Contract

Exhibit 10.2

This Third Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of that certain Second Amended and Restated Intercreditor Agreement, dated as of April 2, 2015 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent for the ABL Secured Parties referred to therein, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the terms of the Credit and Security Agreement referred to therein, Smithfield Receivables Funding, LLC, Smithfield Foods, Inc. and the other Grantors (as defined below).
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or otherwise modified from time to time, this "Security Agreement") is entered into as of April 2, 2015 by and among Smithfield Foods, Inc., a Virginia corporation (the "Company"), and the other Persons listed on the signature pages hereof (each, including the Company, a "Grantor", and collectively, the "Grantors") and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, in its capacity as administrative agent (the "Administrative Agent") for the Secured Parties.
PRELIMINARY STATEMENTS
Certain of the Grantors, certain of the other subsidiaries of the Company and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement"). To secure the obligations of the Company under the Existing Credit Agreement, certain of the Grantors and certain of the other subsidiaries of the Company executed that certain Second Amended and Restated Security Agreement dated as of June 9, 2011 with the Administrative Agent (as amended, supplemented or otherwise modified prior to the date hereof, the "Prior Security Agreement").
Since the execution of the Prior Security Agreement, Farmland Foods, Inc. has merged with and into The Smithfield Packing Company, Incorporated and The Smithfield Packing Company, Incorporated is the successor in interest by merger to such party. As a result, Farmland Foods, Inc. is no longer party to the Existing Credit Agreement or the Prior Security Agreement.
Prior to the date hereof, The Smithfield Packing Company, Incorporated has changed its name to Smithfield Farmland Corp. and Premium Standard Farms, LLC has changed its name to Xxxxxx-Xxxxx of Missouri LLC.
Prior to the date hereof, Smithfield Farmland Sales Corp. has been joined as a subsidiary guarantor under the Existing Credit Agreement and a "grantor" under the Prior Security Agreement.
Contemporaneously with the execution hereof, the Grantors are entering into that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Credit Agreement") with the Administrative Agent and the lenders party thereto which, among other things, amends and restates the Existing Credit Agreement in full.
As required by the terms of the Credit Agreement, the parties hereto wish to amend and restate the Prior Security Agreement in its entirety as herein set forth (but not extinguish the security interests created thereby which are continued under the terms hereof).
ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1.    Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
1.2.    Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.
1.3.    Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in the Preliminary Statement, the following terms shall have the following meanings:
"Accounts" has the meaning set forth in Article 9 of the UCC.
"Additional Grantor" has the meaning set forth in Section 8.16.
"Aircraft Collateral" means all airplanes and other aircraft requiring registration with the United States Federal Aviation Administration, any successor agency or any similar state agency.
"Article" means a numbered article of this Security Agreement, unless another document is specifically referenced.
"Chattel Paper" has the meaning set forth in Article 9 of the UCC.
"Collateral" has the meaning set forth in Article II.
"Collateral Deposit Account" has the meaning set forth in Section 7.1(a).
"Collateral Report" means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.
"Commercial Tort Claims" shall have the meaning set forth in Article 9 of the UCC.
"Control" has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
"Controlled Deposit Account" means a Deposit Account that is subject to a Deposit Account Control Agreement, including any Collateral Deposit Account.
"Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to xxx for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.
"Deposit Account Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Loan Party, a banking institution holding such Loan Party's funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution.
"Deposit Accounts" has the meaning set forth in Article 9 of the UCC.
"Documents" has the meaning set forth in Article 9 of the UCC.
"Equipment" has the meaning set forth in Article 9 of the UCC.
"Excluded Accounts" means (i) deposit accounts, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers' compensation, pension benefits and similar expenses or taxes related thereto, (ii) each deposit account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero, (iii) each account, all the cash and Permitted Investments contained in which are subject to a Lien permitted under Section 6.02(g) of the Credit Agreement, (iv) each account, all the cash and Permitted Investments contained in which are subject to a Lien pursuant to Section 6.02(r) of the Credit Agreement to cash collateralize obligations under letters of credit or in respect of Banking Services Obligations or Swap Obligations; (v) each account, all the cash and Permitted Investments contained in which consist of proceeds of Indebtedness permitted by the Credit Agreement and/or proceeds from the sale, transfer or other disposition of Permitted Additional Secured Indebtedness Priority Collateral, in each case, to the extent depositing such cash or Permitted Investments in such account is required pursuant to the Permitted Additional Secured Indebtedness Documents; and (vi) accounts of the Grantors holding cash or Permitted Investments in an aggregate amount not to exceed $10,000,000 at any one time.
"Excluded Collateral" has the meaning set forth in Article II.
"Excluded Payments" has the meaning set forth in Section 4.6(d)(iii).
"Exhibit" refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.
"Farm Products" has the meaning set forth in Article 9 of the UCC.
"Fixtures" has the meaning set forth in Article 9 of the UCC.
"Foreign Subsidiary Voting Stock" means the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary.
"General Intangibles" has the meaning set forth in Article 9 of the UCC.
"Goods" has the meaning set forth in Article 9 of the UCC.
"Instruments" has the meaning set forth in Article 9 of the UCC.
"Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Patents, the Trademarks and the Licenses, and all rights to xxx at law or in equity for any Infringement thereof, including the right to receive all proceeds and damages therefrom.
"Inventory" has the meaning set forth in Article 9 of the UCC.
"Investment Property" means the collective reference to (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock") and (ii) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock.
"Issuer" means any issuer of any Investment Property.
"Joinder" has the meaning set forth in Section 8.16.
"Letter-of-Credit Rights" has the meaning set forth in Article 9 of the UCC.
"Licenses" means, with respect to any Person, all of such Person's right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to xxx for past, present, and future breaches thereof.
"Lock Boxes" has the meaning set forth in Section 7.1(a).
"Lock Box Agreements" has the meaning set forth in Section 7.1(a).
"Margin Stock" has the meaning assigned to such term in Regulation U.
"Material Intellectual Property" means the Intellectual Property listed on Exhibit G attached hereto.
"Patents" means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to xxx for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.
"Permitted Liens" means a Lien permitted by Section 6.02 of the Credit Agreement.
"Pledged Collateral" means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.
"Pledged Notes" means all promissory notes listed on Exhibit C and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).
"Pledged Stock" means the Equity Interests issued by each Receivables Entity and the Equity Interests issued by each Restricted Subsidiary, including those listed on Exhibit C, and together, in all cases, with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Security Agreement is in effect, in each case, to the extent not constituting Excluded Collateral.
"Receivables" means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.
"Regulation U" means Regulation U of the Board (12 CFR Part 221) as from time to time in effect and any successor or other regulation or official interpretation of the Board relating to the extension of credit by banks for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System.
"Section" means a numbered section of this Security Agreement, unless another document is specifically referenced.
"Secured Parties" means the Administrative Agent, the Lead Arrangers, the Lenders, any Affiliate of any Lender to which Secured Obligations are owed, the Issuing Banks and any other holder of Secured Obligations.
"Security" has the meaning set forth in Article 8 of the UCC.
"Stock Rights" means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.
"Supporting Obligations" has the meaning set forth in Article 9 of the UCC.
"Trademarks" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, trade styles, brand names, corporate names, business names, domain names, logos and other source or business identifiers and the registrations and applications for registration thereof; all common-law rights related thereto, and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights corresponding to any of the foregoing throughout the world.
"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent's or any other Secured Party's Lien on any Collateral.
"Vehicles" means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state.
1.4.    Other Definitional Provisions. The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section and Exhibit references are to this Security Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof.
ARTICLE II    
GRANT OF SECURITY INTEREST
Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in (and continues the security interest created by the Prior Security Agreement in) all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the "Collateral"), including:
(i)    all Accounts;
(ii)    all Chattel Paper;
(iii)    all Copyrights, Patents, Trademarks and Licenses;
(iv)    all Documents;
(v)    all Equipment;
(vi)    all Fixtures;
(vii)    all General Intangibles;
(viii)    all Goods;
(ix)    all Instruments;
(x)    all Inventory;
(xi)    all Investment Property;
(xii)    all cash or cash equivalents;
(xiii)    all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
(xiv)    all Deposit Accounts with any bank or other financial institution (including all cash and other items deposited therein or credited thereto);
(xv)    all Commercial Tort Claims listed on Exhibit H;
(xvi)    all Farm Products;
(xvii)    and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;
to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that notwithstanding any of the other provisions set forth in this Article II, this Security Agreement shall not constitute a grant of a security interest in any of the following assets, now owned or hereafter acquired or arising (the following assets being hereinafter collectively referred to as the "Excluded Collateral"): (a) any treasury stock of the Company; (b) any Equity Interest or group of Equity Interests issued by a Foreign Subsidiary representing more than 65% of the total outstanding Foreign Subsidiary Voting Stock of such Foreign Subsidiary; (c) any lease, license, contract, or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (d) any asset owned by any Grantor that is subject to a Permitted Lien or other contractual obligation that prohibits or requires the consent of any Person (other than the Company) not obtained as a condition to the creation of any lien on such asset (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (e) any "intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed, at which point such application shall constitute Collateral hereunder), (f) any property to the extent that such grant of such security interest is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law is ineffective under applicable law, (g) any Vehicle, (h) all Aircraft Collateral, (i) any Equity Interest issued by an Unrestricted Subsidiary that is not a Receivables Entity, (j) [reserved], (k) Margin Stock owned by any Grantor on the Effective Date and Margin Stock purchased by the Grantors subsequent to the Effective Date in an aggregate fair market value not to exceed $2,000,000; provided that no Margin Stock shall constitute Excluded Collateral upon the Company delivering a Form FR U-1 and a Form FR G-3 in accordance with Section 5.5 and (l) for so long as no Permitted Additional Secured Indebtedness is outstanding, any Permitted Additional Secured Indebtedness Priority Collateral. Notwithstanding the foregoing, the security interest of the Administrative Agent shall attach immediately to the property described in clauses (c), (d) and (f) at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or such the breach or prohibition is no longer applicable or when the applicable Permitted Lien is released and, to the extent severable, shall attach immediately to any portion of such property that does not result in any of the consequences specified in clauses (c), (d) or (f) of this paragraph, including any proceeds of such property. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral.
ARTICLE III    
REPRESENTATIONS AND WARRANTIES
Each Grantor represents and warrants to the Administrative Agent and the other Secured Parties that:
3.1.    Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit D, the Administrative Agent will have a fully perfected first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).
3.2.    Type and Jurisdiction of Organization, Organizational and Tax Identification Numbers. As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, the type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.
3.3.    Principal Location. (a) In the case of a Grantor that is not a registered organization such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business) as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto are disclosed in Exhibit A and (b) in the case of other Grantors, as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A.
3.4.    Deposit Accounts. As of the Effective Date, all of such Grantor's Deposit Accounts (other than deposit accounts with total aggregate balances of less than $1,000,000 that are Excluded Accounts) are listed on Exhibit B.
3.5.    Exact Names. As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, such Grantor's name in which it has executed this Security Agreement is the exact name as it appears in such Grantor's organizational documents, as amended, as filed with such Grantor's jurisdiction of organization. As of the Effective Date, such Grantor has not, during the past five years (i) other than as set forth in Part A of Exhibit A, been known by or used any other corporate or fictitious name, (ii) except as described on Exhibit E, been a party to any merger or consolidation or (iii) except as described in Exhibit E, acquired all of the Equity Interests or all or substantially all of the assets, or a business unit, division, product line or line of business of a Person.
3.6.    Letter-of-Credit Rights and Chattel Paper. As of the Effective Date, Exhibit F lists all Letter-of-Credit Rights that are not Supporting Obligations and Chattel Paper of such Grantor involving amounts, individually or in the aggregate, in excess of $10,000,000. As of the date of the most recent delivery of quarterly and annual financial statements in accordance with the Credit Agreement, Exhibit F lists all Chattel Paper of such Grantor involving amounts, individually, in excess of $10,000,000. All actions requested by the Administrative Agent to be taken by such Grantor to protect and perfect the Administrative Agent's Lien on the Chattel Paper listed on Exhibit F (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) have been duly taken. The Administrative Agent will have a fully perfected security interest in the Chattel Paper listed on Exhibit F prior to any other Liens other than Permitted Liens. Such Grantor has not pledged, assigned or delivered any letter of credit or Chattel Paper to any third party other than the Administrative Agent or the agent, trustee or representative acting on behalf of the Permitted Additional Secured Indebtedness.
3.7.    Accounts and Chattel Paper.
(a)    The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.
(b)    [Reserved].
(c)    In addition, with respect to all of its Accounts included in any Borrowing Base Certificate, and except as could not reasonably be expected to result in a Material Adverse Effect (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; and (ii) to such Grantor's knowledge, all Account Debtors have the capacity to contract.
3.8.    Inventory. (a) With respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate, Exhibit A sets forth the information required thereby for all of such Grantor's Inventory (other than Inventory in transit) located at a location (i) owned by such Grantor and (ii) which is leased by such Grantor as lessee (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory of the Grantors at all leased real properties is located, as designated in Part B of Exhibit A and (b)(i) as of the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment where the aggregate value of the Inventory of such Grantor at such location is in excess of $1,000,000 and (ii) with respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate delivered subsequent to the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory located at locations at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment. In addition, the completion of manufacture, sale or other disposition of such Inventory (other than Inventory which contains or bears Intellectual Property rights licensed to a Grantor) by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.
3.9.    Intellectual Property.
(a)    Exhibit G is, as of the Effective Date, a complete and correct list of certain registered Intellectual Property owned by the Grantors representing approximately 80% of the aggregate value of all of the registered Intellectual Property owned by the Grantors as of the Effective Date, as calculated in good faith by the Company using a valuation methodology believed to be reasonable, as of the Effective Date.
(b)    Except for dispositions permitted under the Credit Agreement, such Grantor owns or has the right to use all Material Intellectual Property free and clear of all Liens other than Permitted Liens.
(c)    On the date hereof, all Material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and to such Grantor's knowledge, does not infringe, impair, misappropriate, dilute or otherwise violate ("Infringe") the intellectual property rights of any other Person in a manner that could reasonably be expected to materially impair the value of such Intellectual Property, taken as a whole, and, except as could not reasonably be expected to result in a Material Adverse Effect, is not being Infringed by any other Person.
(d)    Except as set forth in Exhibit G, on the date hereof, none of the Material Intellectual Property is the subject of any licensing or franchising agreement pursuant to which such Grantor is the licensor.
(e)    No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor's rights in, any Intellectual Property in any respect, and such Grantor knows of no valid basis for same, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(f)    No action or proceeding is pending, or, to the knowledge of such Grantor, threatened or imminent, on the date hereof (i) seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property or such Grantor's interest therein, or (ii) which, if adversely determined, would materially affect the value of any Intellectual Property to such Grantor, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(g)    This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit D and a short form of this Security Agreement with the United States Patent and Trademark Office and United States Copyright Office, fully perfected first priority security interests (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in favor of the Administrative Agent on such Grantor's Material Intellectual Property, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent's Lien on such Grantor's Material Intellectual Property has been duly taken.
3.10.    Filing Requirements. As of the Effective Date, none of such Grantor's Equipment is covered by any certificate of title, except for Vehicles and Aircraft Collateral. As of the Effective Date, none of the Collateral owned by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) Vehicles; (b) Patents, Trademarks and Copyrights held by such Grantor; and (c) other Collateral in an aggregate amount not in excess of $5,000,000.
3.11.    No Financing Statements, Security Agreements. No effective financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any relevant jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent on behalf of the Secured Parties as the secured party or (b) as permitted by Section 4.1(e).
3.12.    Pledged Collateral.
(a)    As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral which represents indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b)    In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Administrative Agent in respect thereof, (ii) other than in connection with a disposition permitted pursuant Section 6.05 of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to issue additional Equity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c)    As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in Exhibit C, such Grantor owns 100% of the issued and outstanding Equity Interests of each issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Secured Obligations) or subject to the terms of an indenture.
ARTICLE IV    
COVENANTS
From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:
4.1.    General.
(a)    Collateral Records. Such Grantor will maintain in all material respects complete and accurate books and records with respect to the Collateral owned by it, and furnish to the Administrative Agent, with sufficient copies for each of the Lenders, such reports relating to such Collateral as the Administrative Agent shall from time to time reasonably request.
(b)    Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Administrative Agent in order to maintain, to the extent required hereunder or under the Credit Agreement, a first priority perfected security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any .UCC jurisdiction and may (i) indicate such Grantor's Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c)    Further Assurances: Exceptions to Perfection. Such Grantor will, upon the request of the Administrative Agent, furnish to the Administrative Agent statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may reasonably specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder. Notwithstanding the foregoing however, in addition to the other exceptions made in this Security Agreement to the perfection of the Liens created hereby, if no Default exists:
(i)    a Grantor may retain any letters of credit and money received or held in the ordinary course of business;
(ii)    a Grantor shall not be required to:
(A)    take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Administrative Agent in the Equity Interest of any Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the United States of America;
(B)    obtain and deliver to the Administrative Agent, for the purpose of any fixture filings to be made by the Administrative Agent, real property descriptions for any of such Debtor's locations or places of business;
(C)    file or have filed any effective financing statement under the provisions of the Food Security Act of 1985 (7 X.X.X. §0000, as amended) and the regulations promulgated thereunder; or
(D)    obtain the consent of any third party with respect to the pledge hereunder of any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary or otherwise cause the Administrative Agent to have Control over any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary.
(d)    Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions permitted pursuant to Section 6.05 of the Credit Agreement.
(e)    Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) other Permitted Liens.
(f)    Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except in respect of Liens permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the UCC.
(g)    Locations. Such Grantor will not maintain any Inventory, Equipment, Farm Products, books and records relating to the Collateral or other tangible Collateral (other than Collateral in transit) owned by it at any location (other than (i) those locations listed on Exhibit A or identified in a notice delivered to the Administrative Agent pursuant to Section 4.13, and (ii) those locations not required by Section 3.8 to be listed on Exhibit A) unless it shall have notified the Administrative Agent in writing, by amending, supplementing or restating Exhibit A hereto to add any such other location, no later than the date required for delivery of the Borrowing Base Certificate pursuant to Section 5.01(f) of the Credit Agreement and shall have obtained a Collateral Access Agreement for each such location to the extent required by Section 4.13.
(h)    Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral except to the extent any failure to comply could not reasonably be expected to result in a Material Adverse Effect.
4.2.    Receivables.
(a)    Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, so long as no Event of Default shall have occurred and be continuing, such Grantor may reduce the amount of any Receivable in accordance with its present policies and in the ordinary course of business or otherwise as appropriate in its commercially reasonable business judgment.
(b)    Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will use commercially reasonable efforts to collect and enforce, at such Grantor's sole expense and as appropriate in its commercially reasonable business judgment, all amounts due or hereafter due to such Grantor under the Receivables owned by it.
(c)    Delivery of Invoices. At the request of the Administrative Agent, such Grantor will promptly deliver to the Administrative Agent duplicate invoices with respect to each Account requested by the Administrative Agent and owned by such Grantor bearing such language of assignment as the Administrative Agent shall specify.
(d)    [Reserved].
(e)    Electronic Chattel Paper. Such Grantor shall take all steps requested by the Administrative Agent to grant the Administrative Agent Control of all electronic chattel paper involving amounts in excess of $5,000,000, in accordance with the UCC and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
4.3.    Inventory and Equipment.
(a)    Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment material to the conduct of its business in good repair and working and saleable condition, except for (i) damaged or defective goods arising in the ordinary course of such Grantor's business, (ii) ordinary wear and tear in respect of the Equipment, (iii) casualty and condemnation events (to the extent such casualty or condemnation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) and (iv) dispositions permitted pursuant to the Credit Agreement.
