ex10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.1

        

      

    


    LIMITED
DURATION WAIVER OF POTENTIAL DEFAULTS AND EVENTS OF DEFAULT UNDER CREDIT
AGREEMENT

     

    This
Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit
Agreement (herein, the “Agreement”) is made as of
October 26, 2008, by and among the Pilgrim’s Pride Corporation, a Delaware
Corporation (“Borrower”), the Syndication
Parties (whose signatures appear below), and CoBank ACB, as Administrative Agent
for the Syndication Parties (“CoBank”).

     

    Recitals:

     

        A.CoBank (in
its capacity as the Administrative Agent (sometimes also referred to herein as
the “Agent”), the
Syndication Parties signatory thereto, and Borrower have entered into that
certain 2006 Amended and Restated Credit Agreement (Convertible Revolving Loan
and Term Loan) dated as of September 21, 2006, that certain First Amendment to
Credit Agreement dated as of December 13, 2006, that certain Second Amendment to
Credit Agreement dated as of January 4, 2007, that certain Third Amendment to
Credit Agreement dated as of February 7, 2007, that certain Fourth Amendment to
Credit Agreement dated as of July 3, 2007, that certain Fifth Amendment to
Credit Agreement dated as of August 7, 2007, that certain Sixth Amendment to
Credit Agreement dated as of November 7, 2007, that certain Seventh Amendment to
Credit Agreement dated as of March 10, 2008, and that certain Eighth Amendment
to Credit Agreement dated as of May 1, 2008 (as so amended and as amended,
modified, or supplemented from time to time in the future, the “Credit Agreement”) pursuant to
which the Syndication Parties have extended certain credit facilities to
Borrower under the terms and conditions set forth in the Credit
Agreement.

     

        B.Certain
Potential Defaults and Events of Default either exist or will exist as a result
of (a) the Borrower’s Fixed Charge Coverage Ratio at September 30, 2008 failing
to meet the requirements of Section 10.12.5 of
the Credit Agreement, an Event of Default described in Section 13.1(d) of
the Credit Agreement, (b) the Borrower's Leverage
Ratio at of September 27, 2008 potentially failing to meet the
requirements of Section 10.12.1 of
the Credit Agreement, an Event of Default described in Section 13.1(d) of
the Credit Agreement, and (c) Borrower failing to maintain compliance with the
Fourth Amended and Restated Credit Agreement dated as of February 8, 2007 by and
among Borrower, Bank of Montreal, as Agent, and the other lenders party thereto
(the “BMO Credit
Agreement”) as required by Section 10.4 of the
Credit Agreement, Events of Default described in Section 13.1(d), and
Section 13.1(g)
of the Credit Agreement (collectively, the “Subject
Defaults”).  

     

        C.Borrower
has requested that the Agent and the Syndication Parties temporarily waive the
Subject Defaults which the Agent and the Syndication Parties are willing to do
subject to the terms and conditions as set forth in this Agreement.

     

        D.Borrower
and the Required Lenders executed a Limited Duration Waiver Of Potential
Defaults And Events Of Default Under Credit Agreement dated September 26, 2008
(“September Limited Duration
Waiver”).  Under the September Limited Duration Waiver, the
Syndication Parties consented to the granting by the Borrower to Bank of
Montreal, as agent under the BMO Credit Agreement, of a security interest in all
Collateral granted to the Agent pursuant to the Credit Agreement and other Loan
Documents (“BMO
Collateral”), provided that such security
interest was and remained subject and subordinate to the Agent’s security
interests therein pursuant to an intercreditor agreement (the “BMO Intercreditor
Agreement”).

     

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

     

    1.Incorporation of Recitals; Defined
Terms.  The Borrower acknowledges that the Recitals set forth
above are true and correct in all material respects.  The defined
terms in the Recitals set forth above are hereby incorporated into this
Agreement by reference.  All other capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Credit Agreement. 

     

    2.Limited Duration
Waiver.  

