POST-PETITION CREDIT AGREEMENT

This Post-Petition Credit Agreement is entered into as of December 2, 2008, by and among Pilgrim’s Pride Corporation, a Delaware corporation (the “ Borrower ”), as debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the direct and indirect Domestic Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, each as debtor and debtor-in-possession (the Borrower and the Guarantors, each a “ Debtor ” and collectively the “ Debtors ”) in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a “ Chapter 11 Case ” and, collectively, the “ Chapter 11 Cases ”), the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as DIP Agent as provided herein.  All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

On December 1, 2008 (the “ Petition Date ”) the Debtors filed voluntary petitions with the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, initiating the Chapter 11 Cases and have continued in possession of their assets and the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

The Borrower owns, directly or indirectly, all of the issued and outstanding capital stock or other equity interests of each of the Guarantors;

The Borrower and the Guarantors have requested that the Lenders enter into certain financing arrangements with the Borrower pursuant to which the Lenders may make loans and provide other financial accommodations to the Borrower;

Whereas, the Lenders are willing to make such loans and advances and provide such financial accommodations on the terms and conditions set forth herein.

Now, Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.                                The Credit Facilities.

Section 1.1                                  DIP Commitments .  Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually a “ DIP Loan ” and collectively for all the Lenders the “ DIP Loans ”) in U.S. Dollars to the Borrower from time to time on a revolving basis up to the amount of such Lender’s DIP Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Termination Date.  The sum of the aggregate principal amount of DIP Loans, Swing Loans, and L/C Obligations at any time outstanding shall not exceed the lesser of (i) the DIP Commitments in effect at such time and (ii) the Borrowing Base as determined based on the most recent Borrowing Base Certificate.  Each Borrowing of DIP Loans shall be made ratably by the Lenders in proportion to their respective DIP Percentages.  DIP Loans may be repaid and the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.

Section 1.2                                  Letters of Credit .  (a)  General Terms .  Subject to the terms and conditions hereof, as part of the DIP Credit, the L/C Issuer shall issue standby and commercial letters of credit (each a “ Letter of Credit ”) for the account of Borrower or for the account of the Guarantors in an aggregate undrawn face amount up to the L/C Sublimit and for purposes that are permitted under Section 8.19 hereof.  Each Letter of Credit shall be issued by the L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s DIP Percentage of the amount of each drawing thereunder and, accordingly, each Letter of Credit shall constitute usage of the DIP Commitment of each Lender pro rata in an amount equal to its DIP Percentage of the L/C Obligations then outstanding.

(b) Applications .  At any time before the Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer upon the receipt of an application duly executed by the Borrower for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “ Application ”).  Each Letter of Credit shall have an expiration date that is 30 days from the date of its issuance and shall be automatically extended for an additional 30 days unless the L/C Issuer gives the beneficiary thereof at least 30 days prior written notice that the expiration date will not so extend beyond its then scheduled expiration date, provided that in no event may the expiration date of any Letter of Credit extend beyond the Maturity Date.  Any Letters of Credit that expire after the Termination Date must be fully cash collateralized on the Termination Date by cash held in a Cash Collateral Account and otherwise under the exclusive control of the DIP Agent in an amount equal to 105% of the maximum amount available to be drawn thereunder, or be supported by a letter of credit issued by a bank acceptable to the Required Lenders and that is satisfactory in form and substance to the Required Lenders.  The L/C Issuer may give notice of non-renewal to the beneficiary of any Letter of Credit issued hereunder at any time in its sole discretion.  Notwithstanding anything contained in any Application to the contrary:  (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.1(b) hereof, (ii) except as otherwise provided in this Section and in Section 1.8 hereof, unless an Event of Default exists, the L/C Issuer will not call for the funding by the Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed by the Borrower for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at the Default Rate.  Unless the DIP Agent or the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give each beneficiary of a Letter of Credit notice of non-renewal before the time necessary to prevent the automatic extension thereof if before such required notice date:  (i) the expiration date of such Letter of Credit if so extended would be after the Termination Date, (ii) the DIP Commitments have been terminated, or (iii) a Default or an Event of Default exists and either the DIP Agent or the Required Lenders (with notice to the DIP Agent) have given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit.  The L/C Issuer shall also issue amendments to the Letter(s) of Credit increasing the amount thereof at the request of the Borrower, subject to the conditions of Section 7 hereof and the other terms of this Section 1.2.  The Borrower shall provide to the DIP Agent cash collateral in an amount equal to 105% of the maximum amount available to be drawn under all Letters of Credit outstanding hereunder as part of a plan of reorganization of the Borrower.

(c)            The Reimbursement Obligations .  Subject to Section 1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “ Reimbursement Obligation ”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 2:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 2:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the DIP Agent’s principal office in Chicago, Illinois, or such other office as the DIP Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds).  If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.2(e) below, then all payments thereafter received by the DIP Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.2(e) below.

(d)            Obligations Absolute .  The Borrower’s obligation to reimburse L/C Obligations as provided in subsection (c) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or (iii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.  None of the DIP Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(e)            The Participating Interests .  Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “ Participating Lender ”), an undivided percentage participating interest (a “ Participating Interest ”), to the extent of its DIP Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer and any Cash Collateral therefor.  Upon any failure by the Borrower to pay any Reimburse­ment Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.2(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the DIP Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the DIP Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s DIP Percentage of such unpaid or recap­tured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to:  (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day.  Each such Participating Lender shall thereafter be entitled to receive its DIP Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon and any Cash Collateral therefor, with the L/C Issuer retaining its DIP Percentage thereof as a Lender hereunder.  The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.2 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the DIP Agent, any Lender or any other Person whatsoever.  Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any DIP Commitment of any Lender, and each payment by a Participating Lender under this Section 1.2 shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)            Indemnification .  The Participating Lenders shall, to the extent of their respective DIP Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it.  The obligations of the Participating Lenders under this Section 1.2(f) and all other parts of this Section 1.2 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(g)            Manner of Requesting a Letter of Credit .  The Borrower shall provide at least five (5) Business Days’ advance written notice to the DIP Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied by an Application for such Letter of Credit properly completed and executed by the Borrower and, in the case of an extension (other than an automatic extension) or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the DIP Agent and the L/C Issuer, in each case, together with the fronting fee called for by this Agreement.  The DIP Agent shall promptly notify the L/C Issuer of the DIP Agent’s receipt of each such notice (and the L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the DIP Agent or the Required Lenders) and the L/C Issuer shall promptly notify the DIP Agent and the Lenders of the issuance of the Letter of Credit so requested.

(h)            Replacement of the L/C Issuer .  The L/C Issuer may be replaced at any time by written agreement among the Borrower, the DIP Agent, the replaced L/C Issuer and the successor L/C Issuer.  The DIP Agent shall notify the Lenders of any such replacement of the L/C Issuer.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer.  From and after the effective date of any such replacement (i) the successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “ L/C Issuer ” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require.  After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Section 1.3                                  Applicable Interest Rates .  (a)  DIP Loans .  Each DIP Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of eight percent (8.0%) plus the Base Rate from time to time in effect, payable by the Borrower monthly in arrears on the last   day of each calendar month in each year (commencing on the first such date occurring after the date hereof)   and at maturity (whether by acceleration or otherwise).

(b)            Rate Determinations .  The DIP Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

Section 1.4                                  Minimum Borrowing Amounts .  Each Borrowing advanced shall be in an amount not less than $1,000,000 or any greater amount which is an integral multiple of $100,000.

Section 1.5                                  Manner of Borrowing DIP Loans .  (a) Notice to the DIP Agent.  The Borrower shall give notice to the DIP Agent by no later than 12:00 noon (Chicago time) on the date the Borrower requests the Lenders to advance a Borrowing of DIP Loans.  The Borrower shall give all such notices to the DIP Agent by telephone, telecopy, or other telecommunication device acceptable to the DIP Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or in such other form acceptable to the DIP Agent.  All such notices shall specify the date of the requested advance (which shall be a Business Day) and the amount of the requested Borrowing to be advanced.  The Borrower agrees that the DIP Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any person the DIP Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the DIP Agent has acted in reliance thereon.

(b)            Notice to the Lenders .  The DIP Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from the Borrower received pursuant to Section 1.5(a) above.

(c)            Borrower’s Failure to Notify .  In the event the Borrower fails to give notice pursuant to Section 1.5(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the DIP Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of DIP Loans under the DIP Credit on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

(d)            Disbursement of Loans .  Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to Section 7 hereof, each Lender shall make available its DIP Loan comprising part of such Borrowing in funds immediately available at the principal office of the DIP Agent in Chicago, Illinois (or at such other location as the DIP Agent shall designate).  The DIP Agent shall make the proceeds of each new Borrowing available to the Borrower at the DIP Agent’s principal office in Chicago, Illinois (or at such other location as the DIP Agent shall designate), by depositing or wire transferring such proceeds to the credit of the Borrower’s Designated Disbursement Account or as the Borrower and the DIP Agent may otherwise agree.

