EXHIBIT 4.1
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.
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT
OF THE COMPANY THAT (a) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) INSIDE THE UNITED
STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE, AS REGISTRAR FOR THE NOTES, A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THE NOTES (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THE
NOTES), (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (d) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (e)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE.
Number R-1 [COMPANY LOGO] $314,490,000.00
CUSIP 61166W AD 3
5 1/2% Senior Note due 2025
Rate of Interest Maturity Date Original Issue Date
- ---------------- ------------- -------------------
5 1/2% August 15, 2025 August 25, 2005
MONSANTO 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 hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE
HUNDRED FOURTEEN MILLION FOUR HUNDRED NINETY THOUSAND DOLLARS on the Maturity
Date shown above, and to pay interest thereon from August 25, 2005 or from the
most recent Interest Payment Date (which term, as well as all other capitalized
terms used herein, shall have the meanings assigned in such Indenture unless
otherwise indicated) to which interest has been paid or duly provided for,
semi-annually on February 15 and August 15 in each year, commencing February 15,
2006, at the rate of 5 1/2% per annum, until the principal hereof is paid or
made available for payment. 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 payment, which shall be the February 1 or August 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
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 any such interest on
this Note 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, 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 or by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register, provided that such
Person shall have given the Trustee written wire instructions at least five
Business Days prior to the applicable Interest Payment Date. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of August 1, 2002 (herein called the "Indenture"),
between the Company and The Bank of New York Trust Company, N.A., as successor
Trustee (herein called the "Trustee", which term includes any further 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 Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated above, initially limited in aggregate principal amount to
$314,490,000.
Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, 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 above by manual signature, this Note 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.
MONSANTO COMPANY
DATED: August 25, 2005
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
By /S/ ROBERT A. PALEY
This is one of the Securities of the ------------------------------
series designated therein referred Vice President and Treasurer
to in the within-mentioned Indenture.
ATTEST:
The Bank of New York Trust Company, N.A., /S/ SONYA M. DAVIS
as Trustee --------------------------
Assistant Secretary
BY
--------------------------------
Authorized Signatory
MONSANTO COMPANY
5 1/2% Senior Note due 2025
The Notes will be subject to redemption as follows:
(i) The Notes will be redeemable, in whole or in part, at the option of the
Company at any time or from time to time at a redemption price equal to the
greater of (a) 100% of the principal amount of the Notes being redeemed or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes being redeemed (not including any portion of any
payments of interest accrued to the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting
twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis
points, plus in each case, accrued and unpaid interest on the Notes to the
redemption date;
(ii) "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of those Notes;
(iii) "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations;
(iv) "Reference Treasury Dealer" means (a) Banc of America Securities LLC,
ABN AMRO Incorporated and Barclays Capital Inc. (or their respective affiliates
which are Primary Treasury Dealers) and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Company;
(vii) "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that redemption date;
(viii) "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date. Notwithstanding the foregoing,
installments of interest on the Notes 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 the Notes and the Indenture.
The Securities of this series do not have the benefit of any sinking fund
obligations.
In the event of redemption of this Note in part only, a new Note or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note and/or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture.
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.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Note at the times, place and rate, 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 Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, 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.
In the event of a Registration Default, as defined in the Registration Rights
Agreement, dated August 25, 2005, among the Company and certain dealer managers,
the interest rate borne by the Notes shall be increased ("Additional Interest")
by 0.25 percent per annum during the 90 day period immediately following the
occurrence of any such Registration Default, which rate will increase by 0.25
percent at the end of each subsequent 90-day period that such Additional
Interest continues to accrue under any such circumstance, provided that the
maximum aggregate increase in the interest rate will in no event exceed 0.50
percent per annum. Following the cure of all Registration Defaults the accrual
of Additional Interest will cease and the interest rate will revert to the
original rate. Any additional interest will constitute liquidated damages and
will be the exclusive remedy, monetary or otherwise, available to any Holder
with respect to any Registration Defaults.
If at any time the Depositary for this Note notifies the Company that it is
unwilling or unable to continue as Depositary for this Note or if at any time
the Depositary shall no longer be eligible under the Indenture with respect to
this Note, and if a successor Depositary eligible under the Indenture for this
Note is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company's election that
the Notes of this issue be represented by a Book-Entry Security shall no longer
be effective with respect to this Note, and the Company shall execute, and the
Trustee upon receipt of a Company Order for the authentication and delivery of
definitive Securities shall authenticate and deliver, Securities in definitive
form in an aggregate principal amount equal to the principal amount of this Note
in exchange for this Note. The Company may at any time and in its sole
discretion determine that the Securities of this series shall no longer be
represented by Book-Entry Securities. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order, shall authenticate and
deliver, Securities of this series in definitive form and in an aggregate
principal amount equal to the principal amount of the Book-Entry Security or
Securities representing this series in exchange for such Book-Entry Security or
Securities.
No Holder of any Securities shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Indenture or for the appointment of a
receiver or trustee, or for any other remedy under the Indenture, unless: (1)
the Trustee shall have received written notice from such Holder of a continuing
Event of Default in respect of such Securities; (2) the Trustee shall have
received a written request from the Holders of not less than 25% in principal
amount of the Outstanding Securities of the series in respect of which the Event
of Default has occurred to institute proceedings in respect of such Event of
Default in its own name as trustee under the Indenture; (3) such Holder or
Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request; (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60 day period by the Holders of a majority in principal
amount of the Outstanding Securities of such series.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable 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.
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.
No recourse shall be had for the payment of the principal of (or premium, if
any) or the interest on this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
Prior to due presentment of this Note 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 Note is registered as the owner hereof for all
purposes (subject to Section 308 of the Indenture), whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflicts of laws principles
thereof.