Exhibit 10.37
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
("SECOND AMENDMENT") is made as of June 17, 2002 ("EXECUTION DATE"), by and
between COBANK, ACB ("COBANK") as the Administrative, Documentation and
Collateral Agent for the benefit of the present and future Syndication
Parties (in its capacity as Administrative Agent and Collateral Agent, the
"ADMINISTRATIVE AGENT"), Lead Arranger and Book Manager, and as a
Syndication Party, FARM CREDIT SERVICES OF AMERICA, FLCA, as Co-Arranger
and as a Syndication Party, the Syndication Parties whose signatures appear
below, and PILGRIM'S PRIDE CORPORATION, a Delaware corporation, whose
address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ("BORROWER").
R E C I T A L S
A. CoBank, in its capacity as Administrative and Documentation Agent
for the benefit of the present and future Syndication Parties, Lead
Arranger and Book Manager, and as a Syndication Party, Farm Credit Services
of America, FLCA as Co-Arranger and as a Syndication Party and certain
other Syndication Parties, and Borrower, entered into that certain Amended
and Restated Credit Agreement dated as of November 16, 2000, and that
certain First Amendment to Amended and Restated Credit Agreement dated as
of December 14, 2001 ("FIRST AMENDMENT") (as amended by the First Amendment
and as amended, modified, supplemented, restated or replaced from time to
time in the future, the "CREDIT AGREEMENT") pursuant to which the
Syndication Parties agreed to make to Borrower (a) a 7 Year Loan in the
amount of $115,000,000 and (b) a 10 Year Loan in the amount of $285,000,000
upon the terms and conditions set forth in the Credit Agreement.
B. Borrower now desires to amend the Credit Agreement, which the
Syndication Parties are willing to do under the terms and conditions as set
forth in this Second Amendment.
A G R E E M E N T S
Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, Administrative Agent
and the Syndication Parties hereby agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as of the Effective Date as follows:
1.1 "WLR Turkey Assets" is deleted from the list of definitions
following Section 1.115, and a new Section 1.116 is added reading as
follows:
1.116 WLR TURKEY ASSETS: means all of Borrower's and its
Subsidiaries' assets relating to or used in connection with its turkey
line of business including, without limitation, all inventory and
receivables and all real property interest, furniture, fixtures and
equipment located at, or used in connection with, the turkey hatching,
raising, slaughtering, processing, packaging, and shipping operations
and facilities identified on Part B of EXHIBIT 7.3 hereto.
1.2 Section 1.15 is amended in its entirety to read as follows:
1.15 AVAILABLE AMOUNT: the lesser of (a) $400,000,000.00 and
(b) seventy-five percent (75%) of the Appraised Value (as shown on the
latest Available Amount Report pursuant to the latest Appraisal as
provided pursuant to the 1999 Credit Agreement or this Credit
Agreement, whichever is later) of the Collateral in which the
Syndication Parties have a perfected first priority lien (without
considering the lien which secures, but after deducting from the
Appraised Value the amount owing under, any Pari Passu Loan).
1.3 Section 5.4 is amended in its entirety to read as follows:
5.4 MANDATORY PREPAYMENTS: Borrower shall be required to make
prepayments ("MANDATORY PREPAYMENTS") in each of the following events
(a) in the event any of the Collateral (including, after the Merger
Consummation Date, whether or not the Administrative Agent has, for
the benefit of the Syndication Parties, been granted a lien thereon,
the Acquisition Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and the WLR
Chicken Assets) is the subject of a Casualty Event, a Mandatory
Prepayment equal to the amount of the Casualty Proceeds received by
Borrower, Survivor, or Subsidiary Merger Survivor on account thereof
(provided that no such Mandatory Prepayment shall be required to the
extent that Borrower, Survivor, or Subsidiary Merger Survivor, as
applicable, use such Casualty Proceeds for repair or replacement for
any Casualty Event if the amount of Casualty Proceeds does not exceed
$25,000,000.00, or such higher amount as may be approved by the
Required Lenders at their discretion, and so long as (i) a contract
for such repair or replacement is entered into within 180 days of such
Casualty Event for such repairs and/or the acquisition of such
replacements, (ii) such repair or replacement is effected within 360
