{"id":42157,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/commercial-paper-dealer-agreement-tyson-foods-inc-and-banc-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"commercial-paper-dealer-agreement-tyson-foods-inc-and-banc-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/commercial-paper-dealer-agreement-tyson-foods-inc-and-banc-of.html","title":{"rendered":"Commercial Paper Dealer Agreement &#8211; Tyson Foods Inc. and Banc of America Securities LLC"},"content":{"rendered":"<pre>\n\n                     COMMERCIAL PAPER DEALER AGREEMENT\n                               4(2) PROGRAM\n\n\n                                  between\n\n\n                       TYSON FOODS, INC., as Issuer\n\n                                    and\n\n                 Banc of America Securities LLC, as Dealer\n\n\n\n          Concerning  Notes to be issued pursuant to  an  Issuing\n          and  Paying  Agency Agreement dated as of  January  12,\n          2001  between the Issuer and The Chase Manhattan  Bank,\n          as Issuing and Paying Agent\n\n\n\n                                Dated As of\n\n                             January 12, 2001\n\n\n\n\n\n                                     204\n\n                     COMMERCIAL PAPER DEALER AGREEMENT\n                               4(2) Program\n\n     This agreement (\"Agreement\") sets forth the understandings between the\nIssuer and the Dealer in connection with the issuance and sale by the\nIssuer of its short-term promissory notes through the Dealer (the \"Notes\").\n\n     Certain terms used in this Agreement are defined in Section 6 hereof.\n\n     The Addendum to this Agreement, and any Annexes or Exhibits described\nin this Agreement or such Addendum, are hereby incorporated into this\nAgreement and made fully a part hereof.\n\nSection 1.     Offers, Sales and Resales of Notes\n\n     1.1  While (i) the Issuer has and shall have no obligation to sell the\nNotes to the Dealer or to permit the Dealer to arrange any sale of the\nNotes for the account of the Issuer, and (ii) the Dealer has and shall have\nno obligation to purchase the Notes from the Issuer or to arrange any sale\nof the Notes for the account of the Issuer, the parties hereto agree that\nin any case where the Dealer purchases Notes from the Issuer, or arranges\nfor the sale of Notes by the Issuer, such Notes will be purchased or sold\nby the Dealer in reliance on the representations, warranties, covenants and\nagreements of the Issuer contained herein or made pursuant hereto and on\nthe terms and conditions and in the manner provided herein.\n\n     1.2  So long as this Agreement shall remain in effect, and in addition\nto the limitations contained in Section 1.7 hereof, the Issuer shall not,\nwithout the consent of the Dealer, offer, solicit or accept offers to\npurchase, or sell, any Notes except (a) in transactions with one or more\ndealers which may from time to time after the date hereof become dealers\nwith respect to the Notes by executing with the Issuer one or more\nagreements which contain provisions substantially identical to Section 1 of\nthis Agreement, of which the Issuer hereby undertakes to provide the Dealer\nprompt notice or (b) in transactions with the other dealers listed on the\nAddendum hereto, which are executing agreements with the Issuer which\ncontain provisions substantially identical to Section 1 of this Agreement\ncontemporaneously herewith.  In no event shall the Issuer offer, solicit or\naccept offers to purchase, or sell, any Notes directly on its own behalf in\ntransactions with persons other than broker-dealers as specifically\npermitted in this Section 1.2.\n\n     1.3  The Notes shall be in a minimum denomination or minimum amount,\nwhichever is applicable, of $250,000 or integral multiples of $1,000 in\nexcess thereof, will bear such interest rates, if interest bearing, or will\nbe sold at such discount from their face amounts, as shall be agreed upon\nby the Dealer and the Issuer, shall have a maturity not exceeding 365 days\nfrom the date of issuance (exclusive of days of grace) and shall not\ncontain any provision for extension, renewal or automatic \"rollover.\"\n\n     1.4  The authentication, delivery and payment of the Notes shall be\neffected in accordance with the Issuing and Paying Agency Agreement and the\nNotes shall be either individual bearer physical certificates or\nrepresented by book-entry Notes registered in the name of DTC or its\nnominee in the form or forms annexed to the Issuing and Paying Agency\nAgreement.\n\n\n                                     205\n\n     1.5  If the Issuer and the Dealer shall agree on the terms of the\npurchase of any Note by the Dealer or the sale of any Note arranged by the\nDealer (including, but not limited to, agreement with respect to the date\nof issue, purchase price, principal amount, maturity and interest rate (in\nthe case of interest-bearing Notes) or discount thereof (in the case of\nNotes issued on a discount basis), and appropriate compensation for the\nDealer's services hereunder) pursuant to this Agreement, the Issuer shall\ncause such Note to be issued and delivered in accordance with the terms of\nthe Issuing and Paying Agency Agreement and payment for such Note shall be\nmade by the purchaser thereof, either directly or through the Dealer, to\nthe Issuer.  Except as otherwise agreed, in the event that the Dealer is\nacting as an agent and a purchaser shall either fail to accept delivery of\nor make payment for a Note on the date fixed for settlement, the Dealer\nshall promptly notify the Issuer, and if the Dealer has theretofore paid\nthe Issuer for the Note, the Issuer will promptly return such funds to the\nDealer against its return of the Note to the Issuer, in the case of a\ncertificated Note, and upon notice of such failure in the case of a book-\nentry Note.\n\n     1.6  The Dealer and the Issuer hereby establish and agree to observe\nthe following procedures in connection with offers, sales and subsequent\nresales or other transfers of the Notes:\n\n          (a)  Offers and sales of the Notes shall be made only to\n     investors reasonably believed by the Dealer to be:  (i) Institutional\n     Accredited Investors or Sophisticated Individual Accredited Investors,\n     (ii) non-bank fiduciaries or agents that will be purchasing Notes for\n     one or more accounts, each of which is an Institutional Accredited\n     Investor or Sophisticated Individual Accredited Investor, and (iii)\n     Qualified Institutional Buyers.\n\n          (b)  Resales and other transfers of the Notes by or through the\n     Dealer or by other holders thereof shall be made only in accordance\n     with the restrictions in the legends described in clause (e) below.\n\n          (c)  No general solicitation or general advertising shall be used\n     in connection with the offering of the Notes.  Without limiting the\n     generality of the foregoing, without the prior written approval of\n     Dealer, the Issuer shall not issue any press release or place or\n     publish any \"tombstone\" or other advertisement relating to the Notes.\n\n          (d)  No sale of Notes to any one purchaser shall be for less than\n     $250,000 principal or face amount, and no Note shall be issued in a\n     smaller principal or face amount.  If the purchaser is a non-bank\n     fiduciary acting on behalf of others, each person for whom such\n     purchaser is acting must purchase at least $250,000 principal or face\n     amount of Notes.\n\n          (e)  Offers and sales of the Notes by the Issuer through the\n     Dealer acting as agent for the Issuer shall be made in accordance with\n     Rule 506 under the Securities Act, and shall be subject to the\n     restrictions described in the legend appearing on Exhibit A hereto.  A\n     legend substantially to the effect of such Exhibit A shall appear as\n     part of the Private Placement Memorandum used in connection with\n     offers and sales of Notes hereunder, as well as on each Note offered\n     and sold pursuant to this Agreement.