Obligation Nemours DuPont 5.319% ( US26078JAE01 ) en USD

Nemours DuPont

104.851 % ▲

Etas-Unis

US26078JAE01 ( en USD )

5.319% par an ( paiement semestriel )

14/11/2038

Prospectus brochure de l'obligation DuPont de Nemours US26078JAE01 en USD 5.319%, échéance 14/11/2038

1 000 USD

1 650 000 000 USD

26078JAE0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/05/2026 ( Dans 97 jours )

DuPont de Nemours est une société américaine de science et technologie qui développe des matériaux, des produits chimiques et des solutions biobasées pour diverses industries.

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26078JAE01, paye un coupon de 5.319% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2038

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26078JAE01, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Nemours DuPont ( Etas-Unis ) , en USD, avec le code ISIN US26078JAE01, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.2 4 d622272dex42.htm EX-4.2
Exhibit 4.2
EXECUTION VERSION
DOWDUPONT INC.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 28, 2018
to
INDENTURE
Dated as of November 28, 2018
3.766% Notes due 2020
4.205% Notes due 2023
4.493% Notes due 2025
4.725% Notes due 2028
5.319% Notes due 2038
5.419% Notes due 2048
Floating Rate Notes due 2020
Floating Rate Notes due 2023

TABLE OF CONTENTS
Page
ARTICLE I
Definitions
SECTION 1.01. Definition of Terms
2
ARTICLE II
General Terms of the Notes
SECTION 2.01. Designation and Principal Amount
11
SECTION 2.02. Further Issues
12
SECTION 2.03. Maturity
12
SECTION 2.04. Interest
12
SECTION 2.05. Global Securities
14
SECTION 2.06. Form of Notes; Denomination
14
SECTION 2.07. Depositary
14
SECTION 2.08. Calculation Agent
14
ARTICLE III
Optional Redemption
SECTION 3.01. Optional Redemption
15
SECTION 3.02. Applicability of Certain Redemption Provisions in Indenture
15
ARTICLE IV
Special Mandatory Redemption
SECTION 4.01. Special Mandatory Redemption
16
ARTICLE V
Change of Control
SECTION 5.01. Change of Control
16
ARTICLE VI
Covenants
SECTION 6.01. Limitation on Liens
18
SECTION 6.02. Sale and Leaseback Transactions
19

SECTION 6.03. Merger, Consolidation or Sale of Assets
20
ARTICLE VII
Events of Default
SECTION 7.01. Events of Default
20
ARTICLE VIII
Amendment, Supplement and Waiver
SECTION 8.01. Without the Consent of Holders
20
SECTION 8.02. With the Consent of Holders
21
ARTICLE IX
Satisfaction and Discharge; Defeasance
SECTION 9.01. Satisfaction and Discharge of Indenture
23
SECTION 9.02. Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations
23
ARTICLE X
Miscellaneous
SECTION 10.01. Ratification of Base Indenture
24
SECTION 10.02. Trust Indenture Act Controls
24
SECTION 10.03. Effects of Headings and Table of Contents
24
SECTION 10.04. Successors and Assigns
24
SECTION 10.05. Separability Clause
24
SECTION 10.06. Benefits of the First Supplemental Indenture
25
SECTION 10.07. Counterpart Originals
25
SECTION 10.08. Governing Law; Waiver of Jury Trial
25
SECTION 10.09. Force Majeure
25
SECTION 10.10. U.S.A. Patriot Act
25
SECTION 10.11. Trustee
26
EXHIBIT A
Form of 2020 Notes
EXHIBIT B
Form of 2023 Notes
EXHIBIT C
Form of 2025 Notes
EXHIBIT D
Form of 2028 Notes
EXHIBIT E
Form of 2038 Notes
EXHIBIT F
Form of 2048 Notes
EXHIBIT G
Form of Floating Rate Notes due 2020
EXHIBIT H
Form of Floating Rate Notes due 2023
ii

