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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 2, 1997
JOHNSON CONTROLS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Wisconsin
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(State or Other Jurisdiction of Incorporation)
1-5097 39-0380010
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(Commission File Number) (I.R.S. Employer Identification No.)
5757 North Green Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201
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(Address of Principal Executive Offices) (Zip Code)
(414) 228-1200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Form 8-K page 1
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Item 5. Other Events.
On December 2, 1997, Johnson Controls, Inc. (the "Company")
commenced a program for the offer of its Medium-Term Notes, Series D due
more than nine months or more from date of issue ("Medium-Term Notes") in
an aggregate initial offering price of up to $500,000,000. The Medium-Term
Notes are part of the aggregate of $1,500,000,000 in common stock,
preferred stock, debt securities, warrants to purchase common stock,
warrants to purchase preferred stock and warrants to purchase debt
securities registered by the Company pursuant to a Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission ("Commission") (Registration No. 333-13525) for offer
pursuant to Rule 415 promulgated under the Securities Act of 1933, as
amended (the "Act"). A Prospectus Supplement dated December 2, 1997 and a
base Prospectus dated May 2, 1997 relating to the Medium-Term Notes has
been filed with the Commission pursuant to Rule 424(b) under the Act. The
issuance and sale of the Medium-Term Notes may be made from time to time in
various amounts with varying terms pursuant to an Indenture dated as of
February 22, 1995, as amended (the "Indenture"), between the Company and
Chase Manhattan Bank Delaware, as Trustee. The Indenture was previously
filed with the Commission as an exhibit to the Company's current report on
Form 8-K dated March 16, 1995 and the First Supplemental Indenture was
filed with the Commission as an exhibit to the Company's Registration
Statement.
The Medium-Term Notes will be distributed pursuant to a Selling
Agency Agreement, dated as of December 2, 1997, among the Company and
BancAmerica Robertson Stephens, First Chicago Capital Markets, Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and NationsBanc Montgomery Securities, Inc. The Selling Agency
Agreement is attached hereto as Exhibit 1 and incorporated by reference
herein. The Medium- Term Notes may bear fixed or floating rates of interest
and may be remarketed and will be issued substantially in the forms
attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, which forms are
incorporated by reference herein. The Chase Manhattan Bank (the "Agent")
may perform certain services in connection with the issuance of Medium-Term
Notes bearing floating rates of interest, if any, or which may be
remarketed, if any, pursuant to an Agency Agreement, dated as of December
2, 1997, between the Company and the Agent. The Agency Agreement is
attached hereto as Exhibit 4.4 and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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1 Selling Agency Agreement, dated as of December 2, 1997, among Johnson
Controls, Inc., BancAmerica Robertson Stephens, First Chicago Capital
Markets, Inc., Goldman,
Form 8-K page 2
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Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. and
NationsBanc Montgomery Securities, Inc.
4.1 Form of Medium-Term Note, Series D (Fixed Rate Note) due more than
9 months from date of issue.
4.2 Form of Medium-Term Note, Series D (Floating Rate Note) due more than
9 months from date of issue.
4.3 Form of Medium-Term Note, Series D (Remarketed Note) due more than
9 months from date of issue.
4.4 Agency Agreement, dated as of December 2, 1997, between Johnson
Controls, Inc. and The Chase Manhattan Bank.
Form 8-K page 3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
JOHNSON CONTROLS, INC.
Dated: December 2, 1997 By: /s/ Stephen A. Roell
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Stephen A. Roell
Chief Financial Officer and
Vice President
Form 8-K page 4
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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1 Selling Agency Agreement, dated as of December 2, 1997,
among Johnson Controls, Inc., BancAmerica Robertson
Stephens, First Chicago Capital Markets, Inc., Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley
& Co. and NationsBanc Montgomery Securities, Inc.
4.1 Form of Medium-Term Note, Series D (Fixed Rate Note) due more than 9
months from date of issue.
4.2 Form of Medium-Term Note, Series D (Floating Rate Note) due more than
9 months from date of issue.
4.3 Form of Medium-Term Note, Series D (Remarketed Note) due more than 9
months from date of issue.
4.4 Agency Agreement, dated as of December 2, 1997, between Johnson
Controls, Inc. and The Chase Manhattan Bank.
Form 8-K page 5
Johnson Controls, Inc.
$500,000,000 Medium-Term Notes, Series D
Due Nine Months or More From Date of Issue
Selling Agency Agreement
December 2, 1997
New York, New York
BancAmerica Robertson Stephens
231 South LaSalle Street, 17th Floor
Chicago, IL 60697
First Chicago Capital Markets, Inc.
One First National Plaza
Chicago, IL 60670
Goldman, Sachs & Co.
4900 Sears Tower
Chicago, IL 60606
J.P. Morgan Securities Inc.
60 Wall Street, 13th Floor
New York, NY 10260
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
NationsBanc Montgomery Securities, Inc.
100 North Tryon Street
Charlotte, NC 28255
Ladies and Gentlemen:
Johnson Controls, Inc., a Wisconsin corporation (the "Company"),
confirms its agreement with each of you with respect to the issue and sale
by the Company of up to $500,000,000 aggregate principal amount of its
Medium-Term Notes, Series D, Due Nine Months or More from Date of Issue
(the "Notes"). The Notes will be issued under an indenture (the
"Indenture") dated as of February 22, 1995, as amended, between the Company
and Chase Manhattan Bank Delaware, as trustee (the "Trustee"). Unless
otherwise specifically provided for
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and set forth in a Pricing Supplement (as defined below), the Notes will be
issued in minimum denominations of $1,000 and in denominations exceeding
such amount by integral multiples of $1,000, will be issued only in fully
registered form and will have the interest rates, maturities and, if
applicable, other terms set forth in such Pricing Supplement. The Notes
will be issued, and the terms thereof established, in accordance with the
Indenture and the Medium-Term Notes Administrative Procedures attached
hereto as Exhibit A (the "Procedures") (unless a Terms Agreement (as
defined in Section 2(b)) modifies or otherwise supersedes such Procedures
with respect to the Notes issued pursuant to such Terms Agreement). The
Procedures may be amended only by written agreement of the Company and you
after notice to, and with the approval of, the Trustee. For the purposes of
this Agreement, the term "Agent" shall refer to any of you acting solely in
the capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser" shall refer to
one of you acting solely as principal pursuant to Section 2(b) and not as
agent, and the term "you" shall refer to you collectively whether at any
time any of you is acting in both such capacities or in either such
capacity. In acting under this Agreement, in whatever capacity, each of you
is acting individually and not jointly.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed
with the Securities and Exchange Commission (the "Commission") a
registration statement on such Form (File Number: 333-13525),
including a basic prospectus, which has become effective, for the
registration under the Act of $1,500,000,000 aggregate principal
amount of common stock, preferred stock, debt securities (the
"Securities"), including the Notes, warrants to purchase common
stock, warrants to purchase preferred stock and warrants to
purchase Securities. Such registration statement, as amended at
the date of this Agreement, meets the requirements set forth in
Rule 415(a)(1)(ix) or (x) under the Act and complies in all other
material respects with said Rule. The Company has included in such
registration statement, or has filed or will file with the
Commission pursuant to the applicable paragraph of Rule 424(b)
under the Act, a supplement to the form of prospectus included in
such registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In connection
with the sale of Notes the Company proposes to file with the
Commission pursuant to the applicable paragraph of Rule 424(b)
under the Act further supplements to the Prospectus Supplement
(each a "Pricing Supplement") specifying the interest rates,
maturity dates and, if appropriate, other similar terms of the
Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when
any supplement to the Prospectus is filed with the Commission, as
of the date of a Terms Agreement and at the date of delivery by
the Company of any Notes sold hereunder (a "Closing Date"), (i)
the Registration Statement, as amended as of any such time, and
the Prospectus, as
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supplemented as of any such time, and the Indenture will comply in
all material respects with the applicable requirements of the Act,
the Trust Indenture Act of 1939 (the "Trust Indenture Act") and
the Securities Exchange Act of 1934 (the "Exchange Act") and the
respective rules thereunder; (ii) the Registration Statement, as
amended as of any such time, did not or will not contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
the statements therein not misleading; and (iii) the Prospectus,
as supplemented as of any such time, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification
(Form T- 1) under the Trust Indenture Act of the Trustee or (ii)
the information contained in or omitted from the Registration
Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in
writing to the Company by any of you specifically for inclusion in
the Registration Statement or the Prospectus (or any supplement
thereto).
(c) As of the time any Notes are issued and sold
hereunder, the Indenture will constitute a legal, valid and
binding instrument enforceable against the Company in accordance
with its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors' rights generally from time to time
in effect) and such Notes will have been duly authorized,
executed, authenticated and, when paid for by the purchasers
thereof, will constitute legal, valid and binding obligations of
the Company entitled to the benefits of the Indenture.
(d) The Remarketing Agreement (as defined in the
Prospectus Supplement), if applicable, has been duly and validly
authorized, executed and delivered by the Company and, assuming
the Remarketing Agreement has been duly authorized, executed and
delivered by the Remarketing Agents (as defined in the Prospectus
Supplement), will be a valid and legally binding agreement of the
Company.
(e) The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective Date"
shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become
effective and each date after the date hereof on which a document
incorporated by reference in the Registration Statement is filed.
"Execution Time" shall mean the date and time that this Agreement
is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the form of basic prospectus relating to
the Securities contained in the Registration Statement at the
Effective Date. "Prospectus" shall mean the Basic Prospectus as
supplemented by the Prospectus Supplement. "Registration
Statement" shall mean the registration statement referred to in
paragraph (a) above, including incorporated documents, exhibits
and financial
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statements, as amended at the Execution Time. "Rule 415" and "Rule
424" refer to such rules under the Act. Any reference herein to
the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Exchange Act on
or before the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue date
of the Basic Prospectus, the Prospectus Supplement or the
Prospectus, as the case may be, deemed to be incorporated therein
by reference.
2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein,
the Company hereby authorizes each of the Agents to act as its
agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the
Agents agrees, as agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes from the Company
upon the terms and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures. Each Agent shall make
reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been solicited
by such Agent and accepted by the Company, but such Agent shall
not, except as otherwise provided in this Agreement, be obligated
to disclose the identity of any purchaser or have any liability to
the Company in the event any such purchase is not consummated for
any reason. Except as provided in Section 2(b), under no
circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that
any Agent may purchase Notes as principal pursuant to Section
2(b).
The Company reserves the right, in its sole discretion,
to instruct the Agents to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase Notes.
Upon receipt of instructions from the Company, the Agents will
forthwith suspend solicitation of offers to purchase Notes from
the Company until such time as the Company has advised them that
such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company as
a result of a solicitation made by such Agent, in an amount equal
to that percentage specified in Schedule I hereto of the
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aggregate principal amount of the Notes sold by the Company. Such
commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by
an Agent as agent for the Company at such time and in such amounts
as such Agent deems advisable. The Company may from time to time
offer Notes for sale otherwise than through an Agent; provided,
however, that so long as this Agreement is in effect the Company
shall not solicit or accept offers to purchase Notes through any
agent other than an Agent unless (i) such other agent shall have
entered into an agreement with the Company containing terms
substantially identical (including the commission schedule) to
those set forth in this Agreement and (ii) the Company shall
provide to each of the Agents notice of any agent that signs an
agreement as provided in the foregoing clause (i).
(b) Subject to the terms and conditions stated herein,
whenever the Company and any of you determines that the Company
shall sell Notes directly to any of you as principal, each such
sale of Notes shall be made in accordance with the terms of this
Agreement and a supplemental agreement relating to such sale. Each
such supplemental agreement (which may be either an oral or
written agreement) is herein referred to as a "Terms Agreement".
Each Terms Agreement shall describe the Notes to be purchased by
the Purchaser pursuant thereto and shall specify the aggregate
principal amount of such Notes, the price to be paid to the
Company for such Notes, the maturity date of such Notes, the rate
at which interest will be paid on such Notes, the dates on which
interest will be paid on such Notes and the record date with
respect to each such payment of interest, the Closing Date for the
purchase of such Notes, the place of delivery of the Notes and
payment therefor, the method of payment and any requirements for
the delivery of opinions of counsel, certificates from the Company
or its officers or a letter from the Company's independent public
accountants as described in Section 6(b). Any such Terms Agreement
may also specify the period of time referred to in Section 4(m).
Any written Terms Agreement may be in the form attached hereto as
Exhibit B. The Purchaser's commitment to purchase Notes shall be
deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to
the terms and conditions herein set forth.
Delivery of the certificates for Notes sold to the
Purchaser pursuant to a Terms Agreement shall be made not later
than the Closing Date agreed to in such Terms Agreement, against
payment of funds to the Company in the net amount due to the
Company for such Notes by the method and in the form set forth in
the Procedures unless otherwise agreed to between the Company and
the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser (i)
shall be purchased by such Purchaser at a price equal to 100% of
the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical
maturity (or Initial
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Interest Rate Period in the case of Remarketed Notes) and (ii) may
be resold by such Purchaser at varying prices from time to time
or, if set forth in the applicable Terms Agreement and Pricing
Supplement, at a fixed public offering price. In connection with
any resale of Notes purchased, a Purchaser may use a selling or
dealer group and may reallow to any broker or dealer any portion
of the discount or commission payable pursuant hereto.
3. Offering and Sale of Notes. Each Agent and the Company
agree to perform the respective duties and obligations specifically
provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes
(including by way of resale by a Purchaser of Notes), the Company
will not file any amendment of the Registration Statement or
supplement to the Prospectus (except for (i) periodic or current
reports filed under the Exchange Act, (ii) a supplement relating
to any offering of Notes providing solely for the specification of
or a change in the maturity dates, interest rates, issuance prices
or other similar terms of any Notes or (iii) a supplement relating
to an offering of Securities other than the Notes) unless the
Company has furnished each of you a copy for your review prior to
filing and given each of you a reasonable opportunity to comment
on any such proposed amendment or supplement. Subject to the
foregoing sentence, the Company will cause each supplement to the
Prospectus to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to you of such
filing. The Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (ii) when, prior to
termination of any offering of Notes, any amendment of the
Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will
use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would
include any 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, not
misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act
or the
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Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify each of you to suspend solicitation of
offers to purchase Notes (and, if so notified by the Company, each
of you shall forthwith suspend such solicitation and cease using
the Prospectus as then supplemented), (ii) prepare and file with
the Commission, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement which will correct such
statement or omission or effect such compliance and (iii) supply
any supplemented Prospectus to each of you in such quantities as
you may reasonably request. If such amendment or supplement, and
any documents, certificates and opinions furnished to each of you
pursuant to paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are
satisfactory in all respects to you, you will, upon the filing of
such amendment or supplement with the Commission and upon the
effectiveness of an amendment to the Registration Statement, if
such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the Act,
will file promptly all documents required to be filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and will furnish to each of you copies of such
documents. In addition, on or prior to the date on which the
Company makes any announcement to the general public concerning
earnings or concerning any other event which is required to be
described, or which the Company proposes to describe, in a
document filed pursuant to the Exchange Act, the Company will
furnish to each of you the information contained or to be
contained in such announcement. The Company also will furnish to
each of you copies of all press releases or announcements
furnished to news or wire services and any other material press
releases and announcements. The Company will immediately notify
each of you of (i) any decrease in the rating of the Notes or any
other debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act) or (ii) any notice given of any intended or
potential decrease in any such rating or of a possible change in
any such rating with negative implications, as soon as the Company
learns of any such decrease or notice.
(d) As soon as practicable, the Company will make
generally available to its security holders and to each of you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a
prospectus may be required by the Act, as many copies of the
Prospectus and any supplement thereto as you may reasonably
request.
(f) The Company will arrange for the qualification of the
Notes for sale under the laws of such jurisdictions as any of you
may designate, will maintain such qualifications
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in effect so long as required for the distribution of the Notes,
and will arrange for the determination of the legality of the
Notes for purchase by institutional investors; provided, however,
that the Company shall not be obligated thereby to qualify as a
foreign corporation, or to become subject to taxes, in any
jurisdiction in which it is not currently so qualified or so
subject.
(g) The Company shall furnish to each of you such
information, documents, certificates of officers of the Company
and opinions of counsel for the Company relating to the business,
operations and affairs of the Company, the Registration Statement,
the Prospectus, and any amendments thereof or supplements thereto,
the Indenture, the Notes, this Agreement, the Procedures and the
performance by the Company and you of its and your respective
obligations hereunder and thereunder as any of you may from time
to time and at any time prior to the termination of this Agreement
reasonably request.
(h) The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement and any Terms
Agreement, including the fees and disbursements of its accountants
and counsel, the fees and disbursements of counsel for the Agents,
the cost of printing or other production and delivery of the
Registration Statement, the Prospectus, all amendments thereof and
supplements thereto, the Indenture, this Agreement, any Terms
Agreement and all other documents relating to the offering, the
cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements, including fees of counsel, incurred in
compliance with Section 4(f), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes and (ii)
reimburse each of you upon written request for all reasonable
out-of-pocket expenses, if any, incurred by you in connection with
this Agreement.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are
true and correct at the time of such acceptance, as though made at
and as of such time, and a covenant that such representations and
warranties will be true and correct at the time of delivery to the
purchaser of the Notes relating to such acceptance, as though made
at and as of such time (it being understood that for purposes of
the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and
Prospectus as amended or supplemented at each such time). Each
such acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional representation,
warranty and agreement by the Company that, as of the settlement
date for the sale of such Notes, after giving effect to the
issuance of such Notes, of any other Notes to be issued on or
prior to such settlement date and of any other Securities to be
issued and sold by the Company on or prior to such settlement
date, the aggregate amount of Securities (including any Notes)
which have been issued and sold by the Company will not exceed the
amount of Securities registered pursuant to the Registration
Statement. The Company will inform you promptly upon
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your request of the aggregate amount of Securities registered
under the Registration Statement which remain unsold.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement relating to any offering of Securities other than
the Notes or providing solely for the specification of or a change
in the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto), the
Company will deliver or cause to be delivered promptly to each of
you a certificate of the Company, signed by the Chairman of the
Board or the President and the principal financial or accounting
officer of the Company, dated the date of the effectiveness of
such amendment or the date of the filing of such supplement, in
form reasonably satisfactory to you, of the same tenor as the
certificate referred to in Section 5(d) but modified to relate to
the last day of the fiscal quarter for which financial statements
of the Company were last filed with the Commission and to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or
the filing of such supplement.
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement (i) relating to any offering of Securities other
than the Notes, (ii) providing solely for the specification of or
a change in the maturity dates, the interest rates, the issuance
prices or other similar terms of any Notes sold pursuant hereto or
(iii) setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter,
unless, in the case of clause (iii) above, in the reasonable
judgment of any of you, such financial statements or other
information are of such a nature that an opinion of counsel should
be furnished), the Company shall furnish or cause to be furnished
promptly to each of you a written opinion of counsel of the
Company reasonably satisfactory to each of you, dated the date of
the effectiveness of such amendment or the date of the filing of
such supplement, in form satisfactory to each of you, of the same
tenor as the opinion referred to in Section 5(b) but modified to
relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of the effectiveness of such
amendment or the filing of such supplement or, in lieu of such
opinion, counsel last furnishing such an opinion to you may
furnish each of you with a letter to the effect that you may rely
on such last opinion to the same extent as though it were dated
the date of such letter authorizing reliance (except that
statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or
the filing of such supplement).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented to include or incorporate
amended or supplemental financial information, the Company shall
cause its independent public accountants promptly to furnish each
of you a letter, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form
reasonably satisfactory to each of you, of the same tenor as the
letter referred to in Section 5(e) with such changes as may be
necessary to
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reflect the amended and supplemental financial information
included or incorporated by reference in the Registration
Statement and the Prospectus, as amended or supplemented to the
date of such letter; provided, however, that, if the Registration
Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information as of
and for a fiscal quarter, the Company's independent public
accountants may limit the scope of such letter, which shall be
reasonably satisfactory in form to each of you, to the unaudited
financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations," the
information contained in the updated Exhibit 12 to the
Registration Statement and any other information of an accounting,
financial or statistical nature included in such amendment or
supplement, unless, in the reasonable judgment of any of you, such
letter should cover other information or changes in specified
financial statement line items. The Company shall not be required
to comply with the provisions of this Section 4(1) during any
period (which may occur from time to time during the term of this
Agreement) for which the Company has instructed the Agents to
suspend the solicitation of offers to purchase Notes; provided
that, during any such period, any Purchaser does not then hold any
Notes pursuant to a Terms Agreement. The Company shall be required
to comply with the provisions of this Section 4(1) prior to
instructing the Agents to resume the solicitation of offers to
purchase Notes or prior to entering into a Terms Agreement.
(m) During the period, if any, specified (whether orally
or in writing) in any Terms Agreement, the Company shall not,
without the prior consent of the Purchaser thereunder, offer, sell
or contract to sell, or otherwise dispose of, directly or
indirectly, or announce the offering of, any debt securities
issued or guaranteed by the Company (other than the Notes being
sold pursuant to such Terms Agreement).
(n) The Company confirms as of the date hereof, and each
acceptance by the Company of an offer to purchase Notes will be
deemed to be an affirmation, that the Company is in compliance
with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba,
and the Company further agrees that if it commences engaging in
business with the government of Cuba or with any person or
affiliate located in Cuba after the date the Registration
Statement becomes or has become effective with the Securities and
Exchange Commission or with the Florida Department of Banking and
Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the
Company's business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the Company will
provide the Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
(o) Each time that the Registration Statement or the
Prospectus is amended or supplemented by means of the filing of
the Company's Quarterly Report on Form 10-Q, the Company shall
include with such filing an update to Exhibit 12 to the
Registration Statement.
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5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes shall be
subject to the accuracy of the representations and warranties on the part
of the Company contained herein as of the Execution Time, on the Effective
Date, when any supplement to the Prospectus is filed with the Commission
and as of each Closing Date, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the
following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and
any such supplement, shall have been filed in the manner and
within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have
been instituted or threatened.
(b) The Company shall have furnished to each Agent the
opinion of John P. Kennedy, Esq., Vice President, Secretary and
General Counsel of the Company, or other counsel reasonably
satisfactory to each Agent, dated the Execution Time, to the
effect that:
(i) each of the Company and each of its
subsidiaries that is a "Significant Subsidiary" of the
Company as that term is defined in Regulation S-X of the
Commission (individually a "Subsidiary" and collectively
the "Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing under
the laws of the jurisdiction in which it is chartered or
organized, with full corporate power and authority to own
its properties and conduct its business as described in
the Prospectus, and is duly qualified to do business as a
foreign corporation and is in good standing under the
laws of each jurisdiction which requires such
qualification wherein it owns or leases material
properties or conducts material business;
(ii) all the outstanding shares of capital stock
of each Subsidiary have been duly and validly authorized
and issued and are fully paid and nonassessable, and,
except as otherwise set forth in the Prospectus, all
outstanding shares of capital stock of the Subsidiaries
are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected
security interest and, to the knowledge of such counsel,
after due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) the Company's authorized equity
capitalization is as set forth in the Prospectus; and the
Notes conform to the description thereof contained in the
Prospectus (subject to the insertion in the Notes of the
maturity dates, the interest rates and other similar
terms thereof which will be described in supplements to
the Prospectus as contemplated by the fourth sentence of
Section 1(a) of this Agreement);
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(iv) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the
Trust Indenture Act, and constitutes a legal, valid and
binding instrument enforceable against the Company in
accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect); and the
Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the purchasers
thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of
the Indenture;
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be disclosed
in the Registration Statement which is not adequately
disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to be
described in the Registration Statement or Prospectus, or
to be filed as an exhibit, which is not described or
filed as required; and the statements included or
incorporated by reference in the Prospectus describing
any legal proceedings or material contracts or agreements
relating to the Company fairly summarize such matters;
(vi) the Registration Statement has become
effective under the Act; any required filing of the
Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been or will be made in the manner and within
the time period required by Rule 424(b); to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or threatened; and the Registration Statement
and the Prospectus (other than the financial statements
and other financial information contained therein as to
which such counsel need express no opinion) comply as to
form in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; and
such counsel has no reason to believe that the
Registration Statement at the Effective Date or at the
Execution Time contained any untrue statement of a
material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus
includes any untrue statement of a material fact or omits
to state a material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading;
(vii) this Agreement has been duly authorized,
executed and delivered by the Company;
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<PAGE>
(viii) no consent, approval, authorization or
order of any court or governmental agency or body is
required for the consummation of the transactions
contemplated herein except such as have been obtained
under the Act and such as may be required under the blue
sky laws of any jurisdiction in connection with the sale
of the Notes as contemplated by this Agreement and such
other approvals (specified in such opinion) as have been
obtained;
(ix) neither the execution and delivery of the
Indenture and the Remarketing Agreement, if applicable,
the issue and sale of the Notes, nor the consummation of
any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with,
result in a breach or violation of, or constitute a
default under any law or the charter or by-laws of the
Company or the terms of any indenture or other agreement
or instrument known to such counsel and to which the
Company or any of its subsidiaries is a party or bound or
any judgment, order, regulation or decree known to such
counsel to be applicable to the Company or any of its
subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries;
(x) no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement; and
(xi) the Remarketing Agreement, if applicable,
has been duly and validly authorized, executed and
delivered by the Company.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than
the State of Wisconsin or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Agent and (B) as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials. References to the
Prospectus in this paragraph (b) include any supplements thereto
at the date such opinion is rendered.
(c) Each Agent shall have received from Mayer, Brown &
Platt (or other counsel satisfactory to the Agents), counsel for
the Agents, such opinion or opinions, dated the date hereof, with
respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus (together with any
supplement thereto) and other related matters as the Agents may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(d) The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, dated the Execution Time, to the effect
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that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof and the Company
has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied
as a condition to the obligation of the Agents to solicit
offers to purchase the Notes;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to
the Company's knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Prospectus
(exclusive of any supplement thereto), there has been no
material adverse change in the condition (financial or
other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from
transactions in the ordinary course of business, except
as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto).
(e) At or prior to the date of first delivery by the
Company of any Notes sold hereunder, Price Waterhouse LLP shall
have furnished to each Agent a letter or letters (which may refer
to letters previously delivered to the Agents), dated as of the
Execution Time, in form and substance satisfactory to the Agents,
confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder and stating
in effect that:
(i) in their opinion the audited financial
statements, financial statement schedules and pro forma
financial statements, if any, included or incorporated in
the Registration Statement and the Prospectus and
reported on by them comply in form in all material
respects with the applicable accounting requirements of
the Act and the Exchange Act and the related published
rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the
Company and its subsidiaries; carrying out certain
specified procedures (but not an examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of
significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings of
the stockholders, directors and committees of the Company
and the Subsidiaries; and inquiries of certain officials
of the Company who have responsibility for financial and
accounting matters of the Company and its subsidiaries as
to transactions and events subsequent to the date of the
most
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<PAGE>
recent audited financial statements included or
incorporated in the Prospectus, nothing came to their
attention which caused them to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply in
form in all material respects with applicable
accounting requirements and with the published
rules and regulations of the Commission with
respect to financial statements included or
incorporated in quarterly reports on Form 10-Q
under the Exchange Act; and said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied
on a basis substantially consistent with that of
the audited financial statements included or
incorporated in the Registration Statement and
the Prospectus;
(2) with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, included or
incorporated in the Registration Statement and
the Prospectus, there were any changes, at a
specified date not more than five business days
prior to the date of the letter, or such other
date mutually agreed upon by the Company and the
Agents, in the long-term debt of the Company and
its subsidiaries or capital stock of the Company
or decreases in the stockholders' equity of the
Company as compared with the amounts shown on
the most recent consolidated balance sheet
included or incorporated in the Registration
Statement and the Prospectus, or for the period
from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Prospectus to
such specified date there were any decreases, as
compared with the corresponding period in the
preceding year in net revenues or income before
income taxes or in total or per share amounts of
net income of the Company and its subsidiaries,
except in all instances for changes or decreases
set forth in such letter, in which case the
letter shall be accompanied by an explanation by
the Company as to the significance thereof
unless said explanation is not deemed necessary
by the Agents; or
(3) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement and
the Prospectus do not agree with the amounts set
forth in the unaudited financial statements for
the same periods or were not determined on a
basis substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus;
(iii) they have performed certain other
specified procedures as a result of which they determined
that certain information of an accounting, financial or
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<PAGE>
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement and
the Prospectus and in Exhibit 12 to the Registration
Statement, including the information included or
incorporated in the specified Items of the Company's
Annual Report on Form 10- K, incorporated in the
Registration Statement and the Prospectus, and the
information included in the "Management's Discussion and
Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's
Quarterly Reports on Form 10-Q, incorporated in the
Registration Statement and the Prospectus, agrees with
the accounting records of the Company and its
subsidiaries, excluding any questions of legal
interpretation; and
(iv) if unaudited pro forma financial statements
are included or incorporated in the Registration
Statement and the Prospectus, on the basis of a reading
of the unaudited pro forma financial statements, carrying
out certain specified procedures, inquiries of certain
officials of the Company and the acquired company who
have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in
the pro forma financial statements, nothing came to their
attention which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to
the historical amounts in the compilation of such
statements.
References to the Prospectus in this paragraph (e)
include any supplement thereto at the date of the letter.
(f) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel as the Agents may reasonably
request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and as provided
in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to such Agents and counsel
for the Agents, this Agreement and all obligations of any Agent hereunder
may be cancelled at any time by the Agents. Notice of such cancellation
shall be given to the Company in writing or by telephone or telegraph
confirmed in writing.
The documents required to be delivered by this Section 5
shall be delivered at the office of Mayer, Brown & Platt, 190 South LaSalle
Street, Chicago, Illinois 60603, on the date hereof (or the office of other
counsel designated by and satisfactory to the Purchaser).
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<PAGE>
6. Conditions to the Obligations of a Purchaser. The
obligations of a Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of the related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of
all covenants and agreements herein contained on its part to be performed
and observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted or threatened.
(b) To the extent agreed to between the Company and the
Purchaser in a Terms Agreement, the Purchaser shall have received,
appropriately updated, (i) a certificate of the Company, dated as
of the Closing Date, to the effect set forth in Section 5(d)
(except that references to the Prospectus shall be to the
Prospectus as supplemented as of the date of such Terms
Agreement), (ii) the opinion of John P. Kennedy, Esq., Vice
President, Secretary and General Counsel of the Company, or other
counsel reasonably satisfactory to the Purchaser, dated as of the
Closing Date, to the effect set forth in Section 5(b), (iii) the
opinion of Mayer, Brown & Platt (or other counsel satisfactory to
the Purchaser), counsel for the Purchaser, dated as of the Closing
Date, to the effect set forth in Section 5(c), and (iv) letter of
Price Waterhouse LLP, independent accountants for the Company,
dated as of the Closing Date, to the effect set forth in Section
5(e).
(c) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates
and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and as provided
in this Agreement and the applicable Terms Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement or
such Terms Agreement and required to be delivered to the Purchaser pursuant
to the terms hereof and thereof shall not be in all material respects
reasonably satisfactory in form and substance to the Purchaser and its
counsel, such Terms Agreement and all obligations of the Purchaser
thereunder and with respect to the Notes subject thereto may be cancelled
at, or at any time prior to, the respective Closing Date by the Purchaser.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. (a) The Company agrees that any person who has agreed to purchase
and pay for any Note pursuant to a solicitation by any of the Agents shall
have the right to refuse to purchase such Note if, at the Closing Date
therefor, any condition set forth in Section 5 or 6, as applicable, shall
not be satisfied.
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<PAGE>
(b) The Company agrees that any person who has agreed to
purchase and pay for any Note pursuant to a solicitation by any of the
Agents shall have the right to refuse to purchase such Note if, subsequent
to the agreement to purchase such Note, any change, condition or
development specified in any of Sections 9(b)(i) through (v) shall have
occurred (with the judgment of the Agent which presented the offer to
purchase such Note being substituted for any judgment of a Purchaser
required therein) the effect of which is, in the judgment of the Agent
which presented the offer to purchase such Note, so material and adverse as
to make it impractical or inadvisable to proceed with the sale and delivery
of such Note (it being understood that under no circumstance shall any such
Agent have any duty or obligation to the Company or to any such person to
exercise the judgment permitted to be exercised under this Section 7(b) and
Section 9(b)).