\n\n\n                                     206\n\n          (f)  Dealer shall furnish or shall have furnished to each\n     purchaser of Notes being sold to an ultimate purchaser for the first\n     time a copy of the then-current Private Placement Memorandum unless\n     such purchaser has previously received a copy of the Private Placement\n     Memorandum as then in effect.  The Private Placement Memorandum shall\n     expressly state that any person to whom Notes are offered shall have\n     an opportunity to ask questions of, and receive information from, the\n     Issuer and the Dealer and shall provide the names, addresses and\n     telephone numbers of the persons from whom information regarding the\n     Issuer may be obtained.\n\n          (g)  The Issuer agrees, for the benefit of the Dealer and each of\n     the holders and prospective purchasers from time to time of the Notes\n     that, if at any time the Issuer shall not be subject to Section 13 or\n     15(d) of the Exchange Act, the Issuer will furnish, upon request and\n     at its expense, to the Dealer and to holders and prospective\n     purchasers of Notes information required by Rule 144A(d)(4)(i) in\n     compliance with Rule 144A(d).\n\n          (h)  In the event that any Note offered or to be offered by\n     Dealer would be ineligible for resale under Rule 144A, the Issuer\n     shall immediately notify Dealer (by telephone, confirmed in writing)\n     of such fact and shall promptly prepare and deliver to Dealer an\n     amendment or supplement to the Private Placement Memorandum describing\n     the Notes that are ineligible, the reason for such ineligibility and\n     any other relevant information relating thereto.\n\n          (i)  The Issuer represents that it has outstanding issuances of\n     commercial paper in the United States market in reliance upon, and in\n     compliance with, the exemption provided by Section 3(a)(3) of the\n     Securities Act.  In that connection, the Issuer agrees that (a) the\n     proceeds from the sale of the Notes will be segregated from the\n     proceeds of the sale of any such commercial paper by being placed in a\n     separate account; (b) the Issuer will institute appropriate corporate\n     procedures to ensure that the offers and sales of notes issued by the\n     Issuer pursuant to the Section 3(a)(3) exemption are not integrated\n     with offerings and sales of Notes hereunder; and (c) the Issuer will\n     comply with each of the requirements of Section 3(a)(3) of the Act in\n     selling commercial paper or other short-term debt securities other\n     than the Notes in the United States.\n\n     1.7  The Issuer hereby represents and warrants to the Dealer, in\nconnection with offers, sales and resales of Notes, as follows:\n\n          (a)  Issuer hereby confirms to the Dealer that (except as\n     permitted by Section 1.6(i)) within the preceding six months neither\n     the Issuer nor any person other than the Dealer or the other dealers\n     referred to in Section 1.2 hereof acting on behalf of the Issuer has\n     offered or sold any Notes, or any substantially similar security of the\n     Issuer (including, without limitation, medium-term notes issued by the\n     Issuer), to, or solicited offers to buy any such security from, any\n     person other than the Dealer or the other dealers referred to in\n     Section 1.2 hereof.  The Issuer also agrees that, as long as the Notes\n     are being offered for sale by the Dealer and the other dealers referred\n     to in Section 1.2 hereof as contemplated hereby and until at least six\n     months after the offer of Notes hereunder has been terminated, neither\n     the Issuer nor any person other than the Dealer or the other dealers\n\n                                     207\n\n     referred to in Section 1.2 hereof (except as contemplated by Section\n     1.2 hereof) will offer the Notes or any substantially similar security\n     of the Issuer for sale to, or solicit offers to buy any such security\n     from, any person other than the Dealer and the other dealers referred\n     to in Section 1.2 hereof (except to the extent any of the foregoing\n     would not cause the offer and sale of the Notes by the Issuer to be\n     integrated with other offers and sales so as no longer to come within\n     the exemption provided by Section 4(2) of the Securities Act and Rule\n     506 thereunder), it being understood that such agreement is made with a\n     view to bringing the offer and sale of the Notes within the exemption\n     provided by Section 4(2) of the Securities Act and Rule 506 thereunder\n     and shall survive any termination of this Agreement.  The Issuer hereby\n     represents and warrants that it has not taken or omitted to take, and\n     will not take or omit to take, any action that would cause the offering\n     and sale of Notes hereunder to be integrated with any other offering of\n     securities, whether such offering is made by the Issuer or some other\n     party or parties, under circumstances that would cause the offering and\n     sale of the Notes by the Issuer to fail to be exempt under Section 4(2)\n     of the Securities Act.\n\n          (b)  Except as described in Section 1.7(c) below, the Issuer\n     represents and agrees that the proceeds of the sale of the Notes are\n     not currently contemplated to be used for the purpose of buying,\n     carrying or trading securities within the meaning of Regulation T and\n     the interpretations thereunder by the Board of Governors of the\n     Federal Reserve System. Except as described in Section 1.7(c) below,\n     in the event that the Issuer determines to use such proceeds for the\n     purpose of buying, carrying or trading securities, whether in\n     connection with an acquisition of another company or otherwise, the\n     Issuer shall give the Dealer at least five business days' prior\n     written notice to that effect.  The Issuer shall also give the Dealer\n     prompt notice of the actual date that it commences to purchase\n     securities with the proceeds of the Notes.  Thereafter, in the event\n     that the Dealer purchases Notes as principal and does not resell such\n     Notes on the day of such purchase, to the extent necessary to comply\n     with Regulation T and the interpretations thereunder, the Dealer will\n     sell such Notes only to offerees it reasonably believes to be QIBs or\n     to QIBs it reasonably believes are acting for other QIBs, in each case\n     in accordance with Rule 144A.\n\n          (c)  The Dealer acknowledges that proceeds from the sale of Notes\n     prior to the consummation of the merger of IBP, inc. (\"IBP\") into\n     Lasso Acquisition Corporation (\"Lasso\"), a wholly-owned subsidiary of\n     the Issuer, pursuant to an Agreement and Plan of Merger dated as of\n     January 1, 2001 among the Issuer, Lasso and IBP, as amended from time\n     to time (the \"Merger Agreement\") are contemplated to be used, in part,\n     for the purpose of purchasing shares of common stock of IBP pursuant\n     to the terms of the offer to purchase up to 50.1% of the common stock\n     of IBP contemplated by the Merger Agreement.  In the event the Dealer\n     purchases Notes as principal and does not resell such notes on the day\n     of such purchase, to the extent necessary to comply with Regulation T\n     and the interpretations thereunder, the Dealer will sell such Notes\n     only to offerees it reasonably believes to be QIBs or to QIBs it\n     reasonably believes are acting for other QIBs, in each case in\n     accordance with Rule 144A.\n\n\n\n                                     208\n\nSection 2.     Representations and Warranties of Issuer\n\nThe Issuer represents and warrants that:\n\n     2.1  The Issuer is a corporation duly organized, validly existing and\nin good standing under the laws of the jurisdiction of its incorporation\nand has all the requisite power and authority to execute, deliver and\nperform its obligations under the Notes, this Agreement and the Issuing and\nPaying Agency Agreement.