EXHIBIT
10.48




FIRST
AMENDMENT TO LIMITED DURATION WAIVER OF POTENTIAL DEFAULTS AND EVENTS OF DEFAULT
UNDER CREDIT AGREEMENT




This
First Amendment to Limited Duration Waiver Of Potential Defaults And Events Of
Default Under Credit Agreement (the “Amendment”) is made as
November 25, 2008, by and among the Pilgrim’s Pride Corporation, a Delaware
Corporation (“Borrower”), the Syndication
Parties (whose signatures appear below), and CoBank ACB, as Administrative Agent
for the Syndication Parties (“CoBank”).




Recitals:




A.The
Borrower, the Syndication Parties and the Agent are parties to that certain
Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit
Agreement dated as of October 26, 2008 (the “Waiver
Agreement”).




B.Pursuant
to the Waiver Agreement, the Required Lenders agreed, among other things, to
waive the Subject Defaults for during the period ending on November 26,
2008.




C.The
Borrower has requested that the Required Lenders amend the Waiver Agreement to
extend the Waiver Period and to amend certain other provisions thereof, and the
Required Lenders are willing to do so subject to the terms and conditions set
forth herein.




Accordingly,
subject to the satisfaction of the conditions precedent set forth below, the
Borrower and the Required Lenders agree as follows:




Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:




1.Incorporation of Recitals; Defined
Terms.  The Borrower acknowledges that the Recitals set forth
above are true and correct in all material respects.  The defined
terms in the Recitals set forth above are hereby incorporated into this
Amendment by reference.  All other capitalized terms used herein
without definition shall have the same meanings herein as such terms have in the
Waiver Agreement.




2.Amendment of Section 2.1 of the
Waiver Agreement.




Section 2.1
of the Waiver Agreement shall be amended to read as follows:




2.1.Except as
provided in this Subsection 2.1 of this Agreement, the Agent and the Syndication
Parties reserve the right to exercise any and all of their rights, powers and
remedies under the Credit Agreement and the other Loan Documents, including the
right to cease making Loans, and the right to accelerate the maturity of all
outstanding Bank Debt.  Subject to satisfaction of the terms and
conditions contained in this Agreement, the Agent and the Syndication Parties
agree to waive the Subject Defaults and shall, with respect to the Subject
Defaults (but not with respect to any other Potential Default or Event of
Default that may be existing or that may occur), not exercise their rights,
powers and remedies under the Credit Agreement or the other Loan Documents but
only for the period beginning October 28, 2008, and ending at 12:00 Noon,
Chicago time, on December 1, 2008 (the “Waiver Period”).




3.Amendment of the Waiver
Agreement.  The definition of "Subject Defaults" in the Waiver
Agreement shall be amended to include the Indenture Payment Event (as defined
below).




4.Amendment of Section 4.3 of
the Waiver Agreement.




Section 4.3
of the Waiver Agreement shall be amended to read as follows:




No later
than December 1, 2008, the Borrower shall execute and deliver a deed of trust or
mortgage and assignment of leases and rents with respect to Borrower’s interest
in each unencumbered property of the Borrower pursuant to section 10.18(f) of
the Credit Agreement.




5.Acknowledgement of
Liens.  The Borrower hereby acknowledges and agrees that all
indebtedness, obligations and liabilities of the Borrower, owing to the Agent
and the Syndication Parties arising out of or in any manner relating to the Loan
Documents, shall continue to be secured by liens and security interests on all
of the Collateral pursuant to the Loan Documents heretofore or hereafter
executed and delivered by the Borrower,and nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for thereby as to the indebtedness,
obligations, and liabilities which would be secured thereby prior to giving
effect to this Amendment.




6.Representations and
Warranties.  The Borrower represents and warrants to the Agent
and the Syndication Parties that:




(a)the
Borrower has full right and authority to enter into this Amendment and to
perform all of its obligations under the Waiver Agreement as amended
hereby;




(b)this
Amendment and the performance or observance by the Borrower of any of the
matters and things herein provided for do not (i) contravene or constitute
a default under any provision of law or any judgment, injunction, order or
decree binding upon the Borrower or any provision of the organizational
documents (e.g.,
certificate or articles of incorporation and by-laws) of the Borrower, or
(ii) contravene or constitute a default under any covenant, indenture or
agreement of or affecting the Borrower or any of its Property;