days of such Casualty Event, and (iii) any such replacements are
covered by the lien in favor of the Administrative Agent on the
Collateral); (b) upon the issuance of any equity securities in a
capital raising transaction resulting in net proceeds to Borrower of
an amount in excess of $10,000,000.00, a Mandatory Prepayment equal to
fifty percent (50%) of net proceeds of such offering of equity
securities to the extent they are not used, under the conditions set
forth below, for acquisitions and/or capital investment within 360
days of receipt; (c) upon sale or other disposition of any non-current
assets (except for sales in the ordinary course of business) (i) which
are not a part of the Collateral (other than the WLR Turkey Assets), a
Mandatory Prepayment equal to one hundred percent (100%) of the net
proceeds in excess of $5,000,000 received by Borrower, Survivor, or
Subsidiary Merger Survivor to the extent that they are not used, under
the conditions set forth below, for acquisitions and/or capital
investment within 360 days of receipt by Borrower, Survivor, or
Subsidiary Merger Survivor, as applicable, or (ii) which are a part of
the Collateral (including, after the Merger Consummation Date, whether
or not the Administrative Agent has, for the benefit of the
Syndication Parties, been granted a lien thereon, the Acquisition
Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and the WLR Chicken Assets),
a Mandatory Prepayment equal to one hundred percent (100%) of the net
proceeds in excess of $5,000,000 received by Borrower, Survivor, or
Subsidiary Merger Survivor to the extent that they are not used, under
the conditions set forth below, for acquisitions and/or capital
investment within 360 days of receipt by Borrower, Survivor, or
Subsidiary Merger Survivor, as applicable, which are covered by a lien
in favor of the Administrative Agent; and (d) at any time that the
aggregate outstanding principal balance owing (i) under the 7 Year
Revolving Loan and the 10 Year Revolving Loan (including the Converted
Loans) exceeds the Available Amount or (ii) under either the 7 Year
Revolving Loan or the 10 Year Revolving Loan (including the 7 Year
Converted Loans or the 10 Year Converted Loans, as applicable) exceeds
the Aggregate 7 Year Commitment or the Aggregate 10 Year Commitment,
respectively, as either of them may be reduced from time to time, a
Mandatory Prepayment equal to the amount of such excess. In each case
of proceeds from any offering of equity securities and from any sale
or other disposition of assets other than the WLR Turkey Assets, to
avoid Mandatory Prepayment based thereon, Borrower, Survivor, or
Subsidiary Merger Survivor, as applicable, must, within 180 days of
receipt of such proceeds, have used such proceeds for acquisitions
and/or capital investments or executed a binding definitive contract
for such acquisitions and/or capital investments. Mandatory
Prepayments made (x) pursuant to clause (d) of this Section and
applied to Converted Loans or (z) pursuant to clauses (a), (b), and
(c) of this Section, will, in either case, result in a permanent
reduction of the Aggregate 7 Year Commitment and the Aggregate 10 Year
Commitment to the extent of the Mandatory Payments applied to each
such Facility. Mandatory Prepayments under clauses (a), (b), or
(c) shall be due no later than 10 Banking Days after the expiration of
the applicable acquisition or capital investment period set forth
above, and Mandatory Prepayments under (d) shall be due the next
Banking Day following such occurrence. In determining the amount of
Mandatory Prepayment required under clauses (a) or (c)(ii), Borrower
shall be permitted to make any prepayment required on account of such
Casualty Event or sale under any Pari Passu Loan (in a maximum amount
no greater than the pro rata portion based on total outstanding
principal balances of such loan and the Facilities), and in
determining the amount of Mandatory Prepayment required under clauses
(b) and (c)(i), Borrower shall, without duplication regarding payments
made on account of any Pari Passu Loan, be permitted to make any
prepayment required on account of such sale under any secured or
unsecured credit facility which is not expressly subordinate to the
Facilities in a maximum amount, with respect only to such unsecured
facilities, of no greater than the pro rata portion based on the total
outstanding principal balances owing under such unsecured facility to
the sum of the total outstanding principal balances owing under all
such unsecured facilities and under the Facilities.
