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$46	Preview Subscribers	2007	Bylaws Bylaws (52K) Doc #2888612: Click preview link for longer preview. BYLAWS OF SMITHFIELD FOODS, INC. As Amended and Restated on August 27, 1998 and as Further Amended on September 2, 1999, on January 20, 2000, on May 30, 2001 and on May 4, 2007 TABLE OF CONTENTS PAGE ARTICLE I SHAREHOLDERS SECTION 1.1 ANNUAL MEETINGS 1 SECTION 1.2 SPECIAL MEETINGS 2 SECTION 1.3 NOTICE OF MEETINGS . . . 2888612	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bylaws: SMITHFIELD FOODS, INC. – Amendment to the Bylaws effective May 7, 2007 EX-3.1 2 dex31.htm AMENDMENT TO THE BYLAWS EFFECTIVE MAY 7, 2007 Exhibit 3.1 BYLAWS OF SMITHFIELD FOODS, INC. As Amended and Restated on August 27, 1998 and as Further Amended on September 2, 1999, on January 20, 2000, on May 30, 2001 and on May 4, 2007 _____________ dt 1761307 ;	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Bylaws: SMITHFIELD FOODS, INC. – Amendment to the Bylaws effective May 7, 2007 EX-3.1 2 dex31.htm AMENDMENT TO THE BYLAWS EFFECTIVE MAY 7, 2007 Exhibit 3.1 BYLAWS OF SMITHFIELD FOODS, INC. As Amended and Restated on August 27, 1998 and as Further Amended on September 2, 1999, on January 20, 2000, on May 30, 2001 and on May 4, 2007 _____________ dt 1810005
$36	Preview Subscribers	2001	Exchange and Registration Rights Agreement Exchange and Registration Rights Agreement (71K) Doc #917185: Click preview link for longer preview. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation (the "Company"), proposes to issue and sell to J.P. Morgan . . . 917185	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Exchange and Registration Rights Agreement: SMITHFIELD FOODS, INC. – EX-4.3C 5 dex43c.txt EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.3(c) EXECUTION COPY SMITHFIELD FOODS, INC. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan _____________ Smithfield Foods, Inc. – 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc. , a Virginia corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc. (("JPMSI") and Goldman, Sachs & Co. ("GS", and together with JPMSI, the "Initial Purchasers"), _____________ SMITHFIELD FOODS, INC. – be hereafter declared invalid, illegal, void or unenforceable. 19 Please confirm that the foregoing correctly sets forth the agreement among the Company and the Initial Purchasers. Very truly yours, SMITHFIELD FOODS, INC. By /s/ C. Larry Pope ----------------- Name: C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC. By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, _____________ dt 1474590 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Exchange and Registration Rights Agreement: SMITHFIELD FOODS, INC. – EX-4.3C 5 dex43c.txt EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.3(c) EXECUTION COPY SMITHFIELD FOODS, INC. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan _____________ Smithfield Foods, Inc. – 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc. , a Virginia corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc. (("JPMSI") and Goldman, Sachs & Co. ("GS", and together with JPMSI, the "Initial Purchasers"), _____________ SMITHFIELD FOODS, INC. – be hereafter declared invalid, illegal, void or unenforceable. 19 Please confirm that the foregoing correctly sets forth the agreement among the Company and the Initial Purchasers. Very truly yours, SMITHFIELD FOODS, INC. By /s/ C. Larry Pope ----------------- Name: C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC. By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, _____________ dt 1335057 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Exchange and Registration Rights Agreement: Goldman, Sachs & Co. – EXHIBIT 4.3(c) EXECUTION COPY SMITHFIELD FOODS, INC. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation (the "Company"), proposes _____________ Goldman, Sachs & Co. – floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc. (("JPMSI") and Goldman, Sachs & Co. ("GS", and together with JPMSI, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated October 17, 2001 (the "Purchase Agreement"), $ _____________ GOLDMAN, SACHS & CO. – FOODS, INC. By /s/ C. Larry Pope ----------------- Name: C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC. By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, SACHS & CO. By /s/ Goldman, Sachs & Co. ------------------------- (Goldman, Sachs & Co.) ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must _____________ Goldman, Sachs & Co. – Larry Pope ----------------- Name: C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC. By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, SACHS & CO. By /s/ Goldman, Sachs & Co. ------------------------- (Goldman, Sachs & Co.) ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver _____________ (Goldman, Sachs & Co. – C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC. By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, SACHS & CO. By /s/ Goldman, Sachs & Co. ------------------------- (Goldman, Sachs & Co. ) ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in _____________ dt 1489115 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Exchange and Registration Rights Agreement: J.P. Morgan Securities, Inc – REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.3(c) EXECUTION COPY SMITHFIELD FOODS, INC. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc . Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation ( _____________ J.P. Morgan Securities, Inc – COPY SMITHFIELD FOODS, INC. $300,000,000 8% Senior Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ October 23, 2001 J.P. Morgan Securities, Inc. Goldman, Sachs & Co. c/o J.P. Morgan Securities, Inc . 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation (the "Company"), proposes to issue and sell to J.P. _____________ J.P. Morgan Securities Inc – Morgan Securities, Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Smithfield Foods, Inc., a Virginia corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc . (("JPMSI") and Goldman, Sachs & Co. ("GS", and together with JPMSI, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated October _____________ J.P. MORGAN SECURITIES INC – among the Company and the Initial Purchasers. Very truly yours, SMITHFIELD FOODS, INC. By /s/ C. Larry Pope ----------------- Name: C. LARRY POPE Title: Vice President and Chief Financial Officer Accepted: J.P. MORGAN SECURITIES INC . By /s/ Gerry Murray ---------------- Authorized Signatory GOLDMAN, SACHS & CO. By /s/ Goldman, Sachs & Co. ------------------------- (Goldman, Sachs & Co.) ANNEX A Each broker-dealer that receives Exchange Securities for its _____________ dt 1492877
$51	Preview Subscribers	2004	Registration Rights Agreement Registration Rights Agreement (56K) Doc #916874: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 19, 2004 (the “Agreement”) is entered into by Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”). The Company and the Initial Purchaser are parties to the Purchase Agreement dated November 15, 2004 (the “Purchase Agreement”), which provides for the sale by the Company to the . . . 916874	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 19, 2004 (the “Agreement”) is entered into by Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”). The Company and the Initial Purchaser are _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC. By: James _____________ dt 1474578 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 19, 2004 (the “Agreement”) is entered into by Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”). The Company and the Initial Purchaser are _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC. By: James _____________ dt 1335045 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Registration Rights Agreement: J.P. Morgan Securities Inc – REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 19, 2004 (the “Agreement”) is entered into by Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc . (“JPMorgan” or the “Initial Purchaser”). The Company and the Initial Purchaser are parties to the Purchase Agreement dated November 15, 2004 (the “Purchase Agreement&# _____________ J.P. MORGAN SECURITIES INC – the date first written above. SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC . By: James McHale Authorized Signatory 19 _____________ dt 1492873
