AMENDMENT NO. 2 TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 to the First Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 23, 1997 among TYSON
FOODS, INC. (the "Borrower"), the banks named on the signature pages hereof
(the "Banks") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent for the Banks (the "Agent").
WHEREAS, the Borrower, certain of the Banks, the Co-Agents named
therein and the Agent are party to the First Amended and Restated Credit
Agreement dated as of May 26, 1995 (as heretofore amended, the "Credit
Agreement");
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 23, 1997 to May 22,
1998 and the Banks are willing to extend such maturity date; and
WHEREAS, the Borrower has requested the Banks to agree to certain
other amendments to the provisions of the Credit Agreement, including the
rate of interest payable in respect of the Loans, and the Banks are willing
to agree to the request of the Borrower;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms.
Unless otherwise defined in this Amendment, defined terms used herein
shall have the meanings assigned to such terms in the Credit Agreement.
Section 2. Amendments to Credit Agreement.
(a) The definition of the term "Final Maturity Date" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Final Maturity Date' means May 22, 1998."
(b) A new definition of the term "Net Income" is hereby added to the
defined terms contained in Section 1.01 of the Credit Agreement reading as
follows:
"'Net Income' means, for any period, the
consolidated net income (or loss) of the Borrower and its
consolidated Subsidiaries for such period (taken as a single
accounting period) determined in conformity with GAAP,
excluding (to the extent otherwise included therein) any
gains or losses, together with any related provision for
taxes, realized upon any sale of assets other than in the
ordinary course of business; provided, however, that there
shall be excluded therefrom the net income (or loss) of any
Person accrued prior to the date such Person becomes a
Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries or such
Person's assets are acquired by the Borrower or any of its
Subsidiaries."
16
(c) The definition of the term "Permitted Lien Basket" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Lien Basket' means 10% of the Total
Capitalization."
(d) The definition of the term "Permitted Disposition" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Disposition' means, any disposition
(except as otherwise permitted under Section 7.07) made by
the Borrower or any of its Subsidiaries of any of its assets
if the net income for the most recently completed four
fiscal quarters derived from the assets subject to such
disposition together with the net income for the most
recently completed four fiscal quarters derived from all
other assets sold or otherwise disposed of in the most
recently completed four fiscal quarters does not exceed 10%
of the Borrower's Net Income for the most recently completed
four fiscal quarters."
(e) Section 2.09(a) of the Credit Agreement is hereby amended to read
as follows:
"2.09 Interest.
(a) Subject to Section 2.10, each Committed Loan
shall bear interest, at the option of the Borrower as
follows,
(i) if such Committed Loan is a
Reference Rate Loan, at a rate per annum equal to the
Reference Rate; and
(ii) if such Committed Loan is a
Eurodollar Loan, at a rate per annum equal to the sum
of LIBOR plus .165%."
(f) Section 3.01(a)(i) of the Credit Agreement is hereby amended to
read as follows:
"3.01 Fees.
(a) (i) The Borrower agrees to pay to the
Agent for the account of each Bank a facility fee at a
rate per annum equal to .05% times such Bank's
Commitment (regardless of utilization)."
(g) (i) Clause (ii) of Section 7.01(h) of the Credit Agreement is
hereby amended by deleting the word "and" at the end thereof and the word
"and" is hereby added at the end of clause (iii) thereof.
(ii) A new clause (iv) is hereby added after clause (iii) of
Section 7.01(h) of the Credit Agreement reading as follows:
17
"(iv) in addition to Liens permitted under clauses
(i) and (ii) above, Liens in connection with capital leases
entered into by the Borrower or any of its Subsidiaries in
connection with sale-leaseback transactions."
(iii) The proviso appearing immediately after new clause (iv) of
Section 7.01(h) of the Credit Agreement is hereby amended to read as
follows:
"provided, however, that the aggregate amount of
Indebtedness secured by all Liens referred to in clauses
(i), (ii), (iii) and (iv) of this paragraph (h) at any time
outstanding, together with the Indebtedness secured by Liens
permitted pursuant to paragraphs (i) and (l) below (and any
extensions, renewals and refinancings of such Indebtedness)
shall not, subject to the second proviso of paragraph (i)
below, at any time exceed the Permitted Lien Basket;"
Section 3. Reduction of Commitments; Additional Banks; Changes in
Commitments.
