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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 JBS S.A. 20-F 12/31/23 198:43M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 6.80M
2: EX-2.1 Registration Rights Agreement, Dated as of HTML 125K
September 19, 2023, by and Between Jbs Usa Lux
S.A., and Bmo Capital Markets Corp., as
Representative on Behalf of Certain Initial
Purchasers
7: EX-2.10 Second Supplemental Indenture, Dated as of HTML 76K
December 13, 2023, by and Among Jbs Usa Lux S.A.,
Jbs Luxembourg S.A R.L., and Regions Bank, as
Trustee, Relating to 3.000% Senior Notes Due 2029
8: EX-2.11 Third Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 3.000%
Senior Notes Due 2029
9: EX-2.15 Third Supplemental Indenture, Dated as of December HTML 76K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 6.500% Senior Notes Due 2029
10: EX-2.16 Fourth Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 6.500%
Senior Notes Due 2029
11: EX-2.20 Third Supplemental Indenture, Dated as of December HTML 76K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 5.500% Senior Notes Due 2030
12: EX-2.21 Fourth Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 5.50%
Senior Notes Due 2030
13: EX-2.24 Second Supplemental Indenture, Dated as of HTML 76K
December 13, 2023, by and Among Jbs Usa Lux S.A.,
Jbs Luxembourg S.A R.L., and Regions Bank, as
Trustee, Relating to 3.750% Senior Notes Due 2031
14: EX-2.25 Third Supplemental Indenture, Dated as of January HTML 67K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 3.750%
Senior Notes Due 2031
15: EX-2.27 First Supplemental Indenture, Dated as of December HTML 76K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 3.625% Sustainability-Linked Senior
Notes Due 2032
16: EX-2.28 Second Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 3.625%
Sustainability-Linked Senior Notes Due 2032
3: EX-2.3 First Supplemental Indenture, Dated as of December HTML 76K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 2.500% Senior Notes Due 2027
17: EX-2.31 Second Supplemental Indenture, Dated as of HTML 78K
December 13, 2023, by and Among Jbs Usa Lux S.A.,
Jbs Luxembourg S.A R.L., and Regions Bank, as
Trustee, Relating to 3.000% Sustainability-Linked
Senior Notes Due 2032
18: EX-2.32 Third Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 3.000%
Sustainability-Linked Senior Notes Due 2032
19: EX-2.34 First Supplemental Indenture, Dated as of December HTML 75K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 5.750% Senior Notes Due 2033
20: EX-2.35 Second Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 5.750%
Senior Notes Due 2033
21: EX-2.36 Indenture, Dated as of September 19, 2023, Among HTML 911K
Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs
Luxembourg S.A R.L., as Issuers, Each of the
Guarantors Party Thereto, and Regions Bank, as
Trustee
22: EX-2.37 First Supplemental Indenture, Dated as of January HTML 65K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 6.750%
Senior Notes Due 2034
4: EX-2.4 Second Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 2.500%
Senior Notes Due 2027
23: EX-2.40 Second Supplemental Indenture, Dated as of HTML 77K
December 13, 2023, by and Among Jbs Usa Lux S.A.,
Jbs Luxembourg S.A R.L., and Regions Bank, as
Trustee, Relating to 4.375% Senior Notes Due 2052
24: EX-2.41 Third Supplemental Indenture, Dated as of January HTML 65K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 4.375%
Senior Notes Due 2052
