EIGHTH AMENDMENT TO CREDIT AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Agent, the Other Lenders and PREMIUM STANDARD FARMS, INC. Dated August 27, 1997Credit Agreement • October 1st, 2002 • PSF Group Holdings Inc • Meat packing plants
RECITALSWarrant Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
1 Exhibit 10.8 SERVICES AGREEMENT This Services Agreement ("Agreement") made and entered as of the _____ day of October, 1998 (the "Effective Date") between PREMIUM STANDARD FARMS, INC., a Delaware corporation ("PSF") and CONTINENTAL GRAIN COMPANY, a...Services Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
DATED AS OFStock Purchase Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • Delaware
WITNESSETH:Employment Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Missouri
RECITALCredit Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • Colorado
RECITALSRegistration Rights Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
IssuerPSF Group Holdings Inc • June 29th, 2001 • Meat packing plants • New York
SECOND AMENDMENT TO CREDIT AGREEMENT BETWEEN U.S. BANCORP AG CREDIT, INC. AS AGENT FOR ITSELF AND CERTAIN OTHER LENDERS AND PREMIUM STANDARD FARMS, INC. DATED AUGUST 27, 1997Credit Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants
EXHIBIT 1.1 12,500,000 SHARES PREMIUM STANDARD FARMS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • New York
EXHIBIT DConsulting Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT BETWEEN U.S. BANCORP AG CREDIT, INC., AS AGENT, THE OTHER LENDERS AND PREMIUM STANDARD FARMS, INC. DATED AUGUST 27, 1997Credit Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants
SIXTH AMENDMENT TO CREDIT AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Agent, the Other Lenders and PREMIUM STANDARD FARMS, INC. Dated August 27, 1997Credit Agreement • May 14th, 2002 • PSF Group Holdings Inc • Meat packing plants
FACE OF NOTE]PSF Group Holdings Inc • June 29th, 2001 • Meat packing plants
2 4 (f) The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, will be...PSF Group Holdings Inc • June 29th, 2001 • Meat packing plants • New York
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated June 4, 2001Registration Rights Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
SEVENTH AMENDMENT TO CREDIT AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, as Agent, the Other Lenders and PREMIUM STANDARD FARMS, INC. Dated August 27, 1997Credit Agreement • August 8th, 2002 • PSF Group Holdings Inc • Meat packing plants
Trustee First Supplemental Indenture Dated as of March 31, 2002 9 1/4% Senior Notes due 2011 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2002 between PREMIUM STANDARD FARMS, INC., a Delaware corporation (the...PSF Group Holdings Inc • May 14th, 2002 • Meat packing plants • New York
WITNESSETH:Employment Agreement • June 8th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Missouri
1 EXHIBIT 10.7 CONSULTING AND ADVISORY AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of August 25, 2000, by and between The Lundy Packing Company, a North Carolina corporation (together with its subsidiaries and affiliates, the...Consulting and Advisory Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • North Carolina
6,000,000] Shares PREMIUM STANDARD FARMS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • New York
AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2006 among SMITHFIELD FOODS, INC., KC2 MERGER SUB, INC. and PREMIUM STANDARD FARMS, INC.Agreement and Plan of Merger • September 20th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 17, 2006, among SMITHFIELD FOODS, INC., a Virginia corporation (“Parent”), KC2 MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and PREMIUM STANDARD FARMS, INC., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2005 • PSF Group Holdings Inc • Meat packing plants
This First Amendment (this “Amendment”) is dated as of April 20, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature page hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U
A. The loading and unloading of pigs in the manner and at the time reasonably requested by PSF and all other labor incident to and related to the breeding, growing and care of the pigs, or otherwise necessary for Contract Grower to perform under this...Market Hog Contract Grower Agreement • June 29th, 2001 • PSF Group Holdings Inc • Meat packing plants • New York
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2005 • Premium Standard Farms, Inc. • Meat packing plants
This Second Amendment (this “Amendment”) is dated as of May 4, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. B
GUARANTY (Corporate)PSF Group Holdings Inc • June 29th, 2001 • Meat packing plants • Colorado
PREMIUM STANDARD FARMS, INC., Issuer PSF GROUP HOLDINGS, INC., PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., LUNDY INTERNATIONAL, INC., and LPC TRANSPORT, INC., Guarantors and WILMINGTON TRUST COMPANY, Trustee _________________ Second Supplemental...PSF Group Holdings Inc • April 25th, 2005 • Meat packing plants • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 21, 2005 among Premium Standard Farms, Inc., a Delaware corporation (the “Company”), PSF Group Holdings, Inc., a Delaware corporation, Premium Standard Farms of North Carolina, Inc., a Delaware corporation, Lundy International, Inc., a North Carolina corporation, and LPC Transport, Inc., a Delaware corporation (the “Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).
