TYSON FOODS, INC.
MEDIUM-TERM NOTES
DUE MORE THAN NINE MONTHS
FROM DATE OF ISSUE
CALCULATION AGENT AGREEMENT
THIS AGREEMENT dated as of July 20, 1995, between Tyson Foods,
Inc., a Delaware corporation (hereinafter called the "Issuer"), having its
principal office at 2210 West Oaklawn Drive, Springdale, Arkansas 72762-
6999, and The Chase Manhattan Bank, N.A., a national banking association
(hereinafter sometimes called the "Calculation Agent," which term shall,
unless the context shall otherwise require, include its successors and
assigns), having its principal corporate trust office at 4 Chase MetroTech
Center, Brooklyn, New York 11245.
WHEREAS, the Issuer proposes to issue from time to time Medium-
Term Notes (the "Notes"), to be issued pursuant to the provisions of a debt
indenture dated as of June 1, 1995 (as it may be supplemented or amended
from time to time, the "Indenture") between the Company and The Chase
Manhattan Bank, N.A., as trustee (the "Trustee"). Capitalized terms used
in this Agreement and not otherwise defined herein are used as defined in
the Indenture. Certain of the Notes may bear interest at a floating rate
determined by reference to an interest rate formula or may be in the form
of fixed rate notes that have one Interest Payment Date and have an
interest rate determined by reference to an interest rate formula
(collectively, the "Floating Rate Notes") and the Issuer desires to engage
the Calculation Agent to perform certain services in connection therewith.
NOW IT IS HEREBY AGREED THAT:
1. The Issuer hereby appoints The Chase Manhattan Bank, N.A. as
Calculation Agent for the Floating Rate Notes, upon the terms and subject
to the conditions herein set forth, and The Chase Manhattan Bank, N.A.
hereby accepts such appointment. The Calculation Agent shall act as an
agent of the Issuer for the purpose of determining the interest rate or
rates of the Floating Rate Notes.
2. The Issuer agrees to deliver to the Calculation Agent, prior
to the issuance of any Floating Rate Notes, copies of the proposed forms of
such Notes, including copies of all terms and conditions relating to the
determination of the interest rates thereunder. The Issuer shall not issue
any Floating Rate Note prior to the receipt of confirmation from the
Calculation Agent of its acceptance of the proposed form of such Note. The
Calculation Agent hereby acknowledges its acceptance of the proposed forms
of the Floating Rate Note previously delivered to it.
3. The Issuer shall notify the Calculation Agent of the
issuance of any Floating Rate Notes prior to the issuance thereof and, at
the time of such issuance, shall deliver to the Calculation Agent all
information in the possession of the Issuer for the calculation of the
applicable interest rates thereunder. The Calculation Agent shall
calculate the applicable interest rates for Floating Rate Notes in
accordance with the terms of such Floating Rate Notes, the Indenture and
the provisions of this Agreement. In addition, the Calculation Agent shall
maintain, or cause to be maintained, records permitting it to calculate the
applicable interest rate as of the applicable Interest Determination Date
in case the applicable rates which are to be published, publicly announced
or displayed on the applicable Calculation Date (as defined in the Floating
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Rate Notes) are not available on such Calculation Date.
4. Promptly following the determination of each change to the
interest rate or the determination of the interest rate (where there is
only one Interest Payment Date) applicable to any Floating Rate Note, the
Calculation Agent will cause to be forwarded to the Issuer, the Trustee and
any paying agent for such Note information regarding the interest rate then
in effect for such Floating Rate Note.
5. The Issuer will pay such compensation as is set forth in
that certain letter dated July 12, 1995 from the Calculation Agent to the
Issuer and the expenses, including reasonable counsel fees, incurred by the
Calculation Agent in connection with its duties hereunder to the
Calculation Agent upon receipt of such invoices as the Issuer shall
reasonably require.
