exv4w1






Exhibit 4.1




JOHNSON CONTROLS, INC.




as Issuer




and




U.S. BANK NATIONAL ASSOCIATION




as Trustee




 





Supplemental Indenture




Dated as of March 16, 2009




Supplemental to Indenture dated as of January 17, 2006




 





6.50% Convertible Senior Notes due 2012














 








TABLE OF CONTENTS




	 	 	 	 	 
	Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	2	 
	Section 1.01 Scope of Supplemental Indenture
	 	 	2	 
	Section 1.02 Definitions
	 	 	2	 
	 
	 	 	 	 
	Article 2. THE SECURITIES
	 	 	7	 
	Section 2.01 Title and Terms; Payments
	 	 	7	 
	Section 2.02 Book-Entry Provisions for Global Notes
	 	 	8	 
	Section 2.03 CUSIP Numbers
	 	 	8	 
	Section 2.04 Reporting Requirement
	 	 	8	 
	 
	 	 	 	 
	Article 3. FUNDAMENTAL CHANGES AND PURCHASES THEREUPON
	 	 	9	 
	Section 3.01 Purchase at Option of Holders Upon a Fundamental Change
	 	 	9	 
	Section 3.02 Effect of Fundamental Change Purchase Notice
	 	 	11	 
	Section 3.03 Withdrawal of Fundamental Change Purchase Notice
	 	 	11	 
	Section 3.04 Deposit of Fundamental Change Purchase Price
	 	 	12	 
	Section 3.05 Notes Purchased in Whole or in Part
	 	 	12	 
	Section 3.06 Covenant to Comply With Securities Laws Upon Purchase of Notes
	 	 	12	 
	Section 3.07 Repayment to the Company
	 	 	13	 
	 
	 	 	 	 
	Article 4. CONVERSION
	 	 	13	 
	Section 4.01 Right to Convert
	 	 	13	 
	Section 4.02 Conversion Procedures
	 	 	13	 
	Section 4.03 Payments Upon Conversion
	 	 	14	 
	Section 4.04 Adjustment of Conversion Rate
	 	 	15	 
	Section 4.05 Adjustments of Average Prices
	 	 	23	 
	Section 4.06 Adjustments Upon Certain Fundamental Changes
	 	 	23	 
	Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or
Sale
	 	 	25	 
	Section 4.08 Taxes on Shares Issued
	 	 	26	 
	Section 4.09 Reservation of Shares; Shares to be Fully Paid; Compliance With
Governmental Requirements; Listing of

                 Common Stock
	 	 	26	 
	Section 4.10 Responsibility of Trustee
	 	 	27	 
	Section 4.11 Notice to Holders Prior to Certain Actions
	 	 	27	 
	Section 4.12 Shareholder Rights Plan
	 	 	28	 
	 
	 	 	 	 
	Article 5. REMEDIES
	 	 	28	 
	Section 5.01 Events of Default
	 	 	28	 
	Section 5.02 Additional Interest
	 	 	30	 
	Section 5.03 Acceleration
	 	 	30	 
	 
	 	 	 	 
	Article 6. SATISFACTION AND DISCHARGE
	 	 	31	 
	Section 6.01 Satisfaction and Discharge of the Supplemental Indenture
	 	 	31	 






i









 






	 	 	 	 	 
	Section 6.02 Deposited Monies to Be Held in Trust by Trustee
	 	 	31	 
	Section 6.03 Paying Agent to Repay Monies Held
	 	 	32	 
	Section 6.04 Return of Unclaimed Monies
	 	 	32	 
	Section 6.05 Reinstatement
	 	 	32	 
	 
	 	 	 	 
	Article 7. SUPPLEMENTAL INDENTURES
	 	 	32	 
	Section 7.01 Amendments or Supplements Without Consent of Holders
	 	 	32	 
	Section 7.02 Amendments, Supplements or Waivers With Consent of Holders
	 	 	33	 
	 
	 	 	 	 
	Article 8. MISCELLANEOUS
	 	 	34	 
	Section 8.01 Governing Law
	 	 	34	 
	Section 8.02 Payments on Business Days
	 	 	34	 
	Section 8.03 No Security Interest Created
	 	 	34	 
	Section 8.04 Trust Indenture Act
	 	 	35	 
	Section 8.05 Benefits of Indenture
	 	 	35	 
	Section 8.06 Calculations
	 	 	35	 
	Section 8.07 Table of Contents, Headings, Etc.
	 	 	35	 
	Section 8.08 Execution in Counterparts
	 	 	35	 
	Section 8.09 Severability
	 	 	36	 






EXHIBITS




	 	 	 
	Exhibit A Form of Note

	 	A-1
















 





          SUPPLEMENTAL INDENTURE, dated as of March 16, 2009, between Johnson Controls, Inc., a
Wisconsin corporation (the “Company”), and U.S. Bank National Association, as trustee (the
“Trustee”) under the Indenture dated as of January 17, 2006 between the Company and the Trustee (as
successor to JPMorgan Chase Bank, N.A.) (as amended or supplemented from time to time in accordance
with the terms thereof, the “Original Indenture”).




RECITALS OF THE COMPANY




          WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide,
among other things, for the future issuance of the Company’s unsecured Debt Securities from time to
time in one or more series as might be determined by the Company under the Original Indenture, in
an unlimited aggregate principal amount which may be authenticated and delivered as provided in the
Original Indenture;




          WHEREAS, Section 11.01 of the Original Indenture provides for various matters with respect to
any series of Debt Securities issued under the Original Indenture to be established in an indenture
supplemental to the Original Indenture;




          WHEREAS, Section 11.01(i) of the Original Indenture provides for the Company and the Trustee
to enter into an indenture supplemental to the Original Indenture to establish any additional form
of Debt Security, as permitted by Section 2.02 of the Original Indenture, and to provide for the
issuance of any additional series of Debt Securities, as permitted by Section 3.01 of the Original
Indenture, and to set forth the terms thereof;




          WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to
execute and deliver this Supplemental Indenture;




          WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to provide for
the establishment of a new series of its Debt Securities to be known as its “6.50% Convertible
Senior Notes due 2012” (the “Notes”), the form and substance of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Original Indenture and this
Supplemental Indenture;




          WHEREAS, the form of Note, the certificate of authentication to be borne by each Note, the
form of notice of conversion, the form of Fundamental Change Purchase Notice and the form of
assignment and transfer to be borne by the Notes are to be substantially in the forms hereinafter
provided for; and




          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture, and all requirements necessary to make (i) this Supplemental Indenture a valid
instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this Supplemental Indenture has been duly authorized
in all respects.




          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the
premises and the purchases of the Notes by the Holders thereof, it














 




is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of
all Holders of the Notes, as follows:




ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL

APPLICATION




     Section 1.01 Scope of Supplemental Indenture.



          The changes, modifications and supplements to the Original Indenture effected by this
Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms
of, the Notes, which may be issued from time to time, and shall not apply to any other Debt
Securities that may be issued under the Original Indenture unless a supplemental indenture with
respect to such other Debt Securities specifically incorporates such changes, modifications and
supplements. The provisions of this Supplemental Indenture shall supersede any corresponding
provisions in the Original Indenture.




     Section 1.02 Definitions.



          For all purposes of the Indenture, except as otherwise expressly provided or unless the
context otherwise requires:





     (i) the terms defined in this Article 1 shall have the meanings assigned to
them in this Article and include the plural as well as the singular;




     (ii) all words, terms and phrases defined in the Original Indenture (but not otherwise
defined herein) shall have the same meaning herein as in the Original Indenture;




     (iii) all other terms used herein that are defined in the Trust Indenture Act of 1939,
either directly or by reference therein, shall have the meanings assigned to them therein;




     (iv) all accounting terms not otherwise defined herein shall have the meanings assigned
to them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted from time to time; and




     (v) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Supplemental Indenture as a whole and not to any particular Article, Section
or other subdivision.



          “Additional Interest” has the meaning specified in Section 5.02.




          “Additional Notes” has the meaning specified in Section 2.01.




          “Additional Shares” has the meaning specified in Section 4.06(a).




2









 








          “Agent Members” has the meaning specified in Section 2.02.




          “Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a
day on which the Federal Reserve Bank of New York is authorized or required by law or executive
order to close or be closed.




          “Clause A Distribution” has the meaning specified in Section 4.04(c).




          “Clause B Distribution” has the meaning specified in Section 4.04(c).




          “Clause C Distribution” has the meaning specified in Section 4.04(c).




          “close of business” means 5:00 p.m. (New York City time).




          “Common Stock” means the shares of common stock of the Company as they exist on the date of
this Supplemental Indenture, subject to Section 4.07.




          “Continuing Director” means an individual who either was a member of the Board of Directors on
March 10, 2009 or who becomes a member of the Board of Directors subsequent to such date and whose
election, appointment or nomination for election by the Company’s shareholders is duly approved by
a majority of the Continuing Directors on the Board of Directors at the time of such approval,
either by a specific vote or by approval of the proxy statement issued by the Company on behalf of
the entire Board of Directors in which such individual is named as a nominee for director.




          “Conversion Agent” means the Trustee or such other office or agency designated by the Company
where Notes may be presented for conversion. The Trustee shall be the initial Conversion Agent.




          “Conversion Date” has the meaning specified in Section 4.02(b).




          “Conversion Notice” has the meaning specified in Section 4.02(b).




          “Conversion Rate” means, initially, 89.3855 shares of Common Stock per $1,000 principal amount
of Notes, subject to adjustment as set forth herein.




          “Depositary” means The Depository Trust Company until a successor Depositary shall have become
such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean
such successor Depositary.




          “Effective Date” has the meaning specified in Section 4.06(b).




          “Ex-Dividend Date” means, in respect of any issuance, dividend or distribution, the first date
on which the shares of the Common Stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such issuance, dividend or distribution.




3









 








          “Fundamental Change” means, at any time after the Notes are originally issued, the occurrence
of any of the following:





     (1) a “person” or “group” within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended, other than the Company, its Subsidiaries and its and their
employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of the Company’s common
equity representing more than 50% of the voting power of the Company’s common equity;




     (2) consummation of (A) any recapitalization, reclassification or change of the Common
Stock (other than changes resulting from a subdivision or combination) as a result of which
the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets or (B) any share exchange, consolidation or merger of the Company
pursuant to which the Common Stock will be converted into cash, securities or other property
or any sale, lease or other transfer in one transaction or a series of transactions of all
or substantially all of the consolidated assets of the Company and its Subsidiaries, taken
as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however,
that a transaction where the holders of all classes of the Company’s common equity
immediately prior to such transaction that is a share exchange, consolidation or merger own,
directly or indirectly, more than 50% of all classes of common equity of the continuing or
surviving Person or transferee or the parent thereof immediately after such event shall not
be a Fundamental Change;




     (3) Continuing Directors cease to constitute at least a majority of the Board of
Directors;




     (4) the Company’s shareholders approve any plan or proposal for the liquidation or
dissolution of the Company; or




     (5) the Common Stock (or other common stock into which the Notes are then convertible)
ceases to be listed or quoted on a U.S. national securities exchange.


