Thornton Farish Inc.

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1 OFFERING MEMORANDUM NEW ISSUE BOOK-ENTRY ONLY SEE RATINGS HEREIN In the opinion of Greenberg Traurig, LLP, Bond Counsel, under existing law and assuming continuing compliance with certain covenants and the accuracy of certain representations and certifications, (i) interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, except for interest on a Bond for any period during which that Bond is held by a substantial user or a related person as those terms are used in Section 147(a) of the Internal Revenue Code of 1986, as amended, and (ii) interest on the Bonds is not an item of tax preference for the purpose of computing the federal alternative minimum tax imposed on individuals and corporations; however, such interest on the Bonds is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. See TAX MATTERS herein for a more complete discussion. $67,000,000 Iowa Finance Authority Midwestern Disaster Area Revenue Bonds (Archer-Daniels-Midland Company Project) Series 2012 Issue Date: Date of Delivery Maturity Date: December 1, 2045 The Bonds are special, limited obligations of the Iowa Finance Authority (the Issuer ) payable solely from the proceeds of the Bonds, the revenues pledged to the payment thereof pursuant to the Loan Agreement dated as of December 1, 2012 (the Agreement ) between the Issuer and Archer-Daniels-Midland Company (the Company ), certain funds and accounts held under the Trust Indenture dated as of December 1, 2012 (the Indenture ) between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Trustee ) and as Paying Agent (the Paying Agent ), and moneys realized under any Credit Facility that may be provided in the future to support payments on the Bonds. Neither the Issuer, the State of Iowa, nor any political subdivision thereof shall be obligated to pay the principal of, Purchase Price for or interest on the Bonds, and neither the faith and credit nor any taxing powers of the Issuer, the State of Iowa or any subdivision thereof is pledged to the payment of the principal of, Purchase Price for or interest on the Bonds. The Issuer has no taxing power. The Bonds initially will be issued only as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ), New York, New York, which will act as Securities Depository for the Bonds. Principal and Purchase Price of, premium, if any, and interest on the Bonds will be paid by the Trustee or the Paying Agent directly to DTC, which will remit payments to DTC s Participants, as described in this Offering Memorandum. See THE BONDS Book-Entry Only System. The Bonds as initially issued will bear interest at a Weekly Rate in minimum denominations of $100,000 or any integral multiple of $5,000 in excess of $100,000. At the option of the Company and in accordance with the provisions of the Indenture and the Agreement, the Interest Rate on the Bonds may be changed from time to time to a Term Rate or to a Weekly Rate, and also may be changed to a Fixed Rate to maturity. While the Bonds bear interest at a Weekly Rate or a Term Rate, Bondholders have the right to tender their Bonds for purchase at the principal amount thereof plus accrued and unpaid interest, at the times and subject to the conditions described herein. Bondholders will be required to tender their Bonds for purchase in certain circumstances as herein described. The Bonds are subject to redemption prior to maturity as described herein. Price: 100% The Bonds are offered when, as and if issued and received by Thornton Farish Inc., as Underwriter, subject to prior sale, to withdrawal or modification of the offer without notice, to receipt of the opinion of Greenberg Traurig, LLP, Chicago, Illinois, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Company by Faegre Baker Daniels LLP, Des Moines, Iowa and Indianapolis, Indiana, for the Issuer by Dorsey & Whitney LLP, Des Moines, Iowa, and for the Underwriter by Greenberg Traurig, LLP, Chicago, Illinois. It is expected that delivery of the Bonds will be made through the facilities of DTC on or about December 13, Dated: December 12, 2012 Thornton Farish Inc.

2 All information contained in this Offering Memorandum other than the information contained under the heading THE ISSUER has been furnished by the Company and other sources deemed reliable. The information concerning DTC has been obtained from DTC. No representation is made, however, as to the accuracy or completeness of such information, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Underwriter. This Offering Memorandum is submitted in connection with the sale of the securities described in it and may not be reproduced or used, in whole or in part, for any other purposes. The information contained in this Offering Memorandum is subject to change without notice and neither the delivery of this Offering Memorandum nor any sale made by means of it shall, under any circumstances, create any implication that there have not been changes in the affairs of the Issuer, the Company or DTC since the date of this Offering Memorandum. The Issuer has not participated in the preparation of this Offering Memorandum and has not verified the accuracy of the information contained herein, other than the information respecting the Issuer under the heading THE ISSUER. The Issuer s approval of this Offering Memorandum does not constitute approval of the information contained herein, other than such aforesaid information contained herein. No broker, dealer, sales representative or any other person has been authorized by the Issuer, the Company or the Underwriter to give any information or to make any representation other than as contained in this Offering Memorandum in connection with the offering described in it and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities other than those described on the cover page, nor shall there be any offer to sell, solicitation of an offer to buy or sale of such securities by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS PAGE INTRODUCTORY STATEMENT... 1 THE ISSUER... 2 APPLICATION OF BOND PROCEEDS... 3 THE BONDS... 3 THE AGREEMENT THE INDENTURE CONTINUING DISCLOSURE UNDERWRITING RATINGS TAX MATTERS LEGAL MATTERS Appendix A Archer-Daniels-Midland Company Appendix B Proposed Form of Opinion of Bond Counsel ii