\n\n     2.2  This Agreement and the Issuing and Paying Agency Agreement have\nbeen duly authorized, executed and delivered by the Issuer and constitute\nlegal, valid and binding obligations of the Issuer enforceable against the\nIssuer in accordance with their terms subject to applicable bankruptcy,\ninsolvency and similar laws affecting creditors' rights generally, and\nsubject, as to enforceability, to general principles of equity (regardless\nof whether enforcement is sought in a proceeding in equity or at law) and\nlimitations imposed on rights to indemnity and contribution imposed by\napplicable law.\n\n     2.3  The Notes have been duly authorized, and when issued and\ndelivered as provided in the Issuing and Paying Agency Agreement, will be\nduly and validly issued and delivered and will constitute legal, valid and\nbinding obligations of the Issuer enforceable against the Issuer in\naccordance with their terms subject to applicable bankruptcy, insolvency\nand similar laws affecting creditors' rights generally, and subject, as to\nenforceability, to general principles of equity (regardless of whether\nenforcement is sought in a proceeding in equity or at law) and limitations\nimposed on rights to indemnity and contribution imposed by applicable law.\n\n     2.4  Assuming compliance by the Dealer with the procedures applicable\nto it set forth in Section 1 hereof, the offer and sale of Notes in the\nmanner contemplated hereby do not require registration of the Notes under\nthe Securities Act, pursuant to the exemption from registration contained\nin Section 4(2) thereof, and no indenture in respect of the Notes is\nrequired to be qualified under  the Trust Indenture Act of 1939, as\namended.\n\n     2.5  The Notes will rank at least pari passu with all other unsecured\nand unsubordinated indebtedness of the Issuer.\n\n     2.6  Assuming compliance by the Dealer with the procedures applicable\nto it set forth in Section 1 hereof, no consent or action of, or filing or\nregistration with, any governmental or public regulatory body or authority,\nincluding the SEC, is required to authorize, or is otherwise required in\nconnection with the execution, delivery or performance of, this Agreement,\nthe Notes or the Issuing and Paying Agency Agreement, except (i)as may be\nrequired by the securities or Blue Sky laws of the various states in\nconnection with the offer and sale of the Notes, and (ii) for the\nrequirement that the Issuer file with the SEC a notice on Form D in\naccordance with Rule 503 under the Securities Act and such amendments\nthereto as Rule 503 may require.\n\n\n\n                                     209\n\n     2.7  Neither the execution and delivery of this Agreement and the\nIssuing and Paying Agency Agreement, nor the issuance and delivery of the\nNotes in accordance with the Issuing and Paying Agency Agreement, nor the\nfulfillment of or compliance with the terms and provisions hereof or\nthereof by the Issuer, will (i) result in the creation or imposition of any\nmortgage, lien, charge or encumbrance of any nature whatsoever upon any of\nthe properties or assets of the Issuer, or (ii) violate or result in  a\nbreach or an event of default under any of the terms of the Issuer's\ncharter documents or by-laws, any contract or instrument to which the\nIssuer is a party or by which it or its property is bound, or any law or\nregulation, or any order, writ, injunction or decree of any court or\ngovernment instrumentality, to which the Issuer is subject or by which it\nor its property is bound, which breach or event of default could reasonably\nbe expected to have a material adverse effect on the financial condition or\noperations of the Issuer and its subsidiaries taken as a whole or the\nability of the Issuer to perform its obligations under this Agreement, the\nNotes or the Issuing and Paying Agency Agreement.\n\n     2.8  There is no litigation or governmental proceeding pending, or to\nthe knowledge of the Issuer threatened, against or affecting the Issuer or\nany of its subsidiaries which could reasonably be expected to have a\nmaterial adverse change in the financial condition or operations of the\nIssuer and its subsidiaries taken as a whole or the ability of the Issuer\nto perform its obligations under this Agreement, the Notes or the Issuing\nand Paying Agency Agreement.\n\n     2.9  The Issuer is not an \"investment company\" or an entity\n\"controlled\" by an \"investment company\" within the meaning of the\nInvestment Company Act of 1940, as amended.\n\n     2.10 Neither the Private Placement Memorandum nor the Company\nInformation contains any untrue statement of a material fact or omits to\nstate a material fact required to be stated therein or necessary to make\nthe statements therein, in light of the circumstances under which they were\nmade, not misleading, provided, that the Issuer make no representation or\nwarranty as to the Dealer Information.\n\n     2.11 Each (a) issuance of Notes by the Issuer hereunder and (b)\namendment or supplement of the Private Placement Memorandum shall be deemed\na representation and warranty by the Issuer to the Dealer, as of the date\nthereof, that, both before and after giving effect to such issuance and\nafter giving effect to such amendment or supplement, (i) the\nrepresentations and warranties given by the Issuer set forth above in this\nSection 2 remain true and correct on and as of such date as if made on and\nas of such date, (ii) in the case of an issuance of Notes, the Notes being\nissued on such date have been duly and validly issued and constitute legal,\nvalid and binding obligations of the Issuer, enforceable against the Issuer\nin accordance with their terms, subject to applicable bankruptcy,\ninsolvency and similar laws affecting creditors' rights generally and\nsubject, as to enforceability, to general principles of equity (regardless\nof whether enforcement is sought in a proceeding in equity or at law) and\nlimitations on rights to indemnity and contribution imposed by applicable\nlaw, and (iii) in the case of an issuance of Notes, since the date of the\nmost recent Private Placement Memorandum, there has been no material\nadverse change in the financial condition or operations of the Issuer and\nits subsidiaries taken as a whole which has not been disclosed to the\nDealer in writing.\n\n                                     210\n\nSection 3.     Covenants and Agreements of Issuer\n\nThe Issuer covenants and agrees that:\n\n     3.1  The Issuer will give the Dealer prompt notice (but in any event\nprior to any subsequent issuance of Notes hereunder) of any amendment to,\nmodification of, or waiver with respect to, the Notes or the Issuing and\nPaying Agency Agreement, including a complete copy of any such amendment,\nmodification or waiver.\n\n     3.2  The Issuer shall, whenever there shall occur any event that could\nreasonably be expected to have a material adverse effect on the financial\ncondition or results of operations of the Issuer and its subsidiaries taken\nas a whole or the ability of the Issuer to perform its obligations under\nthis Agreement or the Notes, notify the Dealer (by telephone, confirmed in\nwriting) of such event prior to any subsequent issuances of Notes\nhereunder.  The Issuer shall, whenever it receives notice of any\ndowngrading or intended downgrading or any review for potential change in\nthe rating accorded any of the Issuer's securities by any nationally\nrecognized statistical rating organization which has published a rating of\nthe Notes, promptly, and in any event prior to any subsequent issuance of\nNotes hereunder, notify the Dealer (by telephone, confirmed in writing) of\nsuch occurrence.\n\n     3.3  The Issuer shall from time to time upon the request of the Dealer\nfurnish to the Dealer copies of all materials provided by the Issuer to any\nnational securities exchange regarding (i) the Issuer's operations and\nfinancial condition, and (ii) the Issuer's ability to pay the Notes as they\nmature.