(a) The Borrower has notified the Agent that the Aggregate
Commitments will be reduced as of the effective date of this Amendment from
$500,000,000 to $250,000,000.
(b) Each of the Banks party to the Credit Agreement immediately prior
to the effective date of this Amendment hereby agrees that Banca di Roma -
Chicago Branch (the "Additional Bank"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(c) The Additional Bank by executing a counterpart of this Amendment
agrees to become a Bank party to the Credit Agreement for all purposes
thereof with a Commitment in the amount set forth opposite the name of the
Additional Bank in Schedule 1.01(a) to this Amendment.
(d) Each bank party to the Credit Agreement immediately prior to the
effective date of this Amendment whose name does not appear on the
signature pages hereof (each a "Withdrawing Bank") has consented to this
Amendment and confirmed that it has elected not to continue to be a party
to the Credit Agreement by delivering a letter in the form of Exhibit A (a
"Confirmation of Non-Participation").
(e) Each Bank agrees that after giving effect to the reduction of the
Aggregate Commitments, the addition of the Additional Bank, the withdrawal
of the Withdrawing Banks, and the adjustments in the Commitments of the
Banks, the Commitment of each Bank will be in the amount set forth opposite
the name of such Bank in Schedule 1.01(a) to this Amendment.
(f) Schedules 1.01(a) and 1.01(b) of the Credit Agreement are hereby
amended in their entirety to read as Schedules 1.01(a) and 1.01(b) to this
Amendment.
18
Section 4. Representations and Warranties.
The Borrower represents and warrants that:
(a) the execution and delivery of this Amendment (i) have been duly
authorized by all necessary corporation action; and (ii) do not violate any
Requirement of Law nor conflict with or result in the breach of any
Contractual Obligations to which the Borrower is a party; and
(b) after giving effect to this Amendment, (i) the representations
and warranties of the Company contained in Article IV of the Credit
Agreement (except for representations and warranties relating to a
particular point in time) and in each other Loan Document are true and
correct in all material respects as if made on and as of the date of this
Amendment; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) there has occurred since September 30, 1996 no
Material Adverse Effect.
Section 5. Effectiveness.
(a) This Amendment shall become effective as of May 23, 1997 when the
Administrative Agent has received the following:
(i) counterparts of this Amendment executed by the Borrower,
all the Banks and the Agent;
(ii) copies of the resolutions of the Executive Committee of
the Board of Directors of the Borrower approving and authorizing the
execution, delivery and performance by the Borrower of this Amendment,
certified by the Secretary or an Assistant Secretary of the Borrower;
(iii) a certificate of the Secretary or Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to execute and deliver this Amendment; and
(iv) a Confirmation of Non-Participation from each Withdrawing
Bank.
(b) Upon the effectiveness of this Amendment (i) each reference in
the Credit Agreement to "this Agreement", "hereunder", hereof", "herein",
or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby and (ii) each reference in each other Loan
Document to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.
(c) Except as specifically amended above, the Credit Agreement shall
remain in full force and effect.
