TYSON FOODS, INC.
___________________________________
AMENDMENT AGREEMENT
___________________________________
Dated as of November 1, 1994
to
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTS
Dated as of June 30, 1993
15
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 PROVISIONS
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TYSON FOODS, INC.
2210 West Oaklawn Drive
Springdale, Arkansas 72764
AMENDMENT AGREEMENT
As of November 1, 1994
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 (the "Note Agreements"), between
Tyson Foods, Inc., a Delaware corporation (the "Company"), and the
respective institutional investors listed in the Purchaser Schedule
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 Purchaser Schedule (the "Holders") are the holders of all Series A
Notes and Series D Notes. As of the date hereof (the "Amendment Date"), an
aggregate principal amount of $26,000,000 of the Series A Notes and
$30,000,000 of the Series D Notes is outstanding. No Series B Notes or
Series C Notes are outstanding. Capitalized terms used in this Amendment
Agreement (the "Amendment Agreement") without definition have the meanings
specified in the Note Agreements, as amended by this 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 Amendment Agreement shall
become effective upon (a) the execution and delivery of this Amendment
Agreement by the Required Holders, (b) the execution and delivery of an
amendment agreement in substantially the same form by the Required Holders
under the New Note Agreements, 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.
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.
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4. GOVERNING LAW. THIS 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 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
Amendment Agreement to produce or account for more than one such
counterpart.
TYSON FOODS, INC.
By____________________________________
Title:
The foregoing 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:
JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By________________________________________
Title:
ALLSTATE LIFE INSURANCE COMPANY
By_________________________________________
Title:
By_________________________________________
Title:
THE AETNA CASUALTY AND
SURETY COMPANY
By_________________________________________
Title:
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SCHEDULE OF HOLDERS
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
AETNA LIFE INSURANCE COMPANY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
ALLSTATE LIFE INSURANCE COMPANY
THE AETNA CASUALTY AND SURETY COMPANY
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EXHIBIT A
AMENDED PROVISIONS
Paragraph 6A(1) of the Note Agreements is hereby amended to read, in
its entirety, as follows:
"6A(1). Consolidated Net Worth and Current Ratio Requirements.
The Company covenants that it will not permit either (i)
Consolidated Net Worth at any time to be less than $1,000,000,000
or (ii) the ratio of Consolidated Current Assets to Consolidated
Current Liabilities at any time to be less than 1.10 to 1."
* * * * * * *
Paragraph 6A(2) of the Note Agreements is hereby amended to read, in
its entirety, as follows:
"6A(2). Debt to Capitalization. The Company shall not permit
the sum of Consolidated Funded Debt and Current Debt to exceed
the following applicable percentage of Consolidated Total
Capitalization in the fiscal years set forth below:
Fiscal Year Percentage
1993 65%
1994 60%
1995 and thereafter 65%"
* * * * * * *
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 2.75 to
1."
* * * * * * *
Clause (ii) of the first sentence of Paragraph 6B of the Note
Agreements is hereby amended to read, in its entirety, as follows:
"(ii) Consolidated Funded Debt would not exceed 62.5% of
Consolidated Total Capitalization."
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* * * * * * *
Paragraph 9B of the Note Agreements is hereby amended by amending the
definition of Consolidated Net Income such that the following provision
is added to the end thereof:
"provided, however, that solely for purposes of determining
compliance with the provisions of paragraph 6A(3) the special
charge of $213,900,000 taken in the quarter ended July 2, 1994
with respect to the Company's Subsidiary, Arctic Alaska Fisheries
Corporation, shall be eliminated from any determination of
Consolidated Net Income for any Measurement Period."
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