(c)the obligations of the Borrower underthe Waiver Agreement as amended herebyare legal, valid, enforceable (except
as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally) and subsisting and not subject to set-off, defense
(other than payment) or counterclaim;




(d)no
Potential Default or Event of Default has occurred and is continuing, other than
the Subject Defaults;




(e)the Company’s indebtedness, obligations
and liabilities to the Agent and the Syndication Parties under the Loan
Documents constitute “Designated Senior Indebtedness” as defined in the First
Supplemental Indenture dated as of January 24, 2007, between the Company and
Wells Fargo Bank, National Association, as Trustee, relating to the Company’s
8-3/8% Senior Subordinated
Notes due 2017; and




(f)the
Company has decided that during the Waiver Period as extended by this Amendment
it will not pay any interest on its 8-3/8% Senior Subordinated Notes due 2017
or its7-5/8% Senior Notes due May-1, 2015 (the"Indenture Payment
Event").




7.Release.  For value
received, including without limitation, the agreements of the Syndication
Parties in this Amendment, the Borrower hereby releases the Agent and each
Syndication Party, its current and former shareholders, directors, officers,
agents, employees, attorneys, consultants, and professional advisors
(collectively, the “Released
Parties”) of and from any and all demands, actions, causes of action,
suits, controversies, acts and omissions, liabilities, and other claims of every
kind or nature whatsoever, both in law and in equity, known or unknown, which
such Borrower has or ever had against the Released Parties from the beginning of
the world to this date arising in any way out of the existing financing
arrangements between the Borrower and the Syndication Parties, and the Borrower
further acknowledges that, as of the date hereof, it does not have any
counterclaim, set-off, or defense against the Released Parties, each of which
the Borrower hereby expressly waives.




8.Waiver Agreement Remains
Effective.  Except as expressly set forth in this Amendment,
the Waiver Agreement and all of the obligations of the Borrower thereunder, the
rights and benefits of the Agent and Syndication Parties thereunder, and the
liens and security interests created thereby remain in full force and
effect.  Without limiting the foregoing, the Borrower agrees to comply
with all of the terms, conditions, and provisions of the Waiver Agreement except
to the extent such compliance is irreconcilably inconsistent with the express
provisions of this Amendment.  This Amendment is intended by the
Syndication Parties as a final expression of their agreement and is intended as
a complete and exclusive statement of the terms and conditions of this
Amendment.




9.Fees and
Expenses.  The Company shall pay on demand all fees and
expenses (including attorneys’ fees) incurred by the Agent and its counsel in
connection with this Amendment and the other instruments and documents being
executed and delivered in connection herewith, and all fees and expenses of
counsel to the Agent with respect to the credit facilities subject to the Credit
Agreement.




10.Conditions
Precedent.  The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:




(a)the
Borrower, the Agent, and the Required Lenders shall have executed and delivered
this Amendment and consent in the space provided for that purpose below, on or
before November 26, 2008;




(b)the Agent
shall have received a copy of a fully executed amendment to the BMO Limited
Duration Waiver extending the waiver under the BMO Limited Duration Waiver of
any default under the BMO Credit Agreement that is analogous to the Subject
Defaults for a period ending no earlier that the Waiver Period as extended by
this Amendment, which amendment shall not contain or add to the BMO Limited
Duration Waiver any other terms or provisions that are not contained in the
Waiver Agreement as amended by this Amendment or that are inconsistent with the
terms of the Waiver Agreement as amended by this Amendment or that are more
favorable to the lenders under the BMO Credit Agreement than the terms of the
Waiver Agreement as amended by this Amendment are favorable to the Syndication
Parties, and which otherwise shall be in form and substance reasonably
satisfactory to the Agent, and such amendment to the BMO Limited Duration Waiver
shall be effective;




(c)the Agent
shall have received a copy of a fully executed amendment to the FairwayLimited Duration Waiver
extending the waiver thereunder of any default under the Receivables Purchase
Agreement that is analogous to the Subject Defaults for a period ending no
earlier that the Waiver Period as extended by this Amendment, agreeing to extend
the existing amendments to the Amended and Restated Receivables Purchase
Agreement during the Waiver Period and agreeing to continue to provide credit
thereunder during the Waiver Period as extended by this Amendment, which limited
duration waiver shall not contain any other terms or provisions that are not
contained in the Waiver Agreement as amended by this Amendment or that are
inconsistent with the terms of the Waiver Agreement as amended by this Amendment
or that are more favorable to the lenders under the Receivables Purchase
Agreement than the terms of the  Waiver Agreement as amended by this
Amendment are favorable to the Banks, and which otherwise shall be in form and
substance reasonably satisfactory to the Agent, and such amendment to the
Fairway Limited Duration Waiver shall be effective; and




(d)the
payment of the current legal fees and expenses referred to in Section 9
above.




