WAIVER AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT

THIS WAIVER AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (the “ Agreement ”) is made and entered into as of this 30th day of November, 2008 (the “ Effective Date ”), by and among AVÍCOLA PILGRIM’S PRIDE DE MÉXICO, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of the United Mexican States (the “ Borrower ”), PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the “ Parent ”), THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, the several banks and other financial institutions parties hereto which constitute Majority Lenders, and ING CAPITAL LLC, as lead arranger and as administrative agent for the Lenders.

A.   Borrower, Guarantors, Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of September 25, 2006 (as amended, modified or supplemented from time to time, the “ Credit Agreement ”), pursuant to which Lenders agreed to make loans to Borrower from time to time subject to the terms and conditions set forth therein.  Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.

B.   Borrower has advised the Administrative Agent and the Lenders that (i) Parent has determined to file a case (the “ Bankruptcy Filing ”) under Title 11 of the United States Code with a U.S. Bankruptcy Court (the “ Bankruptcy Court ”), and if such Bankruptcy Filing occurs, an Event of Default will occur under Section 7.1(g) of the Credit Agreement (the “ Bankruptcy Event ”), and (ii) Parent has defaulted as of the date hereof, or will default during the Bankruptcy Filing, in the payment of principal or interest, beyond the applicable period of grace, with respect to Indebtedness of the Parent in an aggregate principal amount greater than US$20,000,000, and if such payment default occurs, an Event of Default will occur under Section 7.1(f) of Credit Agreement (the “ Payment Event ”; the Payment Event, and the Bankruptcy Event shall be collectively referred to hereinafter as the “ Credit Events ”).

C.   As a result of the occurrence of the Credit Events, Lenders would have no obligation to make additional Revolving Loans under the Credit Agreement, and Administrative Agent would have the full legal right to exercise its rights and remedies under the Credit Agreement and the Loan Documents.  Such rights and remedies include, but are not limited to, the right to accelerate the Obligations and the right to exercise its remedies under the Collateral Documents.

D.   Borrower has requested the Administrative Agent and Majority Lenders, for the Waiver Period (defined below), to continue to make Loans (if available) and waive any Events of Default arising from the Credits Events.

E.   Administrative Agent and Majority Lenders are willing, for the Waiver Period (defined below), to continue to make certain Loans (if available) to Borrower and to waive any Events of Default arising from the Credit Events, subject to the terms and conditions of this Agreement.

In consideration of the Recitals and of the mutual promises and covenants contained herein, Administrative Agent, Majority Lenders and Borrower agree as follows:

1.   Waiver .  During the period commencing on the date of a Bankruptcy Filing and ending on the earlier of the Waiver Termination Date (defined below) and the date that any Waiver Default (defined below) occurs (the “ Waiver Period ”), and subject to the other terms and conditions of this Agreement, Administrative Agent and Majority Lenders agree that they hereby waive any Default or Event of Default arising under the Credit Agreement and the Loan Documents by reason of the Credit Events and agree that they will waive their rights and remedies that arise upon the occurrence of a Default or an Event of Default under the Credit Agreement and the Loan Documents by reason of the Credit Events (the “ Waiver ”), including, without limitation, waiving the right to (a) initiate judicial proceedings for the collection of the Obligations, (b) initiate any judicial enforcement action for the repossession and sale of the collateral as set forth in the Loan Documents or (c) apply default interest to the Obligations in accordance with Section 2.5(e) of the Credit Agreement.  Upon the expiration or termination of the Waiver Period, the Waiver shall automatically terminate and Administrative Agent and the Lenders shall be entitled to exercise any and all of their rights and remedies under this Agreement, the Credit Agreement and/or the Loan Documents without further notice, subject to the terms of the Loan Documents.  Borrower agrees that neither Administrative Agent nor any Lender shall have any obligation to extend the Waiver Period.  “ Waiver Termination Date ” shall mean the date that Parent exits any Insolvency Proceeding.

