UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): April 30, 2008
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
1-9273 75-1285071
(State or
Other
Jurisdiction (Commission (IRS
Employer
of
Incorporation) File
Number) Identification
No.)
4845 US Hwy. 271
N.
Pittsburg,
Texas 75686-0093
(Address of Principal
Executive
Offices) (ZIP
Code)
Registrant's
telephone number, including area code: (903) 434-1000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
q Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
q Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
Amendment
to Credit Agreement with CoBank ACB
On April
30, 2008, Pilgrim's Pride Corporation (the "Company") entered into an Eighth
Amendment (the "Eighth Amendment") to Credit Agreement by and among the Company,
as borrower, CoBank, ACB, as administrative agent and the other syndication
parties signatory thereto, amending the 2006 Amended and Restated Credit
Agreement dated as of September 21, 2006 (as amended, the "CoBank Agreement").
The Eighth Amendment, (i) for the period beginning on May 1, 2008 and ending on
September 26, 2009 (the "Interim Period"), increased the interest rates and
commitment fees under the CoBank Agreement by 0.50% per annum; (ii) amended the
financial covenants relating to leverage ratio, the ratio of tangible net assets
to total liabilities and the fixed charge coverage ratio to make those covenants
less restrictive during the Interim Period; (iii) amended the financial covenant
relating to tangible net worth to make it less restrictive; and (iv) amended the
CoBank Agreement to require the pledge of specified additional property of the
Company as collateral under the CoBank Agreement. The additional
collateral will not result in an increase in the amount available under the
CoBank Agreement unless and until the Company meets certain requirements,
including obtaining title policies, surveys, appraisals and environmental
reports for the specified property.
The above
discussion is a summary of certain terms and conditions of the Eighth Amendment
and is qualified in its entirety by the terms and conditions of the Eighth
Amendment and the CoBank Agreement. For the complete terms and conditions of the
Eighth Amendment summarized in this report, please refer to the Eighth Amendment
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Amendment
to Credit Agreement with Bank of Montreal
On April
30, 2008, the Company entered into a Second Amendment (the "Second Amendment")
to Fourth Amended and Restated Secured Credit Agreement by and among the
Company, To-Ricos, Ltd., To-Ricos Distribution, Ltd., Bank of Montreal, as
administrative agent, and the other lenders signatory thereto (as amended, the
"BMO Agreement"). The Second Amendment (i) increased the interest
rates and commitment fees under the BMO Agreement by 0.50% per annum during the
Interim Period; (ii) amended the financial covenants relating to the leverage
ratio, the ratio of net tangible assets to total liabilities and the fixed
charge coverage ratio to make those covenants less restrictive during the
Interim Period; (iii) amended the financial covenant relating to tangible net
worth to make it less restrictive; and (iv) amended the BMO Agreement to limit
the aggregate face amount of standby and commercial letters of credit that may
be outstanding at any time to $175,000,000.
The above
discussion is a summary of certain terms and conditions of the Second Amendment
and is qualified in its entirety by the terms and conditions of the Second
Amendment and the BMO Credit Agreement. For the complete terms and conditions of
the Second Amendment summarized in this report, please refer to the Second
Amendment attached hereto as Exhibit 10.2 and incorporated by reference
herein.
Amendment
to Receivables Purchase Agreement with BMO Capital Markets Corp.
On May 1,
2008, the Company entered into Amendment No. 7 (the "Seventh Amendment") to
Receivables Purchase Agreement by and among the Company, Pilgrim's Pride Funding
Corporation, Pilgrim's Pride Corporation, BMO Capital Markets Corp., as agent,
and Fairway Finance Company, LLC (as amended, the "Receivables Purchase
Agreement"). The Seventh Amendment amended the financial covenant
relating to the fixed charge coverage ratio to make it less restrictive during
the Interim Period and amended the financial covenant relating to tangible net
worth to make it less restrictive.
The above
discussion is a summary of certain terms and conditions of the Seventh Amendment
and is qualified in its entirety by the terms and conditions of the Seventh
Amendment and the Receivables Purchase Agreement. For the complete terms and
conditions of the Seventh Amendment summarized in this report, please refer to
the Seventh Amendment attached hereto as Exhibit 10.3 and incorporated by
reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
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10.1
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Eighth
Amendment to Credit Agreement, dated as of April 30, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory
thereto.
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|
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10.2
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Second
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory
thereto.
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|
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10.3
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Amendment
No. 7 to Receivables Purchase Agreement, dated as of May 1, 2008, by and
among the Company, Pilgrim's Pride Funding Corporation, Fairway Finance
Company, LLC, and BMO Capital Markets
Corp.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PILGRIM'S
PRIDE CORPORATION
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Date: May
5, 2008
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By: /s/ Richard A.
Cogdill
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Richard
A. Cogdill
|
|
Chief
Financial Officer, Secretary and
Treasurer
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EXHIBIT
INDEX
Exhibit
Number Description
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|
10.1
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Eighth
Amendment to Credit Agreement, dated as of April 30, 2008, by and among
the Company as borrower, CoBank, ACB, as administrative agent, and the
other syndication parties signatory
thereto.
|
|
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10.2
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Second
Amendment to the Fourth Amended and Restated Secured Credit Agreement,
dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,
To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,
and the other lenders signatory
thereto.
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|
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10.3
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Amendment
No. 7 to Receivables Purchase Agreement, dated as of May 1, 2008, by and
among the Company, Pilgrim's Pride Funding Corporation, Fairway Finance
Company, LLC, and BMO Capital Markets
Corp.