\n\n     3.4  The Issuer will take all such action as the Dealer may reasonably\nrequest to ensure that each offer and each sale of the Notes will comply\nwith any applicable state Blue Sky laws; provided, that the Issuer shall\nnot be obligated to file any general consent to service of process or to\nqualify as a foreign corporation in any jurisdiction in which it is not so\nqualified or subject itself to taxation in respect of doing business in any\njurisdiction in which it is not otherwise so subject.\n\n     3.5  The Issuer shall not issue Notes hereunder until the Dealer shall\nhave received (a) an opinion of counsel to the Issuer, addressed to the\nDealer, satisfactory in form and substance to the Dealer, (b) a copy of the\nexecuted Issuing and Paying Agency Agreement as then in effect, (c) a copy\nof resolutions adopted by the Board of Directors of the Issuer,\nsatisfactory in form and substance to the Dealer and certified by the\nSecretary or similar officer of the Issuer, authorizing execution and\ndelivery by the Issuer of this Agreement the Issuing and Paying Agency\nAgreement and the Notes and consummation by the Issuer of the transactions\ncontemplated hereby and thereby, (d) prior to the issuance of any Notes\nrepresented by a book-entry note registered in the name of DTC or its\nnominee, a copy of the executed Letter of Representations among the Issuer,\nthe Issuing and Paying Agent and DTC, and (e) such other certificates,\nopinions, letters and documents as the Dealer shall have reasonably\nrequested.\n\n\n                                     211\n\n     3.6  The Issuer shall reimburse the Dealer for all of the Dealer's\nreasonable out-of-pocket expenses related to this Agreement, including\nexpenses incurred in connection with its preparation and negotiation, and\nthe transactions contemplated hereby (including, but not limited to, the\nprinting and distribution of the Private Placement Memorandum), and, if\napplicable, for the reasonable fees and out-of-pocket expenses of the\nDealer's counsel.\n\n     3.7  Without limiting any obligation of the Issuer pursuant to this\nAgreement to provide the Dealer with credit and financial information, the\nIssuer hereby acknowledges and agrees that the Dealer may share the Company\nInformation and any other information or matters relating to the Issuer or\nthe transactions contemplated hereby with affiliates of the Dealer,\nincluding, but not limited to, Bank of America, N.A., and that such\naffiliates may likewise share information relating to the Issuer or such\ntransactions with the Dealer.\n\nSection 4.     Disclosure\n\n     4.1  The Private Placement Memorandum and its contents (other than the\nDealer Information) shall be the sole responsibility of the Issuer.  The\nPrivate Placement Memorandum shall contain a statement expressly offering\nan opportunity for each prospective purchaser to ask questions of, and\nreceive answers from, the Issuer concerning the offering of Notes and to\nobtain relevant additional information which the Issuer possesses or can\nacquire without unreasonable effort or expense.\n\n     4.2  The Issuer agrees promptly to furnish the Dealer the Company\nInformation as it becomes available.\n\n     4.3  (a) The Issuer further agrees to notify the Dealer promptly upon\nthe occurrence of any event relating to or affecting the Issuer that would\ncause the Company Information then in existence to include an untrue\nstatement of material fact or to omit to state a material fact necessary in\norder to make the statements contained therein, in light of the\ncircumstances under which they are made, not misleading.\n\n          (b) In the event that the Issuer gives the Dealer notice pursuant\nto Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes\nit is holding in inventory, the Issuer agrees promptly to supplement or\namend the Private Placement Memorandum so that such Private Placement\nMemorandum, as amended or supplemented, shall not contain an untrue\nstatement of a material fact or omit to state a material fact necessary in\norder to make the statements therein, in light of the circumstances under\nwhich they were made, not misleading, and the Issuer shall make such\nsupplement or amendment available to the Dealer.\n\n          (c) In the event that (i) the Issuer gives the Dealer notice\npursuant to Section 4.3(a) and (ii) the Dealer does not notify the Issuer\nthat it is then holding Notes in inventory and (iii) the Issuer chooses not\nto promptly amend or supplement the Private Placement Memorandum in the\nmanner described in clause (b) above, then all solicitations and sales of\nNotes shall be suspended until such time as the Issuer has so amended or\nsupplemented the Private Placement Memorandum, and made such amendment or\nsupplement available to the Dealer.\n\n\n\n                                     212\n\nSection 5.     Indemnification and Contribution\n\n     5.1  The Issuer will indemnify and hold harmless the Dealer, each\nindividual, corporation, partnership, trust, association or other entity\ncontrolling the Dealer, within the meaning of Section 15 of the Securities\nAct (hereinafter the \"Indemnitees\") against any and all liabilities,\npenalties, suits, causes of action, losses, damages, claims, costs and\nexpenses (including, without limitation, reasonable fees and disbursements\nof counsel) or judgments of whatever kind or nature (each a \"Claim\"),\nimposed upon, incurred by or asserted against the Indemnitees arising out\nof or based upon (i) any allegation that the Private Placement Memorandum,\nthe Company Information or any information provided by the Issuer to the\nDealer included (as of any relevant time of offer and sale of the Notes by\nthe Issuer) or includes an untrue statement of a material fact or omitted\n(as of any relevant time of offer and sale of the Notes by the Issuer) or\nomits to state any material fact necessary to make the statements therein,\nin light of the circumstances under which they were made, not misleading or\n(ii) arising out of or based upon the breach by the Issuer of any\nagreement, covenant or representation made in or pursuant to this\nAgreement; provided, however, that the foregoing indemnity shall not extend\nto any Claims to the extent they arise out of or are based upon (A) the\ngross negligence or willful misconduct of the Dealer in the performance or\nfailure to perform its obligations hereunder, or (B) an untrue statement by\nan Indemnitee of a material fact made in connection with Dealer's sale or\narrangement for sale of Notes or an omission by an Indemnitee of a material\nfact made in connection with Dealer's sale or arrangement for sale of Notes\nnecessary to make any statement, in light of the circumstances in which\nsuch statement was made, not misleading if such statement or omission\nrelates to the Dealer in its capacity as dealer of the Notes or such\nstatement or omission relates to other matters and has not been approved by\nthe Issuer (whether through approval of the Private Placement Memorandum or\notherwise).\n\n     5.2  Provisions relating to claims made for indemnification under this\nSection 5 are set forth on Exhibit B to this Agreement.\n\n     5.3  In order to provide for just and equitable contribution in\ncircumstances in which the indemnification provided for in clause (i) of\nSection 5.1 is held to be unavailable or insufficient to hold harmless the\nIndemnitees, although applicable in accordance with the terms of this\nSection 5, the Issuer shall contribute to the aggregate costs incurred by\nthe Dealer in connection with any Claim in the proportion of the respective\neconomic interests of the Issuer and the Dealer; provided, however, that\nsuch contribution by the Issuer shall be in an amount such that the\naggregate costs incurred by the Dealer do not exceed the aggregate of the\ncommissions and fees earned by the Dealer hereunder with respect to the\nissue or issues of Notes to which such Claim relates.  The respective\neconomic interests shall be calculated by reference to the aggregate\nproceeds to the Issuer of the Notes issued hereunder and the aggregate\ncommissions and fees earned by the Dealer hereunder.