as of May 1, 1994
Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank
Nederland", New York Branch, as Agent
245 Park Avenue
New York, New York 10167
Re: First Amendment to Credit Agreement and First
Amendment to Security Agreement dated as of
March 1, 1994 of The Smithfield Packing Company,
Incorporated (the Packing Security Agreement)
Ladies and Gentlemen:
Reference is made to that certain Second Amended, Restated and
Continued Revolving Credit Agreement dated as of March 1, 1994 (the Credit
Agreement) among Gwaltney of Smithfield, Ltd., Carolina Food Processors, Inc.
(Carolina), Patrick Cudahy Incorporated, Esskay, Inc., Brown's of Carolina, Inc.
and the undersigned (Packing) and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as Agent
and the banks a party thereto.
Because certain business benefits can be derived by merging Carolina,
Kinston Ham Products, Inc. and Smithfield-Wilson, Inc. with and into Packing,
the undersigned hereby requests that Carolina be permitted to merge into
Packing, whereby Packing would assume all of Carolina's obligations and
liabilities under the Credit Agreement and related documents, all as more
particularly described in the Assumption Agreement delivered in connection
herewith. Immediately upon the effectiveness of this First Amendment, all
rights (including without limitation any right to borrow) of Carolina under the
Credit Agreement and the other Loan Documents shall be automatically, without
any further action, terminated.
A. Amendments to Credit Agreement
The Credit Agreement is hereby amended as follows:
(a) Schedule 4.01(e) is amended and restated in its
entirety by substituting in lieu thereof the revised Schedule 4.01(e)
attached hereto as Exhibit A; and
(b) Any reference to Carolina Food Processors, Inc. shall
mean and be deemed to be a reference to The Smithfield Packing
Company, Incorporated.
B. Amendment to Packing Security Agreement
The Packing Security Agreement is hereby amended and restated in its
entirety by substituting in lieu thereof the revised Schedule attached hereto as
Exhibit B.
C. Conditions Precedent
This First Amendment shall become effective upon receipt by the Agent
of a fully executed copy of this letter and each of the following:
(1) a Certificate of Merger evidencing the consummation of
the merger described above;
(2) a duly executed Assumption Agreement, in substantially
the form of Exhibit C hereto, of Packing evidencing the assumption by
Packing of the obligations of Carolina under the Assumed Loan
Documents (as defined therein);
(3) a duly executed Reaffirmation and Consent of Guarantor,
in substantially the form of Exhibit D hereto;
(4) duly executed UCC financing statements; and
(5) evidence of the payment of any and all costs and
expenses incurred by the Agent and/or the Banks (including but not
limited to the fees, costs and expenses of counsel thereto).
D. Miscellaneous
Each Borrower hereby confirms and agrees that after giving effect to
this First Amendment that it shall be jointly and severally liable for any and
all Advances made under the Credit Agreement, irrespective of which Borrower
shall request such Advance or receive such Advance.
Each of the Borrowers and the Guarantor hereby represents and warrants
that after giving effect to the transactions contemplated by this First
Amendment, no Event of Default or event which with notice or the passage of time
or both would constitute an Event of Default has occurred and is continuing.
Upon the effectiveness of this First Amendment, each reference to the
Credit Agreement or the Packing Security Agreement in any of the Loan Documents
shall be deemed to be a reference to the Credit Agreement or the Packing
Security Agreement, as the case may be, in each case as amended by this First
Amendment, and as the same may from time to time be further amended,
supplemented, restated or otherwise modified in the future by one or more other
written amendments or supplemental or modification agreements entered into
pursuant to the applicable provisions thereof. Any reference to the term Loan
Documents shall mean and include the Credit Agreement and the Packing Security
Agreement as so amended or further amended, supplemented, restated or otherwise
modified.
This First Amendment shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York.
Except as expressly herein amended, the terms and conditions of the
Credit Agreement, the Packing Security Agreement and all other Loan Documents
shall remain in full force and effect. This First Amendment and the documents
and instruments executed in connection herewith and the transactions
contemplated hereby are not intended to be, and shall not be construed to be, a
novation.
