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$59	Preview Subscribers	2006	Asset Purchase Agreement Asset Purchase Agreement (163K) Doc #2282771: Click preview link for longer preview. ASSET PURCHASE AGREEMENT AGREEMENT, dated this 31^ST day of July, 2006, by and between CONAGRA FOODS PACKAGED FOODS COMPANY, INC., a Delaware corporation (?Seller?), and SMITHFIELD FOODS, INC., a Virginia corporation (?Buyer?). RECITALS: (a) Seller is engaged in the production, distribution and sale of certain refrigerated meat products (the ?Products?) under the brands listed on Exhibit ?A? (the ?Brands?) from (i) the Dedicated Locations (as defined in Section 1.1 below), which locations are used exclusively in such operations, and (ii) the Shared . . . 2282771	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: SMITHFIELD FOODS, INC. – PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT AGREEMENT, dated this 31ST day of July, 2006, by and between CONAGRA FOODS PACKAGED FOODS COMPANY, INC., a Delaware corporation (Seller), and SMITHFIELD FOODS, INC. , a Virginia corporation (Buyer). RECITALS: (a) Seller is engaged in the production, distribution and sale of certain refrigerated meat products (the Products) under the brands listed on Exhibit A ( _____________ Smithfield Foods, Inc. – notice) to: McGrath North Mullin & Kratz, PC LLO Suite 3700, First National Tower 1601 Dodge Street Omaha, NE 68102 Attn: Roger W. Wells Fax: (402) 341-0216 To Buyer: Smithfield Foods, Inc. 499 Park Avenue 6th Floor New York, New York 10022 Attn: Richard J.M. Poulson Fax: (212) 758-8421 with a copy (which shall not constitute notice) to Hunton & _____________ SMITHFIELD FOODS, INC. – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. CONAGRA FOODS PACKAGED FOODS COMPANY, INC., a Delaware corporation SMITHFIELD FOODS, INC. , a Virginia corporation By: /s/ Robert F. Sharpe, Jr. By: /s/ Richard J.M. Poulson Name: Robert F. Sharpe, Jr. Richard J.M. Poulson Its: Authorized Representative Executive Vice _____________ dt 1474595 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: SMITHFIELD FOODS, INC. – PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT AGREEMENT, dated this 31ST day of July, 2006, by and between CONAGRA FOODS PACKAGED FOODS COMPANY, INC., a Delaware corporation (Seller), and SMITHFIELD FOODS, INC. , a Virginia corporation (Buyer). RECITALS: (a) Seller is engaged in the production, distribution and sale of certain refrigerated meat products (the Products) under the brands listed on Exhibit A ( _____________ Smithfield Foods, Inc. – notice) to: McGrath North Mullin & Kratz, PC LLO Suite 3700, First National Tower 1601 Dodge Street Omaha, NE 68102 Attn: Roger W. Wells Fax: (402) 341-0216 To Buyer: Smithfield Foods, Inc. 499 Park Avenue 6th Floor New York, New York 10022 Attn: Richard J.M. Poulson Fax: (212) 758-8421 with a copy (which shall not constitute notice) to Hunton & _____________ SMITHFIELD FOODS, INC. – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. CONAGRA FOODS PACKAGED FOODS COMPANY, INC., a Delaware corporation SMITHFIELD FOODS, INC. , a Virginia corporation By: /s/ Robert F. Sharpe, Jr. By: /s/ Richard J.M. Poulson Name: Robert F. Sharpe, Jr. Richard J.M. Poulson Its: Authorized Representative Executive Vice _____________ dt 1563588 ; ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: ConAgra Foods, Inc – less the amount of all accrued expenses which relate to the Business, all as of the Effective Time, determined and calculated in accordance with Section 7 hereof. ConAgra shall mean ConAgra Foods, Inc . Confidentiality Agreement shall mean the Confidentiality Agreement dated June 13, 2006, between ConAgra and Buyer. Control (including the terms Controlled by and under common Control with), with respect to _____________ ConAgra Foods, Inc – and exclusively retains, and Buyer acknowledges that it shall not acquire, any right, title or interest in or to the trade names ConAgra, ConAgra Foods Packaged Foods Company, Inc. and ConAgra Foods, Inc ., any derivations thereof, or any logos or trademarks related thereto or any other name, trademark or logo not included in the Intellectual Property (the Names). Buyer agrees that promptly _____________ CONAGRA FOODS, INC – corporation By: /s/ Robert F. Sharpe, Jr. By: /s/ Richard J.M. Poulson Name: Robert F. Sharpe, Jr. Richard J.M. Poulson Its: Authorized Representative Executive Vice President GUARANTEE BY CONAGRA FOODS, INC . By its signature below, ConAgra Foods, Inc. (ConAgra) hereby unconditionally and absolutely