of the Loans and other obligations arising under this Agreement and the Notes or
to exercise the rights and remedies in Article V or (b) limit the terms of the
Intercreditor Agreement.
Section 6.12 Nature of Obligations. The Term Loan made on the Effective Date
constitutes the June 2011 Plan Sponsor Subordinated Indebtedness, the Term Loan,
if ever, made following the Trigger Event constitutes the Supplemental June 2011
Plan Sponsor Subordinated Indebtedness and the Indebtedness incurred by Borrower
pursuant to Article IV constitutes Plan Sponsor Subordinated Indebtedness. The
incurrence of the Term Loan and the issuance of the Mayflower L/C (but not the
reimbursement obligation of the Borrower in respect of an L/C Disbursement) are
subject to the requirements of Section 6.01(x) of the Exit Facility.
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
Borrower: PILGRIM'S PRIDE CORPORATION By:
/s/ William W. Lovette
Name: William W. Lovette
Title: President and Chief Executive Officer
Lender: JBS USA HOLDINGS, INC. By:
/s/ Dennis Roerty
Name: Dennis Roerty
Title: Treasurer
Signature Page to Subordinated Loan Agreement
EXHIBIT A
to Subordinated Loan Agreement
THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE, IN
THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO
TIME, THE "INTERCREDITOR AGREEMENT"), DATED AS OF JUNE 23, 2011, AMONG PILGRIM'S
PRIDE CORPORATION, TO-RICOS, LTD. AND TO-RICOS DISTRIBUTION, LTD. (COLLECTIVELY
THE "BORROWERS"), JBS USA HOLDINGS, INC., AS SUBORDINATED LENDER, COBANK, ACB,
AS ADMINISTRATIVE AGENT (THE "SENIOR AGENT"), AND CERTAIN OTHER PERSONS TO THE
INDEBTEDNESS (INCLUDING INTEREST) OWING BY THE LOAN PARTIES PURSUANT TO THAT
CERTAIN CREDIT AGREEMENT, DATED AS OF DECEMBER 28, 2009, AS AMENDED, AMONG THE
BORROWERS, THE SENIOR AGENT, THE LENDERS FROM TIME TO TIME PARTY THERETO AND
CERTAIN OTHER LOAN PARTIES AND AGENTS THAT ARE PARTIES THERETO, AS SUCH CREDIT
AGREEMENT AND THE INDEBTEDNESS OUTSTANDING THEREUNDER MAY BE AMENDED,
SUPPLEMENTED, RESTATED, EXTENDED, REPLACED, RENEWED, REFINANCED OR OTHERWISE
MODIFIED OR REFINANCED FROM TIME TO TIME. IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF THE INTERCREDITOR AGREEMENT AND THE TERMS OF THIS NOTE, THE TERMS
OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS NOTE IS REGISTERED
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.
PROMISSORY NOTE
$
Greeley, Colorado
June [
], 2011
FOR VALUE RECEIVED, the undersigned, Pilgrim's Pride Corporation ("Maker"),
promises to pay to the order of JBS USA HOLDINGS, INC. ("Payee"), at its address
referenced in Section 8(e), or at such other place as Payee may from time to
time designate by written notice to Maker, in lawful