8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each of you, the directors, officers,
employees and agents of each of you and each person who controls each of
you within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which
you, they or any of you or them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the
Prospectus or any preliminary Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that (i) the Company will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by any of
you specifically for inclusion therein and (ii) such indemnity with respect
to the Prospectus or any preliminary Prospectus shall not inure to the
benefit of any of you (or any person controlling any of you) to the extent
that any such loss, claim or damage or liability resulted from the fact
that you sold Notes to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus as
then amended or supplemented (excluding documents incorporated by
reference) if the Company has previously furnished copies thereof to you
and the untrue statement or omission of a material fact contained in the
Prospectus or any preliminary Prospectus was corrected in the Prospectus
(or the Prospectus as supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
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foregoing indemnity from the Company to you, but only with reference to
written information relating to such of you furnished to the Company by
such of you specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint counsel
of the indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel (provided, however, that the indemnifying party
shall not be liable for the fees, costs or expenses of more than one
separate counsel) if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim,
action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and each of you
agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating
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<PAGE>
or defending same) (collectively "Losses") to which the Company and one or
more of you may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and by each of you from the
offering of the Notes from which such Losses arise; provided, however, that
in no case shall any of you be responsible for any amount in excess of the
commissions received by such of you in connection with the sale of Notes
from which such Losses arise (or, in the case of Notes sold pursuant to a
Terms Agreement, the aggregate commissions that would have been received by
such of you if such commissions had been payable). If the allocation
provided by the immediately preceding sentence is unavailable for any
reason, the Company and each of you shall contribute in such proportion as
is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and of each of you in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall
be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) of the Notes from which such Losses arise, and benefits
received by each of you shall be deemed to be equal to the total
commissions received by such of you in connection with the sale of Notes
from which such Losses arise (or, in the case of Notes sold pursuant to a
Terms Agreement, the aggregate commissions that would have been received by
such of you if such commissions had been payable). Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the Company or any of you. The Company
and each of you agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls any of you within the meaning of
the Act or the Exchange Act and each director, officer, employee and agent
of any of you shall have the same rights to contribution as you and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).
9. Termination. (a) This Agreement will continue in
effect until terminated as provided in this Section 9. This Agreement may
be terminated either by the Company as to any Agent or by any of you
insofar as this Agreement relates to any Agent, by giving written notice of
such termination to such Agent or the Company, as the case may be. This
Agreement shall so terminate at the close of business on the first business
day following the receipt of such notice by the party to whom such notice
is given. In the event of such termination, no party shall have any
liability to the other party hereto, except as provided in the fourth
paragraph of Section 2(a), Section 4(h), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination
in the absolute discretion of the Purchaser, by notice given to the Company
prior to delivery of any payment for any Note to be purchased thereunder,
if prior to such time (i) there shall have occurred,
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subsequent to the agreement to purchase such Note, any change, or any
development involving a prospective change, in or affecting the business or
properties of the Company and its subsidiaries the effect of which is, in
the judgment of the Purchaser, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of such
Note, (ii) there shall have been, subsequent to the agreement to purchase
such Note, any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act) or any notice given
of any intended or potential decrease in any such rating or of a possible
change in any such rating with negative implications, (iii) trading in the
Company's Common Stock shall have been suspended by the Commission or the
New York Stock Exchange or trading in securities generally on the New York
Stock Exchange shall have been suspended or limited or minimum prices shall
have been established on such Exchange, (iv) a banking moratorium shall
have been declared by either Federal or New York State authorities or (v)
there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the Purchaser, impracticable or inadvisable to
proceed with the offering or delivery of such Notes as contemplated by the
Prospectus (exclusive of any supplement thereto).
10. Survival of Certain Provisions. The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of you set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company or any of the
directors, officers, employees, agents or controlling persons referred to
in Section 8 hereof, and will survive delivery of and payment for the
Notes. The provisions of Sections 4(h) and 8 hereof shall survive the
termination or cancellation of this Agreement. The provisions of this
Agreement (including without limitation Section 7 hereof) applicable to any
purchase of a Note for which an agreement to purchase exists prior to the
termination hereof shall survive any termination of this Agreement. If at
the time of termination of this Agreement any Purchaser shall own any Notes
with the intention of selling them, the provisions of Section 4 shall
remain in effect until such Notes are sold by the Purchaser.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of you, will be
mailed, delivered, facsimiled or telegraphed and confirmed to such of you,
at the address specified in Schedule I hereto; or, if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it at 5757 North
Green Bay Avenue, Milwaukee, Wisconsin 53209, attention of the Secretary.
-21-
<PAGE>
12. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto, their respective successors, the
directors, officers, employees, agents and controlling persons referred to
in Section 8 hereof and, to the extent provided in Section 7, any person
who has agreed to purchase Notes, and no other person will have any right
or obligation hereunder.
13. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company and you.
Very truly yours,
Johnson Controls, Inc.
By: /s/ Stephen A. Roell
-----------------------------
Vice-President
By: /s/ Ben Bastianen
-----------------------------
Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date
hereof.
BancAmerica Robertson Stephens
By: /s/ James Baldino
----------------------------------
Managing Director
First Chicago Capital Markets, Inc.
By: /s/ Evonne W. Taylor
----------------------------------
Vice President
-22-
<PAGE>
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------
[title]
J.P. Morgan Securities Inc.
By: /s/ Raymond Schmitt
-------------------------------
Vice President
Morgan Stanley & Co. Incorporated
By: /s/ Harold J. Hendershot III
--------------------------------
NationsBanc Montgomery Securities, Inc.
By: /s/ Lynn T. McConnell
--------------------------------
Director
-23-
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal
to the following percentage of the principal amount of each Note sold on an
agency basis by such Agent:
Term* Commission Rate
----- ---------------
More than nine months to less than twelve
months .125%
Twelve months to less than eighteen months .150
Eighteen months to less than two years .200
Two years to less than three years .250
Three years to less than four years .350
Four years to less than five years .450
Five years to less than six years .500
Six years to less than seven years .550
Seven years to less than ten years .600
Ten years to less than fifteen years .625
Fifteen years to less than twenty years .700
Twenty years to less than thirty years .750
Thirty years or more Negotiated at the Time of Sale
- ----------------------------------------
* Or Initial Interest Rate Period, in the case of Remarketed Notes.
Unless otherwise specified in the applicable Terms Agreement, the
discount or commission payable to a Purchaser shall be determined on the
basis of the commission schedule set forth above.
-24-
<PAGE>
Address for Notice to you:
- --------------------------
Notices to BancAmerica Robertson Stephens shall be directed to it
at 231 South LaSalle Street, 17th Floor, Chicago, IL 60697, Attention of
Matthew Carey, MTN Product Management.
Notices to First Chicago Capital Markets, Inc. shall be directed to
it at One First National Plaza, Chicago, IL 60670-0595, Attention of Corporate
Securities Structuring.
Notices to Goldman, Sachs & Co. shall be directed to it at 85 Broad
Street, New York, NY 10004, Attention of Money Market Origination Department.
Notices to J.P. Morgan Securities Inc. shall be directed to it at
60 Wall Street, 13th Floor, New York, NY 10260-0060, Attention of the
Transaction Execution Group.
Notices to Morgan Stanley & Co. Incorporated shall be directed to it
at 1585 Broadway, 2nd Floor, New York, NY 10036, Attention: Manager -
Continuously Offered Products; with a copy to Morgan Stanley & Co.
Incorporated at 1585 Broadway, 34th Floor, New York, NY 10036,
Attention: Peter Cooper, Investment Banking Information Center.
Notices to NationsBanc Montgomery Securities, Inc. shall be directed
to it at 100 North Tryon Street, NC1-007-07-01, Charlotte, NC 28255.
-25-
<PAGE>
EXHIBIT A
JOHNSON CONTROLS, INC.
Medium-Term Note Administrative Procedures
------------------------------------------
December 2, 1997
----------------
The Medium-Term Notes, Series D, Due Nine Months or More from Date
of Issue (the "Notes") of Johnson Controls, Inc. (the "Company") are to be
offered on a continuing basis. BancAmerica Robertson Stephens, First
Chicago Capital Markets, Inc., Goldman, Sachs & Co., J.P. Morgan Securities
Inc. and Morgan Stanley & Co. Incorporated and NationsBanc Montgomery
Securities, Inc., as agents (each an "Agent"), have agreed to solicit
purchases of Notes issued in fully registered form. The Agents will not be
obligated to purchase Notes for their own account. The Notes are being sold
pursuant to a Selling Agency Agreement between the Company and the agents
named therein (including the Agents) dated the date hereof (the "Agency
Agreement"). The Notes will rank equally with all other unsecured and
unsubordinated debt of the Company and have been registered with the
Securities and Exchange Commission (the "Commission"). The Notes will be
issued under an Indenture dated as of February 22, 1995, as amended (the
"Indenture"), between the Company and Chase Manhattan Bank Delaware, as
trustee (the "Trustee").
The Agency Agreement provides that Notes may also be purchased by
an Agent acting solely as principal and not as agent. In the event of any
such purchase, the functions of both the Agent and the beneficial owner
under the administrative procedures set forth below shall be performed by
such Agent acting solely as principal, unless otherwise agreed to between
the Company and such Agent acting as principal.
Each Note will be represented by either a Global Security (as
defined hereinafter) delivered to The Chase Manhattan Bank ("Chase
Manhattan"), as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC (a "Book-Entry Note")
or a certificate delivered to the Holder thereof or a Person designated by
such Holder (a "Certificated Note"). Only Notes denominated and payable in
U.S. dollars may be issued as Book-Entry Notes. An owner of a Book-Entry
Note will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of,
the solicitation of orders by the Agents and the sales as a result thereof
by the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its Treasury
Department. The Company will advise the Agents and the Trustee in writing
of those persons handling administrative responsibilities with whom the
Agents and the Trustee are to communicate regarding orders to purchase
Notes and the details of their delivery.
-26-
<PAGE>
Administrative procedures and specific terms of the offering are
explained below. Book- Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in
accordance with changes in DTC's operating requirements, Certificated Notes
will be issued in accordance with the administrative procedures set forth
in Part II hereof and Notes which are subject to remarketing ("Remarketed
Notes") will be issued in accordance with the administrative procedures set
forth in Part III hereof. Unless otherwise defined herein, terms defined in
the Indenture and the Notes shall be used herein as therein defined. Notes
for which interest is calculated on the basis of a fixed interest rate,
which may be zero, are referred to herein as "Fixed Rate Notes". Notes for
which interest is calculated on the basis of a floating interest rate are
referred to herein as "Floating Rate Notes". To the extent the procedures
set forth below conflict with the provisions of the Notes, the Indenture,
DTC's operating requirements or the Agency Agreement, the relevant
provisions of the Notes, the Indenture, DTC's operating requirements and
the Agency Agreement shall control.
-27-
<PAGE>
PART I
Administrative Procedures for
-----------------------------
Book-Entry Notes
----------------
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, The Chase Manhattan
Bank ("Chase Manhattan") will perform the custodial, document control and
administrative functions described below, in accordance with its respective
obligations under a Letter of Representation from the Company and Chase
Manhattan to DTC dated as of the date hereof and a Medium-Term Note
Certificate Agreement between Chase Manhattan and DTC and its obligations
as a participant in DTC, including DTC's Same-Day Funds Settlement system
("SDFS").
Issuance: On any date of settlement (as defined
- --------- under "Settlement" below) for one
or more Book-Entry Notes, the
Company will issue a single global
security in fully registered form
without coupons (a "Global
Security") representing up to
$150,000,000 principal amount of
all such Book-Entry Notes that have
the same original issue date,
original issue discount provisions,
if any, Interest Payment Dates,
Regular Record Dates, Interest
Payment Period, redemption,
repayment and extension provisions,
if any, Maturity Date, and, in the
case of Fixed Rate Notes, interest
rate, or, in the case of Floating
Rate Notes, initial interest rate,
Base Rate, Index Maturity, Interest
Reset Period, Interest Reset Dates,
Spread or Spread Multiplier, if
any, minimum interest rate, if any,
and maximum interest rate, if any
(collectively, the "Terms"). Each
Global Security will be dated and
issued as of the date of its
authentication by the Trustee. Each
Global Security will bear an
original issue date, which will be
(i) with respect to an original
Global Security (or any portion
thereof), the original issue date
specified in such Global Security
and (ii) following a consolidation
of Global Securities, with respect
to the Global Security resulting
from such consolidation, the most
recent Interest Payment Date to
which interest has been paid or
duly provided for on the
predecessor Global Securities,
regardless of the date of
authentication of such resulting
Global Security. No Global Security
will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes
or (ii) any Certificated Note.
Identification Numbers: The Company has arranged with the
- ----------------------- CUSIP Service Bureau of Standard &
Poor's Corporation (the "CUSIP
Service Bureau") for the
reservation of a series of CUSIP
numbers, which series consists of
approximately 900 CUSIP numbers and
relates to
-28-
<PAGE>
Global Securities representing
Book-Entry Notes and book-entry
medium-term notes issued by the
Company with other series
designations. Chase Manhattan, the
Company and DTC have obtained from
the CUSIP Service Bureau a written
list of such reserved CUSIP numbers.
The Company will assign CUSIP
numbers to Global Securities as
described below under Settlement
Procedure "B". DTC will notify the
CUSIP Service Bureau periodically of
the CUSIP numbers that the Company
has assigned to Global Securities.
Chase Manhattan will notify the
Company at any time when fewer than
100 of the reserved CUSIP numbers
remain unassigned to Global
Securities, and, if it deems
necessary , the Company will reserve
additional CUSIP numbers for
assignment to Global Securities.
Upon obtaining such additional CUSIP
numbers, the Company shall deliver a
list of such additional CUSIP
numbers to Chase Manhattan and DTC.
Registration: Global Securities will be issued only
- -------------- in fully registered form without
coupons. Each Global Security will
be registered in the name of CEDE &
CO., as nominee for DTC, on the
securities register for the Notes
maintained under the Indenture. The
beneficial owner of a Book-Entry
Note (or one or more indirect
participants in DTC designated by
such owner) will designate one or
more participants in DTC (with
respect to such Book- Entry Note,
the "Participants") to act as agent
or agents for such owner in
connection with the book-entry
system maintained by DTC, and DTC
will record in book-entry form, in
accordance with instructions
provided by such Participants, a
credit balance with respect to such
beneficial owner in such Book-Entry
Note in the account of such
Participants. The ownership
interest of such beneficial owner
(or such participant) in such
Book-Entry Note will be recorded
through the records of such
Participants or through the
separate records of such
Participants and one or more
indirect participants in DTC;
provided, however, so long as DTC
is the registered owner of a Note,
DTC will be the sole owner and
holder of the Book-Entry Note
represented by such Global Security
for all purposes under the
Indenture.
Transfers: Transfers of a Book-Entry Note will
- ---------- be accomplished by book entries made
by DTC and, in turn, by Participants
(and in certain cases, one or more
indirect participants in DTC) acting
on behalf of beneficial transferors
and transferees of such Note.
-29-
<PAGE>
Exchanges: Chase Manhattan may deliver to DTC
- ---------- and the CUSIP Service Bureau at any
time a written notice of
consolidation (a copy of which
shall be attached to the resulting
Global Security described below)
specifying (i) the CUSIP numbers of
two or more outstanding Global
Securities that represent (A) Fixed
Rate Book-Entry Notes having the
same Terms and for which interest
has been paid to the same date or
(B) Floating Rate Book-Entry Notes
having the same Terms and for which
interest has been paid to the same
date, (ii) a date, occurring at
least thirty days after such
written notice is delivered and at
least thirty days before the next
Interest Payment Date for such
Book-Entry Notes, on which such
Global Securities shall be
exchanged for a single replacement
Global Security and (iii) a new
CUSIP number, obtained from the
Company, to be assigned to such
replacement Global Security. Upon
receipt of such a notice, DTC will
send to its participants (including
Chase Manhattan) a written
reorganization notice to the effect
that such exchange will occur on
such date. Prior to the specified
exchange date, Chase Manhattan will
deliver to the CUSIP Service Bureau
a written notice setting forth such
exchange date and such new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of
the Global Securities to be
exchanged will no longer be valid.
On the specified exchange date,
Chase Manhattan will exchange such
Global Securities for a single
Global Security bearing the new
CUSIP number and the CUSIP numbers
of the exchanged Global Securities
will, in accordance with CUSIP
Service Bureau procedures, be
cancelled and not immediately
reassigned. Notwithstanding the
foregoing, if the Global Securities
to be exchanged exceed $150,000,000
in aggregate principal amount, one
Global Security will be
authenticated and issued to
represent each $150,000,000 of
principal amount of the exchanged
Global Securities and an additional
Global Security will be
authenticated and issued to
represent any remaining principal
amount of such Global Securities
(see "Denominations" below).
Maturities: Each Book-Entry Note will mature on
- ----------- a date not less than nine months
after the original issue date for
such Note. A Floating Rate
Book-Entry Note will mature only on
an Interest Payment Date for such
Note.
Denominations: Book-Entry Notes will be issued in
- -------------- principal amounts of $1,000
or any amount in excess thereof that
is an integral multiple of
-30-
<PAGE>
$1,000. Global Securities will be
denominated in principal amounts not
in excess of $150,000,000. If one or
more Book- Entry Notes having an
aggregate principal amount in excess
of $150,000,000 would, but for the
preceding sentence, be represented
by a single Global Security, then
one Global Security will be
authenticated and issued to
represent each $150,000,000
principal amount of such Book-Entry
Note or Notes and an additional
Global Security will be
authenticated and issued to
represent any remaining principal
amount of such Book-Entry Note or
Notes. In such a case, each of the
Global Securities representing such
Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Interest: General. Interest, if any, on each
- --------- Book-Entry Note will accrue from
the Original Issue Date for the
first interest period or the last
date to which interest has been
paid, if any, for each subsequent
interest period, on the Global
Security representing such
Book-Entry Note, and will be
calculated and paid in the manner
described in such Book-Entry Note
and in the Prospectus (as defined
in the Agency Agreement), as
supplemented by the applicable
Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a Book-
Entry Note will include interest
accrued to but excluding the
Interest Payment Date (provided
that, in the case of Floating Rate
Book-Entry Notes which reset daily
or weekly, interest payments will
include accrued interest to but
excluding the Regular Record Date
immediately preceding the Interest
Payment Date) or to but excluding
Maturity (other than a Maturity of
a Fixed Rate Book-Entry Note
occurring on the 31st day of a
month, in which case such payment
of interest will include interest
accrued to but excluding the 30th
day of such month. Interest payable
at the Maturity of a Book-Entry
Note will be payable to the Person
to whom the principal of such Note
is payable. Standard & Poor's
Corporation will use the
information received in the pending
deposit message described under
Settlement Procedure "C" below in
order to include the amount of any
interest payable and certain other
information regarding the related
Global Security in the appropriate
(daily or weekly) bond report
published by Standard & Poor's
Corporation.
Regular Record Dates. The Regular
Record Date with respect
to any Interest Payment Date shall be
the date fifteen calendar
-31-
<PAGE>
days immediately preceding such
Interest Payment Date (whether or
not a Business Date).
Interest Payment Dates on Fixed Rate
Book-Entry Notes. Unless otherwise
specified pursuant to Settlement
Procedure "A" below, interest
payments on Fixed Rate Book- Entry
Notes will be made semiannually on
June 1 and December 1 of each year
and at Maturity; provided, however,
that if an Interest Payment Date for
a Fixed Rate Book-Entry Note is not
a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such
payment for the period from and
after such Interest Payment Date;
provided further, that in the case
of a Fixed Rate Book-Entry Note
issued between a Regular Record Date
and an Interest Payment Date, the
first interest payment will be made
on the Interest Payment Date
following the next succeeding
Regular Record Date.
Interest Payment Dates on Floating
Rate Book-Entry Notes. Interest
payments will be made on Floating
Rate Book-Entry Notes monthly,
quarterly, semi-annually or
annually. Unless otherwise agreed
upon, interest will be payable, in
the case of Floating Rate Book-Entry
Notes with a monthly Interest
Payment Period, on the third
Wednesday of each month; with a
quarterly Interest Payment Period,
on the third Wednesday of March,
June, September and December of each
year; with a semi-annual Interest
Payment Period on the third
Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an
annual Interest Payment Period, on
the third Wednesday of the month
specified pursuant to Settlement
Procedure "A" below; provided,
however, that if an Interest Payment
Date for a Floating Rate Book-Entry
Note would otherwise be a day that
is not a Business Day with respect
to such Floating Rate Book-Entry
Note, such Interest Payment Date
will be the next succeeding Business
Day with respect to such Floating
Rate Book-Entry Note, except in the
case of a Floating Rate Book-Entry
Note for which the Base Rate is
LIBOR, if such Business Day is in
the next succeeding calendar month,
such Interest Payment Date will be
the immediately preceding Business
Day; and provided further, that in
the case of a Floating Rate
Book-Entry Note issued between a
Regular Record Date and an Interest
Payment Date, the first interest
payment will be made on the Interest
Payment Date following the next
succeeding Regular Record Date.
-32-
<PAGE>
Notice of Interest Payment and
Regular Record Dates. On the first
Business Day of January, April, July
and October of each year, Chase
Manhattan will deliver to the
Company and DTC a written list of
Regular Record Dates and Interest
Payment Dates that will occur with
respect to Book-Entry Notes during
the six-month period beginning on
such first Business Day. Promptly
after each Interest Determination
Date for Floating Rate Book- Entry
Notes, Chase Manhattan, as
Calculation Agent, will notify
Standard & Poor's Corporation of the
interest rates determined on such
Interest Determination Date.
Calculation of Interest: Fixed Rate Book-Entry Notes. Interest
- ------------------------ on Fixed Rate Book- Entry Notes
(including interest for partial
periods) will be calculated on the
basis of a 360-day year of twelve
30-day months.
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate
Book-Entry Notes will be determined
as set forth in the form of Notes.
Interest on Floating Rate Book-Entry
Notes, except as otherwise set forth
therein, will be calculated on the
basis of actual days elapsed and a
year of 360 days, except that in the
case of a Floating Rate Book-Entry
Note for which the Base Rate is
Treasury Rate, interest will be
calculated on the basis of the
actual number of days in the year.
Payments of Principal Payment of Interest Only. Promptly
and Interest: after each Regular Record Date, Chase
- --------------------- Manhattan will deliver to the Company
and DTC a written notice setting forth,
by CUSIP number, the amount of interest
to be paid on each Global Security
on the following Interest Payment
Date (other than an Interest Payment
Date coinciding with Maturity) and
the total of such amounts. DTC will
confirm the amount payable on each
Global Security on such Interest
Payment Date by reference to the
appropriate (daily or weekly) bond
reports published by Standard &
Poor's Corporation. The Company will
pay to Chase Manhattan, as paying
agent, the total amount of interest
due on such Interest Payment Date
(other than at Maturity), and Chase
Manhattan will pay such amount to
DTC, at the times and in the manner
set forth below under "Manner of
Payment". If any Interest Payment
Date for a Book-Entry Note is not a
Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such
payment for the period from and
after such Interest Payment Date.
-33-
<PAGE>
Payments at Maturity. On or about
the first Business Day of each
month, Chase Manhattan will deliver
to the Company, DTC and the Trustee
a written list of principal and
interest to be paid on each Global
Security maturing (on a Maturity or
Redemption Date or otherwise) in the
following month. Chase Manhattan,
the Company and DTC will confirm the
amounts of such principal and
interest payments with respect to
each such Global Security on or
about the third Business Day
preceding the Maturity of such
Global Security. On or before
Maturity, the Company will pay to
Chase Manhattan, as paying agent,
the principal amount of such Global
Security, together with interest due
at such Maturity. Chase Manhattan
will pay such amount to DTC at the
times and in the manner set forth
below under "Manner of Payment". If
any Maturity of a Global Security
representing Book-Entry Notes is not
a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such
payment for the period from and
after such Maturity. Promptly after
payment to DTC of the principal and
interest due at Maturity of such
Global Security, the Trustee will
cancel such Global Security in
accordance with the Indenture and so
advise the Company. On the first
Business Day of each month, Chase
Manhattan will deliver to the
Trustee a written statement
indicating the total principal
amount of Outstanding Global
Securities as of the immediately
preceding Business Day. If the
Maturity of a Book-Entry Note is not
a Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such
payment for the period from and
after such Maturity.
Manner of Payment. The total amount
of any principal and interest due on
Global Securities on any Interest
Payment Date or at Maturity shall be
paid by the Company to Chase
Manhattan in immediately available
funds no later than such time
required by Chase Manhattan on such
date. The Company will make such
payment on such Global Securities by
wire transfer or automated clearing
house to Chase Manhattan. The
Company will confirm any such
instructions in writing to Chase
Manhattan. Prior to 10 A.M. (New
York City time) on the date of
Maturity or as soon as possible
thereafter, Chase Manhattan will pay
by separate wire transfer (using
Fedwire message entry instructions
in a form previously specified by
DTC) to an account at the Federal
Reserve Bank of New York previously
specified by DTC, in funds available
for immediate use by
-34-
<PAGE>
DTC, each payment of principal
(together with interest thereon) due
on a Global Security on such date.
On each Interest Payment Date (other
than at Maturity), interest payments
shall be made to DTC, in funds
available for immediate use by DTC,
in accordance with existing
arrangements between Chase Manhattan
and DTC. On each such date, DTC will
pay, in accordance with its SDFS
operating procedures then in effect,
such amounts in funds available for
immediate use to the respective
Participants in whose names the
Book-Entry Notes represented by such
Global Securities are recorded in
the book-entry system maintained by
DTC. None of the Company (as issuer
or as paying agent), the Trustee or
Chase Manhattan shall have any
direct responsibility or liability
for the payment by DTC to such
Participants of the principal of and
interest on the Book-Entry Notes.
Withholding Taxes. The amount of any
taxes required under applicable law
to be withheld from any interest
payment on a Book-Entry Note will be
determined and withheld by the
Participant, indirect participant in
DTC or other Person responsible for
forwarding payments and materials
directly to the beneficial owner of
such Note.
Procedures upon Company's Company Notice to Trustee Regarding
Redemption. Exercise of Exercise of Optional At least 45
Optional Redemption: days prior to the date on which it
- ------------------------- intends to redeem a Book-Entry
Note, the Company will notify the
Trustee that it is exercising such
option with respect to such
Book-Entry Note on such date.
Trustee Notice to DTC Regarding
Company's Exercise of Optional
Redemption. After receipt of notice
that the Company is exercising its
option to redeem a Book-Entry Note,
the Trustee will, at least 30 days
before the redemption date for such
Book-Entry Note, hand deliver to DTC
a notice identifying such Book-Entry
Note by CUSIP number and informing
DTC of the Company's exercise of
such option with respect to such
Book-Entry Note.
Deposit of Redemption Price. On or
before any redemption date, the
Company shall deposit with such
Trustee an amount of money
sufficient to pay the redemption
price, plus interest accrued to such
redemption date, for all the
Book-Entry Notes or portions thereof
which are to be repaid on such
redemption
-35-
<PAGE>
date. Such Trustee will use such
money to repay such Book- Entry
Notes pursuant to the terms set
forth in such Notes.
Procedure for Rate The Company and the Agents will discuss
Setting and Posting: from time to time the aggregate
- -------------------- principal amount of, the issuance price
of, and the interest rates to be borne
by, Book-Entry Notes that may be sold as
a result of the solicitation of
orders by the Agents. If the Company
decides to set prices of, and rates
borne by, any Book-Entry Notes in
respect of which the Agents are to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the
Company decides to change prices or
rates previously posted by it, it
will promptly advise the Agents of
the prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the
- -------------------- Company promptly by telephone of all
orders to purchase Book-Entry Notes
received by such Agent, other than those
rejected by it in whole or in part
in the reasonable exercise of its
discretion. Unless otherwise agreed
by the Company and the Agents, the
Company has the right to accept
orders to purchase Book-Entry Notes
and may reject any such orders in
whole or in part.
Preparation of If any order to purchase a Book-Entry
Pricing Supplement: Note is accepted by or on behalf of the
- ------------------- Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the applicable
interest rates and other terms of such
Book-Entry Note and will arrange to
have copies thereof filed with the
Commission in accordance with the
applicable paragraph of Rule 424(b)
under the Act and will supply one
copy thereof (and additional copies
if requested) to the Agent which
presented the order (the "Presenting
Agent"). The Presenting Agent will
cause a Prospectus and Pricing
Supplement to be delivered to the
purchaser of such Book-Entry Note.
In each instance that a Pricing
Supplement is prepared, the
Presenting Agent will affix the
Pricing Supplement to Prospectuses
prior to their use. Outdated Pricing
Supplements (other than those
retained for files) will be
destroyed.
Suspension of Solicitations; The Company reserves the right, in
Amendment or Supplement: its sole discretion, to instruct
- ----------------------------- the Agents to suspend at any time,
for any period of time or
permanently, the solicitation of
orders to purchase Book-Entry
Notes. Upon receipt of such
instructions, the
-36-
<PAGE>
Agents will forthwith suspend
solicitation until such time as the
Company has advised them that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the
Company will promptly advise the
Agents, the Trustee and Chase
Manhattan whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time
of the suspension, together with the
appropriate Pricing Supplement, may
be delivered in connection with the
settlement of such orders. The
Company will have the sole
responsibility for such decision and
for any arrangements that may be
made in the event that the Company
determines that such orders may not
be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration
Statement (as defined in the Agency
Agreement) or the Prospectus, it
will promptly advise the Agents and
furnish the Agents with the proposed
amendment or supplement and with
such certificates and opinions as
are required, all to the extent
required by and in accordance with
the terms of the Agency Agreement.
Subject to the provisions of the
Agency Agreement, the Company may
file with the Commission any such
supplement to the Prospectus
relating to the Notes. The Company
will provide the Agents, the Trustee
and Chase Manhattan with copies of
any such supplement, and confirm to
the Agents that such supplement has
been filed with the Commission
pursuant to the applicable paragraph
of Rule 424(b).
Procedures For When the Company has determined to
Rate Changes: change the interest rates of Book-Entry
- -------------- Notes being offered, it will promptly
advise the Agents and the Agents will
forthwith suspend solicitation of
orders. The Agents will telephone
the Company with recommendations as
to the changed interest rates. At
such time as the Company has
advised the Agents of the new
interest rates, the Agents may
resume solicitation of orders.
Until such time only "indications
of interest" may be recorded.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
- ----------------------- Supplement relating to a Book-Entry
Note must accompany or
precede the earliest of any
written offer of such Book-Entry Note,
confirmation of the purchase of such
-37-
<PAGE>
Book-Entry Note and payment for such
Book- Entry Note by its purchaser. If
notice of a change in the terms of the
Book-Entry Notes is received by the
Agents between the time an order for a
Book-Entry Note is placed and the time
written confirmation thereof is sent by
the Presenting Agent to a customer or
his agent, such confirmation shall
be accompanied by a Prospectus and
Pricing Supplement setting forth the
terms in effect when the order was
placed. Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the Presenting
Agent will deliver a Prospectus and
Pricing Supplement as herein
described with respect to each
Book-Entry Note sold by it. The
Company will make such delivery if
such Book-Entry Note is sold
directly by the Company to a
purchaser (other than an Agent).
Confirmation: For each order to purchase a
- ------------- Book-Entry Note solicited by any
Agent and accepted by or on behalf
of the Company, the Presenting Agent
will issue a confirmation to the
purchaser, with a copy to the
Company, setting forth the details
set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
- ----------- immediately available funds in
payment for a Book-Entry Note and
the authentication and issuance of
the Global Security representing
such Book-Entry Note shall
constitute "settlement" with
respect to such Book- Entry Note.
All orders accepted by the Company
will be settled on the third
Business Day following the date of
sale of such Book-Entry Note
pursuant to the timetable for
settlement set forth below unless
the Company and the purchaser agree
to settlement on another day which
shall be no earlier than the next
Business Day following the date of
sale.
Settlement Procedures: Settlement Procedures with regard to
- ---------------------- each Book-Entry Note sold by the
Company through any Agent, as
agent, shall be as follows:
A. The Presenting Agent will advise
the Company by telephone of the
following settlement information:
1. Principal amount.
2. Maturity Date.
-38-
<PAGE>
3. In the case of a Fixed
Rate Book-Entry Note,
the interest rate or,
in the case of a
Floating Rate Book-
Entry Note, the Base
Rate, initial interest
rate (if known at such
time), Index Maturity,
Interest Reset Period,
Interest Reset Dates,
Spread or Spread
Multiplier (if any),
Minimum Interest Rate
(if any) and Maximum
Interest Rate (if
any).
4. Interest Payment Dates and
the Interest Payment
Period.
5. Redemption, repayment
and extension
provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's
commission, determined
as provided in Section
2 of the Agency
Agreement.
9. Whether such
Book-Entry Note is
issued at an original
issue discount and, if
so, the total amount
of OID, the yield to
maturity and the
initial accrual period
OID.
B. The Company will assign a CUSIP
number to the Global Security
representing such Book-Entry Note
and then advise Chase Manhattan by
telephone (confirmed in writing at
any time on the same date) or
electronic transmission of the
information set forth in
Settlement Procedure "A" above,
such CUSIP number and the name
of the Presenting Agent. The
Company will also notify the
Presenting Agent by telephone of
such CUSIP number as soon as
practicable. Each such
communication by the Company shall
constitute a representation and
warranty by the Company to Chase
Manhattan, the Trustee and the
Presenting Agent that (i) such
Note is then, and at the time of
issuance and sale thereof will be,
duly authorized for issuance and
sale by the Company, (ii) such
Note, and the Global Security
representing such Note, will
conform with the terms of the
Indenture for such Note, and (iii)
upon authentication and delivery
of such Global Security, the
aggregate initial offering price
of all Notes
-39-
<PAGE>
issued under the Indenture will
not exceed $500,000,000
(except for Book-Entry Notes
represented by Global
Securities authenticated and
delivered in exchange for or
in lieu of Global Securities
pursuant to the Indenture and
except for Certificated Notes
authenticated and delivered
upon registration of transfer
of, in exchange for, or in
lieu of Certificated Notes
pursuant to any such
Section).
