Amendment No. 1 to Multi-Year Credit Agreement among Smithfield Foods, Inc., Subsidiary Guarantors, Lenders, and JPMorgan Chase Bank

 

 

 

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”).

 

The Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to a Multi-Year Credit Agreement dated as of December 6, 2001 (as heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the Borrower in an aggregate principal or face amount not exceeding $750,000,000.

 

The Borrower wishes to amend the Credit Agreement in certain respects. Accordingly, the parties hereto hereby agree as follows:

 

Section 1.  Definitions.    Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

 

Section 2.  Amendments.    Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof the Credit Agreement shall be amended as follows:

 

2.01.    References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

 

2.02.    Letters of Credit. Clause (i) of the last sentence of Section 2.05 (b)(i) of the Credit Agreement shall be amended to read in its entirety as follows:

 

“(i)  the Dollar LC Exposure shall not exceed $100,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment,”

 

Section 3.  Representations and Warranties.    The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 1.

 

Section 4.  Condition Precedent.    The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the execution and delivery of counterparts of this Amendment No. 1 by the Obligors and the Required Lenders.

 

Section 5.  Miscellaneous.    Except as provided herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first written above.

 

SMITHFIELD FOODS, INC.
By:		/s/    DANIEL G. STEVENS
		Daniel G. Stevens Vice President

 

 

CODDLE ROASTED MEATS, INC. 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. NORTH SIDE FOODS CORP. PACKERLAND PROCESSING COMPANY, INC. PACKERLAND HOLDINGS, INC. PATRICK CUDAHY INCORPORATED PREMIUM PORK, INC. QUIK-TO-FIX FOODS, INC. STADLER’S COUNTRY HAMS, INC. SUN LAND BEEF COMPANY SUNNYLAND, INC. THE SMITHFIELD COMPANIES, INC. THE SMITHFIELD PACKING COMPANY, INCORPORATED		BROWN’S OF CAROLINA LLC CARROLL’S FOODS LLC CARROLL’S FOODS OF VIRGINIA LLC CENTRAL PLAINS FARMS LLC CIRCLE FOUR LLC MURPHY FARMS LLC QUARTER M FARMS LLC, each a Delaware limited liability company
		By:		MURPHY-BROWN LLC, a Delaware limited liability company, as a sole member of each
				By:		JOHN MORRELL & CO., a Delaware corporation, as its sole member
						/s/    DANIEL G. STEVENS           Daniel G. Stevens Vice President

 

By:		/s/    DANIEL G. STEVENS
		Daniel G. Stevens Vice President

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MURPHY-BROWN LLC,     a Delaware limited liability company						GREAT LAKES CATTLE CREDIT COMPANY, LLC,     a Delaware limited liability company,
By:		JOHN MORRELL & CO.,     a Delaware corporation,     as its sole member				By:		PACKERLAND HOLDINGS, INC.,     a Delaware corporation,     as its sole member
		/s/    DANIEL G. STEVENS						/s/    DANIEL G. STEVENS
		Daniel G. Stevens Vice President						Daniel G. Stevens Vice President

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JPMORGAN CHASE BANK,     individually and as Administrative Agent						ABN AMRO BANK N.V.
By:		/s/    GARY L. SPEVACK				By:		/s/    HEIDI-ANNE SANDQUIST
		Gary L. Spevack Vice President						Heidi-Anne Sandquist Vice President
						By:		/s/    RICHARD SCHRAGE
								Richard Schrage Vice President
BANK OF AMERICA, N.A.						BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:		/s/    WILLIAM F. SWEENEY				By:		/s/    SPENCER HUGHES
		William F. Sweeney Managing Director						Spencer Hughes Vice President

BNP PARIBAS						CAPE FEAR FARM CREDIT, ACA
By:		/s/    TIMOTHY J. DEVANE				By:		/s/    RANDY T. POPE
		Timothy J. Devane Vice President						Randy T. Pope Assistant Vice President
By:		/s/    PETER LABRIE
		Peter Labrie Vice President

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CIBC INC.						COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
By:		/s/    DOMINIC SORRESSO				By:		/s/    ROBERT M. MANDULA
		Dominic Sorresso Executive Director						Robert M. Mandula Executive Director
						By:		/s/    W. PLETAR C. KODDE
								W. Pletar C. Kodde Managing Director

CREDIT AGRICOLE INDOSUEZ						THE DAI-ICHI KANGYO BANK, LTD.
By:						By:
Name:						Name:
Title:						Title:
By:
Name:
Title:
DRESDNER BANK LATEINAMERIKA AG, MIAMI AGENCY						FARM CREDIT BANK OF WICHITA
By:		/s/    SERGIO GABUBEFF				By:		/s/    TRAVIS W. BELL
		Sergio Gabubeff Vice President						Travis W. Bell Vice President
By:		/s/    MARIA FERNANDEZ DECASTRO
		Maria Fernandez deCastro OTF Office

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FARM CREDIT SERVICES OF AMERICA, PCA						FARM CREDIT SERVICES OF MID-AMERICA, PCA
By:		/s/    TIMOTHY HEALY				By:		/s/    GREGORY A. BEACHY
		Timothy Healy Vice President						Gregory A. Beachy Vice President-Risk Management
AGSTAR FINANCIAL SERVICES PCA  d/b/a FCS Commercial Finance Group						WACHOVIA BANK, N.A. successor to FIRST UNION NATIONAL BANK
By:		/s/    JAMES M. GRAFING				By:		/s/    SARAH T. WARREN
		James M. Grafing Senior Vice President-Syndicated Finance						Sarah T. Warren Vice President
GENERAL ELECTRIC CAPITAL CORPORATION						HARRIS TRUST & SAVINGS BANK
By		/s/				By:		/s/    JOHN R. CARLEY
		Name: Title:						John R. Carley Vice President
ING (U.S.) CAPITAL LLC						SUMITOMO MITSUI BANKING CORPORATION
By:		/s/    WILLIAM B. REDMOND				By:		/s/    ROBERT H. RILEY, III
		William B. Redmond Director						Robert H. Riley, III Senior Vice President

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SUNTRUST BANK						U.S. BANCORP AG CREDIT, INC.
By:		/s/    JAMES V. KENWOOD				By:		/s/    KATHI HATCH
		James V. Kenwood Vice President						Kathi Hatch Assistant Vice President

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