EXHIBIT 4
STOCK PLEDGE AGREEMENT
dated as of September 9, 1998
by
XXXXXX X. XXXXX, III
in favor of
SMITHFIELD FOODS, INC.
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.1. UCC Terms ...................................................1
ARTICLE II
THE SECURITY INTERESTS
Section 2.1. The Security Interests ......................................1
Section 2.2. Security for Obligations ....................................1
Section 2.3. Delivery of Pledged Collateral ..............................1
Section 2.4. Termination of Security Interests; Release of Pledged
Collateral ................................................2
Section 2.5. Security Interests Absolute .................................2
ARTICLE III
COVENANTS
Section 3.1. Filing; Further Assurances ..................................2
Section 3.2. Liens on Pledged Collateral .................................2
ARTICLE IV
DISTRIBUTIONS ON COLLATERAL; VOTING
Section 4.1. Right to Receive Distributions on Pledged Collateral;
Voting ....................................................3
ARTICLE V
GENERAL AUTHORITY; REMEDIES
Section 5.1. General Authority ...........................................4
Section 5.2. UCC Rights ..................................................4
Section 5.3. Application of Proceeds; Sale of Pledged Collateral .........4
Section 5.4. Rights of Purchasers ........................................5
Section 5.5. Securities Act, etc .........................................6
Section 5.6. Other Rights of the Company .................................8
Section 5.7. Waiver and Estoppel .........................................8
Section 5.8. Application of Moneys .......................................9
ARTICLE VI
MISCELLANEOUS
Section 6.1. Notices .....................................................9
Section 6.2. Waivers, Non-Exclusive Remedies ............................10
Section 6.3. Expenses; Documentary Taxes ................................10
Section 6.4. Successors and Assigns .....................................10
Section 6.5. Amendments and Waivers .....................................10
Section 6.6. Delivery and Virginia Law ..................................10
Section 6.7. Limitation by Law; Severability ............................11
Section 6.8. Counterparts; Effectiveness ................................11
STOCK PLEDGE AGREEMENT
This AGREEMENT (as amended, supplemented or modified from time to
time, this "Pledge Agreement") is dated as of September 9, 1998 and is by XXXXXX
X. XXXXX, III (the "Pledgor") in favor of SMITHFIELD FOODS, INC., a Virginia
corporation (the "Company").
Pledgor has executed and delivered to the Company his promissory
note (the "Note") of even date herewith in the original principal amount of
$7,500,000.00. To provide collateral security for the Note, Pledgor desires to
enter into this Pledge Agreement pledging unto the Company the stock and other
collateral described herein. Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1. Section UCC Terms. Unless otherwise defined herein, or unless the
context otherwise requires, all terms used herein which are defined in the
Virginia Uniform Commercial Code shall have the meanings therein stated.
ARTICLE II
THE SECURITY INTERESTS
2.1. Section The Security Interests. Pledgor hereby pledges to the
Company, and grants to the Company a security interest in, the following (the
"Pledged Collateral"):
(i) the shares of the common stock of the Company described on
Schedule I hereto (the "Pledged Shares"), and all dividends, distributions,
cash, instruments and other property and proceeds from time to time
received, receivable or otherwise made upon or distributed in respect of or
in exchange for any or all of such Pledged Shares; and
(ii) to the extent not otherwise excluded in the foregoing, all cash
and non-cash proceeds thereof.
2.2. Section Security for Obligations. This Pledge Agreement secures the
payment of all amounts now or hereafter payable by Pledgor to the Company on or
with respect to the Note and the performance of all obligations set forth in
this Pledge Agreement (the "Obligations").
2.3. Section Delivery of Pledged Collateral. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Company pursuant hereto and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, with signatures appropriately
guaranteed, and accompanied in each case by any required transfer tax stamps,
all in form and substance satisfactory to the Company. The Company shall have
the right, at any time in its discretion and without notice to the Pledgor, to
cause any or all of the Pledged Shares or other Pledged Collateral to be
transferred of record into the name of the Company or its nominee.
2.4. Section Termination of Security Interests; Release of Pledged
Collateral. Upon the full, final and irrevocable payment and performance of all
the Obligations, the security interests in the Pledged Collateral shall
terminate and all rights to the Pledged Collateral shall revert to the Pledgor.