     

          
2.1Except as provided in this Subsection 2.1 of this Agreement, the Agent and
the Syndication Parties reserve the right to exercise any and all of their
rights, powers and remedies under the Credit Agreement and the other Loan
Documents, including the right to cease making Loans, and the right to
accelerate the maturity of all outstanding Bank Debt.  Subject to
satisfaction of the terms and conditions contained in this Agreement, the Agent
and the Syndication Parties agree to waive the Subject Defaults and shall, with
respect to the Subject Defaults (but not with respect to any other Potential
Default or Event of Default that may be existing or that may occur), not
exercise their rights, powers and remedies under the Credit Agreement or the
other Loan Documents commencing on the date hereof and ending on November 26,
2008 (the “Waiver
Period”).

     

          2.2The
waiver of the Subject Defaults shall become null and void on the expiration of
the Waiver Period and from and after such expiration of the Waiver Period the
Agent and the Syndication Parties shall have all rights and remedies available
to them as a result of the occurrence of the Subject Defaults as though this
waiver had never been granted.

     

           
3.Additional
Agreements.  The Borrower further agrees
that:  

     

        (a)The Agent
(or its counsel) shall have the right to engage on behalf of the Syndication
Parties a financial advisor, selected by the Agent and acceptable to the
Syndication Parties, to review, evaluate and advise the Agent and the
Syndication Parties as to the reports, analyses and cash flow forecasts and
other materials prepared by the Borrower’s financial consultants relating to the
financial condition, operating performance, and business prospects of the
Borrower and its Subsidiaries and to perform such other information gathering or
evaluation acts as may be reasonably requested by the Agent, and the reasonable
costs and expenses of such financial advisor shall be borne by the Borrower and
constitute part of the Borrower’s obligations outstanding under the Credit
Agreement.  The Borrower shall take reasonable steps to make available
to such financial advisor and its representatives such information respecting
the financial condition, operating performance, and business prospects of the
Borrower and its Subsidiaries as may be reasonably requested and shall make the
Borrower’s financial consultants, officers, employees, and independent public
accountants available with reasonable prior notice to discuss such information
with such financial advisor and its representatives. 

     

        (b)The
Borrower shall provide to the Agent and the Syndication Parties a 13-week cash
flow forecast (the “Forecast”) showing projected
cash receipts and cash disbursements of the Borrower and its Subsidiaries over
the following 13-week period, together with a reconciliation of actual cash
receipts and cash disbursements of the Borrower and its Subsidiaries from the
prior week against the cash flow forecast previously furnished to the Agent and
the Syndication Parties and showing any deviations on a cumulative basis),
prepared by the Borrower and in form and substance, and with such detail, as the
Agent may request.  Each Forecast shall be provided to the Agent and
the Syndication Parties no later than 5:00 p.m., Central time, on Wednesday of
each week (beginning October 29, 2008).

     

        (c)During the
Waiver Period, unless approved by the Required Lenders, the Borrower shall have
at all times undrawn commitments under the Credit Agreement and the BMO Credit
Agreement in an aggregate amount not less than $35,000,000.

     

        (d)No later
than October 31, 2008, the Borrower shall deliver to the Syndication
Parties a budget for the 90-day period ending January 31, 2009, in form and
substance reasonably satisfactory to the Agent and its financial
advisor.

     

        (e)No later
than the 5th Business Day after the date the BMO Intercreditor Agreement is
executed and delivered by the parties thereto, the Borrower shall grant to the
Agent for the benefit of the Syndication Parties valid, enforceable liens and
security interests on all of the collateral securing the BMO Credit Agreement,
subject to the liens and security interests granted to BMO in such
property.  This additional collateral shall be Collateral under the
Credit Agreement and subject to the terms of the Credit Agreement applicable to
Collateral generally.  The Borrower shall pay all taxes, costs, and
expenses incurred by the Agent in obtaining and perfecting such security
interests and shall supply to the Agent at the Borrower’s cost and expense such
board resolutions and other instruments, documents, certificates, and opinions
reasonably required by the Agent in connection therewith.

