Pilgrim's Pride Corporation
Third Amendment to Secured Credit Agreement
Harris Trust and Savings Bank
Chicago, Illinois
FBS Ag Credit, Inc.
Denver, Colorado
Internationale Nederlanden (U.S) Capital Corporation, formerly known
as Internationale Nederlanden Bank N. V. ("ING Bank")
New York, New York
Boatmen's First National Bank of Kansas City
Kansas City, Missouri
First Interstate Bank of Texas, N.A.
Dallas, Texas
Ladies and Gentlemen:
Reference is hereby made to that certain Secured Credit
Agreement dated as of May 27, 1993, as amended (the "Credit Agreement")
among the undersigned, Pilgrim's Pride Corporation, a Delaware
corporation (the "Company"), you (the "Banks") and Harris Trust and
Savings Bank, as agent for the Banks (the "Agent"). All defined terms
used herein shall have the same meanings as in the Credit Agreement
unless otherwise defined herein.
The Banks extend a $75,000,000 revolving credit facility to
the Company on the terms and conditions set forth in the Credit
Agreement. The Company, the Agent and the Banks now wish to amend the
Credit Agreement to extend the Termination Date of the Credit
Agreement, to permit the Company to make an acquisition, and to amend
various financial covenants and other provisions of the Credit
Agreement, all on the terms and conditions and in the manner set forth
in this Amendment.
1. Amendments.
Upon satisfaction of all of the conditions precedent set forth
in Section 2 hereof, the Credit Agreement shall be amended as follows:
1.1. Section 1.1(a) of the Credit Agreement shall be
amended by replacing the date "May 31, 1997" appearing therein with
the date "May 31, 1998".
1.2. Section 1.5 of the Credit Agreement shall be amended
to read as follows: "Section 1.5. Intentionally Omitted."
1.3. Section 1.7 of the Credit Agreement shall be amended
to read as follows:
.c2."Section 1.7. Reimbursement Obligation;. The
Company is obligated, and hereby unconditionally agrees, to pay in
immediately available funds to the Agent for the account of Harris and
the Banks who are participating in L/Cs pursuant to Section 1.9 hereof
the face amount of each draft drawn and presented under an L/C issued
by Harris hereunder not later than 11:00 a.m. (Chicago Time) on the
date such draft is presented for payment to Harris (the obligation of
the Company under this Section 1.7 with respect to any L/C is a
"Reimbursement Obligation"). If at any time the Company fails to pay
any Reimbursement Obligation when due, the Company shall be deemed to
have automatically requested a Domestic Rate Loan from the Banks
hereunder, as of the maturity date of such Reimbursement Obligation,
the proceeds of which Loan shall be used to repay such Reimbursement
Obligation. Such Loan shall only be made if no Potential Default or
Event of Default shall exist and upon approval by all of the Banks,
and shall be subject to availability under the Revolving Credit. If
such Loan is not made by the Banks for any reason, the unpaid amount
of such Reimbursement Obligation shall be due and payable to the Agent
for the pro rata benefit of the Banks upon demand and shall bear
interest at the rate of interest specified in Section 1.3(d) hereof."
1.4. The second sentence of Section 1.8(a) of the Credit
Agreement shall be amended to read as follows:
"Each such notice shall specify the date of the Revolving Credit Loan
requested (which shall be a Business Day in the case of Domestic Rate
Loans and CD Rate Loans and a Banking Day in the case of a Eurodollar
Loan), the amount of such Revolving Credit Loan, whether the Revolving
Credit Loan is to be made available by means of a Domestic Rate Loan,
CD Rate Loan or Eurodollar Loan and, with respect to Fixed Rate Loans,
the Interest Period applicable thereto; provided, that in no event
shall the principal amount of any requested Revolving Credit Loan plus
the aggregate principal or face amount, as appropriate, of all
Revolving Credit Loans, L/Cs, and unpaid Reimbursement Obligations
outstanding hereunder exceed the amounts specified in Section 1.1
hereof."