\n\n\n                                     213\n\nSection 6.     Definitions\n\n     6.1  \"Claim\" shall have the meaning set forth in Section 5.1.\n\n     6.2  \"Company Information\" at any given time shall mean the Private\nPlacement Memorandum together with, to the extent applicable, (i) the\nIssuer's most recent report on Form 10-K filed with the SEC and each report\non Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent\nForm 10-K, (ii) the Issuer's most recent annual audited financial\nstatements and each interim financial statement or report prepared\nsubsequent thereto, if not included in item (i) above, (iii) the Issuer's\nand its affiliates' other publicly available recent reports, including, but\nnot limited to, any publicly available filings or reports provided to their\nrespective shareholders, (iv) any other information or disclosure prepared\npursuant to Section 4.3 hereof and (v) any information prepared or approved\nby the Issuer for dissemination to investors or potential investors in the\nNotes.\n\n     6.3  \"Dealer\" shall mean Banc of America Securities LLC.\n\n     6.4  \"Dealer Information\" shall mean material concerning the Dealer\nand provided by the Dealer in writing expressly for inclusion in the\nPrivate Placement Memorandum.\n\n     6.5  \"DTC\" shall mean The Depository Trust Company.\n\n     6.6  \"Exchange Act\" shall mean the U.S. Securities Exchange Act of\n1934, as amended.\n\n     6.7  \"Indemnitee\" shall have the meaning set forth in Section 5.1.\n\n     6.8  \"Institutional Accredited Investor\" shall mean an institutional\ninvestor that is an accredited investor within the meaning of Rule 501\nunder the Securities Act and that has such knowledge and experience in\nfinancial and business matters that it is capable of evaluating and bearing\nthe economic risk of an investment in the Notes, including, but not limited\nto, a bank, as defined in Section 3(a)(2) of the Securities Act, or a\nsavings and loan association or other institution, as defined in Section\n3(a)(5)(A) of the Securities Act, whether acting in its individual or\nfiduciary capacity.\n\n     6.9  \"Issuing and Paying Agency Agreement\" shall mean the issuing and\npaying agency agreement described on the cover page of this Agreement, as\nsuch agreement may be amended or supplemented from time to time.\n\n     6.10 \"Issuing and Paying Agent\" shall mean the party designated as\nsuch on the cover page of this Agreement, as issuing and paying agent under\nthe Issuing and Paying Agency Agreement.\n\n     6.11 \"Non-bank fiduciary or agent\" shall mean a fiduciary or agent\nother than (a) a bank, as defined in Section 3(a)(2) of the Securities Act,\nor (b) a savings and loan association, as defined in Section 3(a)(5)(A) of\nthe Securities Act.\n\n\n                                     214\n\n     6.12 \"Private Placement Memorandum\" shall mean offering materials\nprepared in accordance with Section 4 (including materials referred to\ntherein or incorporated by reference therein) provided to purchasers and\nprospective purchasers of the Notes, and shall include amendments and\nsupplements thereto which may be prepared from time to time in accordance\nwith this Agreement (other than any amendment or supplement that has been\ncompletely superseded by a later amendment or supplement).\n\n     6.13 \"Qualified Institutional Buyer\" shall have the meaning assigned\nto that term in Rule 144A under the Securities Act.\n\n     6.14 \"Rule 144A\" shall mean Rule 144A under the Securities Act.\n\n     6.15 \"SEC\" shall mean the U.S. Securities and Exchange Commission.\n\n     6.16 \"Securities Act\" shall mean the U.S. Securities Act of 1933, as\namended.\n\n     6.17 \"Sophisticated Individual Accredited Investor\" shall mean an\nindividual who (a) is an accredited investor within the meaning of\nRegulation D under the Securities Act and (b) based on his or her pre-\nexisting relationship with the Dealer, is reasonably believed by the Dealer\nto be a sophisticated investor (i) possessing such knowledge and experience\n(or represented by a fiduciary or agent possessing such knowledge and\nexperience) in financial and business matters that he or she is capable of\nevaluating and bearing the economic risk of an investment in the Notes  and\n(ii) having a net worth of at least $5 million.\n\n\nSection 7.     General\n\n     7.1  Unless otherwise expressly provided herein, all notices under\nthis Agreement to parties hereto shall be in writing and shall be effective\nwhen received at the address of the respective party set forth in the\nAddendum to this Agreement.\n\n     7.2  This Agreement shall be governed by and construed in accordance\nwith the laws of the State of New York, without regard to its conflict of\nlaws provisions.\n\n     7.3  EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY\nJURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR\nTHE TRANSACTIONS CONTEMPLATED HEREBY.\n\n     7.4  This Agreement may be terminated, at any time, by the Issuer,\nupon one business day's prior notice to such effect to the Dealer, or by\nthe Dealer upon one business day's prior notice to such effect to the\nIssuer.  Any such termination, however, shall not affect the obligations of\nthe Issuer under Sections 3.7, 5 and 7.3 hereof or the respective\nrepresentations, warranties, agreements, covenants, rights or\nresponsibilities of the parties made or arising prior to the termination of\nthis Agreement.\n\n\n\n                                     215\n\n     7.5  This Agreement is not assignable by either party hereto without\nthe written consent of the other party; provided, however, that the Dealer\nmay assign its rights and obligations under this Agreement to any wholly-\nowned direct or indirect subsidiary of the Dealer or of its ultimate\nparent.  This Agreement shall not confer any rights or remedies upon any\nperson other than the parties hereto and their respective permitted\nassigns.\n\n     7.6  This Agreement may be signed in any number of counterparts, each\nof which shall be an original, with the same effect as if the signatures\nthereto and hereto were upon the same instrument.\n\n     7.7  This Agreement constitutes the entire agreement between the\nparties hereto and supercedes any prior understandings, agreements or\nrepresentations by or between the parties hereto, written or oral, to the\nextent they relate to the subject matter hereof.\n\n     7.8  Any payments to the Dealer hereunder, whether pursuant to\nSections 3.6, 5.1 or otherwise, shall be in US dollars and shall be free of\nall withholding, stamp and other similar taxes and of all other\ngovernmental charges of any nature whatsoever.  In the event any\nwithholding is required by law, the Issuer agrees to (i) pay the same and\n(ii) pay such additional amounts to the Dealer which, after deduction of\nany such withholding, stamp or other taxes or governmental charges of any\nnature whatsoever imposed with respect to the payment of such additional\namount, shall equal the amount withheld pursuant to clause (i).\n\n\n\n\n\n                                     216\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the date and year first above written.\n\n\n                                   TYSON FOODS, INC.,\n                                    as Issuer\n\n                                   By:\n                                   Name:\n                                   Title:\n\n\n                                   Banc of America Securities LLC,\n                                   as Dealer\n\n                                   By:\n                                   Name:\n                                   Title:\n\n\n\n\n\n\n                                     217\n\n\n                                 ADDENDUM\n\n\n1.   The other dealers referred to in clause (b) of Section 1.2 of the\nAgreement are:\n\n     Merrill Lynch Money Markets Inc., as Dealer for Notes with maturities\n     up to 270 days\n     Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, as Dealer for\n     Notes with maturities over 270 days up to 365 days\n     J.P. Morgan Securities Inc.