Upon any such termination of the security interests, the Company will, at the
Pledgor's expense, execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence the termination of the security
interests and the release of the Pledged Collateral. Any such documents shall be
without recourse to or warranty by the Company.
2.5. Section Security Interests Absolute. All rights of the Company and
security interests hereunder, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by any
extension, renewal, settlement, compromise, waiver or release in respect of any
Obligation, the Note or any other document evidencing or securing such
Obligation, by operation of law or otherwise.
ARTICLE III
COVENANTS
Pledgor agrees that so long as any Obligation remains unpaid:
3.1. Section Filing; Further Assurances. Pledgor will, at his expense and
in such manner and form as the Company may require, execute, deliver, file and
record any financing statement, specific assignment or other paper and take any
other action that may be necessary or desirable, or that the Company may
request, in order to create, preserve, perfect or validate the security
interests granted hereby or to enable the Company to exercise and enforce its
rights hereunder with respect to any of the Pledged Collateral. To the extent
permitted by applicable law, Pledgor hereby authorizes the Company to execute
and file, in the name of Pledgor or otherwise, Uniform Commercial Code financing
statements which the Company in its sole discretion may deem necessary or
appropriate to further perfect the security interests.
3.2. Section Liens on Pledged Collateral. Pledgor will not sell or
otherwise dispose of, or grant any option with respect to, any of the Pledged
Collateral or create or suffer to exist any lien (other than security interests
in favor of the Company) on any Pledged Collateral.
ARTICLE IV
DISTRIBUTIONS ON COLLATERAL; VOTING
(a) Section Right to Receive Distributions on Pledged Collateral;
Voting. So long as no event of default with respect to the Note (an "Event of
Default") shall have occurred and be continuing:
(i) Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Collateral or any part thereof
for any purpose not inconsistent with the terms of this Pledge Agreement.
(ii) Pledgor shall be entitled to receive and retain any and all
dividends, interest and other payments and distributions made upon or with
respect to the Pledged Collateral, provided, however, that any and all
(A) dividends and interest paid or payable other than in cash in
respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged
Collateral,
(B) dividends and other distributions paid or payable in cash in
respect of any Pledged Collateral in connection with a partial or
total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of
principal of, in redemption of, or in exchange for, any Pledged
Collateral,
shall be, and shall be forthwith delivered to the Company to hold as,
Pledged Collateral and shall, if received by Pledgor, be received in trust
for the benefit of the Company, be segregated from the other property or
funds of Pledgor and be forthwith delivered to the Company as Pledged
Collateral in the same form as so received (with any necessary
endorsement).
(iii) The Company shall execute and deliver (or cause to be executed
and delivered) to Pledgor all such proxies, powers of attorney, consents,
ratifications and waivers and other instruments as Pledgor may reasonably
request for the purpose of enabling Pledgor to exercise the voting and
other rights which he is entitled to exercise pursuant to paragraph (i)
above and to receive the dividends or interest payments which he is
authorized to receive and retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of any Event of
Default:
(i) All rights of Pledgor to receive the dividends and
interest payments which he would otherwise be authorized to receive and
retain pursuant to Section 4.1(a)(ii) shall cease, and all such rights
shall thereupon become vested in the Company which shall thereupon have
the sole right to receive and hold as Pledged Collateral such dividends
and interest payments.
(ii) All dividends and interest payments which are received by
Pledgor contrary to the provisions of paragraph (i) of this Section 4.1(b)
shall be received in trust for the benefit of the Company, shall be
segregated from other funds of Pledgor and shall be forthwith paid over to
the Company as Pledged Collateral in the same form as so received (with
any necessary endorsement).
(c) Upon the occurrence and during the continuance of any Event of
Default, and upon notice by the Company to Pledgor, all rights of Pledgor to
exercise the voting and other consensual rights which he would otherwise be
entitled to exercise pursuant to Section 4.1(a)(i) shall cease, and, to the
fullest extent permitted by law, all such rights shall thereupon become vested
in the Company which shall thereupon have the sole right to exercise such voting
and other consensual rights.