guarantees to Buyer the full and prompt performance of all obligations of Seller and its Affiliates under _____________ ConAgra Foods, Inc – By: /s/ Richard J.M. Poulson Name: Robert F. Sharpe, Jr. Richard J.M. Poulson Its: Authorized Representative Executive Vice President GUARANTEE BY CONAGRA FOODS, INC. By its signature below, ConAgra Foods, Inc . (ConAgra) hereby unconditionally and absolutely guarantees to Buyer the full and prompt performance of all obligations of Seller and its Affiliates under this Agreement and the agreements ancillary thereto. _____________ CONAGRA FOODS, INC – proceed, with respect to any of the obligations of Seller or its Affiliates under this Agreement and the agreements ancillary thereto, against ConAgra without any proceeding or action against Seller. CONAGRA FOODS, INC ., a Delaware corporation By: /s/ Robert F. Sharpe, Jr. Name: Robert F. Sharpe, Jr. Its: Executive Vice President, Legal & External Affairs 73 EXHIBITS Exhibit A Brands Exhibit B _____________ dt 1580023 ;	Teamsters International Brotherhood of Teamsters ( Unions ) As referenced in this Asset Purchase Agreement: International Brotherhood of Teamsters – intended to satisfy the requirements of Section 4204 of ERISA with respect to the B.C.T.W. & G.M, International Unions Industry Wide Employees Pension Fund or the International Brotherhood of Teamsters Local Union 710 Pension Fund. 8.16 Cooperation. The parties shall reasonably cooperate with each other and exchange any information, filings or notices as appropriate to implement the provisions of _____________ dt 1563586 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Asset Purchase Agreement: UBS Securities, LLC – business and, in the case of transactions related to the transfer of raw materials, supplies and finished goods, on an arms length basis. 9.24 Brokers and Finders. Except for UBS Securities, LLC , Centerview Partners LLC and J.P. Morgan, Seller has not employed any investment banker, broker or finder, or incurred any liability for any brokerage fees, commissions or finders fees _____________ dt 1421667
$42	Preview Subscribers	2003	Asset Sale and Purchase Agreement Asset Sale and Purchase Agreement (83K) Doc #1614161: Click preview link for longer preview. ASSET SALE AND PURCHASE AGREEMENT AMONG U.S. PREMIUM BEEF, LTD. USPBCo, LLC and U.S. PREMIUM PRODUCTS, LLC AND FARMLAND INDUSTRIES, INC., Debtor-in-Possession FARMLAND FOODS, INC., Debtor-in-Possession and NBPCo., LLC, Dated as of June 12, 2003 ASSET SALE AND PURCHASE AGREEMENT THIS ASSET SALE AND PURCHASE AGREEMENT (this "Agreement") is made and entered into this 12^th day of June, 2003, by and among Farmland Industries, Inc., Debtor-in-Possession, a Kansas . . . 1614161	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Asset Sale and Purchase Agreement: Smithfield Foods, Inc. – quot; have the meanings assigned to such terms in Section 7.2 of this Agreement. "Agreed Competitor"means any of Cargill, Inc.; Tyson Foods, Inc.; Swift & Company; Smithfield Foods, Inc. ; Omaha Meat Processors, Inc.; and any Person that acknowledges it is a competitor as defined in the Partnership Agreement. "Alternative Transaction" has the meaning assigned to such _____________ dt 1474593 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Asset Sale and Purchase Agreement: Smithfield Foods, Inc. – quot; have the meanings assigned to such terms in Section 7.2 of this Agreement. "Agreed Competitor"means any of Cargill, Inc.; Tyson Foods, Inc.; Swift & Company; Smithfield Foods, Inc. ; Omaha Meat Processors, Inc.; and any Person that acknowledges it is a competitor as defined in the Partnership Agreement. "Alternative Transaction" has the meaning assigned to such _____________ dt 1335060 ; Farmland Industries Farmland Industries Inc ;	Tyson Foods Tyson Foods, Inc. ( Food Processing ) As referenced in this Asset Sale and Purchase Agreement: Tyson Foods, Inc – quot;Agencies" and "Agency" have the meanings assigned to such terms in Section 7.2 of this Agreement. "Agreed Competitor"means any of Cargill, Inc.; Tyson Foods, Inc .; Swift & Company; Smithfield Foods, Inc.; Omaha Meat Processors, Inc.; and any Person that acknowledges it is a competitor as defined in the Partnership Agreement. "Alternative Transaction" _____________ dt 1354523 ; DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Asset Sale and Purchase Agreement: Deutsche Bank Trust Co – and Adequate Protection Stipulation dated as of June 5, 2002, by and among Industries and Foods, as borrowers, the material subsidiaries