Exhibit 10.1 Amendment 2 to Credit Agreement






Exhibit 10.1
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of December 16, 2014 (this “Agreement”), among PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the “Company”), TO-RICOS, LTD., a Bermuda company, TO-RICOS DISTRIBUTION, LTD., a Bermuda company (collectively, the “Borrowers”), the various Subsidiaries (such capitalized term and all other capitalized terms not defined herein shall have the meanings provided for in Article I) of the Company parties hereto, the various financial institutions parties hereto (collectively, the “Lenders”), and COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement, dated as of August 7, 2013, as amended prior to the date hereof (the “Existing Credit Agreement”), and the other Loan Documents;
WHEREAS, the Borrowers have requested that, as of the Effective Date, the Existing Credit Agreement be amended as herein provided; and
WHEREAS, the Lenders are willing, subject to the terms and conditions hereinafter set forth, to make such amendments;
NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1.  Certain Definitions.  The following terms (whether or not underscored) when used in this Agreement shall have the following meanings:
“Administrative Agent” is defined in the preamble.
“Agreement” is defined in the preamble.
“Amended Credit Agreement” means the Existing Credit Agreement as amended by this Agreement as of the Effective Date.
“Borrowers” is defined in the preamble.
“Company” is defined in the preamble.
“Effective Date” is defined in Section 5.1.
“Existing Credit Agreement” is defined in the first recital.









“Lenders” is defined in the preamble.
SECTION 1.2.  Other Definitions.  Unless otherwise defined or the context otherwise requires, terms used herein (including in the preamble and recitals hereto) have the meanings provided for in the Existing Credit Agreement.
ARTICLE II
AMENDMENTS
Effective on (and subject to the occurrence of) the Effective Date:
SECTION 2.1.  Section 2.01(b) of the Existing Credit Agreement is amended by changing reference therein from “December 28, 2014” to “April 15, 2015”.
SECTION 2.2  Section 2.09(a)(iii)(A) of the Existing Credit Agreement is amended by changing reference therein from “December 28, 2014” to “April 15, 2015”.
SECTION 2.3.  The first sentence of Section 2.11(b) of the Existing Credit Agreement is amended and restated in its entirety as follows: 
“Beginning on July 15, 2015 and continuing on the 15th day of each October, January, April and July thereafter, the Borrowers shall repay 1.875% of the aggregate outstanding principal amount of the Delayed Draw Term Loans that are outstanding on April 15, 2015.”
ARTICLE III
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to make the amendments provided for in Article II, each Borrower hereby (a) represents and warrants that (i) each of the representations and warranties of the Loan Parties contained in the Existing Credit Agreement and in the other Loan Documents is true and correct in all material respects on and as of the date hereof, except that such representations and warranties (A) that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date and (B) shall be true and correct in all respects to the extent they are qualified by a materiality standard and (ii) no Default or Event of Default has occurred and is continuing; and (b) agrees that the incorrectness in any respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default.  Without limiting the foregoing, each Borrower hereby (x) ratifies and confirms all of the terms, covenants and conditions set forth in the Loan Documents and hereby agrees that it remains unconditionally liable to the Administrative Agent and the Lenders in accordance with the respective terms, covenants and conditions set forth in the Loan Documents, and all the Collateral thereto in favor of the Administrative Agent (for the benefit of the Lender Parties) continues unimpaired and in full force and effect, and (y) waives all defenses, claims, counterclaims, rights of recoupment or set-off against any of its Obligations.
ARTICLE IV
ACKNOWLEDGMENT OF SUBSIDIARIES
By executing this Agreement, each Subsidiary of the Company that is a party hereto hereby confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date each reference therein to the Credit Agreement shall refer to the Existing Credit Agreement after giving effect to this 