6. Notwithstanding any satisfaction or discharge of the Notes
or the Indenture, the Issuer will indemnify the Calculation Agent against
any losses, liabilities, costs, claims, actions or demands which it may
incur or sustain or which may be made against it in connection with its
appointment or the exercise of its powers and duties hereunder as well as
the reasonable costs, including reasonable fees and expenses of counsel in
defending any claim, action or demand, except such as may result from the
negligence or wilful misconduct of the Calculation Agent or any of its
employees. The Calculation Agent shall incur no liability and shall be
indemnified and held harmless by the Issuer for, or in respect of, any
actions taken or suffered to be taken in good faith by the Calculation
Agent in reliance upon (i) the written opinion or advice of counsel or (ii)
written instructions from the Issuer.
7. The Calculation Agent accepts its obligations herein set
forth upon the terms and conditions hereof, including the following, to all
of which the Issuer agrees:
(i) in acting under this Agreement and in connection
with the Notes, the Calculation Agent, acting as agent for the
Issuer, does not assume any obligation towards, or any
relationship of agency or trust for or with, any of the holders
of the Notes;
(ii) unless herein otherwise specifically provided, any
order, certificate, notice, request or communication from the
Issuer made or given under any provision of this Agreement shall
be sufficient if signed or given by any person whom the
Calculation Agent reasonably believes to be a duly authorized
officer or attorney-in-fact of the Issuer;
(iii) the Calculation Agent shall be obligated to
perform only such duties as are expressly set forth herein and
any duties necessarily incidental thereto;
(iv) the Calculation Agent shall be protected and shall
incur no liability for or in respect of any action taken or
omitted to be taken or anything suffered in good faith by it in
reliance upon anything contained in a Floating Rate Note, the
Indenture or any information supplied to it by the Issuer
pursuant to this Agreement, including the information to be
supplied pursuant to paragraph 3 above.
(v) the Calculation Agent, whether acting for itself
or in any other capacity, may become the owner or pledgee of
Notes with the same rights as it would have had if it were not
acting hereunder as Calculation Agent; and
(vi) the Calculation Agent shall incur no liability
hereunder except for loss sustained by reason of its own
negligence or wilful misconduct.
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8. (a) The Issuer agrees to notify the Calculation Agent at
least 30 days prior to the first issuance of any Floating Rate Note (other
than the Floating Rate Notes in the form previously delivered to the
Calculation Agent) with an interest rate to be determined by reference to
any other formula that would require the Calculation Agent to select banks,
dealers or other financial institutions (the "Reference Banks") for
purposes of quoting rates. Promptly thereafter, the Calculation Agent will
notify the Issuer and the Trustee of the names and addresses of such
Reference Banks. Forthwith upon any change in the identity of any
Reference Bank, the Calculation Agent shall notify the Issuer and the
Trustee of such change. The Calculation Agent shall not be responsible to
the Issuer or any third party for any failure of any Reference Bank to
fulfill its duties or meet its obligations as a Reference Bank or as a
result of the Calculation Agent's having acted (except in the event of
negligence or wilful misconduct) on any quotation or other information
given by any Reference Bank that subsequently may be found to be incorrect.
(b) Except as provided below, the Calculation Agent may at any
time resign as Calculation Agent by giving written notice to the Issuer and
the Trustee of such intention on its part, specifying the date on which its
desired resignation shall become effective, provided that such notice shall
be given not less than 60 days prior to the said effective date unless the
Issuer and the Trustee otherwise agree in writing; provided, however, if
the Calculation Agent has given not less than 60 days' prior notice of its
desired resignation, and during such 60 days a successor Calculation Agent
has not accepted its appointment as successor Calculation Agent, the
Calculation Agent so resigning may petition any court of competent
jurisdiction for the appointment of a successor Calculation Agent. The
Issuer covenants that it shall appoint a successor Calculation Agent as
soon as practicable after receipt of any notice of resignation hereunder.
Except as provided below, the Calculation Agent may be removed by
the filing with it and the Trustee of an instrument in writing signed by
the Issuer specifying such removal and the date it shall become effective
(such effective date being at least 20 days after said filing). Any such
resignation or removal shall take effect upon:
(i) the appointment by the Issuer as provided herein
of a successor Calculation Agent; and
(ii) the acceptance of such appointment by such
successor Calculation Agent.
