TYSON FOODS, INC.
___________________________________
SECOND AMENDMENT AGREEMENT
___________________________________
Dated as of July 29, 1996
to
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTS
Dated as of June 30, 1993
42
TABLE OF CONTENTS
(Not Part of Amendment Agreement)
Page
1. AMENDMENT OF THE NOTE AGREEMENTS..........................1
2. EFFECTIVENESS.............................................1
3. RATIFICATION..............................................2
4. GOVERNING LAW.............................................2
5. COUNTERPARTS..............................................2
SCHEDULE OF HOLDERS
EXHIBIT A -- AMENDED PROVISION
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TYSON FOODS, INC.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
SECOND AMENDMENT AGREEMENT
As of July 29, 1996
To Each of the Holders Listed
in the Attached Schedule of Holders
Gentlemen:
Reference is made to the separate Amended and Restated Note Purchase
Agreements, each dated as of June 30, 1993, as amended by the separate
Amendment Agreements dated as of November 1, 1994 (the "Note Agreements"),
between Tyson Foods, Inc., a Delaware corporation (the "Company"), and the
respective institutional investors listed in the Purchaser Schedule and
Schedule of Holders respectively attached thereto, which amended and
restated the separate Note Purchase Agreements dated as of August 15, 1986,
as amended, pursuant to which the Company has issued 8.90% Notes, Series A,
due October 15, 1996, in the original aggregate principal amount of
$85,000,000 (as amended pursuant to the Amendment Agreement dated as of
September 29, 1989, the "Series A Notes"), 8.75% Notes, Series B, due
October 15, 1991, in the original aggregate principal amount of $10,000,000
(the "Series B Notes"), 8.75% Notes, Series C, due October 15, 1992, in the
original aggregate principal amount of $45,000,000 (the "Series C Notes"),
and 9.50% Notes, Series D, due October 15, 2001, in the original aggregate
principal amount of $35,000,000 (as amended pursuant to the Amendment
Agreement dated as of September 29, 1989, the "Series D Notes"). The
institutional investors named in the attached Schedule of Holders (the
"Holders") are the holders of all Series A Notes and Series D Notes. As of
the date hereof, an aggregate principal amount of $13,000,000 of the Series
A Notes and $25,700,000 of the Series D Notes is outstanding. No Series B
Notes or Series C Notes are outstanding. Capitalized terms used in this
Second Amendment Agreement (the "Second Amendment Agreement") without
definition have the meanings specified in the Note Agreements, as amended
hereby.
The Company agrees with you as follows:
1. Amendment of the Note Agreements. The Company hereby requests
and the Holders hereby agree to the amendment of the Note Agreements, and
the same is hereby amended, as set forth in Exhibit A attached hereto.
2. Effectiveness. The provisions of this Second Amendment Agreement
shall not become effective until completion of (a) the execution and
delivery of this Second Amendment Agreement by the Required Holders, (b)
the execution and delivery of a second amendment agreement in substantially
the same form by the Required Holders under the New Note Agreements, and
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(c) the payment to the Holders of the fees described in the separate
Fee Letter of even date herewith from the Company to the Holders. Upon
completion of the foregoing, this Second Amendment Agreement shall be
considered effective as of June 29, 1996.
3. Ratification. The Note Agreements, amended as hereinabove set
forth, are in all respects ratified and confirmed, and the terms and
conditions thereof, amended as hereinabove set forth, shall be and remain
in full force and effect.
4. GOVERNING LAW. THIS SECOND AMENDMENT AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES
SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
5. Counterparts. This Second Amendment Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original, and it shall not be necessary in making proof of this Second
Amendment Agreement to produce or account for more than one such
counterpart.
TYSON FOODS, INC.
By____________________________________
Title:
The foregoing Second Amendment Agreement
is hereby accepted as of the
date first above written.
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By________________________________________
Title:
AETNA LIFE INSURANCE COMPANY
By________________________________________
Title:
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By________________________________________
Title:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By________________________________________
Title:
ALLSTATE LIFE INSURANCE COMPANY
By_________________________________________
Title:
By_________________________________________
Title:
THE AETNA CASUALTY AND
SURETY COMPANY
By_________________________________________
Title:
46
SCHEDULE OF HOLDERS
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
AETNA LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
ALLSTATE LIFE INSURANCE COMPANY
THE AETNA CASUALTY AND SURETY COMPANY
47
EXHIBIT A
AMENDED PROVISION
Paragraph 6A(3) of the Note Agreements is hereby amended to read, in
its entirety, as follows:
"6A(3). Interest Coverage Ratio. The Company shall not permit,
at any time during any Measurement Period, the ratio of (i) EBIT
plus rental expenses of the Company and its consolidated
Subsidiaries to (ii) Interest Expense plus rental expenses of the
Company and its consolidated Subsidiaries to be less than 1.75 to
1."
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