AMENDMENT NO. 2 TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 to the Fourth Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 23, 1997 among TYSON
FOODS, INC. (the "Borrower"), the banks named on the signature pages hereof
(the "Banks") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent for the Banks (the "Agent").
WHEREAS, the Borrower, certain of the Banks, the Co-Agents named
therein and the Agent are party to the Fourth Amended and Restated Credit
Agreement dated as of May 26, 1995 (as heretofore amended, the "Credit
Agreement");
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 31, 2001 to May 31,
2002 and the Banks are willing to extend such maturity date; and
WHEREAS, the Borrower has requested the Banks to agree to certain
other amendments to the provisions of the Credit Agreement, including the
rate of interest payable in respect of the Loans, and the Banks are willing
to agree to the request of the Borrower;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms.
Unless otherwise defined in this Amendment, defined terms used herein
shall have the meanings assigned to such terms in the Credit Agreement.
Section 2. Amendments to Credit Agreement.
(a) The definition of the term "Final Maturity Date" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Final Maturity Date' means May 31, 2002."
(b) A new definition of the term "Net Income" is hereby added to the
defined terms contained in Section 1.01 of the Credit Agreement reading as
follows:
"'Net Income' means, for any period, the
consolidated net income (or loss) of the Borrower and its
consolidated Subsidiaries for such period (taken as a single
accounting period) determined in conformity with GAAP,
excluding (to the extent otherwise included therein) any
gains or losses, together with any related provision for
taxes, realized upon any sale of assets other than in the
ordinary course of business; provided, however, that there
shall be excluded therefrom the net income (or loss) of any
Person accrued prior to the date such Person becomes a
Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries or such
Person's assets are acquired by the Borrower or any of its
Subsidiaries."
48
(c) The definition of the term "Permitted Lien Basket" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Lien Basket' means 10% of the Total
Capitalization."
(d) The definition of the term "Permitted Disposition" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Disposition' means, any disposition
(except as otherwise permitted under Section 7.07) made by
the Borrower or any of its Subsidiaries of any of its assets
if the net income for the most recently completed four
fiscal quarters derived from the assets subject to such
disposition together with the net income for the most
recently completed four fiscal quarters derived from all
other assets sold or otherwise disposed of in the most
recently completed four fiscal quarters does not exceed 10%
of the Borrower's Net Income for the most recently completed
four fiscal quarters."
(e) Section 2.09(a) of the Credit Agreement is hereby amended to read
as follows:
"2.09 Interest.
(a) Subject to Section 2.10, each Committed Loan
shall bear interest, at the option of the Borrower as
follows,
(i) if such Committed Loan is a
Reference Rate Loan, at a rate per annum equal to the
Reference Rate; and
(ii) if such Committed Loan is a
Eurodollar Loan, at a rate per annum equal to the sum
of LIBOR plus the applicable margin set forth below:
Debt Rating Applicable Margin
Level I Status .12%
Level II Status .145%
Level III Status .18%
Level IV Status .21%
Level V Status .26%
Level VI Status .30%."
(f) Section 3.01(a)(i) of the Credit Agreement is hereby amended to
read as follows:
"3.01 Fees.
(a) (i) The Borrower agrees to pay to the
Agent for the account of each Bank a facility fee equal
to the percentage per annum set forth below times such
Bank's Commitment (regardless of utilization):
49
Debt Rating Facility Fee
Level I Status .06%
Level II Status .07%
Level III Status .08%
Level IV Status .11%
Level V Status .125%
Level VI Status .18%"
(g) (i) Clause (ii) of Section 7.01(h) of the Credit Agreement is
hereby amended by deleting the word "and" at the end thereof and the word
"and" is hereby added at the end of clause (iii) thereof.
(ii) A new clause (iv) is hereby added after clause (iii) of
Section 7.01(h) of the Credit Agreement reading as follows:
"(iv) in addition to Liens permitted under clauses
(i) and (ii) above, Liens in connection with capital leases
entered into by the Borrower or any of its Subsidiaries in
connection with sale-leaseback transactions."
(iii) The proviso appearing immediately after new clause (iv) of
Section 7.01(h) of the Credit Agreement is hereby amended to read as
follows:
"provided, however, that the aggregate amount of
Indebtedness secured by all Liens referred to in clauses
(i), (ii), (iii) and (iv) of this paragraph (h) at any time
outstanding, together with the Indebtedness secured by Liens
permitted pursuant to paragraphs (i) and (l) below (and any
extensions, renewals and refinancings of such Indebtedness)
shall not, subject to the second proviso of paragraph (i)
below, at any time exceed the Permitted Lien Basket;"
Section 3. Additional Bank; Changes in Commitments.