     

        (f)During the
Waiver Period the Borrower shall obtain loans under the Credit Agreement and the
BMO Credit Agreement, and shall repay loans under the Credit Agreement and the
BMO Credit Agreement, only on a pro rata basis, determined on the basis of the
undrawn amount of the commitments under each of the two credit agreements at the
close of business in Chicago, Illinois, on September 24, 2008, as stated in
Section 8(f) hereof, until the aggregate undrawn
commitments under the Credit Agreement and the BMO Credit Agreement are
$75,000,000.  Thereafter (i) the lenders under the BMO Credit
Agreement shall have no obligation to extend further credit to Borrower under
the BMO Credit Agreement until such time as the aggregate undrawn commitments
under the Credit Agreement and the BMO Credit Agreement exceed $75,000,000 in
which case the Borrower may obtain and repay loans under the Credit Agreement
and the BMO Credit Agreement only on a pro rata basis as described above until
the aggregate undrawn commitments under the Credit Agreement and the BMO Credit
Agreement are $75,000,000, and (ii) at any time that until the aggregate
undrawn commitments under the Credit Agreement and the BMO Credit Agreement are
$75,000,000 or less, the Borrower may obtain loans under the Credit Agreement
(such loans are referred to as “Additional Loans”) and may repay Additional Loans without a concurrent
repayment of loans under the BMO Credit Agreement until such time as the
aggregate undrawn commitments under the Credit Agreement and the BMO Credit
Agreement exceed $75,000,000 in which case the Borrower may obtain and repay
loans under the Credit Agreement and the BMO Credit Agreement only on a pro rata
basis as described above until the aggregate undrawn commitments under the
Credit Agreement and the BMO Credit Agreement are $75,000,000.


     

        (g)The
Borrower shall engage a chief restructuring officer reasonably acceptable to the
Required Lenders no later than the 10th Business Day after the date the Agent
provides the Borrower with a list of potential candidates that would be
acceptable to the Required Lenders, but the Borrower shall have no obligation to
engage any of the potential candidates named on such list and may engage any
other person or firm that is reasonably acceptable to the Required
Lenders.  The scope of the chief restructuring officer’s engagement
and the authority granted to such chief restructuring officer must be reasonably
satisfactory to the Required Lenders.

     

        (h)The
Borrower agrees that the amounts on deposit in all of its operating accounts
(including without limitation its accounts at Merrill Lynch) will not exceed at
any time the amount needed by the Borrower and its Subsidiaries for their
operating expenses and liquidity needs in the ordinary course of
business.

     

        (i)The
Borrower shall promptly provide any financial information concerning the
Borrower and its Subsidiaries and their respective businesses that the Agent or
the Required Lenders may reasonably request.

     

    4.Credit
Agreement:

     

         
4.1Notwithstanding the terms of Section 2.10 of the Credit Agreement and related
terms in other Sections of the Credit Agreement, during the Waiver Period
Borrower shall not have the right to convert any portion of the outstanding
balance under the Revolving Loan into a non-revolving term loan (referred to in
the Credit Agreement as a Voluntary Converted Loan).

     

         
4.2Notwithstanding the terms of Section 10.18 of the Credit Agreement and
related terms in other Sections of the Credit Agreement, during the Waiver
Period no additional Collateral shall be included in the calculation of the
Available Amount.

     

          4.3To
the extent available, no later than November 10, 2008, the Borrower shall
deliver all legal descriptions with respect to the Borrower’s interest in each
unencumbered property of the Borrower pursuant to section 10.18(f) of the Credit
Agreement.  As soon as practicable (with respect to such property) and
in no event later than November 24, 2008, the Borrower shall execute and deliver
a deed of trust or mortgage and assignment of leases and rents with respect to
Borrower’s interest in the property.

     

         5.Waiver
Termination.  As used in this Agreement, “Waiver Termination” shall
mean the occurrence of the expiration of the Waiver Period, or, if earlier, the
occurrence of any one or more of the following events: 

     

    (a) any
Potential Default or Event of Default under the Credit Agreement, in each case
other than the Subject Defaults;

     

    (b)any
failure by the Borrower for any reason to comply with any term, condition, or
provision contained in this Agreement, including
without limitation the engagement of a chief restructuring officer as required
by Section 3(g) hereof, or in any document signed in connection
herewith; 

     

    (c)any
representation made by the Borrower in this Agreement or pursuant to it proves
to be incorrect or misleading in any material respect when made;

     