(b)    Returned Inventory. Such Grantor shall, at such time as any Financial Officer of such Grantor knows or should have known, promptly report to the Administrative Agent any return of Inventory involving an amount in excess of $20,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Administrative Agent's written instructions; and (iv) not issue any credits or allowances with respect thereto without the Administrative Agent's prior written consent. All returned Inventory shall be subject to the Administrative Agent's Liens thereon.
(c)    Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory or other similar procedure in accordance with GAAP at least once per fiscal year, and after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Such Grantor, at its own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.
4.4.    Delivery of Instruments, Securities, Chattel Paper and Documents. Subject to the Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent, within 30 days of the execution of this Security Agreement (or such later date as the Administrative Agent may agree to in its sole discretion) any Chattel Paper, Certificated Securities and Instruments constituting Collateral owned by it whose value exceeds $5,000,000, (b) hold in trust for the Administrative Agent upon receipt and (i) promptly thereafter deliver to the Administrative Agent, all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) contemporaneously with the delivery of quarterly and annual financial statements in accordance with the Credit Agreement, deliver to the Administrative Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral whose value exceeds $5,000,000; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Administrative Agent, such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c) cause any Indebtedness of a Restricted Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request; provided that the Company will deliver to the Administrative Agent a duly executed global note for loans among the Company and the Restricted Subsidiaries together with proper instruments of assignment duly executed and such other instruments or documents as the Administrative Agent may reasonably request within 30 days of the Effective Date, or such longer period as the Administrative Agent may agree, in its sole discretion, and (d) upon the Administrative Agent's reasonable request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral; provided that prior to an Event of Default, no Grantor shall have any obligation to deliver any such Documents with a value, in any individual case, less than $3,000,000.
4.5.    Uncertificated Pledged Collateral. (%3) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral that constitutes Permitted Investments in an Excluded Account.
(a)    Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Administrative Agent, shall at all times hereafter be represented by a certificate, which shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction.
(b)    Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a "security" within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a "security" within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a "security" and issue any certificate representing such interest if promptly thereafter the applicable Grantor delivers such certificate to the Administrative Agent).
(c)    In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Effective Date such Grantor shall promptly thereafter provide the Administrative Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.
4.6.    Pledged Collateral.
(d)    Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any Subsidiary that is an issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for dissolutions, mergers or liquidations permitted pursuant to Section 6.03 of the Credit Agreement, Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity (except for mergers or consolidations permitted pursuant to Section 6.03 of the Credit Agreement), or (ii) vote any such Pledged Collateral in favor of any of the foregoing.
(e)    Issuance of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer any Subsidiary that is an issuer of Pledged Stock owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or any other Grantor.
(f)    Registration of Pledged Collateral. If an Event of Default shall have occurred and be continuing, such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Administrative Agent.
(g)    Exercise of Rights in Pledged Collateral.
(i)    Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.
(ii)    Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.
(iii)    Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral held by it to the extent not in violation of the Credit Agreement other than dividends and interest paid at any time when an Event of Default shall have occurred and be continuing (collectively referred to as the "Excluded Payments"); provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement.
(iv)    All Excluded Payments, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral (or, if paid in cash, deposited in a Controlled Deposit Account) and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral or deposited in a Controlled Deposit Account, as applicable, in the same form as so received (with any necessary endorsement).
(v)    Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.
4.7.    Intellectual Property.
(a)    At the request of the Administrative Agent such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any Material Intellectual Property held by such Grantor and to enforce the security interests granted hereunder.
(b)    To the extent constituting Material Intellectual Property, such Grantor will (i) continue to use in all material respects each Trademark in connection with each and every trademark class of goods or services applicable to its current business in order to maintain such Trademark in full force free in all material respects from any claim of abandonment for non-use, (ii) maintain as in the past the quality of all products and services offered under such Trademark in all material respects, (iii) use each Trademark with all appropriate notices of registration and other legends required by applicable laws in all material respects, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any material respect.
(c)    Such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public, in any respect that could reasonably be expected to have a Material Adverse Effect.
(d)    Such Grantor will not (and will use commercially reasonably efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired to the extent that could reasonably be expected to have a Material Adverse Effect. Such Grantor will not (either itself or through licensees) do any act whereby any portion of any Copyright may fall into the public domain to the extent that could reasonably be expected to have a Material Adverse Effect.
(e)    Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to Infringe the intellectual property rights of any other Person in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(f)    Such Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any application or registration relating to any Material Intellectual Property is reasonably likely to become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's rights in, or the validity, enforceability, ownership or use of any Material Intellectual Property, including, without limitation, its right to register the same, or to keep and maintain the same.
(g)    Upon request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative Agent's security interest in any registered Intellectual Property (or, with respect to any Material Intellectual Property, the Administrative Agent's first priority security interest therein).
(h)    Such Grantor shall take all actions necessary or reasonably requested by the Administrative Agent to maintain the registration of each of its material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine, in its reasonable business judgment, that such Patent, Trademark or Copyright is not material to the conduct of such Grantor's business or the business of the Grantors, taken as a whole.
(i)    Such Grantor shall, unless it shall, in its reasonable business judgment, determine that such Intellectual Property is in no way material to the conduct of its business or operations (or the business or operations of the Grantors, taken as a whole), promptly take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property, including, by suing for Infringement, and recovering any and all damages for such Infringement. In the event that such Grantor institutes suit because any of its Intellectual Property constituting Collateral is Infringed, such Grantor shall comply with Section 4.8.
4.8.    Commercial Tort Claims. Such Grantor shall promptly, and in any event within 30 days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim (as defined in the UCC) in excess of $10,000,000 acquired by it and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit I hereto, granting to Administrative Agent a first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in such Commercial Tort Claim.
4.9.    Commodity and Security Accounts. Unless an Event of Default exists, no Grantor will be required to grant the Administrative Agent Control over any commodity or securities account. At the Administrative Agent's request after the occurrence and during the continuation of an Event of Default, each Grantor will take such action as the Administrative Agent may require to grant the Administrative Agent Control over all commodities accounts and all securities accounts that are not Excluded Accounts owned by the Grantors.
4.10.    No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.
4.11.    Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts after the Effective Date to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Inventory is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided that such Grantor shall not be required to seek to obtain a Collateral Access Agreement with respect to any location (i) subject to a Collateral Access Agreement (as defined in the Existing Credit Agreement or the 2009 Credit Agreement) pursuant to the Prior Security Agreement (or the pledge and security agreement delivered in connection with the 2009 Credit Agreement) or for which such Grantor used commercially reasonable efforts to obtain a Collateral Access Agreement pursuant to the Prior Security Agreement (or the pledge and security agreement delivered in connection with the 2009 Credit Agreement), (ii) where Inventory is held by a bailee or on consignment at which the value of the Inventory stored or located is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all locations where Inventory is held by a bailee or on consignment and (iii) which is real property leased by such Grantor where the aggregate value of the Inventory of such Grantor at such location is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all leased real properties is located. Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Inventory is or may be located.
4.12.    Deposit Account Control Agreements. Such Grantor will provide to the Administrative Agent a Deposit Account Control Agreement in respect of each deposit account of such Grantor, other than any Excluded Account, duly executed on behalf of such Grantor and each financial institution holding such deposit account of such Grantor; provided that, the Administrative Agent may, in its discretion, defer delivery of any such Deposit Account Control Agreement, and may require such Grantor to open and maintain a new deposit account with a financial institution subject to a Deposit Account Control Agreement; provided further that no such Deposit Account Control Agreement shall be required prior to the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion). In the case of Deposit Accounts (other than Excluded Accounts) maintained with Lenders, the terms of the agreement granting Control shall be subject to the provisions of the Credit Agreement regarding setoffs. Notwithstanding the foregoing, the Company shall determine the aggregate balance of cash and Permitted Investments of all Grantors in accounts (other than Excluded Accounts) not subject to Deposit Account Control Agreements or other appropriate Control agreements in favor of the Administrative Agent at each time when the Company delivers Borrowing Base reports pursuant to Section 5.01(f) of the Credit Agreement and if such aggregate balance shall at any time of determination exceed $10,000,000, the Company shall promptly eliminate such excess from such accounts or shall within 30 days enter, or cause the applicable Grantors to enter, into one or more Deposit Account Control Agreements or other appropriate Control agreements with respect to each relevant account in favor of the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent so that there shall not thereafter be any such excess.
4.13.    Change of Name or Location. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) in the case of a Grantor that is not a registered organization, change its chief executive office or sole place of business, as applicable, as set forth in this Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or organization, or (e) change its state of incorporation or organization, in each case, unless it shall have provided the Administrative Agent at least fifteen days' days prior written notice thereof and taken any action reasonably requested by the Administrative Agent in connection therewith to continue the perfection following such change of any Liens in favor of the Administrative Agent, on behalf of Secured Parties, in any Collateral; provided that any new location shall be in the United States.
4.14.    Updated Collateral Information. Such Grantor shall promptly furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request, such updates to the information covered by Article III, including any of Exhibits A through I hereto, such that such updated information and exhibits are true and correct as of the date so furnished.
ARTICLE V    
REMEDIES
5.1.    Remedies.
(f)    Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:
(i)    those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that this Section 5.1(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Secured Parties prior to an Event of Default;
(ii)    those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement;
(iii)    give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities or commodity intermediary and take any action therein with respect to such Collateral;
(iv)    without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and
(v)    concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.
(g)    The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
(h)    The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.
(i)    Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Administrative Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.
(j)    Notwithstanding the foregoing, neither the Administrative Agent nor the Secured Parties shall be required to (1) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.
(k)    Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.
5.2.    Grantor's Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:
(d)    assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor's premises or elsewhere;
(e)    permit the Administrative Agent, by the Administrative Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;
(f)    prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the Administrative Agent may specify;
(g)    take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and
(h)    at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent's request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.
5.3.    Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor's or any other Grantor's Inventory directly to any person, including without limitation persons who have previously purchased any such Inventory and in connection with any such sale or other enforcement of the Administrative Agent's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.
5.4.    Subordination. Each Grantor and each Issuer that executes and delivers any Acknowledgement and Consent confirming that it is bound hereby, hereby agrees that, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing to it by the Company or any of its Restricted Subsidiaries shall be fully subordinated to the indefeasible payment in full in cash of such Grantor's Secured Obligations or Guaranteed Obligations, as the case may be.
5.5.    Margin Stock. In the event that the aggregate fair market value of the Margin Stock owned by the Grantors exceeds $2,000,000, the Company shall deliver to the Administrative Agent a completed Form FR U-1 and a completed Form FR G-3 reasonably satisfactory to the Administrative Agent.
ARTICLE VI    
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
6.1.    Account Verification. The Administrative Agent may upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent's own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent's satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.
6.2.    Authorization for Secured Party to Take Certain Action.
(a)    Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply, subject to the Intercreditor Agreement, the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.
(b)    All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent's interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(i)-(vi) and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.
6.3.    Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT.
6.4.    Nature of Appointment; Limitation of Duty.    THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
ARTICLE VII    
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS;
DEPOSIT ACCOUNTS
7.1.    Collection of Receivables; Lockbox of Payments.
(c)    Lockboxes. On or before the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion), each Grantor shall (a) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than an Excluded Account) maintained by such Grantor as of the Effective Date into which cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a "Collateral Deposit Account"), which Collateral Deposit Accounts are identified as such on Exhibit B, and (b) establish lock box service (the "Lock Boxes") with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to any Controlled Deposit Account (a "Lock Box Agreement"). After the Effective Date, each Grantor will comply with the terms of Section 7.2.
(d)    Notice to Account Debtors and Receivables Entity. Each Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes or Collateral Deposit Accounts provided that each Receivables Originator may direct its Account Debtors to make payments to lock boxes and Deposit Accounts owned by or otherwise under the Control of the Receivables Entity. Each Receivable Originator will cause the Receivable Entity to forward payments arising from the sale by the Receivable Originators of their Receivables directly to one of the Lock Boxes or Collateral Deposit Accounts.
7.2.    Funds in the Controlled Deposit Accounts. When no Event of Default exists, the Grantors shall be entitled to utilize the funds in any Controlled Deposit Account. When an Event of Default exists and the Administrative Agent provides notice thereof to the depository bank at which a Controlled Deposit Account is maintained, no Grantor shall be entitled to utilize the funds in the such Controlled Deposit Account, the Administrative Agent shall have sole access to the related Lock Boxes and such Controlled Deposit Accounts and no Grantor shall otherwise remove any item from such Lock Boxes or from such Controlled Deposit Account without the Administrative Agent's prior written consent. After notice has been provided pursuant to the foregoing sentence, if any Grantor thereafter shall refuse or neglect to notify any Account Debtor or the Receivables Entity to forward payments directly to a Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account, the Administrative Agent be entitled to make such notification directly to Account Debtor or the Receivables Entity. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables (whether from the payment thereof, the sale to the Receivables Entity or otherwise) while an Event of Default exists such Grantor shall receive such payments as the Administrative Agent's trustee, and shall promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it in a Collateral Deposit Account.
7.3.    Covenant Regarding New Deposit Accounts; Lock Boxes. Before opening or replacing any Collateral Deposit Account or other Deposit Account (other than an Excluded Account), or establishing a new Lock Box, each Grantor shall cause each bank or financial institution in which it seeks to open (i) a Deposit Account, to enter into a Deposit Account Control Agreement with the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the Administrative Agent in order to give the Administrative Agent Control of the Lock Box. In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.
7.4.    Application of Proceeds; Deficiency. At any time that an Event of Default has occurred and is continuing the Administrative Agent may require all cash proceeds of the Collateral, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral account. Any such proceeds of the Collateral received when an Event of Default exists shall be applied, subject to the Intercreditor Agreement, in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Company's general operating account with the Administrative Agent or as a court of competent jurisdiction shall otherwise direct. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency.
ARTICLE VIII    
GENERAL PROVISIONS
8.1.    Waivers. To the maximum extent permitted under applicable law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.
8.2.    Limitation on Administrative Agent's and Secured Parties' Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent's exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.
8.3.    Compromises and Collection of Collateral. The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.
8.4.    Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and failed to so in the time frame required hereunder, and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors' obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable not later than 10 Business Days after receipt of a reasonably detailed invoice therefor.
8.5.    Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 4.12, 4.13, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.
8.6.    Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders required under Section 9.02 of the Credit Agreement).
8.7.    No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent or any Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Except for the execution and delivery of a Joinder Agreement pursuant to Section 5.13 of the Credit Agreement and Section 8.16 hereof, no waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement (and in compliance with the Intercreditor Agreement) and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Secured Parties until the Secured Obligations have been paid in full. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
8.8.    Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security 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 Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.
8.9.    Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
8.10.    Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Lenders and any assignment in violation of this Section 8.10 shall be null and void. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Secured Parties, hereunder.
8.11.    Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.
8.12.    Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State or other taxing entity or authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse, as set forth in Section 9.03 of the Credit Agreement, the Administrative Agent for any and all out-of-pocket expenses paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.
8.13.    Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.
8.14.    Termination; Release. (%3) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) are outstanding.
(a)    Liens on the Collateral will be released in accordance with Section 9.02(d) of the Credit Agreement and Section 4.2 of the Intercreditor Agreement.
8.15.    Entire Agreement; Amendment and Restatement. This Security Agreement together with the other Loan Documents embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral. This Security Agreement amends and restates in its entirety the Prior Security Agreement. The execution of this Security Agreement does not extinguish the Liens created under the Prior Security Agreement nor does it constitute a novation with respect to such Liens, which Liens are continued hereunder.
8.16.    Additional Grantors. Each Grantor acknowledges that, pursuant to Section 5.13 of the Credit Agreement, the Company and each other Loan Party is required to cause each Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an "Additional Grantor") by executing and delivering a Joinder Agreement (a "Joinder") substantially in the form of Exhibit D to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor. Upon delivery of any such Joinder to the Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent's or any of the other Secured Party's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor. This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.
8.17.    Choice of Law. This Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflict of laws principles thereof, but giving effect to federal laws applicable to national banks. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.
8.18.    Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or by other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement.
8.19.    Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Security Agreement, the Liens granted pursuant to this Security Agreement or any other Loan Document shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Administrative Agent hereunder or thereunder shall be subject to the terms and conditions of), the Intercreditor Agreement. In the event of any conflict between this Security Agreement or any other Loan Document and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Permitted Additional Secured Indebtedness Priority Collateral for so long as any Permitted Additional Secured Indebtedness is outstanding, any obligation of the Company and other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any Permitted Additional Secured Indebtedness Priority Collateral, the novation of any lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Permitted Additional Secured Indebtedness Priority Collateral shall be deemed to be satisfied if the Company or such Grantor, as applicable, complies with the requirements of the similar provision of the applicable Permitted Additional Secured Indebtedness Document. For so long as any Permitted Additional Secured Indebtedness is outstanding, the delivery of any Permitted Additional Secured Indebtedness Priority Collateral to the agent, trustee or representative acting on behalf of the Permitted Additional Secured Indebtedness pursuant to the Permitted Additional Secured Indebtedness Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
ARTICLE IX    
NOTICES
9.1.    Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.
GRANTORS:

Smithfield Foods, Inc., a Virginia corporation


By:    /s/ Xxxxxxx X. Xxxxxxx                
Name: Xxxxxxx X. Xxxxxxx    
Title: Vice President and Corporate Treasurer    


Xxxxx'x Realty Partnership, a North Carolina general partnership
Xxxxxxx'x Realty Partnership, a North Carolina general partnership
Smithfield-Xxxxxxx'x Farms, a Virginia general partnership

By:
Xxxxxx-Xxxxx, LLC, as a general partner of each


By:    /s/ Xxxxxxx X. Xxxxxxx            
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President

Xxxxxx-Xxxxxxx Meats LLC, a Delaware limited liability company
Xxxx Xxxxxxx & Co., a Delaware corporation
Xxxxxx Farms of Texhoma, Inc., an Oklahoma corporation
Xxxxxx-Xxxxx LLC, a Delaware limited liability company
Xxxxxx-Xxxxx of Missouri LLC, a Delaware limited liability company
Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company
Premium Pet Health, LLC, a Delaware limited liability company
Smithfield Global Products Inc., a Delaware corporation
Smithfield Farmland Corp., a Delaware corporation
Smithfield Purchase Corporation, a North Carolina corporation
Smithfield Transportation Co., Inc., a Delaware corporation
Stefano Foods, Inc., a North Carolina corporation
SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation
Smithfield Farmland Sales Corp., a Delaware corporation


By:    /s/ Xxxxxxx X. Xxxxxxx                
Name: Xxxxxxx X. Xxxxxxx    
Title: Vice President    


Jonmor Investments, Inc., a Delaware corporation
Patcud Investments, Inc., a Delaware corporation
SFFC, INC., a Delaware corporation
SF Investments, Inc., a Delaware corporation


By:    /s/ Xxxxxxx X. Porter_____________________
Name:    Xxxxxxx X. Xxxxxx
Title:    President, General Counsel, Assistant
Treasurer and Assistant Secretary


COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent


By: /s/ Xxxx Xxxxxxxxx                
Xxxx Xxxxxxxxx
Executive Director


By: /s/ Xxxxx Xxxxxx                
D. Xxxxx Xxxxxx
Executive Director



EXHIBITS


Exhibit A    –    Information and Collateral Locations
Exhibit B    –    Deposit Accounts and Lock Boxes
Exhibit C    –    Pledge Collateral, Securities and Other Investment Property
Exhibit D    –    Offices in which Financing Statements will be Filed
Exhibit E    –    Mergers and Acquisitions
Exhibit F    –    Letter of Credit Rights and Chattel Paper
Exhibit G    –    Intellectual Property
Exhibit H    –    Commercial Tort Claims


Exhibit A
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement

Information and Collateral Locations
Part A
Notice Address for all Grantors:

Smithfield Foods, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxx and Xxx Xxxxxxxx
Fax: 000-000-0000 / 000-000-0000
Current Legal Name
Former Legal Names (if any), within the last five years
Organization Type
Jurisdiction of Organization
EIN
Org ID
Address of Principal Place of Business/Chief Executive
Office
Smithfield Foods, Inc.
 
Corporation
Virginia
52-
00845861
VA
0488419-3
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxxxx-Xxxxxxx Meats
LLC
 
Limited Liability Company
Delaware
00-
0000000
XX
0000000
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxxxx'x Realty
Partnership
 
Partnership
North
Carolina
30-
0163824
N/A
0000 Xxxxxxx 00 Xxxx
Xxxxxx, XX 00000
Xxxxxxx'x Realty
Partnership
 
Partnership
North
Carolina
56-
1811510
N/A
0000 Xxxxxxx 00 Xxxx
Xxxxxx, XX 00000
Xxxx Xxxxxxx & Co.
 