$44	Preview Subscribers	2004	Registration Rights Agreement Registration Rights Agreement (57K) Doc #916905: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated August 4, 2004 (the “Agreement”) is entered into by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP Paribas Securities Corp., Harris Nesbit Corp. and Wachovia Capital Markets, LLC (the “Initial Purchasers”). The Company and the . . . 916905	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated August 4, 2004 (the “Agreement”) is entered into by and among Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President, Secretary and Deputy General Counsel Confirmed and accepted as of the date first above written: J.P. _____________ dt 1474579 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated August 4, 2004 (the “Agreement”) is entered into by and among Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President, Secretary and Deputy General Counsel Confirmed and accepted as of the date first above written: J.P. _____________ dt 1335046 ; BNP Paribas BNP Paribas Securities Corp. ( Financial ) As referenced in this Registration Rights Agreement: BNP Paribas Securities Corp. – Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP Paribas Securities Corp. , Harris Nesbit Corp. and Wachovia Capital Markets, LLC (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase Agreement dated July 28, 2004 ( _____________ dt 1348158 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Registration Rights Agreement: J.P. Morgan Securities Inc – AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated August 4, 2004 (the “Agreement”) is entered into by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc . (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP Paribas Securities Corp., Harris Nesbit Corp. and Wachovia Capital Markets, LLC (the “ _____________ J.P. MORGAN SECURITIES INC – SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole Name: Michael H. Cole Title: Vice President, Secretary and Deputy General Counsel Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC . For itself and on behalf of the several Initial Purchasers By: /s/ Gerald J. Murray Authorized Signatory 19 _____________ dt 1492875 ; Suntrust Capital Suntrust Capital Markets, Inc. ( Financial ) As referenced in this Registration Rights Agreement: SunTrust Capital Markets Inc – by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc ., BNP Paribas Securities Corp., Harris Nesbit Corp. and Wachovia Capital Markets, LLC (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase Agreement _____________ dt 1381184 ; Wachovia Capital Wachovia Capital Markets, LLC ( Financial ) As referenced in this Registration Rights Agreement: Wachovia Capital Markets, LLC – 148;), and J.P. Morgan Securities Inc. (“JPMorgan”), Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BNP Paribas Securities Corp., Harris Nesbit Corp. and Wachovia Capital Markets, LLC (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase Agreement dated July 28, 2004 (the “Purchase Agreement”), which provides for _____________ dt 1485431
$43	Preview Subscribers	2003	Registration Rights Agreement Registration Rights Agreement (56K) Doc #917035: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement EXHIBIT 4.11(b) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated May 21, 2003 (the “Agreement”) is entered into by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp. (the “Initial Purchasers”). The Company and the Initial Purchasers . . . 917035	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.11(b) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated May 21, 2003 (the “Agreement”) is entered into by and among Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ DANIEL G. STEVENS Name: Daniel G. Stevens Title: VP and CFO Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC. For _____________ dt 1474582 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement EXHIBIT 4.11(b) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated May 21, 2003 (the “Agreement”) is entered into by and among Smithfield Foods, Inc. , a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., _____________ SMITHFIELD FOODS, INC. – comes as close as possible to that of the invalid, void or unenforceable provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SMITHFIELD FOODS, INC. By: /s/ DANIEL G. STEVENS Name: Daniel G. Stevens Title: VP and CFO Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC. For _____________ dt 1335049 ; BNP Paribas BNP Paribas Securities Corp. ( Financial ) As referenced in this Registration Rights Agreement: BNP Paribas Securities Corp. – 147;Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp. (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase Agreement