RECEIVABLES PURCHASE AGREEMENT, dated as of October 17, 2001 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among TYSON FOODS, INC., a Delaware corporation("Tyson"), and the subsidiaries of Tyson identified as Sellers on Schedule I, all as sellers,(each, individually, a "Seller" and collectively, the "Sellers"), and TYSON RECEIVABLES CORPORATION, a Delaware corporation, as purchaser(in such capacity, the "Purchaser").

WITNESSETH:

WHEREAS, the Purchaser desires to purchase from time to time certain accounts receivable existing on the Closing Date and thereafter until the Purchase Termination Date;

WHEREAS, the Sellers desire to sell and assign from time to time such certain accounts receivable to the Purchaser upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and among the Purchaser and the Sellers as follows:

ARTICLE I 
DEFINITIONS

Section 1.01 Definitions.

All capitalized terms used herein shall have the meanings specified herein or, if not so specified, the meaning specified in, or incorporated by reference into, Schedule A to the Receivables Transfer Agreement, dated as of the date hereof(as amended, supplemented or otherwise modified and in effect from time to time, the "Receivables Transfer Agreement"), by and among Tyson Receivables Corporation, as Transferor thereunder, Tyson Foods, Inc., individually, as Collection Agent and as Guarantor thereunder, the several CP Conduit Purchasers, Committed Purchasers and Funding Agents named therein and The Chase Manhattan Bank, as Administrative Agent thereunder.

Section 1.02 Other Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the Relevant UCC, and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.03 Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding," and the word "within" means "from and excluding a specified date and to and including a later specified date."