PILGRIMS PRIDE CORP
BANKGROUP LARGE
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<TYPE>EX-10
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<FILENAME>bankgroup.txt
<DESCRIPTION>BANKGROUP LARGE
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                        PILGRIM'S PRIDE CORPORATION\par
\par
  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT\par
\par
\par
\par
Harris Trust and Savings Bank\par
Chicago, Illinois\par
\par
The Lenders From Time to Time Parties\par
to the Credit Agreement Described Below\par
\par
Ladies and Gentlemen:\par
\par
     Reference  is  hereby made to that certain Second Amended and Restated\par
Secured Credit Agreement  dated  as  of  November  5, 1999, as amended (the\par
"CREDIT AGREEMENT"), among the undersigned, Pilgrim's  Pride Corporation, a\par
Delaware corporation (the "COMPANY"), you (the "BANKS")  and  Harris  Trust\par
and  Savings Bank, as agent for the Banks (the "AGENT").  All defined terms\par
used herein  shall have the same meanings as in the Credit Agreement unless\par
otherwise defined herein.\par
\par
     The Company,  the  Agent  and  the  Banks now wish to amend the Credit\par
Agreement to permit optional prepayments of  Eurodollar  Loans and to amend\par
certain  other  covenants  to  the Credit Agreement, all on the  terms  and\par
conditions and in the manner set forth in this Amendment.\par
\par
1.   AMENDMENTS.\par
\par
     Upon satisfaction of all of  the  conditions  precedent  set  forth in\par
Section 2 hereof, the Credit Agreement shall be amended as follows:\par
\par
   1.1.  Section  3.3  of the Credit Agreement shall be amended to read  as\par
follows:\par
\par
          "SECTION 3.3.  OPTIONAL  PREPAYMENTS   (a)   DOMESTIC RATE LOANS.\par
     The Company shall have the privilege of prepaying without  premium  or\par
     penalty  and  in  whole  or in part (but if in part, then in a minimum\par
     principal amount of $2,500,000  or  such  greater  amount  which is an\par
     integral multiple of $100,000) any Domestic Rate Loan at any time upon\par
     prior telex or telephonic notice to the Agent on or before 12:00  Noon\par
     on the same Business Day.\par
\par
          (b)  FIXED  RATE  LOANS.  The Company may prepay any borrowing of\par
     Fixed Rate Loans without  premium  or  penalty, upon telephonic notice\par
     (which   shall   be  promptly  confirmed  in  writing   by   facsimile\par
     communication, telex  or  telegraph)  by  no  later  than  11:00  a.m.\par
     (Chicago  time)  on  the  third Business Day prior to the date of such\par
     prepayment from the Company  to  the Agent, such prepayment to be made\par
     by  the payment of the principal amount  to  be  prepaid  and  accrued\par
     interest  thereon and any compensation required by Section 9.4 hereof,\par
     if applicable; PROVIDED, HOWEVER, that any such prepayment shall be in\par
     a principal  amount  of no less than $3,000,000 or such greater amount\par
     which is an integral multiple  of  $1,000,000, and after giving effect\par
     to any such prepayment the outstanding  principal  amount  of any such\par
     borrowing  of Eurodollar Loans or CD Rate Loans prepaid in part  shall\par
     not be less  than  $3,000,000  or  such  greater  amount  which  is an\par
     integral multiple of $1,000,000.\par
\par
          (c) Any amount prepaid under the Revolving Credit may, subject to\par
     the  terms  and  conditions of this Agreement, be borrowed, repaid and\par
     borrowed again."\par
\par
   1.2.  Section 7.29 of  the  Credit Agreement shall be amended to read as\par
follows:\par
\par
          "SECTION 7.29. NEW SUBSIDIARIES.   The Company will not, directly\par
     or  indirectly, create or acquire in any Fiscal  Year  any  Subsidiary\par
     unless  (a)  after  giving effect to any such creation or acquisition,\par
     the total assets (determined  in  accordance  with  generally accepted\par
     accounting principles, consistently applied) of all such  Subsidiaries\par
     would  not  exceed  5%  of  the  Total  Assets of the Company and  its\par
     Subsidiaries, and (b) all Inventory of such  Subsidiaries  (other than\par
     any  such  Subsidiaries  that  are  organized  under  the  laws of any\par
     jurisdiction  other than the United States of America, any State,  the\par
     District of Columbia  or Puerto Rico) are pledged to the Agent for the\par
     benefit of the Banks pursuant  to  a  security agreement substantially\par
     identical to the Security Agreement."\par
\par
   1.3.  The  Required  Banks hereby agree that  the  Company  may  form  a\par
wholly-owned Subsidiary under  the  laws  of  the  State of Nevada ("NEVADA\par
CO.") without granting the Agent a security interest  in  its  inventory as\par
required  by Section 7.29(b) of the Credit Agreement, PROVIDED THAT  Nevada\par
Co. shall own no Inventory unless it first complies with Section 7.29(b).\par
\par
   1.4.  The  Required  Banks hereby waive the requirements of Section 3(b)\par
of the Security Agreement  with  respect  to  the Inventory acquired by the\par
Company as a result of the merger of WLR with and into the Company.\par
\par
2.   CONDITIONS PRECEDENT.\par
\par
     The effectiveness of the Amendment is subject  to  the satisfaction of\par
all of the following conditions precedent:\par
\par
   2.1.  The  Company  and  each  of  the  Banks  shall have executed  this\par
Amendment (such execution may be in several counterparts  and  the  several\par
parties hereto may execute on separate counterparts).\par
\par
   2.2.  Each of the representations and warranties set forth in Section  5\par
of the Credit Agreement shall be true and correct.\par
\par
   2.3.  The  Company shall be in full compliance with all of the terms and\par