Upon its resignation or removal becoming effective, the retiring
Calculation Agent shall be entitled to the payment of its compensation and
the reimbursement of all expenses (including reasonable counsel fees)
incurred by such retiring Calculation Agent pursuant to paragraph 5 hereof.
(c) If at any time the Calculation Agent shall resign or be
removed, or shall become incapable of acting or shall be adjudged bankrupt
or insolvent, or liquidated or dissolved, or an order is made or an
effective resolution is passed to wind up the Calculation Agent, or if the
Calculation Agent shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors, or shall consent to the
appointment of a receiver, administrator or other similar official of all
or any substantial part of its property, or shall admit in writing its
inability to pay or meet its debts as they mature, or if a receiver,
administrator or other similar official of the Calculation Agent or of all
or any substantial part of its property shall be appointed, or if any order
of any court shall be entered approving any petition filed by or against
the Calculation Agent under the provisions of any applicable bankruptcy or
insolvency law, or if any public officer shall take charge or control of
the Calculation Agent or its property or affairs for the purpose of
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rehabilitation, conservation or liquidation, then a successor Calculation
Agent shall be appointed by the Issuer by an instrument in writing filed
with the successor Calculation Agent and the Trustee. Upon the appointment
as aforesaid of a successor Calculation Agent and acceptance by the latter
of such appointment, the former Calculation Agent shall cease to be
Calculation Agent hereunder.
(d) Any successor Calculation Agent appointed hereunder shall
execute and deliver to its predecessor, the Issuer and the Trustee an
instrument accepting such appointment hereunder, and thereupon such
successor Calculation Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, immunities,
duties and obligations of such predecessor with like effect as if
originally named as the Calculation Agent hereunder, and such predecessor,
upon payment of its compensation, charges and disbursements then unpaid,
shall thereupon become obliged to transfer and deliver, and such successor
Calculation Agent shall be entitled to receive, copies of any relevant
records maintained by such predecessor Calculation Agent.
(e) Any corporation or other entity into which the Calculation
Agent may be merged or converted or any corporation or other entity with
which the Calculation Agent may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which the
Calculation Agent shall be a party shall, to the extent permitted by
applicable law, be the successor Calculation Agent under this Agreement
without the execution or filing or any paper or any further act on the part
of any of the parties hereto. Notice of any such merger, conversation or
consolidation shall forthwith be given to the Issuer and the Trustee.
(f) The provision of paragraph 6 hereof shall survive any
resignation or removal of the Calculation Agent hereunder.
9. Any notice required to be given hereunder shall be delivered
in person, sent by letter or telex or telecopy or communicated by telephone
(subject, in the case of communication by telephone, to confirmation
dispatched within two business days by letter, telex or telecopy), in the
case of the Issuer, to it at the address set forth in the heading of this
Agreement, Attention: Executive Vice President - Finance (telephone: (501)
290-4000; telecopier: (501) 290-4061); in the case of the Calculation
Agent, to it at the address set forth in the heading of this Agreement,
Attention: Corporate Trust Administration (telephone: (718) 242-7268;
telecopier: (718) 242-5886); and in the case of the Trustee, to it at 4
Chase MetroTech Center, Brooklyn, New York 11245, Attention: Corporate
Trust Administration (telephone: (718) 242-7268; telecopier: (718) 242-5886
; or, in any case, to any other address of which the party receiving notice
shall have notified the party giving such notice in writing.
10. This Agreement may be amended only by a writing duly
executed and delivered by each of the parties signing below.
11. The provisions of this Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.
12. This Agreement may be executed in counterparts and the
executed counterparts shall together constitute a single instrument.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the date and year first above written.
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TYSON FOODS, INC.
By:________________________
Title:
THE CHASE MANHATTAN
BANK, N.A.
By:________________________
Title: Vice President
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