[FORM OF FACE OF FIXED RATE REGISTERED NOTE]
Fixed Rate Note
REGISTERED REGISTERED
No. FXR [PRINCIPAL AMOUNT]
CUSIP: *
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.1
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD
TO MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY
WHERE THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO
SUCH SHORT ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE
AMOUNT OF OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF
ACCELERATION IS DISCUSSED ON THE REVERSE HEREOF.
TYSON FOODS, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE: APPLICABILITY OF MODIFIED
PAYMENT
UPON ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION If yes, state Issue Price:
PERCENTAGE:
INTEREST PAYMENT INTEREST PAYMENT PERIOD: APPLICABILITY OF ANNUAL
DATE(S): REDEMPTION
PERCENTAGE INCREASE:
SPECIFIED CURRENCY: APPLICABILITY OF ANNUAL If yes, state each
REDEMPTION PERCENTAGE redemption date
REDUCTION: and redemption price:
OPTIONAL REPAYMENT If yes, state Annual INITIAL ACCRUAL PERIOD OID
DATE(S): Percentage Reduction: (computed under the
Approximate method):
INTEREST ACCRUAL YIELD TO MATURITY:
DATE:
Tyson Foods, Inc., a Delaware corporation (together with its
successors and assigns, the "Company"), for value received, hereby promises
to pay to ______________________ or registered assignees, the principal
sum of ______________________ on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) and to pay
interest thereon at the Interest Rate per annum specified above from the
Original Issue Date specified above until the principal hereof is paid or
duly made available for payment (except as provided below), in arrears
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monthly, quarterly, semiannually, or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date (or any
redemption or repayment date); provided, however, that if the Original
Issue Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original Issue Date to the
registered holder of this Note on the Record Date with respect to such
second Interest Payment Date.
Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date)
will be made in immediately available funds upon surrender of this Note at
the office or agency of such paying agent as the Company may determine
maintained for that purpose in the Borough of Manhattan, The City of New
York (a "Paying Agent"), or at the office or agency of such other Paying
Agent as the Company may determine.
Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Original Issue Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date, will, subject to
certain exceptions described herein, be paid to the person in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on the date 15 days prior to an Interest Payment Date (whether or
not a Business Day) (each such date a "Record Date"); provided, however,
that interest payable on the Maturity Date (or any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be
payable.
The Specified Currency indicated on the face hereof shall be U.S.
dollars. Payment of the principal of and premium, if any, and interest on
this Note will be made in such coin or currency of the United States as at
the time of payment is legal tender for payment of public and private
debts; provided, however, that payments of interest, other than interest
due at maturity (or any redemption or repayment date) will be made by
United States dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note register. A holder of
U.S. $5,000,000 or more in aggregate principal amount of Notes having the
same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds to an account
maintained by the holder of this Note if appropriate wire transfer
instructions in writing have been received by the Paying Agent not less
than 10 days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the
Indenture, as defined on the reverse hereof, or be valid or obligatory for
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any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.
DATED: TYSON FOODS, INC.
By:_________________________________
Title:
By:_________________________________
Title:
[SEAL]
Attest:
By:_________________________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, N.A.,
as Trustee and Authenticating Agent
By:_________________________________________
Authorized Officer
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[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Medium-Term Notes
having maturities from nine months to 30 years from the date of issue (the
"Notes") of the Company. The Notes are issuable under an indenture, dated
as of June 1, 1995 (the "Indenture") between the Company and The Chase
Manhattan Bank, N.A., as trustee (the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities of the Company, the Trustee and holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered.
The Chase Manhattan Bank, N.A. has been appointed Authenticating Agent and
Exchange Rate Agent (the "Authenticating Agent" and "Exchange Rate Agent",
respectively, which terms include any successor authenticating agent or
exchange rate agent, as the case may be) with respect to the Notes, and The
Chase Manhattan Bank, N.A. at its corporate trust office in The City of New
York has been appointed the registrar and as a Paying Agent with respect to
the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise,
all as provided in the Indenture. To the extent not inconsistent herewith,
the terms of the Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of
the following two paragraphs, will not be redeemable or subject to
repayment at the option of the holder prior to maturity.
Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date. If the face of this Note
indicates that this Note is subject to (i) "Annual Redemption Percentage
Reduction" or (ii) "Annual Redemption Percentage Increase", then this Note
may be redeemed in whole or in part at the option of the Company on or
after the Initial Redemption Date specified on the face hereof on the terms
set forth on the face hereof, together with interest accrued and unpaid
hereon to the date of redemption (except as provided below). If this Note
is subject to "Annual Redemption Percentage Reduction", the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date specified above by the Annual
Percentage Reduction specified on the face hereof until the redemption
price of this Note is 100% of the principal amount hereof. If this Note is
subject to "Annual Redemption Percentage Increase", the amount of original
issue discount allocable to such short accrual period is the Amortized
Amount. Notice of redemption shall be mailed to the registered holders of
the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 days nor more than 60 days
prior to the date of redemption, subject to all the conditions and
provisions of the Indenture. In the event of redemption of this Note in
part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the
presentation and cancellation hereof.
Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date. If so indicated on the face of this Note, this Note may be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.
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On any Optional Repayment Date, this Note will be repayable in whole or in
part in increments of 1,000 units of the Specified Currency indicated on
the face hereof (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option
of the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest hereon payable to the date of repayment.
For this Note to be repaid in whole or in part at the option of the holder
hereof, the Company must receive at the corporate trust office of the
Paying Agent in the Borough of Manhattan, The City of New York, at least 30
days but not more than 60 days prior to the repayment, (i) this Note with
the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a
member of a national securities exchange or a member of the National
Association of Securities Dealers, Inc. (the "NASD") or a commercial bank
or trust company in the United States which must set forth the name of the
holder of this Note, the principal amount of this Note, the principal
amount of this Note to be repaid, the certificate number or a description
of the tenor and terms of this Note, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse hereof, will be received by the Paying Agent not
later than the fifth Business Day after the date of such telegram,
facsimile transmission or letter; provided, that such telegram, facsimile
transmission or a letter from a member of a national securities exchange or
a member of the NASD or a commercial bank or trust company in the United
States shall only be effective if in such case, this Note and form duly
completed are received by the Company by such fifth Business Day. Exercise
of such repayment option by the holder hereof shall be irrevocable. In the
event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon cancellation hereof.
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or earlier
redemption or repayment date), as the case may be. Interest payments for
this Note will be computed and paid on the basis of a 360-day year of
twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date
(or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on
such date need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date (or any redemption or
repayment date), and no interest shall accrue for the period from and after
the Interest Payment Date or the Maturity Date (or any redemption or
repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, in
denominations of 100,000 units of the Specified Currency indicated on the
face hereof or any integral multiple of 1,000 units of such Specified
Currency in excess thereof.
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The Chase Manhattan Bank, N.A. has been appointed registrar for
the Notes (the "Registrar," which term includes any successor registrar
appointed by the Company), and the Registrar will maintain at its office in
The City of New York a register for the registration and transfer of Notes.
This Note may be transferred at the aforesaid office of the Registrar by
surrendering this Note for cancellation, accompanied by a written
instrument of transfer in form approved by the Registrar and duly executed
by the registered holder hereof in person or by the holder's attorney duly
authorized in writing, and thereupon the Registrar shall issue in the name
of the transferee or transferees, in exchange herefor, a new Note or Notes
having identical terms and provisions for an equal aggregate principal
amount in authorized denominations, subject to the terms and conditions set
forth herein; provided, however, that the Registrar will not be required to
register the transfer of or exchange any Note that has been called for
redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or
to register the transfer of or exchange Notes to the extent and during the
period so provided in the Indenture with respect to the redemption of
Notes. Notes are exchangeable at said office for other Notes of other
authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such exchanges and transfers of Notes
will be free of charge, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form approved by the Registrar and
executed by the registered holder in person or by the holder's attorney
duly authorized in writing. The date of registration of any Note delivered
upon any exchange or transfer of Notes shall be such that no gain or loss
of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft
or destruction thereof (together with the indemnity hereinafter referred to
and such other documents or proof as may be required in the premises) shall
be delivered to the Registrar, a new Note of like tenor will be issued by
the Company in exchange for the Note so mutilated or defaced, or in lieu of
the Note so destroyed or lost or stolen, but, in the case of any destroyed
or lost or stolen Note, only upon receipt of evidence satisfactory to the
Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of
them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the owner of the Note mutilated, defaced, destroyed,
lost or stolen.