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EXHIBIT
10.1
EIGHTH
AMENDMENT TO CREDIT AGREEMENT
Parties:
“CoBank”: CoBank,
ACB
5500
South Quebec Street
Greenwood
Village, Colorado 80111
“Borrower”: Pilgrim’s
Pride Corporation
4845 US
Highway 271 N.
Pittsburg,
Texas 75686
“Syndication
Parties”: Whose
signatures appear below
Execution
Date: April
30, 2008
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Effective
Date:
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May
1, 2008 (Subject to satisfaction of conditions as set forth in Section 2
hereof)
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Recitals:
A. CoBank
(in its capacity as the Administrative Agent (“Agent”), the Syndication
Parties signatory thereto, and Borrower have entered into that certain 2006
Amended and Restated Credit Agreement (Convertible Revolving Loan and Term Loan)
dated as of September 21, 2006, that certain First Amendment to Credit Agreement
dated as of December 13, 2006, that certain Second Amendment to Credit Agreement
dated as of January 4, 2007, that certain Third Amendment to Credit Agreement
dated as of February 7, 2007, that certain Fourth Amendment to Credit Agreement
dated as of July 3, 2007, that certain Fifth Amendment to Credit Agreement dated
as of August 7, 2007, that certain Sixth Amendment to Credit Agreement dated as
of November 7, 2007, and that certain Seventh Amendment to Credit Agreement
dated as of March 10, 2008 (as so amended and as amended, modified, or
supplemented from time to time in the future, the “Credit Agreement”) pursuant to
which the Syndication Parties, and any entity which becomes a Syndication Party
on or after September 21, 2006, have extended certain credit facilities to
Borrower under the terms and conditions set forth in the Credit
Agreement.
B. Borrower
has requested that the Agent and the Syndication Parties modify the Credit
Agreement which the Agent and the Syndication Parties are willing to do under
the terms and conditions as set forth in this Eighth Amendment to Credit
Agreement (“Eighth
Amendment”).
Agreement:
Now,
therefore, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
Amendments to Credit
Agreement. The Credit Agreement is amended as of the Effective
Date as follows:
Section
1.51 is amended to read as follows:
1.51 Floating
Rate Tranche Margin: means, subject to any revision pursuant
to Subsection 4.9.3 hereof, (a) for the period
beginning on May 1, 2008 and ending on September 26, 2009 (i) 275
basis points during any period that Borrower’s Debt to EBITDA ratio, as set
forth in the most recent Compliance Certificate, is greater than or equal to
4.5x; (ii) 225 basis points during any period that Borrower’s Debt to EBITDA
ratio, as set forth in the most recent Compliance Certificate, is greater than
or equal to 3.0x, but less than 4.5x; and (iii) 200 basis points
during any period that Borrower’s Debt to EBITDA ratio, as set forth in the most
recent Compliance Certificate, is less than 3.0x; and (b) after September 26,
2009 (i) 175 basis points during any period that Borrower’s Debt to EBITDA
ratio, as set forth in the most recent Compliance Certificate, is greater than
3.0x; and (ii)
150 basis points during any period that Borrower’s Debt to EBITDA ratio, as set
forth in the most recent Compliance Certificate, is less than or equal to
3.0x. For the purposes of determining the Floating Rate Tranche
Margin, Borrower’s EBITDA shall be determined on a rolling four (4) Fiscal
Quarter basis.
Section
4.4.1 is amended to add the following sentence at the end thereof:
For the
period beginning on May 1, 2008 and ending on September 26, 2009, the unpaid
principal balance of any outstanding Fixed Rate Tranche of the Term Loan shall
bear additional interest at a rate equal to 50 basis points.
Clause
(d) of Section 4.9.1 is amended and a new clause (e) of Section 4.9.1 is added,
in each case to read as follows:
(d) For
the period beginning on May 1, 2008 and ending on September 26, 2009,
in the event that, with respect to the period described in clause (a) of
this Subsection, the Compliance Certificate is not received by Administrative
Agent by the Margin Report Deadline, the Margins and the Commitment Fee Factor
for the period commencing on the first Banking Day after the Margin Report
Deadline will each be based on Pricing Level VI continuing until the fifth
Banking Day after such time as Borrower delivers the Compliance Certificate to
the Administrative Agent, after which time the Margins and the Commitment Fee
Factor will be based on such Compliance Certificate:
|
Pricing Level
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Leverage
Ratio
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LIBOR Margin
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Base Rate Margin
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Commitment
Fee Factor
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I
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<
45%
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150.0
basis points
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0
basis points
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27.5
basis points
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II
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≥45%
< 50%
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175.0
basis points
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0
basis points
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32.5
basis points
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III
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≥50%
< 55%
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200.0
basis points
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0
basis points
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37.5
basis points
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IV
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≥55%
< 60%
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225.0
basis points
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25.0
basis points
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42.5
basis points
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V
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≥60%
< 65%
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250.0
basis points
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25.0
basis points
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47.5
basis points
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VI
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≥65%
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300.0
basis points
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25.0
basis points
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52.5
basis points
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(e) After September 26, 2009,
in the event that, with respect to the period described in clause (a) of
this Subsection, the Compliance Certificate is not received by Administrative
Agent by the Margin Report Deadline, the Margins and the Commitment Fee Factor
for the period commencing on the first Banking Day after the Margin Report
Deadline will each be based on Pricing Level V continuing until the fifth
Banking Day after such time as Borrower delivers the Compliance Certificate to
the Administrative Agent, after which time the Margins and the Commitment Fee
Factor will be based on such Compliance Certificate:
|
Pricing Level
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Leverage
Ratio
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LIBOR Margin
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Base Rate Margin
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Commitment
Fee Factor
|
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I
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<
45%
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100.0
basis points
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0
basis points
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20.0
basis points
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II
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≥45%
< 50%
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125.0
basis points
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0
basis points
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25.0
basis points
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III
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≥50%
< 55%
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150.0
basis points
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0
basis points
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30.0
basis points
|
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IV
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≥55%
< 60%
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175.0
basis points
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25.0
basis points
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35.0
basis points
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V
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≥60%
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200.0
basis points
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25.0
basis points
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40.0
basis points
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1.4 Section
10.12 is amended to read as follows:
10.12 Financial
Covenants. Borrower shall maintain the following financial
covenants, measured on the consolidated results of Borrower and its
Subsidiaries:
10.12.1 Leverage
Ratio. A Leverage Ratio of not in excess of (a) 0.70 at any
time through September
26, 2009, and (b) 0.65 at any time after September 26,
2009.