Notwithstanding the foregoing, a Fundamental Change as a result of clause (2) above will
not be deemed to have occurred if 100% of the consideration received or to be received by the
Company’s common shareholders, excluding cash payments for fractional shares, in connection with
the transaction or transactions constituting the Fundamental Change consists of Publicly Traded
Securities and as a result of such transaction or transactions the Notes become convertible into
such Publicly Traded Securities, excluding cash payments for fractional shares, subject to the
provisions set forth under Section 4.03 of this Supplemental Indenture.




          “Fundamental Change Company Notice” has the meaning specified in Section 3.01(b).




          “Fundamental Change Purchase Date” has the meaning specified in Section 3.01(a).




4









 








          “Fundamental Change Purchase Notice” has the meaning specified in Section 3.01(a)(i).




          “Fundamental Change Purchase Price” has the meaning specified in Section 3.01(a).




          “Global Note” means any Note that is a Global Debt Security.




          “Indenture” means the Original Indenture, as supplemented by this Supplemental Indenture as
originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act of 1939 that are deemed to be a part of and govern this Supplemental
Indenture and any such supplemental indenture, respectively.




          “Initial Dividend Threshold” has the meaning specified in Section 4.04(d).




          “Initial Notes” has the meaning specified in Section 2.01.




          “Interest Payment Date” means, with respect to the payment of interest on the Notes, each
March 31 and September 30 of each year.




          “Last Reported Sale Price” of the Common Stock on any date means the closing sale price per
share of Common Stock (or, if no closing sale price is reported, the average of the bid and ask
prices or, if more than one in either case, the average of the average bid and the average ask
prices) on that date as reported in composite transactions for the principal U.S. securities
exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a
U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price”
shall be the last quoted bid price for the Common Stock in the over-the-counter market on the
relevant date as reported by Pink Sheets LLC or a similar organization. If the Common Stock is not
so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and
ask prices for the Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this purpose.




          “Make-Whole Fundamental Change” means any Fundamental Change (determined after giving effect
to any exceptions to or exclusions from such definition, but without regard to the proviso in
clause (2) of the definition of Fundamental Change).




          “Note” or “Notes” has the meaning specified in the fifth paragraph of the recitals of
this Supplemental Indenture, and shall include any Additional Notes issued pursuant to
Section 2.01 hereof.




          “opening of business” means 9:00 a.m. (New York City time).




          “Original Indenture” has the meaning specified in the first paragraph of this Supplemental
Indenture.




5









 





          “Paying Agent” means any Person (including the Company) authorized by the Company to pay the
principal amount of, interest on, or Fundamental Change Purchase Price of, any Notes on behalf of
the Company. The Trustee shall be the initial Paying Agent.




          “Physical Notes” means each Note other than any Global Note.




          “Publicly Traded Securities” means, in respect of a transaction described in
clause (2) of the definition of Fundamental Change, shares of common stock traded on a U.S.
national securities exchange or which will be so traded or quoted when issued or exchanged in
connection with a Fundamental Change.




          “Regular Record Date” means, with respect to the payment of interest on the Notes, the March
15 (whether or not a Business Day) immediately preceding an Interest Payment Date on March 31 and
the September 15 (whether or not a Business Day) immediately preceding an Interest Payment Date on
September 30.




          “Reference Property” has the meaning specified in Section 4.07.




          “Scheduled Trading Day” means a day on which trading in the Common Stock is scheduled to occur
on the primary U.S. national or regional securities exchange or market on which the Common Stock is
listed or admitted for trading. If the Common Stock is not so listed or admitted for trading,
“Scheduled Trading Day” means a Business Day.




          “Significant Subsidiary” means a “significant subsidiary” as defined in Article 1, Rule
1-02(w) of Regulation S-X under the Securities Act of 1933, as amended.




          “Spin-Off” has the meaning specified in Section 4.04(c).




          “Stated Maturity” means, with respect to any Note, September 30, 2012.




          “Stock Price” has the meaning specified in Section 4.06(b).




          “Trading Day” means a day on which (i) trading in the Common Stock generally occurs on the New
York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on
the principal other U.S. national or regional securities exchange on which the Common Stock is then
listed or, if the Common Stock is not then listed on a U.S. national or regional securities
exchange, on the principal other market on which the Common Stock is then traded, and (ii) a Last
Reported Sale Price for the Common Stock is available on such securities exchange or market. If
the Common Stock (or other security for which a closing sale price must be determined) is not so
listed or traded, “Trading Day” means a Business Day.




          “Trigger Event” has the meaning specified in Section 4.04(c).




          “Underwriters” means the underwriters identified in Schedule II of the Underwriting Agreement.




6









 





          “Underwriting Agreement” means the Underwriting Agreement, dated as of March 10, 2009, entered
into by the Company and the representatives of the Underwriters identified in Schedule I thereof in
connection with the sale of the Notes.




          “U.S.” means the United States of America.




          “Valuation Period” has the meaning specified in Section 4.04(c).




ARTICLE 2. THE SECURITIES




     Section 2.01 Title and Terms; Payments.



          There is hereby authorized a series of Debt Securities designated the “6.50% Convertible
Senior Notes due 2012” initially limited in aggregate principal amount to $402,500,000, which
amount shall be as set forth in any written order of the Company for the authentication and
delivery of Notes pursuant to Section 3.04 of the Original Indenture. The principal amount of
Notes then outstanding shall be payable at Stated Maturity. The Company may, without the consent
of the Holders of the Notes, hereafter issue additional notes (“Additional Notes”) under the
Indenture with the same terms and with the same CUSIP numbers as the Notes issued on the date of
this Supplemental Indenture (the “Initial Notes”) in an unlimited aggregate principal amount;
provided that such Additional Notes must be part of the same issue as the Initial Notes for federal
income tax purposes. Any such Additional Notes shall constitute a single series together with the
Initial Notes for all purposes hereunder, including, without limitation, waivers, amendments and
offers to purchase.




          The form of Note (including the form of notice of conversion set forth in Exhibit A thereto,
the form of Fundamental Change Purchase Notice set forth in Exhibit B thereto and the form of
assignment and transfer set forth in Exhibit C thereto) shall be substantially as set forth in
Exhibit A hereto, which is incorporated into and shall be deemed a part of this
Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or as may, consistently herewith, be determined by
the officers of the Company executing the Notes, as evidenced by their execution of the Notes.




          The Company shall pay principal of and interest on any Global Note in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global
Note. The Company shall pay principal of any Notes (other than Notes that are Global Notes) at the
office or agency designated by the Company for that purpose. The Company has initially designated
the Trustee as its Paying Agent and Debt Security registrar in respect of the Notes and its agency
in New York, New York as a place where Notes may be presented for payment or for registration of
transfer. The Company may change the Paying Agent or Debt Security registrar for the Notes without
prior notice to the Holders thereof, and the Company may act as Paying Agent or Debt Security
registrar. Interest (including Additional Interest, if any) on the Notes (other than Notes that
are Global Notes) will be payable (i) to Holders of the Notes having an aggregate principal amount
of Notes of




7









 







$5,000,000 or less, by check mailed to the Holders of such Notes at their address in the Debt
Security Register and (ii) to Holders of the Notes having an aggregate principal amount of Notes in
excess of $5,000,000, either by check mailed to each Holder at its address in the Debt Security
Register or, upon application by a Holder to the Debt Security registrar not later than the
relevant Regular Record Date, by wire transfer in immediately available funds to such Holder’s
account within the U.S., which application shall remain in effect until such Holder notifies, in
writing, the Debt Security registrar to the contrary.




     Section 2.02 Book-Entry Provisions for Global Notes.



          The Notes initially shall be issued in the form of one or more Global Notes without interest
coupons (i) registered in the name of Cede & Co., as nominee of the Depositary, and (ii) delivered
to the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under this Supplemental Indenture or the Original Indenture
with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its
custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Agent Members, the operation of customary practices governing the exercise of the rights of any
Holder.




     Section 2.03 CUSIP Numbers.



          In issuing the Notes, the Company may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders of
the Notes; provided that any such notice may state that no representation is made as to the
correctness of such numbers as printed on the Notes and that reliance may be placed only on the
other identification numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the Trustee of any
change in the “CUSIP” numbers.




     Section 2.04 Reporting Requirement.



          The Company shall deliver to the Trustee within fifteen (15) days after the same is required
to be filed with the Securities and Exchange Commission, copies of the quarterly and annual reports
and of the information, documents and other reports, if any, that the Company is required to file
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (giving effect to any grace period provided by Rule 12b-25 under
the Securities Exchange Act of 1934, as amended), and the Company shall otherwise comply with the
requirements of Section 314(a) of the Trust Indenture Act of 1939. Any quarterly or annual report
or other information, document or other report that the Company files with the Securities and
Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, on the Securities and Exchange Commission’s EDGAR system shall be deemed to constitute
delivery of such filing to the Trustee. The Trustee does not have the duty to review such
information, documents or reports, is not considered to




8









 




have notice of the content of such information, documents or reports and does not have a duty
to verify the accuracy of such information, documents or reports.




ARTICLE
3. FUNDAMENTAL CHANGES AND PURCHASES THEREUPON




     Section 3.01 Purchase at Option of Holders Upon a Fundamental Change.



          (a) Generally. If a Fundamental Change occurs at any time, then each Holder of Notes shall
have the right, at such Holder’s option, to require the Company to purchase for cash any or all of
such Holder’s Notes, or any portion of the principal amount thereof, that is equal to $1,000 or an
integral multiple of $1,000, on a date specified by the Company that is no earlier than the 20th
calendar day following the date of, and no later than the 35th calendar day following the date of,
the Fundamental Change Company Notice (as defined below) (the “Fundamental Change Purchase Date”),
at a purchase price equal to 100% of the principal amount thereof, together with accrued and unpaid
interest (including Additional Interest, if any) thereon to, but excluding, the Fundamental Change
Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if a Fundamental
Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date
related thereto, the interest payable in respect of such Interest Payment Date shall be payable to
the Holders of record as of the corresponding Regular Record Date and the Fundamental Change
Purchase Price shall be equal to 100% of the principal amount of the Notes to be purchased pursuant
to this Article 3. The requirement for the Company to purchase any Notes on the
Fundamental Change Purchase Date will be subject to extension to comply with applicable law.




          Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder
thereof, upon:





          (i) delivery to the Paying Agent by a Holder, prior to the close of business on the
Business Day immediately preceding the Fundamental Change Purchase Date of a duly completed
notice (the “Fundamental Change Purchase Notice”) substantially in the form set forth in
Exhibit B to the Note; and




          (ii) delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent
appointed by the Company) (together with all necessary endorsements) at any time prior to
the close of business on the Business Day immediately preceding the Fundamental Change
Purchase Date at the Principal Office of the Trustee (or other Paying Agent appointed by the
Company), such delivery being a condition to receipt by the Holder of the Fundamental Change
Purchase Price therefor; provided that such Fundamental Change Purchase Price shall be so
paid pursuant to this Section 3.01 only if the Notes so delivered to the Paying
Agent shall conform in all respects to the description thereof in the related Fundamental
Change Purchase Notice.



          The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state:





     (x) if such Notes are Physical Notes, the certificate numbers of such Notes;



9









 






     (y) the portion of the principal amount of such Notes, which must be $1,000 or an
integral multiple thereof; and




     (z) that such Notes are to be purchased by the Company pursuant to the applicable
provisions of the Notes and this Supplemental Indenture;


provided, however, that if such Notes are Global Notes, the Fundamental Change Purchase Notice must
comply with appropriate procedures of the Depositary.




          Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee (or
other Paying Agent appointed by the Company) the Fundamental Change Purchase Notice contemplated by
this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental
Change Purchase Notice at any time prior to the close of business on the Business Day immediate
preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the
Trustee (or other Paying Agent appointed by the Company) in accordance with Section 3.03
below.




          The Trustee (or other Paying Agent appointed by the Company) shall promptly notify the Company
of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal
thereof.




          (b) Fundamental Change Company Notice. On or before the 20th calendar day after the
occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the
Notes, the Trustee and Paying Agent (in the case of any Paying Agent other than the Trustee) a
notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and
of the purchase right at the option of the Holders arising as a result thereof. Such mailing shall
be by first class mail or, in the case of any Global Notes, in accordance with the procedures of
the Depositary for providing notices. Simultaneously with providing such Fundamental Change
Company Notice, the Company shall publish a notice containing the information included therein in a
newspaper of general circulation in The City of New York and/or publish such information on the
Company’s website or through such other public medium as the Company may use at such time.




          Each Fundamental Change Company Notice shall specify:





          (i) the events causing a Fundamental Change;




          (ii) the date of the Fundamental Change;




          (iii) the last date on which a Holder of Notes may exercise the repurchase right
pursuant to this Article 3;




          (iv) the Fundamental Change Purchase Price;




          (v) the Fundamental Change Purchase Date;




          (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;



10









 






          (vii) if applicable, the applicable Conversion Rate and any adjustments to the
applicable Conversion Rate;




          (viii) if applicable, that the Notes with respect to which a Fundamental Change
Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws
the Fundamental Change Purchase Notice in accordance with the terms of this Supplemental
Indenture; and




          (ix) the procedures that Holders must follow to require the Company to purchase their
Notes.


No failure of the Company to give the foregoing notices and no defect therein shall limit the
purchase rights of the Holders of the Notes or affect the validity of the proceedings for the
purchase of the Notes pursuant to this Section 3.01.




          (c) No Payment During Acceleration. There shall be no purchase of any Notes pursuant to this
Section 3.01 during any period that there has occurred and is continuing an Event of
Default with respect to the Notes, the principal amount of the Notes has been accelerated and such
acceleration has not been rescinded. The Paying Agent will promptly return to the respective
Holders thereof any Notes held by it during any such period, in which case, upon such return, the
Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.




     Section 3.02 Effect of Fundamental Change Purchase Notice.



          Upon receipt by the Trustee or Paying Agent of the Fundamental Change Purchase Notice
specified in Section 3.01 hereof, the Holder of the Note in respect of which such
Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice
is withdrawn in accordance with Section 3.03 hereof) thereafter be entitled to receive
solely the Fundamental Change Purchase Price in cash with respect to such Note. Such Fundamental
Change Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying
Agent, on the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided
the conditions in Section 3.01 hereof have been satisfied) and (y) the time of delivery of
such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01
hereof.




     Section 3.03 Withdrawal of Fundamental Change Purchase Notice.



          A Fundamental Change Purchase Notice may be withdrawn, in whole or in part, by means of a
written notice of withdrawal delivered to the Trustee or Paying Agent in accordance with the
Fundamental Change Company Notice at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Purchase Date, specifying:




          (a) the principal amount of the Notes with respect to which such notice of withdrawal is being
submitted;




11









 








          (b) if Physical Notes have been issued, the certificate numbers of the withdrawn Notes; and




          (c) the principal amount of such Notes that remains subject to the original Fundamental Change
Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of
$1,000;



provided, however, that if Physical Notes have not been issued, the notice must comply with
appropriate procedures of the Depositary.




          The Paying Agent will promptly return to the respective Holders thereof any Notes with respect
to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions
of this Section 3.03.




     Section 3.04 Deposit of Fundamental Change Purchase Price.



          Prior to 11:00 a.m. (local time in The City of New York) on the Fundamental Change Purchase
Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust) an amount of money (in immediately available funds if deposited on such Business
Day) sufficient to pay the Fundamental Change Purchase Price, of all the Notes or portions thereof
that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds
cash sufficient to pay the Fundamental Change Purchase Price of any Note for which a Fundamental
Change Purchase Notice has been tendered and not withdrawn in accordance with this Supplemental
Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase
Date, (a) such Note will cease to be outstanding and interest (including Additional Interest, if
any) will cease to accrue thereon (whether or not book-entry transfer of such Note is made or such
Note is delivered to the Paying Agent) and (b) all other rights of the Holder in respect thereof
will terminate (other than the right to receive the Fundamental Change Purchase Price).




     Section 3.05
Notes Purchased in Whole or in Part.



          Any Note that is to be purchased, whether in whole or in part, shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service
charge, a new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the principal amount of
the Note so surrendered that is not purchased.




     Section 3.06 Covenant to Comply With Securities Laws Upon Purchase of Notes.



          In connection with any offer to purchase Notes under Section 3.01 hereof, the Company
shall, in each case if required, (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer
rules under the Securities Exchange Act of 1934, as amended, that may then be




12









 




applicable, (ii) file a Schedule TO or any other required schedule under the Securities
Exchange Act of 1934, as amended, and (iii) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Section 3.01 to be exercised in the
time and in the manner specified in Section 3.01.




     Section 3.07 Repayment to the Company.



          To the extent that the aggregate amount of cash deposited by the Company pursuant to
Section 3.04 exceeds the aggregate Fundamental Change Purchase Price of the Notes or
portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase
Date, then, following the Fundamental Change Purchase Date, the Trustee or the Paying Agent, as the
case may be, shall promptly return any such excess to the Company.




ARTICLE
4. CONVERSION




     Section 4.01 Right to Convert.



          Subject to and upon compliance with the provisions of this Supplemental Indenture, each Holder
of Notes shall have the right, at such Holder’s option, to convert the principal amount of any such
Notes, or any portion of such principal amount that is $1,000 or a multiple of $1,000 thereof, at
the applicable Conversion Rate then in effect, at any time prior to the close of business on the
second Scheduled Trading Day immediately preceding September 30, 2012. Notes may not be converted
after the close of business on the second Scheduled Trading Day immediately preceding September 30,
2012.




     Section 4.02 Conversion Procedures.



          (a) Each Note shall be convertible at the office of the Conversion Agent.




          (b) In order to exercise the conversion privilege with respect to any interest in a Global
Note, the Holder must complete the appropriate instruction form for conversion pursuant to the
Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents
if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required
by Section 4.03(c) and any taxes or duties if required pursuant to Section 4.08 and
the Trustee or Conversion Agent must be informed of the conversion in accordance with customary
practice of the Depositary. In order to exercise the conversion privilege with respect to any
Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall:





          (i) complete and manually sign the conversion notice set forth as Exhibit A to
the Note (the “Conversion Notice”) or a facsimile of the Conversion Notice;




          (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the
Conversion Agent;




          (iii) if required, furnish appropriate endorsements and transfer documents;



13









 






          (iv) make any payment required under Section 4.03(c); and




          (v) if required, pay all transfer or similar taxes as set forth in
Section 4.08.


The date on which the Holder satisfies all of the applicable requirements set forth above is the
“Conversion Date.” The Trustee will, as promptly as possible, and in any event within two (2)
Business Days, provide the Company with notice of any conversion by Holders of the Notes.




          (c) Each Conversion Notice shall state the name or names (with address or addresses) in which
any certificate or certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares
issuable on conversion are to be issued in the same name as the registration of such Notes, be duly
endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the Holder or his duly authorized attorney.




          (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder
of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall
be deemed to have been effected as to any such Notes (or portion thereof) surrendered for
conversion on the Conversion Date; provided, however, that the person in whose name the certificate
or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such
conversion shall become the holder of record of such shares of Common Stock as of the close of
business on the relevant Conversion Date.




          (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent
appointed by the Company) shall make a notation on such Global Notes as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in writing of any
conversions of Notes effected through any Conversion Agent other than the Trustee.




          (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a
Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to
purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with
Article 3 hereof prior to the close of business on the Business Day prior to the relevant
Fundamental Change Purchase Date.




     Section 4.03 Payments Upon Conversion.



          (a) Upon any conversion of any Notes, on the third Business Day immediately following the
Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common
Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000,
multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash
payment for any fractional share of Common Stock as described in this Section 4.03.




14









 








          (b) Subject to Section 4.03(c) below, upon conversion, Holders shall not receive any
separate cash payment for accrued and unpaid interest (including Additional Interest, if any)
unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which
it relates.




          (c) Upon the conversion of any Notes, the Holder will not be entitled to receive any separate
cash payment for accrued and unpaid interest (including Additional Interest, if any) except to the
extent specified below. The Company’s delivery to the Holder of cash or a combination of cash and
Common Stock, if applicable, together with any cash payment for any fractional share of Common
Stock, will be deemed to satisfy in full the Company’s obligation to pay the principal amount of
the Notes so converted and accrued and unpaid interest (and Additional Interest, if any) to, but
not including, the Conversion Date. As a result, accrued and unpaid interest (including Additional
Interest, if any) to, but not including, the Conversion Date will be deemed to be paid in full
rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are
converted after the close of business on a Regular Record Date for the payment of interest, Holders
of such Notes at the close of business on such Regular Record Date will receive the full amount of
interest (including Additional Interest, if any) payable on such Notes on the corresponding
Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the
period from the close of business on any Regular Record Date to the opening of business on the
immediately following Interest Payment Date must be accompanied by funds equal to the full amount
of interest (including Additional Interest, if any) payable on the Notes so converted; provided
that no such payment need be made (i) if the Company has specified a Fundamental Change Purchase
Date that is after a Regular Record Date and on or prior to the third Trading Day after the
corresponding Interest Payment Date; (ii) for conversions following the Regular Record Date
immediately preceding September 30, 2012 or (iii) to the extent of any overdue interest, if any
overdue interest exists at the time of conversion with respect to such Note.




