SMITHFIELD FOODS, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 4.00% Convertible Senior Notes due 2013 SECOND SUPPLEMENTAL INDENTURE Dated as of July 8, 2008Smithfield Foods Inc • July 8th, 2008 • Meat packing plants • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 8, 2008, between SMITHFIELD FOODS, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia (the “Trustee”), as Trustee.
Smithfield Foods, Inc. Underwriting AgreementSmithfield Foods Inc • July 8th, 2008 • Meat packing plants • New York
Smithfield Foods, Inc., a corporation incorporated under the laws of the Commonwealth of Virginia (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional principal amount of securities set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The Securities are to be issued under an indenture (the “Original Indenture”), dated as of June 1, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “First Supplemental Indenture”), dated June 22, 20