(a) Each of the Banks party to the Credit Agreement immediately prior
to the effective date of this Amendment hereby agrees that Banca di Roma -
Chicago Branch (the "Additional Bank"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(b) The Additional Bank by executing a counterpart of this Amendment
agrees to become a Bank party to the Credit Agreement for all purposes
thereof with a Commitment in the amount set forth opposite the name of the
Additional Bank in Schedule 1.01(a) to this Amendment.
(c) Each bank party to the Credit Agreement immediately prior to the
effective date of this Amendment whose name does not appear on the
signature pages hereof (each a "Withdrawing Bank") has consented to this
Amendment and confirmed that it has elected not to continue to be a party
to the Credit Agreement by delivering a letter in the form of Exhibit A (a
"Confirmation of Non-Participation").
50
(d) Each Bank agrees that after giving effect to the addition of the
Additional Bank, the withdrawal of the Withdrawing Banks, the increases in
the Commitments of certain Banks and the decreases in the Commitments of
certain Banks, the Commitment of each Bank will be in the amount set forth
opposite the name of such Bank in Schedule 1.01(a) to this Amendment.
(e) Schedules 1.01(a) and 1.01(b) of the Credit Agreement are hereby
amended in their entirety to read as Schedules 1.01(a) and 1.01(b) to this
Amendment.
Section 4. Representations and Warranties.
The Borrower represents and warrants that:
(a) the execution and delivery of this Amendment (i) have been duly
authorized by all necessary corporation action; and (ii) do not violate any
Requirement of Law nor conflict with or result in the breach of any
Contractual Obligations to which the Borrower is a party; and
(b) after giving effect to this Amendment, (i) the representations
and warranties of the Company contained in Article IV of the Credit
Agreement (except for representations and warranties relating to a
particular point in time) and in each other Loan Document are true and
correct in all material respects as if made on and as of the date of this
Amendment; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) there has occurred since September 30, 1996 no
Material Adverse Effect.
Section 5. Effectiveness.
(a) This Amendment shall become effective as of May 23, 1997 when the
Administrative Agent has received the following:
(i) counterparts of this Amendment executed by the Borrower,
all the Banks and the Agent;
(ii) copies of the resolutions of the Executive Committee of
the Board of Directors of the Borrower approving and authorizing the
execution, delivery and performance by the Borrower of this Amendment,
certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to execute and deliver this Amendment; and
(iv) a Confirmation of Non-Participation from each Withdrawing
Bank.
(b) Upon the effectiveness of this Amendment (i) each reference in
the Credit Agreement to "this Agreement", "hereunder", hereof", "herein",
or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby and (ii) each reference in each other Loan
Document to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.
(c) Except as specifically amended above, the Credit Agreement shall
remain in full force and effect.
51
(d) The execution, delivery, and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of any Bank or the Agent under the Credit Agreement
or any of the other Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
Section 6. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
(b) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
52
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
TYSON FOODS, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:
Title:
BANCA DI ROMA - CHICAGO BRANCH
By:
Title:
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
THE BANK OF YOKOHAMA, LTD.,
NEW YORK BRANCH
By:
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
Title:
00
XXX XXXXX XXXXXXXXX BANK
By:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND"
NEW YORK BRANCH
By:
Title:
By:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By:
Title:
By:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
Title:
00
XXX XXXXXXXXXX XXXX XX XXXXX, XXXXXXX,
XXXXXXX AGENCY
By:
Title:
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By:
Title:
By:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED-NEW YORK BRANCH
By:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
ROYAL BANK OF CANADA
By:
Title:
55
THE SAKURA BANK, LIMITED
By:
Title:
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
SUNTRUST BANK, ATLANTA
By:
Title:
By:
Title:
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
By:
Title:
56
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Bank Commitment Percentage
Bank of America National $128,000,000.00 12.800000000%
Trust and Savings
Association
The Chase Manhattan Bank 63,600,000.00 6.360000000%
Cooperatieve Centrale 63,600,000.00 6.360000000%
Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland"
New York Branch
Nationsbank of Texas, N.A. 63,600,000.00 6.360000000%
Xxxxxx Guaranty Trust 63,600,000.00 6.360000000%
Company of New York
Societe Generale, 63,600,000.00 6.360000000%
Southwest Agency
The Bank of Tokyo- 56,000,000.00 5.600000000%
Mitsubishi, Ltd. Houston
Agency
Royal Bank of Canada 56,000,000.00 5.000000000%
Caisse Nationale de Credit 40,000,000.00 4.000000000%
Agricole
The Dai-Ichi Kangyo Bank, 40,000,000.00 4.000000000%
Ltd.