3 $67,000,000 IOWA FINANCE AUTHORITY MIDWESTERN DISASTER AREA REVENUE BONDS (ARCHER-DANIELS-MIDLAND COMPANY PROJECT) SERIES 2012 INTRODUCTORY STATEMENT This Offering Memorandum, including the cover page, the table of contents page and the Appendices (this Offering Memorandum ), is provided to furnish information in connection with the sale by the Iowa Finance Authority (the Issuer ) of its Midwestern Disaster Area Revenue Bonds (Archer-Daniels-Midland Company Project) Series 2012 in the aggregate principal amount of $67,000,000 (the Bonds ). The Bonds will be dated and mature as described on the cover page and will bear interest and be subject to redemption prior to maturity as described herein. The Bonds will be issued pursuant to a Trust Indenture dated as of December 1, 2012, as it may be supplemented from time to time (the Indenture ), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Trustee ) and as Paying Agent (the Paying Agent ). The Bond proceeds received by the Issuer will be loaned to Archer-Daniels-Midland Company, a Delaware corporation (the Company ), pursuant to a Loan Agreement dated as of December 1, 2012, as it may be supplemented and amended from time to time (the Agreement ), between the Issuer and the Company to finance costs of the (i) acquisition, construction, expansion and improvement of the wet corn mill, dry corn mill and cogeneration facilities, owned and operated by the Company, located in Cedar Rapids, Linn County Iowa, (ii) acquisition, construction, expansion and improvement of the wet corn mill, new warehouses and co-generation facilities, owned and operated by the Company, located in Clinton, Clinton County, Iowa, (iii) acquisition, construction, expansion and improvement of the soybean crushing facilities, feed plant, co-generation facilities and transportation facilities, owned and operated by the Company, located in Des Moines, Polk County, Iowa, and (iv) acquisition, construction and equipping of a grain elevator facility by the Company to be located in Nora Springs, Floyd County, Iowa (collectively, the Project ). The Bond proceeds will also be used to pay for costs associated with the issuance of the Bonds. Capitalized terms which are used herein and not defined shall have the meanings set forth in the Indenture and the Agreement. A ruling was not sought from the Internal Revenue Service by the Issuer or the Company with respect to the Bonds or the property financed or refinanced with proceeds of the Bonds. No assurances can be given as to whether the Internal Revenue Service will commence an audit of the Bonds, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel that interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, as described in Appendix B hereto. If an Internal Revenue Service audit is commenced, under current procedures the Internal Revenue Service is likely to treat the Issuer as the taxpayer and the Bondholders may have no right to participate in such procedure. No additional interest will be paid upon any Determination of Taxability as described herein under THE BONDS Special Mandatory Redemption. Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. WHILE THE INDENTURE PERMITS THE COMPANY AT ITS OPTION AT ANY TIME TO DELIVER A CREDIT FACILITY, NO CREDIT FACILITY IS BEING DELIVERED IN CONNECTION WITH THE ISSUANCE OF THE BONDS. REFERENCES IN THIS OFFERING MEMORANDUM TO CREDIT FACILITY ARE DESCRIPTIONS ONLY OF THE PROVISIONS THAT WOULD BE APPLICABLE IF A CREDIT FACILITY WERE IN FACT EVER TO BE DELIVERED AND DO NOT IMPLY THAT ANY CREDIT FACILITY WILL EVER BE DELIVERED. Moreover, Credit Facilities which may be delivered under the Indenture may be of various forms. The Credit Issuer s obligations under a Credit Facility may be conditional and may not support principal or interest on the Bonds. Under the Indenture, a Credit Facility is defined as (x) a letter of credit, insurance policy, surety bond or other instrument issued by a Credit Issuer in favor of the Trustee or the Paying Agent for the account of the Company obligating the Credit Issuer to pay during the periods described therein, upon request and in accordance with the terms therein, the amounts described therein for the purposes of making certain payments on or with respect to the Bonds as contemplated pursuant to the Indenture and (y) upon 1

4 acceptance by the Trustee or the Paying Agent of any Alternate Credit Facility, such Alternate Credit Facility; provided, that for purposes of realizing moneys under a Credit Facility on or prior to a Purchase Date relating to the acceptance by the Trustee or the Paying Agent of an Alternate Credit Facility, Credit Facility shall mean the Credit Facility in effect immediately prior to acceptance of such Alternate Credit Facility. Credit Issuer is defined under the Indenture as the issuer of any Credit Facility, its successors and their respective assigns and, upon the acceptance of any Alternate Credit Facility by the Trustee or the Paying Agent as provided in the Indenture, the issuer of such Alternate Credit Facility, its successors and their respective assigns. Alternate Credit Facility is defined under the Indenture as any Credit Facility delivered to, and accepted by, the Trustee or the Paying Agent pursuant to the terms of the Indenture (as described in the second paragraph under THE INDENTURE Credit Facility; Alternate Credit Facility ) in substitution for a Credit Facility. Purchase Date is defined under the Indenture as (i) each day Bonds are to be purchased pursuant to an optional tender as described herein under THE BONDS Optional Tender and (ii) each day on which Bonds are to be purchased pursuant to a mandatory tender as described herein under THE BONDS Mandatory Tender. Purchase Price is defined under the Indenture as an amount equal to 100% of the principal amount of any Bond purchased or deemed purchased on any Purchase Date, plus accrued and unpaid interest, if any, on such Bond, plus premium, if any, in the event of certain mandatory tenders described below under THE BONDS Mandatory Tender. THE BONDS ARE ISSUED UNDER AND PURSUANT TO CHAPTER 16 OF THE CODE OF IOWA, AS AMENDED (THE ACT ), AND PURSUANT TO A RESOLUTION ADOPTED BY THE ISSUER. THE BONDS CONSTITUTE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM PROCEEDS OF THE BONDS, THE REVENUES PLEDGED TO THE PAYMENT THEREOF PURSUANT TO THE LOAN AGREEMENT, CERTAIN FUNDS AND ACCOUNTS HELD UNDER AND PURSUANT TO THE INDENTURE AND PLEDGED THEREFOR, AND MONEYS REALIZED UNDER ANY CREDIT FACILITY THAT MAY BE PROVIDED IN THE FUTURE TO SUPPORT PAYMENTS ON THE BONDS. THE BONDS, THE INTEREST THEREON AND ANY OTHER PAYMENTS OR COSTS INCIDENT THERETO DO NOT CONSTITUTE AN INDEBTEDNESS OR A LOAN OF THE CREDIT OF THE ISSUER, THE STATE OF IOWA (THE STATE ) OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. THE ISSUER DOES NOT PLEDGE ITS FAITH OR CREDIT NOR THE FAITH OR CREDIT OF THE STATE NOR ANY POLITICAL SUBDIVISION OF THE STATE TO THE PAYMENT OF THE PRINCIPAL OF, THE INTEREST ON OR ANY OTHER PAYMENTS OR COSTS INCIDENT TO THE BONDS. THE ISSUANCE OF THE BONDS AND THE EXECUTION OF ANY DOCUMENTS IN RELATION THERETO DO NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE TO APPLY MONEY FROM OR LEVY OR PLEDGE ANY FORM OF TAXATION WHATEVER TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS OR ANY OTHER PAYMENTS OR COSTS INCIDENT THERETO. THE ISSUER HAS NO TAXING POWER. Brief descriptions of the Issuer, the Bonds, the Agreement and the Indenture are included in this Offering Memorandum. Information regarding the business, properties and financial condition of the Company is included in Appendix A hereto. The proposed form of the opinion of Bond Counsel is included as Appendix B hereto. The descriptions herein of the Agreement and the Indenture are qualified in their entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in their entirety by reference to the form thereof and the information with respect thereto included in the aforesaid documents. All such descriptions are further qualified in their entirety by reference to laws and principles of equity relating to or affecting generally the enforcement of creditors rights. Copies of the Agreement and the Indenture may be obtained, during the initial offering period, at the principal office of Thornton Farish Inc. and, after the delivery of the Bonds, at the designated corporate trust office of the Trustee. THE ISSUER The Issuer is a public instrumentality and agency of the State. The Issuer is authorized by the Act to issue the Bonds and lend the proceeds thereof to the Company, and to secure the Bonds by a pledge of amounts payable by the Company under the Agreement and the Indenture. 2

5 APPLICATION OF BOND PROCEEDS The proceeds from the sale of the Bonds will be used to finance costs to the Company of acquiring, constructing, expanding and improving the Project, and to pay costs of issuance of the Bonds, as authorized by the Act and the Heartland Disaster Tax Relief Act of 2008 (Pub. L. No ). General THE BONDS The Bonds will be issued in the aggregate principal amount set forth on the cover page hereof and initially will bear interest at Weekly Rates. The Bonds will bear interest from the date of delivery thereof (the Issue Date ), will mature as set forth on the cover page hereof and are subject to redemption prior to maturity as described below under Optional Redemption, Extraordinary Optional Redemption and Special Mandatory Redemption. The Bonds will be issued only as fully registered bonds, without coupons. All Bonds bearing interest at a Weekly Rate shall be issued in denominations of $100,000 or any integral multiple of $5,000 in excess of $100,000, and all Bonds bearing interest at a Term Rate or the Fixed Rate shall be issued in denominations of $5,000 or whole multiples thereof ( Authorized Denominations ). The Bonds initially will be held in the book-entry only system and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), which will act as Securities Depository for the Bonds. So long as the book-entry system is in effect, Cede & Co. (or such other name as may be requested by an authorized representative of DTC) will be the Registered Owner of the Bonds and references herein to Bondholders, holders or owners of the Bonds or Registered Owners of the Bonds shall mean Cede & Co. (or such other nominee) and not the Beneficial Owners of the Bonds. Beneficial Owners of the Bonds will not receive or have the right to receive bond certificates except as hereinafter described. See Book-Entry Only System. So long as the Bonds are held in the book-entry only system, the principal or Purchase Price of, premium, if any, and interest on the Bonds will be paid through the facilities of DTC and the Beneficial Owner of a Bond must maintain an account with a broker or dealer who is, or acts through, a Participant (as described herein under Book-Entry Only System ) in order to receive payment of the principal or Purchase Price of, premium, if any, and interest on such Bond. Prior to the optional conversion by the Company of the Interest Rate on the Bonds to a Fixed Rate as described below under Conversion to a Fixed Rate, the Bonds may bear interest at a Weekly Rate or a Term Rate (each, a Variable Rate ) effective for periods ( Variable Rate Periods ) selected from time to time by the Company, in consultation with the hereinafter defined Remarketing Agent. Interest Rate is defined in the Indenture as a Weekly Rate, a Term Rate or a Fixed Rate. The Interest Rate to be borne by the Bonds during any particular Variable Rate Period will be determined by the Remarketing Agent as described below under Determination of Weekly and Term Rates. The Variable Rate Periods are determined as follows: Weekly Rate. Weekly Rate Periods (other than the initial Weekly Rate Period, which shall commence on the Issue Date) shall commence on Wednesday of each week and end on the day preceding the first day of the next Weekly Rate Period; except that (a) in the case of a conversion to a Weekly Rate Period from a Term Rate Period, the Weekly Rate Period shall commence on the last Interest Payment Date (as defined herein under Summary of Certain Provisions of the Bonds ) in respect of the immediately preceding Term Rate Period and end on the day preceding the first day of the next Weekly Rate Period; and (b) in the case of a conversion from a Weekly Rate Period to a different Rate Period, the last Weekly Rate Period prior to conversion shall end on the last day immediately preceding the Conversion Date (as defined in the next succeeding paragraph) to the new Rate Period. Rate Period is defined under the Indenture as the period during which a particular rate of interest determined for the Bonds is to remain in effect pursuant thereto. Term Rate. Term Rate Periods shall (a) commence on their respective Conversion Date and be for a term which is an integral multiple of 12 calendar months (except as described in the fourth paragraph under Determination of Weekly and Term Rates below), and (b) end on the last day of such stated 3