conditions of the  Credit  Agreement  and  no Event of Default or Potential\par
Default shall have occurred and be continuing  thereunder  or  shall result\par
after giving effect to this Amendment.\par
\par
3.   REPRESENTATIONS AND WARRANTIES.\par
\par
   3.1.  The Company, by its execution of this Amendment, hereby represents\par
and warrants the following:\par
\par
          (a)  each  of  the  representations  and warranties set forth  in\par
     Section 5 of the Credit Agreement is true and  correct  as of the date\par
     hereof,  except  that  the  representations and warranties made  under\par
     Section 5.3 shall be deemed to  refer to the most recent annual report\par
     furnished to the Banks by the Company;\par
\par
          (b) the Company is in full compliance  with  all of the terms and\par
     conditions  of  the  Credit  Agreement  and  no  Event of  Default  or\par
     Potential Default has occurred and is continuing thereunder; and\par
\par
         (c) the Company's organizational number is 2101254.\par
\par
4.   MISCELLANEOUS.\par
\par
   4.1.  The  Company has heretofore executed and delivered  to  the  Agent\par
that certain Security Agreement Re:  Accounts Receivable, Farm Products and\par
Inventory dated  as  of May 27, 1993, as amended (the "SECURITY AGREEMENT")\par
and the Company hereby  agrees that the Security Agreement shall secure all\par
of the Company's indebtedness, obligations and liabilities to the Agent and\par
the Banks under the Credit  Agreement  as  amended  by this Amendment, that\par
notwithstanding the execution and delivery of this Amendment,  the Security\par
Agreement shall be and remain in full force and effect and that  any rights\par
and remedies of the Agent thereunder, obligations of the Company thereunder\par
and  any  liens  or  security  interests created or provided for thereunder\par
shall be and remain in full force  and  effect  and  shall not be affected,\par
impaired  or  discharged thereby.  Nothing herein contained  shall  in  any\par
manner affect or  impair  the  priority of the liens and security interests\par
created and provided for by the  Security  Agreement as to the indebtedness\par
which would be secured thereby prior to giving effect to this Amendment.\par
\par
   4.2.  Except as specifically amended herein the Credit Agreement and the\par
Notes  shall continue in full force and effect  in  accordance  with  their\par
original  terms.   Reference to this specific Amendment need not be made in\par
any note, document,  letter,  certificate, the Credit Agreement itself, the\par
Notes, or any communication issued  or  made pursuant to or with respect to\par
the  Credit  Agreement,  any  reference  to  the   Credit  Agreement  being\par
sufficient to refer to the Credit Agreement as amended hereby.\par
\par
   4.3.  The  Company agrees to pay all out-of-pocket  costs  and  expenses\par
incurred by the  Agent  and  Banks  in  connection  with  the  preparation,\par
execution and delivery of this Amendment and the documents and transactions\par
contemplated hereby, including the fees and expenses of Messrs. Chapman and\par
Cutler.\par
\par
   4.4.  This Amendment may be executed in any number of counterparts,  and\par
by  the  different  parties  on  different counterparts, all of which taken\par
together shall constitute one and  the  same Agreement.  Any of the parties\par
hereto may execute this Amendment by signing  any such counterpart and each\par
of such counterparts shall for all purposes be deemed to be an original.\par
\par
   4.5.  (A)  THIS  AMENDMENT  AND THE RIGHTS AND  DUTIES  OF  THE  PARTIES\par
HERETO, SHALL BE CONSTRUED AND DETERMINED  IN  ACCORDANCE WITH THE INTERNAL\par
LAWS  OF  THE  STATE  OF  ILLINOIS,  EXCEPT  TO  THE  EXTENT   PROVIDED  IN\par
SECTION 4.5(b) HEREOF AND TO THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED\par
STATES OF AMERICA MAY OTHERWISE APPLY.\par
\par
    (b)  NOTWITHSTANDING ANYTHING IN SECTION 4.5(a) HEREOF TO THE CONTRARY,\par
NOTHING  IN  THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTES, OR THE  OTHER\par
LOAN DOCUMENTS  SHALL  BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS WHICH\par
THE COMPANY, THE AGENT OR ANY OF THE BANKS MAY HAVE UNDER THE NATIONAL BANK\par
ACT OR OTHER APPLICABLE FEDERAL LAW.\par
\par
\par
\par
\par
                                   - 1 -\par
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<PAGE>\par
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Dated as of September ___, 2001.\par
\par
\par
                                 PILGRIM'S PRIDE CORPORATION\par
\par
\par
                                 By\par
                                   Its\par
\par
     Accepted and Agreed to as of the day and year last above written.\par
\par
                                 HARRIS TRUST AND SAVINGS BANK individually\par
                                   and as Agent\par
\par
\par
                                 By\par
                                   Its\par
\par
                                 U.S. BANCORP AG CREDIT, INC.\par
\par
\par
                                 By\par
                                   Its\par
\par
                                 COBANK, ACB\par
\par
\par
                                 By\par
                                   Its\par
\par
                                 SUNTRUST BANK (formerly known as SunTrust\par
                                   Bank, Atlanta)\par
\par
\par
                                 By\par
                                   Its\par
\par
                                 CREDIT AGRICOLE INDOSUEZ\par
\par
\par
                                 By\par
                                   Its\par
\par
\par
                                 By\par
                                   Its\par
\par
\par

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