The First National Bank of 40,000,000.00 4.000000000%
Chicago
The Fuji Bank, Limited, 32,000,000.00 3.200000000%
Houston Agency
The Sanwa Bank, Limited, 28,000,000.00 2.800000000%
Dallas Agency
SunTrust Bank, Atlanta 24,000,000.00 2.400000000%
The Industrial Bank of 22,000,000.00 2.200000000%
Japan, Limited, Atlanta
Agency
Banca di Roma - Chicago 20,000,000.00 2.000000000%
Branch
The Bank of Nova Scotia 20,000,000.00 2.000000000%
The Bank of Yokohoma, Ltd., 20,000,000.00 2.000000000%
New York Branch
Deutsche Bank AG 20,000,000.00 2.000000000%
New York Branch and/or
Cayman Islands Branch
First American National 20,000,000.00 2.000000000%
Bank
Istituto Bancario San Paolo 20,000,000.00 2.000000000%
di Torino SpA
The Long-Term Credit Bank 20,000,000.00 2.000000000%
of Japan, Limited, New York
Branch
The Sakura Bank, Limited 20,000,000.00 2.000000000%
The Sumitomo Bank, Limited 20,000,000.00 2.000000000%
The Tokai Bank, Limited - 20,000,000.00 2.000000000%
New York Branch
The Mitsui Trust and
Banking Company, Limited 16,000,000.00 1.600000000%
TOTAL $1,000,000,000.00 100.00000000%
57
SCHEDULE 1.01(b)
LENDING OFFICES; ADDRESS FOR NOTICES; PAYMENT INSTRUCTIONS
BANCA DI ROMA - CHICAGO BRANCH
Domestic Lending Office Eurodollar Lending Office
BANCA DI ROMA - CHICAGO BRANCH Same
000 Xxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxx Xxxxxx
Payment Instructions
Name of Bank where funds are to be transferred:
First National Bank of Chicago
Chicago, Illinois
ABA No.: 071-0000-13
Name of Account: Banca di Roma - Chicago Branch
Account Number: 15-05866
58
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
BANK OF AMERICA Same
000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
with copy to:
Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Address for Notices
Bank of America National Trust
and Savings Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Managing Director
Payment Instructions
ABA # 000000000
Bank of America Illinois
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Account # 47-0321
Reference: Tyson Foods, Inc.
00
XXX XXXX XX XXXX XXXXXX
Domestic Lending Office Eurodollar Lending Office
THE BANK OF NOVA SCOTIA Same
000 Xxxxxxxxx Xxxxxx X.X.
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxx
Address for Notices
Same as Above
with copy to:
The Bank of Nova Scotia
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
Payment Instructions
Via FED Wire/Corr. Bank: The Bank of Nova Scotia
New York, NY
ABA #: 000000000
In Favor of: Atlanta Agency
A/C #: 0606634
Ref: Tyson Foods, Inc.
60
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE BANK OF TOKYO-MITSUBISHI, LTD., Same
HOUSTON AGENCY
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
Payment Instructions
Pay to The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch
Xxx XXXXX XXX Xx. 0000, BTM Houston CHIPS UID
No. 251015 or, via FED ABA No. 000000000 for
crediting to The Bank of Tokyo-Mitsubishi, Ltd.,
Houston Agency, A/C No. 30001710
00
XXX XXXX XX XXXXXXXX, XXX., XXX XXXX BRANCH
Domestic Lending Office Eurodollar Lending Office
THE BANK OF YOKOHAMA, LTD., Same
NEW YORK BRANCH
Xxx Xxxxx xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan
City/State: New York, NY
ABA#: 000-000-000
In favor of: BoY, Ltd., NY
A/C#: 000-0-00000
Attn: Loan Administration
Re: Xxxxx
00
XXXXXX XXXXXXXXX XX CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
CAISSE NATIONALE DE CREDIT AGRICOLE Same
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
Address for Notices
Same as Above'
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: Xxxxxx Guaranty Trust Company
City/State: New York, New York
ABA #: 000000000
In favor of: CNCA Chicago Branch
A/C #: 63000205
Ref: Tyson Foods
00
XXX XXXXX XXXXXXXXX BANK
Domestic Lending Office Eurodollar Lending Office
THE CHASE MANHATTAN BANK Same
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan Bank
ABA #: 000000000
Attention: Xxxx Xxxxx, Commercial Loan Dept.