    (d)the
BMO Limited Duration Waiver (as defined in Section 13(b) hereof) shall for
any reason not be or shall cease to be in full force and effect or is declared
to be null and void, or BMO or any other party to the BMO Credit Agreement takes
any action for the purpose of terminating, repudiating or rescinding the BMO
Limited Duration Waiver or any of its obligations thereunder;

     

    (e)the
Fairway Limited Duration Waiver (as defined in Section 13(c) hereof) shall
for any reason not be or shall cease to be in full force and effect or is
declared to be null and void, or the Securitization Agent (as defined below) or
any other party to the Amended and Restated Receivables Purchase Agreement dated
as of September 26, 2008, among Pilgrim’s Pride Funding Corporation, as Seller,
the Borrower, as Servicer, Fairway Finance Company, LLC, as Purchaser, the
various purchasers and purchaser agents from time to time party thereto and BMO
Capital Markets Corp., as Administrator (the “Securitization Agent”), as amended, supplemented
and otherwise modified (as so amended,
supplemented and otherwise modified, the “Receivables Purchase
Agreement”),
takes any action for the purpose of terminating, repudiating or rescinding the
Fairway Limited Duration Waiver or any of its obligations thereunder;


     

    (f)the
BMO Intercreditor Agreement, or any part thereof, shall for any reason not be or
shall cease to be in full force and effect or is declared to be null and void,
or BMO, as agent under the BMO Credit Agreement, or any other lender under the
BMO Credit Agreement, takes any action for the purpose of terminating,
repudiating or rescinding the BMO Credit Agreement or any of its obligations
thereunder; or

     

    (g)the
Borrower shall pay any interest on its 8-3/8% Senior Subordinated Notes due 2017
or its 7-5/8% Senior Notes due May 1, 2015.  

     

    Upon the
occurrence of a Waiver Termination, the Waiver Period is automatically
terminated and the Syndication Parties are then permitted and entitled, with
respect to the Subject Defaults and any other Event of Default then in existence
under the Credit Agreement, among other things, to cease making Loans to the
Borrower, to accelerate the Borrower’s indebtedness, obligations and liabilities
under the Loan Documents, and to exercise any other rights and remedies that may
be available under the Loan Documents or applicable law.

     

        6.Limited Waiver and Reservation of
Rights.  The Borrower acknowledges and agrees that immediately
upon expiration or termination of the Waiver Period, the Agent and the
Syndication Parties have all of their rights and remedies with respect to the
Subject Defaults to the same extent, and with the same force and effect, as if
the waiver contained herein had not been granted.  The Borrower will
not assert and hereby forever waives any right to assert that the Agent or the
Syndication Parties are obligated in any way to continue to waive the Subject
Defaults beyond the Waiver Period or to forbear from enforcing their rights or
remedies with respect to the Subject Defaults after the Waiver Period or that
the Agent and the Syndication Parties are not entitled to act on the Subject
Defaults after the occurrence of a Waiver Termination as if such default had
just occurred and the Waiver Period had never existed.  The Borrower
acknowledges that the Syndication Parties have made no representations as to
what actions, if any, the Syndication Parties will take after the Waiver Period
or upon the occurrence of any Waiver Termination, Potential Default or Event of
Default, and the Syndication Parties and the Agent must and do hereby
specifically reserve any and all rights, remedies, and claims they have (after
giving effect hereto) with respect to the Subject Defaults and each other
Potential Default or Event of Default that may occur.  

     

        7.Acknowledgement of
Liens.  The Borrower hereby acknowledges and agrees that all
indebtedness, obligations and liabilities of the Borrower, owing to the Agent
and the Syndication Parties arising out of or in any manner relating to the Loan
Documents, shall continue to be secured by liens and security interests on all
of the Collateral pursuant to the Loan Documents heretofore or hereafter
executed and delivered by the Borrower, and nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for thereby as to the indebtedness,
obligations, and liabilities which would be secured thereby prior to giving
effect to this Agreement. 

