SWIFT FOODS COMPANY AND S&C HOLDCO 3, INC.Note Purchase Agreement • March 14th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
AMENDMENT NO. 4 TO SWIFT & COMPANY'S CREDIT AGREEMENTS&c Holdco 3 Inc • March 14th, 2005 • Sausages & other prepared meat products • New York
INDENTURES&c Holdco 3 Inc • March 14th, 2005 • Sausages & other prepared meat products • New York
EXHIBIT 4.4 Swift Foods Company 10.25% Convertible Senior Subordinated Notes due 2010 REGISTRATION RIGHTS AGREEMENTS&c Holdco 3 Inc • March 14th, 2005 • Sausages & other prepared meat products • New York
RECITALS:Indemnification Agreement • December 30th, 2004 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
INDENTUREMonitoring and Oversight Agreement • March 14th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
EXHIBIT 4.3 S&C HOLDCO 3, INC. 11% SENIOR NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENTS&c Holdco 3 Inc • March 14th, 2005 • Sausages & other prepared meat products • New York
AMONG SWIFT & COMPANY S&C AUSTRALIA HOLDCO PTY. LTD. (ACN: 101 767 851) AUSTRALIA MEAT HOLDINGS PTY. LIMITED (ACN: 011 062 338) AS BORROWERS S&C HOLDCO 3, INC. AS HOLDINGS ANDCredit Agreement • June 1st, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
RECITALSStock Purchase Agreement • March 14th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of May, 2005, by and between Swift Foods Company, a Delaware corporation (including any successors thereto, the “Company”), and Edward Herring (“Indemnitee”).
FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 17th, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE CONSULTING TERMINATION DATE, SUBJECT TO THE LIMITATIONS SET FORTH IN THE FOLLOWING SENTENCE. THIS RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIMS AGAINST ANY OF THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, RETALIATION, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT, CIVIL OR HUMAN RIGHTS, OR DISCRIMINATION IN EMPLOYMENT (BASED ON AGE OR ANY OTHER FACTOR) IN ALL CASES ARISING OUT OF OR RELATING TO (I) EXECUTIVE’S EMPLOYMENT BY
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 1st, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Colorado
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 30th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into as of May 25, 2007, by and among Swift Foods Company, a Delaware corporation (the “Company”), Swift & Company, a Delaware corporation (“S&C”), and Sam Rovit (the “Executive”).
HM CAPITAL PARTNERS LLC AND J&F PARTICIPAÇÕES S.A., OF BRAZIL, SIGN DEFINITIVE AGREEMENT UNDER WHICH J&F WILL ACQUIRE SWIFT & COMPANY — Strategic Combination of Swift and J&F Will Create the World’s Number-One Beef Processor — — Another Successful...S&c Holdco 3 Inc • May 30th, 2007 • Sausages & other prepared meat products
DALLAS, Texas, SAO PAULO, Brazil, and GREELEY, Colorado, May 29, 2007—HM Capital Partners LLC, a leading, Dallas-based private equity firm, J&F Participações S.A. (“J&F”), which owns 77 percent of Brazil’s JBS S.A. (Bovespa: JBSS3), Latin America’s largest beef processor, and Swift & Company (“Swift”), the world’s third-largest processor of fresh beef and pork products, today announced that HM Capital and J&F have signed a definitive agreement under which J&F will acquire Swift in an all-cash transaction representing an enterprise value of approximately $1.4 billion.
SECONDMENT AGREEMENTSecondment Agreement • January 3rd, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Colorado
This agreement is entered into to be effective as of the Effective Date (as defined in Section 9 below) between Swift & Company, a company organized under the laws of Delaware, United States (“Swift”), and Australia Meat Holdings Pty. Limited, a company organized under the laws of Australia (“AMH”), and Matthew D. Wineinger (“Wineinger”), hereinafter referred as “the Parties”.
ContractExecutive Employment Agreement • April 27th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 5, 2004, by and among SFC Inc. (formerly known as Swift Foods Company), a Delaware corporation (the “Company”), Swift Foods Company (formerly known as Rawhide Subsidiary 1 Inc.), a Delaware corporation (“New SFC”), and Dennis Henley (“Henley”).
ContractAffirmation of Obligations • June 1st, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
This Affirmation of Obligations, dated as of May 26, 2005 (this “Affirmation”), is entered into among Swift & Company (the “Company”), S&C Australia Holdco Pty. Ltd. (“Australian Holdings”), Australia Meat Holdings Pty. Limited (the “Australian Company,” and together with Australian Holdings, the “Australian Borrowers,“and the Australian Borrowers collectively with the Company, the “Borrowers”), the entities listed on the signature pages hereto as guarantors (collectively, with the Borrowers, the “Guarantors”), Citicorp USA, Inc. (“Citicorp”), as Administrative Agent (in such capacity, the “Administrative Agent”), Australian Agent, and Collateral Agent, JPMorgan Chase Bank, N.A (“JPM”), as Syndication Agent and Citisecurities Limited (“Citisecurities”), as Australian Collateral Trustee for the Lenders and the Issuers party to the Credit Agreement referred to below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement refe
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of May 26, 2006 by and among Swift Beef Company, a Delaware corporation (“Seller”), XL Four Star Beef Inc., a Delaware corporation (“XL Operations”), XL Four Star Beef Holdings (Nebraska) Inc., a Delaware corporation (“XL Nebraska”), XL Four Star Beef Holdings (Idaho) Inc., a Delaware corporation (“XL Idaho” and, together with XL Operations and XL Nebraska, collectively, “Buyers”) and XL Foods Inc., a Canadian corporation (“Assignor”), amends that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of April 12, 2006, by and between Seller and Assignor. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
ContractExecutive Employment Agreement • April 27th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 3, 2004, by and among SFC Inc. (formerly known as Swift Foods Company), a Delaware corporation (the “Company”), Swift Foods Company (formerly known as Rawhide Subsidiary 1 Inc.), a Delaware corporation (“New SFC”), and Danny Herron (“Herron”).
