ex10_2.htm


    Exhibit
10.2

    


    Pilgrim’s
Pride Corporation

    First
Amendment to Fourth Amended and Restated Secured Credit Agreement

     

    This
First Amendment to Fourth Amended and Restated Secured Credit Agreement (herein,
the “Amendment”) is
entered into as of March 11, 2008, among Pilgrim’s Pride Corporation, a
Delaware corporation (the “Company”), To-Ricos, Ltd., a
Bermuda company (“To-Ricos”), To-Ricos
Distribution, Ltd., a Bermuda company (“To-Ricos Distribution”; and
together with To-Ricos, the “Foreign Borrowers”; the
Company and the Foreign Borrowers collectively, the “Borrowers” and individually,
a “Borrower”), the Banks party hereto,
and Bank of Montreal a Canadian chartered bank acting through its Chicago
branch, as administrative agent for the Banks (the “Agent”).

     

    Preliminary
Statements

     

    A.The
Borrowers, the Banks and the Agent are parties to that certain Fourth Amended
and Restated Secured Credit Agreement dated as of February 8, 2007 (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
Borrowers and the Banks have agreed to amend the definition of the term “EBITDA” contained in
Section 4.1 of 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:

     

    
      	
               
      

            	
              1.Amendments.

            


    

     

    Upon
satisfaction of all of the applicable conditions precedent set forth in
Section 2 hereof, the Credit Agreement shall be amended as
follows:

     

    1.1.The
definition of the term “EBITDA” Section 4.1 of
the Credit Agreement shall be amended to read as follows:

     

    “EBITDA” shall mean, with
reference to any period, the earnings of the Company 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 the Company and its
Subsidiaries for such period, (C) depreciation and amortization charges of the
Company and its Subsidiaries for such period, (D) extraordinary losses of the
Company and its Subsidiaries for such period, and (E) with the Agent’s consent,
Restructuring Charges of the Company and its Subsidiaries for such period, minus (ii) extraordinary gains of
the Company and its Subsidiaries for such period, all as determined on the basis
of generally accepted accounting principles consistently applied.

     

    1.2.Section 4.1
of the Credit Agreement shall be amended by adding the following definition
thereto in the appropriate alphabetical order:

     

    “Restructuring Charges” shall
mean 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.

     

    
      	
               
      

            	
              2.Conditions
      Precedent.

            


    

     

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

     

    2.1.The
Borrowers and the Required Banks shall have executed this Amendment (such
execution may be in several counterparts and the several parties hereto may
execute on separate counterparts).

     

    2.2.Each
of the representations and warranties set forth in Section 5 of the Credit
Agreement shall be true and correct.

     

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

     

    
      	
               
      

            	
              3.Representations
      And Warranties.

            


    

     

    3.1.The
Company, by its execution of this Amendment, hereby represents and warrants the
following:

     

    (a)each
of the representations and warranties set forth in Section 5 of the Credit
Agreement is true and correct as of the date hereof, except that the
representations and warranties made under Section 5.3 shall be deemed to
refer to the most recent annual report furnished to the Banks by the Company;
and

     

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

     

    
      	
               
      

            	
              4.Miscellaneous.

            


    

     

    4.1.The
Company has heretofore executed and delivered to the Agent that certain Security
Agreement Re:  Accounts Receivable, Farm Products and Inventory dated
as of May 27, 1993, as amended (the “Security Agreement”) and the
Company hereby agrees that the Security Agreement shall secure all of the
Company’s indebtedness, obligations and liabilities to the Agent and the Banks
under the Credit Agreement as amended by this Amendment, that notwithstanding
the execution and delivery of this Amendment, the Security Agreement shall be
and remain in full force and effect and that any rights and remedies of the
Agent thereunder, obligations of the Company thereunder and any liens or
security interests created or provided for thereunder shall be and remain in
full force and effect and shall not be affected, impaired or discharged
thereby.  Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Security Agreement as to the indebtedness which would be secured thereby
prior to giving effect to this Amendment.

     

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

     

    4.3.The
Company agrees to pay all reasonable out-of-pocket costs and expenses incurred
by the Agent in connection with the preparation, execution and delivery of this
Amendment and the documents and transactions contemplated hereby, including the
reasonable fees and expenses of Chapman and Cutler LLP.

     

    4.4.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.

     

    4.5.(a) This
Amendment and the rights and duties of the parties hereto, shall be construed
and determined in accordance with the internal laws of the State of Illinois,
except to the extent provided in Section 4.5(b) hereof
and to the extent that the Federal laws of the United States of America may
otherwise apply.

     

    (b)Notwithstanding
anything in Section 4.5(a) hereof to the contrary, nothing in this
Amendment, the Credit Agreement, the Notes, or the Other Loan Documents shall be
deemed to constitute a waiver of any rights which the Company, the Agent or any
of the Banks may have under the National Bank Act or other applicable Federal
law.