This First Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.
The Borrowers and the Guarantor hereby agree to reimburse the Agent
and the Banks upon demand for all costs and expenses (including attorneys' fees)
incurred in the preparation, negotiation and execution of this First Amendment
and the other agreements and documents executed and delivered in connection
herewith.
[Signatures on Next Page.]
All terms defined in the Credit Agreement which are used herein shall
have the meanings defined in the Credit Agreement, unless specifically defined
otherwise herein.
THE SMITHFIELD PACKING
COMPANY, INCORPORATED
By:_________________________________
Name:
Title:
Agreed and Acknowledged this
_______ day of April, 1994.
GWALTNEY OF SMITHFIELD, LTD.
By:_________________________________
Name:
Title:
CAROLINA FOOD PROCESSORS, INC.
By:_________________________________
Name:
Title:
PATRICK CUDAHY INCORPORATED
By:_________________________________
Name:
Title:
[Signatures Continued on Next Page.]
ESSKAY, INC.
By:_________________________________
Name:
Title:
BROWN'S OF CAROLINA, INC.
By:_________________________________
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH,
individually and as Agent
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
NATIONSBANK OF VIRGINIA, N.A.
By:_________________________________
Name:
Title:
EXHIBIT A TO FIRST AMENDMENT
Schedule 4.01(e)
PART I
Bank Accounts with NationsBank
Name Account Number Purpose
Smithfield Packing Co., Inc.
(formerly Carolina Food Processors) 1062 5954 Concentration
Gwaltney of Smithfield, Ltd. 0237 4501 Concentration
Gwaltney of Smithfield, Ltd. 0229 5415 Richmond Lockbox
Gwaltney of Smithfield, Ltd. 1057 4717 Valleydale Payroll
Gwaltney of Smithfield, Ltd. 1062 3260 Valleydale Cont. Fund
Schulderberg Kurdle Co. (Esskay) 1042 1446 Concentration
Smithfield Foods, Inc. 229 2971 Healthcare
Smithfield Packing Co., Inc. 0237 5788 Concentration
Smithfield Packing Co., Inc. 0229 5334 Richmond Lockbox
Smithfield Packing Co., Inc. 114 90711 Kinston Contingency
Smithfield Packing Co., Inc. 114 90088 Hourly Payroll
Smithfield Packing Co., Inc. 114 90041 Salaried Payroll
PART II
Smithfield Foods, Inc.
Bank of Isle of Wight Main Account
P.O. Box 429 10 10187712
Smithfield, VA 23430
Bank of Isle of Wight Payroll
P.O. Box 429 10 10741712
Smithfield, VA 23430
First Union National Bank of Virginia Executive Payroll
115 Main Street 73 55247527
Smithfield, VA 23430
NationsBank of Virginia, N.A. Healthcare
8300 Greensboro Drive, Suite 300 02292971
McLean, VA 22102-3604
Brown's of Carolina
United Carolina Bank Operating
P.O. Box 38 049-226-358-2
Kenansville, NC 28349
United Carolina Bank Payroll
P.O. Box 38 049-226-359-0
Kenansville, NC 28349
United Carolina Bank Control Disbursement
P.O. Box 38 049-226-362-0
Kenansville, NC 28349
Esskay, Inc.
NationsBank of Virginia, N.A. 1042 1446
8300 Greensboro Drive, Suite 300
McLean, VA 22102-3604
Att: Robert Sharpe, III
Signet Bank Contingency Fund
P.O. Box 1077 235-30264
Baltimore, MD 21203
Maryland National Bank Payroll
6100 Executive Blvd., Suite 500 0602516
Rockville, MD 20852
Att: Cindy Plunkett
Bank of Isle of Wight Gen. Disbursements
P.O. Box 429 1 011 334 412
Smithfield, VA 23430
Att: Tracy Nelms
Gwaltney of Smithfield, Ltd.