1.5. Section 1.9 of the Credit Agreement shall be amended
to read as follows:
"Section 1.9. Participation in L/Cs. Each of the
Banks will acquire a risk participation for its own account, without recourse
to or representation or warranty from Harris, in each L/C upon the
issuance thereof ratably in accordance with its Commitment Percentage.
In the event any Reimbursement Obligation is not immediately paid by
the Company pursuant to Section 1.7 hereof, each Bank will pay to
Harris funds in an amount equal to such Bank's ratable share of the
unpaid amount of such Reimbursement Obligation (based upon its
proportionate share relative to its percentage of the Revolving Credit
(as set forth in Section 1.1 hereof)). At the election of all of the
Banks, such funding by the Banks of the unpaid Reimbursement
Obligations shall be treated as additional Revolving Credit Loans to
the Company hereunder rather than a purchase of participations by the
Banks in the related L/Cs held by Harris. The availability of funds
to the Company under the Revolving Credit shall be reduced in an
amount equal to any such L/C. The obligation of the Banks to Harris
under this Section 1.9 shall be absolute and unconditional and shall
not be affected or impaired by any Event of Default or Potential
Default which may then be continuing hereunder. Harris shall notify
each Bank by telephone of its proportionate share relative to its
percentage of the total Banks' Revolving Credit Commitments set forth
in Section 1.1 hereof (a "Commitment Percentage") of such unpaid
Reimbursement Obligation. If such notice has been given to each Bank
by 12:00 Noon, Chicago time, each Bank agrees to pay Harris in
immediately available and freely transferable funds on the same
Business Day. If such notice is received after 12:00 noon, Chicago
time, each Bank agrees to pay Harris in immediately available and
freely transferable funds no later than the following Business Day.
Funds shall be so made available at the account designated by Harris
in such notice to the Banks. Upon the election by the Banks to treat
such funding as additional Revolving Credit Loans hereunder and
payment by each Bank, such Loans shall bear interest in accordance
with Section 1.3(a) hereof. Harris shall share with each Bank on a
pro rata basis relative to its Commitment Percentage a portion of each
payment of a Reimbursement Obligation (whether of principal or
interest) and any L/C Fee (but not any L/C Issuance Fee) payable by
the Company. Any such amount shall be promptly remitted to the Banks
when and as received by Harris from the Company."
1.6. Sections 3.4 and 3.5 of the Credit Agreement shall be
amended to read as follows:
".c2.Section 3.4. Mandatory Prepayments - Borrowing
Base. The Company shall not permit the sum of the principal amount of
all Loans plus the amount available for drawing under all L/Cs and the
aggregate principal amount of all unpaid Reimbursement Obligations at
any time outstanding to exceed the lesser of (i) the sum of the Banks'
Revolving Credit Commitments or (ii) the Borrowing Base as determined
on the basis of the most recent Borrowing Base Certificate. In
addition to the Company's obligations to pay any outstanding
Reimbursement Obligations as set forth in Section 1.7 hereof, the
Company will make such payments on any outstanding Loans and
Reimbursement Obligations (and, if any L/Cs are then outstanding,
deposit an amount equal to the aggregate amount available for drawing
under all L/Cs into an interest bearing account with the Agent which
shall be held as additional collateral security for such L/Cs) which
are necessary to cure any such excess within three Business Days after
the occurrence thereof. Any amount prepaid under the Revolving Credit
may, subject to the terms and conditions of this Agreement, be
borrowed, prepaid and borrowed again.