Corporation
Delaware
36-
2332471
DE
0668116
000 Xxxx Xxxxxx Xxxx
XX 00000-0000
Jonmor Investments, Inc.
 
Corporation
Delaware
51-
0374361
DE
2607364
000 Xxxxxxx Xxxxxxxx, 0000
Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxx-Xxxxx LLC
 
Limited Liability
Company
Delaware
00-
0000000
XX
0000000
0000 Xxxxxxx 00 Xxxx
Xxxxxx, XX 00000
Patcud Investments, Inc.
 
Corporation
Delaware
51 -
0336853
DE
2276335
000 Xxxxxxx Xxxxxxxx, 0000
Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxxx, LLC
Patcud Merger Sub, LLC; Xxxxxxx Xxxxxx, Incorporated; PC Express, Inc.; 814 Americas, Inc.
Limited Liability
Company
Delaware
00-0000000

DE 4970459
Xxx Xxxxx Xxxxx-Xxxx Xxxx
Xxxxxx, XX 00000
Premium Pet Health, LLC
 
Limited Liability
Company
Delaware
00-0000000

DE 3884243
0000 X. 00xx Xxx.
Xxxxxx, XX 00000
Xxxxxx-Xxxxx of Missouri LLC
Premium Standard
Farms, LLC
Limited Liability
Company
Delaware
26-
2335393
DE
4400858
X.X. Xxx 000/Xxx 00 X
Xxxxxxxxx, Xxxxxxxx 00000
SF Investments, Inc.
 
Corporation
Delaware
51-
0326024
DE
2222594
000 Xxxxxxx Xxxxxxxx, 0000
Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
SFFC, Inc.
 
Corporation
Delaware
51-
0335501
DE
2267124
000 Xxxxxxx Xxxxxxxx, 0000
Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Smithfield Global Products Inc.
 
Corporation
Delaware
00-0000000
DE 3210353
000 Xxxx Xxxxx Xxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Smithfield Purchase
Corporation
 
Corporation
Xxxxx
Xxxxxxxx
00-
0000000
XX
00000 13
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Smithfield Transportation
Co., Inc.
Smithfield Packing
Transportation Co., Inc.; Xxxxxxxx Transportation Co.; LPC Transport, Inc.; Valleydale Transportation Company, Inc.
Corporation
Delaware
54-
1537778
DE
2220846
000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Smithfield-Xxxxxxx'x Farms
 
Partnership
Virginia
56-
1543013
N/A
0000 Xxxxxxx 00 Xxxx
Xxxxxx, XX 00000
Stefano Foods, Inc.
 
Corporation
Xxxxx Xxxxxxxx
00-0000000

XX 0000000
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Smithfield Farmland Corp.
The Smithfield Packing Company, Incorporated And Farmland Foods, Inc.
Corporation
Delaware
00-0000000

DE 0922251
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
SFRMH Liquidation, Inc.
RMH Foods, Inc.
Corporation
Delaware
37-
0907676
DE
0851484
000 Xxxx Xxxxx Xxxxxx
Xxxxxx XX, 00000
Xxxxxx Farms of Texhoma, Inc.
 
Corporation
Oklahoma
73-
1436377
OK 1900529956
000 Xxxxx Xxxxxx (XX Xxx 000)
Xxxxxxx, XX 00000
Smithfield Farmland Sales Corp.
 
Corporation
Xxxxxxxx
 
XX
0000000
000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000


Owned Real Property

Entity (Meat Producing Group)
Address
City
State
Zip
Smithfield Farmland Corp.
XX 0, XX Xxx 000
Xxxxx
XX
00000
Smithfield Farmland Corp.
000 X. Xxxxxxxx Xx.
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
Xxxxx 00xx Xxxxxx
Xxxxxxxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxxxxx Xx
Xxxxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 X Xxxxxxx Xx
Xxxxx Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxxxxxx Xx
Xxxxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 X Xxxxxxx Xx
Xxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 X Xxxx Xx
Xxxxxx Xxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xx 00xx Xx
Xxxxxxxx Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxxxxxxxx Xx
Xxxxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 X Xxxx Xxxx Xxxx
Xxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxxx Xxxx Xxxx
Xxx Xxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxxxxx Xx
Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xx Xxxxxx Xx
Xxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 X Xxxxxxxxxx Xxx
Xxxxx Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxx Xx
Xxxxx Xxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxx Xxxx 00 Xxxxx
Xxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxx Xx
Xxxxxxxx Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 00xx Xx X
Xxxxx Xxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxx 00x Xxxxxx
Xxxxx
XX
00000-0000
Smithfield Farmland Corp.
Xxxxxxx 000
Xxxxx
XX
00000
Smithfield Farmland Corp.
Xxxxx 00
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 X 0xx Xxxxxx
Xxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 Xxxxx
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 X Xxxxxxxx
Xxxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxxx Xxxxxx -Whse
Springfield
MA
1104
Xxxxxx-Xxxxxxx Meats LLC
00 Xxxxxxx Xxxxx
Xxxxxxxxxxx
XX
0000
Smithfield Farmland Corp.
000 XX Xxxxxxx Xxxx.
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
00000 Xxxxxxxxx Xx.
Xxxxxx Xxxx
XX
00000
Xxxx Xxxxxxx & Co.
000 X. Xxxxxx Xxxx
Xxxxxxxxxx
XX
00000
Xxxx Xxxxxxx & Co.
0000 Xxxxx Xxxxx Xxx.
Xxxxx Xxxxx
XX
00000
Xxxx Xxxxxxx & Co.
Distr Center
Xxxxx Xxxxx
XX
00000
Xxxx Xxxxxxx & Co.
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxx
XX
00000
Xxxx Xxxxxxx & Co.
000 X. Xxxxxx Xxxx
Xxxxxxxxxx
XX
00000
Xxxx Xxxxxxx & Co.
000 Xxxxxx Xxxx
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 X. Xxxxxxxxxx Xxxx
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxxx Xxxx Xx.
Xxxxxx
XX
00000
Smithfield Farmland Corp.
Xx. Xxxxxx Blvd
Xxxxxx
PA
15068
Xxxx Xxxxxxx & Co.
000 00xx Xxxxxx Xxxxxxxxx
Xxxxx Xxxxxx
XX
00000
Xxxxxxx Xxxxxx, LLC
Xxx Xxxxx Xxxxx-Xxxx Xxxx
Xxxxxx
XX
00000
Smithfield Farmland Corp.
00000 Xxxxx XX 00 Xxxx
Xxx Xxxx
XX
00000
Smithfield Farmland Corp.
000 X. Xxxxxx Xx.
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxxxxxxx Xxx
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
000 X. Xxxxx Xxxxxx
Xxxxxxxx
XX
00000
Premium Pet Health, LLC
000 X. Xxxxxx Xx.
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 Xxxxxx Xxxxxx
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxxx Xxxxxxxxxx Xxxx
Xxxxx
XX
00000
Smithfield Farmland Corp.
000 Xxxx Xxxxxx
Xxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 Xxxxxx Xxxxxx Xx.
Xxxxxxxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxx Xxxx
Xxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxx Xx
Xxxxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx
XX
00000
Smithfield Farmland Corp.
0000 X Xxxxxxx Xxxx
Xxxx Xxxx Xxxx
XX
00000
Smithfield Farmland Corp.
0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxx Xxxx
XX
00000
Smithfield Farmland Corp.
00 Xxxxx Xxxx of the Presidents
Xxxxxxxx
XX
00000
Smithfield Farmland Corp.
000 Xxxxxxxx Xx.
Xxxxxxx
XX
00000
Smithfield Farmland Corp.
00-00 X. Xxxxxx Xxxxxx
Xxxxxxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 X Xxxxx Xxx
Xxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxx Xx.
Xxxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxx Xxxxxxxx Xxxx
Xxxxx Xxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
000 XX Xxxxxxx Xx.
Xxxx Xxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxx Xxxxxxxxx Xxx XX XXX X
Xxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxxxxx Xx.
Xxxxxxxxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
0000 XXXXXXX XXXX
Xxxxxx Xxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxx Xx
Xxxxxxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
000 Xxxxxx Xxxxxxxx
X'Xxxxxx
XX
00000
Xxxxxx-Xxxxxxx Meats LLC
0000 Xxxxx Xxx
Xxxxx
XX
00000-0000
Xxxxxx-Xxxxxxx Meats LLC
000 X 00XX XX
Xxxxxxx
XX
00000-0000
Xxxx Xxxxxxx & Co.
0000 Xxx Xxxxxxxx Xxx
Xxx Xxxx
XX
00000
Xxxx Xxxxxxx & Co.
000 X. Xxxxxxxxxx Xxxx.
Xxxxxxxxxxx
XX
00000
Xxxx Xxxxxxx & Co.
000 Xxxxxxxx Xxx.
Xxxxxxxxx
XX
00000
Xxxx Xxxxxxx & Co.
814 Second Avenue
Elizabeth
NJ
7202
Premium Pet Health, LLC
000 00xx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx
XX
00000
Premium Pet Health, LLC
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx
XX
00000
Xxxx Xxxxxxx & Co.
0000 Xxxxxxxxxx Xxx
Xxxxxxx
XX
00000


