0000916641-02-001135 Sample Contracts

STOCK PLEDGE AGREEMENT dated as of April 15, 2002 by Richard V. Vesta in favor of SMITHFIELD FOODS, INC.
Stock Pledge Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

THIS STOCK PLEDGE AGREEMENT (as amended, supplemented or modified from time to time, this “Pledge Agreement”) is dated as of April 15, 2002 and is by Richard V. Vesta (the “Borrower”) in favor of SMITHFIELD FOODS, INC., a Virginia corporation (the “Lender”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

SMITHFIELD FOODS, INC., a Virginia corporation (together with its successors and assigns, the “Company”), hereby agrees with you as follows:

AMENDMENT NO. 1
Smithfield Foods Inc • July 29th, 2002 • Meat packing plants

AMENDMENT NO. 1 dated as of June 6, 2002 among SMITHFIELD FOODS, INC., a corporation duly organized and validly existing under the laws of the State of Virginia (the “Borrower”); each of the Subsidiaries of the Borrower identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); each of the lenders signatory hereto (each individually, a “Lender” and, collectively, the “Lenders”); and JPMORGAN CHASE BANK in its capacity as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Delaware

This Shareholders 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 stockholders listed on the signature pages hereto (each individually a “Shareholder,” or collectively the “Shareholders”).

JOINT AND SEVERAL GUARANTY
Joint and Several Guaranty • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

THIS JOINT AND SEVERAL GUARANTY, dated as of March 1, 2002 (as amended or restated from time to time, this “Guaranty”), by each of Brown’s of Carolina LLC, Brown’s Farms LLC, Carroll’s Foods LLC, Carroll’s Foods of Virginia LLC, Carroll’s Realty, Inc., Carroll’s Realty Partnership, Central Plains Farms LLC, Circle Four LLC, Coddle Roasted Meats, Inc., Great Lakes Cattle Credit Company, LLC, Gwaltney of Smithfield, Ltd., Hancock’s Old Fashioned Country Ham, Inc., Iowa Quality Meats, Ltd., John Morrell & Co., Lykes Meat Group, Inc., Moyer Packing Company, Murco Foods, Inc., Murphy-Brown LLC, Murphy Farms LLC, North Side Foods Corp., Packerland Holdings, Inc., Packerland Processing Company, Inc., Patrick Cudahy Incorporated, Premium Pork, Inc., Quarter M. Farms LLC, Quik-To-Fix Foods, Inc., SFFC, Inc., Smithfield-Carroll’s Farms, Smithfield Packing Real Estate, LLC, Stadler’s Country Hams, Inc., Sun Land Beef Company, Sunnyland, Inc., The Smithfield Companies, Inc. and The Smithfield Pack

JOINDER AGREEMENT
Joinder Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

Reference is made to the Joint and Several Guaranty, dated as of June 2, 2000 (as amended, restated or otherwise modified from time to time, the “Guaranty Agreement”), by each of the Guarantors (individually, a “Guarantor” and collectively, the “Guarantors”) a party thereto, in favor of each of the holders, from time to time, of certain Senior Secured Notes of Smithfield Foods, Inc., as more particularly described on Annex 1 attached hereto. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Guaranty Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Delaware

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”).

JOINDER AGREEMENT
Joinder Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

Reference is made to the Joint and Several Guaranty, dated as of March 1, 2002 (as amended, restated or otherwise modified from time to time, the “Guaranty Agreement”), by each of the Guarantors (individually, a “Guarantor” and collectively, the “Guarantors”) a party thereto, in favor of each of the holders, from time to time, of certain Senior Secured Notes of Smithfield Foods, Inc., as more particularly described on Annex 1 attached hereto. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Guaranty Agreement.

JOINDER AGREEMENT
Joinder Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

Reference is made to the Joint and Several Guaranty, dated as of October 27, 1999 (as amended, restated or otherwise modified from time to time, the “Guaranty Agreement”), by each of the Guarantors (individually, a “Guarantor” and collectively, the “Guarantors”) a party thereto, in favor of each of the holders, from time to time, of certain Senior Secured Notes of Smithfield Foods, Inc., as more particularly described on Annex 1 attached hereto. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Guaranty Agreement.

JOINDER AGREEMENT
Joinder Agreement • July 29th, 2002 • Smithfield Foods Inc • Meat packing plants • Virginia

Reference is made to the Joint and Several Guaranty, dated as of July 15, 1996 (as amended, restated or otherwise modified from time to time, the “Guaranty Agreement”), by each of the Guarantors (individually, a “Guarantor” and collectively, the “Guarantors”) a party thereto, in favor of each of the holders, from time to time, of certain Senior Secured Notes of Smithfield Foods, Inc., as more particularly described on Annex 1 attached hereto. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Guaranty Agreement.

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