JBS USA LUX S.A. JBS USA FOOD COMPANYJBS S.A. • March 27th, 2024 • Meat packing plants • New York
INDENTURE dated as of September 19, 2023, among JBS USA LUX S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered address at 21 Avenue de la Gare, étage 2, L-1611 Luxembourg, and registered with the Luxembourg Registre de Commerce et des Sociétés under number B 203.443 (the “Company”), JBS USA FOOD COMPANY, a Delaware corporation (“JBS USA Food”), JBS LUXEMBOURG S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Grand Duchy of Luxembourg, with registered address at 21 Avenue de la Gare, étage 2, L-1611 Luxembourg, and registered with the Luxembourg Registre de Commerce et des Sociétés under number B 202.366 (“JBS Luxembourg” and, together with the Company and JBS USA Food, the “Issuers”), each of the Guarantors party hereto, as Guarantors, and REGIONS BANK, an Alabama banking corporation, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
This Agreement is entered into pursuant to Section 6(k) of the Purchase Agreement dated September 5, 2023 (the “Purchase Agreement”), by and among the Company, JBS USA Food Company and JBS Luxembourg S.à r.l., as co-issuers (the “Co-Issuers”), JBS S.A. and certain other parent companies of the Company, as guarantors (collectively, the “Guarantors”) and the Representative, as representative of the Initial Purchasers, pursuant to which the Co-Issuers propose to issue and sell (1) $1,600,000,000 aggregate principal amount of their 6.750% Senior Notes due 2034 (the “2034 Notes”), and (2) $900,000,000 aggregate principal amount of their 7.250% Senior Notes due 2053 (the “2053 Notes”, and together with the 2034 Notes, the “Notes”). The Notes are guaranteed by the Guarantors (the “Guarantee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co- Issuer”), and REGIONS BANK,
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and
SUPPLEMENTAL INDENTURESupplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and REGIONS BANK,
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and RE
ContractSupplement, Borrower Assumption and Technical • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
This SUPPLEMENT, BORROWER ASSUMPTION AND TECHNICAL AMENDMENT, dated as of January 19, 2024 (this “Supplement”), is provided pursuant to that certain Revolving Syndicated Facility Agreement, dated as of November 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the effectiveness of this Supplement, the “Credit Agreement”), by and among JBS USA LUX S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company” or the “Lux Borrower”), JBS USA FOOD COMPANY, a Delaware corporation (the “U.S. Borrower”), JBS USA FINANCE, INC., a Delaware corporation (the “U.S. Finance Borrower”), JBS AUSTRALIA PTY LIMITED, a proprietary company limited by shares incorporated in Queensland, Australia (the “Australian Borrower”), and JBS FOOD CANADA ULC, an unlimited liability company existing under the laws of the Province of Alberta, Canada (the “Canadian Borrower”), the other B
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 27th, 2024 • JBS S.A. • Meat packing plants • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and RE
