Browse > Home / CompanyIntelligence / Food Processing / Smithfield Foods / Loans

Smithfield Foods, Inc.

Loans

Page 1 of 11

$72	Preview Subscribers	2003	Bridge Loan and Security Agreement Bridge Loan and Security Agreement (265K) Doc #163909: Click preview link for longer preview. ================================================================================ BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003 among SMITHFIELD FOODS, INC., THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral Agent ================================================================================ {PAGE} TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms..................................................1 SECTION 1.02. Classification of Loans and Borrowings........................19 SECTION 1.03. Terms Generally...............................................19 SECTION 1.04. Accounting Terms; GAAP........................................20 ARTICLE II THE CREDITS SECTION 2.01. Commitments...................................................20 SECTION 2.02. Loans and Borrowings..........................................20 SECTION 2.03. Request for Loan..............................................21 SECTION 2.04. [RESERVED]....................................................21 SECTION 2.05. [RESERVED]....................................................21 SECTION 2.06. Funding of Borrowings.........................................21 SECTION 2.07. Interest Elections............................................22 SECTION 2.08. Termination of Commitments....................................23 SECTION 2.09. Repayment of Loans; Evidence of Debt..........................23 SECTION 2.10. Prepayment of Loans...........................................24 SECTION 2.11. Manner of Payment.............................................25 SECTION 2.12. Interest......................................................25 SECTION 2.13. Alternate Rate of Interest....................................26 SECTION 2.14. Increased Costs...............................................26 SECTION 2.15. Break Funding Payments........................................27 SECTION 2.16. Taxes.........................................................28 SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs....29 SECTION 2.18. Mitigation Obligations; Replacement of Lenders................31 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. Organization; Powers..........................................32 SECTION 3.02. Authorization; Enforceability.................................32 SECTION 3.03. Governmental Approvals; No Conflicts..........................32 SECTION 3.04. Financial Condition; No Material Adverse Change...............33 SECTION 3.05. Properties....................................................33 SECTION 3.06. Litigation and Environmental Matters..........................34 SECTION 3.07. Compliance with Laws and Agreements...........................34 -i- {PAGE} Page ---- SECTION 3.08. Investment and Holding Company Status.........................34 SECTION 3.09. Taxes.........................................................34 SECTION 3.10. ERISA.........................................................35 SECTION 3.11. Disclosure....................................................35 SECTION 3.12. Regulations U and X...........................................35 SECTION 3.13. Material Agreements and Liens.................................35 SECTION 3.14. Subsidiaries, Etc.............................................36 SECTION 3.15. Solvency......................................................36 SECTION 3.16. Labor Matters.................................................36 ARTICLE IV CONDITIONS SECTION 4.01. Effective Date................................................36 SECTION 4.02. The Credit Event..............................................39 SECTION 4.03. Conditions To Release From the Account........................39 ARTICLE V AFFIRMATIVE COVENANTS SECTION 5.01. Financial Statements and Other Information....................41 SECTION 5.02. Notices of Material Events....................................42 SECTION 5.03. Existence; Conduct of Business................................43 SECTION 5.04. Payment of Obligations........................................43 SECTION 5.05. Maintenance of Properties; Insurance..........................43 SECTION 5.06. Books and Records; Inspection Rights..........................43 SECTION 5.07. Compliance with Laws..........................................43 SECTION 5.08. Use of Proceeds...............................................44 SECTION 5.09. Further Assurances............................................44 SECTION 5.10. Schneider Consents............................................44 SECTION 5.11. Resolutions...................................................44 ARTICLE VI NEGATIVE COVENANTS SECTION 6.01. Indebtedness..................................................44 SECTION 6.02. Liens.........................................................45 SECTION 6.03. Fundamental Changes...........................................46 SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.....47 SECTION 6.05. Hedging Agreements............................................47 SECTION 6.06. Restricted Payments...........................................48 SECTION 6.07. Transactions with Affiliates..................................48 