Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITORY”) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE DOW CHEMICAL
COMPANY
9.40% NOTES DUE
2039
ISIN NO. US260543BY86
THE DOW CHEMICAL COMPANY, a Delaware corporation
(herein called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [______________] DOLLARS
(US$[__________]) on May 15, 2039, in such coin or currency of the
United States of America as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay
interest thereon semi-annually on each May 15 and November 15 (each
an “Interest Payment Date”), commencing November 15,
2009 and at maturity on said principal sum, in such coin or
currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts,
at the rate per annum specified in the title of this Security, or
as may be adjusted pursuant to the terms hereof, from the May 15 or
November 15, as the case may be, next preceding the date of this
Security to which interest has been paid, unless the date hereof is
a date to which interest has been paid, in which case from the date
of this Security, or unless no interest has been paid on this
Security, in which case from May 13, 2009, until payment of said
principal sum has been made or duly provided
for. Payments of such principal and interest shall be
made at the office or agency of the Company in Chicago, Illinois,
which, subject to the right of the Company to vary or terminate the
appointment of such agency, shall initially be at the principal
office of The Bank of New York Mellon Trust Company, N.A., Two
North LaSalle Street, Chicago, Illinois 60602;
provided , that payment of interest may be made at the
option of the Company by check mailed to the address of the person
entitled thereto as such address shall appear on the Security
register; provided , further that so long as CEDE
& CO. or another nominee of the Depository is the registered
owner of this Security payments of principal and interest will be
made in immediately available funds through the Depository’s
Same-Day Funds Settlement
System. Notwithstanding
the foregoing, if the date hereof is after April 30 or October 31,
as the case may be, and before the following May 15 or November 15,
this Security shall bear interest from such May 15 or November 15;
provided , that if the Company shall default in the payment
of interest due on such May 15 or November 15, then this Security
shall bear interest from the next preceding May 15 or November 15,
to which interest has been paid or, if no interest has been paid on
this Security, from May 13, 2009. The interest payable
on any May 15 or November 15 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Security is registered at the
close of business on the April 30 or October 31 (each a
“Record Date”), as the case may be, next preceding such
May 15 or November 15, and the interest payable at maturity will be
payable to the person to whom the principal hereof shall be
payable.
Reference is made to the further provisions of
this Security set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Security shall not be valid or become
obligatory for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
[Signatures appear on next
page]
IN WITNESS WHEREOF, THE DOW CHEMICAL COMPANY has
caused this instrument to be signed by facsimile by its duly
authorized representative.
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Attest:
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THE DOW CHEMICAL COMPANY
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By:
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By:
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W. Michael McGuire
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Fernando Ruiz
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Assistant Secretary
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Corporate Vice President and
Treasurer
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Notes Due 2039 R-[__]
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein referred to in the within-mentioned
Indenture.
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The Bank of New York Mellon
Trust
Company, N.A., as Trustee
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By:
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Authorized Signatory
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THE DOW CHEMICAL
COMPANY
9.40% NOTES DUE
2039
Section 1. General
. This Note is one of a duly authorized issue of
securities of the Company (herein called the
“Securities”), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 2008 (the
“Indenture”), between The Dow Chemical Company (the
“Company”) and The Bank of New York Mellon Trust
Company, N.A., as trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the Securities of
the series designated on the face hereof.
Section 2. Interest Rate
Adjustment . The interest rate payable on this
Security shall be subject to adjustments from time to time if
either Moody’s (as defined below) or S&P (as defined
below) or, if either Moody’s or S&P ceases to rate the
Securities or fails to make a rating of the Securities publicly
available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act, selected by us as a replacement agency for Moody’s or
S&P (a “substitute rating agency”) downgrades (or
subsequently upgrades) the credit rating assigned to the
Securities, in the manner described below.
If the rating from Moody’s (or any
substitute rating agency thereof) of the Securities is decreased to
a rating set forth in the immediately following table, the interest
rate on this Security will increase such that it will equal the
interest rate set forth on the face of this Security plus the
percentage set forth opposite the ratings from the table
below:
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Percentage
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0.25%
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0.50%
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0.75%
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1.00%
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*
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Including the equivalent ratings of
any substitute rating agency.
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If the rating from S&P (or any substitute
rating agency thereof) of the Securities is decreased to a rating
set forth in the immediately following table, the interest rate on
this Security will increase such that it will equal the interest
rate set forth on the face of this Security plus the percentage set
forth opposite the ratings from the table below:
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*
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Including the equivalent ratings of
any substitute rating agency.
