Exhibit
4.3


 


EXHIBIT B


 


[FORM OF EXCHANGE NOTE]


 


AGRILINK FOODS, INC.


11-7/8% SENIOR SUBORDINATED NOTES DUE 2008


 


	
  No.

  	
  $

  



 


	
   

  	
  [CUSIP][CINS] NO.

  



 


Agrilink
Foods, Inc., a corporation duly organized and existing under the laws of
the State of New York (herein called the “COMPANY”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                                             ,
or registered assigns, the principal sum of                                       
Dollars on November 1, 2008.


 


	
  Interest
  Payment Dates:

  	
  May 1 and November 1,
  commencing

  
	
   

  	
  May 1, 1999

  
	
   

  
	
  Record
  Dates:              April 15
  and October 15

  



 


Pursuant
to the Indenture, the payment of principal of and premium, if any, and interest
and, if applicable, Additional Interest on this Note is unconditionally
guaranteed by Pro-Fac Cooperative, Inc., a cooperative corporation duly
organized and existing under the laws of the State of New York, and its
successors (“PRO-FAC”) and by the Subsidiary Guarantors (as defined in the
Indenture) (together with Pro-Fac, the “GUARANTORS”), and such other Persons as
may from time to time execute and deliver to the Trustee a counterpart of the
Indenture as a Subsidiary Guarantor.


 


Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof and as more fully specified in the Indenture, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


	
  AGRILINK FOODS, INC.

  
	
   

  
	
   

  
	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated: [                      ]

  



 


This
is one of the Notes referred to in the within-mentioned Indenture.


 


	
   

  	
  IBJ SCHRODER BANK & TRUST COMPANY

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: [                    ]

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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FORM OF REVERSE OF NOTE


 


1.
INTEREST. Agrilink Foods, Inc. (the “COMPANY”) promises to pay interest on
the principal amount of this Note at the rate and in the manner specified
below. Cash interest will accrue at 11-7/8% per annum until maturity and will
be payable semi-annually in arrears in cash on May 1 and November 1
of each year commencing May 1, 1999, or if any such day is not a Business
Day on the next succeeding Business Day (each an “INTEREST PAYMENT DATE”).
Interest on this Note will accrue from the most recent date on which interest
has been paid or, if no interest has been paid, from the original date of
issue. To the extent lawful, the Company shall pay interest on overdue
principal, premium, if any, interest and Additional Interest, if any, from time
to time on demand at the rate borne by this Note, compounded semi-annually.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


 


There
shall also be payable in respect of this Note all Additional Interest that may
have accrued on the Note for which this Note was exchanged (as defined in such
Note) pursuant to the Exchange Offer or otherwise pursuant to a Registration of
such Note, such Additional Interest to be payable in accordance with the terms
of such Note.


 


2.
METHOD OF PAYMENT. The Company will pay interest on this Note to the Person who
is the registered Holder of this Note at the close of business on the record
date for the next Interest Payment Date, which record date shall be April 15
and October 15 of each year (each a “RECORD DATE”); notwithstanding the
foregoing, the first Record Date shall be April 15, 1999. Holders must
surrender Notes to a Paying Agent, as defined below, to collect principal
payments on such Notes. Principal of, premium, if any, interest and Additional
Interest, if any, on, the Notes will be payable at the office or agency of the
Company maintained for such purpose within the Borough of Manhattan in the City
and State of New York or, at the option of the Company by wire transfer of
immediately available funds or, in the case of certificated securities only, by
mailing a check to the registered address of the Holder. Until otherwise
designated by the Company, the Company’s office or agency will be the office of
the Trustee maintained for such purpose. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts (“U.S. LEGAL TENDER”).


 


3.
PAYING AGENT AND REGISTRAR. (a) IBJ Schroder Bank & Trust Company
(the “TRUSTEE”) will initially act as the Paying Agent and Registrar. The
Company may appoint additional paying agents or co-registrars, and change the
Paying Agent, any additional paying agent, the Registrar or any co-registrar
without prior notice to any Holder. The Company, any Guarantor or any of their
respective Affiliates may act in any such capacity unless an Event of Default
shall have occurred and be continuing.


 


(b) Pursuant
to the Indenture, the Company has appointed the Trustee as transfer and
exchange agent for the purpose of any transfer or exchange of the Notes.


 


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(c) Holders
shall present Notes to the Trustee, as transfer and exchange agent, for
transfer and exchange.


 


4.
INDENTURE. The Company has issued the Notes under an Indenture, dated as of November 18,
1998 (the “INDENTURE”), among the Company, as issuer of the Notes, the
Guarantors party thereto and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb) as in effect
on the date of the original issuance of the Notes (the “TRUST INDENTURE ACT”).
The Notes are subject to, and qualified by, all such terms, certain of which
are summarized herein, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of such terms (all capitalized terms not defined
herein shall have the meanings assigned to them in the Indenture). The Notes
are unsecured general obligations of the Company limited to $200,000,000 in
aggregate principal amount.