(e)            DIP Agent Reliance on Lender Funding .  Unless the DIP Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date on which such Lender is scheduled to make payment to the DIP Agent of the proceeds of a DIP Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the DIP Agent may assume that such Lender has made such payment when due and the DIP Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the DIP Loan to be made by such Lender and, if any Lender has not in fact made such payment to the DIP Agent, such Lender shall, on demand, pay to the DIP Agent the amount made available to the Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the DIP Agent at a rate per annum equal to:  (i) from the date the related advance was made by the DIP Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.  If such amount is not received from such Lender by the DIP Agent immediately upon demand, the Borrower will, on demand, repay to the DIP Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant DIP Loan.

Section 1.6                                  Swing Loans .  (a)  Generally .  Subject to the terms and conditions hereof, as part of the DIP Credit, the Swing Line Lender will make loans in U.S. Dollars to the Borrower under the Swing Line (individually a “ Swing Loan ” and collectively the “ Swing Loans ”) which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit.  Swing Loans may be availed of from time to time and borrowings thereunder may be repaid and used again during the period ending on the Termination Date.  Each Swing Loan shall be in a minimum amount of $500,000 or such greater amount which is an integral multiple of $100,000.

(b)            Interest on Swing Loans .  Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Base Rate plus eight percent (8%) (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed).  Interest on each Swing Loan shall be due and payable by the Borrower monthly in arrears on the last   day of each calendar month in each year (commencing on the first such date occurring after the date hereof) and at maturity (whether by acceleration or otherwise).

(c)            Requests for Swing Loans .  The Borrower shall give the DIP Agent prior notice (which may be written or oral) no later than 3:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan.  Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to the Borrower’s Designated Disbursement Account or as the Borrower, the DIP Agent, and the Swing Line Lender may otherwise agree.  Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the DIP Agent or the Required Lenders).

(d)            Refunding Loans .  In its sole and absolute discretion, the Swing Line Lender may at any time, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Borrower and the DIP Agent, request each Lender to make a DIP Loan in an amount equal to such Lender’s DIP Percentage of the amount of the Swing Loans outstanding on the date such notice is given.  Regardless of the existence of any Event of Default, each Lender shall make the proceeds of its requested DIP Loan available to the DIP Agent for the account of the Swing Line Lender), in immediately available funds, at the DIP Agent’s office in Chicago, Illinois (or such other location designated by the DIP Agent), before 12 Noon (Chicago time) on the Business Day following the day such notice is given.  The DIP Agent shall promptly remit the proceeds of such Borrowing to the Swing Line Lender to repay the outstanding Swing Loans.

(e)            Participations .  If any Lender refuses or otherwise fails to make a DIP Loan when requested by the Swing Line Lender pursuant to Section 1.6(d) above for any reason, such Lender will, by the time and in the manner such DIP Loan was to have been funded to the Swing Line Lender, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its DIP Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such DIP Loans.  Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its DIP Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Loan.  The several obligations of the Lenders under this Section shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Borrower, any other Lender, or any other Person whatsoever.  Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the DIP Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding, or reduction whatsoever.

Section 1.7                                  Maturity of Loans .  (a)  DIP Loans .  Each DIP Loan, both for principal and interest not sooner paid, shall mature and be due and payable by the Borrower on the Termination Date.

(b)            Swing Loans .  Each Swing Loan, both for principal and interest not sooner paid, shall mature and be due and payable by the Borrower on the Termination Date.

Section 1.8                                  Prepayments .  (a)  Optional .  The Borrower may prepay   in whole or in part (but, if in part, then in an amount not less than $1,000,000 and in any event in an amount such that the amount of such Borrowing that remains outstanding after such prepayment is not less than $1,000,000) any Borrowing of Loans upon notice delivered by the Borrower to the DIP Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment (or, in any case, such shorter period of time then agreed to by the DIP Agent), such prepayment to be made by the payment of the principal amount to be prepaid.

(b)            Mandatory .  (i) If any Dispositions or Events of Loss with respect to any Property that includes any Pre-Petition BMO Primary Collateral, Pre-Petition CoBank Primary Collateral or Collateral   (in an amount in excess of $1,000,000 in the aggregate) occur prior to the Termination Date and outside the ordinary course of business (no such Disposition to occur without Bankruptcy Court approval and with the Lenders reserving all rights, if any, to object to any such Disposition), 100% of the Net Proceeds thereof in excess of $1,000,000 (or any greater amount that is a whole multiple of $250,000) in the aggregate (the “ Prepayment Amount ”) shall be applied as follows:

(A)           First, to the costs, fees and expenses of the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, including those previously employed or retained by the DIP Agent and the Lenders);

(B)           Second, to interest and fees then due and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the DIP Commitments resulting from such prepayments);

(C)           Third, to be held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of Credit in an amount equal to 105% of the amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof (but without any reduction in the DIP Commitments resulting from such prepayments); and

(D)           Fourth, as the Financing Order shall provide if then in effect and otherwise as shall be determined by the Bankruptcy Court.

Any such proceeds of sale designated to pay such taxes and costs of sale which are not required to be disbursed at the closing of such sale shall be held in escrow by the DIP Agent and shall be subject to the Lien of the DIP Agent, the Lenders, the Pre-Petition BMO Agent, the Pre-Petition BMO Lenders, the Pre-Petition CoBank Agent and the Pre-Petition CoBank Lenders   until applied to pay such taxes and costs of sale and the amount of all obligations secured by Permitted Liens that are senior to the DIP Agent’s in the Collateral and the Replacement Liens.

(ii)           Prior to the Termination Date, all Available Unrestricted Cash (including without limitation all Available Unrestricted Cash consisting of proceeds of the inventory and proceeds of the accounts receivable of the Borrower and the Guarantors and all Cash Collateral generated in the ordinary course of the Borrower’s and the Guarantors’ businesses) determined as of 12:00 noon, Chicago time, on any Business Day (other than amounts subject to Section 1.8(b)(i) hereof) in excess of $15,000,000 shall be deposited in the Collection Accounts referred to in   Section 4.3 hereof and applied daily as follows:

(A)First, to the costs, fees and expenses of the DIP Agent and the Lenders (including without limitation the reasonable fees and expenses of their counsel and other professionals, including those previously employed or retained by the DIP Agent and the Lenders) that are then due and payable;

(B)Second, to interest and fees then due and payable and then to the prepayment of all outstanding Loans and unreimbursed Reimbursement Obligations hereunder until all such Loans and Reimbursement Obligations shall be fully paid (but without any reduction in the DIP Commitments resulting from such prepayments); and

(C)Third, to be held by the DIP Agent in the Cash Collateral Account (including to prefund outstanding Letters of Credit in an amount equal to 105% of the amount of all such Letters of Credit) until released or applied pursuant to Section 4.4 hereof.

(iii)           The Borrower shall, on each date the DIP Commitments are reduced pursuant to Section 1.11 hereof, prepay the DIP Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by the amount, if any, necessary to reduce the sum of the aggregate principal amount of DIP Loans, Swing Loans, and L/C Obligations then outstanding to the amount to which the DIP Commitments have been so reduced.

(iv)           If at any time the sum of the unpaid principal balance of the DIP Loans, Swing Loans, and the L/C Obligations then outstanding shall be in excess of the lesser of the DIP Commitments then in effect and the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the DIP Agent for the account of the Lenders as and for a mandatory prepayment on such Post-Petition Obligations, with each such prepayment first to be applied to the DIP Loans and Swing Loans until paid in full with any remaining balance to be held by the DIP Agent in the Cash Collateral Account as security for the Post-Petition Obligations owing with respect to outstanding Letters of Credit.

(v)           Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal amount to be prepaid.  Each prefunding of L/C Obligations shall be made in accordance with Section 4.4 hereof.

(b)           Any amount of DIP Loans and Swing Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Section 1.9                                  Default Rate .  Notwithstanding anything to the contrary contained herein, while any Event of Default exists and is continuing or after acceleration, the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans and Reimbursement Obligations, and letter of credit fees at a rate per annum (the “ Default Rate ”), equal to:

(a)           for any Loan, the sum of 10.0% plus the Base Rate from time to time in effect;

(b)           for any Reimbursement Obligation, the sum of 2.0% plus the amounts due under Section 1.2 with respect to such Reimbursement Obligation; and

(c)           for any Letter of Credit, the sum of 2.0% plus the letter of credit fee due under Section 2.1 with respect to such Letter of Credit.

Section 1.10                                  Evidence of Indebtedness .  (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)           The DIP Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the DIP Agent hereunder from the Borrower and each Lender’s share thereof.

(c)           The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence, absent manifest error, of the existence and amounts of the Post-Petition Obligations therein recorded; provided, however, that the failure of the DIP Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Post-Petition Obligations in accordance with their terms.

