{\rtf1\ansi\ansicpg1252\deff0{\fonttbl{\f0\fnil\fcharset0 Courier New;}}
\viewkind4\uc1\pard\lang1033\f0\fs20\par
\par
PILGRIM'S PRIDE CORPORATION\par
\par
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT\par
\par
\par
\par
Harris Trust and Savings Bank\par
Chicago, Illinois\par
\par
The Lenders From Time to Time Parties\par
to the Credit Agreement Described Below\par
\par
Ladies and Gentlemen:\par
\par
Reference is hereby made to that certain Second Amended and Restated\par
Secured Credit Agreement dated as of November 5, 1999, as amended (the\par
"CREDIT AGREEMENT"), among the undersigned, Pilgrim's Pride Corporation, a\par
Delaware corporation (the "COMPANY"), you (the "BANKS") and Harris Trust\par
and Savings Bank, as agent for the Banks (the "AGENT"). All defined terms\par
used herein shall have the same meanings as in the Credit Agreement unless\par
otherwise defined herein.\par
\par
The Company, the Agent and the Banks now wish to amend the Credit\par
Agreement to permit optional prepayments of Eurodollar Loans and to amend\par
certain other covenants to the Credit Agreement, all on the terms and\par
conditions and in the manner set forth in this Amendment.\par
\par
1. AMENDMENTS.\par
\par
Upon satisfaction of all of the conditions precedent set forth in\par
Section 2 hereof, the Credit Agreement shall be amended as follows:\par
\par
1.1. Section 3.3 of the Credit Agreement shall be amended to read as\par
follows:\par
\par
"SECTION 3.3. OPTIONAL PREPAYMENTS (a) DOMESTIC RATE LOANS.\par
The Company shall have the privilege of prepaying without premium or\par
penalty and in whole or in part (but if in part, then in a minimum\par
principal amount of $2,500,000 or such greater amount which is an\par
integral multiple of $100,000) any Domestic Rate Loan at any time upon\par
prior telex or telephonic notice to the Agent on or before 12:00 Noon\par
on the same Business Day.\par
\par
(b) FIXED RATE LOANS. The Company may prepay any borrowing of\par
Fixed Rate Loans without premium or penalty, upon telephonic notice\par
(which shall be promptly confirmed in writing by facsimile\par
communication, telex or telegraph) by no later than 11:00 a.m.\par
(Chicago time) on the third Business Day prior to the date of such\par
prepayment from the Company to the Agent, such prepayment to be made\par
by the payment of the principal amount to be prepaid and accrued\par
interest thereon and any compensation required by Section 9.4 hereof,\par
if applicable; PROVIDED, HOWEVER, that any such prepayment shall be in\par
a principal amount of no less than $3,000,000 or such greater amount\par
which is an integral multiple of $1,000,000, and after giving effect\par
to any such prepayment the outstanding principal amount of any such\par
borrowing of Eurodollar Loans or CD Rate Loans prepaid in part shall\par
not be less than $3,000,000 or such greater amount which is an\par
integral multiple of $1,000,000.\par
\par
(c) Any amount prepaid under the Revolving Credit may, subject to\par
the terms and conditions of this Agreement, be borrowed, repaid and\par
borrowed again."\par
\par
1.2. Section 7.29 of the Credit Agreement shall be amended to read as\par
follows:\par
\par
"SECTION 7.29. NEW SUBSIDIARIES. The Company will not, directly\par
or indirectly, create or acquire in any Fiscal Year any Subsidiary\par
unless (a) after giving effect to any such creation or acquisition,\par
the total assets (determined in accordance with generally accepted\par
accounting principles, consistently applied) of all such Subsidiaries\par
would not exceed 5% of the Total Assets of the Company and its\par
Subsidiaries, and (b) all Inventory of such Subsidiaries (other than\par
any such Subsidiaries that are organized under the laws of any\par
jurisdiction other than the United States of America, any State, the\par
District of Columbia or Puerto Rico) are pledged to the Agent for the\par
benefit of the Banks pursuant to a security agreement substantially\par
identical to the Security Agreement."\par
\par
1.3. The Required Banks hereby agree that the Company may form a\par
wholly-owned Subsidiary under the laws of the State of Nevada ("NEVADA\par
CO.") without granting the Agent a security interest in its inventory as\par
required by Section 7.29(b) of the Credit Agreement, PROVIDED THAT Nevada\par
Co. shall own no Inventory unless it first complies with Section 7.29(b).\par
\par
1.4. The Required Banks hereby waive the requirements of Section 3(b)\par
of the Security Agreement with respect to the Inventory acquired by the\par
Company as a result of the merger of WLR with and into the Company.\par
\par
2. CONDITIONS PRECEDENT.\par
\par
The effectiveness of the Amendment is subject to the satisfaction of\par
all of the following conditions precedent:\par
\par
2.1. The Company and each of the Banks shall have executed this\par
Amendment (such execution may be in several counterparts and the several\par