(d) The execution, delivery, and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of any Bank or the Agent under the Credit Agreement
or any of the other Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
19
Section 6. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
(b) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
TYSON FOODS, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:
Title:
BANCA DI ROMA - CHICAGO BRANCH
By:
Title:
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
By:
Title:
THE BANK OF YOKOHAMA, LTD.,
NEW YORK BRANCH
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
20
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
Title:
THE CHASE MANHATTAN BANK
By:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND"
NEW YORK BRANCH
By:
Title:
By:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By:
Title:
By:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
Title:
21
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By:
Title:
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By:
Title:
By:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED
By:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
ROYAL BANK OF CANADA
By:
Title:
THE SAKURA BANK, LIMITED
By:
Title:
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By:
Title:
22
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
SUNTRUST BANK, ATLANTA
By:
Title:
By:
Title:
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
By:
Title:
23
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Bank Commitment Percentage
Bank of America National $ 32,000,000.00 12.800000000%
Trust and Savings
Association
The Chase Manhattan Bank 15,900,000.00 6.360000000%
Cooperatieve Centrale 15,900,000.00 6.360000000%
Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland"
New York Branch
Morgan Guaranty Trust 15,900,000.00 6.360000000%
Company of New York
Nationsbank of Texas, N.A. 15,900,000.00 6.360000000%
Societe Generale, 15,900,000.00 6.360000000%
Southwest Agency
The Bank of Tokyo- 14,000,000.00 5.600000000%
Mitsubishi, Ltd. Houston
Agency
Royal Bank of Canada 14,000,000.00 5.600000000%
Caisse Nationale de Credit 10,000,000.00 4.000000000%
Agricole
The Dai-Ichi Kangyo Bank, 10,000,000.00 4.000000000%
Ltd.
The First National Bank of 10,000,000.00 4.000000000%
Chicago
The Fuji Bank, Limited, 8,000,000.00 3.200000000%
Houston Agency
The Sanwa Bank, Limited, 7,000,000.00 2.800000000%
Dallas Agency
SunTrust Bank, Atlanta 6,000,000.00 2.400000000%
The Industrial Bank of 5,500,000.00 2.200000000%
Japan, Limited, Atlanta
Agency
Banca di Roma - Chicago 5,000,000.00 2.000000000%
Branch
The Bank of Nova Scotia 5,000,000.00 2.000000000%
The Bank of Yokohoma, Ltd., 5,000,000.00 2.000000000%
New York Branch
Deutsche Bank AG 5,000,000.00 2.000000000%
New York Branch and/or
Cayman Islands Branch
First American National 5,000,000.00 2.000000000%
Bank
Istituto Bancario San Paolo 5,000,000.00 2.000000000%
di Torino SpA
The Long-Term Credit Bank 5,000,000.00 2.000000000%
of Japan, Limited, New York
Branch
The Sakura Bank, Limited 5,000,000.00 2.000000000%
The Sumitomo Bank, Limited 5,000,000.00 2.000000000%
The Tokai Bank, Limited - 5,000,000.00 2.000000000%
New York Branch
The Mitsui Trust and
Banking Company, Limited 4,000,000.00 1.600000000%
TOTAL $250,000,000.00 100.00000000%
24
SCHEDULE 1.01(b)
LENDING OFFICES; ADDRESS FOR NOTICES; PAYMENT INSTRUCTIONS
BANCA DI ROMA - CHICAGO BRANCH
Domestic Lending Office Eurodollar Lending Office
BANCA DI ROMA - CHICAGO BRANCH Same
225 West Washington, Suite 1200
Chicago, IL 60606
Telephone: (312) 704-2630
Facsimile: (312) 726-3058
Attention: Ms. Aurora Pensa
Address for Notices
Same as Above
Telephone: (312) 704-2603
Facsimile: (312) 726-3058
Attention: Ms. Enza Geraci
Payment Instructions
Name of Bank where funds are to be transferred:
First National Bank of Chicago
Chicago, Illinois
ABA No.: 071-0000-13
Name of Account: Banca di Roma - Chicago Branch
Account Number: 15-05866
25
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
BANK OF AMERICA Same
231 S. LaSalle Street
Chicago, IL 60697
Telephone: (312) 828-6574
Facsimile: (312) 974-9626
Attention: Tony Bradley
with copy to:
Pamela K. Rodgers
Telephone: (713) 651-4880
Facsimile: (713) 651-4841
Address for Notices
Bank of America National Trust
and Savings Association
333 Clay Street, Suite 4550
Houston, TX 77002
Telephone: (713) 651-4906
Facsimile: (713) 651-4841
Attention: Michael J. Dillon
Managing Director
Payment Instructions
ABA # 071000039
Bank of America Illinois
Chicago, Illinois 60697
Attention: Tony Bradley
Account # 47-0321
Reference: Tyson Foods, Inc.
