ex10_1.htm


    Exhibit
10.1

    


    Pilgrim’s
Pride Corporation

    Fourth
Amendment To Amended and Restated Post-Petition Credit Agreement

     

    This
Fourth Amendment to Amended and Restated Post-Petition Credit Agreement (herein,
the “Amendment”) is
entered into as of December 1, 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, as heretofore amended (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 has requested the Lenders to
extend the Maturity Date to January 31, 2010 and to reduce the DIP
Commitments of the Lenders to $250,000,000.

     

    C.Certain of the Lenders (the “Continuing Lenders”) are
willing to amend the Credit Agreement on the terms and conditions set forth in
this Amendment.

     

    D.Those Lenders that are not Continuing Lenders
(the “Departing
Lenders”) are joining in this Amendment for the sole purpose of
acknowledging the termination of their DIP Commitments and terminating their
rights and obligations under the Credit Agreement.

     

    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
the term “Maturity Date”
contained in Section 5.1 of the Credit Agreement shall be amended to
read as follows:

     

    “Maturity Date” means
January 31, 2010.

     

    Section 1.2. Schedule 1
to the Credit Agreement is hereby deleted and replaced in its entirety by
Schedule 1 attached to this Amendment.

     

    Section 1.3. The Borrower and
the Lenders agree that the DIP Commitments are hereby permanently reduced to
$250,000,000 and that the amount of each Lender’s DIP Commitment is the amount
set forth on Schedule 1 for such Lender.

     

    Section 1.4. From and after
the date on which all of the conditions precedent specified in Section 2
hereof are satisfied (the “Effective Date”) the
Departing Lenders shall no longer be parties to the Credit Agreement and shall
have no rights or obligations thereunder, other than those rights which by their
terms survive the termination of the Credit Agreement.

     

    
      	
               
      

            	
              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 Continuing Lenders shall have executed and delivered this
Amendment.

     

    Section 2.2. The Departing
Lenders shall have executed and delivered the Acknowledgement and Agreement of
Departing Lenders attached to this Amendment.

     

    Section 2.3. 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 2.4. 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 2.5. The DIP Agent
shall have received:

     

    (a)a certificate of the Secretary or Assistant
Secretary of the Borrower and each Guarantor to the effect that from and after
the Petition Date no  amendments or other modifications to the
Borrower’s or such Guarantor’s articles of incorporation and bylaws (or
comparable organizational documents), as the same were in effect on the Petition
Date, have been made;

     

    (b)copies of resolutions of the Borrower’s and
each Guarantor’s Board of Directors (or similar governing body) authorizing the
execution, delivery and performance of this Amendment and the consummation of
the transactions contemplated hereby and thereby, together with specimen
signatures of the persons authorized to execute such documents on the Borrower’s
and each Guarantor’s behalf, all certified in each instance by its Secretary or
Assistant Secretary; and

     

    (c)the favorable written opinion of counsel to the
Debtors (other than To-Ricos, To-Ricos Distribution and Pilgrim’s Pride
Corporation of West Virginia, Inc.) in form and substance reasonably
satisfactory to the DIP Agent and the Lenders.

     

    Section 2.6. The Bankruptcy
Court shall have entered an order authorizing the execution and delivery of this
Amendment and such order shall not have been amended, stayed, vacated, reversed
or modified (in the case of an amendment or modification in a manner which
materially and adversely affects the rights of the Lenders or the DIP Agent and
which amendment or modification is not acceptable to the Continuing
Lenders).

     

    Section 2.7. The Borrower
shall have paid to the DIP Agent for the account of the Departing Lenders all
amounts owed by the Debtors to the Departing Lenders, including without
limitation the principal balance of all DIP Loans made by the Departing Lenders
that are then outstanding, if any, all accrued and unpaid interest thereon
and  all accrued and unpaid fees.

     

    
      	
               
      

            	
              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.