     

    [Signature
pages to follow]


    
      
        
          DALDMS-635987-v3-Form_8-K_for_7th_Amendment_to_CoBank_Credit_Agreement.DOC

          1078278/RLC

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

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

     

    
      	
               
      

            	
              “Borrowers”

            


    

     

    
      	
               
      

            	
              Pilgrim’s
      Pride Corporation

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Its
      Chief Financial Officer

            


    

     

    
      	
               
      

            	
              To-Ricos,
      Ltd.

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Its
      Executive Vice President, Treasurer and Assistant
  Secretary

            


    

     

    
      	
               
      

            	
              To-Ricos
      Distribution, Ltd.

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Its
      Executive Vice President, Treasurer and Assistant
  Secretary

            


    

     

    Accepted
and Agreed to as of the day and year last above written.

     

    
      	
               
      

            	
              Bank
      of Montreal, as Agent

            


    

     

    
      	
               
      

            	
              By
      /s/ David J.
      Bechstein

            


    

    
      	
               
      

            	
              Its
      Vice President

            


    

     

    
      	
               
      

            	
              BMO
      Capital Markets Financing, Inc., individually and as Swing
      Bank

            


    

     

    
      	
               
      

            	
              By
      /s/ David J.
      Bechstein

            


    

    
      	
               
      

            	
              Its
      Vice President

            


    

     

    
      	
               
      

            	
              SunTrust
      Bank

            


    

     

    
      	
               
      

            	
              By
      /s/ M. Gabe
      Bonfield

            


    

    
      	
               
      

            	
              Its
      Vice
      President

            


    

     

    
      	
               
      

            	
              U.S.
      Bank National Association

            


    

     

    
      	
               
      

            	
              By
      /s/ Charles
      Dale

            


    

    
      	
               
      

            	
              Its
      SeniorVice
      President

            


    

     

    
      	
               
      

            	
              Wells
      Fargo Bank National Association

            


    

     

    
      	
               
      

            	
              By
      /s/ Jeff
      Mercer

            


    

    
      	
               
      

            	
              Its
      Vice
      President

            


    

     

    
      	
               
      

            	
              ING
      Capital LLC

            


    

     

    
      	
               
      

            	
              By
      /s/ Lina A.
      Garcia

            


    

    
      	
               
      

            	
              Its
      Vice
      President

            


    

     

    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Its

            


    

     

    
      	
               
      

            	
              Credit
      Suisse, Cayman Islands Branch

            


    

     

    
      	
               
      

            	
              By
      /s/ Karl
      Studer

            


    

    
      	
               
      

            	
              Its
      Director

            


    

     

    
      	
               
      

            	
              By
      /s/ Petra
      Jaek

            


    

    
      	
               
      

            	
              Its
      Assistant Vice
      President

            


    

     

    
      	
               
      

            	
              Bank
      of America N.A.

            


    

     

    
      	
               
      

            	
              By
      /s/
      illegible

            


    

    
      	
               
      

            	
              Its
      Vice
      President

            


    

     

    
      	
               
      

            	
              CALYON
      New York Branch

            


    

     

    
      	
               
      

            	
              By  /s/ Greg
      Hennenfent

            


    

    
      	
               
      

            	
              Its
      Director

            


    

     

    
      	
               
      

            	
              By
      /s/ Blake
      Wright

            


    

    
      	
               
      

            	
              Its
      Managing
      Director

            


    

     

    
      	
               
      

            	
              Natixis
      New York Branch

            


    

     

    
      	
               
      

            	
              By
      /s/ Stephen A.
      Jendras

            


    

    
      	
               
      

            	
              Its
      Managing
      Director

            


    

     

    
      	
               
      

            	
              JP
      Morgan Chase Bank, N.A.

            


    

     

    
      	
               
      

            	
              By
      /s/ Barbara R.
      Marks

            


    

    
      	
               
      

            	
              Its
      Executive
      Director

            


    

     

    
      	
               
      

            	
              Deutsche
      Bank Trust Company Americas

            


    

     

    
      	
               
      

            	
              By
      /s/ Scottye
      Lindsey

            


    

    
      	
               
      

            	
              Its
      Director

            


    

     

    
      	
               
      

            	
              By
      /s/ Carin
      Koogan

            


    

    
      	
               
      

            	
              Its
      Director

            


    

     

    
      	
               
      

            	
              First
      National Bank of Omaha

            


    

     

    
      	
               
      

            	
              By
      /s/ Wade
      Horton

            


    

    
      	
               
      

            	
              Its
      Vice
      President

            


    


    
      
        
          -  -