EXHIBIT 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into this 19th day of September 2002, by and among HMTF Rawhide, L.P., a
Delaware limited partnership (the "Assignor") and Swift & Company, a Delaware
corporation (the "Assignee"),. Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Commitment Letter (as defined
below) or the exhibits thereto.
WHEREAS, the Assignor, ConAgra Foods, Inc., a Delaware corporation
("ConAgra"), and S&C Holdco, Inc., a Delaware corporation n/k/a Swift Foods
Company, entered into an Agreement dated as of May 20, 2002 (as amended, the
"Acquisition Agreement"), whereby they agreed that the Assignor would acquire an
ownership interest in Swift Foods Company which would acquire certain companies
owned by ConAgra;
WHEREAS, the Assignor, Citicorp North America, Inc., Xxxxxxx Xxxxx
Xxxxxx Inc., JPMorgan Chase Bank, and X.X. Xxxxxx Securities Inc. entered into
the Project Cattle $550,000,000 Senior Secured Credit Facilities Amended and
Restated Commitment Letter dated as of September 3, 2002 (as amended, the
"Commitment Letter") and the Project Cattle $550,000,000 Senior Secured Credit
Facilities Amended and Restated Fee Letter dated as of September 3, 2002 (as
amended, the "Fee Letter");
WHEREAS, the Assignor, Xxxxxxx Xxxxx Barney Inc. and X.X. Xxxxxx
Securities Inc. entered into the Project Cattle Engagement Letter dated as of
September 3, 2002 (as amended, the "Engagement Letter");
WHEREAS, Section 2.2.6(iii) of the Acquisition Agreement requires that
the Assignor assign its rights under the Engagement Letter to the Assignee, that
the Assignee assume all of the Assignor's obligations under the Engagement
Letter and that the Assignor be released from all obligations under the
Engagement Letter;
WHEREAS, Section 8 of the Engagement Letter authorizes the Assignor to
assign the Engagement Letter to the Assignee prior to, and in contemplation of,
the Acquisition; provided that, the Assignee assumes all of the Assignor's
obligations under the Engagement Letter and all of the Assignor's obligations
thereunder terminate; and
WHEREAS, the parties hereby desire to effectuate the assignment of
rights and assumption of obligations required by Section 2.2.6(iii) of the
Acquisition Agreement.
NOW, THEREFORE, in consideration of the premises, the covenants set
forth herein and the benefits to be derived herefrom, the parties hereto hereby
agree as follows:
1. Assignment and Assumption of Assignor's Interest.
The Assignor hereby assigns, transfers and conveys to the
Assignee without recourse and without representation or warranty, and
the Assignee hereby receives and accepts from the Assignor, all of the
Assignor's rights under the Engagement Letter. In consideration
thereof, the Assignee hereby assumes all of the Assignor's liabilities
and obligations under the Engagement Letter and agrees to be bound by
all of the terms of
such Engagement Letter, and the obligations of the Assignor under such
Engagement Letter hereby terminate in accordance with Section 8 of the
Engagement Letter.
2. Miscellaneous.
a. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
b. This Agreement may be executed in any number of counterparts,
any one of which need not contain the signatures of more than
one party, but all such counterparts taken together when
delivered shall constitute one and the same agreement.
c. This Agreement and the instruments or agreements referred to
herein contain the complete agreement among the parties and
supersede any prior understandings, agreements or
representations by or between the parties, written or oral
which may have related to the subject matter hereof in any
way.
d. This Agreement may only be amended in a writing executed by
all parties hereto.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this Assignment and Assumption Agreement on the date
first written above.
HMTF RAWHIDE, L.P.
By: HMTF RW, L.L.C., its general partner
By: Hicks, Muse, Xxxx & Xxxxx Equity
Fund V, L.P., its sole member
By: HM5/GP LLC, its general partner
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Vice President
SWIFT & COMPANY
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx Xxxxxx
Title: Vice President and Chief Financial Officer
[Signature Page to Assignment and Assumption Agreement - Engagement Letter]
