First Amendment to Credit Agreement between Pilgrim's Pride Corporation and
      CoBank ACB


    FIRST
      AMENDMENT TO CREDIT AGREEMENT

     

    Parties:

     

    “CoBank”: CoBank,
      ACB

    5500
      South Quebec Street 

    Greenwood
      Village, Colorado 80111

    


    “Borrower”: Pilgrim’s
      Pride Corporation

    110
      South
      Texas Street

    Pittsburg,
      Texas 75686

    


    “Syndication
      Parties”: Whose
      signatures appear below

    


    Execution
      Date:
      September 22, 2005

     

     

    Recitals:

     

    A.  CoBank
      (in its capacity as the Administrative Agent (“Agent”)
      and as
      a Syndication Party) and Borrower have entered into that certain 2004 Amended
      and Restated Credit Agreement (Convertible Revolving Loan) dated as of April
      7,
      2004 (as amended, modified, or supplemented from time to time, the “Credit
      Agreement”)
      pursuant to which CoBank and any entity which becomes a “Syndication Party” has
      extended certain credit facilities to Borrower under the terms and conditions
      set forth in the Credit Agreement.

     

    B.  Borrower
      has requested that the Agent and the Syndication Parties broaden Borrower’s
      authority to make Investments, which the Agent and the Syndication Parties
      are
      willing to do under the terms and conditions as set forth in this First
      Amendment to Credit Agreement (“First
      Amendment”).

     

     

    Agreement:

     

    Now,
      therefore, in consideration of the mutual covenants and agreements herein
      contained and other good and valuable consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:

     

    1.  Amendments
      to Credit Agreement.
      The
      Credit Agreement is amended as of the Effective Date as follows:

     

    1.1  Section
      10.8 is hereby amended in its entirety to read as follows:

     

    10.8 Investments.
      Borrower shall not (nor shall it permit any of its Subsidiaries to) own,
      purchase or acquire any stock, obligations or securities of, or any other
      interest in, or make any capital contribution to, any Person, except that
      Borrower and the Subsidiaries may own, purchase or acquire:

     

    (a) commercial
      paper maturing not in excess of one year from the date of acquisition and rated
      P1 by Moody’s Investors Service, Inc. or A1 by Standard & Poor’s Corporation
      on the date of acquisition;

     

    (b) certificates
      of deposit in North American commercial banks rated C or better by Keefe,
      Bruyette & Woods, Inc. or 3 or better by Cates Consulting Analysts, maturing
      not in excess of one year from the date of acquisition;

     

    (c) obligations
      of the United States government or any agency thereof, the obligations of which
      are guaranteed by the United States government, maturing, in each case, not
      in
      excess of one year from the date of acquisition; 

     

    (d) repurchase
      agreements of any bank or trust company incorporated under the laws of the
      United States of America or any state thereof and fully secured by a pledge
      of
      obligations issued or fully and unconditionally guaranteed by the United States
      government; 

     

    (e) banker’s
      acceptances maturing within one year issued by any bank or trust company
      organized under the laws of the United States or any state thereof and having
      capital, surplus and undivided profits of at least $50,000,000;

     

    (f) Eurodollar
      time deposits maturing within six months purchased directly from a bank meeting
      the requirements of 10.8(b);

     

    (g) direct
      obligations issued by any state of the United States or any political
      subdivision of any such state or public instrumentality thereof maturing within
      one year and having, at the time of acquisition, the highest rating obtainable
      from either Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc.
      or Moody's Investors Service, Inc.;

     

    (h) investments
      in mutual funds that invest not less than 95% of their assets in cash and cash
      equivalents or investments of the kinds described in clauses (a) through (g)
      above;

     

    (i) investments
      in an aggregate amount of up to $8,000,000.00 in deposits maintained with the
      Pilgrim Bank of Pittsburg;

     

    (j) corporate
      bonds rated investment grade by Standard & Poor’s Ratings Group, a division
      of McGraw Hill, Inc. or by Moody’s Investors Service, Inc.;

     

    (k) Investments
      permitted under Sections 10.5, 10.6, 10.7, and 10.9;

     

    (l) Investments
      made prior to the Effective Date in Persons, which are not Subsidiaries, and
      which are identified on Exhibit
      10.8
      hereto;


     

    (m) Investments
      in the Subsidiaries; 

     

    (n) Investments
      in Intercompany Bonds;

     

    (o) Investments
      in Southern Hens, Inc. in an aggregate amount not to exceed $5,000,000.00;
      

     

    (p) Investments
      from time to time made after the Effective Date in Food Processors Water
      Cooperative, Inc. and the Greater Shenandoah Valley Development Company in
      accordance with past practice and their respective organizational documents
      as
      in effect on the date hereof; 

     

    (q) Investments
      described in, or similar to those described in, the attached Exhibit
      10.8(q),
      so long
      as at the time of purchase such Investments (other than those described in
      clauses (B) and (D) of Exhibit 10.8(q)) had a long-term senior unsecured debt
      rating of not less than Baa3 by Moody’s Investors Service, Inc. and not less
      than BBB by Standard & Poor’s Ratings Group, a division of McGraw Hill,
      Inc.; and

     

    (r) Investments
      not covered by clauses (a) through q) above, in an amount not to exceed at
      any
      time an aggregate of $50,000,000.00.