FIRST SUPPLEMENTAL INDENTURE, dated as of November 28, 2018 (this "First Supplemental Indenture"), between DOWDUPONT
INC., a Delaware corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"), under the Base Indenture (as defined below).
RECITALS
WHEREAS the Company executed and delivered the indenture, dated as of November 28, 2018, between the Company and the Trustee (the
"Base Indenture" and, as supplemented by the First Supplemental Indenture, the "Indenture") to provide for the issuance from time to time of its debt
securities (the "Securities"), to be issued in one or more series;
WHEREAS pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of new series of Securities
under the Base Indenture to be known as its "3.766% Notes due 2020" (the "2020 Notes"), "4.205% Notes due 2023" (the "2023 Notes"), "4.493%
Notes due 2025" (the "2025 Notes"), "4.725% Notes due 2028" (the "2028 Notes"), "5.319% Notes due 2038" (the "2038 Notes"), "5.419% Notes due
2048" (the "2048 Notes" and, together with the 2020 Notes, the 2023 Notes, the 2025 Notes, the 2028 Notes and the 2038 Notes, the "Fixed Rate
Notes"), "Floating Rate Notes due 2020" (the "2020 Floating Rate Notes") and "Floating Rate Notes due 2023" (the "2023 Floating Rate Notes" and,
together with the Fixed Rate Notes and the 2020 Floating Rate Notes, the "Notes"), the form and substance of such series and the terms, provisions and
conditions thereof to be set forth as provided in the Base Indenture and this First Supplemental Indenture;
WHEREAS the Board of Directors of the Company, pursuant to the resolutions duly adopted on October 11, 2018, has duly authorized the
issuance of the Notes, and has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to
effect such issuance;
WHEREAS this First Supplemental Indenture is being entered into pursuant to the provisions of Sections 3.01 and 14.01 of the Base
Indenture;
WHEREAS the Company has requested that the Trustee execute and deliver this First Supplemental Indenture;
AND WHEREAS all acts and things necessary to make this First Supplemental Indenture a valid agreement according to its terms, and to
make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done
and performed, and the execution of this First Supplemental Indenture and the issue hereunder of the Notes has been duly authorized in all respects;
NOW THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee, as follows:

ARTICLE I
Definitions
For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
(b) each term defined in the Base Indenture has the same meaning when used in this First Supplemental Indenture; provided, however, that
if a term is defined both herein and in the Base Indenture, the definition in the First Supplemental Indenture shall govern with respect the Notes;
(c) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this First Supplemental Indenture as a whole
and not to any particular Article, Section or other subdivision; and
(d) references to "Article" or "Section" or other subdivisions herein are references to an Article, Section or other subdivisions of this First
Supplemental Indenture.
SECTION 1.01. Definition of Terms. Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of
this First Supplemental Indenture have the meanings hereinafter set forth:
2020 Floating Rate Notes:
The term "2020 Floating Rate Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2020 Notes:
The term "2020 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2023 Floating Rate Notes:
The term "2023 Floating Rate Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2

2023 Notes:
The term "2023 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2025 Notes:
The term "2025 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2028 Notes:
The term "2028 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2038 Notes:
The term "2038 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
2048 Notes:
The term "2048 Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
Attributable Debt:
The term "Attributable Debt" means the present value (discounted at the rate of 1% per annum over the weighted average Yield to Maturity of the
Outstanding Notes hereunder, such average being weighted by the principal amount of the Notes of each series) of the obligation of a lessee for rental
payments (excluding from such rental payments, however, amounts payable with respect to income and property taxes, insurance, maintenance, and
other similar charges and contingent rents, such as those based on sales) during the remaining term of any lease (including any period for which such
lease has been extended).
Base Indenture:
The term "Base Indenture" has the meaning specified in the recitals of this First Supplemental Indenture.
Below Investment Grade Rating Event:
The term "Below Investment Grade Rating Event" means, with respect to each series of the Notes, that the Notes of such series are rated below an
Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change
of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period
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shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have
occurred with respect to a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control Triggering Event hereunder) if the Rating Agency or 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 its 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 shall have occurred at the time of the Below Investment Grade Rating Event).
Business Day:
The term "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or
required by law or regulation to close in the City of New York.
Business Realignment:
The term "Business Realignment" means the transfer or conveyance among Dow, Corteva and legal entities that will be subsidiaries of DuPont of
all of the equity interests of the applicable subsidiaries such that, in addition to any assets and liabilities allocated to Dow, Corteva and DuPont pursuant
to the Separation Agreement, Corteva will hold the assets and liabilities related to DowDuPont's agriculture business, Dow will hold the assets and
liabilities related to DowDuPont's materials science business and the legal entities that will comprise DuPont will hold the assets and liabilities related to
DowDuPont's specialty products businesses. Such transfers and conveyances will include:
(i) the transfer or conveyance of Historical DuPont's interests in the capital stock of, or any other equity interests in, the entities that are to be
subsidiaries of Dow or DuPont to Dow or the legal entities that will comprise DuPont, respectively, as applicable; and
(ii) the transfer or conveyance of Historical Dow's interests in the capital stock of, or any other equity interests in, the entities that are to be
subsidiaries of Corteva or DuPont to Corteva or the entities that will comprise DuPont, respectively.
Calculation Agent:
The term "Calculation Agent" has the meaning specified in Section 2.08 of this First Supplemental Indenture.
Change of Control:
The term "Change of Control" means the occurrence of any of the following:
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(i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation and other than in connection
with the Business Realignment, the Internal Reorganization, the Separations or the Distributions), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any Person or Group other than the Company or one
of its subsidiaries;
(ii) the approval by the holders of the Company's voting stock of any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the provisions of the Indenture, but other than in connection with Business Realignment, the Internal
Reorganization, the Separations or the Distributions); or
(iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or
Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding voting interests in the Company's capital stock.
For the avoidance of doubt, the transfers of assets and liabilities in connection with the Internal Reorganization, the Business Realignment, the
Separations or the Distributions will not constitute a Change of Control.
Change of Control Offer:
The term "Change of Control Offer" has the meaning specified in Section 5.01(a) of this First Supplemental Indenture.
Change of Control Payment:
The term "Change of Control Payment" has the meaning specified in Section 5.01(a) of this First Supplemental Indenture.
Change of Control Payment Date:
The term "Change of Control Payment Date" has the meaning specified in Section 5.01(b) of this First Supplemental Indenture.
Change of Control Triggering Event:
The term "Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Consolidated Net Tangible Assets:
The term "Consolidated Net Tangible Assets" means the total amount of assets less applicable reserves and other properly deductible items after
deducting (a) all current liabilities excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being computed, and (b) all goodwill, trade names, trademarks, patents, purchased
technology, unamortized debt discount and other intangible assets, all as set forth on the Company's most recent quarterly balance sheet and computed
in accordance with GAAP.
5

