Exhibit 4.14


PROMISSORY NOTE


	
  Up to $350,000,000

  	
  Dated: April 20,
  2006

  



 


FOR VALUE RECEIVED, the undersigned, ABB Inc., a corporation
organized under the laws of Delaware (“ABB Inc.”), and ABB Ltd, a
company formed under the laws of Switzerland (“ABB”) (each of ABB Inc.
and ABB a “Maker” and, together, the “Makers”), hereby jointly
and severally promise to pay to the Combustion Engineering 524(g) Asbestos PI
Trust, a Delaware statutory trust (the “Asbestos PI Trust”), the
principal amount of up to THREE HUNDRED FIFTY
MILLION DOLLARS ($350,000,000) (which amount shall not accrue
interest except as otherwise specifically set forth in Section 1.4 herein) on
the dates, in the manner and subject to the conditions set forth in this
Promissory Note (this “Note”). All dollar amounts specified in this Note
are expressed in Dollars. Certain capitalized terms used herein are defined in
Section 3.13 of this Note.


This Note is being issued pursuant to the Plan and the ABB and
Non-Debtor Affiliate Settlement Agreement dated as of the date hereof among the
Makers, ABB Holdings Inc., as successor in interest by merger to Asea Brown
Boveri Inc., Combustion Engineering, Inc. and the Asbestos PI Trust, and
constitutes the “ABB Promissory Note” defined and described therein. This Note
and the obligations and indebtedness documented herein and evidenced hereby are
effective as of the Effective Date.


1.     Payments


1.1.  The Makers shall pay to the
Permitted Holder the following amounts:


(a)                                  Fixed
Payments (each, a “Fixed Payment”):


(i)            $50,000,000
in the aggregate, payable in equal installments on the last Business Day of
each fiscal quarter of Fiscal Year 2006 occurring after the Effective Date, provided,
however, that if the Effective Date occurs on or after the last Business
Day of the third fiscal quarter of Fiscal Year 2006, but on or before the last
Business Day of Fiscal Year 2006, then such $50,000,000 shall be payable in
full on such last Business Day of Fiscal Year 2006;


(ii)           $100,000,000
in the aggregate, payable in equal installments on the last Business Day of
each fiscal quarter of Fiscal Year 2007; and


(iii)          $100,000,000
in the aggregate, payable in equal installments on the last Business Day of
each fiscal quarter of Fiscal Year 2008.


(b)                                 Contingent
Payments (each, a “Contingent Payment”):


(i)            Contingent
Payment 1: a $25,000,000 payment (contingent only as to the time of
payment), payable at the earliest of:



 1















 


	
  (A)

  	
  180 days after
  the last Business Day of Fiscal Year 2007 if an EBIT Margin Event has
  occurred in respect of Fiscal Year 2007,

  
	
   

  	
   

  
	
  (B)

  	
  180 days after
  the last Business Day of Fiscal Year 2007 if ABB has declared and paid a cash
  dividend in respect of Fiscal Year 2007,

  
	
   

  	
   

  
	
  (C)

  	
  180 days after
  the last Business Day of any Fiscal Year after the date hereof in respect of
  which the EBIT Margin is equal to or greater than 8%, or

  
	
   

  	
   

  
	
  (D)

  	
  the last
  Business Day of Fiscal Year 2012;

  



 


(ii)           Contingent
Payment 2: a $25,000,000 payment (contingent only as to the time of
payment), payable at the earliest of:


	
  (A)

  	
  180 days after
  the last Business Day of Fiscal Year 2008 if an EBIT Margin Event has
  occurred in respect of Fiscal Year 2008,

  
	
   

  	
   

  
	
  (B)

  	
  180 days after
  the last Business Day of Fiscal Year 2008 if ABB has declared and paid a cash
  dividend in respect of Fiscal Year 2008,

  
	
   

  	
   

  
	
  (C)

  	
  180 days after
  the last Business Day of any Fiscal Year after the date hereof in respect of
  which the EBIT Margin is equal to or greater than 8%, or

  
	
   

  	
   

  
	
  (D)

  	
  the last
  Business Day of Fiscal Year 2012;

  



 


(iii)          Contingent
Payment 3: a contingent $25,000,000 payment, payable if (and only if)
either of the following events occurs:


	
  (A)

  	
  if an EBIT
  Margin Event has occurred in respect of Fiscal Year 2009, in which case the
  payment will be made 180 days after the last Business Day of Fiscal Year
  2009; or

  
	
   

