Exhibit 4.2
HUBBELL INCORPORATED,
as
Issuer
AND
THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
as
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 2, 2008
To
INDENTURE
Dated as of September 15, 1995
5.95% Senior Notes due 2018
FIRST SUPPLEMENTAL INDENTURE (as
hereinafter defined, the “ First Supplemental
Indenture ”), dated as of June 2, 2008, between
HUBBELL INCORPORATED, a Connecticut corporation (the “
Company ”), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a national banking association, as Trustee (the “
Trustee ”).
WHEREAS, the Company and Chemical
Bank (as predecessor to The Chase Manhattan Bank and JPMorgan Chase
Bank, N.A.) (the “ Original Trustee ”) executed
and delivered an Indenture, dated as of September 15, 1995
(the “ Base Indenture ” and, together with the
First Supplemental Indenture, the “ Indenture
”), to provide for the issuance by the Company, from time to
time, of senior unsecured debt securities, consisting of
debentures, notes, bonds and/or other unsecured evidences of
indebtedness, to be issued in one or more series, as provided in
the Indenture;
WHEREAS, subsequent to the date of
the Base Indenture, The Bank of New York Trust Company, N.A.
acquired the trustee business of the Original Trustee and succeeded
the Original Trustee as the Trustee under the Indenture;
WHEREAS, pursuant to Resolutions of
the Board of Directors of the Company, dated May 5, 2008, the
Company authorized the creation and issuance of a series of its
debt securities under the Indenture, designated as the “5.95%
Senior Notes due 2018” in the initial aggregate principal
amount of $300,000,000 (the “ Notes ”);
WHEREAS, Section 11.01 of the
Base Indenture provides that, without prior notice to or the
consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may
enter into one or more supplemental indentures to establish the
forms or terms of Debt Securities as permitted by
Sections 2.01 and 3.01 of the Base Indenture;
WHEREAS, the Company desires to
establish the forms and terms of the Notes in accordance with
Sections 2.01 and 3.01 of the Base Indenture;
WHEREAS, the Company has determined
that this First Supplemental Indenture is authorized and permitted
by Section 11.01 of the Base Indenture and has delivered to
the Trustee an Opinion of Counsel to that effect and an
Officers’ Certificate pursuant to Section 1.02 of the
Base Indenture to the effect that all conditions precedent provided
for in the Base Indenture to the Trustee’s execution and
delivery of this First Supplemental Indenture have been complied
with;
WHEREAS, the Indenture is subject to
the provisions of the Trust Indenture Act that are required to be
part of the Indenture and shall, to the extent applicable, be
governed by such provisions; and
WHEREAS, all things necessary to make
this First Supplemental Indenture a valid agreement of the Company,
in accordance with its terms, and to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the
execution and delivery of this First Supplemental Indenture has
been duly authorized in all respects.
NOW, THEREFORE, in consideration of
the covenants and agreements set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
1
ARTICLE 1
DEFINITIONS
Section 1.1 Definition of
Terms . For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the
context requires otherwise:
(a) a term defined in the Base
Indenture and not otherwise defined herein has the same meaning
when used in this First Supplemental Indenture; and
(b) the following terms have the
meanings given to them in this Section 1.1(b) and shall have
the meaning set forth below for purposes of this First Supplemental
Indenture and the Base Indenture as it relates to the Notes created
hereby:
“ Additional Notes
” shall have the meaning set forth in Section 6.1
hereof.
“ Business Day ”
means, with respect to the Notes, any calendar day that is not a
Saturday, Sunday or legal holiday in New York, New York and on
which commercial banks are open for business in New York, New
York.