6 Term Rate Period; provided, however, that, if a Credit Facility with a stated expiration date earlier than the first Business Day after the last day of such period will be in effect for such period on such Conversion Date, the last day of such period must not be later than the fifth Business Day preceding (1) the expiration date of such Credit Facility and (2) the date the Bonds first become subject to Optional Redemption during such period. Notwithstanding the foregoing, any Rate Period for the Bonds shall end on the Maturity Date. Changes in the method of determining the Interest Rate on the Bonds from a Variable Rate to any other Variable Rate or from a Variable Rate to a Fixed Rate (but not from a Fixed Rate) may take place on the following days: (i) if the change is from a Weekly Rate Period, on the first Business Day of any month, and (ii) if the change is from a Term Rate Period, on the day after the last day of such period (each, a Conversion Date ). The requirements relating to a change between Variable Rate Periods are described below under Conversions Between Variable Rates and the requirements relating to a change from a Variable Rate Period to a period during which the Bonds will bear interest at a Fixed Rate to the Maturity Date (the Fixed Rate Period ) are described below under Conversion to a Fixed Rate. Interest on the Bonds will be calculated on the basis of a 365- or 366-day year for the number of days actually elapsed, while the Bonds bear interest at a Weekly Rate. Interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months while the Bonds bear interest at a Term Rate or a Fixed Rate. Interest on the Bonds with respect to Weekly Rate Periods and Term Rate Periods will be paid on the Interest Payment Dates indicated below under Summary of Certain Provisions of the Bonds. The first Interest Payment Date for the Bonds bearing interest at Weekly Rates will be March 1, Interest on the Bonds with respect to the Fixed Rate Period will be paid on the first day of the sixth calendar month following the month in which the Conversion Date for the Fixed Rate Period (the Fixed Rate Conversion Date ) occurs, the first day of each sixth calendar month thereafter and on the Maturity Date. Thornton Farish Inc., Montgomery, Alabama, has been appointed to serve as Remarketing Agent (the Remarketing Agent ) for the Bonds. The Remarketing Agent may resign or be removed, and a successor Remarketing Agent may be appointed, in accordance with the Indenture. Determination of Weekly and Term Rates On the Issue Date, the Bonds shall bear interest at a Weekly Rate determined by the Underwriter before the Bonds are initially delivered. The initial Weekly Rate will be communicated by the Underwriter to the prospective purchasers of the Bonds and subsequent Weekly Rates will be communicated to each Registered Owner as described in the second succeeding paragraph. The Bonds will bear interest from the Issue Date at Weekly Rates determined as described in the next succeeding paragraph until the Company elects that the Bonds will bear interest at a Term Rate or at the Fixed Rate. See Conversions Between Variable Rates and Conversion to a Fixed Rate below. During each Variable Rate Period, the Interest Rate on the Bonds shall be determined by the Remarketing Agent as the minimum rate of interest which, in the judgment of the Remarketing Agent, if borne by the Bonds on the effective date thereof, taking into consideration prevailing market conditions, would result in the market value of the Bonds being 100% of the principal amount thereof, plus accrued and unpaid interest, if any. The determination by the Remarketing Agent of each Variable Rate to be borne by the Bonds shall be conclusive and binding on the Registered Owners of the Bonds, the Issuer, the Company, the Paying Agent, the Credit Issuer, if any, and the Trustee. Notice of Weekly Rates and Term Rates shall be given by the Paying Agent by first class mail or by facsimile transmission to each Registered Owner of the Bonds, upon written request of each such Registered Owner, after each Interest Payment Date with respect to Weekly Rates and after each Term Rate is determined with respect to Term Rates. 4

7 In the event that the Remarketing Agent fails to establish a Weekly Rate with respect to the Bonds while bearing interest at a Weekly Rate, the Weekly Rate for such period shall be the same as the Weekly Rate for the immediately preceding Weekly Rate Period. In the event that the Remarketing Agent fails to establish a Term Rate with respect to the Bonds while bearing interest at a Term Rate, the Term Rate Period shall convert automatically to the Weekly Rate Period and the Weekly Rate shall be determined in accordance with the provisions of the Indenture as described above; provided, however, that if the Bonds are then in a Term Rate Period of more than one year, the Bonds shall bear interest at a Weekly Rate only if there has been delivered by the Company an opinion of nationally recognized bond counsel selected by the Company and acceptable to the Issuer and the Trustee ( Bond Counsel ) addressed to the Issuer, the Trustee, the Paying Agent and the Company to the effect that the action proposed to be taken is authorized or permitted by the laws of the State and the Indenture and will not, in and of itself, adversely affect any excludability of interest on the Bonds from gross income of the Owners thereof for federal income tax purposes (a Favorable Opinion of Bond Counsel ) (which Favorable Opinion of Bond Counsel has not been rescinded prior to the effective date of such change). If such Favorable Opinion of Bond Counsel has not been delivered, or has been delivered but thereafter rescinded prior to the effective