Exhibit 4.3
FORM GLOBAL NOTE
FACE OF NOTE
PIERRE FOODS, INC.
No. Fast 2 CUSIP No. 358034AC0
[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO PIERRE FOODS, INC. OR A SUCCESSOR THEREOF OR
THE REGISTRAR FOR REGISTRATION OF TRANSFER OR EXCHANGE AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS HAS BEEN
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
HAS BEEN REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), 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.
TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFER IN WHOLE, AND
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSORS NOMINEE.]
GLOBAL NOTE
REPRESENTING 10 3/4% SENIOR NOTES DUE 2006
Pierre Foods, Inc., a North Carolina corporation, for value received,
hereby promises to pay to Cede & Co., or its registered assigns, the principal
sum indicated on Schedule A hereof, on June 1, 2006.
Interest Payment: Dates: June 1 and December 1, commencing December 1.
1998.
Record Dates: May 15 and November 15.
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 duly executed by
the Trustee referred to on the reverse by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purposes.
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IN WITNESS WHEREOF, Pierre Foods, Inc. has caused this Note to be duly executed.
PIERRE FOODS, INC.
By: /s/ Pamela M. Witters
Pamela M. Witters
Chief Financial Officer, Treasurer and
Secretary
Attest: /s/ Robin S. Queen
Dated: March 8, 2004
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
U.S. Bank National Association,
as Trustee, certifies that this is one of
the Notes referred to in the Indenture
By: /s/ Alison D. B. Nadeau
Authorized Signatory
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REVERSE SIDE NOTE
PIERRE FOODS, INC.
NOTE
REPRESENTING 10-3/4% SENIOR NOTES DUE 2006
1. Indenture
This Note is one of a duly authorized issue of debt securities of the
Company (as defined below) designated as its "10-3/4% Senior Notes Due 2006"
(herein called the "Notes") limited in aggregate principal amount to
$115,000,000, issued under an indenture dated as of June 9, 1998, as
supplemented from time to time, the "Indenture") among the Company, as issuer
and the guarantors listed on Annex A hereto (collectively, the "Guarantors"),
and U.S. Bank, National Association, as trustee (the "Trustee," which term
includes any successor trustee under the Indenture). The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and such Act for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantors, the Trustee and each Holder and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The summary of the terms of
this Note contained herein does not purport to be complete and is qualified by
reference to the Indenture. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control. All capitalized terms used
in this Note which are not defined herein shall have the meanings assigned to
them in the Indenture.
The Indenture restricts, among other things, the Company's ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, incur liens to secure pari passu or subordinated indebtedness, sell
stock of Restricted Subsidiaries, apply net proceeds from certain asset sales,
merge or consolidate with any other person, sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the Company or
enter into certain transactions with affiliates. The Indenture permits, under
certain circumstances, Restricted Subsidiaries of the Company to be deemed
Unrestricted Subsidiaries and thus not subject to the restrictions of the
Indenture.
2. Principal and Interest
Pierre Foods, Inc., a North Carolina corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay the principal amount set forth on
Schedule A of this Note to the Holder hereof on June 1, 2006.
The Company shall pay interest at a rate of (i) 10.75% per annum, from the
Issue Date or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided for until March 8, 2004, (ii) 12.25% per
annum from March 9, 2004 or the most recent Interest Payment Date thereafter to
which interest has been paid or duly provided for
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until March 31, 2005 and (iii) 13.25% per annum from April 1, 2005 or from the
most recent Interest Payment Date thereafter to which interest has been paid or
duly provided for, in each case, semiannually in arrears on June 1 and December
1 of each year, in cash, to the Holder hereof until the principal amount hereof
is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture, be paid to the Person in whose name this
Note (or the Note in exchange or substitution for which this Note was issued) is
registered at the close of business on the Record Date for interest payable on
such Interest Payment Date. The Record Date for any interest payment is the
close of business on May 15 or November 15, as the case may be, whether or not a
Business Day, immediately preceding the Interest Payment Date on which such
interest is payable. Any such interest not so punctually paid or duly provided
for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on
such Record Date and shall be paid as provided in Section 2.11 of the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
Each payment of interest in respect of an Interest Payment Date will
include interest accrued through the day before such Interest Payment Date. If
an Interest Payment Date falls on a day that is not a Business Day, the interest
payment to be made on such Interest Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no additional interest will accrue as a result of
such delayed payment.
