Exhibit 2.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, modified or otherwise supplemented, the "Agreement"), dated as of February 25, 1998, is made and entered into by and among WLR FOODS, INC., CASSCO ICE & COLD STORAGE, INC.,...Security Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
Exhibit 2.8 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of February 25, 1998, is made by WLR FOODS, INC., a corporation organized under the laws of the Commonwealth of Virginia (the "Pledgor"), in favor of FIRST UNION...Pledge Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
GUARANTY AGREEMENTGuaranty Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
ARTICLE 1 DEFINITIONSWarrantholders Rights Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
TERM LOAN NOTE (First Union National Bank)WLR Foods Inc • May 12th, 1998 • Poultry slaughtering and processing
FOR VALUE RECEIVED, the undersigned, WLR Foods, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("WLR"), Cassco Ice & Cold Storage, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("Cassco"), Wampler Foods, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("Wampler"), Wampler Supply Company, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("Wampler Supply"), and Valley Rail Service, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("Valley," and, together with WLR, Cassco, Wampler and Wampler Supply, the "Borrower"), hereby promise to pay to the order of First Union National Bank (the "Bank"), the principal sum of THIRTY-EIGHT MILLION FIVE HUNDRED THOUSAND Dollars ($38,500,000), in the installments and the place and times and in the manner provided in the Term Loan Agreement dated as of February 25, 1998, (together with all amendments and modifi
by and amongTerm Loan Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
Exhibit 2.9 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of February 25, 1998, is made by WAMPLER FOODS, INC., a corporation organized under the laws of the Commonwealth of Virginia (the "Pledgor"), in favor of FIRST UNION...Pledge Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
Exhibit 2.1 REVOLVING CREDIT AGREEMENT dated as of February 25, 1998,Revolving Credit Agreement • May 12th, 1998 • WLR Foods Inc • Poultry slaughtering and processing • New York
WLR FOODS, INC.WLR Foods Inc • May 12th, 1998 • Poultry slaughtering and processing • New York
Exhibit 2.2 REVOLVING CREDIT NOTE (First Union National Bank-Tranche II) $21,352,941 February 25, 1998 FOR VALUE RECEIVED, the undersigned, WLR Foods, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("WLR"), Cassco Ice &...WLR Foods Inc • May 12th, 1998 • Poultry slaughtering and processing
This Note is a Revolving Credit Note referred to in, and is entitled to the benefits of, the Revolving Credit Agreement dated as of February 25, 1998 (as amended, restated or otherwise modified, the "Revolving Credit Agreement") by and among the Borrower, the Lenders (including the Bank) which are or may become parties thereto (the "Lenders"), and First Union National Bank, as Agent. The Revolving Credit Agreement contains, among other things, provisions for the time, place and manner of payment of this Note, the determination of the interest rate borne by and fees payable in respect of this Note, acceleration of the payment of this Note upon the happening of certain stated events and the mandatory repayment of this Note under certain circumstances. The terms of the Revolving Credit Agreement are incorporated herein by reference.
EXHIBIT 2(a) FORM OF SENIOR NOTE WLR FOODS, INC. VARIABLE RATE SENIOR NOTE DUE DECEMBER 31, 1999WLR Foods Inc • May 12th, 1998 • Poultry slaughtering and processing
FOR VALUE RECEIVED, the undersigned, WLR FOODS, INC. (herein called the "Company"), a corporation organized and existing under the laws of the Commonwealth of Virginia, hereby promises to pay to _____________________, or registered assigns, the principal sum of ___________ DOLLARS ($__________) on December 31, 1999 unless extended pursuant to Section 8.1(e) of the Note Purchase Agreement (defined below), with interest (computed on the basis of a 365/366 day year and paid for the actual number of days elapsed) on the unpaid balance from the date hereof at an annual rate equal to the Base Rate as provided in the Note Purchase Agreement plus two and twenty-five one-hundredths percent (2.25%), payable in arrears on the last Business Day of each calendar quarter, commencing on the later of March 31, 1998 or the last Business Day of the calendar quarter in which this Note is issued, until the principal hereof shall have become due and payable, and to the extent permitted by law on any overdu