Section 3.5. Place and Application of Payments. All
payments of principal and interest made by the Company in respect of
the Notes and Reimbursement Obligations and all fees payable by the
Company hereunder, shall be made to the Agent at its office at 111
West Monroe Street, Chicago, Illinois 60690 and in immediately
available funds, prior to 12:00 noon on the date of such payment. All
such payments shall be made without setoff or counterclaim and without
reduction for, and free from, any and all present and future levies,
imposts, duties, fees, charges, deductions withholdings, restrictions
or conditions of any nature imposed by any government or any political
subdivision or taxing authority thereof. Unless the Banks otherwise
agree, any payments received after 12:00 noon Chicago time shall be
deemed received on the following Business Day. The Agent shall remit
to each Bank its proportionate share of each payment of principal,
interest and facility fees, and L/C fees received by the Agent by 3:00
P.M. Chicago time on the same day of its receipt if received by the
Agent by 12:00 noon, Chicago time, and its proportionate share of each
such payment received by the Agent after 12:00 noon on the Business
Day following its receipt by the Agent. In the event the Agent does
not remit any amount to any Bank when required by the preceding
sentence, the Agent shall pay to such Bank interest on such amount
until paid at a rate per annum equal to the Fed Funds Rate. The
Company hereby authorizes the Agent to automatically debit its account
with Harris for any principal, interest and fees when due under the
Notes, any L/C Agreement or this Agreement and to transfer the amount
so debited from such account to the Agent for application as herein
provided. All proceeds of Collateral shall be applied in the manner
specified in the Security Agreement."
1.7. The Credit Agreement shall be amended by adding the
following provision after Section 3.5 of the Credit Agreement or
Section 3.6 of the Credit Agreement.
"3.6. Acquisition Fee. Upon the completion of the
Queretaro Acquisition, the Company shall pay the Agent for the account of the
Banks a non-refundable fee in an amount equal to one-half of one
percent (0.5%) of the Revolving Credit Commitments (determined without
regard to any usage thereunder)."
1.8. Section 4.8 of the Credit Agreement shall be amended
to read as follows:
"4.8. "Applicable Margin" shall mean, with respect
to each type of Loan described in Column A below, the rate of interest per
annum shown in Columns B, C, D and E below for the range of Leverage
Ratio specified for each Column:
A B C D E
Leverage Ratio <0.45 to 1 >.45 to 1 and >0.5 to 1 and >.60 to 1
<0.5 to 1 <.60 to 1 and <.70 to 1
Eurodollar Loans 0.75% 1.125% 1.375% 1.75%
Domestic Rate Loans 0.0% 0.125% 0.375% 0.75%
CD Rate Loans 0.875% 1.25% 1.50% 1.875%
Not later than 5 Business Days after receipt by the Agent of the
financial statements called for by Section 7.4 hereof for the
applicable fiscal quarter, the Agent shall determine the Leverage
Ratio for the applicable period and shall promptly notify the Company
and the Banks of such determination and of any change in the
Applicable Margins resulting therefrom. Any such change in the
Applicable Margins shall be effective as of the date the Agent so
notifies the Company and the Banks with respect to all Loans
outstanding on such date, and such new Applicable Margins shall
continue in effect until the effective date of the next quarterly
redetermination in accordance with this Section. Each determination
of the Leverage Ratio and Applicable Margins by the Agent in
accordance with this Section shall be conclusive and binding on the
Company and the Banks absent manifest error. From the date hereof
until the Applicable Margins are first adjusted pursuant hereto, the
Applicable Margins shall be those set forth in column E above."
1.9. Section 4.38 of the Credit Agreement shall be amended
by inserting the word "and" after the semi-colon at the end of
subsection (e) thereof, by replacing the phrase "; and" appearing at
the end of subsection (f) thereof with a period, and by deleting
subsection (g) thereof.
1.10. Sections 4.10 and 4.11 of the Credit Agreement shall
be amended to read as follows:
"4.10. Intentionally Omitted.
4.11. Intentionally Omitted."
1.11. Section 4.70 of the Credit Agreement shall be amended
by deleting the phrase ", the B/A Agreement" appearing therein.
1.12. The Credit Agreement shall be amended by adding the
following provisions after Section 4.106 of the Credit Agreement as
Section 4.107 of the Credit Agreement.