  	
   

  
	
  (B)

  	
  if the EBIT
  Margin is equal to or greater than 14.00% in respect of Fiscal Year 2010, in
  which case the payment will be made 180 days after the last Business Day of
  Fiscal Year 2010; and

  



 


	
  

  	
  (iv)

  	
  Contingent Payment 4: a contingent
  $25,000,000 payment, payable within 180 days after the last Business Day of
  Fiscal Year 2010 if (and only if) an EBIT Margin Event has occurred in
  respect of Fiscal Year 2010.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Contingent Payments Annual Cap:
  Notwithstanding anything contained in this Note, and except upon acceleration
  pursuant to Section 2.2(i), the Makers shall not be obligated to make
  aggregate Contingent Payments in any Fiscal Year in excess of $50,000,000
  (the “Contingent Payments Annual Cap”); provided, however,
  that payment of any Contingent

  



 













 


Payment amount
that is not paid because of the application of the Contingent Payments Annual
Cap shall be deferred until, and paid on, the earlier of (i) 180 days after the
last Business Day of the next Fiscal Year in which the EBIT Margin Event
applicable to such next Fiscal Year occurs; or (ii) the last Business Day of
2012.


Nothing in this Section 1.1(c) shall be construed to cause any of the
Contingent Payments provided for in Section 1.1(b)(iii) and (iv) to be due and
payable unless such payments are otherwise due and payable in accordance with
Section 1.1(b)(iii) and (iv), as applicable.


1.2. Method of Payment; Payments on Business Days.  The Makers shall pay, or cause to be paid by
a Permitted Payor, all amounts due hereunder in Dollars, by wire transfer of
immediately available funds, to the account set forth in Section 3.2, or such
other account designated in writing for such payments by the Permitted Holder
from time to time. The Permitted Holder shall designate any change to such
account pursuant to a written notice provided to the Makers in accordance with
Section 3.2 hereof not less than 30 days before the due date for a payment
hereunder.  Whenever any payment to be
made under this Note shall be stated to be due on a day that is not a Business
Day, notwithstanding any provision to the contrary such payment shall be due on
the next succeeding Business Day.


	
  1.3. Prepayments.

  
	
   

  	
   

  
	
  (a)

  	
  The Makers (and any Permitted Payor) may make prepayments of all
  or any portion of any amounts that will become payable under this Note at any
  time before such amounts are due, without premium, penalty or discount.

  
	
   

  	
   

  
	
  (b)

  	
  The Makers’ obligation to make all or any portion of any
  payments under this Note may be satisfied by direct payment of such amounts
  by a Permitted Payor.

  
	
   

  	
   

  
	
  (c)

  	
  To the extent any amount due hereunder is timely paid by a
  Permitted Payor, the Makers’ obligations in respect of the amounts paid shall
  be deemed satisfied and no Event of Default shall occur hereunder in respect
  of such amounts paid.

  



 


1.4. Default Rate. 
If any payment pursuant to this Section 1 due under this Note is not
received by the Permitted Holder on the date such payment was originally due,
other than as a result of the application of the Contingent Payment Annual Cap,
the Makers shall pay to the Permitted Holder interest on such payment, and such
interest shall accrue from and after the due date at a fixed rate equal to the
Prime Rate plus four percent (4%) per annum (the “Default Rate”).  Interest shall continue to accrue until the
past due payment (and all interest thereon) has been paid in full and shall be
payable without demand by the Permitted Holder.


1.5. Guaranties. 
This Note, and the indebtedness and other obligations evidenced hereby,
are guaranteed by guaranties made by each of (each of the following is referred
to herein as a “Guarantor”) (i) ABB Asea Brown Boveri Ltd, a company
formed under the laws of Switzerland, (ii) ABB Holdings Inc., a corporation
formed under the laws of Delaware, (iii) ABB Turbo Systems Holding Ltd, a
company formed under the laws of Switzerland (“Turbo”) and (iv) ABB
Participation AB, a company formed under the laws of Sweden (collectively, the













 


“Guaranties” and
individually, a “Guaranty”).  Each
Guaranty, except as limited by bankruptcy law and other laws generally affecting
the rights of creditors and principles of equity, is enforceable only in
accordance with its terms, and specifically: (i) ABB Asea Brown Boveri Ltd’s
Guaranty guarantees the obligations of the Makers under this Note, except that
to the extent ABB Asea Brown Boveri Ltd’s Guaranty guarantees ABB’s obligations
hereunder, its enforceability is limited by applicable Swiss law; (ii) Turbo’s
Guaranty guarantees the obligations of the Makers under this Note, except that
to the extent Turbo’s Guaranty guarantees the Makers’ obligations, its
enforceability is limited by applicable Swiss law; and (iii) ABB Participation
AB’s Guaranty guarantees only the obligations of ABB under this Note. As of the
date hereof, the Asbestos PI Trust is entitled to all of the benefits provided
in the Guaranties.  Each Guarantor will
cease to be a guarantor for purposes of this Note upon termination of the
applicable Guaranty as explicitly permitted, and in compliance with the terms
of, the applicable Guaranty.