NationsBank of Virginia, N.A. Concentration Account
8300 Greensboro Drive, Suite 300 0237-4501
McLean, VA 22102-3604
Att: Robert Sharpe, III
First National Bank of Randolph County Hancock
P.O Box 1328 02-26041
Asheboro, NC 27204
NationsBank of Virginia, N.A. Richmond Lockbox
8300 Greensboro Drive, Suite 300 0229-5415
McLean, VA 22102-3604
Att: Robert Sharpe, III
Bank of Isle of Wight Salaried Payroll
P.O. Box 429 DA 1010957612
Smithfield, VA 23430
Att: Tracy Nelms
Bank of Isle of Wight Hourly Payroll
P.O. Box 429 DA 1010953312
Smithfield, VA 23430
Att: Tracy Nelms
Bank of Isle of Wight General Disbursements
P.O. Box 429 1011 344 1 12
Smithfield, VA 23430
Att: Tracy Nelms
Bank of Isle of Wight Livestock Disbursements
P.O. Box 429 1011 316 8 12
Smithfield, VA 23430
Att: Tracy Nelms
Banco Popular De Puerto Rico 40-00038-9
P.O. Box 2708, FPO
San Juan, PR 00936
Southern Trust Bank of Georgia, N.A. 0-15-469-5
P.O. Box 1234
Atlanta, GA 30371-9802
North Carolina National Bank of Florida 4007141301
P.O. Box 25900
Tampa, FL 33630
First Pennsylvania Bank, N.A. 431-293-0
P.O. Box 7558
Philadelphia, PA 19101
Fleet Bank of New York 350623
10 Fountain Plaza
Buffalo, NY 14202
Mellon Bank 004-4126
Mellon Bank Center
Pittsburgh, PA 15259
NationsBank of Maryland, N.A. 84-0406-9
8300 Greensboro Drive, Suite 300
McLean, VA 22102-3604
Att: Robert Sharpe, III
Security Pacific Bank 412 715698 29
101 North First Avenue
Phoenix, AZ 85003
Att: Ms. Karen Roy
Crestar Lockbox
P.O. Box 26150 205160190
Richmond, VA 23260
NationsBank of Maryland, N.A. Maryland Lockbox
8300 Greensboro Drive, Suite 300 85-00042
McLean, VA 22102-3604
Att: Robert Sharpe, III
Citizens First National of New Jersey 211-1125-1
85 Jefferson Avenue
Westwood, NJ 07675
NationsBank of North Carolina, N.A. Charlotte Lockbox
8300 Greensboro Drive, Suite 300 000280123
McLean, VA 22102-3604
Att: Robert Sharpe, III
NationsBank of Virginia, N.A. Valleydale Payroll
8300 Greensboro Drive, Suite 300 1057 4717
McLean, VA 22102-3604
Att: Robert Sharpe, III
NationsBank of Virginia, N.A. Valleydale
8300 Greensboro Drive, Suite 300 Contingency Fund
McLean, VA 22102-3604 1062 3260
Att: Robert Sharpe, III
Smithfield Packing Company, Inc.