ARTICLE V
GENERAL AUTHORITY; REMEDIES
5.1 Section General Authority. Pledgor hereby irrevocably appoints the
Company and any officer or agent thereof, with full power of substitution, as
his true and lawful attorney-in-fact, in the name of Pledgor or its own name,
for the sole use and benefit of the Company, but at Pledgor's expense, at any
time and from time to time, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
desirable to carry out the terms of this Pledge Agreement.
5.2 Section UCC Rights. If an Event of Default under the Note shall have
occurred, the Company may in addition to all other rights and remedies granted
to it in this Pledge Agreement and in any other agreement securing, evidencing
or relating to the Obligations, exercise (i) all rights and remedies of a
secured party under the UCC (whether or not in effect in the jurisdiction where
such rights are exercised) and (ii) all other rights available to the Company at
law or equity.
5.3 Section Application of Proceeds; Sale of Pledged Collateral.
(a) Pledgor expressly agrees that if an Event of Default shall occur
and be continuing, the Company, without demand of performance or other demand or
notice of any kind (except the notice specified below of the time and place of
any public or private sale) to or upon Pledgor or any other Person (all of which
demands and/or notices are hereby waived by Pledgor), may forthwith (i) apply
the cash, if any, then held by it as Collateral as specified in Section 5.8 and
(ii) if there shall be no such cash or if such cash shall be insufficient to pay
the Obligations in full, to collect, receive, appropriate and realize upon the
Pledged Collateral and/or sell, assign, give an option or options to purchase or
otherwise dispose of and deliver the Pledged Collateral (or contract to do so)
or any part thereof in one or more parcels (which need not be in round lots) at
public or private sale, at any office of the Company or elsewhere in such manner
as is commercially reasonable and, as the Company may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Company
shall have the right upon any such public sale, and, if the Pledged Collateral
is of a type customarily sold in a recognized market or is of a type which is
the subject of widely distributed standard price quotations, upon any such
private sale or sales, to purchase the whole or any part of the Pledged
Collateral so sold, and thereafter to hold the same, absolutely and free from
any right or claim of any kind. To the extent permitted by applicable law,
Pledgor waives all claims, damages and demands against the Company arising out
of the foreclosure, repossession, retention or sale of the Pledged Collateral.
(b) Unless the Pledged Collateral threatens to decline speedily in
value or is of a type customarily sold on a recognized market, the Company shall
give Pledgor five days' written notice of its intention to make any such public
or private sale or sale at a broker's board or on a securities exchange. Such
notice shall (i) in the case of a public sale, state the time and place fixed
for such sale, (ii) in the case of sale at a broker's board or on a securities
exchange, state the board or exchange at which such sale is to be made and the
day on which the Pledged Collateral, or the portion thereof being sold, will
first be offered for sale and (iii) in the case of a private sale, state the day
after which such sale may be consummated. The Company shall not be obligated to
make any such sale pursuant to any such notice. The Company may adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such sale may be made
at any time or place to which the same may be so adjourned. In the case of any
sale of all or any part of the Pledged Collateral on credit or for future
delivery, the Pledged Collateral so sold may be retained by the Company until
the selling price is paid by the purchaser thereof, but the Company shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Collateral so sold and, in the case of such failure, such
Pledged Collateral may again be sold upon like notice.
5.4 Section Rights of Purchasers. Upon any sale of the Pledged
Collateral (whether public or private) the Company shall have the right to
deliver, assign and transfer to the purchaser thereof the Pledged Collateral so
sold. Each purchaser (including the Company) at any such sale shall hold the
Pledged Collateral so sold absolutely, free from any claim or right of whatever
kind, including any equity or right of redemption of Pledgor who, to the extent
permitted by law, hereby specifically waives all rights of redemption,
including, without limitation, any right to redeem the Pledged Collateral under
Section 8.9-506 of the UCC, stay or approval which he has or may have under any
law now existing or hereafter adopted.
5.5 Section Securities Act, etc.
(a) In view of the position of Pledgor in relation to the Pledged
Collateral, or because of other present or future circumstances, a question may
arise under the Securities Act of 1933, as now or hereafter in effect, or any
similar statute hereafter enacted analogous in purpose or effect (such Act and
any such similar statute as from time to time in effect being herein called the
"Federal Securities Laws") with respect to any disposition of the Pledged
Collateral permitted hereunder. Pledgor understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the
Company if the Company were to attempt to dispose of all or any part of the
Pledged Collateral, and might also limit the extent to which or the manner in
which any subsequent transferee of any Pledged Collateral could dispose of the
same. Similarly, there may be other legal restrictions or limitations affecting
the Company in any attempt to dispose of all or part of the Pledged Collateral
under applicable Blue Sky or other state securities laws or similar laws
analogous in purpose or effect. Under applicable law, in the absence of an
agreement to the contrary, the Company may be held to have certain general
duties and obligations to Pledgor to make some effort toward obtaining a fair
price even though the obligations of Pledgor may be discharged or reduced by the
proceeds of a sale at a lesser price. Pledgor clearly understands that the
Company is not to have any such general duty or obligation to Pledgor, and
Pledgor will not attempt to hold the Company responsible for selling all or any
part of the Pledged Collateral at any inadequate price even if the Company shall
accept the first offer received or does not approach more than one possible
purchaser. Without limiting the generality of the foregoing, the provisions of
this Section would apply if, for example, the Company were to place all or any
part of the Pledged Collateral for private placement by an investment banking
firm, or if such investment banking firm purchased all or any part of the
Pledged Collateral for its own account, or if the Company placed all or any part
of the Pledged Collateral privately with a purchaser or purchasers.
Accordingly, Pledgor expressly agrees that the Company is
authorized, in connection with any sale of the Pledged Collateral, if it deems
it advisable so to do, (i) to restrict the prospective bidders on or purchasers
of any of the Pledged Collateral to a limited number of sophisticated investors
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or sale of any of such
Pledged Collateral, (ii) to cause to be placed on certificates for any or all of
the Pledged Collateral or on any other securities pledged hereunder a legend to
the effect that such security has not been registered under the Federal
Securities Laws and may not be disposed of in violation of the provision of said
Federal Securities Laws and (iii) to impose such other limitations or conditions
in connection with any such sale as the Company deems necessary or advisable in
order to comply with said Federal Securities Laws or any other law. Pledgor
covenants and agrees that he will execute and deliver such documents and take
such other action as the Company deems necessary or advisable in order to comply
with said Federal Securities Laws or any other law. Pledgor acknowledges and
agrees that such limitations may result in prices and other terms less favorable
to the seller than if such limitations were not imposed, and, notwithstanding
such limitations, agrees that any such sale shall be deemed to have been made in
a commercially reasonable manner, it being the agreement of Pledgor and the
Company that the provisions of this Section 5.5 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales
prices may exceed substantially the price at which the Company sells the Pledged
Collateral. The Company shall be under no obligation to delay a sale of any
Pledged Collateral for a period of time necessary to permit the issuer of any
securities contained therein to register such securities under the Federal
Securities Laws, or under applicable state securities laws, even if the issuer
would agree to do so.
(b) If the Company shall determine to exercise its right to sell all
or any of the Pledged Collateral and if in the opinion of counsel for the
Company it is necessary, or if in the opinion of the Company it is advisable, to
have the securities included in the Pledged Collateral or the portion thereof to
be sold registered under the provisions of the Federal Securities Laws, Pledgor
agrees, at his own expense, (i) to execute and deliver, and to use his best
efforts to cause each corporation whose securities are to be sold and their
directors and officers to execute and deliver, all such instruments and
documents, and to do or cause to be done all other such acts and things, as may
be necessary or, in the opinion of the Company, advisable to register such
securities under the provisions of the Federal Securities Laws and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be furnished,
and to make or cause to be made all amendments and supplements thereto and to
the related prospectus which, in the opinion of the Company, are necessary or
advisable, all in conformity with the requirements of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder, (ii) to use his best efforts to cause the corporation whose
securities are to be sold to agree to prepare, and to make available to its
security holders as soon as practicable, an earnings statement (which need not
be audited) covering the period of at least 12 months beginning with the first
month after the effective date of any such registration statement, which earning
statement will satisfy the provisions of Section 11(a) of the Securities Act of
1933, (iii) to use his best efforts to qualify such securities under state Blue
Sky or securities laws and to obtain the approval of any governmental
authorities for the sale of such securities as requested by the Company and (iv)
at the request of the Company, to indemnify and hold harmless the Company and
any underwriters (and any person controlling any of the foregoing) from and
against any loss, liability, claim, damage and expense (and reasonable counsel
fees incurred in connection therewith) under the Securities Act of 1933 or
otherwise insofar as such loss, liability, claim, damage or expense arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or prospectus or in any
preliminary prospectus or any amendment or supplement thereto, or arises out of
or is based upon any omission or alleged omission to state therein a material
fact required to be stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless of any
investigation made by or on behalf of the Company or any underwriters (or any
person controlling any of the foregoing); provided that Pledgor shall not be
liable in any case to the extent that any such loss, liability, claim, damage or
expense arises out of or is based on an untrue statement or alleged untrue
statement or an omission or an alleged omission made in reliance upon and in
conformity with written information furnished to such corporation by the Company
or any underwriter expressly for use in such registration statement or
prospectus.