10.12.2 Tangible
Net Worth. (a) At all times during the period through
September 25, 2009, Tangible Net Worth of not less than $250,000,000; and (b) at
all times after September 25, 2009, Tangible Net Worth of not less than
$300,000,000, which amount shall increase cumulatively as of the last day of
each Fiscal Year commencing with the Fiscal Year ending October 2, 2010 by an
amount equal to 50% of Borrower’s Net Income (but not less than zero) during
such Fiscal Year.
10.12.3 Current
Ratio. A Current Ratio measured as of the last day of each
Fiscal Quarter of not less than 1.35 to 1.00.
10.12.4 Net
Tangible Assets to Total Liabilities. (a) During the period
through June 27,
2009, a ratio of Net Tangible Assets to Total Liabilities measured as of
the last day of each Fiscal Quarter of not less than 1.05 to 1.00; (b) for the
Fiscal Quarter ending September 26, 2009, a ratio of Net Tangible Assets to
Total Liabilities of not less than 1.10 to 1.00 measured as of the last day of
such Fiscal Quarter; and (c) thereafter, a ratio of Net Tangible Assets to Total
Liabilities measured as of the last day of each Fiscal Quarter of not less than
1.125 to 1.00.
10.12.5 Fixed
Charge Coverage Ratio. The Fixed Charge Coverage Ratio over
the most recent eight consecutive Fiscal Quarters, measured as of the last day
of each Fiscal Quarter, (a) of not less than 1.25 to 1.00 during the period through September 26, 2009;
and (b) of not less than 1.50 to 1.00 for each Fiscal Quarter
thereafter.
10.12.6 Net
Working Capital. Net Working Capital, measured as of the last
day of each Fiscal Quarter of not less than $250,000,000.
1.5 Section
10.18 is amended by the addition of a new clause (e) to read as
follows:
(e) On
or before July 31, 2008, Borrower shall execute and deliver a deed of trust or
mortgage and assignment of leases and rents with respect to Borrower’s interest
in the property listed on Exhibit 10.18(e)
attached hereto in form and substance satisfactory to the Administrative Agent,
to the Administrative Agent or a mortgage trustee, in each case for the benefit
of the Syndication Parties, granting a lien of record on said property, subject
only to Permitted Encumbrances, and such property shall thereafter be part of
the Collateral, but, unless and until such property satisfies the requirements
set forth in Section 10.18(a) and 10.18(b), shall not be Additional Property and
shall not be considered in the determination of the Available
Amount. Subsection 10.18(d) shall not apply to the execution and
delivery of deeds of trust or mortgages and assignments of leases and rents as
described in this Subsection 10.18(e). With respect to each property
listed on Exhibit
10.18(e) attached hereto and with respect to each the deed of trust or
mortgage and assignment of leases and rents with respect thereto, Borrower
shall, on or before July 31, 2008, have provided to the Administrative Agent a
commitment for title insurance (or the equivalent thereof in the form of a title
report or an owners and encumbrance report) issued by a title company acceptable
to the Administrative Agent. No title insurance policy, appraisals,
surveys, environmental assessments reports or legal opinions shall be required
with respect to the property listed on Exhibit 10.18(e)
attached hereto.
1.6 A
new Exhibit 10.18(e) is added in the form of Exhibit 10.18(e)
hereto.
Conditions to Effectiveness of this
Eighth Amendment. The effectiveness of this Eighth Amendment
is subject to satisfaction, in the Administrative Agent’s sole discretion, of
each of the following conditions precedent:
Delivery of Executed Loan
Documents. Borrower shall have delivered to the Administrative
Agent, for the benefit of, and for delivery to, the Administrative Agent and the
Syndication Parties, the following document, duly executed by
Borrower:
This
Eighth Amendment
Syndication Parties Execution; Voting
Participant Approval. The Administrative Agent shall have
received (a) written approval of this Eighth Amendment by at least the Required
Lenders (including Voting Participants); and (b) a copy of this Eighth Amendment
executed by the Syndication Parties as required.
Representations and
Warranties. The representations and warranties of Borrower in
the Credit Agreement 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.
No Event of
Default. No Event of Default shall have occurred and be
continuing under the Credit Agreement as of the Effective Date of this Eighth
Amendment.