\n     Chase Securities Inc.\n     Credit Suisse First Boston Corporation\n     SunTrust Equitable Securities Corp.\n\n2.   The addresses of the respective parties for purposes of notices under\nSection 7.1 are as follows:\n\n     For the Issuer:\n\n          Address:                 2210 West Oakland Drive\n                              Springdale, Arkansas 72762-6999\n\n          Attention:               General Counsel\n          Telephone number:        (501) 290-4000\n          Fax number:              (501) 290-6776\n\n\n     For as  Dealer:\n\n          Address:                 1455 Market Street\n                                   CA5-701-13-03\n                                   San Francisco, California  94103-1399\n\n          Attention:               Robert Porter\n          Telephone number:        (415) 953-7881\n          Fax number:              (415) 622-3429\n\n\n                                     218\n\n                                                             EXHIBIT A\n\n\n                            FORM OF LEGEND FOR\n                  PRIVATE PLACEMENT MEMORANDUM AND NOTES\n\n       THE  NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT\n       OF  1933,  AS  AMENDED (THE \"ACT\"), OR ANY OTHER  APPLICABLE\n       SECURITIES  LAW, AND OFFERS AND SALES THEREOF  MAY  BE  MADE\n       ONLY  IN  COMPLIANCE WITH AN APPLICABLE EXEMPTION  FROM  THE\n       REGISTRATION  REQUIREMENTS OF THE  ACT  AND  ANY  APPLICABLE\n       STATE  SECURITIES LAWS.  BY ITS ACCEPTANCE OF  A  NOTE,  THE\n       PURCHASER  WILL  BE DEEMED TO REPRESENT  THAT  IT  HAS  BEEN\n       AFFORDED  AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING  TO\n       THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE\n       WITH  A  VIEW  TO ANY DISTRIBUTION THEREOF AND  THAT  IT  IS\n       EITHER (A) AN INSTITUTIONAL INVESTOR OR HIGHLY SOPHISTICATED\n       INDIVIDUAL  INVESTOR THAT IS AN ACCREDITED  INVESTOR  WITHIN\n       THE  MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN  THE\n       CASE  OF  AN  INDIVIDUAL, (i) POSSESSES SUCH  KNOWLEDGE  AND\n       EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR  SHE\n       IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN\n       INVESTMENT IN THE NOTES AND (ii) HAS A NET WORTH OF AT LEAST\n       $5   MILLION  (AN  \"INSTITUTIONAL  ACCREDITED  INVESTOR\"  OR\n       \"SOPHISTICATED     INDIVIDUAL     ACCREDITED      INVESTOR\",\n       RESPECTIVELY)  AND THAT EITHER IS PURCHASING NOTES  FOR  ITS\n       OWN  ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION  3(a)(2)\n       OF  THE  ACT)  OR  A SAVINGS AND LOAN ASSOCIATION  OR  OTHER\n       INSTITUTION  (AS DEFINED IN SECTION 3(a)(5)(A) OF  THE  ACT)\n       ACTING  IN  ITS  INDIVIDUAL OR FIDUCIARY CAPACITY  OR  IS  A\n       FIDUCIARY  OR AGENT (OTHER THAN A U.S. BANK OR  SAVINGS  AND\n       LOAN)  PURCHASING  NOTES FOR ONE OR MORE  ACCOUNTS  EACH  OF\n       WHICH  IS  SUCH  AN  INSTITUTIONAL  ACCREDITED  INVESTOR  OR\n       SOPHISTICATED  INDIVIDUAL  ACCREDITED  INVESTOR  (i)   WHICH\n       ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii)  WITH\n       RESPECT   TO   WHICH  SUCH  PURCHASER  HAS  SOLE  INVESTMENT\n       DISCRETION;  OR (B) A QUALIFIED INSTITUTIONAL BUYER  (\"QIB\")\n       WITHIN  THE  MEANING OF RULE 144A UNDER  THE  ACT  WHICH  IS\n       ACQUIRING  NOTES  FOR ITS OWN ACCOUNT OR  FOR  ONE  OR  MORE\n       ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF\n       WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND  THE\n       PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER  MAY\n       RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS  OF\n       SECTION  5  OF  THE  ACT  PROVIDED BY  RULE  144A.   BY  ITS\n       ACCEPTANCE  OF A NOTE, THE PURCHASER THEREOF SHALL  ALSO  BE\n       DEEMED  TO  AGREE THAT ANY RESALE OR OTHER TRANSFER  THEREOF\n       WILL   BE  MADE  ONLY  (A)  IN  A  TRANSACTION  EXEMPT  FROM\n       REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER  OR  TO\n       BANC  OF AMERICA SECURITIES LLC OR ANOTHER PERSON DESIGNATED\n       BY   THE   ISSUER  AS  A  PLACEMENT  AGENT  FOR  THE   NOTES\n       (COLLECTIVELY, THE \"PLACEMENT AGENTS\"), NONE OF WHICH  SHALL\n       HAVE  ANY  OBLIGATION TO ACQUIRE SUCH NOTE,  (2)  THROUGH  A\n       PLACEMENT  AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR  OR\n       SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB  BY  A\n       PLACEMENT AGENT, OR (3) TO A QIB IN A TRANSACTION THAT MEETS\n       THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS  OF\n       $250,000.\n\n                                     219\n\n                                                                  EXHIBIT B\n                        FURTHER PROVISIONS RELATING\n                            TO INDEMNIFICATION\n\n     (a)  The Issuer agrees to reimburse each Indemnitee for all expenses\n(including reasonable fees and disbursements of internal and external\ncounsel) as they are incurred by it in connection with investigating or\ndefending any loss, claim, damage, liability or action in respect of which\nindemnification may be sought under clause (i) of Section 5.1 of the\nAgreement (whether or not it is a party to any such proceedings).\n     (b)  Promptly after receipt by an Indemnitee of notice of the existence\nof a Claim arising under clause (i) of Section 5.1 of the Agreement, such\nIndemnitee will, if a claim in respect thereof is to be made against the\nIssuer, notify the Issuer in writing of the existence thereof; provided\nthat (i) the omission so to notify the Issuer will not relieve it from any\nliability which it may have hereunder unless and except to the extent it\ndid not otherwise learn of such Claim and the issuer is materially\nprejudiced thereby, and (ii) the omission so to notify the Issuer will not\nrelieve it from liability which it may have to an Indemnitee otherwise than\non account of this indemnity agreement.  In case any such Claim is made\nagainst any Indemnitee and it notifies the Issuer of the existence thereof,\nthe Issuer will be entitled to participate therein, and to the extent that\nit may elect by written notice delivered to the Indemnitee, to assume the\ndefense thereof, with counsel reasonably satisfactory to such Indemnitee;\nprovided that if the defendants in any such Claim include both the\nIndemnitee and the Issuer and the Indemnitee shall have concluded that\nthere may be legal defenses available to it which are different from or\nadditional to those available to the Issuer, the Issuer shall not have the\nright to direct the defense of such Claim on behalf of such Indemnitee, and\nthe Indemnitee shall have the right to select separate counsel to assert\nsuch legal defenses on behalf of such Indemnitee.  Upon receipt of notice\nfrom the Issuer to such Indemnitee of the Issuer's election so to assume\nthe defense of such Claim and approval by the Indemnitee of counsel, the\nIssuer will not be liable to such Indemnitee for expenses incurred\nthereafter by the Indemnitee in connection with the defense thereof (other\nthan reasonable costs of investigation) unless (i) the Indemnitee shall\nhave employed separate counsel in connection with the assertion of legal\ndefenses in accordance with the proviso to the next preceding sentence (it\nbeing understood, however, that the Issuer shall not be liable for the\nexpenses of more than one separate counsel (in addition to any local\ncounsel in the jurisdiction in which any Claim is brought), approved by the\nDealer, representing the Indemnitee who is party to such Claim), (ii) the\nIssuer shall not have employed counsel reasonably satisfactory to the\nIndemnitee to represent the Indemnitee within a reasonable time after\nnotice of existence of the Claim or (iii) the Issuer has authorized in\nwriting the employment of counsel for the Indemnitee.  