Corteva:
The term "Corteva" means Corteva Parent and its consolidated subsidiaries (including EID) after giving effect to the Internal Reorganization and
Business Realignment, resulting in Corteva Parent holding the agriculture business of DowDuPont.
Corteva Common Stock:
The term "Corteva Common Stock" means the shares of common stock, par value $0.01 per share, of Corteva Parent.
Corteva Parent:
The term "Corteva Parent" means Corteva Inc., the newly formed holding company for DowDuPont's agriculture business.
Debt:
The term "Debt" has the meaning specified in Section 6.01(a) of this First Supplemental Indenture.
Discharged:
The term "Discharged" has the meaning specified in Section 9.02 of this First Supplemental Indenture.
Distributions:
The term "Distributions" means the transactions in which DowDuPont will distribute to its stockholders all of the then issued and outstanding
shares of Corteva Common Stock and Dow Common Stock.
Dow:
The term "Dow" means Dow Parent and its consolidated subsidiaries (including TDCC) after giving effect to the Internal Reorganization and
Business Realignment, resulting in Dow Parent holding the materials science businesses of DowDuPont.
Dow Common Stock:
The term "Dow Common Stock" refers to the shares of common stock, par value $0.01 per share, of Dow Parent.
6

Dow Parent:
The term "Dow Parent" means Dow Holdings Inc., the newly formed holding company for DowDuPont's materials science businesses.
DowDuPont:
The term "DowDuPont" means DowDuPont Inc., a Delaware corporation, and its consolidated subsidiaries, prior to the Distributions of Dow and
Corteva.
DuPont:
The term "DuPont" means DowDuPont and its consolidated subsidiaries following the Distributions of Dow and Corteva, at which time it will
hold the specialty products businesses of DowDuPont.
EID:
The term "EID" means E. I. du Pont de Nemours and Company, exclusive of its subsidiaries.
Event of Default:
The term "Event of Default" has the meaning specified in Section 7.01 of this First Supplemental Indenture.
Exchange Act:
The term "Exchange Act" has the meaning specified in Section 5.01(e) of this First Supplemental Indenture.
Fitch:
The term "Fitch" means Fitch Ratings Ltd.
Fixed Rate Notes:
The term "Fixed Rate Notes" has the meaning specified in the recitals of this First Supplemental Indenture.
Floating Rate Notes:
The term "Floating Rate Notes" means the 2020 Floating Rate Notes and the 2023 Floating Rate Notes.
Group:
The term "Group" means a group of related persons for purposes of Section 13(d) of the Exchange Act.
7