Market Price referred to in Section 9.09. SECTION 9.11. Voluntary Adjustment. The Company at any time may increase the Conversion Rate, temporarily or otherwise, by any amount but in no event -35- shall such Conversion Rate result in the issuance of Common Stock at a price less than the par value of the Common Stock at the time such increase is made. SECTION 9.12. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require a change of at least 1% in the Conversion Rate. Any adjustments that are not made due to the immediately preceding sentence shall be carried forward and taken into account in any subsequent adjustment; provided, that any adjustment carried forward shall be deferred not in excess of three years, whereupon any adjustment to the Conversion Rate will be effected. All calculations under this Article 9 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. SECTION 9.13. When No Adjustment Required. Except as set forth in Section 9.09, no adjustment in the Conversion Rate shall be made because the Company issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible securities. No adjustment in the Conversion Rate need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment of dividends or interest. No adjustment in the Conversion Rate need be made for a change in the par value of the Common Stock. No adjustment need be made for a transaction referred to in Section 9.08, 9.09 or 9.10 if Securityholders are to par- ticipate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. SECTION 9.14. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of Securities affected a notice -36- of the adjustment. The Company shall file with the Trustee an Officers' Certificate or a certificate from the Company's inde- pendent public accountants stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct, absent manifest error. SECTION 9.15. Notice of Certain Transactions. If: (1) the Company proposes to take any action that would require an adjustment in the Conversion Rate, (2) the Company proposes to take any action that would require a supplemental indenture pursuant to Section 9.16, or (3) there is a proposed liquidation or dissolution of the Company, the Company shall mail to Holders of Securities of any affected series a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivi- sion, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the valid- ity of the transaction. SECTION 9.16. Reorganization of the Company. If the Company is a party to a transaction subject to Section 5.01 or a merger which reclassifies, exchanges, or changes its outstanding Common Stock, the successor corporation (if other than the Company) shall enter into a supplemental indenture which shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which he would have owned immediately after the consolidation, merger, transfer or lease if he had converted the Security immediately before the effective date of the transaction. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be prac- tical to the adjustments provided for in this Article. The successor company shall mail to Holders of Securities of any affected series a notice briefly describing the supplemental indenture. -37- If this Section applies, Sections 9.08, 9.09 and 9.10 do not apply. ARTICLE 10 SUBORDINATION SECTION 10.01. Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the indebtedness evidenced by the Securities and the payment of principal thereof and inter- est thereon are subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior pay- ment in full of all Senior Indebtedness and that the subordina- tion is for the benefit of the holders of Senior Indebtedness. Money and securities held in trust pursuant to Article 8 are not subject to the subordination provisions of this Article 10. SECTION 10.02. Certain Definitions. "Representative" means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness. "Senior Indebtedness" means the principal of and interest on (a) any and all indebtedness and obligations of the Company (including indebtedness of others guaranteed by the Company) other than the Securities, whether or not contingent and whether outstanding on the date of this Indenture or there- after created, incurred or assumed, which (i) are for money borrowed; (ii) are evidenced by any bond, note, debenture or similar instrument; (iii) represent the unpaid balance on the purchase price of any property, business or asset of any kind; (iv) are obligations of the Company as lessee under any and all leases of property, equipment or other assets required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; (v) are reimbursement obliga- tions of the Company with respect to letters of credit; (vi) are obligations of the Company with respect to interest rate swap obligations and foreign exchange agreements; or (vii) are obligations of others secured by a lien to which any of the properties or assets (including, without limitation, leasehold interests and any other tangible or intangible prop- erty rights) of the Company are subject, whether or not the obligations secured thereby shall have been assumed by the Com- pany or shall otherwise be the Company's legal liability and -38- (b) any deferrals, amendments, renewals, extensions, modifica- tions and refundings of any indebtedness or obligations of the types referred to above; provided that Senior Indebtedness shall not include (i) the Securities; (ii) any indebtedness or obligation of the Company which, by its express terms or the express terms of the instrument creating or evidencing it, is not superior in right of payment to the Securities; and (iii) any indebtedness or obligation incurred by the Company in connection with the purchase of assets, materials or services in the ordinary course of business and which constitutes a trade payable. SECTION 10.03. Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the Company's assets to creditors of the Company in a liquidation or dissolu- tion of the Company or in a bankruptcy, reorganization, insol- vency, receivership or similar proceeding relating to the Com- pany or its property, whether voluntary or involuntary: (1) holders of Senior Indebtedness shall be entitled to receive payment in full of the principal of and inter- est to the date of payment on the Senior Indebtedness before Securityholders shall be entitled to receive any payment of principal of or interest on Securities; and (2) until the Senior Indebtedness is paid in full, any distribution to which Securityholders would be enti- tled but for this Article shall be made to holders of Senior Indebtedness as their interests may appear, except the Securityholders may receive securities that are subor- dinated to Senior Indebtedness to at least the same extent as the Securities. SECTION 10.04. Company Not to Make Payments with Respect to Securities in Certain Circumstances. Except for payment in or distribution of securities that are subordinated to Senior Indebtedness to at least the same extent as the Securities, the Company shall not make any payment with respect to the principal of or interest on any of the Securities, or make any other payment with respect to the purchase or other acquisition of any of the Securities: (a) if there shall have occurred a default in the payment of the principal of or interest on any Senior Indebtedness; or -39- (b) if there shall exist at the time of such pay- ment, or such payment would create, an event of default (or an event which, with the giving of notice or the pas- sage of time or both, would become an event of default) with respect to any Senior Indebtedness which would permit the holders (or any specified proportion of such holders) of such Senior Indebtedness to accelerate the maturity thereof, and if notification of such default or event of default has been given to the Company by a holder of such Senior Indebtedness or by a trustee, agent or Representa- tive for an issue of Senior Indebtedness; unless and until, in each case, whether described in clause (a) or clause (b), such default or event of default shall have been cured or waived in the manner required by the instrument relat- ing to such Senior Indebtedness or shall otherwise have ceased to exist. Regardless of anything to the contrary herein, noth- ing shall prevent (a) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Article 8 or (b) any payment by the Trustee or the Paying Agent as permitted by Section 10.11. SECTION 10.05. Acceleration of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify hold- ers of Senior Indebtedness of the acceleration. SECTION 10.06. When Distribution Must Be Paid Over. In the event that the Company shall make any payment to the Trustee of the principal of or interest on the Securi- ties at a time when such payment is prohibited by Section 10.03 or 10.04, such payment shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and deliv- ered to, the Representatives or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebted- ness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebted- ness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. If a distribution is made to Securityholders that because of this Article should not have been made to them, the -40- Securityholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear. SECTION 10.07. Notice by Company. The Company shall promptly notify the Trustee and any Paying Agent in writing of any facts known to the Company that would cause a payment of principal of or interest on Securities to violate this Article. SECTION 10.08. Subrogation. After all Senior Indebtedness is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Security- holders have been applied to the payment of Senior Indebted- ness. A distribution made under this Article to holders of Senior Indebtedness which otherwise would have been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on Senior Indebtedness. SECTION 10.09. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. SECTION 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative. SECTION 10.11. Rights of Trustee and Paying Agent. The Trustee or Paying Agent may continue to make pay- ments on the Securities until a Trust Officer of the Trustee receives written notice of facts that would cause a payment of principal of or interest on the Securities to violate this Article. Only the Company, a Representative or a holder of an -41- issue of Senior Indebtedness that has no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a Representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pur- suant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evi- dence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Securityholders or the Company or any other per- son money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 10.12. Officers' Certificate. If there occurs an event referred to in Section 10.03 or 10.04, the Company shall promptly give to a Trust Officer of the Trustee an Officers' Certificate (on which the Trustee may conclusively rely) identifying all holders of Senior Indebted- ness or their Representatives and the principal amount of Senior Indebtedness then outstanding held by each such holder and stating the reasons why such Officers' Certificate is being delivered to the Trustee. -42- SECTION 10.13. Obligation of Company Unconditional. Nothing contained in this Article 10 or elsewhere