PILGRIM'S PRIDE CORPORATION
FOURTH AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT AGREEMENT
▇▇▇▇▇▇ 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
SunTrust Bank, Atlanta
Atlanta, Georgia
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 ▇▇▇▇▇▇ 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 provide for the issuance by ▇▇▇▇▇▇ of a letter of credit to
support the Company's obligations relating to certain tax-exempt bonds to
be issued by the Camp County Industrial Development Corporation for the
Company's benefit, to provide for the Banks' risk participation in that
letter of credit, to secure the Company's reimbursement obligation relating
to that letter of credit with the Collateral provided under the Security
Agreement and to amend certain covenants contained in the Credit Agreement,
all on the terms and conditions and in the manner set forth in this
Amendment.
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 Credit Agreement shall be amended by adding the following
provisions thereto as Sections 1.10 through 1.19, inclusive:
"SECTION 1.10. THE BOND LETTER OF CREDIT. Subject to all the
terms and conditions hereof, at the Company's request ▇▇▇▇▇▇ shall
issue a standby letter of credit (as amended (including any amendments
increasing the amount thereof) and reinstated from time to time, the
"BOND L/C") in an original stated amount of up to $25,239,727.00 (the
"BOND L/C COMMITMENT") for the account of the Company at any time on
or prior to June 29, 1999 (the "BOND L/C FACILITY EXPIRATION DATE").
The Bond L/C Commitment shall be separate and apart from, and in
addition to, the Revolving Credit Commitments. The Bond L/C shall be
issued pursuant to a Reimbursement Agreement (the "REIMBURSEMENT
AGREEMENT" ) in form and substance satisfactory to the Banks and shall
be for the purpose of supporting the Company's obligations relating to
the Bonds. The Bond L/C shall have an expiry date not later than the
Termination Date, subject to extension as provided in the
Reimbursement Agreement. Nothing contained in this Agreement shall be
deemed to require the Company to cause the Bonds to be issued, it
being agreed that the issuance of Bonds shall be within the Company's
sole discretion. The Company shall pay ▇▇▇▇▇▇ for its own account an
annual issuance fee (the "BOND L/C ISSUANCE FEE") in an amount equal
to one-eighth of one percent (0.125%) of the stated amount of the Bond
L/C, payable on the date the Bond L/C is issued by ▇▇▇▇▇▇ and on each
annual anniversary thereof.
SECTION 1.11. REIMBURSEMENT OBLIGATION. The Company will pay in
immediately available funds to ▇▇▇▇▇▇ the amount of each demand for
payment made under the Bond L/C immediately upon payment by ▇▇▇▇▇▇ of
each amount so demanded and on the date of each such payment by ▇▇▇▇▇▇
(the obligation of the Company under this Section 1.11 is hereinafter
referred to as a "BOND REIMBURSEMENT OBLIGATION"). If at any time the
Company fails to pay any such Bond Reimbursement Obligation when due,
the unpaid amount of such Bond Reimbursement Obligation shall be due
and payable on demand and shall bear interest at the rate specified in
Section 1.3(d) hereof.
SECTION 1.12. PARTICIPATION IN THE BOND L/C. Each of the Banks
will acquire a risk participation for its own account, without
recourse to or representation or warranty from ▇▇▇▇▇▇, in the Bond L/C
upon the issuance thereof ratably in accordance with its Commitment
Percentage. In the event any Bond Reimbursement Obligation is not
immediately paid by the Company pursuant to Section 1.11 hereof, each
Bank will pay to ▇▇▇▇▇▇ funds in an amount equal to such Bank's
Commitment Percentage of the unpaid amount of such Bond Reimbursement
Obligation. The obligation of the Banks to ▇▇▇▇▇▇ under this
Section 1.12 shall be absolute and unconditional and shall not be
affected or impaired by any Event of Default or Potential Default
which may then be continuing hereunder. ▇▇▇▇▇▇ shall notify each Bank
by telephone of its Commitment Percentage of such unpaid Bond
Reimbursement Obligation. If such notice has been given to each Bank
by 1:00 p.m., Chicago time, each Bank agrees to pay ▇▇▇▇▇▇ in
immediately available and freely transferable funds on the same
Business Day. If such notice is received after 1:00 p.m., Chicago
time, each Bank agrees to pay ▇▇▇▇▇▇ in immediately available and
freely transferable funds no later than the following Business Day.
