Exhibit 4.5
[Form of 6.21% Senior Note, Series B, due September 30,2009]
Seaboard Corporation
6.21% Senior Note, Series B, due September 30, 2009
No. RB-[__] [Date]
$[__________] PPN 811543 B*7
For Value Received, the undersigned, Seaboard
Corporation (herein called the "Company"), a corporation
organized and existing under the laws of the State of
Delaware, hereby promises to pay to [_____________________]
or registered assigns, the principal sum of [______________]
Dollars on September 30, 2009 with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance thereof at the rate of 6.21% per annum from
the date hereof, payable semi-annually, on the 30th day of
March and September in each year and at maturity, commencing
with the March or September next succeeding the date hereof,
until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semi-annually
as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 8.21% or (ii) 2% over the rate
of interest publicly announced by Bank of America, N.A. from
time to time in New York, New York as its "base" or "prime"
rate.
Payments of principal of, interest on and any Make-
Whole Amount with respect to this Note are to be made in
lawful money of the United States of America at the
principal office of Bank of America, N.A. in New York, New
York or at such other place as the Company shall have
designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Notes (herein
called the "Notes") issued pursuant to the Note Purchase
Agreement, dated as of September 30, 2002 (as from time to
time amended, supplemented or modified, the "Note Purchase
Agreement"), between the Company and the respective
Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 10.2 of the Note Purchase
Agreement and (ii) to have made the representation set forth
in Section 1.3(b) of the Note Purchase Agreement.
This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the
registered holder hereof or such xxxxxx's attorney duly
authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name
this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the
Company will not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the
terms specified in the Note Purchase Agreement, but not
otherwise.
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this
Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable Make-
Whole Amount) and with the effect provided in the Note
Purchase Agreement.
This Note shall be construed and enforced in accordance
with, and the rights of the issuer and holder hereof shall
be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other
than such State.
Seaboard Corporation
By
Name:
Title:
