Exhibit 7
EXECUTION COPY
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SMITHFIELD FOODS, INC.
AND
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
RIGHTS AGENT
AMENDMENT NO. 2
DATED AS OF NOVEMBER 15, 1999
TO
RIGHTS AGREEMENT
AS AMENDED
DATED AS OF MAY 1, 1998
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AMENDMENT, dated as of November 15, 1999, between Smithfield Foods,
Inc., a Virginia corporation (the "Company"), and ▇▇▇▇▇▇ Trust and Savings Bank,
an Illinois corporation (the "Rights Agent"), to the Rights Agreement referred
to below.
RECITALS
The Company and the Rights Agent have heretofore executed and delivered
a certain Rights Agreement, as amended, dated as of May 1, 1998, and provided
for the appointment of ▇▇▇▇▇▇ Trust and Savings Bank as Rights Agent thereunder,
for the issuance of Rights thereunder and for certain related matters pursuant
to resolutions adopted by the Board of Directors of the Company (as so amended,
herein called the "Rights Agreement").
Furthermore, on October 28, 1999 the Board of Directors of the Company
authorized and directed that the Rights Agreement be amended as set forth below,
and the Company desires to amend and supplement the Rights Agreement as set
forth below.
Each of the Company and ▇▇▇▇▇▇ Trust and Savings Bank, at the direction
of the Company, have duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement of
the Company and the Rights Agent in accordance with its terms have been done.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Rights Agreement.
Accordingly, in consideration of the premises and mutual agreements
herein set forth, the parties hereto hereby agree as follows:
Section 1. General Amendment.
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The Rights Agreement is supplemented and amended as follows: there is
added to Section 1(a) one additional sentence, to be inserted immediately after
the current second sentence of such Section, being the following additional
sentence:
Notwithstanding the foregoing, none of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"▇▇▇▇▇▇ Selling Shareholders"), who on November 15, 1999 are the
Beneficial Owners collectively of 998,000 Common Shares of the Company,
shall become, individually or together with one another, an "Acquiring
Person" as the result of his, her and their acquisitions of Common
Shares from the Company pursuant to the terms of the Acquisition
Agreement and Plan of Reorganization, dated as of November 15, 1999,
between the Company and the ▇▇▇▇▇▇ Selling Shareholders (as the same
may be amended from time to time, the "▇▇▇▇▇▇ Acquisition Agreement");
provided, however, that if any of the ▇▇▇▇▇▇ Selling Shareholders
shall become the Beneficial Owner of any additional Common Shares of
the Company, other than pursuant to the Acquisition Agreement, such
Person or Persons shall be deemed to be an "Acquiring Person."
Section 2. Miscellaneous.
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Except as expressly supplemented or amended as set forth in this
Amendment, the Rights Agreement is hereby ratified and confirmed, and all the
terms, provisions and conditions thereof shall be and continue in full force and
effect. The Rights Agreement and this Amendment shall be read, taken and
construed as one and the same instrument and shall be binding upon all the
holders of Rights, Common Shares and/or Preferred Shares.
Section 3. Governing Law.
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This Amendment shall be deemed to be a contract made under the laws of
the Commonwealth of Virginia and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth.
Section 4. Counterparts.
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This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of November 15, 1999.
Attest: SMITHFIELD FOODS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ C. ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: C. ▇▇▇▇▇ ▇▇▇▇
Title: Associate General Counsel and Title: Vice President and Chief
Secretary Financial Officer
Attest: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
As Rights Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Trust Officer Title: Vice President