date of such change, the Bonds shall convert to a Term Rate Period with a duration of one year and one day (or, if shorter, a Term Rate Period ending on the day before the Maturity Date). If the Remarketing Agent fails to determine a Term Rate in such event, the Term Rate shall be 85% of the average yield shown for United States Treasury notes or bonds having approximately one year (not less than 11 months nor more than 13 months) to maturity as published in the then last prior issue of the Federal Reserve Bulletin. The Paying Agent shall promptly notify the Registered Owners of any such automatic change as provided in the Indenture. In no event shall the Interest Rate borne by any Bond exceed the lesser of (i) 15% per annum, (ii) the maximum rate permitted by the laws of the State and (c) if a Credit Facility is then in effect with respect to the Bonds, the rate agreed to by the Credit Issuer as set forth in such Credit Facility (the Maximum Rate ). Optional Tender While the Bonds bear interest at Variable Rates, the owners of the Bonds may tender their Bonds (or portions thereof in Authorized Denominations; provided that the untendered portion of any Bond must also be in an Authorized Denomination) for purchase to the Paying Agent, directly or through the owner s DTC Participant, at a Purchase Price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, by giving an irrevocable tender notice to the Paying Agent (a Tender Notice ) as summarized below in the table under Summary of Certain Provisions of the Bonds. Payment of the Purchase Price of Bonds to be purchased upon optional tender as described herein will be made by the Paying Agent in immediately available funds. If the Registered Owner or Beneficial Owner of any Bond (or portion thereof) that is subject to optional tender, and for which a Tender Notice has been given pursuant to the Indenture, fails to deliver such Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the Purchase Price therefor, such Bond (or portion thereof) shall nevertheless be deemed tendered and purchased on the day fixed for purchase thereof, shall cease to accrue interest and ownership of such Bond (or portion thereof) shall be transferred to the new purchaser thereof. Any Registered Owner or Beneficial Owner who fails to deliver such Bond for purchase shall have no further rights thereunder except the right to receive the Purchase Price thereof upon presentation and surrender of such Bond to the Paying Agent. FOR SO LONG AS THE BONDS ARE REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS NOMINEE FOR DTC, THE TENDER OPTION RIGHTS OF OWNERS OF BONDS MAY BE EXERCISED ONLY BY A DIRECT PARTICIPANT OF DTC ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF A BENEFICIAL OWNER OF BONDS BY GIVING NOTICE OF ITS ELECTION TO TENDER BONDS OR PORTIONS THEREOF AT THE TIMES AND IN THE MANNER DESCRIBED IN THE TABLE UNDER SUMMARY OF CERTAIN PROVISIONS OF THE BONDS. BENEFICIAL OWNERS WILL NOT HAVE ANY RIGHTS TO TENDER BONDS DIRECTLY TO THE PAYING AGENT. PROCEDURES UNDER WHICH A BENEFICIAL OWNER MAY DIRECT A DIRECT PARTICIPANT OF DTC OR AN INDIRECT PARTICIPANT 5

8 OF DTC ACTING THROUGH A DIRECT PARTICIPANT OF DTC TO EXERCISE A TENDER OPTION RIGHT IN RESPECT OF BONDS OR PORTIONS THEREOF IN AN AMOUNT EQUAL TO ALL OR A PORTION OF SUCH BENEFICIAL OWNER S BENEFICIAL OWNERSHIP INTEREST THEREIN SHALL BE GOVERNED BY STANDING INSTRUCTIONS AND CUSTOMARY PRACTICES DETERMINED BY SUCH DIRECT PARTICIPANT OR INDIRECT PARTICIPANT. FOR SO LONG AS THE BONDS ARE REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS NOMINEE FOR DTC, DELIVERY OF BONDS REQUIRED TO BE TENDERED FOR PURCHASE SHALL BE EFFECTED BY THE TRANSFER BY A DIRECT PARTICIPANT ON THE APPLICABLE PURCHASE DATE OF A BOOK-ENTRY CREDIT TO THE ACCOUNT OF THE PAYING AGENT OF A BENEFICIAL INTEREST IN SUCH BONDS. Mandatory Tender Bonds must be tendered by the owners thereof to the Paying Agent for purchase at a Purchase Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (plus premium, if any, in the case of clause (iv) or (v) of this paragraph), on (i) the Conversion Date from any Variable Rate Period to a different type of Variable Rate Period, (ii) the Conversion Date from a Term Rate Period to another Term Rate Period, (iii) the Fixed Rate Conversion Date, (iv) the date on which a Credit Facility is delivered under the Indenture if no Credit Facility is in effect immediately prior to the delivery of such Credit Facility, and (v) the fifth Business Day prior to the expiration date of any Credit Facility then in effect (including expiration in connection with the acceptance of an Alternate Credit Facility) unless the date of such expiration is also a Conversion Date, in which case the mandatory tender date shall be the Conversion Date. A Credit Facility may be provided or may expire at any time during a Weekly Rate Period or on any Conversion Date but, as described in the second paragraph below under Conversions Between Variable Rates, a Credit Facility may only be provided or expire with respect to a Term Rate Period or a Fixed Rate Period if the mandatory tender date relating thereto as described in clause (iv) or (v) of this paragraph is a day on which the Bonds are subject to Optional Redemption and, in such event, such Credit Facility must cover that portion of the Purchase Price equal to any premium that would have been due on the Bonds had they been redeemed at such time rather than purchased pursuant to such mandatory tender. The Paying Agent shall give notice of any mandatory tender of Bonds described in the preceding paragraph by first class mail to the Registered Owners of the Bonds subject to mandatory tender not less than 25 days prior to the mandatory tender date. Payment of the Purchase Price of Bonds to be purchased upon mandatory tender as described herein will be made by the Paying Agent in immediately available funds, subject to any DTC requirements. If the Registered Owner or Beneficial Owner of any Bond (or portion thereof) that is subject to mandatory tender fails to deliver such Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the Purchase Price therefor, such Bond (or portion thereof) shall nevertheless be deemed tendered and purchased on the day fixed for purchase thereof, shall cease to accrue interest and ownership of such Bond (or portion thereof) shall be transferred to the new purchaser thereof. Any Registered Owner or Beneficial Owner who fails to deliver such Bond for purchase shall have no further rights thereunder except the right to receive the Purchase Price thereof upon presentation and surrender of such Bond to the Paying Agent. FOR SO LONG AS THE BONDS ARE REGISTERED IN THE NAME OF CEDE & CO (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS NOMINEE FOR DTC, NOTICES OF MANDATORY TENDER OF BONDS SHALL BE GIVEN BY THE PAYING AGENT TO CEDE & CO. ONLY, AND NEITHER THE ISSUER, THE PAYING AGENT, THE COMPANY, THE UNDERWRITER NOR THE REMARKETING AGENT SHALL HAVE ANY RESPONSIBILITY FOR THE DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS ARE REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), AS NOMINEE FOR DTC, DELIVERY OF BONDS REQUIRED TO BE TENDERED FOR PURCHASE SHALL BE 6