2.     Events
of Default — Remedies.


2.1. Event of Default. 
For purposes of this Note, an “Event of Default” shall be deemed to have
occurred if:


(i)            Any amount owed by
the Makers pursuant to the terms of Section 1.1 of this Note is not paid on the
due date therefor, which amount continues unpaid for ten (10) days after such
due date;


(ii)           Any of the
Guaranties shall (A) cease to be in full force and effect and enforceable, in
each case, in accordance with its terms for any reason whatsoever, or (B) any
Guarantor shall in writing contest or deny the validity or enforceability of
its obligations under a Guaranty; provided, however, that no
Event of Default shall occur pursuant to this Section 2.1(ii) (x) to the extent
that (A) or (B) above occur as a result of a Guarantor merging with or into,
selling all or substantially all of its assets to, reorganizing, or otherwise
consolidating with another Entity as explicitly permitted, and in compliance
with the terms of, the applicable Guaranty, or (y) as a result of a sale or
other disposition of Turbo and the resulting termination of the Guaranty
provided by Turbo and Turbo’s obligations as a Guarantor, as provided in
Section 17(g) of the Guaranty executed by Turbo;


(iii)          any material
representation or warranty contained in this Note proves to have been incorrect
in any material respect when made or deemed made, and the principal and accrued
interest, if any, on this Note has not been paid within 20 days after receipt
of written notice of such error from the Permitted Holder;


(iv)          either a Maker or a
Guarantor (a) becomes unable or fails to pay its debts generally as they become
due, (b) admits in writing its respective inability to pay debts generally, or
(c) makes a composition agreement with creditors or a general assignment for
the benefit of creditors;


(v)           any proceeding is
instituted by or against a Maker or a Guarantor (a) seeking to adjudicate it
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or













 


reorganization or relief
of debtors, or (b) seeking appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property, or a Maker or a
Guarantor takes any action to authorize or consent to any action described in
this clause (v), provided, however, with respect to any petition
filed against a Maker or a Guarantor in any insolvency case under any
bankruptcy laws, no Event of Default shall be deemed to occur unless such
preceding is not dismissed within sixty (60) days of its filing;


(vi)          a Final Order shall
determine that an Injunction Default has occurred; provided, however,
that an Event of Default pursuant to this Section 2.1(vi) shall not occur
unless the Asbestos PI Trust is the Permitted Holder at the time the relevant
order became a Final Order; or


(vii)         to the extent not
otherwise provided for under clauses (i) through (vi) of this Section 2.1, any
Maker or Guarantor violates or fails to perform or observe any covenant, term
or condition of this Note or the relevant Guaranty, as applicable, which
remains unremedied for a period of forty (40) days after receipt of written
notice thereof sent by Permitted Holder to each Maker or Guarantor, as
applicable.


2.2. Remedies during the Continuance of an Event of Default.  (a) If an Event of Default has occurred and
is continuing:


(i)            all payments
provided for under Section 1.1 hereof shall become immediately due and payable
on the twentieth (20th) day after written demand by the
Permitted Holder of this Note has been given to the Makers, except that


(A)  with respect to the event described Section 2.1(ii), if
a replacement guaranty by an Entity reasonably satisfactory to the Permitted
Holder has been provided on or prior to the end of such twentieth (20th) day the payments provided for
under Section 1.1. shall not be immediately due and payable and no Event of
Default shall be deemed to have occurred;


(B)  with respect to the events described in Section 2.1(iv),
if an Entity reasonably satisfactory to the Permitted Holder to replace such
Maker or Guarantor has been provided on or prior to the end of such twentieth
(20th) day, the payments provided for under Section 1.1. shall not
become immediately due and payable and no Event of Default shall be deemed to
have occurred; and


