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8-K - FORM 8-K - Archer-Daniels-Midland Co | c62948e8vk.htm |
Exhibit 4
Unless this certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) 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.
No. R-
$[ ]
CUSIP NO. 039483 BA 9
ISIN NO. US039483BA92
$[ ]
CUSIP NO. 039483 BA 9
ISIN NO. US039483BA92
ARCHER-DANIELS-MIDLAND COMPANY
FLOATING RATE NOTE DUE 2012
ARCHER-DANIELS-MIDLAND COMPANY, a corporation duly organized and existing under the laws of
Delaware (herein called the Company, which term includes any successor Person under the Indenture
referred to herein), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal sum of [ ] ($[ ]) on August 13, 2012 (Maturity). Interest on this
Security will accrue at a floating rate of three-month LIBOR (determined as provided on the reverse
hereof) reset quarterly plus 0.16% from February 11, 2011 until the principal hereof is paid or
made available for payment. and will be paid quarterly on February 13, May 13, August 13, and
November 13 of each year (each an Interest Payment Date), beginning on May 13, 2011. The interest
rate for the initial Interest Period (from February 11, 2011, to but excluding the first Interest
Payment Date) will be 0.472% per annum. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the 15th calendar
day (whether or not a Business Day) next preceding such Interest Payment Date; provided,
however, that interest payable at Maturity will be payable to the Person to whom principal
shall be payable. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture. Payment of the
principal of, and premium, if any, and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New
York, which, subject to the right of the Company to vary or terminate the appointment of such
agency, shall initially be the Corporate Trust Office of the Trustee, in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.
Interest on this Security will accrue from and including February 11, 2011, to but excluding
the first Interest Payment Date and then from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for to but excluding the next Interest Payment
Date or at Maturity, as the case may be (each such period an Interest Period). The amount of
accrued interest on this Security that the Company will pay for any Interest Period will be
calculated by multiplying the face amount of this Security by an accrued interest factor. This
accrued interest factor is computed by adding the interest factor calculated for each day from
February 11, 2011, or
from the last date interest was paid or duly provided for, to the date for which accrued
interest is being calculated. The interest factor for each day is computed by dividing the interest
rate applicable to that day by 360.
In the event that any Interest Payment Date (other than Maturity) and Interest Reset Date
would otherwise fall on a day that is not a Business Day, that Interest Payment Date and Interest
Reset Date will be postponed to the next day that is a Business Day. If the postponement would
cause the day to fall in the next calendar month, the Interest Payment Date and Interest Reset Date
will be the immediately preceding Business Day. If an Interest Payment Date that falls on Maturity
falls on a day that is not a Business Day, the payment will be made on
the next Business Day (whether or not the postponement would cause the day to fall in the next
calendar month) as if it were made on the date the payment was due, and no interest will accrue on
the amount so payable for the period from and after Maturity to the date the payment is made.
The
interest rate on the Securities of this Series will be reset by the Calculation Agent
appointed by the Company, initially The Bank of New York Mellon, on each Interest Payment Date (each an Interest
Reset Date) and will be equal to LIBOR plus 0.16%. The second
London business day preceding an Interest Reset Date will be the Interest Determination Date for
that Interest Reset Date. The interest rate in effect on each day that is not an Interest Reset
Date will be the interest rate determined as of the Interest Determination Date pertaining to the
immediately preceding Interest Reset Date. The interest rate in effect on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest Determination Date
pertaining to that Interest Reset Date.
Reference is hereby made to the further provisions of this Security set forth on the pages
following the certificate of authentication hereon, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
below, directly or through an Authenticating Agent, by manual signature of an authorized signatory,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.
Dated:
|
ARCHER-DANIELS-MIDLAND COMPANY | |||||||
By | ||||||||
[Seal]
|
Attest | |||||||
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein and referred to
in the within-mentioned Indenture.
This is one of the Securities of the
series designated herein and referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
as Trustee
as Trustee
By |
||||
ARCHER-DANIELS-MIDLAND COMPANY
FLOATING RATE NOTE DUE 2012
FLOATING RATE NOTE DUE 2012
This Security 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
September 20, 2006 (herein called the Indenture), between the Company and The Bank of New York
Mellon (as successor to JPMorgan Chase Bank, N.A.) (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 herein, limited in
aggregate principal amount to $1,500,000,000; provided, however, that the Company, without notice
to or the consent of the Holders, may issue additional Securities of this series and thereby
increase such principal amount in the future, on the same terms and conditions (except for issue
date, public offering price and, if applicable, the date from which interest accrues and the first
Interest Payment Date) and with the same CUSIP number as the Securities of this series.