25: EX-2.43 First Supplemental Indenture, Dated as of December HTML 76K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 6.500% Senior Notes Due 2052
26: EX-2.44 Second Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 6.500%
Senior Notes Due 2052
27: EX-2.45 Indenture, Dated as of September 19, 2023, Among HTML 906K
Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs
Luxembourg S.A R.L., as Issuers, Each of the
Guarantors Party Thereto, and Regions Bank, as
Trustee
28: EX-2.46 First Supplemental Indenture, Dated as of January HTML 65K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 7.250%
Senior Notes Due 2053
5: EX-2.6 First Supplemental Indenture, Dated as of December HTML 77K
13, 2023, by and Among Jbs Usa Lux S.A., Jbs
Luxembourg S.A R.L., and Regions Bank, as Trustee,
Relating to 5.125% Senior Notes Due 2028
6: EX-2.7 Second Supplemental Indenture, Dated as of January HTML 66K
11, 2024, Between Jbs Usa Holding Lux S.A R.L.,
and Regions Bank, as Trustee, Relating to 5.125%
Senior Notes Due 2028
29: EX-4.3 Supplement, Borrower Assumption and Technical HTML 78K
Amendment, Dated as of January 19, 2024, by and
Among Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs
Usa Finance, Inc., Jbs Australia Pty Limited, Jbs
Food Canada Ulc, the Other Borrowers
30: EX-8.1 List of Subsidiaries of the Registrant HTML 131K
34: EX-13.1 Annual or Quarterly Report to Security Holders HTML 59K
31: EX-11.1 Code of Ethics (English Translation) HTML 87K
32: EX-12.1 Statement re: the Computation of Ratios HTML 62K
33: EX-12.2 Statement re: the Computation of Ratios HTML 62K
40: R1 Document And Entity Information HTML 129K
41: R2 Consolidated Statements of Financial Position HTML 183K
42: R3 Consolidated Statements of Income HTML 115K
43: R4 Consolidated Statements of Income (Parentheticals) HTML 61K
44: R5 Consolidated Statements of Comprehensive Income HTML 99K
45: R6 Consolidated Statements of Changes in Equity HTML 170K
46: R7 Consolidated Statements of Cash Flows HTML 198K
47: R8 Background Information HTML 95K
48: R9 Basis of Preparation HTML 84K
49: R10 Cash and Cash Equivalents and Margin Cash HTML 69K
50: R11 Trade Accounts Receivable HTML 78K
51: R12 Inventories HTML 70K
52: R13 Biological Assets HTML 104K
53: R14 Recoverable Taxes HTML 70K
54: R15 Related Party Transactions HTML 77K
55: R16 Income Taxes HTML 172K
56: R17 Property, Plant and Equipment HTML 124K
57: R18 Leases HTML 137K
58: R19 Intangible Assets HTML 111K
59: R20 Goodwill HTML 129K
60: R21 Trade Accounts Payable HTML 73K
61: R22 Loans and Financing HTML 394K
62: R23 Income and Other Taxes Payable HTML 69K
63: R24 Payroll and social charges HTML 68K
64: R25 Dividends Payable HTML 69K
65: R26 Provisions for Legal Proceedings HTML 113K
66: R27 Equity HTML 91K
67: R28 Net Revenue HTML 73K
68: R29 Net Finance Expense HTML 69K
69: R30 Earnings Per Share HTML 67K
70: R31 Share-Based Compensation HTML 77K
71: R32 Operating Segments HTML 118K
72: R33 Expenses by Nature HTML 76K
73: R34 Risk Management and Financial Instruments HTML 494K
74: R35 Subsequent events HTML 61K
75: R36 Accounting Policies, by Policy (Policies) HTML 88K
76: R37 Background Information (Tables) HTML 93K
77: R38 Cash and Cash Equivalents and Margin Cash (Tables) HTML 66K
78: R39 Trade Accounts Receivable (Tables) HTML 76K
79: R40 Inventories (Tables) HTML 71K
80: R41 Biological Assets (Tables) HTML 95K
81: R42 Recoverable Taxes (Tables) HTML 66K
82: R43 Related Party Transactions (Tables) HTML 71K
83: R44 Income Taxes (Tables) HTML 160K
84: R45 Property, Plant and Equipment (Tables) HTML 120K
