EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 11,
2005, is made and entered into by and between S&C Holdco 3, Inc., a Delaware
corporation ("Holdco 3"), and Swift & Company, a Delaware corporation ("OpCo").
RECITALS
WHEREAS, Holdco 3 desires to purchase from OpCo, and OpCo desires to sell
to Holdco 3, one hundred ninety-two (192) shares of common stock, par value
$0.01 per share (the "Shares"), of OpCo subject to the terms and conditions set
forth in the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt of which
is hereby acknowledged, Holdco 3 and OpCo agree as follows:
1. Purchase and Sale. OpCo hereby sells, assigns, transfers and conveys
to Holdco 3 the Shares, and Holdco 3 hereby purchases and accepts the Shares,
free and clear of any claims, liens, pledges, charges, encumbrances, security
interests, options, trusts, commitments and voting or other restrictions of any
kind whatsoever (collectively, the "Encumbrances") other than those arising
under that certain Credit Agreement, dated as of September 19, 2002, by and
among the Company, Swift & Company, S&C Australia Holdco Pty. Ltd., Australia
Meat Holdings Pty. Limited, the Lenders (as defined therein), the Issuers (as
defined therein), Citicorp USA, Inc., as Administrative and Collateral Agent and
as Australian Agent, JPMorgan Chase Bank, as Syndication Agent, Citisecurities
Limited, as Australian Collateral Trustee, and General Electric Capital
Corporation, U.S. Bank National Association, and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
Co-documentation Agents (the "Senior Credit Facilities").
2. Purchase Price. In consideration of the sale and issuance of the
Shares from OpCo to Holdco 3, Holdco 3 shall pay the purchase price of
$104,737,500.00 in the aggregate (the "Purchase Price") to OpCo, simultaneously
with the execution and delivery of this Agreement.
3. Certificates. Simultaneously with the execution and delivery of this
Agreement, OpCo shall deliver to Holdco 3 the certificate(s) representing the
Shares, together with such other documents and instruments, if any, that may be
necessary to permit Holdco 3 to acquire the Shares free and clear of any and all
Encumbrances other than those arising under the Senior Credit Facilities.
4. Representations and Warranties of OpCo. OpCo hereby represents and
warrants to Holdco 3 that:
(a) OpCo is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
power and authority to execute and deliver this Agreement and to perform all of
the transactions contemplated by this Agreement to be performed by it.
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(b) The execution and delivery by OpCo of this Agreement, and the
consummation of the transactions contemplated to be performed by OpCo, have been
duly authorized by all necessary corporate action on the part of OpCo and this
Agreement will, when executed and delivered by Holdco 3, constitute a valid and
binding obligation of OpCo, enforceable against OpCo in accordance with its
terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other laws affecting creditor rights
and by general equitable principles.
(c) The execution and delivery by OpCo of this Agreement is not
restricted or prohibited by any other agreement, contract or understanding to
which OpCo may be a party.
(d) The authorized capital stock of OpCo consists of 2,200 shares
of common stock, par value $0.01 per share (the "Common Stock"). On the date
hereof and assuming the issuance of the Shares, 1,192 shares of Common Stock
will be issued and outstanding. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and non-assessable and, upon receipt of
the Purchase Price and the issuance of the Shares, the Shares will be duly
authorized, validly issued, fully paid and non-assessable. Upon the issuance of
the Shares to Holdco 3 against payment of the Purchase Price as provided in this
Agreement, Holdco 3 will have good and valid title to the Shares and sole and
unrestricted voting power and power of disposition with respect thereto.
5. Representations and Warranties of Holdco 3. Holdco 3 hereby
represents and warrants to OpCo that:
(a) Holdco 3 is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
power and authority to execute and deliver this Agreement and to perform all of
the transactions contemplated by this Agreement to be performed by it.
(b) The execution and delivery by Holdco 3 of this Agreement, and
the consummation of the transactions contemplated by this Agreement to be
performed by Holdco 3, have been duly authorized by all necessary corporate
action on the part of Holdco 3, and this Agreement will, when executed and
delivered by OpCo, constitute a valid and binding obligation of Holdco 3,
enforceable against Holdco 3 in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other laws affecting creditor rights and by general equitable
principles.
(c) The execution and delivery by Holdco 3 of this Agreement is
not restricted or prohibited by any other agreement, contract or understanding
to which Holdco 3 may be a party.
(d) Holdco 3 is purchasing the Shares pursuant to this Agreement
for investment purposes for its own account and not with the view to or in
connection with any distribution thereof. Holdco 3 understands that the Shares
may not be sold, assigned, offered for sale, pledged or otherwise transferred,
other than the pledge required under the Senior Credit Facilities, unless such
transaction is registered under the Securities Act of 1933, as amended, and
applicable state securities laws, or exemptions from such registration
requirements are available.
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6. Further Assurances. Each of the parties will, at any time, upon the
request of any other party hereto, take, or cause to be taken, all actions and
do, or cause to be done, all things (including, without limitation, executing,
acknowledging and delivering any additional agreements, instruments and
documents) as may be necessary, appropriate or advisable in order to consummate
or make effective the intentions, purposes and transactions of or contemplated
by this Agreement.
7. Miscellaneous.
(a) Successors and Assigns. This Agreement will be binding upon
the parties hereto and their respective heirs, legal representatives, successors
and assigns and will inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
(b) Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof.
(c) Amendment. This Agreement may not be amended except by an
instrument signed by the parties hereto.
(d) Headings. Section headings in this Agreement are included
herein for convenience of reference only and will not constitute a part of this
Agreement for any other purpose.
(e) Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to the principles of conflict of laws of the State of Delaware.
(f) Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
but one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed on the date first above written.
S&C HOLDCO 3, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, General Counsel
and Secretary
SWIFT & COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, General Counsel
and Secretary