EXHIBIT 99.6
EXHIBIT 1.1(d)
ENVIRONMENTAL LICENSE AGREEMENT
THIS AGREEMENT, by and between CONAGRA FOODS, INC. ("ConAgra"), a
Delaware corporation, and PILGRIM'S PRIDE CORPORATION, a Delaware corporation
("Buyer") is made and entered into as of this ____ day of _________, 2003, upon
the following terms and agreement of the parties:
WHEREAS, on the date hereof, Pilgrim's acquired from ConAgra certain
operations located at 0000 Xx. Xxxxx, Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx Xxxxxx,
Xxxxxxxx, including a poultry processing facility, feedmill and two hatcheries
("Poultry Operations").
WHEREAS, ConAgra retained and continues to operate on real estate
adjacent to the Poultry Operations a xxxx plant (the "Xxxx Plant"), and an
industrial wastewater pre-treatment facility (the "Facility"). The Facility
provides wastewater collection, pre-treatment and discharge of industrial
wastewater to the Batesville POTW. The Facility currently operates pursuant to
Industrial Wastewater Discharge Permit No. 003 (the "Permit") issued by the
Batesville Utility Commission.
WHEREAS, the Facility provides wastewater treatment for both the Xxxx
Plant and the Poultry Operations.
WHEREAS, ConAgra and Buyer desire to agree to terms and conditions upon
which ConAgra will provide wastewater collection, treatment and disposal service
to the Poultry Operations and Buyer will pay ConAgra for such services.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, ConAgra and Buyer agree as follows:
1. ConAgra shall operate and maintain the Facility in such manner as
ConAgra deems appropriate, provided that ConAgra shall comply with all
applicable laws, regulations or orders of any governmental authorities in
operating the Facility, and provided further that ConAgra shall accept for
treatment and disposal all wastewater from the Poultry Operations subject to the
terms and conditions set forth herein.
2. ConAgra understands and agrees that Buyer shall have the right
during the term of this Agreement to discharge an average daily flow of up to
900,000 gallons per day of wastewater from the Poultry Operations into the
Facility, or discharge of the same average daily flow as calculated over the
past six months, whichever is greater, and ConAgra shall accept, treat and
dispose of all or any part of the wastewater discharge from the Poultry
Operations, up to 900,000 gallons per day, or discharge of the same average
daily flow as calculated over the past six months, whichever is greater, subject
to the terms and conditions set forth in this Agreement.
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3. Buyer shall pay ConAgra for the services provided herein, on a
monthly basis, at the rate of $54,000 per month. Payment shall be made within
fifteen (15) days of the last business day of each month during the term of this
Agreement.
4. ConAgra's obligations hereunder are contingent upon the Poultry
Operations maintaining the same quality and quantity of its wastewater discharge
to the Facility at its current operational levels and limits.
5. The Poultry Operations' wastewater discharge may be monitored for
the above-referenced parameters at the following indicated frequency:
PARAMETER MEASUREMENT LOCATION FREQUENCY SAMPLE TYPE
--------- -------------------- --------- -----------
Flow (gpd) Incoming Water Meter for Continuous Meter
Each Operations Location
pH (SU) Deep Raw Water Pit at Facility Randomly Grab
BOD Deep Raw Water Pit at Facility Randomly 24-hr Composite
TSS Deep Raw Water Pit at Facility Randomly 24-hr Composite
Oil and Grease (mg/1) Deep Raw Water Pit at Facility Randomly Grab
Temperature (oF) Deep Raw Water Pit at Facility Randomly Grab
All handling and preservation of collected samples and laboratory
analyses of samples shall be performed in accordance with 40 CFR Part 136 and
amendments thereto unless specified otherwise in the monitoring conditions of
the Permit. All monitoring results shall be available to ConAgra on a daily
basis. All monitoring results shall be summarized and reported monthly. The
reports are due on the 10th day of each month.
6. ConAgra shall obtain and maintain all permits, licenses and
approvals required by all appropriate governmental authorities pertaining to the
operations of the Facility, in accordance with all applicable regulations and
standards imposed by such authorities.
7. ConAgra agrees to maintain and operate all components of the
Facility, including the Facility's pumps, pipes, and other equipment necessary
to provide pretreatment of industrial wastewater from the Poultry Operations at
the Facility, at the level or standard necessary to comply with its operating
permits and licenses.
8. If at any time any order, rule or regulation of any governmental
authority shall terminate, interrupt or otherwise interfere with ConAgra's
ability to accept, or if ConAgra shall be unable for any reason whatsoever
(whether within or beyond the control of ConAgra), to accept, for immediate
treatment and disposal at the Facility, all or any part of the Poultry
Operations' wastewater discharges, then ConAgra shall have the option, in its
sole discretion, to shut down or abandon the Facility or dispose of wastewater
from the Xxxx Plant in an alternate
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way. In such event, Buyer shall have the option, at its sole cost and expense,
and without any liability on the part of ConAgra in any manner whatsoever, to
make any repairs or improvements necessary to continue or resume authorized
wastewater treatment services at the Facility or to treat and dispose of
wastewater discharges from the Poultry Operations in an alternate manner.
9. ConAgra shall pay all normal and routine maintenance costs in
connection with operation of the Facility. However, in the event during the term
of this Agreement any capital expenditure is required to continue to provide the
wastewater treatment services provided for in this Agreement, then ConAgra will
provide Buyer with an estimate of these capital expenditures and, in the event
Buyer agrees to pay its proportionate share (50%) of such capital expenditures,
then ConAgra will make such necessary capital repairs. If Buyer does not agree
to pay its proportionate share of the cost of such capital expenditure, then
ConAgra shall have the right to immediately terminate this Agreement without any
liability or obligation to Buyer of any nature whatsoever.
10. In the event that Buyer chooses to cease use of the Facility and
discharge its wastewater to the Batesville POTW, ConAgra agrees to negotiate in
good faith for a right-of-way to Buyer across ConAgra's real estate adjacent to
the Poultry Operations, if such right-of-way is reasonably necessary to provide
access from the Poultry Operations to the Batesville POTW.
11. The parties hereto understand and agree that nothing in this
Agreement shall be construed to impose any obligation on the Poultry Operations
to use the Facility to treat or dispose of all or any part of the Poultry
Operation's wastewater. The Poultry Operation's right to discharge up to 900,000
gallons per day of the Poultry Operation's wastewater into the Facility, or
discharge of the same average daily flow as calculated over the past six months,
whichever is greater, may be exercised by Buyer at any time, from time to time,
or not at all, as Buyer deems appropriate in its sole discretion. Buyer must
give ConAgra 60 days notice of its intent to cease use of the Facility.
12. The term of this Agreement shall be one (1) year from the date
first set forth above, unless otherwise terminated pursuant to the terms of this
Agreement.
13. All notices or communications required to be given under this
Agreement shall be provided as follows:
To ConAgra: ConAgra Foods, Inc.
0000 Xx. Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
ATTN: Controller
To Buyer: Pilgrim's Pride Corporation
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ATTN: CFO
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14. This Agreement shall be governed by and construed in accordance
with the laws of the State of
Arkansas.
15. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior agreements
and understandings, oral and written, with respect to the subject matter hereof.
16. Neither this Agreement nor any of the parties' rights hereunder
shall be assignable by either party hereto without the prior written consent of
the other party hereto, such consent not to be unreasonably withheld.
17. This Agreement shall not be amended or modified, except until as
provided for in a written instrument executed by authorized representatives of
both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date above-indicated.
CONAGRA FOODS, INC. PILGRIM'S PRIDE CORPORATION
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Name Name
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Title Title
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