in this Indenture or in any Bond Resolution is intended to or shall impair, as between the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securi- ties, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 10 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any distribution of assets of the Company referred to in this Article 10, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities shall be enti- tled to rely upon any order or decree by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or the Holders of the Securities, for the purpose of ascertaining the persons entitled to par- ticipate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or dis- tributed thereon and all other facts pertinent thereto or to this Article 10. Nothing contained in this Article 10 or else- where in this Indenture or in any Security is intended to or shall affect the obligation of the Company to make, or prevent the Company from making, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceeding, and except during the continuance of any default specified in Section 10.04 (not cured or waived), payments at any time of the principal or of interest on the Securities. ARTICLE 11 AMENDMENTS SECTION 11.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture, the Securities or any coupons without the consent of any Securityholder: -43- (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article 5; (3) to provide that specific provisions of this Indenture shall not apply to a series not previ- ously issued; (4) to create a series and establish its terms; (5) to provide for a separate Trustee for one or more series; or (6) to make any change that does not materially adversely affect the rights of any Securityholder. SECTION 11.02. With Consent of Holders. Unless the Bond Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securi- ties and any coupons with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class. However, with- out the consent of each Securityholder affected, an amendment under this Section may not: (1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any Security; (3) change the fixed maturity of any Security; (4) reduce the principal of any non-Discounted Secu- rity or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof; (5) change the currency in which principal or inter- est on a Security is payable; or (6) make any change in Section 6.04 or 11.02, except to increase the amount of Securities whose Hold- ers must consent to an amendment or waiver or to provide that other provisions of this Indenture -44- cannot be amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they con- sent to the substance thereof. SECTION 11.03. Compliance with Trust Indenture Act. Every amendment pursuant to Section 11.01 or 11.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect. If a provision of the TIA requires or permits a pro- vision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect. SECTION 11.04. Effect of Consents. An amendment or waiver becomes effective in accor- dance with its terms and thereafter binds every Securityholder entitled to consent to it. A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subse- quent Holder of a Security that evidences the same debt as the consenting Holder's Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective. The Company may fix a record date for the determina- tion of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders. SECTION 11.05. Notation on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security there- after authenticated. The Company may issue in exchange for -45- affected Securities new Securities that reflect the amendment or waiver. SECTION 11.06. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights. ARTICLE 12 MISCELLANEOUS SECTION 12.01. Trust Indenture Act. The provisions of TIA {{ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Inden- ture) are a part of and govern this Indenture, whether or not physically contained herein. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 12.02. Notices Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmis- sion confirmed by mail or mailed by first-class mail to the other's address shown below: Company: General Signal Corporation High Ridge Park, Box 10010 Stamford, Connecticut 06904 Attention: Vice President and Treasurer with a copy to the General Counsel Trustee: Attention: Corporate Trust Department -46- A party by notice to the other parties may designate additional or different addresses for subsequent notices. Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any pub- lished notice. If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. If in the Company's opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice. All notices shall be in the English language, except that any published notice may be in an official language of the country of publication. A "notice" includes any communication required by this Indenture. SECTION 12.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions prece- dent, if any, provided for in this Indenture relating to the proposed action have been com- plied with; and (2) an Opinion of Counsel stating that, in the opin- ion of such counsel, all such conditions prece- dent have been complied with. -47- SECTION 12.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compli- ance with a condition or covenant provided for in this Inden- ture shall include: (1) a statement that the person making such certifi- cate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such cer- tificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such cove- nant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 12.05. Rules by Company and Agents. The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions. SECTION 12.06. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Bond Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holi- day, and no interest shall accrue for the intervening period. SECTION 12.07. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. -48- SECTION 12.08. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. SECTION 12.09. Governing Law. The laws of the State of New York shall govern this Indenture, the Securities and any coupons, unless federal law governs. -49- SIGNATURES Dated: , 1994 GENERAL SIGNAL CORPORATION By ______________________________ Vice President and Treasurer Attest: _________________________ [Assistant] Secretary Dated: , 1994 [ ] By ______________________________ Vice President Attest: _________________________ Trust Officer -50- EXHIBIT A A Form of Registered Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to or registered assigns the principal sum of Dollars on , Interest Payment Dates: Record Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent and Paying Agent by (SEAL) Authenticated: Vice President and Treasurer Registrar, by Authorized Signatory Vice President A-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay interest on the princi- pal amount of this Security at the rate per annum shown above. The Company will pay interest semiannu- ally on and of each year commencing , 19__. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19__. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.2 The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise pro- vided in the Indenture. Holders must surrender Secu- rities to a Paying Agent to collect principal pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. 3. Bond Agents. Initially, [ ], will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of , 1994 ("Indenture") between the Company and [ ] ("Trustee"). The terms of the Securities include those stated in the Indenture and A-2 in the Bond Resolution creating the Securities and those made part of the Indenture by the Trust Inden- ture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by sub- tracting 100% of the principal amount (excluding pre- mium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. A-3 8. Notice of Redemption.7 Notice of redemption will be mailed at least 20 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. A-4 10. Subordination.11 The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subor- dination and authorizes the Trustee to give it effect. 11. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,00012 and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorse- ments and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 12. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 13. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.13 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Com- pany obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. A-5 14. Restrictive Covenants.14 The Securities are unsecured general obligations of the Company limited to $ principal amount. 15. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity.15 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default16 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal17 of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company A-6 must furnish an annual compliance certificate to the Trustee. 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon writ- ten request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Sig- nal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. A-7 EXHIBIT B A Form of Bearer Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to bearer the principal sum of Dollars on , Interest Payment Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent (SEAL) by Authenticated: Vice President and Treasurer [ ] Registrar, by Authorized Signature Vice President B-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay to bearer interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year commencing , 19 . Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19 . Interest will be computed on the basis of a 360-day year of twelve 30- day months. 2. Method of Payment.2 Holders must surrender Securities and any coupons to a Paying Agent to collect principal and interest pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. 3. Bond Agents. Initially, [ ], will act as Transfer Agent, Paying Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of , 1994 ("Indenture") between the Company and [ ] ("Trustee"). The terms of the Securities include those stated in the Indenture and the Bond Resolution and those made part of the Inden- ture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to B-2 the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursu- ant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securi- ties (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.7 Notice of redemption will be published once in an Authorized Newspaper in the City of New York and if the Securities are listed on any stock exchange located outside the United States and such stock exchange so requires, in any other required city B-3 outside the United States at least 20 days but not more than 60 days before the redemption date. Notice of redemption also will be mailed to holders who have filed their names and addresses with the Transfer Agent within the two preceding years. A holder of Securities may miss important notices if he fails to maintain his name and address with the Transfer Agent. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on _______________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is _____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, sub- ject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. B-4 10. Subordination.11 The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subor- dination and authorizes the Trustee to give it effect. 11. Denominations, Transfer, Exchange. The Securities are in bearer form with coupons in denominations of $5,00012 and whole multiples of $5,000. The Securities may be transferred by deliv- ery and exchanged as provided in the Indenture. Upon an exchange, the Transfer Agent may require a holder, among other things, to furnish appropriate documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange any Security or portion of a Security selected for redemption. Also, it need not exchange any Securi- ties for a period of 15 days before a selection of Securities to be redeemed. 12. Persons Deemed Owners. The holder of a Security or coupon may be treated as its owner for all purposes. 13. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.13 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Inden- ture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. B-5 14. Restrictive Covenants.14 The Securities are unsecured general obligations of the Company limited to $ principal amount. 15. Successors. When a successor assumes all the obligations of the Company under the Securities, any coupons and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity.15 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities, any coupons and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of prin- cipal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default16 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal17 of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that B-6 withholding notice is in their interests. The Com- pany must furnish an annual compliance certificate to the Trustee. 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. B-7 [FACE OF COUPON] ............... [$]............ Due............ GENERAL SIGNAL CORPORATION [Title of Security] Unless the Security attached to this coupon has been called for redemption, General Signal Corporation ("Company") will pay to bearer, upon surrender, the amount shown hereon when due. This coupon may be surrendered for payment to any Paying Agent listed on the back of this coupon unless the Com- pany has replaced such Agent. Payment may be made by check. This coupon represents six months' interest. GENERAL SIGNAL CORPORATION By____________________________________ [REVERSE OF COUPON] PAYING AGENTS NOTES TO EXHIBITS A AND B 1 If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state. 2 If the method or currency of payment is different, insert a statement thereof. 3 If applicable. 4 If applicable. 5 If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount. 6 If applicable. Also insert, if applicable, provisions for repayment of Securities at the option of the Securityholder. 7 If applicable. 8 If applicable. 9 If applicable. If the Securities are convertible into securities property other than Common Stock so specify and insert a brief summary of the terms of conversion. 10 If additional or different adjustment provisions apply so specify. 11 If additional or different subordination terms apply insert a brief summary thereof. 12 If applicable. Insert additional or different denominations. 13 If different terms apply, insert a brief summary thereof. 14 If applicable. If additional or different covenants apply, insert a brief summary thereof. 15 If applicable. If different defeasance terms apply, insert a brief summary thereof. 16 If additional or different Events of Default apply, insert a brief summary thereof. 17 If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default. Note: U.S. tax law may require certain legends on Discounted and Bearer Securities. EXHIBIT C ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to _________________________________________ : : :_______________________________________: (Insert assignee's soc. sec. or tax I.D. no.) _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint _______________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: ________________________ ________________________ (Sign exactly as your name appears on the other side of this Security) C-1 EXHIBIT D CONVERSION NOTICE To convert this Security, check the box: _____ / / To convert only part of this Security, state the amount (must be in integral multiples of $1,000); $_____________________________ If you want the securities delivered upon conversion made out in another person's name, fill in the form below: (Insert other person's Social Security or Tax I.D. Number) ______________________________ ______________________________ ______________________________ ______________________________ (Print or type other person's name, address and zip code) Date: _________ Signature(s): ______________________________ ______________________________ (Sign exactly as your name(s) appear(s) on the other side of this Security) D-1 Signature(s) guaranteed by: ________________________________ (All signatures must be guaranteed by a member of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company located in the United States) D-2 EX-5.1 5 OPINION Exhibit 5.1 May 12, 1994 (212) 701-3000 General Signal Corporation High Ridge Park Stamford, Connecticut 06904 Re: Registration Statement on Form S-3 Gentlemen: We have acted as counsel for General Signal Corporation (the "Company"), in connection with a post-effective amendment to the Company's Registration Statement, on Form S-3, File Numbers 33-25926 and 33-33929 (the "Registration Statement") relating to the registration by the Company of up to $300,000,000 aggregate