CUSIP: 902494 AF0
No. 1 $200,000,000
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
TYSON FOODS, INC.
7.00% Note due May 1, 2018
TYSON FOODS, INC., a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co. or registered
assigns, at the office or agency of the Company in The City of New York,
New York, the principal sum of $200,000,000 on May 1, 2018, in the coin or
currency of the United States, and to pay interest, semi-annually on May
1 and November 1 of each year, commencing November 1, 1998, on said
principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from the May 1 or the
November 1, as the case may be, next preceding the date of this Note to
which interest has been paid or duly provided for, unless the date hereof
is a date to which interest has been paid or duly provided for, in which
case from the date of this Note, or unless no interest has been paid or
duly provided for on this Note, in which case from May 1, 1998, until
payment of said principal sum has been made or duly provided for; provided,
that payment of interest may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear on the Security Register of the Company or by wire transfer as
provided in the Indenture. Notwithstanding the foregoing, if the date
hereof is after the 15th day of April or October, as the case may be, and
before the following May 1 or November 1, this Note shall bear interest
from such May 1 or November 1; provided, that if the Company shall default
in the payment of interest due on such May 1 or November 1, then this Note
shall bear interest from the next preceding May 1 or November 1 to which
interest has been paid or duly provided for or, if no interest has been
paid or duly provided for on these Notes, from May 1, 1998. The interest
so payable on any May 1 or November 1 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note is registered at the close of business on
the April 15 or October 15, as the case may be, next preceding such May 1
or November 1, whether or not such day is a Business Day.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually
signed by the Trustee under the Indenture referred to on the reverse
hereof.
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IN WITNESS WHEREOF, TYSON FOODS, INC. has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.
Dated: May 1, 1998
TYSON FOODS, INC.
By: ______________________________
By: ______________________________
Attest:
________________________
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated: May 1, 1998 THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________________
Authorized Signatory
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This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to an indenture dated as of June 1, 1995 (herein
called the "Indenture"), duly executed and delivered by the Company to The
Chase Manhattan Bank, as Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any) may be subject
to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the 7.00% Notes due May 1, 2018 of the Company, limited in
aggregate principal amount to $240,000,000.
Interest will be computed on the basis of a 360-day year of 12 30-day
months. The Company shall pay interest on overdue principal and, to the
extent lawful, on overdue installments of interest at the rate per annum
borne by this Note. If a payment date is not a Business Day as defined in
the Indenture at a place of payment, payment may be made at that place on
the next succeeding day that is a Business Day, and no interest shall
accrue for the intervening period.
In case an Event of Default with respect to the 7.00% Notes due May 1,
2018, as defined in the Indenture, shall have occurred and be continuing,
the principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions which provide that without prior
notice to any Holders, the Company and the Trustee may amend the Indenture
and the Securities of any series with the written consent of the Holders of
a majority in principal amount of the outstanding Securities of all series
affected by such supplemental indenture (all such series voting as one
class), and the Holders of a majority in principal amount of the
outstanding Securities of all series affected thereby (all such series
voting as one class) by written notice to the Trustee may waive future
compliance by the Company with any provision of the Indenture or the
Securities of such series; provided that without the consent of each Holder
of the Securities of each series affected thereby, an amendment or waiver,
including a waiver of past defaults, may not: (i) extend the stated
maturity of the principal of, or any sinking fund obligation or any
installment of interest on, such Holder's Security, or reduce the principal
amount thereof or the rate of interest thereon (including any amount in
respect of original issue discount), or any premium payable with respect
thereto, or adversely affect the rights of such Holder under any mandatory
repurchase provision or any right of repurchase at the option of such
Holder, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
or the amount thereof provable in bankruptcy, or change any place of
payment where, or the currency in which, any Security of such series or any
premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the
stated maturity thereof (or, in the case of redemption, on or after the
redemption date or, in the case of mandatory repurchase, the date
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therefor); (ii) reduce the percentage in principal amount of outstanding
Securities of such series the consent of whose Holders is required for any
such supplemental indenture, for any waiver of compliance with certain
provisions of the Indenture or certain Defaults and their consequences
provided for in the Indenture; (iii) waive a Default in the payment of
principal of or interest on any Security of such series; (iv) cause any
Security of such series to be subordinated in right of payment to any
obligation of the Company; or (v) modify any of the provisions of the
Indenture governing supplemental indentures with the consent of
Securityholders except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security of any
series affected thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in principal amount of the
outstanding Securities of the series affected (all such series voting as a
single class), by notice to the Trustee, may waive an existing Default or
Event of Default with respect to the Securities of such series and its
consequences, except a Default in the payment of principal of or interest
on any Security or in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of
each outstanding Security affected. Upon any such waiver, such Default
shall cease to exist, and any Event of Default with respect to the
Securities of such series arising therefrom shall be deemed to have been
cured, for every purpose of the Indenture; but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right
consequent thereto.
The Indenture provides that a series of Securities may include one or
more tranches (each a "tranche") of Securities, including Securities issued
in a periodic offering. The Securities of different tranches may have one
or more different terms, including authentication dates and public offering
prices, but all the Securities within each such tranche shall have
identical terms, including authentication date and public offering price.
Notwithstanding any other provision of the Indenture, subject to certain
exceptions, with respect to sections of the Indenture concerning the
execution, authentication and terms of the Securities, redemption of the
Securities, Events of Default of the Securities, defeasance of the
Securities and amendment of the Indenture, if any series of Securities
includes more than one tranche, all provisions of such sections applicable
to any series of Securities shall be deemed equally applicable to each
tranche of any series of Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series
or tranche pursuant to a board resolution or a supplemental indenture
establishing such series or tranche.
No reference herein to the Indenture and 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 and any premium and
interest on this Note in the manner, at the place, at the respective times,
at the rate and in the coin or currency herein prescribed.
The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 and any multiple of $1,000 at the office
or agency of the Company in The City of New York, and in the manner and
subject to the limitations provided in the Indenture, but without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
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This Note will not be redeemable prior to maturity.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in The City of New York, a new Note or
Notes of authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Company, the Trustee and any authorized agent of the Company or
the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or the Trustee or any authorized agent of the
Company or the Trustee), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes,
and neither the Company nor the Trustee nor any authorized agent of the
Company or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, 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, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and
released by the acceptance hereof and as part of the consideration for the
issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
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