Payment of Fees and
Expenses. Borrower shall have paid the Administrative Agent,
by wire transfer of immediately available federal funds (a) all fees presently
due under the Credit Agreement (as amended by this Eighth Amendment); (b) all
expenses owing as of the Effective Date pursuant to Section 15.1 of the
Credit Agreement, (c) amendment fees in consideration of this Eighth Amendment
for the account of each Syndication Party and Voting Participant that has
delivered their signature page to this Eighth Amendment or their consent thereto
(as the case may be) to the Agent or to Agent’s counsel, without conditions, on
or before 5:00 p.m. (Denver Time) on April 30, 2008, in each case in an amount
equal to (i) the aggregate amount of such Syndication Party’s or Voting
Participant’s Individual Revolving Commitment and Individual Term Outstanding
Obligations on the date of this Eighth Amendment, (ii) multiplied by 25 basis
points, and (d) an arrangement fee to CoBank in consideration of this Eighth
Amendment, solely for the account of CoBank as set forth in the fee letter
between Borrower and CoBank.
General
Provisions.
No Other
Modifications. The Credit Agreement, as expressly modified
herein, shall continue in full force and effect and be binding upon the parties
thereto.
Successors and
Assigns. This Eighth Amendment shall be binding upon and inure
to the benefit of Borrower, Agent, and the Syndication Parties, and their
respective successors and assigns, except that Borrower may not assign or
transfer its rights or obligations hereunder without the prior written consent
of all the Syndication Parties.
Definitions. Capitalized
terms used, but not defined, in this Eighth Amendment shall have the meaning set
forth in the Credit Agreement.
Severability. Should
any provision of this Eighth Amendment be deemed unlawful or unenforceable, said
provision shall be deemed several and apart from all other provisions of this
Eighth Amendment and all remaining provision of this Eighth Amendment shall be
fully enforceable.
Governing Law. To
the extent not governed by federal law, this Eighth Amendment and the rights and
obligations of the parties hereto shall be governed by, interpreted and enforced
in accordance with the laws of the State of Colorado.
Headings. The
captions or headings in this Eighth Amendment are for convenience only and in no
way define, limit or describe the scope or intent of any provision of this
Eighth Amendment.
Counterparts. This
Eighth 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. Copies of documents or signature pages bearing original
signatures, and executed documents or signature pages delivered by a party by
telefax, facsimile, or e-mail transmission of an Adobe® file format document
(also known as a PDF file) shall, in each such instance, be deemed to be, and
shall constitute and be treated as, an original signed document or counterpart,
as applicable. Any party delivering an executed counterpart of this
Eighth Amendment by telefax, facsimile, or e-mail transmission of an Adobe® file
format document also shall deliver an original executed counterpart of this
Eighth Amendment, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this Eighth
Amendment.
[Signatures to follow on next
page.]
IN
WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be
executed as of the Effective Date.
ADMINISTRATIVE
AGENT: CoBank,
ACB
By: /s/ Brian J.
Klatt
Name: Brian
J. Klatt
|
|
Title:
|
Senior
Vice President and Managing
Director
|
BORROWER: Pilgrim’s
Pride Corporation
By: /s/ Richard A.
Cogdill
Name: Richard
A. Cogdill
Title: Exe.
VP, CFO, Sec & Treas.
SYNDICATION
PARTIES: CoBank,
ACB
By: /s/ Brian J.
Klatt
Name: Brian
J. Klatt
|
|
Title:
|
Senior
Vice President and Managing
Director
|
Agriland, FCS
By: /s/ Dwayne
Young
Name: Dwayne
Young
Title: Chief
Credit Officer
Deere Credit, Inc.
By: /s/ Michael P.
Kuehn
Name: Michael
P. Kuehn
Title: Manager,
AFS Johnson Credit Operations
Bank
of the West
By: /s/ Larry
Reding
Name: Larry
Reding
Title: Vice
President
John
Hancock Life Insurance Company
By: /s/ Bradley A.
Pierce
Name: Bradley
A. Pierce
Title: Director
The
Variable Annuity Life Insurance Company
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
The
United States Life Insurance Company in the City of New York
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
Merit
Life Insurance Co.
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
American
General Assurance Company
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
AIG
International Group, Inc.
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
AIG
Annuity Insurance Company
By: /s/ William H.
Hasson
Name: William
H. Hasson
Title: Managing
Director
Transamerica
Life Insurance Company
By: /s/ Thomas L.
Nordstrom
Name: Thomas
L. Nordstrom
Title: Vice
President
The
CIT Group/Business Credit, Inc.
By: /s/ Tedd
Johnson
Name: Tedd
Johnson
Title: Vice
President
Metropolitan
Life Insurance Company
By: /s/ Steven D.
Craig
Name: Steven
D. Craig
Title: Director
Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank-Nederland” New York
Branch
By: /s/ Richard J.
Beard
Name: Richard
J. Beard
Title: Executive
Director
By: /s/ Rebecca
Morrow
Name: Rebecca
Morrow
Title: Executive
Director
Farm
Credit Services of America, PCA
By: /s/ Bruce P.
Rouse
Name: Bruce
P. Rouse
Title: Vice
President
The
Prudential Insurance Company of America
By: /s/ Brian E.
Lemons
Name: Brian
E. Lemons
Title: Vice
President
EXHIBIT
10.18(e)
TO 2006
AMENDED AND RESTATED CREDIT AGREEMENT
Properties to be Mortgaged
per Section 10.18(e)
Pittsburg,
TX PPDC - Food Distribution Facility (Camp County)
Sumter, SC
Processing Facility (Sumter County)
Russellville,
AL Processing Facility (Franklin County)
Athens,
GA Processing Facility (Clarke County)
Ball
Ground, GA Protein Facility (Cherokee County)
Sanford,
NC Processing Facility (Lee County)
EXHIBIT
10.2
Pilgrim’s
Pride Corporation
Second
Amendment to Fourth Amended and Restated Secured Credit Agreement
This
Second Amendment to Fourth Amended and Restated Secured Credit Agreement
(herein, the “Amendment”) is entered into
as of April 30, 2008, 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”).