9 EFFECTED BY THE TRANSFER BY A DIRECT PARTICIPANT ON THE APPLICABLE MANDATORY TENDER DATE OF A BOOK-ENTRY CREDIT TO THE ACCOUNT OF THE PAYING AGENT OF A BENEFICIAL INTEREST IN SUCH BONDS. Conversions Between Variable Rates The method of determining the Interest Rate on the Bonds may be changed from one Variable Rate Period to another Variable Rate Period (including from a Term Rate Period to a Term Rate Period of the same or a different duration) by the Company from time to time by written notice of such proposed conversion given by the Company to the Issuer, the Trustee, the Paying Agent, the Credit Issuer, if any, and the Remarketing Agent not fewer than five Business Days prior to 25 days prior to any such proposed Conversion Date (each, a Variable Rate Conversion Date ). The Company may rescind any election by it to convert the method of determining the Interest Rate on the Bonds as described below under Company s Right to Rescind Conversion Election. In addition, prior to any conversion from a Variable Rate Period during which the Interest Rate on the Bonds is set at intervals of less than one year to a Term Rate Period during which the Interest Rate on the Bonds is set at intervals of one year or more, or vice versa, the Company must deliver a Favorable Opinion of Bond Counsel (which must be confirmed on the applicable Conversion Date). Conversion of the method of determining the Interest Rate on the Bonds from one Variable Rate Period to another Variable Rate Period (including from a Term Rate Period to a Term Rate Period of the same or a different duration) may take place only on a Conversion Date. In addition, if a Credit Facility will be in effect on the Conversion Date with respect to the Variable Rate Period commencing on such Conversion Date, such conversion will be limited to the extent of the following conditions for such Credit Facility: (a) if such Credit Facility purports to provide for payments of principal and interest on the Bonds, it must cover accrued and unpaid interest for the Bonds at the Maximum Rate for the maximum Interest Period (as defined below in this paragraph) permitted plus 10 days (or such other number of days that is the maximum amount required by any Rating Agency rating the Bonds on such Conversion Date in order to rate the Bonds based on such Credit Facility) and, if the conversion is to a Term Rate, it must cover the maximum redemption premium to be applicable during such Rate Period; and, if such Credit Facility purports to provide for payments of Purchase Price as described in the first paragraph under THE INDENTURE Credit Facility; Alternate Credit Facility below, it must cover that portion of the Purchase Price corresponding to accrued and unpaid interest on the Bonds at the Maximum Rate for the maximum Interest Period permitted plus five Business Days; and (b) such Credit Facility must have a stated expiration date at least five Business Days after the first Interest Payment Date occurring at least one year after such Conversion Date and, if the conversion is to a Term Rate, at least five Business Days after the date the Bonds first become subject to Optional Redemption as described below under Optional Redemption. Interest Period means the period from and including any Interest Payment Date to and including the day immediately preceding the next following Interest Payment Date. The requirements described above in this paragraph with respect to the provision of a Credit Facility on a Variable Rate Conversion Date also apply at any time a Credit Facility is delivered during a Variable Rate Period. While the Bonds bear interest at a Variable Rate, the Paying Agent shall give notice to the Registered Owners of the Bonds of the conversion to another Variable Rate Period not less than 25 days prior to the Conversion Date. Each notice of a change between Variable Rate Periods will be sent by the Paying Agent by first class mail to each Registered Owner s address as it appears on the registration books and shall state: (i) the proposed Conversion Date and the type of Rate Period to which the conversion will be made and, in the case of conversion to a Term Rate Period (including from a Term Rate to a Term Rate Period of the same or a different duration), the effective date and the last day of such Term Rate Period; (ii) that the Bonds will be subject to mandatory tender on the proposed Conversion Date and the time and place at which Bonds are to be tendered for purchase; (iii) with respect to a conversion to a Term Rate Period only, the redemption provisions that will apply to the Bonds during such Term Rate Period; and (iv) that the Rate Period on the Bonds will be converted to the specified Rate Period on the 7