To the extent lawful, the Company shall pay interest on overdue principal,
overdue premium and Defaulted interest at the applicable interest rate borne on
this Note. The Company's obligation pursuant to the previous sentence shall
apply whether such overdue amount is due at its maturity, as a result of the
Company's obligations pursuant to Section 3.05, Section 4.11, Section 4.14 or
Section 4.22 of the Indenture, or otherwise.
3. Method of Payment
The Company, through the Paying Agent, shall pay interest on this Note to
the registered Holder of this Note, as provided above. The Holder must surrender
this Note to a Paying Agent to collect principal payments. The Company will pay
principal, premium, if any, and interest and Liquidated Damages, if any, in
money of the United States of America that at the time of payment is legal
tender for payment of all debts public and private. Principal, premium, if any,
and interest and Liquidated Damages, if any, shall be paid by check mailed to
the registered Holders at their registered addresses; provided that all payments
with respect to Notes the Holders of which have given wire transfer instructions
to the Company will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof.
4. Paying Agent and Registrar
Initially, the Trustee will act as Paying Agent and Registrar under the
Indenture. The Company may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Company or any of its Affiliates may
act as Paying Agent or Registrar, provided that if the Company or such Affiliate
is acting as Paying Agent, the Company or such Affiliate
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shall segregate all funds held by it as Paying Agent and hold them in trust for
the benefit of the Holders or the Trustee.
5. Guarantees
This Note is entitled to the benefits of the Guarantees made by the
Guarantors listed on Annex A hereto and may thereafter be entitled to Guarantees
made by other Guarantors for the benefit of the Holders of Notes. Each present
Guarantor has, and each future Guarantor will, irrevocably and unconditionally,
jointly and severally, guarantee on a senior unsecured basis the punctual
payment when due, whether at Stated Maturity, by acceleration, in connection
with a Change of Control Offer, an Asset Sale Offer or redemption, or otherwise,
of all obligations of the Company under the Indenture and this Note, whether for
payment of principal of, premium, if any, interest or Liquidated Damages, if
any, on the Notes, expenses, indemnification or otherwise. A Guarantor shall be
released from its Guarantee upon the terms and subject to the conditions set
forth in the Indenture.
6. Redemption
(a) Optional Redemption. The Notes are subject to redemption at the option
of the Company, in whole or in part, on at least 30 calendar days, but not more
than 60 calendar days, prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, and Liquidated Damages, if any, to the applicable
Redemption Date (subject to the right of each Holder of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date), if
redeemed during the twelve-month period beginning June 1 of the years indicated
below:
YEAR PERCENTAGE
- ---- ----------
2003 102.688%
2004 and thereafter 100.000%
(b) Mandatory Redemption
Within 30 days following the delivery by the Company to the Trustee and
the Senior Lender of the audited financial statements for the Company and its
Subsidiaries for the 2005 and 2006 Fiscal Years, but in no event later than 120
days following the end of each such Fiscal Year, the Company shall make a
payment to the Trustee equal to 60% of the Company's Consolidated Excess Cash
for such Fiscal Year (the "Cash Sweep Payment"), if, but only if, each of the
Cash Sweep Payment Conditions are first satisfied. The Cash Sweep Payment shall
be used to redeem, on a pro rata basis, outstanding Notes, at a redemption price
in cash equal to 100% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon to the Redemption Date.
7. Notice of Redemption
At least 20 calendar days but not more than 60 calendar days before a
Redemption Date, the Company shall deliver to the Trustee and send, by
first-class mail, postage prepaid, to
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Holders of Notes to be redeemed at the addresses of such Holders as they appear
in the Note Register, a notice of redemption.