1.4 Section 7.1 is amended in its entirety to read as follows:
7.1 BORROWER'S COLLATERAL: As security for the payment and
performance of all obligations of Borrower to the Administrative
Agent, to FCSA (with respect to the obligations of Borrower under
Article 6 hereof), and to all present and future Syndication Parties,
including but not limited to principal and interest under the Notes,
purchases of Bank Equity Interests, fees, Funding Losses,
reimbursements, and all other Bank Debt or obligations under any of
the Loan Documents, Borrower shall grant to, and maintain for, the
Administrative Agent, for the benefit of FCSA (to the extent of
Borrower's obligations with respect to Bank Equity Interests), and for
the benefit of all present and future Syndication Parties, a first
lien and security interest, pursuant to the Security Documents,
subject only to (i) purchase money security interests which would
qualify as Permitted Encumbrances, and (ii) Permitted Encumbrances
described in Section 11.3(a) hereof, in the following ("BORROWER
COLLATERAL") in accordance with the timing set forth in Section 10.3
hereof: (a) all of Borrower's real property interest, furniture,
fixtures and equipment located at, or used in connection with, the
poultry hatching, raising, slaughtering, processing, packaging, and
shipping operations and facilities identified on EXHIBIT 7.1 hereto;
(b) all of Borrower's issued and outstanding common and preferred
stock in (i) Acquisition Corp ("ACQUISITION STOCK"), and (ii)
following the consummation of the Merger, in Survivor, and (iii)
following the consummation of the Subsidiary Merger, in Subsidiary
Merger Survivor (the stock referred to in clauses (ii) and/or (iii)
the "SURVIVOR STOCK"); and (c) all proceeds with respect to the assets
described in clauses (a) and (b) above and all insurance policies in
connection with the assets described in clauses (a), (b) and
(c) hereof and the proceeds thereof, in each case whether now owned or
hereafter acquired; provided that only FCSA shall have a lien on the
Bank Equity Interests and none of the Syndication Parties shall have a
lien thereon. Borrower shall execute and deliver to the
Administrative Agent, for the benefit of the Syndication Parties, the
Security Documents to evidence the security interest of the
Administrative Agent, for the benefit of the Syndication Parties, in
the Borrower Collateral, together with such financing statements or
other documents as the Administrative Agent shall reasonably request.
Borrower shall also execute such further security agreements,
mortgages, deeds of trust, financing statements, assignments or other
documents as the Administrative Agent shall reasonably request from
time to time, in form and substance as the Administrative Agent shall
specify, to establish, confirm, perfect or provide notice of the
Administrative Agent's security interest (for the benefit of the
Administrative Agent and all Syndication Parties) in the Borrower
Collateral.
1.5 Section 7.3 is amended in its entirety to read as follows:
7.3 GUARANTOR'S COLLATERAL: As security for the payment and
performance of all obligations of Acquisition Corp. to the
Administrative Agent and to all present and future Syndication Parties
under the Acquisition Guaranty, Survivor and the Subsidiary Merger
Survivor, as applicable, shall grant to, and maintain for, the
Administrative Agent, for the benefit of all present and future
Syndication Parties, a first lien and security interest, pursuant to
the Security Documents in the following ("▇▇▇▇▇▇▇ COLLATERAL") in
accordance with the timing set forth in Section 10.3 hereof: (a) all
of Survivor's stock in ▇▇▇▇▇▇▇, and all rights, including the rights
to distributions, thereunder ("▇▇▇▇▇▇▇ SECURITIES COLLATERAL"); (b)
all of Survivor's and Subsidiary Merger Survivor's real property
interest, furniture, fixtures and equipment located at, or used in
connection with, the poultry hatching, raising, slaughtering,
processing, packaging, and shipping operations and facilities
identified on Part A of EXHIBIT 7.3 hereto ("WLR CHICKEN ASSETS"); and
(c) all proceeds with respect to the assets described in clauses
(a) and (b) above and all insurance policies in connection with the
assets described in clauses (a), (b), and (c) hereof and the proceeds
thereof, in each case whether now owned or hereafter acquired.
Survivor and Subsidiary Merger Survivor, as applicable shall execute
and deliver to the Administrative Agent, for the benefit of the
Syndication Parties, the ▇▇▇▇▇▇▇ Security Documents to evidence the
security interest of the Administrative Agent, for the benefit of the
Syndication Parties, in the ▇▇▇▇▇▇▇ Collateral, together with such
financing statements or other documents as the Administrative Agent
shall reasonably request. Survivor and Subsidiary Merger Survivor, as
applicable, shall also execute such further security agreements,
mortgages, deeds of trust, financing statements, assignments or other
documents as the Administrative Agent shall reasonably request from
time to time, in form and substance as the Administrative Agent shall
specify, to establish, confirm, perfect or provide notice of the
Administrative Agent's security interest (for the benefit of the
Administrative Agent and all Syndication Parties) in the ▇▇▇▇▇▇▇
Collateral.