"4.107. Queretaro Acquisition" shall mean the acquisition of all or
substantially all of the capital stock or assets of Union de
Queretaro, a group of companies organized in the state of Queretaro,
Mexico, by the Company."
1.13. Section 4.101(b) of the Credit Agreement shall be
amended to read as follows:
"(b) With respect to Eligible Inventory consisting of live broiler
chickens, a price per pound equal to 75% of (i) the price quoted on
the Los Angeles Majority Market on the date of calculation minus (ii)
$0.085, rounded up to the nearest 1/4 cent;".
1.14. The introductory sentence to Section 6 of the Credit
Agreement shall be amended by deleting the phrase " or to create any
B/A" appearing therein.
1.15. Section 6.1 of the Credit Agreement shall be amended
by deleting the phrase "and B/As" appearing therein.
1.16. Section 6.3 of the Credit Agreement shall be amended
to read as follows:
".c2.Section 6.3. Each Extension of Credit;. As of the time
of the making of each Loan and the issuance of each L/C hereunder
(including the initial Loan or L/C, as the case may be):
(a) each of the representations and warranties set
forth in Section 5 hereof shall be and remain true and correct as of said
time as if made at said time, except that (i) the representations and
warranties made under Section 5.3 shall be deemed to refer to the most
recent financial statements furnished to the Banks pursuant to Section
7.4 hereof and (ii) with respect to the Company's Subsidiaries in
Mexico the representations and warranties made under Section 5.13(d)
shall be deemed to refer only to material strikes, work stoppages,
unfair labor practice claims or other material labor disputes;
(b) the Company shall be in full compliance with all
of the terms and conditions hereof, and no Potential Default or Event of
Default shall have occurred and be continuing; and
(c) after giving effect to the requested extension of
credit and to each Loan that has been made and L/C issued hereunder,
the aggregate principal amount of all Loans, the amount available for
drawing under all L/Cs and the aggregate principal amount of all
Reimbursement Obligations then outstanding shall not exceed the lesser
of (i) the sum of the Banks' Revolving Credit Commitments then in
effect and (ii) the Borrowing Base as determined on the basis of the
most recent Borrowing Base Certificate, except as otherwise agreed by
the Company and all of the Banks;
and the request by the Company for any Loan or L/C pursuant hereto
shall be and constitute a warranty to the foregoing effects."
1.17. The introductory phrase to Section 7 of the Credit
Agreement shall be amended by replacing the phrase ", L/C or B/A"
appearing therein with the phrase "or L/C".
1.18. Section 7.4(d) of the Credit Agreement shall be
amended by deleting the phrase ", accompanied by a warehouse receipt
issued by the Warehouseman covering no less than all of the Inventory
shown on such Borrowing Base Certificate" appearing at the end
thereof.
1.19. Section 7.6 of the Credit Agreement shall be amended
to read as follows:
.c2."Section 7.6. Consolidation and Merger;. The
Company will not, and will not permit any Subsidiary to, consolidate with or
merge into any Person, or permit any other Person to merge into it, or
acquire (in a transaction analogous in purpose or effect to a
consolidation or merger) all or substantially all the Property of the
other Person, or acquire substantially as an entirety the business of
any other Person, without the prior written consent of the Required
Banks; provided, however, that if no Potential Default or Event of
Default shall have occurred and be continuing the Company may (a)
acquire all or substantially all the Property of the other Person, or
acquire substantially as an entirety the business of any other Person
if the aggregate fair market value of all consideration paid or
payable by the Company in all such acquisitions made in any Fiscal
Year does not exceed $10,000,000, and (b) consummate the Queretaro
Acquisition on or before December 31, 1995 for an aggregate
consideration (including the fair market value of any Property
transferred by the Company and the aggregate amount of all liabilities
assumed by the Company) payable by the Company of up to $30,000,000."
