EXECUTION COPY
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of July 1, 2001, between AGWAY FINANCIAL
CORPORATION, a Delaware corporation (the "Company"), AGWAY INC., a Delaware
corporation (the "Successor Company") and THE CHASE MANHATTAN BANK, a New York
banking corporation (the "Trustee").
Background
----------
1. The Company and the Trustee (as successor to the prior trustees, Mellon
Bank, FSB and Key Bank of New York) are parties to (i) an indenture dated as of
September 1, 1986 (the "First AFC Indenture"), (ii) an indenture dated as of
August 24, 1987 (the "Second AFC Indenture"), (iii) an indenture dated as of
August 23, 1988 amended by a supplemental indenture dated as of October 14, 1988
(the "Third AFC Indenture") and (iv) an indenture dated as of August 23, 1989
amended by a supplemental indenture dated as of August 24, 1992 (the "Fourth AFC
Indenture") each relating to certain indenture securities issued by the Company
(the First AFC Indenture, the Second AFC Indenture, the Third AFC Indenture and
the Fourth AFC Indenture are collectively referred to as the "AFC Indentures"and
the securities issued thereunder are referred to as the "Certificates").
2. The Company and the Trustee (as successor to the prior trustees, Mellon
Bank, FSB and Key Bank of New York) are also parties to a supplemental indenture
dated as of October 1, 1986 (the "Agway Supplemental Indenture") which amends
(a) an indenture dated as of September 1, 1976 (the "First Agway Indenture"),
(b) an indenture dated as of September 1, 1978 (the "Second Agway Indenture")
and (c) an indenture dated as of September 1, 1985 (the "Third Agway Indenture")
each relating to certain indenture securities initially issued by the Successor
Company but whose obligations were assumed by the Company pursuant to the Agway
Supplemental Indenture (the First Agway Indenture, the Second Agway Indenture
and the Third Agway Indenture are collectively referred to as the "Agway
Indentures" and the securities issued thereunder are also referred to as the
"Certificates").
3. Section 5.01 of the AFC Indentures provides that the Company shall not
consolidate or merge into, or transfer or lease all or substantially all of its
assets to any person unless:
(1) the person is a corporation;
(2) the person assumes by supplemental indenture all the
obligations of the Company under the Certificates and
this AFC Indentures; and
(3) immediately after the transaction no Default exists.
1
4. Section 12.01 of the Agway Indentures provides that nothing contained in
the indenture or in any of the debentures shall prevent any consolidation or
merger of the Company with or into any other corporation or corporations(whether
or not affiliated with the Company), or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties, or
shall prevent any sale or transfer (or successive sales or transfers) of the
property and assets of the Company (or of its successor or successors) as an
entirety or substantially as an entirety, to any other corporation (whether or
not affiliated with the Company) authorized to acquire the same; provided,
however, and the Company hereby covenants and agrees, that upon any such
consolidation, merger, sale or transfer, the due and punctual payment of the
principal of and interest on all of the debentures, according to their tenor,
and the due and punctual payment of the principal of and interest on all of the
terms, covenants and conditions of this indenture to be kept or performed by the
Company, shall be expressly assumed, by indenture supplemental hereto,
satisfactory in form to the Trustee, executed and delivered to the Company shall
have been merged, or by the corporation which shall have acquired such property
and assets. In the event of any such sale or transfer, the predecessor Company
may be dissolved, wound up and liquidated at any time thereafter.
5. The Company and the Successor Company have entered into an agreement
pursuant to which the Company will be merged with and into the Successor
Company, with the Successor Company being the surviving entity.
6. In accordance with Section 5.01 of the AFC Indentures and Section 11.01
of the Agway Indentures, the Successor Company intends by this Supplemental
Indenture to assume all of the obligations of the Company under the Certificates
and the AFC Indentures.
Each party agrees as follows for the benefit of the other party and to the
equal and ratable benefit of the holders of the Certificates:
Section 1. The Successor Company hereby assumes all the obligations of the
Company under the Certificates, the AFC Indentures and the Agway Indentures.