26
THE BANK OF NOVA SCOTIA
Domestic Lending Office Eurodollar Lending Office
THE BANK OF NOVA SCOTIA Same
600 Peachtree Street N.E.
Atlanta, GA 30308
Telephone: (404) 877-1565
Facsimile: (404) 888-8998
Attention: Robert Ahern
Address for Notices
Same as Above
with copy to:
The Bank of Nova Scotia
1100 Louisiana, Suite 3000
Houston, TX 77002
Telephone: (713) 759-3443
Facsimile: (713) 752-2425
Attention: Paul Gonin
Payment Instructions
Via FED Wire/Corr. Bank: The Bank of Nova Scotia
New York, NY
ABA #: 026002532
In Favor of: Atlanta Agency
A/C #: 0606634
Ref: Tyson Foods, Inc.
27
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE BANK OF TOKYO-MITSUBISHI, LTD., Same
HOUSTON AGENCY
1100 Louisiana Street
Suite 2800
Houston, TX 77002
Telephone: (713) 655-3807
Facsimile: (713) 658-0116
Attention: Mike Innes
Address for Notices
Same as Above
Telephone: (713) 655-3806
Facsimile: (713) 658-0116
Attention: Jill Ilski
Payment Instructions
Pay to The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch
Via CHIPS ABA No. 0963, BTM Houston CHIPS UID
No. 251015 or, via FED ABA No. 026009632 for
crediting to The Bank of Tokyo-Mitsubishi, Ltd.,
Houston Agency, A/C No. 30001710
28
THE BANK OF YOKOHAMA, LTD., NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE BANK OF YOKOHAMA, LTD., Same
NEW YORK BRANCH
One World trade Center
Suite 8067
New York, NY 10048-0039
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: William A. Lucy
Address for Notices
Same as Above
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: Joanne Mastoras
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan
City/State: New York, NY
ABA#: 021-000-021
In favor of: BoY, Ltd., NY
A/C#: 544-7-74477
Attn: Loan Administration
Re: Tyson
29
CAISSE NATIONALE DE CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
CAISSE NATIONALE DE CREDIT AGRICOLE Same
55 East Monroe Street
Suite 4700
Chicago, IL 60603
Telephone: (312) 917-7442
Facsimile: (312) 372-3455
Attention: Robert K. Hughes
Address for Notices
Same as Above
Telephone: (312) 917-7428
Facsimile: (312) 372-4421
Attention: Laura Schmuck
Payment Instructions
Via FED Wire/Corr. Bank: Morgan Guaranty Trust Company
City/State: New York, New York
ABA #: 021000238
In favor of: CNCA Chicago Branch
A/C #: 63000205
Ref: Tyson Foods
30
THE CHASE MANHATTAN BANK
Domestic Lending Office Eurodollar Lending Office
THE CHASE MANHATTAN BANK Same
270 Park Avenue
10th Floor
New York, NY 10017
Telephone: (212) 270-5659
Facsimile: (212) 270-5120
Attention: Karen M. Sharf
Address for Notices
Same as Above
Telephone: (212) 552-7319
Facsimile: (212) 552-7500
Attention: Joseph Brusco
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan Bank
ABA #: 021000021
Attention: John Knapp, Commercial Loan Dept.
Ref: Tyson Foods
31
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
COOPERATIEVE CENTRALE RAIFFEISEN- Same
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND" NEW YORK BRANCH
245 Park Avenue
New York, NY 10167
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Address for Notices
Same as Above
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Payment Instructions
Via FED Wire/Corr. Bank: Bank of New York
City/State: New York, NY
ABA#: 021 000 018
In favor of : Rabobank Nederland
A/C#: 802 6002 533
Attn: Corporate Services
Ref: Tyson Foods, Inc.
32
THE DAI-ICHI KANGYO BANK, LTD.
