Tyson Foods 2014 Annual Report Download - page 127

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury
Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii)
if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
“Quotation Agent” means Goldman, Sachs & Co. or another Reference Treasury Dealer appointed by the Company.
“Reference Treasury Dealer”
means (i) each of Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, any other
dealer selected by Goldman, Sachs & Co. or Morgan Stanley & Co. Incorporated, and the respective successors of the foregoing;
provided , however , that if either of the foregoing shall cease to be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Company.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption
Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding that Redemption Date.
This Security shall not be repayable at the option of the Holder on any date prior to the Stated Maturity specified above.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
OTHER PROVISIONS:
With respect to the Securities of this series, the term “Principal Domestic Property,” as set forth in the Indenture, shall
mean “any facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for
manufacturing, processing or distribution, located in the United States, owned or leased by the Issuer or a Subsidiary and having a
gross book value (without deduction for depreciation reserves) in excess of $50,000,000, other than any such facility or portion
thereof which, in the opinion of the Board of Directors of the Issuer, is not of material importance to the total business conducted
by the Issuer and its Subsidiaries as an entirety.”
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 50% in principal amount of
the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of not less than a majority in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
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