          (d) The Company shall not issue fractional shares of Common Stock upon conversion of Notes.
If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of
full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of stock would be issuable upon the conversion of any Notes,
the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based
on the Last Reported Sale Price on the Conversion Date.




     Section 4.04 Adjustment of Conversion Rate.



          The Conversion Rate shall be adjusted from time to time by the Company if any of the following
events occurs, except that the Company will not make an adjustment to the Conversion Rate if
Holders of Notes participate, as a result of holding the Notes, in a transaction described in this
Section 4.04, at the same time as holders of the Common Stock participate, without having
to convert their Notes as if such Holders held a number of shares of Common Stock equal to the
Conversion Rate in effect immediately prior to the Ex-Dividend Date (if any) for such transaction,
multiplied by the aggregate principal amount of Notes of such Holders divided by $1,000.




15









 








          (a) If the Company, at any time or from time to time while any of the Notes are outstanding,
exclusively issues shares of Common Stock as a dividend or distribution on shares of Common Stock,
or if the Company effects a share split or share combination, then the Conversion Rate will be
adjusted based on the following formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	OS1
	 	 
	 

	 	 	 	 
	 

	 	OS0	 	 






where,




	 	 	 
	CR0 =

	 	the Conversion Rate in effect immediately prior to the
open of business on the Ex-Dividend Date of such dividend
or distribution, or immediately prior to the open of
business on the effective date of such share split or
combination, as applicable;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the open
of business on such Ex-Dividend Date or effective date;
	 
	 	 
	OS0 =

	 	the number of shares of Common Stock outstanding
immediately prior to such Ex-Dividend Date or effective
date; and
	 
	 	 
	OS1 =

	 	the number of shares of Common Stock outstanding
immediately after giving effect to such dividend,
distribution, share split or share combination.





Such adjustment shall become effective immediately after the opening of business on the Ex-Dividend
Date for such dividend or distribution, or the effective date for such share split or share
combination. If any dividend or distribution of the type described in this Section 4.04(a)
is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate which would then be in effect if such dividend or distribution had not been declared.




          (b) If the Company, at any time or from time to time while any of the Notes are outstanding,
issues to all or substantially all holders of the Common Stock any rights or warrants entitling
them for a period of not more than forty-five (45) calendar days after the announcement date of
such issuance to subscribe for or purchase shares of the Common Stock at a price per share less
than the average of the Last Reported Sale Prices of the Common Stock for the ten (10) consecutive
Trading Day period ending on the Trading Day immediately preceding the date of announcement of such
issuance, the Conversion Rate shall be adjusted based on the following formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	OS0 + X
	 	 
	 

	 	 	 	 
	 

	 	OS0 + Y	 	 






where,




	 	 	 
	CR0 =

	 	the Conversion Rate in effect immediately prior to the
open of business on the Ex-Dividend Date for such
issuance;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the open
of business on such Ex-Dividend Date;






16









 






	 	 	 
	OS0 =

	 	the number of shares of Common Stock outstanding
immediately prior to the open of business on such
Ex-Dividend Date;
	 
	 	 
	X =

	 	the total number of shares of Common Stock issuable
pursuant to such rights or warrants; and
	 
	 	 
	Y =

	 	the number of shares of Common Stock equal to the
aggregate price payable to exercise such rights or
warrants divided by the average of the Last Reported Sale
Prices of the Common Stock over the ten (10) consecutive
Trading Day period ending on the Trading Day immediately
preceding the date of announcement of the issuance of
such rights or warrants.





To the extent such rights or warrants are not exercised prior to their expiration or termination,
the Conversion Rate shall be readjusted to the Conversion Rate which would be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the basis of the
delivery of only the number of shares of Common Stock actually delivered. In the event that such
rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if the date fixed for the determination of
shareholders entitled to receive such rights or warrants had not been fixed. For the purposes of
this Section 4.04(b), in determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than the average of the Last Reported Sale
Prices of the Common Stock for the ten (10) consecutive Trading Day period ending on the Trading
Day immediately preceding the date of announcement of such issuance, and in determining the
aggregate exercise price payable for such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights or warrants and any amount payable on
exercise thereof, with the value of such consideration, if other than cash, as shall be determined
in good faith by the Board of Directors.




          (c) If the Company, at any time or from time to time while the Notes are outstanding,
distributes shares of any class of capital stock of the Company, evidences of its indebtedness,
other assets or property of the Company or rights or warrants to acquire the Company’s capital
stock or other securities to all or substantially all holders of the Common Stock, excluding:





          (i) dividends or distributions and rights or warrants as to which an adjustment was
effected pursuant to Section 4.04(a) or 

Section 4.04(b);




          (ii) Spin-Offs to which the provisions set forth below in this Section 4.04(c)
shall apply; and




          (iii) dividends or distributions paid exclusively in cash;


then the Conversion Rate shall be adjusted based on the following formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	SP0
	 	 
	 

	 	 	 	 
	 

	 	SP0 – FMV	 	 






where,




17









 





	 	 	 
	CR0 =

	 	the Conversion Rate in effect immediately prior to the
open of business on the Ex-Dividend Date for such
distribution;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the open
of business on such Ex-Dividend Date;
	 
	 	 
	SP0 =

	 	the average of the Last Reported Sale Prices of the
Common Stock over the ten (10) consecutive Trading Day
period ending on the Trading Day immediately preceding
the Ex-Dividend Date for such distribution; and
	 
	 	 
	FMV =

	 	the fair market value (as determined by the Board of Directors) of the shares of capital
stock, evidences of indebtedness, assets, property, rights or warrants distributed with
respect to each outstanding share of Common Stock on the Ex-Dividend date for such
distribution.





Such adjustment shall become effective immediately after the opening of business on the Ex-Dividend
Date for such distribution.




          With respect to an adjustment pursuant to this Section 4.04(c) where there has been a
payment of a dividend or other distribution on the Common Stock of shares of capital stock of any
class or series, or similar equity interest, of or relating to a Subsidiary or other business unit
(a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	FMV0 + MP0
	 	 
	 

	 	 	 	 
	 

	 	MP0	 	 






where,




	 	 	 
	CR0 =

	 	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the end of the Valuation Period;
	 
	 	 
	FMV0 =

	 	the average of the Last Reported Sale Prices of the capital stock or
similar equity interest distributed to holders of the Common Stock applicable
to one share of Common Stock (determined for purposes of the definition of
“Last Reported Sale Price” as if such capital stock or similar equity interest
were the Common Stock) over the first ten (10) consecutive Trading Day period
after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation
Period”); and
	 
	 	 
	MP0 =

	 	the average of the Last Reported Sale Prices of the
Common Stock over the Valuation Period.





The adjustment to the Conversion Rate under the preceding paragraph will occur at the close of
business on the last day of the Valuation Period; provided that in respect of any conversion during
the Valuation Period, references above to ten (10) Trading Days shall be deemed replaced


18









 






with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such
Spin-Off and the Conversion Date in determining the applicable Conversion Rate.



For the purposes of this Section 4.04(c) (and subject in all respects to
Section 4.12), rights or warrants distributed by the Company to all holders of its Common
Stock entitling them to subscribe for or purchase shares of the Company’s capital stock (either
initially or under certain circumstances), which rights or warrants, until the occurrence of a
specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares
of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of
Common Stock, shall be deemed not to have been distributed for purposes of this
Section 4.04(c) (and no adjustment to the Conversion Rate under this
Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event,
whereupon such rights and warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Conversion Rate shall be made under this
Section 4.04(c). If any such right or warrant, including any such existing rights or
warrants distributed prior to the date of this Supplemental Indenture, are subject to events, upon
the occurrence of which such rights or warrants become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the date of the occurrence of any and
each such event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed
distribution (in which case the original rights or warrants shall be deemed to terminate and expire
on such date without exercise by any of the holders). In addition, in the event of any
distribution or deemed distribution of rights or warrants, or any Trigger Event or other event (of
the type described in the preceding sentence) with respect thereto that was counted for purposes of
calculating a distribution amount for which an adjustment to the Conversion Rate under this
Section 4.04(c) was made, (1) in the case of any such rights or warrants which shall all
have been redeemed or purchased without exercise by any holders thereof, upon such final redemption
or repurchase (x) the Conversion Rate shall be readjusted as if such rights or warrants had not
been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such
distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or purchase price received by holders of Common
Stock with respect to such rights or warrants (assuming each such holder had retained such rights
or warrants), made to all holders of Common Stock as of the date of such redemption or purchase,
and (2) in the case of such rights or warrants which shall have expired or been terminated without
exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and
warrants had not been issued.



For the purposes of this Section 4.04(c) and subsections (a) and (b) of
this Section 4.04, any dividend or distribution to which this Section 4.04(c)
applies which also includes one or both of:





     (A) a dividend or distribution of shares of Common Stock to which
Section 4.04(a) applies (the “Clause A Distribution”); and/or




     (B) a dividend or distribution of rights or warrants to which Section 4.04(b)
applies (the “Clause B Distribution”),


then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B
Distribution, shall be deemed to be a dividend or distribution to which this
Section 4.04(c) applies (the “Clause C Distribution”) and any Conversion Rate adjustment
required by this




19









 







Section 4.04(c) with respect thereto shall then be made, and (2) the Clause A Distribution
and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any
Conversion Rate adjustment required by Section 4.04(a) and Section 4.04(b) with
respect thereto shall then be made, except (I) the “Ex-Dividend Date” of the Clause A Distribution
and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C
Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B
Distribution shall be deemed not to be “outstanding immediately prior to the opening of business on
such Ex-Dividend Date or such effective date” within the meaning of Section 4.04(a) or
“outstanding immediately prior to the opening of business on such Ex-Dividend Date” within the
meaning of Section 4.04(b).




          (d) If any cash dividend or distribution is made to all or substantially all holders of the
Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.13 per share
(the “Initial Dividend Threshold”), the Conversion Rate shall be adjusted based on the following
formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	SP0
	 	 
	 

	 	 	 	 
	 

	 	SP0 – C	 	 






where,




	 	 	 
	CR0  =

	 	the Conversion Rate in effect immediately prior to the
open of business on the Ex-Dividend Date for such
dividend or distribution;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the open
of business on the Ex-Dividend Date for such dividend or
distribution;
	 
	 	 
	SP0 =

	 	the Last Reported Sale Price of the Common Stock on the
Trading Day immediately preceding the Ex-Dividend Date
for such dividend or distribution; and
	 
	 	 
	C =

	 	the amount in cash per share the Company distributes to
holders of the Common Stock in excess of the Initial
Dividend Threshold;





provided that if the dividend or distribution is not a regular quarterly cash dividend, the Initial
Dividend Threshold will be deemed to be zero.