(d)           Any Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (in the case of its DIP Loans and referred to herein as a “ Revolving Note ”), or D-2 (in the case of its Swing Loans and referred to herein as a “ Swing Note ”), as applicable (the Revolving Notes and Swing Note being hereinafter referred to collectively as the “ Notes ” and individually as a “ Note ”).  In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender or its registered assigns in the amount of the relevant DIP Commitment, or Swing Line Sublimit, as applicable.  Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.12) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.12, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 1.11                                  Commitment Terminations .  (a)  Optional DIP Credit Terminations .  The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the DIP Agent (or such shorter period of time agreed to by the DIP Agent), to terminate the DIP Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000   and (ii) allocated ratably among the Lenders in proportion to their respective DIP Percentages, provided that the DIP Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of DIP Loans, Swing Loans, and L/C Obligations then outstanding (after giving effect to any concurrent prepayments).  Any termination of the DIP Commitments below the L/C Sublimit or the Swing Line Sublimit then in effect shall reduce the L/C Sublimit and Swing Line Sublimit, as applicable, by a like amount.  The DIP Agent shall give prompt notice to each Lender of any such termination of the DIP Commitments.

(b)           Any termination of the DIP Commitments pursuant to this Section 1.11 may not be reinstated.

Section 1.12                                  Guaranties .  The payment and performance of the Post-Petition Obligations, shall at all times be guaranteed by each direct and indirect Domestic Subsidiary of the Borrower that is a Debtor in a Chapter 11 Case pursuant to Section 10 hereof or pursuant to one or more guaranty agreements in form and substance acceptable to the DIP Agent, as the same may be amended, modified or supplemented from time to time (individually a “ Guaranty ” and, collectively, the “ Guaranties ,” and each such Subsidiary executing and delivering this Agreement as a Guarantor (including any Subsidiary hereafter executing and delivering an Additional Guarantor Supplement substantially in the form of Exhibit G hereto) or a separate Guaranty, a “ Guarantor ” and, collectively, the “ Guarantors ”).

Section 1.13                                  Substitution of Lenders .  Notwithstanding anything to the contrary contained in Section 12.13, in the event that the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Super-majority Lenders, then with the consent of the Borrower and the Super-majority Lenders, the Borrower, the DIP Agent and the Super-majority Lenders shall be permitted to amend this Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “ Minority Lenders ”) to provide for (w) the termination of the DIP Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the DIP Commitment of one or more of the Super-majority Lenders, so that the DIP Commitments after giving effect to such amendment shall be in the same amount as the DIP Commitments immediately before giving effect to such amendment, (y) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans of, and all other amounts owed under the Loan Documents to, the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement as may be appropriate.

Section 2.                                Fees.

Section 2.1                                  Fees .  (a)  DIP Commitment Fee .  The Borrower shall pay to the DIP Agent for the ratable account of the Lenders in accordance with their DIP Percentages a commitment fee at the rate per annum equal to one-half of one percent (0.50%) (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused DIP Commitments.  Such commitment fee shall be payable monthly in arrears on the last   day of each calendar month in each year (commencing on the first such date occurring after the date hereof) and on the Termination Date, unless the DIP Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.

(b)            Letter of Credit Fees .  On the date of issuance, renewal or extension, or increase in the amount, of any Letter of Credit pursuant to Section 1.2 hereof, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.25% of the face amount of (or of the increase in the face amount of) such Letter of Credit.  Monthly in arrears, on the last day of each calendar month, commencing on the first such date occurring after the date hereof, the Borrower shall pay to the DIP Agent, for the ratable benefit of the Lenders in accordance with their DIP Percentages, a letter of credit fee at a rate per annum equal to 3.00% (computed on the basis of a year of 360 days and the actual number of days elapsed) in effect during each day of such month applied to the daily average face amount of Letters of Credit outstanding during such month.  In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s standard issuance, drawing, negotiation, amendment, assignment, and other administrative fees for each Letter of Credit as established by the L/C Issuer from time to time.

(c)            Closing Fee .  The Borrower shall pay to the DIP Agent for the ratable account of the Lenders a non-refundable closing fee in an amount equal to 2.5% (inclusive of any portion of such closing fee paid in connection with the execution and delivery by the Lenders of their commitment letters relating to the DIP Credit Facility) of the aggregate amount of the DIP Commitments on the Closing Date.  Such fee shall be payable in full no later than the Closing Date.

(d)            DIP Agent Fees .  The Borrower shall pay to the DIP Agent, for its own use and benefit, a non-refundable fee in the amount of $125,000 payable in full upon the entry of the Interim Financing Order.

(e)            Audit Fees .  The Borrower shall pay to the DIP Agent for its own use and benefit reasonable out-of-pocket costs and expenses for audits of the Collateral performed by the DIP Agent or its agents or representatives in such amounts as the DIP Agent may from time to time request (the DIP Agent acknowledging and agreeing that such charges shall be computed in the same manner as it at the time customarily uses for the assessment of charges for similar collateral audits).

Section 3.                                Place and Application of Payments.

Section 3.1                                  Place and Application of Payments .  All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Post-Petition Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the DIP Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the office of the DIP Agent in Chicago, Illinois (or such other location as the DIP Agent may designate in writing to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto.  Any payments received after such time shall be deemed to have been received by the DIP Agent on the next Business Day.  All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim.  The DIP Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement.  If the DIP Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the DIP Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the DIP Agent, at a rate per annum equal to:  (i) from the date the distribution was made to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.

On or after the occurrence of the Termination Date, all payments and collections from Collateral (including Dispositions) shall be applied: first, to pay the Administrative Expense Carve-Out, second to the costs, fees and expenses of the DIP Agent and the Lenders; third, to interest and fees and then to repay the Loans and other Post-Petition Obligations outstanding under this Agreement; fourth, to provide cash collateral for Letters of Credit outstanding under this Agreement in an amount equal to 105% of the maximum amount available to be drawn under all such Letters of Credit; fifth, to reduce the Pre-Petition BMO Obligations under the Pre-Petition BMO Credit Agreement and the Pre-Petition CoBank Obligations under the Pre-Petition CoBank Credit Agreement according to the priorities of their respective Replacement Liens therein and otherwise on the basis set forth in the Pre-Petition BMO Credit Agreement and the Pre-Petition CoBank Credit Agreement; and then, to the Borrower (or relevant Debtor) or as otherwise required by applicable law pursuant to an order of the Bankruptcy Court.

Section 3.2                                  Account Debit .  The Borrower hereby irrevocably authorizes the DIP Agent to charge any of the Borrower’s deposit accounts maintained with the DIP Agent for the amounts from time to time necessary to pay any then due Post-Petition Obligations; provided that the Borrower acknowledges and agrees that the DIP Agent shall not be under an obligation to do so and the DIP Agent shall not incur any liability to the Borrower or any other Person for the DIP Agent’s failure to do so.

Section 4.                                The Collateral.

Section 4.1                                  Security .  As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Post-Petition Obligations and to induce the Lenders to make the DIP Credit available to the Borrower in accordance with the terms hereof, the Borrower and each of the Guarantors hereby assigns, creates, grants, conveys, mortgages, pledges, hypothecates and transfers to the DIP Agent for the ratable benefit of the Lenders, first priority Liens (subject to the Administrative Expense Carve-Out and Permitted Liens permitted by, and with the priority established by, the Interim Financing Order), in accordance with Sections 364(c) and (d) of the Bankruptcy Code in all right, title and interest of the Borrower and each of the Guarantors in and to (a) any and all Property, assets and things of value of every kind or type, tangible, intangible, real, personal and fixed, whether now owned or hereafter acquired and wherever located, including, without limitation, real property (including without limitation all leasehold interests, mineral leases, and mineral and water rights), the Cash Collateral Account and all other deposit accounts, accounts, chattel paper (including electronic chattel paper), instruments, documents (including electronic documents of title), all of the Debtors’ rights and claims relating to all deposits and reserves held by utilities and trade creditors,  inventory, farm products, rights against contract growers, equipment, rolling stock (including titled and non-titled vehicles), general intangibles (including, without limitation, payment intangibles, intellectual property, interests in partnerships and joint ventures (to the extent not prohibited, in which case the DIP Agent for the benefit of the Lenders shall have a Lien on the proceeds of such interests)), tax refunds, letter of credit rights, supporting obligations, commercial tort claims, and investment property (other than any equity interests of Avicola that is part of the Avicola Pre-Petition Collateral, but including in the Collateral any proceeds of any sale or other Disposition of such equity interests to which any Debtor may be entitled after the payment in full of the Avicola Pre-Petition Obligations), all pursuant to Section 364(c) and (d) of the Bankruptcy Code and, to the extent not otherwise included, (a) all proceeds of each of the foregoing, (b) all accessions to, substitutions and replacements (including any Property repaired, rebuilt or replaced with casualty insurance proceeds and condemnation awards) for, and insurance and condemnation proceeds, rents, profits and products of each of the foregoing, (c) the Pre-Petition BMO Collateral and the Pre-Petition CoBank Collateral, and (d) all Property of the Borrower and each of the Guarantors held by the DIP Agent or any Lender, including without limitation, the funds from time to time on deposit in the Collection Accounts referred to in Section 4.3 hereof, any funds held in escrow by the DIP Agent pursuant to the last sentence of Section 1.8(b)(i) hereof and all other Property of every description, now or hereafter in the possession or custody of or in transit to the DIP Agent or any Lender for any purpose, including safekeeping, collection or pledge, for the account of the Borrower or any Guarantor or as to which the Borrower or any Guarantor may have any right or power (all of the foregoing, the “ Collateral ”), provided that the Collateral shall not include any of (i) the stock of first-tier Foreign Subsidiaries of the Borrower in excess of 65% of the total combined voting power of such Foreign Subsidiaries, or any stock in any Subsidiary of any first-tier Foreign Subsidiaries of the Borrower, (ii) Property of any Debtor with respect to which the consent of a third party is required for the pledge thereof, except to the extent permitted by the Uniform Commercial Code, or (iii) the Avicola Pre-Petition Collateral.