     

    
      	
               
      

            	
              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]


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    This
Fourth 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

            


    

     

    
      	
               
      

            	
              “Guarantors”

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Name:  Richard
      A. Cogdill

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Name:  Richard
      A. Cogdill

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

     

    
      	
               
      

            	
              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

            


    


    
      
        
          Pilgrim’s
Pride Corporation

          Signature
Page to Fourth Amendment to Amended and Restated Post-Petition Credit Agreement


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Name:  Richard
      A. Cogdill

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Name:  Richard
      A. Cogdill

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Richard A.
      Cogdill

            


    

    
      	
               
      

            	
              Name:  Richard
      A. Cogdill

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

    


    



    
      
        
          Pilgrim’s
Pride Corporation

          Signature
Page to Fourth Amendment to Amended and Restated Post-Petition Credit
Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              “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

            


    

    
      	
               
      

            	
              Barry
      W. Stratton

            


    

    
      	
               
      

            	
              Managing
      Director

            


    

    



    
      
        
          Pilgrim’s
Pride Corporation

          Signature
Page to Fourth Amendment to Amended and Restated Post-Petition Credit
Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              “Continuing
      Lenders”

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              By
      /s/ Michalene
      Donegan

            


    

    
      	
               
      

            	
              Its
      Michalene Donegan, Executive
Director

            


    

     

    
      	
               
      

            	
              By
      /s/ Brett
      Delfino

            


    

    
      	
               
      

            	
              Its
      Brett Delfino, Executive Director

            


    

     

    
      	
               
      

            	
              U.S.
      Bank National Association

            


    

     

    
      	
               
      

            	
              By
      /s/ Dale L.
      Welke

            


    

    
      	
               
      

            	
              Its
      Vice President

            


    

     

    
      	
               
      

            	
              ING
      Capital LLC

            


    

     

    
      	
               
      

            	
              /s/ Lina A.
      Garcia

            


    

    
      	
               
      

            	
              By
      Lina A. Garcia

            


    

    
      	
               
      

            	
              Its:
      Director

            


    


    
      
        
          Pilgrim’s
Pride Corporation

          Signature
Page to Fourth Amendment to Amended and Restated Post-Petition Credit
Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Acknowledgement
and Agreement of Departing Lenders

     

    The
undersigned, each of which is a Departing Lender (as defined in the above and
foregoing Fourth Amendment to Amended and Restated Post-Petition Credit
Agreement(the “Fourth
Amendment”)), each hereby consents to the foregoing Fourth Amendment and
acknowledges and agrees that from and after the Effective Date of the Fourth
Amendment it shall cease to be a Lender under the Credit Agreement and shall
have no rights or obligations thereunder, other than those rights which by their
terms survive the termination of the Credit Agreement. 

     

    
      	
               
      

            	
              “Departing
      Lenders”

            


    

     

    
      	
               
      

            	
              Wells
      Fargo Bank National Association

            


    

     

    
      	
               
      

            	
              By
      /s/
      illegible

            


    

    
      	
               
      

            	
              Its
      Senior Vice President

            


    

     

    
      	
               
      

            	
              CALYON
      New York Branch

            


    

     

    
      	
               
      

            	
              By
      /s/ Mark
      Koneval

            


    

    
      	
               
      

            	
              Its
      MD

            


    

     

    
      	
               
      

            	
              By
      /s/ Alan
      Sidrane

            


    

    
      	
               
      

            	
              Its
      MD

            


    

     

    
      	
               
      

            	
              Natixis
      New York Branch

            


    

     

    
      	
               
      

            	
              By
      /s/ Alisa
      Trani

            


    

    
      	
               
      

            	
              Its
      Alisa Trani

            


    

    
      	
               
      

            	
                   Associate
      Director

            


    

     

    
      	
               
      

            	
              By
      /s/ Stephen A.
      Jendras

            


    

    
      	
               
      

            	
              Its
      Stephen A. Jendras

            


    

    
      	
               
      

            	
                   Managing
      Director

            


    

     

    
      	
               
      

            	
              SunTrust
      Bank

            


    

     

    
      	
               
      

            	
              By
      /s/ Janet R.
      Naifeh

            


    

    
      	
               
      

            	
              Its
      SVP

            


    

     

    
      	
               
      

            	
              First
      National Bank of Omaha

            


    

     

    
      	
               
      

            	
              By
      /s/ Wade
      Horton

            


    

    
      	
               
      

            	
              Its
      Vice President

            


    

     

    



    
      
        
          Pilgrim’s
Pride Corporation

          Signature
Page to Acknowledgement and Agreement of Departing Lenders 

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Schedule 1

     

    Commitments

    
      	
              Name
      of Lender

            	
              DIP
      Commitment

            
	
              Bank
      of Montreal

            	
              $104,166,675.00

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

            	
              $104,166,675.00

            
	
              U.S.
      Bank National Association

            	
              $25,000,000.00

            
	
              ING
      Capital LLC

            	
              $16,666,650.00

            
	
              Total

            	
              $250,000,000