Pilgrim’s Pride Corporation First Amendment to Third Amended and Restated Secured Credit Agreement November 25, 2005
Pilgrim’s
Pride Corporation
First
Amendment to Third Amended and Restated Secured Credit
Agreement
November
25, 2005
Pilgrim’s
Pride Corporation
0000 XX
Xxxxxxx 000 Xxxxx
Xxxxxxxxx,
Xxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxx
Ladies
and Gentlemen:
Reference
is hereby made to the Third Amended and Restated Secured Credit Agreement dated
April 7, 2004 (the “Credit Agreement”) by and among Pilgrim’s Pride
Corporation (the “Company”), Xxxxxx X.X., successor by merger to Xxxxxx Trust
and Savings Bank in its capacity as administrative agent (“Agent”) and in its
individual capacity, and the other lenders party thereto (“Banks”). All
capitalized terms used herein without definition shall have the same meaning as
set forth in the Credit Agreement.
The
Company desires the flexibility to distribute a special dividend to the holders
of its common stock in an amount equal to one dollar ($1.00) per share and to
increase the amount of yearly dividends it can pay to the holders of its common
stock up to an aggregate amount not to exceed thirteen million dollars
($13,000,000) per fiscal year (collectively, the “Dividend Plan”). In order to
permit the Company to implement the Dividend Plan, subject to the terms and
provisions of this amendment (the “Amendment”), the Agent and the Required Banks
hereby consent to the Dividend Plan and amend Section 7.14 of the Credit
Agreement to read in its entirety as follows:
Section
7.14. Dividends and Certain Other Restricted Payments. The
Company will not (a) declare or pay any dividends or make any distribution on
any class of its capital stock (other than dividends payable solely in its
capital stock) or (b) directly or indirectly purchase, redeem or otherwise
acquire or retire any of its capital stock (except out of the proceeds of, or in
exchange for, a substantially concurrent issue and sale of capital stock) or (c)
make any other distributions with respect to its capital stock; provided,
however, that if
no Potential Default or Event of Default shall exist before and after giving
effect thereto, the Company may (i) pay dividends (A) on Convertible Stock the
proceeds of which were used to refinance Debt permitted by Section 7.16 or (B)
on Convertible Stock which is classified as debt under generally accepted
accounting principles, consistently applied, or which the Company elects to
treat as Debt under this Agreement, and such Debt is permitted by Section 7.16
hereof, (ii) in addition to the dividends permitted by clauses (i) and (v), pay
dividends in an aggregate amount not to exceed $13,000,000 in any Fiscal Year,
(iii) pay dividends permitted under Section 7.14(ii) during the immediately
preceding Fiscal Year that were declared but not paid in the immediately
preceding Fiscal Year, (iv) repurchase the Company’s capital stock in an
aggregate amount not to exceed $25,000,000, and (v) in addition to the dividends
permitted by clauses (i), (ii) and (iii), pay a one-time dividend in an amount
not to exceed the lesser of $1.00 per share and $66,556,000 in the aggregate to
holders of the Company’s common stock.
This
Amendment shall become effective upon its execution by the Company, the Agent,
and the Required Banks. The Company, by its execution of this Amendment,
represents and warrants to the Banks that (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 and
no Event of Default or Potential Default has occurred and is continuing
thereunder.
This
Amendment may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument. Telefax or facsimile copies of
this Amendment or signature pages bearing original signatures, and signature
pages delivered by telefax or facsimile, shall, in each such instance, be deemed
to be, and shall constitute and be treated as, an original signed document or
counterpart, as applicable. This Amendment shall be governed by the internal
laws of the State of Illinois.
Please
indicate your agreement by executing a copy of this Amendment so indicated below
and return same to the undersigned.
Very
yours truly,
Xxxxxx
X.X., successor
by merger to Xxxxxx Trust and Savings Bank, individually and as
Agent
By : /s/
Xxxxx Xxxxxxxxx
Its Vice
President
SunTrust
Bank
By:
/s/
Its:
Managing Director
U.S.
Bank, National Association
By:
/s/
Its:
Senior Vice President
Xxxxx
Fargo Bank National Association
By: /s/
Its:
Relationhip Manager
ING
Capital LLC
By: /s/
Xxxx X. Xxxxxx
Its: Vice
President
By:
Its:
Regions
Bank
By:
/s/
Its:
SVP
Credit
Suisse First Boston, acting
through its Cayman Islands Branch
By: /s/
Xxxx Xxxxxx
Its:
Director
By: /s/
Xxxxxx Guntlin
Its:
Assistant Vice President
CoBank,
ACB
By: /s/
Xxx Xxxxxxxx
Its:
Vice-President
Accepted
and Agreed to as of the day and year first above written:
PILGRIM’S
PRIDE CORPORATION
By: /s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chief Financial
Officer