The Initial Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments
to the Conversion Rate; provided that no adjustment shall be made to the Initial Dividend Threshold
for any adjustment made to the Conversion Rate pursuant to this Section 4.04(d). In the
case of an adjustment pursuant to this Section 4.04(d), such adjustment shall become
effective immediately after the opening of business on the Ex-Dividend Date for the relevant
dividend or distribution.




          (e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or
exchange offer for Common Stock, to the extent that the cash and value of any other consideration
included in the payment per share of Common Stock exceeds the Last Reported Sale Price per share of
Common Stock on the Trading Day next succeeding the last




20









 




date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the
Conversion Rate shall be increased based on the following formula:




	 	 	 	 	 
	CR1 = CR0 x

	 	AC + (SP1 x OS1)
	 	 
	 

	 	 	 	 
	 

	 	OS0 x SP1	 	 






where,




	 	 	 
	CR0 =

	 	the Conversion Rate in effect immediately prior to the
close of business on the tenth (10th) Trading
Day immediately following, and including, the Trading Day
next succeeding the date such tender or exchange offer
expires;
	 
	 	 
	CR1 =

	 	the Conversion Rate in effect immediately after the close
of business on the tenth (10th) Trading Day
immediately following, and including, the Trading Day
next succeeding the date such tender or exchange offer
expires;
	 
	 	 
	AC =

	 	the aggregate value of all cash and any other
consideration (as determined by the Board of Directors)
paid or payable for shares purchased in such tender or
exchange offer;
	 
	 	 
	OS0 =

	 	the number of shares of Common Stock outstanding
immediately prior to the date such tender or exchange
offer expires;
	 
	 	 
	OS1 =

	 	the number of shares of Common Stock outstanding
immediately after the date such tender or exchange offer
expires (after giving effect to the purchase of all
shares accepted for purchase or exchange in such tender
or exchange offer); and
	 
	 	 
	SP1 =

	 	the average of the Last Reported Sale Prices of the
Common Stock over the ten (10) consecutive Trading Day
period commencing on the Trading Day next succeeding the
date such tender or exchange offer expires.





The adjustment to the Conversion Rate under this Section 4.04(e) shall occur as of the
close of business on the tenth (10th) Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires; provided that in
respect of any conversion within ten (10) Trading Days immediately following, and including, the
expiration date of any tender or exchange offer, references with respect to ten (10) Trading Days
shall be deemed replaced with such lesser number of Trading Days as have elapsed between the
expiration date of such tender or exchange offer and the Conversion Date in determining the
applicable Conversion Rate.




          (f) The Company from time to time may increase the Conversion Rate by any amount for any
period of time if the period is at least twenty (20) Business Days, the increase is irrevocable
during the period and the Board of Directors shall have made a determination that such increase
would be in the best interests of the Company, which determination shall be conclusive. Whenever
the Conversion Rate is increased pursuant to this Section 4.04(f), the Company shall mail
to Holders of record of the Notes a notice of the increase at least one (1) Business Day prior to
the date the increased Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.





21











 





          (g) The Company may (but shall not be required to) make such increases in the Conversion Rate,
in addition to any adjustments pursuant to Section 4.04(a), 4.04(b),
4.04(c), 4.04(d), 4.04(e) or 4.04(f), as the Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights
to purchase Common Stock resulting from any dividend or distribution of shares (or rights to
acquire shares) or similar event treated as such for income tax purposes.




          (h) All calculations under this Article 4 shall be made by the Company and shall be
made to the nearest cent or to the nearest one ten-thousandth of a share, as the case may be. No
adjustment shall be required to be made for the Company’s issuance of Common Stock or any
securities convertible into or exchangeable for shares of Common Stock or rights to purchase shares
of Common Stock or such convertible or exchangeable securities, other than as provided in this
Section 4.04 and in Section 4.12 hereof.




          (i) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any Conversion Agent an Officers’ Certificate setting forth the
Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such
Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the
Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has
knowledge is still in effect. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion
Rate and the date on which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Rate to each Holder of the Notes. Failure to deliver such notice
shall not affect the legality or validity of any such adjustment.




          (j) For purposes of this Section 4.04, the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company so long as the
Company does not pay any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company, but shall include shares issuable in respect of scrip certificates issued
in lieu of fractions of shares of Common Stock.




          (k) Notwithstanding the foregoing, if the application of the foregoing formulas set forth in
this Section 4.04 would result in a decrease in the Conversion Rate, no adjustment to the
Conversion Rate shall be made (other than as a result of a reverse share split or share
combination).




          (l) Notwithstanding anything to the contrary in this Article 4, no adjustment to the
Conversion Rate shall be made for:





     (i) the issuance of any shares of Common Stock pursuant to any present or future plan
providing for the reinvestment of dividends or interest payable on the Company’s securities
and the investment of additional optional amounts in shares of Common Stock under any plan;



22









 






     (ii) the issuance of any shares of Common Stock or options or rights to purchase those
shares pursuant to any present or future employee, director or consultant benefit plan or
program of or assumed by the Company or any of its Subsidiaries;




     (iii) the issuance of any shares of Common Stock pursuant to any option, warrant, right
or exercisable, exchangeable or convertible security not described in clause (ii)
above and outstanding as of the date the Notes were first issued;




     (iv) a change in the par value of the Common Stock; or




     (v) accrued and unpaid interest (including Additional Interest, if any) on the Notes.



          (m) The Company shall not be required to make an adjustment in the Conversion Rate unless the
adjustment would require a change of at least 1% in the Conversion Rate. However, the Company will
carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried
forward adjustment, regardless of whether the aggregate adjustment is less than 1%, upon any
conversion of Notes.




     Section 4.05 Adjustments of Average Prices.



          Whenever a provision of this Supplemental Indenture requires the calculation of Last Reported
Sale Prices over a span of multiple days, the Company will make appropriate adjustments to account
for any adjustment to the Conversion Rate that becomes effective, or any event requiring an
adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time
during the period from which such prices are to be calculated.




     Section 4.06 Adjustments Upon Certain Fundamental Changes.



          (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in
connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances,
increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional
shares of Common Stock (the “Additional Shares”) as described below. A conversion of Notes shall
be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the
notice of conversion of the Notes is received by the Conversion Agent from, and including, the
Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day
immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that
would have been a Fundamental Change but for the proviso in clause (2) of the definition
thereof, the thirty-fifth (35th) Trading Day immediately following the Effective Date of
such Make-Whole Fundamental Change). Notwithstanding any other provision hereof to the contrary,
if the consideration for the Common Stock in any Make-Whole Fundamental Change described in
clause (2) of the definition of Fundamental Change is comprised entirely of cash, for any
conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the
conversion obligation will be calculated based solely on the Stock Price for the transaction and
will be deemed to be an amount per $1,000 principal amount of Notes equal to the applicable
Conversion Rate (including any adjustment described in this Section 4.06) multiplied by
such




23









 







Stock Price. In such event, the conversion obligation will be determined and paid to Holders
in cash on the third Business Day following the Conversion Date.




          (b) The number of Additional Shares by which the Conversion Rate will be increased will be
determined by reference to the table attached as Schedule A hereto, based on the date on
which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the
price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Make-Whole
Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole
Fundamental Change described in clause (2) of the definition of Fundamental Change, the
Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the
average of the Last Reported Sale Prices of the Common Stock over the five (5) Trading Day period
ending on, and including, the Trading Day immediately preceding the Effective Date of the
Make-Whole Fundamental Change.




          (c) The Stock Prices set forth in the column headings of the table in Schedule A
hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise
adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to
such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate
immediately prior to such adjustment and the denominator of which is the Conversion Rate as so
adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same
manner as the Conversion Rate as set forth in Section 4.04.




          (d) The table in Schedule A hereto sets forth the amount if any by which the
Conversion Rate per $1,000 principal amount of Notes will increase for each Stock Price and
Effective Date set forth in the table. The exact Stock Prices and Effective Dates may not be set
forth in the table in Schedule A, in which case:





     (i) If the Stock Price is between two Stock Prices in the table or the Effective Date
is between two Effective Dates in the table, the number of Additional Shares shall be
determined by a straight-line interpolation between the number of Additional Shares set
forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as
applicable, based on a 365-day year.




     (ii) If the Stock Price is greater than $45.00 per share (subject to adjustment in the
same manner as the Stock Prices set forth in the column headings in the table in
Schedule A pursuant to Section 4.06(c) above), no Additional Shares shall be
added to the Conversion Rate.




     (iii) If the Stock Price is less than $8.95 per share (subject to adjustments in the
same manner as the Stock Prices set forth in the column headings in the table in
Schedule A pursuant to Section 4.06(c) above), no Additional Shares shall be
added to the Conversion Rate.


Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 111.7318 shares of
Common Stock per $1,000 principal amount of Notes, subject to adjustments in the same manner as the
Conversion Rate as set forth in Section 4.04.




24









 








          (e) The Company shall notify by first class mail Holders of the Effective Date of any
Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later
than five (5) Business Days after such Effective Date.




     Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.



          If any of the following events occur:





     (i) any recapitalization, reclassification or change of the Common Stock (other than
changes resulting from a subdivision or combination);




     (ii) any consolidation, merger or combination involving the Company;




     (iii) any sale, lease or other transfer to a third party of the consolidated assets of
the Company and its Subsidiaries substantially as an entirety; or




     (iv) any statutory share exchange;


in each case of clauses (i) – (iv) as a result of which the Common Stock would be
converted into, or exchanged for, stock, other securities, other property or assets (including cash
or any combination thereof), then, at the effective time of such transaction, the Company or the
successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the Trust Indenture Act of 1939 as in force at the date of
execution of such supplemental indenture) providing that at and after the effective time of such
transaction, the right to convert a Note will be changed into a right to convert it (on a net share
settled basis) as set forth in this Supplemental Indenture into the kind and amount of shares of
stock, other securities or other property or assets (including cash or any combination thereof)
that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior
to such transaction (multiplied by the principal amount of such Note divided by $1,000) would have
owned or been entitled to receive (the “Reference Property”) upon such transaction. If the
transaction causes Common Stock to be converted into, or exchanged for, the right to receive more
than a single type of consideration (determined based in part upon any form of shareholder
election), the Reference Property into which the Notes will be convertible (on a net share settled
basis) as set forth in this Supplemental Indenture shall be deemed to be the weighted average of
the types and amounts of consideration received by the holders of Common Stock that affirmatively
make such an election. The Company shall not become a party to any such transaction unless its
terms are consistent with this Section 4.07. In connection with any such transaction, the
Initial Dividend Threshold shall be adjusted based on the number of shares of Common Stock
comprising the Reference Property and, if applicable, the value (as determined by the Board of
Directors) of any non-stock consideration comprising the Reference Property. If the Reference
Property is comprised solely of non-stock consideration, the Initial Dividend Threshold will be
zero. In addition, any such supplemental indenture shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Article 4
in the judgment of the Board of Directors or the board of directors of the successor Person. If,
in the case of any such recapitalization, reclassification, change, consolidation, merger,
combination, sale, lease, other transfer or statutory share exchange, the


25









 






Reference Property receivable thereupon by a holder of Common Stock includes shares of stock,
securities or other property or assets (including cash or any combination thereof) of a Person
other than the successor or purchasing Person, as the case may be, in such reorganization,
reclassification, change, consolidation, merger, combination, sale, lease, other transfer or
statutory share exchange, then such supplemental indenture shall also be executed by such other
Person.




