FORM OF AMENDMENT TO US DISTRIBUTION AGREEMENT
Published on October 15, 2002
EXHIBIT 1.4
EMERSON ELECTRIC CO.
MEDIUM-TERM NOTES
Due from 9 Months or more from Date of Issue
AMENDMENT TO U.S. DISTRIBUTION AGREEMENT
October 7, 2002
MORGAN STANLEY & CO. INCORPORATED J.P. MORGAN SECURITIES INC.
1585 Broadway 270 Park Avenue
New York, New York 10036 New York, New York 10017
BANC ONE CAPITAL MARKETS, INC. BANC OF AMERICA SECURITIES LLC
1 Bank Plaza, Suite IL1-0595 Bank of America Corporate Center
Attn: Investment Grade Securities, 8th Floor 100 North Tryon Street, 8th Floor
Chicago, IL 60670 Charlotte, North Carolina 28255
SALOMON SMITH BARNEY INC.
390 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
EMERSON ELECTRIC CO., a Missouri corporation (the "COMPANY"),
confirms its agreement with each of you with respect to this amendment (the
"AMENDMENT") to that certain U.S. Distribution Agreement (the "AGREEMENT"),
dated September 23, 1999, a copy of which is attached hereto as Exhibit A, by
and between the Company and Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. (the "INITIAL AGENTS") relating to the issue and sale of the
Company's medium-term notes due 9 months or more from date of issue (the
"NOTES"). Capitalized terms used but not otherwise defined herein shall have the
meanings given to them in the Agreement. The Agreement is hereby amended as
follows:
1. The Agreement is hereby amended to add Banc One Capital Markets,
Inc., Banc of America Securities LLC and Salomon Smith Barney Inc. as Agents
under the Agreement, from and including the date hereof (the "ADDITIONAL
AGENTS"), and all references to "AGENT" or "AGENTS" in the Agreement shall refer
to Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Banc One
Capital Markets, Inc., Banc of America Securities LLC and Salomon Smith Barney
Inc., individually or collectively.
2. From and including the date of this Amendment, all references in the
Agreement to the Company's registration statement on Form S-3 (File No.
333-84673) shall be deemed to include reference to the Company's registration
statement on Form S-3 (File No. 333-52658) relating to the offer and sale from
time to time of up to $2,000,000,000 of its debt securities, of
which $1,000,000,000 remain unsold and available under the registration
statement as of the date of this Amendment.
3. The term "COMMENCEMENT DATE" in the Agreement shall mean, with
respect to the Additional Agents, the date of this Amendment. Any obligations,
covenants, agreements, representations and warranties of the Company to the
Additional Agents or of the Additional Agents to the Company relating to or
arising under the terms of the Agreement or this Amendment shall apply only from
and including the date of this Amendment.
4. The term "AGREEMENT" in the Agreement shall mean the Agreement, as
amended by this Amendment.
5. The Company represents and warrants to and agrees with each Agent as
of the date of this Amendment as set forth in Section 1 of the Agreement. The
parties agree that with respect to solicitations, offers, purchases and sales of
the Notes after the date hereof, Section 4(a)(iii) shall only apply to
downgrades and notices after the date hereof.
6. The Initial Agents acknowledge that the Company has provided to the
Agents a certificate by an executive officer, an opinion of its general counsel
and a letter from its independent accountants, all dated as of October 7, 2002,
in the forms referred to in Section 5 of the Agreement. The Initial Agents and
the Company hereby agree that the Company's notification and document delivery
obligations under the Agreement that have arisen prior to the date hereof
relating to (i) the filing of the Company's registration statement on Form S-3
on December 22, 2000 (File No.333- 52658) and (ii) the filing of the Company's
Annual Reports on Form 10-K dated December 20, 1999, December 22, 2000 and
December 21, 2001 have been satisfied or waived.
7. The Additional Agents acknowledge receipt of all documents referred
to in Section 6 of this Amendment and agree that such delivery satisfies all
delivery requirements to the Additional Agents under Sections 3, 4 or 5 of the
Agreement that may have arisen on or prior to the date of this Amendment and
that all delivery requirements in the Agreement shall apply with respect to the
Additional Agents only from and including the date of this Amendment.
8. Any notice requirements in the Agreement shall apply with respect to
the Additional Agents only from and including the date of this Amendment. Any
notices sent to the Additional Agents will be in writing and effective only upon
receipt at the following addresses:
Banc One Capital Markets, Inc.
1 Bank Plaza, Suite IL1-0463
Attn: MTN Desk
Chicago, IL 60670
Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street, 8th Floor
Charlotte, North Carolina 28255
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Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
9. The Initial Agents confirm that the Agreement, as amended hereby,
shall remain in effect and that the Initial Agents shall continue as agents
thereunder.
10. Other than as set forth above, the Agreement will remain in full
force and effect, according to its terms, after the date of this Agreement.
11. This Amendment may be signed in two or more counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
12. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York.
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If the foregoing is acceptable to you, please sign and return
to us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Company and you.
Very truly yours,
EMERSON ELECTRIC CO.
By: /s/ D. Rabe
-----------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC
By: /s/ Michael Fusco By: /s/ Lily Chang
------------------------------- -------------------------------
Name: Name: Lily Chang
Title: Title: Principal
J.P. MORGAN SECURITIES INC. SALOMON SMITH BARNEY INC.
By: /s/ Carl J. Mehldau Jr. By: /s/ Martha D. Bailey
------------------------------- -------------------------------
Name: Carl J. Mehldau Jr. Name: Martha D. Bailey
Title: Vice President Title: Senior Vice President
BANC ONE CAPITAL MARKETS, INC.
By: /s/ Katherine Cokic
-------------------------------
Name: Katherine Cokic
Title: Associate Director
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