Section 2. The form of Certificate attached to the AFC Indentures as
Exhibit A and the form of Certificate attached to the Agway Supplemental
Indenture as Exhibits A and C are amended to substitute "Agway Inc." for "Agway
Financial Corporation" wherever such words appear therein. Each reference to the
Company in the AFC Indentures and the Certificates shall be deemed to refer to
the Successor Company, as successor by merger to the Company. The term "Company"
under Section 1.01 of the Agway Indentures shall refer hereafter to Agway Inc.
as the successor to Agway Financial Corporation under the Agway Indentures and
to Agway Financial Corporation's successors and assigns.
Section 3. Section 2.14 of the AFC Indentures and Section 4 of the Agway
Supplemental Indenture shall be deleted and the form of Certificates to be
issued after the date hereof will not include the Guarantee of Agway Inc.
2
Section 4. From the date hereof, (i) all indenture securities hereafter
issued, including those issued pursuant to the reinvestment options available
under the Third Agway Indenture and the AFC Indentures, will be issued under
such indenture as amended hereby and will be in the form of Exhibit A attached
to this Supplemental Indenture and (ii) all indenture securities hereafter
issued under the First Agway Indenture and the Second Agway Indenture will be
issued under such indentures as amended hereby and will be in the form of
Exhibit B, attached hereto.
Section 5. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which are made
solely by the Company.
SIGNATURES:
Dated: July 2, 2001 AGWAY INC.
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Xxxxx X. X'Xxxxx
Its: Senior Vice President
Attest:
/s/ Xxxxxxx Xxxxxxxx
---------------------------------
Dated: July 2, 2001 AGWAY FINANCIAL CORPORATION
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Xxxxx X. X'Xxxxx
Its: Senior Vice President
Attest:
/s/ Xxxxxxx Xxxxxxxx
---------------------------------
3
Dated: July 2, 2001 THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Its: Vice President
Attest:
/s/ Xxxxx Xxxxxxxx
---------------------------------
4
EXECUTION COPY
AGWAY INC.
AGWAY FINANCIAL CORPORATION
OFFICER'S CERTIFICATE
The undersigned, Xxxxx X. X'Xxxxx, formerly the Vice President of Agway
Financial Corporation, a Delaware corporation which has been merged into Agway
Inc., a Delaware corporation (the "Company"), and the current Senior Vice
President of the Company, certifies the following at the request of The Chase
Manhattan Bank ("Trustee") pursuant to Section 11.04 of the indentures dated as
of September 1, 1986, August 24, 1987, August 23, 1988, and August 23, 1989, as
amended, between Agway Financial Corporation and the Trustee (the "AFC
Indentures") and pursuant to Section 12.03 of the indentures dated as of
September 1, 1976, dated as of September 1, 1978, and September 1, 1985, as
amended, between Agway Inc. and the Trustee (the "Agway Indentures"):
1. Attached hereto as Exhibits A-1 and A-2 are true and complete copies of
------------ ---
the Certificate of Incorporation and Bylaws of Agway Financial Corporation in
effect prior to the merger with the Company.
2. Attached hereto as Exhibits B-1 and B-2 are true and complete copies of
-------- --- ---
the Certificate of Incorporation and Bylaws of the Company in effect prior to
and following the merger with Agway Financial Corporation together with all
amendments thereto through the date hereof.
3. Attached hereto as Exhibit C is a true and complete copy of the
------- -
resolution duly adopted by the Board of Directors of the Company at a Board
meeting duly called and held and at which quorum was present at all times
authorizing the execution, delivery and performance of the supplemental
indenture dated as of July 1, 2001 (the "Supplemental Indenture"), allowing the
succession of the Company to the obligations of Agway Financial Corporation
under Section 5.01 of each of the AFC Indentures and Section 12.01 of each of
the Agway Indentures.
4. Attached hereto as Exhibit D is the Certificate of Ownership and Merger
------- -
Merging Agway Financial Corporation with and into Agway Inc. dated June 21,
2001.
