Johnson Controls, Inc. and U.S. Bank National Association, as Purchase Contract Agent, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of March 16, 2009Purchase Contract and Pledge Agreement • March 16th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 16, 2009, among Johnson Controls, Inc., a Wisconsin corporation (the “Company”), U.S. Bank National Association, a national banking association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and U.S. Bank National Association, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
JOHNSON CONTROLS, INC. and as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of March 16, 2009Johnson Controls Inc • March 16th, 2009 • Public bldg & related furniture • New York
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of March 16, 2009 (the “Supplemental Indenture No. 1”), between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of March 16, 2009 between the Company and the Trustee, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by this Supplemental Indenture No. 1, shall be referred to herein as the “Indenture.”
FORM OF REMARKETING AGREEMENTRemarketing Agreement • March 16th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York
This Agreement is dated as of [•] (the “Agreement”) by and among Johnson Controls, Inc., a Wisconsin corporation (the “Company”), [ ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).
