FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Amendment is entered into as of the 28th day of June, 2002, by and
between by and between GRUPO PILGRIM'S PRIDE FUNDING S. de X.X. de C.V., a
Sociedad de Responsabilidad Limitada de Capital Variable duly organized and
validly existing under the laws of the United Mexican States ("Mexico"), having
its corporate domicile in Queretaro, Mexico ("Company" or "Borrower"), and
COMERICA BANK ("Comerica"), a banking corporation duly organized and validly
existing under the laws of the State of Michigan, of Detroit, Michigan and
COMERICA XXXX XXXXXX, S.A., INSTITUCI{O'}N DE BANCA M{U'}LTIPLE a banking
institution organized and existing under the laws of Mexico ("CBM;"
collectively with Comerica, the "Bank").
RECITALS:
A. On or about September 7, 2001, the parties entered into a certain
Revolving Credit Agreement (the "Loan Agreement").
B. The parties desire to amend the Loan Agreement as set forth herein.
NOW THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. The first sentence contained in Section 6.7 of the Loan Agreement,
effective as to the date of this Amendment and to continue through March 30,
2003, shall be modified to read as follows:
"In the case of the Operating Company, maintain, in accordance with its
consolidated balance sheet, a minimum Current Ratio of .55 to 1.0 for the
interim quarterly and annual audited financial statements, during the
term thereof."
Effective as of April 1, 2003, the Current Ratio requirement of .55 to
1.0 shall revert back to 1.25 to 1.0.
2. The first sentence contained in Section 6.8 of the Loan Agreement,
effective as to the date of this Amendment and to continue through March 30,
2003, shall be modified to read as follows:
"In the case of the Operating Company, maintain, in accordance with its
consolidated balance sheet, a maximum Indebtedness Ratio of 1.0 to 1.0
for interim quarterly financial statements and annual audited financial
statements during the term thereof."
Effective as of April 1, 2003, the Indebtedness Ratio requirement of 1.0
to 1.0 shall revert back to .50 to 1.0."
3. Subparagraph (a) of the definition of "Net Worth" contained in
Section 1 of the Loan Agreement, effective as of the date of this Amendment and
to continue through March 30, 2003, shall be modified to read as follows:
"(a) With respect to Operating Company on a consolidated basis, its
Total Assets (other than patents, patent rights, trademarks, trade
names, copyrights, franchises, licenses, goodwill and similar
general intangibles assets) less: (i) advances to and/or accounts
receivables owing from Affiliates (other than Operating Company and
its Subsidiaries); and (ii) Total Liabilities; and (iii)
Intercompany payables to Avicola Pilgrim's Pride de Mexico, S.A. de
C.V."
Effective as of April 1, 2003, the subparagraph (iii) shall be deleted
and the definition of "Net Worth" shall revert to as set forth in the Loan
Agreement prior to this Amendment.
4. The parties acknowledge that clause 6.19 shall be deleted in its
entirety and replaced with the following:
"6.19 Yearly Audit/Appraisal. Operating Company shall cooperate with Bank
in a yearly audit of the Inventory and/or Accounts Receivable (the
average annual cost of which shall not exceed $3,000) and appraisal of
the Fixed Assets, the cost of which shall be borne by Borrower."
5. This Amendment shall be conditioned on the payment to Bank of an
Amendment fee in the amount of $7,000.00 concurrently herewithin.
6. Except as expressly provided in this Amendment, the parties
acknowledge that the Loan Agreement is in full force and effect and Borrower
acknowledges that there are no defenses or setoffs to any of Borrower's
obligations under the Loan Agreement as of the date hereof.
7. Borrower certifies that no Event of Default (as defined in the Loan
Agreement) has occurred and is continuing.
8. Borrower and Guarantors represent and warrant that each of its
authority documents (as identified in Section 4.2 and 4.3 of the Loan
Agreement) delivered to Bank in connection with the Loan Agreement, are in full
force and effect and have not been modified, repealed or amended since the date
thereof.
9. If any provision of this Amendment shall be held invalid or
unenforceable, such invalidity or unenforceability shall affect only such
provision and shall not in any manner affect or render invalid or unenforceable
any other provision of this Amendment, and this Amendment shall be enforced as
if any such invalid or unenforceable provision were not contained herein.
10. Except as specifically amended hereby, the Loan Agreement shall
remain unchanged and shall be in full force and effect, enforceable in
accordance with its terms.
WITNESS the due execution hereof as of the day and year first above written.
COMERICA BANK GRUPO PILGRIM'S PRIDE FUNDING, S.
de RL, de C.V.
By: By:
Its:________________________________ Its: Attorney-In-Fact
By: /s/ Xxxxxxxx Xxxxxxx
International Dept. - Latin Group Its: Attorney-In-Fact
000 Xxxxxxxx Xxx. Avenida 5 de Febrero Xx. 0000
Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxx, Xxxxxxxxx, Xxxxxx
Facsimile: __________________ Facsimile: 011 42 17 97 80
Attn: Xxxxxxxx Xxxxxxx
Comerica Xxxx Xxxxxx, S.A.
By:_______________________________
Its:_______________________________
_____________________________
_____________________________
_____________________________
ACKNOWLEDGEMENT
The undersigned, Guarantors and Credit Parties hereby: (i) acknowledge and
consent to the execution, delivery and performance of this Amendment;
(ii) confirm the truth and validity of the representations and warranties set
forth herein, to the extent such representations an warranties pertain to the
undersigned, respectively, and (iii) ratify and agree to perform the covenants
and agreements set forth in this Amendment, to the extent such covenants and
agreements specifically pertain to the undersigned, respectively.
GRUPO PILGRIM'S PRIDE FUNDING AVICOLA PILGRIM'S PRIDE DE
HOLDING, S. de RL de C.V. MEXICO, S.A. de C.V.
By: By:
Its: Attorney-In-Fact Its: Attorney-In-Fact
By: By:
Its: Attorney-In-Fact Its: Attorney-In-Fact
Address: Same as Borrower Address: Same as Borrower
PILGRIM'S PRIDE, S.A. de X.X. XXXXXXX'X PRIDE CORPORATION
By: By: /s/ Xxxxxxx X. Xxxxxxx
Its: Attorney-In-Fact Its: Chief Financial Officer
Address:
By: 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx 00000
Its: Attorney-In-Fact Facsimile: 001 903 856 7505
Attn: Xxxx Xxxxxxx
Address: Same as Borrower
