JOINDER AGREEMENT

 

 

April 29, 2002

 

To each of the Noteholders (as defined

in the Joint and Several Guaranty

hereinafter referred to)

 

Ladies and Gentlemen:

 

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.

 

Each of the undersigned subsidiaries of Smithfield Foods, Inc. (each a “New Guarantor”, and, collectively, the “New Guarantors”), agrees with you as follows:

 

1.    Guaranty.    Each New Guarantor hereby unconditionally and expressly agrees to become, by execution and delivery of this Joinder Agreement does become, and assumes each and every one of the obligations of, a “Guarantor” under and as defined in the Guaranty Agreement. In addition, each New Guarantor makes, as of the date hereof, each and every representation and warranty of a Guarantor set forth or incorporated in the Guaranty Agreement. Without limitation of the foregoing or of anything in the Guaranty Agreement, by such execution and delivery hereof each New Guarantor does become fully liable, as a Guarantor, for the payment of the Guarantied Obligations as further provided in Section 2 of the Guaranty Agreement. The Guaranty Agreement is hereby amended, without any further action, to add each New Guarantor as a Guarantor thereunder as if each New Guarantor had been an original party to the Guaranty Agreement.

 

2.    Further Assurances.    Each New Guarantor agrees to cooperate with the Noteholders and execute such further instruments and documents as the Required Holders shall reasonably request to effect, to the reasonable satisfaction of the Required Holders, the purposes of this Joinder Agreement.

 

3.    Binding Effect.    This Agreement shall be binding upon each New Guarantor and shall inure to the benefit of the Noteholders and their respective successors and assigns.

 

 

2

 

IN WITNESS WHEREOF, each of the New Guarantors has caused this Joinder Agreement to be executed on its behalf by one of its duly authorized officers.

 

a North Carolina general partnership

 

 

By:

Brown’s of Carolina LLC, a Delaware limited liability company, its sole member and manager

 

 

By:		/s/    Michael H. Cole
Name:		Michael H. Cole
Title:		Secretary

 

 

By:		/s/    Michael H. Cole
Name:		Michael H. Cole
Title:		Secretary

3

a North Carolina general partnership

 

 

 

By:		/s/    Michael H. Cole
Name:		Michael H. Cole
Title:		Secretary

 

 

By:		/s/    Michael H. Cole
Name:		Michael H. Cole
Title:		Secretary

2

 

 

A.    $25,000,000 in aggregate principal amount of its Reset Rate Series O 5/10 Year Senior Secured Notes (the “Series O Notes”); and

 

B.    $30,000,000 in aggregate principal amount of its Adjustable Rate Series P 5/10 Year Senior Secured Notes (the “Series P Notes”).