ex10_1.htm


    

      


       

      Exhibit
10.1

       

      Pilgrim’s
Pride Corporation

       

      First
Amendment To Amended and Restated Post-Petition Credit Agreement

       

      This
First Amendment to Amended and Restated Post-Petition Credit Agreement (herein,
the “Amendment”) is
entered into as of February 26, 2009, among Pilgrim’s Pride Corporation, a
Delaware corporation (the “Borrower”), as debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy
Code, the direct and indirect Domestic Subsidiaries of the Borrower party to
this Amendment and To-Ricos, Ltd., a Bermuda company (“To-Ricos”) and To-Ricos
Distribution, Ltd., a Bermuda company (“To-Ricos Distribution”), as
Guarantors, each as debtor and debtor-in-possession in a case pending under
Chapter 11 of the Bankruptcy Code, the Lenders party hereto, and Bank of
Montreal, a Canadian chartered bank acting through its Chicago
branch,  as DIP Agent for the Lenders. 

          

      Preliminary
Statements

       

              A.  The
Borrower, the Guarantors from time to time parties thereto, the Lenders and the
DIP Agent are parties to that certain Amended and Restated Post-Petition Credit
Agreement dated as of December 31, 2008 (the “Credit
Agreement”).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.

       

              B.  The Borrower
and the Lenders have agreed to amend the Credit Agreement on the terms and
conditions set forth in this Amendment.

       

              Now, Therefore, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

       

      
        	
                 Section 1.     Amendments
      To Credit Agreement. 

              	
                 

              


      

       

              Upon satisfaction of
all of the conditions precedent specified in Section 2 hereof the Credit
Agreement shall be amended as follows:

       

              Section 1.1. 
The definition of “EBITDAR” in Section 5.1
of the Credit Agreement shall be amended by the insertion of a new
clause (g) immediately following the existing clause (f), as
follows:

       

      “, and
(g) Closure Costs in an aggregate amount not to exceed $35,000,000
,”

       

              Section 1.2. 
Section 5.1 of the Credit Agreement shall be amended by adding the
following definition thereto in alphabetical order:


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

       

      “Closure Costs” means, with
respect to the Douglas, Georgia complex, the El Dorado, Arkansas complex and the
Farmerville, Louisiana complex, any costs consisting of lease termination costs,
severance costs, facility shutdown costs and other related restructuring
expenses, costs and charges relating to or associated with the closure of such
complexes.

       

              Section 1.3. 
Schedule I attached to the form of Compliance Certificate attached
to the Credit Agreement  as Exhibit  F shall be replaced by
Schedule I attached to this Amendment.

       

      
        	
                 Section 2.     Conditions
      Precedent. 

              	
                 

              


      

       

      The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:

       

              Section 2.1. 
The Borrower, the Guarantors and the Required Lenders shall have executed
and delivered this Amendment .

       

              Section 2.2. 
Each of the representations and warranties set forth in Section 6 of
the Credit Agreement shall be true and correct in all material respects, except
to the extent the same expressly relate to an earlier date in which case they
shall remain true and correct in all material respects as of such earlier
date.

       

              Section 2.3. 
The Borrower shall be in full compliance with all of the terms and
conditions of the Credit Agreement and no Event of Default or Default shall have
occurred and be continuing thereunder or shall result after giving effect to
this Amendment.

       

              Section 2.4. 
The Bankruptcy Court shall have entered an order authorizing the
execution and delivery of this Amendment.

       

      
        	
                 Section 3.    
      Representations And Warranties. 

              	
                 

              


      

       

              Section 3.1.The
Borrower, by its execution of this Amendment, hereby certifies and warrants the
following:

       

              (a)each of the
representations and warranties set forth in Section 6 of the Credit Agreement is
true and correct in all material respects as of the date hereof, except to the
extent the same expressly relate to an earlier date in which case they shall
remain true and correct in all material respects as of such earlier date;
and

       

              (b)the Borrower is in
full compliance with all of the terms and conditions of the Credit Agreement and
no Event of Default or Default has occurred and is continuing
thereunder.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      
        	
                      
                  Section 4.    
      Miscellaneous.  

