This AMENDMENT NO. 4 and WAIVER, dated as of August 13, 2004
(this " Amendment ") to the Amended and Restated Receivables
Transfer
Agreement dated as of August 16, 2002, as originally dated October
17, 2001
(the " Receivables Transfer Agreement "), by and among
TYSON
RECEIVABLES CORPORATION, a Delaware corporation, as transferor
(in
such capacity, the " Transferor "), TYSON FOODS, INC., a
Delaware
corporation, individually (" Tyson "), as collection agent
(in such capacity, the
" Collection Agent ") and as guarantor under the Limited
Guaranty set forth in
Article IX (in such capacity, the " Guarantor "), the
several commercial paper
conduits parties thereto and their respective permitted successors
and assigns
(the " CP Conduit Purchasers ", each, individually, a "
CP Conduit Purchaser "),
the several financial institutions parties thereto as "
Committed Purchasers " and
their respective permitted successors and assigns (the "
Committed Purchasers ",
each, individually, a " Committed Purchaser "), the agent
bank of each CP Conduit
Purchaser and Committed Purchaser and its permitted successor and
assign (the
" Funding Agent " with respect to such CP Conduit Purchaser
and Committed
Purchaser), and JPMorgan Chase Bank, a New York state banking
corporation
(" JPMorgan "), as administrative agent for the benefit of
the CP Conduit
Purchasers, the Committed Purchasers and the Funding Agents, (in
such
capacity, the " Administrative Agent ").
RECITALS
WHEREAS, the parties hereto have previously entered into the
Receivables Transfer Agreement;
WHEREAS, the parties wish to extend the Facility A Commitment
Expiry Date to August 12, 2005;
WHEREAS, the parties wish to extend the Facility B Commitment
Expiry Date to August 12, 2007;
WHEREAS, the parties to the Receivables Transfer Agreement wish to
amend the Receivables Transfer Agreement pursuant to Section 10.02
of the Receivables Transfer Agreement, subject to the terms and
conditions set forth herein;
NOW THEREFORE, for and in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto consent and
agree as follows:
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AGREEMENTS
SECTION 1. Definitions . Unless otherwise
defined in this Amendment, all defined terms used in this
Amendment, including the Recitals hereto, shall have the meanings
ascribed to such terms in the Receivables Transfer Agreement.
SECTION 2. Extension of the Facility A Commitment Expiry
Date . The Transferor, Tyson, individually, as Collection
Agent and as Guarantor, the Administrative Agent, and each Facility
A CP Conduit Purchaser, Facility A Committed Purchaser and Facility
A Funding Agent hereby agrees to the extension of the Facility A
Commitment Expiry Date with respect to each Committed Purchaser
from the current Facility A Commitment Expiry Date to August 12,
2005.
SECTION 3. Amendment to Section 5. 01(a)(iii) .
Section 5.01(a)(iii) of the Receivables Transfer Agreement is
hereby amended by inserting the words "or treasurer" after the
words "the Transferor's chief financial officer" and before the
words "stating that (x) the financial statements".
SECTION 4. Amendment to Section 5.01(a)(vii) .
Section 5.01(a)(vii) of the Receivables Transfer Agreement is
hereby amended by:
(a) inserting the words "Without limiting the generality of the
reporting requirements contained
in this Section 5.01(a)," before the words
"Promptly after the filing or receiving thereof," at the
beginning of Section 5.01(a)(vii);
(b) replacing the capitalized "P" in the word "Promptly" at the
beginning of Section 5.01(a)(vii)
with the lowercase "p"; and
(c) inserting the words " which has any reasonable likelihood of
having a Material Adverse
Effect" after the words "any reportable event
(as defined in Article IV of ERISA)" and before the
words "which (A) the Transferor,".
SECTION 5. Amendment to Section 5.02(i) .
Section 5.02(i) of the Receivables Transfer Agreement is hereby
amended and restated in its entirety as follows:
"(i) [RESERVED]"
SECTION 6. Amendment to Section 5.02(k) .
Section 5.02(k) of the Receivables Transfer Agreement is hereby
amended by deleting the words "(x) Section 7.13 and 7.14 of the
364-Day Credit Agreement or (y)" after the words "covenants set
forth in" and before the words "Sections 7.13 and 7.14 of the
Five-Year Credit Agreement".
SECTION 7. Amendment to Section 6 .07(c).
Section 6.07(c) of the Receivables Transfer Agreement is hereby
amended by replacing the number "$10,000,000" with the number
"$50,000,000".
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SECTION 8. Amendment to Section 6.07(d) .
Section 6.07(d) of the Receivables Transfer Agreement is hereby
amended by inserting the words "(other than any Inactive
Subsidiaries which are not Sellers)" after the words "to the
Collection Agent or any of its Subsidiaries" and before "; or".
SECTION 9. Amendment to Section 7.01(1)(j)
. Section 7.01(1)(j) of the Receivables Transfer
Agreement is hereby amended by replacing the number "$10,000,000"
with the number "$50,000,000".
SECTION 10. Amendment to Section 7.01(2)(d)
. Section 7.01(2)(d) of the Receivables Transfer
Agreement is hereby amended by inserting the words "(other than an
Inactive Subsidiary)" after the words "or any Subsidiary" and
before the words "of Tyson that is not a Seller" in subclause (i)
therein.
SECTION 11. Amendment to Section 7.01(2) .
Section 7.01(2) is hereby amended by adding clause "(f)" after
clause "(e)" in its entirety as follows:
"(f) any default or breach under Section 7.11 of the Five
Year Credit Agreement
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