C. Chase Manhattan will enter a
pending deposit message
through DTC's Participant
Terminal System providing the
following settlement
information to DTC (which
shall route such information
to Standard & Poor's
Corporation), the Presenting
Agent and, upon request, the
Trustee:
1. The information set forth
in Settlement Procedure
"A".
2. Identification as a
Fixed Rate Book-Entry
Note or a Floating
Rate Book-Entry Note.
3. Initial Interest
Payment Date for such
Book-Entry Note,
number of days by
which such date
succeeds the related
Regular Record Date
and amount of interest
payable on such
Interest Payment Date.
4. The Interest Payment
Period.
5. CUSIP number of the
Global Security
representing such
Book-Entry Note.
6. Whether such Global
Security will
represent any other
Book-Entry Note (to
the extent known at
such time).
D. To the extent the Company has
not already done so, the
Company will deliver to Chase
Manhattan a Global Security
in a form that has been
approved by the Company, the
Agents and the Trustee.
E. Chase Manhattan will complete
such Book-Entry Note, stamp
the appropriate legend, as
instructed by DTC, if not
already set forth thereon,
and authenticate the Global
Security representing such
Book-Entry Note.
-40-
<PAGE>
F. DTC will credit such Book-Entry
Note to Chase Manhattan's
participant account at DTC.
G. Chase Manhattan will enter an
SDFS deliver order through DTC's
Participant Terminal System
instructing DTC to (i) debit such
Book-Entry Note to Chase
Manhattan's participant account
and credit such Book- Entry Note
to the Presenting Agent's
participant account and (ii)
debit the Presenting Agent's
settlement account and credit
Chase Manhattan's settlement
account for an amount equal to
the price of such Book-Entry Note
less the Presenting Agent's
commission. The entry of such a
deliver order shall constitute a
representation and warranty by
Chase Manhattan to DTC that (i)
the Global Security representing
such Book-Entry Note has been
issued and authenticated and (ii)
Chase Manhattan is holding such
Global Security pursuant to the
Medium- Term Note Certificate
Agreement between Chase Manhattan
and DTC.
H. The Presenting Agent will enter
an SDFS deliver order through
DTC's Participant Terminal System
instructing DTC (i) to debit
such Book-Entry Note to the
Presenting Agent's participant
account and credit such Book-
Entry Note to the participant
accounts of the Participants with
respect to such Book-Entry Note
and (ii) to debit the settlement
accounts of such Participants and
credit the settlement account of
the Presenting Agent for an
amount equal to the price of such
Book-Entry Note.
I. Transfers of funds in
accordance with SDFS deliver
orders described in
Settlement Procedures "G" and
"H" will be settled in
accordance with SDFS
operating procedures in
effect on the settlement
date.
J. Chase Manhattan will, upon
receipt of funds from the
Presenting Agent in
accordance with Settlement
Procedure "G", credit to an
account of the Company
maintained at Chase Manhattan
funds available for immediate
use in the amount transferred
to Chase Manhattan in
accordance with Settlement
Procedure "G".
K. The Presenting Agent will
confirm the purchase of such
Book-Entry Note to the
purchaser either by
transmitting
-41-
<PAGE>
to the Participants with
respect to such Book-Entry
Note a confirmation order or
orders through DTC's
institutional delivery system
or by mailing a written
confirmation to such
purchaser.
Settlement Procedures For orders of Book-Entry Notes
Timetable: solicited by any Agent and accepted
- --------------------- by the Company for settlement on
the first Business Day after the
sale date, Settlement Procedures
"A" through "K" set forth above
shall be completed as soon as
possible but not later than the
respective times (New York City
time) set forth below:
Settlement
Procedure Time
----------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3.00 P.M. on the Business
Day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than
one Business Day after the sale
date, Settlement Procedures "A", "B"
and "C" shall be completed as soon
as practicable but no later than
11:00 A.M. and 12:00 Noon on the
first Business Day after the sale
date and no later than 2:00 P.M. on
the Business Day before the
settlement date, respectively. If
the initial interest rate for a
Floating Rate Book-Entry Note has
not been determined at the time that
Settlement Procedure "A" is
completed, Settlement Procedures "B"
and "C" shall be completed as soon
as such rate has been determined but
no later than 12:00 Noon and 2:00
P.M., respectively, on the Business
Day before the settlement date.
Settlement Procedure "I" is subject
to extension in accordance with any
extension of Fedwire closing
deadlines and in the other events
specified in SDFS operating
procedures in effect on the
settlement date.
If settlement of a Book-Entry Note
is rescheduled or cancelled, Chase
Manhattan will deliver to DTC,
through DTC's
-42-
<PAGE>
Participant Terminal System, a
cancellation message to such effect
by no later than 2:00 P.M. on the
Business Day immediately preceding
the scheduled settlement date.
Failure to Settle: If Chase Manhattan fails to enter an
- ------------------ SDFS deliver order with respect to
a Book-Entry Note pursuant to
Settlement Procedure "G", Chase
Manhattan may deliver to DTC,
through DTC's Participant Terminal
System, as soon as practicable, a
withdrawal message instructing DTC
to debit such Book-Entry Note to
Chase Manhattan's participant
account. DTC will process the
withdrawal message, provided that
Chase Manhattan's participant
account contains a principal amount
of the Global Security representing
such Book-Entry Note that is at
least equal to the principal amount
to be debited. If a withdrawal
message is processed with respect
to all the Book- Entry Notes
represented by a Global Security,
the Trustee will cancel such Global
Security in accordance with the
Indenture and so advise the Company
and Chase Manhattan, and Chase
Manhattan will make appropriate
entries in its records. The CUSIP
number assigned to such Global
Security shall, in accordance with
CUSIP Service Bureau procedures, be
cancelled and not immediately
reassigned. If a withdrawal message
is processed with respect to one or
more, but not all, of the
Book-Entry Notes represented by a
Global Security, Chase Manhattan
will exchange such Book-Entry Note
for two Global Securities, one of
which shall represent such
Book-Entry Notes and shall be
cancelled immediately after
issuance and the other of which
shall represent the other
Book-Entry Notes previously
represented by the surrendered
Global Security and shall bear the
CUSIP number of the surrendered
Global Security.
If the purchase price for any
Book-Entry Note is not timely paid
to the Participants with respect to
such Note by the beneficial
purchaser thereof (or a Person,
including an indirect participant in
DTC, acting on behalf of such
purchaser), such Participants and,
in turn, the Presenting Agent may
enter SDFS deliver orders through
DTC's Participant Terminal System
reversing the orders entered
pursuant to Settlement Procedures
"H" and "G", respectively.
Thereafter, Chase Manhattan will
deliver the withdrawal message and
take the related actions described
in the preceding paragraph. If such
failure shall have occurred for any
reason other than a default by the
Presenting Agent in the performance
of its obligations hereunder and
under the Agency Agreement, then the
Company will reimburse the
Presenting
-43-
<PAGE>
Agent or Chase Manhattan, as
applicable, on an equitable basis
for the loss of the use of the funds
during the period when they were
credited to the account of the
Company.
Notwithstanding the foregoing, upon
any failure to settle with respect
to a Book-Entry Note, DTC may take
any actions in accordance with its
SDFS operating procedures then in
effect. In the event of a failure to
settle with respect to one or more,
but not all, of the Book-Entry Notes
to have been represented by a Global
Security, Chase Manhattan will
provide, in accordance with
Settlement Procedure "E", for the
authentication and issuance of a
Global Security representing the
other Book-Entry Notes to have been
represented by such Global Security
and will make appropriate entries in
its records.
Trustee and Chase Manhattan Nothing herein shall be deemed to
Not to Risk Funds: require the Trustee or Chase
- --------------------------- Manhattan to risk or expend its own
funds in connection with any
payment to the Company, DTC, the
Agents or the purchaser, it being
understood by all parties that
payments made by the Trustee or
Chase Manhattan to the Company, DTC,
the Agents or the purchaser shall be
made only to the extent that funds
are provided to the Trustee or Chase
Manhattan for such purpose.
Authenticity of Signatures: The Company will cause the Trustee to
- --------------------------- furnish Chase Manhattan and the
Agents from time to time with the
specimen signatures of each of the
Trustee's officers, employees or
agents who has been authorized by
the Trustee to authenticate Book-
Entry Notes, but neither Chase
Manhattan nor any Agent will have
any obligation or liability to the
Company or the Trustee in respect
of the authenticity of the
signature of any officer, employee
or agent of the Company or the
Trustee on any Book- Entry Note.
Periodic Statements Periodically, Chase Manhattan will send
from Chase Manhattan: to the Company a statement setting forth
- --------------------- the principal amount of Book-Entry
Notes Outstanding as of that date
and setting forth a brief
description of any sales of
Book-Entry Notes which the Company
has advised Chase Manhattan but
which have not yet been settled.
-44-
<PAGE>
PART II
Administrative Procedures for Certificated Notes
------------------------------------------------
Chase Manhattan will serve as registrar and transfer agent in
connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated
- --------- and issued as of the date of its
authentication by the Trustee. Each
Certificated Note will bear an
Original Issue Date, which will be
(i) with respect to an original
Certificated Note (or any portion
thereof), its original issuance
date (which will be the settlement
date) and (ii) with respect to any
Certificated Note (or portion
thereof) issued subsequently upon
transfer or exchange of a
Certificated Note or in lieu of a
destroyed, lost or stolen
Certificated Note, the Original
Issue Date of the predecessor
Certificated Note, regardless of
the date of authentication of such
subsequently issued Certificated
Note.
Registration: Certificated Notes will be issued only
- ------------- in fully registered form without coupons.
Transfers and Exchanges: A Certificated Note may be presented
- ------------------------ for transfer or exchange at the
principal corporate trust office in
the City of New York of Chase
Manhattan. Certificated Notes will
be exchangeable for other
Certificated Notes having identical
terms but different authorized
denominations without service
charge. Certificated Notes will not
be exchangeable for Book-Entry
Notes.
Maturities: Each Certificated Note will mature on
- ----------- a date not less than nine months
after the settlement date for such
Note. A Floating Rate Certificated
Note will mature only on an
Interest Payment Date for such
Note. Any Note denominated in
Japanese yen will mature on a date
not less than one year from the
Original Issue Date (as defined
below) for such Note. Any Note
denominated in Pounds Sterling will
mature on a date not less than one
year, nor more than five years,
after its Original Issue Date.
Denominations: The denomination of any Certificated
- -------------- Note denominated in U.S. dollars
will be a minimum of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. The
authorized denominations of
Certificated Notes denominated in
any other currency will be
specified pursuant to "Settlement
Procedures" below.
Interest: General. Interest, if any, on each
- --------- Certificated Note will accrue
from the original issue date for the
first interest period or the
-45-
<PAGE>
last date to which interest has been
paid, if any, for each subsequent
interest period, and will be
calculated and paid in the manner
described in such Note and in the
Prospectus, as supplemented by the
applicable Pricing Supplement.
Unless otherwise specified therein,
each payment of interest on a
Certificated Note will include
interest accrued to but excluding
the Interest Payment Date (provided
that, in the case of Certificated
Notes which reset daily or weekly,
interest payments will include
accrued interest to but excluding
the Regular Record Date immediately
preceding the Interest Payment Date)
or to but excluding Maturity (other
than a Maturity of a Fixed Rate
Certificated Note occurring on the
31st day of a month, in which case
such payment of interest will
include interest accrued to but
excluding the 30th day of such
month).
Regular Record Dates. The Regular
Record Dates with respect to any
Interest Payment Date shall be the
date fifteen calendar days
immediately preceding such Interest
Payment Date (whether or not a
Business Day).
Fixed Rate Certificated Notes.
Unless otherwise specified pursuant
to Settlement Procedure "A" below,
interest payments on Fixed Rate
Certificated Notes will be made
semi-annually on June 1 and December
1 of each year and at Maturity;
provided, however, that if any
Interest Payment Date for a Fixed
Rate Certificated Note is not a
Business Day, the payment due on
such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such
payment for the period from and
after such Interest Payment Date;
provided further, that in the case
of a Fixed Rate Certificated Note
issued between a Regular Record Date
and an Interest Payment Date, the
first interest payment will be made
on the Interest Payment Date
following the next succeeding
Regular Record Date.
Floating Rate Certificated Notes.
Interest payments will be made on
Floating Rate Certificated Notes
monthly, quarterly, semi-annually or
annually. Interest will be payable,
in the case of Floating Rate
Certificated Notes with a monthly
Interest Payment Period, on the
third Wednesday of each month; with
a quarterly interest Payment Period,
on the third Wednesday of March,
June, September and December of each
year; with a semi-annual Interest
Payment Period, on the third
Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an
annual Interest Payment Period, on
the third Wednesday of the month
specified pursuant to Settlement
Procedure "A" below; provided,
however, that if
-46-
<PAGE>
an Interest Payment Date for a
Floating Rate Certificated Note
would otherwise be a day that is not
a Business Day with respect to such
Floating Rate Certificated Note,
such Interest Payment Date will be
the next succeeding Business Day
with respect to such Floating Rate
Certificated Note, except in the
case of a Floating Rate Certificated
Note for which the Base Rate is
LIBOR, if such Business Day is in
the next succeeding calendar month,
such Interest Payment Date will be
the immediately preceding Business
Day; and provided further, that in
the case of a Floating Rate
Certificated Note issued between a
Regular Record Date and an interest
Payment Date, the first interest
payment will be made on the Interest
Payment Date following the next
succeeding Regular Record Date.
Calculation of Interest: Fixed Rate Certificated Note.
- ------------------------ Interest on Fixed Rate Certificated
Notes (including interest for
partial periods) will be calculated
on the basis of a 360-day year of
twelve 30-day months.
Floating Rate Certificated Notes.
Interest rates on Floating Rate
Certificated Notes will be
determined as set forth in the form
of Notes. Interest on Floating Rate
Certificated Notes, except as
otherwise set forth therein, will be
calculated on the basis of actual
days elapsed and a year of 360 days,
except that in the case of a
Floating Rate Certificated Note for
which the Base Rate is Treasury
Rate, interest will be calculated on
the basis of the actual number of
days in the year.
Payments of Principal Interest, if any, on each Certificated
and Interest: Note will be calculated and paid
- --------------------- in the manner described in such
Note and in the Prospectus, as
supplemented by the applicable Pricing
Supplement. Unless otherwise provided in
the Indenture or the Certificated Note,
the first payment of interest on any
Certificated Note originally issued
between a Record Date and an
Interest Payment Date will be made
on the next succeeding Interest
Payment Date. Interest payable at
the Maturity of a Certificated Note
will be payable to the Person to
whom the principal of such Note is
payable. Unless other arrangements
are made, all interest payments
(excluding interest payments made on
the Maturity Date) will be made by
check mailed to the person entitled
thereto as provided above; provided,
however, that the holder of
$10,000,000 (or the equivalent
thereof in other currencies) or more
of Certificated Notes with similar
tenor and terms will be entitled to
receive payment by wire transfer or
automated clearing house in U.S.
dollars.
-47-
<PAGE>
Within 10 days following each Record
Date, the Trustee will inform the
Company of the total amount of the
interest payments to be made by the
Company on the next succeeding
Interest Payment Date. The Trustee
will provide monthly to the Company
a list of the principal and interest
to be paid on Certificated Notes
maturing in the next succeeding
month.
Chase Manhattan will be responsible
for withholding taxes on interest
paid on Certificated Notes as
required by applicable law.
If the Maturity of a Certificated
Note is not a Business Day, the
payment due on such day shall be
made on the next succeeding Business
Day and no interest shall accrue on
such payment for the period from and
after such Maturity.
Procedures upon Company's Company Notice to Trustee Regarding
Exercise of Optional Exercise of Optional Redemption. At
Redemption: least 45 days prior to the date on which
- ------------------------- it intends to redeem a Certificated
Note, the Company will notify the
Trustee that it is exercising such
option with respect to such
Certificated Note on such date.
Trustee Notice to Holders Regarding
Company's Exercise of Optional
Redemption. After receipt of notice
that the Company is exercising its
option to redeem a Certificated
Note, the Trustee will, at least 30
days before the redemption date for
such Certificated Note, mail a
notice, first class, postage
prepaid, to the Holder of such
Certificated Note informing such
Holder of the Company's exercise of
such option with respect to such
Certificated Note.
Deposit of Redemption Price. On or
before any redemption date, the
Company shall deposit with such
Trustee an amount of money
sufficient to pay the redemption
price, plus interest accrued to such
redemption date, for all the
Certificated Notes or portions
thereof and which are to be repaid
on such redemption date. Such
Trustee will use such money to repay
such Certificated Notes pursuant to
the terms set forth in such Notes.
Procedure for Rate Setting The Company and the Agents will discuss
and Posting: from time to time the aggregate
- -------------------------- principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agents. If the Company decides to
set prices of, and rates borne by,
any Notes in respect of which the
Agents are to solicit orders (the
setting of such prices and rates to
be referred to herein as "posting")
or if the
-48-
<PAGE>
Company decides to change prices or
rates previously posted by it, it
will promptly advise the Agents of
the prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the
- -------------------- Company promptly by telephone of all
orders to purchase Certificated Notes
received by such Agent, other than those
rejected by it in whole or in part
in the reasonable exercise of its
discretion. Unless otherwise agreed
by the Company and the Agents, the
Company has the sole right to accept
orders to purchase Certificated
Notes and may reject any such orders
in whole or in part. Before
accepting any order to purchase a
Certificated Note to be settled in
less than three Business Days, the
Company shall verify that the
Trustee will have adequate time to
prepare and authenticate such Note.
Preparation of If any order to purchase a Certificated
Pricing Supplement: Note is accepted by or an behalf of the
- ------------------- Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the interest
rates and other terms of such Certified
Note and will arrange to have copies
thereof filed with the Commission in
accordance with the applicable
paragraph of Rule 424(b) under the
Act and will supply one copy thereof
(and additional copies if requested)
to the Agent which presented the
order (the "Presenting Agent"). The
Presenting Agent will cause a
Prospectus and Pricing Supplement to
be delivered to the purchaser of
such Certificated Note.
In each instance that a Pricing
Supplement is prepared, the
Presenting Agent will affix the
Pricing Supplement to Prospectuses
prior to their use. Outdated Pricing
Supplements (other than those
retained for files) will be
destroyed.
Suspension of Solicitation; The Company reserves the right, in its
Amendment or Supplement: sole discretion, to instruct the Agents
- --------------------------- to suspend at any time for any period
of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of
such instructions, the Agents will
forthwith suspend solicitation
until such time as the Company has
advised them that such solicitation
may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the
Company will promptly advise the
Agents, the Trustee and Chase
Manhattan whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time
of the suspension, together with the
appropriate Pricing
-49-
<PAGE>
Supplement, may be delivered in
connection with the settlement of
such orders. The Company will have
the sole responsibility for such
decision and for any arrangements
that may be made in the event that
the Company determines that such
orders may not be settled or that
copies of such Prospectus may not be
so delivered.
If the Company decides to amend or
supplement the Registration
Statement or the Prospectus, it will
promptly advise the Agents and
furnish the Agents with the proposed
amendment or supplement and with
such certificates and opinions as
are required, all to the extent
required by and in accordance with
the terms of the Agency Agreement.
Subject to the provisions of the
Agency Agreement, the Company may
file with the Commission any
supplement to the Prospectus
relating to the Notes. The Company
will provide the Agents, the Trustee
and Chase Manhattan with copies of
any such supplement, and confirm to
the Agents that such supplement has
been filed with the Commission
pursuant to the applicable paragraph
of Rule 424(b).
Procedure for Rate Changes: When the Company has determined to
- --------------------------- change the interest rates of
Certificated Notes being offered,
it will promptly advise the Agents
and the Agents will forthwith
suspend solicitation of orders. The
Agents will telephone the Company
with recommendations as to the
changed interest rates. At such
time as the Company has advised the
Agents of the new interest rates,
the Agents may resume solicitation
of orders. Until such time only
"indications of interest" may be
recorded.
Delivery of Prospectus: A copy of the Prospectus and a
- ----------------------- Pricing Supplement relating to a
Certificated Note must accompany or
precede the earliest of any written
offer of such Certificated Note,
confirmation of the purchase of
such Certificated Note and payment
for such Certificated Note by its
purchaser. If notice of a change in
the terms of the Certificated Notes
is received by the Agents between
the time an order for a
Certificated Note is placed and the
time written confirmation thereof
is sent by the Presenting Agent to
a customer or his agent, such
confirmation shall be accompanied
by a Prospectus and Pricing
Supplement setting forth the terms
in effect when the order was
placed. Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the Presenting
Agent will deliver a Prospectus and
Pricing Supplement as herein
described with respect to each
Certificated Note sold by it. The
Company will make such delivery if
such Certificated Note is sold
directly by the Company to a
purchaser (other than any Agent).
-50-
<PAGE>
Confirmation: For each order to purchase a
- ------------- Certificated Note solicited by any
Agent and accepted by or on behalf
of the Company, the Presenting Agent
will issue a confirmation to the
purchaser, with a copy to the
Company, setting forth the details
set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
- ----------- immediately available funds in
exchange for an authenticated
Certificated Note delivered to the
Presenting Agent and the Presenting
Agent's delivery of such
Certificated Note against receipt
of immediately available funds
shall, with respect to such
Certificated Note, constitute
"settlement". All orders accepted
by the Company will be settled on
the third Business Day following
the date of sale pursuant to the
timetable for settlement set forth
below, unless the Company and the
purchaser agree to settlement on
another day which shall be no
earlier than the next Business Day
following the date of sale.
Settlement Procedures: Settlement Procedures with regard to
- ---------------------- each Certificated Note sold by the
Company through any Agent, as
agent, shall be as follows:
A. The Presenting Agent will
advise the Company by
telephone of the following
settlement information, in
time for the Trustee to
prepare and authenticate the
required Note:
1. Name in which such
Certificated Note is
to be registered
("Registered Owner").
2. Address of the
Registered Owner and
address for payment of
principal and
interest.
3. Taxpayer
identification number
of the Registered
Owner (if available).
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed
Rate Certificated
Note, the interest
rate or, in the case
of a Floating Rate
Certificated Note, the
initial interest rate
(if known at such
time), Base Rate,
Index Maturity,
Interest Reset Period,
Interest Reset Dates,
Spread or Spread
Multiplier (if any),
Minimum Interest Rate
(if any) and Maximum
Interest Rate (if
any).
-51-
<PAGE>
7. Interest Payment Dates and
the Interest Payment
Period.
8. Specified Currency and
whether the option to
elect payment in a
Specified Currency
applies and if the
Specified Currency is
not U.S. dollars, the
authorized
denominations.
9. Redemption, repayment
or extension
provisions, if any.
10. Settlement date.
11. Price (including
currency).
12. Presenting Agent's
commission, determined
as provided in Section
2 of the Agency
Agreement.
13. Whether such
Certificated Note is
issued at an original
issue discount, and,
if so, the total
amount of OID, the
yield to maturity and
the initial accrual
period OID.
B. The Company will advise Chase
Manhattan by telephone
(confirmed in writing at any
time on the sale date) or
electronic transmission of
the information set forth in
Settlement Procedure "A"
above and the name of the
Presenting Agent.
C. The Company will deliver to
Chase Manhattan a pre-printed
five-ply packet for such
Certificated Note, which
packet will contain the
following documents in forms
that have been approved by
Company, the Agents and the
Trustee:
1. Certificated Note with
customer confirmation.
2. Stub One - For Trustee.
3. Stub Two - For the
Presenting Agent.
4. Stub Three - For the Company.
5. Stub Four - For the
Authenticating Agent.
D. Chase Manhattan will complete
such Certificated Note and
will authenticate such
Certificated Note and deliver
it
-52-
<PAGE>
(with the confirmation) and
Stubs One and Two to the
Presenting Agent, all in
accordance with the written
directions (or oral
instructions confirmed in
writing on the next Business
Day) of the Company, and the
Presenting Agent will
acknowledge receipt of the
Note by stamping or otherwise
marking Stub One and
returning it to the Trustee.
Such delivery will be made
only against such
acknowledgment of receipt. In
the event that the
instructions given by the
Presenting Agent for payment
to the account of the Company
are revoked, the Company will
as promptly as possible wire
transfer to the account of
the Presenting Agent an
amount of immediately
available funds equal to the
amount of such payment made.
E. The Presenting Agent will
deliver such Certificated
Note (with the confirmation)
to the customer against
payment in immediately
payable funds. The Presenting
Agent will obtain the
acknowledgment of receipt of
such Certificated Note by
retaining Stub Two.
F. Chase Manhattan will send
Stub Three to the Company by
first-class mail and retain
Stub Four for its records.
Settlement Procedures For orders of Certificated Notes
Timetable: solicited by any Agent, as agent,
- --------------------- and accepted by the Company,
Settlement Procedures "A" through
"F" set forth above shall be
completed on or before the
respective times (New York City
time) set forth below:
Settlement
Procedure Time
---------- ----
A 2:00 P.M. on the day before
settlement
B-C 3:00 P.M. on the Business
Day before
settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to Settle: If a purchaser fails to accept
- ------------------ delivery of and make payment for
any Certificated Note, the
Presenting Agent will notify the
Company and Chase Manhattan by
telephone and return such
Certificated Note to the Trustee.
Upon receipt of such notice, the
Company will immediately wire
transfer to the account of the
Presenting Agent an amount equal to
the amount previously credited to
the account of Company in respect
of such
-53-
<PAGE>
Certificated Note. Such wire
transfer will be made on the
settlement date, if possible, and in
any event not later than the
Business Day following the
settlement date. If the failure
shall have occurred for any reason
other than a default by the
Presenting Agent in the performance
of its obligations hereunder and
under the Agency Agreement, then the
Company will reimburse the
Presenting Agent or Chase Manhattan,
as appropriate, on an equitable
basis for its loss of the use of the
funds during the period when they
were credited to the account of the
Company. Immediately upon receipt of
the Certificated Note in respect of
which such failure occurred, the
Trustee will cancel such
Certificated Note in accordance with
the Indenture and so advise the
Company and Chase Manhattan, and
Chase Manhattan will make
appropriate entries in its records.
Trustee and Chase Manhattan Nothing herein shall be deemed to
Not to Risk Funds: require the Trustee or Chase Manhattan
- --------------------------- to risk or expend its own funds in
connection with any payment to the
Company, the Agents or the purchaser, it
being understood by all parties that
payments made by the Trustee or
Chase Manhattan to the Company, the
Agents or the purchaser shall be
made only to the extent that funds
are provided to the Trustee or Chase
Manhattan for such purpose.
Authenticity of Signatures: The Company will cause the Trustee to
- --------------------------- furnish Chase Manhattan and the
Agents from time to time with the
specimen signatures of each of the
Trustee's officers, employees or
agents who has been authorized by
the Trustee to authenticate
Certificated Notes, but neither
Chase Manhattan nor any Agent will
have any obligation or liability to
the Company or the Trustee in
respect of the authenticity of the
signature of any officer, employee
or agent of the Company or the
Trustee on any Certificated Note.
Periodic Statements from Periodically, Chase Manhattan will send
Chase Manhattan: to the Company a statement setting forth
- ------------------------- the principal amount of Certificated
Notes Outstanding as of that date
and setting forth a brief
description of any sales of
Certificated Notes which the Company
has advised Chase Manhattan but
which have not yet been settled.
-54-
<PAGE>
PART III
Administrative Procedures for Remarketed Notes
-----------------------------------------------
The Notes may be offered and issued as Remarketed Notes from time
to time by Johnson Controls, Inc. The Notes will be issued in fully
registered book-entry form and delivered to the Trustee, as custodian for
DTC. The terms of the initial issuance of each Remarketed Note will be
recorded on the book-entry note representing such Remarketed Note. All
other variable terms of the Remarketed Notes in connection with
remarketings will be maintained in the Trustee's records. Owners of
beneficial interests in Remarketed Notes issued in book-entry form will be
entitled to physical delivery of Remarketed Notes in certificated form
equal in principal amount to their respective beneficial interests only
upon certain limited circumstances described in the Prospectus and related
supplements.
As set forth in the Prospectus and related supplements, the
Company shall appoint one or more remarketing agents (each, a "Remarketing
Agent" and, collectively, the "Remarketing Agents") with respect to the
Remarketed Notes pursuant to one or more remarketing agreements
(collectively, the "Remarketing Agreement").
The Administrative Procedures set forth in Part I and Part II
above shall apply to the Remarketed Notes except as modified or superseded
hereby.
Issuance: All Remarketed Notes issued having the
- -------- same Presenting Agent, Original Issue
Date, Initial Interest Rate, Initial
Interest Rate Period and Maturity Date
and other terms will be represented
initially by a single global security
in fully registered form without coupons.
All such initial terms will be
recorded by the Trustee on the global
security. The terms of remarketing from
time to time will be evidenced by the
records maintained by the Trustee.
All Remarketed Notes subsequently
remarketed on the same Interest
Adjustment Date in the same Interest
Rate Mode having the same Interest
Rate, Interest Rate Period and other
terms will be represented by a
single global Remarketed Note.
Each Remarketed Note will be dated
and issued as of the date of its
authentication by the Trustee. The
date from which interest will begin
to accrue with respect to each
Remarketed Note will be (a) with
respect to an original Remarketed
Note (or any portion thereof), its
Original Issue Date and (b) with
respect to any Remarketed Note (or
portion thereof) issued subsequently
upon exchange of a Remarketed Note
or in lieu of a destroyed, lost or
stolen Remarketed Note, the most
recent Interest Payment Date to
which interest has been paid or duly
provided for on the predecessor
Remarketed Note or Remarketed Notes
-55-
<PAGE>
(or if no such payment or provision
has been made, the Original Issue
Date of the predecessor Remarketed
Note or Remarketed Notes),
regardless of the date of
authentication of such subsequently
issued Remarketed Note. No global
Remarketed Note shall represent any
Remarketed Note issued in
certificate
form.
Transfers: Transfers of beneficial ownership
- ---------- interests in a Remarketed Note will
be accomplished by book entries made
by DTC and, in turn, by DTC
participants (and in certain cases,
one or more indirect participants in
DTC) acting on behalf of beneficial
transferors and transferees of such
Remarketed Note.
Denominations: All Remarketed Notes will be denominated
- -------------- in U.S. dollars. Remarketed Notes will
be issued in denominations of $100,000
and integral multiples of $1,000 in
excess thereof.
Interest: Overview. Principal of each
- --------- Remarketed Note will be repayable
by the Company only at the Maturity
Date thereof or on earlier
repayment at the option of the
holders thereof (if applicable),
upon earlier redemption at the
option of the Company or upon
Special Mandatory Purchase, in each
case in accordance with the terms
of Remarketed Notes. Each
Remarketed Note initially will earn
interest at the Initial Interest
Rate for the Initial Interest Rate
Period specified in the applicable
Pricing Supplement. Thereafter,
while a Remarketed Note is in the
Short Term Rate Mode, it will earn
interest during each Short Term
Rate Period at fixed rates
established by the Remarketing
Agent on the first day of such
Short Term Rate Period. While a
Remarketed Note is in the Long Term
Rate Mode, it will earn interest
during each Long Term Rate Period
at fixed rates established prior to
the commencement of such Long Term
Rate Period and/or rates
established on the first day of
such Long Term Rate Period and
reset at intervals established by
the Remarketing Agent with the
consent of the Company prior to the
commencement of such Long Term Rate
Period by reference to a Base Rate
established by the Company prior to
the commencement of such Long Term
Rate Period as adjusted by a
Spread, if any, and a Spread
Multiplier, if any, established
prior to the commencement of such
Long Term Rate Period by the
Remarketing Agent.
General. Each Remarketed Note will
bear interest in accordance with its
terms. Unless otherwise provided in
the applicable Pricing Supplement,
interest on each Remarketed Note
will accrue from and including the
Original Issue Date of such
Remarketed Note for the first
interest period or from the
-56-
<PAGE>
most recent Interest Payment Date to
which interest has been paid or duly
provided for all subsequent interest
periods to, but excluding, the
applicable Interest Payment Date,
Interest Rate Adjustment Date or the
stated Maturity Date or date of
earlier
redemption.
Each Interest Rate Adjustment Date
shall be a Business Day. Except as
provided below, if an Interest
Payment Date or the Maturity Date
with respect to any Note falls on a
day that is not a Business Day, the
required payment to be made on such
day need not be made on such day,
but may be made on the next
succeeding Business Day with the
same force and effect as if made on
such day, and no interest shall
accrue on such payment for the
period from and after such day to
the next succeeding Business Day. In
the case of a Remarketed Note
bearing interest at a floating rate
for which LIBOR is an applicable
Interest Rate Basis, if such
Business Day falls in the next
succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business Day.