Section 4.2                                  Perfection of Security Interests .  (a) At the request of the DIP Agent or the Required Lenders and at the Borrower’s expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax.

(b)           Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s security interest in the Collateral as security for such obligations shall continue in full force and effect.

(c)           Notwithstanding the provisions of Section 4.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.

Section 4.3                                  Receivables and Inventory Collections .  The Borrower and the Guarantors agree to continue, or if appropriate, forthwith make, such arrangements as shall be necessary or appropriate to assure that all proceeds of the inventory and accounts receivable of the Borrower and the Guarantors and any other Cash Collateral generated after the Closing Date but prior to the Termination Date not required for the payment of normal operating expenses of the Borrower and the Guarantors consistent, in amount and type of expenditure, with the Budget are deposited (in the same form as received) in an account maintained with the DIP Agent or accounts under the control of the DIP Agent (including local petty cash accounts and local payroll accounts approved by the DIP Agent (the “Petty Cash and Payroll Accounts” )), which provide for collections therein to be transmitted, upon the DIP Agent’s request, to an account maintained with or otherwise under the exclusive dominion and control of the DIP Agent, all such accounts maintained with or under the control of the DIP Agent to constitute special restricted accounts (each a “Collection Account” and collectively the “Collection Accounts” ).   The Borrower acknowledges on behalf of itself and the Guarantors that the DIP Agent has (and is hereby granted to the extent that it does not already have) a Lien for the ratable benefit of the Lenders on each of the Collection Accounts and all funds contained therein to secure the Post-Petition Obligations and Adequate Protection Obligations, subject to the provisions of the Financing Order and the Bankruptcy Code.  Cash held in the Collection Accounts shall constitute Cash Collateral subject to the Financing Order (if in effect) and otherwise as the Bankruptcy Court shall determine.  Any applicable stay shall be deemed to be lifted to the extent necessary to permit the DIP Agent and the Lenders to exercise their rights under this Section 4.3.

Section 4.4                                  Cash Collateral Account .  (a) All Cash Collateral and other amounts referred to in Section 1.8(b)(ii) shall be deposited by the Debtors in one or more accounts subject to the DIP Agent’s first priority perfected Lien and, if at any time required by the DIP Agent, under its exclusive dominion and control (collectively, the “ Cash Collateral Account ”).  Such funds shall be held in the Cash Collateral Account until such time as the amounts held therein are applied by the relevant Debtor to pay normal operating expenses consistent with the Budget and the Interim Financing Order and any Final Financing Order or as the DIP Agent shall otherwise require, except that the Net Proceeds of Dispositions shall be applied as set forth in Section 1.8(b)(i) hereof.  So long as no Event of Default shall have occurred and be continuing, amounts held in the Cash Collateral Account shall be made available to the relevant Debtor to pay normal operating expenses consistent, in amount and type of expenditure, with the Budget.  During the existence of an Event of Default all amounts held in the Cash Collateral Account shall be applied as required by the second paragraph of Section 3.1.

(b)           If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required by this Agreement (including under Sections 1.8(b), 1.2(b) or 9.2), the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the DIP Agent in a separate Cash Collateral Account as security for, and for application by the DIP Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the L/C Issuer until all Reimbursement Obligations have been paid in full and no Letters of Credit remain outstanding, and thereafter to be applied as provided in Section 4.4(a).  Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and be continuing, amounts held in the Cash Collateral Account pursuant to this Section 4.4(b) shall be made available to the relevant Debtor to pay normal operating expenses consistent, in amount and type of expenditure, with the Budget.  During the existence of a Default or Event of Default all amounts held in such Cash Collateral Account shall be applied as required by the second paragraph of Section 3.1.

Section 4.5                                  Rights of DIP Agent .  The DIP Agent may, or upon the direction of the Required Lenders, shall, in each case at any time on or after the Termination Date, after three (3) Business Days’ prior written notice to the Borrower of its intention to do so, notify Account Debtors, parties to contracts with the Borrower or any Guarantor, obligors on instruments of the Borrower or any Guarantor and obligors in respect of chattel paper of the Borrower or any Guarantor that the right, title and interest of the Borrower and the Guarantors in and under such accounts, such contracts, such instruments and such chattel paper have been assigned to the DIP Agent and that payments shall be made directly to the DIP Agent.  Upon the request of the DIP Agent or the Required Lenders on or after the Termination Date, the Borrower and the Guarantors will so notify such Account Debtors, such parties to contracts, obligors on such instruments and obligors in respect of such chattel paper.  Upon the occurrence and during the continuation of a Default or an Event of Default, the DIP Agent may in its own name or in the name of others communicate with such parties to such accounts, such contracts, such instruments and such chattel paper to verify with such Persons to the DIP Agent’s satisfaction the existence, amount and terms of any such accounts, contracts, instruments or chattel paper.

Section 4.6                                  Performance by DIP Agent of Debtors’ Post-Petition Obligations .  If the Borrower or any Guarantor fails to perform or comply with any of its agreements contained in this Agreement, the other Loan Documents or the Financing Order and the DIP Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of the DIP Agent incurred in connection with such performance or compliance, together with interest thereon at the rate per annum determined by adding 10% to the Base Rate as from time to time in effect, shall be payable by the Debtors to the DIP Agent on demand and shall constitute Post-Petition Obligations secured by the Collateral.  Moreover, neither the DIP Agent nor any Lender shall in any way be responsible for the payment of any costs incurred in connection with preserving or disposing of Collateral pursuant to Section 506(c) of the Bankruptcy Code, and the Collateral may not be charged for the incurrence of any such cost.

Section 4.7                                  DIP Agent’s Appointment as Attorney-in-Fact .  (a) The Borrower and each of the Guarantors hereby irrevocably constitutes and appoints the DIP Agent and any officer of DIP Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and each of the Guarantors and in the name of the Borrower or such Guarantor or in the DIP Agent’s own name, from time to time in the DIP Agent’s discretion, for the purpose of collecting the Post-Petition Obligations when due in accordance with the provisions of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary and desirable to accomplish such purpose, and, without limiting the generality of the foregoing, hereby gives the DIP Agent the power and right, on behalf of the Borrower and the Guarantors, without notice to or assent from them, to do the following:

(i)           to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under any Collateral and, in the name of the Borrower or any Guarantor or the DIP Agent’s own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the DIP Agent for the purpose of collecting any and all monies due under any Collateral whenever payable and to file any claims or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the DIP Agent for the purpose of collecting any and all such monies due under any Collateral whenever payable;

(ii)           to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or procure any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof, in each case which are not stayed pursuant to the Chapter 11 Cases or which are not being contested in accordance with this Agreement; and

(iii)           (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all monies due, and to become due, and to become due thereunder, directly to the DIP Agent or as the DIP Agent shall direct; (B) to receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against the Borrower or any Guarantor, assignments, verifications and notices in connection with accounts and other documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower or any Guarantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the DIP Agent or the Required Lenders may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the DIP Agent or the Required Lenders shall in its or their sole discretion determine is appropriate to liquidate the Collateral; and (H) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the DIP Agent were the absolute owner thereof for all purposes, and to do, at the option of the DIP Agent and at the Borrower’s expense, at any time, or from time to time, all acts and things which the DIP Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the DIP Agent’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower and the Guarantors might do.

(b)           The DIP Agent agrees that it will forbear from exercising the power of attorney or any rights granted to it pursuant to this Section until after the Termination Date or upon the occurrence and during the continuation of a Default or Event of Default.  The Borrower and the Guarantors hereby ratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.  The power of attorney granted pursuant to this Section is a power coupled with an interest and shall be irrevocable until the Post-Petition Obligations and the Adequate Protection Obligations are paid in full in cash and the DIP Commitments have terminated.

(c)           The powers conferred on the DIP Agent hereunder are solely to protect the DIP Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers.  The DIP Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Borrower and the Guarantors for any act or failure to act, except for its or their own gross negligence or willful misconduct.