5. The purpose of the Merger was to implement in part a corporate
restructuring to increase the overall profitability of Agway Inc. and its
subsidiaries.
6. Based upon my review and consideration of all of the documents referred
to herein and such other documents as I have deemed necessary, including (i) the
relevant provisions of the Indentures, and (ii) the opinion of Xxxxxxxxxx Xxxxxx
& Xxxxxxx LLP dated as of July 2, 2001 as it relates to compliance with Section
9.01 of the AFC Indentures and Section 11.01 of the Agway Indentures of the
amendment to the AFC Indentures and the Agway Indentures by the Supplemental
Indenture dated as of July 1, 2001, all conditions precedent to the amendment of
the AFC Indentures and Agway Indentures by the Supplemental Indenture have been
satisfied.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 2nd
day of July, 2001.
AGWAY FINANCIAL CORPORATION
By: /s/ Xxxxx X. X'Xxxxx
---------------------
Xxxxx X. X'Xxxxx
Its: Vice President
AGWAY INC.
By: /s/ Xxxxx X. X'Xxxxx
---------------------
Xxxxx X. X'Xxxxx
Its: Senior Vice President
[SEAL]
2
EXHIBIT A
(Face of Certificate)
No. $
--------------- ---------------
AGWAY INC.
promises to pay to ,
----------------------------------------------
or registered assigns, the principal sum of Dollars ($ ) on
-------------- --------
SERIES
----------
Subordinated Series [If Sold to Agway, Inc. Cooperative Members only
----- -----------------------------------------------
Insert - Member]
------
Money Market Certificates
(Minimum per annum) Due , 19
-- ------------------- --
Interest Payment (and Record) Dates:
January 1 and July 1
Dated: ,
----------- -----
Authenticated:
THE CHASE MANHATTAN BANK AGWAY INC.
as Trustee
By: By:
------------------------- -----------------------------
Authorized Officer Treasurer
Attest:
------------------------------
Assistant Secretary (Seal)
(Back of Certificate)
AGWAY INC.
Subordinated [If applicable insert Member]
----- --------------------
Money Market Certificates
(Minimum per annum) Due
-- ------------------------
1. Interest. Agway Inc. ("Company"), a Delaware corporation, promises to
--------
pay interest on the principal amount of this Certificate at the rate of which is
greater of percent per annum or [if applicable, insert - one-half
---------
percent (1/2%) below] the "Treasury Xxxx Rate" or "Alternate Rate." In addition,
the Company reserves the right to pay such additional amounts of interest as the
Company, in its sole discretion, may determine. The Company will pay interest
semiannually at January 1 and July 1 of each year. Interest on the Certificates
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the first day of the first full month following the
date of issuance of this Certificate. Interest will be computed on the basis of
a 364-day year of 52 weeks.
The "Treasury Xxxx Rate" for each semi-annual interest payment date shall
be the arithmetic average of the weekly per annum auction average discount rates
at issue date for United States Treasury bills with maturity of twenty-six (26)
weeks, during the period June 1 to November 30, inclusive, for the January 1
Interest Payment Date or during the period December 1 to May 31, inclusive, for
the July 1 Interest Payment Date, as published weekly by the Federal Reserve
Board. The Treasury Xxxx Rate will be rounded to the nearest one hundredth of a
percentage point.
If the Federal Reserve Board shall not publish the weekly per annum auction
average discount rate, the Company shall select a publication of such rate by
any Federal Reserve Bank or any U.S. Government department or agency.
In the event that the Company determines in good faith that for any reason
no Treasury Xxxx Rate, as provided above, can be determined for the periods June
1 to November 30, inclusive, or December 1 to May 31, inclusive, the "Alternate
Rate" will be substituted. The "Alternate Rate" for each semi-annual Interest
Payment Date shall be the arithmetic average of the weekly per annum auction
average discount rates, market discount rates or stated interest rates for
comparable issue(s) of securities as is selected by the Company, with the
concurrence of the Trustee, during the period June 1 to November 30, inclusive,
for the January 1 Interest Payment Date or during the period December 1 to May
31, inclusive for the July 1 Interest Payment Date. The Alternate Rate will be
rounded to the nearest one hundredth of a percentage point.