5.6 Section Other Rights of the Company.
(a) The Company (i) shall have the right and power to institute and
maintain such suits and proceedings as it may deem appropriate to protect and
enforce the rights vested in it by this Pledge Agreement and (ii) proceed by
suit or suits at law or in equity to enforce such rights and to foreclose upon
the Pledged Collateral and to sell all, or from time to time, any of the Pledged
Collateral under the judgment or decree of a court of competent jurisdiction.
(b) The Company shall, to the extent permitted by applicable law,
without notice to Pledgor or any party claiming through him, without regard to
the solvency or insolvency at such time of any Person then liable for the
payment of any of the Obligations, without regard to the then value of the
Pledged Collateral and without requiring any bond from any complainant in such
proceedings, be entitled as a matter of right to the appointment of a receiver
or receivers (who may be the Company) of the Pledged Collateral or any part
thereof, and of the profits, revenues and other income thereof, pending such
proceedings, with such powers as the court making such appointment shall confer,
and to the entry of an order directing that the profits, revenues and other
income of the property constituting the whole or any part of the Pledged
Collateral be segregated, sequestered and impounded for the benefit of the
Company, and Pledgor irrevocably consents to the appointment of such receiver or
receivers and to the entry of such order.
(c) In no event shall the Company have any duty to exercise any
rights or take any steps to preserve the rights of Pledgor in the Pledged
Collateral, nor shall the Company be liable to Pledgor or any other Person for
any loss caused by the Company's failure to meet any obligation imposed by
Section 9-207(e) of the UCC or any successor provision. Without limiting the
foregoing, the Company shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if the
Pledged Collateral is accorded treatment substantially equal to that which the
Company accords its own property, it being understood that the Company shall not
have any duty or responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Collateral, whether or not the Company has or is deemed
to have knowledge of such matters or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Pledged Collateral.
5.7 Section Waiver and Estoppel.
(a) Pledgor agrees, to the extent he may lawfully do so, that he
will not at any time in any manner whatsoever claim or take the benefit or
advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or
redemption law, or any law permitting him to direct the order in which the
Pledged Collateral shall be sold, now or at any time hereafter in force which
may delay, prevent or otherwise affect the performance or enforcement of this
Pledge Agreement, and hereby waives all benefit or advantage of all such laws.
Pledgor covenants that he will not hinder, delay or impede the execution of any
power granted to the Company in this Pledge Agreement.
(b) Pledgor, to the extent he may lawfully do so, on behalf of
himself and all who claim through or under him, including without limitation any
and all subsequent creditors, vendees, assignees and lienors, waives and
releases all rights to demand or to have any marshalling of the Pledged
Collateral upon any sale, whether made under any power of sale granted herein or
pursuant to judicial proceedings or under any foreclosure or any enforcement of
this Pledge Agreement, and consents and agrees that all of the Pledged
Collateral may at any such sale be offered and sold as an entirety.
(c) Pledgor waives, to the extent permitted by law, presentment,
demand, protest and any notice of any kind (except the notices expressly
required hereunder) in connection with this Pledge Agreement and any action
taken by the Company with respect to the Pledged Collateral. Pledgor waives and
agrees not to assert any privileges which he may acquire under Section 9-112 of
the UCC.