85: R46 Leases (Tables) HTML 140K
86: R47 Intangible Assets (Tables) HTML 110K
87: R48 Goodwill (Tables) HTML 99K
88: R49 Trade Accounts Payable (Tables) HTML 72K
89: R50 Loans and Financing (Tables) HTML 391K
90: R51 Income and Other Taxes Payable (Tables) HTML 67K
91: R52 Payroll and social charges (Tables) HTML 66K
92: R53 Dividends Payable (Tables) HTML 68K
93: R54 Provisions for Legal Proceedings (Tables) HTML 92K
94: R55 Equity (Tables) HTML 85K
95: R56 Net Revenue (Tables) HTML 69K
96: R57 Net Finance Expense (Tables) HTML 69K
97: R58 Earnings Per Share (Tables) HTML 66K
98: R59 Share-Based Compensation (Tables) HTML 73K
99: R60 Operating Segments (Tables) HTML 113K
100: R61 Expenses by Nature (Tables) HTML 75K
101: R62 Risk Management and Financial Instruments (Tables) HTML 485K
102: R63 Background Information (Details) - Schedule of HTML 139K
Operations in Brazil as well as the Activities of
its Subsidiaries
103: R64 Cash and Cash Equivalents and Margin Cash HTML 74K
(Details) - Schedule of Changes in Fair Value to
be Cash Equivalents
104: R65 Trade Accounts Receivable (Details) HTML 64K
105: R66 Trade Accounts Receivable (Details) - Schedule of HTML 85K
Age Accounts Receivable Along with the Expected
Credit Losses and Present Value Adjustment
106: R67 Trade Accounts Receivable (Details) - Schedule of HTML 69K
Changes in the Allowance for Expected Credit
Losses
107: R68 Inventories (Details) - Schedule of Inventories HTML 70K
108: R69 Inventories (Details) - Schedule of Inventory HTML 67K
Adjustments Provision under Cost of Sales
109: R70 Biological Assets (Details) HTML 84K
110: R71 Biological Assets (Details) - Schedule of Current HTML 98K
and Non-Current Biological Assets
111: R72 Biological Assets (Details) - Schedule of Changes HTML 98K
in Biological Assets
112: R73 Recoverable Taxes (Details) HTML 60K
113: R74 Recoverable Taxes (Details) - Schedule of HTML 75K
Recoverable Taxes
114: R75 Related Party Transactions (Details) HTML 97K
115: R76 Related Party Transactions (Details) - Schedule of HTML 69K
Related Party Receivable
116: R77 Related Party Transactions (Details) - Schedule of HTML 67K
Aggregate Amount of Compensation Received by
Company?s key Management
117: R78 Income Taxes (Details) HTML 79K
118: R79 Income Taxes (Details) - Schedule of Deferred HTML 66K
Taxes Assets and Liabilities
119: R80 Income Taxes (Details) - Schedule of Deferred Tax HTML 187K
Income and Social Contribution
120: R81 Income Taxes (Details) - Schedule of Income Tax HTML 106K
and Social Contribution Expense
121: R82 Property, Plant and Equipment (Details) HTML 77K
122: R83 Property, Plant and Equipment (Details) - Schedule HTML 118K
of Several Purchase Commitments for Machinery and
Equipment, Vehicles and Construction in Progress
123: R84 Property, Plant and Equipment (Details) - Schedule HTML 232K
of Changes in Property, Plant and Equipment
124: R85 Leases (Details) HTML 60K
125: R86 Leases (Details) - Schedule of Right of Use Asset HTML 108K
126: R87 Leases (Details) - Schedule of Changes in Right of HTML 124K
Use Asset
127: R88 Leases (Details) - Schedule of Lease Liabilities HTML 72K
128: R89 Leases (Details) - Schedule of Changes in Lease HTML 72K
Liability
129: R90 Leases (Details) - Schedule of Non-current Portion HTML 78K
of Lease Liability
130: R91 Intangible Assets (Details) - Schedule of HTML 99K
Intangible Assets Acquired in a Business
Combination are Recognized at Fair Value Based on
Valuation Methodologies and Techniques
131: R92 Intangible Assets (Details) - Schedule of Changes HTML 112K