“ Change of Control
” means the occurrence of any of the following: (a) the
direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one
or more series of related transactions, of all or substantially all
of the Company’s assets and its subsidiaries’ assets,
taken as a whole, to any person, other than the Company or one of
its subsidiaries; provided, however, that none of the
circumstances in this clause (a) will be a Change of Control
if the persons that beneficially own the Company’s Voting
Stock immediately prior to the transaction own, directly or
indirectly, shares with a majority of the total voting power of all
outstanding voting securities of the surviving or transferee person
that are entitled to vote generally in the election of that
person’s board of directors, managers or trustees immediately
after the transaction; (b) the consummation of any transaction
(including, without limitation, any merger or consolidation), the
result of which is that any person becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the Company’s
outstanding Voting Stock or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number
of shares; provided, however, that a person shall not be
deemed beneficial owner of, or to own beneficially, (A) any
securities tendered pursuant to a tender or exchange offer made by
or on behalf of such person or any of such person’s
affiliates until such tendered securities are accepted for purchase
or exchange thereunder, or (B) any securities if such
beneficial ownership (1) arises solely as a result of a
revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to the applicable rules and regulations
under the Exchange Act and (2) is not also then reportable on
Schedule 13D (or any successor schedule) under the Exchange
Act; (c) the Company consolidates with, or merge with or into,
any person, or any person consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in
which any of the Company’s outstanding Voting Stock or the
Voting Stock of such other person is converted into or exchanged
for cash, securities or other property, other than any such
transaction where the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or
are converted into or exchanged for, a majority of the Voting Stock
of the surviving person or any direct or indirect parent company of
the surviving person immediately after giving effect to such
transaction; (d) the first day on which a majority of the
members of the Company’s Board of Directors are not
Continuing Directors; or (e) the adoption of a plan relating
to the liquidation or dissolution of the Company. Notwithstanding
the foregoing, a transaction shall not be deemed to involve a
Change of Control if (a) the Company becomes a direct or
indirect wholly-owned subsidiary of a holding company and (b)(1)
the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially
the same as the holders of the Company’s Voting
2
Stock
immediately prior to that transaction or (2) immediately
following that transaction no person (other than a holding company
satisfying the requirements of this sentence) is the beneficial
owner, directly or indirectly, of more than 50% of the Voting Stock
of such holding company. As used in this definition, the term
“person” has the meaning specified in Section 13(d)(3)
of the Exchange Act.
“Change of Control
Offer” shall have the meaning set forth in
Section 3.2 hereof.
“Change of Control
Payment” shall have the meaning set forth in
Section 3.2 hereof.
“Change of Control Payment
Date” shall have the meaning set forth in
Section 3.2 hereof.
“ Change of Control
Triggering Event ” means the occurrence of both a Change
of Control and a Rating Event.
“ Comparable Treasury
Issue ” means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the
remaining term of the Notes.
“ Comparable Treasury
Price ” means, with respect to any Redemption Date,
(a) the average of four Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, (b) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such Reference Treasury Dealer Quotations, or
(c) if only one Reference Treasury Dealer Quotation is
received, such Reference Treasury Dealer Quotation.
“ Continuing Directors
” means, as of any date of determination, any member of the
Company’s Board of Directors who (a) was a member of
such Board of Directors on the date the Notes were issued or
(b) was nominated for election, elected or appointed to such
Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a
specific vote or by approval of the Company’s proxy statement
in which such member was named as a nominee for election as a
director, without objection to such nomination).
“ Corporation ”
includes any corporation, association, company (including any joint
stock company and limited liability company) and business
trust.
“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended, or any
successor Act.
“ Fitch ” means
Fitch Inc., and its successors.
“ Interest Payment Date
” shall have the meaning set forth in Section 2.3(a)
hereof.
“ Interest Period
” shall have the meaning set forth in Section 2.3(b)
hereof.
“ Investment Grade
” means a rating equal to or higher than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P, and the equivalent Investment
Grade credit rating from any replacement Rating Agency or Rating
Agencies selected by the Company.
“ Moody’s ”
means Moody’s Investors Service, Inc., and its
successors.
3
“ Optional Redemption
Price ” shall have the meaning set forth in
Section 3.1(a) hereof.
“ Person ” shall
have the meaning set forth in the Base Indenture and includes a
“person” or “group” as these terms are used
in Section 13(d)(3) of the Exchange Act.
“ Quotation Agent
” means a Reference Treasury Dealer appointed by the
Company.
“ Rating Agencies
” means (a) each of Fitch, Moody’s and S&P and
(b) if any of Fitch, Moody’s or S&P ceases to rate
the Notes or fails to make a rating of the Notes publicly available
for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company (as certified by a Board
Resolution) as a replacement agency for Fitch, Moody’s or
S&P, or all of them, as the case may be.
“ Rating Event ”
means a decrease in the ratings of the Notes below Investment Grade
by at least two of the three Rating Agencies on any date from the
date that is 60 days prior to the date of the first public
notice of an arrangement that could result in a Change of Control
until the end of the 60-day period following the consummation of
such Change of Control (which period shall be extended so long as
the rating of the Notes is under publicly announced consideration
for possible downgrade by any of the Rating Agencies).
“ Redemption Date
” means, with respect to any redemption of the Notes, the
date fixed for such redemption pursuant to the Indenture and the
Notes.
“ Reference Treasury
Dealer ” means (a) each of J.P. Morgan Securities
Inc. and Morgan Stanley & Co. Incorporated (or their respective
affiliates that are Primary Treasury Dealers) and their successors;
provided, however, that if either of the foregoing ceases to
be a primary U.S. Government securities dealer in New York City (a
“ Primary Treasury Dealer ”), the Company shall
substitute another Primary Treasury Dealer and (b) two other
Primary Treasury Dealers selected by the Company in good
faith.
“ Reference Treasury Dealer
Quotations ” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such Redemption Date.