Regular Record Dates. In the case of
the Initial Interest Rate Period,
the Record Dates will be specified
in the applicable Pricing Supplement
or, if not so specified, the
Business Day next preceding the
related Interest Payment Date.
Thereafter, unless otherwise
specified in the applicable Pricing
Supplement, the Record Date for each
Interest Payment Date will be (y) in
the case of each Short Term Rate
Period, the Business Day next
preceding such Interest Payment
Date, and (z) in the case of each
Long Term Rate Period, the 15th day
(whether or not a Business Day)
prior to such Interest Payment Date.
Interest Payment Dates. Interest
payments will be made on each
Interest Payment Date commencing
with the first Interest Payment Date
following the Original Issue Date.
Interest on each Remarketed Note
during the Initial Interest Rate
Period will be payable on the
Interest Payment Date or Dates
specified in the applicable Pricing
Supplement. Thereafter, unless
otherwise specified in the
applicable Pricing Supplement, the
Interest Payment Dates for such
Remarketed Note will be determined
as follows: (i) interest with
respect to each Short Term Rate
Period will be payable on the
Business Day next following such
Short Term Rate Period; and (ii)
interest with respect to each Long
Term Rate Period will be payable no
less than semiannually on such dates
as are established by the Company
and the Remarketing Agent prior
-57-
<PAGE>
to the commencement of each Long
Term Rate Period in the case of a
fixed interest rate, and as
specified in the applicable Floating
Interest Rate Notice in the case of
a floating interest rate.
Calculation of Interest: Unless otherwise set forth in the
- ------------------------ applicable Remarketed Note, Interest
(including payments for partial periods)
on Remarketed Notes bearing interest at
a fixed rate during a Long Term Rate
Period will be calculated and paid on
the basis of a 360-day year of twelve
30-day months.
Floating interest rates will be
calculated by reference to the
specified Base Rate plus or minus
the applicable Spread, if any,
and/or multiplied by the applicable
Spread Multiplier, if any.
Interest earned on a Remarketed Note
during a Short Term Rate Period and
interest earned at a floating rate
during a Long Term Rate Period will
be calculated by multiplying the
principal amount of such Remarketed
Note by an accrued interest factor.
Such accrued interest factor is
computed by adding the interest
factor calculated for each day in
the period for which accrued
interest is being calculated. The
interest factor for each such day is
computed by diving the interest rate
applicable to such day by 360 if the
Remarketed Note is in a Short Term
Rate Period or if the CD Rate,
Commercial Paper Rate, Eleventh
District Cost of Funds Rate, Federal
Funds Rate, LIBOR or Prime Rate is
an applicable Interest Rate Basis,
or by the actual number of days in
the year if the CMT Rate or Treasury
Rate is an applicable Interest Rate
Basis. The interest factor for
Remarketed Notes for which the
interest rate is calculated with
reference to two or more Base Rate
will be calculated in each period in
the same manner as if only one of
the applicable Base Rate applied.
Floating Interest Rates: Unless otherwise specified in the
- ------------------------ applicable Pricing Supplement, with
the consent of the Remarketing
Agent, a floating interest rate
will apply to any Long Term Rate
Period for a Remarketed Note
specified by the Company upon
receipt by the Trustee and the
Remarketing Agent of a notice in or
confirmed in writing (a "Floating
Interest Rate Notice") from the
Company not less than eleven (11)
Business Days prior to the Interest
Rate Adjustment Date for such Long
Term Rate Period. Each Floating
Interest Rate Notice must state
each Remarketed Note to which it
relates and the Long Term Rate
Period to which it relates, and
must also state that the beneficial
owners of each such Remarketed Note
will be deemed to have tendered
each such Remarketed Note as of the
Conversion Date
-58-
<PAGE>
and will not be entitled to further
accrual of interest on each such
Remarketed Note after such date.
Each Floating Interest Rate Notice
must also state whether the floating
interest rate is a "Regular Floating
Rate," a "Floating Rate/Fixed Rate"
or an "Inverse Floating Rate," the
Fixed Rate Commencement Date, if
applicable, the Fixed Interest Rate,
if applicable, the Base Rate, the
Initial Interest Rate, if any, the
Initial Interest Reset Date, the
Interest Reset Period and Dates, the
Interest Payment Period and Dates,
the Index Maturity and the Maximum
Interest Rate and/or the Minimum
Interest Rate, if any. If one or
more of the applicable Base Rate is
LIBOR or the CMT Rate, the Floating
Interest Rate Notice will also
specify the index currency and
Designated LIBOR Page or the
Designated CMT Maturity Index and
Designated CMT Telerate Page,
respectively.
Base Rates applicable to Floating interest rates will be
Floating Interest Rates: determined by reference to the CD Rate,
- ------------------------- the CMT Rate, the Commercial Paper Rate,
the Eleventh District Cost of Funds
Rate, the Federal Funds Rate, LIBOR,
the Prime Rate, the Treasury Rate,
or such other interest rate basis or
formula as may be set forth in the
applicable Floating Interest Rate
Notice or by reference to two or
more such rates, as adjusted by the
applicable Spread and/or Spread
Multiplier, if any.
Payments of Principal Payments of Interest Only. Promptly
and Interest (other than after each Regular Record Date, the
Special Mandatory Trustee will deliver to the Company a
Purchase): written notice specifying by CUSIP
- ------------------------ number the amount of interest to be paid
on each Remarketed Note on the following
Interest Payment Date (other than an
Interest Payment Date coinciding with
the Maturity Date) and the total of such
amounts. The Trustee and DTC will
confirm the amount payable on each
Remarketed Note on such Interest Payment
Date in accordance with DTC's procedures
as in effect from time to time. On
or before such Interest Payment
Date, the Company will pay to the
Trustee in immediately available
funds an amount sufficient to pay
the interest then due and owing on
the Remarketed Notes, and upon
receipt of such funds from the
Company, the Trustee in turn will
pay to DTC such total amount of
interest due on such Remarketed
Notes (other than on the Maturity
Date) at the times and in the manner
set forth below under "Manner of
Payment".
Payments at Maturity. Not less than
15 days nor more than 60 days prior
to the Maturity Date of any
Remarketed Note (subject to the
Trustee having received prior notice
of redemption, if applicable), the
Trustee will deliver to the
-59-
<PAGE>
Company a written list of principal,
premium, if any, and interest to be
paid on each such Remarketed Note.
The Trustee and the Company will
confirm the amounts of such
principal, premium, if any, and
interest payment with respect to
each such Remarketed Note on or
about the fifth Business Day
preceding the Maturity Date of such
Remarketed Note. The Trustee and DTC
will confirm such amounts in
accordance with DTC's procedures as
in effect from time to time. On or
before the Maturity Date, the
Company will pay to the Trustee in
immediately available funds an
amount sufficient to make the
required payments, and upon receipt
of such funds the Trustee in turn
will pay to DTC the principal amount
of Remarketed Notes, together with
premium, if any, and interest due on
the Maturity Date, at the times and
the manner set forth below under
"Manner of Payment". Promptly after
payment to DTC of the principal,
premium, if any, and interest due on
the Maturity Date of such Remarketed
Note, the Trustee will cancel such
Remarketed Note and deliver to the
Company an appropriate debit advice.
On the first Business Day of each
month, the Trustee will deliver to
the Company a written statement
indicating the total principal
amount of outstanding Remarketed
Notes as of the close of business on
the immediately preceding Business
Day.
Manner of Payment. The total amount
of any principal, premium, if any,
and interest due on Remarketed Notes
on any Interest Payment Date or the
Maturity Date, as the case may be,
shall be paid by the Company to the
Trustee in funds available for use
by the Trustee no later than 10:00
a.m., New York City time, on such
date. The Company will make such
payment on such Remarketed Notes to
an account specified by the Trustee.
Thereafter on such date, DTC will
debit the account of the Trustee and
pay, in accordance with its SDFS
operating procedures then in effect,
such amounts in funds available for
immediate use to the respective DTC
participants in whose names the
beneficial interests in such
Remarketed Notes are recorded in the
book-entry system maintained by DTC.
Neither the Company nor the Trustee
shall have any responsibility or
liability for the payment by DTC of
the principal of, or premium, if
any, or interest on, the Remarketed
Notes.
Withholding Taxes. The amount of any
taxes required under applicable law
to be withheld from any interest
payment on a Remarketed Note will be
determined and withheld by the DTC
participant, indirect participant in
DTC or other Person responsible for
forwarding payments and materials
directly to the beneficial owner of
such Remarketed Note.
-60-
<PAGE>
Payments of Principal Upon notice to the Company by a
and Interest (Special Remarketing Agent of failed
Mandatory Purchase): remarketing of a Remarketed Note on
- --------------------- any Interest Rate Adjustment Date
the Company will pay in immediately
available funds by deposit to the
account of the Trustee an amount
sufficient to pay 100% of the
principal amount of such Remarketed
Note subject to Special Mandatory
Purchase, plus accrued and unpaid
interest, if any, and upon receipt
of such funds the Trustee in turn
will pay to DTC, the principal
amount of such Remarketed Note,
together with interest, if any, due
at such Interest Rate Adjustment
Date, at the times and in the
manner set forth below under
"Manner of Payment". Promptly after
payment to DTC of the principal and
interest, if any, due on such
Interest Rate Adjustment Date, the
Company may cause the Trustee to
cancel the Remarketed Note in
accordance with the Indenture.
Manner of Payment. The total amount
of any principal and interest, if
any, due on Remarketed Notes subject
to Special Mandatory Purchase on any
Interest Rate Adjustment Date shall
be paid by the Company to the
Trustee in funds available for use
by the Trustee no later than 3:00
p.m., New York City time, on such
date. The Company will make such
payment on such Remarketed Note to
the account specified by the
Trustee.
Thereafter on such date, DTC will
debit the account of the Trustee and
pay, in accordance with its SDFS
operating procedures then in effect,
such amounts in funds available for
immediate use to the respective DTC
participants in whose names such
Remarketed Note is recorded in the
book-entry system maintained by DTC.
Neither the Company, the Trustee nor
the Remarketing Agent shall have any
responsibility or liability for the
payment by DTC of the principal of,
or interest, if any, on, the
Remarketed Note to such DTC
participants.
Redemption: The Remarketed Notes will be subject
- ----------- to redemption by the Company in
accordance with the terms of the
Remarketed Notes, Terms of
redemption, if any, during the
Initial Interest Rate Period for any
Remarketed Note will be fixed at the
time of sale of such Remarketed Note
and set forth in the applicable
Pricing Supplement.
Repayment: The Remarketed Notes will be subject
- ---------- to repayment by the Company at the
option of the holders thereof in
accordance with the terms of the
Remarketed Notes. Terms of
repayment, if any, during the
Initial Interest Rate Period for any
Remarketed Note will be fixed at the
time of sale of such Remarketed Note
and set forth in the applicable
Pricing Supplement.
-61-
<PAGE>
Preparation of Pricing If any order to purchase a Remarketed
Supplement: Note is accepted by or on behalf of the
- ---------------------- Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the applicable
interest rates and other terms of such
Remarketed Note and will arrange to
have copies filed with the
Commission in accordance with the
applicable paragraph of Rule 424(b)
under the Act and will supply one
copy thereof (and additional copies
if requested) to the Agent which
presented the order (the "Presenting
Agent"). The Presenting Agent will
cause a Prospectus and Pricing
Supplement to be delivered to the
purchaser of such Remarketed Note.
Pursuant to Rule 434 ("Rule 434")
under the Act, the Pricing
Supplement may be delivered
separately from the Prospectus.
Outdated Pricing Supplements (other
than those retained for files) will
be destroyed.
Delivery of Prospectus A copy of the most recent Prospectus
and Applicable Pricing covering the Remarketed Notes and
Supplement: applicable Pricing Supplement must
- ---------------------- accompany or precede the earlier of
the written confirmation of
a sale of such Remarketed Note and
payment for such Remarketed Note by
its purchaser. Delivery of the
Prospectus and Pricing Supplement
shall be the responsibility of the
Presenting Agent.
Settlement: The receipt by the Company of
- ----------- immediately available funds in
payment for a Remarketed Note and
the authentication and issuance of
a Remarketed Note shall constitute
"settlement" with respect to such
Remarketed Note. All orders
accepted by the Company will be
settled on the third Business Day
following the date of sale of such
Remarketed Note pursuant to the
timetable for settlement set forth
below unless the Company and the
purchaser agree to settlement on
another day which shall be no
earlier than the next Business Day
following the date of sale. If
procedures A and B of the
"Settlement Procedures" below with
respect to a particular offer are
not completed on or before the time
set forth under the "Settlement
Procedures Timetable," such offer
shall not be settled until the
Business Day following the
completion of settlement procedures
A and B or such later date as the
purchaser, the applicable Agent and
the Company shall agree.
The foregoing settlement procedures
may be modified, with respect to any
purchase of Remarketed Notes by an
Agent as principal, if so agreed by
the Company and such Agent.
-62-
<PAGE>
Settlement Procedures: Settlement Procedures with regard to
- ---------------------- each Note purchased by each Agent, as
principal, or sold by each Agent, as
agent of the Company, shall be as
follows:
A. The Presenting Agent will
advise the Company by
telephone, confirmed by
facsimile or appropriate
electronic media, of the
following Settlement
information:
1. Principal amount of the
Remarketed Note.
2. Initial Interest Rate,
Initial Interest Rate
Period, first Interest
Rate Adjustment Date,
Interest Payment
Date(s) and Record
Date(s) in respect of
the Initial Interest
Rate Period, and
redemption or
repayment provisions,
if any, applicable to
the Initial Interest
Rate Period and
Remarketing Agent(s),
if any.
3. Price to public, if
any, of the Remarketed
Note (or whether the
Remarketed Note is
being offered at
varying prices
relating to prevailing
market prices at time
of resale as
determined by the
Presenting Agent).
4. Settlement date.
5. Maturity Date.
6. Price.
7. Presenting Agent's
commission, determined
as provided in Section
2 of the Agency
Agreement.
8. Whether such
Remarketed Note is
being sold to the
Presenting Agent as
principal or to an
investor or other
purchaser through the
Presenting Agent
acting as agent for
the Company.
9. Whether such
Remarketed Note is
being issued at an
original issue
discount and, if so,
the total amount of
OID, the yield to
maturity and the
initial accrual period
OID.
10. Identification number
of DTC participant
account maintained on
behalf of the
Presenting Agent.
11 Such other information
specified with respect to
the Note.
-63-
<PAGE>
B. The Trustee will assign a CUSIP
number to the Remarketed Note
(which CUSIP number assigned to
each Remarketed Note shall
consist of the base issuer number
and three additional positions to
form a CUSIP number unique to
that issuance) after being
advised by the Company by
facsimile transmission or other
electronic transmission of the
above settlement information
received from the Presenting
Agent and the name of the
Presenting Agent. Such
transmission shall be accompanied
or immediately followed by a
Company Order instructing the
Trustee to authenticate the
book-entry note representing the
Remarketed Note and record the
initial terms of the Remarketed
Note on Annex A in accordance
with the terms of the Remarketed
Notes.
C. The Trustee will communicate
to DTC and the Presenting
Agent through DTC's
Participant Terminal System
same- day settlement issuance
instructions specifying the
following settlement
information:
1. The information set forth
in Settlement Procedure
"A".
2. Identification numbers
of the participant
accounts maintained by
DTC on behalf of the
Trustee and the
Presenting Agent.
3. Initial Interest
Payment Date for such
Remarketed Note,
number of days by
which such date
succeeds the related
record date for DTC
purposes and, if then
calculable, the amount
of interest payable on
such Interest Payment
Date.
4. CUSIP number of the
Remarketed Note.
5. Such other information as
DTC may require in
accordance with its
procedures as in effect
from time to time in order
to enter an SDFS deliver
order though DTC's
Participant Terminal
System (i) debiting such
Remarketed Note to the
Trustee's participant
account and crediting such
Remarketed Note to the
participant account of the
Presenting Agent
maintained by DTC and (ii)
debiting the settlement
account of the Presenting
Agent and crediting the
settlement account of the
Trustee maintained by DTC,
in an amount equal to the
price of such Remarketed
Note less such Presenting
-64-
<PAGE>
Agent's discount or
underwriting
commission, as
applicable.
DTC will arrange for
each pending deposit
message described
above to be
transmitted to the
CUSIP Service Bureau
in the case of any
Remarketed Note with
an Initial Interest
Rate Period of more
than 270 days.
D. The Trustee will complete and
authenticate the book-entry
note representing the
Remarketed Note.
E. DTC will credit such
Remarketed Note to the
participant account of the
Trustee maintained by DTC.
F. The Trustee will enter the
SDFS deliver order to (i)
debit the Remarketed Note to
the Trustee's participant
account and credit such
Remarketed Note to the
participant account of the
Presenting Agent and (ii)
debit the settlement account
of the Presenting Agent and
credit the settlement account
of the Trustee.
G. In the case of Remarketed Notes
sold through the Presenting Agent,
as agent, the Presenting Agent
will enter an SDFS deliver order
through DTC's Participant
Terminal System instructing SDTC
(i) to debit such Remarketed Note
to the Presenting Agent's
participant account and credit
such Remarketed Note to the
participant account of the DTC
participants maintained by
DTC, (ii) to debit the settlement
accounts of such DTC participants
and credit the settlement account
of the Presenting Agent
maintained by DTC in an amount
equal to the initial public
offering price of such Remarketed
Note. In any case, the
Presenting Agent, acting as agent
or as principal, will enter an
SDFS deliver order instructing
DTC to debit the settlement
account of the Presenting Agent
and credit the settlement account
of the Trustee in such amount
less the Presenting Agent's
discount or commission.
H. Transfers of funds in
accordance with SDFS deliver
orders described in
Settlement Procedures F and G
will be settled in accordance
with SDFS operating
procedures in effect on the
settlement date.
I. Upon receipt, the Trustee will
pay the Company, by wiring
transfer of immediately available
funds to an
-65-
<PAGE>
account specified by the
Company to the Trustee from
time to time, in the amount
transferred to the Trustee in
accordance with Settlement
Procedure F.
J. The Trustee will send a copy of
the book-entry note representing
the Remarketed Note by first
class mail to the Company
together with a statement setting
forth the principal amount of
Remarketed Notes outstanding as
of the related settlement date
after giving effect to such
transaction and all other offers
to purchase Remarketed Notes of
which the Company has advised the
Trustee but which have not yet
been settled.
K. If the Remarketed Note was sold
through the Presenting Agent, as
agent, the Presenting Agent will
confirm the purchase of such
Remarketed Note to the investor
or other purchaser either by
transmitting to the DTC
participant with respect to such
Remarketed Note a confirmation
order through DTC's Participant
Terminal System or by mailing a
written confirmation to such
investor or other purchaser.
Settlement Procedures For offers to purchase Remarketed Notes
Timetable: accepted by the Company, Settlement
- --------------------- Procedures "A" through "K" set forth
above shall be completed as soon as
possible but not later than the
respective time (New York City time)
set forth below:
Settlement
Procedure Time
---------- ----
A 11:00 a.m. on the sale date
B 12:00 noon on the sale date
C No later than the close of
business on the Business Day
prior to the sale date, in
the case of pending
instructions, and
otherwise between 8:00 a.m.
and 1:30 p.m. on the
settlement date
D 9:00 a.m. on settlement date
E 3:00 p.m. on settlement date
F-G No later than 3:00 p.m. on
settlement date
H 4:00 p.m. on settlement date
I-K 5:00 p.m. on settlement date
Settlement Procedure H is
subject to extension in
accordance with any extension
of Fedwire closing deadlines
and in the other events
specified in the SDFS
operating procedures in
effect on the settlement
sate.
-66-
<PAGE>
If settlement of a Remarketed
Note is rescheduled or
canceled, the Trustee will
deliver to DTC, through DTC's
Participant Terminal System,
a cancellation message to
such effect by no later than
5:00 p.m., New York City
time, on the Business Date
immediately preceding the
scheduled settlement date.
Failure to Settle: If the Trustee fails to enter an SDFS
- ------------------ deliver order with respect to a
Remarketed Note pursuant to
Settlement Procedure F, the Trustee
may deliver to DTC, through DTC's
Participant Terminal System, as
soon as practicable a withdrawal
message instructing DTC to debit
such Remarketed Note to the
participant account of the Trustee
maintained at DTC. DTC will process
the withdrawal message, provided
that such participant account
contains a principal amount of the
Remarketed Notes that is at least
equal to the principal amount to be
debited. If withdrawal messages are
processed with respect to all the
Remarketed Notes evidenced by a
global Remarketed Note, the Trustee
will mark such global Remarketed
Note "canceled", make appropriate
entries in its records and send
certificate of destruction of such
canceled global Remarketed Note to
the Company. The CUSIP number
assigned to such global Remarketed
Note shall, in accordance with
CUSIP Service Bureau procedures, be
canceled and not immediately
reassigned. If withdrawal messages
are processed with respect to a
portion of the Remarketed Notes
represented by a single global
Remarketed Note, the Trustee will
exchange such global Remarketed
Note for two Remarketed Notes, one
of which shall represent the
Remarketed Notes for which
withdrawal messages are processed
and shall be canceled immediately
after issuance, and the other of
which shall represent the other
Remarketed Notes previously
represented by the surrendered
global Remarketed Note and shall
bear the CUSIP number of the
surrendered global Remarketed Note.
In the case of any Remarketed Note
sold through the Presenting Agent,
as agent, if the purchase price of
any Remarketed Note is not timely
paid to the DTC participants with
respect to such Remarketed Note by
the beneficial investor or other
purchaser thereof (or a person,
including an indirect participant in
DTC, acting on behalf of such
investor or other purchaser), such
DTC participants and, in turn, the
related Presenting Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System
reversing the orders entered
pursuant to Settlement Procedures F
and G, respectively. Thereafter, the
Trustee will deliver the withdrawal
message and take the related actions
described in the preceding
paragraph. If such failure shall
have
-67-
<PAGE>
occurred for any reason other than
default by the applicable Presenting
Agent to perform its obligations
hereunder or under the Selling
Agency Agreement, the Company will
reimburse such Presenting Agent on
an equitable basis for its
reasonable loss of the use of funds
during the period when the funds
during the period when the funds
were credited to the account of the
Company.
Notwithstanding the foregoing, upon
any failure to settle with respect
to a Remarketed Note, DTC may take
any actions in accordance with its
SDFS operating procedures then in
effect. In the event of a failure to
settle with respect to a Remarketed
Note that was to have been
represented by a global Remarketed
Note also representing other
Remarketed Notes, the Trustee will
provide, in accordance with
Settlement Procedure D, for the
authentication and issuance of a
global Remarketed Note representing
such remaining Remarketed Notes and
will make appropriate entries in its
records.
Conversions: As long as the Remarketed Notes are
- ------------ in the Short Term Rate Mode or the
Long Term Rate Mode, the Company
may change the Interest Rate Mode
or Interest Rate Period at its
option in the manner described in
the Remarketed Notes. Any
Conversion Notice or Floating
Interest Rate Notice must be
received by the Trustee and the
Remarketing Agent from the Company
in the manner and within the time
period prescribed in the Remarketed
Notes.
With respect to proposed conversions
into a Long Term Rate Period, notice
of revocation or change by the
Company must be received by the
Trustee and the Remarketing Agent
prior to 4:00 p.m., New York City
time, on the third Business Day
preceding the Interest Rate
Adjustment Date. With respect to
proposed conversions into a Short
Term Rate Period, notice of
revocation or change by the Company
must be received by the Trustee and
the Remarketing Agent prior to 9:30
a.m., New York City time, on the
Interest Rate Adjustment Date
Remarketing Procedures: The Trustee will keep a record of the
- ----------------------- Remarketing Agent with respect to each
Remarketed Note.
Unless the context otherwise
requires, references herein to
"interest rate" include the Spread
(if any) and Spread Multiplier (if
any), in the case of Remarketed
Notes being remarketed at a floating
interest rate.
-68-
<PAGE>
In connection with any Remarketed
Note that is being remarketed into a
Short Term Rate Period on the next
Interest Rate Adjustment Date for
such Remarketed Note, by 12:00 p.m.,
New York City time, on such Interest
Rate Adjustment Date, the applicable
Remarketing Agent will determine the
interest rate for such Remarketed
Note to the nearest one thousandth
(0.001) of one percent per annum for
the next Interest Rate Period;
provided that, in the event that the
Remarketing Agent is unable to
remarket such Remarketed Note by
11:00 a.m., New York City time, it
shall so notify the Company and,
between 11:00 a.m., New York City
time, and 12:00 p.m., New York City
time, the Remarketing Agent shall
use its reasonable efforts to
determine the interest rate for any
Remarketed Notes not successfully
remarketed as of 11:00 a.m., New
York City time.
In connection with any Remarketed
Note that is being remarketed into a
Long Term Rate Period on the next
Interest Rate Adjustment Date for
such Remarketed Note, by 4:00 p.m.,
New York City time, on the third
Business Day preceding such Interest
Rate Adjustment Date, the
Remarketing Agent will determine the
interest rate for such Remarketed
Note to be the nearest one
thousandth (0.001) of one percent
per annum for the next Interest Rate
Period, in the case of a fixed
interest rate, and the Spread, if
any, or Spread Multiplier, if any,
in the case of a floating interest
rate; provided that, if for any
reason the Remarketing Agent is
unable to determine such interest
rate at such time, the next Interest
Raid Period for such Remarketed Note
shall be a Weekly Rate Period or
such other Short Term Rate Period as
the Company may determine by 9:30
a.m., New York City time, on such
Interest Rate Adjustment Date.
By 12:30 p.m., New York City time,
on the Interest Rate Adjustment Date
for any Remarketed Note, the
applicable Remarketing Agent will
notify the Company and the Trustee
in writing (which may include
facsimile or appropriate electronic
media), of (i) the interest rate and
Interest Rate Adjustment Date
applicable to such Note and all
other Remarketed Notes for which
such Remarketing Agent is
responsible for remarketing for the
next Interest Rate Period, (ii) the
Interest Payment Dates (in the case
of Remarketed Notes in the Long Term
Rate Mode), (iii) the aggregate
principal amount of all tendered
Remarketed Notes for which such
Remarketing Agent is responsible on
such date, (iv) the aggregate
principal amount of tendered
Remarketed Notes that such
Remarketing Agent were able to
remarket, at a price equal to 100%
of the principal amount thereof and
(v) such other information as is
-69-
<PAGE>
contemplated by the Remarketing
Agreement and also such information
as the Trustee may require for
settlement purposes.
With respect to remarketing into a
Long Term Rate Period, if by 4:00
p.m., New York City time, on the
third Business Day preceding the
Interest Rate Adjustment Date the
Remarketing Agent is unable to
determine the interest rate for any
Remarketed Note subject to such
remarketing at such time, the next
Interest Rate Period for such
Remarketed Note shall be a Weekly
Rate Period or such other Short Term
Rate Period as the Company may
determine by 9:30 a.m., New York
City time, on the Interest Rate
Adjustment Date.
By telephone or in writing
(including facsimile or appropriate
electronic media) not later than
approximately 1:00 p.m., New York
City time, on such Interest Rate
Adjustment Date, the applicable
Remarketing Agent will advise each
purchaser of Remarketed Notes
remarketed on such date (or the DTC
Participant of each such purchaser
who it is expected in turn will
advise such purchaser) of the
principal amount of Remarketed Notes
that such purchaser is to purchase.
The applicable Remarketing Agent
shall supply to any beneficial owner
upon request information regarding
the interest rate, and, in the case
of a floating interest rate, Base
Rate, Spread, if any, and Spread
Multiplier, if any, Interest Rate
Period and next Interest Rate
Adjustment Date and other terms
applicable to such beneficial
owner's Remarketed Notes.
Settlement Procedures for Remarketing Settlement Procedures for
Remarketings: each Remarketed Note will be as follows:
A. All tendered Remarketed Notes
will be automatically
delivered to the account of
the Trustee by book-entry
through DTC pending payment
of the purchase price or
redemption price therefor, on
the Interest Rate Adjustment
Date relating thereto.
B. By 12:30 p.m., New York City time,
on the Interest Rate Adjustment
Date for the Remarketed Note, the
applicable Remarketing Agent will
notify the Company and the
Trustee in writing (which may
include facsimile or appropriate
electronic media), of (i) the
interest rate and Interest Rate
Adjustment Date applicable to
such Remarketed Note and all
other Remarketed Notes for which
such Remarketing Agent is
responsible for remarketing for
the next Interest Rate Period,
(ii) the
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<PAGE>
Interest Payment Dates (in
the case of Remarketed Notes
in the Long Term Rate Mode),
(iii) the aggregate principal
amount of all tendered
Remarketed Notes for which
such Remarketing Agent is
responsible on such date,
(iv) the aggregate principal
amount of tendered Remarketed
Notes that such Remarketing
Agent was able to remarket,
at a price equal to 100% of
the principal amount thereof
and (v) such other
information as is
contemplated by the
Remarketing Agreement and
also such information at the
Trustee may require for
settlement purposes.
C. Immediately after receiving
notice from the Remarketing Agent
as provided in B above, and not
later than 1:30 p.m., New York
City time, the Trustee will
assign a CUSIP number to the
Remarketed Note (which CUSIP
number assigned to each
Remarketed Note shall consist of
the base issuer number and the
three additional positions to
form a CUSIP number unique to
that remarketing) after
being notified by the Remarketing
Agent as provided in Remarketing
Settlement Procedure B above and
notify the Remarketing Agent in
writing.
D. Immediately after assigning
the CUSIP number as provided
in C above and not later than
1:30 p.m., New York City
time, the Trustee will
communicate to DTC and the
Remarketing Agent through
DTC's Participant Terminal
System same-day settlement
issuance instructions
specifying the following
settlement information:
1. The information set
forth in the
Remarketing Settlement
Procedure B(i) above
and the principal
amount of the
Remarketed Note.
2. Identification numbers
of the participant
accounts maintained by
DTC on behalf of the
Remarketing Agent and
the Trustee.
3. Next Interest Payment
Date for such
Remarketed Note,
number of days by
which such date
succeeds the related
record date for DTC
purposes and, if then
calculable, the amount
of interest payable on
such Interest Payment
Date.
4. CUSIP number of the
Remarketed Note.
-71-
<PAGE>
5. Such other information as
DTC may require in
accordance with its
procedures as in effect
from time to time in order
to enter SDFS deliver
orders through DTC's
Participant Terminal
System (i) debiting such
Remarketed Note to the
Trustee's participant
account and crediting such
Remarketed Note to the
participant account of
Remarketing Agent (for
crediting to the account
of the purchaser)
maintained by DTC, (ii)
debiting the settlement
account of the Remarketing
Agent's participant and
crediting the settlement
account of the Trustee and
(iii) debiting the
settlement account of the
Trustee and crediting the
settlement account of the
beneficial owner
maintained by DTC, in an
amount equal to 100% of
the principal amount of
such Remarketed Note.
E. The Trustee will make the
appropriate computer entries of
the Remarketed Note to reflect
the results of the remarketing of
such Remarketed Note. The
Trustee will preserve for
record-keeping purposes copies of
the information provided by the
Remarketing Agent as described
above or by the Company in any
Conversion Notice or Floating
Interest Rate Notice and make
such copies available to the
Company and the Remarketing
Agent upon request.
F. Each purchaser of Remarketed
Notes in a remarketing must give
instructions to its DTC
Participant to pay the purchase
price therefor in same day funds
to the applicable Remarketing
Agent (or to the Trustee) against
delivery of the principal amount
of such Remarketed Notes by
book-entry through DTC by 3:00
p.m., New York City time, on the
Interest Adjustment Date. The
Remarketing Agent will make or
use its reasonable efforts to
cause to be made payment of such
amount to the Trustee by
book-entry through DTC to
facilitate settlement as
described in G below.
G. The Trustee will make payment by
book-entry settlement with DTC to
enable DTC to make payment to the
DTC Participant of each tendering
beneficial owner of Remarketed
Notes subject to a remarketing,
by book-entry through DTC by the
close of business on the Interest
Rate Adjustment Date against
delivery through DTC of such
beneficial owner's tendered
Remarketed Notes, of: (i)the
purchase price for such tendered
-72-
<PAGE>
Remarketed Notes that have
been sold in the remarketing,
and (ii) if any such
Remarketed Notes were subject
to purchase as described
under "Failed Remarketings"
below, the purchase price of
such Remarketed Notes plus
accrued interest, if any, to
such date.
Failed Remarketings: By 12:15 p.m., New York City time, on
- -------------------- any Interest Rate Adjustment Date,
the applicable Remarketing Agent
shall notify the Company and the
Trustee in writing (which includes
facsimile or appropriate electronic
media), of the principal amount of
Remarketed Notes that such
Remarketing Agent were unable to
remarket at a price equal to 100%
of the principal amount thereof
plus accrued interest, if any, on
such date. Such notice will
constitute a demand on the Company
to purchase such unremarketed
Remarketed Notes at an aggregate
purchase price equal to 100% of the
principal amount thereof plus
accrued and unpaid interest, if
any.
