Amended and Restated Receivables Transfer Agreement

EXHIBIT 10.4

EXECUTION COPY

This AMENDMENT NO. 5, dated as of August 10, 2005 (this “ Amendment” ) to the Amended and Restated Receivables Transfer Agreement dated as of August 16, 2002, as originally dated October 17, 2001, and as amended through and including the date hereof in accordance with its terms (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 thereto (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, NA., 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 from August 12, 2005 to August 9, 2006;

WHEREAS, the parties wish to extend one component of the Facility B Commitment Expiry Date from August 12, 2007 to August 9, 2008;

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. Amendments to Definitions . (a) The definition of Facility A Commitment Expiry Date set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“ Facility A Commitment Expiry Date ” shall initially mean with respect to each Committed Purchaser, August 9, 2006, as extended from time to time with respect to such Committed Purchasers pursuant to Section 2.26 of the Receivables Transfer Agreement.

(b) Clause (a) of the definition of Facility B Commitment Expiry Date set forth in Schedule A to the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

“(a) August 9, 2008;

SECTION 3. Amendments to the Agreement . The address and other related contact information of the Administrative Agent set forth in Section 10.03 of the Receivables Transfer Agreement is hereby amended and restated in its entirety to read as follows:

JPMorgan Chase Bank, N.A.

10 S. Dearborn

Mail Code: IL1-0594

Chicago, IL 60670

Telephone: (312) 732-4342

e-mail: abf.portfolio.management@jpmorgan.com

SECTION 4. Amendment to Schedule and Exhibit . (a) Schedule B of the Receivables Transfer Agreement entitled “Schedule of CP Conduit Purchaser, Committed Purchasers, Funding Agents, CP Conduit Funding Limits and Commitments” is amended and restated in its entirety as set forth in Exhibit A hereto. (b) Exhibit B of the Receivables Transfer Agreement entitled “List of Lockbox Banks and Accounts” is amended and restated in is entirety as set forth in Exhibit B hereto.