     

        8.Representations and
Warranties.  The Borrowers represent and warrant to the Agent
and the Syndication Parties that:

     

        (a) the
Borrower has full right and authority to enter into this Agreement and to
perform all of its obligations hereunder, and the Borrower has full right and
authority to grant to the Agent the liens and security interests contemplated
hereby;

     

        (b)this
Agreement and the performance or observance by the Borrower of any of the
matters and things herein or therein provided for do not (i) contravene or
constitute a default under any provision of law or any judgment, injunction,
order or decree binding upon the Borrower or any provision of the organizational
documents (e.g.,
certificate or articles of incorporation and by-laws) of the Borrower, or
(ii) contravene or constitute a default under any covenant, indenture or
agreement of or affecting the Borrower or any of its Property;

     

        (c)the
obligations of the Borrower under this Agreement and each of the Loan Documents
executed and delivered by it are legal, valid, enforceable (except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors’
rights generally) and subsisting and not subject to set-off, defense (other than
payment) or counterclaim;

     

        (d)other than
the Subject Defaults, no Potential Default or Event of Default has occurred and
is continuing; 

     

        (e)the
Borrower’s indebtedness, obligations and liabilities to the Agent and the
Syndication Parties under the Loan Documents constitute “Designated Senior
indebtedness” as defined in the First Supplemental Indenture dated as of January
24, 2007, between the Borrower and Wells Fargo Bank, National Association, as
Trustee, relating to the Borrower’s 8-3/8% Senior Subordinated Notes due 2017;


     

        (f)as of the
close of business in Chicago, Illinois on September 24, 2008, the undrawn amount
of all commitments under the CoBank Credit Agreement was $143,000,000 and the
undrawn amount of all Revolving Credit Commitments under the Credit Agreement
was $35,500,000; and

     

        (g)the
Borrower has decided that during the Waiver Period it will not pay any interest
on its 8-3/8% Senior Subordinated Notes due 2017 or its 7-5/8% Senior Notes due
May-1, 2015.

    


        9. Amendment.  Borrower,
Agent and the Required Lenders agree to negotiate in good faith to amend the
Credit Agreement specifically in respect of the Mandatory Prepayment,
Appraisals, Borrowing, Liens and any other similar provisions to permit the
grant of the second liens to BMO as agent in the BMO Collateral and to permit
the grant of a security interest to CoBank as agent for the Syndication Parties
in the assets and properties in addition to the existing Collateral on or prior
to the execution of the BMO Intercreditor Agreement. 

     

        10.Release.  For value
received, including without limitation, the agreements of the Syndication
Parties in this Agreement, the Borrower hereby releases the Agent and each
Syndication Party, its current and former shareholders, directors, officers,
agents, employees, attorneys, consultants, and professional advisors
(collectively, the “Released
Parties”) of and from any and all demands, actions, causes of action,
suits, controversies, acts and omissions, liabilities, and other claims of every
kind or nature whatsoever, both in law and in equity, known or unknown, which
such Borrower has or ever had against the Released Parties from the beginning of
the world to this date arising in any way out of the existing financing
arrangements between the Borrowers and the Syndication Parties, and the Borrower
further acknowledges that, as of the date hereof, it does not have any
counterclaim, set-off, or defense against the Released Parties, each of which
the Borrower hereby expressly waives.

     

        11.Loan Documents Remain
Effective.  Except as expressly set forth in this Agreement,
the Loan Documents and all of the obligations of the Borrower thereunder, the
rights and benefits of the Agent and Syndication Parties thereunder, and the
liens and security interests created thereby remain in full force and
effect.  Without limiting the foregoing, the Borrower agrees to comply
with all of the terms, conditions, and provisions of the Loan Documents except
to the extent such compliance is irreconcilably inconsistent with the express
provisions of this Agreement.  This Agreement and the Loan Documents
are intended by the Syndication Parties as a final expression of their agreement
and are intended as a complete and exclusive statement of the terms and
conditions of that agreement.

     

        12.Fees and
Expenses.  

     

        12.1The
Borrower shall have paid the Administrative Agent, by wire transfer of
immediately available federal funds (a) all fees presently due under the Credit
Agreement; (b) all expenses owing pursuant to Section 15.1 of the Credit
Agreement.

     

        12.2The
Borrower shall pay on demand all fees and expenses (including attorneys’ fees)
incurred by the Agent and its counsel in connection with this Agreement and the
other instruments and documents being executed and delivered in connection
herewith, and all fees and expenses of counsel to the Agent with respect to the
credit facilities subject to the Credit Agreement .