In the case of a redemption pursuant to Section 6(a) above, if fewer than
all the Notes are to be redeemed at any time, the Trustee shall select the Notes
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances. In the case of a
redemption pursuant to Section 6(b) above, if fewer than all the Notes are to be
redeemed at any time, the Trustee shall select the Notes to be redeemed pro
rata. In either case, the Trustee shall make the selection from outstanding
Notes not previously called for redemption; provided that the Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Notes that have denominations larger than $1,000 (Notes in
denominations of $1,000 or less may be redeemed only in whole). If any Note is
redeemed subsequent to a Record Date with respect to any Interest Payment Date
specified above and on or prior to such Interest Payment Date, then any accrued
interest will be paid on such Interest Payment Date to the Holder of the Note on
such Record Date. If money in an amount sufficient to pay the Redemption Price
of all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent on or before the applicable Redemption Date and
certain other conditions are satisfied, interest on the Notes or portions
thereof to be redeemed on the applicable Redemption Date will cease to accrue.
8. Repurchase at the Option of Holders upon Change of Control
Upon the occurrence of a Change of Control, each Holder shall have the
right in accordance with the terms hereof and the Indenture to require the
Company to purchase such Holder's Notes, in whole or in part, in a principal
amount that is an integral multiple of $1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to l0l% of the principal amount of such
Notes (or portions thereof) plus accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Payment Date.
Within 30 calendar days following any Change of Control, the Company shall
send, or cause to be sent, by first-class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder with a copy to the Trustee.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled "Option of
Holder to Elect Purchase" appearing below and tendering this Note pursuant to
the Change of Control Offer. Unless the Company defaults in the payment of the
Change of Control Purchase Price with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest from and after the Change of Control Payment Date.
9. Repurchase at the Option of Holders upon Asset Sale
If at any time the Company or any Restricted Subsidiary engages in any
Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds
$5.0 million, the Company shall, within 30 calendar days of the date the amount
of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds
to make an offer to purchase from all Holders of Notes, on
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a pro rata basis, Notes in an aggregate principal amount equal in amount to the
then-existing Excess Proceeds, at a purchase price in cash in an amount equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon
and Liquidated Damages to the Asset Sale Purchase Date (subject to the right of
each Holder of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date). Upon completion of an Asset Sale Offer
(including payment of the Asset Sale Purchase Price for accepted Notes), any
surplus Excess Proceeds that were the subject of such offer shall cease to be
Excess Proceeds, and the Company may then use such amounts for general corporate
purposes.
Within 30 calendar days of the date the amount of Excess Proceeds exceeds
$5.0 million, the Company shall send, or cause to be sent, by first-class mail,
postage prepaid, a notice regarding the Asset Sale Offer to each Holder. The
Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled "Option of
Holder to Elect Purchase" appearing below and tendering this Note pursuant to
the Asset Sale Offer. Unless the Company defaults in the payment of the Asset
Sale Purchase Price with respect thereto, all Notes, or portions thereof
selected for payment pursuant to the Asset Sale Offer will cease to accrue
interest from and after the Asset Sale Purchase Date.
10. Repurchase at the Option of Holders on March 31, 2005
At least thirty (30) days prior to January 1, 2005, the Company shall send
or cause to be sent, by first-class mail, postage prepaid, a notice regarding
the 2005 Offer to each Holder. Pursuant to the 2005 Offer, the Holder of this
Note may elect to have this Note or a portion hereof in an authorized
denomination purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below and tending this Note to the Paying Agent no
later than January 15, 2004. On March 31, 2005, the Company shall purchase all
Notes from Holders electing to have their Notes purchased on such date at a
purchase price in cash equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon to the 2005 Offer Purchase Date. Unless the
Company defaults in the payment of the 2005 Offer Purchase Price with respect
thereto, all Notes, or portions thereof, tendered for payment pursuant to the
2005 Offer will cease to accrue interest from and after March 31, 2005.
11. Collateral Documents.
The Notes are entitled to the benefits of the Collateral Documents which
set forth, among other things, the Collateral securing the obligations of the
Notes. Each Holder, by accepting a Note, agrees to be bound by all of the terms
and provisions of the Collateral Documents, as the same may be amended from time
to time. Each Holder, by accepting a Note, further agrees the Liens securing the
Notes granted pursuant to the Indenture and the Collateral Documents are
subordinated in right of priority to all of the Liens granted as security for
the Senior Debt to the extent and in the manner provided in the Subordination
Agreement.
