AMENDMENT AGREEMENT

 

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                                                                  EXHIBIT 10(t)

                            THORN APPLE VALLEY, INC.

                       __________________________________

                              AMENDMENT AGREEMENT

                       __________________________________

                                      RE:
                    NOTE AGREEMENT DATED AS OF APRIL 1, 1994
                                      AND
               $15,000,000 6.45% SENIOR NOTES DUE APRIL 21, 2006

                         DATED AS OF SEPTEMBER 11, 1996

                  $15,000,000 SENIOR NOTES DUE APRIL 21, 2006

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                              AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT (this "Agreement"), dated as of September 11,
1996, between THORN APPLE VALLEY, INC. (the "Company"), a Michigan corporation,
and ALLSTATE LIFE INSURANCE COMPANY (referred to herein as "Allstate" or the
"Noteholder").

                                   RECITALS:

         A.      Pursuant to that certain Note Agreement, dated as of April 1,
1994 (as amended prior to the date hereof, the "Existing Note Agreement", and,
as amended and supplemented by this Agreement and the other agreements and
instruments to be executed in connection herewith and therewith, the "Amended
Note Agreement"), the Company issued Fifteen Million Dollars ($15,000,000) in
aggregate principal amount of its six and forty-five one-hundredths percent
(6.45%) Senior Notes due April 21, 2006 (as amended prior to the date hereof,
the "Existing Notes", and, as amended and supplemented by this Agreement and
the other agreements and instruments to be executed in connection herewith and
therewith, the "Amended Notes").  The Existing Notes are substantially in the
form of Exhibit A attached to the Existing Note Agreement.

         B.      The Company has requested that the Noteholder amend or waive
certain terms of the Existing Note Agreement, as more particularly set forth in
this Agreement.

         C.      Subject to the terms and conditions hereinafter set forth, the
Noteholder is willing to amend certain terms of the Existing Note Agreement and
the Existing Notes and waive other terms of the Existing Note Agreement, all as
more particularly set forth in this Agreement.

         D.      The Company and the Noteholder are desirous of entering into
this Agreement on the terms and conditions hereinafter set forth.

                                   AGREEMENT:

         NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         SECTION 1.       DEFINED TERMS.

         As used herein, the following terms shall have the meanings set forth
below or in the document or the Section of this Agreement referenced below.
The terms used herein and not defined herein shall have the respective meanings
ascribed to such terms in the Amended Note Agreement.

         "Agreement, this" -- introductory sentence hereof.

         "Allstate" -- introductory sentence hereof.

         "Amended Bank Credit Documents" -- Section 5.2(b).

         "Amended Note Agreement" -- Recital A hereof.

         "Amended Note Documents" -- means, collectively, the Amended Note
Agreement, the Amended Notes, the Security Documents (as defined herein), the
Intercreditor Agreement (as defined herein), and the Subsidiary Guaranty (as
defined herein), as each may be amended from time to time.

         "Amended Notes" -- Recital A hereof.

         "Amendment Effective Date"  -- introductory language to Section 5.

         "Bank Credit Agreement" -- means, collectively, (i) that certain
Credit Agreement dated as of May 30, 1995 by and among the Company and the
Banks, pursuant to which the Banks agreed to provide the Company with an
$80,000,000 revolving credit facility and (ii) that certain letter agreement
dated March 11, 1996 by and among the Company and the Banks (or their
successors in interest), pursuant to which the Banks agreed to provide the
Company with a $20,000,000 revolving credit facility, in each case, as amended
to the date hereof.

         "Banks" -- means, collectively, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Old Kent Bank, National City Bank and Harris
Trust and Savings Bank.

      "Collateral" -- shall have the meaning ascribed to such term in the
                           Intercreditor Agreement.

         "Collateral Agent" -- shall have the meaning ascribed to such term in
the Intercreditor Agreement.

         "Company" -- introductory sentence hereof.

         "Covenant Reversion Date" -- means the later to occur of (i) the date
on which all of the obligations in respect of the Bank Credit Agreement shall
have been paid in full in cash and (ii) the date on which the Company shall
have obtained from a nationally recognized debt rating agency a rating in
respect of the Notes of BBB or better.

         "Existing Note Agreement" -- Recital A hereof.

         "Existing Notes" -- Recital A hereof.

         "Intercreditor Agreement" -- Section 5.2(g).

   "IRB Obligations" -- shall have the meaning ascribed to such term in the
                           Intercreditor Agreement.

   "L/C Issuer" -- Old Kent Bank, in its capacity as issuer of the Old Kent
                              Letters of Credit.

         "Noteholder" -- introductory sentence hereof.

         "Old Kent L/C Documents" -- shall have the meaning ascribed to such
term in the Intercreditor Agreement.

         "Old Kent Letters of Credit" -- shall have the meaning ascribed to
such term in the Intercreditor Agreement.

         "Other Note Agreements" -- means, collectively, (i) that certain Note
Agreement, dated as of May 15, 1995, by and among the Company, Allstate,
Principal Mutual Life Insurance Company and Great-West Life & Annuity Insurance
Company, pursuant to which the Company issued Forty- Two Million Five Hundred
Thousand Dollars ($42,500,000) in aggregate principal amount of its seven and
fifty-eight one-hundredths percent (7.58%) Senior Notes due May 15, 2005 and
(ii) that certain Note Agreement, dated as of October 1, 1994, by and between
the Company and Allstate, pursuant to which the Company issued Eight Million
Dollars ($8,000,000) in aggregate principal amount of its eight and forty-two
one- hundredths percent (8.42%) Senior Notes due October 1, 2003, in each case,
as amended to the date hereof.

         "Restated Notes" -- Section 5.2(a).

         "Security Documents" -- Section 5.2(e).

         "Subsidiary Guaranty" -- Section 5.2(f).

         SECTION 2.       AMENDMENTS TO EXISTING NOTE AGREEMENT AND EXISTING
NOTES.

         2.1     GENERAL AMENDMENTS.  The Company and, subject to the
satisfaction of the conditions set forth in Section 5 hereof, the Noteholder
hereby consent and agree to the amendments to the Existing Note Agreement and
the Existing Notes as set forth in Exhibit A-1 to this Agreement.  Each such
amendment shall become effective on the Amendment Effective Date (as defined
herein) and is incorporated herein by reference as if set forth verbatim in
this Agreement.

         2.2     TEMPORARY SUSPENSION AND AMENDMENTS TO COVENANTS.  The Company
and, subject to the satisfaction of the conditions set forth in Section 5
hereof, the Noteholder hereby consent and agree as follows:

                 (a)      During the period commencing on the Amendment
         Effective Date and ending on the Covenant Reversion Date, the Company
         (i) shall comply with the requirements of the covenants set forth in
         Exhibit A-2 to this Agreement, and (ii) except as set forth in said
         Exhibit A-2, shall not be required to comply with the requirements of
         the covenants contained in Section 6 or Section 7 of the Existing Note
         Agreement.

                 (b)      During the period commencing on the Covenant
         Reversion Date and ending on the date on which the Notes shall have
         been paid in full in cash, the Company shall comply with all of the
         requirements of the covenants contained in Section 6 and Section 7 of
         the Amended Note Agreement.

         SECTION 3.       WAIVER OF NON-COMPLIANCE.

         Effective upon the satisfaction of the conditions set forth in Section
5 hereof, the Noteholder hereby irrevocably waives (a) non- compliance by the
Company with any provision of Section 7 of the Existing Note Agreement for the
period prior to the Amendment Effective Date and (b) any Default or Event of
Default during such period resulting from any such failure of the Company to be
in compliance with the provisions of Section 7 of the Existing Note Agreement.

         SECTION 4.       WARRANTIES AND REPRESENTATIONS.

         To induce the Noteholder to enter into this Agreement, the Company
warrants and represents to the Noteholder that, as of the Amendment Effective
Date:

         4.1     ORGANIZATION, EXISTENCE AND AUTHORITY.  The Company is a
corporation duly incorporated, validly existing and is in good standing under
the laws of the State of Michigan.  The Company has all requisite corporate
power and authority to execute and deliver this Agreement and to perform its
obligations under the Amended Note Documents.

         4.2     AUTHORIZATION, EXECUTION AND ENFORCEABILITY.  The execution
and delivery by the Company of this Agreement and the performance by the
Company of its obligations under the Amended Note Documents have been duly
authorized by all necessary action on the part of the Company.  This Agreement
has been duly executed and delivered by the Company.  Each of the Amended Note
Documents constitutes a valid and binding obligation of the Company,
enforceable in accordance with its respective terms, except that the
enforceability thereof may be:

                 (a)      limited by bankruptcy, insolvency or other similar
         laws affecting the enforceability of creditors' rights generally; and

                 (b)      subject to the availability of equitable remedies.

         4.3     NO CONFLICTS OR DEFAULTS.  Neither the execution and delivery
by the Company of this Agreement and the other Amended Note Documents, nor the
performance by the Company of its obligations under any of the Amended Note
Documents, conflicts with, results in any breach in any of the provisions of,
constitutes a default under, violates or results in the creation of any Lien
(other than pursuant to the Amended Note Documents) upon any Property of the
Company under the provisions of:

                 (a)      any charter document, partnership agreement or bylaws
of the Company;

                 (b)      assuming the contemporaneous execution and delivery
         of an amendment to the Bank Credit Agreement and an amendment
         (substantially similar to this Agreement) to the Other Note Agreements
         (as such terms are defined herein), any agreement, instrument or
         conveyance to which the Company or any Properties of the Company may
         be bound or affected, except for such breaches, defaults and
         violations that, in the aggregate, could not reasonably be expected to
         have a material adverse effect on the condition (financial or
         otherwise) of the Company and the Subsidiaries, taken as a whole, or
         on the Company's ability to perform its obligations under this
         Agreement, the Amended

         Note Agreement and the Amended Notes; provided, however, that if the
         granting of Liens pursuant to any of the Security Documents will
         violate the terms of any of the IRB Obligations, no such Security
         Documents which create Liens which violate the terms of any such IRB
         Obligations will be filed or recorded by any Person unless and until
         any required consents thereto shall have been obtained from the
         appropriate secured parties; or

                 (c)      any statute, rule or regulation or any order,
         judgment or award of any court, tribunal or arbitrator by which the
         Company or any Properties of the Company may be bound or affected,
         except for such violations that, in the aggregate, could not
         reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise) of the Company and the
         Subsidiaries, taken as a whole, or on the Company's ability to perform
         its obligations under this Agreement, the Amended Note Agreement and
         the Amended Notes.

         4.4     GOVERNMENTAL CONSENT.  Neither the execution and delivery by
the Company of this Agreement and the other Amended Note Documents nor the
performance by the Company of its obligations under each of the Amended Note
Documents, is such as to require a consent, approval or authorization of, or
filing, registration or qualification with, any Governmental Authority on the
part of the Company as a condition thereto under the circumstances and
conditions contemplated by this Agreement and each of the Amended Note
Documents.

         4.5     NO DEFAULTS OR EVENTS OF DEFAULT.   After giving effect to the
transactions contemplated by this Agreement, including the contemporaneous
execution and delivery of an amendment to the Bank Credit Agreement and an
amendment (substantially similar to this Agreement) to each of the Other Note
Agreements, no Default or Event of Default will exist under any of the Amended
Note Documents, the Bank Credit Agreement (as amended as of the date hereof) or
the Other Note Agreements (as amended as of the date hereof).

         4.6     DISCLOSURE.  The financial statements and certificates
delivered to the Noteholder by the Company or the Company's accountants, as the
case may be, pursuant to Section 6.6 of the Existing Note Agreement do not, nor
does this Agreement or any written statement furnished by the Company in
connection herewith, contain any untrue statement of a material fact or omit a
material fact necessary to make the statements contained therein or herein not
misleading.  There is no fact existing as of the date hereof which the Company
has not disclosed to the Noteholder in writing which has had or, so far as the
Company can now reasonably foresee, could reasonably be expected to have, a
material adverse effect on the condition, financial or otherwise, of the
Company or its Subsidiaries, or the operations of any of them, or upon the
Company's ability to perform its obligations under this Agreement, the Amended
Note Agreement and the Amended Notes.

         4.7     TRUE AND CORRECT COPIES.  The Company has delivered to the
Noteholder true and correct copies of the Bank Credit Agreement, each of the
Old Kent L/C Documents, each of the Other Note Agreements, each of the Security
Documents (including, without limitation, all schedules and exhibits thereto
and all miscellaneous agreements and certificates delivered in connection
therewith), the Subsidiary Guaranty, and the Intercreditor Agreement, each as
in effect on the Amendment Effective Date.

         4.8     CERTAIN REPRESENTATIONS AND WARRANTIES.  As supplemented by
the information set forth on Annex 1 hereto, all of the representations and
warranties contained in Section 3 of the Existing Note Agreement are true and
correct in all material respects as of the Amendment Effective Date as if such
representations and warranties were made on the Amendment Effective Date.  All
of the representations and warranties contained in (i) the most recent
amendment to the Bank Credit Agreement, (ii) each of the Security Documents,
(iii) the Subsidiary Guaranty, and (iv) the Intercreditor Agreement, each as in
effect on the Amendment Effective Date, are true and correct in all respects.

         4.9     NO UNDISCLOSED CONSIDERATION.  Except as expressly set forth
in the documents described in Section 5.1 or Section 5.2 hereof, neither the
Company nor any Subsidiary has paid or will pay, directly or indirectly, any
fee, charge or other consideration to any Creditor Party (as defined in the
Intercreditor Agreement) as a condition to, or otherwise in connection with,
the amendments, modifications or restatements, as the case may be, to the Bank
Credit Agreement, the L/C Documents (as defined in the Intercreditor
Agreement), the Other Note Agreements or the Existing Note Agreement, in each
case, as described in the Intercreditor Agreement.

         4.10    SOLVENCY.

                 (a)      As of the date hereof, the fair value of all of the
         Company's property (other than property that the Company could exempt
         from its estate were it a debtor under the United States Bankruptcy
         Code, 11 U.S.C. Section  101 et seq.) exceeds the aggregate amount of
         the Company's debts.

                 (b)      The Company has not transferred, concealed, or
         removed any of its property with intent to hinder, delay, or defraud
         any of the Company's creditors.

         SECTION 5.       CONDITIONS PRECEDENT.

         The amendments set forth in Section 2 hereof and the waiver set forth
in Section 3 hereof shall not become effective unless all of the following
conditions precedent shall have been satisfied on or before September 12, 1996
(the date of such satisfaction being herein referred to as the "Amendment
Effective Date"):

         5.1     EXECUTION AND DELIVERY OF THIS AGREEMENT.  The Company shall
have executed and delivered to the Noteholder a counterpart of this Agreement.

