Exhibit 10.1.7Note Agreement • August 16th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • New York
Exhibit 10.2.4Credit Agreement • August 16th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan)Credit Agreement • May 17th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • Colorado
CHANGE IN CONTROL AGREEMENT BETWEEN WILLIAM T. ANDERSEN AND GOLD KIST, INC.Change in Control Agreement • May 5th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • Delaware
AGREEMENT by and between Gold Kist, Inc., a Delaware corporation (the “Company”) and WILLIAM T. ANDERSEN (“Executive”), dated as of the 29th day of April, 2005.
STOCKHOLDER PROTECTION RIGHTS AGREEMENT BETWEEN GOLD KIST HOLDINGS INC. AND SUNTRUST BANK, AS RIGHTS AGENT July 9, 2004Stockholder Protection Rights Agreement • July 14th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • Delaware
THIS STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of July 9, 2004, between Gold Kist Holdings Inc., a Delaware corporation (the “Corporation”), and SunTrust Bank, as rights agent (the “Rights Agent,” which term shall include any successor rights agent hereunder).
EMPLOYMENT AGREEMENT BETWEEN JOHN BEKKERS AND GOLD KIST, INC.Employment Agreement • January 28th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 24th day of January, 2005 by and between Gold Kist, Inc., a Georgia corporation (the “Company”), and John Bekkers (“Executive”), to be effective as of the Effective Date, as defined in Section 1.
GOLD KIST HOLDINGS INC. (a Delaware corporation) 12,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 13th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • New York
AGREEMENT AND PLAN OF MERGER among PILGRIM’S PRIDE CORPORATION, PROTEIN ACQUISITION CORPORATION and GOLD KIST INC. Dated as of December 3, 2006Merger Agreement • December 4th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing • Delaware
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 8, 2006, is made and entered into by and among GOLD KIST INC. (formerly known as Gold Kist Holdings Inc.), a Delaware corporation (the “Borrower”), the various banks and other lending institutions and institutional investors as are listed on the signature pages hereof as Lenders, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the agent for the Lenders (the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (defined below).
STOCK APPRECIATION RIGHTS AGREEMENT Non-transferable GRANT TOStock Appreciation Rights Agreement • January 28th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing
pursuant to and subject to the provisions of the Gold Kist Inc. 2004 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the SARs, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan.
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of February 9, 2006, is made and entered into by and among GOLD KIST INC. (formerly known as Gold Kist Holdings Inc.), a Delaware corporation (the “Borrower”), the various banks and other lending institutions and institutional investors as are listed on the signature pages hereof as Lenders, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the agent for the Lenders (the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (defined below).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 16, 2005 by and among GOLD KIST INC., as Borrower, VARIOUS BANKS, LENDING INSTITUTIONS, AND INSTITUTIONAL INVESTORS as Lenders, HARRIS N.A. and SUNTRUST BANK, as Co- Syndication Agents,...Credit Agreement • December 20th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • New York
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 16, 2005, is made and entered into by and among GOLD KIST INC. (formerly known as Gold Kist Holdings Inc.), a Delaware corporation (the “Borrower”), various banks and other lending institutions and institutional investors as are, or may from time to time become, parties hereto (collectively, the “Lenders” and individually, a “Lender”), HARRIS N.A. (formerly known as Harris Trust and Savings Bank) and SUNTRUST BANK, as Co-Syndication Agents (collectively, the “Co-Syndication Agents”), COBANK, ACB and ING CAPITAL LLC, as Co-Documentation Agents (collectively, the “Co-Documentation Agents”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the Agent and sole lead arranger.
FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 27, 2006First Supplemental Indenture • January 4th, 2007 • Gold Kist Inc. • Poultry slaughtering and processing • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of December 27, 2006, and has been entered into by and between Gold Kist Inc., a Delaware corporation (the “Company”), certain subsidiary guarantors named below (the “Subsidiary Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan)Credit Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • Colorado
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan) (“Amendment Agreement”) is made as of July 16, 2004 (“Execution Date”) to be effective as of the Effective Date, by and among Gold Kist Inc., a Georgia cooperative marketing association (“Borrower”) and CoBank, ACB (“CoBank”) as Lender.
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (Term Loan)Credit Agreement • August 16th, 2005 • Gold Kist Inc. • Poultry slaughtering and processing • Colorado
FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • December 4th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing • Delaware
THIS FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT (“Agreement”), dated as of the 3rd day of December, 2006, by and between GOLD KIST INC., a Delaware corporation (the “Company”), and COMPUTERSHARE INVESTOR SERVICES, LLC as successor Rights Agent to Sun Trust Bank (the “Rights Agent”), constitutes the First Amendment to the Stockholder Protection Rights Agreement dated July 9, 2004 by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
December 8, 2006 Dear Gold Kist Producers:Merger Agreement • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
As I informed you in my last letter, Gold Kist and Pilgrim’s Pride Corporation have entered into a definitive merger agreement to create the largest chicken company in the United States. It is anticipated that this transaction will close at the end of December, and Pilgrim’s Pride will acquire all the outstanding shares of Gold Kist common stock for $21 a share.
SUPPLEMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSIONSupplement to Amended and Restated Agreement and Plan of Conversion • September 24th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing
THIS SUPPLEMENT (“Supplement”) to the AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSION (“Plan”) dated as of July 23, 2004 is made and entered into as of September 23, 2004 by and between GOLD KIST HOLDINGS INC. (“Holdings”), a Delaware corporation, and GOLD KIST INC. (“Gold Kist”), a Georgia cooperative marketing association. Capitalized terms used, but not defined, in this Supplement shall have the meanings assigned to such terms in the Plan.
AMENDMENT NUMBER TWO TO EXECUTIVE’S CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 13th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing
This Amendment, made and entered into as of the day of September, 2004, by and between GOLD KIST INC. (the “Company”) and (the “Executive”).
Global Markets & Investment BankingAgreement and Plan of Merger • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
Gold Kist Inc. (the “Company”), Pilgrim’s Pride Corporation (the “Acquiror”), and Protein Acquisition Corporation, a wholly-owned subsidiary of the Acquiror (the “Acquisition Sub”), propose to enter into an Agreement and Plan of Merger dated December 3, 2006 (the “Agreement”) pursuant to which (i) the Acquiror and the Acquisition Sub have agreed to amend their tender offer (the “Tender Offer”) for all outstanding shares of the Company’s common stock, par value $.01 per share, of the Company (the “Company Shares”) to increase the consideration offered to $21.00 per share, net to the seller in cash (the “Consideration”), and (ii) Acquisition Sub would be merged with the Company in a merger (the “Merger”), in which each Company Share not acquired in the Tender Offer, other than Company Shares held in treasury or held by the Acquiror or any affiliate of the Acquiror or as to which dissenter’s rights have been perfected, would be converted into the right to receive the Consideration. The Te
December 8, 2006 Dear Gold Kist Producers:Merger Agreement • December 11th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
As I informed you in my last letter, Gold Kist and Pilgrim’s Pride Corporation have entered into a definitive merger agreement to create the largest chicken company in the United States. We believe that this transaction will be in position to close at the end of December, and Pilgrim’s Pride will acquire all the outstanding shares of Gold Kist common stock for $21 a share shortly thereafter.
FIFTH AMENDMENT TO NOTE AGREEMENTNote Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing • New York
This Fifth Amendment, dated as of July 16, 2004 (this “Amendment”), is made to that Second Consolidated, Amended and Restated Note Agreement dated as of September 27, 2002, as amended as of January 29, 2003, as of February 11, 2003, as of February 11, 2004 and as of March 10, 2004 (as so amended, the “Note Agreement”), among Gold Kist Inc., a cooperative marketing association organized and existing under the laws of the State of Georgia (the “Company”), The Prudential Insurance Company of America (“Prudential”) and the Gateway Recovery Trust. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Agreement.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 6th, 2004 • Gold Kist Holdings Inc. • Poultry slaughtering and processing
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 16, 2004, is made and entered into by and among GOLD KIST INC., a cooperative marketing association organized and existing under the laws of the State of Georgia (the “Borrower”), the various banks and other lending institutions and institutional investors as are listed on the signature pages hereof as Lenders (collectively, the “Lenders” and individually, a “Lender”), and COPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as agent for the Lenders (the “Agent”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement (defined below).
December 3, 2006 Board of Directors Gold Kist Inc. Atlanta, GA 30346 Ladies and Gentlemen:Agreement and Plan of Merger • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
We understand that Gold Kist Inc. (“Gold Kist” or the “Company”) and Pilgrim’s Pride Corporation (“Pilgrim’s Pride”), propose to enter into an Agreement and Plan of Merger, dated as of December 3, 2006 (the “Agreement”), which provides, among other things, for the acquisition by Pilgrim’s Pride by means of a tender offer and subsequent merger, of all the issued and outstanding shares of Gold Kist common stock, par value $0.01 per share, including the associated Series A Junior Participating Preferred Stock Purchase rights (collectively, the “Common Stock” and such transaction, the “Transaction”). Pursuant to the Transaction, Pilgrim’s Pride is offering to purchase each issued and outstanding share of Gold Kist Common Stock for $21.00 per share in cash (the “Consideration”). The terms and conditions of the Transaction are more fully set forth in the Agreement.