“ Regular Record Date
” means, with respect to any Interest Payment Date, the
May 15 and November 15 (whether or not a Business Day)
preceding the relevant Interest Payment Date.
“ S&P ” means,
Standard & Poor’s Rating Services, a division of The
McGraw-Hill Companies, Inc., and its successors.
“ Stated Maturity Date
” shall have the meaning set forth in Section 2.2
hereof.
“ Treasury Rate ”
means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to actual or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
“ Voting Stock ”
means, with respect to any specified “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) as of any
date, the capital stock of such person that is at the time entitled
to vote generally in the election of the board of directors of such
person.
4
ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1 Designation
and Principal Amount . The Notes may be issued from
time to time upon written order of the Company for the
authentication and delivery of the Notes pursuant to Sections 3.01
and 3.03 of the Base Indenture. There is hereby authorized a series
of Debt Securities designated as the “5.95% Notes due
2018,” initially limited in aggregate principal amount to
$300,000,000 (except upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to
Sections 3.03, 3.04, 3.05, 3.06, 11.06 or 13.07 of the Base
Indenture).
Section 2.2 Stated
Maturity . The date upon which the Notes due 2018
shall become due and payable at final maturity, together with any
accrued and unpaid interest, is June 1, 2018 (the “
Stated Maturity Date ”).
Section 2.3
Interest .
(a) The Notes shall bear
interest at the rate of 5.95% per annum. The date from which
interest shall accrue on the Notes shall be June 2, 2008.
Interest on the Notes shall be payable semi-annually in arrears on
June 1 and December 1 of each year (each, an “ Interest
Payment Date ”), beginning on December 1, 2008, to
the Persons in whose name the Notes are registered at the close of
business on the Regular Record Date for such Interest Payment Date,
except as provided in Section 2.3(d) hereof.
(b) Interest payable on any
Interest Payment Date, the Stated Maturity Date or, if applicable,
any Redemption Date or otherwise at Maturity shall be the amount of
interest accrued from, and including, the immediately preceding
Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including the original issue date of
June 2, 2008, if no interest has been paid or duly provided
for with respect to the Notes) to, but excluding, such Interest
Payment Date, Stated Maturity Date or, if applicable, Redemption
Date or other Maturity, as the case may be (each, an “
Interest Period ”).
(c) The amount of interest
payable for any full semi-annual Interest Period shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.
The amount of interest payable for any period shorter than a full
semi-annual Interest Period for which interest is computed shall be
computed on the basis of a 30-day month and, for any period less
than a month, on the basis of the actual number of days elapsed per
30-day month. In the event that any scheduled Interest Payment Date
for the Notes falls on a day that is not a Business Day, then
payment of interest payable on such Interest Payment Date shall be
postponed to the next succeeding day which is a Business Day (and
no interest on such payment shall accrue for the period from and
after such scheduled Interest Payment Date).
(d) In the event that the Stated
Maturity Date, any Redemption Date or other Maturity falls on a day
that is not a Business Day, then the related payments of principal,
premium, if any, and interest may be made on the next succeeding
day that is a Business Day (and no additional interest shall
accumulate on the amount payable for the period from and after the
Stated Maturity Date or any Redemption Date or other Maturity).
Interest due on the Stated Maturity Date or any Redemption Date or
other Maturity (in each case, whether or not an Interest Payment
Date) on any of the Notes shall be paid to the Person to whom
principal of the Notes is payable.
Section 2.4 Place of
Payment and Appointment . Principal of, premium, if
any, and interest on the Notes shall be payable, the transfer of
the Notes shall be registrable, and the Notes shall be exchangeable
for Notes of a like aggregate principal amount, at the office or
agency of the Company
5
maintained for such purpose in New York, New York, which shall
initially be the corporate trust office of the Trustee;
provided, however, that payment of interest may be made at
the option of the Company by check mailed to the Person entitled
thereto at such address as shall appear in the Security Register or
by wire transfer to an account appropriately designated by the
Person entitled to payment; and provided, further, the
Company shall pay principal of, premium, if any, and interest on,
the Notes in global form registered in the name of or held by The
Depository Trust Company or such other U.S. Depositary as any
officer of the Company may from time to time designate, or its
respective nominee, by wire in immediately available funds to such
U.S. Depositary or its nominee, as the case may be, as the
Registered Holder of such Notes in global form.
The Security Registrar and Paying
Agent for the Notes shall initially be the Trustee.
Section 2.5
Defeasance . The Company may elect, at its
option at any time, pursuant to Section 15.01 of the Base
Indenture, to have Section 15.02 of the Base Indenture apply
to the Notes or any principal amount thereof.
Section 2.6
Denominations . The Notes shall be issuable
only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
Section 2.7 Global
Notes . The Notes shall be issued initially in the
form of a permanent Global Note in registered form deposited with
The Depository Trust Company or such other U.S. Depositary as any
officer of the Company may from time to time designate. Unless and
until each such Global Note is exchanged for Notes in certificated
form, the Global Note may be transferred, in whole but not in part,
and any payments on the Notes shall be made only to the U.S.