2.   Amendments to Credit Agreement .  To induce Administrative Agent and the Lenders to enter into this Agreement, and as separately bargained-for consideration, each of Borrower and the Guarantors agree to the following amendments to the Credit Agreement:

(a)   Amendment to Definitions .

(i)   The definitions of “Applicable Margin”, “Change of Control”, “Eligible Assignee”, “Loan Documents,” “Material Adverse Effect,” “Pledge Agreement”  and “Pledgors” contained in Section 1.1 of the Credit Agreement are hereby amended and restated to read in their entirety as follows:

“ Applicable Margin ” shall mean:

(i)           prior to the Parent Exit, the percentage set forth below for the applicable type of Loan:

 (ii)           from and after the Parent Exit, the Applicable Margin for each of the LIBOR Loans and the Base Rate Loans shall be 0.375% higher than the highest applicable interest rate margin (in a pricing grid or otherwise) under the Replacement Loan Facility and the Applicable Margin for Peso Revolving Loans shall be 0.20% less than the Applicable Margin for LIBOR Loans hereunder.

“ Change of Control ” shall mean such time as:

(a)           any merger or consolidation of Borrower with or into any other Person or the merger of another Person into the Borrower with the effect that immediately after such transaction the Person or Persons who held Voting Stock in Borrower immediately prior to such transaction shall hold less than 100% of the total voting power of the Voting Stock generally entitled to vote in the election of directors, managers or trustees of the Person surviving such merger or consolidation; or

(b)           any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) is consummated with respect to all or substantially all of the assets of the Borrower to any Person or group of Persons (other than in compliance with the provisions hereof); or

(c)           Parent or its Subsidiaries shall cease to own, directly or indirectly, all of the Voting Stock of Borrower; or

(d)           any liquidation or dissolution of Borrower; or

(e)           after the Parent Exit, any “Change of Control” (as such term, or similar term, is defined in the Replacement Loan Facility) shall occur;

provided that, notwithstanding anything to the contrary contained herein, no Change of Control shall be deemed to have occurred as a result of any action permitted by Sections 6.10 (other than Section 6.10(d) and 6.10(e)) and 6.11, so long as, the Parent and/or a Subsidiary of the Parent shall own all of the Voting Stock of the Borrower.

“ Eligible Assignee ” shall mean, with respect to any assignments by the Lenders, (a) a Mexican Financial Institution, or (b) unless such registration with Hacienda no longer enables them to have a reduced withholding tax:  (i) a financial institution registered with Hacienda for purposes of Section I of Article 195 or Section II of Article 196 of the Mexican Income Tax Law (or any successor or replacement thereof), or (ii) a Person so registered with Hacienda that is primarily engaged in the business of commercial banking and that is:  (A) a Subsidiary of a Lender, (B) a Subsidiary of a Person of which a Lender is a Subsidiary or (C) a Person of which a Lender is a Subsidiary.  In any event, an Eligible Assignee shall be headquartered in Mexico or a country that has a treaty with Mexico that limits withholding in Mexico for financial institutions registered with Hacienda to a rate no greater than 4.9%.

“ Loan Documents ” shall mean the collective reference to this Agreement, the Notes, the Collateral Documents, any Lender Hedging Agreements, and any other agreements, documents and instruments executed and delivered in connection with the transactions contemplated hereby and thereby.

“ Material Adverse Effect ” shall mean any of ( a ) a material adverse change in, or a material adverse effect upon the condition (financial or otherwise), business, properties, or results of operations of (i) the Borrower and its Subsidiaries who are Loan Parties, taken as a whole, or (ii) Parent and its Subsidiaries, taken as a whole, ( b ) a material adverse change in the ability of (i) the Borrower and the Loan Parties, taken as a whole or (ii) the Loan Parties, taken as a whole, to fulfill any of their obligations under this Agreement or any of the other Loan Documents or ( c ) a material adverse effect upon the legality, validity, binding effect or enforceability of any Loan Document (other than the Parent Guaranty) or the rights or remedies of the Administrative Agent or the Lenders thereunder; provided, however, that the existence of the Credit Events shall not be taken into account in determining whether there has been or will be, a Material Adverse Effect under clauses (a) or (b) of this definition.”

