Archer-Daniels-Midland Company and The Bank of New York, as Purchase Contract Agent, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of June 3, 2008Purchase Contract and Pledge Agreement • June 3rd, 2008 • Archer Daniels Midland Co • Fats & oils • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 3, 2008, among Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
ARCHER-DANIELS-MIDLAND COMPANY 35,000,000 Equity Units Underwriting AgreementArcher Daniels Midland Co • June 3rd, 2008 • Fats & oils • New York
Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule II hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom the representative or representatives, if any, named in Schedule I hereto are acting as representatives (in such capacity, the “Representatives”), with respect to: (1) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of 35,000,000 Equity Units of the Company (the “Initial Securities”) set forth in Schedule II, and (2) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof, all or any part of an additional 5,000,000 Equity Units (the “Option Securities”), solely to cover over-allotments. The Initial Securities to be purchased by the Underwriters, all or any part of the Optio
ARCHER-DANIELS-MIDLAND COMPANY and THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 3, 2008First Supplemental Indenture • June 3rd, 2008 • Archer Daniels Midland Co • Fats & oils • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 3, 2008 (the “First Supplemental Indenture”), between Archer-Daniels-Midland Company, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of September 20, 2006 between the Company and the Trustee, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by the First Supplemental Indenture, shall be referred to herein as the “Indenture.”