(C)  with respect to the occurrence of the events described
in Section 2.1(v), all payments provided for under Section 1.1 shall become
immediately due and payable upon the occurrence thereof, without notice or
demand of any kind;


and provided, that with respect to the Contingent Payments
provided for under Sections 1.1(b)(iii) and (iv), such amounts shall only be
deemed immediately due and payable hereunder if, as of the date of the Event of
Default, such payment is due and no longer contingent in accordance with the
terms and conditions of Sections 1.1(b)(iii) and (iv) respectively;













 


(ii)           with respect to any
Contingent Payment provided for under Sections 1.1(b)(iii) and (iv) that is not
yet due and remains contingent in accordance with the terms and conditions of
such Sections 1.1(b)(iii) and (iv) as of the date of the Event of Default, the
Permitted Holder may require, as of the date of the Event of Default, that the
Makers or any Guarantor provide reasonable additional security for such payment
obligations (which continue notwithstanding such Event of Default), which may
include a letter of credit or other security reasonably acceptable to the
Permitted Holder; and


(iii)          the Permitted
Holder of this Note may take whatever action at law or in equity, including
remedies set forth in the Guaranties, that in its discretion may be necessary
or desirable to collect amounts then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of
the Makers under this Note or of the Guarantors under the Guaranties.


(b)           Upon the occurrence of an Event of Default, the Permitted
Holder of this Note shall be entitled to recover promptly upon demand by the
Permitted Holder all reasonable out-of-pocket costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Permitted Holder or
its representatives in connection with the enforcement of this Note or the
taking of any actions or the exercise of remedies (whether by law or in equity)
to collect on this Note and any indebtedness evidenced hereby, or the taking of
any actions or the exercise of remedies to collect on any obligations of a
Maker hereunder.


(c)           The remedies set herein provided are cumulative with, and
not exclusive of, any remedies provided by law, in equity or otherwise
available pursuant to any other Plan Document.


2.3. Reinstatement. 
Notwithstanding any provision herein to the contrary, each Maker   agrees that, to the extent that any Entity
(including any Permitted Payor) makes a payment or payments to the Permitted
Holder on account of any amount(s) due under this Note (whether in respect of
Fixed Payments, Contingent Payments, default interest, costs and expenses or
otherwise), or the Permitted Holder receives any proceeds of collateral (if
any), securing any such amount(s), which payments or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required or agreed to be repaid or returned by
the Permitted Holder under any bankruptcy law, state or federal law, common
law, equitable cause, then, to the extent of the amount of such payments and
proceeds, this Note and the indebtedness represented hereby which has been
paid, reduced or satisfied by such amount shall be reinstated and continued in
full force and effect as of the time immediately preceding such initial
payment, reduction or satisfaction.


2.4. Limitation on Injunction Default. An Event of Default
pursuant to this Note will not cause or be the basis for an Injunction Default
pursuant to the Plan if at the time such Event of Default has occurred the
Asbestos PI Trust is not the Permitted Holder.


3.     Miscellaneous.


3.1. Representations and Warranties of the Makers.


	
  (a)

  	
  Each Maker represents and warrants, as of the Effective Date
  that the execution and delivery of this Note has been authorized by such
  Maker’s board of directors,

  



 













 


	
  

  	
  as required, and by any necessary vote or consent of the
  stockholders of such Maker.

  
	
   

  	
   

  
	
  (b)

  	
  This Note is a legal, valid and binding obligation of such
  Maker, enforceable in accordance with its terms, except as enforceability may
  be limited by applicable bankruptcy, insolvency, reorganization, moratorium
  or similar laws affecting the enforcement of creditors’ rights generally and
  by general equitable principles (whether enforcement is sought by proceedings
  at law or in equity).

  
	
   

  	
   

  
	
  (c)

  	
  The execution, delivery and performance by such Maker of this
  Note does not conflict with, result in a breach of any of the provisions of,
  or constitute an event of default under, the certificate of incorporation or
  articles of incorporation, or the by-laws, of such Maker, or any material
  contract by which such Maker is bound or any applicable material law or
  material order, rule or regulation of any court or governmental agency having
  jurisdiction over such Maker.

  
	
   

  	
   

  
	
  (d)

  	
  No material order, permission, consent, approval, license,
  authorization, registration or filing by or with any governmental agency
  having jurisdiction over such Maker is required for the execution and
  delivery of this Note, other than for such material orders, permissions,
  consents, approvals, licenses, authorizations, registrations or filings that
  have been obtained and are in force and effect as of the date hereof.