The Company will deposit same-day
funds with the Trustee by 3:00 p.m.,
New York City time, on such Interest
Rate Adjustment Date, in an amount
equal to the principal amount of
such unmarketed Remarketed Notes
plus accrued and unpaid interest, if
any.
-73-
<PAGE>
EXHIBIT B
JOHNSON CONTROLS, INC.
Medium Term Notes, Series D
Due Nine Months
or More from Date of Issue
TERMS AGREEMENT
______________, 199__
Attention:
Subject in all respects to the terms and conditions of the Selling
Agency Agreement (the "Agreement") dated December 2, 1997, between
BancAmerica Robertson Stephens, First Chicago Capital Markets, Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co.,
and NationsBanc Montgomery Securities, Inc., and you, the undersigned
agrees to purchase the following Notes of Johnson Controls, Inc.
[Add additional terms as may be needed to identify Notes.]
[Specified Currency]:
Aggregate Principal Amount: $
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount [plus accrued
interest from ____________, 199__]
Purchase Date and Time:
-74-
<PAGE>
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
Modification, if any, in
the requirements to deliver
the documents specified in
Section 6(b) of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By:____________________
Accepted:
Johnson Controls, Inc.
By:________________
Title:
-75-
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
No. R-1 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
-1-
<PAGE>
[Option to Elect Payment in Specified Currency (Only applicable if
Specified Currency is other than U.S.
Dollars):
[ ] Yes [ ] No
Authorized Denominations (Only applicable if Specified Currency is other
than U.S. Dollars):]
Johnson Controls, Inc., a Wisconsin corporation (the "Company",
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________________ or registered assigns, the principal sum of
_______ [Specified Currency] on the "Maturity Date," as set forth above,
and to pay interest thereon as described on the reverse hereof.
The principal of (and premium, if any) and interest on this Note
are payable by the Company in such coin or currency specified above as at
the time of payment shall be legal tender for the payment of public and
private debts (the "Specified Currency"). [If the Specified Currency is
other than U.S. Dollars, the Company will arrange to have all such payments
converted into U.S. Dollars in the manner described on the reverse hereof.
Notwithstanding the foregoing, the Holder hereof may, if so indicated
above, elect to receive all payments in respect hereof in the Specified
Currency by delivery of a written request to the Paying Agent located in
The City of New York (initially, The Chase Manhattan Bank) not later than
fifteen calendar days prior to the applicable payment date. Such election
will remain in effect until revoked by written notice to such Paying Agent
received not later than fifteen calendar days prior to the applicable
payment date.] [This note is a "Dual Currency Note" and the Company has a
one-time option, exercisable on a date or dates specified (each an "Option
Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms, of making
all payments of principal, premium, if any, and interest after the exercise
of such option, whether at maturity or otherwise (which payments would
otherwise be made in the currency in which such Note is denominated (the
"Face Amount Currency")), in the alternative currency for payment (the
"Optional Payment Currency"). The exchange rate designated for such
issuance (the "Designated Exchange Rate") will be a fixed exchange rate
used for converting amounts denominated in the Face Amount Currency into
amounts denominated in the Optional Payment Currency.]
-2-
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Johnson Controls, Inc. has caused this Note to
be duly executed under its corporate seal.
Dated: December 2, 1997
JOHNSON CONTROLS, INC.
(Seal)
By:_____________________________________
[Chairman, President, a Vice
President or Treasurer]
ATTEST: ________________________________
[Secretary or Assistant
Secretary]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein,
described in the within-mentioned Indenture.
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: ____________________________________
Authorized Officer
Or:
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: THE CHASE MANHATTAN BANK
as Authenticating Agent
By: _______________________________
Authorized Signatory
-3-
<PAGE>
(REVERSE OF REGISTERED NOTE)
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
1. This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the "Debt
Securities") of the Company of the series hereinafter specified, all such
securities issued and to be issued under an Indenture dated as of February
22, 1995, between the Company and Chase Manhattan Bank Delaware, as Trustee
(herein called the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a statement of
the rights and limitations of rights thereunder of the Holders of the Debt
Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Debt Securities and of the Company, and the
terms upon which the Debt Securities are and are to be authenticated and
delivered.
As provided in the Indenture, the Debt Securities may be issued in
one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be issued in different
denominations, may be issued in different currencies, may be issued in
global form, may be issuable upon the exercise of warrants, if any, may be
subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted.
This Note is one of a series of the Debt Securities designated
therein as Medium-Term Notes, Series D (the "Notes"). The Notes of this
series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different
rates, may be payable in different currencies and may otherwise vary, all
as provided in the Indenture.
2. A. The Regular Record Date with respect to any Interest Payment
Date (as defined below) shall be the date 15 calendar days immediately
preceding such Interest Payment Date, whether or not such date shall be a
Business Day. Interest which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall, unless otherwise
provided, be paid to the person in whose name the Note is registered at the
close of business on the Regular Record Date for such Interest; provided,
however, that interest payable on the Interest Payment Date occurring at
Maturity will be to the person to whom principal shall be payable;
provided, further, that the first payment of interest on any Note with an
Original Issue Date between a Regular Record Date and an Interest Payment
Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Notwithstanding the foregoing, any interest
that is payable but not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
holder thereof on such Regular Record Date, and (i) may be paid to the
person in whose name such Note is registered on the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof having been given to the Holder of such Note
not less than ten days prior to such Special Record Date, or (ii) may be
paid at any time and in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Securities of
that series may be listed, as more fully provided in the Indenture.
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation
to be closed in The City of New York, [(b) if this Note is denominated in a
Specified Currency other than U.S.
-4-
<PAGE>
Dollars, (i) not a day on which banking institutions are authorized or
required by law or regulation to close in the financial center of the
country issuing the Specified Currency (which in the case of ECU shall be
London and Luxembourg City, Luxembourg) and (ii) a day on which banking
institutions in such financial center are carrying out transactions in such
Specified Currency, and] (c) with respect to a LIBOR Note, a London Banking
Day. "London Banking Day" means any day on which dealings in deposits in
U.S. Dollars are transacted in the London interbank market. In connection
with any calculations, all percentages will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point being rounded upwards and all currency
[or currency unit] amounts used and resulting from such calculations on the
Notes will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upwards).
B. The Company promises to pay interest on the principal amount at
the rate per annum shown on the face hereof until the principal amount
hereof is paid or duly made available for payment. Unless otherwise
provided on the face hereof, the Company will pay interest semiannually on
June 1 and December 1 (each an "Interest Payment Date"), commencing with
the Interest Payment Date immediately following the Original Issue Date
shown on the face hereof and at Maturity. Interest will accrue from and
including the most recent Interest Payment Date or, if no interest has been
paid or duly provided for, from and including the Original Issue Date on
the face hereof, to, but excluding the Interest Payment Date. The amount of
such interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.
3. Payments [in U.S. Dollars] of interest (other than interest
payable at Stated Maturity or upon earlier redemption or repayment) will be
made by mailing a check to the Holder at the address of the Holder
appearing on the Debt Security Register (as defined in the Indenture) on
the applicable Record Date. [Notwithstanding the foregoing, a Holder of
U.S. $10,000,000 or more in aggregate principal amount of Notes of like
tenor and terms (or a holder of the equivalent thereof in a Specified
Currency other than U.S. Dollars as determined by the Exchange Rate Agent
on the basis of the Market Exchange Rate (as defined below)) shall be
entitled to receive such payments in U.S. Dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions
have been received in writing by the Company's Paying Agent not less than
15 days prior to the applicable Interest Payment Date. Simultaneously with
any election by the Holder hereof to receive payments in a Specified
Currency other than U.S. Dollars (by written request to the Paying Agent as
provided above), such Holder shall provide appropriate payment instructions
to such Paying Agent and all such payments will be made in immediately
available funds to an account maintained by the payee with a bank located
outside the United States.] Principal and any premium and interest payable
at Stated Maturity or upon earlier redemption or repayment will be paid
upon surrender of such Note at the office of the Paying Agent in the City
of New York or at such other place or agency as the Company may designate
(i) in immediately available funds or (ii) if appropriate payment
instructions have been received in writing by the Company's Paying Agent
not less than 15 days, or such lesser time as is acceptable to the Paying
Agent, prior to the applicable maturity, redemption or repayment date, by
electronic transfer of immediately available funds.
4. If specified on the face hereof, this Note may be redeemed, as
a whole or from time to time in part, at the option of the Company, on not
less than 30 nor more than 45 days' prior notice given as provided in the
Indenture, on any Redemption Date(s) and at the related Redemption Price(s)
set forth on the face hereof. If less than all the Outstanding Notes of any
series are to be redeemed, the Company shall give the Trustee notice at
least 45 days in advance of the date fixed for redemption as to the
aggregate principal amount of Outstanding Notes to be redeemed. Outstanding
Notes may be redeemed in part in multiples equal to the minimum authorized
denomination for Outstanding Notes of such Series or any multiple thereof.
Thereupon the Trustee shall select, in such manner as in its sole
discretion it
-5-
<PAGE>
shall deem appropriate and fair, the Outstanding Notes or portions thereof
to be redeemed, and shall as promptly as practicable notify the Company of
the Outstanding Notes or portions thereof so selected. In the event of
redemption of this Note in part only, a new Note or Notes of this series of
like tenor or terms for the unredeemed portion hereof will be issued to the
Holder hereof upon the cancellation hereof.
5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and
at the Repayment Price(s) indicated on the face hereof. If no such
Repayment Date is set forth on the face hereof, this Note may not be so
repaid at the option of the Holder hereof prior to Stated Maturity. On each
Repayment Date, if any, this Note shall be repayable in whole or in part at
the option of the Holder hereof at the applicable Repayment Price set forth
on the face hereof, together with interest thereon to the date of
repayment. For this Note to be repaid in whole or in part at the option of
the Holder hereof, the Paying Agent in The City of New York must receive
not less than 30 or more than 45 days prior to the Repayment Date (i) the
Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or The National Association
of Securities Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth the name of the Holder of the Note,
the principal amount of the Note, the certificate number of the Note or a
description of the Note's tenor or terms, the principal amount of the Note
to be prepaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be prepaid with the form
entitled "Option to Elect Repayment" on the reverse of the Note duly
completed will be received by such Paying Agent no later than five Business
Days after the date of such telegram, telex, facsimile transmission or
letter and such Note and form duly completed are received by such Paying
Agent by such fifth Business Day. Exercise of such repayment option shall
be irrevocable. Such option may be exercised by the Holder for less than
that entire principal amount provided that the principal amount remaining
outstanding after repayment is an authorized denomination.
[6. If the Specified Currency is other than U.S. Dollars, unless
the Holder has elected otherwise, payment in respect of this Note shall be
made in U.S. Dollars based upon the Exchange Rate as determined by the
Exchange Rate Agent (initially, The Chase Manhattan Bank) appointed by the
Company for such purpose based on the highest firm bid quotation for U.S.
Dollars received by such Exchange Rate Agent at approximately 11:00 A.M.
New York City time on the second Business Day preceding the applicable
payment date (or if no such rate is quoted on such date the last date on
which such rate was quoted), from three recognized foreign exchange dealers
in The City of New York selected by the Exchange Rate Agent and approved by
the Company (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer for settlement on such payment date of the aggregate
amount of the Specified Currency payable on such payment date in respect of
all Notes denominated in such Specified Currency. All currency exchange
costs will be borne by the Holders of such Notes by deductions from such
payments. If no such bid quotations are available, payments will be made in
the Specified Currency unless such Specified Currency is unavailable due to
the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case the Company will be entitled to make
payments in respect hereof in U.S. Dollars as provided below.
Except as set forth below, if payment on a Note is required to be
made in a Specified Currency other than U.S. Dollars and such currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments due on that due date with respect to such Note
shall be made in U.S. Dollars. The amounts so payable on any date in such
Specified Currency shall be converted into U.S. Dollars at a rate
determined by the Exchange Rate Agent on the basis of the most
-6-
<PAGE>
recently available noon buying rate for cable transfers in The City of New
York as determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate").
If payment on a Note is required to be made in ECU and ECU is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control or is no longer used in the
European monetary system, then all payments due on that due date with
respect to such Note shall be made in U.S. Dollars. The amount so payable
on any Date in ECU shall be converted into U.S. Dollars at a rate
determined by the Exchange Rate Agent, as of the second Business Day prior
to the date on which such payment is due on the following basis.
The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were components of the
ECU as of the last date on which the ECU was used in the European monetary
system. The equivalent of the ECU in U.S. Dollars shall be calculated by
aggregating the U.S. Dollar equivalents of the Components.
The U.S. Dollar equivalent of each of the Components shall be
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate for such component.
If the official unit of any component currency is altered by way
of combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
components currencies expressed in such single currency. If any component
currency is divided into two or more currencies, the amount of that
currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall have a value at the time of the division
equal to the amount of the former component currency divided by the number
of currencies into which that currency was divided.
All determinations referred to above of the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and,
in the absence of manifest error, shall be conclusive for all purposes and
binding upon the Holders of the Notes and the Trustee and the Exchange Rate
Agent shall have no liability therefor.]
7. If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all of the Notes and the interest
accrued thereon, if any, may be declared due and payable in the manner and
with the effect provided in the Indenture. If the principal of any Original
Issue Discount Note is declared to be due and payable, the amount of
principal due and payable with respect to such Note shall be limited to the
sum of the aggregate principal amount of such Note multiplied by the Issue
Price (expressed as a percentage of the aggregate principal amount) plus
the original issue discount accrued from the date of issue to the date of
declaration, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in
effect on the date of declaration. An Original Issue Discount Note is (i) a
Note, including any zero-coupon Note, which has a stated redemption price
at maturity that exceeds its Issue Price by at least 0.25% of its Principal
Amount, multiplied by the number of full years from the Original Issue Date
to the Maturity Date for such Note and (ii) any other Note designated by
the Company as issued with an original issue discount for United States
federal income tax purposes.
8. With the consent of the Holders of greater than 50% in
aggregate principal amount of the Outstanding Notes of each series affected
by such supplemental indenture, the Company and the Trustee
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<PAGE>
may enter into an indenture or indentures supplemental to the Indenture for
the purpose of adding any provisions to or changing the provisions of the
Indenture or any supplement thereto or of modifying in any manner the
rights of the Holders of the Notes of each series under the Indenture;
provided, however, that no such supplemental indenture shall, (a) extend
the time or terms of payment of the principal at maturity of, or the
interest on, any such series of Notes, or reduce principal or premium or
the rate of interest, or make the principal or interest or premium payable
in any currency other than that provided in the Notes, without the consent
of the Holder of each Outstanding Note affected thereby, or (b) without the
consent of all of the Holders of any series of Notes then outstanding,
reduce the percentage of Notes of any such series, the Holders of which are
required to consent (i) to any such supplemental indenture, (ii) to rescind
and annul a declaration that the Notes of any series are due and payable as
a result of the occurrence of an Event of Default, (iii) to waive any past
Event of Default under the Indenture and its consequences and (iv) to waive
compliance with certain other provisions contained in the Indenture.
The Company and the Trustee may enter into an indenture or
indentures supplemental to the Indenture without the consent of the Holders
for limited purposes specified in the Indenture.
The Holders of greater than 50% in aggregate principal amount of
the Outstanding Notes may on behalf of the Holders of all the Notes waive
any past default or Event of Default under the Indenture and its
consequences except a default in the payment of principal of or premium, if
any, or interest on the Notes. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
9. Notwithstanding any other provision in this Note or the
Indenture, the Holder of this Note shall have the rights, which are
absolute and unconditional, to receive payment of the principal of,
premium, if any, and interest, if any, on such Note on the respective
Stated Maturities expressed in such Note (or in the case of redemption or
repayment, on the date for redemption or repayment, as the case may be) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.
10. The authorized denominations of Notes [denominated in U.S.
Dollars] will be [U.S.] [$1,000] and any larger amount that is an integral
multiple of [U.S.] $1,000. [The authorized denominations of the Notes
denominated in a currency other than U.S. Dollars will be as set forth on
the face hereof.]
11. Notes to be exchanged shall be surrendered at any office or
agency maintained by the Company for such purpose, and the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor
the Notes which the Holder making the exchange shall be entitled to
receive. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Note is registrable at the Debt
Security Registrar (as defined in the Indenture), maintained by the Company
for this series (initially, The Chase Manhattan Bank). Upon due presentment
for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note or Notes of
authorized denominations for an equal aggregate principal amount. Such new
Note or Notes will be delivered at the office of the Debt Security
Registrar in The City of New York, or mailed, at the request, risk and
expense of the transferee or transferees, to the address or addresses shown
in the Debt Security Register for such transferee or transferees.
-8-
<PAGE>
All Notes presented to a Debt Security Registrar for registration
of transfer shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company
and such Debt Security Registrar duly executed by the registered Holder or
his attorney duly authorized in writing.
No service charge shall be made for any exchange or registration
of transfer of Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Company shall not be required to issue, exchange or register a
transfer of (a) any Notes of any series for a period of 15 days next
preceding the mailing of a notice of redemption of Notes of such series and
ending at the close of business on the day of the mailing of a notice of
redemption of Notes of such series so selected for redemption, or (b) any
Notes selected, called or being called for redemption except, in the case
of any Notes to be redeemed in part, the portion thereof not so to be
redeemed.
Prior to due presentment of a Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name a Note is registered as the owner hereof for
all purposes whether or not such Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
12. Certain of the Company's obligations under the Indenture with
respect to Notes of any series may be terminated if the Company irrevocably
deposits with the Trustee money or eligible instruments sufficient to pay
and discharge the entire indebtedness on all Notes of such series, as
described in the Indenture.
13. Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
14. The Indenture, the Notes and any coupons pertaining hereto
shall be construed in accordance with and governed by the laws of the State
of New York.
-9-
<PAGE>
--------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion hereof specified below)
pursuant to its terms at a price equal to the applicable Repayment Price
thereof together with interest to the Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF THE UNDERSIGNED)
If less than the entire principal amount of the within Note is to
be repaid, specify the portion thereof which the Holder elects to have
repaid ______________; and specify the denomination or denominations (which
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):_________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Date: _________________________________ ____________________________________
-10-
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-1 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-2 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-3 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s) Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-4 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issu Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-5 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:]
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Cu [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-6 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Interest Payment Dates:
Initial Redemption Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s) Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Cur [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-7 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date( Interest Payment Dates:
Initial Redemption Price(s Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Curre [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-8 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount C [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-9 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Init Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-10 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-11 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-12 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-13 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-14 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-15 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-16 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-17 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-18 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-19 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-20 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-21 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-22 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-23 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-24 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
FX No. R-25 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
____% FIXED RATE NOTE
Original Issue Date: Principal Amount:
Interest Accrual Date: Maturity Date:
Issue Price: Interest Payment Period:
Initial Redemption Date(s): Interest Payment Dates:
Initial Redemption Price(s): Total Amount of OID:
Repayment Date(s): Yield to Maturity:
Repayment Price(s): Initial Accrual
Period OID:
[Face Amount Currency:] [Designated Exchange
Rate:]
[Optional Payment Currecny:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign urrencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
No. R-1 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
-1-
<PAGE>
[Option to Elect Payment in Specified Currency (Only applicable if Specified
Currency is other than U.S. Dollars):
[ ] Yes [ ] No
Authorized Denominations (Only applicable if Specified Currency is other than
U.S. Dollars):]
Johnson Controls, Inc., a Wisconsin corporation (the "Company",
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________________ or registered assigns, the principal sum of
_______ [Specified Currency] on the "Maturity Date," as set forth above,
and to pay interest thereon as described on the reverse hereof.
The principal of (and premium, if any) and interest on this Note
are payable by the Company in such coin or currency specified above as at
the time of payment shall be legal tender for the payment of public and
private debts (the "Specified Currency"). [If the Specified Currency is
other than U.S. Dollars, the Company will arrange to have all such payments
converted into U.S. Dollars in the manner described on the reverse hereof.
Notwithstanding the foregoing, the Holder hereof may, if so indicated
above, elect to receive all payments in respect hereof in the Specified
Currency by delivery of a written request to the Paying Agent located in
The City of New York (initially, The Chase Manhattan Bank) not later than
fifteen calendar days prior to the applicable payment date. Such election
will remain in effect until revoked by written notice to such Paying Agent
received not later than fifteen calendar days prior to the applicable
payment date.] [This note is a "Dual Currency Note" and the Company has a
one-time option, exercisable on a date or dates specified (each an "Option
Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms, of making
all payments of principal, premium, if any, and interest after the exercise
of such option, whether at maturity or otherwise (which payments would
otherwise be made in the currency in which such Note is denominated (the
"Face Amount Currency")), in the alternative currency for payment (the
"Optional Payment Currency"). The exchange rate designated for such
issuance (the "Designated Exchange Rate") will be a fixed exchange rate
used for converting amounts denominated in the Face Amount Currency into
amounts denominated in the Optional Payment Currency.]
-2-
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Johnson Controls, Inc. has caused this Note to
be duly executed under its corporate seal.
Dated: December 2, 1997
JOHNSON CONTROLS, INC.
(Seal)
By:_____________________________________
[Chairman, President, a Vice
President or Treasurer]
ATTEST: ________________________________
[Secretary or Assistant
Secretary]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein,
described in the within-mentioned Indenture.
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: __________________________________
Authorized Officer
Or:
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: THE CHASE MANHATTAN BANK
as Authenticating Agent
By: _______________________________
Authorized Signatory
-3-
<PAGE>
(REVERSE OF REGISTERED NOTE)
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
1. This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the "Debt
Securities") of the Company of the series hereinafter specified, all such
securities issued and to be issued under an Indenture dated as of February
22, 1995, between the Company and Chase Manhattan Bank Delaware, as Trustee
(herein called the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a statement of
the rights and limitations of rights thereunder of the Holders of the Debt
Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Debt Securities and of the Company, and the
terms upon which the Debt Securities are and are to be authenticated and
delivered.
As provided in the Indenture, the Debt Securities may be issued in
one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be issued in different
denominations, may be issued in different currencies, may be issued in
global form, may be issuable upon the exercise of warrants, if any, may be
subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted.
This Note is one of a series of the Debt Securities designated
therein as Medium-Term Notes, Series D (the "Notes"). The Notes of this
series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different
rates, may be payable in different currencies and may otherwise vary, all
as provided in the Indenture.
2. A. The Regular Record Date with respect to any Interest Payment
Date (as defined below) shall be the date 15 calendar days immediately
preceding such Interest Payment Date, whether or not such date shall be a
Business Day. Interest which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall, unless otherwise
provided, be paid to the person in whose name the Note is registered at the
close of business on the Regular Record Date for such Interest; provided,
however, that interest payable on the Interest Payment Date occurring at
Maturity will be to the person to whom principal shall be payable;
provided, further, that the first payment of interest on any Note with an
Original Issue Date between a Regular Record Date and an Interest Payment
Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Notwithstanding the foregoing, any interest
that is payable but not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
holder thereof on such Regular Record Date, and (i) may be paid to the
person in whose name such Note is registered on the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof having been given to the Holder of such Note
not less than ten days prior to such Special Record Date, or (ii) may be
paid at any time and in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Securities of
that series may be listed, as more fully provided in the Indenture.
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation
to be closed in The City of New York, [(b) if this Note is denominated in a
Specified Currency other than U.S.
-4-
<PAGE>
Dollars, (i) not a day on which banking institutions are authorized or
required by law or regulation to close in the financial center of the
country issuing the Specified Currency (which in the case of ECU shall be
London and Luxembourg City, Luxembourg) and (ii) a day on which banking
institutions in such financial center are carrying out transactions in such
Specified Currency, and] (c) with respect to a LIBOR Note, a London Banking
Day. "London Banking Day" means any day on which dealings in deposits in
U.S. Dollars are transacted in the London interbank market. In connection
with any calculations, all percentages will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point being rounded upwards and all currency
[or currency unit] amounts used and resulting from such calculations on the
Notes will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upwards).
B. The Company promises to pay interest on the principal amount at
the rate per annum equal to the Initial Interest Rate shown on the face
hereof until the first Interest Reset Date shown on the face hereof
following the Original Issue Date specified on the face hereof and
thereafter at a rate determined in accordance with the provisions below
under the heading "Determination of CD Rate", "Determination of CMT Rate",
"Determination of Commercial Paper Rate", "Determination of Eleventh
District Cost of Funds Rate", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate" or "Determination
of Treasury Rate", depending upon whether the Base Rate specified above is
CD Rate, CMT Rate, Commercial Paper Rate, Eleventh District Rate, Federal
Funds Rate, LIBOR, Prime Rate or Treasury Rate, respectively, until the
principal hereof is paid or duly made available for payment. The Company
will pay interest monthly, quarterly, semi-annually or annually as
specified on the face hereof under "Interest Payment Period", commencing
with the first Interest Payment Date specified on the face hereof next
succeeding the Original Issue Date, and at Maturity. Unless otherwise
provided on the face hereof, the dates on which interest will be payable
(each an "Interest Payment Date") will be, in the case of Notes with a
monthly Interest Payment Period, the third Wednesday of each month; in the
case of Notes with a quarterly Interest Payment Period, the third Wednesday
of March, June, September and December; in the case of Notes with a
semi-annual Interest Payment Period, the third Wednesday of the two months
specified on the face hereof; and in the case of Notes with an annual
Interest Payment Date Period, the third Wednesday of the month specified on
the face hereof; provided, however, that if an Interest Payment Date would
fall on a day that is not a Business Day, such Interest Payment Date shall
be the following day that is a Business Day, except that in case the Base
Rate is LIBOR, if such Date falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
The interest payable on this Note on each Interest Payment Date
will include accrued interest from and including the Original Issue Date or
from and including the last date in respect of which interest has been
paid, as the case may be, to but excluding such Interest Payment Date;
provided, however, that if the Interest Reset Period is daily or weekly,
the interest payable on each Interest Payment Date, other than at Maturity,
will include accrued interest from and including the Original Issue Date or
from and including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Record Date immediately
preceding such Interest Payment Date, and the interest payable at Maturity
will include accrued interest from and including the Original Issue Date or
from and including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Date of Maturity. Such
accrued interest will be calculated by multiplying the principal amount
hereof by an accrued interest factor. This accrued interest factor shall be
computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day shall be computed by dividing
the interest rate applicable to such day by 360 if the Base Rate is CD
Rate, CMT Rate, Commercial Paper Rate, Eleventh District Cost of Funds
Rate, Federal Funds Rate, Prime Rate or LIBOR, as indicated on the face
hereof, or by the actual number of
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<PAGE>
days in the year if the Base Rate is Treasury Rate, as indicated on the
face hereof. The interest rate in effect on each day will be (a) if such
day is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest Reset Date or (b)
if such day is not an Interest Reset Date, the interest rate with respect
to the Interest Determination Date pertaining to the next preceding
Interest Reset Date; provided, however, that (i) the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will
be the Initial Interest Rate and (ii) the interest rate in effect for the
ten calendar days immediately prior to Maturity will be that in effect on
the tenth calendar day preceding Maturity. Notwithstanding the foregoing,
the interest rate hereon shall not be greater than the Maximum Interest
Rate, if any, or less than the Minimum Interest Rate, if any, shown on the
face hereof. In addition, the interest rate hereon shall in no event be
higher than the maximum rate, if any, permitted by New York law. Commencing
with the first Interest Reset Date specified on the face hereof following
the Original Issue Date and thereafter upon each succeeding Interest Reset
Date specified on the face hereof, the rate at which interest on this Note
is payable shall be adjusted as specified on the face hereof under Interest
Reset Period; provided, however, that if any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next day that is a Business Day, except that (i)
if the Base Rate is LIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day or (ii) if the Base Rate is Treasury Rate and the Interest
Reset Date falls on a Date which is an auction date, the Interest Reset
Date shall be the following day that is a Business Day.
The Interest Determination Date pertaining to an Interest Reset
Date will be, if the Base Rate is CD Rate, CMT Rate, Commercial Paper Rate,
Eleventh District Cost of Funds Rate, Federal Funds Rate or Prime Rate, the
second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the
Base Rate is LIBOR, the second London Banking Day preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset
Date will be, if the Base Rate is Treasury Rate, the day of the week in
which such Interest Reset Date falls on which Treasury bills (as defined
below) of the Index Maturity specified on the face hereof are auctioned.
Treasury bills are normally auctioned on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday. If, as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading
below.
Determination of CD Rate. If the Base Rate is CD Rate, as
indicated on the face hereof, the interest rate shall equal (a) the rate on
the Interest Determination Date specified on the face hereof for negotiable
certificates of deposit having the Index Maturity specified on the face
hereof (1) as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates" or any
successor publication of the Board of Governors of the Federal Reserve
System (the "H.15(519)"), under the heading "CDs (Secondary Market)" or (2)
if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" (the "Composite Quotations") under the heading
"Certificates of Deposit" or (b) if neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, the arithmetic
mean as calculated by the Calculation Agent of the secondary market offered
rates as of 10:00 A.M., New York City time, on such Interest Determination
-6-
<PAGE>
Date of three leading nonbank dealers in negotiable U.S. Dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity (as specified on the face hereof) in a denomination of $5,000,000,
in each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specific on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however,
that if such dealers are not quoting as mentioned above, the interest rate
in effect hereon until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates shall be the
rate in effect hereon on such Interest Determination Date.
Determination of CMT Rate. If the Base Rate is the CMT Rate, as
indicated on the face hereof, the interest rate shall equal (i) the rate
displayed on the Designated CMT Telerate Page (as defined herein) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m." under the column for
the Designated CMT Maturity Index (as defined herein) for (a) if the
Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (b) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified in the Floating Interest Rate
Notice, for the week or month, as applicable, ended immediately preceding
the week in which the related Interest Rate Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed
by 3:00 P.M., New York City time, on the related Calculation Date (as
defined below), then the CMT on such Interest Determination Date shall be
such treasury constant maturity rate for the Designated CMT Maturity Index
as published in H.15(519). If such rate is no longer published or is not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such Interest Determination Date shall be such
treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index)
for the Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate on the Interest
Determination Date will be calculated by the Calculation Agent and will be
a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M.. New York City
time, on such Interest Determination Date reported, according to their
written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer ") in The City of New York
selected by the Calculation Agent, after consultation with the Company
(from five such Reference Dealers selected by the Calculation Agent, after
consultation with the Company, and eliminating the highest quotation (or in
the event of equality, one of the highest) and the lowest quotation (or in
the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes ") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of 3:30 P.M., New York City time, on such
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation
(or in the event of equality, one of the highest) and the lowest quotation
(or in the event of equality, one of the lowest)), for Treasury Notes with
an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closes to
the Designated CMT
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<PAGE>
Maturity Index and in an amount of at least $100 million. If three or four
(and not five) of such Reference Dealers are quoting as described above,
then the CMT Rate shall be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers
so selected by the Calculation Agent, after consultation with the Company,
are quoting, the CMT Rate determined as of such Interest Determination Date
will be the CMT Rate in effect on such Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent, after consultation
with the Company, will obtain from five Reference Dealers quotations for
the Treasury Note with the shorter remaining term to maturity.
"Designated CMT Maturity Index" shall be the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or
30 years) specified in the applicable Floating Interest Rate Notice with
respect to which the CMT Rate will be calculated and if no such maturity is
specified in the applicable Floating Interest Rate Notice, the Designated
CMT Maturity Index shall be two years.
"Designated CMT Telerate Page" shall be the display on the Dow
Jones Telerate Service on the page specified in the applicable Floating
Interest Rate Notice (or any other page as may replace such page on the
service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519) and if no such page is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Telerate Page
shall be 7052 for the most recent week.
Determination of Commercial Paper Rate. If the Base Rate is
Commercial Paper Rate, as indicated on the face hereof, the interest rate
shall equal (a) the Money Market Yield (as defined herein) on the Interest
Determination Date specified on the face hereof of the rate for commercial
paper having the Index Maturity specified on the face hereof (1) as
published in the H.15(519), under the heading "Commercial Paper
- -Nonfinancial", or (2) if such yield is not so published by 9:00 A.M., New
York City time, on the Calculation Date (as defined below) pertaining to
such Interest Determination Date, then as published in the Composite
Quotations under the heading "Commercial Paper" or (b) if neither of such
yields is published by 3:00 P.M., New York City time, on such Calculation
Date, the Money Market Yield of the arithmetic mean of the offered rates,
as of 11:00 A.M., New York City time on such Interest Determination Date,
of three leading dealers of commercial paper in The City of New York,
selected by the Calculation Agent, for commercial paper of the Index
Maturity specified on the face hereof placed for an industrial issuer whose
bond rating is "AA" or the equivalent, from a nationally recognized rating
agency, in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication
by the Spread Multiplier, if any, specified on the face hereof; provided,
however, that if such dealers are not quoting as mentioned above, the
interest rate in effect hereon until the Interest Reset Date next
succeeding the Interest Reset Date to which such Interest Determination
Date relates shall be the rate in effect hereon on such Interest
Determination Date.