12. The Global Note.
So long as this Global Note is registered in the name of the Depositary or
its nominee, members of, or participants in, the Depositary ("Agent Members")
shall have no rights under the Indenture with respect to this Note held on their
behalf by the Depositary or the Trustee as its
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custodian, and the Depositary may be treated by the Company, the Guarantors, the
Trustee and any agent of the Company, the Guarantors or the Trustee as the
absolute owner of this Note for all purposes. Notwithstanding the foregoing,
nothing herein shall (i) prevent the Company, the Guarantors, the Trustee or any
agent of the Company, the Guarantors or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (ii) impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder.
The Holder of this Global Note may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests in this
Global Note through Agent Members, to take any action which a Holder is entitled
to take under the Indenture or the Notes.
Whenever, as a result of optional or mandatory redemption by the Company,
a Change of Control Offer, an Asset Sale Offer or the 2005 Offer, this Global
Note is redeemed, repurchased or exchanged in part, this Global Note shall be
surrendered by the Holder thereof to the Trustee who shall cause an adjustment
to be made to Schedule A hereof so that the principal amount of this Note will
be equal to the portion not redeemed, repurchased or exchanged and shall
thereafter return this Note to such Holder; provided that this Note shall be in
a principal amount of $1,000 or an integral multiple of $1,000.
13. Transfer and Exchange
A Holder may transfer or exchange Notes as provided in the Indenture and
subject to certain limitations therein set forth. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes, fees and expenses required by law or permitted
by the Indenture.
14. Denominations
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof of principal amount.
15. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate some
or all of the obligations of the Company and the Guarantors under the Notes, the
Guarantees and the Indenture if the Company irrevocably deposits in trust with
the Trustee cash or U.S. Government Obligations for the payment of principal,
premium, if any, interest and Liquidated Damages, if any, on the Notes to
redemption or maturity, as the case may be.
16. Amendment; Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in principal amount of the outstanding Notes (which consent
may, but need not, be given in connection with any tender offer or exchange
offer for the Notes) and (ii) any past Default and its consequences or any
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to certain
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exceptions set forth in the Indenture, without the consent of any Holder, the
Company and the Trustee may amend the Indenture or the Notes (i) to evidence the
succession of another Person to the Company and the assumption by such successor
of the covenants of the Company under the Indenture and contained in the Notes;
(ii) to add to the covenants of the Company, for the benefit of the Holders of
all of the Notes, or to surrender any right or power conferred on the Company
under the Indenture; (iii) to provide for uncertificated Notes in addition to or
in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any
ambiguity, omission, defect or inconsistency in the Indenture, provided that
such actions shall not adversely affect the interests of the Holders of Notes in
any material respect; (vi) to comply with the requirements of the SEC in order
to effect or maintain the qualification of the Indenture under the TIA; or (vii)
to evidence the agreement or acknowledgment of a Restricted Subsidiary that it
is a Guarantor for all purposes under the Indenture (including, without
limitation, Article 11 thereof).
17. Defaults and Remedies
Under the Indenture, Events of Default include: (i) a default for 30 days
in the payment when due of interest on, or Liquidated Damages with respect to,
the Notes (whether or not prohibited by the subordination provisions of the
Indenture); (ii) a default in the payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company to observe or perform
certain covenants, conditions, agreements or other provisions of the Indenture
or this Note (and, in the case of certain covenants, agreements or other
provisions, such failure has continued for 30 calendar days after written notice
by the Trustee or the Holders of at least 25% in principal amount of the Notes);
(iv) a default in the payment of Indebtedness of the Company or any of its
Significant Subsidiaries within any applicable grace period after final maturity
or acceleration of such Indebtedness in an amount in excess of $5.0 million in
the aggregate; (v) certain events of bankruptcy or insolvency with respect to
the Company or any of its Significant Subsidiaries; (vi) certain undischarged
judgments in excess of $5.0 million against the Company or any of its
Significant Subsidiaries; or (vii) the Guarantee of any Guarantor ceasing for
any reason to be in full force and effect (other than in accordance with the
terms of the Indenture) or any Guarantor denying or disaffirming its obligations
under its Guarantee.