Ref: Tyson Foods
64
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
COOPERATIEVE CENTRALE RAIFFEISEN- Same
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND" NEW YORK BRANCH
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxx
Payment Instructions
Via FED Wire/Corr. Bank: Bank of New York
City/State: New York, NY
ABA#: 021 000 018
In favor of : Rabobank Nederland
A/C#: 802 6002 533
Attn: Corporate Services
Ref: Tyson Foods, Inc.
65
THE DAI-ICHI KANGYO BANK, LTD.
Domestic Lending Office Eurodollar Lending Office
THE DAI-ICHI KANGYO BANK, LTD. Same
0 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
Payment Instructions
Dai-Ichi Kangyo Bank, New York
Fedwire ABA No.: 000000000
Attn: Loan Admin. Asst. General Manager
Ref/Name of Account: (Tyson Foods)
Dept. CFD I
A/C No: N/A
66
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
Domestic Lending Office Eurodollar Lending Office
DEUTSCHE BANK AG
NEW YORK BRANCH CAYMAN ISLANDS BRANCH
00 X. 00xx Xxxxxx X/X XXX XXXX XXXXXX
Xxx Xxxx, Xxx Xxxx 00000 Same
Telephone: (000) 000-0000
Facsimile: (000) 000-0000/4139
Attention: Xxxxx Xxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000/4139
Attention: Xxxxx Xxxxxx
Payment Instructions
Deutsch Bank AG
New York Branch
ABA 000000000
Ref: "Tyson principal and/or interest" (as applicable)
or "Tyson fees"
67
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
FIRST AMERICAN NATIONAL BANK Same
0000 Xxxxxx Xxx., Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx X. Xxxxxx
Xx. Vice President
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: First American National Bank
Nashville, TN
ABA# 000000000
In Favor of: Tyson Foods, Inc.
A/C# 0000000000
Remarks: Call Xxxxx Xxxxxx at (000) 000-0000 upon receipt
68
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
THE FIRST NATIONAL BANK OF CHICAGO Same
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxx
Payment Instructions
Via FED Wire/Corr. Bank: The First National Bank of Chicago
Chicago, Il
ABA# 000000000
In Favor Of: Tyson
A/C# 7521-7653
69
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
0000 XxXxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: Texas Commerce Bank, N.A.
City/State: Houston, TX
ABA#: 000000000
A/C#: 0000-000-0000
Attn: Loan Administration
In favor of: The Fuji Bank, Ltd. - Houston Agency
00
XXX XXXXXXXXXX XXXX XX XXXXX, XXXXXXX,
XXXXXXX AGENCY
Domestic Lending Office Eurodollar Lending Office
THE INDUSTRIAL BANK OF JAPAN, Same
LIMITED, ATLANTA AGENCY
One Ninety One Peachtree Tower,
Suite 3600
000 Xxxxxxxxx Xxxxxx X.X.
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx XxXxxx, Officer
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxx
Payment Instructions
The Industrial Bank of Japan, Limited,
New York Branch
ABA Number 000000000
For further credit to:
IBJ Atlanta Agency
A/C Number 2601-21014
Reference: Tyson Foods
00
XXXXXXXX XXXXXXXX XXX XXXXX XX XXXXXX XXX
Domestic Lending Office Eurodollar Lending Office
ISTITUTO BANCARIO SAN PAOLO Same
DI TORINO SPA
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: First Chicago International
of New York, New York
ABA#: 000-000-000
In favor of: San Paolo NY
A/C# 1002209
Attention: Xxxx Xxxxxx
72
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE LONG-TERM CREDIT BANK OF JAPAN, Same
LIMITED, NEW YORK BRANCH
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxx Xxxxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. X. Xxxxxxxx
with copy to:
The Long Term Credit Bank of Japan
Dallas Representative Xxxxxx
0000 Xxxx Xxx., Xxxxx 0000 Xxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Mr. R. Xxxxx Xxxx
Payment Instructions
Pay to: Chase Manhattan Bank, NY
ABA#: 000000000
For Account of: The Long-Term Credit Bank of Japan, Ltd.
New York Branch
Account Number: 000-0-00000
Attention: Xx. Xxxxxx Xxxxxxxx
Reference: Tyson Foods, Inc.