"Money Market Yield" shall be the yield calculated in accordance
with the following formula:
D x 360
Money Market Yield = ------------------- x 100
360 -- (D x M)
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<PAGE>
where "D" refers to the per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Eleventh District Cost of Funds Rate. If the Base
Rate is Eleventh District Cost of Funds Rate, as indicated on the face
hereof, the interest rate shall equal (a) the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such
Interest Determination Date specified on the face hereof (1) as set forth
under the caption "11th District" on Telerate Page 7058 (as defined herein)
as of 11:00 A.M., San Francisco time, on such Interest Determination Date,
or (2) if such rate does not appear on Telerate Page 7058 on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement or (b) if the FHLB of San Francisco fails to announce such
rate for the calendar month next preceding such interest Determination
Date, then the Eleventh District Cost of Funds Rate in effect on such
Interest Determination Date.
"Telerate Page 7058" means the display on the Dow Jones Telerate
Service on such page (or such other page as may replace such page on the
service for the purpose of displaying the Eleventh District Cost of Funds
Rate) for the purpose of displaying the monthly average cost of funds paid
by member institutions of the Eleventh Federal Home Loan Bank District.
Determination of Federal Funds Rate. If the Base Rate is Federal
Funds Rate, as indicated on the face hereof, the interest rate shall equal
(a) the rate on the Interest Determination Date specified on the face
hereof for Federal Funds (1) as published in the H.15(519), under the
heading "Federal Funds (Effective)" or (2) if such rate is not so published
by 9:00 A.M., New York City time, on the Calculation Date (as defined
below) pertaining to such Interest Determination Date, then as published in
the Composite Quotations under the heading "Federal Funds/Effective Rate"
or (b) if neither of such rates is published by 3:00 P.M., New York City
time, on such Calculation Date, the arithmetic mean (as calculated by the
Calculation Agent) of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent as
of 11:00 A.M., New York City time, on such Interest Determination Date, in
each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however,
that if such brokers are not quoting as mentioned above, the interest rate
in effect hereon until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates shall be the
rate in effect hereon on such Interest Determination Date.
Determination of LIBOR. If the Base Rate indicated on the face
hereof is LIBOR, the interest rate shall equal the arithmetic mean (as
calculated by the Calculation Agent) of offered rates for deposits in the
Specified Currency for the period of the Index Maturity specified on the
face hereof, commencing on the second London Banking Day prior to the
Interest Reset Date for such Interest Reset Period (a "LIBOR Determination
Date"), which appear on the Designated LIBOR Page at approximately 11:00
a.m., London time, on such LIBOR Determination Date. "Designated LIBOR
Page" means "LIBOR Telerate" which shall be the display designated as
page"3750" on the Dow Jones Telerate Service (or such other page as may
replace page "3750" on such service or such other service as may be
nominated by the British Bankers' Association for the purpose of displaying
the London interbank offered rates of major banks), unless "LIBOR Reuters"
is designated on the face hereof, in which case "Designated LIBOR Page"
means the display designated as "LIBO" on the Reuters Monitor Money Rates
Service (or such
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<PAGE>
other page as may replace the LIBO page on such service or such other
service as may be nominated by the British Bankers' Association for the
purpose of displaying London interbank offered rates of major banks). If at
least two such offered rates appear on the Designated LIBOR Page, "LIBOR"
for such Interest Reset Period will be the arithmetic mean of such offered
rates as determined by the Calculation Agent for such LIBOR Note.
If fewer than two offered rates appear on the Designated LIBOR
Page on such LIBOR Determination Date, the Calculation Agent for such LIBOR
Note will request the principal London offices of each of four major banks
in the London interbank market selected by such Calculation Agent to
provide such Calculation Agent with its offered quotations for deposits in
U.S. dollars for the period of the Specified Index Maturity, commencing on
such Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Determination Date and
in a principal amount equal to an amount of not less than U.S.$1,000,000
that is representative of a single transaction in such market at such time.
If at least two such quotations are provided, "LIBOR" for such Interest
Reset Period will be the arithmetic mean of such quotations. If fewer than
two such quotations are provided, "LIBOR" for such Interest Reset Period
will be the arithmetic mean of rates quoted by three major banks in The
City of New York selected by the Calculation Agent for such LIBOR Note at
approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date for loans in U.S. dollars to leading European banks, for the period of
the specified Index Maturity, commencing on such Interest Reset Date, and
in a principal amount equal to an amount of not less than U.S. $1,000,000
that is representative of a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as aforesaid by
such Calculation Agent are quoting rates as mentioned in this sentence,
"LIBOR" for such Interest Reset Period will be the same as LIBOR for the
immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
Determination of Prime Rate. If the Base Rate is Prime Rate, as
indicated on the face hereof, the interest rate shall equal (a) the rate on
the Interest Determination Date specified on the face hereof for Prime Rate
(1) as published in H.15(519), under the heading "Bank Prime Loan" or (2)
if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen USPRIME1
Page (as defined herein) as such bank's prime rate or base lending rate as
in effect for that Interest Determination Date or (b) if fewer than four
such rates appear on the Reuters Screen USPRIME1 Page for the Interest
Determination Date, the Prime Rate will be determined by the Calculation
Agent and will be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Interest Determination Date by at least
two of three major money center banks in The City of New York selected by
the Calculation Agent. If fewer than two such rates are quoted as
aforesaid, the Prime Rate will be determined by the Calculation Agent on
the basis of the rates furnished in The City of New York by one or two, as
the case may be, substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least U.S. $500,000,000 and being subject to
supervision or examination by federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if
the banks selected as aforesaid are not quoting as set forth above, the
Prime Rate will remain the Prime Rate then in effect on such Interest
Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying the prime rate or base rate of major United States banks).
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<PAGE>
Determination of Treasury Rate. If the Base Rate is Treasury Rate
as indicated on the face hereof, the interest rate shall equal the rate for
the auction held on the Interest Determination Date of direct obligations
of the United States ("Treasury bills") having the Index Maturity shown on
the face hereof as published in the H.15(519), under the heading "Treasury
bills-auction average (investment)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date (as defined below) pertaining
to such Interest Determination Date, the auction average rate (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or, by
multiplication by the Spread Multiplier, if any, specified on the face
hereof. In the event that the results of the auction of Treasury bills
having the Index Maturity shown on the face hereof are not published or
reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or if no such auction is held in a particular week, then
the rate of interest hereon shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity shown on the face hereof,
adjusted by the addition or subtraction of the Spread, if any, specified on
the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the interest rate in effect hereon until the Interest
Reset Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect hereon on such
Interest Determination Date.
The Calculation Date pertaining to an Interest Determination Date
shall be the tenth calendar day after such Interest Determination Date or
if any such day is not a Business Day, the next succeeding Business Day.
Initially, The Chase Manhattan Bank shall be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in accordance
with the foregoing and will confirm in writing such calculation to the
Trustee and any Paying Agent immediately after each determination. Neither
the Trustee nor any Paying Agent shall be responsible for any such
calculation. At the request of the Holder hereof the Calculation Agent will
provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate which will become effective as of the next
Interest Reset Date.
3. Payments [in U.S. Dollars] of interest (other than interest
payable at Stated Maturity or upon earlier redemption or repayment) will be
made by mailing a check to the Holder at the address of the Holder
appearing on the Debt Security Register (as defined in the Indenture) on
the applicable Record Date. [Notwithstanding the foregoing, a Holder of
U.S. $10,000,000 or more in aggregate principal amount of Notes of like
tenor and terms (or a holder of the equivalent thereof in a Specified
Currency other than U.S. Dollars as determined by the Exchange Rate Agent
on the basis of the Market Exchange Rate (as defined below)) shall be
entitled to receive such payments in U.S. Dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions
have been received in writing by the Company's Paying Agent not less than
15 days prior to the applicable Interest Payment Date. Simultaneously with
any election by the Holder hereof to receive payments in a Specified
Currency other than U.S. Dollars (by written request to the Paying Agent as
provided above), such Holder shall provide appropriate payment instructions
to such Paying Agent and all such payments will be made in immediately
available funds to an account maintained by the payee with a bank located
outside the United States.] Principal and any premium and interest payable
at Stated Maturity or upon earlier redemption or repayment will be paid
upon surrender of such Note at the office of the Paying Agent in the City
of New York or at such other place or agency as the Company may designate
(i) in immediately
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<PAGE>
available funds or (ii) if appropriate payment instructions have been
received in writing by the Company's Paying Agent not less than 15 days, or
such lesser time as is acceptable to the Paying Agent, prior to the
applicable maturity, redemption or repayment date, by electronic transfer
of immediately available funds.
4. If specified on the face hereof, this Note may be redeemed, as
a whole or from time to time in part, at the option of the Company, on not
less than 30 nor more than 45 days' prior notice given as provided in the
Indenture, on any Redemption Date(s) and at the related Redemption Price(s)
set forth on the face hereof. If less than all the Outstanding Notes of any
series are to be redeemed, the Company shall give the Trustee notice at
least 45 days in advance of the date fixed for redemption as to the
aggregate principal amount of Outstanding Notes to be redeemed. Outstanding
Notes may be redeemed in part in multiples equal to the minimum authorized
denomination for Outstanding Notes of such Series or any multiple thereof.
Thereupon the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Outstanding Notes or
portions thereof to be redeemed, and shall as promptly as practicable
notify the Company of the Outstanding Notes or portions thereof so
selected. In the event of redemption of this Note in part only, a new Note
or Notes of this series of like tenor or terms for the unredeemed portion
hereof will be issued to the Holder hereof upon the cancellation hereof.
5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and
at the Repayment Price(s) indicated on the face hereof. If no such
Repayment Date is set forth on the face hereof, this Note may not be so
repaid at the option of the Holder hereof prior to Stated Maturity. On each
Repayment Date, if any, this Note shall be repayable in whole or in part at
the option of the Holder hereof at the applicable Repayment Price set forth
on the face hereof, together with interest thereon to the date of
repayment. For this Note to be repaid in whole or in part at the option of
the Holder hereof, the Paying Agent in The City of New York must receive
not less than 30 or more than 45 days prior to the Repayment Date (i) the
Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or The National Association
of Securities Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth the name of the Holder of the Note,
the principal amount of the Note, the certificate number of the Note or a
description of the Note's tenor or terms, the principal amount of the Note
to be prepaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be prepaid with the form
entitled "Option to Elect Repayment" on the reverse of the Note duly
completed will be received by such Paying Agent no later than five Business
Days after the date of such telegram, telex, facsimile transmission or
letter and such Note and form duly completed are received by such Paying
Agent by such fifth Business Day. Exercise of such repayment option shall
be irrevocable. Such option may be exercised by the Holder for less than
that entire principal amount provided that the principal amount remaining
outstanding after repayment is an authorized denomination.
[6. If the Specified Currency is other than U.S. Dollars, unless
the Holder has elected otherwise, payment in respect of this Note shall be
made in U.S. Dollars based upon the Exchange Rate as determined by the
Exchange Rate Agent (initially, The Chase Manhattan Bank) appointed by the
Company for such purpose based on the highest firm bid quotation for U.S.
Dollars received by such Exchange Rate Agent at approximately 11:00 A.M.
New York City time on the second Business Day preceding the applicable
payment date (or if no such rate is quoted on such date the last date on
which such rate was quoted), from three recognized foreign exchange dealers
in The City of New York selected by the Exchange Rate Agent and approved by
the Company (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer for settlement on such payment date of the aggregate
amount of the Specified Currency payable on such payment date in respect of
all Notes denominated in such Specified Currency. All currency exchange
costs will be borne by the Holders of such Notes by
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<PAGE>
deductions from such payments. If no such bid quotations are available,
payments will be made in the Specified Currency unless such Specified
Currency is unavailable due to the imposition of exchange controls or to
other circumstances beyond the Company's control, in which case the Company
will be entitled to make payments in respect hereof in U.S. Dollars as
provided below.
Except as set forth below, if payment on a Note is required to be
made in a Specified Currency other than U.S. Dollars and such currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments due on that due date with respect to such Note
shall be made in U.S. Dollars. The amounts so payable on any date in such
Specified Currency shall be converted into U.S. Dollars at a rate
determined by the Exchange Rate Agent on the basis of the most recently
available noon buying rate for cable transfers in The City of New York as
determined by the Federal Reserve Bank of New York (the "Market Exchange
Rate").
Subject to the provisions described below, the ECU in which a Note
may be denominated or may be payable is the same as the ECU that is from
time to time used as the unit of account of the European Community ("EC").
Changes to the ECU may be made by the European Communities, in which event
the ECU will change accordingly.
Under Article 109G of the treaty establishing the EC, as amended
(the "Treaty"), the currency composition of the ECU may not be changed. The
Treaty contemplates that the European monetary union will occur in three
stages, the second of which began on January 1, 1994 with the entry into
force of the Treaty. The Treaty provides that, at the start of the third
stage of European monetary union, the value of the ECU as against the
currencies of the member states participating in the third stage will be
irrevocably fixed, ad the ECU will become a currency in its own right. In
contemplation of that third stage, the EC meeting in Madrid on December 16,
1995 decided that the name of that currency will be the Euro and that, in
accordance with the Treaty, substitution of the Euro for the ECU will be at
the rate of one Euro for one ECU. From the start of the third stage of the
European monetary union, all payments in respect of a Note denominated or
payable in the ECU will be payable in the Euro at the rate then established
in accordance with the Treaty.
With respect to each due date for the payment of principal of,
premium, if any, and interest on, a Note, if, on or prior to such due date,
the ECU is used neither as the unit of account of the EC nor as a currency
in its own right, replacing all or some of the currencies of the member
countries of the EC, the Company or its agent shall (in the case of an
agent, without liability on its part but after consultation with the
Company and having regard to the availability to the Company of the
relevant currency) choose a substitute currency (the "Chosen Currency"),
which shall be a component currency of the ECU or U.S. dollars, in which
all payments to be calculated by reference to or made in ECU due on or
after such due date with respect to a Note shall be made. Notice of the
Chosen Currency so selected shall be mailed to each registered holder of a
Note. The amount of each payment calculated with reference to or made in
such Chosen Currency shall be computed on the basis on the equivalent of
the ECU in that currency determined as described below, as of the fourth
Business Day prior to the date on which such payment is due.
On or about the first Business Day following the day on which the
ECU is used neither as the unit of account of the EC nor as a currency in
its own right, replacing all or some of the currencies of the member
countries of the EC, the Company or its agent shall (in the case of an
agent, without liability on its part but after consultation with the
Company and having regard to the availability to the Company of
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<PAGE>
the relevant currency) choose a Chosen Currency in which all payments to be
calculated by reference to or made in ECU with respect to a Note having a
due date prior thereto but not yet presented for payment are to be made.
The amount of each payment calculated with reference to or made in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU
in that currency, determined as described below, as of such first Business
Day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Date of Valuation") shall be determined by the Exchange Rate
Agent on the following basis. The amounts and components composing the ECU
for this purpose (the "Components") shall be the amounts and components
which composed the ECU as of the last date on which the ECU was used as the
unit of account of the EC. The equivalent of the ECU in the Chosen Currency
shall be calculated by, first, aggregating the U.S. dollar equivalents of
the Components; and then, in the case of a Chosen Currency other than U.S.
dollars, using the rate used for determining the U.S. dollar equivalent of
the Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be
determined by the Exchange Rate Agent on the basis of the middle spot
delivery quotations prevailing at 2:30 p.m., Brussels time, on the Day of
Valuation, as obtained by the Exchange Rate Agent from one or more major
banks, as selected by the Company or its agent, in the country of issue of
the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent, shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf,
provided that such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If such most
recent quotations were so prevailing more than two Business Days in the
country of issue before such Day of Valuation, the Exchange Rate Agent
shall determine the U.S. dollar equivalent of such Component on the basis
of cross rates derived from the middle spot delivery quotations for such
component currency and for the U.S. dollar prevailing at 2:30 p.m.,
Brussels time, on such Day of Valuation, as obtained by or on behalf of,
the Exchange Rate Agent, from one or more major banks, as selected by the
Company or its agents, in a country other than the country of issue of such
component currency. Notwithstanding the foregoing, the Exchange Rate Agent
shall determine the U.S. dollar equivalent of such Component on the basis
of such cross rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph. Unless
otherwise specified by the Company or its agent, if there is more than one
market for dealing in any component currency by reason of foreign exchange
regulations or for any other reason, the market to be referred to in
respect of such currency shall be that upon which a non-resident issuer of
notes denominated in such currency would purchase such currency in order to
make payments in respect of such notes.
If the official unit of any component currency is altered by way
of combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
components currencies expressed in such single currency. If any component
currency is divided into two or more currencies, the amount of that
currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall have a value at the time
-14-
<PAGE>
of the division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.
If, pursuant to the Treaty, all or some of the currencies of the
member countries of the EC are replaced by the Euro, the payment of
principal of, or interest on, a Note denominated in such currency shall be
effected in Euro in conformity with legally applicable measures taken
pursuant to, or by virtue of, the Treaty.
All determinations referred to above of the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and,
in the absence of manifest error, shall be conclusive for all purposes and
binding upon the Holders of the Notes and the Trustee and the Exchange Rate
Agent shall have no liability therefor.]
7. If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all of the Notes and the interest
accrued thereon, if any, may be declared due and payable in the manner and
with the effect provided in the Indenture. If the principal of any Original
Issue Discount Note is declared to be due and payable, the amount of
principal due and payable with respect to such Note shall be limited to the
sum of the aggregate principal amount of such Note multiplied by the Issue
Price (expressed as a percentage of the aggregate principal amount) plus
the original issue discount accrued from the date of issue to the date of
declaration, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in
effect on the date of declaration. An Original Issue Discount Note is (i) a
Note, including any zero-coupon Note, which has a stated redemption price
at maturity that exceeds its Issue Price by at least 0.25% of its Principal
Amount, multiplied by the number of full years from the Original Issue Date
to the Maturity Date for such Note and (ii) any other Note designated by
the Company as issued with an original issue discount for United States
federal income tax purposes.
8. With the consent of the Holders of greater than 50% in
aggregate principal amount of the Outstanding Notes of each series affected
by such supplemental indenture, the Company and the Trustee may enter into
an indenture or indentures supplemental to the Indenture for the purpose of
adding any provisions to or changing the provisions of the Indenture or any
supplement thereto or of modifying in any manner the rights of the Holders
of the Notes of each series under the Indenture; provided, however, that no
such supplemental indenture shall, (a) extend the time or terms of payment
of the principal at maturity of, or the interest on, any such series of
Notes, or reduce principal or premium or the rate of interest, or make the
principal or interest or premium payable in any currency other than that
provided in the Notes, without the consent of the Holder of each
Outstanding Note affected thereby, or (b) without the consent of all of the
Holders of any series of Notes then outstanding, reduce the percentage of
Notes of any such series, the Holders of which are required to consent (i)
to any such supplemental indenture, (ii) to rescind and annul a declaration
that the Notes of any series are due and payable as a result of the
occurrence of an Event of Default, (iii) to waive any past Event of Default
under the Indenture and its consequences and (iv) to waive compliance with
certain other provisions contained in the Indenture.
The Company and the Trustee may enter into an indenture or
indentures supplemental to the Indenture without the consent of the Holders
for limited purposes specified in the Indenture.
The Holders of greater than 50% in aggregate principal amount of
the Outstanding Notes may on behalf of the Holders of all the Notes waive
any past default or Event of Default under the Indenture and its
consequences except a default in the payment of principal of or premium, if
any, or interest on the Notes. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such
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<PAGE>
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
9. Notwithstanding any other provision in this Note or the
Indenture, the Holder of this Note shall have the rights, which are
absolute and unconditional, to receive payment of the principal of,
premium, if any, and interest, if any, on such Note on the respective
Stated Maturities expressed in such Note (or in the case of redemption or
repayment, on the date for redemption or repayment, as the case may be) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.
10. The authorized denominations of Notes [denominated in U.S.
Dollars] will be [U.S.] [$1,000] and any larger amount that is an integral
multiple of [U.S.] $1,000. [The authorized denominations of the Notes
denominated in a currency other than U.S. Dollars will be as set forth on
the face hereof.]
11. Notes to be exchanged shall be surrendered at any office or
agency maintained by the Company for such purpose, and the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor
the Notes which the Holder making the exchange shall be entitled to
receive. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Note is registrable at the Debt
Security Registrar (as defined in the Indenture), maintained by the Company
for this series (initially, The Chase Manhattan Bank). Upon due presentment
for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note or Notes of
authorized denominations for an equal aggregate principal amount. Such new
Note or Notes will be delivered at the office of the Debt Security
Registrar in The City of New York, or mailed, at the request, risk and
expense of the transferee or transferees, to the address or addresses shown
in the Debt Security Register for such transferee or transferees.
All Notes presented to a Debt Security Registrar for registration
of transfer shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company
and such Debt Security Registrar duly executed by the registered Holder or
his attorney duly authorized in writing.
No service charge shall be made for any exchange or registration
of transfer of Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Company shall not be required to issue, exchange or register a
transfer of (a) any Notes of any series for a period of 15 days next
preceding the mailing of a notice of redemption of Notes of such series and
ending at the close of business on the day of the mailing of a notice of
redemption of Notes of such series so selected for redemption, or (b) any
Notes selected, called or being called for redemption except, in the case
of any Notes to be redeemed in part, the portion thereof not so to be
redeemed.
Prior to due presentment of a Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name a Note is registered as the owner hereof for
all purposes whether or not such Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
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<PAGE>
12. Certain of the Company's obligations under the Indenture with
respect to Notes of any series may be terminated if the Company irrevocably
deposits with the Trustee money or eligible instruments sufficient to pay
and discharge the entire indebtedness on all Notes of such series, as
described in the Indenture.
13. Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
14. The Indenture, the Notes and any coupons pertaining hereto
shall be construed in accordance with and governed by the laws of the State
of New York.
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<PAGE>
--------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion hereof specified below)
pursuant to its terms at a price equal to the applicable Repayment Price
thereof together with interest to the Repayment Date, to the undersigned at
___________________________________________________________________________
___________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF THE UNDERSIGNED)
If less than the entire principal amount of the within Note is to
be repaid, specify the portion thereof which the Holder elects to have
repaid ______________; and specify the denomination or denominations (which
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid): ____________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Date:_______________________________ _____________________________________
-18-
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-1 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-2 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-3 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-4 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-5 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-6 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-7 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-8 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-9 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-10 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-11 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-12 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-13 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-14 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-15 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-16 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-17 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-18 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-19 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-20 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-21 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-22 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-23 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-24 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
FL No. R-25 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
FLOATING RATE NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period:
Maturity Date: Interest Reset Dates:
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s):
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
No. R-1 CUSIP __________
If applicable, the "Total Amount of OID," "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the designated method) below
will be completed solely for the purposes of applying the federal income
tax original issue discount ("OID") Rules.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Dates(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
-1-
<PAGE>
[Option to Elect Payment in Specified Currency (Only applicable if Specified
Currency is other than U.S. Dollars):
[ ] Yes [ ] No
Authorized Denominations (Only applicable if Specified Currency is other than
U.S. Dollars):]
Johnson Controls, Inc., a Wisconsin corporation (the "Company",
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________________ or registered assigns, the principal sum of
_______ [Specified Currency] on the "Maturity Date," as set forth above,
and to pay interest thereon as described on the reverse hereof.
The principal of (and premium, if any) and interest on this Note
are payable by the Company in such coin or currency specified above as at
the time of payment shall be legal tender for the payment of public and
private debts (the "Specified Currency"). [If the Specified Currency is
other than U.S. Dollars, the Company will arrange to have all such payments
converted into U.S. Dollars in the manner described on the reverse hereof.
Notwithstanding the foregoing, the Holder hereof may, if so indicated
above, elect to receive all payments in respect hereof in the Specified
Currency by delivery of a written request to the Paying Agent located in
The City of New York (initially, The Chase Manhattan Bank) not later than
fifteen calendar days prior to the applicable payment date. Such election
will remain in effect until revoked by written notice to such Paying Agent
received not later than fifteen calendar days prior to the applicable
payment date.] [This note is a "Dual Currency Note" and the Company has a
one-time option, exercisable on a date or dates specified (each an "Option
Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms, of making
all payments of principal, premium, if any, and interest after the exercise
of such option, whether at maturity or otherwise (which payments would
otherwise be made in the currency in which such Note is denominated (the
"Face Amount Currency")), in the alternative currency for payment (the
"Optional Payment Currency"). The exchange rate designated for such
issuance (the "Designated Exchange Rate") will be a fixed exchange rate
used for converting amounts denominated in the Face Amount Currency into
amounts denominated in the Optional Payment Currency.]
-2-
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Johnson Controls, Inc. has caused this Note to
be duly executed under its corporate seal.
Dated: December 2, 1997
JOHNSON CONTROLS, INC.
(Seal)
By:_____________________________________
[Chairman, President, a Vice
President or Treasurer]
ATTEST: ________________________________
[Secretary or Assistant
Secretary]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein,
described in the within-mentioned Indenture.
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: ____________________________________
Authorized Officer
Or:
CHASE MANHATTAN BANK DELAWARE
as Trustee
By: THE CHASE MANHATTAN BANK
as Authenticating Agent
By: _______________________________
Authorized Signatory
-3-
<PAGE>
(REVERSE OF REGISTERED NOTE)
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, SERIES D
1. This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the "Debt
Securities") of the Company of the series hereinafter specified, all such
securities issued and to be issued under an Indenture dated as of February
22, 1995, between the Company and Chase Manhattan Bank Delaware, as Trustee
(herein called the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a statement of
the rights and limitations of rights thereunder of the Holders of the Debt
Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Debt Securities and of the Company, and the
terms upon which the Debt Securities are and are to be authenticated and
delivered.
As provided in the Indenture, the Debt Securities may be issued in
one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be issued in different
denominations, may be issued in different currencies, may be issued in
global form, may be issuable upon the exercise of warrants, if any, may be
subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted.
This Note is one of a series of the Debt Securities designated
therein as Medium-Term Notes, Series D (the "Notes"). The Notes of this
series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different
rates, may be payable in different currencies and may otherwise vary, all
as provided in the Indenture.
2. A. The Regular Record Date with respect to any Interest Payment
Date (as defined below) shall be the date 15 calendar days immediately
preceding such Interest Payment Date, whether or not such date shall be a
Business Day. Interest which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall, unless otherwise
provided, be paid to the person in whose name the Note is registered at the
close of business on the Regular Record Date for such Interest; provided,
however, that interest payable on the Interest Payment Date occurring at
Maturity will be to the person to whom principal shall be payable;
provided, further, that the first payment of interest on any Note with an
Original Issue Date between a Regular Record Date and an Interest Payment
Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. Notwithstanding the foregoing, any interest
that is payable but not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
holder thereof on such Regular Record Date, and (i) may be paid to the
person in whose name such Note is registered on the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof having been given to the Holder of such Note
not less than ten days prior to such Special Record Date, or (ii) may be
paid at any time and in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Securities of
that series may be listed, as more fully provided in the Indenture.
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation
to be closed in The City of New York, [(b) if this Note is denominated in a
Specified Currency other than U.S.
-4-
<PAGE>
Dollars, (i) not a day on which banking institutions are authorized or
required by law or regulation to close in the financial center of the
country issuing the Specified Currency (which in the case of ECU shall be
London and Luxembourg City, Luxembourg) and (ii) a day on which banking
institutions in such financial center are carrying out transactions in such
Specified Currency, and] (c) with respect to a LIBOR Note, a London Banking
Day. "London Banking Day" means any day on which dealings in deposits in
U.S. Dollars are transacted in the London interbank market. In connection
with any calculations, all percentages will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point being rounded upwards and all currency
[or currency unit] amounts used and resulting from such calculations on the
Notes will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upwards).
B. The Company hereby promises to pay the principal sum specified
above on the Maturity Date and to pay interest on the unpaid principal
balance of each such obligation from the Original Issue Date specified
above to the first Interest Rate Adjustment Date specified above (the
"Initial Interest Payment Period") at the Initial Interest Rate specified
above payable on the related Interest Payment Date or Dates specified
above, to the Person in whose name this Note is registered at the close of
business on the related Record Date. Following the Initial Interest Payment
Period, the interest for this Note will be established by a remarketing
agent (the "Remarketing Agent") selected by the Company. From and after the
first Interest Rate Adjustment Date, this Note will bear interest in the
Short Term Rate Mode or Long Term Rate Mode in each case as provided in
this Note and reflected in the records of the Company with respect to this
Note.
So long as this Note bears interest in a Short Term Rate Period,
interest will be payable in arrears on the Business Day next following such
Short Term Rate Period and reflected in the records of the Company with
respect to this Note. So long as this Note bears interest in a Long Term
Rate Period, except as otherwise provided herein, interest will be payable
in arrears no less frequently than semiannually on such dates as will be
established by the Remarketing Agent and reflected in the records of the
Company with respect to this Note, prior to the commencement of each Long
Term Rate Period in the case of a fixed interest rate, and as provided
below under "Floating Interest Rates" in the case of a floating interest
rate, and on the Business Day next following such Long Term Rate Period.
Such interest will be payable to the holder hereof as of the related Record
Date, which, so long as this Note bears interest (i) in the Short Term Rate
Mode, is the Business Day next preceding each Interest Payment Date and
(ii) in the Long Term Rate Mode, is the 15th day (whether or not a Business
Day) prior to the related Interest Payment Date, unless, in either case,
otherwise specified in the records of the Company with respect to this
Note. Interest on this Note while bearing interest during a Short Term Rate
Period or in a floating rate during a Long Term Rate Period will be
computed on the basis of actual days elapsed over 360 (or over the actual
number of days in the year if an applicable Base Rate is the CMT Rate or
Treasury Rate (each as defined below)). Interest on this Note while bearing
interest at a fixed rate during a Long Term Rate Period will be computed on
the basis of a year of 360 days consisting of twelve 30-day months.
Interest on this Note during the Initial Interest Rate Period set forth
above will be computed on the basis specified above.
Payment of the principal of, and interest on, this Note will be
made at the office or agency maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided however, that, notwithstanding anything
else contained herein, if this Note is a Registered Security in global form
and is held in book-entry form through the facilities of the Depository,
payments on this Note will be made to the Depository or its nominee in
accordance with the arrangements then in effect among the Trustee, the
Remarketing Agent and the Depository and transfers
-5-
<PAGE>
of ownership interests will be effected on the records of the Depository
and its participating organizations ("DTC Participants") pursuant to rules
and procedures established by the Depository; provided further, the holder
of $10,000,000 or more in aggregate principal amount of Notes shall be
entitled to receive such payments in U.S. dollars by electronic transfer of
immediately available funds, but only if appropriate payment instructions
have been received in writing not less than 15 days prior to the applicable
Interest Payment Date.
(1) Initial Interest Rate. From the Original Issue Date set forth
above to, but not including, the first Interest Rate Adjustment Date set
forth above, this Note will earn interest at the Initial Interest Rate
specified above. The Initial Interest Rate may be a fixed interest rate or
a floating interest rate. In the event that this Note shall bear a floating
interest rate, such rate will be determined in the manner provided below
for this Note to bear interest at a floating rate in a Long Term Rate
Period. Thereafter, this Note will bear interest at the Company's option in
either the Short Term Rate Mode or the Long Term Rate Mode.
(2) Interest Rates. The interest rate for any Short Term Rate
Period for this Note will be a fixed rate determined not later than 12:00
P.M., New York City time, on the Interest Reset Date for such Short Term
Rate Period. The interest rate for any Long Term Rate Period for this Note
will be a fixed rate or a floating rate determined not later than 4:00
P.M., New York City time, on the third Business Day preceding the Interest
Rate Adjustment Date for such Long Term Rate Period.
The interest rate for this Note and, in the case of a floating
interest rate, the Spread (if any) and the Spread Multiplier (if any) for
this Note following the Initial Interest Payment Period will be adjusted by
the Remarketing Agent on each succeeding Interest Rate Adjustment Date for
the next succeeding Interest Payment Period and will be the minimum
interest rate and, in the case of a floating interest rate, Spread (if any)
and Spread Multiplier (if any) necessary in the judgment of the Remarketing
Agent to produce a par bid in the remarketing of this Note for such
Interest Payment Period.
(3) Floating Interest Rates. While this Note bears interest in the
Long Term Rate Mode, the Company may elect a floating interest rate by
providing notice, which will be in or promptly confirmed in writing (which
includes facsimile or appropriate electronic media), received by the
Trustee, the Depositary and the Remarketing Agent for this Note (the
"Floating Interest Rate Notice") not less than fifteen (15) days prior to
the Interest Rate Adjustment Date for such Long Term Rate Period. The
Floating Interest Rate Notice must identify by CUSIP number or otherwise
the portion of this Note to which it relates and state the Long Term Rate
Period therefor to which it relates. Each Floating Interest Rate Notice
must also state whether the floating interest rate is a "Regular Floating
Rate," a "Floating Rate/Fixed Rate" or an "Inverse Floating Rate," the
Fixed Rate Commencement Date, if applicable, the Base Rate or Rates, the
initial Interest Reset Date, the Interest Reset Period and Dates, the
Interest Payment Period and Dates, the Index Maturity and the Maximum
Interest Rate and/or Minimum Interest Rate, if any. If one or more of the
applicable Base Rates are LIBOR or the CMT Rate, the Floating Interest Rate
Notice shall also specify the Index Currency and Designated LIBOR Page or
the Designated CMT Maturity Index and Designated CMT Telerate Page,
respectively.