Depositary or a nominee of the U.S. Depositary, or to a successor
U.S. Depositary selected or approved by the Company or to a nominee
of such successor U.S. Depositary.
Section 2.8 Form of the
Notes . The form of the Notes and the
Trustee’s Certificate of Authentication to be endorsed
thereon shall be substantially in the form attached as
Exhibit A hereto, with such changes therein as the officers of
the Company executing the Notes (by manual or facsimile signature)
may approve, such approval to be conclusively evidenced by their
execution thereof.
Section 2.9 No Sinking
Fund . The Notes shall not be entitled to the
benefit of any sinking fund.
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.1 Optional
Redemption by Company .
(a) Subject to the terms of the
Indenture, the Notes shall be redeemable in whole or in part, at
the Company’s option, at any time and from time to time at a
redemption price (the “ Optional Redemption Price
”) equal to the greater of:
(i) 100% of the principal amount of
the Notes to be redeemed; and
(ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 30 basis points, plus accrued interest thereon to the
Redemption Date.
6
(b) Notice of any redemption
shall be mailed not less than 30 days and not more than
60 days prior to the Redemption Date to each Holder of Notes
to be redeemed.
(c) Unless the Company defaults
in payment of the Optional Redemption Price, from and after the
Redemption Date, interest shall cease to accrue on the Notes or
portions thereof called for redemption. If less than all of the
Notes are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee by a method that the Trustee deems to be
fair and appropriate.
Section 3.2 Change of
Control Triggering Event .
(a) If a Change of Control
Triggering Event occurs, unless the Company has exercised its
option to redeem the Notes as described in Section 3.1 hereof,
the Company shall be required to make an offer (a “ Change
of Control Offer ”) to each Holder of the Notes to
repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of that Holder’s Notes on the
terms set forth in the Notes. In a Change of Control Offer, the
Company shall be required to offer payment in cash equal to 101% of
the aggregate principal amount of Notes repurchased, plus accrued
and unpaid interest, if any, on the Notes repurchased to, but not
including, the repurchase date (a “ Change of Control
Payment ”). Within 30 days following any Change of
Control Triggering Event or, at the Company’s option, prior
to any Change of Control, but after public announcement of the
transaction that constitutes or may constitute the Change of
Control, a notice shall be mailed to Holders of the Notes
describing the transaction that constitutes or may constitute the
Change of Control Triggering Event and offering to repurchase such
Notes on the repurchase date specified in the applicable notice,
which date shall be no earlier than 30 days and no later than
60 days from the date on which such notice is mailed (a
“ Change of Control Payment Date ”).
(b) The notice shall, if mailed
prior to the date of consummation of the Change of Control, state
that the Change of Control Offer is conditioned on the Change of
Control Triggering Event occurring prior to or on the applicable
Change of Control Payment Date specified in the notice.
(c) On any applicable Change of
Control Payment Date, the Company shall, to the extent
lawful:
(i) accept for payment all Notes or
portions of Notes properly tendered pursuant to the applicable
Change of Control Offer;
(ii) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all
Notes or portions of Notes properly tendered pursuant to the
applicable Change of Control Offer; and
(iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with
an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased.
(d) The Company shall not be
required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with
the requirements for an offer made by the Company, and the third
party repurchases all Notes properly tendered and not withdrawn
under its offer. In addition, the Company shall not repurchase any
Notes if there has occurred and is continuing on the Change of
Control Payment Date an Event of Default under the Indenture, other
than a default in the payment of the Change of Control Payment upon
a Change of Control Triggering Event.
7
The
Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the
provisions of any such securities laws or regulations conflict with
the Change of Control Offer provisions of the Notes, the Company
shall comply with those securities laws and regulations and shall
not be deemed to have breached the Company’s obligations
under the Change of Control Offer provisions of the Notes by virtue
of any such conflict.
ARTICLE 4
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 4.1 Consolidation,
Merger, Conveyance, Transfer or Lease . The
provisions of Sections 10.01 and 10.02 of the Base Indenture shall
apply with respect to the Notes, except that, for purposes of the
Notes, references to “Corporation” and
“corporation” in such Sections 10.01 and 10.02 of
the Base Indenture shall be deemed to have been replaced by the
definition of “Corporation” as set forth in
Section 1.1 of this First Supplemental Indenture.
ARTICLE 5
EVENTS OF DEFAULT
Section 5.1 Events of
Default . The following “Events of
Default” shall apply with respect to the Notes
(notwithstanding Section 5.01 of the Base Indenture, which
shall be deemed amended and restated, and superseded, by the
following):
“ Event of Default
&rdq
| 
