Exhibit 4.3
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THE DOW CHEMICAL COMPANY,
Issuer
AND
BANK ONE TRUST COMPANY, NA,
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of October 1, 1999
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SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 1999, is
entered into between THE DOW CHEMICAL COMPANY, a Delaware corporation (the
"Issuer"), and BANK ONE TRUST COMPANY, NA, a national banking association
corporation (successor in interest to The First National Bank of Chicago), as
Trustee (the "Trustee").
WHEREAS, the Issuer and the Trustee have entered into an indenture dated as
of April 1, 1992, as supplemented by a supplemental indenture, dated as of
January 1, 1994 (the "Indenture");
WHEREAS, the Issuer and the Trustee desire to supplement the Indenture as
provided in this Second Supplemental Indenture with respect to a series of
Securities to be issued after the date hereof; and
WHEREAS, capitalized terms used, but not otherwise defined, in this Second
Supplemental Indenture shall have the meanings ascribed to such terms in the
Indenture;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
Section 1. Amendment to the Indenture
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With respect to any series of Securities issued after the date of this
Second Supplemental Indenture, the definition of "Restricted Subsidiary" in
Section 1.1 of the Indenture is hereby deleted in its entirety and replaced by
the following:
"Restricted Subsidiary" means any Subsidiary: (i) substantially all of
the property of which is located, and substantially all of the business of
which is carried on, within the United States (excluding its territories
and possessions and the Commonwealth of Puerto Rico); and (ii) which owns
or operates one or more Principal Properties; provided, however, that
Restricted Subsidiary shall not include a Subsidiary which is primarily
engaged in the business of a finance or insurance company and branches
thereof.
Section 2. Reference to and Effect on the Indenture
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(a) On and after the date of this Second Supplemental Indenture, each
reference in the Indenture to "this Indenture," "hereunder," "hereof," or
"herein" shall mean and be a reference to the Indenture as supplemented by this
Second Supplemental Indenture.
(b) Except as specifically amended above with respect to a future series,
the Indenture shall remain in full force and effect and is hereby ratified and
confirmed.
Section 3. Governing Law
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This Second Supplemental Indenture shall be construed and enforced in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws thereof.
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Section 4. Counterparts and Method of Execution
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This Second Supplemental Indenture may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart.
Section 5. Section Titles
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Section titles in the text are for descriptive purposes only and shall not
control or alter the meaning of this Second Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be executed as of the day and year first above written.
THE DOW CHEMICAL COMPANY,
Issuer
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Printed: ▇. ▇. ▇▇▇▇▇▇▇
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Its: Vice President and Treasurer
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BANK ONE TRUST COMPANY, NA,
Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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