         5.2     EXECUTION AND DELIVERY OF OTHER DOCUMENTS.  The following
documents, each in form and substance satisfactory to the Noteholder and its
special counsel, shall have been duly executed and delivered by the parties
thereto, and shall be in full force and effect:

                 (a)      an amendment and restatement of each of the Existing
         Notes (collectively, the "Restated Notes") in the form set forth in
         paragraph 10 of Exhibit A-1 hereto;

                 (b)      an Amended and Restated Credit Agreement and a letter
         agreement regarding a Senior Secured Seasonal Line of Credit for the
         Company (collectively, the "Amended Bank Credit Documents"), in each
         case among the Company and the Banks,

         which agreements, in each case, shall be in form and substance
         satisfactory to the Noteholder;

                 (c)      an amendment to each of the L/C Documents (including,
         without limitation, a waiver of each default or event of default
         existing thereunder as of the date hereof), in each case, dated as of
         the date hereof and executed by each of the parties to such L/C
         Document, which agreements, in each case, shall be in form and
         substance satisfactory to the Noteholder;

                 (d)      an amendment to each of the Other Note Agreements, in
         each case, dated as of the date hereof and executed by each of the
         parties to such Other Note Agreement, which agreements, in each case,
         shall be in form and substance satisfactory to the Noteholder;

                 (e)      those certain security agreements, mortgages and
         other collateral documents more fully set forth on Schedule I to the
         Intercreditor Agreement (collectively, the "Security Documents"),
         which documents, in each case, shall be in form and substance
         satisfactory to the Noteholder;

                 (f)      a guaranty of the Amended Notes by each Subsidiary of
         the Company (the "Subsidiary Guaranty"), which shall be in form and
         substance satisfactory to the Noteholder; and

                 (g)      an Intercreditor Agreement (the "Intercreditor
         Agreement"), among Allstate, Principal Mutual Life Insurance Company,
         Great-West Life & Annuity Insurance Company, the Banks, the L/C Issuer
         and the Collateral Agent, and acknowledged and agreed to by the
         Company and the Subsidiaries, which agreement shall be in form and
         substance satisfactory to the Noteholder.

         5.3     PRIVATE PLACEMENT NUMBER.  The Company shall have obtained or
caused to be obtained a private placement number for the Restated Notes from
the CUSIP Service Bureau of Standard & Poor's, a division of McGraw-Hill, Inc.,
and the Noteholder shall have been informed of such private placement number.

         5.4     COLLATERAL.  The Security Documents shall be in full force and
effect and there shall be no Default or Event of Default thereunder and as
defined therein.  Except in respect of those items of Collateral identified on
Exhibit A-3 hereto, all actions necessary to perfect the Liens of the
Collateral Agent created by the Security Documents (including, without
limitation, the filing of all appropriate financing statements and the
recording of all appropriate documents with appropriate public officials) shall
have been taken in accordance with the terms of the Security Documents and
confirmation thereof shall be received by the Noteholder.  The Liens of the
Collateral Agent created by the Security Documents shall be valid, enforceable
and perfected (except as permitted by Section 1.8 of Exhibit A-2 hereto), and
the Property of the Company shall be subject to no other Lien not otherwise
permitted under Section 2.3 of Exhibit A-2 hereto.

         5.5     EQUITY INFUSION.   The Company shall have received an
aggregate of not less than $3,000,000 in capital contributions from one or more
of its shareholders upon terms and conditions satisfactory to the Noteholder in
its sole discretion.

         5.6     NO DEFAULT; REPRESENTATIONS AND WARRANTIES TRUE.   The
warranties and representations set forth in Section 4 hereof shall be true and
correct on the Amendment Effective Date and no Default or Event of Default
shall exist which would not be waived by this Agreement and by an amendment to
each of the Other Note Agreements.  The Noteholder shall have received a
certificate dated the Amendment Effective Date and signed by the President and
the Chief Financial Officer of the Company, in form and substance satisfactory
to the Noteholder, certifying to the conditions specified in the preceding
sentence.

         5.7     AUTHORIZATION OF TRANSACTIONS.

                 (a)      The Company shall have duly authorized the execution
         and delivery of this Agreement and each of the documents executed and
         delivered in connection herewith and the performance of all of its
         obligations contemplated by this Agreement.  The Noteholder shall have
         received a certificate dated the Amendment Effective Date and signed
         by the Secretary or an Assistant Secretary of the Company, in form and
         substance satisfactory to the Noteholder, certifying as to the
         resolutions attached thereto and other corporate proceedings relating
         to the authorization, execution and delivery of the Restated Notes and
         this Agreement.

                 (b)      Each Subsidiary shall have duly authorized the
         execution, delivery and performance of its respective Subsidiary
         Guaranty.  The Noteholder shall have received a certificate dated the
         Amendment Effective Date and signed by the Secretary or an Assistant
         Secretary of each Subsidiary, certifying as to the resolutions
         attached thereto and other corporate proceedings relating to the
         authorization, execution and delivery of the Subsidiary Guaranty.

         5.8     OPINION OF COUNSEL.  The Noteholder shall have received from
Honigman Miller Schwartz and Cohn, counsel to the Company, a legal opinion, in
form and substance satisfactory to the Noteholder and its special counsel, with
respect to the transactions contemplated by this Agreement.

         5.9     PAYMENT OF CERTAIN EXPENSES.  The Company shall have paid all
reasonable costs and expenses of the Noteholder relating to this Agreement and
the other Amended Note Documents, including without limitation (i) the fees and
expenses of Hebb & Gitlin, the Noteholder's special counsel and (ii) the
out-of-pocket expenses of the Noteholder.

         5.10    PAYMENT OF INTEREST.  The Company shall have paid all accrued
and unpaid interest in respect of each Existing Note, at the rates specified
herein, to the Amendment Effective Date.

         5.11    MINIMUM REVOLVER AVAILABILITY.  The Company shall have
obtained commitments from the Banks, pursuant to the Amended Bank Credit
Documents, which shall be available to the Company as of the Amendment
Effective Date, in an amount equal to at least $110,000,000.

         5.12    PROCEEDINGS SATISFACTORY.  All documents executed and
delivered, and actions and proceedings taken, in connection with this Agreement
shall be satisfactory to the Noteholder and its special counsel.  The
Noteholder and its special counsel shall have received copies of such documents
and papers as they may reasonably request in connection therewith, in form and
substance satisfactory to them.

         SECTION 6.       NO PREJUDICE OR WAIVER; REAFFIRMATION.

         6.1     NO PREJUDICE OR WAIVER. Except as provided herein, the terms
of this Agreement shall not operate as a waiver by the Noteholder of, or
otherwise prejudice the Noteholder's rights, remedies or powers under, the
Amended Note Documents or under applicable law.  Except as expressly provided
herein:

                 (a)      no terms and provisions of any agreement are modified
or changed by this Agreement; and

                 (b)      the terms and provisions of the Existing Note
         Agreement and the Existing Notes shall continue in full force and
         effect.

         6.2     REAFFIRMATION. The Company hereby acknowledges and reaffirms
all of its obligations and duties under the Amended Note Documents.

         SECTION 7.       MISCELLANEOUS.

         7.1     GOVERNING LAW.  This Agreement shall be governed by and
           construed in accordance with the laws of the State of Illinois.

         7.2     DUPLICATE ORIGINALS.  Two or more duplicate originals of this
Agreement may be signed by the parties, each of which shall be an original but
all of which together shall constitute one and the same instrument.  This
Agreement may be executed in one or more counterparts and shall be effective
when at least one counterpart shall have been executed by each party hereto,
and each set of counterparts which, collectively, show execution by each party
hereto shall constitute one duplicate original.

         7.3     WAIVERS AND AMENDMENTS.  Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated orally, or by any
action or inaction, but only by an instrument in writing signed in accordance
with the amendment provisions set forth in the Existing Note Agreement.

         7.4     SECTION HEADINGS.  The titles of the sections hereof appear as
a matter of convenience only, do not constitute a part of this Agreement and
shall not affect the construction hereof.

         7.5     COSTS AND EXPENSES.  On the Amendment Effective Date, the
Company shall pay all costs and expenses of the Noteholder relating to this
Agreement and the other Amended Note Documents, including, but not limited to,
(i) the statement for reasonable fees and disbursements of the Noteholder's
special counsel and (ii) the statement for reasonable out-of-pocket expenses of
the Noteholder, in each case, presented to the Company on the Amendment
Effective Date.  The Company will also pay upon receipt of any statement
thereof, each additional statement for (i) reasonable fees and disbursements of
the Noteholder's special counsel or (ii) reasonable out-of-pocket expenses of
the Noteholder, rendered after the Amendment Effective Date in connection with
the Amended Note Documents.

         7.6     SURVIVAL.  All warranties, representations, certifications and
covenants made by or on behalf of the Company or any Subsidiary in the Amended
Note Documents or in any certificate or other instrument delivered pursuant to
the Amended Note Documents shall be considered to have been relied upon by the
Noteholder and shall survive the execution of the Amended Note Documents,
regardless of any investigation made by or on behalf of the Noteholder.  All
statements in any such certificate or other instrument shall constitute
warranties and representations of the Company hereunder.

         7.7     WAIVER AND RELEASE.  For and in consideration of the
agreements contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the Company, on its own behalf, and to the extent that it is
lawfully able to do so, on behalf of its predecessors, successors, assigns,
Subsidiaries, affiliates and agents and all of their respective past, present
and future officers, directors, shareholders, employees, contractors and
attorneys, and the predecessors, heirs, successors, and assigns of each of them
(collectively referred to in this Section 7.7 as the "RELEASORS") do hereby
jointly and severally fully RELEASE, REMISE, ACQUIT, IRREVOCABLY WAIVE and
FOREVER DISCHARGE the Noteholder, together with its predecessors, successors,
assigns, subsidiaries, affiliates and agents and all of their respective past,
present and future officers, directors, shareholders, employees, contractors
and attorneys, and the predecessors, heirs, successors and assigns of each of
them (the Noteholder and all of the foregoing being collectively referred to in
this Section 7.7 as the "RELEASED PARTIES"), from and with respect to any and
all Claims (as defined below).

         As used in this Section 7.7, the term "CLAIMS" shall mean and include
any and all, and all manner of, action and actions, cause and causes of action,
suits, disputes, controversies, claims, debts, sums of money, offset rights,
defenses to payment, agreements, promises, notes, bonds, bills, covenants,
losses, damages, judgments, executions and demands of whatever nature, known or
unknown, whether in contract, in tort or otherwise, at law or in equity, for
money damages or dues, recovery of property, or specific performance, or any
other redress or recompense which have accrued or may ever accrue, may have
been had, may be now possessed, or may or shall be possessed in the future by
or on behalf of any one or more of the Releasors against any one or more of the
Released Parties for, upon, by reason of, on account of, or arising from or out
of, or by virtue of, any transaction, event or occurrence, duty or obligation,
indemnification, agreement, promise, warranty, covenant or representation,
breach of fiduciary duty, breach of any duty of fair dealing, breach of
confidence, breach of funding commitment, undue influence, duress, economic
coercion, conflict of interest, negligence, bad faith, malpractice, violations
of federal or state securities laws or the Racketeer Influenced and Corrupt
Organizations Act, intentional or negligent infliction of mental distress,
tortious interference with contractual relations, tortious interference with
corporate governance or

prospective business advantage, breach of contract, deceptive trade practices,
libel, slander, usury, conspiracy, wrongful acceleration of any indebtedness,
wrongful foreclosure or attempt to foreclose on any collateral relating to any
indebtedness, action or inaction, relationship or activity, service rendered,
matter, cause or thing, whatsoever, express or implied, transpiring, entered
into, created or existing from the beginning of time to the date of the
execution of this Agreement in respect of the Existing Notes or the Existing
Note Agreement, and shall include, but not be limited to, any and all Claims in
connection with, as a result of, by reason of, or in any way related to or
arising from the existence of any relationships or communications by and
between the Releasors and the Released Parties with respect to the Existing
Notes, the agreements pursuant to which the Existing Notes were issued, and all
agreements, documents and instruments related thereto, as presently constituted
and as the same may from time to time be amended.

         The Releasors acknowledge that they may hereafter discover facts,
which exist or existed on or before the date hereof, different from or in
addition to those they now know or believe to be true with respect to the
Claims herein released.  Notwithstanding the foregoing, the Releasors agree
that this Section 7.7 shall survive the termination hereof and shall remain
effective in all respects and waive the right to make any new, different or
additional claim on account of such different or additional facts.  The
Releasors acknowledge that no representation or warranty of any kind or
character has been made to the Releasors by any one or more of the Released
Parties or any agent, representative or attorney of the Released Parties to
induce the execution of this Agreement containing this Section 7.7.

         The Releasors hereby represent and warrant unto the Released Parties
that:

                 (a)      the Releasors have the full right, power, and
         authority to execute and deliver this Agreement containing this
         Section 7.7 without the necessity of obtaining the consent of any
         other party;

                 (b)      the Releasors have received independent legal advice
         from attorneys of their choice with respect to the advisability of
         granting the release provided herein, and with respect to the
         advisability of executing this Agreement containing this Section 7.7;

                 (c)      the Releasors have not relied upon any statements,
         representations or promises of any of the Released Parties in
         executing this Agreement containing this Section 7.7, or in granting
         the release provided herein;

                 (d)      the Releasors have not entered into any other
         agreements or understandings relating to the Claims;

                 (e)      the terms of this Section 7.7 are contractual, not a
         mere recital, and are the result of negotiation among all the parties;
         and

                 (f)      this Section 7.7 has been carefully read by, and the
         contents hereof are known and understood by, and it is signed freely
         by the Releasors.

         The Releasors covenant and agree not to bring any claim, action, suit
or proceeding regarding or related in any manner to the matters released
hereby, and the Releasors further covenant and agree that this Section 7.7 is a
bar to any such claim, action, suit or proceeding.

         All prior discussions and negotiations regarding the Claims have been
and are merged and integrated into, and are superseded by, this Section 7.7.
The Releasors understand, agree and expressly assume the risk of any fact not
recited, contained or embodied in this Section 7.7 which may hereafter turn out
to be other than, different from, or contrary to, the facts now known to the
Releasors or believed by the Releasors to be true, and further agree that this
Section 7.7 shall not be subject to termination, modification, or rescission,
by reason of any such difference in facts.

         7.8     INDEMNIFICATION.  The Company agrees to indemnify the
Noteholder and its directors, officers, employees, agents and attorneys from,
and hold each of them harmless against, any and all losses, liabilities,
claims, damages or expenses incurred by any of them arising out of or by reason
of any investigation or litigation or other proceedings (including any
threatened investigation, litigation or other proceedings) relating to, or in
connection with, the Existing Notes or the Amended Notes including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

   [REMAINDER OF PAGE IS INTENTIONALLY BLANK.  NEXT PAGE IS SIGNATURE PAGE.]

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on their behalf by a duly authorized officer or agent thereof, as
the case may be, as of the date first above written.

                                             THORN APPLE VALLEY, INC.

                                             By_________________________________
                                               Name:
                                               Title:

                                             ALLSTATE LIFE INSURANCE COMPANY

                                             By_________________________________
                                               Name:
                                               Title:

                                             By_________________________________
                                               Name:
                                               Title:

          [AMENDMENT AGREEMENT IN RESPECT OF THORN APPLE VALLEY, INC.]