Funds shall be so made available at the account designated by ▇▇▇▇▇▇
in such notice to the Banks. ▇▇▇▇▇▇ shall share with each Bank on a
pro rata basis relative to its Commitment Percentage a portion of each
payment of a Bond Reimbursement Obligation (whether of principal or
interest) and any Bond L/C Fee (but not the Bond L/C Issuance Fee or
any Bond L/C Administration Fee) payable by the Company. Any such
amount shall be promptly remitted to the Banks when and as received by
▇▇▇▇▇▇ from the Company.
SECTION 1.13. REDUCTIONS AND REINSTATEMENTS. The Company and the
Banks recognize, acknowledge and agree that (i) the Bond L/C provides
for automatic reductions and reinstatements as set forth in the
provisions of such Bond L/C, and (ii) the Bond L/C provides for the
beneficiary thereof to reduce from time to time the amounts available
to be drawn thereon. Each Bank acknowledges that, because the
interest component of the Bond L/C may be reinstated at a time when
the Company has not reimbursed ▇▇▇▇▇▇ in full for an interest drawing
under the Bond L/C, the total may exceed the Bond L/C Commitment
pursuant to Section 1.10 hereof and each Bank agrees to pay ▇▇▇▇▇▇ its
pro rata share of any drawing under the Bond L/C notwithstanding that
any such payment may result in the aggregate principal amount owing
such Bank hereunder exceeding the Bond L/C Commitment of such Bank.
SECTION 1.14. LIABILITY OF ▇▇▇▇▇▇. None of the ▇▇▇▇▇▇-Related
Persons shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with the Reimbursement
Agreement or any Bond Document (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any of
the Banks for any recital, statement, representation or warranty made
by the Company or any Affiliate of the Company, or any officer
thereof, contained in the Reimbursement Agreement or any Bond
Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by ▇▇▇▇▇▇ under or in
connection with, the Reimbursement Agreement or any Bond Document, or
for the validity, effectiveness, genuineness, enforceability or
sufficiency of the Reimbursement Agreement or any Bond Document, or
for any failure of the Company or any other party to the Reimbursement
Agreement or any Bond Document to perform its obligations thereunder
(other than for the gross negligence or willful misconduct of ▇▇▇▇▇▇).
No ▇▇▇▇▇▇-Related Person shall be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, the Reimbursement
Agreement or any Bond Document, or to inspect the properties, books or
records of the Company or any of its Affiliates.
SECTION 1.15. RELIANCE BY ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall be entitled to
rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Company).
▇▇▇▇▇▇ shall be fully justified in failing or refusing to take any
action under the Reimbursement Agreement or any Bond Document which
would otherwise require the consent of the Required Banks or all of
the Banks unless it shall first receive such advice or concurrence of
the Required Banks (or, if required by this Agreement, all Banks) as
it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. ▇▇▇▇▇▇ shall in all cases be
fully protected in acting, or in refraining from acting, under the
Reimbursement Agreement or any Bond Document in accordance with a
request or consent of the Required Banks (or, if required by this
Agreement, all Banks) and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Banks.
SECTION 1.16. NOTICE OF DEFAULT. ▇▇▇▇▇▇ shall not be deemed to
have knowledge or notice of the occurrence of any Potential Default or
Event of Default under Section 8.1(1) hereof, unless ▇▇▇▇▇▇ shall have
received written notice from the Company or any other party to a Bond
Document. ▇▇▇▇▇▇ shall take such action with respect to such
Potential Default or Event of Default under the Reimbursement
Agreement and the Bond Documents as shall be required pursuant to
Section 8 hereof; PROVIDED that unless and until ▇▇▇▇▇▇ shall have
received direction under Section 8, ▇▇▇▇▇▇ may (but shall not be
obligated to) take such action, or refrain from taking such action,
with respect to such Potential Default or Event of Default as it shall
deem advisable and in the best interest of the Banks, except any
action resulting in the acceleration or redemption of any Bonds.