Entity
Address
County
City
State
Zip Code
Xxxxxx-Xxxxx LLC
0000 XX XXX 00 XXXX
XXXXXX
XXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXX 00 XXXX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXX XXXXXX
XXXXXXXX
XXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXX XX XXXXXX XXXX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XXXX XXXX
XXXXXXXX
XXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXXXX XXXXXX
XXXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXX XX 00 XXX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XX XXX 000
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 X XXXX XXXXXX
XXXX XX XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XX XXX 000
XXXXXXX
XXXXXX XXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XX XXX 00
XXXXXXX
XXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 X XXXXXXX XXXX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
XXX 000 & 000
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXX XXXXX XXXX
XXXXXX
XXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXX XXXXXXX XXX
XXXXXXXX
XXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 X XXXXXX XXXXX XXXXXX XXXX
XXXXXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXX XX
XXXX XX XXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXX XX
XXXX XX XXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XX
XXXX XX XXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XX
XXXX XX XXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XX
XXXX XX XXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXXXXX XX
XXXXXXXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXXXXX XX
XXXXXXXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXXXXX XX
XXXXXXXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXX XXXXXX XXXX XXX
XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXX XXXXXX XXXX XXX
XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXX XXXXXXXXX XX
XXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XXXX XXXX XX
XXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXX XX
XXXXXX
XXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXXX XXXXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXXXXXX XX
XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXXXXXX XX
XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXX XXXXXX XXXX XX
XXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXX XXXX XX
XXXXXX
XXXX
XX
00000
Xxxxxx-Xxxxx LLC
00000 XXXXXX XXXXXX XX
XXXXXX
XXXXXX XXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXXX XXXXX XX
XXXXXXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XXXXXX XX
XXXXXX
XXXXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXX XXXXXX XX
XXXXXX
XXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXXXXX XX
XXXXXX
XXXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1307, 000 XXXXXXX XXXX XX
XXXXXX
XXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1141 000 XXXXXXXX XXXX XX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXX XXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XX XXXXXXXXXX XX
XXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1131 0000 XX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1141, 2126 NC 00 X
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1002 0000 XXX XXXXXXXXXXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXXXXX XXXX XX
XXXXXX
XXXXX XXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1253, 000 XXXX XXXX XX
XXXXXX
XXXXXXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1127, 0000 XXXXX XXXXXX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XX XXX 000 X
XXXXXXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1916, 000 XXXXXXX XXXXXX XX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1944, 1457 A K XXXXX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXX XXXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1944 1414 K XXXXX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1944 2005 K XXXXX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1944 2007 K XXXXX XX
XXXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
0000 XX XXXXXX XXXX XX
XXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXX XX
XXXXXX
XXXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
SR 1159, 000 XXXX XXXXXXX XX
XXXXXX
XXXX XXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXXXX XXXXX XX
XXXXXXX
XXXXXXX
XX
00000
Xxxxxx-Xxxxx LLC
000 XXXXXXXX XXXXX XX
XXXXXXX
XXXXXXX
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SR 1105, 1020 CARLTON CHAPEL XXXXXX XX
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SR 1715, 000 XXXXXX XXXXXXX XX
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Xxxxxx-Xxxxx LLC
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SR 1621 0000 XXXXXXX XX
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SR 1328 0000 XXXX XXXXXX XX
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SR 1160 0000-X XXXXXXXX XXXXXX XX
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Xxxxxx-Xxxxx LLC
SR 1152 000 XXX XXXXX XX
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Xxxxxx-Xxxxx LLC
0000 XXXXXXX XXXXX XX
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XX
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Xxxxxx-Xxxxx LLC
SR 1117 000 XXXX XXXXXX XX
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XX
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Xxxxxx-Xxxxx LLC
000 XXXXXXXX XXXX XX
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XX
00000
Xxxxxx-Xxxxx LLC
SR 1117 000 XXXX XXXXXX XX
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XX
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Xxxxxx-Xxxxx LLC
000 XXXXXXXXX XX
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XX
00000
Xxxxxx-Xxxxx LLC
SR 1317 000 XXXXXX XXXXXX XX
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XX
00000
Xxxxxx-Xxxxx LLC
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XX
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Xxxxxx-Xxxxx LLC
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XX
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Xxxxxx-Xxxxx LLC
5809 HWY 258
NORTHAMPTON
WOODLAND
NC
27897
Murphy-Brown LLC
SR 1427 1030 THOMAS BRIDGE RD
HERTFORD
COFIELD
NC
27922
Murphy-Brown LLC
557 SPUD LN
NORTHAMPTON
PLEASANT HILL
NC
27866
Murphy-Brown LLC
360 DRAKE ELLIS RD
WARREN
MACON
NC
27551
Murphy-Brown LLC
RR 1 BOX 637C
WARREN
MACON
NC
27551
Murphy-Brown LLC
2518 SORIETOWN RD
HALIFAX
ENFIELD
NC
27823
Murphy-Brown LLC
711 POPE FARM RD
HALIFAX
TILLERY
NC
27887
Murphy-Brown LLC
273 STONECROSS LN
NORTHAMPTON
PLEASANT HILL
NC
27866
Murphy-Brown LLC
225 AMMON FARM RD
BLADEN
GARLAND
NC
28441
Murphy-Brown LLC
746 ADER H RD
ROBESON
MAXTON
NC
28364
Murphy-Brown LLC
358 BALKCUM RD
DUPLIN
ROSE HILL
NC
28458
Murphy-Brown LLC
10879 TAYLORS BRIDGE HWY
SAMPSON
ROSE HILL
NC
28458
Murphy-Brown LLC
7243 US HSY 13 S
PITT
FARMVILLE
NC
27828
Murphy-Brown LLC
159 OLD HAMILTON RD
DUPLIN
MAGNOLIA
NC
28453
Murphy-Brown LLC
9300 TOMAHAWK HWY
SAMPSON
HARRELLS
NC
28444
Murphy-Brown LLC
SR 1117 885-A BONHAM RD
DUPLIN
MAGNOLIA
NC
28453
Murphy-Brown LLC
1410 FLYNN MCPHERSON RD
HARNETT
CAMERON
NC
28326
Murphy-Brown LLC
9019 GENERAL MAHONE HWY
SUSSEX
WAKEFIELD
VA
23888
Murphy-Brown LLC
1258 LANEFIELD ROAD
DUPLIN
KENANSVILLE
NC
28349
Murphy-Brown LLC
4299 BURNEY ROAD
BLADEN
WHITE OAK
NC
28399
Murphy-Brown LLC
1023 PURDIE HALL
BLADEN
TARHEEL
NC
28392
Murphy-Brown LLC
19189 OLD LUMBERTON ROAD
SCOTLAND
LAURINBURG
NC
28352
Murphy-Brown LLC
779 OLD GOODSON FARM LANE
SAMPSON
TURKEY
NC
28393
Murphy-Brown LLC
446 ASHLESS NICOLE TRAIL
JONES
KINSTON
NC
28501
Murphy-Brown LLC
3521 PINE RIDGE ROAD
SAMPSON
TURKEY
NC
28393
Murphy-Brown LLC
191 AMMON FARM ROAD
BLADEN
GARLAND
NC
28441
Murphy-Brown LLC
CORNWALLIS ROAD
SAMPSON
TURKEY
NC
28393
Murphy-Brown LLC
1154 BILL WILLIAMS ROAD
SAMPSON
TURKEY
NC
28393
Murphy-Brown LLC
RR 3 BOX 126
HARPER
LAVERNE
OK
73848
Murphy-Brown LLC
200 AMMON FARM ROAD
BLADEN
GARLAND
NC
28441
Murphy-Brown LLC
15216 NC HWY 242 N
BLADEN
GARLAND
NC
28441
Murphy-Brown LLC
3823 N CR 1390E
BLADEN
GARLAND
NC
28441
Murphy-Brown LLC
SR 1117 885-B BONHAM RD
DUPLIN
MAGNOLIA
NC
28453
Murphy-Brown LLC
1421 CONCORD SCHOOL RD
SAMPSON
CLINTON
NC
28328
Murphy-Brown LLC
SR 1105 825 PLEASANT HILL RD
LENOIR
PINK HILL
NC
28572
Murphy-Brown LLC
2092 SOUTH NC 11
DUPLIN
ROSE HILL
NC
28458
Murphy-Brown LLC
27408 GENERAL MAHONE HWY
SUSSEX
WAVERLY
VA
23890
Murphy-Brown LLC
RAILROAD STREET
SAMPSON
CLINTON
NC
28328
Murphy-Brown LLC
511 COMMERCE STREET
SAMPSON
CLINTON
NC
28328
Murphy-Brown LLC
1604 WEST ST JAMES STREET
EDGECOMBE
TARBORO
NC
27886
Murphy-Brown LLC
846 JESSIE SHEARIN ROAD
WARREN
VAUGHAN
NC
27586
Murphy-Brown LLC
20987 MCGIRTS BRIDGE RD
SCOTLAND
LAURINBURG
NC
28352
Murphy-Brown LLC
236 SOUTH BELL
STORY
AMES
IA
50010
Murphy-Brown LLC
2124 90TH AVE
KOSSUTH
ALGONA
IA
50511
Murphy-Brown LLC
HWY 283
HARPER
LAVERNE
OK
73848
Murphy-Brown LLC
806 W 8TH AVENUE
YUMA
YUMA
CO
80759
Murphy-Brown LLC
341 SOUTH MAIN STREET
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
2120 90TH AVE
KOSSUTH
ALGONA
IA
50511
Murphy-Brown LLC
1300 EAST MURPHY MILL ROAD
VERNON
NEVADA
MO
64772
Murphy-Brown LLC
110 NORTH DETROIT ST
YUMA
YUMA
CO
80759
Murphy-Brown LLC
585 EAST 6TH STREET
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
983 COUNTY RD 27
YUMA
YUMA
CO
80759
Murphy-Brown LLC
1265 COUNTY RD 27
YUMA
YUMA
CO
80759
Murphy-Brown LLC
1287 COUNTY RD 27
YUMA
YUMA
CO
80759
Murphy-Brown LLC
24557 COUNTY RD J
YUMA
YUMA
CO
80759
Murphy-Brown LLC
44425 CO RD Q
YUMA
ECKLEY
CO
80727
Murphy-Brown LLC
41076 CO RD N
YUMA
YUMA
CO
80759
Murphy-Brown LLC
41424 CO RD N
YUMA
YUMA
CO
80759
Murphy-Brown LLC
8502 CO RD 28
YUMA
YUMA
CO
80759
Murphy-Brown LLC
7251 CO RD 28
YUMA
YUMA
CO
80759
Murphy-Brown LLC
7455 CO RD 28
YUMA
YUMA
CO
80759
Murphy-Brown LLC
7465 CO RD 28
YUMA
YUMA
CO
80759
Murphy-Brown LLC
716 COUNTY RD 27
YUMA
YUMA
CO
80759
Murphy-Brown LLC
13663 CO RD 44
YUMA
ECKLEY
CO
80727
Murphy-Brown LLC
9440 CO RD 45
YUMA
YUMA
CO
80759
Murphy-Brown LLC
29443 CO RD H
YUMA
YUMA
CO
80759
Murphy-Brown LLC
46501 CO RD Q
YUMA
YUMA
CO
80759
Murphy-Brown LLC
26519 COUNTY RD C
YUMA
YUMA
CO
80759
Murphy-Brown LLC
24251 COUNTY RD J
YUMA
YUMA
CO
80759
Murphy-Brown LLC
17251 COUNTY RD J
YUMA
YUMA
CO
80759
Murphy-Brown LLC
14378 COUNTY RD 26
YUMA
YUMA
CO
80759
Murphy-Brown LLC
32811 COUNTY RD L
YUMA
YUMA
CO
80759
Murphy-Brown LLC
24786 COUNTY RD A
YUMA
YUMA
CO
80759
Murphy-Brown LLC
12678 COUNTY ROAD 32
YUMA
YUMA
CO
80759
Murphy-Brown LLC
RR 1 BOX 30A
WAYNE
MT ERIE
IL
62446
Murphy-Brown LLC
RR 1 BOX 29A
WAYNE
MT ERIE
IL
62446
Murphy-Brown LLC
RR 1 BOX 30 B
WAYNE
MT ERIE
IL
62446
Murphy-Brown LLC
RR 1 BOX 29
WAYNE
MT ERIE
IL
62446
Murphy-Brown LLC
PO BOX 1098
ELLIS
LAVERNE
OK
73848
Murphy-Brown LLC
OTTER TOWNSHIP
ELLIS
LAVERNE
OK
73848
Murphy-Brown LLC
PO BOX 1066
ELLIS
LAVERNE
OK
73848
Murphy-Brown LLC
1000 PLUM THICKETT RD
HARPER
ROSSTON
OK
73855
Murphy-Brown LLC
1010 PLUM THICKETT RD
HARPER
ROSSTON
OK
73855
Murphy-Brown LLC
10M S OF 283 & 270 4M E
ELLIS
LAVERNE
OK
73848
Murphy-Brown LLC
2 MILES S JUNCTION 283 & 270 1 MILE W
ELLIS
LAVERNE
OK
73848
Murphy-Brown LLC
RR 1 BOX 8
BEAVER
FORGAN
OK
73938
Murphy-Brown LLC
RR 1 BOX 7
BEAVER
FORGAN
OK
73938
Murphy-Brown LLC
RR 1 BOX 38
BEAVER
FORGAN
OK
73938
Murphy-Brown LLC
1 N SECTION 2
BEAVER
BALKO
OK
73931
Murphy-Brown LLC
RR 1 BOX 56A
BEAVER
BALKO
OK
73931
Murphy-Brown LLC
RR 1 BOX 56B
BALKO
BALKO
OK
73931
Murphy-Brown LLC
RT 1
BEAVER
FORGAN
OK
73938
Murphy-Brown LLC
N HWY 283
LIPSCOMB
LAVERNE
OK
73848
Murphy-Brown LLC
RR 1
BEAVER
FORGAN
OK
73938
Murphy-Brown LLC
9300 S 3924 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
7700 S 3917 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
8500 S 2991 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
11700 S 3296 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
11300 S 3294 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10900 S 3292 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10307 S 8400 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10301 S 7700 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9300 S 3638 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
7700 S 3237
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
7700 S 2831 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
11700 S 3946 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
11300 S 3944 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10900 S 3942 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
5105 W THERMO RD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
5547 W THERMO RD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10975 S 5060 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10875 S 5330 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
8500 S 3939 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
8237 S 4000 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
8500 S 3646 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
8176 S 3200 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10250 S 3902 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10251 S 3600 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10202 S 3025 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9802 S 3600 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9804 S 3025 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9850 S 2490 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9850 S 2110 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9425 S 2302 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9425 S 1692 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
4300 W THERMO RD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9815 S 8400 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9816 S 7575 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9817 S 7575 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9399 S 8400 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9364 S 7575 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9361 S 7575 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
9800 S 3900 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
10400 S 4225 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
22400 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
24000 N 13931 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
24000 N 13548 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
23850 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
23650 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
23450 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
23250 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
23100 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
22900 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
22380 N 13600 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
24850 N 13505 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
25300 N 13675 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
12200 S 14400 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
11700 S 13350 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
13100 S 14400 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
12470 S 5560 W
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
6770 W 7025 S
MILLARD
KANOSH
UT
84637
Murphy-Brown LLC
2126 90TH AVE
KOSSUTH
ALGONA
IA
50511
Murphy-Brown LLC
1081 COUNTY RD 27
YUMA
YUMA
CO
80759
Murphy-Brown LLC
8375 W THERMO ROAD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
1400 EAST MURPHY MILL ROAD
VERNON
NEVADA
MO
64772
Murphy-Brown LLC
2115 W THERMO ROAD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
14000 W THERMO ROAD
BEAVER
MILFORD
UT
84751
Murphy-Brown LLC
23990 N 13700 W
IRON
CEDAR CITY
UT
84720
Murphy-Brown LLC
1420 EAST MURPHY MILL ROAD
VERNON
NEVADA
MO
64772
Murphy-Brown of Missouri LLC
HWY 65 N
MERCER
PRINCETON
MO
64673
Murphy-Brown of Missouri LLC
600 STATE HWY A
PUTNAM
LUCERNE
MO
64655
Murphy-Brown of Missouri LLC
18115 STATE HWY B
DAVIESS
COFFEY
MO
64636
Murphy-Brown of Missouri LLC
14259 HWY 139
MERCER
NEWTOWN
MO
64667
Murphy-Brown of Missouri LLC
RT 3
MERCER
PRINCETON
MO
64673
Murphy-Brown of Missouri LLC
RT 4
MERCER
PRINCETON
MO
64673
Murphy-Brown of Missouri LLC
RT 2
MERCER
PRINCETON
MO
64673
Murphy-Brown of Missouri LLC
19940 HWY K
PUTNAM
LUCERNE
MO
64655
Murphy-Brown of Missouri LLC
HWY O
MERCER
NEWTOWN
MO
64667
Murphy-Brown of Missouri LLC
15064 225TH ST
DAVIESS
COFFEY
MO
64636
Murphy-Brown of Missouri LLC
14621 225TH ST
DAVIESS
COFFEY
MO
64636
Murphy-Brown of Missouri LLC
14527 340TH
DAVIESS
JAMESPORT
MO
64648
Murphy-Brown of Missouri LLC
14531 340TH
DAVIESS
JAMESPORT
MO
64648
Murphy-Brown of Missouri LLC
32320 ST HWY B
DAVIESS
JAMESPORT
MO
64648
Murphy-Brown of Missouri LLC
24869 NICKEL AVE
DAVIESS
GALLATIN
MO
64640
Murphy-Brown of Missouri LLC
11545 185TH ST
DAVIESS
COFFEY
MO
64636
Murphy-Brown of Missouri LLC
RT 3 HWY C
MERCER
PRINCETON
MO
64673
Murphy-Brown of Missouri LLC
59347 JUSTICE RD
PUTNAM
UNIONVILLE
MO
63565
Murphy-Brown of Missouri LLC
5652 ST HWY Z
GENTRY
KING CITY
MO
64463
Murphy-Brown of Missouri LLC
44104 HWY E
SULLIVAN
HARRIS
MO
64645
Murphy-Brown of Missouri LLC
2522 ST HWY N
GENTRY
ALBANY
MO
64402
Murphy-Brown of Missouri LLC
RT 1 BOX 20
MERCER
POWERSVILLE
MO
64673
Murphy-Brown of Missouri LLC
33417 HWY U
SULLIVAN
BROWNING
MO
64630
Murphy-Brown of Missouri LLC
22686 IVAN DR
SULLIVAN
GREENCASTLE
MO
63544
Murphy-Brown of Missouri LLC
14392 HWY 129
PUTNAM
UNIONVILLE
MO
63565
Murphy-Brown of Missouri LLC
21775 HWY 139
MERCER
GALT
MO
64641
Murphy-Brown LLC
1 N SECTION 2
BEAVER
BALKO
Oklahoma
73931
Murphy-Brown LLC
10070 N W R LATHAM ST
BLADEN
CLARKTON
North Carolina
28433
Murphy-Brown LLC
10639 COUNTY RD 30
YUMA
YUMA
Colorado
80759
Murphy-Brown LLC
10639 COUNTY RD 30
YUMA
YUMA
Colorado
80759
Murphy-Brown LLC
1107 NORTON RD
HOKE
RAEFORD
North Carolina
28376
Murphy-Brown LLC
13100 S 14100 W
BEAVER
MILFORD
Utah
84751
Murphy-Brown LLC
1403 Davis Lane
Washington
Columbia
North Carolina
27925
Murphy-Brown LLC
1690 S Phelps Road
Washington
Columbia
North Carolina
27925
Murphy-Brown LLC
17656 Finch Ave
MERCER
PRINCETON
MO
64673
Murphy-Brown LLC
18341 State Hwy B
Daviess
Coffey
MO
64636
Murphy-Brown of Missouri LLC
20405 STATE HWY K
PUTNAM
LUCERNE
Missouri
64655
Murphy-Brown of Missouri LLC
20435 STATE HWY KK
PUTNAM
LUCERNE
Missouri
64655
Murphy-Brown LLC
242 DANIEL CHESTNUTT RD
WAYNE
MT OLIVE
North Carolina
28365
Murphy-Brown LLC
347 Shore Dr
Washington
Creswell
North Carolina
27928
Murphy-Brown LLC
347 Shore Dr
Washington
Creswell
North Carolina
27928
Murphy-Brown LLC
3591 ZACKS MILL RD
JOHNSTON
ANGIER
North Carolina
27501
Murphy-Brown LLC
377 DOUBLE C DR
HOKE
RAEFORD
North Carolina
28376
Murphy-Brown LLC
428 S Phelps Rd
Washington
Columbia
North Carolina
27925
Murphy-Brown LLC
4520 FLEET COOPER RD
SAMPSON
ROSEBORO
North Carolina
28328
Murphy-Brown LLC
477 RIVERBEND DR
DAVIE
ADVANCE
North Carolina
27006
Murphy-Brown LLC
5707 WILLARD RD
PENDER
WILLARD
North Carolina
28478
Murphy-Brown LLC
6200 COUNTY RD 91
PHILLIPS
HAXTUN
Colorado
80731
Murphy-Brown LLC
6200 COUNTY RD 91
PHILLIPS
HAXTUN
Colorado
80731
MBW
6200 COUNTY RD 91
PHILLIPS
HAXTUN
Colorado
80731
MBW
7700 S 3237
BEAVER
MILFORD
Utah
84751
MBE
785 HWY 24-50
DUPLIN
WARSAW
North Carolina
28398
MBC
785 HWY 24-50
DUPLIN
WARSAW
North Carolina
28398
MBE
799 JASPER RD
MOORE
ROBBINS
North Carolina
27325
MBE
925 MURPHY HONOUR RD
PENDER
MAPLE HILL
North Carolina
28454
MBW
NW4 Sec7 T1S R47W
YUMA
YUMA
Colorado
80759
MBW
PO BOX 1098
ELLIS
LAVERNE
Oklahoma
73848
MB-MO
ROUTE 3
MERCER
PRINCETON
Missouri
64673
MBE
SR 1105, 1640 MCKOY TOWN RD
HARNETT
CAMERON
North Carolina
28326
MBE
SR 1105, 1685 MCKOY TOWN RD
HARNETT
CAMERON
North Carolina
28326
MBE
SR 1335, 5177 ORMONDSVILLE RD
GREENE
AYDEN
North Carolina
28513
MBE
SR 1702 751 WATSON FARM RD
ROBESON
MAXTON
North Carolina
28364
MBE
SR 1725, 9105 COUNTY HOME RD
PITT
AYDEN
North Carolina
28513
MBE
State Road 1105
Washington
Columbia
North Carolina
27925



