EXHIBIT 10.2
Amendment No. 2 dated as of
August 6, 2008 (this “ Amendment ”) to the
Receivables Purchase Agreement, by and among the subsidiaries of
Tyson named as Sellers on Schedule I to the Receivables Purchase
Agreement (as defined below) (the “ Sellers ”;
each, individually, a “ Seller ”), TYSON
RECEIVABLES CORPORATION (“ TRC ”), 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 of the Receivables Transfer Agreement (in such
capacity, the “ Guarantor ”), the several
commercial paper conduits party to the Receivables Transfer
Agreement and their respective permitted successors and assigns
(the “ CP Conduit Purchasers ”), the several
financial institutions party to the Receivables Transfer Agreement
as “ Committed Purchasers ” and their respective
permitted successors and assigns (the “ Committed
Purchasers ”), the agent bank for each CP Conduit
Purchaser and Committed Purchaser party to the Receivables Transfer
Agreement and its permitted successors and assigns (the “
Funding Agent ” with respect to such CP Conduit
Purchaser and Committed Purchaser), and JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank), a New York state
banking corporation (“ JPMCB ”), as
administrative agent for the benefit of the CP Conduit Purchasers,
the Committed Purchasers and the Funding Agents (in such capacity,
the “ Administrative Agent ”) in connection with
and under the Amended and Restated Receivables Transfer Agreement
dated as of August 6, 2008, by and among the Transferor, the
Collection Agent, the Guarantor, the CP Conduit Purchasers, the
Committed Purchasers, the Funding Agent and the Administrative
Agent (the “ Receivables Transfer Agreement ”)
and the Receivables Purchase Agreement dated as of October 17,
2001, by and among Tyson, the Sellers and TRC, as purchaser (in
such capacity, the “ Purchaser ”) (as amended
prior to the date hereof, the “ Receivables Purchase
Agreement ”).
WHEREAS, the parties to the
Receivables Purchase Agreement wish to amend the Receivables
Purchase Agreement;
WHEREAS, the parties to the
Receivables Transfer Agreement consent to the amendment of the
Receivables Purchase Agreement;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed by and among the parties
hereto as follows:
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. Amendment to Section
2.01(d) . Section 2.01(d) of the Receivables Purchase Agreement
is hereby amended by adding the following to the end
thereof:
“If any sale by a S