11.General
Provisions.




(a)Authority of
Borrower.  By its acceptance hereof, the Borrower hereby represents
that it has the necessary power and authority to execute, deliver, and perform
the undertakings contained herein, and that this Amendment constitutes the valid
and binding obligation of the Borrower enforceable against it in accordance with
its terms.




(b)Severability.  Any
provision of this Amendment held invalid, illegal, or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality, or unenforceability without affecting the validity,
legality, and enforceability of the remaining provision hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.




(c)Loan Document.  The
parties hereto hereby acknowledge and agree that this Amendment shall constitute
a Loan Document for all purposes of the Credit Agreement and the other Loan
Documents.




(d)Survivability.  Unless
otherwise expressly stated herein, the provisions of this Amendment shall
survive the termination of the Waiver Period.




(e)Counterparts.  This
Amendment may be executed in counterparts and by different parties on separate
counterpart signature pages, each of which constitutes an original and all of
which taken together constitute one and the same instrument.  Delivery
of executed counterparts of this Amendment by telecopy shall be effective as an
original.  This 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 Amendmentby telefax, facsimile, or e-mail
transmission of an Adobe® file format documentalso shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding
effect of this Amendment.




(f)Governing Law.  This
Amendment shall be governed by Colorado law and shall be governed and
interpreted on the same basis as the Credit Agreement.




(g)Successors and
Assigns.  This 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.




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




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




[Signature
Pages to Follow]


80386851.3
 DALDMS/652641.3







IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Limited
Duration Waiver Of Potential Defaults And Events Of Default Under Credit
Agreement to be executed as of the date and year first above
written.







ADMINISTRATIVE
AGENT:CoBank, ACB








By:/s/ James
Matzat


Name:James
Matzat


Title:Vice
President








BORROWER:Pilgrim’s
Pride Corporation





By:           /s/ Richard A.
Cogdill


Name:
Richard A. Cogdill


Title:
Vice President, Secretary and Treasurer








SYNDICATION
PARTIES:CoBank, ACB








By:/s/ James
Matzat


Name:James
Matzat


Title:Vice
President





Agriland, FCS








By: /s/ Dwayne
Young


Name:Dwayne
Young


Title:Chief
Executive Officer





Deere Credit, Inc.








By: /s/ John H.
Winger


Name:John
H. Winger


Title:Manager,
AFS Credit Operations





{Signature
Page to First Amendment}





Bank
of the West








By:/s/ Larry L.
Redding


Name:Larry
L. Redding


Title:Vice
President








John
Hancock Life Insurance Company








By:/s/ Dwayne
Bertrand


Name:Dwayne
Bertrand


Title:Managing
Director








The
Variable Annuity Life Insurance Company


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:








The
United States Life Insurance Company in the City of New York


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:








Merit
Life Insurance Co.


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:





{Signature
Page to First Amendment}





American
General Assurance Company


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:





AIG
International Group, Inc.


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:





AIG
Annuity Insurance Company


AIG
Global Investment Corp., investment advisor





By:


Name:


Title:





Transamerica
Life Insurance Company








By:


Name:


Title:





The
CIT Group/Business Credit, Inc.








By:


Name:


Title:





Metropolitan
Life Insurance Company








By:/s/ Barry L.
Bogseth


Name:Barry
L. Bogseth


Title:Director





{Signature
Page to First Amendment}





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








By:/s/ Richard J.
Beard


Name:Richard
J. Beard


Title:Executive
Director








By:/s/ Rebecca
Morrow


Name:Rebecca
Morrow


Title:Executive
Director








Farm
Credit Services of America, PCA





By:/s/ Bruce
Dean


Name:Bruce
Dean


Title:Vice
President











The
Prudential Insurance Company of America








By:


Name:


Title:





{Signature
Page to First Amendment}























DALDMS/652641.3