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, 2008Second Supplemental Indenture • September 5th, 2008 • Smithfield Foods Inc • 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.
SHARES PLEDGE AGREEMENTShares Pledge Agreement • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants
(hereinafter Smithfield Romania S.R.L. and Smithfield International Investments, Inc. shall be jointly referred to as the “Pledgors”),
PURCHASE AGREEMENTPurchase Agreement • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants • New York
This PURCHASE AGREEMENT is made and entered into as of June 30, 2008 among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), STARBASE INTERNATIONAL LIMITED, a company registered in the British Virgin Islands (the “Purchaser”), and COFCO (HONG KONG) LIMITED, a company incorporated in Hong Kong (the “Guarantor”).
FIRST AMENDMENTRevolving Credit Agreement • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants • New York
FIRST AMENDMENT, dated as of July 28, 2006 (this “Amendment”), to the Revolving Credit Agreement, dated as of August 19, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the “Credit Agreement”), among SMITHFIELD FOODS, INC., a Virginia corporation (the “Borrower”); each of the Subsidiaries of the Borrower from time to time party to the Credit Agreement (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), the lenders from time to time party to the Credit Agreement (the “Lenders”), CALYON NEW YORK BRANCH, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH and SUNTRUST BANK, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), CITICORP USA, INC., as syndication agent (in such capacity, the “Syndication Agent”) and JPMORGAN CHASE BANK, N.A., as administrative a
LETTERHEAD OF SOCIETE GENERALE]Credit Agreement • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants
To: SMITHFIELD FOODS, INC. (the Company) for itself and as agent for each of the other Obligors and Security Providers party to the Agreement (as defined below) and the Campofrio Security Document
MERGER PROTOCOL between Campofrío Alimentación, S.A. and Groupe Smithfield Holdings, S.L. and othersMerger Protocol • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants • Madrid
CAMPOFRÍO ALIMENTACIÓN, S.A., a company incorporated under the laws of Spain, with its registered office at Avenida de Europa 24, Parque Empresarial La Moraleja, 28109, Alcobendas, Madrid, Spain, with Tax Identification Number A-09000928, registered with the Mercantile Registry of Madrid under Volume 311, Sheet 6204, Page 111, duly represented for the purposes hereof by Mr. Pedro Ballvé Lantero, of legal age, holder of Identity Card number 50407273-J, with professional address at Avenida de Europa 24, Parque Empresarial La Moraleja, 28109, Alcobendas, Madrid, Spain, in his capacity as authorized representative of the company by virtue of the meeting minutes of the Board of Directors of Campofrío Alimentación, S.A. of June 27th , 2008 (hereinafter, “Campofrío”);
AGREEMENT FOR FINANCIAL AND REGISTERED PLEDGES OVER THE SHARES IN PRIMA FARMS SP. Z O.O. SMITHFIELD FOODS, INC. as a Pledgor and SOCIETE GENERALE as a Pledgee Allen & Overy,Agreement for Financial and Registered Pledges • September 5th, 2008 • Smithfield Foods Inc • Meat packing plants