                                                                         ANNEX 1

                           INFORMATION AS TO COMPANY

                   [SUPPLEMENTAL INFORMATION WITH RESPECT TO
           REPRESENTATIONS AND WARRANTIES IN EXISTING NOTE AGREEMENT]

                                   Annex 1-1

                                                                     EXHIBIT A-1

          AMENDMENTS TO EXISTING NOTE AGREEMENT AND TO EXISTING NOTES

         1.      AMENDMENTS TO SECTION 1.1 OF THE EXISTING NOTE AGREEMENT.
Section 1.1 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "1.1     Description of Notes.  The Company has authorized the
         issuance and sale of $15,000,000 aggregate principal amount of its
         Senior Notes, to be dated the date of issuance thereof, to bear
         interest

          (a)     from such date until June 20, 1996 at the rate of 6.45% per
     annum;

          (b)     from June 21, 1996 through and including July 31, 1996 at the
     Pre-Restructuring Rate; and

          (c)     from August 1, 1996 through the date of maturity at the
     Post-Restructuring Rate,

         payable monthly on the first day of each month, and at maturity, to
         bear interest on overdue principal (including any overdue required or
         optional prepayment), premium, if any, and (to the extent legally
         enforceable) on any overdue installment of interest at the greater of
         (i) the rate of interest publicly announced from time to time by
         Harris Trust and Savings Bank (or its successors or assigns) as its
         prime rate plus two percent (2%) or (ii) the Post-Default Rate, to be
         expressed to mature on April 21, 2006 and to be substantially in the
         form attached as Exhibit A.  The term "Notes" as used herein shall
         include each Note delivered pursuant to this Note Agreement (the
         "Agreement") and each Note delivered in substitution or exchange
         therefor and, where applicable, shall include the singular number as
         well as the plural.  Any reference to you in this Agreement shall in
         all instances be deemed to include any nominee of yours or any
         separate account on whose behalf you are purchasing Notes.  You are
         sometimes referred to herein as the 'Purchaser'."

         2.      NEW SECTION 1.3 OF THE EXISTING NOTE AGREEMENT.  A New Section
1.3 is hereby added to the Existing Note Agreement, after Section 1.2 thereof
and before Section 2 thereof, which shall read in its entirety as follows:

                 "1.3     Collateral Security.  The obligations of the Company
         hereunder and under the Notes are secured by the Shared Lien in the
         Collateral."

         3.      AMENDMENTS TO SECTION 2.1 OF THE EXISTING NOTE AGREEMENT.

                 (a)      The phrase "(a)" is hereby inserted in Section 2.1 of
         the Existing Note Agreement after the heading of such Section and
         before the first sentence thereof.

                                 Exhibit A-1-1

                 (b)      A new Section 2.1(b), a new Section 2.1(c), and a new
         Section 2.1(d) are hereby added to the Existing Note Agreement, after
         the existing Section 2.1 and before Section 2.2 thereof, which shall
         read in their entirety as follows:

                          "(b)    In addition to all other prepayments of the
                 Notes permitted or required hereunder, the Company shall
                 prepay and there shall become due and payable on the tenth
                 Business Day after each Qualified Capital Infusion Date, a
                 principal amount of the Notes equal to the Qualified Capital
                 Infusion Amount.  The Company shall notify the Noteholder of
                 its intent to make such prepayment on such Qualified Capital
                 Infusion Date.  Such prepayment shall be at a price of (i)
                 100% of the principal amount prepaid, together with interest
                 accrued thereon to the date of payment, if the Reinvestment
                 Yield, on the applicable Determination Date, equals or exceeds
                 6.45% per annum, or (ii) 100% of the principal amount prepaid,
                 together with interest accrued thereon to the date of payment,
                 plus a premium, if the Reinvestment Yield, on such
                 Determination Date, is less than 6.45% per annum.  The premium
                 shall equal (x) the aggregate present value of the amount of
                 principal being repaid (taking into account the manner of
                 application required by Section 2.2(c)) and the present value
                 of the amount of interest (exclusive of interest accrued to
                 the date of prepayment) which would have been payable in
                 respect of such principal (at the rate of 6.45% per annum)
                 absent such prepayment, determined by discounting
                 (semi-annually on the basis of a 360-day year composed of
                 twelve 30-day months) each such amount utilizing an interest
                 factor equal to the Reinvestment Yield, less (y) the principal
                 amount to be prepaid.  Payment of such premium shall be
                 deferred until the earlier of (1) the date on which the
                 obligations in respect of the Amended Bank Credit Documents
                 shall have been paid in full, (2) the date on which the
                 Company shall have obtained from a nationally recognized debt
                 rating agency a rating in respect of the Notes of BBB or
                 better, (3) acceleration of the Notes, (4) bankruptcy of the
                 Company, or (5) May 31, 1998.

                          (c)     In addition to all other prepayments of the
                 Notes permitted or required hereunder, the Company shall
                 prepay and there shall become due and payable on April 30,
                 1997, a principal amount of the Notes equal to the Scheduled
                 Amount.  Such prepayment shall be at a price of (i) 100% of
                 the principal amount prepaid, together with interest accrued
                 thereon to the date of payment, if the Reinvestment Yield, on
                 the applicable Determination Date, equals or exceeds 6.45% per
                 annum, or (ii) 100% of the principal amount prepaid, together
                 with interest accrued thereon to the date of payment, plus a
                 premium, if the Reinvestment Yield, on such Determination
                 Date, is less than 6.45% per annum.  The premium shall equal
                 (x) the aggregate present value of the amount of principal
                 being repaid (taking into account the manner of application
                 required by Section 2.2(c)) and the present value of the
                 amount of interest (exclusive of interest accrued to the date
                 of prepayment) which would have been payable in respect of
                 such principal (at the rate of 6.45% per annum) absent such
                 prepayment, determined by discounting (semi-annually on the
                 basis of a 360-day year composed of twelve 30-day months) each
                 such amount utilizing an interest factor equal to the
                 Reinvestment Yield, less (y) the principal amount to be
                 prepaid.  Payment of such premium shall be deferred until the
                 earlier of (1) the date on

                                 Exhibit A-1-2

         which the obligations in respect of the Amended Bank Credit Documents
         shall have been paid in full, (2) the date on which the Company shall
         have obtained from a nationally recognized debt rating agency a rating
         in respect of the Notes of BBB or better, (3) acceleration of the
         Notes, (4) bankruptcy of the Company, or (5) May 31, 1998.

                          (d)     In addition to all other prepayments of the
                 Notes permitted or required hereunder, the Company shall
                 prepay and there shall become due and payable on the tenth
                 Business Day after each Unscheduled Amortization Date, a
                 principal amount of the Notes equal to the Unscheduled Amount.
                 The Company shall notify the Noteholder of its intent to make
                 such prepayment on such Unscheduled Amortization Date.  Such
                 prepayment shall be at a price of (i) 100% of the principal
                 amount prepaid, together with interest accrued thereon to the
                 date of payment, if the Reinvestment Yield, on the applicable
                 Determination Date, equals or exceeds 6.45% per annum, or (ii)
                 100% of the principal amount prepaid, together with interest
                 accrued thereon to the date of payment, plus a premium, if the
                 Reinvestment Yield, on such Determination Date, is less than
                 6.45% per annum.  The premium shall equal (x) the aggregate
                 present value of the amount of principal being repaid (taking
                 into account the manner of application required by Section
                 2.2(c)) and the present value of the amount of interest
                 (exclusive of interest accrued to the date of prepayment)
                 which would have been payable in respect of such principal (at
                 the rate of 6.45% per annum) absent such prepayment,
                 determined by discounting (semi-annually on the basis of a
                 360-day year composed of twelve 30-day months) each such
                 amount utilizing an interest factor equal to the Reinvestment
                 Yield, less (y) the principal amount to be prepaid  Payment of
                 such premium shall be deferred until the earlier of (1) the
                 date on which the obligations in respect of the Amended Bank
                 Credit Documents shall have been paid in full, (2) the date on
                 which the Company shall have obtained from a nationally
                 recognized debt rating agency a rating in respect of the Notes
                 of BBB or better, (3) acceleration of the Notes, (4)
                 bankruptcy of the Company, or (5) May 31, 1998."

         4.      AMENDMENTS TO SECTION 2.2 OF THE EXISTING NOTE AGREEMENT.

                 (a)      Section 2.2(a) of the Existing Note Agreement is
         hereby amended to read in its entirety as follows:

                          "(a)    Upon notice as provided in Section 2.3, the
                 Company may prepay the Notes, in whole or in part, at any
                 time, in an amount of not less than $1,000,000 or in integral
                 multiples of $100,000 in excess thereof (or the remaining
                 principal amount of the Notes) at a price of (i) 100% of the
                 principal amount prepaid, together with interest accrued
                 thereon to the date of payment, if the Reinvestment Yield, on
                 the applicable Determination Date, equals or exceeds 6.45% per
                 annum, or (ii) 100% of the principal amount prepaid, together
                 with interest accrued thereon to the date of payment, plus a
                 premium, if the Reinvestment Yield, on such Determination
                 Date, is less than 6.45% per annum.  The premium shall equal
                 (x) the aggregate present value of the amount of principal
                 being repaid (taking into account the manner of application
                 required by

                                 Exhibit A-1-3

                  Section 2.2(c)) and the present value of the amount of
                  interest (exclusive of interest accrued to the date of
                  prepayment) which would have been payable in respect of such
                  principal (at the rate of 6.45% per annum) absent such
                  prepayment, determined by discounting (semi-annually on the
                  basis of a 360-day year composed of twelve 30-day months) each
                  such amount utilizing an interest factor equal to the
                  Reinvestment Yield, less (y) the principal amount to be
                  prepaid."

                  (b)      Section 2.2(c) of the Existing Note Agreement is
         hereby amended to read in its entirety as follows:

                          "(c)    Any prepayment pursuant to Section 2.2(a) or
                 Section 2.2(b), any prepayment required by Sections 2.1(b),
                 2.1(c) or 2.1(d), or any optional repurchase of less than all
                 of the Notes outstanding shall be applied to reduce, on a pro
                 rata basis, the prepayments and payment at maturity required
                 by Section 2.1(a)."

         5.      AMENDMENTS TO SECTION 5.1 OF THE EXISTING NOTE AGREEMENT.

                 (a)      Section 5.1 of the Existing Note Agreement is hereby
         amended as follows:

                          (i)     The definition of "Material Work Stoppage" is
         hereby deleted.

                          (ii)    (A)      The word "and" is inserted at the
         end of paragraph (g) of the definition of "Permitted Investments".

                                  (B)      Paragraph (h) of the definition of
         "Permitted Investments" is hereby deleted.

                                  (C)      Paragraph (i) the definition of
         "Permitted Investments" is hereby re-numbered as paragraph (h) thereof.

                 (b)      Section 5.1 of the Existing Note Agreement is hereby
         amended to modify in their entirety or add, each in their proper
         alphabetical order, the following definitions:

                          Amended Bank Credit Documents
                                        - (i) That certain Amended and Restated
                 Credit Agreement and (ii) that certain letter agreement re:
                 Senior Secured Seasonal Line of Credit, in each case, dated as
                 of September 11, 1996 and by and among the Company and the
                 Banks, in each case, as in effect on the Amendment Effective
                 Date (as defined in the Amendment Agreement).

                          Amendment Agreement - That certain Amendment
                 Agreement, dated as of September 11, 1996, by and among the
                 Company and the Noteholder.

                          Applicable Spread - An incremental rate of interest
                 equal to 200 basis points; provided, however, that, in the
                 event the Company shall make the prepayment in respect of the
                 Notes required by Section 2.1(c) hereof, Applicable Spread
                 shall mean an incremental rate of interest equal to 100 basis
                 points from

                                 Exhibit A-1-4

                 and after the date of such prepayment; provided further that if
                 the Company shall have complied with the requirements of the
                 immediately preceding proviso and shall have obtained from a
                 nationally recognized debt rating agency a rating in respect of
                 the Notes of BBB or better, Applicable Spread shall mean an
                 incremental rate of interest equal to 30 basis points from and
                 after the date of such rating.

                          Banks - Cooperatieve Centrale
                 Raiffeisen-Boerenleenbank, B.A., Old Kent Bank, National City
                 Bank and Harris Trust and Savings Bank, collectively.

                          Capital Infusion Proceeds. - The net proceeds
                 received by the Company from any issuance of (i) debt of the
                 Company or (ii) equity of the Company, other than Scheduled
                 Equity Proceeds.

                          Collateral - Shall have the meaning ascribed to such
                 term in the Intercreditor Agreement

                          Collateral Agent - Shall have the meaning ascribed
                 to such term in the Intercreditor Agreement

                          Creditor Obligations - Shall have the meaning
                 ascribed to such term in the Intercreditor Agreement.

                          Creditor Parties - Shall have the meaning ascribed
                 to such term in the Intercreditor Agreement.

                          Determination Date - Either (i) the Business Day
                 which is two Business Days before the date fixed for a
                 prepayment pursuant to Section 2.1(b), Section 2.1(c), Section
                 2.1(d) or Section 2.2(a) or (ii) the date of any acceleration
                 pursuant to Section 8.2.

                          Intercreditor Agreement - That certain Intercreditor
                 Agreement dated as of September 11, 1996, by and among the
                 Banks, the Noteholder, Principal Mutual Life Insurance
                 Company, Great-West Life & Annuity Insurance Company, Old Kent
                 Bank, in its capacity as issuer of the Old Kent Letters of
                 Credit (as defined therein) and the Collateral Agent, and
                 acknowledged and agreed to by the Company and its
                 Subsidiaries.

                          May 1995 Series Notes - Shall mean the Company's
                 Senior Notes due May 15, 2005 and each note delivered in
                 substitution or exchange therefore, as the same may be
                 amended, restated or otherwise modified from time to time in
                 accordance with the terms of that certain Note Agreement dated
                 as of May 15, 1995, by and among the Company, the Noteholder,
                 Principal Mutual Life Insurance Company and Great-West Life &
                 Annuity Insurance Company, as such agreement may be amended,
                 restated or otherwise modified from time to time.

                          October 1994 Series Notes - Shall mean the Company's
                 Senior Notes due October 1, 2003 and each note delivered in
                 substitution or exchange therefore,

                                 Exhibit A-1-5

                  as the same may be amended, restated or otherwise modified
                  from time to time in accordance with the terms of that certain
                  Note Agreement dated as of October 1, 1994, by and between the
                  Company and Allstate Life Insurance Company, as such agreement
                  may be amended, restated or otherwise modified from time to
                  time.

                          Ponca City Litigation - An action entitled Facility
                 Constructors, Inc. v. Thorn Apple Valley, Inc. filed in
                 February, 1996, in District Court, Kay County, Oklahoma
                 against the Company in connection with the construction of the
                 Company's plant in Ponca City, Oklahoma.

                          Post-Default Rate - In respect of any Note, a rate of
                 interest equal to the sum of (i) the rate of interest
                 otherwise accruing in respect of the Notes under Section
                 1.1(a), Section 1.1(b) or Section 1.1(c), as the case may be,
                 plus (ii) 200 basis points.

                          Post-Restructuring Rate - In respect of any Note, a
                 rate of interest equal to the sum of (i) 6.45% plus (ii) the
                 Applicable Spread.

                          Pre-Restructuring Rate - In respect of any Note, a
                 rate of interest equal to the sum of (i) 6.45% plus (ii) 175
                 basis points.