          The Company shall cause notice of the execution of such supplemental indenture to be mailed to
each Holder, at the address of such Holder as it appears on the register of the Notes maintained by
the Debt Security registrar, within twenty (20) days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental indenture. The above
provisions of this Section shall similarly apply to successive recapitalizations,
reclassifications, changes, consolidations, mergers, combinations, sales, leases, other transfers
and statutory exchanges. If this Section 4.07 applies to any event or occurrence,
Section 4.04 shall not apply.




     Section 4.08 Taxes on Shares Issued.



          Any issue of stock certificates on conversions of Notes shall be made without charge to the
converting Holder for any documentary, stamp or similar issue or transfer tax in respect of the
issue thereof, and the Company shall pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto. The Company shall not, however, be required to pay any such
tax which may be payable in respect of any transfer involved in the issue and delivery of shares of
Common Stock in any name other than that of the Holder of any Notes converted, and the Company
shall not be required to issue or deliver any such stock certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.




     Section 4.09 Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental
Requirements; Listing of Common Stock.



          The Company shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion of the
Notes from time to time as such Notes are presented for conversion (assuming that, at the time of
the computation of such number of shares or securities, all such Notes would be converted by a
single Holder). The Company covenants that all shares of Common Stock that may be issued upon
conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized,
validly issued, fully paid and non-assessable (subject to former Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law) and shall be free from preemptive rights and free from any tax,
lien or charge (other than those created by the Holder). The Company shall list or cause to have
quoted any shares of Common Stock to be issued upon conversion of Notes on each U.S. national
securities exchange or over-the-counter or other domestic market on which the Common Stock is then
listed or quoted.




26









 








     Section 4.10
Responsibility of Trustee.



          The Trustee and any other Conversion Agent shall not at any time be under any duty or
responsibility to any Holder of Notes to determine or calculate the Conversion Rate or whether any
facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Notes; and the Trustee and
any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor
any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article 4. Without limiting
the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 4.07 relating either to the kind or amount of
shares of stock or securities or property (including cash or any combination thereof) receivable by
Holders upon the conversion of their Notes after any event referred to in Section 4.07 or
to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.02
of the Original Indenture, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such supplemental
indenture) with respect thereto.




     Section 4.11 Notice to Holders Prior to Certain Actions.



          In case:




          (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that
would require an adjustment in the Conversion Rate pursuant to Section 4.04; or




          (b) the Company shall authorize the granting to the holders of all or substantially all of its
Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other
rights or warrants that would require an adjustment in the Conversion Rate pursuant to
Section 4.04 or Section 4.12 hereof; or




          (c) of any reclassification or reorganization of the Common Stock of the Company (other than a
subdivision or combination of its outstanding Common Stock, or a change in par value, or from par
value to no par value, or from no par value to par value), or of any consolidation or merger to
which the Company is a party and for which approval of any shareholders of the Company is required,
or of the sale, lease or transfer of all or substantially all of the assets of the Company and its
consolidated Subsidiaries; or




27









 








          (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company or
any of its Subsidiaries;



then, in each case (unless notice of such event is otherwise required pursuant to another provision
of this Supplemental Indenture), the Company shall cause to be filed with the Trustee and the
Conversion Agent and to be mailed to each Holder of Notes at such Holder’s address appearing on a
list of Holders of Notes, which the Company shall provide to the Trustee, as promptly as
practicable but in any event at least ten (10) days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend (or any other distribution) or rights or warrants, or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to such dividend,
distribution or rights or warrants are to be determined, or (y) the date on which such
reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution,
liquidation or winding up is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such dividend
(or any other distribution), reclassification, reorganization, consolidation, merger, sale, lease,
transfer, dissolution, liquidation or winding up.




     Section 4.12 Shareholder Rights Plan.



          Each share of Common Stock issued upon conversion of Notes pursuant to this Article 4
shall be entitled to receive the appropriate number of rights, if any, and the certificates
representing the Common Stock issued upon such conversion shall bear such legends, if any, in each
case as may be provided by the terms of any shareholder rights plan adopted by the Company, as the
same may be amended from time to time. If, prior to any conversion, however, such rights have
separated from the shares of Common Stock in accordance with the provisions of the applicable
shareholder rights agreement, then the Conversion Rate shall be adjusted at the time of separation
as if the Company distributed to all holders of the Common Stock shares of the Company’s capital
stock, evidences of indebtedness, assets, property, rights or warrants as described in
Section 4.04(c) above, subject to readjustment in the event of the expiration, termination
or redemption of such rights.




ARTICLE
5. REMEDIES




     Section 5.01
Events of Default.



          In addition to the Events of Default specified in Section 7.01 of the Original Indenture, with
respect to the Notes each of the following events shall be an “Event of Default”:




          (a) failure by the Company to pay any interest (including Additional Interest, if any) on the
Notes when due, which failure continues for thirty (30) consecutive days;




          (b) failure by the Company to pay the principal of any Note when due at its Stated Maturity,
upon any required repurchase, upon declaration or otherwise;




28









 








          (c) failure by the Company to comply with its obligation to convert the Notes in accordance
with this Supplemental Indenture upon exercise of a Holder’s conversion right in accordance with
Article 4 hereof, which failure continues unremedied for five (5) consecutive days;




          (d) failure by the Company to provide a Fundamental Change Company Notice pursuant to
Section 3.01(b) when due;




          (e) failure by the Company to observe or perform any covenant, warranty or agreement on the
part of the Company in this Supplemental Indenture or the Notes with respect to the Notes (other
than a covenant, warranty or agreement with respect to which a default or breach is otherwise
specifically dealt with in this Section 5.01), which failure continues for seventy-five
(75) consecutive days after written notice, specifying such failure and requiring the same to be
remedied, is given to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then Outstanding;




          (f) the occurrence of an event of default with respect to any other series of Debt Securities
issued under the Indenture or an uncured or unwaived failure by the Company to pay when due
principal of or interest on any obligation of the Company for borrowed money beyond any period of
grace with respect thereto if the aggregate principal amount of such obligation is in excess of
$100,000,000;




          (g) a final judgment for the payment of in excess of $100,000,000 (excluding any amounts
covered by insurance) rendered against the Company or any Significant Subsidiary of the Company,
which judgment is not discharged or stayed within 60 days after (i) the date on which the right to
appeal thereof has expired if no such appeal has commenced or (ii) the date on which all rights to
appeal have been extinguished;




          (h) an involuntary case or other proceeding shall be commenced against the Company or a
Significant Subsidiary of the Company with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against the Company or a Significant
Subsidiary of the Company under the federal bankruptcy laws as now or hereafter in effect; and




          (i) the Company or a Significant Subsidiary of the Company (A) commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any such law,
(B) consents to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or a Significant Subsidiary of
the Company or for all or substantially all of the property and assets of the Company or a
Significant Subsidiary of the Company or (C) effects any general assignment for the benefit of
creditors.




29









 








     Section 5.02 Additional Interest.



          Notwithstanding any provisions of the Indenture to the contrary, if the Company so elects, the
sole remedy for an Event of Default relating to any obligation to file documents and reports with
the Trustee as required by Section 314(a)(1) of the Trust Indenture Act of 1939 or by
Section 2.04 hereof or Section 6.03 of the Original Indenture, shall for the first
seventy-five (75) days beginning on, and including, the occurrence of such Event of Default consist
exclusively of the right to receive additional interest on the Notes equal to 0.25% of the
principal amount of the Notes (“Additional Interest”) for each day during the 75-day period
beginning on, and including, the occurrence of such an Event of Default during which such Event of
Default is continuing. In order to elect to pay Additional Interest as the sole remedy during the
first seventy-five (75) days after the occurrence of an Event of Default described in the preceding
sentence, the Company must give notice to the Holders of the Notes, the Trustee and the Paying
Agent of such election prior to the beginning of such period. Upon the failure to timely give all
Holders, the Trustee and the Paying Agent such notice, the Notes will be subject to acceleration as
provided in Section 5.03 hereof. If the Company makes such an election, such Additional
Interest will be payable in the same manner and on the same dates as the stated interest payable on
the Notes. On the 76th day after such Event of Default occurs (if such Event of Default is not
cured or waived prior to such 76th day), the Notes shall be subject to acceleration as provided in
Section 5.03 hereof. This Section 5.02 shall not affect the rights of Holders of
Notes in the event of the occurrence of any other Event of Default. Whenever in the Indenture
there is mentioned, in any context, the payment of interest on, or in respect of, any Note, such
mention shall be deemed to include mention of the payment of Additional Interest provided for in
this Section 5.02 to the extent that, in such context, Additional Interest is, was or would
be payable in respect thereof pursuant to the provisions of this Section 5.02, and express
mention of the payment of Additional Interest (if applicable) in any provision shall not be
construed as excluding Additional Interest in those provisions where such express mention is not
made.




     Section 5.03 Acceleration.



          If an Event of Default described in Section 5.01 hereof occurs and is continuing,
then, except for any Notes the principal of which shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding by notice in writing to the Company (and to the Trustee if given by Holders), may
declare the entire principal amount of all of the Notes, and the interest (including Additional
Interest, if any) accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable; provided, however, that upon the
occurrence of an Event of Default specified in Section 5.01(h) or (i), the
principal amount of, and interest (including Additional Interest, if any) on, all the Notes shall
automatically become due and payable. The Holders of a majority in principal amount of the
Outstanding Notes may waive all past defaults with respect to the Notes (except with respect to
nonpayment of principal or interest (including Additional Interest, if any) or with respect to the
failure to deliver the consideration due upon conversion) and rescind any acceleration with respect
to the Notes and its consequences. The provisions of Section 7.01 of the Original Indenture shall
otherwise remain applicable to the Notes.