Preliminary
Statements
A.The
Borrowers, the Banks and the Agent are parties to that certain Fourth Amended
and Restated Secured Credit Agreement dated as of February 8, 2007, as
amended (the “Credit
Agreement”). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.
B.The
Borrowers and the Banks have agreed to limit the amount of L/Cs that can be
outstanding under the Revolving Credit at any time and to amend the definition
of the term “Applicable
Margin” contained in Section 4.1 of the Credit Agreement and the
financial covenants contained in the Credit Agreement, all on the terms and
conditions set forth in this Amendment.
Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
|
|
1.Amendments.
|
Upon
satisfaction of all of the applicable conditions precedent set forth in
Section 2 hereof, the Credit Agreement shall be amended as
follows:
1.1.The
third sentence of Section 1.5(a) of the Credit Agreement shall be amended
to read as follows:
“The L/Cs
shall consist of standby and commercial letters of credit in an aggregate face
amount not to exceed $175,000,000 outstanding at any time (excluding the amount
of the Bond L/C).”
1.2.Section 4.1
of the Credit Agreement shall be amended by adding the following definition
thereto in the appropriate alphabetical order:
“Second Amendment Effective Date”
means May 1, 2008.”
1.3.The
definition of the term “Applicable Margin” contained
in Section 4.1 of the Credit Agreement shall be amended to read as
follows:
“Applicable Margin” shall
mean, (a) during the period commencing on the Second Amendment Effective
Date and ending on the date the Agent determines the Applicable Margins based on
the Company’s financial statements for its fiscal quarter ending
September 26, 2009 (the “Pricing Increase Termination
Date”), with respect to each type of Loan and the commitment fee
described in Column A below, the rate of interest per annum shown in Columns B,
C, D, E, F and G below for the range of Leverage Ratio (expressed as a
percentage) specified for each Column:
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
|
Level
I
|
Level
II
|
Level
III
|
Level
IV
|
Level
V
|
Level
VI
|
|
|
Leverage
Ratio
|
<=45%
|
>45%<=
50%
|
>50%<=
55%
|
>55%<=
60%
|
>60%<=
65%
|
>65%
|
|
Domestic
Rate Loans
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
|
Eurodollar
Loans
|
1.25%
|
1.50%
|
1.75%
|
2.00%
|
2.25%
|
2.75%
|
|
Commitment
Fee
|
0.25%
|
0.30%
|
0.35%
|
0.40%
|
0.45%
|
0.50%
|
and
(b) from and after the Pricing Increase Termination Date, with respect to
each type of Loan and the commitment fee described in Column A below, the rate
of interest per annum shown in Columns B, C, D, E and F below for the range of
Leverage Ratio (expressed as a percentage) specified for each
Column:
|
A
|
B
|
C
|
D
|
E
|
F
|
|
Level
I
|
Level
II
|
Level
III
|
Level
IV
|
Level
V
|
|
|
Leverage
Ratio
|
<=45%
|
>45%<=
50%
|
>50%<=
55%
|
>55%<=
60%
|
>60%
|
|
Domestic
Rate Loans
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
|
Eurodollar
Loans
|
0.75%
|
1.00%
|
1.25%
|
1.50%
|
1.75%
|
|
Commitment
Fee
|
0.175%
|
0.225%
|
0.275%
|
0.325%
|
0.35%
|
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 Level IV above.
1.4.Sections 7.8,
7.9, 7.11 and 7.12 of the Credit Agreement shall be amended to read as
follows:
“Section 7.8.Leverage
Ratio. The Company will not permit its Leverage Ratio at any
time to exceed (a) 0.70 to 1 at any time from and after the Second
Amendment Effective Date through September 26, 2009, and (b) 0.65 to 1
at any time thereafter.
Section 7.9.Tangible Net
Worth. The Company shall maintain its Tangible Net Worth at
all times in an amount not less than (a) $250,000,000 from and after the
Second Amendment Effective Date through September 25, 2009,
and (b) $300,000,000 thereafter, which amount shall increase as of the
last day of each Fiscal Year commencing with the Fiscal Year ending October 2,
2010 by an amount, in each case, equal to 50% of the Company’s Net Income (but
not less than zero) for such Fiscal Year of the Company.
Section 7.11.Net Tangible Assets to Total
Liabilities. The Company will not permit the ratio of its Net Tangible
Assets to its Total Liabilities at any time, but measured as of the last day of
each quarterly fiscal accounting period of the Company, to be less than
(a) 1.05 to 1 as of the last day of each quarterly fiscal accounting period
of the Company ending after the Second Amendment Effective Date through and
including June 27, 2009, (b) 1.10 to 1 as of the last day of the
quarterly fiscal accounting period of the Company ending September 26, 2009, and
(c) 1.125 to 1 as of the last day of each quarterly fiscal accounting period of
the Company thereafter.
Section 7.12.Fixed Charge Coverage
Ratio. The Company will not permit, as of the last day of each
fiscal quarter of the Company, its Fixed Charge Coverage Ratio for the eight
consecutive fiscal quarters of the Company then ended to be less than
(a) 1.25 to 1 as of the last day of each quarterly fiscal accounting period
of the Company ending after the Second Amendment Effective Date through
September 26, 2009, and (b) as of the last day of each quarterly
fiscal accounting period of the Company thereafter, 1.50 to 1.”
