PILGRIM'S PRIDE CORPORATION LIMITED DURATION WAIVER AGREEMENT

This Limited Duration Waiver Agreement (herein, the “Agreement” ) is made as of September 26, 2008, by and among Pilgrim’s Pride Corporation, a Delaware corporation (the “Company” ), To-Ricos, Ltd., a Bermuda company ( “To-Ricos” ), To-Ricos Distribution, Ltd., a Bermuda company ( “To-Ricos Distribution” ; and together with To-Ricos, the “Foreign Borrowers” ; the Company and the Foreign Borrowers collectively, the “Borrowers” and individually, a “Borrower” ),   the Banks party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as administrative agent for the Banks (the “Agent” ).

A.The Banks currently extend credit to the Borrowers on the terms and conditions set forth in that certain Fourth Amended and Restated Secured Credit Agreement dated as of February 8, 2007, as amended, by and among the Borrowers, the Banks, and the Agent (the “Credit Agreement” ).

B.The Company has informed the banks that the Company expects it will not be in compliance with Section 7.12 (Fixed Charge Coverage Ratio) of the Credit Agreement as of September 27, 2008 (such instance of noncompliance being hereinafter referred to as the “Subject Default” ).

C.The Company has requested that the Required Banks waive the Subject Default during the period ending October 28, 2008, and the Required Banks are willing to do so subject to the terms and conditions contained in this Agreement.

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

1. Incorporation of Recitals; Defined Terms.   The Borrowers acknowledge that the Recitals set forth above are true and correct in all material respects.  The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference.  All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

2. Amounts Owing .  The Borrowers acknowledge and agree that the principal amount of Loans, Reimbursement Obligations and L/Cs as of September 25, 2008, is $291,768,843 ($0 in Bid Loans, $155,500,000 in Revolving Credit Loans, $25,000,000 in Swing Loans, $0 in Bond Reimbursement Obligations, $25,239,727 in the Bond L/C, $0 in Reimbursement Obligations, and $86,029,116 in L/Cs), and such amount (together with interest and fees thereon) is justly and truly owing by the Borrowers without defense, offset or counterclaim.  

3. Limited Duration Waiver .  Subject to the terms and conditions contained in this Agreement, the Required Banks waive the Subject Default but only for the period (the “Waiver Period” ) beginning September 28, 2008, and ending on October 28, 2008 (the “Scheduled Waiver Expiration Date” ).  The foregoing waiver shall become null and void on the Scheduled Waiver Expiration Date and from and after the Scheduled Waiver Expiration Date the Agent and the Banks shall have all rights and remedies available to them as a result of the occurrence of the Subject Default as though this waiver had never been granted.

4. Additional Agreements.   The Borrower further agrees that:  

(a)The Agent (or its counsel) shall have the right to engage on behalf of the Banks a financial advisor, selected by the Agent and acceptable to the Required Banks, to review, evaluate and advise the Agent and the Banks as to the reports, analyses and cash flow forecasts and other materials prepared by the Company’s financial consultants relating to the financial condition, operating performance, and business prospects of the Company and its Subsidiaries and to perform such other information gathering or evaluation acts as may be reasonably requested by the Agent, and the reasonable costs and expenses of such financial advisor shall be borne by the Company and constitute part of the Company’s obligations outstanding under the Credit Agreement.  The Company shall take reasonable steps to make available to such financial advisor and its representatives such information respecting the financial condition, operating performance, and business prospects of the Company and its Subsidiaries as may be reasonably requested and shall make the Company’s financial consultants, officers, employees, and independent public accountants available with reasonable prior notice to discuss such information with such financial advisor and its representatives.

(b)The Company shall provide to the Agent and the Banks a 13-week cash flow forecast (the “Forecast” ) showing projected cash receipts and cash disbursements of the Company and its Subsidiaries over the following 13-week period, together with a reconciliation of actual cash receipts and cash disbursements of the Company and its Subsidiaries from the prior week against the cash flow forecast previously furnished to the Agent and the Banks and showing any deviations on a cumulative basis), prepared by the Company and in form and substance, and with such detail, as the Agent may request.  The first Forecast after the date hereof shall be provided to the Agent and the Banks no later than 5:00 p.m., Central time, on Monday, October 6, 2008.  Thereafter, each Forecast shall be provided to the Agent and the Banks no later than 5:00 p.m., Central time, on Wednesday of each week (beginning October 15, 2008).