  
	
   

  	
   

  
	
  (e)

  	
  The provisions of Section 3.9 hereof (other than Section
  3.9(vi)), as applied to ABB do not contravene any mandatory provisions of
  applicable Swiss law to which such ABB may be subject.

  



 


3.2. Notices.  All
notices required or permitted under this Note must be in writing and will be
deemed to be delivered and received (i) if personally delivered or if delivered
by the United States Postal Service, facsimile or courier service, when
actually received by the party to whom notice is sent or (ii) except for
notices to ABB, if deposited with the United States Postal Service (whether
actually received or not), at the close of business on the third Business Day
next following the day when placed in the mail, postage prepaid, certified or
registered with return receipt requested, addressed to the appropriate party or
parties, at the address of such party or parties set forth below (or at such
other address as such party may designate by written notice to all other
parties in accordance with this Section 3.2); provided that to be effective any
notice to ABB hereunder must also be given to ABB Inc. and any notice to ABB
Inc. must also be given to ABB:













 


	
  If to the
  Permitted Holder:
 Combustion
  Engineering 524(g) Asbestos PI Trust:

  c/o L. Tersigni Consulting, P.C.

  1010 Summer Street, Suite 201

  Stamford, CT 06905

  Attn: Larry Tersigni, Managing

  Trustee

  Facsimile: (203) 252-2562

  	
  copies to:

  	
  Stutzman,
  Bromberg

  Esserman & Plifka

  2323
  Bryan Street, Suite 2200

  Dallas, TX 75201

  Attn: Sander L. Esserman

  Facsimile: (214) 969-4999

  
	
   

  	
   

  	
   

  
	
  Permitted Holder’s wire info:
 Transfer of Federal Funds

  JPMorganChase

  ABA No. 021000021

  A/C = 900-9-000176

  BBK = JPMorganChase

  A/C: Account # P87485

  BNF: Combustion Engineering

  Asbestos Trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to ABB Inc.:

  ABB Inc.

  501 Merritt 7, 6th Floor

  P. O. Box 5308

  Norwalk, CT 06856-5308

  Attn: General Counsel/
          Chief Financial Officer
  Facsimile: (203) 750-2307

  (if sending overnight packages

  use zip code 06851)

  	
  With copies to,
  which shall not constitute notice:

  	
  Kirkland &
  Ellis LLP

  Citicorp Center

  153 E. 53rd Street

  New York, NY 10022-4675

  Attn: Theodore L. Freedman

  Facsimile: (212) 446-4900

  
	
   

  	
   

  	
  ABB Ltd

  Affolternstrasse 44

  CH-8050 Zürich

  Switzerland

  Attn: General Counsel/
          Chief Financial Officer

  Facsimile: (41) 43-317-79-92

  



 













 


	
  If to ABB:

  Kirkland & Ellis LLP

  Citicorp Center

  153 E. 53rd Street

  New York, NY 10022-4675

  Attn: Theodore L. Freedman

  Facsimile: (212) 446-4900

  	
  With copies to,
  which shall not constitute notice:

  	
  ABB Ltd

  Affolternstrasse 44

  CH-8050 Zürich

  Switzerland

  Attn: General Counsel/Chief

  
	
  Financial Officer

  
	
  Facsimile: (41)
  43-317-79-92

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABB Inc.

  501
  Merritt 7, 6th Floor

  P.O. Box 5308

  Norwalk, CT 06856-5308

  Attn: General Counsel/Chief

  Financial Officer

  Facsimile: (203) 750-2307

  (if sending overnight packages use zip
  06851)

  



 


3.3. Waiver of Presentment. Etc.  Each of the Makers hereby waives acceptance,
presentment and demand for payment, notice of dishonor, protest and notice of
protest of this Note. Each Maker hereby waives the pleading of any statute of
limitations as a defense to any demand hereunder against such Maker.


3.4. Cancellation Upon Payment in Full. Promptly upon
payment in full of all amounts owed to the Permitted Holder hereunder, the
Permitted Holder shall return this Note to either Maker marked “cancelled”, and
shall otherwise execute and deliver all such documents as reasonably requested
by the Makers, at the Makers’ cost and expense, to fully document the payment
of all obligations hereunder.


3.5. Waivers.  No
delay on the part of the Permitted Holder in exercising any right or remedy
under this Note or failure to exercise the same shall operate as a waiver in
whole or in part of any such right or remedy.


3.6. Captions.  The
captions of the sections and subsections of this Note have been inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Note.