Domestic Lending Office Eurodollar Lending Office
THE DAI-ICHI KANGYO BANK, LTD. Same
1 World Trade Center
Suite 4911
New York, NY 10048
Telephone: (212) 432-6639
Facsimile: (212) 912-1879
Attention: Frank Bertelle
Address for Notices
Same as Above
Telephone: (212) 432-6643
Facsimile: (212) 432-8887
Attention: Tina Brucculeri
Payment Instructions
Dai-Ichi Kangyo Bank, New York
Fedwire ABA No.: 026004307
Attn: Loan Admin. Asst. General Manager
Ref/Name of Account: (Tyson Foods)
Dept. CFD I
A/C No: N/A
33
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
Domestic Lending Office Eurodollar Lending Office
DEUTSCHE BANK AG
NEW YORK BRANCH CAYMAN ISLANDS BRANCH
31 W. 52nd Street C/O NEW YORK BRANCH
New York, New York 10019 Same
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Address for Notices
Same as Above
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Payment Instructions
Deutsch Bank AG
New York Branch
ABA 026003780
Ref: "Tyson principal and/or interest" (as applicable)
or "Tyson fees"
34
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
FIRST AMERICAN NATIONAL BANK Same
6000 Poplar Ave., Suite 300
Memphis, TN 38119
Telephone: (901) 762-5671
Facsimile: (901) 762-6556
Attention: Elizabeth H. Vaughn
Sr. Vice President
Address for Notices
Same as Above
Telephone: (615) 748-2464
Facsimile: (615) 748-2184
Attention: Trish Reavis
Payment Instructions
Via FED Wire/Corr. Bank: First American National Bank
Nashville, TN
ABA# 064000017
In Favor of: Tyson Foods, Inc.
A/C# 1002295498
Remarks: Call Trish Reavis at (615) 748-2184 upon receipt
35
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
THE FIRST NATIONAL BANK OF CHICAGO Same
One First National Plaza
Chicago, IL 60670
Telephone: (312) 732-7894
Facsimile: (312) 732-5296
Attention: Kathleen Comella
Address for Notices
Same as Above
Telephone: (312) 732-5219
Facsimile: (312) 732-4840
Attention: Mattie Reed
Payment Instructions
Via FED Wire/Corr. Bank: The First National Bank of Chicago
Chicago, Il
ABA# 071000013
In Favor Of: Tyson
A/C# 7521-7653
36
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
1221 McKinney Street
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7851
Facsimile: (713) 759-0048
Attention: Greg Parten
Address for Notices
Same as Above
Telephone: (713) 650-2823
Facsimile: (713) 951-0590
Attention: Frances Flores
Payment Instructions
Via FED Wire/Corr. Bank: Texas Commerce Bank, N.A.
City/State: Houston, TX
ABA#: 113000609
A/C#: 0010-197-3098
Attn: Loan Administration
In favor of: The Fuji Bank, Ltd. - Houston Agency
37
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
Domestic Lending Office Eurodollar Lending Office
THE INDUSTRIAL BANK OF JAPAN, Same
LIMITED, ATLANTA AGENCY
One Ninety One Peachtree Tower,
Suite 3600
191 Peachtree Street N.E.
Atlanta, GA 30303-1757
Telephone: (404) 420-3329
Facsimile: (404) 524-8509
Attention: Bill LaDuca, Officer
Address for Notices
Same as Above
Telephone: (404) 420-3307
Facsimile: (404) 577-6818
Attention: Tracy Tull
Payment Instructions
The Industrial Bank of Japan, Limited,
New York Branch
ABA Number 026008345
For further credit to:
IBJ Atlanta Agency
A/C Number 2601-21014
Reference: Tyson Foods
38
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
Domestic Lending Office Eurodollar Lending Office
ISTITUTO BANCARIO SAN PAOLO Same
DI TORINO SPA
245 Park Avenue
New York, NY 10167
Telephone: (212) 692-3160
Facsimile: (212) 599-5303
Attention: Robert Wurster
Address for Notices
Same as Above
Telephone: (212) 692-3016
Facsimile: (212) 599-5303
Attention: Glen Binder
Payment Instructions
Via FED Wire/Corr. Bank: First Chicago International
of New York, New York
ABA#: 026-009-797
In favor of: San Paolo NY
A/C# 1002209
Attention: Glen Binder
39
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE LONG-TERM CREDIT BANK OF JAPAN, Same
LIMITED, NEW YORK BRANCH
165 Broadway, 49th Floor
New York, NY 10006
Telephone: (212) 335-4553
Facsimile: (212) 608-2371
Attention: Ms. Maria Araujo Goncalves
Address for Notices
Same as Above
Telephone: (212) 335-4801
Facsimile: (212) 608-3452
Attention: Mr. R. Pacifici
with copy to:
The Long Term Credit Bank of Japan
Dallas Representative Office
2200 Ross Ave., Suite 4700 West
Dallas, Texas 75201
Telephone: (214) 969-5352
Facsimile: (214) 969-5357
Attention: Mr. R. Bruce Frey
Payment Instructions
Pay to: Chase Manhattan Bank, NY
ABA#: 021000021
For Account of: The Long-Term Credit Bank of Japan, Ltd.