Agreement.  Without limiting the foregoing, each such Subsidiary waives all defenses, claims, counterclaims, rights of recoupment or set-off with respect to any of such Subsidiary’s Obligations.
ARTICLE V
CONDITIONS TO EFFECTIVENESS; EXPIRATIONS
SECTION 5.1.  Effective Date.  This Agreement shall become effective (the “Effective Date”) when the conditions set forth in this Section have been satisfied.
SECTION 5.1.1  Execution of Agreement.  The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered on behalf of the Borrowers, each of the Subsidiaries of the Company parties to the Existing Credit Agreement and each Lender and Voting Participant with a Delayed Draw Term Loan Commitment as of the Effective Date.
SECTION 5.1.2  Representations and Warranties.  The representations and warranties made by the Borrowers pursuant to Article III as of the Effective Date shall be true and correct.
SECTION 5.2.  Expiration.  If the Effective Date has not occurred on or prior to 10:00 a.m. (New York, New York time) on December 26, 2014, the agreements of the parties contained in this Agreement shall terminate immediately on such date and without further action.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1.  Cross-References.  References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement.
SECTION 6.2  Loan Document Pursuant to Amended Credit Agreement.  This Agreement is a Loan Document executed pursuant to the Amended Credit Agreement.  Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions contained in the Existing Credit Agreement and each other Loan Document shall remain unamended or otherwise unmodified and in full force and effect.
SECTION 6.3.  Limitation of Amendments.  The amendments set forth in Article II shall be limited precisely as provided for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Existing Credit Agreement or of any term or provision of any other Loan Document or of any transaction or further or future action on the part of any Borrower or any other Loan Party which would require the consent of any of the Lenders under the Existing Credit Agreement or any other Loan Document.
SECTION 6.4.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
SECTION 6.5.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 6.6.  Further Assurances.  The Borrowers shall execute and deliver, and shall cause each other Loan Party to execute and deliver, from time to time in favor of the Administrative Agent and the Lenders, such documents, agreements, certificates and other instruments as shall be necessary or advisable to effect the purposes of this Agreement.









SECTION 6.7.  Costs and Expenses.  The Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, including the reasonable and documented out-of-pocket fees, charges and disbursements of legal counsel for the Administrative Agent, that are incurred in connection with the execution and delivery of this Agreement and the other agreements and documents entered into in connection herewith.
SECTION 6.8.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
SECTION 6.9.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 6.10.  Entire Agreement.  This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.


[Signature pages follow]















IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written.
BORROWERS:


PILGRIM’S PRIDE CORPORATION
	
		
	By:
	/s/ Kiersten Sommers

	Name:
	Kiersten Sommers

	Title:
	Secretary




TO-RICOS, LTD.
	
		
	By:
	/s/ Kiersten Sommers

	Name:
	Kiersten Sommers

	Title:
	Secretary




TO-RICOS DISTRIBUTION, LTD.
	
		
	By:
	/s/ Kiersten Sommers

	Name:
	Kiersten Sommers

	Title:
	Secretary




OTHER LOAN PARTIES:


PILGRIM’S PRIDE CORPORATION OF WEST VIRGINIA, INC.
	
		
	By:
	/s/ Kiersten Sommers

	Name:
	Kiersten Sommers

	Title:
	Secretary




ADMINISTRATIVE AGENT:
COBANK, ACB,
as Administrative Agent 
	
		
	By:
	/s/  Zachary Carpenter

	Name:
	Zachary Carpenter

	Title:
	Vice President




LENDERS:
COBANK, ACB, 
as Lender and as Swingline Lender
	
		
	By:
	/s/  Zachary Carpenter

	Name:
	Zachary Carpenter

	Title:
	Vice President




COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, 
as Lender
	
		
	By:
	/s/  Steve Gilbert

	Name:
	Steve Gilbert

	Title:
	Executive Director




	
		
	By:
	/s/  Michalene Donegan

	Name:
	Michalene Donegan

	Title:
	Executive Director




BANK OF MONTREAL, 
as Lender
	
		
	By:
	/s/  Philip Langheim

	Name:
	Philip Langheim

	Title:
	Managing Director















ING CAPITAL LLC, as Lender
	
		
	By:
	/s/  Dan Lamprecht

	Name:
	Dan Lamprecht

	Title:
	Managing Director




	
		