                          Qualified Capital Infusion Amount - In respect of a
                 Qualified Capital Infusion Date, an amount equal to the
                 remainder of

                                  (a)      the product of

                                          (i)     (y)      if the aggregate
                                           amount of Qualified Capital Infusion
                                           Proceeds received after July 31,
                                           1996 and on or before such Qualified
                                           Capital Infusion Date is greater
                                           than or equal to $15,000,000, the
                                           greater of (A) $15,000,000 and (B)
                                           fifty percent (50%) of such
                                           aggregate amount; or

                                          (z)      if the aggregate amount of
                                           Qualified Capital Infusion Proceeds
                                           received after July 31, 1996 and on
                                           or before such Qualified Capital
                                           Infusion Date is less than
                                           $15,000,000, such aggregate amount,

                                  times

                                        (ii)    a fraction the numerator of
                                  which is the initial stated principal balance
                                  of the Notes (on the date of initial issuance
                                  thereof) and the denominator of which is
                                  $162,500,000,

                          minus

                                 Exhibit A-1-6

                                  (b)      the aggregate principal amount of
                          the Notes prepaid with Qualified Capital Infusion
                          Proceeds pursuant to Section 2.1(b) prior to such
                          Qualified Capital Infusion Date.

                          Qualified Capital Infusion Date - Any date, other
                 than April 30, 1997, on which the Company shall receive any
                 Qualified Capital Infusion Proceeds.

                          Qualified Capital Infusion Proceeds - Any Capital
                 Infusion Proceeds which are received by the Company after July
                 31, 1996 and on or before April 30, 1997, in connection with
                 the issuance of (i) equity of the Company or (ii) debt of the
                 Company which is expressed to be subordinated to the Notes on
                 terms which are satisfactory to the Noteholder in its sole and
                 absolute discretion.

                          Scheduled Amount - An amount equal to the remainder of

                                  (a)      the product of

                                        (i)     the greater of (A) $15,000,000
                                  and (B) fifty percent (50%) of the aggregate
                                  amount of Qualified Capital Infusion
                                  Proceeds,

                                  times

                                        (ii)    a fraction the numerator of
                                  which is the initial stated principal balance
                                  of the Notes (on the date of initial issuance
                                  thereof) and the denominator of which is
                                  $162,500,000,

                          minus

                                  (b)      the aggregate principal amount of
                          the Notes prepaid with Qualified Capital Infusion
                          Proceeds pursuant to Section 2.1(b) prior to April
                          30, 1997.

                          Scheduled Equity Proceeds -- An amount equal to the
                 lesser of (i) $3,000,000 and (ii) the actual amount of cash
                 and cash equivalents received by the Company after July 31,
                 1996 and on or before September 12, 1996 in respect of equity
                 investments from one or more of its shareholders, which shall
                 be provided on terms and conditions satisfactory to the
                 Noteholder in its sole discretion.

                          Security Documents - Shall have the meaning ascribed
                to such term in the Intercreditor Agreement.

                          Shared Lien -- The lien upon the Collateral created by
                the Security Documents in favor of the Creditor Parties.

                          Subsidiaries Guaranty - Shall have the meaning
                ascribed to the term "Guaranty" in the Intercreditor Agreement.

                                 Exhibit A-1-7

          TAVFSC - Shall mean Thorn Apple Valley Foreign Sales Corporation,
     a U.S. Virgin Islands corporation.

          Unscheduled Amortization Date - Any date on which the Company
     receives any Unscheduled Proceeds.

          Unscheduled Amount - In respect of an Unscheduled Amortization
     Date, an amount equal to the product of

                    (a)      the amount of Unscheduled Proceeds received by the
          Company on such Unscheduled Amortization Date,

          times

                    (b)      a fraction the numerator of which is the initial
          stated principal balance of the Notes (on the date of initial issuance
          thereof) and the denominator of which is $162,500,000.

          Unscheduled Proceeds - On any date, means:

                    (a)      with respect to the sale, transfer or other
          disposition by the Company or any Subsidiary of any capital asset
          (including the capital stock of any Subsidiary), the aggregate cash
          proceeds (including cash proceeds received by way of deferred payment
          of principal (together with interest thereon) pursuant to a note,
          installment receivable or otherwise, but only as and when received)
          received by the Company or any Subsidiary pursuant to such sale,
          transfer or other disposition, other than (i) the proceeds of asset
          sales as and to the extent permitted by Section 2.8(c), Section 2.8(x)
          or Section 2.8(y) of Exhibit A-2 to the Amendment Agreement, (ii)
          insurance proceeds permitted by the terms of the Security Documents to
          be used to repair or replace damaged or destroyed Property, and (iii)
          condemnation awards permitted by the terms of the Security Documents
          to be used to replace any subject Property, in each case, net of (A)
          the direct costs and expenses relating to such sale, transfer or other
          disposition (including, without limitation, sales commissions and
          legal, accounting and investment banking fees), (B) taxes paid or
          reasonably estimated by the Company to be payable as a result thereof
          (after taking into account any available tax credits or deductions and
          any tax sharing arrangements) and (C) amounts required to be applied
          to the repayment of any Indebtedness secured by a Lien on the asset
          subject to such sale, transfer or other disposition (other than any
          Creditor Obligations) that is senior to the Shared Lien; and

                    (b)      with respect to any Capital Infusion Proceeds which
          are received after April 30, 1997, the aggregate cash proceeds
          received by the Company or any Subsidiary pursuant to such issuance,
          net of the direct costs relating to such issuance (including, without
          limitation, sales and

                                 Exhibit A-1-8

         underwriter's commissions and legal, accounting and investment banking
         fees).

6.      AMENDMENTS TO SECTION 7 OF THE EXISTING NOTE AGREEMENT.

        (a)      Section 7.1 of the Existing Note Agreement is hereby
amended to read in its entirety as follows:

                 "7.1    Net Worth.  The Company will not at any time permit
            Consolidated Adjusted Net Worth to be less than the sum of
            $70,000,000 plus forty percent (40%) of Consolidated Net Income for
            each fiscal year of the Company commencing after May 30, 1996;
            provided, however, that if Consolidated Net Income is less than zero
            in any such fiscal year, Consolidated Net Income shall be deemed to
            be zero in such fiscal year for purposes of this Section 7.1".

                 (b)      Section 7.2(d) of the Existing Note Agreement is
hereby amended to read in its entirety as follows:

                       "(d)    Funded Debt (including refinancings, refundings
                  or extensions of Funded Debt described in Annex II hereto and
                  Current Debt deemed to constitute Funded Debt pursuant to the
                  definition of Funded Debt in Section 5.1), so long as after
                  giving effect thereto and the application of the proceeds
                  thereof:

                                  (i)      at all times on or before May 31,
                       1998, the amount of total Funded Debt of the Company
                       and its Subsidiaries then outstanding would not
                       exceed sixty-two and one-half percent (62.5%) of
                       Consolidated Total Capitalization determined as of
                       the end of the Company's prior fiscal quarter; and

                                  (ii)     at all times after May 31, 1998, (x)
                       the amount of total Funded Debt of the Company and
                       its Subsidiaries (other than Subordinated Debt)
                       outstanding would not exceed fifty-five percent (55%)
                       of Consolidated Total Capitalization and (y) the
                       amount of total Funded Debt of the Company and its
                       Subsidiaries outstanding would not exceed sixty-five
                       percent (65%) of Consolidated Total Capitalization."

                 (c)   Section 7.2(e) of the Existing Note Agreement is
hereby amended by deleting the phrase "twenty percent (20%)" contained
therein and replacing it with "ten percent (10%)".

                 (d)   Section 7.3 of the Existing Note Agreement is hereby
amended to read in its entirety as follows:

                       "Fixed Charge Ratio.  The Company will not, (a) as of
                 the end of any fiscal quarter from the date hereof to and
                 including May 31, 1996, permit the ratio of Consolidated Cash
                 Flow Available for Fixed Charges to Consolidated Fixed Charges
                 for the preceding twelve months to be less than 0.75 to 1.0,
                 and (b) as of the end of any fiscal quarter from and after
                 June 1, 1996, permit the ratio of

                                 Exhibit A-1-9

         Consolidated Net Income Available for Fixed Charges to Consolidated
         Fixed Charges for the preceding twelve months to be less than 1.5 to
         1.0.

         (e)      Section 7.4 of the Existing Note Agreement is hereby
         amended as follows:

                  (i)     The word "and" at the end of Section 7.4(j) of the
         Existing Note Agreement is hereby deleted.

                  (ii)    The phrase "20%" contained in Section 7.4(k)
         of the Existing Note Agreement is hereby deleted and replaced
         with "10%".

                  (iii)   The period at the end of Section 7.4(k) of
         the Existing Note Agreement is hereby deleted and the phrase
         "; and" is hereby inserted in its place.

                  (iv)    A new Section 7.4(l) is hereby added to the
         Existing Note Agreement, after Section 7.4(k) of the Existing
         Note Agreement and before the final paragraph of Section 7.4
         of the Existing Note Agreement, which shall read in its
         entirety as follows:

                         "(l)     the Shared Lien."

                  (v)     A new sentence is hereby added at the end of
         the last paragraph of Section 7.4 of the Existing Note
         Agreement, which shall read in its entirety as follows:

                  "The creation, assumption, incurrence or permission
                  to exist of any such non-permitted Lien will
                  constitute an Event of Default hereunder, regardless
                  of whether any such provision is made in accordance
                  with the immediately preceding sentence."

         (f)      Section 7.5 of the Existing Note Agreement is hereby
                  amended as follows:

                  (i)     The phrase "the Company could not incur an
         additional $1.00 of Funded Debt pursuant to Section 7.2, (ii)"
         contained in the text after paragraph (e) thereof and before
         paragraph (x) thereof is hereby deleted.

                  (ii)    The phrase "(iii)" contained in the text
        after paragraph (e) thereof and before paragraph (x) thereof
        is hereby deleted and replaced with "(ii)".

                  (iii)   Each reference to "May 31, 1993" contained therein
        is hereby deleted and replaced with "May 31, 1996".

                  (iv)    The phrase "$15,000,000" appearing in paragraph (x)
        thereof is hereby deleted and replaced with "$5,000,000".

                                 Exhibit A-1-10

                 (g)      Section 7.6(a) of the Existing Note Agreement is
hereby amended as follows:

                         (i)     The word "and" is hereby inserted at the end
of paragraph (i) thereof.

                         (ii)    The phrase "; and" at the end of paragraph
(ii) thereof is hereby deleted and replaced with a period.

                          (iii)   Paragraph (iii) thereof is hereby deleted in
its entirety.

7.      AMENDMENTS TO SECTION 8.1 OF THE EXISTING NOTE AGREEMENT.

        (a)      Section 8.1(c) of the Existing Note Agreement is hereby amended
to read in its entirety as follows:

             "(c)    Default shall occur (i) in the payment of the principal of,
        premium, or interest on any other Indebtedness of the Company or its
        Subsidiaries, aggregating in excess of $1,000,000 in principal amount as
        and when due and payable (whether by lapse of time, declaration, call
        for redemption or otherwise), (ii) under any mortgage, agreement or
        other instrument of the Company or any Subsidiary securing such
        Indebtedness or under or pursuant to which such Indebtedness aggregating
        in excess of $1,000,000 is issued, (iii) under any leases other than
        Capitalized Leases of the Company or any Subsidiary, with aggregate
        Rentals in excess of $1,000,000, (iv) with respect to any combination of
        the foregoing involving Indebtedness and/or Rentals aggregating in
        excess of $1,000,000, regardless of whether such defaults would be
        Events of Default hereunder, or (v) in the performance or observance of
        any obligation or condition with respect to any such Indebtedness and/or
        Rentals aggregating in excess of $1,000,000, regardless of whether such
        defaults would be Events of Default hereunder, if the effect of such
        default is to accelerate the maturity of any such Indebtedness and/or
        Rentals or such default shall continue unremedied for any applicable
        period of time sufficient to permit the holder or holders of such
        Indebtedness or the parties to such Capitalized Leases, or any trustee
        or agent for such holders or parties, to cause such Indebtedness and/or
        Rentals to become due and payable prior to its/their expressed
        maturity."

        (b)      Section 8.1(d) of the Existing Note Agreement is hereby
amended to read in its entirety as follows:

                      "(d)    (i)      At any time prior to the Covenant
                      Reversion Date (as defined in the Amendment Agreement),
                      default in the observance or performance of any of the
                      provisions of Section 1.8 or Section 2 of Exhibit A-2 to
                      the Amendment Agreement or Section 8.7 of this Agreement.

                      (ii)     At any time on or after the Covenant Reversion
                      Date (as defined in the Amendment Agreement), default in
                      the observance or

                                 Exhibit A-1-11

                performance of any of the provisions of Sections 7.1 through
                7.10 or Section 8.7 of this Agreement."

      (c)       Section 8.1(f) of the Existing Note Agreement is hereby amended
to read in its entirety as follows:

                    "(f)    Any representation or warranty made by the Company
                in this Agreement or the Amendment Agreement, or made by the
                Company or any Subsidiary in any written statement or
                certificate furnished by the Company or any Subsidiary in
                connection with the issuance, or any amendment or restatement
                of, the Notes, or furnished by the Company pursuant to this
                Agreement or the Amendment Agreement, proves incorrect in any
                material respect as of the date of the issuance or making
                thereof;"

                (d)      Section 8.1(g) of the Existing Note Agreement is hereby
amended to read in its entirety as follows:

                    "(g)    Any fines, penalties, judgments, writs or warrants
                of attachment or any similar processes individually or in the
                aggregate in excess of $2,000,000 shall be entered or filed
                against the Company or any Subsidiary or against any Property or
                assets of either and remain unpaid, unvacated, unbonded or
                unstayed (through appeal or otherwise) for a period of 30 days
                after the Company or any Subsidiary receives notice thereof;
                provided, however, that this clause (g) shall not include any
                judgment against the Company in respect of the Ponca City
                Litigation for an amount not greater than the sum of $6,000,000
                plus interest accrued thereon;"

                (e)      The word "or" at the end of Section 8.1(h) of the
Existing Note Agreement is hereby deleted.

                (f)      The period at the end of Section 8.1(i)(vii) of the
Existing Note Agreement is hereby deleted and a semi-colon is hereby inserted in
its place.

                (g)      Section 8.1(j) of the Existing Note Agreement is hereby
amended to read in its entirety as follows:

                    "(j)    The Company shall fail to receive at least
                $15,000,000 of Qualified Capital Infusion Proceeds on or before
                April 30, 1997;"

                (h)      A new Section 8.1(k), a new Section 8.1(l) and a new
Section 8.1(m) are hereby added to the Existing Note Agreement, after Section
8.1(j) and before Section 8.2 thereof, which shall read in their entirety as
follows:

                    "(k)    The Company or any Subsidiary shall fail to comply
                in any material respect with any one or more of the provisions
                or requirements contained in the Security Documents; or any of
                the Security Documents shall cease for any reason to be in full
                force or effect or is declared to be null and void or the
                Company or any Subsidiary shall disavow its respective
                obligations thereunder, or shall contest the validity or
                enforceability of any thereof or gives notice to such effect; or
                any

                                 Exhibit A-1-12

                 Lien purported to be granted pursuant to any of the Security
                 Documents for any reason (other than release or termination
                 thereof by the Collateral Agent or the Creditor Parties) shall
                 cease to be a legal, valid or enforceable Lien on the Property
                 subject thereto with the priority purported to be granted
                 pursuant to such Security Documents (other than as a result of
                 the failure of the Collateral Agent or any Creditor Party to
                 take any action solely within its control);

                          (l)     Any Subsidiary shall fail to comply in any
                 material respect with any one or more of the provisions or
                 requirements contained in the Subsidiaries Guaranty; or the
                 Subsidiaries Guaranty shall cease for any reason to be in full
                 force or effect or is declared to be null and void (other than
                 in respect of TAVFSC) or any Subsidiary shall disavow its
                 respective obligations thereunder, or shall contest the
                 validity or enforceability thereof or gives notice to such
                 effect; or

                          (m)     The Company shall make, or shall be required
                 by one or more final judgments to make, any payment or
                 payments in an aggregate amount greater than the sum of
                 $6,000,000 plus accrued interest in satisfaction of one or
                 more judgments against the Company in respect of the Ponca
                 City Litigation."