If this Note bears interest at a floating rate in a Long Term Rate
Period, the interest borne by this Note will be determined as follows:
(i) Unless this Note is specified in the Note Record as a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate
Note," this Note shall be designated as a "Regular Floating Rate
Note" and, except as set forth below or in the records of the
Company with respect to this
-6-
<PAGE>
Note, shall bear interest at the rate determined by reference to
the applicable Base Rate or Rates (a) plus or minus the Spread, if
any, and/or (b) multiplied by the Spread Multiplier, if any, in
each case as specified in the records of the Company with respect
to this Note. Commencing on the Interest Rate Adjustment Date for
such Long Term Rate Period, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset
Date during such Long Term Rate Period specified in the records of
the Company with respect to this Note.
(ii) If this Note is specified in the records of the
Company with respect to this Note as a "Floating Rate/Fixed Rate
Note," then, except as set forth below or in the records of the
Company with respect to this Note, this Note shall bear interest
at the rate determined by reference to the applicable Base Rate or
Rates (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any, in each case as specified in the
records of the Company with respect to this Note. Commencing on
the Interest Rate Adjustment Date for such Long Term Rate Period,
the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date during such Long Term Rate
Period; provided, however, that the interest rate in effect for
the period commencing on the Fixed Rate Commencement Date
specified in the records of the Company with respect to this Note
to the last day of such Long Term Rate Period shall be the Fixed
Interest Rate specified in the records of the Company with respect
to this Note or, if no such Fixed Interest Rate is specified, the
interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.
(iii) If this Note is specified in the records of the
Company with respect to this Note as an "Inverse Floating Rate
Note," then, except as set forth below or in the records of the
Company with respect to this Note, this Note shall bear interest
at the Fixed Interest Rate minus the rate determined by reference
to the applicable Base Rate or Rates (a) plus or minus the Spread,
if any, and/or (b) multiplied by the Spread Multiplier, if any;
provided, however, that, unless otherwise specified in the records
of the Company with respect to this Note, the interest rate hereon
shall not be less than zero. Commencing on the Interest Rate
Adjustment Date for such Long Term Rate Period, the rate at which
interest on this Note shall be payable shall be reset as of each
Interest Reset Date during such Long Term Rate Period.
The applicable floating interest rate on this Note during any Long
Term Rate Period will be determined by reference to the applicable Base
Rate or Rates, which may include (i) the CD Rate, (ii) the CMT Rate, (iii)
the Commercial Paper Rate, (iv) the Eleventh District Cost of Funds Rate,
(v) the Federal Funds Rate, (vi) LIBOR, (vii) the Prime Rate, (viii) the
Treasury Rate, or (ix) such other Base Rate or interest rate formula as may
be specified in the records of the Company with respect to this Note;
provided, however, in the case of a Floating Rate/Fixed Rate, the interest
rate in effect for the period commencing on the Fixed Rate Commencement
Date to the last day of such Long Term Rate Period will be the Fixed
Interest Rate, if such rate is specified in the records of the Company with
respect to this Note or, if no such Fixed Interest Rate is specified, the
interest rate in effect thereon on the day immediately preceding the Fixed
Rate Commencement Date.
Unless otherwise specified in the records of the Company with
respect to this Note, the interest rate with respect to each Base Rate will
be determined in accordance with the applicable provisions below. Except as
set forth above or in the records of the Company with respect to this Note,
the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as hereinafter defined) immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date
-7-
<PAGE>
would otherwise be a day that is not a Business Day, such Interest Reset
Date will be postponed to the next succeeding Business Day, unless LIBOR is
an applicable Base Rate and such Business Day falls in the next succeeding
calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Base Rate and the Interest Determination Date would otherwise
fall on an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day.
The records of the Company with respect to this Note will specify
whether the rate of interest will be reset daily, weekly, monthly,
quarterly, semiannually or annually or on such other specified basis (each,
an "Interest Reset Period") and the dates on which such rate of interest
will be reset (each, an "Interest Reset Date"). Unless otherwise specified
in the records of the Company with respect to this Note, the Interest Reset
Dates will be, in the case of a floating interest rate which resets: (i)
daily, each Business Day; (ii) weekly, the Wednesday of each week (unless
the Treasury Rate is an applicable Base Rate, in which case the Tuesday of
each week except as described below); (iii) monthly, the third Wednesday of
each month; (iv) quarterly, the third Wednesday of March, June, September
and December of each year, (v) semiannually, the third Wednesday of the two
months specified in the records of the Company with respect to this Note;
and (vi) annually, the third Wednesday of the month specified in the
records of the Company with respect to this Note; provided, however, that,
with respect to a Floating Rate/Fixed Rate, the rate of interest thereon
will not reset after the applicable Fixed Rate Commencement Date.
The "Interest Determination Date" with respect to the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds
Rate, the Federal Funds Rate and the Prime Rate will be the second Business
Day immediately preceding the applicable Interest Reset Date; and the
"Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset
Date, unless the Index Currency is British pounds sterling, in which case
the "Interest Determination Date" will be the applicable Interest Reset
Date. The "Interest Determination Date" with respect to the Treasury Rate
shall be the day in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as defined below) are normally auctioned
(Treasury Bills are normally sold at an auction held on Monday of each
week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be
held on the preceding Friday); provided, however, that if an auction is
held on the Friday of the week preceding the applicable Interest Reset
Date, the "Interest Determination Date" shall be such preceding Friday. If
the interest rate of this Note is a floating interest rate determined with
reference to two or more Base Rates specified in the records of the Company
with respect to this Note, the "Interest Determination Date" pertaining to
this Note shall be the most recent Business Day which is at least two
Business Days prior to the applicable Interest Reset Date on which each
Base Rate is determinable. Each Base Rate shall be determined as of such
date, and the applicable interest rate shall take effect on the related
Interest Reset Date.
Either or both of the following may also apply to the floating
interest rate on this Note for a Long Term Rate Period: (i) a Maximum
Interest Rate, or ceiling, that may accrue during any Interest Reset Period
and (ii) a Minimum Interest Rate, or floor, that may accrue during any
Interest Reset Period. In addition to any Maximum Interest Rate that may
apply, the interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by
United States laws of general application.
Except as provided below or in the records of the Company with
respect to this Note, interest will be payable, in the case of floating
interest rates which reset: (i) daily, weekly or monthly, on the third
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<PAGE>
Wednesday of each month or on the third Wednesday of March, June, September
and December of each year, as specified in the records of the Company with
respect to this Note; (ii) quarterly, on the third Wednesday of March,
June, September and December of each year; (iii) semiannually, on the third
Wednesday of the two months of each year specified in the records of the
Company with respect to this Note; and (iv) annually, on the third
Wednesday of the month of each year specified in the records of the Company
with respect to this Note and, in each case, on the Business Day
immediately following the applicable Long Term Rate Period. If any Interest
Payment Date for the payment of interest at a floating rate (other than
following the end of the applicable Long Term Rate Period) would otherwise
be a day that is not a Business Day, such Interest Payment Date will be
postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Base Rate and such Business Day falls in the next succeeding
calendar month, such Interest Payment Date will be the immediately
preceding Business Day.
All percentages resulting from any calculation of floating
interest rates will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)), and all amounts used in or resulting from such calculation will
be rounded, in the case of United States dollars, to the nearest cent or,
in the case of a foreign currency or composite currency, to the nearest
unit (with one-half cent or unit being rounded upwards).
Accrued floating rate interest will be calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factor calculated
for each day in the applicable Interest Reset Period. Unless otherwise
specified in the records of the Company with respect to this Note, the
interest factor for each such day will be computed by dividing the interest
rate applicable to such day by 360, if an applicable Base Rate is the CD
Rate, the CMT Rate, the Commercial Paper Rate, the Eleventh District Cost
of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the
actual number of days in the year if an applicable Base Rate is the
Treasury Rate. Unless otherwise specified in the records of the Company
with respect to this Note, if the floating interest rate is calculated with
reference to two or more Base Rates, the interest factor will be calculated
in each period in the same manner as if only one of the applicable Base
Rate applied as specified in the records of the Company with respect to
this Note.
Unless otherwise specified in the records of the Company with
respect to this Note, The Chase Manhattan Bank will be the "Calculation
Agent." Upon request of any holder of this Note, after any Interest Rate
Adjustment Date, the Calculation Agent or the Remarketing Agent shall
disclose the interest rate and, in the case of a floating interest rate,
Base Rate or Rates, Spread (if any) and Spread Multiplier (if any), and in
each case the other terms applicable to this Note then in effect and, if
determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date with respect
to this Note. Except as described herein with respect to this Note earning
interest at floating rates, no notice of the applicable interest rate,
Spread (if any) or Spread Multiplier (if any) shall be sent to the
beneficial owner of this Note.
Unless otherwise specified in the records of the Company with
respect to this Note, the "Calculation Date", if applicable, pertaining to
any Interest Determination Date will be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.
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<PAGE>
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading
below.
Determination of CD Rate. If the Base Rate is CD Rate, as
indicated on the face hereof, the interest rate shall equal (a) the rate on
the Interest Determination Date specified on the face hereof for negotiable
certificates of deposit having the Index Maturity specified on the face
hereof (1) as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates" or any
successor publication of the Board of Governors of the Federal Reserve
System (the "H.15(519)"), under the heading "CDs (Secondary Market)" or (2)
if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" (the "Composite Quotations") under the heading
"Certificates of Deposit" or (b) if neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, the arithmetic
mean as calculated by the Calculation Agent of the secondary market offered
rates as of 10:00 A.M., New York City time, on such Interest Determination
Date of three leading nonbank dealers in negotiable U.S. Dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity (as specified on the face hereof) in a denomination of $5,000,000,
in each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specific on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however,
that if such dealers are not quoting as mentioned above, the interest rate
in effect hereon until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates shall be the
rate in effect hereon on such Interest Determination Date.
Determination of CMT Rate. If the Base Rate is the CMT Rate, as
indicated on the face hereof, the interest rate shall equal (i) the rate
displayed on the Designated CMT Telerate Page (as defined herein) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Mondays Approximately 3:45 p.m." under the column for
the Designated CMT Maturity Index (as defined herein) for (a) if the
Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (b) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified in the Floating Interest Rate
Notice, for the week or month, as applicable, ended immediately preceding
the week in which the related Interest Rate Determination Date occurs. If
such rate is no longer displayed on the relevant page or is not displayed
by 3:00 P.M., New York City time, on the related Calculation Date (as
defined below), then the CMT on such Interest Determination Date shall be
such treasury constant maturity rate for the Designated CMT Maturity Index
as published in H.15(519). If such rate is no longer published or is not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such Interest Determination Date shall be such
treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index)
for the Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and published in H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate on the Interest
Determination Date will be calculated by the Calculation Agent and will be
a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M.. New York City
time, on such Interest Determination Date reported, according
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<PAGE>
to their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer ") in The City of New York
selected by the Calculation Agent, after consultation with the Company
(from five such Reference Dealers selected by the Calculation Agent, after
consultation with the Company, and eliminating the highest quotation (or in
the event of equality, one of the highest) and the lowest quotation (or in
the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes ") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of 3:30 P.M., New York City time, on such
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent,
after consultation with the Company, and eliminating the highest quotation
(or in the event of equality, one of the highest) and the lowest quotation
(or in the event of equality, one of the lowest)), for Treasury Notes with
an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closes to
the Designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate shall be based on the
arithmetic mean of the offer prices obtained and neither the highest nor
the lowest of such quotes will be eliminated; provided, however, that if
fewer than three Reference Dealers so selected by the Calculation Agent,
after consultation with the Company, are quoting, the CMT Rate determined
as of such Interest Determination Date will be the CMT Rate in effect on
such Interest Determination Date. If two Treasury Notes with an original
maturity as described in the second preceding sentence have remaining terms
to maturity equally close to the Designated CMT Maturity Index, the
Calculation Agent, after consultation with the Company, will obtain from
five Reference Dealers quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Maturity Index" shall be the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or
30 years) specified in the applicable Floating Interest Rate Notice with
respect to which the CMT Rate will be calculated and if no such maturity is
specified in the applicable Floating Interest Rate Notice, the Designated
CMT Maturity Index shall be two years.
"Designated CMT Telerate Page" shall be the display on the Dow
Jones Telerate Service on the page specified in the applicable Floating
Interest Rate Notice (or any other page as may replace such page on the
service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519) and if no such page is specified in the
applicable Floating Interest Rate Notice, the Designated CMT Telerate Page
shall be 7052 for the most recent week.
Determination of Commercial Paper Rate. If the Base Rate is
Commercial Paper Rate, as indicated on the face hereof, the interest rate
shall equal (a) the Money Market Yield (as defined herein) on the Interest
Determination Date specified on the face hereof of the rate for commercial
paper having the Index Maturity specified on the face hereof (1) as
published in the H.15(519), under the heading "Commercial Paper
- -Nonfinancial", or (2) if such yield is not so published by 9:00 A.M., New
York City time, on the Calculation Date (as defined below) pertaining to
such Interest Determination Date, then as published in the Composite
Quotations under the heading "Commercial Paper" or (b) if neither of such
yields is published by 3:00 P.M., New York City time, on such Calculation
Date, the Money Market Yield of the arithmetic mean of the offered rates,
as of 11:00 A.M., New York City time on such Interest Determination Date,
of three leading dealers of commercial paper in The City of New York,
selected by
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<PAGE>
the Calculation Agent, for commercial paper of the Index Maturity specified
on the face hereof placed for an industrial issuer whose bond rating is
"AA" or the equivalent, from a nationally recognized rating agency, in each
of the above cases adjusted by the addition or subtraction of the Spread,
if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, that
if such dealers are not quoting as mentioned above, the interest rate in
effect hereon until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates shall be the
rate in effect hereon on such Interest Determination Date.
"Money Market Yield" shall be the yield calculated in accordance
with the following formula:
D x 360
Money Market Yield = ------------------ x 100
360 -- (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Eleventh District Cost of Funds Rate. If the Base
Rate is Eleventh District Cost of Funds Rate, as indicated on the face
hereof, the interest rate shall equal (a) the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such
Interest Determination Date specified on the face hereof (1) as set forth
under the caption "11th District" on Telerate Page 7058 (as defined herein)
as of 11:00 A.M., San Francisco time, on such Interest Determination Date,
or (2) if such rate does not appear on Telerate Page 7058 on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement or (b) if the FHLB of San Francisco fails to announce such
rate for the calendar month next preceding such interest Determination
Date, then the Eleventh District Cost of Funds Rate in effect on such
Interest Determination Date.
"Telerate Page 7058" means the display on the Dow Jones Telerate
Service on such page (or such other page as may replace such page on the
service for the purpose of displaying the Eleventh District Cost of Funds
Rate) for the purpose of displaying the monthly average cost of funds paid
by member institutions of the Eleventh Federal Home Loan Bank District.
Determination of Federal Funds Rate. If the Base Rate is Federal
Funds Rate, as indicated on the face hereof, the interest rate shall equal
(a) the rate on the Interest Determination Date specified on the face
hereof for Federal Funds (1) as published in the H.15(519), under the
heading "Federal Funds (Effective)" or (2) if such rate is not so published
by 9:00 A.M., New York City time, on the Calculation Date (as defined
below) pertaining to such Interest Determination Date, then as published in
the Composite Quotations under the heading "Federal Funds/Effective Rate"
or (b) if neither of such rates is published by 3:00 P.M., New York City
time, on such Calculation Date, the arithmetic mean (as calculated by the
Calculation Agent) of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent as
of 11:00 A.M., New York City time, on such Interest Determination Date, in
each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however,
that if such brokers are not quoting as mentioned above, the interest rate
in effect hereon until the Interest
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<PAGE>
Reset Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect hereon on such
Interest Determination Date.
Determination of LIBOR. If the Base Rate indicated on the face
hereof is LIBOR, the interest rate shall equal the arithmetic mean (as
calculated by the Calculation Agent) of offered rates for deposits in the
Specified Currency for the period of the Index Maturity specified on the
face hereof, commencing on the second London Banking Day prior to the
Interest Reset Date for such Interest Reset Period (a "LIBOR Determination
Date"), which appear on the Designated LIBOR Page at approximately 11:00
a.m., London time, on such LIBOR Determination Date. "Designated LIBOR
Page" means "LIBOR Telerate" which shall be the display designated as
page"3750" on the Dow Jones Telerate Service (or such other page as may
replace page "3750" on such service or such other service as may be
nominated by the British Bankers' Association for the purpose of displaying
the London interbank offered rates of major banks), unless "LIBOR Reuters"
is designated on the face hereof, in which case "Designated LIBOR Page"
means the display designated as "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on such service or
such other service as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank offered rates of major
banks). If at least two such offered rates appear on the Designated LIBOR
Page, "LIBOR" for such Interest Reset Period will be the arithmetic mean of
such offered rates as determined by the Calculation Agent for such LIBOR
Note.
If fewer than two offered rates appear on the Designated LIBOR
Page on such LIBOR Determination Date, the Calculation Agent for such LIBOR
Note will request the principal London offices of each of four major banks
in the London interbank market selected by such Calculation Agent to
provide such Calculation Agent with its offered quotations for deposits in
U.S. dollars for the period of the Specified Index Maturity, commencing on
such Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Determination Date and
in a principal amount equal to an amount of not less than U.S.$1,000,000
that is representative of a single transaction in such market at such time.
If at least two such quotations are provided, "LIBOR" for such Interest
Reset Period will be the arithmetic mean of such quotations. If fewer than
two such quotations are provided, "LIBOR" for such Interest Reset Period
will be the arithmetic mean of rates quoted by three major banks in The
City of New York selected by the Calculation Agent for such LIBOR Note at
approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date for loans in U.S. dollars to leading European banks, for the period of
the specified Index Maturity, commencing on such Interest Reset Date, and
in a principal amount equal to an amount of not less than U.S. $1,000,000
that is representative of a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as aforesaid by
such Calculation Agent are quoting rates as mentioned in this sentence,
"LIBOR" for such Interest Reset Period will be the same as LIBOR for the
immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
Determination of Prime Rate. If the Base Rate is Prime Rate, as
indicated on the face hereof, the interest rate shall equal (a) the rate on
the Interest Determination Date specified on the face hereof for Prime Rate
(1) as published in H.15(519), under the heading "Bank Prime Loan" or (2)
if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as defined below) pertaining to such Interest
Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen USPRIME1
Page (as defined herein) as such bank's prime rate or base lending rate as
in effect for that Interest Determination Date or (b) if fewer than four
such rates appear on the Reuters Screen USPRIME1 Page for the Interest
Determination Date, the Prime Rate will be determined by the Calculation
Agent and will be the arithmetic mean of the prime rates quoted on the
basis of the actual
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number of days in the year divided by a 360-day year as of the close of
business on such Interest Determination Date by at least two of three major
money center banks in The City of New York selected by the Calculation
Agent. If fewer than two such rates are quoted as aforesaid, the Prime Rate
will be determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by one or two, as the case may be,
substitute banks or trust companies organized and doing business under the
laws of the United States, or any State thereof, having total equity
capital of at least U.S. $500,000,000 and being subject to supervision or
examination by federal or state authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the banks
selected as aforesaid are not quoting as set forth above, the Prime Rate
will remain the Prime Rate then in effect on such Interest Determination
Date.
"Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying the prime rate or base rate of major United States banks).
Determination of Treasury Rate. If the Base Rate is Treasury Rate
as indicated on the face hereof, the interest rate shall equal the rate for
the auction held on the Interest Determination Date of direct obligations
of the United States ("Treasury bills") having the Index Maturity shown on
the face hereof as published in the H.15(519), under the heading "Treasury
bills-auction average (investment)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date (as defined below) pertaining
to such Interest Determination Date, the auction average rate (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or, by
multiplication by the Spread Multiplier, if any, specified on the face
hereof. In the event that the results of the auction of Treasury bills
having the Index Maturity shown on the face hereof are not published or
reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or if no such auction is held in a particular week, then
the rate of interest hereon shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity shown on the face hereof,
adjusted by the addition or subtraction of the Spread, if any, specified on
the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the interest rate in effect hereon until the Interest
Reset Date next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect hereon on such
Interest Determination Date.
The Calculation Date pertaining to an Interest Determination Date
shall be the tenth calendar day after such Interest Determination Date or
if any such day is not a Business Day, the next succeeding Business Day.
Initially, The Chase Manhattan Bank shall be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in accordance
with the foregoing and will confirm in writing such calculation to the
Trustee and any Paying Agent immediately after each determination. Neither
the Trustee nor any Paying Agent shall be responsible for any such
calculation. At the request of the Holder hereof the Calculation Agent will
provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate which will become effective as of the next
Interest Reset Date.
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(4) Interest Rate Periods. The Interest Rate Period for this Note
in the Short Term Rate Mode will be determined by the Company as described
below under in paragraph 4 or, if not so determined, shall be the Weekly
Rate Period. The Interest Rate Period for this Note in the Long Term Rate
Mode will be established by the Company upon fifteen (15) days prior notice
to the Remarketing Agent for this Note and the Trustee.
(5) Failure of Remarketing Agent to Announce Interest Rates on the
Notes. In the event that (i) the Remarketing Agent has been removed or has
resigned and no successor has been appointed, or (ii) the Remarketing Agent
has failed to announce the appropriate interest rate, Spread, if any, or
Spread Multiplier, if any, as the case may be, on an Interest Rate
Adjustment Date for whatever reason, or (iii) the appropriate interest
rate, Spread, Spread Multiplier or Interest Rate Period cannot be
determined for whatever reason, this Note shall be automatically converted
to the Weekly Rate Period and the rate of interest hereon shall be equal to
the rate per annum announced by The Chase Manhattan Bank, or such other
nationally recognized bank located in the United States as the Company may
select and notify the Trustee in writing, as its prime lending rate and
such Remarketed Note will be subject to Special Mandatory Repurchase.
(6) Maximum Interest Rate on the Notes. The interest rate on the
Notes shall not exceed the Maximum Rate.
(7) Notice of Interest Rate, Binding Effect. On each Interest Rate
Adjustment Date of this Note, the Remarketing Agent will give the Company
and the Trustee notice in writing (which includes facsimile or appropriate
electronic media) of the interest rate to be borne by this Note for the
following Interest Rate Period. Promptly thereafter, the Trustee will
transmit such information to the Depository in accordance with the
Depository's procedures as in effect from time to time and note such rate
in the records of the Company with respect to this Note. After such
Interest Rate Adjustment Date, any beneficial owner of this Note may
contact the Trustee or the Remarketing Agent in order to be advised of the
applicable interest rate. No notice of the applicable interest rate will be
sent to the beneficial owner of this Note.
The interest rate and other terms of this Note announced by the
Remarketing Agent, absent manifest error, are binding and conclusive upon
the beneficial owner of this Note, the Company and the Trustee.
3. A. Conversion Between Short Term Rate Periods. This Note, if in
a Short Term Rate Period, may be remarketed into the same Interest Rate
Period or converted at the option of the Company to a different Short Term
Rate Period (notwithstanding the determination that the Remarketing Agent
may make as described above in paragraph 2.B(4) on any Interest Rate
Adjustment Date upon receipt by the Remarketing Agent and the Trustee of a
notice, which will be in or promptly confirmed in writing (which includes
facsimile or appropriate electronic media), from the Company (a "Conversion
Notice"), prior to 9:30 A.M., New York City time, or the remarketing of
this Note, whichever later occurs, on such Interest Rate Adjustment Date.
B. Conversion from the Short Term Rate Mode to the Long Term Rate
Mode. This Note, if in the Short Term Rate Mode, may be converted at the
option of the Company to the Long Term Rate Mode on any Interest Rate
Adjustment Date upon receipt not less than fifteen (15) days prior to such
Interest Rate Adjustment Date by the Remarketing Agent and the Trustee of a
Conversion Notice from the Company.
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<PAGE>
C. Conversion Between Long Term Rate Periods or from the Long Term
Rate Mode to the Short Term Rate Mode. This Note, if in a Long Term Rate
Period, may be remarketed in the same Interest Rate Period or converted at
the option of the Company to a different Long Term Rate Period or from the
Long Term Rate Mode to the Short Term Rate Mode on any Interest Rate
Adjustment Date for this Note upon receipt by the Remarketing Agent and the
Trustee for this Note of a Conversion Notice from the Company not less than
fifteen (15) days prior to such Interest Rate Adjustment Date.
D. Conversion Notice. Each Conversion Notice must state the Note
to which it relates and the new Interest Rate Mode (if applicable), the new
Interest Rate Period (which, if not so stated, shall be the Weekly Rate
Period, the date of the applicable conversion (the "Conversion Date") and,
with respect to any Long Term Rate Period, any optional redemption terms
for the Note. If the Company revokes a Conversion Notice or the Remarketing
Agent and the Trustee fail to receive a Conversion Notice from the Company
by the specified date in advance of the Interest Rate Adjustment Date for
this Note, this Note shall be converted automatically to the Weekly Rate
Period. See paragraph 4 below.
E. Revocation or Change of Conversion Notice or Floating Interest
Rate Notice. The Company may, upon written notice (which includes facsimile
or appropriate electronic media) received by the Remarketing Agent and the
Trustee, revoke any Conversion Notice or Floating Interest Rate Notice or
change any Interest Rate Mode or Interest Rate Period or any optional
redemption terms specified in such Conversion Notice or change any Floating
Interest Rate Notice not later than (i) 9:30 A.M., New York City time, on
the Conversion Date with respect to any attempted conversion of this Note
to a Short Term Rate Period, or (ii) 4:00 P.M., New York City time, on the
third Business Day preceding the Conversion Date with respect to any
attempted conversion of this Note to, or establishment of a floating
interest rate for, a Long Term Rate Period.
4. Unless otherwise specified in the records of the Company with
respect to this Note, if this Note is bearing interest at the Initial
Interest Rate or in the Short Term Rate Mode or the Long Term Rate Mode, it
will automatically be tendered for purchase, or deemed tendered for
purchase by the beneficial owner hereof, on each Interest Rate Adjustment
Date relating hereto and, if successfully remarketed, repurchased or
redeemed on such date, the tendering holder of this Note will not be
entitled to further accrued interest with respect hereto after such date.
This Note will be purchased on such Interest Rate Adjustment Date as
described below.
5. When this Note is tendered for remarketing, the Remarketing
Agent will use its reasonable efforts to remarket this Note on behalf of
the beneficial owner hereof at a price equal to 100% of the principal
amount hereof. The Remarketing Agent may purchase this Note for its own
account in a remarketing, but will not be obligated to do so. The Company
may offer to purchase this Note in a remarketing, provided that the
interest rate established with respect to this Note in such remarketing is
not different from the interest rate that would have been established if
the Company had not purchased this Note. This Note shall not be included in
a remarketing if the Company shall have given a notice of redemption to the
Remarketing Agent and the Trustee.
In connection with the remarketing of this Note into a Short Term
Rate Period on the next Interest Rate Adjustment Date for this Note, by
12:00 P.M., New York City time, on such Interest Rate Adjustment Date for
this Note, the Remarketing Agent will determine the interest rate hereon to
the nearest one hundred-thousandth (0.00001) of one percent per annum for
the next Interest Rate Period.
In connection with the remarketing of this Note into a Long Term
Rate Period on the next Interest Rate Adjustment Date for this Note, by
4:00 P.M., New York City time, on the third Business Day
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preceding such Interest Rate Adjustment Date, the Remarketing Agent will
determine the interest rate for this Note to the nearest one
hundred-thousandth (0.00001) of one percent per annum for the next Interest
Rate Period; provided that, if for any reason the Remarketing Agent is
unable to determine such interest rate by such time, the next Interest Rate
Period for this Note shall be a Weekly Rate Period or such other Short Term
Rate Period as the Company may determine by 9:30 A.M., New York City time,
on such Interest Rate Adjustment Date.
In determining the applicable interest rate for this Note and
other terms, the Remarketing Agent will, after taking into account market
conditions as reflected in the prevailing yields on fixed and variable rate
taxable debt securities, (i) consider the principal amount of all Notes
tendered or to be tendered on such date and the principal amount of such
Notes prospective purchasers are or may be willing to purchase and (ii)
contact, by telephone or otherwise, prospective purchasers and ascertain
the interest rates therefore at which they would be willing to hold or
purchase such Notes.
By 12:30 P.M., New York City time, on each Interest Rate
Adjustment Date, the Remarketing Agent will notify the Company and the
Trustee in writing (which includes facsimile or appropriate electronic
media) of (i) the interest rate or, in the case of a floating interest
rate, the initial interest rate, the Spread and Spread Multiplier and the
Initial Interest Reset Date, and in each case the Interest Rate Adjustment
Date applicable to this Note for the next Interest Rate Period, (ii) the
Interest Payment Dates (in the case of remarketing into the Long Term Rate
Mode), (iii) the aggregate principal amount of all Notes tendered for
remarketing on such date, (iv) the aggregate principal amount of such
tendered Notes which the Remarketing Agent was able to remarket, at a price
equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, and (v) such other information as the Trustee may require
for settlement purposes. Promptly thereafter, the Trustee will transmit to
the Depository such information as the Depository may require in accordance
with the Depository's procedures as in effect from time to time.
By telephone at approximately 1:00 P.M., New York City time, on
such Interest Rate Adjustment Date, the Remarketing Agent will advise the
purchaser of this Note (or the DTC Participant of each such purchaser who
it is expected in turn will advise such purchaser) of the principal amount
that such purchaser is to purchase.
The purchaser of this Note in a remarketing will be required to
give instructions to its DTC Participant to pay the purchase price therefor
in same day funds to the account of the Remarketing Agent by 3:00 P.M., New
York City time, on the Interest Rate Adjustment Date pending delivery of
the principal amount of this Note by book-entry through the Depository by
the close of business on the Interest Rate Adjustment Date. The Remarketing
Agent will make or cause to be made payment of such amount to the Trustee.
When tendered, or deemed tendered, this Note will be automatically
delivered to the account of the Trustee, by book-entry through the
Depository pending payment of the purchase price or redemption price for
this Note, on the Interest Rate Adjustment Date relating hereto.
Subject to receipt of funds from the purchaser or the Company, as
the case may be, the Trustee will make payment to the Depository, which
will make payment to the DTC Participant of the tendering beneficial owner
hereof subject to a remarketing, by book-entry through the Depository by
the close of business on the related Interest Rate Adjustment Date against
delivery through the Depository of the beneficial owner's tendered Note,
of: (i) the purchase price for this Note, and (ii) if this Note was
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purchased pursuant to a Special Mandatory Purchase, the purchase price for
this Note plus accrued interest, if any, to such date.
The transactions described above for a remarketing of this Note
will be executed on each Interest Rate Adjustment Date for this Note
through the Depository in accordance with the procedures of the Depository,
and the accounts of the respective DTC Participants will be debited and
credited and this Note will be delivered by book-entry as necessary to
effect the purchases and sales hereof, in each case as determined in the
related remarketing.
Except as set forth below, the purchase price for this Note to the
tendering beneficial owner shall be paid solely out of the proceeds
received from a purchaser of this Note in such remarketing, and neither the
Remarketing Agent, the Trustee nor the Company will be obligated to provide
funds to make payment upon any beneficial owner's tender of this Note in a
remarketing.
The settlement and remarketing procedures described above,
including the notice provisions and provisions for payment by purchasers of
this Note or for payment to the selling beneficial owners of this Note, may
be modified to the extent required by the Depository. In addition, the
Remarketing Agent may modify the settlement and remarketing procedures set
forth above in order to facilitate the settlement and remarketing process.
As long as the Depository's nominee holds the certificates
representing this Note in the book-entry system of the Depository, no
certificates for this Note will be delivered by any selling beneficial
owner to reflect any transfer of this Note effected in any remarketing.
Failed Remarketing. By 12:15 P.M., New York City time, on any
Interest Rate Adjustment Date for this Note, the Remarketing Agent will
notify the Trustee and the Company by telephone, confirmed in writing
(which includes facsimile or appropriate electronic media), if it was
unable to remarket this Note at a price equal to 100% of the principal
amount hereof on such date. Such notice will constitute a demand on the
Company to purchase this Note at a price equal to the outstanding principal
amount hereof. The Company thereupon will pay the outstanding principal
amount of this Note plus all accrued and unpaid interest, if any, on this
Note to such Interest Rate Adjustment Date. Payment of the principal amount
of this Note and payment of accrued and unpaid interest, if any, thereon
under the circumstances contemplated in this paragraph by the Company shall
be made by deposit of same-day funds with the Trustee by 3:00 P.M., New
York City time, on the related Interest Rate Adjustment Date.