 


5.
REDEMPTION PROVISIONS. (a) The Notes are not subject to any mandatory
sinking fund redemption prior to maturity.


 


(b) The
Notes may not be redeemed prior to November 1, 2003, but will be
redeemable at the option of the Company, in whole or in part, at any time on or
after November 1, 2003, at the following redemption prices (expressed as
percentages of principal amount), together with accrued and unpaid interest if
any, thereon to the redemption date, if redeemed during the twelve-month period
beginning November 1:


 




	
   

  	
   

  	
  OPTIONAL

  	
   

  
	
   

  	
   

  	
  REDEMPTION

  	
   

  
	
  YEAR

  	
   

  	
  PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2003

  	
   

  	
  105.938

  	
  %

  
	
  2004

  	
   

  	
  103.958

  	
  %

  
	
  2005

  	
   

  	
  101.979

  	
  %

  
	
  2006 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


Notwithstanding
the foregoing, at any time prior to November 1, 2001, the Company may
redeem at its option up to 35% of the aggregate principal amount of the Notes
originally issued with the net cash proceeds of one or more Equity Offerings at
a redemption price equal to 111.875% of the principal amount thereof, plus
accrued and unpaid interest and Additional Interest, if any, to the redemption
date; provided that (a) at least $130 million in aggregate principal
amount of the Notes remains outstanding immediately after the occurrence of any
such redemption and (b) such redemption occurs within 60 days of the date
of the closing of any such Equity Offering.


 


(c) If
less than all of the Notes are to be redeemed at any time, selection of the
Notes to be redeemed will be made by the Trustee from among the outstanding
Notes on a pro rata basis, by lot or by any other method permitted in the
Indenture. Notice of redemption will


 


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be mailed at least 30 days
but not more than 60 days before the redemption date to each holder whose Notes
are to be redeemed at the registered address of such holder. On and after the
redemption date, interest will cease to accrue on the Notes or portions thereof
called for redemption.


 


6.
MANDATORY OFFERS. (a) Upon the occurrence of a Change of Control, each
Holder of Notes will have the right to require that the Company repurchase such
Holder’s Notes, in whole or in part in integral multiples of $1,000 in
principal amount, for a cash purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest (including Additional Interest,
if any), if any, to the date of repurchase, as provided in, and subject to the
terms of, the Indenture.


 


(b) The
Company is, subject to certain conditions, obligated to make an offer to
purchase Notes at 100% of their principal amount, plus accrued and unpaid
interest (including Additional Interest, if any), thereon to the date of
repurchase with certain of the Net Available Proceeds of Asset Sales in
accordance with the Indenture.


 


7.
NOTES TO BE REDEEMED OR PURCHASED. The Notes may be redeemed or purchased in
part, but only in multiples of $1,000 principal amount unless all Notes held by
a Holder are to be redeemed or purchased. On or after any date on which Notes
are redeemed or purchased, interest ceases to accrue on the Notes or portions
thereof called for redemption or accepted for purchase on such date.


 


8.
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form, without
coupons, in denominations of $1,000 principal amount of maturity and integral
multiples thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. Holders seeking to transfer or exchange
their Notes may be required, 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 Note or portion of a Note selected for redemption or
tendered pursuant to an Offer. Neither the Trustee nor the Registrar shall be
required (i) to register the transfer of or exchange any Note selected for
redemption, (ii) to register the transfer of or exchange any Note for a
period of 15 days before the mailing of a notice of redemption ending on the
date of such mailing, (iii) to register the transfer or exchange of a Note
between a Record Date and the next succeeding Interest Payment Date.


 


9.
PERSONS DEEMED OWNERS. The registered Holder of a Note shall be treated as the
owner of the Note for all purposes.


 


10.
AMENDMENTS AND WAIVERS. (a) Subject to certain exceptions, the Indenture
and the Notes may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes), and any existing Default


 


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or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes).


 


(b) Notwithstanding
section 10(a) above, the Company, the Guarantors and the Trustee may amend
or supplement the Indenture or the Notes, without the consent of any Holder,
to: cure any ambiguity, defect or inconsistency; provide for uncertificated
Notes in addition to or in place of certificated Notes; provide for the
assumption of the obligations to the Holders of the Company, or the Guarantors,
as the case may be, in the event of any merger or reorganization involving the
Company, or a Guarantor, as the case may be, that is permitted under Article 5
of the Indenture; make any change that would provide any additional rights or
benefits to Holders or does not adversely affect the legal rights under the
Indenture of any Holder; or comply with the requirements of the Securities and
Exchange Commission (“SEC”) in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act.


 


11.
DEFAULTS AND REMEDIES. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of Notes
then outstanding may declare all the Notes to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Notes may
not enforce the Indenture, the Notes or the Note Guarantees except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture, the
Notes or the Note Guarantees unless it has received indemnity satisfactory to
it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of certain continuing Defaults or
Events of Default if it determines that withholding notice is in their
interest.


