PILGRIM'S PRIDE CORPORATION
SECOND AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT
AND WAIVER
Harris Trust and Savings Bank
Chicago, Illinois
U.S. Bancorp Ag Credit, Inc.
(formerly known as FBS Ag Credit, Inc.)
Denver, Colorado
CoBank, ACB
Wichita, Kansas
ING (U.S.) Capital Corporation ("ING ")
New York, New York
Credit Agricole Indosuez, Chicago Branch (successor by
merger to Caisse Nationale de Credit Agricole, Chicago Branch)
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Secured
Credit Agreement dated as of August 11, 1997, 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 Company, the Agent and the Banks now wish to amend the Credit
Agreement to increase the aggregate amount of dividends the Company may pay
on its capital stock and to waive compliance by the Company with
Section 7.14 of the Credit Agreement for its Fiscal Year 1998, 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 3 hereof, the Credit Agreement shall be amended as follows:
1.1. Section 7.15(i) of the Credit Agreement shall be amended by
replacing the figure "$1,700,000" appearing therein with the figure
"$3,400,000".
2. WAIVER.
2.1. Section 7.14 of the Credit Agreement limits the amount of capital
expenditures the Company may make or commit to make in any Fiscal Year.
The Company was not in compliance with Section 7.14 of the Credit Agreement
for its Fiscal Year 1998 and has requested that the Required Banks waive,
and the Required Banks hereby waive, the requirements of Section 7.14 of
the Credit Agreement for its Fiscal Year 1998.
2.2. The waiver contained in Section 2.1 of this Amendment is limited
to the matters set forth in that Section, and the Company agrees that it
remains obligated to comply with the terms of the Credit Agreement and the
other Loan Documents and that the Banks shall not be obligated in the
future to waive any provision of the Credit Agreement or the other Loan
Documents as a result of having provided the waivers contained herein.
3. CONDITIONS PRECEDENT.
The effectiveness of the Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. 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).
3.2. Each of the representations and warranties set forth in Section 5
of the Credit Agreement shall be true and correct.
3.3. 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.
3.4. All legal matters incident to the execution and delivery hereof
and the instruments and documents contemplated hereby shall be satisfactory
to the Banks.
4. REPRESENTATIONS AND WARRANTIES.
4.1. 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.
5. MISCELLANEOUS.
5.1. 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, as amended (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.
5.2. 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, any reference to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.
5.3. 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.
5.4. 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.
5.5. (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 November ___, 1998.
PILGRIM'S PRIDE CORPORATION
By
Its Chief Financial Officer
Accepted and Agreed to as of the day and year last above written.
HARRIS TRUST AND SAVINGS BANK individually
and as Agent
By
Its Vice President
U.S. BANCORP AG CREDIT, INC.
By
Its
COBANK, ACB
By
Its
ING (U.S.) CAPITAL CORPORATION
By
Its
CREDIT AGRICOLE INDOSUEZ, CHICAGO BRANCH
By Its
By Its