SECTION 6.08. Restrictive Agreements........................................48 SECTION 6.09. Senior Note Documents; Revolving Credit Agreement.............49 -ii- {PAGE} Page ---- SECTION 6.10. Limitation on Sale and Leaseback Transactions.................49 SECTION 6.11. Fiscal Periods................................................49 SECTION 6.12. Financial Covenants...........................................50 SECTION 6.13. Subordinated Indebtedness.....................................50 SECTION 6.14. Change in Control.............................................50 ARTICLE VII EVENTS OF DEFAULT ARTICLE VIII GUARANTEE SECTION 8.01. The Guarantee.................................................53 SECTION 8.02. Obligations Unconditional.....................................54 SECTION 8.03. Reinstatement.................................................54 SECTION 8.04. Subrogation...................................................55 SECTION 8.05. Remedies......................................................55 SECTION 8.06. Instrument for the Payment of Money...........................55 SECTION 8.07. Continuing Guarantee..........................................55 SECTION 8.08. Rights of Contribution........................................55 SECTION 8.09. General Limitation on Guarantee Obligations...................56 SECTION 8.10. Agreement to Subordinate the Subsidiary Guarantees............56 SECTION 8.11. Certain Definitions...........................................57 SECTION 8.12. Liquidation; Dissolution; Bankruptcy..........................57 SECTION 8.13. Acceleration of Securities....................................58 SECTION 8.14. Notice by Subsidiary Guarantors...............................58 SECTION 8.15. Relative Rights...............................................58 SECTION 8.16. Rights of Administrative Agent................................58 SECTION 8.17. Authorization to Effect Subordination.........................58 SECTION 8.18. Amendments....................................................59 SECTION 8.19. Automatic Release.............................................59 ARTICLE IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT ARTICLE X MISCELLANEOUS SECTION 10.01. Notices.......................................................61 SECTION 10.02. Waivers; Amendments...........................................62 SECTION 10.03. Expenses; Indemnity; Damage Waiver............................63 SECTION 10.04. Successors and Assigns........................................64 SECTION 10.05. Survival......................................................66 -iii- {PAGE} Page ---- SECTION 10.06. Counterparts; Integration; Effectiveness......................67 SECTION 10.07. Severability..................................................67 SECTION 10.08. Right of Setoff...............................................67 SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process....67 SECTION 10.10. WAIVER OF JURY TRIAL..........................................68 SECTION 10.11. Headings......................................................68 SECTION 10.12. Confidentiality...............................................68 SECTION 10.13. [RESERVED]....................................................69 SECTION 10.14. Acknowledgements..............................................69 SECTION 10.15. [RESERVED]....................................................70 SECTION 10.16. Judgment Currency.............................................70 ARTICLE XI SECURITY INTERESTS AND COLLATERAL ADMINISTRATION SECTION 11.01. Security Interest in Collateral...............................70 SECTION 11.02. Lien Perfection; Further Assurances...........................71 SECTION 11.03. Remedies......................................................71 SECTION 11.04. Waiver of Notice and Claims...................................71 -iv- {PAGE} SCHEDULES: Schedule 1.01 -- Excluded Debt Issuances Schedule 2.01 -- Commitments Schedule 3.06 -- Disclosed Matters Schedule 3.13 -- Material Agreements and Liens Schedule 3.14 -- Subsidiaries Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens EXHIBITS: Exhibit A - Form of Assignment and Acceptance Exhibit B - Form of Guarantee Assumption Agreement Exhibit C - Form of Opinion of Counsel to the Borrower Exhibit D - Form of Opinion of Canadian Counsel to the Subsidiary Guarantors Exhibit E - Form of Control Agreement -v- {PAGE} BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003, among SMITHFIELD FOODS, INC., a Virginia corporation (the "Borrower"), each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5.09 hereof, shall become a "Subsidiary Guarantor" hereunder (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and, together with the Borrower, the "Obligors"), each of the lenders that is a party hereto identified under the caption "LENDERS" on Schedule 2.01 hereto or that, pursuant to Section 10.04 hereof, shall become a "Lender" hereunder (individually, a "Lender" and, collectively, the "Lenders") and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as administrative agent for the Lenders hereunder (the "Administrative Agent"). The Borrower and its Subsidiaries are engaged as an integrated group in the business of pork production, hog farming, pork processing and manufacturing spices and chemicals, and in related businesses, and in furnishing the required supplies, services, equipment, credit