0000802481-08-000079 Sample Contracts

WAIVER AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 11th, 2008 • Pilgrims Pride Corp • Poultry slaughtering and processing • New York

THIS WAIVER AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of November, 2008 (the “Effective Date”), by and among AVÍCOLA PILGRIM’S PRIDE DE MÉXICO, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of the United Mexican States (the “Borrower”), PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the “Parent”), THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, the several banks and other financial institutions parties hereto which constitute Majority Lenders, and ING CAPITAL LLC, as lead arranger and as administrative agent for the Lenders.

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Pilgrim’s Pride Corporation First Amendment to Limited Duration Waiver Agreement
Limited Duration Waiver Agreement • December 11th, 2008 • Pilgrims Pride Corp • Poultry slaughtering and processing

This First Amendment to Limited Duration Waiver Agreement (herein, the “Amendment”) is made as of November 25, 2008, by and among PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the “Servicer”), PILGRIM’S PRIDE FUNDING CORPORATION, a Delaware limited liability company (the “Seller” and, together with the Servicer, the “Seller Parties”), the PURCHASERS AND PURCHASER AGENTS ON THE SIGNATURE PAGES HERETO (collectively, the “Purchasers”) and BMO CAPITAL MARKETS CORP., as administrator (in such capacity, together with its successors and assigns, the “Administrator” and, collectively with the Purchasers, the “Waiving Parties”).

FIRST AMENDMENT TO LIMITED DURATION WAIVER OF POTENTIAL DEFAULTS AND EVENTS OF DEFAULT UNDER CREDIT AGREEMENT
Credit Agreement • December 11th, 2008 • Pilgrims Pride Corp • Poultry slaughtering and processing • Colorado

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”).

AMENDMENT No. 1 Dated as of October 10, 2008 to AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 26, 2008
Receivables Purchase Agreement • December 11th, 2008 • Pilgrims Pride Corp • Poultry slaughtering and processing • Texas

This AMENDMENT NO. 1 (this “Amendment”) dated as of October 10, 2008 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (“Seller”), PILGRIM’S PRIDE CORPORATION (“Pilgrim’s Pride”) as initial Servicer, THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY THERETO and BMO CAPITAL MARKETS CORP., as administrator (in such capacity, together with its successors and assigns, the “Administrator”).

Pilgrim’s Pride Corporation First Amendment to Limited Duration Waiver Agreement
Limited Duration Waiver Agreement • December 11th, 2008 • Pilgrims Pride Corp • Poultry slaughtering and processing • Illinois

This First Amendment to Limited Duration Waiver Agreement (herein, the “Amendment”) is made as November 25, 2008, by and among Pilgrim’s Pride Corporation, a Delaware corporation (the “Company”), To-Ricos, Ltd., a Bermuda company (“To-Ricos”), To-Ricos Distribution, Ltd., a Bermuda company (“To-Ricos Distribution”; and together with To-Ricos, the “Foreign Borrowers”; the Company and the Foreign Borrowers collectively, the “Borrowers” and individually, a “Borrower”), the Banks party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as administrative agent for the Banks (the “Agent”).

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