“ Pledge Agreement ” shall mean, collectively, those certain Pledge Agreements by each of Parent, Borrower and Pledgors in favor of Administrative Agent, as the same may be amended, restated or otherwise modified from time to time, over the equity interests representing the equity capital of all Guarantors (other than Parent).

“ Pledgors ” shall mean each of (i) POPPSA 4, LLC, (ii) POPPSA 3, LLC, (iii) Pilgrim’s Pride, S. de R.L. de C.V., (iv) Incubadora Hidalgo, S. de R.L. de C.V., (iv) Grupo Pilgrim´s Pride Funding Holdings, S de R.L. de C.V., (vi) Carnes y Productos Avícolas de México, S de R.L. de C.V., (vii) Borrower and (viii) any Successor Person to a Pledgor that becomes bound by a Pledge Agreement pursuant to Section 5.12.

(ii)   The definition of “ Permitted Liens ” shall be amended by the addition of a new subsection (p) as follows:

“(p)           any liens securing the Obligations.”

(iii)   The following definitions are added to Section 1.1 of the Credit Agreement in their proper alphabetical order to read as follows:

“ Bankruptcy Filing ” shall have the meaning set forth in the Second Amendment.

“ Credit Events ” shall have the meaning set forth in the Second Amendment.

“ Collateral Document ” shall mean, collectively, the Pledge Agreement, Security Agreement, Mortgage, and any other agreements, documents and instruments which secure the Obligations.

“ DIP Loan Agreement ” shall mean that certain Post-Petition Credit Agreement, dated on or about December 1, 2008, by and among Parent, various Subsidiaries of Parent, Bank of Montreal as Agent and various lenders, as such agreement may be amended, modified, supplemented or restated from time to time.

“ Gallina ” shall mean Gallina Pesada S.A. de C.V.

“ Mortgage ” shall mean, collectively, the Mortgage Agreements executed by Borrower or any Guarantor in favor of Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

“ Parent Exit ” shall mean when Parent is no longer in an Insolvency Proceeding as a result of the Bankruptcy Filing (including, without limitation, as a result of any dismissal of or emergence from such proceeding).

“ Prepayment Event ” shall mean (a) any Asset Sale described in Sections 6.10(c), 6.10(d)(iii) or 6.10(g), (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceedings of, any property or asset of the Borrower or any Subsidiary, (c) the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness not permitted under Section 6.8, or (d) receipt of cash equity by Borrower or any of its Subsidiaries from any Peron other than Borrower and its Subsidiaries who are Loan Parties.

“ Replacement Loan Facility ” shall mean any credit agreement pursuant to which any Indebtedness of the Parent is issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Indebtedness owing under the DIP Loan Agreement.

“ Reporting Date ” means, with respect to any, month the date occurring the number of days after the last day of such month set forth below opposite such month:

“ Second Amendment ” shall mean that certain Wavier Agreement and Second Amendment to Credit Agreement dated November 30, 2008 by and among Borrower, Parent, Administrative Agent and Majority Lenders.

“ Security Agreement ” shall mean, collectively, (i) those certain Pledge Agreements Without the Transfer of Possession executed and delivered by Borrower or any Guarantor (organized under the laws of Mexico) in favor of Administrative Agent, as the same may be amended, restated or otherwise modified from time to time and (ii) the Security Agreement executed and delivered by POPPSA 3, LLC, POPPSA 4, LLC, and Pilgrim’s Pride, LLC, in favor of Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

“ Waiver Period ” shall have the meaning set forth in the Second Amendment.

(b)   Amendment to Section 2.3 .  Section 2.3 of the Credit Agreement is hereby amended in its entirety to read as follows:

“Section 2.3                                 Repayment .  The principal of the Revolving Loans of each Lender shall be payable in full on the Final Maturity Date.”