New York Branch
Account Number: 544-7-75066
Attention: Mr. Robert Pacifici
Reference: Tyson Foods, Inc.
40
THE MITSUI TRUST AND BANKING COMPANY, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE MITSUI TRUST AND BANKING Same
COMPANY, LIMITED
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Administrative Contact
Telephone: (212) 790-5429
Facsimile: (212) 790-5435
Attention: Diane Boscarino
Address for Notices
Same as Above
Telephone: (212) 790-5352
Facsimile: (212) 768-9044/768-3100
Attention: Ed Simnor
Payment Instructions
Via FED Wire/Corr. Bank: Acount with Chase Manhattan Bank
New York, NY
ABA # 021000021
In Favor Of: Mitsui Trust
A/C # 544-7-75007
Remarks: Re: Tyson Foods
41
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
MORGAN GUARANTY TRUST COMPANY OF NEW YORK Same
60 Wall Street
New York, New York 10260-0060
Telephone: (212) 648-7078
Facsimile: (212) 648-5336
Attention: Christopher Kunhardt, Vice President
Address for Notices
500 Stanton Christiana Road
c/o J/P. Morgan Services
P. O. Box 6070
Newark, Delaware 19713-2107
Telephone: (302) 634-1857
Facsimile: (302) 634-4061
Attention: Beth Cesari
Payment Instructions
U.S. Dollars
For Libor and Base Rate loans and all fees
Morgan Guaranty Trust Company of New York
New York, New York
ABA #021000238
For Credit to: Loan Department
A/C #999-99-090
Attention: Module 0002
Reference: Tyson Foods, Inc.
For Base Rate loans principal and interest
Morgan Guaranty Trust Company of New York,
New York, New York
ABA# 021000238
For Credit to: JPMD
A/C: 001-39-968
Attn: LFD
Reference: Tyson Foods, Inc.
42
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
NATIONSBANK OF TEXAS, N.A. Same
901 Main Street
Dallas, Texas 75202
Telephone: (214) 508-0280
Facsimile: (214) 508-0980
Attention: Suzanne B. Smith
Address for Notices
Same as Above
Telephone: (214) 508-1228
Facsimile: (214) 508-0944
Attention: Cynthia Amador
Payment Instructions
Via FED Wire/Corr. Bank: NationsBank of Texas, N.A.
Dallas, Texas
ABA# 111000025
A/C# 129-2000883
Ref.: Tyson Foods, Inc.