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If at any time the interest rate on this
Security has been adjusted upward and either Moody’s or
S&P (or, in either case, a substitute rating agency thereof),
as the case may be, subsequently increases its rating of the
Securities to any of the threshold ratings set forth above, the
interest rate on this Security will be decreased such that the
interest rate for this Security equals the interest rate set forth
on the face of this Security plus the percentages set forth
opposite the ratings from the tables above in effect immediately
following the increase in rating. If Moody’s (or any
substitute rating agency thereof) subsequently increases its rating
of the Securities to Baa3 (or its equivalent, in the case of a
substitute rating agency) or higher, and S&P (or any substitute
rating agency thereof) increases its rating to BBB- (or its
equivalent, in the case of a substitute rating agency) or higher
the interest rate on this Security will be decreased to the
interest rate set forth on the face of this Security. In addition,
the interest rates on this Security will permanently cease to be
subject to any adjustment described above (notwithstanding any
subsequent decrease in the ratings by either or both rating
agencies) if the Securities become rated A-3 and A- (or the
equivalent of either such rating, in the case of a substitute
rating agency) or higher by Moody’s and S&P (or, in
either case, a substitute rating agency thereof), respectively (or
one of these ratings if the Securities are only rated by one rating
agency).
Each adjustment required by any decrease or
increase in a rating set forth above, whether occasioned by the
action of Moody’s or S&P (or, in either case, a
substitute rating agency thereof), shall be made independent of any
and all other adjustments. In no event shall (1) the interest
rate for this Security be reduced to below the interest rate set
forth on the face of this Security or (2) the total increase
in the interest rate on this Security exceed 2.00% above the
interest rate set forth on the face of this Security.
No adjustments in the interest rate of the
Securities shall be made solely as a result of a rating agency
ceasing to provide a rating of the Securities. If at any time fewer
than two rating agencies provide a rating of the Securities for a
reason beyond the Company’s control, the Company will use its
commercially reasonable efforts to obtain a rating of the
Securities from a substitute rating agency, to the extent one
exists, and if a substitute rating agency exists, for purposes of
determining any increase or decrease in the interest rate on this
Security pursuant to the tables above (a) such substitute
rating agency will be substituted for the last rating agency to
provide a rating of the Securities but which has since ceased to
provide such rating, (b) the relative rating scale used by
such substitute rating agency to assign ratings to senior unsecured
debt will be determined in good faith by the Company and, for
purposes of determining the applicable ratings included in the
applicable table above with respect to such substitute rating
agency, such ratings will be deemed to be the equivalent ratings
used by Moody’s or S&P, as applicable, in such table and
(c) the interest rate on this Security will increase or
decrease, as the case may be, such that the interest rate equals
the interest rate set forth on the face of this Security plus the
appropriate percentage, if any, set forth opposite the rating from
such substitute rating agency in the applicable table above (taking
into account the provisions of clause (b) above) (plus any
applicable percentage resulting from a decreased rating by the
other rating
agency). For so long as only one
rating agency provides a rating of the Securities, any subsequent
increase or decrease in the interest rate of the Securities
necessitated by a reduction or increase in the rating by the agency
providing the rating shall be twice the percentage set forth in the
applicable table above. For so long as none of Moody’s,
S&P or a substitute rating agency provides a rating of the
Securities, the interest rate on this Security will increase to, or
remain at, as the case may be, 2.00% above the interest rate set
forth on the face of this Security.
Any interest rate increase or decrease described
above will take effect from the first day of the interest period
commencing after the date on which a rating change occurs that
requires an adjustment in the interest rate. If Moody’s or
S&P (or, in either case, a substitute rating agency thereof)
changes its rating of the Securities more than once during any
particular interest period, the last change by such agency will
control for purposes of any interest rate increase or decrease with
respect to the Securities described above relating to such rating
agency’s action.
If the interest rate payable on this Security is
increased as described above the term “interest,” as
used with respect to this Security, will be deemed to include any
such additional interest unless the context otherwise
requires.
Section 3. Redemption; Sinking
Fund . (a) Except as provided in paragraph (b)
below, the Securities are not redeemable prior to
maturity.
(b) The
Securities are redeemable, at any time in whole or from time to
time in part, at the option of the Company at a redemption price
equal to the greater of:
(i) 100%
of the principal amount of the Securities to be redeemed on that
redemption date; and
(ii) the
sum of the present values of the remaining scheduled payments of
principal and interest on the Securities being redeemed on that
redemption date (not including any portion of such payments of
interest accrued as of the date of redemption), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 50 basis points,
plus, in each case, accrued and
unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of
interest on Securities that are due and payable on interest payment
dates falling on or prior to a redemption date will be payable on
the Interest Payment Date to the registered Holders as of the close
of business on the relevant Record Date according to this Security
and the Indenture.
“Comparable Treasury Issue” means
the United States Treasury security selected by the Quotation Agent
as having a maturity comparable to the remaining term (as measured
from the date of redemption) of the Securities to be redeemed that
would be utilized, at the time of sele