dated May 14, 2003 (the “Purchase Agreement”), which provides for _____________ dt 1348159 ;	ING Financial ING Financial Markets LLC ( Financial ) As referenced in this Registration Rights Agreement: ING Financial Markets LLC – Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp. (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase Agreement dated May 14, 2003 (the “Purchase _____________ dt 1502506 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Registration Rights Agreement: J.P. Morgan Securities Inc – AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated May 21, 2003 (the “Agreement”) is entered into by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc ., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc., BMO Nesbit Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp. (the “Initial Purchasers&# _____________ J.P. Morgan Securities Inc – alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company in writing through J.P. Morgan Securities Inc . or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, _____________ J.P. Morgan Securities Inc – are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities Inc ., (y) for any Holder, its affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all _____________ J.P. MORGAN SECURITIES INC – date first written above. SMITHFIELD FOODS, INC. By: /s/ DANIEL G. STEVENS Name: Daniel G. Stevens Title: VP and CFO Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC . For itself and on behalf of the several Initial Purchasers By: /s/ GERALD J. MURRAY Authorized Signatory 18 _____________ dt 1492876 ; Suntrust Capital Suntrust Capital Markets, Inc. ( Financial ) As referenced in this Registration Rights Agreement: SunTrust Capital Markets Inc – is entered into by and among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co, Rabo Securities USA, Inc., SunTrust Capital Markets Inc ., BMO Nesbit Burns Corp., ING Financial Markets LLC and BNP Paribas Securities Corp. (the “Initial Purchasers”). The Company and the Initial Purchasers are parties to the Purchase _____________ dt 1381185
$48	Preview Subscribers	2002	Registration Rights Agreement Registration Rights Agreement (46K) Doc #917145: Click preview link for longer preview. Prepared by R.R. Donnelley Financial -- Exhibit 10.3A EXHIBIT 10.3(a) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into this 24th day of October 2001, by and among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), and the shareholders listed on the signature pages hereto (each individually a “Shareholder,” or collectively the “Shareholders”). Recitals WHEREAS, the Company and the Shareholders are parties to an Agreement and Plan of Merger . . . 917145	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: SMITHFIELD FOODS, INC. – 3A EXHIBIT 10.3(a) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into this 24th day of October 2001, by and among SMITHFIELD FOODS, INC. , a Virginia corporation (the “Company”), and the shareholders listed on the signature pages hereto (each individually a “Shareholder,” or collectively the “Shareholders”). Recitals _____________ Smithfield Foods, Inc. – notices and other communications provided for hereunder shall be in writing and shall be sent by first class mail, telex, telecopier or hand delivery, (a) if to the Company, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Secretary Tel: (757) 365-3017 Fax No.: (757) 365-3004 with a copy to: McGuireWoods LLP One James Center 901 East Cary _____________ SMITHFIELD FOODS, INC. – to the other parties. [signature pages follow] -15- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. COMPANY: SMITHFIELD FOODS, INC. By: /S/ C. LARRY POPE Name: C. Larry Pope Title Chief Financial Officer SHAREHOLDERS: JOHN HANCOCK LIFE INSURANCE COMPANY By: /S/ SCOTT A. MCFETRIDGE Name: Scott A. McFetridge Title _____________ dt 1474588 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: SMITHFIELD FOODS, INC. – 3A EXHIBIT 10.3(a) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into this 24th day of October 2001, by and among SMITHFIELD FOODS, INC. , a Virginia corporation (the “Company”), and the shareholders listed on the signature pages hereto (each individually a “Shareholder,” or collectively the “Shareholders”). Recitals _____________ Smithfield Foods, Inc. – notices and other communications provided for hereunder shall be in