and other facilities for such integrated operation. The Borrower desires to acquire certain assets comprising the pork business (the "Acquired Business") of Farmland Industries, Inc., a Kansas corporation and a debtor-in-possession in a Chapter 11 proceeding under the United States Bankruptcy Code (the "Farmland Acquisition"). In that connection, the Obligors have requested that the Lenders extend credit to the Borrower, by means of Dollar-denominated loans, in an aggregate amount of up to but not exceeding $300,000,000, to finance the Farmland Acquisition and the fees and expenses related thereto. The Lenders are willing to so agree, and accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Account" means the account of the Borrower at Goldman Sachs Asset Management, No. 1885033075. "Acquired Business" has the meaning given to such term in the preamble hereto. "Acquisition" means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which the Borrower and/or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise, (b) directly or indirectly acquires control of at least a majority (in number of votes) of the securities of a corporation that have ordinary voting 163909	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bridge Loan and Security Agreement: SMITHFIELD FOODS, INC. – TYPE}EX-99.1 {SEQUENCE}4 {FILENAME}dex991.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} {PAGE} EXHIBIT 99.1 ================================================================================ BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral Agent ================================================================================ {PAGE} _____________ SMITHFIELD FOODS, INC. – Form of Opinion of Canadian Counsel to the Subsidiary Guarantors Exhibit E - Form of Control Agreement -v- {PAGE} BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – of America or the District of Columbia. "Effective Date" has the meaning specified in Section 4.01. "Engagement Letter" means the Engagement Letter dated as of October 7, 2003 between Smithfield Foods, Inc. and Goldman, Sachs & Co. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental _____________ Smithfield Foods, Inc. – transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fee Letter" means the Fee Letter dated as of October 7, 2003 among Smithfield Foods, Inc. , Goldman, Sachs & Co. and Goldman Sachs Credit Partners L.P. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower. "Foreign Lender" means _____________ Smithfield Foods, Inc. – Group. "Schneider Disposition" means the sale of Schneider Corporation and its subsidiaries by the Borrower. "Schneider Disposition Agreement" means the Share Purchase Agreement dated as of September 24, 2003 among Smithfield Foods, Inc. , and Maple Leaf Foods Inc. "Schneider Indentures" means the Fourth Supplemental Deed of Trust, providing for the issuance of Series B Debentures, dated as of September 1, 1995, between _____________ dt 1474573 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bridge Loan and Security Agreement: SMITHFIELD FOODS, INC. – TYPE}EX-99.1 {SEQUENCE}4 {FILENAME}dex991.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} {PAGE} EXHIBIT 99.1 ================================================================================ BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral Agent ================================================================================ {PAGE} _____________ SMITHFIELD FOODS, INC. – Form of Opinion of Canadian Counsel to the Subsidiary Guarantors Exhibit E - Form of Control Agreement -v- {PAGE} BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – of America or the District of Columbia. "Effective Date" has the meaning specified in Section 4.01. "Engagement Letter" means the Engagement Letter dated as of October 7, 2003 between Smithfield Foods, Inc. and Goldman, Sachs & Co. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental _____________ Smithfield Foods, Inc. – transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fee Letter" means the Fee Letter dated as of October 7, 2003 among Smithfield Foods, Inc. , Goldman, Sachs & Co. and Goldman Sachs Credit Partners L.P. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower. "Foreign Lender" means _____________ Smithfield Foods, Inc. – Group. "Schneider Disposition" means the sale of Schneider Corporation and its subsidiaries by the Borrower. "Schneider Disposition Agreement" means the Share Purchase Agreement dated as of September 24, 2003 among Smithfield Foods, Inc. , and Maple Leaf Foods Inc. "Schneider Indentures" means the Fourth Supplemental Deed of Trust, providing for the issuance of Series B Debentures, dated as of September 1, 1995, between _____________ dt 1335040 ; Citibank Citibank, NA As referenced in this Bridge Loan and Security Agreement: Citibank, N.A. – defined in Section 3(5) of ERISA. "Prime Rate" means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be _____________ dt 146035 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Bridge Loan and Security Agreement: Bank of New York, – Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a dt 42138 ; Citibank Citibank, NA ( Financial ) As referenced in this Bridge Loan and Security Agreement: Citibank, N.A. – defined in Section 3(5) of ERISA. "Prime Rate" means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be _____________ dt 146035 ; More...