1.5.Schedule I
attached to the form of Compliance Certificate attached to the Credit Agreement
as Exhibit F shall be replaced by Schedule I attached to this
Amendment.
1.6.The
Company agrees that no later than May 7, 2008, it shall cause the Guarantor to
execute and deliver to the Agent the Guarantor’s Consent set forth below, and
that the Company’s failure to comply with this Section shall constitute an Event
of Default under the Credit Agreement.
|
|
2.Conditions
Precedent.
|
The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
2.1.The
Borrowers and the Required 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.Each
of the representations and warranties set forth in Section 5 of the Credit
Agreement shall be true and correct.
2.3.The
Borrowers 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.
2.4.The
Agent shall have received for the ratable benefit of the Banks executing this
Amendment (the “Consenting
Banks”) an amendment fee in an amount equal to one-quarter of one percent
(0.25%) of Revolving Credit Commitment of each of the Consenting Banks, which
amendment fee shall be non-refundable.
2.5.The
Agent shall have received for its own account such fees as have been agreed upon
by the Company and the Agent.
|
|
3.Representations
And Warranties.
|
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
Borrowers are 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 Second
Amended and Restated Security Agreement Re: Inventory and Farm
Products dated as of February 8, 2007 (the “Security Agreement”) and the
Company hereby agrees that the Security Agreement shall continue to secure all
of the Company’s and the Foreign Borrowers’ indebtedness, obligations and
liabilities to the Agent, the L/C Issuers 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, any reference to the Credit Agreement being sufficient to refer to
the Credit Agreement as amended hereby.
4.3.The
Company agrees to pay all reasonable out-of-pocket costs and expenses incurred
by the Agent in connection with the preparation, execution and delivery of this
Amendment and the documents and transactions contemplated hereby, including the
reasonable fees and expenses of Chapman and Cutler LLP.
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 4.5(b) hereof
and to the extent that the Federal laws of the United States of America may
otherwise apply.
(b)Notwithstanding
anything in Section 4.5(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.
[Signature
pages to follow]
DALDMS/638955.3
This
Second Amendment to Fourth Amended and Restated Secured Credit Agreement is
entered into as of the date and year first above written.
|
|
“Borrowers”
|
|
|
Pilgrim’s
Pride Corporation
|
|
|
By
/s/ Richard A.
Cogdill
|
|
|
Its
Chief Financial Officer
|
|
|
To-Ricos,
Ltd.
|
|
|
By
/s/ Richard A.
Cogdill
|
|
|
Its
Executive Vice President, Treasurer and Assistant
Secretary
|
|
|
To-Ricos
Distribution, Ltd.
|
|
|
By
/s/ Richard A.
Cogdill
|
|
|
Its
Executive Vice President, Treasurer and Assistant
Secretary
|
Accepted
and Agreed to as of the day and year last above written.
|
|
Bank
of Montreal, as Agent
|
|
|
By
/s/ David J.
Bechstein
|
|
|
Its
Vice President
|
|
|
BMO
Capital Markets Financing, Inc., individually and as Swing
Bank
|
|
|
By
/s/ David J.
Bechstein
|
|
|
Its
Vice President
|
|
|
SunTrust
Bank
|
|
|
By/s/ M. Gabe
Bonfield
|
|
|
Its
Vice President
|
|
|
U.S.
Bank National Association
|
|
|
By/s/
illegible
|
|
|
Its
Vice President
|
|
|
Wells
Fargo Bank National Association
|
|
|
By/s/ Jeff
Mercer
|
|
|
Its
Vice President
|
|
|
ING
Capital LLC
|
|
|
By
/s/ Lina A.
Garcia
|
|
|
Its
Vice President
|
|
|
Credit
Suisse, Cayman Islands Branch
|
|
|
By
/s/ Karl
Studer
|
|
|
Its
Director
|
|
|
By
/s/ Petra
Jaek
|
|
|
Its
Assistant Vice President
|
|
|
Bank
of America N.A.
|
|
|
By
/s/ Charles
Dale
|
|
|
Its
Senior Vice President
|
|
|
CALYON
New York Branch
|
|
|
By /s/ Greg
Hennenfent
|
|
|
Its
Managing Director
|
|
|
By
/s/ Blake
Wright
|
|
|
Its
Managing Director
|
|
|
Natixis
New York Branch
|
|
|
By
/s/ Vincent
Lauras
|
|
|
Its
Managing Director
|
|
|
By
/s/ Stephen A.
Jendras
|
|
|
Its
Managing Director
|
|
|
JP
Morgan Chase Bank, N.A.
|
|
|
By
/s/ Barbara R.
Marks
|
|
|
Its
Executive Director
|
|
|
Deutsche
Bank Trust Company Americas
|
|
|
By
/s/ Scottye
Lindsey
|
|
|
Its
Director
|
|
|
By
/s/ Carin
Keegan
|
Its
Director
First
National Bank of Omaha
|
|
By
/s/ Wade
Horton
|
|
|
Its
Vice President
|
- -
DALDMS/638955.3
EXHIBIT
10.3
AMENDMENT
No. 7
Dated
as of May 1, 2008
to
RECEIVABLES
PURCHASE AGREEMENT
Dated
as of June 26, 1998
This
AMENDMENT NO. 7 (this “Amendment”) dated as
of May 1, 2008 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (“Seller”), PILGRIM’S
PRIDE CORPORATION (“Pilgrim’s Pride”) as
initial Servicer, FAIRWAY FINANCE COMPANY, LLC (f/k/a Fairway Finance
Corporation) (“Purchaser”) and BMO
CAPITAL MARKETS CORP. (f/k/a Harris Nesbitt Corp. (f/k/a BMO Nesbitt Burns
Corp.)), as agent for the Purchaser (in such capacity, together with its
successors and assigns, the “Agent”).