writing and shall be sent by first class mail, telex, telecopier or hand delivery, (a) if to the Company, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Secretary Tel: (757) 365-3017 Fax No.: (757) 365-3004 with a copy to: McGuireWoods LLP One James Center 901 East Cary _____________ SMITHFIELD FOODS, INC. – to the other parties. [signature pages follow] -15- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. COMPANY: SMITHFIELD FOODS, INC. By: /S/ C. LARRY POPE Name: C. Larry Pope Title Chief Financial Officer SHAREHOLDERS: JOHN HANCOCK LIFE INSURANCE COMPANY By: /S/ SCOTT A. MCFETRIDGE Name: Scott A. McFetridge Title _____________ dt 1335055 ;	McDermott Will McDermott, Will & Emery ( Legal ) As referenced in this Registration Rights Agreement: McDermott, Will – Jr. Tel: (804) 775-4306 Fax No.: (804) 698-2023 (b) If to any Holders, to their respective addresses set forth on Schedule 2 attached hereto with a copy to: McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60606 Attention: Michael R. Fayhee, P.C. and John P. Tamisiea Fax No.: (312) 984-7700 All such notices and communications _____________ dt 1436069 ; McGuireWoods McGuireWoods ( Legal ) As referenced in this Registration Rights Agreement: McGuireWoods – a) if to the Company, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Secretary Tel: (757) 365-3017 Fax No.: (757) 365-3004 with a copy to: McGuireWoods LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Attention: Robert L. Burrus, Jr. Tel: (804) 775-4306 Fax No.: (804) 698-2023 (b) If to any _____________ dt 1532202
$46	Preview Subscribers	2001	Registration Rights Agreement Registration Rights Agreement (45K) Doc #1682193: Click preview link for longer preview. <DESCRIPTION>EXHIBIT 10.11 <TEXT> REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 27th day of June, 2001, by and between Pinnacle Foods, Inc., a Pennsylvania corporation (the "Company"), and Smithfield Foods, Inc., a Virginia corporation ("Smithfield"). Recitals The Company and Smithfield have entered into . . . 1682193	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 27th day of June, 2001, by and between Pinnacle Foods, Inc., a Pennsylvania corporation (the "Company"), and Smithfield Foods, Inc. , a Virginia corporation ("Smithfield"). Recitals The Company and Smithfield have entered into that certain Stock Purchase Agreement dated as of May 31, 2001 (the "Stock Purchase Agreement") whereby the _____________ SMITHFIELD FOODS, INC. – the undersigned have caused this Agreement to be duly executed by their authorized officers as of the day and year first above written. PINNACLE FOODS, INC. By ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Address: SMITHFIELD FOODS, INC. By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Address: 14 </TEXT> </DOCUMENT> _____________ dt 1474594 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 27th day of June, 2001, by and between Pinnacle Foods, Inc., a Pennsylvania corporation (the "Company"), and Smithfield Foods, Inc. , a Virginia corporation ("Smithfield"). Recitals The Company and Smithfield have entered into that certain Stock Purchase Agreement dated as of May 31, 2001 (the "Stock Purchase Agreement") whereby the _____________ SMITHFIELD FOODS, INC. – the undersigned have caused this Agreement to be duly executed by their authorized officers as of the day and year first above written. PINNACLE FOODS, INC. By ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Address: SMITHFIELD FOODS, INC. By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Address: 14 </TEXT> </DOCUMENT> _____________ dt 1335061 ;	Pennexx Foods Pennexx Foods Inc
$45	Preview Subscribers	2007	Registration Rights Agreement Registration Rights Agreement (60K) Doc #2888613: Click preview link for longer preview. Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC., and CONTIGROUP COMPANIES, INC. Dated: May 7, 2007 TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 (a) Certain Definitions 1 (b) Interpretation 4 2. General; Securities Subject to this Agreement . . . 2888613	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC., and CONTIGROUP COMPANIES, INC. _____________ SMITHFIELD FOODS, INC. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC., and CONTIGROUP COMPANIES, INC. Dated: May 7, 2007 TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 ( _____________ SMITHFIELD FOODS, INC. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC. , and CONTIGROUP COMPANIES, INC. Dated: May 7, 2007 TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 (a) Certain Definitions 1 (b) Interpretation 4 2. General; Securities Subject to _____________ Smithfield Foods, Inc. – m) Entire Agreement 18 Page (n) Further Assurances 18 (o) Other Agreements 19 (p) Counterparts 19 ii REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated May 7, 2007 (this ?Agreement?), among Smithfield Foods, Inc. , a Virginia corporation (the ?Company?) and ContiGroup Companies, Inc., a Delaware corporation (?Stockholder?). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such _____________ Smithfield Foods, Inc. – made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopy, electronic transmission, courier service or personal delivery: (i) if to the Company: Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Telecopy: (757) 365-3025 Attention: C. Larry Pope with a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY _____________ dt 1761308 ;	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: Smithfield Foods, Inc. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC., and CONTIGROUP COMPANIES, INC. _____________ SMITHFIELD FOODS, INC. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC., and CONTIGROUP COMPANIES, INC. Dated: May 7, 2007 TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 ( _____________ SMITHFIELD FOODS, INC. – Registration Rights Agreement among Smithfield Foods, Inc. EX-4.1 3 dex41.htm REGISTRATION RIGHTS AGREEMENT AMONG SMITHFIELD FOODS, INC. Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT among SMITHFIELD FOODS, INC. , and CONTIGROUP COMPANIES, INC. Dated: May 7, 2007 TABLE OF CONTENTS Page 1. Definitions and Interpretation 1 (a) Certain Definitions 1 (b) Interpretation 4 2. General; Securities Subject to _____________ Smithfield Foods, Inc. – m) Entire Agreement 18 Page (n) Further Assurances 18 (o) Other Agreements 19 (p) Counterparts 19 ii REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated May 7, 2007 (this ?Agreement?), among Smithfield Foods, Inc. , a Virginia corporation (the ?Company?) and ContiGroup Companies, Inc., a Delaware corporation (?Stockholder?). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such _____________ Smithfield Foods, Inc. – made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopy, electronic transmission, courier service or personal delivery: (i) if to the Company: Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Telecopy: (757) 365-3025 Attention: C. Larry Pope with a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY _____________ dt 1810006
$53	Preview Subscribers	2006	Stockholders Agreement Stockholders Agreement (147K) Doc #2344390: Click preview link for longer preview. STOCKHOLDERS AGREEMENT among BACARRETO, S.L., SFDS GLOBAL HOLDINGS BV OCM LUXEMBOURG EPOF MEATS HOLDINGS SARL and OCM LUXEMBOURG OPPS MEATS HOLDINGS SARL Dated: August 7, 2006 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. RESTRICTIONS ON TRANSFER OF SHARES 7 2.1 Limitation on Transfer 7 2.2 Permitted Transfers . . . 2344390	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stockholders Agreement: Smithfield Foods, Inc. – SARL, a socit responsibilit limite organized under the laws of Luxembourg (OPPS and collectively with EPOF, OCM). WHEREAS, Tarvaln, S.L. (Tarvaln), a wholly owned subsidiary of the Company, and Smithfield Foods, Inc. have entered into that certain Agreement (the Purchase Agreement), dated June 26, 2006, with Sara Lee Corporation (SLE), providing for the purchase by the Company of SLEs and its _____________ Smithfield Foods, Inc. – any time, transfer all or a portion of its Shares to an Affiliate of such Stockholder (or in the case of Smithfield, any direct or indirect majority-owned subsidiary of Smithfield Foods, Inc. ; provided, that no equity in any such subsidiary shall be owned by any financial sponsor or similar Person) (a Permitted Transferee). A Permitted Transferee of Shares pursuant to this _____________ Smithfield Foods, Inc. – with a copy to: Cuatrecasas C/ Velazquez, 63-28001 Madrid, Spain Telecopy: 011 34 915 247 154 Attention: Pere Kirchner (b) if to Smithfield: SFDS Global Holdings BV c/o Smithfield Foods, Inc. 499 Park Avenue 6th Floor New York, New York 10022 Telecopy: (212) 758-8421 Attention: Richard