LIBOR will be determined by the Calculation Agent in accordance with the following
provisions:
(a)With respect to any Interest Determination Date, LIBOR will be the rate for deposits
in United States dollars having a maturity of the Index Maturity (as defined below)
commencing on the first day of the applicable Interest Period that appears on Reuters Screen
LIBOR01 Page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate
appears, LIBOR for that Interest Determination Date will be determined in accordance with
the provisions described in paragraph (b) below.
(b)With respect to an Interest Determination Date on which no rate appears on Reuters
Screen LIBOR01 Page, as specified in paragraph (a) above, the Calculation Agent will request
the principal London offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent (after consultation with the Company), to
provide the Calculation Agent with its offered quotation for deposits in United States
dollars for the Index Maturity, commencing on the first day of the applicable Interest
Period, to prime banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is representative
for a single transaction in United States dollars in that market at that time. If at least
two quotations are provided, then LIBOR on that Interest Determination Date will be the
arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR
on the Interest Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by
three major banks in the City of New York selected by the Calculation Agent (after
consultation with the Company) for loans in United States dollars to leading European banks,
having the Index Maturity and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If, however, the banks so
selected by the Calculation Agent are not providing quotations in the manner described by
the previous sentence, LIBOR determined as of that Interest Determination Date will be LIBOR
in effect on that Interest Determination Date.
Reuters Screen LIBOR01 Page means the display designated as the Reuters Screen LIBOR01 Page,
or such other screen as may replace the Reuters Screen LIBOR01 Page on the service or any successor
service as may be nominated by the British Bankers Association for the purpose of displaying
London interbank offered rates for United States dollar deposits.
The Index Maturity will be three months.
A London business day is any day on which dealings in United States dollars are transacted
in the London interbank market.
A Business Day is 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.
All percentages resulting from any calculation of the interest rate on the Securities of this
series will be rounded to the nearest one hundred-thousandth of a percentage point with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded
to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on
the Securities of this series will be rounded to the nearest cent (with one-half cent being rounded
upward). Each calculation of the interest rate on the Securities of this series by the Calculation
Agent will (in the absence of manifest error) be final and binding on the Holders of the Securities
of this series and the Company.
This Security may not be redeemed prior to Maturity.
This Security shall not be subject to any sinking fund.
If a change of control triggering event occurs, the Company will be required to make an offer
(the change of control offer) to each Holder of the Securities of this series to repurchase all
or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof (provided, that
the unrepurchased portion of a Security must be in a minimum principal amount of $2,000)) of the
Securities of this series held by such Holder on the terms set forth in this Security. In the
change of control offer, the Company will be required to offer payment in cash equal to 101% of the
aggregate principal amount of the Securities of this series repurchased, plus accrued and unpaid
interest, if any, thereon to the date of repurchase (the change of control payment). Within 30
days following any change of control triggering event or, at the Companys option, prior to any
change of control, but after public announcement of the transaction that constitutes or may
constitute the change of control, a notice will be mailed to the Holders of the Securities of this
series describing the transaction that constitutes or may constitute the change of control
triggering event and offering to repurchase such Securities on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the change of control payment date). The notice will, if mailed prior to the date of
consummation of the change of control, state that the offer to purchase is conditioned on the
change of control triggering event occurring on or prior to the change of control payment date.
On the change of control payment date, the Company will, to the extent lawful:
| accept for payment all Securities of this series or portions thereof properly tendered pursuant to the change of control offer; | ||
| deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities of this series or portions thereof properly tendered; and | ||
| deliver or cause to be delivered to the Trustee the Securities of this series properly accepted together with an Officers Certificate stating the aggregate principal amount of Securities of this series or portions thereof being repurchased and that all conditions precedent provided for in the Indenture to the change of control offer and to the repurchase by the Company of Securities of this series pursuant to the change of control offer have been complied with. |
The Company will not be required to make a change of control offer upon the occurrence of a
change of control triggering event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and the third
party repurchases all Securities of this series properly tendered and not withdrawn under its
offer. In addition, the Company will not repurchase any Securities of this series if there has
occurred and is continuing on the change of control payment date an Event of Default, other than a
default in the payment of the change of control payment upon a change of control triggering event.
The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the Exchange Act), and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities of this series as a result of a change of control triggering event. To the extent that
the provisions of any such securities laws or regulations conflict with the change of control offer
provisions of the Securities of this series, the Company will comply with those securities laws and
regulations and will not be deemed to have breached its obligations under the change of control
offer provisions of the Securities of this series by virtue of any such conflict.
