Amendment No. 1 dated as of August 13, 2004 (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 16, 2002, by and among the
Transferor, the Collection Agent, the Guarantor, the CP Conduit
Purchasers, the Committed Purchasers, the Funding Agent and the
Administrative Agent (as amended, 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 ")(the "
Receivables Purchase Agreement ").
WHEREAS, the
parties to the Receivables Purchase Agreement wish to amend the
Receivables Purchase Agreement;
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WHEREAS, the
parties to the Receivables Transfer Agreement consent to the
amendment of the Receivables Purchase Agreement;
WHEREAS, the
parties to the Receivables Purchase Agreement and the Receivables
Transfer Agreement wish to acknowledge the termination of World
Resources, Inc. as a Seller;
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 5.01(r) . Section
5.01(r) of the Receivables Purchase Agreement is hereby amended and
restated in its entirety as follows:
"(r)
[RESERVED]"
Section 3. Acknowledgment of Termination of World
Resource, Inc . The parties hereto hereby acknowledge
that the rights and obligations of World Resource, Inc., as Seller,
under the Receivables Purchase Agreement were terminated on
December 24, 2003.
Section 4. Acknowledgment of Guarantor . The
Guarantor hereby acknowledges receipt of and notice of, and
consents to the terms of, this Amendment.
Sec