proceeds from the issuance of: (i) senior debt securities to be offered in one or more series, from time to time, by the Company (the "Senior Debt Securities"), pursuant to an indenture (the "Senior Indenture") to be entered into between the Company and Chemical Bank (the "Senior Trustee"); (ii) subordinated debt secu- rities to be offered in one or more series, from time to time, by the Company (the "Subordinated Debt Securities and, together with -2- the Senior Debt Securities the "Debt Securities"), pursuant to an indenture (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures") to be entered into between the Company and a trustee to be identified in the applicable Prospec- tus Supplement (the "Subordinated Trustee" and, together with the Senior Trustee, the "Trustees"); (iii) shares of the Company's preferred stock, par value $1.00 per share (the "Preferred Stock"), to be offered in one or more series, from time to time, by the Company; (iv) shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), to be offered, from time to time, by the Company; and (v) warrants to purchase Debt Securities, Preferred Stock and Common Stock of the Company (the "Warrants"). The Debt Securities, Preferred Stock, Common Stock and Warrants are collectively referred to herein as the "Securi- ties." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Statement. In connection therewith, we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation and Bylaws of the Company, each as amended, resolutions of the Board of Directors of the Company with respect to the filing of the Reg- istration Statement, the Indentures, and such other documents as we have deemed necessary or appropriate for the purpose of render- ing this opinion. In our examination of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to us as con- formed, photostatic or other copies. As to matters of fact which have not been independently established, we have relied upon rep- resentations of officers of the Company. Based upon the foregoing, and subject to the effective- ness of the Registration Statement, as amended, under the Securi- ties Act of 1933, as amended, we advise you that in our opinion: 1. When and if either Indenture has been duly quali- fied under the Trust Indenture Act of 1939, as amended, and has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery thereof by the appli- cable Trustee, such Indenture will be a valid and binding agree- ment of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, -3- moratorium or other similar laws now or hereafter in effect relat- ing to creditors' rights generally and subject, as to enforceabil- ity, to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 2. When and if any Warrant Agreement relating to the Securities has been duly authorized, executed and delivered by the Company, such Warrant Agreement will be a valid and binding agree- ment of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be lim- ited by the laws of bankruptcy, insolvency, reorganization, fraud- ulent conveyance, moratorium or other similar laws now or here- after in effect relating to creditors' rights generally and sub- ject, as to enforceability, to general principles of equity (regardless of whether such enforceability is considered in a pro- ceeding in equity or at law); 3. When and if (i) the Senior Indenture under which a series of Senior Debt Securities is to be issued has been duly executed and delivered by the parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the defin- itive terms of any series of Senior Debt Securities and of their issue and sale has been duly established in accordance with the provisions of the Senior Indenture so as not to violate any appli- cable law or agreement or instrument then binding on the Company, (iii) such series of Senior Debt Securities has been duly executed by the Company and authenticated by the Senior Trustee, (iv) such series of Senior Debt Securities has been issued and delivered in the manner contemplated by the Senior Indenture, the Registration Statement, the Prospectus contained therein and the applicable Prospectus Supplement, and (v) such series of Senior Debt Securi- ties has duly paid for by the purchasers thereof, such series of Senior Debt Securities will be entitled to the benefits of the Senior Indenture, and will be the valid and binding obligation of the Company, enforceable in accordance with its terms except as the enforceability thereof may be limited by the laws of bank- ruptcy, insolvency, reorganization, fraudulent conveyance, morato- rium or other similar laws now or hereafter in effect relating to creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforce- ability is considered in a proceeding in equity or at law); 4. When and if (i) the Subordinated Indenture under which a series of Subordinated Debt Securities is to be issued has been duly executed and delivered by the parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the definitive terms of any series of Subordinated Debt Securities -4- and of its issue and sale have been duly established in accordance with the provisions of the Subordinated Indenture so as not to violate any applicable law or agreement or instrument then binding on the Company, (iii) such series of Subordinated Debt Securities has been duly executed by the Company and authenticated by the Subordinated Trustee, (iv) such series of Subordinated Debt Secu- rities has been issued and delivered in the manner contemplated by the Subordinated Indenture, the Registration Statement, the Pro- spectus contained therein and the applicable Prospectus Supple- ment, and (v) such series of Subordinated Debt Securities has