For purposes of the change of control offer provisions of the Securities of this series, the
following terms will be applicable:
Change of control means the occurrence of any of the following:
| the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys voting stock or other voting stock into which the Companys voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; | ||
| the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Companys assets and the assets of the Companys Subsidiaries, taken as a whole, to one or more persons (as that term is defined in the Indenture) (other than the Company or one of the Companys Subsidiaries); or | ||
| the first day on which a majority of the members of the Companys Board of Directors are not continuing directors. |
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control
under the first bullet above if (1) the Company becomes a direct or indirect wholly-owned
subsidiary of a holding company and (2) either (A) the direct or indirect holders of the voting
stock of such holding company immediately following that transaction are substantially
the same as the holders of the Companys voting stock immediately prior to that transaction or
(B) immediately following that transaction no person (as that terms is used in Section 13(d)(3)
of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is
the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding
company.
Change of control triggering event means the occurrence of both a change of control and a
rating event.
Continuing director means, as of any date of determination, any member of the Board of
Directors who (1) was a member of the Board of Directors on the date the Securities of this series
were originally issued or (2) was nominated for election, elected or appointed to the Board of
Directors with the approval of a majority of the continuing directors who were members of the Board
of Directors at the time of such nomination, election or appointment (either by a specific vote or
by approval of the Companys proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination).
Fitch means Fitch Ratings.
Investment grade rating means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any additional rating agency or rating agencies selected by the
Company.
Moodys means Moodys Investors Service Inc.
Rating agencies means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, Moodys
or S&P ceases to rate the Securities of this series or fails to make a rating of such Securities
publicly available for reasons outside of the Companys control, a nationally recognized
statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act selected by the Company (as certified by a resolution of the Board of Directors) as a
replacement agency for Fitch, Moodys or S&P, or all of them, as the case may be.
Rating event means the rating on the Securities of this series is lowered by each of the
rating agencies and such Securities are rated below an investment grade rating by each of the
rating agencies on any day within the 60-day period (which 60-day period will be extended so long
as the rating of the such Securities is under publicly announced consideration for a possible
downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of
control and (2) public notice of the occurrence of a change of control or the Companys intention
to effect a change of control; provided, however, that a rating event otherwise arising by virtue
of a particular reduction in rating will not be deemed to have occurred in respect of a particular
change of control (and thus will not be deemed a rating event for purposes of the definition of
change of control triggering event) if the rating agencies making the reduction in rating to
which this definition would otherwise apply do not announce or publicly confirm or inform the
Trustee in writing at the Companys request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable change of control (whether or not the applicable change of control has occurred at the
time of the rating event). If any rating agency is not providing a rating of the Securities of this
series on any day during the relevant period for any reason and the Company has not selected a
replacement rating agency pursuant to the terms of this Security, the rating of such rating agency
shall be deemed to be below an investment grade rating on such day and such rating agency will be
deemed to have lowered its rating of the Securities of this series during the relevant period.
S&P means Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc.
Voting stock means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.
As provided in the Indenture, defeasance may occur at any time of (a) the entire indebtedness
of the Company on this Security and (b) certain restrictive covenants and the related defaults and
Events of Default, upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each or all series at
the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of
this series will have any right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal amount of the
Outstanding Securities of this series a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of or premium, if any, or interest on this Security on or after the respective due
dates expressed or provided for herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, and interest on this Security at the times, places, and
rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender for registration
of transfer at the office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in global or definitive registered form,
without coupons, in denominations of $2,000 or any whole multiple of $1,000 above that amount. As
provided in the Indenture and subject to certain limitations therein set forth and to the
limitations described below, if applicable, Securities of this series are exchangeable at said
office or agency of the Company for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
This Security, if in global form, is exchangeable for Securities of this series in definitive
registered form only if (x) The Depository Trust Company (the Depository) notifies the Company
that it is unwilling or unable to continue as Depository for this global Security or if at any time
the Depository ceases to be a clearing agency registered under the Exchange Act, and the Company
has not appointed a successor Depository within 90 days of that notice or of its becoming aware of
such cessation, (y) the Company in its sole discretion and subject to the procedures of the
Depository determines that this Security shall be exchangeable for definitive Securities in
registered form or (z) an Event of Default, or an event which with the passage of time or the
giving of notice or both would become an Event of Default, with respect to the Securities
represented hereby has occurred and is continuing, provided that the definitive Securities so
issued in exchange for this permanent global Security shall be in denominations of $2,000 or any
whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as
the portion of this permanent global Security to be exchanged. Except as provided above, owners of
beneficial interests in this permanent global Security will not be entitled to receive physical
delivery of Securities in definitive registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
Any Security in global form that is exchangeable pursuant to the preceding paragraph shall be
exchangeable for Securities of this series in definitive registered form registered in such names
as the Depository shall direct.
Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to the due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes (subject to the provisions of the
Indenture), whether or not this Security is overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in common |
||||||||
UNIF GIFT MIN ACT | Custodian |
|||||||
(Cust) | (Minor) | |||||||
Under Uniform Gifts to Minors Act |
||||||||
(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated: |
||||||
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.