TYSON FOODS, INC.
___________________________________
AMENDMENT AGREEMENT
___________________________________
Dated as of November 1, 1994
to
AMENDED AND RESTATED NOTE AGREEMENTS
Dated as of June 30, 1993
23
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
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 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 Purchaser Schedule (the
"Holders") are the holders of all Series E Notes, Series F Notes and Series
G Notes. As of the date hereof (the "Amendment Date"), 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 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 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.
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.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By________________________________________
Title:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By________________________________________
Title:
JOHN HANCOCK 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:
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SCHEDULE OF HOLDERS
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
JOHN HANCOCK 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
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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 10B 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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