CITY OF CACTUS, TEXAS SEWER SYSTEM REVENUE IMPROVEMENT AND REFUNDING BONDS TAXABLE SERIES 2007 INSTALLMENT BOND PURCHASE AGREEMENT May 15, 2007Installment Bond Purchase Agreement • May 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Texas
The undersigned, Swift Beef Company (the “Purchaser”), acting on its own behalf and not acting as a fiduciary or agent for you, offers to enter into this Installment Bond Purchase Agreement (the “Agreement”) with the City of Cactus, Texas (the “Issuer”), for the purchase by the Purchaser and sale by the Issuer of the Bonds specified below. This offer is made subject to the Issuer’s written acceptance on or before 11:00 p.m., Cactus, Texas time, on the date first written above, and upon such acceptance this Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Purchaser.
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 22nd, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 19, 2006, by and among Swift Foods Company, a Delaware corporation (the “Company”), and Dennis Henley (“Executive”).
ASSET PURCHASE AGREEMENT by and between XL FOODS INC. (as Buyer) and SWIFT BEEF COMPANY (as Seller) Dated as of April 12, 2006Asset Purchase Agreement • April 14th, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2006, by and between Swift Beef Company, a Delaware corporation (“Seller”), and XL Foods Inc., a Canadian corporation (“Buyer”).
SWIFT & COMPANY AS ISSUER AND THE GUARANTORS NAMED HEREIN AS GUARANTORS AND THE BANK OF NEW YORK TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company of Florida, N.A.) AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE DATED AS OF JUNE 20,...Indenture • June 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 20, 2007, by and among Swift & Company, a Delaware corporation (the “Company”), the entities identified as Guarantors on the signature pages hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A. (formerly known as The Bank of New York Trust Company of Florida, N.A.), as trustee (the “Trustee”).
S&C HOLDCO 3, INC. AS ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 21, 2007 TO INDENTURE DATED AS OF MARCH 11, 2005First Supplemental Indenture • June 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 21, 2007, by and between S&C Holdco 3, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).
SWIFT & COMPANY AS ISSUER AND THE GUARANTORS NAMED HEREIN AS GUARANTORS AND THE BANK OF NEW YORK TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company of Florida, N.A.) AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE DATED AS OF JUNE 20,...Fourth Supplemental Indenture • June 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 20, 2007, by and among Swift & Company, a Delaware corporation (the “Company”), the entities identified as Guarantors on the signature pages hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A. (formerly known as The Bank of New York Trust Company of Florida, N.A.), as trustee (the “Trustee”).
WATER & WASTEWATER SERVICES AGREEMENTWastewater Services Agreement • May 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products
THIS AGREEMENT, executed by and between the CITY OF CACTUS, TEXAS, a municipal corporation organized and operating under the constitution and laws of the State of Texas, hereinafter called “City,” and SWIFT BEEF COMPANY, a corporation organized and existing under the law of the State of Delaware, hereinafter called “Company:”
ContractExecutive Employment Agreement • April 27th, 2005 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 3, 2004, by and among SFC Inc. (formerly known as Swift Foods Company), a Delaware corporation (the “Company”), Swift Foods Company (formerly known as Rawhide Subsidiary 1 Inc.), a Delaware corporation (“New SFC”), and John Simons (“Simons”).
SWIFT FOODS COMPANY AS ISSUER AND S&C HOLDCO 3, INC. AS GUARANTOR AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 21, 2007 TO INDENTURE DATED AS OF MARCH 11, 2005First Supplemental Indenture • June 25th, 2007 • S&c Holdco 3 Inc • Sausages & other prepared meat products • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 21, 2007, by and among Swift Foods Company, a Delaware corporation (the “Company”), S&C Holdco 3, Inc., a Delaware corporation and wholly-owned indirect subsidiary of the Company (the “Guarantor), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 7th, 2006 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Colorado
This Separation Agreement and Release (“Agreement”) is made and entered into by and between Swift & Company, a Delaware corporation (“Company”), and Marshall Ernst (“Executive”) and, solely for the purposes of Sections 3(c) and 4, Swift Foods Company, a Delaware Corporation (“Swift”).
AMENDMENT TO BY-PRODUCTS MARKETING AGREEMENTBy-Products Marketing Agreement • August 27th, 2004 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Delaware
AMENDMENT TO BY-PRODUCTS MARKETING AGREEMENT (“Amendment”), dated May 27, 2004, by and among CONAGRA TRADE GROUP, INC. (“CTG”) and SWIFT& COMPANY (“Swift”).
AMENDMENT TO BY-PRODUCTS MARKETING AGREEMENTBy-Products Marketing Agreement • August 27th, 2004 • S&c Holdco 3 Inc • Sausages & other prepared meat products • Queensland
AMENDMENT TO BY-PRODUCTS MARKETING AGREEMENT (“Amendment”), dated July 6, 2004, by and among CONAGRA TRADE GROUP PTY LTD, CONAGRA TRADE GROUP, INC. and AUSTRALIA MEAT HOLDINGS PTY LIMITED.