In the event that the Company determines in good faith that for any reason
neither the Treasury Xxxx Rate nor Alternate Rate can be determined for the
periods June 1 to November 30, inclusive, or December 1 to May 31, inclusive,
then the rate of interest shall be percent ( %) per annum.
--------- -----
2. Optional Interest Reinvestment. At the time of application for the
--------------------------------
purchase of the Certificate or at anytime thereafter, the Certificateholder may
make a revocable election to have all semi-annual interest payments added to and
increase the principal amount of the Certificates as of each interest payment
date. The amount of interest due on each January 1 and July 1 will be computed
based upon the principal amount of each Certificate plus any amounts previously
added to the principal amount under this paragraph. The Certificateholder may
revoke this election at any time, such revocation effective on the date when the
revocation is actually received by the Company, and all subsequent payments of
interest shall be paid to the registered Certificateholder.
3. Payment of Principal and Accrued Interest. Holders must surrender
--------------------------------------------
Certificates to a Paying Agent to collect principal payments. Payment will be
made in money of the United States that at the time of payment is legal tender
for payment of public and private debts; however, payment may be made by check
payable in such money mailed to the Certificateholder's registered address.
4. Paying Agent and Registrar.Initially, the Company will act as a Paying
----------------------------
Agent and Registrar. The Company may change any Paying Agent, Registrar, or
co-registrar without notice.
5. Indenture. The Company issued the Certificates under an Indenture dated
---------
as of August 23, 1989 ("Indenture") between the Company and the Trustee. The
terms of the Certificates include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code sub section 77aaa et seq.) as in effect on the date of Indenture. The
-- ---
Certificate is subject to all such terms, and Certificateholders are referred to
the Indenture and the Act for a statement of such terms. This Certificate is one
of the series of unsecured general obligations of the Company designated on the
face hereof limited to dollars ($ ) in aggregate principal amount
--------- --------
(net of accrued interest).
6. Optional Redemption. The Company may redeem all the Certificates at any
-------------------
time or some of them from time to time at the principal face amount, plus
accrued interest to the redemption date. The notice of redemption to the
Certificateholders of the Certificates to be redeemed in whole or in part under
this paragraph shall be given by mailing a notice of such redemption not less
than thirty nor more than ninety days prior to the date fixed for redemption to
their last addresses as they shall appear on the registered books of the
Company.
7. Subordination. The Certificates are subordinated to Senior Debt, which
-------------
is any Debt of the Company except subordinated Debt specified in the Indenture
and Debt that by its terms is not senior in right of payment to the
Certificates. A Debt is any indebtedness for borrowed money or any guarantee of
such indebtedness. To the extent provided in the Indenture, Senior Debt must be
paid before the Certificates may be paid. The Company agrees, and each
Certificateholder by accepting a Certificate agrees, to the subordination and
authorizes the Trustee to give it effect.
8. Denominations, Transfer, Exchange. The Certificates are in registered
-----------------------------------
form without coupons in denominations of $ and any integral multiple
------------
thereof or in amounts acceptable to the Company. [If the Certificate is a
Subordinated Member Money Market Certificate, insert "This Certificate is not
transferable by the registered holder thereof except by will or by operation of
law.][If the Certificate is not a Subordinated Money Market Certificate but its
transferability is limited by the applicable supplemental indenture or Board of
Directors resolution, describe the limitation on transferability.] In the event
of a permissible transfer, such transfer of Certificates may be registered and
Certificates may be exchanged as provided in the Indenture. The Registrar may
require a holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Certificate or portion of a Certificate selected for redemption. Also, it need
not exchange or register the transfer of any Certificates for a period of 15
days before a selection of Certificates to be redeemed.
9. Persons Deemed Owners. The registered holder of a Certificate may be
---------------------
treated as its owner for all purposes.
