New York, New York September 19, 2002 ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska 68102 Dear Sirs: Swift & Company, a corporation organized under the laws of the State of Delaware (the "Company"), proposes to issue and sell $150,000,000 in...Registration Rights Agreement • October 24th, 2002 • S&c Resale Co • New York
AGREEMENT BY AND AMONGAgreement • October 24th, 2002 • S&c Resale Co • Delaware
WITNESSETHLicense Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.27Executive Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
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 &...Assignment and Assumption Agreement • October 24th, 2002 • S&c Resale Co • New York
EXHIBIT 10.38 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this "Agreement") is made and entered into as of July 29, 2002 to be effective as of the date of the closing of the Acquisition (as defined below) by and between Swift & Company, a Delaware...Severance Agreement • October 24th, 2002 • S&c Resale Co • Delaware
RECITALS:Indemnification Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.17 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT ("Contribution Agreement"), dated as of September 19, 2002, is entered into among Swift Foods Company, a Delaware corporation ("Holdco"), S&C Holdco 2, Inc., a Delaware corporation ("S&C...Contribution Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 4.3 EXECUTION VERSION ================================================= =============================== SWIFT & COMPANY, as Issuer 10-1/8% SENIOR NOTES DUE 2009 INDENTURE Dated as of September 19, 2002 THE BANK OF NEW YORK TRUST COMPANY OF...S&c Resale Co • October 24th, 2002 • New York
EXHIBIT 10.41 PLEDGE AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 19, 2002Pledge and Security Agreement • October 24th, 2002 • S&c Resale Co • New York
SWIFT & COMPANY LOGO]Credit Agreement • October 24th, 2002 • S&c Resale Co • New York
SWIFT & COMPANY, as Issuer 12 1/2% SENIOR SUBORDINATED NOTES DUE JANUARY 1, 2010S&c Resale Co • October 24th, 2002 • New York
EXECUTION VERSION SWIFT & COMPANY 10-1/8% Senior Notes due 2009 Purchase AgreementS&c Resale Co • October 24th, 2002 • New York
SWIFT & COMPANY AS OBLIGORS&c Resale Co • October 24th, 2002 • New York
AS TRUSTEE SUPPLEMENTAL INDENTUREIndenture • October 24th, 2002 • S&c Resale Co • New York
WITNESSETH:S&c Resale Co • October 24th, 2002 • New York
WITNESSETH:Tax Sharing Agreement • October 24th, 2002 • S&c Resale Co • Delaware
WITNESSETHPatent License Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.29Executive Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
RECITALS:Indemnification Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.9 FINANCIAL ADVISORY AGREEMENT THIS FINANCIAL ADVISORY AGREEMENT (this "Agreement") is made and entered into effective as of September 19, 2002, by and among Swift Foods Company, a Delaware corporation (together with its successors, the...Financial Advisory Agreement • October 24th, 2002 • S&c Resale Co • Texas
RECITALS:Indemnification Agreement • October 24th, 2002 • S&c Resale Co • Delaware
RECITALS:Acquisition Agreement • October 24th, 2002 • S&c Resale Co • Delaware
WITNESSETH:S&c Resale Co • October 24th, 2002 • New York
RECITALS:Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.8 MONITORING AND OVERSIGHT AGREEMENT THIS MONITORING AND OVERSIGHT AGREEMENT (this "Agreement") is made and entered into effective as of September 19, 2002, by and among Swift Foods Company, a Delaware corporation (together with its...Monitoring and Oversight Agreement • October 24th, 2002 • S&c Resale Co • Texas
EXHIBIT 10.2 TRANSITION SERVICES AGREEMENT This Transition Services Agreement ("Agreement") is made and entered into this 19th day of September, 2002, by and between ConAgra Foods, Inc., Inc., a Delaware corporation ("CAGCO"), Monfort Finance Company,...Transition Services Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.3 "***" - Confidential portions of this Agreement have been omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request, pursuant to Rule 406 of the Securities Act of 1933, as amended...Preferred Supplier Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.10 "***" - Confidential portions of this Agreement have been omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request, pursuant to Rule 406 of the Securities Act of 1933, as amended...Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.25 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 20th day of May by and between S&C Holdco, Inc. (to be renamed Swift & Company), a Delaware corporation (together...Executive Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.14 INDEMNIFICATION AND RELEASE AGREEMENT This INDEMNIFICATION AND RELEASE AGREEMENT ("Indemnification and Release Agreement") dated September 19, 2002, is entered into among ConAgra Foods, Inc., a Delaware corporation ("ConAgra"), Swift...Indemnification and Release Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.39 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this "Agreement") is made and entered into as of July 29, 2002 to be effective as of the date of the closing of the Acquisition (as defined herein) by and between Swift & Company, a Delaware...Severance Agreement • October 24th, 2002 • S&c Resale Co • Delaware
RECITALS:Henley Executive Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 10.28 FIRST AMENDMENT TO HERRON EXECUTIVE EMPLOYMENT AGREEMENT made and entered into as of July 12, 2002, by and between Swift Foods Company, formerly known as S&C Holdco, Inc., a Delaware corporation ("Holdco") and Danny Herron ("Herron").Herron Executive Employment Agreement • October 24th, 2002 • S&c Resale Co • Delaware
EXHIBIT 4.2 SWIFT & COMPANY 10 1/8% Senior Notes due 2009 REGISTRATION RIGHTS AGREEMENTS&c Resale Co • October 24th, 2002 • New York