$85	Preview Subscribers	2003	Bridge Loan and Security Agreement Bridge Loan and Security Agreement (265K) Doc #916987: Click preview link for longer preview. dated as of October 9, 2003 among SMITHFIELD FOODS, INC., THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral . . . 916987	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bridge Loan and Security Agreement: SMITHFIELD FOODS, INC. – TYPE>EX-99.1 4 dex991.txt EXHIBIT 99.1 EXHIBIT 99.1 ================================================================================ BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral Agent ================================================================================ _____________ SMITHFIELD FOODS, INC. – Form of Opinion of Canadian Counsel to the Subsidiary Guarantors Exhibit E - Form of Control Agreement -v- BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – of America or the District of Columbia. "Effective Date" has the meaning specified in Section 4.01. "Engagement Letter" means the Engagement Letter dated as of October 7, 2003 between Smithfield Foods, Inc. and Goldman, Sachs & Co. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental _____________ Smithfield Foods, Inc. – transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fee Letter" means the Fee Letter dated as of October 7, 2003 among Smithfield Foods, Inc. , Goldman, Sachs & Co. and Goldman Sachs Credit Partners L.P. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower. "Foreign Lender" means _____________ Smithfield Foods, Inc. – Group. "Schneider Disposition" means the sale of Schneider Corporation and its subsidiaries by the Borrower. "Schneider Disposition Agreement" means the Share Purchase Agreement dated as of September 24, 2003 among Smithfield Foods, Inc. , and Maple Leaf Foods Inc. "Schneider Indentures" means the Fourth Supplemental Deed of Trust, providing for the issuance of Series B Debentures, dated as of September 1, 1995, between _____________ dt 1474581 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bridge Loan and Security Agreement: SMITHFIELD FOODS, INC. – TYPE>EX-99.1 4 dex991.txt EXHIBIT 99.1 EXHIBIT 99.1 ================================================================================ BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book-Runner, Administrative Agent and Collateral Agent ================================================================================ _____________ SMITHFIELD FOODS, INC. – Form of Opinion of Canadian Counsel to the Subsidiary Guarantors Exhibit E - Form of Control Agreement -v- BRIDGE LOAN AND SECURITY AGREEMENT dated as of October 9, 2003, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – of America or the District of Columbia. "Effective Date" has the meaning specified in Section 4.01. "Engagement Letter" means the Engagement Letter dated as of October 7, 2003 between Smithfield Foods, Inc. and Goldman, Sachs & Co. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental _____________ Smithfield Foods, Inc. – transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fee Letter" means the Fee Letter dated as of October 7, 2003 among Smithfield Foods, Inc. , Goldman, Sachs & Co. and Goldman Sachs Credit Partners L.P. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower. "Foreign Lender" means _____________ Smithfield Foods, Inc. – Group. "Schneider Disposition" means the sale of Schneider Corporation and its subsidiaries by the Borrower. "Schneider Disposition Agreement" means the Share Purchase Agreement dated as of September 24, 2003 among Smithfield Foods, Inc. , and Maple Leaf Foods Inc. "Schneider Indentures" means the Fourth Supplemental Deed of Trust, providing for the issuance of Series B Debentures, dated as of September 1, 1995, between _____________ dt 1335048 ; Citibank Citibank, NA As referenced in this Bridge Loan and Security Agreement: Citibank, N.A. – be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prime Rate" means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such _____________ dt 1478854 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Bridge Loan and Security Agreement: Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) _____________ dt 1585147 ; Citibank Citibank, NA ( Financial ) As referenced in this Bridge Loan and Security Agreement: Citibank, N.A. – be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Prime Rate" means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such _____________ dt 1478854 ; More...