         8.      AMENDMENT TO SECTION 8.2 OF THE EXISTING NOTE AGREEMENT.
Section 8.2 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "8.2     Remedies on Default.  When any Event of Default
         described in paragraph (a) through paragraph (h), inclusive, or
         paragraph (j) through paragraph (m), inclusive, of Section 8.1 has
         happened and is continuing, the holder or holders of at least 66 2/3%
         in aggregate principal amount of the Notes, the May 1995 Series Notes
         and the October 1994 Series Notes (taken together and voting as one
         class) then outstanding (exclusive of Notes, May 1995 Series Notes and
         October 1994 Series Notes held in the name of, or owned beneficially
         by, any one or more of the Company, any Subsidiary or any Affiliate)
         may by notice to the Company declare the entire principal, together
         with the premium set forth below, and all interest accrued on all
         Notes to be, and such Notes shall thereupon become, forthwith due and
         payable, without any presentment, demand, protest or other notice of
         any kind, all of which are expressly waived.  Notwithstanding the
         foregoing, when

                          (i)     any Event of Default described in paragraph
                 (a) or paragraph (b) of Section 8.1 has happened and is
                 continuing, any holder may by notice to the Company declare
                 the entire principal, together with the premium set forth
                 below, and all interest accrued on the Notes then held by such
                 holder to be, and such Notes shall thereupon become, forthwith
                 due and payable, without any presentment, demand, protest or
                 other notice of any kind, all of which are expressly waived,
                 and

                          (ii)    any Event of Default described in paragraph
                 (i) of Section 8.1 has happened, then all outstanding Notes
                 shall immediately become due and payable without presentment,
                 demand or notice of any kind.

                                 Exhibit A-1-13

         Upon the Notes or any of them becoming due and payable as aforesaid,
         the Company will forthwith pay to the holders of such Notes the entire
         principal of and interest accrued on such Notes, plus, to the extent
         permitted by law, a premium in the event that the Reinvestment Yield
         shall, on the Determination Date, be less than the interest rate
         payable on or in respect of the Notes.  Such premium shall equal (x)
         the aggregate present value of the principal so accelerated and the
         aggregate present value of the interest which would have been payable
         in respect of such principal (at the rate of 6.45% per annum) absent
         such accelerated payment, determined by discounting (semi-annually on
         the basis of a 360-day year composed of twelve 30-day months) each
         such amount utilizing an interest factor equal to the Reinvestment
         Yield, less (y) the principal amount so accelerated."

         9.      AMENDMENT TO SECTION 8.3 OF THE EXISTING NOTE AGREEMENT.
Section 8.3 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "8.3     Annulment of Acceleration of Notes.  The provisions
         of Section 8.2 are subject to the condition that if the principal of
         and accrued interest on the Notes have been declared immediately due
         and payable by reason of the occurrence of any Event of Default
         described in paragraph (c) through paragraph (h), inclusive, or
         paragraph (j) through paragraph (m), inclusive, of Section 8.1, the
         holder or holders of at least 70% in aggregate principal amount of the
         Notes, the May 1995 Series Notes and the October 1994 Series Notes
         (taken together and voting as one class) then outstanding (exclusive
         of Notes, May 1995 Series Notes and October 1994 Series Notes held in
         the name of, or owned beneficially by, any one or more of the Company,
         any Subsidiary or any Affiliate) may, by written instrument filed with
         the Company, rescind and annul such declaration and the consequences
         thereof; provided that (i) at the time such declaration is annulled
         and rescinded no judgment or decree has been entered for the payment
         of any monies due pursuant to the Notes or this Agreement, (ii) all
         arrears of interest upon all the Notes and all other sums payable
         under the notes and under this Agreement (except any principal,
         interest or premium on the Notes which has become due and payable
         solely by reason of such declaration under Section 8.2) shall have
         been duly paid and (iii) each and every Event of Default shall have
         been cured or waived; and provided further, that no such rescission
         and annulment shall extend to or affect any subsequent Default or
         Event of Default or impair any right consequent thereto."

         10.     AMENDMENT TO SECTION 8.4 OF THE EXISTING NOTE AGREEMENT.
Section 8.4 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "8.4     Remedies on Default.  If an Event of Default shall be
         continuing, any holder of Notes may enforce its rights by suit in
         equity, by action at law, or by any other appropriate proceedings,
         whether for the specific performance (to the extent permitted by law)
         of any covenant or agreement contained in this Agreement, and may
         enforce the payment of any Note held by such holder and any of its
         other legal or equitable rights, provided that the maturity of such
         holder's Notes may be accelerated only in accordance with Section
         8.2."

                                 Exhibit A-1-14

         11.     AMENDMENTS TO SECTION 9.1 OF THE EXISTING NOTE AGREEMENT.
Section 9.1 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "9.1     Matters Subject to Modification.  Any term, covenant,
         agreement or condition of this Agreement may, with the consent of the
         Company, be amended, or compliance therewith may be waived (either
         generally or in a particular instance and either retroactively or
         prospectively), if the Company shall have obtained the consent in
         writing of the holder or holders of at least 66 2/3% in aggregate
         principal amount of the Notes, the May 1995 Series Notes and the
         October 1994 Series Notes (taken together and voting as one class)
         then outstanding;
                                     provided, however, that, without the
         written consent of the holder or holders of all of the Notes, May 1995
         Series Notes and October 1994 Series Notes then outstanding, no such
         waiver, modification, alteration or amendment shall be effective which
         will (i) change the time of payment (including any required
         prepayment) of the principal of or the interest on any Note, (ii)
         reduce the principal amount thereof or the premium, if any, or change
         the rate of interest thereon, (iii) change any provision of any
         instrument affecting the preferences between holders of the Notes or
         between holders of the Notes and other creditors of the Company, or
         (iv) change any of the provisions of Section 6.10, Section 8 or this
         Section 9.

                 For the purpose of determining whether the holder or holders
         of all or any requisite principal amount of Notes, or of Notes, May
         1995 Series Notes and October 1994 Series Notes, have made or
         concurred in any waiver, consent, approval, notice or other
         communication under this Agreement, any and all Notes, May 1995 Series
         Notes and October 1994 Series Notes held in the name of, or owned
         beneficially by, the Company, any Subsidiary or any Affiliate thereof,
         shall not be deemed outstanding.

         12.     AMENDMENTS TO SECTION 9.2 OF THE EXISTING NOTE AGREEMENT.
Section 9.2 of the Existing Note Agreement is hereby amended to read in its
entirety as follows:

                 "9.2     Solicitation of Holders of Notes.  The Company will
         not solicit, request or negotiate for or with respect to any proposed
         waiver or amendment of any of the provisions of this Agreement or the
         Notes unless each record holder of the Notes and each record holder of
         May 1995 Series Notes and October 1994 Series Notes (irrespective of
         the amount of Notes or May 1995 Series Notes or October 1994 Series
         Notes then owned by it) shall concurrently be informed thereof by the
         Company and shall be afforded the opportunity of considering the same
         and shall be supplied by the Company with sufficient information to
         enable it to make an informed decision with respect thereto.  Executed
         or true and correct copies of any waiver or consent effected pursuant
         to the provisions of this Section 9 shall be delivered by the Company
         to each holder of outstanding Notes and each holder of May 1995 Series
         Notes and October 1994 Series Notes forthwith following the date on
         which the same shall have become effective in accordance with the
         terms thereof and of this Section 9.  The Company will not, directly
         or indirectly, pay or cause to be paid any remuneration, whether by
         way of supplemental or additional interest, fee or otherwise, to any
         holder of Notes or any holder of May 1995 Series Notes or October 1994
         Series Notes as consideration for or as an inducement to the entering
         into by any holder of Notes or any holder of May 1995 Series Notes or
         October 1994 Series Notes of any waiver or amendment of any of the
         terms and provisions of this Agreement unless such remuneration is
         concurrently paid, on the same

                                 Exhibit A-1-15

         terms, ratably to the holders of all Notes, May 1995 Series Notes and
         October 1994 Series Notes then outstanding.  Any consent made pursuant
         to this Section 9 by a holder of Notes that has transferred or has
         agreed to transfer its Notes to the Company or any Affiliate or has
         agreed to provide such written consent as a condition to such transfer
         shall be void and of no force and effect except solely as to such
         holder, and any amendments effected or waivers granted or to be
         effected or granted that would not have been or would not be so
         effected or granted but for such consent (and the consents of all
         other holders of Notes and holders of May 1995 Series Notes and
         October 1994 Series Notes that were acquired under the same or similar
         conditions) shall be void and of no force and effect, retroactive to
         the date such amendment or waiver initially took or takes effect,
         except solely as to such holder.

         13.     AMENDMENT TO FORM OF NOTES AND AMENDMENT AND RESTATEMENT OF
NOTES.  (i) Exhibit A to the Existing Note Agreement is hereby amended to read
in its entirety as set forth below and (ii) each of the Notes shall,
contemporaneously with the delivery of this Agreement, be amended and restated
in the form set forth below:

                 [Remainder of page intentionally left blank.]

                                 Exhibit A-1-16

                                                                      "EXHIBIT A

                            THORN APPLE VALLEY, INC.

                                  SENIOR NOTE

                               DUE APRIL 21, 2006

                                PPN: 885184 C* 0

                           _________________________

                 THIS NOTE MAY BE SUBJECT TO A HOME OFFICE PAYMENT AGREEMENT
         AND ACCORDINGLY ANY PROSPECTIVE PURCHASERS SHOULD FIRST VERIFY THE
         UNPAID PRINCIPAL AMOUNT WITH THE COMPANY.

                           _________________________

         Registered Note No. R-____                               [Date]
         $________________________

                 THORN APPLE VALLEY, INC., a Michigan corporation (the
         "Company"), for value received, hereby promises to pay to
         ________________________ or registered assigns, on the twenty-first
         day of April, 2006, the principal amount of _________________ Dollars
         ($________) and to pay interest (computed on the basis of a 360-day
         year of twelve 30-day months) on the principal amount from time to
         time remaining unpaid hereon at the rate set forth in the Note
         Agreement hereinafter defined from the date hereof until maturity,
         payable at the times set forth in the Note Agreement hereinafter
         defined, and at maturity, and to pay interest on overdue principal,
         premium and (to the extent legally enforceable) on any overdue
         installment of interest at the rate set forth in the Note Agreement
         hereinafter defined after maturity or the due date thereof, whether by
         acceleration or otherwise, until paid.  Payments of the principal of,
         the premium, if any, and interest on this Note shall be made in lawful
         money of the United States of America in the manner and at the place
         provided in Section 2.5 of the Note Agreement hereinafter defined.

                 This Note is issued under and pursuant to the terms of a Note
         Agreement, dated as of April 1, 1994, entered into by the Company with
         the Purchaser named in Schedule I thereto (as amended from time to
         time, the "Note Agreement"), and this Note and any holder hereof are
         entitled to all of the benefits and are bound by the terms provided
         for in such Note Agreement.  The provisions of the Note Agreement are
         incorporated in this Note to the same extent as if set forth at length
         herein.

                 This Note has not been registered under the Securities Act as
         provided in the Note Agreement, any transfer is subject to compliance
         with the terms of the Note Agreement and upon surrender of this Note
         for registration of transfer, duly endorsed or accompanied by a
         written instrument of transfer duly executed by the registered holder
         hereof or its attorney duly authorized in writing, a new Note for a
         like unpaid principal

                                 Exhibit A-1-17

         amount will be issued to, and registered in the name of, the
         transferee upon the payment of the taxes or other governmental
         charges, if any, that may be imposed in connection therewith.  The
         Company may treat the person in whose name this Note is registered as
         the owner hereof for the purpose of receiving payment for all other
         purposes, and the Company shall not be affected by any notice to the
         contrary.

                 Under certain circumstances, this Note may be declared due
         prior to its expressed maturity date.  Required prepayments must be
         made hereon as set forth in the Note Agreement.  Voluntary and other
         prepayments may be made hereon in the events, on the terms and in the
         manner as provided in the Note Agreement.

                 Should the indebtedness represented by this Note or any part
         thereof be collected in any proceeding provided for in the Note
         Agreement or be placed in the hands of attorneys for collection, the
         Company agrees to pay, in addition to the principal, premium, if any,
         and interest due and payable hereon, to the extent legally
         enforceable, all costs of collecting this Note, including reasonable
         attorneys' fees and expenses.

                 This Note and the Note Agreement are governed by and construed
         in accordance with the laws of the State of Illinois.

                                                        THORN APPLE VALLEY, INC.

                                                      By:_______________________

                                                      Its:"

                                 Exhibit A-1-18

                                                                     EXHIBIT A-2

                              TEMPORARY COVENANTS(1)

         SECTION 1.       AFFIRMATIVE COVENANTS.  The Borrower agrees with the
Agent and each Creditor Party that the Borrower will perform the obligations
set forth in this Section 1 and in Sections 6.3, 6.6(e), 6.6(f), 6.6(g),
6.6(h), 6.6(i), 6.8, 6.10, 6.11, and 6.12 of the Existing Note Agreement.

         SECTION 1.1.     FINANCIAL INFORMATION, REPORTS, NOTICES, ETC.  The
Borrower will furnish, or will cause to be furnished, to each Creditor Party
and the Agent copies of the following financial statements, reports, notices
and information:

                 (a)      Weekly Reporting -- on the last Business Day of each
week,

                          (i)     a Borrowing Base Certificate setting forth a
                 calculation of the Borrowing Base as of the last Business Day
                 of the preceding week; and

                          (ii)    a Weekly P&L Statement in respect of the
preceding week;

                 (b)      Fiscal Periodic Reporting --

                          (i)     as soon as available and in any event within
                 26 days after the end of each of the first twelve Fiscal
                 Periods of each Fiscal Year, consolidated balance sheets of
                 the Borrower and its Subsidiaries as of the end of such Fiscal
                 Period and consolidated statements of earnings and cash flow
                 of the Borrower and its Subsidiaries for such Fiscal Period
                 and for the period commencing at the end of the previous
                 Fiscal Year and ending with the end of such Fiscal Period,
                 certified as true and correct by the chief financial
                 Authorized Officer of the Borrower (the parties hereto
                 acknowledge that such financial statements will not have been
                 audited, and that the annual audit of the Borrower may require
                 adjustments to the figures presented therein);

                          (ii)    as soon as available and in any event within
                 26 days after the end of each Fiscal Period of each Fiscal
                 Year, a comparison of

                                  (A)      the actual consolidated balance
                          sheet of the Borrower and its Subsidiaries as of the
                          end of such Fiscal Period and actual consolidated
                          statements of earnings and cash flow of the Borrower
                          and its Subsidiaries for such Fiscal Period and for
                          the period commencing at the end of the previous
                          Fiscal Year and ending with the end of such Fiscal
                          Period (the parties hereto acknowledge that such
                          financial statements will not have been audited, and
                          that the annual audit of the Borrower may require
                          adjustments to the figures presented therein), with

                 ________________________

                 (1)     Capitalized  terms used in this Exhibit A-2 are defined
            in Section 3 of this Exhibit A-2.