The indemnity,\nreimbursement and contribution obligations of the Issuer hereunder shall be\nin addition to any other liability the Issuer may otherwise have to an\nIndemnitee and shall be binding upon and inure to the benefit of any\nsuccessors, assigns, heirs and personal representatives of the Issuer and\nany Indemnitee.  The Issuer agrees that without the Dealer's prior written\nconsent, it will not settle, compromise or consent to the entry of any\njudgment in any Claim in respect of which indemnification may be sought\nunder the indemnification provision of the Agreement (whether or not the\nDealer or any other Indemnitee is an actual or potential party to such\nClaim), unless such settlement, compromise or consent includes an\nunconditional release of each Indemnitee from all liability arising out of\nsuch Claim.\n                                     220\n\n\n                    MODEL OPINION OF COUNSEL TO ISSUER\n\n\n\n\n                                   [Date]\n\n[Name and Address of Dealer]\n\n\nLadies and Gentlemen:\n\n     We have acted as special counsel to Tyson Foods, Inc., a Delaware\ncorporation (the \"Company\"), in connection with the proposed offering and\nsale by the Company in the United States of commercial paper in the form of\nshort-term promissory notes (the \"Notes\") in the manner contemplated by the\nCommercial Paper Dealer Agreement dated as of January 12, 2001 by and\nbetween the Company and you (the \"Agreement\").  We are delivering this\nletter to you in order to satisfy the condition set forth in Section 3.5 of\nthe Dealer Agreement.  Each term used but not defined in this letter has\nthe meaning ascribed to it in the Dealer Agreement.\n\n     In our capacity as such counsel, we have examined a specimen form of\nNote, an executed copy of the Agreement, and the Issuing and Paying Agency\nAgreement dated January 12, 2001 (the \"Issuing and Paying Agency\nAgreement\") between the Company and The Chase Manhattan Bank, N.A., as\nissuing and paying agent (the \"Issuing and Paying Agent\") as well as\noriginals, or copies certified or otherwise identified to our satisfaction,\nof such other records and documents as we have deemed necessary as a basis\nfor the opinions expressed below.\n\n     For purposes of this opinion, we have, with your permission, assumed\nwithout independent investigation or inquiry that:\n\n          (i)  all signatures of the parties on the Dealer Agreement and\n     the Issuing and Paying Agency Agreement (other than the Company) that\n     we examined are genuine, the agreement submitted to us as originals\n     are authentic, and the agreements submitted to us as copies conform to\n     the original agreements executed by the parties thereto; and\n\n          (ii) the Dealer Agreement and the Issuing and Paying Agency\n     Agreement have been duly and validly authorized, executed, delivered\n     and accepted by all parties thereto (other than the Company) and all\n     parties thereto (other than the Company) have all requisite power and\n     authority to make and enter into the agreements and perform their\n     obligations thereunder pursuant to the laws of all relevant\n     jurisdictions.\n\n     Based upon the foregoing, it is our opinion that:\n\n     1.  The Company is a corporation duly organized, validly existing and\nin good standing under the laws of the state of Delaware and has all the\nrequisite power and authority to execute, deliver and perform its\nobligations under the Notes, the Agreement and the Issuing and Paying\nAgency Agreement.\n\n\n                                     221\n\n\n     2.  Each of the Agreement and the Issuing and Paying Agency Agreement\nhas been duly authorized, executed and delivered by the Company and\nconstitutes a legal, valid and binding obligation of the Company\nenforceable against the Company in accordance with its terms subject to\napplicable bankruptcy, insolvency and similar laws affecting creditors'\nrights generally, and subject, as to enforceability, to general principles\nof equity (regardless of whether enforcement is sought in a proceeding in\nequity or at law), and except as rights under the Agreement to indemnity\nand contribution may be limited by federal or state laws.\n\n     3.  The Notes have been duly authorized, and when issued and delivered\nas provided in the Issuing and Paying Agency Agreement, will be duly and\nvalidly issued and delivered and will constitute legal, valid and binding\nobligations of the Company enforceable against the Company in accordance\nwith their terms, subject to applicable bankruptcy, insolvency and similar\nlaws affecting creditors' rights generally, and subject, as to\nenforceability, to general principles of equity (regardless of whether\nenforcement is sought in a proceeding in equity or at law) and except as\nrights to indemnity and contribution may be limited by federal or state\nlaws.\n\n     4.  The issuance and sale of Notes under the circumstances\ncontemplated by the Agreement and the Issuing and Paying Agency Agreement\ndo not require registration of the Notes under the Securities Act, pursuant\nto the exemption from registration contained in Section 4(2) thereof, and\ndo not require compliance with any provision of the Trust Indenture Act of\n1939, as amended.\n\n     5.  No consent or action of, or filing or registration with, any\ngovernmental or public regulatory body or authority, including the\nSecurities and Exchange Commission, is required to authorize, or is\notherwise required in connection with the execution, delivery or\nperformance of, the Agreement, the Notes, or the Issuing and Paying Agency\nAgreement, except as may be required by the securities or Blue Sky laws of\nthe various states in connection with the offer and sale of the Notes.\n\n     6.  Neither the execution and delivery of the Agreement and the\nIssuing and Paying Agency Agreement, nor the issuance and delivery of the\nNotes in accordance with the Issuing and Paying Agency Agreement, nor the\nfulfillment of or compliance with the terms and provisions of either\nthereof by the Company, will violate or result in an event of default under\nany of the terms of the Company's charter documents or by-laws, any\ncontract or instrument known to us to which the Company is a party or by\nwhich it or its property is bound, or any law or regulation, or any order,\nwrit, injunction or decree of any court or government instrumentality known\nto us, to which the Company is subject or by which it or its property is\nbound.\n\n     7.  Except as disclosed in reports and other information filed by the\nCompany with the Securities and Exchange Commission, to our knowledge there\nis no litigation or governmental proceeding pending or threatened against\nthe Company which in any way may prevent or interfere with or materially\nand adversely affect the Company's executing and delivering the Agreement,\nthe Issuing and Paying Agency Agreement or the Notes, or materially and\nadversely affecting the Company carrying out its obligations thereunder.\n\n\n                                     222\n\n\n     8.  The Company is not an \"investment company\" or an entity\n\"controlled\" by an \"investment company\" within the meaning of the\nInvestment Company Act of 1940, as amended.\n\n     The opinions hereinafter expressed are subject to the following\nqualifications and limitations:\n\n     (a)  The opinions set forth herein are subject to the qualification\nthat we are members of the bar of the State of Arkansas only and we express\nno opinion as to the laws of any jurisdiction other than the United States\nof America, the State of Arkansas and the General Corporate Laws of the\nState of Delaware.  We call your attention to the fact that each of the\nDealer Agreement and the Issuing and Paying Agency Agreement, as well as\nthe Notes issued thereunder, provides that it is to be governed and\nconstrued in accordance with the laws of the State of New York.  For\npurposes of our opinions expressed above, we have assumed, with your\napproval, that the Dealer Agreement, the Issuing and Paying Agency\nAgreement and the Notes would be governed by and construed in accordance\nwith the domestic substantive laws of the State of Arkansas without giving\neffect to any choice or conflict of laws rule or provision that would cause\nthe application of the domestic substantive laws of any other jurisdiction.