SECTION 1.17. INDEMNIFICATION. The Banks shall indemnify upon
demand the ▇▇▇▇▇▇-Related Persons (to the extent not reimbursed by or
on behalf of the Company and without limiting the obligation of the
Company to do so), ratably according to such Bank's Commitment
Percentage from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
and disbursements of any kind whatsoever which may at any time
(including at any time following the termination of the Bond L/C) be
imposed on, incurred by or asserted against any such Person and which
are in any way relating to or arising out of this Agreement or any
document contemplated by or referred to herein or the transactions
contemplated hereby or thereby or any action taken or omitted by any
such Person under or in connection with any of the foregoing; PROVIDED
that no Bank shall be liable for the payment to the ▇▇▇▇▇▇-Related
Persons of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from such Person's gross negligence or
willful misconduct or for the fees and expenses of counsel in
connection with the preparation, execution, delivery, administration,
or modification of the Reimbursement Agreement or any Bond Document or
any amendments thereto. The obligation of the Banks in this Section
shall survive the payment of all amounts owing by the Company
hereunder.
SECTION 1.18. DOCUMENTS AND REPORTS. ▇▇▇▇▇▇ agrees to deliver to
the Banks promptly upon receipt thereof copies of all documents and
reports delivered to ▇▇▇▇▇▇ pursuant to the Reimbursement Agreement or
any Bond Document.
SECTION 1.19. AMENDMENTS. ▇▇▇▇▇▇ may enter into any amendment or
modification of, or may waive compliance with the terms of any Bond
Document (other than an Indenture) without the consent of any Bank;
PROVIDED (a) that without the consent of the Required Banks, ▇▇▇▇▇▇
shall not execute any instrument agreeing to any amendment or
modification of, or waiver of compliance with the Reimbursement
Agreement or any Bond Document, which would waive any "EVENT OF
DEFAULT" arising under the Reimbursement Agreement or any Bond
Document, and (b) without the consent of all of the Banks, ▇▇▇▇▇▇
shall not execute any instrument agreeing to any amendment or
modification of, or waiver of compliance with the Reimbursement
Agreement or any Bond Document, (i) which would (A) reduce the
principal of, or interest on, any Bond Reimbursement Obligation, (B)
postpone the due date for any payment of principal of, or interest on,
any Bond Reimbursement Obligation, (C) extend the stated expiration
date of the Bond L/C, (D) increase in any material manner (in the
reasonable opinion of ▇▇▇▇▇▇) the obligations of the Banks, or
(E) release or otherwise adversely affect the interests of the Banks
in any collateral granted under the Reimbursement Agreement or any
Bond Document, or (ii) after the occurrence of a Potential Default or
Event of Default."
1.2. The definition of the term "BORROWING BASE" contained in Section
4.1 of the Credit Agreement shall be amended to read as follows:
""BORROWING BASE", as determined on the basis of the information
contained in the most recent Borrowing Base Certificate, shall mean an
amount equal to:
(a) 65% of the Value of Eligible Inventory consisting of
feed grains, feed and ingredients, plus
(b) 65% percent of the Value of Eligible Inventory
consisting of live and dressed broiler chickens and commercial
eggs, plus
(c) 65% of the Value of Eligible Inventory consisting of
prepared foods, plus
(d) 100% of the Value of Eligible Inventory consisting of
breeder hens, breeder pullets, commercial hens, commercial
pullets and hatching eggs, plus
(e) 40% of the Value of Eligible Inventory consisting of
packaging materials, vaccines, general supplies, and maintenance
supplies, minus
(f) the aggregate outstanding amount of all Grower Payables
that are more than 15 days past due, minus
(g) the Bond L/C Exposure."