                                 Exhibit A-2-1

                                  (B)      the budgeted consolidated balance
                          sheet of the Borrower and its Subsidiaries as of the
                          end of such Fiscal Period and the budgeted
                          consolidated statements of earnings and cash flow of
                          the Borrower and its Subsidiaries for such Fiscal
                          Period and for the period commencing at the end of
                          the previous Fiscal Year and ending with the end of
                          such Fiscal Period, in each case, contained in the
                          most recent Rolling Projection (defined below),

                 certified as true and correct by the chief financial
                 Authorized Officer of the Borrower;

                          (iii)   as soon as available and in any event within
                 26 days after the end of each of the first twelve Fiscal
                 Periods of each Fiscal Year and within 90 days after the end
                 of the last Fiscal Period of each Fiscal Year, a certificate,
                 executed by the chief financial Authorized Officer of the
                 Borrower, showing (in reasonable detail and with appropriate
                 calculations and computations in all respects satisfactory to
                 the Agent and each Creditor Party) compliance with the
                 financial covenants set forth in Section 2.4; and

                          (iv)    as soon as available and in any event within
                 30 days after the end of each Fiscal Period of each Fiscal
                 Year, a management report describing in detail the Company's
                 results of operations during such Fiscal Period and
                 explaining, among other things, (x) any material variances
                 demonstrated by the comparison delivered in respect of such
                 Fiscal Period pursuant to clause (ii) above and (y) any
                 failure to comply with financial covenants identified in the
                 certificate delivered in respect of such Fiscal Period
                 pursuant to clause (iii) above;

                 (c)      Quarterly Reporting -- as soon as available and in
         any event within 45 days after the end of each of Fiscal Quarter of
         each Fiscal Year, a projection (each, a "Rolling Projection"), for
         each of the thirteen Fiscal Periods next succeeding the last day of
         such Fiscal Quarter, of the consolidated balance sheet of the Borrower
         and its Subsidiaries as of the end of each such next succeeding Fiscal
         Period and the budgeted consolidated statements of earnings and cash
         flow of the Borrower and its Subsidiaries for each such next
         succeeding Fiscal Period and for the period commencing at the end of
         such Fiscal Quarter and ending with the end of each such next
         succeeding Fiscal Period, certified as true and correct by the chief
         financial Authorized Officer of the Borrower;

                 (d)      Annual Reporting --

                          (i)     as soon as available and in any event within
                 90 days after the end of each Fiscal Year of the Borrower, a
                 copy of the annual audit report (including, without
                 limitation, any accompanying or related auditor's letter and
                 the Borrower's responses thereto) for such Fiscal Year for the
                 Borrower and its Subsidiaries, including therein consolidated
                 balance sheets of the Borrower and its Subsidiaries as of the
                 end of such Fiscal Year and consolidated statements of
                 earnings and cash flow of the Borrower and its Subsidiaries
                 for such Fiscal Year, in each case certified (without any
                 Impermissible Qualification) in a manner acceptable to the
                 Agent and each of the Creditor Parties by Coopers & Lybrand or
                 other

                                 Exhibit A-2-2

                 independent public accountants acceptable to the Agent and
                 each of the Creditor Parties, together with a certificate from
                 such accountants to the effect that, in making the examination
                 necessary for the signing of such annual report by such
                 accountants, they have not become aware of any Default or
                 Event of Default that has occurred and is continuing, or, if
                 they have become aware of such Default or Event of Default,
                 describing such Default or Event of Default and the steps, if
                 any, being taken to cure it; provided, however, that in the
                 case of the Company's financial statements for the Fiscal Year
                 ended May 31, 1996, such audit opinion shall be delivered not
                 later than September 13, 1996;

                          (ii)    together with the financial reports delivered
                 pursuant to paragraph (i) of this Section 1.1(d), a
                 certificate of the independent certified public accountants
                 (i) stating that in making the examination necessary for
                 expressing an opinion on such financial statements, nothing
                 came to their attention that caused them to believe that there
                 is in existence or has occurred any Default or Event of
                 Default under any of the Financing Agreements (as defined in
                 the Intercreditor Agreement) or, if such accountants shall
                 have obtained knowledge of any such Default or Event of
                 Default, describing the nature thereof and the length of time
                 it has existed and (ii) acknowledging that the Creditor
                 Parties may rely on their opinion on such financial
                 statements;

                 (e)      Defaults -- as soon as possible and in any event
         within three days after the occurrence of each Default, a statement of
         the chief financial Authorized Officer of the Borrower setting forth
         details of such Default and the action which the Borrower has taken
         and proposes to take with respect thereto;

                 (f)      Litigation -- as soon as possible and in any event
         within three days after (x) the occurrence of any adverse development
         with respect to any litigation, action, proceeding, or labor
         controversy described in Section 6.7 of the Bank Credit Agreement or
         (y) the commencement of any labor controversy, litigation, action,
         proceeding of the type described in Section 6.7 of the Bank Credit
         Agreement, notice thereof and copies of all documentation relating
         thereto;

                 (g)      Securities Reports, etc. -- promptly after the
         sending or filing thereof, copies of all reports which the Borrower
         sends to any of its securityholders, and all reports and registration
         statements which the Borrower or any of its Subsidiaries files with
         the Securities and Exchange Commission or any national securities
         exchange;

                 (h)      Pension Plans -- immediately upon becoming aware of
         the institution of any steps by the Borrower or any other Person to
         terminate any Pension Plan, or the failure to make a required
         contribution to any Pension Plan if such failure is sufficient to give
         rise to a Lien under section 302(f) of ERISA, or the taking of any
         action with respect to a Pension Plan which could result in the
         requirement that the Borrower furnish a bond or other security to the
         PBGC or such Pension Plan, or the occurrence of any event with respect
         to any Pension Plan which could result in the incurrence by the
         Borrower of any material liability, fine or penalty, or any material
         increase in the contingent liability of the Borrower with respect to
         any post-retirement Welfare Plan benefit, notice thereof and copies of
         all documentation relating thereto; and

                                 Exhibit A-2-3

                 (i)      Other -- such other information respecting the
         condition or operations, financial or otherwise, of the Borrower or
         any of its Subsidiaries as any Creditor Party may from time to time
         reasonably request.

         SECTION 1.2.     COMPLIANCE WITH LAWS, ETC.  The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with
all applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

                 (a)      the maintenance and preservation of its corporate
         existence and qualification as a foreign corporation; and

                 (b)      the payment, before the same become delinquent, of
         all taxes, assessments and governmental charges imposed upon it or
         upon its Property except to the extent being diligently contested in
         good faith by appropriate proceedings and for which adequate reserves
         in accordance with GAAP shall have been set aside on its books.

         SECTION 1.3.     CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES.

                 (a)      The Borrower will maintain and preserve, and will
         cause each Subsidiary to maintain and preserve, its corporate
         existence and right to carry on its business and will use, and cause
         each Subsidiary to use, its best efforts to maintain, preserve, renew
         and extend all of its rights, powers, privileges and franchises
         necessary to the proper conduct of its business.

                 (b)      The Borrower will, and will cause each of its
         Subsidiaries to, maintain, preserve, protect and keep its properties
         in good repair, working order and condition, and make necessary and
         proper repairs, renewals and replacements so that its business carried
         on in connection therewith may be properly conducted at all times
         unless the Borrower determines in good faith that the continued
         maintenance of any of its properties is no longer economically
         desirable.

         SECTION 1.4.     INSURANCE.  The Borrower will, and will cause each of
its Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to its properties and business
(including business interruption insurance) against such casualties and
contingencies and of such types and in such amounts and with only such
deductibles as is customary in the case of similar businesses and will, upon
request of the Agent or any Creditor Party, furnish to each Creditor Party at
reasonable intervals a certificate of an Authorized Officer of the Borrower
setting forth the nature and extent of all insurance maintained by the Borrower
and its Subsidiaries in accordance with this Section.

         SECTION 1.5.     BOOKS AND RECORDS.  The Borrower will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Agent and each of
(i) the Noteholders as a group and (ii) the Lenders as a group, or any of their
respective representatives, at reasonable times and intervals, to visit all of
its offices, to discuss its financial matters with its officers and independent
public accountant (and the Borrower hereby authorizes such independent public
accountant to discuss the Borrower's financial matters with each Creditor Party
or its representatives whether or not any

                                 Exhibit A-2-4

representative of the Borrower is present) and to examine (and, at the expense
of the Borrower, photocopy extracts from) any of its books or other corporate
records.  The Borrower shall pay any fees of such independent public accountant
incurred in connection with the Agent's or any Creditor Party's exercise of its
rights pursuant to this Section.

         SECTION 1.6.     ENVIRONMENTAL COVENANT.  The Borrower will, and will
cause each of its Subsidiaries to:

                 (a)      use and operate all of its facilities and properties
         in material compliance with all Environmental Laws, keep all necessary
         permits, approvals, certificates, licenses and other authorizations
         relating to environmental matters in effect and remain in material
         compliance therewith, and handle all Hazardous Materials in material
         compliance with all applicable Environmental Laws;

                 (b)      immediately notify the Agent and each Creditor Party
         and provide copies upon receipt of all written claims, complaints,
         notices or inquiries from governmental authorities relating to the
         condition of its facilities and properties or compliance with
         Environmental Laws, and shall promptly cure and have dismissed with
         prejudice to the satisfaction of the Agent and each Creditor Party any
         actions and proceedings relating to compliance with Environmental
         Laws; and

                 (c)      provide such information and certifications which the
         Agent or any Creditor Party may reasonably request from time to time
         to evidence compliance with this Section 1.6.

         SECTION 1.7.     EQUITY OR SUBORDINATED DEBT.

                 (a)      The Borrower shall receive at least $15,000,000 in
         proceeds of Subordinated Debt on or before April 30, 1997.

                 (b)      In the event that the Borrower shall fail to receive
         at least $15,000,000 in proceeds of equity or Subordinated Debt on or
         before January 31, 1997, the Borrower shall retain a
         nationally-recognized investment advisor, who shall be acceptable to
         the Creditor Parties, to set up and implement a plan (a copy of which
         shall be provided to each Creditor Party) to raise such proceeds on or
         before April 30, 1997.

         SECTION 1.8.     COLLATERAL MATTERS.  The Borrower shall, and shall
cause each Subsidiary to, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, any and all acts, deeds, conveyances,
security agreements, mortgages, assignments, estoppel certificates, financing
statements and continuations thereof, termination statements, notices of
assignment, transfers, certificates, assurances and other instruments, and do
such further acts, as the Collateral Agent may reasonably request from time to
time in order:

                 (a)      to ensure that

                          (i)     the obligations of the Borrower hereunder and
                 under the other Financing Agreements (as defined in the
                 Intercreditor Agreement) are secured by substantially all
                 assets of the Borrower, subject to the exceptions set forth in

                                 Exhibit A-2-5

                 Exhibit A-3 and guaranteed, pursuant to the Subsidiaries
                 Guaranty, by all Subsidiaries (including, promptly upon the
                 acquisition or creation thereof, any Subsidiary created or
                 acquired after the Effective Date), and

                          (ii)    the obligations of each Subsidiary under the
                 Subsidiaries Guaranty are secured by substantially all of the
                 assets of such Subsidiary, and

                 (b)      to perfect and maintain the validity, effectiveness
         and priority of any of the Security Documents and the Liens intended
         to be created thereby, subject to the exceptions set forth in Exhibit
         A-3.

Without limiting the generality of the foregoing, the Borrower shall, and shall
cause each Subsidiary to, take the actions in respect of Collateral set forth
on Exhibit A-3 within the times set forth therein.  Contemporaneously with the
execution and delivery of any document referred to above, the Borrower shall,
and shall cause each Subsidiary to, deliver all resolutions, opinions and
corporate documents as the Collateral Agent may reasonably request to confirm
the enforceability of such document and the perfection of the security interest
created thereby, if applicable.

         SECTION 2.       NEGATIVE COVENANTS.  The Borrower agrees with the
Agent and each Creditor Party that the Borrower will perform the obligations
set forth in this Section 2.

         SECTION 2.1.     BUSINESS ACTIVITIES.  The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any business activity, except
the business of processing food and such activities as may be incidental or
related thereto.

         SECTION 2.2.     INDEBTEDNESS.  The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or suffer to exist or otherwise
become or be liable in respect of any Indebtedness, other than, without
duplication, the following:

                 (a)      Indebtedness in respect of the Creditor Obligations;

                 (b)      Indebtedness existing as of the Effective Date which
         is identified in Item 2.2(b) ("Ongoing Indebtedness") of the
         Disclosure Schedule attached hereto;

                 (c)      Indebtedness secured by Liens described in clause (h)
         or (j) of Section 2.3;

                 (d)      unsecured Indebtedness incurred in the ordinary
         course of business (including open accounts extended by suppliers on
         normal trade terms in connection with purchases of goods and services,
         but excluding Indebtedness incurred through the borrowing of money or
         Guaranties);

                 (e)      Hedging Obligations to a Lender;

                 (f)      Subordinated Debt; or

                 (g)      obligations in respect of Capital Leases in an
         aggregate amount not to exceed $7,000,000 at any time.

                                 Exhibit A-2-6

         SECTION 2.3.     LIENS.  The Borrower will not, and will not permit
any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any
of its property, revenues or assets, whether now owned or hereafter acquired,
except:

                 (a)      Liens for taxes, assessments or governmental charges
         not then due and delinquent and for which a penalty has not attached
         or the validity of which is being contested in good faith and by
         proper proceedings and with respect to which adequate reserves are
         maintained in accordance with GAAP;

                 (b)      Liens arising in connection with court proceedings,
         provided that the execution of such Liens is effectively stayed, such
         Liens are being contested in good faith and adequate reserves are
         maintained with respect thereto in accordance with GAAP;

                 (c)      Liens arising in the ordinary course of business and
         not incurred in connection with the borrowing of money, including
         encumbrances in the nature of zoning restrictions, easements, rights
         and restrictions of record on the use of real Property, landlord's and
         lessor's liens in the ordinary course of business, which do not,
         individually or in the aggregate, materially interfere with the
         conduct of the business of the Borrower and its Subsidiaries taken as
         a whole and do not materially affect the value of the Property subject
         to such Liens;

                 (d)      Construction or materialmen's or mechanic's Liens
         securing obligations not overdue or, if overdue, being contested in
         good faith and by proper proceedings and with respect to which
         adequate reserves are maintained in accordance with GAAP;

                 (e)      Liens in connection with workers' compensation,
         social security taxes or similar charges arising in the ordinary
         course of business and not incurred in connection with the borrowing
         of money;

                 (f)      Liens existing on the Effective Date set forth in
         Item 2.3(f) of the Disclosure Schedule attached hereto;

                 (g)      Intercompany Liens (for purposes of intercompany
         Liens, a Subsidiary shall mean any corporation of which the Borrower
         directly or indirectly owns at least 80% of the Voting Stock);

                 (h)      The extension, renewal or replacement of any Lien
         permitted by the foregoing paragraph (f) in respect of the same
         Property theretofore subject thereto or the extension, renewal or
         replacement (without increase of principal amount of the Indebtedness
         originally incurred);

                 (i)      Liens incurred in connection with obtaining or
         performing government contracts in the ordinary course of business and
         not incurred in connection with the borrowing of money;

                 (j) (i)  Any Lien in Property or in rights relating thereto to
         secure any rights granted with respect to such Property in connection
         with the provision of all or a part of the purchase price or cost of
         the construction of such Property created

                                 Exhibit A-2-7

         contemporaneously with, or within 270 days after, such acquisition or
         the completion of such construction (except Liens in connection with
         the Ponca City Litigation shall not be permitted under this clause
         (j)(i)), or (ii) any Lien in Property existing in such Property at the
         time of acquisition thereof, whether or not the debt secured thereby
         is assumed by the Borrower or such Subsidiary; provided, that the
         Indebtedness secured by any such Lien referred to in clauses (i) and
         (ii) above shall not exceed 100% of the fair market value on the
         related Property at the time the Lien was originally created;

                 (k)      the Shared Lien; and

                 (l)      Liens created, in the ordinary course of the
         Borrower's and each Subsidiary's business, under the Packers and
         Stockyards Act of 1921, as amended, and the regulations promulgated
         thereunder,
provided, that the creation and continued existence of any such Liens, either
         individually or in the aggregate, could not reasonably be expected to
         have a material adverse effect on the condition (financial or
         otherwise) of the Borrower and the Subsidiaries, taken as a whole, or
         on the Borrower's ability to perform its obligations under any of the
         Financing Agreements (as defined in the Intercreditor Agreement).