3.7. Severability. 
If any term of this Note shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of all other terms
hereof shall in no way be affected thereby.


3.8. Binding Nature. 
This Note shall be binding upon the Makers and their successors and permitted
assigns and shall inure to the benefit of the Permitted Holder, and its
successors and permitted assigns.













 


3.9. Governing Law; Jurisdiction.


(i)            This Note and the
rights and obligations of the parties hereto shall be construed in accordance
with the laws of the State of New York, without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.


(ii)           With respect to
claims, suits, actions, proceedings, and other disputes arising out of, in
respect of or relating to this Note (such claims, suits, actions, proceedings,
and other disputes, the “Claims”) against any Maker other than ABB, each
such Maker hereby irrevocably submits to the jurisdiction of the Bankruptcy
Court for the District of Delaware or the United States District Court for the
District of Delaware (the “Courts”), or, if both such Courts are not
permitted under applicable law to exercise jurisdiction with respect to the
matter in question then, at the sole election of the Permitted Holder, to the
jurisdiction of any other federal or state court in the state, county and city
of New York, New York and in the County of New Castle or the city of
Wilmington, Delaware.


(iii)          With respect to
Claims against ABB, all Claims shall be resolved at the sole election of the
Permitted Holder, and ABB hereby irrevocably submits for the limited purposes
set forth below in this paragraph only, to the jurisdiction of, (a) if by a
court, by a court of competent jurisdiction in Zürich, except that a Claim or
dispute relating to an Event of Default shall be resolved at the sole election
of Permitted Holder by the Courts, or, if both such Courts are not permitted
under applicable law to exercise jurisdiction with respect to the matter in
question then, at the election of the Permitted Holder, in any federal or state
court in the state, county and city of New York, New York or in the County of
New Castle or the city of Wilmington, Delaware, or (b) pursuant to binding
arbitration under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with said Rules
(with proceedings conducted at the election of the Permitted Holder, in London
or New York).


(iv)          Subject to the
preceding paragraph, each of the parties to this Note Agreement hereby (a)
submits to the jurisdiction of the courts as and for the limited purpose
described above, and (b) agrees that any and all Claims may be brought, heard
and determined in such courts.


(v)           Each of the Makers
and the Permitted Holder agrees that venue shall be proper in such courts and
hereby waives any objection or defense which it may now or hereafter have to
the laying of venue in such courts, including any of the foregoing based upon
the doctrine of forum non conveniens.
Each of Makers and the Permitted Holder hereby agrees that all process which
may be or be required to be served in respect of any such Claim (including any
pleading, summons or other paper initiating any such suit, action, proceeding,
claim or dispute) may be served upon it, which service shall be sufficient for
all purposes, in the manner for the provision of notice under this Note and
shall be deemed in every respect effective service of process upon such party
when so given; provided, however, that service upon ABB of any Claim filed in
either of the Courts, or any other court in the United States or in respect of
any arbitration shall be effective only upon one of the following persons being
serviced on behalf of ABB Ltd: (a) Theodore L. Freedman, Kirkland & Ellis
LLP, 153 E. 53rd St., New York, New York 10022, Telefax 212-446-4900; (b) the
Director of Administration of Kirkland & Ellis LLP’s New York













 


office, Kirkland &
Ellis LLP, 153 E. 53rd St., New York, New York 10022, Telefax 212-446-4900, or
(c) as otherwise provided under applicable law. ABB hereby irrevocably appoints
and designates the attorneys identified in (a) and (b) above as its agents for
service of process for the limited purpose stated herein.


(vi)          Nothing in this
Section 3.9 shall require ABB to violate any provisions of Swiss
criminal law to which it may be subject.


