EXHIBIT 4.8
SWIFT & COMPANY
AS OBLIGOR
AND
S&C RESALE COMPANY
AS GUARANTOR
AND
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
AS TRUSTEE
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SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 14, 2002
TO
INDENTURE
DATED AS OF SEPTEMBER 19, 2002
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10 1/8% SENIOR NOTES DUE 2009
SUPPLEMENTAL INDENTURE dated as of October 14, 2002, by and among Swift
& Company, a Delaware corporation (the "Company"), S&C Resale Company, a
Delaware corporation and wholly-owned subsidiary of the Company (the "New
Subsidiary Guarantor"), and The Bank of New York Trust Company of Florida, N.A.,
as trustee (the "Trustee").
WHEREAS, the Company and certain guarantors have heretofore executed
and delivered to the Trustee an Indenture dated as of September 19, 2002, as it
may be amended or supplemented (the "Indenture"), providing for the issuance of
10?% Senior Notes due 2009 (the "Notes");
WHEREAS, the Company has formed the New Subsidiary Guarantor and
subscribed to all of the shares of its capital stock and the New Subsidiary
Guarantor became a wholly-owned subsidiary of the Company;
WHEREAS, the Company and the New Subsidiary Guarantor desire by this
Supplemental Indenture pursuant to and as contemplated by the provisions of the
Indenture relating to the addition of guarantors, including, without limitation,
Section 4.19, to add the New Subsidiary Guarantor as a guarantor pursuant to the
terms of the Indenture;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Boards of Directors of the Company and the
New Subsidiary Guarantor; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, legal, binding and enforceable instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party
hereby agrees, for the benefit of the others and for the equal and ratable
benefit of the holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
SECTION 1.1 ASSUMPTION. The New Subsidiary Guarantor hereby expressly
and unconditionally assumes each and every covenant, agreement and undertaking
of a Guarantor in the Indenture as of the date of this Supplemental Indenture,
and also hereby expressly and unconditionally assumes each and every covenant,
agreement and undertaking of a Guarantor in each Note outstanding on the date of
this Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.1 DEFINED TERMS. For all purposes of this Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in
this Supplemental Indenture and defined in the Indenture have the meanings
specified in the Indenture.
SECTION 2.2 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect.
SECTION 2.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 2.4 SUCCESSORS. All agreements of the Company and the New
Subsidiary Guarantor in this Supplemental Indenture and the Notes shall bind
their successors. All agreements of the Trustee in this Supplemental Indenture
shall bind its successors.
SECTION 2.5 DUPLICATE ORIGINALS. All parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together shall represent the same agreement.
SECTION 2.6 SEVERABILITY. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.
SECTION 2.7 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of
the Indenture effected by this Supplemental Indenture, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company and the New Subsidiary Guarantor, or for or with respect
to (i) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization hereof by the Company
and the New Subsidiary Guarantor by corporate action or otherwise, (iii) the due
execution hereof by the Company and the New Subsidiary Guarantor or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
SECTION 2.8 EFFECTIVENESS. This Supplemental Indenture shall become
effective, once executed, upon receipt by the Trustee of a certificate of the
appropriate officers of the Company and an Opinion of Counsel (as defined in the
Indenture), each of which shall be dated no earlier than the date hereof.
[The Remainder of This Page is Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year written above.
SWIFT & COMPANY,
as Obligor
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
S&C RESALE COMPANY,
as Guarantor
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.,
as Trustee
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