73
THE MITSUI TRUST AND BANKING COMPANY, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE MITSUI TRUST AND BANKING Same
COMPANY, LIMITED
1251 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Administrative Contact
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000/768-3100
Attention: Xx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: Acount with Chase Manhattan Bank
New York, NY
ABA # 000000000
In Favor Of: Mitsui Trust
A/C # 000-0-00000
Remarks: Re: Tyson Foods
74
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK Same
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxxxx Xxxxxxxx, Vice President
Address for Notices
000 Xxxxxxx Xxxxxxxxxx Xxxx
c/o J/X. Xxxxxx Services
P. O. Xxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
Payment Instructions
U.S. Dollars
For Libor and Base Rate loans and all fees
Xxxxxx Guaranty Trust Company of New York
New York, New York
ABA #000000000
For Credit to: Loan Department
A/C #000-00-000
Attention: Module 0002
Reference: Tyson Foods, Inc.
For Base Rate loans principal and interest
Xxxxxx Guaranty Trust Company of New York,
New York, New York
ABA# 000000000
For Credit to: JPMD
A/C: 000-00-000
Attn: LFD
Reference: Tyson Foods, Inc.
75
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
NATIONSBANK OF TEXAS, N.A. Same
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Payment Instructions
Via FED Wire/Corr. Bank: NationsBank of Texas, N.A.
Dallas, Texas
ABA# 000000000
A/C# 129-2000883
Ref.: Tyson Foods, Inc.
00
XXXXX XXXX XX XXXXXX
Domestic Lending Office Eurodollar Lending Office
Financial Square Same
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Loan Administrator
Payment Instructions
Destination Bank: Chase Manhattan Bank, New York
ABA# of: (000000000)
Name of Account: Royal Bank of Canada, New York
Accout#: (920-1-033363)
77
THE SAKURA BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SAKURA BANK, LIMITED Same
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxx
Addresses for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxx
Payment Instructions
Name of Bank where funds are to be transferred:
Xxxxxx Guaranty Trust Company - New York
ABA#: 0000-0000-0
Name of Account: The Sakura Bank, Limited - New York Branch
A/C#: 000-00-000
78
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
THE SANWA BANK, LIMITED, Same
DALLAS AGENCY
0000 Xxxx Xxxxxx
0000 X. Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Payment Instructions
Via FED Wire/Corr. Bank: The Sanwa Bank, Limited,
New York Branch
City/State: New York, NY
ABA# 000000000
In favor of: Sanwa Bank Dallas
Ref.: Tyson Foods, Inc.
79
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
SOCIETE GENERALE,
SOUTHWEST AGENCY
0000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, III
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
Payment Instructions
Vis FED Wire/Corr. Bank: Societe Generale
City/State: New York, NY
ABA#: 000000000
In favor of: Tyson Foods, Inc.
A/C#: 9001611
80
THE SUMITOMO BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SUMITOMO BANK, LIMITED Same
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Payment Instructions
Xxxxxx Guaranty Trust Company of New York
Account Number: 000-00-000 (The Sumitomo Bank, Ltd.)
Routing Transit/ABA No: 000000000
Attention: Loan Operations
81
SUNTRUST BANK, ATLANTA
Domestic Lending Office Eurodollar Lending Office
SUNTRUST BANK, ATLANTA
00 Xxxx Xxxxx Xxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Address for Notices
00 Xxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
Payment Instructions
Bank: Suntrust Bank, Atlanta
ABA#: 000000000
Wire Clearing
G/L Account: 9088000112
Ref: Tyson Foods (indicate fees, principal, interest, etc.)
Attn: Corporate Banking
Xxxxx Xxxx - 230-5356
00
XXX XXXXX XXXX, XXXXXXX -
XXX XXXX BRANCH
Domestic Lending Office Eurodollar Lending Office
THE TOKAI BANK, LIMITED Same
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx
Address for Notices
Same as Above
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxxx
Payment Instructions
Name of Bank: The Tokai Bank, Limited, New York Branch
City, State: New York, NY
FED Wire ABA#: 026-00-4747
For further credit to: A/C of ourselves
Attention: Loan Administration
Reference: Tyson Foods, Inc. Revolving Credit Facility
83
EXHIBIT A
CONFIRMATION OF NON-PARTICIPATION
We refer to the Fourth Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of May 26, 1995 among TYSON FOODS, INC. (the
"Borrower"), the banks party thereto, and Bank of America National Trust
and Savings Association, as Agent (the "Agent"). The Credit Agreement is
being amended by Amendment No. 2 thereto dated as of May 23, 1997 (the
"Amendment").
We confirm that our institution will not participate in the Credit
Agreement upon the effective date of the Amendment. We herewith consent to
the Amendment solely on condition that our existing Commitment under the
Credit Agreement will terminate on May 23, 1997 and that all fees and other
amounts owed to our institution under the Credit Agreement will be paid in
full.
[Name of Withdrawing Bank]
By: __________________________
Title: _______________________
84