NationsBank of Virginia, N.A. Concentration Account
8300 Greensboro Drive, Suite 300 0237-5788
McLean, VA 22102-3604
Att: Robert Sharpe, III
NationsBank of Virginia, N.A. Richmond Lockbox
8300 Greensboro Drive, Suite 300 0-229-5334
McLean, VA 22102-3604
Att: Robert Sharpe, III
NationsBank of Virginia, N.A. Kinston Contingency
8300 Greensboro Drive, Suite 300 114-9071-1
McLean, VA 22102-3604
Att: Robert Sharpe, III
Maryland National Bank Landover Contingency
6100 Executive Blvd., Suite 500 535256630
Rockville, MD 20852
Att: Cindy Plunkett
Maryland National Bank Landover Payroll
6100 Executive Blvd., Suite 500 535256879
Rockville, MD 20852
Att: Cindy Plunkett
Bank of Isle of Wight General Disbursements
P.O. Box 429 1011-343-312
Smithfield, VA 23430
Att: Tracy Nelms
Bank of Isle of Wight Livestock Disbursements
P.O. Box 429 1011-341-712
Smithfield, VA 23430
Att: Tracy Nelms
NationsBank of Virginia, N.A. Hourly Payroll - Weekly
8300 Greensboro Drive, Suite 300 114-9006-8
McLean, VA 22102-3604
Att: Robert Sharpe, III
NationsBank of Virginia, N.A. Salaried Payroll
8300 Greensboro Drive, Suite 300 114-9004-1
McLean, VA 22102-3604
Att: Robert Sharpe, III
Centura Bank 185-085-7
P.O. Box 6057
Rocky Mount, NC 27802-6057
Citi Bank 0-100613-018
GPO 4106
San Juan, PR 00936
Trust Company Bank 8800942479
P.O. Box 4418
Atlanta, GA 30302
Society Bank of Eastern Ohio, N.A. 881-2245-8
P.O. Box 500
Canton, OH 44701
Pittsburgh National Bank 1983029
700 Buelah Road
Turtle Creek, PA 15145
First National Bank & Trust Company 1323591
P.O. Box 158
Newton, PA 18940
Jupiter Tequesta National Bank 002 10020-9
250 Tequesta Drive
Tequesta, FL 33469
NationsBank of Maryland, N.A. 84-0405-0
8300 Greensboro Drive, Suite 300 Maryland Lockbox
McLean, VA 22102-3604
Att: Robert Sharpe, III
United Jersey Bank 160000424
P.O. Box 130
Hackensack, NJ 07602
Manufacturers & Traders Trust 01-069238-2
P.O. Box 767
Buffalo, NY 14240-0767
First Seminole Bank 132 1 1350 00
100647-2
531 Westlake Mary Blvd.
Lake Mary, FL 32795-1629
U.S. Bank - Oregon 0099 0006 249
P.O. Box 4412
Portland, OR 97208-4412
NationsBank of North Carolina, N.A. Charlotte Lockbox
8300 Greensboro Drive, Suite 300 000280115
McLean, VA 22102-3604
Att: Robert Sharpe, III
United Carolina Bank Hourly Payroll
Hwy 87 001 2301000443
Tar Heel, NC 28392
*United Carolina Bank Salaried Payroll
Hwy 87
Tar Heel, NC 28392
*NationsBank of Virginia, N.A. Main Account
8300 Greensboro Drive, Suite 300 1062 5954
McLean, VA 22102-3604
Att: Robert Sharpe, III
*United Carolina Bank Contingency Fund
Hwy 87 230-100-035-4
Tar Heel, NC 28392
*Bank of Isle of Wight General Disbursements
P.O. Box 429 1011519312
Smithfield, VA 23430
Att: Tracy Nelms
*United Carolina Bank Livestock Disbursements
Hwy 87 230-100-043-5
Tar Heel, NC 28392
- - ---------------
Formerly Carolina Food Processors, Inc.
EXHIBIT B TO SECURITY AGREEMENT
SCHEDULE TO SECURITY AGREEMENT
SMITHFIELD PACKING
Plants:
Smithfield, VA
Norfolk, VA
Suffolk, VA
Landover, MD
Bladen County, NC
Kinston, NC
Wilson, NC
Storage:
Jurisdiction
American Warehouse Scott County
201 First Avenue, South
Forest, MS 39074
Americold Hillsborough County
1601 N. 50th Street
Tampa, FL 33619
Burris Refrigerated Caroline County
Rt. 313 North
Federalsburg, MD 21632
Burris Refrigerated No County
1229 Fleetway Drive
Chesapeake, VA 23323
Burris Refrigerated Sumter County
1900 Corporate Way
Sumter, SC 29154
Carolina Frozen Distributors Mecklenburg County
5119 Hovis Road
Charlotte, NC 28208
Carolina Cold Storage Bladen County
P. O. Box 268
Hwy 87 North
Tar Heel, NC 28392
Collins Cold Storage Dillon County
1305 East Main Street
Dillon, SC 29536
Camden Yards Harford County
504 Perryman Road
Aberdeen, MD 21130
Collin's Florence County
200 North Harrell
Florence, SC 29501
Camden Yards #3
Baltimore, MD
Camden Yards Cold Storage Baltimore City
1300 South Monroe Street
Baltimore, MD 21213
D.A. Ford Cold Storage Stanley County
Hwy 49 South
Richfield, NC 28137
Industrial Cold Storage Duval County
1814 Industrial Blvd.
Jacksonville, FL 32203
Merchant's Howard County
7950 Oceana Avenue
Jessup, MD 20794
Merchant's Terminal Prince George County
1811 Cabin Branch Drive
Landover, MD 20785
Modern Cold Storage Pitt County
20 Ashmore Branch Road
Piedmont, SC 29673
Modern Cold Storage Pitt County
Industrial Drive
Greenville, SC 29606
Modern Cold Storage Union County
U.S. 74 114 Cuddy Drive
Marshville, NC 28103
Nordic Cold Storage Wake County
915 Withers Road
Raleigh, NC 27603
Nordic Cold Storage Spartenburg County
1996 East Poinsetta Street
Greer, SC 29651
Nordic Cold Storage Mecklenburg County
5610 David Cox Road
Charlotte, NC 29213
Nordic Cold Storage Robinson County
Rt. 4 Box 849
Lumberton, NC 28358
Nordic Cold Storage Wilson County
2317 Wilco Blvd.
Wilson, NC 27893
Nordic Cold Storage Harnett County
301 South & Dennings Road
Benson, NC 27504
RCS East Airport Division Hanover County
5501 Corregated Road
Sandston, VA 23150
RCS Smithfield Isle of Wight County
10070 Old Stage Hwy
Smithfield, VA 23430
Richmond Cold Storage Henrico County
18th and Marshall St.
Richmond, VA 23202
Ruger's Ice
Cobbs Creek, VA
Safeway Freezer Storage Cumberland County
97 North Mill Road
P. O. Box 579
Vineland, New Jersey 08360
Southern Cold Storage Henrico County
2900 Cofer Road
Richmond, VA 23224
Southern Cold Storage Duplin County
P. O. Box 877 Country Road
Wallace, NC 28466
Southern Cold Storage
Sumter, SC 29150
Tidewater Warehouse Services No County
3800 Cooke Avenue
Chesapeake, VA 23323
U.S. Cold Storage Robinson County
P.O. Box 1469
Lumberton, NC 28359
United Cold Storage City of Norfolk
Princess Anne Road
Norfolk, VA 23502
United Refrigerated Richland County
2339 Shop Road
Columbia, SC 29201
United Refrigerated Service
Mecklenburg County
700 West 9th Street
Charlotte, NC 28201
United Refrigerated Services Mecklenburg County
100 Exchange Street
Charlotte, NC 28201
United States Cold Storage Webb County
P. O. Box 1903
Laredo, TX 78044-1903
EXHIBIT C TO FIRST AMENDMENT
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT dated as of May __, 1994 by and among
CAROLINA FOOD PROCESSORS, INC. (Carolina), THE SMITHFIELD PACKING COMPANY
INCORPORATED (Packing), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH, as agent under the Credit Agreement, as
defined below (the Agent) and the banks a party to the Credit Agreement (each a
Bank and collectively, the Banks).