RECITALS
WHEREAS,
the parties hereto have entered into a certain Receivables Purchase Agreement
dated as of June 26, 1998 (as amended through the date hereof, the “Agreement”);
WHEREAS,
in order to make the most efficient use of the financing facility contemplated
by the Agreement and the other Transaction Documents, the Seller has requested
the Purchaser and the Agent to agree to certain amendments and/or modifications
to such facility as described herein for various purposes;
WHEREAS,
the Purchaser and the Agent are willing to agree to such amendments solely on
the terms and subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the promises and the mutual agreements contained
herein and in the Agreement, the parties hereto agree as follows:
SECTION
1. Definitions. All
capitalized terms used, but not otherwise defined, herein shall have the
respective meanings for such terms set forth in Exhibit I to the
Agreement.
SECTION
2. Amendments to the
Agreement. The Agreement is hereby amended as
follows:
2.1. Exhibit I to the
Agreement shall be amended by adding the following definition thereto in the
appropriate alphabetical order:
“Seventh Amendment Effective
Date” means May 1, 2008.
2.2. Exhibit I to the
Agreement shall be amended by deleting the definition of “Funded Debt”
therein.
2.3. The
definition of “Debt” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:
“Debt” of any Person
means as of any time the same is to be determined, the aggregate
of:
(a) all
indebtedness, obligations and liabilities of such Person with respect to
borrowed money (including by the issuance of debt securities);
(b) all
guaranties, endorsements and other contingent obligations of such Person with
respect to indebtedness arising from money borrowed by others;
(c) all
reimbursement and other obligations with respect to letters of credit, bankers
acceptances, customer advances and other extensions of credit whether or not
representing obligations for borrowed money;
(d) the
aggregate of the principal components of all leases and other agreements for the
use, acquisition or retention of real or personal property which are required to
be capitalized under generally accepted accounting principles consistently
applied;
(e) all
indebtedness, obligations and liabilities representing the deferred purchase
price of property or services (excluding trade payables incurred in the ordinary
course of business);
(f) all
indebtedness secured by a lien on the Property of such Person, whether or not
such Person has assumed or become liable for the payment of such
indebtedness;
(g) in
the case of Pilgrim’s Pride, all indebtedness, obligations and liabilities of
Pilgrim’s Pride relating to any convertible stock of Pilgrim’s Pride that
Pilgrim’s Pride has elected to treat as Debt; and
(h) all
obligations of such Person under any agreement providing for an interest rate
swap, cap, cap and floor, contingent participation or other hedging mechanisms
with respect to interest payable on any of the items described in this
definition.
2.4. The
definition of “Fixed Charge Coverage Ratio” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:
“Fixed Charge Coverage
Ratio” with respect to any Person shall mean the ratio of (a) the sum of
EBITDA and all amounts payable under all non-cancellable operating leases
(determined on a consolidated basis in accordance with generally accepted
accounting principles, consistently applied) for the period in question, to (b)
the sum of (without duplication) (i) Interest Expense for such period, (ii) the
sum of the scheduled current maturities (determined in accordance with generally
accepted accounting principles consistently applied) of Debt during the period
in question, (iii) all amounts payable under non-cancellable operating leases
(determined as aforesaid) during such period, and (iv) without duplication, all
amounts payable with respect to capitalized leases (determined on a consolidated
basis in accordance with generally accepted accounting principles, consistently
applied) for the period in question; provided, that, for
purposes of calculating the Fixed Charge Coverage Ratio, the term “Debt” shall
not include (i) indebtedness related to the Protein IRB Bonds to the extent
proceeds remain held in trust and are not paid to Pilgrim’s Pride pursuant to
the terms of the bond documents pursuant to which the Protein IRB Bonds were
issued, (ii) indebtedness related to the Intercompany Bonds so long as Pilgrim’s
Pride or a subsidiary of Pilgrim’s Pride remains the holder of such Intercompany
Bonds and (iii) any other indebtedness so long as the trustee in respect of such
indebtedness holds cash and Cash Equivalents in an amount sufficient to repay
the principal balance of such indebtedness, subject to the Administrator’s
reasonable verification that such cash and Cash Equivalents are held by a
trustee for the sole purpose of insuring such repayment.
2.5. The
definition of “Leverage Ratio” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety as
follows:
“Leverage Ratio” with
respect to any Person shall mean the ratio for such Person and its subsidiaries,
determined on a consolidated basis (as calculated on the last day of each fiscal
quarter of such Person) of (a) an amount equal to the sum of the aggregate
outstanding principal amount of all Debt (other than Debt consisting of
reimbursement and other obligations with respect to undrawn letters of credit),
minus the aggregate principal amount of all cash and Cash Equivalents reflected
on such Person’s balance sheet that is not restricted to secure the payment of
off-balance sheet liabilities of such Person or any subsidiary, to (b) the
amount included in clause (a), above, plus the Net Worth of such Person; provided, that, for
purposes of calculating the Leverage Ratio, the terms “Debt” and “Total
Liabilities” shall not include (a) indebtedness of Pilgrim’s Pride related to
the Protein IRB Bonds to the extent proceeds remain held in trust and are not
paid to Pilgrim’s Pride pursuant to the terms of the bond documents pursuant to
which the Protein IRB Bonds were issued, (b) indebtedness related to the
Intercompany Bonds so long as Pilgrim’s Pride or a subsidiary of Pilgrim’s Pride
remains the holder of such Intercompany Bonds, and (c) any other indebtedness so
long as the trustee in respect of such indebtedness holds cash and Cash
Equivalents in an amount sufficient to repay the principal balance of such
indebtedness, subject to the Administrator’s reasonable verification that such
cash and Cash Equivalents are held by a trustee for the sole purpose of insuring
such repayment.
