Premium Standard Farms, Inc. Sample Contracts

Issuer
Indenture • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
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DATED AS OF
Stock Purchase Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • Delaware
WITNESSETH:
Employment Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Missouri
EXHIBIT 1.1 12,500,000 SHARES PREMIUM STANDARD FARMS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
RECITAL
Credit Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • Colorado
RECITALS
Registration Rights Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
EXHIBIT D
Consulting Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated June 4, 2001
Registration Rights Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
RECITALS
Warrant Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
FACE OF NOTE]
Senior Note Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants
WITNESSETH:
Employment Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Missouri
AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2006 among SMITHFIELD FOODS, INC., KC2 MERGER SUB, INC. and PREMIUM STANDARD FARMS, INC.
Merger Agreement • September 20th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 17, 2006, among SMITHFIELD FOODS, INC., a Virginia corporation (“Parent”), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (the “Company”).

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 21st, 2005 • PSF Group Holdings Inc • Meat packing plants

This First Amendment (this “Amendment”) is dated as of April 20, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature page hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 9th, 2005 • Premium Standard Farms, Inc. • Meat packing plants

This Second Amendment (this “Amendment”) is dated as of May 4, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. B

GUARANTY (Corporate)
Guaranty • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • Colorado
PREMIUM STANDARD FARMS, INC., Issuer PSF GROUP HOLDINGS, INC., PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., LUNDY INTERNATIONAL, INC., and LPC TRANSPORT, INC., Guarantors and WILMINGTON TRUST COMPANY, Trustee _________________ Second Supplemental...
Second Supplemental Indenture • April 25th, 2005 • PSF Group Holdings Inc • Meat packing plants • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 21, 2005 among Premium Standard Farms, Inc., a Delaware corporation (the “Company”), PSF Group Holdings, Inc., a Delaware corporation, Premium Standard Farms of North Carolina, Inc., a Delaware corporation, Lundy International, Inc., a North Carolina corporation, and LPC Transport, Inc., a Delaware corporation (the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).

SEPARATION AGREEMENT
Separation Agreement • July 11th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Missouri

This Separation Agreement (hereinafter “Agreement”) is made, entered into and executed by and between Robert W. Manly, IV (hereinafter “Executive”) and Premium Standard Farms, Inc., its past or present parents, subsidiaries, affiliated entities, officers, directors, partners, principals, shareholders, agents, employees, contractors, attorneys, representatives or assignees (hereinafter the “Company”).

VOTING AGREEMENT BY AND AMONG SMITHFIELD FOODS, INC., CONTIGROUP COMPANIES, INC. AND (SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF) PREMIUM STANDARD FARMS, INC. DATED AS OF SEPTEMBER 17, 2006
Voting Agreement • September 20th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware

VOTING AGREEMENT, dated as of September 17, 2006 (this “Agreement”), by and among Smithfield Foods, Inc., a Virginia corporation (“Parent”), ContiGroup Companies, Inc., a Delaware corporation (“Stockholder”), and, solely for the purposes of Section 5.2 hereof, Premium Standard Farms, Inc., a Delaware corporation (the “Company”).

PREMIUM STANDARD FARMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 7th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of is made by and between Premium Standard Farms, Inc., a Delaware corporation (the “Company”), and , an of the Company (the “Optionee”).

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG PREMIUM STANDARD FARMS, INC. LUNDY INTERNATIONAL, INC. and LPC TRANSPORT, INC. AND AND THE LENDERS FROM TIME TO TIME PARTIES HERETO DATED AS OF JUNE 24, 2005
Loan and Security Agreement • June 29th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Colorado

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the “Agreement”) is made as of June 24, 2005, by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of Premium (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), in its capacity as Agent for the Lenders and for the Issuer (in such capacity, the “A

6,000,000] Shares PREMIUM STANDARD FARMS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • May 9th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • New York
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 9th, 2005 • Premium Standard Farms, Inc. • Meat packing plants

This Third Amendment (this “Amendment”) is dated as of May 5, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Ba

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG PREMIUM STANDARD FARMS, INC. PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC. LUNDY INTERNATIONAL, INC. and LPC TRANSPORT, INC. AND AND THE LENDERS FROM TIME TO TIME PARTIES HERETO DATED AS OF APRIL...
Loan and Security Agreement • June 1st, 2004 • PSF Group Holdings Inc • Meat packing plants • Colorado

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the “Agreement”) is made as of April 9, 2004, by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a nat

PREMIUM STANDARD FARMS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 7th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of ___ (the “Grant Date”), is made by and between Premium Standard Farms, Inc., a Delaware corporation (the “Company”), and ___, an ___ of the Company (the “Participant”).

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