Third Amendment To Amended and Restated Post-Petition Credit Agreement

This Third Amendment to Amended and Restated Post-Petition Credit Agreement (herein, the “Amendment” ) is entered into as of July 15, 2009, 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 party to this Amendment and To-Ricos, Ltd., a Bermuda company ( “To-Ricos” ) and To-Ricos Distribution, Ltd., a Bermuda company ( “To-Ricos Distribution” ), as Guarantors, each as debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the Lenders party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch,  as DIP Agent for the Lenders.

A.The Borrower, the Guarantors from time to time parties thereto, the Lenders and the DIP Agent are parties to that certain Amended and Restated Post-Petition Credit Agreement dated as of December 31, 2008, as heretofore amended (the “Credit Agreement” ).  All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B.The Borrower and the Required Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth in this Amendment.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Upon satisfaction of all of the conditions precedent specified in Section 2 hereof the Credit Agreement shall be amended as follows:

Section 1.1. Section 4.3 of the Credit Agreement shall be amended by adding the following sentence thereto as the last sentence thereof:

“The Collection Accounts may consist of deposit accounts maintained by the Debtors with the DIP Agent or any affiliate thereof that are fully insured by the Federal Deposit Insurance Corporation, Pledged Deposit Accounts and Pledged Government Securities Accounts.”

Section 1.2. Section 4.4(a) of the Credit Agreement shall be amended by adding the following sentence thereto as the last sentence thereof:

“The Cash Collateral Accounts may consist of deposit accounts maintained by the Debtors with the DIP Agent or any affiliates thereof that are fully insured by the Federal Deposit Insurance Corporation, Pledged Deposit Accounts and Pledged Government Securities Accounts.”

Section 1.3. Section 5.1 of the Credit Agreement shall be amended by adding the following definitions thereto in alphabetical order:

“Customer Hedging Contracts” commodity hedging arrangements entered into at the request or direction of a customer or with the prior written approval of the Required Lenders in each case with financial institutions or on a recognized commodity exchange in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes.

“Permitted Hedging Contracts” means any forward contract, futures contract, options contract and other similar agreements relating to feed ingredients used by the Borrower and its Subsidiaries in their business (other than Customer Hedging Contracts) that satisfies each of the following requirements: (a) it is traded on a recognized commodity exchange, (b) it is held in a commodity account maintained by the Borrower with a futures commission merchant that is a Lender, an Affiliate of a Lender or a commodities broker or financial institution reasonably acceptable to the DIP Agent in each case that is subject to a commodity account control agreement satisfactory in form and substance to the DIP Agent among the Borrower, such futures commission merchant and the DIP Agent, (c) the expiration date of such contract is no later than the later of (i) March 21, 2010, or (ii) such later date as the DIP Agent shall agree in writing, (d) on the trade date of such contract, the Borrower and its Subsidiaries do not have open  forward, futures or options positions in the subject commodity (excluding open positions under Customer Hedging Contracts) in excess of fifty percent (50%) of the Borrower's expected usage of such commodity in the ordinary course of business of the Borrower and its Subsidiaries for the period beginning on such trade date and ending on the expiration date of such contract, (e) it has been approved in accordance with the Borrower's commodity price risk management guidelines, and (f) it is entered into in the ordinary course of business to protect the Borrower and its Subsidiaries against fluctuations in the price of such feed ingredients and not for speculative purposes.

“Pledged Deposit Account” means an interest bearing deposit account that (a) is maintained by the Borrower with an institution located in the United States of America that is acceptable to the DIP Agent, (b) is fully insured by the Federal Deposit Insurance Corporation without limit as to the amount of such insurance, and (c) is subject to the terms of a deposit account control agreement satisfactory in form and substance to the DIP Agent among the Borrower, the DIP Agent and such institution.

“Pledged Government Securities Account” means a securities account that (a) is maintained by the Borrower with the DIP Agent, an affiliate of the DIP Agent or a securities intermediary located in the United States of America that is acceptable to the DIP Agent, (b) is subject to a securities account control agreement satisfactory in form and substance to the DIP Agent among the DIP Agent, the Borrower and the securities intermediary, and (c) contains no investments except investments permitted by Section 8.9(a) and (b) hereof.

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