30









 








ARTICLE
6. SATISFACTION AND DISCHARGE




     Section 6.01 Satisfaction and Discharge of the Supplemental Indenture.



          When (i) the Company shall deliver to the Debt Security registrar for cancellation all Notes
theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in
lieu of or in substitution for which other Notes shall have been authenticated and delivered) and
not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the
Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the
payment of the principal amount thereof, on any Fundamental Change Purchase Date or upon conversion
or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders,
as applicable, cash funds and shares of Common Stock, as applicable, sufficient to pay all amounts
due (and shares of Common Stock deliverable following conversion, if applicable) on all of such
Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu
of or in substitution for which other Notes shall have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including principal and interest
due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated
Maturity of the Notes or upon an earlier Fundamental Change Purchase Date, by a verification report
as to the sufficiency of the deposited amount from an independent certified accountant or other
financial professional reasonably satisfactory to the Trustee (which may include any of the
Underwriters), and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Supplemental Indenture shall cease to be of further effect
(except as to (A) rights hereunder of Holders of the Notes to receive all amounts owing upon the
Notes and the other rights, duties and obligations of Holders of the Notes, as beneficiaries hereof
with respect to the amounts, if any, so deposited with the Trustee and (B) the rights, obligations
and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions
precedent thereto herein provided have been satisfied and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental
Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in connection with this
Supplemental Indenture or the Notes.




     Section 6.02 Deposited Monies to Be Held in Trust by Trustee.



          Subject to Section 6.04, all monies deposited with the Trustee pursuant to
Section 6.01 shall be held in trust for the sole benefit of the Holders of the Notes, and
such monies shall be applied by the Trustee to the payment, either directly or through any Paying
Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular
Notes for the payment or redemption of which such monies have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest, if any.




31









 








     Section 6.03 Paying Agent to Repay Monies Held.



          Upon the satisfaction and discharge of the Indenture, all monies then held by any Paying Agent
of the Notes (other than the Trustee) shall, upon written request of the Company, be repaid to it
or paid to the Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.




     Section 6.04 Return of Unclaimed Monies.



          Subject to the requirements of applicable law, any monies deposited with or paid to the
Trustee for payment of the principal of or interest, if any, on the Notes and not applied but
remaining unclaimed by the Holders of the Notes for two years after the date upon which the
principal of or interest, if any, on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand and all liability of the Trustee
shall thereupon cease with respect to such monies; and the Holder of any of the Notes shall
thereafter look only to the Company for any payment that such Holder of the Notes may be entitled
to collect unless an applicable abandoned property law designates another Person.




     Section 6.05 Reinstatement.



          If the Trustee or the Paying Agent is unable to apply any money in accordance with
Section 6.02 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Supplemental Indenture, the Original Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 6.01 until such time as the Trustee
or the Paying Agent is permitted to apply all such money in accordance with Section 6.02;
provided, however, that if the Company makes any payment of interest on or principal of any Note
following the reinstatement of its obligations, the Company shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent.




ARTICLE
7. SUPPLEMENTAL INDENTURES




     Section 7.01 Amendments or Supplements Without Consent of Holders.



          In addition to any permitted amendment or supplement to the Indenture pursuant to
Section 11.01 of the Original Indenture, the Company and the Trustee may amend or supplement the
Indenture or the Notes without notice to or the consent of any Holder of the Notes to:




          (a) evidence the succession of another Person to the Company under the Indenture, or
successive successions, and the assumption by the successor Person of the covenants, agreements and
obligations of the Company pursuant to the Indenture;




          (b) add to the covenants applicable to the Company such further covenants, restrictions,
conditions or provisions as the Board of Directors and the Trustee shall consider to be for the
protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or




32









 







provisions a default or Event of Default with respect to the Notes permitting the enforcement
of all or any of the several remedies provided in the Indenture; provided, however, that in respect
of any such additional covenant, restriction or condition, such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default;




          (c) cure any ambiguity or to correct or supplement any provision contained in the Indenture or
in any supplemental indenture which may be defective or inconsistent with any other provision
contained in the Indenture or in any supplemental indenture;




          (d) convey, transfer, assign, mortgage or pledge any property to or with the Trustee;




          (e) make other provisions in regard to matters or questions arising under the Indenture as
shall not adversely affect the interests of the Holders;




          (f) evidence and provide for the acceptance of appointment by another Person as a successor
trustee and to add to or change any of the provisions of the Indenture as shall be necessary to
provide for or facilitate the administration of the trusts under the Indenture by more than one
trustee;




          (g) modify, amend or supplement the Indenture in such a manner as to permit the qualification
of any supplemental indenture under the Trust Indenture Act of 1939 as then in effect, except that
nothing contained in the Indenture shall permit or authorize the inclusion in any supplemental
indenture of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939;




          (h) establish any additional form of Debt Security and to provide for the issuance of any
additional series of Debt Securities;




          (i) add guarantees with respect to the Notes;




          (j) secure the Notes; or




          (k) conform the provisions of the Indenture to the “Description of notes” as set forth in the
final prospectus supplement related to the offering and sale of the Notes dated March 10, 2009.




     Section 7.02 Amendments, Supplements or Waivers With Consent of Holders.



          Subject to Section 11.02 of the Original Indenture and to the second sentence of this
Section 7.02, the Indenture or the Notes may be amended with the consent of the holders of
at least a majority in principal amount of the Notes then Outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes) and any past default or noncompliance with any provisions of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in principal amount of the Notes then
Outstanding (including, without limitation, consents obtained in connection with a




33









 







purchase of, or tender offer or exchange offer for, Notes). Notwithstanding the foregoing
provision and in addition to the provisions of Section 11.02 of the Original Indenture, without the
consent of each Holder of an outstanding Note affected by thereby, an amendment or waiver,
including a waiver in relation to a past Event of Default, may not:




          (a) extend the maturity of any Note;




          (b) reduce the rate of or extend the stated time for payment of interest, including Additional
Interest, on any Note;




          (c) reduce the principal of any Note;




          (d) make any change that adversely affects the conversion rights of any Notes;




          (e) reduce any Fundamental Change Purchase Price or amend or modify in any manner adverse to
the Holders of the Notes the Company’s obligation to make any such payments, whether through an
amendment or waiver of provisions in the covenants or definitions related thereto or otherwise;




          (f) make any Note payable in money other than that stated in the Notes; or




          (g) reduce the percentage of outstanding principal amount of Notes the Holders of which are
required to consent to (i) any supplemental indenture, (ii) rescind an acceleration of the Notes as
a result of an Event of Default, (iii) waive any past Event of Default or (iv) waive compliance
with Sections 5.02 and 5.04 (other than Section 5.04(a)(1) and (2)) to 5.08, inclusive, of the
Original Indenture.




ARTICLE
8. MISCELLANEOUS




     Section 8.01 Governing Law.



          THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE AND EACH
OF THE NOTES (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION).




     Section 8.02 Payments on Business Days.



          If any Interest Payment Date or the Stated Maturity of the Notes or any earlier required
repurchase date would fall on a day that is not a Business Day, the required payment shall be made
on the next succeeding Business Day and no interest on such payment shall accrue in respect of the
delay.




     Section 8.03 No Security Interest Created.



          Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction.




34









 








     Section 8.04 Trust Indenture Act.



          This Supplemental Indenture is hereby made subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939 required to be part of and to govern indentures
qualified under the Trust Indenture Act of 1939. If any provision hereof limits, qualifies or
conflicts with another provision hereof or the Original Indenture that is required to be included
in an indenture qualified under the Trust Indenture Act of 1939, such required provision shall
control.




     Section 8.05 Benefits of Indenture.



          Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give to
any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any
authenticating agent, any Debt Security registrar and their successors hereunder or the Holders of
the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental
Indenture.




     Section 8.06 Calculations.



          Except as otherwise provided in this Supplemental Indenture, the Company shall be responsible
for making all calculations called for under the Notes. These calculations include, but are not
limited to, determinations of any Last Reported Sale Prices of the Common Stock, accrued interest
payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these
calculations in good faith and, absent manifest error, the Company’s calculations shall be final
and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each
of the Trustee, and the Conversion Agent (if different than the Trustee), and each of the Trustee
and Conversion Agent (if different than the Trustee) is entitled to rely conclusively upon the
accuracy of the Company’s calculations without independent verification. The Trustee will forward
the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost
and expense of the Company.




     Section 8.07 Table of Contents, Headings, Etc.



          The table of contents and the titles and headings of the articles and sections of this
Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.




     Section 8.08 Execution in Counterparts.



          This Supplemental Indenture may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument.




35









 








     Section 8.09 Severability.



          In the event any provision of this Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, then (to the extent permitted by law) the validity, legality or
enforceability of the remaining provisions shall not in any way be affected or impaired.




[Remainder
of the page intentionally left blank]





36











 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	JOHNSON CONTROLS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ R. Bruce McDonald
 

R. Bruce McDonald
	 	 
	 

	 	Title:
	 	Executive Vice President and Chief Financial
Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Frank A. Voltolina
 

Frank A. Voltolina
	 	 
	 

	 	Title:
	 	Vice President and Corporate Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yvonne Siira
 

	 	 
	 

	 	Name:
	 	Yvonne Siira	 	 
	 

	 	Title:
	 	Vice President	 	 






Supplemental
Indenture


 









 






SCHEDULE A




     The following table sets forth the amount if any by which the Conversion Rate per $1,000
principal amount of Notes will increase pursuant to Section 4.06 of this Supplemental
Indenture for each Stock Price and Effective Date set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stock Price
	Effective date	 	$8.95	 	$12.00	 	$15.00	 	$18.00	 	$21.00	 	$24.00	 	$27.00	 	$30.00	 	$33.00	 	$36.00	 	$39.00	 	$42.00	 	$45.00
	March 16, 2009
	 	 	22.3463	 	 	 	11.3871	 	 	 	6.0350	 	 	 	3.4591	 	 	 	2.1011	 	 	 	1.3298	 	 	 	0.8641	 	 	 	0.5688	 	 	 	0.3743	 	 	 	0.2424	 	 	 	0.1507	 	 	 	0.0858	 	 	 	0.0394	 
	September 30, 2009
	 	 	22.3463	 	 	 	11.0516	 	 	 	5.6414	 	 	 	3.1248	 	 	 	1.8435	 	 	 	1.1384	 	 	 	0.7243	 	 	 	0.4676	 	 	 	0.3014	 	 	 	0.1903	 	 	 	0.1154	 	 	 	0.0668	 	 	 	0.0381	 
	September 30, 2010
	 	 	22.3463	 	 	 	9.8900	 	 	 	4.4662	 	 	 	2.2163	 	 	 	1.2015	 	 	 	0.7009	 	 	 	0.4306	 	 	 	0.2721	 	 	 	0.1723	 	 	 	0.1068	 	 	 	0.0645	 	 	 	0.0398	 	 	 	0.0269	 
	September 30, 2011
	 	 	22.3463	 	 	 	7.2207	 	 	 	2.3251	 	 	 	0.8603	 	 	 	0.4057	 	 	 	0.2416	 	 	 	0.1644	 	 	 	0.1168	 	 	 	0.0826	 	 	 	0.0585	 	 	 	0.0440	 	 	 	0.0360	 	 	 	0.0311	 
	September 30, 2012
	 	 	22.3463	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






 









 






EXHIBIT A




[FORM OF NOTE]



THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR
NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES.



UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




JOHNSON CONTROLS, INC.




6.50% Convertible Senior Note due 2012




			
	 	 	 
	No. [     ]
	 	Initially $402,500,000






CUSIP No. 478366 AS6

ISIN No. 478366AS61




     JOHNSON CONTROLS, INC., a Wisconsin corporation (herein called the “Company”, which term
includes any successor Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay CEDE & CO., or registered assigns, Four Hundred Two Million Five Hundred
Thousand Dollars ($402,500,000) (or such lesser principal amount as shall be specified in the
“Schedule of Exchanges of Securities” attached hereto as Schedule A) on September 30, 2012
unless earlier converted or repurchased, and to pay interest thereon as set forth in the manner, at
the rates and to the Persons set forth in the Indenture.



     This Note shall bear interest at a rate of 6.50% per annum from March 16, 2009 or from the
most recent date to which interest had been paid or provided to, but excluding, the next scheduled
Interest Payment Date, until the principal hereof shall be repaid. Interest on this Note will be
computed on the basis of a 360-day year composed of twelve 30-day months. Interest is payable
semi-annually in arrears on each March 31 and September 30, commencing on September 30, 2009, to
the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on the Regular Record Date for such interest. Additional Interest will be
payable at the option of the Company on the terms set forth in Section 5.02 of the within-mentioned
Supplemental Indenture.



 A-1









 





     The Company shall pay principal of and interest on this Note, so long as such Note is a Global
Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the
registered Holder of such Note. The Company shall pay principal of any Notes (other than Notes
that are Global Notes) at the office or agency designated by the Company for that purpose. The
Company has initially designated the Trustee as its Paying Agent and Debt Security registrar in
respect of the Notes and its agency in New York, New York as a place where Notes may be presented
for payment or for registration of transfer. The Company may, however, change the Paying Agent or
Debt Security registrar for the Notes without prior notice to the Holders thereof, and the Company
may act as Paying Agent or Debt Security registrar. Interest on the Notes (other than Notes that
are Global Notes) will be payable (i) to Holders of the Notes having an aggregate principal amount
of Notes of $5,000,000 or less, by check mailed to the Holders of these Notes at their address in
the Debt Security Register and (ii) to Holders having an aggregate principal amount of Notes in
excess of $5,000,000, either by check mailed to each Holder at its address in the Debt Security
Register or, upon application by a Holder to the Debt Security registrar not later than the
relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s
account within the U.S., which application shall remain in effect until that Holder notifies, in
writing, the Debt Security registrar to the contrary.



     Reference is 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.



[Remainder of page intentionally left blank]




 A-2









 








     IN WITNESS WHEREOF, the undersigned has caused this instrument to be signed below by its duly
authorized officers.



Dated: March 16, 2009




	 	 	 	 	 
	JOHNSON CONTROLS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






 A-3









 






CERTIFICATE OF AUTHENTICATION




     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



Dated: March 16, 2009




	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






 A-4









 






[FORM OF REVERSE OF NOTE]




     This Note is one of a duly authorized issue of Debt Securities of the Company (herein called
the “Notes”) issued under an Indenture dated as of January 17, 2006 (herein called the “Original
Indenture”), as supplemented by the Supplemental Indenture dated as of March 16, 2009 (herein
called the “Supplemental Indenture” and the Original Indenture, as supplemented by the Supplemental
Indenture, the “Indenture”) by and between the Company and U.S. Bank National Association (as
successor to JPMorgan Chase Bank, N.A.) (herein called the “Trustee”), and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. Additional Notes may be
issued in an unlimited aggregate principal amount, subject to certain conditions specified in the
Indenture.



     This Note is not subject to redemption at the option of the Company prior to September 30,
2012 and, for the avoidance of doubt, this Note is not subject to the provisions of Article Four of
the Original Indenture.



     Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s
option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date
at a price equal to the Fundamental Change Purchase Price.



     As provided in and subject to the provisions of the Indenture, the Holder hereof has the
right, at its option, during certain periods and upon the occurrence of certain conditions
specified in the Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding September 30, 2012, to convert this Note or a portion thereof that is $1,000
or an integral multiple thereof, into cash and shares of Common Stock, if any, at the applicable
Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the
Indenture.



     As provided in and subject to the provisions of the Indenture, the Company will make all
payments and deliveries in respect of the Fundamental Change Purchase Price and the principal
amount on the Stated Maturity thereof, as the case may be, to the holder who surrenders a Note to a
Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in
money of the U.S. that at the time of payment is legal tender for payment of public and private
debts.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes to be effected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future



 A-5









 




Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.




     As provided in and subject to the provisions of the Indenture, in case an Event of Default, as
defined in the Indenture, shall have occurred and be continuing, the principal of and interest on
all Notes may be declared due and payable, by either the Trustee or Holders of not less than 25% in
aggregate principal amount of Notes then outstanding, and upon said declaration shall become due
and payable, in the manner, with the effect and subject to the conditions provided in the
Indenture; provided that upon the occurrence of an Event of Default specified in Section 5.01(h) or
(i) of the Supplemental Indenture, the principal amount of, and interest on, all the Notes shall
automatically become due and payable.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the time, place and rate, and in the coin
and currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Debt Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Debt Security registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new
Notes of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and subject to certain limitations
therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or Trustee may treat the Person in whose name the Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



     All defined terms used in this Note that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     In the case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control. This Note, for all purposes, shall be governed by and construed in



 A-6









 




accordance with the internal laws of the State of New York (without regard to conflicts of law
principles that provide for the application of the laws of another jurisdiction).




     Unless the certificate of authentication hereon has been executed by the Trustee referred to
herein by manual signature, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



 A-7









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription of the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:


TEN COM — as tenants in common



TEN ENT — as tenants by the entireties



JT TEN — as joint tenants with right of survivorship and not as tenants in common



UNIF GIFT MIN ACT — Uniform Gifts to Minors Act



CUST — Custodian



Additional abbreviations may also be used though not in the above list.




 A-8









 








SCHEDULE A TO NOTE




SCHEDULES OF EXCHANGES OF SECURITIES




JOHNSON CONTROLS, INC.




6.50% Convertible Senior Notes due 2012




     The initial principal amount of this Global Debt Security is Four Hundred Two Million Five
Hundred Thousand Dollars ($402,500,000). The following exchanges, purchases or conversions of a
part of this Global Debt Security have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	Amount of decrease	 	Amount of increase in	 	this Global Note	 	Signature of
	 	 	in principal amount	 	principal amount of	 	following such	 	authorized signatory
	Date of Exchange	 	of this Global Note	 	this Global Note	 	decrease or increase	 	of Trustee
	 
	 	 	 	 	 	 	 	 





 A-9









 






EXHIBIT A TO NOTE




[FORM OF NOTICE OF CONVERSION]




To:      Johnson Controls, Inc.




     The undersigned owner of this Note hereby irrevocably exercises the option to convert this
Note, or a portion hereof (which is $1,000 or an integral multiple hereof) below designated, into
cash and shares of Common Stock, if any, in accordance with the terms of the Indenture referred to
in this Note, and directs that cash payable and any shares of Common Stock issuable and deliverable
upon conversion, together with any check in payment for fractional shares of Common Stock, and any
Notes representing any unconverted principal amount hereof, be paid or issued and delivered, as the
case may be, to the registered Holder hereof unless a different name has been indicated below.
Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a
date after the close of business on a Regular Record Date and prior to the opening of business on
the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the
interest payable on such Interest Payment Date of the principal of this Note to be converted. If
any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.



Principal amount to be converted (in an integral multiple of $1,000, if less than all):



$                                        




	 	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature(s)
	 
	 	 
	 

	 	Signature(s) must be guaranteed by an
institution which is a member of one of the
following recognized signature Guarantee
Programs:
	 
	 	 
	 

	 	(i) The Securities Transfer Agent Medallion
Program (STAMP); (ii) The New York Stock
Exchange Medallion Program; (iii) The Stock
Exchange Medallion Program (SEMP) or
(iv) another guarantee program acceptable to
the Trustee.
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature Guarantee






 A-1









 






     Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise
than to the registered Holder.



	 	 	 
	 

(Name)

	 	 
	 
	 	 
	 

(Address)

	 	 






Please print Name and Address (including zip code number)




Social Security or other Taxpayer Identifying Number:




    
                 
                                                   
        




 A-2









 








EXHIBIT B TO NOTE




[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE]




To: Johnson Controls, Inc.



     The undersigned registered owner of this Note hereby acknowledges receipt of a notice from
Johnson Controls, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to
the Company and specifying the Fundamental Change Purchase Date and requests and instructs the
Company to repay to the registered holder hereof in accordance with the applicable provisions of
this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note,
or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below
designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after
a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and
unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date.



     In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are
as set forth below:



Dated:                                         




	 	 	 
	 

Signature(s)

	 	 
	 
	 	 
	 

Social Security or Other Taxpayer Identification Number

	 	 






Principal amount to be repaid (if less than all): $                    ,000



NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as
written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.





 B-1









 








EXHIBIT C TO NOTE




[FORM OF ASSIGNMENT AND TRANSFER]




     For value received                                                              hereby sell(s),
assign(s) and transfer(s) unto                                          (Please insert social
security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably
constitutes and appoints                                          attorney to transfer the said Note on the books
of the Company, with full power of substitution in the premises.



Dated:                                         




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

Signature(s)
	 	 
	 
	 	 	 	 
	 

	 	Signature(s) must be guaranteed by an
institution which is a member of one of the
following recognized signature Guarantee
Programs:	 	 
	 
	 	 	 	 
	 

	 	(i) The Securities Transfer Agent Medallion
Program (STAMP); (ii) The New York Stock
Exchange Medallion Program; (iii) The Stock
Exchange Medallion Program (SEMP) or
(iv) another guarantee program acceptable to
the Trustee.	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

Signature Guarantee
	 	 







 C-1