AGREEMENT AND PLAN OF MERGER among PILGRIM’S PRIDE CORPORATION, PROTEIN ACQUISITION CORPORATION and GOLD KIST INC. Dated as of December 3, 2006Agreement and Plan of Merger • December 5th, 2006 • Pilgrims Pride Corp • Poultry slaughtering and processing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 3, 2006, is made by and among Pilgrim’s Pride Corporation, a Delaware corporation (“Parent”), Protein Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Gold Kist Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined shall have the meaning given to such terms in Section 9.3.
CONSENT AND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • December 5th, 2006 • Pilgrims Pride Corp • Poultry slaughtering and processing • New York
This CONSENT AND AMENDMENT TO TERM LOAN AGREEMENT (this “Consent and Amendment”), dated as of December 3, 2006, is entered into by and among LEHMAN COMMERCIAL PAPER INC. as the Administrative Agent, LEHMAN BROTHERS INC. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers, CREDIT SUISSE as Syndication Agent, the Syndication Parties signatories hereto and PILGRIM’S PRIDE CORPORATION as Borrower, under that certain Term Loan Agreement (the “Term Loan Agreement”), dated as of the 29th day of November 2006, among such parties. Capitalized terms used but not defined in this Consent and Amendment shall have the meanings that are set forth in the Term Loan Agreement.