         SECTION 2.4.     FINANCIAL CONDITION.  The Borrower will not permit:

                 (a)      At any time during any period set forth in the table
         below, Consolidated Adjusted Net Worth to be less than the amount set
         forth opposite such period in such table:

CONSOLIDATED ADJUSTED NET WORTH SHALL NEVER BE LESS DURING THE PERIOD THAN From September 12, 1996 through and including $72,000,000 December 14, 1996 From December 15, 1996 through and including March $74,000,000 8, 1997 From March 9, 1997 through and including April 30, $76,000,000 From May 1, 1997 through and including the date on $91,000,000 plus 50% of the Consolidated Net which the Loans (under the Bank Credit Agreement Earnings for each Fiscal Year commencing with the and the New Seasonal Line of Credit Agreement), 1997 Fiscal Year; provided, however, that if -------- ------- other Obligations and the Insurance Notes shall Consolidated Net Earnings is less than zero in any have been paid in full in cash Fiscal Year, Consolidated Net Earnings shall be deemed to be zero in such Fiscal Year for purposes of this Section 2.4(a).
As of any date (prior to May 1, 1997) on which the Borrower receives the proceeds of any Subordinated Debt, the amount set forth in the table above opposite (i) the period Exhibit A-2-8 containing such date and (ii) each subsequent period (other than the last such period), shall be increased by the amount of such proceeds; provided, however, that the aggregate amount of such increases shall in no event exceed $15,000,000 in respect of any such period regardless of the aggregate amount of such proceeds. (b) As of the end of each Fiscal Period commencing with the seventh Fiscal Period in the 1997 Fiscal Year and ending with the seventh Fiscal Period in the 1998 Fiscal Year, the ratio of Consolidated Earnings Available for Interest Expense to Consolidated Interest Expense for the Relevant Period to be less than 1.65 to 1. As of the end of each Fiscal Period commencing with the eighth Fiscal Period in the 1998 Fiscal Year and ending with the twelfth Fiscal Period in the 1998 Fiscal Year, the ratio of Consolidated Earnings Available for Interest Expense to Consolidated Interest Expense for the Relevant Period to be less than 1.85 to 1. As of the end of each Fiscal Period commencing with the thirteenth Fiscal Period in the 1998 Fiscal Year, the ratio of Consolidated Earnings Available for Interest Expense to Consolidated Interest Expense for the Relevant Period to be less than 2.0 to 1. For purposes of this clause (b), "Relevant Period" shall mean (i) in respect of any Fiscal Period ending on or before May 30, 1997, the period commencing on May 31, 1996 and ending on the last Business Day of such Fiscal Period, and (ii) in respect of any other Fiscal Period (each, a "Testing Period"), the period commencing on the first Business Day of the twelfth preceding Fiscal Period and ending on the last Business Day of such Testing Period. (c) At any time, the obligations of the Borrower and its Subsidiaries for the payment of rental for any Property during the next succeeding 365-day period under existing leases, subleases or similar arrangements (other than Capital Leases) to exceed in the aggregate $9,000,000. (d) The aggregate amount of Consolidated Earnings Available for Interest Expense in respect of the 1997 Fiscal Year to be less than $24,630,880. (e) (i) The aggregate amount of Fresh Meats Earnings Available for Interest Expense in respect of the first seven (7) Fiscal Periods of the 1997 Fiscal Year to be less than $2,000,000. (ii) The aggregate amount of Fresh Meats Earnings Available for Interest Expense in respect of the first ten (10) Fiscal Periods of the 1997 Fiscal Year to be less than --$1,000,000. (iii) The aggregate amount of Fresh Meats Earnings Available for Interest Expense in respect of the 1997 Fiscal Year to be less than --$3,000,000. SECTION 2.5. INVESTMENTS. The Borrower will not, and will not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except: (a) Investments existing on the Effective Date set forth in Item 2.5(a) of the Disclosure Schedule attached hereto; Exhibit A-2-9 (b) Investments in certificates of deposit, repurchase agreements or bankers' acceptances, maturing within one year from the date or origin, issued by a bank organized under the laws of the United States or any state thereof, having capital, surplus and undivided profits aggregating at least $100,000,000; (c) Investments in commercial paper maturing in 270 days or less from the date of issuance which, at the time of acquisition by the Borrower or any Subsidiary, is accorded at least an "A-1" rating by Standard & Poor's Ratings Group or "P-1" by Moody's Investors Service, Inc.; (d) Investments in direct obligations of the United States of America, or any agency thereof, the obligations of which are guaranteed by the United States of America, maturing in twelve months or less from the date of acquisition thereof; (e) Investments in "money market" preferred stock rated "A" or better by Standard & Poor's Corporation or "A2" by Moody's Investors Service, Inc.; (f) Investments in tax-exempt floating rate option tender bonds backed by an irrevocable letter of credit issued by a bank the long-term debt rating of which is at least "AA" by Standard & Poor's Rating Group or "Aa2" by Moody's Investors Service, Inc.; (g) Investments in Subsidiaries in existence on the Effective Date and which operate principally in lines of business similar to lines of business of the Borrower or its Subsidiaries existing on the Effective Date; and (h) Investments in or commitments to purchase foreign currency; provided, that such Investment is made solely to the extent that the Borrower and its Subsidiaries are obligated to make payments to other Persons in such foreign currency. In valuing any Investments for the purpose of applying the limitations set forth above, such Investments shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered on account of capital or principal. For purposes of this Section 2.5 at any time when a corporation becomes a Subsidiary, all investments of such corporation at such time shall be deemed to have been made by such corporation, as a Subsidiary, at such time. SECTION 2.6. RESTRICTED PAYMENTS, ETC. On and at all times after the Effective Date, the Borrower will not: (a) declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Borrower); or (b) directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of Borrower's capital stock of any class or any warrants, rights or options to purchase or acquire any shares of the Borrower's capital stock; or Exhibit A-2-10 (c) make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of its capital stock; or (d) make any payment, either directly or indirectly or through any Subsidiary, of principal of any Subordinated Debt other than at the expressed maturity date thereof and scheduled mandatory prepayments or redemptions thereof in accordance with the terms in effect on the date of creation of such Subordinated Debt. SECTION 2.7. CONSOLIDATION, MERGER, ETC. The Borrower will not, and will not permit any Subsidiary to, liquidate or dissolve, consolidate with, or merge into or with, any other corporation, or purchase or otherwise acquire all or substantially all of the assets of any Person (or of any division thereof) except any such Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary, and the assets or stock of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary. SECTION 2.8. ASSET DISPOSITIONS, ETC. The Borrower will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of any assets, including the disposition of the stock of any Subsidiary and including any Sale and Lease-Back Transaction (collectively, a "Disposition"), in one or a series of transactions to any Person other than the Borrower or a Majority-Owned Subsidiary, other than: (a) in the ordinary course of business (including, without limitation, the disposition of tractors and trailers owned by the Borrower in the ordinary course of business and consistent with the Borrower's past practice); (b) in the Frederick Disposition, provided that the Borrower receives all cash consideration, and the net cash proceeds therefrom are simultaneously paid to the Creditor Parties (in accordance with the Intercreditor Agreement), in each case, on or before November 30, 1997, or thereafter with the consent of each of the Creditor Parties, which consent shall not be unreasonably withheld; or (c) the following Dispositions: (i) the plant and equipment located in Concordia, Missouri which is subject to a purchase option in favor of the lessee of such facility (approximate balance of purchase price: $2,000,000); (ii) the Borrower's facility known as "Tri-Miller" located in Hyrum, Utah, which has an approximate value of $600,000; (iii) A building known as the "H&R Building" located in Detroit, Michigan, which has an approximate value of $475,000; and (iv) a condominium located in Bloomfield Hills, Mi chigan (approximate balance of purchase price: $300,000); Exhibit A-2-11 provided that the aggregate book value of all such assets sold, leased, transferred or otherwise disposed of from time to time pursuant to this Section 2.8(c) shall not exceed $4,000,000; provided, however, that: (x) the Borrower may, and may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of equipment if the cash proceeds therefrom are utilized within one year after such Disposition to purchase or are committed to the purchase of Property of a similar nature and of at least equivalent value; and (y) the Borrower may otherwise, and may permit any Subsidiary otherwise to, sell, lease, transfer or otherwise dispose of equipment so long as the aggregate amount of the book value of equipment so disposed (as of the time of its disposition) does not exceed $2,000,000 in any 365-day period. SECTION 2.9. SALES AND LEASEBACKS. The Borrower will not, and will not permit any Subsidiary to, effect any Sale and Lease-Back Transaction with respect to: (a) any Property of the Borrower or any Subsidiary which Property was owned or leased by the Borrower or any Subsidiary on or prior to September 12, 1996; or (b) any other Property, if the aggregate book value of all such other Property that is the subject of a Sale and Lease- Back Transaction during any period of 365 consecutive days would exceed $1,000,000. SECTION 2.10. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including the furnishing of goods or services) with an Affiliate except in the ordinary course of business and on terms and conditions no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arm's-length transaction with a Person not an Affiliate. SECTION 2.11. COMPLIANCE WITH BORROWING BASE. The Borrower will not incur any Borrowing Base Debt if, after giving effect to such incurrence, and any concurrent repayment of Loans or Other Borrowing Base Debt, the aggregate principal amount of Borrowing Base Debt would exceed the Borrowing Base. SECTION 2.12. HEDGING ACTIVITIES. The Borrower will not, and will not permit any Subsidiary to, buy, sell, trade or otherwise deal in futures contracts or options thereon or other derivatives thereof except pursuant to transactions that represent substitutes for transactions to be made by the Borrower or such Subsidiary at a later time in the physical pork or pork products market and the purpose of which is solely to reduce the risk to the Borrower or such Subsidiary of future fluctuations in the market prices of pork or pork products. Exhibit A-2-12 SECTION 2.13. NET CAPITAL EXPENDITURES. (a) Net Capital Expenditures of the Borrower and its Subsidiaries shall not exceed $8,200,000 in either the 1997 or the 1998 Fiscal Year. In each Fiscal Year thereafter, Net Capital Expenditures shall not exceed the sum of $8,200,000 plus twenty-five percent (25%) of Consolidated Net Earnings in respect of such Fiscal Year; provided, however, that if Consolidated Net Earnings is less than zero in any Fiscal Year, Consolidated Net Earnings shall be deemed to be zero in such Fiscal Year for purposes of this Section 2.13(a). (b) To the extent that the Net Capital Expenditures of the Borrower during any Fiscal Year are less than the amount permitted in respect of such Fiscal Year under Subsection 2.13(a) above, such difference in respect of such period shall be available during the first Fiscal Year succeeding such period to support capital expenditures of the Borrower during such first succeeding Fiscal Year, and, if such difference shall not be fully utilized by the end of such first succeeding Fiscal Year, it shall not be available to support any additional capital expenditures thereafter. With respect to the utilization of the availability for the making of capital expenditures by the Borrower in each Fiscal Year, any availability for such period provided in Subsection 2.13(a) above shall be deemed utilized first to support the capital expenditures to be made during such period, and any availability carried forward from the previous Fiscal Year shall be deemed utilized second to support the capital expenditures to be made during such period. (c) Up to an aggregate amount of $5,000,000 paid by the Borrower in settlement of, or in satisfaction of a judgment against the Borrower in respect of, the Ponca City Litigation shall not be considered a Net Capital Expenditure for purposes of this Section 2.13. SECTION 2.14. CERTAIN SALARIES. At no time will the Borrower, nor will it permit any Subsidiary to, pay, directly or indirectly, any salary, bonus, or other cash compensation to any person who, as of the date hereof, is (i) the chairman of the Borrower's board of directors, (ii) the Borrower's president and chief executive officer, or (iii) the Borrower's executive vice president for finance and administration, if such payment or payments would exceed, in the aggregate, 110% of the aggregate amount of salary, bonus and other cash compensation paid to such person in the immediately preceding Fiscal Year. Notwithstanding the foregoing, for each Fiscal Year after the 1998 Fiscal Year, the Borrower may compensate the persons described in this Section 2.14 in accordance with the bonus plan previously delivered to the Creditor Parties. SECTION 3. DEFINED TERMS. As used in this Exhibit A-2, the following terms shall have the meanings set forth below or in the Section of this document referenced below. The terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Bank Credit Agreement (as defined herein). "Bank Credit Agreement" shall mean that certain Amended and Restated Credit Agreement, dated as of September 11, 1996, among (i) Thorn Apple Valley, Inc. and (ii) Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Old Kent Bank, National City Bank and Harris Trust and Savings Bank, as in effect on the Effective Date. Exhibit A-2-13 "Collateral" shall have the meaning ascribed to such term in the Intercreditor Agreement. "Collateral Agent" shall have the meaning ascribed to such term in the Intercreditor Agreement. "Consolidated Adjusted Net Worth" shall mean the sum of: (a) (i) Consolidated Shareholders' Equity less (ii) all goodwill, trade names, trademarks, patents, organizational expense, unamortized debt discount and expense and other intangible assets properly classified as intangibles in accordance with GAAP and incurred after the date of consummation of the Wilson Acquisition; plus (b) Subordinated Debt. "Consolidated Earnings Available for Interest Expense" shall mean, for any period, the sum of: (a) Consolidated Net Earnings for such period before deduction of any amount which, in conformity with GAAP, would be set forth opposite the caption "income tax expense" (including deferred income taxes) (or any like caption) on a consolidated income statement of Borrower for such period; plus (b) Consolidated Interest Expense for such period; plus (c) the amortization of any financing cost and of any debt discount; plus (d) an amount which, in conformity with GAAP, would be set forth, opposite the caption "depreciation and amortization expense" (or any like caption) (including, without limitation, amortization of intangible assets) on such income statement for such period, to the extent the same are deducted from Borrower's net revenues, in conformity with GAAP, in determining Consolidated Net Earnings for such period. "Consolidated Net Earnings" shall mean the net earnings of the Borrower and its Subsidiaries in accordance with GAAP, excluding: (a) extraordinary items (including extraordinary gains and losses, and including acquisition costs including agents' fees); and (b) any equity interest of the Borrower on the unremitted earnings of any corporation not a Subsidiary. "Consolidated Interest Expense" shall mean the interest expense (including capitalized and non-capitalized interest, the interest component of rentals under Capital Exhibit A-2-14 Leases and any expense associated with the termination of a swap arrangement) of the Borrower and its Subsidiaries on a consolidated basis for any period. "Consolidated Net Earnings" shall mean the net earnings of the Borrower and its Subsidiaries in accordance with GAAP, excluding: (a) extraordinary items (including extraordinary gains and losses, and including acquisition closing costs including agents' fees); and (b) any equity interest of the Borrower on the unremitted earnings of any corporation not a Subsidiary. "Consolidated Shareholders' Equity" shall mean consolidated shareholders' equity of the Borrower and its Subsidiaries determined in accordance with GAAP. "Creditor Obligations" shall have the meaning ascribed to such term in the Intercreditor Agreement. "Creditor Parties" shall mean, collectively and individually (as the context requires) (i) the "Lenders" as defined in the Bank Credit Agreement and (ii) the Noteholders. "Disposition" is defined in Section 2.8. "Fiscal Period" shall mean each period of four consecutive weeks ending on (i) the last Friday in May in each Fiscal Year or (ii) the Friday which is four weeks, or any even multiple of four weeks, thereafter. "Frederick Disposition" shall mean the sale of the plant, property, inventory and equipment located at 1487 Farnsworth Avenue, Detroit, Michigan, and the goodwill, licenses, permits, franchises, patents, copyrights, trademarks, service marks and trade names associated therewith. "Fresh Meats Earnings Available for Interest Expense" shall mean Consolidated Earnings Available for Interest Expense but only in respect of the Borrower's fresh meats division, as regularly and historically reported by the Borrower. "Impermissible Qualification" means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception: (a) which is of a "going concern" or similar nature; (b) which relates to the limited scope of examination of relevant to such financial statement; or (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an Exhibit A-2-15 adjustment to such item the effect of which would be to cause the Borrower to be in default of its obligations under Section 2.4 of this Exhibit A-2. "Indebtedness" of any Person means, without duplication: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's acceptances issued for the account of such Person; (c) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capital Leases; (d) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Indebtedness is to be determined; (e) net liabilities of such Person under all Hedging Obligations; (f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of Property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on Property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and (g) all Guaranties of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. "Insurance Note Agreements" shall mean, collectively, (i) that certain Note Agreement, dated as of April 1, 1994, by and between the Borrower and Allstate Life Insurance Company, pursuant to which the Borrower issued Fifteen Million Dollars ($15,000,000) in aggregate principal amount of its six and forty-five one-hundredths percent (6.45%) Senior Notes due April 21, 2006, (ii) that certain Note Agreement, dated as of October 1, 1994, by and between the Borrower and Allstate Life Insurance Company, pursuant to which the Borrower issued Eight Million Dollars ($8,000,000) in aggregate principal amount of its eight and forty-two one-hundredths percent (8.42%) Senior Notes due October 1, 2003, and (iii) that certain Note Agreement, dated as of May 15 1995, by and among the Borrower, Allstate Life Insurance Company, Principal Mutual Life Insurance Company, and Great-West Life & Annuity Insurance Company, pursuant to which the Borrower issued Forty-Two Million Five Hundred Thousand Dollars Exhibit A-2-16 ($42,500,000) in aggregate principal amount of its seven and fifty-eight one-hundredths percent (7.58%) Senior Notes due May 15, 2005, in each case, as amended from time to time. "Insurance Notes" shall mean those certain Notes, as amended from time to time, issued pursuant to the Insurance Note Agreements. "Intercreditor Agreement" shall mean that certain Intercreditor Agreement dated as of September 11, 1996 by and among the Creditor Parties, and acknowledged and agreed to by the Borrower and its Subsidiaries. "Investment" shall mean, relative to any Person: (a) any loan or advance made by such Person to any other Person (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business); (b) any Guaranty of such Person; or (c) any ownership or similar interest held by such Person in any other Person. The amount of any Investment shall be the original principal or capital amount thereof, less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such Person) and shall, if made by the transfer or exchange of Property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such Property. "Majority-Owned Subsidiary" shall mean, when applied to a Subsidiary, any Subsidiary 80% or more of the Voting Stock of which is owned by the Borrower or a Majority-Owned Subsidiary (other than Voting Stock required to be held as directors' qualifying stock). "Net Capital Expenditures" shall mean, in any period, the remainder of (i) the aggregate cost of acquisition or construction of all tangible assets acquired or constructed during such period which at the time of acquisition or construction have an expected useful life of more than one (1) year and would be shown on a balance sheet of the acquiring or constructing Person as an asset ("Capital Assets"), minus (ii) the aggregate net proceeds of all sales or other Dispositions of Capital Assets during such period, other than proceeds which were used to permanently reduce Creditor Obligations. "New Seasonal Line of Credit Agreement" shall mean that certain letter agreement regarding a Senior Secured Seasonal Line of Credit for the Borrower dated as of September 11, 1996 by and among (i) Thorn Apple Valley, Inc. and (ii) Cooperatieve Exhibit A-2-17 Centrale Raiffeisen-Boerenleenbank, B.A., Old Kent Bank, National City Bank and Harris Trust and Savings Bank. "Noteholders" shall mean the holders of the Insurance Notes from time to time. "Ongoing Indebtedness" is defined in Section 2.2(b). "Ponca City Litigation" shall mean that certain action entitled Facility Constructors, Inc. v. Thorn Apple Valley, Inc. filed in February, 1996, in District Court, Kay County, Oklahoma against the Company in connection with the construction of the Company's plant in Ponca City, Oklahoma. "Rolling Projection" is defined in Section 1.1(c). "Section" unless otherwise specified, shall mean a Section of this Exhibit A-2. "Security Documents" shall have the meaning ascribed to such term in the Intercreditor Agreement. "Shared Lien" shall mean the lien upon the Collateral (as defined in the Intercreditor Agreement) created by the Security Documents (as defined in the Intercreditor Agreement) in favor of the Creditor Parties (as defined in the Intercreditor Agreement). "Subordinated Debt" shall mean the principal of and premium, if any, and interest on all indebtedness of the Borrower, whether currently outstanding or hereafter created, for money borrowed, or any indebtedness incurred in connection with an acquisition or lease of Property or with a merger, consolidation, or acquisition of assets which is expressly subordinated, on terms satisfactory to the Creditor Parties, in right of payment pursuant to its terms to the Loans and the Insurance Notes (regardless of whether it is subordinated to other indebtedness of the Borrower). "Subsidiaries Guaranty" shall have the meaning assigned to the term "Guaranty" in the Intercreditor Agreement. "Weekly P&L Statement" shall mean, in respect of any week, a statement, in form acceptable to the Creditor Parties, setting forth, for each of the Borrower's fresh meats and processed meats divisions, the income and expenses of the Borrower during such week. Exhibit A-2-18 DISCLOSURE SCHEDULE TO EXHIBIT A-2 ITEM 2.2(B) - ONGOING INDEBTEDNESS: Operating Leases. See Exhibit A to Disclosure Schedule to Exhibit A-2.
BALANCE OUTSTANDING @ 8/23/96 Lines of Credit: Combined $94,100,000 ----------- Notes Payable: Corporate: Allstate Unsecured Notes 23,000,000 Corporate: Allstate Life Ins. Unsecured Notes 15,000,000 Principal Mutual Life Unsecured Notes 14,000,000 Great-West Life & Annuity Unsecured Notes 13,500,000 Dixie: Forrest City Note 1,282,222 --------- Subtotal 160,882,000 ----------- Industrial Revenue Bonds: Corporate: (Branch Banking) 2,400,000 Dixie Plant: (Economic Development Revenue Bond) 2,442,000 Corporate: (Michigan Strategic Fund - Adjustable Rate Demand Limited Obligation Revenue bond, Series 1993) 5,500,000 --------- Subtotal: 10,342,000 ---------- Capital Leases: Corporate 518,744 Frederick division 2,304,521 Smoked Meats division 314,296 Concordia & Shreveport division 93,018 Dixie division 1,913,235 --------- Subtotal 5,143,814 Total Outstanding Indebtedness $176,367,814 ============
Letters of Credit - See Exhibit B to Disclosure Schedule to Exhibit A-2. Disclosure Schedule - 1 ITEM 2.3(F) - EXISTING LIENS:
DEBT DESCRIPTION OF COLLATERAL AMOUNT OF LOCATION REFERENCE O/S DEBT Industrial Revenue Bonds: Corporate Branch Banking Carolina manufacturing facility $2,400,000 Dixie division Dixie facility $2,442,000 Mich. Strat. Fund. Grand Rapids $5,500,000 Capital Leases: Corporate, Frederick, Smoked Meats, Concordia, Various machinery and $5,143,814 Shreveport and Dixie divisions. equipment located at the company's various divisions and subsidiaries All other Liens existing as of the Effective Date and permitted under Section 1.8 of Exhibit A-2. ITEM 2.5(A) ONGOING INVESTMENTS: ------------------- INVESTMENT BALANCE FINANCIAL INSTITUTION TYPE @ 8/23/96 Short-Term Investments United Carolina Bank CD 500,000 Providence TempCash 3,059,000 Chicago operation U.S. Treasury Bills 300,000 Subtotal $3,859,000 Michigan Livestock Exchange Preferred Stock 2,000,000 Total Investments $5,859,000 ==========
Disclosure Schedule - 2 EXHIBIT A TO DISCLOSURE SCHEDULE TO EXHIBIT A-2 Operating Leases Disclosure Schedule - 3 EXHIBIT B TO DISCLOSURE SCHEDULE TO EXHIBIT A-2 Thorn Apple Valley, Inc. Standby Letters of Credit Summary as of May 31, 1996 EXHIBIT A-3 COLLATERAL AGAINST WHICH PERFECTION WILL OCCUR POST-CLOSING AND OTHER COLLATERAL MATTERS Exhibit A-3-1