1.3. The definition of the term "LOAN DOCUMENTS" contained in Section
4.1 of the Credit Agreement shall be amended by adding the phrase ", THE
REIMBURSEMENT AGREEMENT" immediately after the phrase "THE L/C AGREEMENTS"
appearing therein.
1.4. Subsection (c) of the definition of the term "Change of Control"
contained in Section 4.1 of the Credit Agreement shall be amended to read
as follows:
"(c) the Guarantor or the Pilgrim Family shall cease to own more
than 51% of the total voting power generally entitled to vote in the
election of directors, managers or trustees of the Company,".
1.5. Section 4.1 of the Credit Agreement shall be amended by adding the
following definitions thereto:
" "ALTERNATIVE CREDIT FACILITY" shall mean any irrevocable letter
of credit, surety bond, insurance policy or other similar instruments,
other than the Bond L/C, issued by any Person to support the Company's
obligations with respect to the Bonds.
"BONDS" shall mean the $25,000,000 aggregate principal amount of
the Issuer's Environmental Facilities Reserve Bonds (Pilgrim's Pride
Corporation Project), Series 1999.
"BOND DOCUMENTS" shall mean the Indenture and any other
instrument and documents relating to the issuance and sale of the
Bonds.
"BOND L/C" shall have the meaning specified in Section 1.10
hereof.
"BOND L/C ADMINISTRATIVE FEES" shall mean the fees payable by the
Company pursuant to Sections 2.4(b) and (c) of the Reimbursement
Agreement.
"BOND L/C COMMITMENT" shall have the meaning specified in Section
1.10 hereof.
"BOND L/C EXPOSURE" shall mean, as of any date of determination,
the sum of (a) the unused amount of the Bond L/C Commitment, if any,
(b) the aggregate principal amount of all outstanding Bond L/C
Reimbursement Obligations, if any, and (c) the maximum amount
available to be drawn under the Bond L/C (after giving effect to any
reductions thereof as provided in the Bond L/C), each determined on
such date.
"BOND L/C FACILITY EXPIRATION DATE" shall have the meaning
specified in Section 1.10 hereof.
"BOND L/C FEE" shall mean the fee payable by the Company pursuant
to Section 2.4(a) of the Reimbursement Agreement.
"BOND REIMBURSEMENT OBLIGATION" shall have the meaning specified
in Section 1.11 hereof.
"▇▇▇▇▇▇ - RELATED PERSONS" shall mean ▇▇▇▇▇▇, together with its
Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of ▇▇▇▇▇▇ and such Affiliates.
"INDENTURE" shall mean the Trust Indenture dated as of June 15,
1999 between the Issuer and the Trustee, relating to the Bonds, as
amended.
"ISSUER" shall mean the Camp County Industrial Development
Corporation, a nonstock, nonprofit industrial development corporation
existing under the laws of the State of Texas.
"REIMBURSEMENT AGREEMENT" shall have the meaning specified in
Section 1.10 hereof.
"TRUSTEE" shall mean ▇▇▇▇▇▇ Trust and Savings Bank, as Trustee
under the Indenture, and any successor trustee thereunder."
1.6. Section 7.16 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon at the end of subsection (p)
thereof, by replacing the period at the end of subsection (s) thereof with
the phrase "; and" and by adding the following provisions thereto as
subsection (r):
"(r) (i) liens, pledges, mortgages, security interests, or other
charges granted to the Agent to secure the Bond L/C or the Bond
Reimbursement Obligations, and (ii) liens, pledges, mortgages,
security interests or other charges in Property other than the
Collateral granted to the issuer of an Alternate Credit Facility to
secure the Company's obligations to such issuer with respect to the
Alternate Credit Facility."
1.7. Section 7.17 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon at the end of subsection (r)
thereof, by replacing the period at the end of subsection (s) thereof with
the phrase "; and" and by adding the following provisions thereto as
subsection (t):
"(t) indebtedness of the Company relating to the Bonds, the Bond
L/C and any Alternate Credit Facility."