1.20. Section 7.8 of the Credit Agreement shall be amended
to read as follows:
.c2."Section 7.8. Leverage Ratio;. The Company will
not permit the ratio of its Leverage Ratio at any time during each period
specified below to exceed the ratio specified below for such period:
(a) during Fiscal Year 1995, 0.65 to 1;
(b) during Fiscal Year 1996, 0.625 to 1;
(c) during Fiscal Year 1997, 0.60 to 1; and
(d) during each Fiscal Year thereafter, 0.575
to 1."
1.21. Sections 7.10 of the Credit Agreement shall be amended
to read as follows:
".c2.Section 7.10. Current Ratio;. The Company will maintain
at all times and measured as of the last day of each monthly fiscal
accounting period a Current Ratio of not less than (a) from and after
the date the Queretaro Acquisition is completed, 1.25 to 1, and (b)
prior to the completion of the Queretaro Acquisition, (i) 1.50 to 1
during Fiscal Year 1995, (ii) 1.30 to 1 during Fiscal Year 1996 and
Fiscal Year 1997, and (iii) 1.35 to 1 during Fiscal Year 1998."
1.22. Sections 7.13 and 7.14 of the Credit Agreement shall
be amended to read as follows:
.c2."Section 7.13. Minimum Net Working Capital;. The Company
will maintain Net Working Capital at all times during each period
specified below (measured as of the last day of each monthly fiscal
accounting period) in an amount not less than the amount specified
below for each period:
(a) Prior to the date the Queretaro Acquisition is
completed:
(i) during Fiscal Year 1995, $65,000,000;
(ii) during Fiscal Year 1996, $45,000,000;
(iii) during Fiscal Year 1997, $48,000,000; and
(iv) at all times thereafter, $53,000,000; and
(b) from and after the date the Queretaro Acquisition is
Completed:
(i) during Fiscal Year 1995 and Fiscal Year 1996,
$40,000,000;
(ii) during Fiscal Year 1997, $45,000,000; and
(iii) at all times thereafter, $50,000,000."
.c2.Section 7.14. Capital Expenditures;. The Company will
not, and will not permit any Subsidiary to, make or commit to make any
capital expenditures (as defined and classified in accordance with
generally accepted accounting principles consistently applied;)
provided, however, that if no Event of Default or Potential Default
shall exist before and after giving effect thereto, the Company and
its Subsidiaries may make capital expenditures (a) during Fiscal Year
1994, in an amount not to exceed an amount equal to 115% of the
Company's depreciation and amortization charges for Fiscal Year 1993,
(b) during Fiscal Year 1995, (i) $50,700,000 if the Queretaro
Acquisition is not completed, and (ii) $77,700,000 if the Queretaro
Acquisition is completed, and (c) during each Fiscal Year thereafter,
in an aggregate amount in each Fiscal Year commencing with Fiscal Year
1996 not to exceed the sum of (i) an amount equal to 115% of the
Company's depreciation and amortization charges for the preceding
Fiscal Year and (ii) the amount, if any, by which such capital
expenditures made by the Company in the immediately preceding Fiscal
Year was less than the maximum amount of capital expenditures the
Company was permitted to make under this Section 7.14 during such
Fiscal Year, determined without regard to any carryover amount from
any prior Fiscal Year, but not to exceed $5,000,000 in any Fiscal
Year."
1.23. Section 7.17(l) of the Credit Agreement shall be
amended by replacing the phrase "any date of determination" appearing
therein with the phrase "the last day of such Fiscal Year".
1.24. Section 7.18(g) of the Credit Agreement shall be
amended to read as follows:
"(g) loans, investments (excluding retained earnings)
and advances by the Company to its Subsidiaries located in Mexico in an
aggregate outstanding amount not to exceed (i) $140,000,000 if the
Queretaro Acquisition is completed and (ii) $105,000,000 if the
Queretaro Acquisition is not completed at any time, provided, however,
that the Company may make loans, investments (excluding retained
earnings) and advances to its Subsidiaries located in Mexico in an
aggregate amount equal to the aggregate amount of any capital
withdrawn from its Mexican Subsidiaries after the date hereof but not
to exceed an aggregate amount of $25,000,000 in any Fiscal Year of the
Company, provided further that any such investments (excluding
retained earnings), loans and advances shall not cause the aggregate
outstanding amount of all such loans, investments (excluding retained
earnings) and advances to exceed (i) $140,000,000 if the Queretaro
Acquisition is completed and (ii) $105,000,000 if the Queretaro
Acquisition is not completed at any time;"
1.25. Section 8.1(a) of the Credit Agreement shall be
amended by replacing the number "2.4" appearing in line 3 thereof with
the number "3.4".