$99	Preview Subscribers	2006	Facility Agreement Facility Agreement (342K) Doc #2450850: Click preview link for longer preview. MULTICURRENCY REVOLVING FACILITY AGREEMENT 22 AUGUST 2006 euro 300,000,000 FACILITY AGREEMENT for SMITHFIELD CAPITAL EUROPE BV arranged by BNP PARIBAS and SOCIETE GENERALE CORPORATE & INVESTMENT BANKING with SOCIETE GENERALE acting as Agent and Security Agent Allen & Overy LLP CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facility 23 3. . . . 2450850	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Facility Agreement: SMITHFIELD FOODS, INC. – 11. Subsidiary Guarantors under the US Facility 125 12. Form of Confidentiality Undertaking 126 13. Timetables 130 Signatories 132 THIS AGREEMENT is dated 22 August 2006 and made BETWEEN: (1) SMITHFIELD FOODS, INC. , incorporated in Virginia, USA (the Company); (2) SMITHFIELD CAPITAL EUROPE BV, incorporated in The Netherlands (the Borrower); (3) THE SUBSIDIARIES of the Company listed in Part 1 of Schedule _____________ Smithfield Foods, Inc. – of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) in the case of the Company: Address: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 U.S.A. Fax number: + 1 757-365-3025 (Dan Stevens) and + 1 757-365-3073 (Carey Dubois) Attention: Dan Stevens and Carey _____________ Smithfield Foods, Inc. – any proceedings before the English courts in connection with any Finance Document; and (ii) each Obligor not incorporated or having a place of business in New York State irrevocably appoints Smithfield Foods, Inc. of 499 Park Avenue, 5th Floor, New York, New York 10022, (FAO: Richard Poulson) as its agent for service of process in relation to any proceedings before any court _____________ Smithfield Foods, Inc. – date stated at the beginning of this Agreement. 101 SCHEDULE 1 THE ORIGINAL PARTIES PART 1 THE GUARANTORS Name of Guarantor Jurisdiction of Incorporation Registration number (or equivalent, if any) Smithfield Foods, Inc. Virginia, U.S.A. 0488419 Smithfield Romania SRL Romania J35/2260/2004 R14842327 Smithfield Procesare SRL Romania J35/1122/2001 R14228239 Prima Farms Sp. z o.o. Poland KRS _____________ SMITHFIELD FOODS, INC. – Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ]. [Societe Generale] By: 113 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE To: [SOCIETE GENERALE] as Agent From: SMITHFIELD FOODS, INC. Dated: Dear Sirs SMITHFIELD CAPITAL EUROPE BV euro 300,000,000 Facility Agreement dated [ ] 2006 (the Agreement) 1. We refer to the Agreement. This is a Compliance Certificate. Terms _____________ dt 1474596 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Facility Agreement: SMITHFIELD FOODS, INC. – 11. Subsidiary Guarantors under the US Facility 125 12. Form of Confidentiality Undertaking 126 13. Timetables 130 Signatories 132 THIS AGREEMENT is dated 22 August 2006 and made BETWEEN: (1) SMITHFIELD FOODS, INC. , incorporated in Virginia, USA (the Company); (2) SMITHFIELD CAPITAL EUROPE BV, incorporated in The Netherlands (the Borrower); (3) THE SUBSIDIARIES of the Company listed in Part 1 of Schedule _____________ Smithfield Foods, Inc. – of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) in the case of the Company: Address: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 U.S.A. Fax number: + 1 757-365-3025 (Dan Stevens) and + 1 757-365-3073 (Carey Dubois) Attention: Dan Stevens and Carey _____________ Smithfield Foods, Inc. – any proceedings before the English courts in connection with any Finance Document; and (ii) each Obligor not incorporated or having a place of business in New York State irrevocably appoints Smithfield Foods, Inc. of 499 Park Avenue, 5th Floor, New York, New York 10022, (FAO: Richard Poulson) as its agent for service of process in relation to any proceedings before any court _____________ Smithfield Foods, Inc. – date stated at the beginning of this Agreement. 