0001193125-04-014618 Sample Contracts

AMENDMENT No. 1 Dated as of December 31, 2003 to PURCHASE AND CONTRIBUTION AGREEMENT Dated as of June 26, 1998
Purchase and Contribution Agreement • February 4th, 2004 • Pilgrims Pride Corp • Poultry slaughtering and processing • Texas

This AMENDMENT NO. 1 (this “Amendment”) dated as of December 31, 2003 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (the “Company”) and PILGRIM’S PRIDE CORPORATION (“Pilgrim’s Pride”).

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FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 4th, 2004 • Pilgrims Pride Corp • Poultry slaughtering and processing

This Amendment is entered into as of the 18th day of November, 2003, by and between by and between GRUPO PILGRIM’S PRIDE FUNDING S. de R.L. 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”), COMERICA BANK (“Comerica”), a banking corporation duly organized and validly existing under the laws of the State of Michigan, of Detroit, Michigan and COMERICA BANK MEXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE a banking institution organized and existing under the laws of Mexico (“CBM;” collectively with Comerica, the “Bank”).

AMENDMENT No. 4 Dated as of December 31, 2003 to RECEIVABLES PURCHASE AGREEMENT Dated as of June 26, 1998
Receivables Purchase Agreement • February 4th, 2004 • Pilgrims Pride Corp • Poultry slaughtering and processing • Texas

This AMENDMENT NO. 4 (this “Amendment”) dated as of December 31, 2003 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (“Seller”), PILGRIM’S PRIDE CORPORATION (“Pilgrim’s Pride”) as initial Servicer, FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation) (“Purchaser”) and 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”).

FOURTH AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Among PILGRIM’S PRIDE CORPORATION, JOHN HANCOCK LIFE INSURANCE COMPANY, ING CAPITAL LLC AND THE OTHER PURCHASERS NAMED HEREIN Dated as of November 18, 2003
Note Purchase Agreement • February 4th, 2004 • Pilgrims Pride Corp • Poultry slaughtering and processing • Texas

This Fourth Amended and Restated Note Purchase Agreement (this “Agreement”) dated as of November 18, 2003, by and among Pilgrim’s Pride Corporation, a Delaware corporation (the “Company”), John Hancock Life Insurance Company (“Hancock”), the other parties identified on Schedule I attached hereto, ING Capital LLC (“ING”), and John Hancock Life Insurance Company, not individually but in its capacity as collateral agent (“Collateral Agent”). Hancock, ING and the other parties identified on Schedule I are collectively hereinafter at times referred to as the “Purchasers” and each individually hereinafter at times, a “Purchaser.”

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