	By:
	/s/  W. Leroy Startz

	Name:
	Leroy Startz

	Title:
	Director




BANK OF AMERICA, N.A. , as Lender 
	
		
	By:
	/s/  Natalie Woods

	Name:
	Natalie Woods

	Title:
	SVP




THE BANK OF NOVA SCOTIA, as Lender
	
		
	By:
	/s/  Rafael Tobon

	Name:
	Rafael Tobon

	Title:
	Director




SOCIÉTÉ GÉNÉRALE, as Lender 
	
		
	By:
	/s/  Cliff A. Niebling

	Name:
	Cliff A. Niebling

	Title:
	Managing Director




	
		
	By:
	/s/  Lina A. Garcia

	Name:
	Lina A. Garcia

	Title:
	Director




U.S. BANK NATIONAL ASSOCIATION, as Lender
	
		
	By:
	/s/  Harry J. Brown

	Name:
	Harry J. Brown

	Title:
	Vice President













WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender 
	
		
	By:
	/s/  Jeffry S. Millican

	Name:
	Jeffry S. Millican

	Title:
	Vice President




JPMORGAN CHASE BANK, N.A. , as Lender 
	
		
	By:
	/s/  Odette Smalley

	Name:
	Odette Smalley

	Title:
	Vice President




FIFTH THIRD BANK, as Lender
	
		
	By:
	/s/  Amalia Deasy

	Name:
	Amalia Deasy

	Title:
	Officer




BRANCH BANKING AND TRUST COMPANY, as Lender
	
		
	By:
	/s/  Bradford F. Scott

	Name:
	Bradford F. Scott

	Title:
	Senior Vice President




1st FARM CREDIT SERVICES, FLCA, as Voting Participant
	
		
	By:
	/s/  Lee Fuchs

	Name:
	Lee Fuchs

	Title:
	Vice President, Capital Markets Group




AgFirst Farm Credit Bank, as Voting Participant
	
		
	By:
	/s/  Matt Jeffords

	Name:
	Matt Jeffords

	Title:
	Vice President













American AgCredit, FLCA, as Voting Participant
	
		
	By:
	/s/  Bradley K. Leafgren

	Name:
	Bradley K. Leafgren

	Title:
	Vice President




Badgerland Financial, FLCA, as Voting Participant
	
		
	By:
	/s/  Kenneth H. Rue

	Name:
	Kenneth H. Rue

	Title:
	VP, Capital Markets




Farm Credit West, FLCA, as Voting Participant
	
		
	By:
	/s/  Robert Stornetta

	Name:
	Robert Stornetta

	Title:
	Vice President




Farm Credit Mid-America, FLCA, as Voting Participant
	
		
	By:
	/s/  Tabatha Hamilton

	Name:
	Tabatha Hamilton

	Title:
	Assistant Vice President Capital Markets




FARM CREDIT BANK OF TEXAS, as Voting Participant
	
		
	By:
	/s/  Alan Robinson

	Name:
	Alan Robinson

	Title:
	Vice President




Farm Credit Services of America, FLCA, as Voting Participant
	
		
	By:
	/s/  Ben Fogle

	Name:
	Ben Fogle

	Title:
	Vice President













Frontier Farm Credit, as Voting Participant
	
		
	By:
	/s/  Tamara L. Birkbeck

	Name:
	Tamara L. Birkbeck

	Title:
	Vice President




GreenStone Farm Credit Services, ACA/FLCA, as Voting Participant
	
		
	By:
	/s/  Alfred S. Compton, Jr.

	Name:
	Alfred S. Compton, Jr.

	Title:
	SVP/Managing Director




NORTHWEST FARM CREDIT SERVICES, FLCA, as Voting Participant
	
		
	By:
	/s/  Carol L. Sobson

	Name:
	Carol L. Sobson

	Title:
	Vice President