TYSON FOODS, INC.
___________________________________
SECOND AMENDMENT AGREEMENT
___________________________________
Dated as of July 29, 1996
to
AMENDED AND RESTATED NOTE AGREEMENTS
Dated as of June 30, 1993
49
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 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 Agreements dated as of September 29, 1989, as
amended, pursuant to which the Company has issued Series E 10.33% Senior
Secured Notes due September 29, 1999 in the original aggregate principal
amount of $135,000,000 (the "Series E Notes"), Series F 10.61% Senior
Secured Notes due September 29, 2001 in the original aggregate principal
amount of $125,000,000 (the "Series F Notes"), and Series G 10.84% Senior
Secured Notes due September 29, 2006 in the original aggregate principal
amount of $50,000,000 (the "Series G Notes"). The institutional investors
named in the attached Schedule of Holders (the "Holders") are the holders
of all Series E Notes, Series F Notes and Series G Notes. As of the date
hereof, an aggregate principal amount of $135,000,000 of Series E Notes,
$125,000,000 of Series F Notes and $50,000,000 of Series G Notes is
outstanding. Capitalized terms used herein without definition have the
meanings specified in the Note Agreements, as amended by this Second
Amendment Agreement.
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 Existing Note Agreements
relating to the Series A Notes and the Series D Notes, and (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.
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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.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By________________________________________
Title:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By________________________________________
Title:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By________________________________________
Title:
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By________________________________________
Title:
THE GREAT-WEST LIFE & ANNUITY INSURANCE CO.
By_________________________________________
Title:
NATIONWIDE LIFE INSURANCE CO.
By_________________________________________
Title:
ALLSTATE LIFE INSURANCE COMPANY
By_________________________________________
Title:
By_________________________________________
Title:
THE CANADA LIFE ASSURANCE COMPANY
By_________________________________________
Title:
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SCHEDULE OF HOLDERS
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
THE GREAT-WEST LIFE & ANNUITY INSURANCE CO.
NATIONWIDE LIFE INSURANCE CO.
ALLSTATE LIFE INSURANCE COMPANY
THE CANADA LIFE ASSURANCE COMPANY
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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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