1.26. Section 8.4 of the Credit Agreement shall be amended
to read as follows:
".c2.Section 8.4. L/Cs. Promptly following the
acceleration of the maturity of the Notes pursuant to Section 8.2 or 8.3
hereof, the Company shall immediately pay to the Agent for the benefit of the
Banks the full aggregate amount of all outstanding L/Cs. The Agent
shall hold all such funds and proceeds thereof as additional
collateral security for the obligations of the Company to the Banks
under the Loan Documents. The amount paid under any of the L/Cs for
which the Company has not reimbursed the Banks shall bear interest
from the date of such payment at the default rate of interest
specified in Section 1.3(c)(i) hereof."
1.27. Section 9.3 of the Credit Agreement shall be amended
by replacing the number "2.3" appearing in the next to last line
thereof with the number "3.3".
1.28. All references in the Borrowing Base Certificate to
the "Arkansas live market" shall be deemed references to the price
determined in accordance with Section 4.101(b) of the Credit Agreement
as amended hereby.
2. Conditions Precedent.
The effectiveness of the Amendment is subject to the
satisfaction of all of the following conditions precedent:
2.1. The Company and each of the Banks shall have executed
this Amendment (such execution may be in several counterparts and the
several parties hereto may execute on separate counterparts).
2.2. Mr. and Mrs. Lonnie A. Pilgrim shall have executed and
delivered to the Banks the Guarantors' Consent in the form set forth
below.
2.3. Each of the representations and warranties set forth
in Section 5 of the Credit Agreement shall be true and correct.
2.4. The Company shall be in full compliance with all of
the terms and conditions of the Credit Agreement and no Event of
Default or Potential Default shall have occurred and be continuing
thereunder or shall result after giving effect to this Amendment.
2.5. All legal matters incident to the execution and
delivery hereof and the instruments and documents contemplated hereby
shall be satisfactory to the Banks.
2.6. Harris shall have received a written consent from
CoBank with respect to this Amendment in the form set forth below.
2.7. The Agent shall have received (in sufficient
counterparts for distribution to each of the Banks) all of the
following in a form satisfactory to the Agent, the Banks and their
respective counsel:
(a) copies (executed or certified as may be appropriate)
of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment, and the other instruments
and documents contemplated hereby; and
(b) Opinion of counsel to the Company substantially in a
form as set forth in Exhibit A hereto and satisfactory to the Agent,
the Banks and their respective counsel.
2.8. The Agent shall have received for the ratable benefit
of the Banks an amendment fee in an amount equal to one-eighth of one
percent (0.125%) of the maximum amount of the Revolving Credit.
Section 3. Representations And Warranties.
Section 3.1. The Company, by its execution of this
Amendment, hereby represents and warrants the following:
(a) each of the representations and warranties set forth
in Section 5 of the Credit Agreement is true and correct as of the
date hereof, except that the representations and warranties made under
Section 5.3 shall be deemed to refer to the most recent annual report
furnished to the Banks by the Company; and
(b) the Company is in full compliance with all of the
terms and conditions of the Credit Agreement and no Event of Default
or Potential Default has occurred and is continuing thereunder.