Part B
Leased Collateral Locations
Entity
Lessor
Street
City
State
Zip .
Smithfield Farmland Corp.
Van Krieken CA, ARM, Captive
2228 County Road 1
Crete
NE
68333
Smithfield Farmland Corp.
Petrus Partners, Ltd., managed by Colliers Pinkard — Jeff Weatherspoon
833 Shotwell Rd.
Clayton
NC
27520
Smithfield Farmland Corp.
University of Nebraska Foundation
200 S. 2nd Street
Lincoln
NE
68508
Smithfield Farmland Corp.
Interstate Warehousing Inc.
121 Harwood Drive
Newport News
VA
23603
Smithfield Farmland Corp.
Colonial Land Management Company
177 Industrial Blvd.
Toano
VA
23168








Part C
Warehouse Locations with over $1MM in Inventory
Entity
Warehouse
Warehouse Address
Warehouse/Owner Contact
Smithfield Farmland Corp. / Premium Pet Health, LLC
Cloverleaf Chesapeake
1229 Fleetway Drive
Chesapeake, VA 23323
Kim - kgibson@cloverleaf.com; Tina - tgolden@cloverleaf.com; allchesapeakecsrs@cloverleaf.com
757-487-7847
Smithfield Farmland Corp.
U S Marshville
U.S. 74 114 Cuddy Drive
Marshville, NC 28103
Judy Mclester – jmclester@uscold.com, thelms@uscold.com
704-624-3555
Smithfield Farmland Corp.
U S Lumberton
2901 Kenny Biggs Rd
Lumberton, NC 28359
Steve Musselwhite – smusselwhite@uscold.com, Gloria – gmickles@uscold.com, Wayne – wcribbs@uscold.com
910-739-1992
Smithfield Farmland Corp.
Interstate Newport News VA
121 Harwood Drive
Newport News, VA 23603
jklika@tippmanngroup.com; jjenkins@wippmanngroup.com
757-887-8100
Smithfield Farmland Corp.
Cloverleaf Benson
444 Gilbert Road
Benson, NC 27504
cwoodard@cloverleaf.com; smckeith@cloverleaf.com; jlee@cloverleaf.com; Wyvette-wspears@cloverleaf.com
919-207-4420
Smithfield Farmland Corp.
Castle & Cooke
2323 Port Road A
Stockton, CA 95203
Angie – aaskin@ccold.com
209-460-3409
John Morrell & Co. / Armour-Eckrich Meats LLC / Patrick Cudahy, LLC
Americold Logistics
3320 S. Arlington Ave.
Indianapolis, IN 46203
Steve Coon
317-352-1211
John Morrell & Co.
Americold Logistics
2300 E. Rice Street Sioux Falls, SD 57103
Russ Wilson
605-339-4258
John Morrell & Co. / Armour-Eckrich Meats LLC
Cloverleaf Cold Storage
2800 Cloverleaf Ct. Sioux City, IA 51111
Ron Graham
712-279-8022
John Morrell & Co.
Inter-State Warehouse
700 Bartran Parkway Franklin, IN 46131
Brad Hastings
317-738-5000
John Morrell & Co.
Millard Refrig. Services
2088 Geneva Dr. Geneva, IL 60134
Terry Denker
402-891-2559
John Morrell & Co. / Smithfield Farmland Corp.
Millard Refrig. Services
2523 Edward Gomez Ave.
Omaha, NE 68107
Terry Denker
402-891-2560
John Morrell & Co. / Premium Pet Health, LLC / Smithfield Farmland Corp
No. American Cold Storage
1555 21' Street S.W. Lemars, IA 51031
Dan Casey
712-548-4433
John Morrell & Co.
U.S. Cold Storage
33400 Dowe Ave. Union City, CA 94587
Dave Sweilem
510-489-8300
John Morrell & Co.
Valley Meats
217 Daly Ave. Modesto, CA 95354
Mary Fullerton
209-545-1900
Armour-Eckrich Meats LLC / John Morrell & Co. / Patrick Cudahy, LLC
Americold Logistic, LLC
60 Steam Boad Blvd., Manchester, PA 17345
Americold Logistic, LLC
Smithfield Farmland Corp. / John Morrell & Co. / Premium Pet Health, LLC
Cloverleaf
1530 South 2nd St. Cherokee, IA 51012
Ed Knowlton
(712) 225-5151
Smithfield Farmland Corp.
Millard Refrigeration
3600 NW 12th Street Lincoln, NE 68501
Gary Kluck
(402) 474-2491
Smithfield Farmland Corp.
Americold
2707 N. Mead St. Wichita, KS 67219
Eric Shaffer
(316) 838-9317

EXHIBIT A TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, Page 2


Entity
Warehouse
Warehouse Address
Warehouse/Owner Contact
Smithfield Farmland Corp.
Americold
950 Schneider St. Fremont, NE 68333
Marvin Willett
(402) 721-7882
Smithfield Farmland Corp. / John Morrell & Co.
Millard Refrigeration
601 Industrial Dr. Denison, IA 52722
Larry Thompson
(712) 263-6191
Smithfield Farmland Corp. / John Morrell & Co. / Armour-Eckrich Meats LLC / Patrick Cudahy, LLC
Millard Refrigeration
2350 S. 98th St, Edwardsville, KS 66111
Rich Williams
(913) 441-0800
Smithfield Farmland Corp.
Universal Cold Storage
1601 Pioneers Blvd. Lincoln, NE 68502
Jim Schilf
(402) 474-9500
Smithfield Farmland Corp.
Cloverleaf
500 Corporate Dr. Chillicothe, MO 64601
Brian Anderson
(660) 646-6939
Smithfield Farmland Corp.
Americold
6875 State St. Bettendorf, IA 52722
Sheridan Phelps
(563) 332-4300
Smithfield Farmland Corp.
Americold
18531 US Route 20 W E. Dubuque, IL 61025
Dave Cosgrove
(815) 747-2424
Smithfield Farmland Corp. / John Morrell & Co. / Premium Pet Health, LLC
Oneida Cold Storage
8001 E 88th Ave Henderson, CO 80640
Ben Gudorf
(303) 288-7211
Smithfield Farmland Corp.
Gress Cold Storage
992 North South Road Scranton, PA 18504
Rich Charles
(570) 341-0970
Murphy-Brown LLC
Wilmington Bulk LLC
346 Shipyard Blvd., Wilmington, NC 28412
Gordon Chambers
(910) 362-0282
Smithfield Farmland Corp.
Richmond Cold Storage
10070 Old Stage Rd., Smithfield, VA 23430
(757) 357-0434
John Morrell & Co. / Armour-Eckrich Meats LLC / Patrick Cudahy, LLC
FTW TEMP IMC
803 Meacham Blvd., Ft. Worth, TX 76106
Aundre Washington
(817) 806-3429
John Morrell & Co.
US Cold Storage
1400 N. MacAurther Dr., Tracy, CA 95376
Stan Moya
(209) 835-2653
John Morrell & Co.
JM – Americold
750 W Riverside Dr., Watsonville, CA 95076
Juan Gonzalez
(831) 761-4500
John Morrell & Co.
Americold turlock
660 Fifth St., Turlock, CA 95380
Rod Meyer
(209) 669-7291
John Morrell & Co.
Americold Vernon
3420 East Vernon Ave, Vernon, CA 90058
Jema Meza
(310) 632-6265 x 55106
John Morrell & Co.
Preferred Freezer
900 East M Street, Wilmington, CA 90744
Lorenz Abbott
(323) 582-6333
John Morrell & Co.
Americold Carson
1610 East Sepulveda Blvd., Carson, CA 90745
Javier Botello
(310) 632-6265
Smithfield Farmland Corp.
Millard
3251 De Forest Circle, Mira Loma, CA 91752
(951) 360-7970
John Morrell & Co
JM – Lineage
2901 1st Ave, Greeley, CO 80631
Derik Elliott delliott@lineagelogistics.com
(970) 353-2055
Smithfield Farmland Corp.
US Cold Delaware
419 Milford Harrington Hwy, Milford, DE 19963
Ron Longhany rlonghany@uscold.com
(302) 422-7536
John Morrell & Co
AEM – US Cold
211 NE McCloskey Ave, Lake City, FL 32055
Nicole Kirby
(386) 438-2653
Smithfield Farmland Corp.
Burris
4501 Dignan Street, Jacksonville, FL 32254
(904) 265-5990
Smithfield Farmland Corp.
Americold Thomasville
121 Roseway Dr., Thomasville, GA 31792
(229) 227-9309
Smithfield Farmland Corp.
Americold Logistics, LLC
Burley Heryburn Industrial Park, 1110 O Street, Heyburn, ID 83336
(208) 572-3030
John Morrell & Co.
Hanson Lafayette
3440 Concord Rd., Lafayette, IN 47909
Carol Griswold
(765) 477-1666
John Morrell & Co.
JM-Millard Ref/Des Moines, IA
1650 E. Madison, Des Moines, IA 50313
Kim Hairston
(515) 265-9861