W I T N E S S E T H:
WHEREAS, Carolina, Packing, Gwaltney of Smithfield, Ltd., Patrick
Cudahy Incorporated, Esskay, Inc. and Brown's of Carolina (collectively, the
Borrowers), the Agent and the Banks entered into that certain Second Amended,
Restated and Continued Revolving Credit Agreement dated as of March 1, 1994 (as
amended on the date hereof and as it may be amended, modified, supplemented or
restated from time to time, the Credit Agreement);
WHEREAS, Smithfield Foods, Inc. (the Guarantor) guaranteed repayment
of the obligations of the Borrowers to the Banks owing under and in connection
with the Credit Agreement pursuant to that certain Second Amended, Restated and
Continued Guaranty dated as of March 1, 1994 (the Guaranty) executed by the
Guarantor in favor of the Agent on behalf of the Banks;
WHEREAS, Carolina, Kinston Ham Products, Inc. and Smithfield-Wilson,
Inc. intend to merge with and into Packing;
WHEREAS, the parties hereto desire to enter into this Agreement to
evidence the assumption by Packing of all of the obligations owing by Carolina
to the Agent and the Banks under the Credit Agreement and each of the other
Assumed Loan Documents (as defined below) and for the other purposes set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
SECTION 1. Assumption of Obligations Packing hereby agrees that it
is bound by, assumes all obligations and liabilities under, and agrees to
perform and discharge all of, the obligations of Carolina including, without
limitation, the respective obligations and liabilities of Carolina owing under
and in connection with, each of the following to which Carolina is a party: (i)
the Credit Agreement, (ii) the documents, instruments and agreements described
in Schedule 1 attached hereto, and (iii) any and all other documents,
instruments and agreements executed by Carolina in connection with any of the
items referred to in clauses (i) and (ii) (all of the foregoing collectively
referred to as the Assumed Loan Documents).
SECTION 2. Consent to Assumption of Indebtedness Each of the Agent
and the Banks hereby acknowledges and consents to the assignment to and
assumption by Packing of the obligations and liabilities of Carolina under and
in connection with the Credit Agreement and each of the other Assumed Loan
Documents. Each Borrower and the Guarantor hereby acknowledge and consent to
the assignment and assumption by Packing of the obligations and liabilities of
Carolina under and in connection with the Credit Agreement and each Credit
Document.
SECTION 3. Indemnification Each of the Borrowers and the Guarantor
hereby agrees to indemnify, defend and hold harmless the Agent and the Banks
from and against any suits, proceedings, demands, judgments, claims, damages,
expenses and costs, including without limitation, interests, penalties and legal
counsel fees (collectively, Indemnified Claims) asserted against, relating to,
imposed on or suffered or incurred by the Agent and/or the Banks by reason of or
resulting from this Agreement or the assumption by Packing of the obligations
and liabilities of Carolina under the Assumed Loan Documents or arising in
connection with the transactions generally contemplated hereby.
SECTION 4. Governing Law THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Successors and Assigns This Agreement shall inure to the
benefit of, and shall be binding upon, the successors and assigns of each party
hereto.
SECTION 6. Amendments No amendment or waiver of any provision hereof
shall in any event be effective unless the same shall be in writing and signed
by the parties hereto and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
SECTION 7. Counterparts This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the
same agreement.
SECTION 8. Definitions Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include the
singular and plural.
[Signatures on Next Page.]
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed under seal by their respective authorized officers, as
of the date first above written.
COOPERATIEVE CENTRALE
RAIFFEISEN- BOERENLEENBANK,
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH, individually
and as Agent
By:_______________________________
Title:__________________________
By:_______________________________
Title:__________________________
NATIONSBANK OF VIRGINIA, N.A.
By:_______________________________
Title:__________________________
CAROLINA FOOD PROCESSORS,
INC.
By:_______________________________
Title:__________________________
THE SMITHFIELD PACKING
COMPANY INCORPORATED
By:_______________________________
Title:__________________________
[Signatures Continued on Next Page.]
Agreed and Consented to
this ____ day of April, 1994:
GWALTNEY OF SMITHFIELD, LTD.
By:_______________________________
Title:__________________________
PATRICK CUDAHY INCORPORATED
By:_______________________________
Title:__________________________
ESSKAY, INC.
