EXHIBIT 9
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XXXXXXX, XXXXX & CO.,
as Call Option Holder
AND
FIRST NATIONAL BANK OF CHICAGO,
as Unit Agent and as Attorney-In-Fact
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CALL OPTION AGREEMENT
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Dated as of November __, 1998
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CALL OPTION AGREEMENT
CALL OPTION AGREEMENT, dated as of November __, 1998, between XXXXXXX,
SACHS & CO., as Call Option Holder, and FIRST NATIONAL BANK OF CHICAGO, as Unit
Agent and as attorney-in-fact of the Holders from time to time of the Normal
Units.
RECITALS
Monsanto Company and the Unit Agent are parties to the Master Unit
Agreement, dated as the date hereof (as the same may be supplemented or amended
in accordance with the terms thereof, the "Master Unit Agreement"). The Master
Unit Agreement contemplates that the Company will issue Debentures, and that
Debentures will underlie Normal Units outstanding from time to time thereunder.
It is intended that the Holders from time to time of the Normal Units
grant Call Options entitling the Call Option Holder to acquire the Debentures
underlying the related Normal Units on the terms and subject to the conditions
set forth herein. Pursuant to the terms of the Principal Agreements and the
Unit Certificates for the Normal Units, the Holders from time to time of the
Normal Units irrevocably authorize the Unit Agent, as attorney-in-fact of such
Holders, to enter into such Call Options and execute and deliver this Agreement
on behalf of such Holders.
Accordingly, the Call Option Holder and the Unit Agent, on its own
behalf and as attorney-in-fact of the Holders from time to time of the Normal
Units, agree as follows:
ARTICLE ONE
Definitions
Section 1. Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:
(a) capitalized terms used herein and not defined are used herein as
defined in the Master Unit Agreement; and
(b) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.
"Aggregate Call Option Exercise Consideration" means consideration
comprised of:
(a) Treasury Securities that through their scheduled payments will
generate by each Quarterly Payment Date falling after the Call
Settlement Date and on or before the Stock Purchase Date an
amount of cash equal to the aggregate interest payments that are
scheduled to be payable in respect of the Debentures underlying
the Normal Units on such Quarterly Payment Date (assuming for
this purpose, even if not true, that (i) no distributions or
interest payments will then have been deferred and (ii) that the
rate of interest on the Debentures remains at ____%);
(b) Treasury Securities that through their scheduled payments will
generate by the Stock Purchase Date an amount of cash equal to
the aggregate Stated Amount of the Normal Units; and
(c) if the Company is, at the Call Settlement Date, deferring
interest payments on the Debentures, an amount in cash equal to
(i) the aggregate unpaid interest payments on the Debentures
underlying the Normal Units accrued to the Call Settlement Date,
if the Call Settlement Date is a Quarterly Payment Date, or (ii)
the aggregate unpaid interest payments on the Debentures
underlying the Normal Units accrued to the Quarterly Payment
Date immediately preceding the Call Settlement Date plus
interest thereon at the Deferral Rate for the period from and
including such Quarterly Payment Date to but excluding such Call
Settlement Date (computed on the basis of a 360-day year of
twelve 30-day months), if the Call Settlement Date is not a
Quarterly Payment Date.
"Call Option Expiration Date" means _________________ (or, if such
date is not a Business Day, the next succeeding Business Day).
ARTICLE TWO
Call Option
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Section 2.1 Grant. The Unit Agent, on behalf of and as attorney-in-
fact for the Holders from time to time of the Normal Units, hereby grants the
Call Options to the Call Option Holder on the terms and subject to the
conditions set forth herein.
Section 2.2 Consideration. As consideration for such Call Options,
concurrently with the execution hereof, the Call Option Holder is paying to the
underwriters under the Underwriting Agreement (who are acting in this regard on
behalf of the initial investors in the Normal Units) an amount equal to ________
per Call Option.
Section 2.3 Expiration or Termination of Call Options. The Call
Options shall be irrevocable, but the Call Options and the rights of the Call
Option Holder and the obligations of the Holders of Normal Units thereunder
shall (a) expire on the Call Option Expiration Date if the Call Settlement Date
has not occurred on or prior to such date and (b) automatically terminate upon
the occurrence of a Termination Event.
ARTICLE THREE
Exercise of Call Options
Section 3.1 Exercise Mechanics.
(a) The Call Option Holder may exercise all (but not less than all)
the Call Options by (i) delivering to the Unit Agent and the Collateral Agent,
on or prior to the Call Option Expiration Date, a notice, substantially in the
form set forth in Annex A attached hereto, stating that the Call Option Holder
is exercising its Call Options and specifying the Call Settlement Date therefor
(which must be a Business Day falling on or before the Call Option Expiration
Date) and (ii) delivering to the Collateral Agent, by Noon, New York City time,
on the Call Settlement Date, the Aggregate Call Option Exercise Consideration.
(b) Pursuant to the Pledge Agreement, upon receipt by the Collateral
Agent of the Aggregate Call Option Exercise Consideration in the manner
contemplated hereby and by the Pledge Agreement, the Collateral Agent shall
release the Debentures underlying the Normal Units, free and clear of any lien,
pledge or security interest created by the Pledge Agreement, and transfer such
released Debentures to the Call Option Holder or its designee as specified in
the notice referred to in Section 3.1(a) above.
(c) The Unit Agent shall, not later than three Business Days
following the Call Settlement Date, mail notice of the exercise of the Call
Options to the Holders of Normal Units in the manner prescribed by the Master
Unit Agreement.
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ARTICLE FOUR
Miscellaneous
4.1 Amendments. This Agreement may be amended in the manner set forth in
Section 801 of the Master Unit Agreement with respect to supplemental
agreements.
4.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF. The Call Option Holder, the Unit Agent and the
Holders from time to time of the Normal Units, acting through the Unit Agent as
their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Call Option Holder, the Unit Agent and the Holders
from time to time of the Normal Units, acting through the Unit Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.
4.3 Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be designated by such
party in a notice to the other party. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.
4.4 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Call Option
Holder and the Unit Agent, and the Holders from time to time of the Normal
Units, by their acceptance of the same, shall be deemed to have agreed to be
bound by the provisions hereof and to have ratified the agreements of, and the
grant of the Call Options hereunder by, the Unit Agent.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
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4.6 Severability. If any provision hereof is invalid or unenforceable in
any jurisdiction, then, to the fullest extent permitted by law, (a) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (b) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXXXX, XXXXX & CO.,
as Call Option Holder
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(Xxxxxxx, Sachs & Co.)
Address for Notices:
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
FIRST NATIONAL BANK OF CHICAGO,
as Unit Agent and as attorney-in-fact of the
Holders from time to time of the Normal Units
By:
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Name:
Title:
Address for Notices:
EXERCISE NOTICE
Reference is made to the Call Option Agreement, dated as of
November __, 1998 (the "Call Option Agreement"), between Xxxxxxx, Xxxxx & Co.,
as Call Option Holder, and First National Bank of Chicago, as Unit Agent and
attorney-in-fact of the Holders from time to time of the Normal Units.
Capitalized terms used herein but not defined are used herein as defined in the
Call Option Agreement.
The undersigned hereby exercises all of the Call Options underlying
the Normal Units and specifies ____________________ as the Call Settlement Date.
Certificates representing the Debentures underlying the Normal Units should be
registered in the name of ______________________________ and delivered to
[insert address].
XXXXXXX, SACHS & CO.,
As Call Option Holder
(Xxxxxxx, Xxxxx & Co.)
Date:
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