Exhibit 4.1
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
4.85% Notes due
2012
CUSIP NO. 260543 BZ 5
ISIN NO. US260543BZ51
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 August 15, 2012, 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 February 15 and August 15
(each an “Interest Payment Date”), commencing
February 15, 2010 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 February 15 or August 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
August 7, 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 February 1 or August 1, as the case may
be, and before the following February 15 or August 15,
this Security shall bear interest from such February 15 or
August 15; provided , that if the Company shall default
in the payment of interest due on such February 15 or
August 15, then this Security shall bear interest from the
next preceding February 15 or August 15, to which
interest has been paid or, if no interest has been paid on this
Security, from August 7, 2009. The interest payable on any
February 15 or August 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 February 1 or
August 1 (each a “Record Date”), as the case may
be, next preceding such February 15 or August 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.
Dated: August 7,
2009
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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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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
4.85% Notes due
2012
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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Ba1
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0.25
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%
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Ba2
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0.50
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%
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Ba3
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0.75
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%
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B1 or below
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1.00
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%
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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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Percentage
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BB+
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0.25
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%
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BB
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0.50
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%
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BB-
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0.75
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%
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B+ or below
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1.00
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%
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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 havin