1.8. Section 8.1(a) of the Credit Agreement shall be amended by adding
the phrase ", Bond Reimbursement Obligation" immediately after the word
"Note" appearing in the second line thereof.
1.9. Sections 8.1(m) of the Credit Agreement shall be amended to read
as follows:
"(m) the Guarantor or Mr. and ▇▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
their descendants and heirs shall for any reason cease to have
legal and/or beneficial ownership of shares of capital stock of
the Company having more than 51% of the total voting power
generally entitled to vote in the election of directors, managers
or trustees of the Company;".
1.10. Section 8.1 of the Credit Agreement shall be amended by deleting
the word "and" appearing after the semi-colon at the end of subsection (n)
thereof, by replacing the period appearing at the end of subsection (o)
thereof with the phrase "; and" and by adding the following provision
thereto as subsection (q):
"(q) The existence of any condition or the occurrence of any event
specified as an "Event of Default" under the Reimbursement Agreement."
1.11. Sections 8.2, 8.3 and 8.4 of the Credit Agreement shall be amended
to read as follows:
"SECTION 8.2. REMEDIES FOR NON-BANKRUPTCY DEFAULTS. When any
Event of Default, other than an Event of Default described in
subsections (i) and (j) of Section 8.1 hereof, has occurred and is
continuing, the Agent, if directed by the Required Banks, shall give
notice to the Company and take any or all of the following actions:
(i) terminate the remaining Revolving Credit Commitments and the Bond
L/C Commitment, if any, hereunder on the date (which may be the date
thereof) stated in such notice, (ii) declare the principal of and the
accrued interest on the Notes, unpaid Bond Reimbursement Obligations
and unpaid Reimbursement Obligations to be forthwith due and payable
and thereupon the Notes, unpaid Bond Reimbursement Obligations and
unpaid Reimbursement Obligations including both principal and
interest, shall be and become immediately due and payable without
further demand, presentment, protest or notice of any kind, and (iii)
proceed to foreclose against any Collateral under any of the Security
Documents, take any action or exercise any remedy under any of the
Loan Documents or exercise any other action, right, power or remedy
permitted by law. Any Bank may exercise the right of set off with
regard to any deposit accounts or other accounts maintained by the
Company with any of the Banks.
SECTION 8.3. REMEDIES FOR BANKRUPTCY DEFAULTS. When any Event of
Default described in subsections (i) or (j) of Section 8.1 hereof has
occurred and is continuing, then the Notes, unpaid Bond Reimbursement
Obligations and all Reimbursement Obligations shall immediately become
due and payable without presentment, demand, protest or notice of any
kind, and the obligation of the Banks to extend further credit
pursuant to any of the terms hereof shall immediately terminate.
SECTION 8.4. L/Cs. Promptly following the acceleration of the
maturity of the Notes pursuant to Section 8.2 or 8.3 hereof, the
Company shall immediately pay to the Agent for the benefit of the
Banks the full aggregate amount of all outstanding L/Cs and the Bond
L/C. The Agent shall hold all such funds and proceeds thereof as
additional collateral security for the obligations of the Company to
the Banks under the Loan Documents. The amount paid under any of the
L/Cs or the Bond L/C for which the Company has not reimbursed the
Banks shall bear interest from the date of such payment at the default
rate of interest specified in Section 1.3(d) hereof."
1.12. The Credit Agreement shall be amended by adding the following
provision thereto as Section 8.5:
"SECTION 8.5. REMEDIES UNDER THE BONDS DOCUMENTS. In addition to
the foregoing, ▇▇▇▇▇▇ shall have all of the remedies provided to
▇▇▇▇▇▇ in the Bond Documents upon the occurrence of an Event of
Default."
1.13. Section 11.1 of the Credit Agreement shall be amended by adding
the following proviso immediately before the period at the end thereof:
"; and PROVIDED FURTHER, that (x) any amendments of the
Reimbursement Agreement or the Bond Documents by ▇▇▇▇▇▇
shall be subject to the provisions of Section 1.19 of
this Agreement, and (y) Sections 1.10 through 1.19,
both inclusive, of this Agreement may only be amended,
modified or waived with the consent of ▇▇▇▇▇▇."