10. Amendments and Waivers. Subject to certain exceptions, the Indenture or
----------------------
the Certificates may be amended with the consent of the holders of at least
66-2/3% in principal amount of the Certificates, and any existing default may be
waived with the consent of the holders of a majority in principal amount of the
Certificates. Without the consent of any Certificateholder, the Indenture or the
Certificates may be amended to cure any ambiguity, defect or inconsistency, to
provide for assumption of Company obligations to Certificateholders or to make
any change that does not adversely affect the rights of any Certificateholder.
11. Defaults and Remedies. If an Event of Default, as defined in the
-----------------------
Indenture, occurs and is continuing, the Trustee or the holders of at least 25%
in principal amount of the Certificates may declare all the Certificates to be
due and payable immediately. Certificateholders may not enforce the Indenture or
the Certificates except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Certificates. Subject to certain limitations, holders of a majority in principal
amount of the Certificates may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Certificateholders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interest. The Company must
furnish an annual compliance certificate to the Trustee.
12. Trustee Dealings with Company. The Chase Manhattan Bank, the Trustee
------------------------------
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not
Trustee.
13. No Recourse Against Others. A director, officer, employee or
-----------------------------
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Certificates or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Certificateholder by accepting a Certificate waives and releases
all such liability. The waiver and release are part of the consideration for the
issue of the Certificates.
14. Authentication. This Certificate shall not be valid until authenticated
--------------
by the manual signature of the Trustee or an authenticating agent.
15. Abbreviations. Customary abbreviations may be used in the name of a
-------------
Certificateholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to
MInors Act).
THE COMPANY WILL FURNISH TO ANY CERTIFICATEHOLDER UPON WRITTERN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE, AS AMENDED WHICH HAS IN IT THE TEXT OF
THE CERTIFICATE IN LARGER TYPE. REQUESTS MAY BE MADE TO: TREASURER, AGWAY INC.,
[100 WEST TENTH STREET, WILMINGTON, DELAWARE 19801.]
EXHIBIT B
(Face of Certificate)
No. $
--------------- ---------------
AGWAY INC.
promises to pay to ,
----------------------------------------------
or registered assigns, the principal sum of Dollars ($ ) on
------------- ---------
[Insert appropriate description of Debt Securities]
Interest Payment (and Record) Dates:
January 1 and July 1
Dated: ,
----------- -----
Authenticated:
THE CHASE MANHATTAN BANK AGWAY INC.
as Trustee
By: By:
------------------------- -----------------------------
Authorized Officer Vice President
Attest:
-------------------------
Assistant Secretary (Seal)
(Back of Certificate)
AGWAY INC.
[Insert appropriate description of Debt Securities]
1. Interest. Agway Inc. ("Company"), a Delaware corporation promises to pay
--------
interest on the principal amount of this Certificate at the rate of [insert
appropriate rate] per annum. In addition, the Company reserves the right to pay
such additional amounts of interest as the Company, in its sole discretion, may
determine. The Company will pay interest semiannually at January 1 and July 1 of
each year. Interest on the Certificates will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the first
day of the first full month following the date of issuance of this Certificate.
Interest will be computed on the basis of a 364-day year of 52 weeks.
2. Payment of Principal and Accrued Interest. Holders must surrender
--------------------------------------------
Certificates to a Paying Agent to collect principal payments. Payment will be
made in money of the United States that at the time of payment is legal tender
for payment of public and private debts; however, payment may be made by check
payable in such money mailed to the Certificateholder's registered address.
3. Paying Agent and Registrar. Initially, the Company will act as a Paying
---------------------------
Agent and Registrar. The Company may change any Paying Agent, Registrar, or
co-registrar without notice.