101 SCHEDULE 1 THE ORIGINAL PARTIES PART 1 THE GUARANTORS Name of Guarantor Jurisdiction of Incorporation Registration number (or equivalent, if any) Smithfield Foods, Inc. Virginia, U.S.A. 0488419 Smithfield Romania SRL Romania J35/2260/2004 R14842327 Smithfield Procesare SRL Romania J35/1122/2001 R14228239 Prima Farms Sp. z o.o. Poland KRS _____________ SMITHFIELD FOODS, INC. – Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ]. [Societe Generale] By: 113 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE To: [SOCIETE GENERALE] as Agent From: SMITHFIELD FOODS, INC. Dated: Dear Sirs SMITHFIELD CAPITAL EUROPE BV euro 300,000,000 Facility Agreement dated [ ] 2006 (the Agreement) 1. We refer to the Agreement. This is a Compliance Certificate. Terms _____________ dt 1563590 ; CCR-B Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. As referenced in this Facility Agreement: Cooperatieve Centrale Raiffeisen-Boerenleenbank – J35/1122/2001 R14228239 Prima Farms Sp. z o.o. Poland KRS 109157 102 PART 2 THE ORIGINAL LENDERS Name of Original Lender Commitment euro BNP Paribas 25,000,000 Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. Rabobank International, New York Branch 25,000,000 ING Bank N.V. Dublin Branch 25,000,000 Lloyds TSB Bank Plc, The Netherlands 25,000,000 Bank Polska _____________ COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – GENERALE CORPORATE & INVESTMENT BANKING, the corporate and investment banking division of SOCIETE GENERALE By: /s/ Laurence Lemesle Director The Lenders BNP PARIBAS By: /s/ Mark Pegrum /s/ Simon Orchard COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. RABOBANK INTERNATIONAL, NEW YORK BRANCH By: /s/ Mark Pegrum /s/ Simon Orchard (both by Power of Attorney) ING BANK N.V. DUBLIN BRANCH By: /s/ Aidan Neill _____________ dt 1582437 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Facility Agreement: McGraw-Hill Companies, Inc – pentru accelerarea reformei economice, Titlul VI Regimul juridic al garantiilor reale mobiliare, as further amended and completed. S&P means Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc . or any successor to its credit rating business. S&P Rating means the issuer credit rating of the Company as determined by S&P. Screen Rate means: ( _____________ dt 1521320 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Facility Agreement: JPMorgan Chase Bank, – Group or any member of the Polish Group using the proceeds of the Facility. Intercreditor Agreement means an intercreditor agreement between the Company (on behalf of itself and its Subsidiaries), JPMorgan Chase Bank, N.A. as administrative agent under the US Facility and the purchasers or holders of Indebtedness issued under the Senior Note Documents. Interest Period means, in relation to a _____________ JPMorgan Chase Bank, – territories, possessions and other areas subject to the jurisdiction of the United States of America. US Facility means the revolving credit agreement between, amongst others, the Company as borrower and JPMorgan Chase Bank, N.A. as administrative agent dated 19 August 2005 (as amended, restated, supplemented or otherwise modified from time to time). US Facility Release Date means the first date on _____________ dt 1596850 ; More...