(vii)         If at any time the
Permitted Holder asserts that (A) the Makers have failed to make a Contingent
Payment, which assertion is disputed by the Makers based upon the Makers’
reasonable assertion in good faith that an EBIT Margin Event has not occurred,
or in the case of any of the Contingent Payments pursuant to Section
1.1(b)(i)(B) or 1.1 (b)(ii)(B), that ABB has not declared and paid a cash
dividend as described therein, or, in the case of any of the Contingent
Payments pursuant to Section 1.1(b)(i)(C), 1.1(b)(ii)(C) or 1.1(b)(iii)(B),
that the EBIT Margin set forth therein has not been achieved or as a result of
a good faith dispute in connection with the exercise of remedies pursuant to
Section 2.2; then notwithstanding anything else in this Note, the payment of
the disputed amount will not be due hereunder (and no Injunction Default will
be deemed to have occurred as a result of the failure to make payment of such
disputed amount) unless and until (i) the Permitted Holder and Makers agree
that such disputed amount, or any portion thereof, is due, or (ii) the Permitted
Holder’s Claim with respect to such disputed amount is decided by a Final Order
of a court or arbitrator acting pursuant to this Section 3.9 against the Makers
(the amount, if any, agreed upon by the Permitted Holder and the Makers or
determined by such court or arbitrator to be due and payable to the Permitted
Holder in respect of such dispute pursuant to a Final Order, as applicable, the
“Disputed Payment”) in which event (x) such Disputed Payment will be
deemed due and payable for all purposes only ten (10) days after the relevant
order became a Final Order of such court or arbitrator, or after resolution of
such dispute by agreement of the Permitted Holder and the Makers, as
applicable; and (y) interest at the Default Rate shall accrue on the Disputed
Payment from the date such Disputed Payment was originally due pursuant to this
Note without regard to any dispute (as agreed by the parties or as determined
by the Final Order of a court or arbitrator) until such Disputed Payment
together with interest at the Default Rate is paid in full. For the avoidance
of doubt, no Injunction Default will be deemed to have occurred as a result of
the failure to make a payment in respect of a disputed amount, unless and until
the corresponding Disputed Payment remains unpaid on the date set forth in (x)
above.


3.10.        No Modification
Except in Writing.  Neither this Note
nor any provisions hereof may be waived, modified, amended, discharged or
terminated except by an instrument signed by the Makers and the Permitted Holder,
and then only to the extent set forth in such instrument.


3.11.        Gender/Number.  As used in this Note, the masculine shall
include the feminine and neuter and vice versa; the singular shall include the
plural and the plural shall include the singular, as the context may require.


3.12.        Non-transferable.
Neither the Asbestos PI Trust nor any Permitted Holder may assign nor transfer
any of its rights or obligations under this Note without the prior written
consent of the Makers (such consent not to be unreasonably withheld,
conditioned or delayed); provided, however, that (A) the Asbestos
PI Trust or a Permitted Holder, as applicable, shall


















under no circumstance
(including upon the occurrence and during the continuance of an Event of
Default) be permitted to assign or transfer less than all of the Permitted
Holder’s rights and obligations under this this Note, and any assignment must
be made in compliance with federal, state and other securities laws, (B)
following any assignment or transfer by the Asbestos PI Trust, no failure by
any Maker to perform any of its obligations under this Note shall cause or be
the basis for an Injunction Default; and (C) the consent of the Makers shall
not be required for any assignment or transfer consummated after the occurrence
of an Event of Default (unless the Event of Default has been cured or the
effects of such Event of Default have been expressly waived in writing).


Any
assignment in breach of this Section 3.12 shall be null and void, and shall not
transfer any interest in this Note to any other Entity. ABB Inc. shall maintain
a register on which it records the name and address of the Permitted Holder and
the principal amount of and interest, if any, on this Note from time to time.


3.13.        Definitions.  The following capitalized terms used herein
shall have the meanings set forth below:


“ABB” has the meaning set forth in the preamble.


“ABB Group” means
ABB and its Subsidiaries from time to time.


“ABB Inc.” has the meaning set forth in the preamble.


“Asbestos PI Trust” has the meaning set forth in the
preamble.


“Business Day” means any day other than a Saturday, Sunday,
or other day on which banks are authorized or required to close in New York,
New York or Zürich, Switzerland.


“Claims” has the meaning set forth in Section 3.9(ii)
hereof.


“Contingent Payment Annual Cap” has the meaning set forth
in Section 1.1(c).


“Default Rate” has the meaning set forth in Section 1.4.


“Dollars” means the lawful currency of the United States of
America.


“EBIT” means earnings before interest and taxes
as reflected in the Financial Statements.


“EBIT Margin Event” shall occur with respect to
a Fiscal Year if ABB’s ratio of EBIT to “revenues” for such Fiscal Year (as
reflected in the corresponding line item in the Financial Statements) (such
ratio, the “EBIT Margin”) is greater than or equal to (i) 8.0% in the
case of Fiscal Year 2007 and Fiscal Year 2008, (ii) 9.0% in the case of Fiscal
Year 2009; (iii) 9.5% in the case of Fiscal Year 2010.


“Effective Date” has the meaning set forth in the Plan.













 


“Entity” means any
individual, corporation, limited liability company, partnership, association,
joint stock company, joint venture, estate, trust, unincorporated organization
or government or any political subdivision thereof, or other person.


