This Third Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of that certain Second Amended and Restated Intercreditor Agreement, dated as of April 2, 2015 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent for the ABL Secured Parties referred to therein, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the terms of the Credit and Security Agreement referred to therein, Smithfield Receivables Funding, LLC, Smithfield Foods, Inc. and the other Grantors (as defined below).
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or otherwise modified from time to time, this "Security Agreement") is entered into as of April 2, 2015 by and among Smithfield Foods, Inc., a Virginia corporation (the "Company"), and the other Persons listed on the signature pages hereof (each, including the Company, a "Grantor", and collectively, the "Grantors") and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, in its capacity as administrative agent (the "Administrative Agent") for the Secured Parties.
Certain of the Grantors, certain of the other subsidiaries of the Company and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of June 9, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement"). To secure the obligations of the Company under the Existing Credit Agreement, certain of the Grantors and certain of the other subsidiaries of the Company executed that certain Second Amended and Restated Security Agreement dated as of June 9, 2011 with the Administrative Agent (as amended, supplemented or otherwise modified prior to the date hereof, the "Prior Security Agreement").
Since the execution of the Prior Security Agreement, Farmland Foods, Inc. has merged with and into The Smithfield Packing Company, Incorporated and The Smithfield Packing Company, Incorporated is the successor in interest by merger to such party. As a result, Farmland Foods, Inc. is no longer party to the Existing Credit Agreement or the Prior Security Agreement.
Prior to the date hereof, The Smithfield Packing Company, Incorporated has changed its name to Smithfield Farmland Corp. and Premium Standard Farms, LLC has changed its name to Murphy-Brown of Missouri LLC.
Prior to the date hereof, Smithfield Farmland Sales Corp. has been joined as a subsidiary guarantor under the Existing Credit Agreement and a "grantor" under the Prior Security Agreement.
Contemporaneously with the execution hereof, the Grantors are entering into that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Credit Agreement") with the Administrative Agent and the lenders party thereto which, among other things, amends and restates the Existing Credit Agreement in full.
As required by the terms of the Credit Agreement, the parties hereto wish to amend and restate the Prior Security Agreement in its entirety as herein set forth (but not extinguish the security interests created thereby which are continued under the terms hereof).
ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:
1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.
1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in the Preliminary Statement, the following terms shall have the following meanings:
"Accounts" has the meaning set forth in Article 9 of the UCC.
"Additional Grantor" has the meaning set forth in Section 8.16.
"Aircraft Collateral" means all airplanes and other aircraft requiring registration with the United States Federal Aviation Administration, any successor agency or any similar state agency.
"Article" means a numbered article of this Security Agreement, unless another document is specifically referenced.
"Chattel Paper" has the meaning set forth in Article 9 of the UCC.
"Collateral" has the meaning set forth in Article II.
"Collateral Deposit Account" has the meaning set forth in Section 7.1(a).
"Collateral Report" means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.
"Commercial Tort Claims" shall have the meaning set forth in Article 9 of the UCC.
"Control" has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
"Controlled Deposit Account" means a Deposit Account that is subject to a Deposit Account Control Agreement, including any Collateral Deposit Account.
"Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.
"Deposit Account Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Loan Party, a banking institution holding such Loan Party's funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution.
"Deposit Accounts" has the meaning set forth in Article 9 of the UCC.
"Documents" has the meaning set forth in Article 9 of the UCC.