SEPARATION AGREEMENTSeparation Agreement • July 11th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Missouri
This Separation Agreement (hereinafter “Agreement”) is made, entered into and executed by and between Robert W. Manly, IV (hereinafter “Executive”) and Premium Standard Farms, Inc., its past or present parents, subsidiaries, affiliated entities, officers, directors, partners, principals, shareholders, agents, employees, contractors, attorneys, representatives or assignees (hereinafter the “Company”).
VOTING AGREEMENT BY AND AMONG SMITHFIELD FOODS, INC., CONTIGROUP COMPANIES, INC. AND (SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF) PREMIUM STANDARD FARMS, INC. DATED AS OF SEPTEMBER 17, 2006Voting Agreement • September 20th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware
VOTING AGREEMENT, dated as of September 17, 2006 (this “Agreement”), by and among Smithfield Foods, Inc., a Virginia corporation (“Parent”), ContiGroup Companies, Inc., a Delaware corporation (“Stockholder”), and, solely for the purposes of Section 5.2 hereof, Premium Standard Farms, Inc., a Delaware corporation (the “Company”).
PREMIUM STANDARD FARMS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 7th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of is made by and between Premium Standard Farms, Inc., a Delaware corporation (the “Company”), and , an of the Company (the “Optionee”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG PREMIUM STANDARD FARMS, INC. LUNDY INTERNATIONAL, INC. and LPC TRANSPORT, INC. AND AND THE LENDERS FROM TIME TO TIME PARTIES HERETO DATED AS OF JUNE 24, 2005Loan and Security Agreement • June 29th, 2005 • Premium Standard Farms, Inc. • Meat packing plants • Colorado
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the “Agreement”) is made as of June 24, 2005, by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of Premium (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), in its capacity as Agent for the Lenders and for the Issuer (in such capacity, the “A
Exhibit 10.12 EMPLOYEE SEVERANCE AGREEMENT This Employee Severance Agreement (this "Agreement"), dated as of November 17, 2003 (the "Effective Date"), is between Premium Standard Farms, Inc. ("PSF"), a Delaware corporation whose principal executive...Employee Severance Agreement • March 11th, 2005 • PSF Group Holdings Inc • Meat packing plants • Missouri
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2005 • Premium Standard Farms, Inc. • Meat packing plants
This Third Amendment (this “Amendment”) is dated as of May 5, 2005 and amends that certain Amended and Restated Loan and Security Agreement dated as of April 9, 2004 (as amended, modified, supplemented, renewed or restated from time to time, the “Loan Agreement”) by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions party thereto on the date hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Ba
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG PREMIUM STANDARD FARMS, INC. PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC. LUNDY INTERNATIONAL, INC. and LPC TRANSPORT, INC. AND AND THE LENDERS FROM TIME TO TIME PARTIES HERETO DATED AS OF APRIL...Loan and Security Agreement • June 1st, 2004 • PSF Group Holdings Inc • Meat packing plants • Colorado
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified, supplemented, renewed or restated from time to time, the “Agreement”) is made as of April 9, 2004, by and among PREMIUM STANDARD FARMS, INC., a Delaware corporation (“Premium”), PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC., a Delaware corporation, and a wholly-owned subsidiary of Premium (“PSF-NC”), LUNDY INTERNATIONAL, INC., a North Carolina corporation and a wholly owned subsidiary of PSF-NC (“Lundy International”), and LPC TRANSPORT, INC., a Delaware corporation and a wholly-owned subsidiary of Premium (“LPC”, and collectively with Premium, PSF-NC, and Lundy International, “Borrower”, or if the context so requires, any of them), the financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party hereto in accordance with the provisions hereof (collectively the “Lenders” and individually a “Lender”) and U.S. BANK NATIONAL ASSOCIATION, a nat
PREMIUM STANDARD FARMS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 7th, 2006 • Premium Standard Farms, Inc. • Meat packing plants • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of ___ (the “Grant Date”), is made by and between Premium Standard Farms, Inc., a Delaware corporation (the “Company”), and ___, an ___ of the Company (the “Participant”).