in Intangible Assets
132: R93 Goodwill (Details) HTML 60K
133: R94 Goodwill (Details) - Schedule of Changes in HTML 73K
Goodwill
134: R95 Goodwill (Details) - Schedule of Impairment HTML 82K
Testing Cash Generating Units
135: R96 Goodwill (Details) - Schedule of Key Assumptions HTML 83K
Used in the Estimation of the Value in Use
136: R97 Trade Accounts Payable (Details) HTML 60K
137: R98 Trade Accounts Payable (Details) - Schedule of HTML 88K
Accounts Payable by Major Type of Supplier
138: R99 Loans and Financing (Details) HTML 62K
139: R100 Loans and Financing (Details) - Schedule of Loans HTML 235K
and Financing
140: R101 Loans and Financing (Details) - Schedule of Loans HTML 77K
and Financing Maturity Principal Payment
141: R102 Loans and Financing (Details) - Schedule of HTML 118K
Guarantees and Contractual Restrictions
142: R103 Loans and Financing (Details) - Schedule of HTML 150K
Movement of Liabilities to Cash Flows Arising from
Financing Activities
143: R104 Income and Other Taxes Payable (Details) HTML 62K
144: R105 Income and Other Taxes Payable (Details) - HTML 81K
Schedule of Income and Other Taxes Payable
145: R106 Payroll and social charges (Details) HTML 62K
146: R107 Payroll and social charges (Details) - Schedule of HTML 79K
Payroll and Social Charges are Comprised
147: R108 Dividends Payable (Details) HTML 66K
148: R109 Dividends Payable (Details) - Schedule of HTML 72K
Dividends Payables are Recognized as a Liability
149: R110 Dividends Payable (Details) - Schedule of HTML 65K
Distributed Dividends Per Share
150: R111 Provisions for Legal Proceedings (Details) HTML 87K
151: R112 Provisions for Legal Proceedings (Details) - HTML 68K
Schedule of Provisions are Recognized Based on
Estimated Cost
152: R113 Provisions for Legal Proceedings (Details) - HTML 66K
Schedule of Breakdown Liabilities
153: R114 Provisions for Legal Proceedings (Details) - HTML 96K
Schedule of Changes in Provisions
154: R115 Equity (Details) HTML 96K
155: R116 Equity (Details) - Schedule of Share Capital HTML 68K
156: R117 Equity (Details) - Schedule of Treasury Share HTML 82K
Activity
157: R118 Equity (Details) - Schedule of Net Sales, Net HTML 80K
Income, Cash Provided by Operations, Total Assets
and Total Liabilities
158: R119 Net Revenue (Details) HTML 63K
159: R120 Net Revenue (Details) - Schedule of Revenue by HTML 68K
Significant Category
160: R121 Net Revenue (Details) - Schedule of Trade Accounts HTML 66K
Receivable and Contract Liabilities from Contracts
with Customers
161: R122 Net Finance Expense (Details) HTML 65K
162: R123 Net Finance Expense (Details) - Schedule of Net HTML 78K
Finance Expense
163: R124 Earnings Per Share (Details) - Schedule of HTML 69K
Earnings Per Share
164: R125 Earnings Per Share (Details) - Schedule of HTML 61K
Earnings Per Share (Parentheticals)
165: R126 Share-Based Compensation (Details) HTML 77K
166: R127 Share-Based Compensation (Details) - Schedule of HTML 88K
RSU Activity
167: R128 Operating Segments (Details) HTML 62K
168: R129 Operating Segments (Details) - Schedule of HTML 92K
Operational Segment
169: R130 Operating Segments (Details) - Schedule of HTML 83K
Adjusted EBITDA is Reconciled with the
Consolidated Operating Profit
170: R131 Operating Segments (Details) - Schedule of Net HTML 84K
Revenue and Total Assets Based on Geography
171: R132 Expenses by Nature (Details) HTML 60K
172: R133 Expenses by Nature (Details) - Schedule of HTML 99K
Expenses by Function in the Statement of Income
173: R134 Risk Management and Financial Instruments HTML 74K