     

        12.3.The
Borrower shall pay a fee in consideration of this Agreement, in an amount equal
to the total obligations outstanding under the Credit Agreement multiplied by 10
basis points.

     

        13.Conditions
Precedent.  The effectiveness of this Agreement is subject to
the satisfaction of the following conditions precedent:  

     

    (a)the
Borrower, the Agent, and the Required Lenders shall have executed and delivered
this Agreement, on or before October 27, 2008;

     

    (b)the
Agent shall have received a copy of a fully executed limited duration waiver
from the lenders party to the BMO Credit Agreement and Bank of Montreal, as
agent for such lenders, waiving any default under the BMO Credit Agreement that
is analogous to the Subject Defaults for a period ending no earlier than
November 26, 2008, which limited duration waiver shall not contain any other
terms or provisions that are not contained in this Agreement or that are
inconsistent with the terms of this Agreement or that are more favorable to the
lenders under the BMO Credit Agreement than the terms of this Agreement are
favorable to the Syndication Parties, and which otherwise shall be in form and
substance reasonably satisfactory to the Agent (the “BMO Limited Duration Waiver”),
and such limited duration waiver shall be effective; 

     

    (c)the
Agent shall have received a copy of a fully executed limited duration waiver
from the lenders party to the Receivables Purchase Agreement and the
Securitization Agent, waiving any default under the Receivables Purchase
Agreement that is analogous to the Subject Defaults for a period ending no
earlier than November 26, 2008, agreeing to extend any amendments to the Amended
and Restated Receivables Purchase Agreement dated as of October 10, 2008
and agreeing to continue to provide credit thereunder during the Waiver Period,
which limited duration waiver shall not contain any other terms or provisions
that are not contained in this Agreement or more favorable to the purchasers
under the Receivables Purchase Agreement than the terms of this Agreement are
favorable to the Syndication Parties, and which otherwise shall be in form and
substance reasonably satisfactory to the Agent (the “Fairway Limited Duration
Waiver”) and such Fairway Limited Duration Waiver shall be effective;


     

    (d)the
payment of the legal fees and expenses referred to in Section 12 above;
and

     

    (e)the
payment of the fee pursuant to Section 12.3 of this Agreement.

     

        14.Authorization to Enter into
Collateral Documents and Intercreditor Agreement.  The Required
Lenders hereby irrevocably authorize the Agent to execute and deliver
(a) such amendments (including an amendment and restatement) to the
Security Agreement or such security agreements, mortgages, deeds of trust and
other instruments as the Agent may deem appropriate to obtain the liens and
security interests contemplated by this Agreement (collectively, the “Additional Security
Documents”), and (b) the BMO Intercreditor Agreement on behalf of
each of the Syndication Parties and to take such action and exercise such powers
under the Additional Security Documents and the BMO Intercreditor Agreement as
the Agent considers appropriate.  Each Syndication Party acknowledges
and agrees that it will be bound by the terms and conditions of the BMO
Intercreditor Agreement upon the execution and delivery thereof by the
Agent.  Except as otherwise specifically provided for herein, no
Syndication Party, other than the Agent, shall have the right to institute any
suit, action or proceeding in equity or at law for the enforcement of any remedy
under the Additional Security Documents or the BMO Intercreditor Agreement; it
being understood and intended that no one or more of the Syndication Parties
shall have any right in any manner whatsoever to enforce any right thereunder,
and that all proceedings at law or in equity shall be instituted, had, and
maintained by the Agent for the benefit of the Syndication
Parties.  The parties hereto hereby acknowledge and agree that each of
the Additional Security Documents and the BMO Intercreditor Agreement shall
constitute a Loan Document for all purposes of the Credit Agreement and the
other Loan Documents.

     

        15.General
Provisions.

     

        15.1Authority
of Borrower.  By its acceptance hereof, the Borrower hereby represents
that it has the necessary power and authority to execute, deliver, and perform
the undertakings contained herein, and that this Agreement constitutes the valid
and binding obligation of the Borrower enforceable against it in accordance with
its terms.