4. Miscellaneous.
4.1. The Company has heretofore executed and delivered to
the Agent that certain Security Agreement Re: Accounts Receivable,
Farm Products and Inventory dated as of May 27, 1993 (the "Security
Agreement") and the Company hereby agrees that the Security Agreement
shall secure all of the Company's indebtedness, obligations and
liabilities to the Agent and the Banks under the Credit Agreement as
amended by this Amendment, that notwithstanding the execution and
delivery of this Amendment, the Security Agreement shall be and remain
in full force and effect and that any rights and remedies of the Agent
thereunder, obligations of the Company thereunder and any liens or
security interests created or provided for thereunder shall be and
remain in full force and effect and shall not be affected, impaired or
discharged thereby. Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests
created and provided for by the Security Agreement as to the
indebtedness which would be secured thereby prior to giving effect to
this Amendment.
4.2. Except as specifically amended herein the Credit
Agreement and the Notes shall continue in full force and effect in
accordance with their original terms. Reference to this specific
Amendment need not be made in any note, document, 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 or Notes being sufficient to
refer to the Credit Agreement or the Notes as amended hereby.
4.3. The Company agrees to pay all out-of-pocket costs and
expenses incurred by the Agent and Banks in connection with the
preparation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby, including the fees and
expenses of Messrs. Chapman and Cutler.
4.4. 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.
4.5. (a) This Amendment and the rights and duties of the
parties hereto, shall be construed and determined in accordance with
the internal laws of the State of Illinois, except to the extent
provided in Section 5.5(b) hereof and to the extent that the Federal
laws of the United States of America may otherwise apply.
(b) Notwithstanding anything in Section 5.5(a) hereof to
the contrary, nothing in this Amendment, the Credit Agreement, the
Notes, or the Other Loan Documents shall be deemed to constitute a
waiver of any rights which the Company, the Agent or any of the Banks
may have under the National Bank Act or other applicable Federal law.
Dated as of June 30, 1995.
Pilgrim's Pride Corporation
By Lonnie Bo Pilgrim
Its Chief Executive Officer
Accepted and Agreed to as of the day and year last above
written.
Harris Trust And Savings Bank individually and as Agent
By Carl Blackham
Its Vice President
FBS Ag Credit, Inc.
By Douglas Hoffner
Its Vice President
Internationale Nederlanden (U.S.) Capital Corporation, formerly known
as Internationale Nederlanden Bank N. V.
By Daniel W. Lamprecht
Its Vice President
Boatmen's First National Bank of Kansas City
By Randy Anders
Its Vice President
First Interstate Bank of Texas, N.A.
By Ken Taylor
Its Banking Officer
CoBank's Consent
The undersigned National Bank for Cooperatives hereby consents
to the execution and delivery by Harris Trust and Savings Bank of the
above and foregoing Amendment.
Dated as of June 30, 1995.
CoBank ACB, formerly known as
National Bank for Cooperatives
By Dennis Blick
Its vice President
Guarantors' Consent
The undersigned, Lonnie A. Pilgrim and Patty R. Pilgrim, have
executed and delivered a Guaranty Agreement dated as of May 27, 1993
(the "Guaranty") to the Banks. As an additional inducement to and in
consideration of the Banks' acceptance of the foregoing Amendment, the
undersigned hereby agree with the Banks as follows:
1. Each of the undersigned consents to the execution of
the foregoing Amendment by the Company and acknowledges that this
consent is not required under the terms of the Guaranty and that the
execution hereof by the undersigned shall not be construed to require
the Banks to obtain the undersigneds' consent to any future amendment,
modification or waiver of any term of the Credit Agreement except as
otherwise provided in said Guaranty. Each of the undersigned hereby
agrees that the Guaranty shall apply to all indebtedness, obligations
and liabilities of the Company to the Banks, the Agent and under the
Credit Agreement, as amended pursuant to the foregoing Amendment.
Each of the undersigned further agrees that the Guaranty shall be and
remain in full force and effect.
2. All terms used herein shall have the same meaning as
in the foregoing Amendment, unless otherwise expressly defined herein.
Dated as of June 30, 1995.
Lonnie A. Pilgrim
Patty R. Pilgrim