EXHIBIT 10.36
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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("FIRST
AMENDMENT") is made as of December 14, 2001 ("Execution Date"), by and
between COBANK, ACB ("COBANK") as the Administrative, Documentation and
Collateral Agent for the benefit of the present and future Syndication
Parties (in its capacity as Administrative Agent and Collateral Agent, the
"ADMINISTRATIVE AGENT"), Lead Arranger and Book Manager, and as a
Syndication Party, FARM CREDIT SERVICES OF AMERICA, FLCA, as Co-Arranger
and as a Syndication Party, the Syndication Parties identified in SCHEDULE
1 hereto, and PILGRIM'S PRIDE CORPORATION, a Delaware corporation, whose
address is 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx 00000, ("BORROWER").
R E C I T A L S
A. CoBank, in its capacity as Administrative and Documentation Agent
for the benefit of the present and future Syndication Parties, Lead
Arranger and Book Manager, and as a Syndication Party, Farm Credit Services
of America, FLCA as Co-Arranger and as a Syndication Party and certain
other Syndication Parties, and Borrower, entered into that certain Amended
and Restated Credit Agreement dated as of November 16, 2000 (as amended,
modified, supplemented, restated or replaced from time to time, the "CREDIT
AGREEMENT") pursuant to which the Syndication Parties agreed to make to
Borrower (a) a 7 Year Loan in the amount of $115,000,000 and (b) a 10 Year
Loan in the amount of $285,000,000 upon the terms and conditions set forth
in the Credit Agreement.
B. Borrower now desires to amend the Credit Agreement to extend
certain Appraisal deadlines, which the Syndication Parties are willing to
do under the terms and conditions as set forth in this First Amendment.
A G R E E M E N T S
Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, Administrative Agent
and the Syndication Parties hereby agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as of the Effective Date as follows:
a. Subsection 10.2.12(a)(i) of the Credit Agreement shall be
amended in its entirety to read as follows:
(i) on December 14, 2002 and on each two year anniversary
thereof, provided that if the Leverage Ratio for the Fiscal Quarter
immediately preceding (or ending on) such date is less than fifty percent
(50%), this requirement will be deferred on a Fiscal Quarter basis so long
as such ratio is maintained, provided further that, unless otherwise agreed
by the Required Lenders, any such deferrals shall be for no more than 24
months, so that in any event an Appraisal will be required no later than
four years after the date the last previous Appraisal was required; and.
2. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. The
effectiveness of this First Amendment is subject to satisfaction, in the
Administrative Agent's sole discretion, of each of the following conditions
precedent (such date being the "Effective Date"):
a. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Borrower 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.
b. 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 First Amendment.
3. GENERAL PROVISIONS.
a. NO OTHER MODIFICATIONS. The Credit Agreement shall remain in
full force and effect except as specifically amended by this First
Amendment
b. DEFINITIONS. Capitalized terms shall have the meanings set
forth herein, if defined herein. Capitalized terms used, but not defined,
herein shall have the meanings given to such terms in the Credit Agreement
if defined therein.
c. SEVERABILITY. Should any provision of this First Amendment be
deemed unlawful or unenforceable, said provision shall be deemed several
and apart from all other provisions of this First Amendment and all
remaining provisions of this First Amendment shall be fully enforceable.
d. GOVERNING LAW. This First Amendment shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Colorado.
e. HEADINGS. The captions or headings in this First Amendment are
for convenience only and in no way define, limit or describe the scope or
intent of any provision of this First Amendment.
f. COUNTERPARTS. This First 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. Telefax copies of documents
or signature pages bearing original signatures, and executed documents or
signature pages delivered by telefax, 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 First Amendment is executed as of the Execution Date.
BORROWER:
PILGRIM'S PRIDE CORPORATION
By: /S/ XXXXXXX X. XXXXXXX
Name: XXXXXXX X. XXXXXXX
Title: EXECUTIVE VICE PRESIDENT, CFO
ADMINISTRATIVE AGENT:
COBANK, ACB
By: /S/ XXXXXXX X. XXXXXXX
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
CO-ARRANGER:
FARM CREDIT SERVICES OF AMERICA, FLCA
By: /S/ XXXXXX X. XXXXXXX
Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
SYNDICATION PARTIES:
COBANK, ACB
By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FARM CREDIT SERVICES OF AMERICA, FLCA
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /S/ XXXXXXX X. XXXXXXXX / XXXXXXXX X.
XXXX
Name: Xxxxxxx X. Xxxxxxxx / Xxxxxxxx X. Xxxx
Title: First Vice President / Vice
President,
Senior Relationship
Manager
XXXXXX TRUST AND SAVINGS BANK
By: /S/ XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Vice President
SUNTRUST BANK
By: /S/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: Vice President
DEERE CREDIT, INC.
By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Account Credit Manager
U.S. BANK, National Association (INDIVIDUALLY
AND AS SUCCESSOR BY MERGER TO FIRSTAR BANK,
N.A.)
By: /S/ XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: Vice President
BANK OF TEXAS
By: /S/ XXXXX XXXXXXXXX, XX.
Name: Xxxxx Xxxxxxxxx, Xx.
Title: Sr. Vice President
