Contract
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.
Section 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment will be effective on the date (the "Effective Date") when:
(a) executed counterparts of this Amendment and the 2004 Fee Letter, between the Transferor, Tyson and the Administrative Agent (the "2004 Fee Letter"), are delivered by each party hereto to the Administrative Agent;
(b) the Transferor shall have paid to each Committed Purchaser any fee then due and payable to each Committed Purchaser under the 2004 Fee Letter;
(c) the Rating Agencies have provided the Rating Confirmations to the Administrative Agent and the Funding Agents, as may be necessary; and
(d) the Administrative Agent has received such other documents, instruments, certificates and opinions as the Administrative Agent or any Funding Agent shall reasonably request.
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Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 7. Headings. Section headings
in this Amendment are included for convenience of reference only and are not
part of this agreement for any other purpose.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
TYSON FOODS, INC.
By: /s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: SVP Finance & Treasurer
As Purchaser:
TYSON RECEIVABLES CORPORATION,
By: /s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title:
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As Sellers:
THE PORK GROUP, INC.
TYSON FOODS, INC.
TYSON MEXICAN ORIGINAL, INC.
TYSON SALES AND DISTRIBUTION,
INC.
TYSON FRESH MEATS, INC. (formerly
known as IBP, INC.)
By: /s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: SVP Finance & Treasurer
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JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank),
as Administrative Agent
By: /s/ Xxxxxxxxxxx Xxx
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
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DELAWARE FUNDING COMPANY,
LLC, as
CP Conduit Purchaser
By: JPMorgan Chase Bank, as
attorney-in-
fact for Delaware Funding Company, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as
Committed Purchaser for Delaware Funding
Company, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as
Funding Agent for Delaware Funding
Company, LLC
By: /s/ Xxxxxxxxxxx Xxx
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
000
XXXX XXXXXX RECEIVABLES
COMPANY, LLC, as CP Conduit Purchaser
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as
Committed Purchaser for Park Avenue
Receivables Company, LLC
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as
Funding Agent for Park Avenue
Receivables
Company, LLC
By: /s/ Xxxxxxxxxxx Xxx
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
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THREE
PILLARS FUNDING LLC,
as CP Conduit Purchaser
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
SUNTRUST
BANK, as Committed
Purchaser for Three Pillars Funding LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK, as Funding Agent
for
Three Pillars Funding LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
000
XXXXX XXXXXXXXX RECEIVABLES
CORPORATION, as CP Conduit
Purchaser
By: COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
INTERNATIONAL", NEW YORK
BRANCH, as Attorney-in-Fact
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xx
Name: Xxxxxx Xx
Title: Executive Director
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL", NEW
YORK BRANCH, as Committed Purchaser
for Nieuw
Amsterdam Receivables
Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xx
Name: Xxxxxx Xx
Title: Executive Director
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL", NEW
YORK BRANCH, as Funding Agent for
Nieuw Amsterdam
Receivables Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xx
Name: Xxxxxx Xx
Title: Executive Director
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