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes, subject to certain
limitations, may declare all the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency shall result in the Notes being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.
Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in principal amount of the then outstanding Notes, by
written notice to the Trustee and the Company, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived, except nonpayment of principal, interest,
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premium or Liquidated Damages that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.
18. Individual Rights of Trustee
Subject to certain limitations imposed by the TIA, the Trustee or any
Paying Agent or Registrar, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Company, the
Guarantors or their Affiliates with the same rights it would have if it were not
Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.
19. No Recourse Against Certain Others
No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or such Guarantor under the Notes, the Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation, solely by reason of its status as a director, officer, employee,
incorporator or stockholder of the Company or such Guarantor. By accepting a
Note, each Holder waives and releases all such liability (but only such
liability) as part of the consideration for issuance of such Note to such
Holder.
20. Authentication
This Note shall not be valid until the Trustee or an authenticating agent
signs the certificate of authentication on the other side of this Note.
21. Abbreviations
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM ( tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian), and U/G/MIA (Uniform Gift to Minors
Act).
22. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
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23. Governing Law
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SAID STATE.
The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
Pierre Foods, Inc.
9990 Princeton Road
Cincinnati, Ohio 45246
Attention: Chief Financial Officer
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be
$___________________. The following decreases/increases in the principal amount
in denominations of $1,000 or integral multiples thereof at maturity of this
Note have been made:
Total Principal
Decrease in Amount at Maturity
Date of Decrease/ Principal Amount at Increase in Principal Following such Notation Made by or
Increase Maturity Amount at Maturity Decrease/ Increase on Behalf of Trustee
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ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Note)
FOR VALUE RECEIVED __________________________ hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint ________________________ Attorney to transfer
this Note on the Note Register, with full power of substitution.
Date: ________________________
________________________________ __________________________________
Signature of Holder Signature Guaranteed:
NOTICE: The signature to the foregoing Assignment must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.
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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
[ ] In connection with the Change of Control Offer made pursuant to Section
4.14 of the Indenture, the undersigned hereby elects to have
[ ] the entire principal amount
[ ] $______________ ($1,000 in principal amount or an integral multiple
thereof) of this Note repurchased by the Company. The undersigned
hereby directs the Trustee or Paying Agent to pay it or
_____________________ an amount in cash equal to 101% of the
principal amount indicated in the preceding sentence plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the
Change of Control Payment Date.
[ ] In connection with the Asset Sale Offer made pursuant to Section 4.11 of
the Indenture, the undersigned hereby elects to have
[ ] the entire principal amount
[ ] $______________ ($1,000 in principal amount or an integral multiple
thereof) of this Note repurchased by the Company. The undersigned
hereby directs the Trustee or Paying Agent to pay it or
_____________________ an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the
Asset Sale Purchase Date.
[ ] In connection with the 2005 Offer made pursuant to Section 4.22 of the
Indenture, the undersigned elects to have
[ ] the entire principal amount
[ ] $______________ ($1,000 in principal amount or an integral multiple
thereof) of this Note repurchased by the Company. The undersigned
hereby directs the Trustee or Paying Agent to pay it or
_____________________ an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued
and unpaid interest, if any, to the 2005 Offer Purchase Date.
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Dated: __________
_________________________________ ________________________________
Signature of Holder Signature Guaranteed:
NOTICE: The signature to the foregoing Assignment must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.
16
ANNEX A
Fresh Foods Properties LLC
Compass Outfitters LLC