(d)           The Borrower and each Guarantor also authorize the DIP Agent, at any time and from time to time on and after the Termination Date or upon the occurrence and during the continuation of a Default or Event of Default, (i) to communicate, in the name of the Borrower or such Guarantor or in the DIP Agent’s own name (at the DIP Agent’s option), with any party to any contract with regard to the assignment of the right, title and interest of the Borrower or such Guarantor in and under the contracts hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments or conveyance or transfer with respect to the Collateral.

Section 5.                                Definitions; Interpretation.

Section 5.1                                  Definitions .  The following terms when used herein shall have the following meanings:

“ Account Debtor ” means any Person obligated to make payment on any Receivable.

“ Act ” shall have the meaning set forth in Section 12.24 hereof.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the DIP Agent.

“ Adequate Protection Obligations ” means all present and future obligations of the Debtors under any order or orders of the Bankruptcy Court to pay interest, fees, costs, expenses and charges on or with respect to the Pre-Petition BMO Obligations and the Pre-Petition CoBank Obligations under Sections 361 and 506(b) of the Bankruptcy Code, to compensate the Pre-Petition BMO Lenders and the Pre-Petition BMO Agent for the post-petition use for and to the extent of the post-petition use of Pre-Petition BMO Collateral and proceeds thereof and for any post-petition diminution in value of Pre-Petition BMO Collateral, to compensate the Pre-Petition CoBank Lenders and the Pre-Petition CoBank Agent for the post-petition use for and to the extent of the post-petition use of Pre-Petition CoBank Collateral and proceeds thereof and for any post-petition diminution in value of Pre-Petition CoBank Collateral and to provide the Replacement Liens as contemplated by this Agreement and the Financing Orders.

“ Administrative Expense Carve-Out ” means (a) $5,000,000 for the payment of costs of winding up the Chapter 11 Cases and professional fees and disbursements of the Debtors’ professionals and the professionals of any official committee appointed in the Chapter 11 Cases incurred after the Termination Date (to the extent allowed by the Bankruptcy Court) plus (b) professional fees and disbursements incurred or accrued and pending applications for professional fees and disbursements of the Debtors’ professionals and the professionals of any official committee appointed in the Chapter 11 Cases (to the extent allowed at any time by the Bankruptcy Court, whether or not included in the Budget) prior to the Termination Date and U.S. Trustee fees pursuant to 28 U.S.C. Section 1930 (collectively, the “Carve-Out Amount” ), provided that no part of the Administrative Expense Carve-Out shall be used to object to or contest any post-petition lien or Post-Petition Obligations or to challenge (as opposed to investigate) any pre-petition lien of the Pre-Petition BMO Agent or the Pre-Petition BMO Lenders or to otherwise seek affirmative relief against the DIP Agent, the Lenders, the Pre-Petition BMO Agent or the Pre-Petition BMO Lenders.

“ Affiliate ” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person.  A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that , (a) in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the voting power of the Voting Stock of a corporation or 10% or more of the voting power of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person, and (b) in no event shall the Pre-Petition BMO Agent, any Pre-Petition BMO Lender, the Pre-Petition CoBank Agent or any Pre-Petition CoBank Lender be an Affiliate solely as a result of any interest in any capital stock of the Borrower it may have or acquire as a result of any action taken against Pilgrim Interests, including without limitation any action to enforce the Pre-Petition BMO Guaranty.

“ Agreed Upon Values ” means (a) $1.50 per head for breeder hens and cockerels, (b) $1.00 per head for breeder pullets, (c) $0.70 per head for commercial hens, (d) $1.25 per dozen hatching eggs; and (e) $0.40 per head for commercial pullets, provided that such values shall be adjusted by the Required Lenders on a quarterly basis to reflect market conditions.

“ Agreement ” means this Post-Petition Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.

“Application” shall have the meaning set forth in Section 1.2(b) hereof.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.12 hereof), and accepted by the DIP Agent, in substantially the form of Exhibit H or any other form approved by the DIP Agent.

“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the DIP Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the DIP Agent.

“Available Unrestricted Cash” means cash in any form, including without limitation amounts on deposit in deposit accounts, securities accounts, commodity accounts, that is collected funds and is not subject to any escrow, security deposit or other arrangement that is otherwise permitted by this Agreement.

“Avicola” means Avicola Pilgrim’s Pride de Mexico, S. de. R.L. de C.V.

“Avicola Agent” means ING Capital LLC as agent under the Avicola Pre-Petition Credit Agreement.

“Avicola Pre-Petition Collateral” means all collateral security for the Avicola Pre-Petition Obligations in existence as of the Petition Date or agreed to be granted thereafter (but only to the extent such future collateral consists of Property of Avicola and its Subsidiaries) and all proceeds thereof.

“Avicola Pre-Petition Obligations” means all the indebtedness, obligations and liabilities, fixed or contingent, of the Borrower, Avicola and Avicola’s Subsidiaries to the lenders or the Avicola Agent arising or in connection with the Avicola Pre-Petition Credit Agreement or evidenced by the promissory notes issued by Avicola thereunder.

“Avicola Pre-Petition Credit Agreement” means the Credit Agreement, dated as of September 25, 2006 (as amended, restated, amended and restated, or otherwise modified from time to time), among Avicola, the Borrower and certain subsidiaries of Avicola, as guarantors, the lenders from time to time party thereto and Avicola Agent.

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Court” means the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, or any other court having jurisdiction over the Chapter 11 Cases from time to time.

“Base Rate” means for any day the greatest of:  (i) the rate of interest announced or otherwise established by the DIP Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the DIP Agent’s best or lowest rate), and (ii) the sum of (x) the rate determined by the DIP Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the DIP Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by the DIP Agent for sale to the DIP Agent at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (y) 1/2 of 1%, and (iii) the LIBOR Quoted Rate for such day plus 1.00%.

“Borrower” shall have the meaning set forth in the preamble hereof.

“Borrowing” means the total of Loans of a single type advanced by the Lenders on a single date.  Borrowings of Loans are made and maintained ratably from each of the Lenders according to their DIP Percentages.  A Borrowing is “ advanced ” on the day Lenders advance funds comprising such Borrowing to the Borrower.  Borrowings of Swing Loans are made by the Swing Line Lender in accordance with the procedures set forth in Section 1.6 hereof.

“Borrowing Base” means, as of any time it is to be determined on the basis of the information contained in the most recent Borrowing Base Certificate, the sum of:

(a)80% of the then outstanding unpaid amount of Eligible Receivables; plus

(b)65% of the value (computed at the lower of market or cost using the first-in/first-out method of inventory valuation determined in accordance with GAAP, consistently applied) of Eligible Inventory consisting of feed grains, feed and ingredients located at the Borrower’s or a Guarantor’s feed mills or is prepaid in full and is in transit from the seller thereof to the Borrower or Guarantor; plus

(c)65% of the lower of cost or fair wholesale market value (computed on a first-in/first-out method of inventory valuation in accordance with GAAP, consistently applied) of Eligible Inventory consisting of dressed broiler chickens and commercial eggs; plus

(d)65% of the Value of Eligible Inventory consisting of live broiler chickens; plus

(e)65% of the standard cost value of Eligible Inventory consisting of prepared food products; plus

(f)100% of the Agreed Upon Values of Eligible Inventory consisting of breeder hens, breeder pullets, commercial hens, commercial pullets and hatching eggs; plus

(g)40% of the actual costs of Eligible Inventory consisting of packaging materials, vaccines, general supplies, and maintenance supplies; minus

(h)the aggregate principal amount of all loans, letters of credit (including the bond letter of credit) and unreimbursed drawings under letters of credit outstanding under the Pre-Petition BMO Credit Facilities; minus

(i)the outstanding amount of Secured Grower Payables that are more than 15 days past due;  minus

(j)a good-faith estimate of the Carve-Out Amount acceptable to the Required Lenders; minus

(l)a good faith estimate of all claims under 11 U.S.C. § 503(b)(9);

provided that (i) the Borrowing Base as determined on any date shall not exceed 222% of the amount included therein under clause (a) above as of such date, (ii) the DIP Agent shall have the right, and at the request of the Required Lenders shall, upon five   (5) Business Days’ notice to the Borrower to reduce the advance rates against Eligible Receivables and Eligible Inventory in its reasonable credit discretion based on results from any field audit or appraisal of the Collateral, and (iii) the Borrowing Base shall be computed only as against and on so much of such Collateral as is included on the Borrowing Base Certificates furnished from time to time by the Borrower pursuant to this Agreement and, if required by the DIP Agent pursuant to any of the terms hereof or any Collateral Document, as verified by such other evidence reasonably required to be furnished to the DIP Agent pursuant hereto or pursuant to any such Collateral Document.

“Borrowing Base Certificate” means the certificate in the form of Exhibit E hereto, or in such other form acceptable to the DIP Agent, to be delivered to the DIP Agent and the Lenders pursuant to Sections 7.2 and 8.5 hereof.