“Event of Default” has the meaning set forth in Section 2.1
hereof.


“Final Order” has the meaning set forth in the Glossary.


“Financial Statements”
means the annual audited consolidated financial statements of ABB for the
relevant period, prepared applying United States generally accepted accounting
principles, as approved by the shareholders of ABB in accordance with
applicable law.


“Glossary” means the
Glossary of Terms for the Plan Documents Pursuant To Combustion Engineering
Inc.’s Plan of Reorganization as modified through October 7, 2005, adopted
pursuant to the Plan.


“Guaranties” has
the meaning set forth in Section 1.5 hereof.


“Guarantor” has the
meaning set forth in Section 1.5 hereof.


“Injunction Default”
has the meaning set forth in the Glossary.


“Maker” or “Makers” has the meaning set forth in the
preamble.


“Note” has the meaning set forth in the preamble.


“Plan” means the Combustion Engineering, Inc.’s Plan of
Reorganization as modified through October 7, 2005 as amended, supplemented, or
otherwise modified from time to time in accordance with its terms, and the
exhibits, and schedules to the foregoing, as the same may be in effect from
time.


“Plan Document” has the meaning set forth in the Glossary.


“Permitted Holder”
means, as of any date of determination, the Asbestos PI Trust, or any assignee
thereof that has acquired all of the interests in the Note pursuant to Section
3.12 hereof, as applicable on such date.


“Permitted Payor” means a Guarantor, any affiliate of a
Guarantor, or any other Entity  (other
than the Makers) acting on behalf of, or designated by, the Makers or a
Guarantor, provided that Guarantor, any affiliate of Guarantor or other
Entity can make the relevant payment without such payment being subject to rescission,
avoidance, return or recovery on account of applicable fraudulent transfer,
preference or other similar laws, or for any other reason.


“Plan” has the meaning set forth in the Glossary.













 


“Prime Rate” means as of any date of determination, the
rate publicly announced on such date as the daily “prime rate” by The Wall
Street Journal (National Edition) for transactions in Dollars.


“revenues” means, for any Fiscal Year, the consolidated
revenues of ABB and its subsidiaries for such Fiscal Year, as reflected in the
Financial Statements.


“Subsidiary” has the meaning set forth in the Glossary.


“Turbo” has the meaning set forth in Section 1.5 hereof.


Unless otherwise indicated, the term “including” means “including
without limitation”, except when used in the computation of time periods.


For purposes of the computation of time periods, whenever this
Note provides for an event to occur “within” a specified number of days of a preceding
event, it shall mean that the latter event shall occur before the close of
business on the last of the specified days, and the day on which the preceding
event occurs shall not be included in the computation of days elapsed.  The word “from” means “from and including”, “after”
means “after and excluding”, “to” and “until” means “to and including”.


3.14.        Third Party Beneficiary.  Each of the Makers hereby agrees and
acknowledges that, until such time when the Asbestos PI Trust is not the
Permitted Holder, the trustees of the Asbestos PI Trust are third party
beneficiaries of this Note, with full right, power and authority to enforce the
Asbestos PI Trust’s rights under this Note.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


















IN WITNESS WHEREOF, the
Makers have fully executed this Promissory Note as of the day and year first
above written.


	
  

  	
  MAKERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  ABB Inc., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. Barry
  Lyon

  
	
   

  	
  Name:

  	
  E. Barry Lyon

  
	
   

  	
  Title:

  	
  Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABB Ltd, a
  company organized under the 

  
	
   

  	
  laws of
  Switzerland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alfred
  Storck

  
	
   

  	
  Name:

  	
  Alfred Storck

  
	
   

  	
  Title:

  	
  Deputy CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francois P.
  Champagne

  
	
   

  	
  Name:

  	
  Francois P. Champagne

  
	
   

  	
  Title:

  	
  Senior Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and
  accepted as of           ,
  2006:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Combustion
  Engineering 524(g) Asbestos PI Trust,

  	
   

  	
   

  
	
  a Delaware
  statutory trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Loreto T.
  Tersigni

  	
   

  
	
   

  	
  Loreto T. Tersigni, Trustee 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Ellen S. Pryor

  	
   

  
	
   

  	
  Ellen S. Pryor

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Ken M. Kawaichi

  	
   

  
	
   

  	
  Hon. Ken M. Kawaichi, Ret., Trustee

  
					



 


Signature Page for $350M Promissory Note


 



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