Joinder Agreement - Smithfield Foods Inc. and Murphy Farms Inc.
JOINDER AGREEMENT
June 9, 2000
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 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 (a) $100,000,000 in aggregate principal amount of
the 7.89% Series I Senior Secured Notes due October 1, 2009 of Smithfield Foods,
Inc., a Virginia corporation (the "Company"), (b) $50,000,000 in aggregate
principal amount of the Company's Variable Rate Series J Senior Secured Notes
due October 1, 2009, (c) $50,000,000 in aggregate principal amount of the
Company's 8.44% Series K Senior Secured Notes due October 1, 2009, and (d)
$25,000,000 in aggregate principal amount of the Company's LIBOR Rate Series L
Senior Secured Notes due October 1, 2009. 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 the Company (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
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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.
4. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, INTERNAL VIRGINIA LAW, EXCLUDING CHOICE-OF-LAW
PROVISIONS OF SUCH JURISDICTION THAT WOULD REQUIRE THE APPLICATION OF THE LAWS
OF A JURISDICTION OTHER THAN SUCH JURISDICTION.
[Remainder of page intentionally blank. Next page is signature page.]
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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.
MURPHY FARMS, INC.
By:
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Name:
Title:
SMITHFIELD PACKING REAL ESTATE, LLC,
By: The Smithfield Packing Company, Incorporated,
its manager and sole member
By:
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Name:
Title:
[Signature Page to Joinder Agreement]