“Budget” means the budget projecting the Debtors’ budgeted cash receipts and disbursements (including Costs of Reorganization) on a weekly basis for 13 weeks.  The initial Budget is the budget attached to the Interim Financing Order, as such budget may from time to time be updated or otherwise modified as provided in this Agreement.  Any use of the phrases “consistent with”, “to the extent provided for”, “included in”, “pursuant to”, “shown in”, “covered by”, “set forth in”, “contemplated in” or any similar reference when used with respect to the Budget shall mean and refer to the Budget and any permitted variances thereto or therein.

“ Budget Report” shall have the meaning set forth in Section 8.5(m) hereof.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago, Illinois.

“Capital Expenditures” means, for any period as applied to the Restricted Group, the aggregate of, without duplication, all expenditures of the Restricted Group during such period that, in conformity with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the statement of cash flows of the Restricted Group; provided that the term “Capital Expenditures” shall not include such expenditures which constitute (a) purchases using casualty or condemnation proceeds not included in Net Proceeds for events arising after the Petition Date, (b) purchases using Net Proceeds reinvested by the Debtors as permitted by this Agreement in assets useful to their businesses, (c) interest attributable to such expenditures that is capitalized during such period, and (d) expenditures that are accounted for as capital expenditures of the Restricted Group and that actually are paid for by a third party and for which none of the members of the Restricted Group has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period).

“Capital Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

“Capitalized Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Carve-Out Amount” shall have the meaning set forth in the definition of the term “ Administrative Expense Carve-Out.”

“Cash Collateral” means the cash collateral (within the meaning of Section 363 of the Bankruptcy Code) subject to the Liens securing the Post-Petition Obligations or any portion thereof.

“Cash Collateral Account” shall have the meaning set forth in Section 4.4 hereof.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq., and any future amendments.

“Change of Control” means any of (a) the acquisition by any “person” or “group” (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of more than 25% of the voting power of the Voting Stock or other equity interests of the Borrower on a fully-diluted basis, other than acquisitions of such interests by (x) Lonnie A. “Bo” Pilgrim, his spouse, his issue, his estate and any trust, partnership or other entity primarily for the benefit of him, his spouse and/or issue, including any direct or indirect trustee, managing partner or such other Person serving a similar function or Pilgrim Interests, (y)  the Pre-Petition BMO Lenders, the Pre-Petition BMO Agent, the Pre-Petition CoBank Lenders and the Pre-Petition CoBank Agent, (b) the failure of individuals who are members of the board of directors (or similar governing body) of the Borrower on the Closing Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of the Borrower, or (c) any “Change of Control” (or words of like import), as defined in any agreement or indenture relating to any issue of Indebtedness for Borrowed Money in an outstanding principal amount in excess of $1,000,000 of the Borrower or any Subsidiary that is incurred after the Petition Date shall occur.

“Chapter 11 Case” shall have the meaning set forth in the preamble hereof.

“Closing Date” means the date of this Agreement or such later Business Day upon which each condition described in Section 7.2 shall be satisfied or waived in a manner acceptable to the DIP Agent in its discretion, but in any event no later than December 10, 2008, or any later date that may be agreed to by the Required Lenders.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Collateral” shall have the meaning set forth in Section 4.1 hereof.

“Collection Account” shall have the meaning set forth in Section 4.3 hereof.

“Collateral Documents” means any and all mortgages, deeds of trust, security agreements, pledge agreements, assignments, financing statements and other documents as shall from time to time secure or relate to the Post-Petition Obligations or any part thereof.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

“Costs of Reorganization” shall mean all legal, professional and advisory fees paid by the Debtors (whether or not incurred by the Debtors) in connection with the Chapter 11 Cases as set forth in the Budget and approved in the Financing Order or as may be otherwise approved from time to time by the Bankruptcy Court, subject to the Lenders’ and the DIP Agent’s right to object thereto.

“Credit Event” means the advancing of any Loan, or the issuance of, or extension (other than an automatic extension) of the expiration date or increase in the amount of, any Letter of Credit.

“Debtor” shall have the meaning set forth in the preamble hereof.

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 1.9 hereof.

“Designated Disbursement Account” means the account of the Borrower maintained with the DIP Agent or its Affiliate and designated in writing to the DIP Agent as the Borrower’s Designated Disbursement Account (or such other account as the Borrower and the DIP Agent may otherwise agree).

“Designated Officer” means the Borrower’s directors, chief executive officer, president, chief financial officer, chief restructuring officer and all officers responsible for supervising compliance with the United States securities laws.

“DIP Agent” means Bank of Montreal, in is capacity as DIP Agent hereunder, and any successor in such capacity pursuant to Section 11.7 hereof.

“DIP Approval” means approval by the Required Lenders or, in urgent circumstances in which there is insufficient time for the DIP Agent to consult the Lenders, the DIP Agent.  The DIP Agent shall thereafter promptly notify the Lenders of any approvals given by it.

“DIP Commitment” means, as to any Lender, the obligation of such Lender to make DIP Loans and to participate in Swing Loans and Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof.  The Borrower and the Lenders acknowledge and agree that the DIP Commitments of the Lenders aggregate $450,000,000 on the date hereof.

“DIP Credit Facility” or “DIP Credit” or “Facility” means the debtor-in-possession facility extended to the Borrower by the Lenders hereunder.

“DIP Loan” shall have the meaning set forth in Section 1.1 hereof.

 “DIP Percentage” means, for each Lender, the percentage of the DIP Commitments represented by such Lender’s DIP Commitment or, if the DIP Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all DIP Loans and L/C Obligations then outstanding.

“Disposition” means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Sections 8.10(a), (b), (e), (f), (g) or (h) hereof.

“Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the DIP Agent, and (ii) in the case of any assignment of a DIP Commitment, the L/C Issuer (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or Subsidiaries.

“Eligible Inventory” means any inventory of the Borrower or any Guarantor which:

(a)consists solely of feed grains, feed, ingredients, live and dressed broiler chickens, commercial eggs, breeder hens, breeder pullets, hatching eggs, commercial hens, commercial pullets, prepared food products, packaging materials, vaccines, general supplies, and maintenance supplies, but excluding in any event feed ingredients that are subject to any Liens granted to the sellers of such feed ingredients to secure the unpaid purchase price thereof;

(b)is an asset of such Person to which it has good and marketable title, is freely assignable, and is subject to a perfected, first priority lien in favor of the DIP Agent free and clear of any other liens (other than Permitted Liens or Liens arising by operation of law in each case which are subordinate to the Liens in favor of the DIP Agent);

(c)is located in the United States of America at a permitted collateral location as set forth in the security agreement and, in the case of any location not owned by such Person, if requested by the DIP Agent, which is at all times subject to a lien waiver agreement from such landlord or other third party to the extent required by, and in form and substance reasonably satisfactory to, the DIP Agent;

(d)is not so identified to a contract to sell that it constitutes a Receivable;

(e)is not obsolete, and is readily usable or salable by the Borrower or Guarantor in the ordinary course of business;

(f)is not covered by a warehouse receipt or similar document unless, if requested by the DIP Agent, such warehouse receipt or similar document has been delivered to the DIP Agent or an agent or bailee of the DIP Agent;

(g)is not proprietary inventory of any customer of the Borrower or a Guarantor; and

(h)is deemed by the Required Lenders in their sole judgment to be acceptable for inclusion in the Borrowing Base.

“Eligible Receivables” means any Receivable of the Borrower or any Guarantor which:

(a)arises out of the sale of finished goods inventory delivered to and accepted by, or out of the rendition of services fully performed and accepted by, the Account Debtor on such Receivable, such Receivable does not represent a pre-billed Receivable or a progress billing, and such Receivable is net of any deposits made by or for the account of the relevant Account Debtor;

(b)is payable in U.S. Dollars and the Account Debtor on such Receivable is located within the United States of America or, if such right has arisen out of the sale of such goods shipped to, or out of the rendition of services to, an Account Debtor located in any other country, such right is either (i) secured by a valid and irrevocable transferable letter of credit issued by a lender reasonably acceptable to the DIP Agent for the full amount thereof or (ii) secured by an insurance policy on terms, and issued by EXIM Bank or another insurer, satisfactory to the DIP Agent (which in any event shall insure not less than ninety percent (90%) of the face amount of such Receivable and shall be subject to such deductions as are acceptable to the DIP Agent), and in each case which has been assigned or transferred to the DIP Agent in a manner acceptable to the DIP Agent;

(c)is the valid, binding and legally enforceable obligation of the Account Debtor obligated thereon and such Account Debtor is not (i) a Subsidiary or an affiliate of the Borrower, (ii) a shareholder, director, officer or employee of the Borrower or any Guarantor, (iii) the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, unless the Assignment of Claims Act or any similar state or local statute, as the case may be, is complied with to the satisfaction of the DIP Agent, (iv) a debtor under any proceeding under the United States Bankruptcy Code, as amended, or any other comparable bankruptcy or insolvency law, or (v) an assignor for the benefit of creditors;