1.6 Subsection 10.2.11 is amended in its entirety to read as
follows:
10.2.11 AVAILABLE AMOUNT REPORTS: If any Advance is made during
any Fiscal Quarter, then, no later than forty-five (45) days after the
end of such Fiscal Quarter, unless the outstanding principal balance
owing under the Facilities on any Advance Date (including the Advance
requested for such date in a Borrowing Notice) exceeds ninety percent
(90%) of the Aggregate Commitment, in which case an Available Amount
Report effective as of the date of such Borrowing Notice must
accompany the Borrowing Notice (the appropriate date in either case
being the "AVAILABLE AMOUNT REPORT DEADLINE"), a report in the form of
EXHIBIT 10.2.11 attached hereto ("AVAILABLE AMOUNT REPORT") effective
as of the last day of such Fiscal Quarter or the date of such
Borrowing Notice, as applicable. Any time that, in connection with a
Pari Passu Loan, Borrower requests the Administrative Agent to execute
an Intercreditor Agreement, Borrower shall provide to the
Administrative Agent an endorsement to the Title Policy increasing the
amount of insurance provided thereby (or a new Title Policy in the
full amount, including any such increase) if the following two
conditions have occurred: (a) the maximum amount available under such
Pari Passu Loan, together with the maximum amounts available under all
Pari Passu Loans entered into since the most recent increase in the
amount of the Title Policy, is equal to or greater than
$25,000,000.00, and (b) Borrower has since the most recent increase in
the amount of the Title Policy, provided to the Administrative Agent
one or more Available Amount Reports which, in the aggregate, reflect
an increase in the Appraised Value of the real estate (including any
structures or other improvements thereon, other than
equipment) included in the Collateral in an amount equal to or greater
than $25,000,000.00; provided that Borrower shall not be required to
provide such endorsement or new Title Policy on account of Available
Amount Reports which increase the Available Amount based solely on the
WLR Chicken Assets so long as (i) no part of the WLR Chicken Assets
are used in calculating whether a Pari Passu Loan is permitted under
this Subsection and (ii) none of the WLR Chicken Assets are used as
security for any such Pari Passu Loan. In the event an increase in
the amount of insurance available under the Title Policy is required
pursuant to the preceding sentence, the amount of such increase shall
be the amount of the aggregate increase in Appraised Value determined
as provided in clause (b) thereof; provided that in no event shall
Borrower be required to increase the amount of insurance provided
under the Title Policy to the extent it would result in the amount
thereof being an amount in excess of (x) during the Availability
Period, the Aggregate Commitment, or (y) at any time after the end of
the Availability Period, the amount of Bank Debt owing. In the event
the parcel or parcels of real estate with respect to which there has
been an increase in Appraised Value are insured by separate Title
Policies, the increase in insured amount required above need only be
provided with respect to those Title Policies.
1.7 Subsection 10.2.12 is amended in its entirety to read as
follows:
10.2.12 APPRAISALS: Borrower shall provide the Administrative
Agent with Appraisals covering all interests required to be included
within the Collateral: (a) on December 14, 2002 and on each two year
anniversary thereof, provided that if the Leverage Ratio for the
Fiscal Quarter immediately preceding (or ending on) such date is less
than fifty percent (50%), this requirement will be deferred on a
Fiscal Quarter basis so long as such ratio is maintained, provided
further that, unless otherwise agreed by the Required Lenders, any
such deferrals shall be for no more than 24 months, so that in any
event an Appraisal will be required no later than four years after the
date the last previous Appraisal was required; and (b) as may be
required in connection with Pari Passu Loans as provided herein.
