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EXHIBIT 4.3
(Face of Note)
9 5/8% SENIOR NOTES DUE 2011
No. CUSIP: 721467 AC 2
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$
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PILGRIM'S PRIDE CORPORATION
promises to pay to CEDE & CO.
or registered assigns, the principal sum of _____________ Dollars ($________) on
September 15, 2011.
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
PILGRIM'S PRIDE CORPORATION
By:
--------------------------------
Name:
Title:
Attested by:
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[Corporate Seal]
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This is one of the
Notes referred to in the
within-mentioned Indenture:
Dated: , 20
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The Chase Manhattan Bank,
as Trustee
By:
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Authorized Signatory
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(Back of Note)
9 5/8% SENIOR NOTES DUE 2011
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 306 OF THE ORIGINAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 203 OF THE ORIGINAL
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 309 OF THE ORIGINAL INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.
1. Interest. Pilgrim's Pride Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 9 5/8% per annum from ___________ ___, 20__ until maturity. The
Company will pay interest semi-annually on March 15 and September 15 of each
such year, or if any such day is not a business day, on the next succeeding
business day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
March 15, 2002. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the March 1 or September 1 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 307
of the Original Indenture with respect to Defaulted Interest. The Notes will be
payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose within or without The City and State
of New York, or, at the option of the Company, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of
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immediately available funds will be required with respect to principal of and
interest, premium on, the Global Note and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the paying
agent on or prior to the applicable record date. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
3. Paying Agent and Security Registrar. Initially, The Chase
Manhattan Bank, the Trustee under the Indenture, will act as Paying Agent and
Security Registrar. The Company may change any Paying Agent or Security
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.
4. Indenture. The Company issued the Notes under an Indenture
dated as of August 9, 2001 (the "Original Indenture"), as supplemented by the
Supplemental Indenture as of the same date (the "Supplemental Indenture" and,
together with the Original Indenture, the "Indenture") between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company initially in
aggregate principal amount of $200.0 million. Subject to compliance with Section
5.05 of the Supplemental Indenture, the Company is permitted to issue Additional
Notes under the Indenture in an additional principal amount of $200.0 million.
Any such Additional Notes that are actually issued will be treated as issued and
outstanding Notes (and as the same class as the initial Notes) for all purposes
of the Indenture, unless the context clearly indicated otherwise.
5. Optional Redemption. (a) Except as set forth in
subparagraph (b) of this Paragraph 5, the Company shall not have the option to
redeem the Notes prior to September 15, 2006. On or after September 15, 2006,
the Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on September 15 of the years indicated below:
<Table>
<Caption>
Year Percentage
---- ----------
2006.................................. 104.813%
2007.................................. 103.208%
2008.................................. 101.604%
2009 and thereafter................... 100.000%
</Table>
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(b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to September 15, 2004, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture (including, if issued, any Additional Notes) at a
redemption price of 109.625% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the redemption date, with the net cash proceeds of
one or more Public Equity Offerings; provided, that:
(i) at least 65% of the aggregate principal amount of
Notes issued under the Indenture (including, if issued, any Additional
Notes) remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries);
and
(ii) the redemption must occur within 45 days of the
date of the closing of such Public Equity Offering.
6. Mandatory Redemption. Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.
7. Repurchase at Option of Holder. (a) If a Change of Control
occurs, the Company shall be required to make an offer (a "Change of Control
Offer") to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder's Notes at a purchase price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any,
thereon to the date of purchase (the "Change of Control Payment"). Within ten
(10) days following any Change of Control, the Company shall mail a notice to
each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.
(b) If the Company or a Restricted Subsidiary consummates any
Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Company shall commence an offer to all Holders of Notes (an "Asset Sale
Offer") pursuant to Section 4.03 of the Supplemental Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, thereon to the date of
purchase, in accordance with the procedures set forth in the Indenture. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount
of Notes and such other pari passu Indebtedness tendered. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.
8. Notice of Redemption. Notice of redemption will be mailed
by first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder whose
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Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption. Notices of redemption may not be conditional.
9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Security Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.
10. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.
11. Amendment, Supplement and Waiver. Subject to certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes voting as a single class, and any
existing default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes voting as a single class. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation or sale of all or substantially all of the
Company's assets, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act.
12. Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of principal of, or premium, if any, on the Notes,
(iii) failure by the Company or any of the Guarantors to comply (A) with the
provisions of Sections 5.11 or 6.01 of the Supplemental Indenture or (B) 30 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class, with the provisions of Sections 5.03, 5.05 or 5.06 of the Supplemental
Indenture; (iv) failure by the Company for 60 days after notice to the Company
by the Trustee or the Holders of at least 25% in principal amount of the Notes
then outstanding voting as a single class to comply with any other agreements in
the Indenture or the Notes; (v) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money that remain
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undischarged for a period of 60 days, (vii) certain circumstances when a
Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or
invalid, ceases to exist or is disaffirmed by any Guarantor, and (viii) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company or any Restricted
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest, if any) if it determines that withholding notice is in their interest.
The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest or premium, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture. Upon becoming aware of any Default or Event of Default, the
Company is required to deliver to the Trustee a statement specifying such
Default or Event of Default.
13. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.
14. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Guarantor or the
Trustee, as such, shall have any liability for any obligations of the Company or
the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees, or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.
15. Authentication. This Note shall not be valid until
authenticated by the manual or facsimile signature of the Trustee or an
authenticating agent.
16. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN NET
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
17. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP
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numbers to be printed on the Notes and the Trustee may use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Pilgrim's Pride Corporation
110 South Texas Street
Pittsburg, Texas 75686
Attention: Corporate Secretary
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
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(Insert assignee's soc. sec. or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint ____________________________ to transfer this Note on
the books of the Company. The agent may substitute another to act for him.
Date:
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Your Signature:
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(Sign exactly as your name appears on the face
of this Note)
Signature Guarantee.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Company pursuant to Section 5.06 or 5.11 of the Supplemental Indenture, check
the box below:
[ ] Section 5.06 [ ] Section 5.11
If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 5.06 or Section 5.11 of the Supplemental
Indenture, state the amount you elect to have purchased: $
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Date:
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Your Signature:
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(Sign exactly as your name appears on the face
of this Note)
Tax Identification No.:
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Signature Guarantee.
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SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE
The following increases or decreases in this Global Note, have been made:
<Table>
<Caption>
Principal Amount
Amount of Amount of of Signature of
decrease in increase in this Global Note authorized
Principal Principal Amount following such officer of
Date of Amount of of decrease Trustee or Note
Exchange this Global Note this Global Note or increase Custodian
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</Table>