Basic Info X:

Name: AMENDMENT AGREEMENT
Type: Amendment Agreement
Date: Sept. 13, 1996
Company: THORN APPLE VALLEY INC
State: Michigan

Other info:

Date:

  • May 30 , 1995
  • March 11 , 1996
  • June 20 , 1996
  • June 21 , 1996
  • August 1 , 1996
  • May 15 , 1995
  • July 31 , 1996
  • May 30 , 1996
  • May 31 , 1998
  • June 1 , 1996
  • May 31 , 1993
  • May 1995
  • October 1994
  • twenty-first day of April , 2006
  • last day of such Fiscal Quarter
  • September 13 , 1996
  • January 31 , 1997
  • April 30 , 1997
  • December 14 , 1996
  • December 15 , 1996
  • March $ 74,000,000 8 , 1997
  • March 9 , 1997
  • May 1 , 1997
  • May 30 , 1997
  • November 30 , 1997
  • September 12 , 1996
  • last Friday
  • April 1 , 1994
  • April 21 , 2006
  • October 1 , 1994
  • October 1 , 2003
  • May 15 1995
  • May 15 , 2005
  • September 11 , 1996
  • February , 1996
  • May 31 , 1996

Organization:

  • Old Kent Letters of Credit
  • Amendment Effective Date
  • Covenant Reversion Date
  • Restated Credit Agreement
  • CUSIP Service Bureau of Standard & Poor 's
  • McGraw-Hill , Inc.
  • Hebb & Gitlin
  • Amended Note Documents
  • Qualified Capital Infusion Amount
  • Amended Bank Credit Documents
  • Scheduled Equity Proceeds
  • Qualified Capital Infusion Proceeds
  • Thorn Apple Valley Foreign Sales Corporation
  • Unscheduled Amortization Date
  • Consolidated Total Capitalization
  • Consolidated Cash Flow Available for Fixed Charges
  • Consolidated Fixed Charges
  • Consolidated Net Income Available for Fixed Charges
  • Existing Note Agreement
  • the State of Illinois
  • Borrowing Base Certificate
  • Coopers & Lybrand
  • Event of Default
  • Securities and Exchange Commission
  • Bank Credit Agreement Earnings
  • twelfth Fiscal Period
  • Consolidated Earnings Available for Interest Expense to Consolidated Interest Expense
  • Standard & Poor 's Ratings Group
  • Standard & Poor 's Corporation
  • Moody's Investors Service
  • Standard & Poor's Rating Group
  • Moody 's Investors Service , Inc.
  • Consolidated Net Earnings
  • Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
  • Fifteen Million Dollars
  • Eight Million Dollars
  • Allstate Life Insurance Company
  • Principal Mutual Life Insurance Company
  • Great-West Life & Annuity Insurance Company
  • Forty-Two Million Five Hundred Thousand Dollars Exhibit
  • Insurance Note Agreements
  • National City Bank
  • Harris Trust and Savings Bank
  • Facility Constructors , Inc. v. Thorn Apple Valley , Inc.
  • Great-West Life & Annuity Unsecured Notes
  • Concordia & Shreveport
  • Corporate Branch Banking Carolina
  • Short-Term Investments United Carolina Bank CD 500,000 Providence TempCash
  • Michigan Livestock Exchange Preferred Stock 2,000,000 Total Investments
  • Standby Letters of Credit Summary

Location:

  • Old Kent Bank
  • U.S. Virgin Islands
  • United States of America
  • Missouri
  • Hyrum
  • Utah
  • Bloomfield Hills
  • Farnsworth Avenue
  • Detroit
  • B.A.
  • District Court
  • Kay County
  • Ponca City
  • Oklahoma
  • Forrest City
  • Michigan
  • Mich. Strat
  • Concordia
  • Chicago

Money:

  • Fifteen Million Dollars
  • $ 80,000,000
  • $ 20,000,000
  • $ 110,000,000
  • $ 162,500,000
  • $ 70,000,000
  • $ 1.00
  • $ 6,000,000
  • $ 7,000,000
  • $ 72,000,000
  • $ 76,000,000
  • $ 91,000,000
  • $ 9,000,000
  • $ 24,630,880
  • $ 3,000,000
  • $ 100,000,000
  • $ 600,000
  • $ 475,000
  • $ 300,000
  • $ 4,000,000
  • $ 2,000,000
  • $ 1,000,000
  • $ 8,200,000
  • $ 5,000,000
  • $ 15,000,000
  • $ 8,000,000
  • $ 42,500,000
  • $ 94,100,000
  • $ 176,367,814
  • $ 2,400,000
  • $ 2,442,000
  • $ 5,500,000
  • $ 5,143,814
  • $ 3,859,000
  • $ 5,859,000

Person:

  • Honigman Miller Schwartz
  • Cohn
  • Frederick Disposition
  • Kent Bank

Percent:

  • fifty percent
  • forty percent
  • 40 %
  • one-half percent
  • 62.5 %
  • fifty-five percent
  • 55 %
  • sixty-five percent
  • 65 %
  • twenty percent
  • ten percent
  • 20 %
  • 70 %
  • 23 %
  • 100 %
  • 50 %
  • twenty-five percent
  • 25 %
  • 110 %
  • 6.45 %
  • 8.42 %
  • one-hundredths percent
  • 7.58 %
  • 80 %