(c)During the Waiver Period, unless approved by the Required Banks and the requisite number of lenders under the CoBank Credit Agreement, the Borrower shall have at all times undrawn commitments under the Credit Agreement and the Amended and Restated Credit Agreement dated as of September 21, 2006, among the Company, CoBank, ACB, as Administrative, Documentation and Collateral Agent for the benefit of the present and future Syndication Parties and as a Syndication Party, Lead Arranger and Book Manager thereunder ( “CoBank” ), 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, the “CoBank Credit Agreement” ) in an aggregate amount not less than $100,000,000.

(d)No later than October 13, 2008, the Company shall grant to the Agent for the benefit of the Banks a valid, enforceable, first priority security interest in all of its present and future accounts (as defined in the Uniform Commercial Code of the State of Illinois) and payment intangibles   and related property and the proceeds thereof (other than Receivables (as defined in the Receivables Purchase Agreement) that have been transferred to a Receivables Securitization Program, but including Receivables that have not been transferred to a Receivables Securitization Program and Receivables that have been reconveyed to the Company by a Receivables Securitization Program) pursuant to documentation acceptable in form and substance to the Agent as additional collateral for the Borrower’s indebtedness, obligations and liabilities currently secured by the Security Agreement, provided that such security interest and the documentation pursuant to which it is granted shall not interfere or limit in any way the Company’s ability to sell its accounts receivable  pursuant to its Receivables Securitization Program or cause the Company to violate the terms of the Receivables Securitization Program.  The Company shall pay all taxes, costs, and expenses incurred by the Agent in obtaining and perfecting such security interests and shall supply to the Agent at the Company’s cost and expense such board resolutions and other instruments, documents, certificates, and opinions reasonably required by the Agent in connection therewith.

(e)The Required Banks hereby agree that any Receivables sold by the Company pursuant to a Receivables Securitization Program are not and will not be subject to any security interest granted by the Company to the Agent and do not constitute part of the collateral security for the Company’s indebtedness, obligations and liabilities to Agent and the Banks, unless and until such Receivables are reconveyed or otherwise reacquired by the Company.

(f)No later than the 14th day after the date the CoBank Intercreditor Agreement (as defined below) is executed and delivered by the parties thereto, the Company shall grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of the collateral securing the CoBank Credit Agreement (the “CoBank Collateral” ), including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust (other than IRB Collateral (as defined below)), subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as defined in the CoBank Credit Agreement).  In the case of any CoBank Collateral that is subject or requires a consent or an approval by any person in respect of any industrial revenue bonds, notes, debentures or similar instruments issued by a governmental entity (the “IRB Collateral” ), the Company shall use its reasonable best efforts to, as soon as reasonably practical, grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of such IRB Collateral securing the CoBank Credit Agreement, including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust on such IRB Collateral, subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as defined in the CoBank Credit Agreement).  The Company shall pay all taxes, costs, and expenses incurred by the Agent in obtaining and perfecting such security interests and shall supply to the Agent at the Company’s cost and expense such board resolutions and other instruments, documents, certificates, and opinions reasonably required by the Agent in connection therewith.

(g)During the Waiver Period the Company shall obtain loans under the Credit Agreement and the CoBank Credit Agreement, and shall repay loans under the Credit Agreement and the CoBank Credit Agreement, only on a pro rata basis, determined on the basis of the undrawn amount of the commitments under each of the two credit agreements at the close of business in Chicago, Illinois, on September 24, 2008, as stated in Section 8(f) hereof.

(h)No later than October 24, 2008, the Company’s senior management and its financial advisors shall meet with the Agent and the Banks and their financial advisors to discuss the Company’s business and financial affairs and such matters as the Banks or the Agent may request.

(i)The Required Banks hereby consent to the granting by the Company to CoBank, as agent under the CoBank Credit Agreement, of a security interest in all Collateral granted to the Agent pursuant to the Security Agreement and Section 4(d) of this Agreement, provided that such security interest shall be subject and subordinate to the Agent’s security interests therein pursuant to an intercreditor agreement that provides, among other things, that all of the subordinated liens and security interests granted by the Company to the parties thereto may not be enforced without the approval of the holder of the senior liens and security interests in the same property and that shall otherwise be acceptable in form and substance to the Agent, between the Agent and CoBank, as agent under the CoBank Credit Agreement (the “CoBank Intercreditor Agreement” ).

5. Waiver Termination .  As used in this Agreement, “Waiver Termination” shall mean the occurrence of the Scheduled Waiver Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Potential Default or Event of Default under the Credit Agreement