EXHIBIT A TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, Page 3


Entity
Warehouse
Warehouse Address
Warehouse/Owner Contact
John Morrell & Co./ Smithfield Farmland Corp.
Des Moines Cold Storage
4770 E 17th Court, Des Moines, IA 50313
(515) 262-6560
Smithfield Farmland Corp.
Americold
5543 Maple, Fort Dodge, IA 50501
(515) 955-3505
John Morrell & Co.
JM-Millard Ref Iowa City, IA
2710 Highway 6 East, Iowa City, IA 52240
Scott Gunder sgunder@lineagelogistics.com
(319) 351-2090
John Morrell & Co.
JMC/Cloverleaf
1609 18th St SW., Le Mars, IA 51031
Lori Needs
(712) 546-6121
John Morrell & Co.
JM-Cloverleaf #6 Sioux City,IA
2640 MURRAY ST, Sioux City, IA 51111
Jeff Farmer
(712)224-8111
John Morrell & Co.
Cloverleaf
223 Clover Leaf Court, Sioux City, IA 51111
Doug Stewart
(712) 279-0918
Smithfield Farmland Corp.
Cloverleaf
2800 Murray St, Sioux City, IA 51111
(712) 279-8000
John Morrell & Co.
Crystal Disc Svc
1656 Sycamore Street, Waterloo, IA 50704
Don Johnson
(319) 234-6606
Smithfield Farmland Corp.
Midwest Refrigeration Service
1601 Fairfax Trfy, Kansas City, KS 66115
(913) 371-1500
Smithfield Farmland Corp.
Millard Louisville
7201 Winstead Drive, Louisville, KY 40258
Mike Thompson mthompson@lineagelogistics.com
(502) 937-5041
Smithfield Farmland Corp.
American C/S
670 Industry Rd, Louisville, KY 40208
(502) 634-4753
Smithfield Farmland Corp.
Sedalia Cold Storage
621-623 Benton, Sedalia, MO 65301
(660) 826-6179
Smithfield Farmland Corp.
Americold Marshall
3465 W. Arrow Street, Marshall, MO 65340
(660) 886-6984
Smithfield Farmland Corp.
Millard
205 East Roberts, Grand Island, NE 68801
Lyle Johnson
(308) 381-2111
John Morrell & Co.
Mullica Hill Cold Storage
546 FRANKLINVILLE RD, Mullica Hill, NJ 08062
Dan Sorbello
(856) 478-6300 x305
Smithfield Farmland Corp.
Carolina Cold Storage
P. O. Box 268 Hwy 87 North, Tarheel, NC 28392
(910) 862-7494
Smithfield Farmland Corp.
Nordic-Goldsboro
403 Commerce Court, Goldsboro, NC 27534
(919) 751-5232
Smithfield Farmland Corp.
Cloverleaf Sanford
111 Imperial Drive, Sanford, NC 27331
Chuck Corns sanford@cloverleaf.com
(919) 775-4474
Smithfield Farmland Corp.
Americold Tarboro
200 Saralee Road, Tarboro, NC 27886
(252) 641-1191
John Morrell & Co. / Smithfield Farmland Corp.
Cloverleaf Cold Storage
1165 Independence Dr, Napoleon, OH 43545
Dawn Steffel
(419) 599-5015
John Morrell & Co.
JM-CLOVERLEAF FAIRFIELD, OH
3110 HOMEWARD WAY, Fairfield, OH 45014
Genia Anderson
(513) 860-5992
Smithfield Farmland Corp.
Interstate C/S Columbus
4350 Roberts Rd, Columbus, OH 43207
(614) 876-1215
Smithfield Farmland Corp.
Great Lakes
263 West Kensinger Drive, Cranberry Township, PA 16066
(877) 742-0200
Smithfield Farmland Corp.
Versacold York
380 Willow Springs Lane, York,PA 17402
(717) 764-5630
Smithfield Farmland Corp.
Americold Hatfield
2525 Bergey Road, Hatfield, PA 19440
(215) 721-0700
Smithfield Farmland Corp.
Cloverleaf Sumter
1900 Corporate Way, Sumter, SC 29154
(803) 481-4745
Smithfield Farmland Corp.
Americold Piedmont
1619 Antioch Church Rd, Piedmont, SC 29673
(864) 277-7680
Smithfield Farmland Corp.
Agro Merchants Charleston
1125 Newton Way, Summerville, SC 29483
(843) 486-1126
Smithfield Farmland Corp.
Americold
2300 E Rice St, Sioux Falls, SD 57103
(605) 339-4258


EXHIBIT A TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, Page 4





Exhibit B
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement
Deposit Accounts and Lock Boxes
DEPOSIT ACCOUNTS


Grantor
Account Name
Account Number
Name of Institution
Type of Account
Armour-Eckrich Meat LLC
Armour-Eckrich Meat LLC
 
Bank of America
Zero Balance
Smithfield Farmland Sales Corp

Smithfield Farmland Sales Corp

 
Bank of America
Zero Balance
John Morrell & Co.
John Morrell & Co. 
 
Bank of America
Zero Balance
John Morrell & Co.
John Morrell & Co. Saratoga
 
Bank of America
Zero Balance
Premium Pet Health LLC
Premium Pet Health LLC
 
Bank of America
Zero Balance
John Morrell & Co
Smithfield Global Products
 
Bank of America
Zero Balance
Murphy-Brown LLC
Duplin Marketing Company LLC
 
Bank of America
Zero Balance
Murphy-Brown LLC
MB Grain LLC
 
Bank of America
Zero Balance
Murphy-Brown LLC
Murphy-Brown LLC
 
Bank of America
Zero Balance
Patrick Cudahy, LLC
Patrick Cudahy LLC
 
Bank of America
Zero Balance
SFFC, Inc.
SFFC, Inc.
 
Bank of America
Zero Balance
Smithfield Foods, Inc.
 
Bank of America
Depository
Smithfield Farmland Sales Corp

Smithfield Farmland Sales Corp

 
Bank of America
Zero Balance
John Morrell & Co.
John Morrell & Company Irrevocable Self-Insurance Trust
 
US Bank
Deposit Account – Cash Collateral
John Morrell & Co.
Department of Industrial Relations ITF John Morrell & CO
 
Bank of the West
Deposit Account – Cash Collateral
Smithfield Foods, Inc.
DPCI, Secured Party FBO Smithfield Foods, Inc.
 
Morgan Stanley Smith Barney
Deposit Account – Cash Collateral



LOCKBOXES


Grantor
Name of
Institution/Deposit Account Number
Lockbox Number
Armour-Eckrich Meat LLC
 
 
Smithfield Farmland Sales Corp.
 
 
John Morrell & Co.
 
 
Premium Pet Health LLC
 
 
Patrick Cudahy, LLC
 
 

Exhibit C
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement
Pledged Collateral, Securities and Other Investment Property
PLEDGED STOCK
Name of Grantor
Issuer
Number of Shares
Certificate Number(s)
Class of Stock
Percentage of Outstanding Shares
Percentage of Outstanding Shares Pledged
Smithfield Foods, Inc.
Beef Liquidation Corp.
100
1
Common
100%
100%
Smithfield Foods, Inc.
John Morrell & Co.
1,000
3
Common
100%
100%
Smithfield Foods, Inc.
QTF Liquidation Corp.
100
2
Common
100%
100%
Smithfield Foods, Inc.
SF Marketing Sub, Inc.
100
1
Common
100%
100%
Smithfield Foods, Inc.
SFFC, Inc.
1,000
2
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Deli Group, Inc.
100
1
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Global Products Inc.
100
2
Common
100%
100%
Smithfield Foods, Inc.
Smithfield International Investments, Inc.
200
3
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Purchase Corporation
100
2
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Strategic Sourcing & Service Co., Inc.
100
1
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Trading Company, Inc.
100
1
Common
100%
100%
Smithfield Foods, Inc.
Stefano Foods, Inc.
150
5
Common
100%
100%
Smithfield Foods, Inc.
The Smithfield Inn Corporation
100
2
Common
100%
100%
Smithfield Foods, Inc.
Smithfield Farmland Corp.
1,000
4
Common
100%
100%
Smithfield Farmland Corp.
Smithfield Farmland Sales Corp.
1,000
2
Common
100%
100%
Smithfield Foods, Inc.
Animpol S.A.
N/A
N/A
Share Capital
97.96%
65%
John Morrell & Co.
Iowa Quality Meats, Ltd.
37,116
36
Common
100%
100%
John Morrell & Co.
Jonmor Investments, Inc.
100
1
Common
100%
100%
John Morrell & Co.
SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)
1,000
2
Common
100%
100%
Patrick Cudahy, LLC
Patcud Investments, Inc.
1,000
2
Common
100%
100%
Smithfield Farmland Corp.
SF Investments, Inc.
2,000
8
Common
100%
100%
Smithfield Farmland Corp.
Smithfield Transportation Co., Inc.
100
2
Common
100%
100%
SF Investments, Inc.
Murphy Farms of Texhoma, Inc.
100,000
3
Common
100%
100%
Murphy-Brown LLC
NPD Investments, Inc.
100
2
Common
100%
100%
Murphy-Brown LLC
Tar Heel Turkey Hatchery, Inc.
8,000, 40,000
4A, 63B
Common

100%
100%
 
 
 
 
 
 
 


OTHER SECURITIES OR OTHER INVESTMENT PROPERTY
(UNCERTIFICATED)
Name of Grantor
Issuer
Description of Collateral
Percentage Ownership Interest
Percentage Ownership Interest Pledged
Smithfield Purchase Corporation
Brown's Realty Partnership
Partnership Interests
1%
1%
Smithfield Purchase Corporation
Carroll's Realty Partnership
Partnership Interests
1%
1%
Smithfield Purchase Corporation
Smithfield-Carroll's Farms
Partnership Interests
1%
1%
Murphy-Brown of Missouri LLC
KC2 Real Estate LLC
Limited Liability Company Interests
100%
100%
Murphy-Brown LLC
Brown's Realty Partnership
Partnership Interests
99%
99%
Murphy-Brown LLC
Carroll's Realty Partnership
Partnership Interests
99%
99%
Murphy-Brown LLC
Smithfield-Carroll's Farms
Partnership Interests
99%
99%
Murphy-Brown LLC
Duplin Marketing Company, LLC
Limited Liability Company Interests
100%
100%
Murphy-Brown LLC
AgProvision, LLC
Limited Liability Company Interests
42.9%
42.9%
Murphy-Brown of Missouri LLC
L&H Farms LLC
Limited Liability Company Interests
50%
50%
Murphy-Brown LLC
Pork Plus, LLC
Limited Liability Company Interests
100%
100%
Murphy-Brown LLC
Murphy-Brown of Missouri LLC
Limited Liability Company Interests
100%
100%
Murphy-Brown LLC
Wilmington Bulk, LLC
Limited Liability Company Interests
60%
60%
John Morrell & Co.
Murphy-Brown LLC
Limited Liability
Company Interest
100%
100%
John Morrell & Co.
Patrick Cudahy, LLC
Limited Liability
Company Interest
100%
100%
John Morrell & Co.
Premium Pet Health, LLC
Limited Liability Company Interests
100%
100%
Premium Pet Health, LLC
Rocky Mountain Lamb LLC
Limited Liability Company Interests
50%
50%
John Morrell & Co.
Armour-Eckrich Meats LLC
Limited Liability Company Interests
100%
100%
SFRMH Liquidation, Inc.
Bubba Foods, LLC
Limited Liability Company Interests
20%
20%
John Morrell & Co.
Distribution Development, L.L.C.
Limited Liability Company Interests
50%
50%
Smithfield Foods, Inc.
Smithfield Culinary Foods Group, LLC
Limited Liability Company Interests
100%
100%
Smithfield Foods, Inc.
Smithfield BioEnergy LLC
Limited Liability Company Interests
100%
100%
Smithfield Foods, Inc.
Best Solutions LLC
Limited Liability Company Interests
57.14%
57.14%
SFFC, Inc.
Smithfield Receivables Funding LLC
Limited Liability Company Interests
100%
100%
Smithfield Farmland Corp.
Carolina Cold Storage Limited Partnership
Partnership
50%
50%
Smithfield Foods, Inc.
Smithfield Capital Trust I
Beneficial Ownership
100%
100%
Smithfield Foods, Inc.
SF Holding Sp. z o.o.
Equity Interests
100%
65%
Smithfield Foods, Inc.
Smithfield Foods de Mexico, S. de R.L. de C.V.
Equity Interests
39.496%
39.496%
Smithfield Foods, Inc.
Prima Farms Sp. z o.o.
Equity Interests
100%
65%
Murphy-Brown LLC
Granjas Carroll de Mexico, S. de R.I. de C.V.
Equity Interests
50%
50%
Murphy-Brown LLC
MB Grain LLC
Limited Liability Company Interests
100%
100%
Murphy-Brown LLC
AgProtein, Inc.
Equity Interests
100%
100%
Smithfield Foods, Inc.
Smithfield Foods International Group de Mexico, S. de R. L. de CV
Equity Interests
.001%
.001%
Smithfield-Farmland Corp.
American Skin Food Group LLC
Limited Liability Company Interests
70%
70%
John Morrell & Co.
Kansas City Sausage Company, LLC
Limited Liability Company Interests
50%
50%
Murphy-Brown LLC
Titan Global LLC
Limited Liability Company Interests
60%
60%
John Morrell & Co.
Smithfield-Kinston LLC
Limited Liability Company Interests
100%
100%
Smithfield Farmland Corp.
Smithfield Specialty Foods Group, LLC
Limited Liability Company Interests
100%
100%
 
 
 
 
 
PLEDGED NOTES
1.
Amended and Restated Intercompany Note, dated as of July 1, 2011, among the Grantors and the Restricted Subsidiaries.