J. M. Poulson, Executive Vice President, Senior Advisor to the Chairman and General _____________ Smithfield Foods, Inc. – Telecopy: (212) 758-8421 Attention: Richard J. M. Poulson, Executive Vice President, Senior Advisor to the Chairman and General Counsel with a copy to: SFDS Global Holdings BV c/o Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia Telecopy: (757) 365-1821 Attention: Michael H. Cole, Vice President, Secretary and Deputy General Counsel and to Hunton & Williams LLP Riverfront Plaza, East _____________ Smithfield Foods, Inc. – or the Tarvalns advisors arising from any due diligence report addressed to Tarvaln which was prepared in connection with the Purchase Agreement, dated June 26, 2006 by and among Tarvaln, Smithfield Foods, Inc. and Sara Lee Corporation, solely through Tarvaln or the Company on behalf of the Tarvaln or the Company. 15.8 Headings. The headings in this Agreement are for convenience _____________ dt 1615696 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stockholders Agreement: Smithfield Foods, Inc. – SARL, a socit responsibilit limite organized under the laws of Luxembourg (OPPS and collectively with EPOF, OCM). WHEREAS, Tarvaln, S.L. (Tarvaln), a wholly owned subsidiary of the Company, and Smithfield Foods, Inc. have entered into that certain Agreement (the Purchase Agreement), dated June 26, 2006, with Sara Lee Corporation (SLE), providing for the purchase by the Company of SLEs and its _____________ Smithfield Foods, Inc. – any time, transfer all or a portion of its Shares to an Affiliate of such Stockholder (or in the case of Smithfield, any direct or indirect majority-owned subsidiary of Smithfield Foods, Inc. ; provided, that no equity in any such subsidiary shall be owned by any financial sponsor or similar Person) (a Permitted Transferee). A Permitted Transferee of Shares pursuant to this _____________ Smithfield Foods, Inc. – with a copy to: Cuatrecasas C/ Velazquez, 63-28001 Madrid, Spain Telecopy: 011 34 915 247 154 Attention: Pere Kirchner (b) if to Smithfield: SFDS Global Holdings BV c/o Smithfield Foods, Inc. 499 Park Avenue 6th Floor New York, New York 10022 Telecopy: (212) 758-8421 Attention: Richard J. M. Poulson, Executive Vice President, Senior Advisor to the Chairman and General _____________ Smithfield Foods, Inc. – Telecopy: (212) 758-8421 Attention: Richard J. M. Poulson, Executive Vice President, Senior Advisor to the Chairman and General Counsel with a copy to: SFDS Global Holdings BV c/o Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia Telecopy: (757) 365-1821 Attention: Michael H. Cole, Vice President, Secretary and Deputy General Counsel and to Hunton & Williams LLP Riverfront Plaza, East _____________ Smithfield Foods, Inc. – or the Tarvalns advisors arising from any due diligence report addressed to Tarvaln which was prepared in connection with the Purchase Agreement, dated June 26, 2006 by and among Tarvaln, Smithfield Foods, Inc. and Sara Lee Corporation, solely through Tarvaln or the Company on behalf of the Tarvaln or the Company. 15.8 Headings. The headings in this Agreement are for convenience _____________ dt 1641520 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Stockholders Agreement: Skadden, Arps – EPOF: OCM Luxembourg EPOF Meats Holdings SARL 67 Boulevard Grand-Duchesse Charlotte L-1331 Luxembourg Telecopy: 00 352 264 582 94 Attention: Justin Bickle Szymon Dec with a copy to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telecopy: 212-735-2000 Attention: Eileen T. Nugent (d) if to OPPS: OCM Luxembourg OPPS Meats _____________ Skadden, Arps – OPPS: OCM Luxembourg OPPS Meats Holdings SARL 67 Boulevard Grand-Duchesse Charlotte L-1331 Luxembourg Telecopy: 00 352 264 582 94 Attention: Pedro Urquidi Chris Boehringer with a copy to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telecopy: 212-735-2000 Attention: Eileen T. Nugent (e) if to any other Stockholder, at its _____________ dt 1668328
$48	Preview Subscribers	2006	Voting Agreement Voting Agreement (50K) Doc #2515732: Click preview link for longer preview. VOTING AGREEMENT BY AND AMONG SMITHFIELD FOODS, INC., CONTIGROUP COMPANIES, INC. AND (SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF) PREMIUM STANDARD FARMS, INC. DATED AS OF SEPTEMBER 17, 2006 TABLE OF CONTENTS Page ARTICLE I General 1 1.1. Defined Terms 1 ARTICLE II VOTING 3 2.1. . . . 2515732