                

              	
                 

              


      

       

              Section 4.1. 
Except as specifically amended herein the Credit Agreement shall continue
in full force and effect.  Reference to this specific Amendment need
not be made in any note, documents, letter, certificate, the Credit Agreement
itself, the Notes, or any communication issued or made pursuant to or with
respect to the Credit Agreement or the Notes, any reference to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

       

              Section 4.2. 
As an additional inducement to and in consideration of the Lenders’
acceptance of this Amendment each of the Guarantors hereby acknowledges the
execution of the foregoing Amendment by the Borrower and agrees that this
acknowledgement is not required under the terms of the Guaranty and that the
execution hereof by the Guarantors shall not be construed to require the Lenders
to obtain their acknowledgement or consent to any future amendment, modification
or waiver of any term of the Credit Agreement except as otherwise provided in
the Guaranty.  Each of the Guarantors hereby agree that the Guaranty
shall apply to all indebtedness, obligations and liabilities of the Borrower and
the Guarantors to the Lenders under the Credit Agreement as amended by this
Amendment.  Each Guarantor further acknowledges and agrees that the
Guaranty shall be and remain in full force and effect.

       

              Section 4.3. 
This Amendment may be executed in any number of counterparts, and by the
different parties on different counterparts, all of which taken together shall
constitute one and the same Agreement.  Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original.  This
Amendment shall be governed by the internal laws of the State of
Illinois.

       

      [Signature
pages to follow]



      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      This
First Amendment to Amended and Restated Post-Petition Credit Agreement is
entered into as of the date and year first above written.

      


       

      
        	
                 
      

              	
                “Borrower”

              


      

       

      
        	
                 
      

              	
                Pilgrim’s
      Pride Corporation, as debtor and
  debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

       

      
        	
                 
      

              	
                “Guarantors”

              


      

       

      
        	
                 
      

              	
                PFS
      Distribution Company, as debtor and
  debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

       

      
        	
                 
      

              	
                PPC
      Transportation Company, as debtor and
  debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

       

      
        	
                 
      

              	
                Pilgrim’s
      Pride Corporation of West Virginia, Inc., as debtor and
      debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                    Name:
      Richard A.
      Cogdill

              
	 	
                    Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

                                    


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      
        	
                 
      

              	
                PPC
      Marketing, Ltd., as debtor and
  debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

      


       

      
        	
                 
      

              	
                To-Ricos,
      Ltd., as debtor and
debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

       

      
        	
                 
      

              	
                To-Ricos
      Distribution, Ltd., as debtor and
  debtor-in-possession

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Name:
      Richard A.
      Cogdill

              


      

      
        	
                 
      

              	
                Title:
      Chief Financial
      Officer, Secretary andTreasurer

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

       

      
        	
                 
      

              	
                “DIP
      Agent, Swing Line Lender and
L/C Issuer”

              


      

       

      
        	
                 
      

              	
                Bank
      of Montreal, as a Lender, Swing Line Lender, L/C Issuer and as DIP
      Agent

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Barry W.
      Stratton

              


      

      
        	
                 
      

              	
                Name:
      Barry W.
      Stratton

              


      

      
        	
                 
      

              	
                Title:
      Senior Vice
      President

              


      

      



      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                 
      

              	
                “Lenders”

              


      

       

      
        	
                 
      

              	
                Cooperatieve
      Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
      Nederland” New York Branch

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Richard J.
      Beard

              


      

      
        	
                 
      

              	
                Its:
      Executive
      Director

              


      

       

      
        	
                 
      

              	
                By:
      Rebecca
      Morrow

              


      

      
        	
                 
      

              	
                Its:
      Executive
      Director

              


      

       

      
        	
                 
      

              	
                U.S.
      Bank National Association

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Dale L.
      Welke

              


      

      
        	
                 
      

              	
                Its:
      Vice
      President

              


      

       

      
        	
                 
      

              	
                Wells
      Fargo Bank National Association

              


      

       