duly paid for by the purchasers thereof, such series of Subordinated Debt Securities will be entitled to the benefits of the Subordi- nated Indenture, and will be the valid and binding obligation of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by the laws of bank- ruptcy, insolvency, reorganization, fraudulent conveyance, morato- rium or other similar laws now or hereafter in effect relating to creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforce- ability is considered in a proceeding in equity or at law); 5. When and if the definitive terms of any series of Preferred Stock and of the offering of such series of Preferred Stock have been duly established in accordance with a board resolution so as not to violate any applicable law or agreement or instrument then binding on the Company, and an appropriate cer- tificate of amendment to the Company's Restated Certificate of Incorporation has been filed in accordance with the New York Busi- ness Corporation Law for the issuance of the series of Preferred Stock in one or more series, and the Preferred Stock so offered has been issued or delivered from shares of the Company's autho- rized Preferred Stock reserved therefor and paid for by the pur- chasers thereof, in the manner contemplated by the Registration Statement, the Prospectus contained therein and in the applicable Prospectus Supplement, such Preferred Stock will be validly issued, fully paid and non-assessable; 6. When and if the definitive terms of any offering of Common Stock has been duly established in accordance with a board resolution so as not to violate any applicable law or agreement or instrument then binding on the Company, and the Common Stock so offered has been issued or delivered from shares of the Company's authorized Common Stock reserved therefor and paid for by the pur- chasers thereof, in the manner contemplated by the Registration Statement, the Prospectus contained therein and in the applicable Prospectus Supplement, such Common Stock will be validly issued, fully paid and non-assessable; -5- 7. When and if the definitive terms of any offering of Warrants to purchase Securities have been established in accor- dance with a board resolution so as not to violate any applicable law or agreement or instrument then binding on the Company, the Warrant Agreement relating thereto has been duly authorized, exe- cuted and delivered by the Company and the applicable Warrant Agent, and the Warrants so offered have been issued or delivered and paid for by the purchasers thereof in accordance with the terms of the applicable Warrant Agreement, the Registration Statement, the Prospectus contained therein and the applicable Prospectus Supplement, such Warrants will be duly and validly issued; 8. When and if any Debt Securities and Preferred Stock that are by their terms convertible into Common Stock and that have been issued in accordance with paragraphs 3, 4, and 5 above, respectively, have been surrendered to the Company for conversion in accordance with the applicable terms of the Debt Securities or Preferred Stock , as applicable, and in the case of Debt Securi- ties, in accordance with the Subordinated Indenture, and the Com- mon Stock issuable upon such conversion has been duly issued or delivered from shares of the Company's authorized Common Stock reserved therefor, such Common Stock will be duly authorized, val- idly issued, fully paid and non-assessable; You have informed us that you intend to issue the Secu- rities, from time to time, on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regu- lations, as in effect on the date hereof. We understand that prior to issuing any Securities you will advise us in writing of the terms thereof, will afford us an opportunity to review the operative documents pursuant to which such Securities are to be issued (including the applicable Prospectus supplement) and will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Securities. We hereby consent to the reference to our firm in the Registration Statement under the Prospectus caption "Legal Mat- ters" and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, CAHILL GORDON & REINDEL EX-23.1 6 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 Consent of Independent Auditors The Board of Directors General Signal Corporation We consent to the reference of our firm under the caption "Experts" in the Registration Statement (Post-Effective Amend- ment No. 1 on Form S-3 No. 33-33929) and related Prospectus of General Signal Corporation for the registration of certain securities and to the incorporation by reference therein of our reports (a) dated January 25, 1994, with respect to the 1993 and 1992 financial statements of General Signal Corporation and consolidated subsidiaries, and (b) dated March 18, 1994 with respect to its 1993 and 1992 financial statement schedules, included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /s/ Ernst & Young Stamford, Connecticut May 10, 1994 EX-23.2 7 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 Consent of Independent Accountants The Board of Directors General Signal Corporation: We consent to incorporation by reference in the reg- istration statement on Form S-3 (No. 33-33929) of General Sig- nal Corporation of our report dated January 24, 1992, relating to the statements of earnings, shareholders' equity and cash flows and related schedules for the year ended December 31, 1991 (prior to the acquisition of Revco Scientific, Inc.), which report appears in the December 31, 1993 annual report on Form 10-K of General Signal Corporation. /s/ KPMG Peat Marwick Stamford, Connecticut May 10, 1994 -----END PRIVACY-ENHANCED MESSAGE-----