(d)is not evidenced by an instrument or chattel paper unless the same has been endorsed and delivered to the DIP Agent;

(e)is an asset of such Person to which it has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the DIP Agent free and clear of any other Liens (other than Permitted Liens or Liens arising by operation of law in each case that are subordinate to the Liens in favor of the DIP Agent);

(f)is not subject to any offset, counterclaim or other defense with respect thereto (but solely to the extent of such offset, counterclaim or other defense);

(g)no surety bond was required or given in connection with said Receivable or the contract or purchase order out of which the same arose;

(h)it is evidenced by an invoice to the Account Debtor dated not more than 5 Business Days subsequent to the shipment date of the relevant inventory or completion of performance of the relevant services and is issued on ordinary trade terms;

(i)is not unpaid more than 45 days after the original invoice date;

(j)is not owed by an Account Debtor who is obligated on Receivables more than 10% of the aggregate unpaid balance of which have been past due for longer than the relevant period specified in subsection (i) above unless the DIP Agent has approved the continued eligibility thereof;

(k)would not cause the total Receivables owing from any one Account Debtor and its Affiliates to exceed 15% of all Eligible Receivables;

(l)does not arise from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; and

(m)is deemed by the Required Lenders in their sole judgment to be acceptable for inclusion in the Borrowing Base.

“Environmental Claim” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, pro­ceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, cor­rective or response action in connection with a Hazardous Material, Environmental Law or order of a governmental authority or (d) from any actual or alleged damage, injury, threat or harm to health and safety of humans, natural resources or the environment.

“Environmental Law” means any applicable current or future Legal Requirement pertaining to (a) the protection of health and safety of humans and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

“Essential Creditor” means (a) essential trade creditors who agree to provide goods and services to the Debtors on terms consistent with a Normalized Trade Creditor, and (b) the holders of tax claims and employee-related claims to the extent provided for in the Budget or, if not provided for in the Budget, subject to DIP Approval.

“Essential Trade Creditor” means any Essential Creditor who is a trade creditor.

“Eurodollar Reserve Percentage” means, for any Borrowing of Loans, the daily average for the applicable interest period of the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any supplemental, marginal, and emergency reserves) are imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) on “ eurocurrency liabilities, ” as defined in such Board’s Regulation D (or in respect of any other category of liabilities that includes deposits by reference to which the interest rate on the Loans is determined or any category of extensions of credit or other assets that include loans by non-United States offices of any Lender to United States residents), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto.  For purposes of this definition, the   Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D.

“Event of Default” means any event or condition identified as such in Section 9.1 hereof.

“Event of Loss” means, with respect to any Property, any of the following:  (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

“Excess Interest” is defined in Section 12.20 hereof.

“Fairway Receivables Securitization Program” means the accounts receivable securitization program provided to the Borrower under the Receivables Purchase Agreement.

“Federal Funds Rate” means the fluctuating interest rate per annum described in part (x) of clause (ii) of the definition of Base Rate.

“Final Financing Order” shall mean a final order of the Bankruptcy Court authorizing and approving the DIP Credit Facility, in substantially the form of the Interim Financing Order and otherwise acceptable to the DIP Agent and the Required Lenders as to form and substance.

“Financing Order” shall mean the Interim Financing Order prior to entry of the Final Financing Order and shall mean the Final Financing Order at all times thereafter.

“Foreign Subsidiary” means each Subsidiary which (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.  For this purpose the term “United States of America” shall exclude the Territories and Possessions of the United States.  For the avoidance of doubt, in no event shall Puerto Rico be considered part of the “United States of America” . 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

“Gold Kist Insurance” means GK Insurance Company.

“Guarantor” and “Guarantors” shall have the meaning set forth in Section 1.12 hereof.

“Guaranty” and “Guaranties” shall have the meaning set forth in Section 1.12 hereof.

“Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as “ hazardous ” or “toxic” or words of like import pursuant to an Environmental Law.

“ Hazardous Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.

“Incur” shall have the meaning set forth in Section 8.23 hereof.

“Indebtedness for Borrowed Money” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit and bankers’ acceptances whether or not representing obligations for borrowed money.

“Information” shall have the meaning set forth in Section 12.29 hereof.

“Insurance Subsidiaries” means Gold Kist Insurance and Mayflower.

“Intercompany Bonds” means (a) industrial revenue bonds and similar financing arrangements in an aggregate principal amount of approximately $57,500,000 assigned to the Borrower in connection with and as part of the acquisition by the Borrower of the stock of certain Subsidiaries of ConAgra Foods, Inc., a Delaware corporation, and (b) any industrial revenue bonds, notes, debentures or similar instruments issued by a governmental entity on behalf of the Borrower or a Subsidiary and concurrently with or following its issuance purchased by the Borrower or a Subsidiary.

“Interim Financing Order” shall mean an order entered by the Bankruptcy Court on an interim basis after notice given in a hearing conducted in accordance with Bankruptcy Rule 4001(c) and in substantially the form attached hereto as Exhibit C.

“Interim Financing Order Amount” means the amount of the DIP Commitments approved by the Bankruptcy Court in the Interim Financing Order that will be available to the Borrower during the period from the Closing Date through the date the Final Financing Order is entered.

“Joint Venture” means any corporation, partnership or other entity or arrangement in which the Borrower or any Subsidiary owns or controls any, but not more than 70%, of the Voting Stock.

“L/C Issuer” means Bank of Montreal, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 1.2(h) hereof.

“L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.

“L/C Sublimit” means $20,000,000, as reduced pursuant to the terms hereof.

“Legal Requirement” means any applicable treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any governmental authority, whether federal, state, or local.

“Lenders” means and includes Bank of Montreal and the other financial institutions from time to time party to this Agreement, including each assignee Lender pursuant to Section 12.12 hereof and, unless the context otherwise requires, the Swing Line Lender. !

“Letter of Credit” shall have the meaning set forth in Section 1.2(a) hereof.

“LIBOR01 Page” means the display designated as “Reuters Screen LIBOR01 Page” (or such other page as may replace the LIBOR01 Page on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar deposits).

“LIBOR Quoted Rate” means, for any date, the rate per annum determined by a fraction, the numerator of which is the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for an interest period equal to one month, which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such date and the denominator of which is 1 minus the Eurodollar Reserve Percentage.

“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.

“Lien Finding” means an order of the Bankruptcy Court in form and substance satisfactory to the DIP Agent finding that the Pre-Petition BMO Lenders are fully secured by the Pre-Petition BMO Collateral by means of a valid, first priority (subject to Liens permitted under the Pre-Petition BMO Credit Agreement), senior, fully perfected and non-avoidable security interest and lien on the Pre-Petition BMO Primary Collateral.

“Loan” means any DIP Loan or Swing Loan.

“Loan Documents” means this Agreement, the Notes (if any), the Applications, the Collateral Documents, the Guaranties, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith.

“Material Adverse Effect” means (a) a material adverse change in the condition or prospects (financial or otherwise), of the Borrower and its Subsidiaries taken as a whole after the Petition Date, (b) a material impairment of the ability of the Borrower or of the Debtors, taken as a whole, to perform their respective obligations under any Loan Document or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against the Borrower or of the Debtors, taken as a whole, of any Loan Document or the rights and remedies of the DIP Agent and the Lenders thereunder or (ii) the perfection or priority of any Lien granted under this Agreement or any Financing Order.

“Material Non-debtor Subsidiaries” means, as of any date, any one or more Non-debtor Subsidiaries of the Borrower having assets that in the aggregate constitute  more than 5% of the total assets of the Borrower and its Subsidiaries at such time, but in any event shall include the Insurance Subsidiaries and Avicola and its Subsidiaries.

“Material Plan” shall have the meaning set forth in Section 9.1(i) hereof.

“Maturity Date” means December 1, 2009, provided that the Maturity Date may be extended for an additional 6 months at the request of the Borrower received no later than 45 days prior to the Maturity Date with the prior written consent of all of the Lenders.  In the event any Lender does not respond in writing prior to the Maturity Date to any request for an extension of the Maturity Date such Lender shall be deemed to have refused to agree to the requested extension.

“Maximum Rate” shall have the meaning set forth in Section 12.20 hereof.

“Mayflower” means Mayflower Insurance Company, Ltd.

“Minority Lenders” shall have the meaning set forth in Section 1.13 hereof.

“Net Proceeds” shall mean the gross sale price less actual taxes payable and the reasonable out-of-pocket costs of such sale (including without limitation broker’s fees and closing costs) and the amount of all obligations secured by Permitted Liens that are senior to the DIP Agent’s Liens in the Collateral and the Replacement Liens, provided that Net Proceeds shall not include any casualty or condemnation proceeds to the extent the Borrower or the relevant Guarantor has elected to use such proceeds to repair, rebuild, or replace the assets subject to such casualty or condemnation, no Event of Default exists and is continuing and, solely to the extent of proceeds in excess of $10,000,000 or such higher amount as the Required Lenders may approve with respect to any single casualty or condemnation event, the Required Lenders have approved such repair, rebuilding or replacement.  Any Property so repaired, rebuilt or replaced shall constitute part of the Collateral and shall be subject to the Replacement Liens.