     

    1.2  Exhibit
      10.8(q) attached to this First Amendment shall be Exhibit
      10.8(q)
      to the
      Credit Agreement.

     

    2.  Conditions
      to Effectiveness of this First Amendment.
      The
      effectiveness of this First Amendment is subject to satisfaction, in the
      Administrative Agent’s sole discretion, of each of the following conditions
      precedent (the date on which all such conditions precedent are so satisfied
      shall be the “Effective
      Date”):

     

    2.1  Delivery
      of Executed Loan Documents.
      Borrower shall have delivered to the Administrative Agent, for the benefit
      of,
      and for delivery to, the Administrative Agent and the Syndication Parties,
      the
      following documents, each duly executed by Borrower and any other party
      thereto:

     

    A.  This
      First Amendment

     

    2.2  Representations
      and Warranties.
      The
      representations and warranties of Borrower in the Credit Agreement shall be
      true
      and correct in all material respects on and as of the Effective Date as though
      made on and as of such date.

     

    2.3  No
      Event of Default.
      No
      Event of Default shall have occurred and be continuing under the Credit
      Agreement as of the Effective Date of this First Amendment.

     

    2.4  Payment
      of Fees and Expenses.
      Borrower shall have paid the Administrative Agent, by wire transfer of
      immediately available federal funds (a) all fees presently due under the Credit
      Agreement (as amended by this First Amendment); and (b) all expenses owing
      as of
      the Effective Date pursuant to Section 17.1 of the Credit
      Agreement.

     

    3.  General
      Provisions.

     

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

     

    3.2  Successors
      and Assigns.
      This
      First Amendment 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.

     

    3.3  Definitions.
      Capitalized terms used, but not defined, in this First Amendment shall have
      the
      meaning set forth in the Credit Agreement.

     

    3.4  Severability.
      Should
      any provision of this First Amendment be deemed unlawful or unenforceable,
      said
      provision shall be deemed several and apart from all other provisions of this
      First Amendment and all remaining provision of this First Amendment shall be
      fully enforceable.

     

    3.5  Governing
      Law.
      To the
      extent not governed by federal law, this First Amendment and the rights and
      obligations of the parties hereto shall be governed by, interpreted and enforced
      in accordance with the laws of the State of Colorado.

     

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

     

    3.7  Counterparts.
      This
      First Amendment 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
      First
      Amendment
      by
      telefax, facsimile,
      or
      e-mail transmission of an Adobe® file format document
      also
      shall deliver an original executed counterpart of this
      First
      Amendment,
      but the
      failure to deliver an original executed counterpart shall not affect the
      validity, enforceability, and binding effect of this
      First
      Amendment.

     

    [Signatures
      to follow on next page.]

    



    
      
        
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    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
      executed as of the Effective Date.

     

    ADMINISTRATIVE
      AGENT: CoBank,
      ACB

    


    By:
       

    Name: Jim
      Stutzman

    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: Jim
      Stutzman

    Title: Vice
      President

    


    


    Agriland,
      FCS

    


    By:
       

    Name: Steve
      Ogletree

    Title: Chief
      Executive Officer

    


     

    Deere
      Credit, Inc.

    


    By:
       

    Name: Raymond
      L. Murphey

    Title: Senior
      Account Credit Manager

    


    


     

    



    
      
        
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    EXHIBIT
      10.8(q) TO CREDIT AGREEMENT

    


    CORPORATE
      CASH INVESTMENT POLICY

    


    Each
      of
      the following Investments, provided that at the time of purchase such Investment
      (other than Items B and D below) shall have a long-term senior unsecured debt
      rating of not less than Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) and
      not less than BBB by Standard & Poor’s Ratings Group, a division of McGraw
      Hill, Inc. (“S&P”): 

    


    A. Obligations
      of, or those guaranteed or insured by, the U.S. government or U.S. government
      sponsored enterprises or agencies; 

    


    B. Commercial
      paper rated P1 by Moody’s or A1 by S&P, which matures within one year of
      issuance thereof; 

    


    C. Direct
      obligations and securities issued by any state of the U.S. or any political
      subdivision of any such state or public instrumentality thereof; 

    


    D. Repurchase
      agreements fully collateralized by U.S. government and/or agency securities
      with
      a maximum maturity of seven days; 

    


    E. Other
      corporate notes, medium term notes and Rule 144A private placements;


    


    F. Asset
      backed securities; 

    


    G. Mortgage
      backed securities and commercial mortgage backed securities; 

    


    H. Collateralized
      mortgage obligations; 

    


    I. Obligations
      of sovereign and supranational entities; 

    


    J. Other
      municipal debt obligations; 

    


    K. Remarketed
      or auction rate preferred shares of closed end mutual funds; 

    


    L. Money
      market mutual funds with a minimum $1billion average asset size for the previous
      12 months;

    


    M. Common
      stock listed on a U.S. exchange or traded in the over-the-counter market up
      to a
      maximum of 10% of the portfolio at the time of purchase; and

    


    N. Debt
      obligations of non-U.S. governments, sovereign entities, supranational agencies
      or foreign corporations.

    


    


    


    3453401_2.DOC