2.
The Subordinated Notes dated as of (i) June 9, 2011, (ii) May 31, 2013 and (iii) April 28, 2014, executed by the Receivables Entity pursuant to the Receivables Securitization and payable to each of the Receivables Originators, as the same may be amended or otherwise modified from time to time.
INSTRUMENTS
None.

Exhibit D
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement
Offices in which Financing Statements will be Filed
 
Grantor
Filing Office
1.    
Armour-Eckrich Meats LLC
Delaware Secretary of State
2.    
Brown's Realty Partnership
North Carolina Secretary of State
3.    
Carroll's Realty Partnership
North Carolina Secretary of State
4.    
John Morrell & Co.
Delaware Secretary of State
5.    
Jonmor Investments, Inc.
Delaware Secretary of State
6.    
Murphy-Brown LLC
Delaware Secretary of State
7.    
Murphy Farms of Texhoma, Inc.
Office of the County Clerk of Oklahoma County, Oklahoma
8.    
Murphy-Brown of Missouri LLC
Delaware Secretary of State
9.    
Patcud Investments, Inc.
Delaware Secretary of State
10.    
Patrick Cudahy, LLC
Delaware Secretary of State
11.    
Premium Pet Health, LLC
Delaware Secretary of State
12.    
SFFC, Inc.
Delaware Secretary of State
13.    
SF Investments, Inc.
Delaware Secretary of State
14.    
SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)
Delaware Secretary of State
15.    
Smithfield-Carroll's Farms
Virginia State Corporation Commission
North Carolina Secretary of State
16.    
Smithfield Farmland Corp. (f/k/a The Smithfield Packing Company, Incorporated)
Delaware Secretary of State
17.    
Smithfield Farmland Sales Corp.
Delaware Secretary of State
18.    
Smithfield Foods, Inc.
Virginia State Corporation Commission
19.    
Smithfield Global Products Inc.
Delaware Secretary of State
20.    
Smithfield Purchase Corporation
North Carolina Secretary of State
21.    
Smithfield Transportation Co., Inc.
Delaware Secretary of State
22.    
Stefano Foods, Inc.
North Carolina Secretary of State

Exhibit E
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement
Mergers and Acquisitions
Mergers described in the recitals hereto and the following transactions:

Entity:
Action:
SF Investments, Inc.
•    North Side Investments, Inc., a Delaware corporation, merged with and into SF Investments, Inc., on April 28, 2014.

Smithfield Farmland Corp.
(f/k/a The Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.))
•    Farmland Foods, Inc., a Delaware corporation, merged with and into The Smithfield Packing Company Incorporated, on April 28, 2014.

Patrick Cudahy, LLC
•    Patrick Cudahy Incorporated, a Delaware corporation, merged with and into Patcud Merger Sub, LLC, a Delaware limited liability company, on May 1, 2011, with the surviving company being named Patrick Cudahy, LLC
•    814 Americas, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011
•    PC Express, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011

Smithfield Transportation Co., Inc.
•    Gwaltney Transportation Co., Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010
•    LPC Transport, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010
•    Valleydale Transportation Company, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010



Exhibit F
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement

Letter of Credit Rights and Chattel Paper
None.
Exhibit G
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement
Intellectual Property
TRADEMARKS

Operating Entity -
Owner
Exact Mark
Image
Registration Number -
Reg. Date
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR
 
655574
Dec 10, 1957
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR
 
732964
Jun 19, 1962
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR
 
2734279
Jul 8, 2003
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR
 
3710049
Nov 10, 2009
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR (stylized and/or with design)
 
3938898
Mar 29, 2011
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR (stylized and/or with design)
 
4176043
Jul 17, 2012
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR AND DESIGN
 
3068559
Mar 14, 2006
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR AND STAR DESIGN
 
1512902
Nov 15, 1988
ARMOUR-ECKRICH MEATS LLC

Jonmor Investments, Inc.
ARMOUR STAR DESIGN
 
1521144
Jan 17, 1989
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S
 
2285625
Oct 12, 1999
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S
 
3764207
Mar 23, 2010
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S (stylized and/or with design)
 
3734883
Jan 5, 2010
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S CR (Design)
 
3903609
Jan 11, 2011
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S RIBS CR & Design
 
1568639
Nov 28, 1989
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S SMOKEHOUSE GOLD
 
3764208
Mar 23, 2010
JOHN MORRELL & CO.
Jonmor Investments, Inc.

CURLY'S SMOKEHOUSE GOLD and DESIGN
 
3826192
Jul 27, 2010
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
E AND DESIGN (ECKRICH HOUSE DESIGN)
 
2674993
Jan 14, 2003
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
E ECKRICH A FAMILY TRADITION SINCE 1894 AND DESIGN
 
4317288
Apr 9, 2013
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
E ECKRICH DELI & DESIGN
 
3112406
Jul 4, 2006
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
E ECKRICH SINCE 1894 (stylized and/or with design)
 
4067995
Dec 6, 2011
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
ECKRICH
 
2695413
Mar 11, 2003
ARMOUR-ECKRICH MEATS LLC
Jonmor Investments, Inc.
ECKRICH DELI
 
3159430
Oct 17, 2006
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
HEALTHY ONES
 
4013319
Aug 16, 2011
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
HEALTHY ONES (stylized and/or with design)
 
4010156
Aug 9, 2011
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
HEALTHY ONES (stylized and/or with design)
 
4625998
Oct 21, 2014
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
HEALTHY ONES AND CARVING BOARD DESIGN
 
4196013
Aug 21, 2012
John Morrell & Co.
Jonmor Investments, Inc.
JOHN MORRELL
 
1054792
Dec 21, 1976
John Morrell & Co.
Jonmor Investments, Inc.
JOHN MORRELL OFF THE BONE AND BANNER DESIGN
 
4496291
Mar 11, 2014
John Morrell & Co.
Jonmor Investments, Inc.
JOHN MORRELL OFF THE BONE HOMESTYLE CARVED
 
4235090
Oct 30, 2012
John Morrell & Co.
Jonmor Investments, Inc.
JOHN MORRELL SINCE 1827 (DESIGN)
 
3963041
May 17, 2011
John Morrell & Co.
Jonmor Investments, Inc.
JOHN MORRELL SINCE 1827 E-Z CUT PREMIUM (stylized and/or with design)
 
4025006
Sep 13, 2011
John Morrell & Co.
Jonmor Investments, Inc.
SINCE 1827 JOHN MORRELL SPECIAL RESERVE AND BANNER DESIGN
 
4265662
Dec 25, 2012
John Morrell & Co.
Jonmor Investments, Inc.
SINCE 1827 JOHN MORRELL SPECIAL RESERVE AND DESIGN
 
4205036
Sep 11, 2012
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR
 
1672694
Jan 21, 1992
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR
 
4261576
Dec 18, 2012
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR AND LION Design
 
3106936
Jun 20, 2006
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR NATURALS
 
3772027
Apr 6, 2010
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR PREMIUM DELI MEATS LEGENDARY TASTE QUALITY SINCE 1883 & Design
 
3207522
Feb 13, 2007
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR PREMIUM DELI MEATS LEGENDARY TASTE SINCE 1883 AND DESIGN
 
4261364
Dec 18, 2012
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR PREMIUM DELI MEATS LEGENDARY TASTE SINCE 1883 OFF THE BONE AND DESIGN
 
4261370
Dec 18, 2012
JOHN MORRELL & CO.
Jonmor Investments, Inc
KRETSCHMAR PREMIUM DELI MEATS QUALITY SINCE 1883 LEGENDARY TASTE (stylized and/or with design)
 
3462982
Jul 8, 2008
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
MARGHERITA
 
961640
Jun 19, 1973
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
MARGHERITA
 
1179402
Nov 24, 1981
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
MARGHERITA
 
3648726
Jun 30, 2009
Armour-Eckrich Meats LLC
Jonmor Investments, Inc.
MARGHERITA (stylized and/or with design)
 
3648725
Jun 30, 2009
Patrick Cudahy LLC
Patcud Investments, Inc.
PATRICK CUDAHY
 
3528346
Nov 4, 2008
Patrick Cudahy LLC
Patcud Investments, Inc.
PATRICK CUDAHY SINCE 1888 and Design
 
3894370
Dec 21, 2010
John Morrell & Co.
SF Investments, Inc.
CARANDO
 
1679542
Mar 17, 1992
John Morrell & Co.
SF Investments, Inc.
CARANDO & Black Shield Design
 
3005968
Oct 11, 2005
John Morrell & Co.
SF Investments, Inc.
CARANDO & Design
 
1650883
Jul 16, 1991
John Morrell & Co.
SF Investments, Inc.
CARANDO CLASSIC ITALIAN AND DESIGN
 
4556912
Jun 24, 2014
Smithfield Farmland Corp.
SF Investments, Inc.
COOK'S
 
2727078
Jun 17, 2003
Smithfield Farmland Corp.
SF Investments, Inc.
COOK'S (stylized and/or with design)
 
3671652
Aug 25, 2009
Smithfield Farmland Corp.
SF Investments, Inc.
COOK'S CARVED FROM THE BONE
 
4126395
Apr 10, 2012
Smithfield Farmland Corp.
SF Investments, Inc.
COOK'S HAM. ALWAYS GOOD TO THE BONE.
 
2386413
Sep 12, 2000
Smithfield Farmland Corp.
SF Investments, Inc.
COOK'S MISCELLANEOUS DESIGN
 
2365107
Jul 4, 2000
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND
 
2648396
Nov 12, 2002
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND & Design
 
1779770
Jun 29, 1993
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND (Black & White Logo)
3063056
Feb 28, 2006
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND EXTRA TENDER
 
1649600
Jul 2, 1991
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND GOOD FOOD FROM THE HEARTLAND & DESIGN
 
3049300
Jan 24, 2006
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND THE RIB COMPANY & DESIGN
 
1974182
May 14, 1996
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND WITH SUN BW LOGO
 
4269586
Jan 1, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
FARMLAND WITH SUN COLOR LOGO
 
4269585
Jan 1, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
GWALTNEY
 
1741498
Dec 22, 1992
Smithfield Farmland Corp.
SF Investments, Inc.
GWALTNEY
 
4268310
Jan 1, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
GWALTNEY (STYLIZED)
 
2380824
Aug 29, 2000
Smithfield Farmland Corp.
SF Investments, Inc.
GWALTNEY STYLIZED LOGO
 
4485856
Feb 18, 2014
Smithfield Farmland Corp.
SF Investments, Inc.
SINCE 1870 GWALTNEY AND DESIGN
 
4412214
Oct 1, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
SINCE 1870 GWALTNEY GREAT BOLONY AND DESIGN
 
4415973
Oct 8, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
SINCE 1870 GWALTNEY GREAT DOGS AND DESIGN
4437496
Nov 19, 2013
Smithfield Farmland Corp.
SF Investments, Inc.
SMITHFIELD
 
2624764
Sep 24, 2002
Smithfield Farmland Corp.
SF Investments, Inc.
SMITHFIELD (STYLIZED)
 
2989997
Aug 30, 2005
Smithfield Farmland Corp.
SF Investments, Inc.
SMITHFIELD FARMLAND STYLIZED
 
4581664
Aug 5, 2014
Smithfield Farmland Corp.
SF Investments, Inc.
SMITHFIELD PREFERRED STOCK
 
3059618
Feb 14, 2006
Smithfield Farmland Corp.
SF Investments, Inc.
SMITHFIELD MARKETPLACE
 
4264706
Dec 25, 2012
Smithfield Farmland Corp.
SF Investments, Inc.
EMBER FARMS
 
2697039
3/18/2003
Smithfield Farmland Corp.
SF Investments, Inc.
EMBER FARMS SINCE 1909 and Design
 
4054084
11/8/2011
Smithfield Farmland Corp.
SF Investments, Inc.
MORNING TABLE
 
3758806
3/9/2010
Smithfield Farmland Corp.
SF Investments, Inc.
RIVERS EDGE
 
3800462
6/8/2010
Smithfield Farmland Corp.
SF Investments, Inc.
TROY HILL
 
3758807
3/9/2010

INTELLECTUAL PROPERTY LICENSES
Trademark License Agreements:

•
Amended and Restated Trademark License Agreement, dated as of March 1, 2013, between Jonmor Investments, Inc. and John Morrell & Co.
•
Amended and Restated Trademark License Agreement, dated as of March 1, 2013, between Jonmor Investments, Inc. and Armour-Eckrich Meats LLC.
•
Amended and Restated Trademark License Agreement, dated as of October 18, 2012, between Patcud Investments, Inc. and Patrick Cudahy, LLC.
•
Amended and Restated Trademark License Agreement, dated as of August 3, 2009, between SF Investments, Inc. and The Smithfield Packing Company.
•
Amended and Restated Trademark License Agreement, dated as of May 24, 2012, between SF Investments, Inc. and Farmland Foods, Inc.
•
Amended and Restated Trademark License Agreement, dated as of March 1, 2013, between SF Investments, Inc. and John Morrell & Co.


Exhibit H
to
Smithfield Foods, Inc.
Third Amended and Restated Security Agreement

Commercial Tort Claims

None.





EXHIBIT A TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, Page 5
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