 


12.
SUBORDINATION. All Obligations owed under and in respect of the Notes are
subordinated in right of payment, to the extent and in the manner provided in Article 10
of the Indenture, to the prior payment in full in cash of all Obligations owed
under and in respect of all existing and future Senior Indebtedness of the
Company and of each Guarantor, and the subordination of the Notes is for the
benefit of all holders of all Senior Indebtedness, whether outstanding on the
Issue Date or incurred thereafter. The Company and each Guarantor agree, and
each Holder by accepting a Note agrees, to the subordination.


 


13.
TRUSTEE DEALINGS WITH COMPANY. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee.


 


14.
NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or
direct or indirect stockholder of the Company or any Guarantor (other than the
Company and any Guarantor), as such, shall have any liability for any
obligation of the Company or such Guarantor under the Indenture or the Notes or
Note Guarantees or for any claim based on, in respect


 


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of, or by reason of, any such
obligation or the creation of any such obligation. Each Holder by accepting a
Note waives and releases such Persons from all such liability, and such waiver
and release is part of the consideration for the issuance of the Notes.


 


15.
DISCHARGE PRIOR TO REDEMPTION OR MATURITY. The Company and the Guarantors may
be discharged from their obligations under the Indenture, the Notes and the
Guarantees except for certain provisions thereof, and may be discharged from
obligations to comply with certain covenants contained in the Indenture, the
Notes and the Note Guarantees, in each case upon satisfaction of certain
conditions specified in the Indenture.


 


16.
RESTRICTIVE COVENANTS. The Indenture contains certain covenants that, among
other things, limit the ability of the Company and its Restricted Subsidiaries
to make restricted payments, to incur indebtedness, to create liens, to sell
assets, to permit restrictions on dividends and other payments by Restricted
Subsidiaries of the Company to the Company, to consolidate, merge or sell all
or substantially all of its assets or to engage in transactions with
affiliates. The limitations are subject to a number of important qualifications
and exceptions. The Company must annually report to the Trustee on compliance
with such limitations.


 


17.
GOVERNING LAW. This Note shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the conflict of laws
provisions thereof.


 


18.
AUTHENTICATION. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.


 


19.
CUSIP/CINS NUMBERS. Pursuant to a recommendation promulgated by the Committee
on Uniform Note Identification Procedures, the Company has caused CUSIP and
CINS numbers, as applicable, to be printed on the Notes and has directed the
Trustee to use CUSIP and CINS numbers, as applicable, in notices of redemption
as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
printed on the Notes.


 


The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture. Request may be made to: Agrilink Foods, Inc., 90
Linden Oaks, P.O. Box 20670, Rochester, New York 14602, Attention: Vice
President—Communications, or by telephone at 716-383-1850.


 


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SCHEDULE OF EXCHANGES OF
CERTIFICATED NOTES*


 


The
following exchanges of a part of this Global Note for Physical Notes have been
made:


 


	
   

  	
   

  	
  Amount of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  Amount of increase

  	
   

  	
  Principal Amount of

  	
   

  	
  Signature of

  	
   

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  in

  	
   

  	
  this Global Note

  	
   

  	
  authorized officer

  	
   

  
	
   

  	
   

  	
  of this Global

  	
   

  	
  Principal Amount of

  	
   

  	
  following such

  	
   

  	
  of Trustee or

  	
   

  
	
  Date of Exchange

  	
   

  	
  Note

  	
   

  	
  this Global Note

  	
   

  	
  decrease (or increase)

  	
   

  	
  Notes Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* This schedule should only
be added if the Note is issued in global form.


 


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ASSIGNMENT FORM


 


I or we assign and transfer
this Note to


 


	
   

  
	
   

  
	
  (Print or type name,
  address and zip code of assignee or transferee)

  
	
   

  



 (Insert Social Security or other identifying
number of assignee or transferee)  and irrevocably appoint                                                      
agent to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as name
  appears on the other side of this Note)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant in a recognized
  Signature Guarantee Medallion Program (or other signature guarantee program reasonably
  acceptable to the Trustee)

  



 


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OPTION OF HOLDER TO ELECT PURCHASE


 


If
you elect to have this Note purchased by the Company pursuant to Section 4.15
of the Indenture, check the box: o


 


If
you elect to have this Note purchased by the Company pursuant to Section 4.16
of the Indenture, check the box: o


 


If
you elect to have only part of the principal amount of this Note purchased by
the Company pursuant to Section 4.15 or 4.16 of the Indenture, state the
portion of such amount (multiples of $1,000 principal amount only): $                                               .


 


	
  Dated:

  	
   

  	
  Your signature:  

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as name
  appears on the other side of this Note)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  



 


(Signature
must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), in accordance with the
Securities Exchange Act of 1934, as amended.)


 


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