“Non-debtor Subsidiary” means a Subsidiary of the Borrower that is not a debtor or debtor-in-possession in a proceeding under the Bankruptcy Code.

“Normalized Trade Creditor” shall mean an Essential Trade Creditor that has agreed with the relevant Debtor to continue to extend credit and supply goods and/or services to the relevant Debtor on terms consistent with those in effect on September 15, 2008, or subject to DIP Approval and consistent with the assumptions used in the projections of the Borrower that support feasibility of the Borrower.

“Note” and “Notes” shall have the meaning set forth in Section 1.10 hereof.

“Participating Interest” shall have the meaning set forth in Section 1.2(e) hereof.

“Participating Lender” shall have the meaning set forth in Section 1.2(e) hereof.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Permitted Liens” shall mean Liens permitted by Section 8.8 hereof.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof.

“Petty Cash and Payroll Accounts” is defined in Section 4.3 hereof.

“Petition Date” shall have the meaning set forth in the Preliminary Statement hereto.

“Pilgrim Interests” means Pilgrim Interests, Ltd., a Texas limited partnership.

“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Post-Petition Obligations” shall mean any and all present and future indebtedness, obligations and liabilities, fixed or contingent, of the Borrower and the Guarantors to the Lenders or the DIP Agent arising on and after the date hereof under or in connection with this Agreement, the Financing Orders or the other Loan Documents or evidenced by the Notes or in connection with the Letters of Credit, including without limitation the payment of the principal of and interest on the Loans and the Reimbursement Obligations.

“Premises” means the real property owned or leased by the Borrower or any Subsidiary.

“Pre-Petition BMO Agent” shall mean Bank of Montreal, Chicago Branch, in its capacity as administrative agent under the Pre-Petition BMO Credit Agreement.

“Pre-Petition BMO Applications” means the various letter of credit applications and reimbursement agreements executed and delivered by the Borrower to various Pre-Petition BMO Lenders acting as issuers of letters of credit under the Pre-Petition BMO Credit Agreement, as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

“Pre-Petition BMO Collateral” means all collateral security for the Pre-Petition BMO Obligations which was in existence as of the Petition Date and all proceeds thereof.

“Pre-Petition BMO Credit Agreement” shall mean that certain Fourth Amended and Restated Credit Agreement dated as of February 8, 2007, by and between the Borrower, the Pre-Petition Foreign Borrowers, the several lenders and letter of credit issuers from time to time parties thereto, and Bank of Montreal, Chicago Branch, as administrative agent, as the same has from time to time been modified or amended.

“Pre-Petition BMO Credit Facilities” means the credit facilities provided under the Pre-Petition BMO Credit Agreement.

“Pre-Petition BMO Guaranty” means the Second Amended and Restated Guaranty Agreement dated as of February 8, 2007, from Pilgrim Interests to the Pre-Petition BMO Agent and the Pre-Petition BMO Lenders, as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

“Pre-Petition BMO Lenders” means the several lenders and letter of credit issuers from time to time parties to the Pre-Petition BMO Credit Agreement.

“Pre-Petition BMO Loan Documents” shall mean the Pre-Petition BMO Credit Agreement, the Pre-Petition BMO Security Documents, the Pre-Petition BMO Guaranty, the Pre-Petition BMO Reimbursement Agreement, the Pre-Petition BMO Applications, and any other security agreement, pledge agreement, deed of trust, mortgage, collateral assignment, financing statement or other instrument or agreement executed and delivered in connection therewith.

“Pre-Petition BMO Loans” shall mean the loans provided for by the Pre-Petition BMO Credit Agreement.

“Pre-Petition BMO Obligations” shall mean all the indebtedness, obligations and liabilities, fixed or contingent, of the Borrower and its Subsidiaries to the Pre-Petition BMO Lenders or the Pre-Petition BMO Agent arising under or in connection with the Pre-Petition BMO Credit Agreement or evidenced by the promissory notes issued by the Borrower thereunder or in connection with the letters of credit issued by the Pre-Petition BMO Lenders thereunder, including without limitation the payment of the principal of and interest on the Pre-Petition BMO Loans made thereunder and the Pre-Petition BMO Reimbursement Obligations and all amounts relating to interest rate protection agreements relating to any of the foregoing.

“Pre-Petition BMO Primary Collateral” means all collateral security for the Pre-Petition BMO Obligations provided under the Pre-Petition BMO Working Capital Security Agreement which was in existence as of the Petition Date and all proceeds thereof.

“Pre-Petition BMO Reimbursement Agreement” means the Reimbursement Agreement dated as of June 15, 1999, between the Borrower and Harris N.A., successor by merger to Harris Trust and Savings Bank, as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

“Pre-Petition BMO Reimbursement Obligations” shall mean the obligation of the Borrower to reimburse the issuers of letters of credit under the Pre-Petition BMO Credit Agreement, the Pre-Petition BMO Applications and the Pre-Petition BMO Reimbursement Agreement for amounts drawn under such letters of credit.

“Pre-Petition BMO Security Documents” shall mean the Pre-Petition BMO Working Capital Security Agreement, and all other security documents delivered to the Pre-Petition BMO Agent granting a Lien on Property of any Person to secure the obligations and liabilities of any Debtor or any Pre-Petition Foreign Borrower under the Pre-Petition BMO Loan Documents.

“Pre-Petition BMO Working Capital Security Agreement” means the Third Amended and Restated Security Agreement Re: Inventory and Farm Products dated as of October 13, 2008, from the Borrower to the Pre-Petition BMO Agent, as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

“Pre-Petition CoBank Agent” is defined in the definition of the term “ Pre-Petition CoBank Credit Agreement. ”

“Pre-Petition CoBank Collateral” means all collateral security for the Pre-Petition CoBank Obligations which was in existence as of the Petition Date and all proceeds thereof.

“Pre-Petition CoBank Credit Agreement” means the Amended and Restated Credit Agreement dated as of September 21, 2006, among the Borrower, CoBank, ACB, as administrative, documentation and collateral agent for the benefit of the present and future syndication parties (in its capacity as administrative agent, the “Pre-Petition CoBank Agent” ), lead arranger and book manager thereunder and as a syndication party, Farm Credit Services of America, FLCA, as co-arranger and as a syndication party, and the other syndication parties party thereto, as amended, supplemented, restated and otherwise modified from time to time (as so amended, supplemented, restated and otherwise modified from time to time).

“Pre-Petition CoBank Credit Facilities” means the credit facilities provided under the Pre-Petition CoBank Credit Agreement.

“Pre-Petition CoBank Lenders” means the several lenders from time to time parties to the Pre-Petition CoBank Credit Agreement.

“Pre-Petition CoBank Loan Documents” shall mean the Pre-Petition CoBank Credit Agreement, the Pre-Petition CoBank Security Documents and any other security agreement, pledge agreement, deed of trust, mortgage, collateral assignment, financing statement or other instrument or agreement executed and delivered in connection therewith.

“Pre-Petition CoBank Mortgages” shall mean any and all mortgages, deeds of trust, deeds to secured debt and other instruments or documents granting or creating a Lien on real property (or any interest therein) at any time delivered to the Pre-Petition CoBank Agent or any Pre-Petition CoBank Lenders to provide collateral security for any indebtedness, obligations and liabilities of the Borrower under the Pre-Petition CoBank Loan Documents.

“Pre-Petition CoBank Obligations” shall mean all the indebtedness, obligations and liabilities, fixed or contingent, of the Borrower and its Subsidiaries to the Pre-Petition CoBank Lenders or the Pre-Petition CoBank Agent arising under or in connection with the Pre-Petition CoBank Credit Agreement or evidenced by the promissory notes issued by the Borrower thereunder, including without limitation the payment of the principal of and interest on the loans and other extensions of credit made thereunder and all amounts relating to interest rate protection agreements relating to any of the foregoing.

“Pre-Petition CoBank Primary Collateral” means all collateral security for the Pre-Petition CoBank Obligations provided under the Pre-Petition CoBank Mortgages and the Pre-Petition CoBank Security Agreement which was in existence as of the Petition Date and all proceeds thereof.

“Pre-Petition CoBank Security Agreement” shall mean the Amended and Restated Security and Pledge Agreement dated as of September 21, 2006, from the Borrower to the Pre-Petition CoBank Agent, as the same may be supplemented, amended, restated or otherwise modified from time to time and any agreement entered into in substitution therefor or replacement thereof.

“Pre-Petition CoBank Security Documents” shall mean the Pre-Petition CoBank Security Agreement, the Pre-Petition CoBank Mortgages and all other security documents delive