(c)   Amendment to Section 2.4(b) .  Section 2.4(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(b)                  Mandatory Prepayments .

(i)           If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (a) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties in excess of US$2,500,000 (“ $2,500,000 Threshold ”) during any fiscal year in accordance with this Section 2.4(b) within five (5) Business Days of receipt of such Net Cash Proceeds and the Revolving Loan Commitment shall be permanently reduced by an amount equal to such Net Cash Proceeds in excess of US$2,500,000; provided that, after the $2,500,000 Threshold has been reached, there shall be no prepayment or Revolving Loan Commitment reduction requirement for any Prepayment Event described in this Section 2.4(b)(i) if the Net Cash Proceeds resulting therefrom are less than $200,000; provided further that, the Borrower shall not be required to prepay the Revolving Loans as a result of an Asset Sale permitted under Section 6.10(c), if, with respect to any Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties from such Asset Sale, (x) the Borrower or one of the Subsidiary Loan Parties uses such Net Cash Proceeds to replace the affected property or asset, (y) the Borrower or a Subsidiary Loan Party enters into a contract for such replacement within 120 days of the Prepayment Event, and (z) such repair or replacement is effected within 360 days of the Prepayment Event.

(ii)           If on any date the Borrower or any of the Subsidiary Loan Parties shall receive Net Cash Proceeds from any Prepayment Event described in clause (b) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower in excess of US$500,000 during any fiscal year which shall be applied to prepay the Revolving Loans in accordance with this Section 2.4(b) within five (5) Business Days; provided that the Borrower shall not be required to prepay the Revolving Loans as a result of such Prepayment Event, if, with respect to any Net Cash Proceeds received by the Borrower and the Subsidiary Loan Parties from such Prepayment Events, (x) the Borrower or one of the Subsidiary Loan Parties uses such Net Cash Proceeds to repair or replace the affected property or asset, (y) the Borrower or a Subsidiary Loan Party enters into a contract for such repair or replacement within 120 days of the Prepayment Event, and (z) such repair or replacement is effected within 360 days of the Prepayment Event, and if such repair or replacement is not so contracted for or effected at the end of such 120 or 360 day period, as applicable, such Net Cash Proceeds shall be applied within five (5) Business Days of the end of such period to prepay the Revolving Loans in accordance with this Section 2.4(b) and the Revolving Loan Commitment shall be permanently reduced by an amount equal to such Net Cash Proceeds in excess of US$500,000.

(iii)           If on any date the Borrower shall receive Net Cash Proceeds from any Prepayment Event described in clause (c) or (d) of the definition thereof, the Borrower shall make a prepayment of the Revolving Loans in an aggregate amount equal to 100% of such Net Cash Proceeds received by Borrower which shall be applied to prepay the Revolving Loans in accordance with this Section 2.4(b) within five (5) Business Days and permanently reduce the Revolving Loan Commitment.

(iv)           Amounts to be applied in connection with prepayments made pursuant to clauses (i)-(iii) of this Section 2.4(b) shall be applied to prepay the Revolving Loans, on a pro rata basis.

(v)           Pending the final application of any such Net Cash Proceeds in accordance with this Section 2.4 , the Borrower and its Subsidiaries may temporarily invest such Net Cash Proceeds in any manner that is not prohibited by this Agreement.”

(d)   Amendment to Sections 2.12(e) and (g) .  Sections 2.12(e) and (g) of the Credit Agreement are hereby amended in their entirety to read as follows:

“(e)           If the Borrower is required to pay any amount to any Person pursuant to either paragraph (b) or (c) in an amount greater than would otherwise be applicable if such Person is registered with the Hacienda, then such Person shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office or other relevant office so as to eliminate any such additional payment by the Borrower that may thereafter accrue, if such change (in the sole judgment of such Person) is not otherwise disadvantageous to such Person and shall cooperate with the Borrower to recover any contested amount.

(g)           The Lender sh