(Details)
174: R135 Risk Management and Financial Instruments HTML 97K
(Details) - Schedule of Consolidated Financial
Statements
175: R136 Risk Management and Financial Instruments HTML 76K
(Details) - Schedule of Fair Value of Assets and
Liabilities Through Profit or Loss
176: R137 Risk Management and Financial Instruments HTML 115K
(Details) - Schedule of Estimated Fair Value
177: R138 Risk Management and Financial Instruments HTML 97K
(Details) - Schedule of Estimated Fair Value
(Parentheticals)
178: R139 Risk Management and Financial Instruments HTML 69K
(Details) - Schedule of Fair Value of Assets and
Liabilities Through Profit or Loss
179: R140 Risk Management and Financial Instruments HTML 116K
(Details) - Schedule of Assets and Liabilities
Exposed to Floating Interest Rates
180: R141 Risk Management and Financial Instruments HTML 401K
(Details) - Schedule of Contracts Exposure
Scenario
181: R142 Risk Management and Financial Instruments HTML 104K
(Details) - Schedule of Sensitivity Analysis Fair
Value Asset and Liability
182: R143 Risk Management and Financial Instruments HTML 159K
(Details) - Schedule of Exposure
183: R144 Risk Management and Financial Instruments HTML 109K
(Details) - Schedule of Future Contracts
184: R145 Risk Management and Financial Instruments HTML 95K
(Details) - Schedule of Exposure in Commodities
185: R146 Risk Management and Financial Instruments HTML 76K
(Details) - Schedule of Statement of Income
186: R147 Risk Management and Financial Instruments HTML 73K
(Details) - Schedule of Other Comprehensive Income
(Expense)
187: R148 Risk Management and Financial Instruments HTML 72K
(Details) - Schedule of Hedge Cash Flow Movement
188: R149 Risk Management and Financial Instruments HTML 85K
(Details) - Schedule of Balance Sheet
189: R150 Risk Management and Financial Instruments HTML 90K
(Details) - Schedule of Open Balance Sheet
Position of Derivative Assets and Liabilities
190: R151 Risk Management and Financial Instruments HTML 70K
(Details) - Schedule of Maximum Horizon
191: R152 Risk Management and Financial Instruments HTML 77K
(Details) - Schedule of Weighted Average Loss
Rate, Gross Carrying Amount, Impairment Losses
Recognized in Profit or Loss
192: R153 Risk Management and Financial Instruments HTML 60K
(Details) - Schedule of leverage ratio
193: R154 Risk Management and Financial Instruments HTML 94K
(Details) - Schedule of Contractual Obligation
Amounts from Financial Liabilities
195: XML IDEA XML File -- Filing Summary XML 358K
198: XML XBRL Instance -- ea0201896-20f_jbssa_htm XML 8.60M
194: EXCEL IDEA Workbook of Financial Report Info XLSX 438K
36: EX-101.CAL XBRL Calculations -- jbsay-20231231_cal XML 289K
37: EX-101.DEF XBRL Definitions -- jbsay-20231231_def XML 2.13M
38: EX-101.LAB XBRL Labels -- jbsay-20231231_lab XML 4.20M
39: EX-101.PRE XBRL Presentations -- jbsay-20231231_pre XML 2.10M
35: EX-101.SCH XBRL Schema -- jbsay-20231231 XSD 901K
196: JSON XBRL Instance as JSON Data -- MetaLinks 791± 1.12M
197: ZIP XBRL Zipped Folder -- 0001213900-24-026192-xbrl Zip 1.76M
Exhibit 2.11
THIRD SUPPLEMENTAL INDENTURE
dated as of January 11, 2024
between
JBS USA HOLDING LUX S.À R.L.,
as Company,
and
REGIONS BANK
as Trustee
3.000% Senior Notes due 2029
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of January 11, 2024, by and between JBS USA HOLDING LUX 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 21 avenue de la Gare, L-1611, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), and REGIONS BANK, as trustee (the “Trustee”).