4. Indenture. The Company issued the Certificates under an Indenture dated
---------
as of [Insert appropriate date] ("Indenture") as amended by a Supplemental
Indenture dated October 1, 1986 between the Company and the Trustee. The terms
of the Certificates include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
sub section 77aaa et seq.)as in effect on the date of Indenture.The Certificates
are subject to all such terms, and Certificateholders are referred to the
Indenture and the Act for a statement of such terms. The Certificates are
unsecured general obligations of the Company limited to dollars [Insert
---------
Appropriate amount] ($ ) in aggregate principal amount (net of accrued
-------
interest).
5. Optional Redemption. The Company may redeem all the Certificates at any
--------------------
time or some of them from time to time at the principal face amount, plus
accrued interest to the redemption date. The notice of redemption to the
Certificateholders of the Certificates to be redeemed in whole or in part under
this paragraph shall be given by mailing a notice of such redemption not less
than thirty nor more than ninety days prior to the date fixed for redemption to
their last addresses as they shall appear on the registered books of the
Company.
6. Subordination. The Certificates are subordinated to Senior Debt, which
-------------
is any Debt of the Company except subordinated Debt specified in the Indenture
and Debt that by its terms is not senior in right of payment to the
Certificates. A Debt is any indebtedness for borrowed money or any guarantee of
such indebtedness. To the extent provided in the Indenture, Senior Debt must be
paid before the Certificates may be paid. The Company agrees, and each
Certificateholder by accepting a Certificate agrees, to the subordination and
authorizes the Trustee to give it effect.
7. Denominations, Transfer, Exchange. The Certificates are in registered
-----------------------------------
form without coupons in denominations of $ or in such incremental
------------
amounts in excess of $ as the Company shall accept, and multiples
----------
thereof. The transfer of Certificates may be registered and Certificates may be
exchanged as provided in the Indenture. [Insert for Member Certificates only:
The Certificate is not transferable by the registered holder except by will or
by operation of law.] The Registrar may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
exchange or register the transfer of any Certificate or portion of a Certificate
selected for redemption. Also, it need not exchange or register the transfer of
any Certificates for a period of 15 days before a selection of Certificates to
be redeemed.
8. Persons Deemed Owners. The registered holder of a Certificate may be
---------------------
treated as its owner for all purposes.
9. Amendments and Waivers. Subject to certain exceptions, the Indenture or
----------------------
the Certificates may be amended with the consent of the holders of at least
66-2/3% in principal amount of the Certificates, and any existing default may be
waived with the consent of the holders of a majority in principal amount of the
Certificates. Without the consent of any Certificateholder, the Indenture or the
Certificates may be amended to cure any ambiguity, defect or inconsistency, to
provide for assumption of Company obligations to Certificateholders or to make
any change that does not adversely affect the rights of any Certificateholder.
10. Defaults and Remedies. If an Event of Default, as defined in the
-----------------------
Indenture, occurs and is continuing, the Trustee or the holders of at least 25%
in principal amount of the Certificates may declare all the Certificates to be
due and payable immediately. Certificateholders may not enforce the Indenture or
the Certificates except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Certificates. Subject to certain limitations, holders of a majority in principal
amount of the Certificates may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Certificateholders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interest. The Company must
furnish an annual compliance certificate to the Trustee.
11. Trustee Dealings with Company. The Chase Manhattan Bank, the Trustee
------- -------- ---- --------
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not
Trustee.
12. No Recourse Against Others. A director, officer, employee or
-- -------- ------- -------
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Certificates or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Certificateholder by accepting a Certificate waives and releases
all such liability. The waiver and release are part of the consideration for the
issue of the Certificates.
13. Authentication. This Certificate shall not be valid until authenticated
---------------
by the manual signature of the Trustee or an authenticating agent.
14. Abbreviations. Customary abbreviations may be used in the name of a
--------------
Certificateholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to
MInors Act).
THE COMPANY WILL FURNISH TO ANY CERTIFICATEHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE, AS AMENDED WHICH HAS IN IT THE TEXT OF
THE CERTIFICATE IN LARGER TYPE. REQUESTS MAY BE MADE TO: TREASURER, AGWAY INC.,
[100 XXXX XXXXX XXXXXX, XXXXXXXXXX, XXXXXXXX 00000.]