$99	Preview Subscribers	2001	Multi-Year Credit Agreement Multi-Year Credit Agreement (346K) Doc #917167: Click preview link for longer preview. MULTI-YEAR CREDIT AGREEMENT dated as of December 6, 2001 among SMITHFIELD FOODS, INC., THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Administrative Agent _________________________ JPMORGAN SECURITIES INC., . . . 917167	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Multi-Year Credit Agreement: SMITHFIELD FOODS, INC. – EX-4.2A 3 dex42a.txt MULTI-YEAR CREDIT AGREEMENT EXHIBIT 4.2(a) ================================================================================ MULTI-YEAR CREDIT AGREEMENT dated as of December 6, 2001 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Administrative Agent _________________________ JPMORGAN SECURITIES INC., as Arranger CREDIT AGRICOLE INDOSUEZ, as Documentation Agent COOPERATIEVE _____________ SMITHFIELD FOODS, INC. – to the Obligors Exhibit E - Form of Opinion of Special Counsel Exhibit F - Form of Intercreditor Agreement (iv) MULTI-YEAR CREDIT AGREEMENT dated as of December 6, 2001, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries -------- of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (a) if to the Borrower, to it at Smithfield Foods, Inc. at 200 Commerce Street, Smithfield, VA 23430, Attention: Mr. Dan Stevens (Telecopy No. 757-365-3025) and Orville Lunking (Telecopy No. 757-365- 3025); (b) if to any Subsidiary _____________ SMITHFIELD FOODS, INC. – PAGE> Page ---- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. SMITHFIELD FOODS, INC. By:/s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President SUBSIDIARY GUARANTORS --------------------- CODDLE ROASTED MEATS, INC. BROWN'S OF CAROLINA LLC GWALTNEY OF SMITHFIELD, LTD. CARROLL'S _____________ dt 1474589 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Multi-Year Credit Agreement: SMITHFIELD FOODS, INC. – EX-4.2A 3 dex42a.txt MULTI-YEAR CREDIT AGREEMENT EXHIBIT 4.2(a) ================================================================================ MULTI-YEAR CREDIT AGREEMENT dated as of December 6, 2001 among SMITHFIELD FOODS, INC. , THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Administrative Agent _________________________ JPMORGAN SECURITIES INC., as Arranger CREDIT AGRICOLE INDOSUEZ, as Documentation Agent COOPERATIEVE _____________ SMITHFIELD FOODS, INC. – to the Obligors Exhibit E - Form of Opinion of Special Counsel Exhibit F - Form of Intercreditor Agreement (iv) MULTI-YEAR CREDIT AGREEMENT dated as of December 6, 2001, among SMITHFIELD FOODS, INC. , a Virginia corporation (the "Borrower"), each of the Subsidiaries -------- of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto or that, pursuant to Section 5. _____________ Smithfield Foods, Inc. – and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (a) if to the Borrower, to it at Smithfield Foods, Inc. at 200 Commerce Street, Smithfield, VA 23430, Attention: Mr. Dan Stevens (Telecopy No. 757-365-3025) and Orville Lunking (Telecopy No. 757-365- 3025); (b) if to any Subsidiary _____________ SMITHFIELD FOODS, INC. – PAGE> Page ---- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. SMITHFIELD FOODS, INC. By:/s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President SUBSIDIARY GUARANTORS --------------------- CODDLE ROASTED MEATS, INC. BROWN'S OF CAROLINA LLC GWALTNEY OF SMITHFIELD, LTD. CARROLL'S _____________ dt 1335056 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Multi-Year Credit Agreement: ABN AMRO BANK N.V. – s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President By:/s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President (lxxxix) Page ---- LENDERS ------- JPMORGAN CHASE BANK, ABN AMRO BANK N.V. individually and as Administrative Agent By /s/ Gary L. Spevack By /s/ John W. Deegan ----------------------------------- -------------------------------- Name: Gary L. Spevack Name: John W. Deegan Title: Vice President Title: Group Vice _____________ dt 1470982 ;	CCR-B Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. As referenced in this Multi-Year Credit Agreement: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – Sied Name: Randy T. Pope Title: Central Region Manager Title: Assistant Vice President By /s/ Timothy J. Devane ----------------------------------- Name: Timothy J. Devane Title: Vice President (xc) Page ---- CIBC INC. COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", By /s/ George Knight NEW YORK BRANCH --------------------------------- Name: George Knight Title: Managing Director CIBC World Markets Corp As Agent By /s/ Shane Bounds -------------------------------- Name: Shane _____________ dt 1398103 ; ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Multi-Year Credit Agreement: ABN AMRO BANK N.V. – s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President By:/s/ Daniel G. Stevens --------------------- Name: Daniel G. Stevens Title: Vice President (lxxxix) Page ---- LENDERS ------- JPMORGAN CHASE BANK, ABN AMRO BANK N.V. individually and as Administrative Agent By /s/ Gary L. Spevack By /s/ John W. Deegan ----------------------------------- -------------------------------- Name: Gary L. Spevack Name: John W. Deegan Title: Vice President Title: Group Vice _____________ dt 1470982 ; More...