RECITALS
WHEREAS, JBS USA Lux S.A. (prior to its merger into the Company), JBS USA Food Company and JBS USA Finance, Inc. (prior to its dissolution), each of the guarantors party thereto and the Trustee entered into the Indenture, dated as of February 2, 2022 (as supplemented from time to time, the “Indenture”), relating to the 3.000% Senior Notes due 2029 issued thereunder (the “Notes”);
WHEREAS, pursuant to a supplemental indenture, dated as of December 13, 2023, JBS Luxembourg Company S.à r.l. (formerly known as JBS Luxembourg S.à r.l.) became an “Issuer” for all purposes under the Notes and the Indenture;
WHEREAS, JBS USA Lux S.A. has merged with and into the Company, with the Company continuing its corporate existence under the laws of Luxembourg;
WHEREAS, Section 6.01 of the Indenture provides that JBS USA Lux S.A. may merge with or into another Person; provided that, among other conditions, the Person formed by any merger with or into JBS USA Lux S.A. (if other than JBS USA Lux S.A.) expressly assumes by a supplemental indenture executed and delivered to the Trustee all of the obligations of JBS USA Lux S.A. under the Notes and the Indenture;
WHEREAS, Section 10.01(a)(ii) of the Indenture provides that the Indenture may be amended or supplemented without notice to or consent of any Holder to provide for the assumption by a successor entity of the obligations of an Issuer under the Indenture;
WHEREAS, the Company desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Company; and
WHEREAS, pursuant to Section 10.01(a)(ii) of the Indenture, the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Assumption. The Company hereby assumes the due and punctual payment of the principal of or premium, if any, and interest on the Notes, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture on the part of JBS USA Lux S.A. to be performed or observed.
2
Section 3. Notes. Notes authenticated and delivered after the execution of this Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Supplemental Indenture.
Section 5. Agreement. The Company shall succeed to, and be substituted for, and may exercise every right and power of, JBS USA Lux S.A. under the Indenture and the Notes, with the same effect as if JBS USA Holding Lux S.À R.L., had been named as the Company (as defined in the Indenture) therein.
Section 6. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 9. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect or the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.
Section 10. Effective Date. This Supplemental Indenture shall become effective on December 21, 2023.
[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| JBS USA HOLDING LUX S.À R.L., | |||
| as Company | |||
| By: | /s/ Lucas Carracedo | ||
| Name: | Lucas Carracedo | ||
| Title: | Director | ||
| REGIONS BANK, | |||
| as Trustee | |||
| By: | /s/ Craig Kaye | ||
| Name: | Craig Kaye | ||
| Title: | Vice President | ||
(Signature Page to Supplemental Indenture)
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | None on these Dates | ||
| 1/11/24 | ||||
| For Period end: | 12/31/23 | |||
| 12/21/23 | ||||
| 12/13/23 | ||||
| 2/2/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 JBS B.V. F-4/A 5:6.4M Donnelley … Solutions/FA 3/27/24 JBS S.A. F-4 175:69M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/23 JBS S.A. F-4 42:49M EdgarAgents LLC/FA 9/26/22 Pilgrim’s Pride Corp. 8-K:1,3,7,9 9/22/22 13:12M 9/02/21 Pilgrim’s Pride Corp. 8-K:1,2,7,9 9/02/21 12:43M 8/17/21 Pilgrim’s Pride Corp. 8-K/A:1,2,9 8/11/21 11:67M 4/09/21 Pilgrim’s Pride Corp. 8-K:1,2,7,9 4/08/21 14:44M 10/03/17 Pilgrim’s Pride Corp. 8-K:1,2,7,9 9/26/17 4:731K Donnelley … Solutions/FA |