1.14. Exhibit G to the Credit Agreement shall be replaced by Exhibit G
to this Amendment.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1. 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).
2.2. The Agent shall have received, in sufficient counterparts for
distribution to the Banks:
(a) executed counterparts of the Third Amendment to Security
Agreement re: Accounts Receivable, Farm Products and Inventory in the
form of Exhibit A hereto;
(b) executed counterparts of the Reimbursement Agreement in the
form of Exhibit B hereto;
(c) copies (executed or certified as may be appropriate) of
resolutions of the Company's board of directors authorizing the
transactions contemplated by this Amendment and all other legal
documents or proceedings, if any, taken in connection with the
execution and delivery of this Amendment and the other instruments and
documents contemplated hereby; and
(d) the opinion of counsel to the Company substantially in the
form of Exhibit C hereto and satisfactory to the Agent, the Banks and
their respective counsel.
2.3. The Guaranty Agreement dated as of May 27, 1993 from Mr. and ▇▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or, if applicable, the Guaranty Agreement of Pilgrim
Interests, Ltd. shall be amended to include the Bond Reimbursement
Obligations in the indebtedness guarantied thereby and, if Pilgrim
Interests, Ltd. is the guarantor, the Agent shall have received such legal
opinions and other instruments and documents as it may request, all in form
and substance reasonably satisfactory to the Agent.
2.4. The Agent shall have received for the ratable benefit of the Banks
that execute this Amendment (the "APPROVING BANKS") an amendment fee in an
amount equal to one-eighth of one percent (0.125%) of the maximum amount of
the Bond L/C Commitment of each of the Approving Banks.
2.5. Each of the representations and warranties set forth in Section 5
of the Credit Agreement shall be true and correct.
2.6. 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.
2.7. All legal matters incident to the execution and delivery hereof
and the instruments and documents contemplated hereby shall be satisfactory
to the Banks.
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 Company is in full compliance with all of the terms and
conditions of the Credit Agreement, except for the Existing Default,
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 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.
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 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 reasonable fees and expenses of Messrs.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇.
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.
Dated as of June ____, 1999.
PILGRIM'S PRIDE CORPORATION
By
Its Chief Financial Officer
Accepted and Agreed to as of the day and year last above written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK individually
and as Agent
By
Its Managing Director
U.S. BANCORP AG CREDIT, INC.
By
Its
COBANK, ACB
By
Its
SUNTRUST BANK, ATLANTA
By
Its
By
Its
CREDIT AGRICOLE INDOSUEZ, CHICAGO BRANCH
By
Its
By
Its
Exhibit G
PILGRIM'S PRIDE CORPORATION
BORROWING BASE CERTIFICATE
as of _____________________
($000's omitted)
This Borrowing Base Certificate is furnished to ▇▇▇▇▇▇ Trust and
Savings Bank, as agent (the "AGENT"), pursuant to that certain Amended and
Restated Secured Credit Agreement dated as of August 11, 1997, as amended,
by and among Pilgrim's Pride Corporation (the "COMPANY"), ▇▇▇▇▇▇ Trust and
Savings Bank and the other Bank parties thereto (the "AGREEMENT"). Unless
otherwise defined herein, the terms used in this Borrowing Base Certificate
have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected Chief Financial Officer of the Company.
2. I have reviewed the terms of the Agreement and I have made,
or have caused to be made under my supervision, the attached
computation of the Borrowing Base as defined in Section 4.1 of the
Agreement.
3. No change of name, corporate identity or address of the chief
executive office of the Company has occurred.
4. I have reviewed the terms of the Agreement and, pursuant to
such review, I have no knowledge of the existence of any condition or
event which would constitute a Potential Default or Event of Default,
except as set forth below (detailing the nature of the condition or
event, the period during which it has existed and the action which the
Company has taken, is taking or proposes to take with respect to each
such condition or event):
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
5. The information above and any attached exhibits do not
contain any untrue statement of material fact or omit a material fact,
either individually or in aggregate, that would make the information
or any attached exhibits misleading.