     

        15.2Severability.  Any
provision of this Agreement held invalid, illegal, or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality, or unenforceability without affecting the validity,
legality, and enforceability of the remaining provision hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

        15.3Loan
Document.  The parties hereto hereby acknowledge and agree that this
Agreement shall constitute a Loan Document for all purposes of the Credit
Agreement and the other Loan Documents.

     

        15.4Survivability.  Unless
otherwise expressly stated herein, the provisions of this Agreement shall
survive the termination of the Waiver Period.

     

        15.5Counterparts.  This
Agreement may be executed in counterparts and by different parties on separate
counterpart signature pages, each of which constitutes an original and all of
which taken together constitute one and the same instrument.  Delivery
of executed counterparts of this Agreement by telecopy shall be effective as an
original.  This Agreement may be executed by the parties hereto in
separate counterparts, each of which, when so executed and delivered, shall be
an original, but all such counterparts shall together constitute one and the
same instrument.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.  Copies of documents or signature pages bearing
original signatures, and executed documents or signature pages delivered by a
party by telefax, facsimile, or e-mail transmission of an Adobe® file format
document (also known as a PDF file) shall, in each such instance, be deemed to
be, and shall constitute and be treated as, an original signed document or
counterpart, as applicable.  Any party delivering an executed
counterpart of this Agreement by telefax, facsimile, or e-mail transmission of
an Adobe® file format document also shall deliver an original executed
counterpart of this Agreement, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.

     

        15.6Governing
Law.  This Agreement shall be governed by Colorado law and shall be
governed and interpreted on the same basis as the Credit Agreement.

     

        15.7Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of Borrower, Agent, and the Syndication Parties, and their respective
successors and assigns, except that Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of all the
Syndication Parties.

     

        15.8Headings.  The
captions or headings in this Agreement are for convenience only and in no way
define, limit or describe the scope or intent of any provision of this
Agreement.

     

        15.9No Other
Modifications.  The Credit Agreement, except as expressly modified
herein, shall continue in full force and effect and be binding upon the parties
thereto.

     

    [Signature
Pages to Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date and year first above written.

     

    


    ADMINISTRATIVE
AGENT:CoBank, ACB

    


    


    By:

    Name:James
Matzat

    Title:Vice
President

    


    


    BORROWER:Pilgrim’s
Pride Corporation

    


    


    By:

    Name:Richard
A. Cogdill

    Title:Exe.
VP, CFO, Sec & Treas.

    


    


    SYNDICATION
PARTIES:CoBank, ACB

    


    


    By:

    Name:James
Matzat

    Title:Vice
President

    


    Agriland, FCS

    


    


    By:

    Name:Dwayne
Young

    Title:Chief
Executive Officer

    


    Deere Credit, Inc.

    


    


    By:

    Name:Michael
P. Kuehn

    Title:Manager,
AFS Johnson Credit Operations

    


    {Signature
Page to Agreement}

    


    Bank
of the West

    


    


    By:

    Name:

    Title:

    


    


    John
Hancock Life Insurance Company

    


    


    By:

    Name:

    Title:

    


    


    The
Variable Annuity Life Insurance Company

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    


    The
United States Life Insurance Company in the City of New York

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    


    Merit
Life Insurance Co.

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    {Signature
Page to Agreement}

    


    American
General Assurance Company

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    AIG
International Group, Inc.

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    AIG
Annuity Insurance Company

    AIG
Global Investment Corp., investment advisor

    


    By:

    Name:

    Title:

    


    Transamerica
Life Insurance Company

    


    


    By:

    Name:

    Title:

    


    The
CIT Group/Business Credit, Inc.

    


    


    By:

    Name:

    Title:

    


    Metropolitan
Life Insurance Company

    


    


    By:

    Name:

    Title:

    


    {Signature
Page to Agreement }

    


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

    


    


    By:

    Name:

    Title:

    


    


    By:

    Name:

    Title:

    


    


    Farm
Credit Services of America, PCA

    


    


    By:

    Name:

    Title:

    


    


    


    The
Prudential Insurance Company of America

    


    


    By:

    Name:

    Title:

    


    {Signature
Page to Agreement}