10 applicable Conversion Date, subject to the Company s ability to rescind such election prior to such Conversion Date and, if applicable, the delivery of the reaffirming Favorable Opinion of Bond Counsel described in the second preceding paragraph. See the last paragraph of Mandatory Tender above with respect to the delivery of notices and the delivery of Bonds subject to mandatory tender while a book-entry system is in effect for the Bonds. Conversion to a Fixed Rate The Indenture provides that the Company has the right to convert the Interest Rate on the Bonds to a Fixed Rate on a Fixed Rate Conversion Date. To exercise its option, the Company must deliver to the Issuer, the Paying Agent, the Trustee, the Credit Issuer, if any, and the Remarketing Agent written notice not less than five Business Days prior to 25 days prior to the Fixed Rate Conversion Date. In addition, if (i) the Fixed Rate Period is one year or more and such conversion is from any Rate Period other than a Term Rate Period of one year or more or (ii) the Fixed Rate Period is less than one year and such conversion is from a Term Rate Period of one year or more, the Company must also deliver a Favorable Opinion of Bond Counsel at the time it delivers such notice of a Fixed Rate conversion (which Favorable Opinion of Bond Counsel must also be confirmed as of the Fixed Rate Conversion Date). The Company may rescind any election by it to convert to a Fixed Rate as described below under Company s Right to Rescind Conversion Election. The Paying Agent shall give notice by first class mail to all Registered Owners of the conversion to a Fixed Rate not fewer than 25 days prior to the Fixed Rate Conversion Date. Such notice shall (i) specify the Fixed Rate Conversion Date, (ii) state that the Bonds shall be subject to mandatory tender for purchase on the Fixed Rate Conversion Date and the time and place at which the Bonds are to be tendered for purchase and (iii) state that the conversion is subject to the receipt of the reaffirming Favorable Opinion of Bond Counsel described in the preceding paragraph, if required, and to the Company s ability to rescind its election to convert prior to the Fixed Rate Conversion Date. If a Credit Facility will be in effect on the Fixed Rate Conversion Date for the Fixed Rate Period, the additional conditions with respect to Term Rates and the conversion to a Term Rate Period as described above in the second paragraph under Conversions Between Variable Rates will apply to the Fixed Rate and the Fixed Rate Conversion Date. Not later than the close of business on the Fixed Rate Conversion Date, the Remarketing Agent shall determine the Fixed Rate, which shall be the Interest Rate which, in the determination of the Remarketing Agent taking into consideration prevailing market conditions, would result in the market value of the Bonds on the effective date being equal to 100% of the principal amount thereof plus accrued and unpaid interest. In no event, however, shall the Fixed Rate exceed the Maximum Rate. The determination by the Remarketing Agent of the Fixed Rate shall be conclusive and binding on the Registered Owners of the Bonds, the Issuer, the Company, the Paying Agent, the Trustee and the Credit Issuer, if any. If the Remarketing Agent fails for any reason to establish a Fixed Rate or if the Company rescinds its notice of conversion or if any condition to conversion is not met, the Rate Period for the Bonds shall be automatically converted to a Weekly Rate Period and the Weekly Rate shall be determined as provided in the Indenture and described above; provided, however, that if the Bonds are then in a Term Rate Period of more than one year, the Bonds shall bear interest at a Weekly Rate only if the Company has delivered a Favorable Opinion of Bond Counsel (which Favorable Opinion of Bond Counsel has not been rescinded prior to the effective date of such change). If such Favorable Opinion of Bond Counsel has not been delivered, or has been delivered but thereafter rescinded prior to the effective date of such change, the Bonds shall convert to a Term Rate Period with a duration of one year and one day (or, if shorter, a Term Rate Period ending on the day before the Maturity Date). The Paying Agent shall promptly notify the Registered Owners of any such automatic change as provided in the Indenture. After the Fixed Rate Conversion Date, the Bonds are not subject to optional tender for purchase. 8

11 Company s Right to Rescind Conversion Election Notwithstanding anything in the Indenture to the contrary, the Company may rescind any election by it to convert to a different type of Rate Period, or, in the case of a Term Rate Period, a Term Rate Period of the same or a different duration, prior to the effective date thereof, by giving written notice thereof to the Issuer, the Trustee, the Paying Agent, the Credit Issuer, if any, and the Remarketing Agent prior to such effective date. If notice of the election to convert has previously been given by the Paying Agent to the Registered Owners of the Bonds at the time the Company delivers any such rescission notice, then the Paying Agent shall immediately give written notice of such rescission to the Registered Owners of the Bonds by first class mail. If notice of the election to convert has not previously been given by the Paying Agent to the Registered Owners of the Bonds at the time the Company delivers any such rescission notice to the Paying Agent, then the Company s notice of conversion shall be of no force and effect and shall not be given to the Registered Owners thereof. Notwithstanding the rescission of any election by the Company to convert to a different type of Rate Period or from a Term Rate Period to a Term Rate Period of the same or a different duration, if notice has been given to the Registered Owners of the Bonds of a conversion, the Bonds shall continue to be subject to any mandatory tender specified in such notice. Remarketing and Purchase In the event that any Tender Notice is received of any optional tender, or if the Bonds are subject to mandatory tender, the Remarketing Agent, unless otherwise instructed by the Company, shall offer for sale and use commercially reasonable efforts to find purchasers for all such Bonds (or portions thereof) at a Purchase Price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the forthcoming Purchase Date; provided, however, that the Remarketing Agent shall not sell any Bond upon optional tender as to which a notice of a mandatory tender has been given by the Trustee or the Paying Agent to any Person unless the Remarketing Agent has advised such Person of the fact of such mandatory tender. Subject to the immediately succeeding sentence, the Purchase Price of Bonds tendered for purchase shall be paid by the Paying Agent on the date fixed for purchase from moneys derived from the following sources in the following order of priority: (a) proceeds of the remarketing of such Bonds (or portions thereof in Authorized Denominations) which constitute Eligible Funds (as defined in the Indenture); (b) if a Credit Facility is then in effect, moneys realized under such Credit Facility for such purpose; and (c) any other moneys furnished by or on behalf of the Company for the purchase of Bonds. Summary of Certain Provisions of the Bonds Shown on the following table are the Interest Payment Dates for each Variable Rate Period (the Interest Payment Dates ), the date each Variable Interest Rate will become effective and the period of time each Variable Interest Rate will be in effect (the Effective Date of Rate ), the requirements for notice to Registered Owners of Interest Rate adjustments (the Written Notice of Rate ), the dates on which owners of Variable Rate Bonds may tender their Bonds for purchase to the Paying Agent and the notice requirements therefor (the Optional Tender Dates; Owner s Tender Notice ), the requirements for physical delivery of tendered Bonds and payment provisions therefor ( Physical Delivery of and Payment for Bonds Subject to Optional Tender and Mandatory Tender ), the notice requirements in order to change from one Rate Period to a different Rate Period or from a Term Rate Period to a Term Rate Period of the same or a different duration ( Written Notice of Change to Different Type Rate Period or to a Term Rate Period of the Same or Different Duration ), the date on which Bonds are subject to mandatory tender for purchase in the event of a change from one Rate Period to another Rate Period or from a Term Rate Period to a Term Rate Period of the same or a different duration ( Mandatory Tender Dates ) (all times shown are New York City time). A Business Day is defined in the Indenture to be a day (a) other than a day on which banks located in The City of New York, New York or the cities in which the principal offices of the Trustee, the Credit Issuer, if a Credit Facility is in effect, the Paying Agent or the Remarketing Agent are located are required or authorized by law or executive order to close, and (b) on which the New York Stock Exchange is not closed. This chart does not purport to be complete or definitive and is qualified by reference to the full terms with respect to the Bonds set forth in the Indenture. 9

12 WEEKLY RATE TERM RATE Interest Payment Dates* First Business Day of third calendar month following the month of Effective Date of Rate and first Business Day of each third calendar month thereafter. First day of sixth calendar month following month of Effective Date of Rate and first day of each sixth calendar month thereafter.*** Effective Date of Rate* Wednesday of each week effective through Tuesday of next week.** Conversion Date, for a term which is integral multiple of 12 calendar months, ending on the last day of such stated Term Rate Period.***** Written Notice of Rate Paying Agent to mail (or fax) Registered Owner notice upon written request of such Owner to Paying Agent. Paying Agent to mail (or fax) Registered Owner notice upon written request of such Owner to Paying Agent. Optional Tender Dates; Owner s Tender Notice Any Business Day. Irrevocable telecopy, telex or facsimile Tender Notice, promptly confirmed in writing, by Owner to Paying Agent on or prior to 5:00 p.m. on any Business Day at least 7 days prior to optional tender date.**** First day of next Rate Period. Irrevocable Tender Notice by Owner to Paying Agent on or prior to 5:00 p.m. on any Business Day at least 7 days prior to optional tender date.**** Physical Delivery of and Payment for Bonds Subject to Optional Tender and Mandatory Tender To Paying Agent by 12:00 noon on designated tender date, payment by 3:00 p.m. same day in immediately available funds.**** To Paying Agent by 5:00 p.m. on second Business Day prior to designated tender date, payment by 3:00 p.m. same day in immediately available funds.**** Written Notice of Change to Different Type Rate Period or to a Term Rate Period of the Same or Different Duration During Weekly Rate Period, Paying Agent to mail Registered Owners notice at least 25 days prior to effective date of change in type of Rate Period. During Term Rate Period, Paying Agent to mail Registered Owners notice at least 25 days prior to effective date of change to different type of Rate Period or to a Term Rate Period of the same or different duration. Mandatory Tender Dates Conversion Date to different type of Rate Period.***** Conversion Date to different type of Rate Period or to a Term Rate Period of the same or different duration.***** * In each case, however, the Variable Rate Period shall end on the day immediately preceding the Maturity Date of the Bonds stated on the cover hereof and such Maturity Date shall also be the last Interest Payment Date. Certain additional restrictions apply if a Credit Facility is in effect as described in the second paragraph above under Conversions Between Variable Rates. ** In the event of a conversion to a Weekly Rate Period, the Effective Date of Rate shall be the last Interest Payment Date for the preceding Term Rate Period. In the event of a conversion from a Weekly Rate Period, the last Weekly Rate Period prior to such conversion shall end on the day immediately preceding the Conversion Date to the new Rate Period. *** Last Interest Payment Date for any Term Rate Period which is followed by any Variable Rate Period will be the first Business Day of the sixth calendar month following the immediately preceding Interest Payment Date. In addition, when a Term Rate Period commences as described in the third sentence of the fourth paragraph herein under Determination of Weekly and Term Rates, the Interest Payment Dates for such Term Rate Period may vary as provided in the Indenture. **** While the Bonds are held in the book-entry only system, special requirements regarding tenders exist. See the last paragraph of Optional Tender above or the last paragraph of Mandatory Tender above, as applicable, for such requirements. ***** The Bonds are also subject to mandatory tender on the dates described in clauses (iv) and (v) of the first paragraph of Mandatory Tender above, relating to Credit Facilities. 10

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