ROYAL BANK OF CANADA
Domestic Lending Office Eurodollar Lending Office
Financial Square Same
24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6418
Facsimile: (212) 428-6459
Attention: David A. Barsalou
Address for Notices
Same as Above
Telephone: (212) 428-6332
Facsimile: (212) 428-2372
Attention: Karene Murphy
Loan Administrator
Payment Instructions
Destination Bank: Chase Manhattan Bank, New York
ABA# of: (021000021)
Name of Account: Royal Bank of Canada, New York
Account#: (920-1-033363)
43
THE SAKURA BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SAKURA BANK, LIMITED Same
277 Park Avenue, 45th Floor
New York, NY 10172
Telephone: (212) 756-6767
Facsimile: (212) 888-7651
Attention: Ken Oshima
Addresses for Notices
Same as Above
Telephone: (212) 756-6788
Facsimile: (212) 644-9565
Attention: Patricia L. Walsh
Payment Instructions
Name of Bank where funds are to be transferred:
Morgan Guaranty Trust Company - New York
ABA#: 0210-0023-8
Name of Account: The Sakura Bank, Limited - New York Branch
A/C#: 631-22-624
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
THE SANWA BANK, LIMITED, Same
DALLAS AGENCY
2200 Ross Avenue
4100 W. Texas Commerce Tower
Dallas, TX 75201
Telephone: (214) 665-0222
Facsimile: (214) 953-0963
Attention: Robert Smith
Address for Notices
Same as Above
Telephone: (214) 665-0229
Facsimile: (214) 741-6535
Attention: Gregory Crowe
Payment Instructions
Via FED Wire/Corr. Bank: The Sanwa Bank, Limited, New York Branch
City/State: New York, NY
ABA# 026009823
In favor of: Sanwa Bank Dallas
Ref.: Tyson Foods, Inc.
44
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
SOCIETE GENERALE,
SOUTHWEST AGENCY
2001 Ross Avenue Same
Suite 4800
Dallas, TX 75201
Telephone: (214) 979-2762
Facsimile: (214) 979-1104
Attention: Louis P. Laville, III
Address for Notices
Same as Above
Telephone: (214) 979-2743
Facsimile: (214) 754-0171
Attention: Molly Franklin
Payment Instructions
Vis FED Wire/Corr. Bank: Societe Generale
City/State: New York, NY
ABA#: 026004226
In favor of: Tyson Foods, Inc.
A/C#: 9001611
THE SUMITOMO BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SUMITOMO BANK, LIMITED Same
277 Park Avenue
New York, NY 10172
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Address for Notices
Same as Above
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Payment Instructions
Morgan Guaranty Trust Company of New York
Account Number: 631-28-256 (The Sumitomo Bank, Ltd.)
Routing Transit/ABA No: 021000238
Attention: Loan Operations
45
SUNTRUST BANK, ATLANTA
Domestic Lending Office Eurodollar Lending Office
SUNTRUST BANK, ATLANTA
25 Park Place Same
25th Floor
Atlanta, GA 30303
Telephone: (404) 658-4237
Facsimile: (404) 230-5305
Attention: Barbara Thomas
Address for Notices
25 Park Place
25th Floor
Atlanta, GA 30303
Telephone: (404) 827-6887
Facsimile: (404) 230-5305
Attention: Greg Cannon
Payment Instructions
Bank: Suntrust Bank, Atlanta
ABA#: 061000104
Wire Clearing
G/L Account: 9088000112
Ref: Tyson Foods (indicate fees, principal, interest, etc.)
Attn: Corporate Banking
Diane Grey - 230-5356
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE TOKAI BANK, LIMITED Same
55 East 52nd Street
New York, NY 10055
Telephone: (212) 339-1117
Facsimile: (212) 754-2171
Attention: Stuart M. Schulman
Address for Notices
Same as Above
Telephone: (212) 339-1145
Facsimile: (212) 754-2171
Attention: Eva Cordova
Payment Instructions
Name of Bank: The Tokai Bank, Limited, New York Branch
City, State: New York, NY
FED Wire ABA#: 026-00-4747
For further credit to: A/C of ourselves
Attention: Loan Administration
Reference: Tyson Foods, Inc. Revolving Credit Facility
46
EXHIBIT A
CONFIRMATION OF NON-PARTICIPATION
We refer to the First Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of May 26, 1995 among TYSON FOODS, INC. (the
"Borrower"), the banks party thereto, and Bank of America National Trust
and Savings Association, as Agent (the "Agent"). The Credit Agreement is
being amended by Amendment No. 2 thereto dated as of May 23, 1997 (the
"Amendment").
We confirm that our institution will not participate in the Credit
Agreement upon the effective date of the Amendment. We herewith consent to
the Amendment solely on condition that our existing Commitment under the
Credit Agreement will terminate on May 23, 1997 and that all fees and other
amounts owed to our institution under the Credit Agreement will be paid in
full.
[Name of Withdrawing Bank]
By: __________________________
Title: _______________________
47