parties hereto may execute on separate counterparts).\par
\par
2.2. Each of the representations and warranties set forth in Section 5\par
of the Credit Agreement shall be true and correct.\par
\par
2.3. The Company shall be in full compliance with all of the terms and\par
conditions of the Credit Agreement and no Event of Default or Potential\par
Default shall have occurred and be continuing thereunder or shall result\par
after giving effect to this Amendment.\par
\par
3. REPRESENTATIONS AND WARRANTIES.\par
\par
3.1. The Company, by its execution of this Amendment, hereby represents\par
and warrants the following:\par
\par
(a) each of the representations and warranties set forth in\par
Section 5 of the Credit Agreement is true and correct as of the date\par
hereof, except that the representations and warranties made under\par
Section 5.3 shall be deemed to refer to the most recent annual report\par
furnished to the Banks by the Company;\par
\par
(b) the Company is in full compliance with all of the terms and\par
conditions of the Credit Agreement and no Event of Default or\par
Potential Default has occurred and is continuing thereunder; and\par
\par
(c) the Company's organizational number is 2101254.\par
\par
4. MISCELLANEOUS.\par
\par
4.1. The Company has heretofore executed and delivered to the Agent\par
that certain Security Agreement Re: Accounts Receivable, Farm Products and\par
Inventory dated as of May 27, 1993, as amended (the "SECURITY AGREEMENT")\par
and the Company hereby agrees that the Security Agreement shall secure all\par
of the Company's indebtedness, obligations and liabilities to the Agent and\par
the Banks under the Credit Agreement as amended by this Amendment, that\par
notwithstanding the execution and delivery of this Amendment, the Security\par
Agreement shall be and remain in full force and effect and that any rights\par
and remedies of the Agent thereunder, obligations of the Company thereunder\par
and any liens or security interests created or provided for thereunder\par
shall be and remain in full force and effect and shall not be affected,\par
impaired or discharged thereby. Nothing herein contained shall in any\par
manner affect or impair the priority of the liens and security interests\par
created and provided for by the Security Agreement as to the indebtedness\par
which would be secured thereby prior to giving effect to this Amendment.\par
\par
4.2. Except as specifically amended herein the Credit Agreement and the\par
Notes shall continue in full force and effect in accordance with their\par
original terms. Reference to this specific Amendment need not be made in\par
any note, document, letter, certificate, the Credit Agreement itself, the\par
Notes, or any communication issued or made pursuant to or with respect to\par
the Credit Agreement, any reference to the Credit Agreement being\par
sufficient to refer to the Credit Agreement as amended hereby.\par
\par
4.3. The Company agrees to pay all out-of-pocket costs and expenses\par
incurred by the Agent and Banks in connection with the preparation,\par
execution and delivery of this Amendment and the documents and transactions\par
contemplated hereby, including the fees and expenses of Messrs. Chapman and\par
Cutler.\par
\par
4.4. This Amendment may be executed in any number of counterparts, and\par
by the different parties on different counterparts, all of which taken\par
together shall constitute one and the same Agreement. Any of the parties\par
hereto may execute this Amendment by signing any such counterpart and each\par
of such counterparts shall for all purposes be deemed to be an original.\par
\par
4.5. (A) THIS AMENDMENT AND THE RIGHTS AND DUTIES OF THE PARTIES\par
HERETO, SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL\par
LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT PROVIDED IN\par
SECTION 4.5(b) HEREOF AND TO THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED\par
STATES OF AMERICA MAY OTHERWISE APPLY.\par
\par
(b) NOTWITHSTANDING ANYTHING IN SECTION 4.5(a) HEREOF TO THE CONTRARY,\par
NOTHING IN THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTES, OR THE OTHER\par
LOAN DOCUMENTS SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS WHICH\par
THE COMPANY, THE AGENT OR ANY OF THE BANKS MAY HAVE UNDER THE NATIONAL BANK\par
ACT OR OTHER APPLICABLE FEDERAL LAW.\par
\par
\par
\par
\par
- 1 -\par
\par
\par
\par
\par
\par
Dated as of September ___, 2001.\par
\par
\par
PILGRIM'S PRIDE CORPORATION\par
\par
\par
By\par
Its\par
\par
Accepted and Agreed to as of the day and year last above written.\par
\par
HARRIS TRUST AND SAVINGS BANK individually\par
and as Agent\par
\par
\par
By\par
Its\par
\par
U.S. BANCORP AG CREDIT, INC.\par
\par
\par
By\par
Its\par
\par
COBANK, ACB\par
\par
\par
By\par
Its\par
\par
SUNTRUST BANK (formerly known as SunTrust\par
Bank, Atlanta)\par
\par
\par
By\par
Its\par
\par
CREDIT AGRICOLE INDOSUEZ\par
\par
\par
By\par
Its\par
\par
\par
By\par
Its\par
\par
\par