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PRICING AGREEMENT

Broker Dealer Agreement

PRICING AGREEMENT | Document Parties: MONSANTO COMPANY You are currently viewing:
This Broker Dealer Agreement involves

MONSANTO COMPANY

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Title: PRICING AGREEMENT
Date: 4/15/2008
Industry: Chemical Manufacturing     Law Firm: Mayer Brown     Sector: Basic Materials

PRICING AGREEMENT, Parties: monsanto company
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Exhibit 1.2

 

 

PRICING AGREEMENT

April 10, 2008

Name(s) of Representative(s)

As Representatives of the several

Underwriters named in Schedule I hereto,

 

Ladies and Gentlemen:

MONSANTO COMPANY , a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 10, 2008 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus and the Time of Sale Information in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus and the Time of Sale Information (each as therein defined), and also a representation and warranty of the date of this Pricing Agreement in relation to the Prospectus and the Time of Sale Information relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II thereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

Schedule III hereto sets forth the Free Writing Prospectuses, if any, included in the Time of Sale Information.

 

 

 

 

 

 


 

If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

 

Very truly yours,

 

 

 

 

 

MONSANTO COMPANY

 

 

 

 

 

 

 

By:

 /s/ Robert A. Paley

 

 

Name:   Robert A. Paley

 

 

Title:     Vice President & Treasurer

 

Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

GREENWICH CAPITAL MARKETS, INC .

 

By:   CITIGROUP GLOBAL MARKETS INC.

 

 

 

 

By:

 /s/ Brian D. Bednarski

 

 

Name:   Brian D. Bednarski

 

 

Title:     Managing Director

 

 

By:   J.P. MORGAN SECURITIES INC.

 

 

 

 

By:

 /s/ Robert Bottamedi

 

 

Name:   Robert Bottamedi

 

 

Title:     Vice President

 

 

On behalf of each themselves and

each of the other Underwriters

 

2

 


 

SCHEDULE I

 

 

Underwriter

Principal Amount of
Notes due 2018

Principal Amount of
Notes due 2038

Citigroup Global Markets Inc.

$  55,200,000

$  46,000,000

Goldman, Sachs & Co.

 

55,200,000

46,000,000

J.P. Morgan Securities Inc.

 

55,200,000

46,000,000

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

55,2


 
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