6. Payments [in U.S. Dollars] of interest (other than interest
payable at Stated Maturity or upon earlier redemption or repayment) will be
made by mailing a check to the Holder at the address of the Holder
appearing on the Debt Security Register (as defined in the Indenture) on
the applicable Record Date. [Notwithstanding the foregoing, a Holder of
U.S. $10,000,000 or more in aggregate principal amount of Notes of like
tenor and terms (or a holder of the equivalent thereof in a Specified
Currency other than U.S. Dollars as determined by the Exchange Rate Agent
on the basis of the Market Exchange Rate (as defined below)) shall be
entitled to receive such payments in U.S. Dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions
have been received in writing by the Company's Paying Agent not less than
15 days prior to the applicable Interest Payment Date. Simultaneously with
any election by the Holder hereof to receive payments in a Specified
Currency other than U.S. Dollars (by written request to the Paying Agent as
provided above), such Holder shall provide appropriate payment instructions
to such Paying Agent and all such payments will be made in immediately
available funds to an account maintained by the payee with a bank located
outside the United States.] Principal and any premium and interest payable
at Stated Maturity or upon earlier
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redemption or repayment will be paid upon surrender of such Note at the
office of the Paying Agent in the City of New York or at such other place
or agency as the Company may designate (i) in immediately available funds
or (ii) if appropriate payment instructions have been received in writing
by the Company's Paying Agent not less than 15 days, or such lesser time as
is acceptable to the Paying Agent, prior to the applicable maturity,
redemption or repayment date, by electronic transfer of immediately
available funds.
7. A. Special Mandatory Purchase. If this Note has not been
remarketed by 12:15 P.M., New York City time, on an Interest Rate
Adjustment Date for this Note, it will be purchased by the Company pursuant
to the Special Mandatory Purchase Right. In such event, the Company will
deposit same-day funds with the Trustee irrevocably in trust for the
benefit of the beneficial owners hereof by 3:00 p.m., New York City time,
on such Interest Rate Adjustment Date. Such funds shall be in an amount
sufficient to pay 100% of the principal amount hereof plus accrued and
unpaid interest, if any, thereon. This Note will remain outstanding and
enjoy the benefits of the Indenture until such time as the Company delivers
certificates for this Note to the Trustee for cancellation or otherwise
reflects on the records of the Company with respect to this Note that such
funds have been paid in full.
Failure by the Company to purchase this Note subject to Special
Mandatory Purchase within the time period provided therefor, after written
notice (which includes facsimile or appropriate electronic media) of a
failed remarketing of this Note by the Remarketing Agent on behalf of the
beneficial owners of this Note as provided herein, shall constitute an
Event of Default under the Indenture.
B. Redemption. If specified on the face hereof, this Note may be
redeemed, as a whole or from time to time in part, at the option of the
Company, on not less than 30 nor more than 45 days' prior notice given as
provided in the Indenture, on any Redemption Date(s) and at the related
Redemption Price(s) set forth on the face hereof. If less than all the
Outstanding Notes of any series are to be redeemed, the Company shall give
the Trustee notice at least 45 days in advance of the date fixed for
redemption as to the aggregate principal amount of Outstanding Notes to be
redeemed. Outstanding Notes may be redeemed in part in multiples equal to
the minimum authorized denomination for Outstanding Notes of such Series or
any multiple thereof.
Except in the case of a Special Mandatory Purchase, if this Note
is to be subject to a partial redemption, and as long as the Depository's
nominee holds the certificate representing this Note, the Depository, after
receiving notice of redemption specifying the aggregate principal amount of
Notes that include this Note to be so redeemed, will determine by lot (or
otherwise in accordance with the procedures of the Depository) the
principal amount of such Notes to be redeemed from the account of each DTC
Participant. After making its determination as described above, the
Depository will give notice of such determination to each DTC Participant
from whose account such Notes are to be redeemed. Each such DTC
Participant, upon receipt of such notice, will in turn determine the
principal amount of Notes to be redeemed from the accounts of the
beneficial owners of such Remarketed Notes for which it serves as DTC
Participant, and give notice of such determination to the Remarketing
Agent.
Unless otherwise specified in the records of the Company with
respect to this Note, with respect to redemption on any date other than an
Interest Rate Adjustment Date, notice of redemption shall be given by mail
to the registered owner of this Note, fifteen (15) days prior to the
Redemption Date, all as provided in the Indenture. As provided in the
Indenture, notice of redemption as aforesaid may state that such redemption
shall be conditioned upon the receipt by the Trustee of the redemption
monies on or before the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is
not so received.
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The Company shall not be required to (a) issue, register the
transfer of or exchange Notes of this series during a period beginning at
the opening of business fifteen (15) days before any selection of Notes of
this series to be redeemed and ending at the close of business on the day
of the mailing of the relevant notice of redemption or (b) register the
transfer of or exchange any Notes selected for redemption, in whole or in
part, except the unredeemed portion of any Note being redeemed in part.
In the event of redemption of this Note in part only, a new Note
or Notes of this series, of like tenor, for the unredeemed portion hereof
will be issued in the name of the registered owner hereof upon the
cancellation hereof.
C. Optional Redemption While in the Initial Interest Rate Period.
During the Initial Interest Rate Period, this Note will be subject to
redemption only to the extent provided and upon the terms set forth above
in paragraph 7.B.
D. Optional Redemption on any Interest Rate Adjustment Date. This
Note will be subject to redemption at the option of the Company without
notice to the holder hereof on any Interest Rate Adjustment Date therefor
at a redemption price equal to the principal amount hereof plus accrued and
unpaid interest, if any, to such date.
E. Optional Redemption While This Note is in the Long Term Rate
Mode. So long as this Note bears interest in the Long Term Rate Mode, this
Note is subject to redemption at the option of the Company at the times and
upon the terms specified in the records of the Company with respect to this
Note at the time of conversion to such Long Term Rate Mode.
8. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and
at the Repayment Price(s) indicated on the face hereof. If no such
Repayment Date is set forth on the face hereof, this Note may not be so
repaid at the option of the Holder hereof prior to Stated Maturity. On each
Repayment Date, if any, this Note shall be repayable in whole or in part at
the option of the Holder hereof at the applicable Repayment Price set forth
on the face hereof, together with interest thereon to the date of
repayment. For this Note to be repaid in whole or in part at the option of
the Holder hereof, the Paying Agent in The City of New York must receive
not less than 30 or more than 45 days prior to the Repayment Date (i) the
Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange or The National Association
of Securities Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth the name of the Holder of the Note,
the principal amount of the Note, the certificate number of the Note or a
description of the Note's tenor or terms, the principal amount of the Note
to be prepaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be prepaid with the form
entitled "Option to Elect Repayment" on the reverse of the Note duly
completed will be received by such Paying Agent no later than five Business
Days after the date of such telegram, telex, facsimile transmission or
letter and such Note and form duly completed are received by such Paying
Agent by such fifth Business Day. Exercise of such repayment option shall
be irrevocable. Such option may be exercised by the Holder for less than
that entire principal amount provided that the principal amount remaining
outstanding after repayment is an authorized denomination.
[9. If the Specified Currency is other than U.S. Dollars, unless
the Holder has elected otherwise, payment in respect of this Note shall be
made in U.S. Dollars based upon the Exchange Rate as determined by the
Exchange Rate Agent (initially, The Chase Manhattan Bank) appointed by the
Company for such purpose based on the highest firm bid quotation for U.S.
Dollars received by such
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Exchange Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date (or if no such
rate is quoted on such date the last date on which such rate was quoted),
from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of
which may be the Exchange Rate Agent) for the purchase by the quoting
dealer for settlement on such payment date of the aggregate amount of the
Specified Currency payable on such payment date in respect of all Notes
denominated in such Specified Currency. All currency exchange costs will be
borne by the Holders of such Notes by deductions from such payments. If no
such bid quotations are available, payments will be made in the Specified
Currency unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the
Company's control, in which case the Company will be entitled to make
payments in respect hereof in U.S. Dollars as provided below.
Except as set forth below, if payment on a Note is required to be
made in a Specified Currency other than U.S. Dollars and such currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments due on that due date with respect to such Note
shall be made in U.S. Dollars. The amounts so payable on any date in such
Specified Currency shall be converted into U.S. Dollars at a rate
determined by the Exchange Rate Agent on the basis of the most recently
available noon buying rate for cable transfers in The City of New York as
determined by the Federal Reserve Bank of New York (the "Market Exchange
Rate").
Subject to the provisions described below, the ECU in which a Note
may be denominated or may be payable is the same as the ECU that is from
time to time used as the unit of account of the European Community ("EC").
Changes to the ECU may be made by the European Communities, in which event
the ECU will change accordingly.
Under Article 109G of the treaty establishing the EC, as amended
(the "Treaty"), the currency composition of the ECU may not be changed. The
Treaty contemplates that the European monetary union will occur in three
stages, the second of which began on January 1, 1994 with the entry into
force of the Treaty. The Treaty provides that, at the start of the third
stage of European monetary union, the value of the ECU as against the
currencies of the member states participating in the third stage will be
irrevocably fixed, ad the ECU will become a currency in its own right. In
contemplation of that third stage, the EC meeting in Madrid on December 16,
1995 decided that the name of that currency will be the Euro and that, in
accordance with the Treaty, substitution of the Euro for the ECU will be at
the rate of one Euro for one ECU. From the start of the third stage of the
European monetary union, all payments in respect of a Note denominated or
payable in the ECU will be payable in the Euro at the rate then established
in accordance with the Treaty.
With respect to each due date for the payment of principal of,
premium, if any, and interest on, a Note, if, on or prior to such due date,
the ECU is used neither as the unit of account of the EC nor as a currency
in its own right, replacing all or some of the currencies of the member
countries of the EC, the Company or its agent shall (in the case of an
agent, without liability on its part but after consultation with the
Company and having regard to the availability to the Company of the
relevant currency) choose a substitute currency (the "Chosen Currency"),
which shall be a component currency of the ECU or U.S. dollars, in which
all payments to be calculated by reference to or made in ECU due on or
after such due date with respect to a Note shall be made. Notice of the
Chosen Currency so selected shall be mailed to each registered holder of a
Note. The amount of each payment calculated with reference to or made in
such Chosen Currency shall be computed on the basis on the equivalent of
the ECU in that currency
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<PAGE>
determined as described below, as of the fourth Business Day prior to the
date on which such payment is due.
On or about the first Business Day following the day on which the
ECU is used neither as the unit of account of the EC nor as a currency in
its own right, replacing all or some of the currencies of the member
countries of the EC, the Company or its agent shall (in the case of an
agent, without liability on its part but after consultation with the
Company and having regard to the availability to the Company of the
relevant currency) choose a Chosen Currency in which all payments to be
calculated by reference to or made in ECU with respect to a Note having a
due date prior thereto but not yet presented for payment are to be made.
The amount of each payment calculated with reference to or made in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU
in that currency, determined as described below, as of such first Business
Day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Date of Valuation") shall be determined by the Exchange Rate
Agent on the following basis. The amounts and components composing the ECU
for this purpose (the "Components") shall be the amounts and components
which composed the ECU as of the last date on which the ECU was used as the
unit of account of the EC. The equivalent of the ECU in the Chosen Currency
shall be calculated by, first, aggregating the U.S. dollar equivalents of
the Components; and then, in the case of a Chosen Currency other than U.S.
dollars, using the rate used for determining the U.S. dollar equivalent of
the Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be
determined by the Exchange Rate Agent on the basis of the middle spot
delivery quotations prevailing at 2:30 p.m., Brussels time, on the Day of
Valuation, as obtained by the Exchange Rate Agent from one or more major
banks, as selected by the Company or its agent, in the country of issue of
the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent, shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf,
provided that such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation. If such most
recent quotations were so prevailing more than two Business Days in the
country of issue before such Day of Valuation, the Exchange Rate Agent
shall determine the U.S. dollar equivalent of such Component on the basis
of cross rates derived from the middle spot delivery quotations for such
component currency and for the U.S. dollar prevailing at 2:30 p.m.,
Brussels time, on such Day of Valuation, as obtained by or on behalf of,
the Exchange Rate Agent, from one or more major banks, as selected by the
Company or its agents, in a country other than the country of issue of such
component currency. Notwithstanding the foregoing, the Exchange Rate Agent
shall determine the U.S. dollar equivalent of such Component on the basis
of such cross rates if the Company or such agent judges that the equivalent
so calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph. Unless
otherwise specified by the Company or its agent, if there is more than one
market for dealing in any component currency by reason of foreign exchange
regulations or for any other reason, the market to be referred to in
respect of such currency shall be that upon which a non-resident issuer of
notes denominated in such currency would purchase such currency in order to
make payments in respect of such notes.
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<PAGE>
If the official unit of any component currency is altered by way
of combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
components currencies expressed in such single currency. If any component
currency is divided into two or more currencies, the amount of that
currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall have a value at the time of the division
equal to the amount of the former component currency divided by the number
of currencies into which that currency was divided.
If, pursuant to the Treaty, all or some of the currencies of the
member countries of the EC are replaced by the Euro, the payment of
principal of, or interest on, a Note denominated in such currency shall be
effected in Euro in conformity with legally applicable measures taken
pursuant to, or by virtue of, the Treaty.
All determinations referred to above of the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and,
in the absence of manifest error, shall be conclusive for all purposes and
binding upon the Holders of the Notes and the Trustee and the Exchange Rate
Agent shall have no liability therefor.]
10. If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all of the Notes and the interest
accrued thereon, if any, may be declared due and payable in the manner and
with the effect provided in the Indenture. If the principal of any Original
Issue Discount Note is declared to be due and payable, the amount of
principal due and payable with respect to such Note shall be limited to the
sum of the aggregate principal amount of such Note multiplied by the Issue
Price (expressed as a percentage of the aggregate principal amount) plus
the original issue discount accrued from the date of issue to the date of
declaration, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in
effect on the date of declaration. An Original Issue Discount Note is (i) a
Note, including any zero-coupon Note, which has a stated redemption price
at maturity that exceeds its Issue Price by at least 0.25% of its Principal
Amount, multiplied by the number of full years from the Original Issue Date
to the Maturity Date for such Note and (ii) any other Note designated by
the Company as issued with an original issue discount for United States
federal income tax purposes.
11. With the consent of the Holders of greater than 50% in
aggregate principal amount of the Outstanding Notes of each series affected
by such supplemental indenture, the Company and the Trustee may enter into
an indenture or indentures supplemental to the Indenture for the purpose of
adding any provisions to or changing the provisions of the Indenture or any
supplement thereto or of modifying in any manner the rights of the Holders
of the Notes of each series under the Indenture; provided, however, that no
such supplemental indenture shall, (a) extend the time or terms of payment
of the principal at maturity of, or the interest on, any such series of
Notes, or reduce principal or premium or the rate of interest, or make the
principal or interest or premium payable in any currency other than that
provided in the Notes, without the consent of the Holder of each
Outstanding Note affected thereby, or (b) without the consent of all of the
Holders of any series of Notes then outstanding, reduce the percentage of
Notes of any such series, the Holders of which are required to consent (i)
to any such supplemental indenture, (ii) to rescind and annul a declaration
that the Notes of any series are due and payable as a result of the
occurrence of an Event of Default, (iii) to waive any past Event of Default
under the Indenture and its consequences and (iv) to waive compliance with
certain other provisions contained in the Indenture.
-23-
<PAGE>
The Company and the Trustee may enter into an indenture or
indentures supplemental to the Indenture without the consent of the Holders
for limited purposes specified in the Indenture.
The Holders of greater than 50% in aggregate principal amount of
the Outstanding Notes may on behalf of the Holders of all the Notes waive
any past default or Event of Default under the Indenture and its
consequences except a default in the payment of principal of or premium, if
any, or interest on the Notes. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
12. Notwithstanding any other provision in this Note or the
Indenture, the Holder of this Note shall have the rights, which are
absolute and unconditional, to receive payment of the principal of,
premium, if any, and interest, if any, on such Note on the respective
Stated Maturities expressed in such Note (or in the case of redemption or
repayment, on the date for redemption or repayment, as the case may be) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.
13. The authorized denominations of Notes denominated in U.S.
Dollars will be U.S. $100,000 and any larger amount that is an integral
multiple of U.S. $1,000. The authorized denominations of the Notes
denominated in a currency other than U.S. Dollars will be as set forth on
the face hereof.
14. Notes to be exchanged shall be surrendered at any office or
agency maintained by the Company for such purpose, and the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor
the Notes which the Holder making the exchange shall be entitled to
receive. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Note is registrable at the Debt
Security Registrar (as defined in the Indenture), maintained by the Company
for this series (initially, The Chase Manhattan Bank). Upon due presentment
for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note or Notes of
authorized denominations for an equal aggregate principal amount. Such new
Note or Notes will be delivered at the office of the Debt Security
Registrar in The City of New York, or mailed, at the request, risk and
expense of the transferee or transferees, to the address or addresses shown
in the Debt Security Register for such transferee or transferees.
All Notes presented to a Debt Security Registrar for registration
of transfer shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company
and such Debt Security Registrar duly executed by the registered Holder or
his attorney duly authorized in writing.
No service charge shall be made for any exchange or registration
of transfer of Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Company shall not be required to issue, exchange or register a
transfer of (a) any Notes of any series for a period of 15 days next
preceding the mailing of a notice of redemption of Notes of such series and
ending at the close of business on the day of the mailing of a notice of
redemption of Notes of
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<PAGE>
such series so selected for redemption, or (b) any Notes selected, called
or being called for redemption except, in the case of any Notes to be
redeemed in part, the portion thereof not so to be redeemed.
Prior to due presentment of a Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name a Note is registered as the owner hereof for
all purposes whether or not such Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
15. Certain of the Company's obligations under the Indenture with
respect to Notes of any series may be terminated if the Company irrevocably
deposits with the Trustee money or eligible instruments sufficient to pay
and discharge the entire indebtedness on all Notes of such series, as
described in the Indenture.
16. Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
17. The Indenture, the Notes and any coupons pertaining hereto
shall be construed in accordance with and governed by the laws of the State
of New York.
-25-
<PAGE>
-------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion hereof specified below)
pursuant to its terms at a price equal to the applicable Repayment Price
thereof together with interest to the Repayment Date, to the undersigned at
____________________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF THE UNDERSIGNED)
If less than the entire principal amount of the within Note is to
be repaid, specify the portion thereof which the Holder elects to have
repaid ______________; and specify the denomination or denominations (which
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid): ______________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Date:______________________ __________________________________________
-26-
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-1 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-2 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-3 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-4 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-5 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-6 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-7 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-8 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-9 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-10 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-11 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-12 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-13 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-14 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-15 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-16 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-17 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-18 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-19 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-20 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-21 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-22 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-23 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-24 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
<PAGE>
EXHIBIT ___
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( THE "DEPOSITORY"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO THE NOMINEE OF
THE DEPOSITORY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITORY, HAS AN INTEREST
HEREIN.]
REGISTERED REGISTERED
JOHNSON CONTROLS, INC.
MEDIUM-TERM NOTE, Series D
RM No. R-25 CUSIP __________
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE DESIGNATED METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
REMARKETED NOTE
Original Issue Date: Initial Interest Rate:
Interest Accrual Date: Index Maturity:
Issue Price: Base Rate:
Principal Amount: Interest Reset Period(s):
Maturity Date: Interest Reset Date(s):
Interest Payment Period: Spread (plus or minus):
Interest Payment Dates: Spread Multiplier:
Total Amount of OID: Maximum Interest Rate:
Yield to Maturity: Minimum Interest Rate:
Initial Accrual Period OID: Initial Redemption Date(s):
Repayment Date(s): Initial Redemption Price(s):
Repayment Price(s): Remarketing Agent:
Other Terms:
[Face Amount Currency:] [Designated Exchange Rate:]
[Optional Payment Currency:] [Optional Exchange Rate:]
[Note: Bracketed material shall be included only if applicable. All
references to foreign currencies shall be deleted from any Note that is
held by Depository Trust Company as a book-entry note.]
Agency Agreement
----------------
AGREEMENT, dated as of December 2, 1997 between Johnson Controls,
Inc., a Wisconsin corporation (the "Company"), and The Chase Manhattan
Bank, a New York corporation ("Chase Manhattan").
WITNESSETH:
WHEREAS, the Company and Chase Manhattan Bank Delaware (the
"Trustee") have entered into an indenture, dated as of February 22, 1995
(the "Indenture"), with respect to the Company's unsecured debentures,
notes or other evidences of indebtedness, to be issued in one or more
series; and
WHEREAS, the Company proposes to issue from time to time up to
$500,000,000 in aggregate principal amount of its medium-term notes under
the Indenture, with such notes to be sold pursuant to a selling agency
agreement, dated December 2, 1997, between the Company and BancAmerica
Robertson Stephens, First Chicago Capital Markets, Inc., Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Morgan Stanley Dean Witter and
NationsBanc Montgomery Securities, Inc. (the "Selling Agency Agreement");
and
WHEREAS, pursuant to Section 5.02 of the Indenture the Company
desires to appoint Chase Manhattan as the office or agency of the Company
in the Borough of Manhattan, The City of New York, where Debt Securities
having a Place of Payment (as defined in the Indenture) therein may be
presented or surrendered for payment and surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Company
in respect of the Debt Securities or of the Indenture may be served; and
<PAGE>
WHEREAS, the Company desires Chase Manhattan to act as Issuing,
Exchange Rate and Calculation Agent for the Debt Securities;
NOW, THEREFORE, pursuant to Section 5.02 and 3.06 of the Indenture
and in consideration of the covenants herein contained, it is agreed as
follows (words and phrases not otherwise defined in this Agreement having
the definitions given thereto in the Indenture):
1. (a) Pursuant to Section 5.02 of the Indenture, the Company hereby
appoints Chase Manhattan at its Corporate Trust Office in the Borough of
Manhattan, The City of New York, as the office or agency of the Company in
the Borough of Manhattan, The City of New York, where Debt Securities
having a Place of Payment therein may be presented or surrendered for
payment and surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Company in respect of the Debt
Securities or of the Indenture may be served. The Company further appoints
Chase Manhattan at said Corporate Trust Office as Security Registrar under
the Indenture for the Debt Securities and the Security Register for the
Debt Securities shall be maintained thereat. The Company further appoints
Chase Manhattan Issuing, Exchange Rate and Calculation Agent for the Debt
Securities.
(b) Chase Manhattan accepts its appointments as provided
for in the preceding paragraph.
(c) Either the Company or Chase Manhattan may terminate
such appointments of Chase Manhattan, or any of them, at any time by giving
the other 30 days written notice thereof to Chase Manhattan at 450 West
33rd Street, 15th Floor, New York, New York 10001. Such notice, if by Chase
Manhattan, shall be signed by a Vice President, Senior Trust
-2-
<PAGE>
Officer or a Trust Officer, and if by the Company by its President, a Vice
President, its General Counsel, its Secretary, or its Treasurer.
(d) As evidence of such appointments, the Company hereby
delivers to Chase Manhattan certified resolutions of its Board of Directors
(or committee thereof) providing for such appointments.
(e) In performing its duties and obligations hereunder,
Chase Manhattan shall not be liable except for its own negligence or
willful misconduct. Chase Manhattan undertakes to perform such duties and
only such duties as are specifically set forth herein, in the Indenture and
in Exhibit A, entitled "Medium-Term Note Administrative Procedures", to the
Selling Agency Agreement ("Exhibit A"), and no implied covenants shall be
read into the Indenture, this Agreement or the Selling Agency Agreement
against Chase Manhattan. Anything herein, in the Indenture or in the
Selling Agency Agreement to the contrary notwithstanding, in no event shall
Chase Manhattan be liable for special, indirect or consequential loss or
damage of any kind whatsoever.
2. (a) As a Paying Agent, Chase Manhattan is authorized to make
payment of the principal of and premium (if any) and interest on the Debt
Securities in accordance with the provisions of the Indenture and the Debt
Securities either out of funds deposited by the Company with Chase
Manhattan or by the Company's credit to Chase Manhattan's account of
amounts paid by Chase Manhattan upon presentation of such Debt Securities,
but shall have no obligation to advance its own funds in connection with
the performance of its duties and obligations hereunder.
-3-
<PAGE>
(b) Any moneys received by Chase Manhattan under this
Section shall, until used or applied as provided in the Indenture, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. Chase
Manhattan shall not be liable for interest on any such moneys held by it
under this Agreement. Chase Manhattan may at any time, and shall at the
written request of the Trustee signed by one of its Vice Presidents, Senior
Trust Officers or Trust Officers, pay over part or all of such moneys to
the Trustee to be held by the Trustee on the same trusts as they were held
by Chase Manhattan, in which event Chase Manhattan will be relieved of all
further responsibility in respect of moneys so paid over.
(c) In all cases of redemption of Debt Securities
pursuant to the Indenture, the Company shall give or cause to be given to
Chase Manhattan written notice thereof including, in case only a portion of
the Debt Securities is to be redeemed, the numbers of Debt Securities
selected for redemption and, in case any Security is to be redeemed in part
only, the portion of the principal amount thereof to be redeemed on or
before the date of mailing the notice of redemption. The Company agrees to
give Chase Manhattan notice at least 60 days (or such shorter period
acceptable to Chase Manhattan) in advance of the date fixed for redemption.
3. As Security Registrar, Chase Manhattan is authorized to
register in accordance with Section 3.06 of the Indenture, the transfer of
and to exchange Debt Securities presented to it for such purposes and to
register in accordance with Section 3.07 of the Indenture Debt Securities
in substitution of mutilated, destroyed, lost or stolen Debt Securities and
to deliver new Debt Securities authenticated by it as authenticating agent
of the Trustee for a like
-4-
<PAGE>
aggregate principal amount, provided, however, Chase Manhattan may refuse
to register the transfer of or to exchange Debt Securities or to register
such substituted Debt Securities until it is satisfied that such transfer,
exchange or registration is legally in order. The Company will indemnify
Chase Manhattan and hold it harmless for its refusal in good faith to
register the transfer of or to exchange or to substitute Debt Securities
which it in its judgment deems improper or unauthorized.
4. Chase Manhattan, as Paying Agent and Security Registrar of the
Company, is hereby authorized and directed by the Company to cancel any
Security surrendered for payment, redemption, registration of transfer, or
exchange and to request the Trustee or its authenticating agent (so long as
such request is accompanied by such cancelled Security(ies) together with
the Security(ies) to be issued due to such payment, redemption,
registration of transfer, or exchange in an aggregate principal amount
equal to the unpaid aggregate principal amount of such cancelled Debt
Securities) to authenticate the new Debt Securities in the names and
denominations so delivered to the Trustee or said authenticating agent, and
Chase Manhattan shall then deliver such authenticated Debt Securities when
received from the Trustee or said authenticating agent to the Persons
entitled thereto.
5. Chase Manhattan, as Issuing Agent of the Company, is hereby
authorized and directed by the Company, upon receipt of written
instructions from a representative of the Company listed in Section 9 of
this Agreement regarding the completion and delivery of some or all of the
Debt Securities, (i) to complete Debt Securities as specified in such
instructions, (ii) to cause each such Security to be manually authenticated
by any authorized officer of Chase Manhattan, as Authenticating Agent of
the Trustee, and (iii) to deliver each Security as
-5-
<PAGE>
instructed. Instructions pursuant to this Section 5 with regard to the
issuance of Debt Securities (i) shall include the information necessary to
complete the Debt Securities so as to fully and accurately set forth the
terms of the Debt Securities and to indicate when, how and to whom the Debt
Securities are to be delivered, (ii) shall constitute a continuing
representation and warranty to Chase Manhattan by the Company that the
issuance and delivery of the Debt Securities has been duly and validly
authorized by the Company and that the Debt Securities, when completed,
authenticated and delivered pursuant to such instructions, will constitute
the legal, valid and binding obligations of the Company and (iii) must be
received by Chase Manhattan not later than 3:00 p.m., New York City time,
on the Business Day preceding the date on which delivery of the Debt
Securities is to occur.
6. Chase Manhattan, as Exchange Rate Agent of the Company, is
hereby authorized and directed by the Company, in the event the currency
for a Debt Security is denominated in other than U.S. dollars (the
"Specified Currency"), to determine the exchange rate for converting all
payments in respect of such Security in U.S. dollars based on the highest
firm bid quotations for U.S. dollars received by Chase Manhattan, as
Exchange Rate Agent, at approximately 11:00 a.m., New York City time, on
the second Business Day preceding the applicable payment date (or, if no
such rate is quoted on such date, the last date on which such rate was
quoted) from three recognized foreign exchange dealers in the City of New
York selected by Chase Manhattan, as Exchange Rate Agent, and approved by
the Company (one of which may be Chase Manhattan) for the purchase by the
quoting dealer, for settlement on such payment date, of the aggregate
amount of the Specified Currency payable on such payment date in respect of
all Debt Securities denominated in such Specified Currency.
-6-
<PAGE>
7. Chase Manhattan, as Calculation Agent, is hereby authorized and
directed by the Company, to determine and disclose the interest rate and
other information for the Debt Securities as provided for in the applicable
Security.
8. (a) The Company agrees to (i) to pay Chase Manhattan from time
to time reasonable compensation, as agreed between the Company and Chase
Manhattan, for all services rendered by it as Paying Agent, Security
Registrar, Issuing Agent, Exchange Rate Agent, Calculation Agent and as the
office or agency of the Company in the Borough of Manhattan, The City of
New York, where the Debt Securities may be presented for registration of
transfer, exchange, or redemption, (ii) to reimburse Chase Manhattan upon
its request for all reasonable expenses, disbursements and advances
incurred or made by it in the capacities specified in (i) above, including
the reasonable compensation and the expenses and disbursements of its
counsel, except any such expense, disbursement or advance as may be
attributable to Chase Manhattan's negligence or bad faith, and (iii) to
indemnify Chase Manhattan for, and to hold it harmless against, any loss
claim, liability or expense incurred without negligence or bad faith on
Chase Manhattan's part, arising out of or in connection with the
administration of its duties in the capacities specified in (i) above,
including the cost and expense of defending itself against any such claim
or liability.
(b) The Company agrees to indemnify, protect and hold
Chase Manhattan harmless from and against any and all loss, claim,
liability or expense (including without limitation thereto reasonable
compensation and the expenses and disbursements of its counsel) resulting
from any act, omission, delay or refusal by it in reliance upon (i) written
advice of counsel, (ii) instruction, request or order from the Company or
(iii) any Security, notice,
-7-
<PAGE>
direction, consent, certificate, affidavit, endorsement, assignment,
statement or other paper or document believed by it to be genuine and
signed or presented by the proper party or parties, or resulting from
accepting any Debt Securities or effecting any registration or transfer of
Debt Securities, except in each case any such loss, liability or expense as
may be attributable to Chase Manhattan's negligence or bad faith.
(c) In acting under this Agreement and in connection with
the Debt Securities, Chase Manhattan is acting solely as Agent for the
Company and the Trustee and does not assume any obligation or relationship
of Agency or Trust for or with the holders or the Debt Securities except
its obligations to hold funds in trust pursuant to Section 2 of this
Agreement.
9. Chase Manhattan is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties and it shall not be liable for
any action taken or omitted by it in good faith or in accordance with the
instructions of any such officer.
10. Chase Manhattan shall, in accordance with Section 3.10 of the
Indenture, deliver to the Trustee for cancellation all Debt Securities
surrendered to Chase Manhattan for payment, redemption, registration of
transfer or exchange.
11. The Company shall mail or cause to be mailed to Chase
Manhattan a copy of all communications sent to the holders of the Debt
Securities not later than the date such communication is mailed to such
holders. The Company agrees to furnish Chase Manhattan
-8-
<PAGE>
with an executed counterpart of each supplemental indenture to the
Indenture within 5 days of the date of execution of any such supplemental
indenture.
12. Simultaneously with entering into this Agreement Chase
Manhattan shall enter into an agreement with the Trustee accepting its
appointment as Authenticating Agent of the Trustee and as required by
Section 8.14 of the Indenture.
13. Chase Manhattan shall have the rights, duties, and immunities
set forth in Sections 3.09, 5.04, 6.02(c) and 8.04 of the Indenture to the
same extent as though such Sections had been set forth herein at length.
14. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.
15. This Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original, but
all such counterparts shall constitute but one and the same instrument.
-9-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed and their respective corporate seals to be hereunto
duly affixed and attested by their respective officers thereunto duly
authorized, all as of the day and year first above written.
JOHNSON CONTROLS, INC.
By: /s/ Ben Bastianen
---------------------
Title: Treasurer
Attest: /s/ John Kennedy
--------------------
Title: Secretary
THE CHASE MANHATTAN BANK
By: /s/ Vernon Wiltshire
-------------------------
Title: Senior Trust Officer
Attest: /s/ Rick Sull
- --------------------------
Title: Trust Officer
-10-