By:_______________________________
Title:__________________________
BROWN'S OF CAROLINA
By:_______________________________
Title:__________________________
SMITHFIELD FOODS, INC.
By:_______________________________
Title:__________________________
SCHEDULE I TO
ASSUMPTION AGREEMENT
1. Promissory Note executed by Carolina in favor of Rabobank Cooperatieve
Centrale Raiffeisen- Boerenleenbank B.A., "Rabobank Nederland", New
York Branch in the original principal amount of $75,000,000.
2. Promissory Note executed by Carolina in favor of NationsBank of
Virginia, N.A. in the original principal amount of $35,000,000.
3. Security Agreement dated as of March 1, 1994 executed by Carolina in
favor of the Agent.
EXHIBIT D TO FIRST AMENDMENT
FORM OF REAFFIRMATION AND CONSENT
THIS REAFFIRMATION AND CONSENT dated as of May __, 1994, executed and
delivered by SMITHFIELD FOODS, INC. (the Guarantor) in favor of COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
as Agent (the Agent) under the Credit Agreement (as defined below).
WHEREAS, Carolina Food Processors, Inc. (Carolina), The Smithfield
Packing Company, Incorporated (Packing), Gwaltney of Smithfield, Ltd., Patrick
Cudahy Incorporated, Esskay, Inc. and Brown's of Carolina (collectively, the
Borrowers), the Agent and the banks a party thereto entered into that certain
Second Amended, Restated and Continued Revolving Credit Agreement dated as of
March 1, 1994 (as amended on the date hereof and as it may be amended, modified,
supplemented or restated from time to time, the Credit Agreement);
WHEREAS, Smithfield Foods, Inc. (the Guarantor) guaranteed repayment
of the obligations of the Borrowers to the Banks owing under and in connection
with the Credit Agreement pursuant to that certain Second Amended, Restated and
Continued Guaranty dated as of March 1, 1994 (the Guaranty) executed by the
Guarantor in favor of the Agent on behalf of the Banks;
WHEREAS, Carolina, Kinston Ham Products, Inc. and Smithfield-Wilson,
Inc. intend to merge with and into Packing as requested in that certain First
Amendment dated as of the date hereof to the Credit Agreement (the First
Amendment);
WHEREAS, the Guarantor has reviewed the First Amendment; and
WHEREAS, it is a condition precedent to the effectiveness of the First
Amendment that the Guarantor execute and deliver this Reaffirmation and Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which the Guarantor hereby acknowledges, the Guarantor hereby
agrees as follows:
SECTION 1. Reaffirmation and Consent The Guarantor hereby consents
to the transactions contemplated by the First Amendment and reaffirms its
continuing obligations to the Agent and the Banks under the Guaranty and agrees
that neither the transactions contemplated by the First Amendment, nor any
future amendments or arrangements whatsoever relating to the Credit Agreement,
any of the other Loan Documents, or any collateral thereunder, shall in any way
affect the validity and enforceability of the Guaranty or reduce, impair or
discharge the obligations of the Guarantor thereunder.
SECTION 2. References The Guarantor agrees that each reference to
the Credit Agreement or the Packing Security Agreement (as defined in the First
Amendment) in any of the Loan Documents shall be deemed to be a reference to the
Credit Agreement or the Packing Security Agreement, as the case may be, in each
case as amended by the First Amendment, as the same may from time to time be
further amended, supplemented, restated or otherwise modified in the future by
one or more other written amendments or supplemental or modification amendments
entered into pursuant to the applicable provisions thereof. Any reference to
the term Loan Documents shall mean and include the Credit Agreement and the
Packing Security Agreement as so amended or further amended, supplemented,
restated or otherwise modified.
SECTION 3. Defined Terms Terms not otherwise defined herein are used
herein as defined in the Credit Agreement.
IN WITNESS WHEREOF, this Reaffirmation and Consent has been executed
by a duly authorized officer and delivered as of the date first written above.
SMITHFIELD FOODS, INC.
By:_______________________________
Name:
Title: