Exhibit 10.2
[EXECUTION COPY]
THIS AGREEMENT 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 "LOAN PARTIES"), 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 AGREEMENT, THE
TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
SUBORDINATED LOAN AGREEMENT
dated as of
June 23, 2011
between
PILGRIM'S PRIDE CORPORATION,
as Borrower
and
JBS USA HOLDINGS, INC.,
as Lender
SUBORDINATED LOAN AGREEMENT (this "Agreement") dated as of June 23, 2011 between
PILGRIM'S PRIDE CORPORATION, a Delaware corporation (the "Borrower"), and JBS
USA HOLDINGS, INC., a Delaware corporation (the "Lender").
The parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.1 Defined Terms. Terms used herein but not otherwise defined herein
shall have the meaning set forth in the Exit Facility. As used in this
Agreement, the following terms have the meanings specified below:
"Borrower" has the meaning set forth in the introductory paragraph hereto.
"Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City or Denver, Colorado are authorized or
required by law to remain closed.
"Commitment" means the commitment of the Lender to make Term Loans hereunder.
The maximum amount of the Commitment is the original principal balance of
$100,000,000 (without giving effect to any reimbursement obligation incurred in
connection with any L/C Disbursement).
"Default" means any event or condition which constitutes an Event of Default or
which upon notice, lapse of time or both would, unless cured or waived, become
an Event of Default.
"Dollars" or "$" refers to lawful money of the United States of America.
"Effective Date" means the date on which the conditions specified in Section 3.1
are satisfied.
"Event of Default" has the meaning assigned to such term in Article V.
"Exit Facility" means that certain Credit Agreement, dated as of December 28,
2009, by and among Borrower, To-Ricos, Ltd., a Bermuda company, To-Ricos
Distribution, Ltd., a Bermuda company, the other Loan Parties party thereto, the
lenders party thereto, the Administrative Agent, and the other agents party
thereto, as amended, supplemented, modified, extended, restated, replaced,
renewed or refinanced from time