1.8 Section 10.3 is amended in its entirety to read as follows:
10.3 GRANT OF LIENS ON WLR RELATED ASSETS: Borrower shall cause
Acquisition Corp. and/or Survivor, and/or Subsidiary Merger Survivor
to, grant to the Administrative Agent, for the benefit of the
Syndication Parties, a first priority lien on the ▇▇▇▇▇▇▇ Securities
Collateral and the WLR Chicken Assets, and with respect to such assets
take the actions in accordance with the following time table:
1.9 Clause (e) of Subsection 10.3.3 is amended in its entirety
to read as follows:
(e) The Administrative Agent shall have received in form and
substance satisfactory to the Administrative Agent: (i) documents,
certified to be true and correct by the Secretary or Assistant
Secretary of Borrower, evidencing all corporate action taken by
Survivor and Subsidiary Merger Survivor to authorize (including the
specific names and titles of the persons authorized to so act the
execution, delivery and performance of the ▇▇▇▇▇▇▇ Security Documents
to which it is a party and which relate to WLR Chicken Assets, and a
certificate of the Secretary or Assistant Secretary of Borrower, dated
the Closing Date, certifying the names and true signatures of the
Authorized Officers; (ii) documents, certified to be true and correct
by the Secretary or Assistant Secretary of Survivor and Subsidiary
Merger Survivor, evidencing all corporate action taken by such Person
to authorize (including the specific names and titles of the persons
authorized to so act) the execution, delivery and performance of such
▇▇▇▇▇▇▇ Security Documents, and (iii) evidence satisfactory to it that
all consents and approvals of governmental authorities and third
parties which are with respect to Survivor and/or Subsidiary Merger
Survivor necessary for, or required as a condition of the validity and
enforceability of such ▇▇▇▇▇▇▇ Security Documents to which it is a
party.
1.10 Subsection 10.3.4 is deleted in its entirety.
1.11 Section 10.15 is amended in its entirety to read as follows:
1.12 10.15 APPRAISED PROPERTY: No Available Amount Report will
be based in any part on the Appraised Value of any real property, or
improvements, fixtures, machinery or equipment located on any real
property, not, in either case, described in the deeds of trust executed, on
or prior to the date of such Available Amount Report, by Borrower in
connection with this Credit Agreement.
1.13 Clause (f) of Section 11.1 is amended in its entirety to
read as follows:
(f) secured Debt (other than Bank Debt and the Pari Passu
Loans) in an aggregate amount at any time outstanding of up to the sum
of (i) eighty-five percent (85%) of the book value of the outstanding
accounts receivable of Borrower and its Subsidiaries (as such account
receivable would be shown on a consolidated balance sheet of Borrower
and its Subsidiaries prepared in accordance with GAAP), less allowance
for doubtful accounts, PLUS (ii) seventy-five percent (75%) of the
higher of book value or fair market value, determined in accordance
with GAAP, of the assets of Borrower and its Subsidiaries, but
excluding from such calculation under this clause (ii), the assets
covered by clause (i), the Collateral (including, after the Merger
Consummation Date, whether or not the Administrative Agent has, for
the benefit of the Syndication Parties, been granted a lien thereon,
the WLR Chicken Assets), and good will, MINUS (iii) amounts owing
under the ▇▇▇▇▇▇ Loan and under the ▇▇▇▇▇▇▇ Loan;
1.14 Clauses (g), (h), and (i) of Section 11.3 are amended in
their entirety to read as follows:
(g) Liens, other than on the Collateral (including, after the
Merger Consummation Date, whether or not the Administrative Agent has,
for the benefit of the Syndication Parties, been granted a lien
thereon, the Acquisition Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and
the WLR Chicken Assets), securing its reimbursement obligations under
any letter of credit issued in connection with the acquisition of an
asset; provided that (i) the lien attaches only to such asset, and
(ii) the lien is released upon satisfaction of such reimbursement
obligation;
(h) Liens on the Collateral (including, after the Merger
Consummation Date, whether or not the Administrative Agent has, for
the benefit of the Syndication Parties, been granted a lien thereon,
the Acquisition Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and the WLR
Chicken Assets) in connection with the Bank Debt or any permitted Pari
Passu Loan;
(i) Liens on assets of Borrower or its Subsidiaries, other than
on the Collateral (including, after the Merger Consummation Date,
whether or not the Administrative Agent has, for the benefit of the
Syndication Parties, been granted a lien thereon, the Acquisition
Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and the WLR Chicken Assets),
to secure indebtedness permitted under Sections 11.1(f) and 11.1(i);
and
1.15 Section 11.4 is amended in its entirety to read as follows:
11.4 SALE OF ASSETS: Borrower shall not (nor shall it permit any
of its Subsidiaries to) sell, convey, assign, lease or otherwise
transfer or dispose of, voluntarily, by operation of law or otherwise,
any of the Collateral (including, after the Merger Consummation Date,
whether or not the Administrative Agent has, for the benefit of the
Syndication Parties, been granted a lien thereon, the Acquisition
Stock, the ▇▇▇▇▇▇▇ Securities Collateral, and the WLR Chicken
Assets) except the sale of assets disposed of in the ordinary course
of business, and which are either replaced or are no longer necessary
or useful for the business conducted at the facilities which are
included within the Collateral (including, whether or not the
Administrative Agent has, for the benefit of the Syndication Parties,
been granted a lien thereon, the Acquisition Stock, the ▇▇▇▇▇▇▇
Securities Collateral, and the WLR Chicken Assets).
2. CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT. The
effectiveness of this Second Amendment is subject to satisfaction, in the
Administrative Agent's sole discretion, of each of the following conditions
precedent:
2.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Borrower shall be true and correct in all material respects
on and as of the Effective Date as though made on and as of such date.
2.2 NO EVENT OF DEFAULT. No Event of Default shall have
occurred and be continuing under the Credit Agreement as of the Execution
Date.
2.3 EXECUTION AND DELIVERY. Receipt by the Administrative Agent
of a copy of this Second Amendment, duly executed by all requisite parties.
2.4 SCHEDULE OF APPRAISED VALUES. Receipt by the Administrative
Agent of a report, certified to by Borrower's Chief Financial Officer,
showing, for each of the facilities included within the Borrower Collateral
and the ▇▇▇▇▇▇▇ Collateral and upon which the Available Amount is based:
(a) the address, physical description, and function; (b) the Appraised
Value (separated as to (i) machinery and equipment, (ii) building
improvements, and (iii) land); and (c) the date of the Appraisal from which
the Appraised Value has been determined.
2.5 AMENDMENT FEE. Borrower's payment to the Administrative
Agent, by wire transfer, of a fee in the amount of $100,000.00 ("AMENDMENT
FEE") to be distributed to the Syndication Parties in the manner determined
by the Administrative Agent and disclosed to the Syndication Parties.
3. GENERAL PROVISIONS.
3.1 NO OTHER MODIFICATIONS. The Credit Agreement shall remain
in full force and effect except as specifically amended by this Second
Amendment
3.2DEFINITIONS. Capitalized terms shall have the meanings set
forth herein, if defined herein. Capitalized terms used, but not defined,
herein shall have the meanings given to such terms in the Credit Agreement
if defined therein.
3.3PRIOR ACTIONS. Nothing in this Second Amendment shall affect
any previous actions, waivers, or lien releases.
3.4 SEVERABILITY. Should any provision of this Second Amendment
be deemed unlawful or unenforceable, said provision shall be deemed several
and apart from all other provisions of this Second Amendment and all
remaining provisions of this Second Amendment shall be fully enforceable.
3.5 GOVERNING LAW. This Second Amendment shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Colorado.
3.6 HEADINGS. The captions or headings in this Second Amendment
are for convenience only and in no way define, limit or describe the scope
or intent of any provision of this Second Amendment.
3.7 COUNTERPARTS. This Second 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. Telefax copies of documents
or signature pages bearing original signatures, and executed documents or
signature pages delivered by telefax, shall, in each such instance, be
deemed to be, and shall constitute and be treated as, an original signed
document or counterpart, as applicable.
This Second Amendment is executed as of the Execution Date.
BORROWER:
PILGRIM'S PRIDE CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer,
Secretary & Treasurer
ADMINISTRATIVE AGENT:
COBANK, ACB
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CO-ARRANGER:
FARM CREDIT SERVICES OF AMERICA, FLCA
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
SYNDICATION PARTIES:
COBANK, ACB
By: /S/ ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title:
FARM CREDIT SERVICES OF AMERICA, FLCA
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By:
Name:
Title:
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By:
Name:
Title:
SUNTRUST BANK
By:
Name:
Title:
DEERE CREDIT, INC.
By:
Name:
Title:
U.S. BANK, National Association (INDIVIDUALLY
AND AS SUCCESSOR BY MERGER TO FIRSTAR BANK,
N.A.)
By:
Name:
Title:
BANK OF TEXAS
By:
Name:
Title:
GREENSTONE FARM CREDIT SERVICES, FLCA
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President/Senior Loan Officer
