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
Floating Rate Notes due
2011
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CUSIP NO. 260543 CB 7
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ISIN NO. US260543CB74
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No. R-[ ]
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US$[ ]
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THE DOW CHEMICAL COMPANY, a Delaware
corporation (herein called the “Company,” which term
includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of
[ ]
DOLLARS
(US$[ ])
on August 8, 2011, 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 quarterly on each
February 8, May 8, August 8 and
November 8 (each an “Interest Payment Date”),
commencing November 8, 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 specified on the reverse hereof, or
as may be adjusted pursuant to the terms hereof, from the most
recent Interest Payment Date 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 a
Record
Date (as defined below) and before the related
Interest Payment Date, this Security shall bear interest from such
related Interest Payment Date; provided , that if the
Company shall default in the payment of interest due on such
Interest Payment Date, then this Security shall bear interest from
the next preceding Interest Payment Date, 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 Interest Payment
Date 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
fifteenth (15th) calendar day immediately preceding such
Interest Payment Date (whether or not a Business Day) (each a
“Record Date”), 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]
2
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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3
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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4
THE DOW CHEMICAL
COMPANY
Floating Rate Notes due
2011
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
. The interest rate on this Security will be reset quarterly on
February 8, May 8, August 8 and
November 8 of each year, commencing November 8, 2009
(each, an “Interest Reset Date”). This Security will
bear interest at a per annum rate equal to three-month LIBOR (as
defined below) for the applicable Interest Reset Period or Initial
Interest Period (each as defined below) plus 2.25% (225 basis
points). The interest rate for the Initial Interest Period will be
three-month LIBOR, determined as of August 5, 2009, plus
2.25% per annum. The “Initial Interest Period” is
the period from August 7, 2009 to but excluding
November 8, 2009. Thereafter, each “Interest Reset
Period” will be the period from and including an Interest
Reset Date to but excluding the immediately succeeding Interest
Reset Date; provided that the final Interest Reset Period
will be the period from and including the Interest Reset Date
immediately preceding the maturity date of this Security to but
excluding the maturity date.
If any Interest Reset Date would
otherwise be a day that is not a Business Day (as defined below),
the Interest Reset Date will be postponed to the immediately
succeeding day that is a Business Day, except that if that Business
Day is in the immediately succeeding calendar month, the Interest
Reset Date will be the immediately preceding Business
Day.
The interest rate in effect on each
day will be (i) if that day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as
defined below) immediately preceding such Interest Reset Date or
(ii) if that day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date or the original issue
date, as the case may be.
The interest rate applicable to each
Interest Reset Period commencing on the related Interest Reset
Date, or the date of original issuance in the case of the Initial
Interest Period, will be the rate determined as of the applicable
Interest Determination Date. The “Interest Determination
Date” will be the second London business day immediately
preceding the date of original issuance, in the case of the initial
Interest Reset Period, or thereafter the applicable Interest Reset
Date.
5
The Bank of New York Mellon Trust
Company, N.A., or its successor appointed by the Company, will act
as calculation agent. Three-month LIBOR will be determined by the
calculation agent as of the applicable Interest Determination Date
in accordance with the following provisions:
(i) LIBOR is the rate for deposits
in U.S. dollars for the 3-month period which appears on Bloomberg
Page BBAM1 (as defined below) at approximately 11:00 a.m., London
time, on the applicable Interest Determination Date.
“Bloomberg Page BBAM1” means the display designated on
page “BBAM1” on the Bloomberg Service (or such other
page as may replace the BBAM1 page on that service, any successor
service or such other service or services as may be nominated by
the British Bankers’ Association for the purpose of
displaying London interbank offered rates for U.S. dollar
deposits). If no rate appears on Bloomberg Page BBAM1, LIBOR for
such Interest Determination Date will be determined in accordance
with the provisions of paragraph (ii) below.
(ii) With respect to an Interest
Determination Date on which no rate appears on Bloomberg Page BBAM1
as of approximately 11:00 a.m., London time, on such Interest
Determination Date, the calculation agent shall request the
principal London offices of each of four major reference banks
(which may include affiliates of Banc of America Securities LLC,
Citigroup Global Markets) in the London interbank market selected
by the calculation agent (after consultation with the Company) to
provide the calculation agent with a quotation of the rate at which
deposits of U.S. dollars having a three-month maturity, commencing
on the second London business day (as defined below) immediately
following such Interest Determination Date, are offered by it to
prime banks in the London interbank market as of approximately
11:00 a.m., London time, on such Interest Determination Date in a
principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such
market at such time. If at least two such quotations are provided,
LIBOR for such Interest Determination Date will be the arithmetic
mean of such quotations as calculated by the calculation agent. If
fewer than two quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of the rates quoted
as of approximately 11:00 a.m., New York City time, on such
Interest Determination Date by three major banks (which may include
affiliates of Banc of America Securities LLC, Citigroup Global
Markets Inc., HSBC Securities (USA) Inc. and Morgan
Stanley & Co. Incorporated) selected by the calculation
agent (after consultation with the Company) for loans in U.S.
dollars to leading European banks having a three-month maturity
commencing on the second London business day immediately following
such Interest Determination Date and in a principal amount equal to
an amount of not less than U.S. $1,000,000 that is representative
for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the
calculation agent are not quoting such rates as mentioned in this
sentence, LIBOR for such Interest Determination Date will be LIBOR
determined with respect to the immediately preceding Interest
Determination Date.
6
All percentages resulting from any
calculation of any interest rate for this Security will be rounded,
if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655%
(or .0987655), and all dollar amounts will be rounded to the
nearest cent, with one-half cent being rounded upward.
Promptly upon such determination,
the calculation agent will notify the Company and the Trustee (if
the calculation agent is not the Trustee) of the interest rate for
the new Interest Reset Period.
All calculations made by the
calculation agent for the purposes of calculating interest on this
Security shall be conclusive and binding on the holders and the
Company, absent manifest errors.
A business day with respect to the
Securities means (i) any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to
close in The City of New York and (ii) that is also a
“London business day” (as defined below). A
“London business day” with respect to the Securities
means a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
Section 3. 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 otherwise in effect (as determined pursuant
to Section 2 above) 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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Ba2
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0.50
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Ba3
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0.75
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B1 or below
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1.00
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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 otherwise in effect (as determined pursuant to
Section 2 above) 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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BB
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0.50
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BB-
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0.75
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B+ or below
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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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7
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 otherwise
in effect (as determined pursuant to Section 2 above) plus the
perce