The Indenture provides that if an Event of Default (as defined in
the Indenture) with respect to any series of debt securities issued under
the Indenture, including the series of Medium-Term Notes of which this Note
forms a part, shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in principal amount of the debt securities
of such series then outstanding under the Indenture, by notice in writing
to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of all such
series and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal (or
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premium, if any) or interest on such debt securities) by the holders of a
majority in principal amount of the debt securities of such series then
outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be
limited to the sum of the Issue Price specified on the face hereof plus the
Amortized Amount, (ii) for the purpose of any vote of securityholders taken
pursuant to the Indenture prior to the acceleration of payment of this
Note, the principal amount hereof shall equal the amount that would be due
and payable hereon, calculated as set forth in clause (i) above, if this
Note were declared to be due and payable on the date of any such vote and
(iii) for the purpose of any vote of securityholders taken pursuant to the
Indenture following the acceleration of payment of this Note, the principal
amount hereof shall equal the amount of principal due and payable with
respect to this Note, calculated as set forth in clause (i) above.
The Indenture permits the Company, when authorized by resolution
of the Board of Directors, and the Trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of the notes of
each series (all such series voting as one class) affected by such
supplemental indenture at the time outstanding, including the series of
Medium-Term Notes of which this note forms a part, to enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the notes of each such
series or the coupons appertaining to such notes; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity of any
note, or reduce the rate or extend the time of payment of interest, if any,
thereon, or reduce the principal amount or premium, if any, thereof, or
make the principal thereof or premium, if any, or interest, if any, thereon
payable in any coin or currency other than that provided in any note, or
reduce the amount of the principal of an Original Issue Discount note that
would be due and payable upon an acceleration of the maturity thereof or
adversely affect the right of repayment, if any, at the option of the
holder without the consent of the holder of each note so affected, or (ii)
reduce the aforesaid percentage of notes of any series, the holders of
which are required to consent to any such supplemental indenture, without
the consent of the holder of each note so affected. A supplemental
indenture which changes or eliminates any covenant or other provision of
the Indenture which has expressly been included solely for the benefit of
one or more particular series of notes, or which modifies the rights of the
holders of notes of such series or of coupons appertaining to such notes
with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
So long as this Note shall be outstanding, the Company will cause
to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as
aforesaid of the Notes. The Company may designate other agencies for the
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payment of said principal, premium, if any, and interest at such place or
places (subject to applicable laws and regulations) as the Company may
decide. So long as there shall be any such agency, the Company shall keep
the Trustee advised of the names and locations of such agencies, if any are
so designated.
With respect to moneys paid by the Company and held by the
Trustee or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Notes that remain unclaimed at the end of three
years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), (i)
the Trustee or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming
such moneys shall thereafter look only to the Company for payment thereof
and (ii) such moneys shall be so repaid to the Company. Upon such
repayment all liability of the Trustee or such Paying Agent with respect to
such moneys shall thereupon cease, without, however, limiting in any way
any obligation that the Company may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this Note at the
time, place, and rate, and in the coin or currency, herein and in the
Indenture prescribed unless otherwise agreed between the Company and the
registered holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Company or any agent of the Company, the Registrar or the
Trustee may treat the holder in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Registrar, the Trustee nor any such agent shall be
affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on, this Note, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture
or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the
Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is equal to the original issue
discount amortized from the Original Issue Date to the date of redemption
or declaration, as the case may be, which amortization shall be calculated
using the "constant yield method" (computed in accordance with the rules
under the Internal Revenue Code of 1986, as amended, and the regulations
thereunder, in effect on the date of redemption or declaration, as the case
may be);
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(b) the term "Business Day" means any day that is not a Saturday
or Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law to close in The City of New York;
(c) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction; and
(d) all other terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-. . . . . .Custodian
(Cust) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above
list.
_______________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________
___________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF
ASSIGNEE]
___________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
___________________________________________________________________________
such person attorney to transfer such Note on the books of the Company,
with full power
___________________________________________________________________________
of substitution in the premises.
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Dated:_____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the
within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned, at
___________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of 1,000
units of the Specified Currency indicated on the face hereof) which the
holder elects to have repaid: ; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):
____________________________
Dated:______________________
____________________________________
____________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.
_______________________________
* Applies only if this Note is a Registered Global Security.
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