      
        	
                 
      

              	
                By

              


      

      
        	
                 
      

              	
                Its

              


      

       

      
        	
                 
      

              	
                ING
      Capital LLC

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Bill
      Redmond

              


      

      
        	
                 
      

              	
                Its:
      Managing
      Director

              


      

       

      
        	
                 
      

              	
                By

              


      

      
        	
                 
      

              	
                Its

              


      

       

      
        	
                 
      

              	
                CALYON
      New York Branch

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Mark
      Koneval

              


      

      
        	
                 
      

              	
                Its:
      Managing
      Director

              


      

       

      
        	
                 
      

              	
                By:
      Alan
      Sidrane

              


      

      
        	
                 
      

              	
                Its:
      Managing
      Director

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                Natixis
      New York Branch

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Stephen A.
      Jendras

              


      

      
        	
                 
      

              	
                Its:
      Managing
      Director

              


      

       

      
        	
                 
      

              	
                By:
      /s/ Alisa
      Trani

              


      

      
        	
                 
      

              	
                Its:
      Associate
      Director

              


      

       

      
        	
                 
      

              	
                SunTrust
      Bank

              


      

       

      
        	
                 
      

              	
                By:
      Janet R.
      Naifeh

              


      

      
        	
                 
      

              	
                Its:
      Senior Vice
      President

              


      

       

      
        	
                 
      

              	
                First
      National Bank of Omaha

              


      

       

      
        	
                 
      

              	
                By

              


      

      
        	
                 
      

              	
                Its

              


      

    

     

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Schedule I

        to
Compliance Certificate

         

        Pilgrim’s
Pride Corporation, as debtor and debtor-in-possession

         

        Compliance
Calculations

        for
Amended and Restated Post-Petition Credit Agreement dated as of
December 31, 2008, as amended

         

        Calculations
as of _____________, _______

         

        
          	
                  A.Capital Expenditures (Section
      8.22(a))

                	 	 	 
	
                  1.Period-to-date
      Capital Expenditures

                	 	
                   $

                	
                  ___________

                	 
	
                  2.Maximum
      permitted amount

                	 	
                   $

                	150,000,000	 
	
                  3.The
      Borrower is in compliance (circle yes or no)

                	 	 	
                  yes/no

                	 
	
                  B.Minimum EBITDAR
      (Section 8.22(b))

                	 	 	 	 
	
                  1.Net
      Income for past 3 fiscal months

                	 	
                   $

                	
                  ___________

                	 
	
                  2.Interest
      Expense for past 3 fiscal months

                	 	
                   $

                	
                  ___________

                	 
	
                  3.Income
      taxes for past 3 fiscal months

                	 	
                   $

                	
                  ___________

                	 
	
                  4.Depreciation
      and Amortization Expense for past 3 fiscal months

                	 	
                   $

                	
                  ___________

                	 
	
                  5.Asset
      impairment charges and restructuring costs consisting of professional fees
      and expenses for past 3 fiscal months

                	 	
                   $

                	
                  
                  

                  ___________

                	 
	
                  6.Losses
      realized upon asset sales for past 3 fiscal months

                	 	
                   $

                	
                  ___________

                	 
	
                  7.Write-downs
      of goodwill or other intangibles for past 3 fiscal months

                	 	
                   $
      

                	
                  ___________

                	 
	
                  8.Closure
      Costs with respect to the Douglas, Georgia, El Dorado, Arkansas and
      Farmerville, Louisiana complexes for past 3 fiscal months

                	 	
                   $

                	
                  
                  

                   

                  ___________

                	 
	
                  9.Gains
      realized upon asset sales for past 3 fiscal months

                	 	
                   $

                	
                  
                  

                  ___________

                	 
	
                  10.Sum
      of lines B1 through B8 minus Line B9 (EBITDAR)

                	 	
                   $

                	
                  ___________

                	 
	
                  11.Minimum
      required amount

                	 	
                   $

                	
                  ___________

                	 
	
                  12.The
      Borrower is in compliance (circle yes or no)

                	 	 	
                  yes/no