5.8 Section Application of Moneys.
The proceeds of any sale of, or other realization upon, all or any
part of the Pledged Collateral shall be applied by the Company in the following
order of priority (Pledgor remaining liable for any deficiency remaining unpaid
after such application):
first, to payment of the expenses of such sale or other
realization, including reasonable compensation to the Company and its
agents and counsel, and all expenses, liabilities and advances incurred or
made by the Company, its agents and counsel in connection therewith or in
connection with the care, safekeeping or otherwise of any or all of the
Pledged Collateral, and any other unreimbursed expenses for which the
Company is to be reimbursed pursuant to Section 6.3;
second, to payment of the Obligations; and
finally, any surplus then remaining shall be paid to Pledgor,
or his successors or assigns, or to whomsoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.
ARTICLE VI
MISCELLANEOUS
6.1. Section Notices. All notices, requests and other communications
to any party hereunder shall be in writing and shall be given to such party at
its address set forth on the signature page hereof or to such other address as
such party may hereafter specify for the purpose by notice to the other. Each
such notice, request or other communication shall be effective (i) two days
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (ii) if given by any other means, when
delivered at the address specified in this Section. Rejection or refusal to
accept, or the inability to deliver because of a changed address of which no
notice was given shall not affect the validity of notice given in accordance
with this Section.
6.2. Section Waivers, Non-Exclusive Remedies. No failure on the
part of the Company to exercise, and no delay in exercising, no course of
dealing with respect to, any right under this Pledge Agreement shall operate as
a waiver thereof; nor shall any single or partial exercise by the Company of any
right under this Pledge Agreement preclude any other or further exercise thereof
or the exercise of any other right. The rights of the Company under this Pledge
Agreement are cumulative and are not exclusive of any other remedies provided by
law.
6.3. Section Expenses; Documentary Taxes. Pledgor shall forthwith
on demand pay all out-of-pocket expenses incurred by the Company, including fees
and disbursements of its counsel and agents, in connection with the preparation
and administration of this Pledge Agreement or the administration, sale or other
disposition of the Pledged Collateral or the preservation, protection or defense
of the rights of the Company in and to the Pledged Collateral. Pledgor shall
forthwith pay on demand the amount of any taxes which the Company may have been
required to pay be reason of the security interests granted in the Pledged
Collateral (including any applicable transfer taxes) or to free any of the
Pledged Collateral from the lien thereof.
6.4. Section Successors and Assigns. This Pledge Agreement is for
the benefit of the Company and its successors and assigns, and in the event of
an assignment of all or any of the Obligations, the rights hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Pledge Agreement shall be binding upon Pledgor and his
successors and assigns.
6.5. Section Amendments and Waivers. Any provision of this Pledge
Agreement may be amended or waived, if, but only if, such amendment or waiver is
in writing and is signed by Pledgor and the Company.
6.6. Section Delivery and Virginia Law. This Pledge Agreement has
been delivered in Virginia and shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, except as otherwise required by
mandatory provisions of law and except to the extent that remedies provided by
the laws of any jurisdiction other than Virginia are governed by the laws of
such jurisdiction.
Section 6.7. Limitation by Law; Severability. (a) All rights,
remedies and powers provided in this Pledge Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of law, and all the provisions of this Pledge Agreement are intended to be
subject to all applicable mandatory provisions of law which may be controlling
and be limited to the extent necessary so that they will not render this Pledge
Agreement invalid, unenforceable in whole or in part, or not entitled to be
recorded, registered or filed under the provisions of any applicable law.
(b) If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Company in order to carry out the
intentions of the parties hereto as nearly as may be possible; and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.
6.8. Section Counterparts; Effectiveness. This Pledge Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Pledge Agreement shall become effective when the Company shall
have received counterparts hereof signed by itself and Pledgor.
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the day and year first above written.
XXXXXX X. XXXXX, III
/S/ Xxxxxx X. Xxxxx, III
------------------------
SMITHFIELD FOODS, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------
Title: Assistant Secretary
Schedule I
List of Pledged Shares
Class Stock Certificate Par Number
Stock Issuer of Stock Nos. Value of Shares
------------ -------- ---------- ----- ---------
Smithfield Foods, Inc. Common CV99002 $0.50 1,000,000