PILGRIM'S PRIDE CORPORATION
By
Its
SUMMARY OF COLLATERAL POOL
Dated as of ___________, 199__
INVENTORY ADVANCE
UNITS VALUE VALUE
1.) Live Broiler
__________ $_________ $__________
2.) Breeder Hens
__________ $_________ $__________
3.) Breeder Pullets
__________ $_________ $__________
4.) Commercial Hens
__________ $_________ $__________
5.) Commercial Pullets
__________ $_________ $__________
6.) Grain Feed (Field)
__________ $_________ $__________
7.) Eggs (Hatching/In Transit)
__________ $_________ $__________
8.) Dressed Broilers
__________ $_________ $__________
9.) Prepared Foods
__________ $_________ $__________
10.) Eggs (Commercial)
__________ $_________ $__________
11.) Grain (Feedmills)
__________ $_________ $__________
12.) Branch Inventory of Packaged $_________ $__________
Items
13.) Packaging, Vaccines, $_________ $__________
Supplies
SUBTOTAL (lines 1-13)
__________ $_________ $__________
14.) Less Grower Payables Greater ($__________)
than 15 days
15.) Less Bond L/C Exposure ($__________)
TOTAL COLLATERAL POOL $_________ $__________
13.) Less O/S Indebtedness as of: _________ $__________
TOTAL AVAILABLE CREDIT: $__________
COLLATERAL VALUE COMPUTATIONS
Dated as of __________, 199__
COLLATERAL POOL:
GROSS VALUE COMPUTATION Advance
VALUE
1) Live Broiler Value
Number of Head __________ Head
(-) Death/Reject Rate (4%) __________ Head
(x) Avg. Weight per Bird (2 __________ Lbs.
Lbs.)
(x) ________________________ _________ cents/lb.
as of ___________ __________ x 65% ____________
2) Breeder Hen Value:
Number of Head __________ Head
(x) Loan Value @ $1.50/bird ________ @ 100% ____________
3) Breeder Pullet Value:
Number of Head __________ Head
(x) Loan Value @ $1.00/bird ________ @ 100% ____________
4) Commercial Hen Value:
Number of Head __________ Head
(x) Loan Value @ $0.70/bird ________ @ 100% ____________
5) Commercial Pullet Value:
Number of Head __________ Head
(x) Loan Value @ $0.40/bird ________ @ 100% ____________
6) Grain Feed Value (Field):
Number of Head (NET) __________ Head
(x) 0.75 Lbs/day (/) 2,000 __________ Tons
(x) Feed Cost/Ton ____________ __________ x 65% ____________
7) Eggs (Hatching & In Transit):
Number of Dozens __________ Dozen
(x) $1.25/Doz ________ @ 100% ____________
8) Dressed Broilers (All Locations):
Number of pounds __________ Lbs
(x) Price/Lb. computed ____________ __________ x 65% ____________
9) Prepared Foods (All Locations)
Number of pounds ___________ Lbs.
(x) Price/Lb. computed _____________ __________ x 65% ____________
10) Eggs (Commercial)
Number of Dozens __________ Dozen
(x) ____________/dozen __________ x 65% ____________
11) Grain Value (Feedmills):
Corn: ______ x ______ __________ x 65% ____________
Cost/Ton
Soybean Meal: ______ x ______ _________ x 65% ____________
Cost/Ton
Feed Supplements: ______ x ______ __________ x 65% ____________
Cost/Ton
Finished Feeds: ______ x ______ __________ x 65% ____________
Cost/Ton
Total Tons: ______ __________ x 65% ____________
12) Branch Inventory of Packaged Items
(@ Cost) __________ x 65% ____________
13) Packaging, Vaccines, Supplies (@ __________ x 40% ____________
Cost)
TOTAL COLLATERAL POOL