2.6. Clause (u) of Exhibit IV of the
Agreement is hereby amended and restated in its entirety as
follows:
(u) Tangible Net
Worth. The Servicer (or if Pilgrim’s Pride is not then the
Servicer, Pilgrim’s Pride) shall maintain its Tangible Net Worth at all times in
an amount not less than the minimum required amount for each period set forth
below:
(a) from
the Seventh Amendment Effective Date through September 25, 2009, $250,000,000;
and
(b)
$300,000,000 thereafter, which amount shall increase as of the last day of each
Fiscal Year commencing with the Fiscal Year ending October 2, 2010 by an amount,
in each case, equal to the sum of: (i) the net proceeds of any equity issuance
in a capital raising transaction (including in connection with the acquisition
of any subsidiary, division or otherwise) during such Fiscal Year, plus (ii) 25%
of Pilgrim Pride’s Net Income (but not less than zero) during such Fiscal
Year.
2.7. Clause (v) of Exhibit IV of the
Agreement is hereby amended and restated in its entirety as
follows:
(v) Fixed Charge Coverage
Ratio. The Servicer (or if Pilgrim’s Pride is not then the
Servicer, Pilgrim’s Pride) will not permit, as of the last day of each fiscal
quarter of Pilgrim’s Pride, its Fixed Charge Coverage Ratio for the eight
consecutive fiscal quarters of Pilgrim’s Pride then ended to be less than (a)
1.25 to 1 as of the last day of each quarterly fiscal accounting period of
Pilgrim’s Pride ending after the Seventh Amendment Effective Date through
September 26, 2009, and (b) as of the last day of each quarterly fiscal
accounting period of Pilgrim’s Pride thereafter, 1.30 to 1.
2.8. The form
of “Servicer Report” set forth in Annex E to the Agreement is hereby amended and
restated in its entirety as Exhibit I attached
hereto.
SECTION
3. Representations and
Warranties. Each of the Seller and the Servicer hereby
represents and warrants to the Purchaser and the Agent that the representations
and warranties of such Person contained in Exhibit III to the
Agreement are true and correct as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties
were true and correct as of such earlier date), and that as of the date hereof,
no Termination Event or Unmatured Termination Event has occurred and is
continuing or will result from this Amendment.
SECTION
4. Effect of
Amendment. (a) All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect
and are hereby ratified and confirmed in all respects. After this
Amendment becomes effective, all references in the Agreement (or in any other
Transaction Document) to “this Agreement”, “hereof”, “herein” or words of
similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not
be deemed, either expressly or impliedly, to waive, amend or supplement any
provision of the Agreement other than as set forth herein.
(b) Notwithstanding
anything in the Agreement or any other Transaction Document to the contrary,
each of the parties hereto, hereby consents and agrees to the amendments
contemplated hereby and that all of the provisions in the Agreement, the
Purchase and Contribution Agreement, the Purchase Agreement and the other
Transaction Documents shall be interpreted so as to give effect to the intent of
the parties hereto as set forth in this Amendment.
SECTION
5. Effectiveness. This
Amendment shall become effective as of the date hereof upon receipt by the Agent
of the following (each, in form and substance satisfactory to the
Agent):
(a) Counterparts
of this Amendment executed by each of the parties hereto (including facsimile or
electronic copies); and
(b) Such
other documents, resolutions, certificates, agreements and opinions as the Agent
may reasonably request in connection herewith.
SECTION
6. Amendment
Fee. On or before May 5, 2008, Pilgrim’s Pride shall pay
the “Amendment Fee” referred to in that certain amended and restated Fee Letter,
dated as of the date hereof, by and among the parties hereto.
SECTION
7. Counterparts. This
Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute but one and
the same instrument.
SECTION
8. Governing
Law. This Amendment, including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the laws
of the State of Texas (without giving effect to the conflict of laws principles
thereof).
SECTION
9. Section
Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.
(continued
on following page)
Error!
No document variable supplied.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.
PILGRIM’S
PRIDE FUNDING CORPORATION,
as
Seller
By: /s/ Richard A.
Cogdill
Name:
Richard A. Cogdill
Title:
Vice President, Secretary and Treasurer
PILGRIM’S
PRIDE CORPORATION,
as
initial Servicer
By: /s/ Richard A.
Cogdill
Name:
Richard A. Cogdill
Title:
Chief Financial Officer, Secretary and Treasurer
FAIRWAY
FINANCE COMPANY, LLC,
as
Purchaser
By: /s/ Philip A.
Martone
Name: Philip
A. Martone
Title: Vice
President
BMO
CAPITAL MARKETS CORP.,
as
Agent
By: /s/ Brian
Zaban
Name:
Brian Zaban
Title: Managing
Director
|
S-
|
Amendment
No. 7 to RPA
|
|
5022501
98442494
|
S-
|
Error!
No document variable supplied.