ex10_3.htm


    Exhibit
10.3

    AMENDMENT
No. 6

     

    Dated
as of March 11, 2008

     

    to

     

    RECEIVABLES
PURCHASE AGREEMENT

     

    Dated
as of June 26, 1998

     

    This
AMENDMENT NO. 6 (this “Amendment”) dated as
of March 11, 2008 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION
(“Seller”),
PILGRIM’S PRIDE CORPORATION (“Pilgrim’s Pride”) as
initial Servicer, FAIRWAY FINANCE COMPANY, LLC (f/k/a Fairway Finance
Corporation) (“Purchaser”) and BMO
CAPITAL MARKETS CORP. (f/k/a Harris Nesbitt Corp. (f/k/a BMO Nesbitt Burns
Corp.)), as agent for the Purchaser (in such capacity, together with its
successors and assigns, the “Agent”).

     

    RECITALS

     

    WHEREAS,
the parties hereto have entered into a certain Receivables Purchase Agreement
dated as of June 26, 1998 (as amended through the date hereof, the “Agreement”);

     

    WHEREAS,
in order to make the most efficient use of the financing facility contemplated
by the Agreement and the other Transaction Documents, the Seller has requested
the Purchaser and the Agent to agree to certain amendments and/or modifications
to such facility as described herein for various purposes;

     

    WHEREAS,
the Purchaser and the Agent are willing to agree to such amendments solely on
the terms and subject to the conditions set forth herein;

     

    NOW,
THEREFORE, in consideration of the promises and the mutual agreements contained
herein and in the Agreement, the parties hereto agree as follows:

     

    SECTION
1. Definitions.  All
capitalized terms used, but not otherwise defined, herein shall  have
the respective meanings for such terms set forth in Exhibit I to the
Agreement.

     

    SECTION
2. Amendments to the
Agreement.  The Agreement is hereby amended as
follows:

     

    2.1. The
definition of “EBITDA” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:

     

     

    “EBITDA” means, with
reference to any period, the earnings of Pilgrim’s Pride and its subsidiaries on
a consolidated basis for such period plus (i) the sum of all
amounts deducted arriving at such earnings amount in respect of (A) Interest
Expense for such period, (B) income tax obligations of Pilgrim’s Pride and its
subsidiaries for such period, (C) depreciation and amortization charges of
Pilgrim’s Pride and its subsidiaries for such period, (D) extraordinary losses
of Pilgrim’s Pride and its subsidiaries for such period, and (E) with the
Agent’s consent, Restructuring Charges of Pilgrim’s Pride and its subsidiaries
for such period, minus
(ii) extraordinary gains of
Pilgrim’s Pride and its subsidiaries for such period, all as determined on the
basis of generally accepted accounting principles consistently
applied.

     

    2.2The
definition of “Interest Expense” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:

    


    “Interest Expense” for
any period shall mean all interest charges during such period, including all
amortization of debt discount and expense and imputed interest with respect to
capitalized lease obligations, determined on a consolidated basis in accordance
with generally accepted accounting principles, consistently applied, including
without limitation dividends relating to Convertible Stock that is classified as
debt under generally accepted accounting principles, consistently applied, or
which Pilgrim’s Pride elects to treat as Debt under this Agreement.

     

    2.3Exhibit I to the
Agreement is hereby amended by adding the following new definitions thereto in
the appropriate alphabetical order:

    


    
      	
               
      

            	
              “Capital
      Stock” means, with
      respect to any Person, any and all shares, interests, participations or
      other equivalents (however designated) of such Person’s capital stock,
      whether or not outstanding on the date of this Agreement, including,
      without limitation, any option, warrant or other right relating to any
      such capital stock.

            


    

    


    “Convertible
Stock” means preferred stock
and other Capital Stock that are convertible, exchangeable or exercisable into
Pilgrim’s Pride’s common stock.

     

    “Restructuring
Charges” means asset impairment charges, lease termination costs,
severance costs, facility shutdown costs and other related restructuring charges
related to or associated with a permanent reduction in capacity, closure of
plants or facilities, cut-backs or plant closures or a significant
reconfiguration of a facility.

     

    SECTION
3. Representations and
Warranties.  Each of the Seller and the Servicer hereby
represents and warrants to the Purchaser and the Agent that the representations
and warranties of such Person contained in Exhibit III to the
Agreement are true and correct as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties
were true and correct as of such earlier date), and that as of the date hereof,
no Termination Event or Unmatured Termination Event has occurred and is
continuing or will result from this Amendment.

     

    SECTION
4. Effect of
Amendment.  (a) All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect
and are hereby ratified and confirmed in all respects.  After this
Amendment becomes effective, all references in the Agreement (or in any other
Transaction Document) to “this Agreement”, “hereof”, “herein” or words of
similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment.  This Amendment shall not
be deemed, either expressly or impliedly, to waive, amend or supplement any
provision of the Agreement other than as set forth herein.

     

    (b) Notwithstanding
anything in the Agreement or any other Transaction Document to the contrary,
each of the parties hereto, hereby consents and agrees to the amendments
contemplated hereby and that all of the provisions in the Agreement, the
Purchase and Contribution Agreement, the Purchase Agreement and the other
Transaction Documents shall be interpreted so as to give effect to the intent of
the parties hereto as set forth in this Amendment.

     

    SECTION
5. Effectiveness.  This
Amendment shall become effective as of the date hereof upon receipt by the Agent
of the following (each, in form and substance satisfactory to the
Agent):

     

    (a) Counterparts
of this Amendment executed by each of the parties hereto (including facsimile or
electronic copies); and

     

    (b) Such
other documents, resolutions, certificates, agreements and opinions as the Agent
may reasonably request in connection herewith.

     

    SECTION
6. Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute but one and
the same instrument.

     

    SECTION
7. Governing
Law.  This Amendment, including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the laws
of the State of Texas (without giving effect to the conflict of laws principles
thereof).

     

    SECTION
8. Section
Headings.  The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.

     

    (continued
on following page)

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.

     

    PILGRIM’S
PRIDE FUNDING CORPORATION,

    as
Seller

    


    


    By: /s/ Richard A.
Cogdill

    Name:
Richard A. Cogdill

    Title:   Vice
President, Secretary & Treasurer

    


    


    


    PILGRIM’S
PRIDE CORPORATION,

    as
initial Servicer

    


    


    By: /s/ Richard A.
Cogdill

    Name:
Richard A. Cogdill

    Title:  Chief
Financial Officer, Secretary & Treasurer

    


    


    


    FAIRWAY
FINANCE COMPANY, LLC,

    as
Purchaser

    


    


    By:
/s/ Lori
Gebron

    Name:  Lori
Gebron

    Title:  Vice
President

    


    


    


    BMO
CAPITAL MARKETS CORP.,

    as
Agent

    


    


    By: /s/ Brian
Zaban

    Name:
Brian Zaban

    Title:  Managing
Director