\n\n     (b)  This opinion is limited to pertinent laws in effect as of the\ndate hereof, and we expressly disclaim any undertaking to advise you of any\nchanges of law or fact that may thereafter come to our attention.\n\n     (c)  Our opinion is limited to the matters stated herein and no\nopinion is to be implied or may be inferred beyond those matters expressly\nstated.\n\n     (d)  This opinion is furnished by us solely for your benefit as a\ndealer of the Notes pursuant to the Dealer Agreement, and it may not be\nrelied upon, quoted from or delivered to any person; provided, however,\nthat The Chase Manhattan Bank, N.A. may rely upon this opinion in its\ncapacity as Issuing and Paying Agent for the Notes, each of Moody's\nInvestors Service, Inc. and Standard &amp; Poor's Ratings Group may rely on\nthis opinion in connection with its issuance of an investment rating for\nthe Notes, and a copy of this opinion may be delivered to any purchaser of\nthe Notes.  The liability of this firm is limited to the fullest extent\npossible under Ark. Code Ann. Section 16-114-303.\n\n     (e)  The phrases \"known to us\" or \"to our knowledge\" as used in this\nletter means the actual knowledge of those attorneys of our firm who have\nrepresented the Company in connection with any offering or placement of\nsecurities or who have principal responsibility for representing the\nCompany, and do not include constructive knowledge or knowledge imputed to\nour firm under common law principles of agency or otherwise.  Except as\nexpressly set forth herein, we have not undertaken any investigation to\ndetermine the existence or absence of any facts and no inference as to our\nknowledge concerning any facts should be drawn from the fact that such\nrepresentation has been undertaken by us.\n\n\n\n                                     223\n\n\n     (f)  For purposes of the factual matters material to the opinions\nexpressed herein, we have, with your consent, relied upon the compliance\nwith the covenants and the correctness of the representations contained in\nthe Dealer Agreement and the Issuing and Paying Agency Agreement.  Without\nlimiting the foregoing, for purposes of the opinions expressed in\nparagraphs 4 and 5 above, we have assumed that the Company will timely file\nwith the Securities and Exchange Commission notice on Form D in accordance\nwith Rule 503 under the Securities Act and such amendments thereto as Rule\n503 may require.\n\n     (g)  Our opinions are rendered as of the date hereof and do not cover\nthe effect of any amendment or supplement to the Dealer Agreement or the\nIssuing and Paying Agency Agreement or the validity or enforceability of\nany amendment or supplement thereto, including without limitation any\nmodifications, extensions, waivers or releases or the effect or\napplicability of federal or state tax laws on or to the transactions\ncontemplated thereby.\n\n     (h)  We have made no examination or investigation to verify the\naccuracy or completeness of any financial, accounting, or statistical\ninformation furnished to you or with respect to any other accounting and\nfinancial matters and express no opinion with respect thereto.\n\n     (i)  We call your attention to the fact that the awarding of\nattorney's fees and expenses is discretionary under Arkansas law.  We\ncannot opine that attorney's fees and expenses will be awarded in any\nparticular amount.\n\n     (j)  Our opinions are subject to, and we express no opinion on, state\nor federal law relating to usury or fraudulent conveyances.\n\n     (k)  The opinions expressed above are (i) given to you solely for your\nbenefit and the benefit of your successors and transferees, (ii) not\nbinding on any court and (iii) may not be quoted in whole or in part or\notherwise referred to in any legal opinion, document, or other report to be\nfurnished to another person or entity without our prior written consent.\n\n                                             Very truly yours,\n\n\n\n\n                                     224\n\n\n                   Model Certificate as to Resolutions1\n                             [Name of Issuer]\n\n\n\n     I, R. Read Hudson, the Secretary of Tyson Foods, Inc., a Delaware\ncorporation (the \"Issuer\"), do hereby certify, in connection with the\nissuance and sale of short-term promissory notes under the Commercial Paper\nDealer Agreement dated January 12, 2001 (the \"Agreement\", the terms defined\ntherein being used herein as therein defined) between the Issuer and Banc\nof America Securities LLC (the \"Dealer\"), that:\n\n     1.  The following resolution was duly adopted by the Board of\nDirectors of the Issuer at a meeting thereof duly called and held on\nJanuary 12, 2001, at which meeting a quorum was present and acting\nthroughout, and such resolution has not been amended, modified or revoked\nand is in full force and effect on the date hereof:\n\n     RESOLVED, that the Chairman of the Board, President,  Chief Executive\nOfficer, any Executive Vice President, any Senior Vice President,\nController or Chief Accounting Officer or Treasurer, either alone or with\njoinder of the Secretary or an Assistant Secretary, of the Corporation (the\n\"Authorized Officers\") be, and each of them hereby is, authorized to: (i)\nborrow under the Commercial Paper Program; (ii) execute such commercial\npaper notes in the name and on behalf of the Corporation; (iii) execute and\ndeliver (A) Commercial Paper Dealer Agreements between the Corporation and\neach of the dealers selected by any Authorized Officer (each a \"Dealer\"),\nproviding, among other things, for the sale of commercial paper notes on\nbehalf of the Corporation and the indemnification of the Dealer in\nconnection therewith and (B) an Issuing and Paying Agency Agreement between\nthe Corporation and J.P. Morgan Chase &amp; Co., or any of its affiliates, as\nissuing and paying agent; (iv) delegate to any other officers or employees\nof the Corporation authority to give instructions to the Dealer pursuant to\nthe applicable Commercial Paper Dealer Agreement; and (v) do such acts and\nexecute such other instruments and documents as may be necessary and proper\nto effect the transactions contemplated hereby including (A) amending\ndocuments referred to herein and (B) appointing additional dealers and\nsuccessors to any of the parties named.\n\n     2.  Each of the Agreement and the Issuing and Paying Agency Agreement,\nas executed and delivered by the Issuer, is substantially in the form\nthereof approved by the Board of Directors and referred to in the\nresolution set forth in paragraph 1 hereof.\n\n     IN WITNESS WHEREOF, I have signed this certificate the 12th day of\nJanuary, 2001\n\n                                   ________________________\n                                   Secretary\n\n_______________________________\n1This model certificate will serve as a guide for resolutions adopted by\nthe Issuer.  Any resolutions actually adopted, regardless of form, should\ncover all the substantive matters covered in this model, and a certificate\nsubstantially to the effect of this model is required to be delivered to\nthe Dealer under Section 3.6(c) of the Agreement.\n\n                                     225\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,9134],"corporate_contracts_industries":[9415,9426],"corporate_contracts_types":[9613,9620],"class_list":["post-42157","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-tyson-foods-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-food__meat","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42157","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42157"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42157"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42157"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42157"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}