of the borrowers, the financial institutions party thereto, and Deutsche Bank Trust Co mpany Americas, as agent, as amended by that certain First Amendment to First Amended and Restated Debtor-in-Possession Credit Agreement and Adequate Protection Stipulation dated as of January 8, _____________ dt 1391269 ; Bryan Cave Bryan Cave ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Bryan Cave – made not later than July 15, 2003); or (c) such other date as the parties may mutually agree upon in writing (the "Closing Date"), at the office of Bryan Cave LLP, 1200 Main, Suite 3500, Kansas City, Missouri. Failure to consummate the purchase and sale provided for in this Agreement on such date will result in the termination of _____________ Bryan Cave – Agreement. NBPCo. has no debts or Liabilities except those Liabilities which are derivative from its position as a general partner of National Beef. NBPCo. has no debts or Liabilities to Bryan Cave LLP, Goldsmith, Agio, Helms & Lynner, LLC or any employee. 5.4 Litigation. The Disclosure Schedule sets forth each instance in which Sellers (i) are subject to any outstanding _____________ Bryan Cave – 713-6397 and NBPCo., LLC 12200 North Ambassador Drive Kansas City, Missouri 64163 Attention: Robert B. Terry Fax: (816) 713-3903 with a copy (which shall not constitute notice) to: Bryan Cave LLP 1200 Main Street, Suite 3500 Kansas City, Missouri 64105 Attention: Robert M. Thompson Fax: (816) 374-3300 and with a copy (which shall not constitute notice) to: Bryan _____________ Bryan Cave – Bryan Cave LLP 1200 Main Street, Suite 3500 Kansas City, Missouri 64105 Attention: Robert M. Thompson Fax: (816) 374-3300 and with a copy (which shall not constitute notice) to: Bryan Cave LLP 211 N. Broadway Suite 3600 St. Louis, Missouri 63102 Attention: J. Powell Carman Fax: (314) 259-2020 If to Buyers: U.S. Premium Beef, Ltd./U.S. Premium _____________ dt 1392688
$75	Preview Subscribers	2003	Share Purchase Agreement Share Purchase Agreement (185K) Doc #187960: Click preview link for longer preview. THIS SHARE PURCHASE AGREEMENT is made September 24, 2003 BETWEEN: SMITHFIELD FOODS, INC., a corporation governed by the laws of the Commonwealth of Virginia, (the Vendor) - and - MAPLE LEAF FOODS INC., a corporation governed by the laws of Canada, (the Purchaser). RECITALS: A. The Vendor is the sole registered and beneficial owner of all of the issued and outstanding common shares and 4,827,326 exchangeable shares of Smithfield Canada Limited, a corporation governed by the laws of the Province of Ontario (Smithfield Canada), and all of the issued and outstanding shares of 2004171 Ontario Inc., a corporation governed by the laws of the Province of Ontario (Holdco). B. Smithfield Canada and Holdco are the registered and beneficial owners of all of the issued and outstanding shares of Schneider Corporation, a corporation governed by the laws of Ontario (the Company). C. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor, all of the issued and outstanding shares of Smithfield Canada and all of the issued and outstanding shares of Holdco (collectively, the Acquired Companies), on the terms and conditions of this Agreement. THEREFORE, the parties agree as follows: ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 1.1 Definitions Whenever used in this Agreement, the following words and terms have the meanings set out below: Accounts Payable and Accrued Liabilities means the accounts payable and accrued liabilities as shown in the Financial Statements and the Closing Date Balance Sheet; Accounts Receivable means the accounts receivable as shown in the Financial Statements and the Closing Date Balance Sheet; Acquired Companies means Smithfield Canada and Holdco, collectively; Adjustments has the meaning set forth in Section 3.1; Affiliate has the meaning given in the Business Corporations Act (Ontario), as amended from time to time; Agreement means this Share Purchase Agreement, including all schedules, and all instruments supplementing or amending or confirming this Agreement, and references to Article or Section mean and refer to the specified Article or Section of this Agreement; Appurtenances means all privileges, rights, easements and appurtenances both at law and equity belonging to or for the benefit of Real Property, including any means of access between such Real Property and a public way, rights in respect of or for any other uses upon which the present use is dependent (such as pipelines, cables, railway sidings) and all rights existing in and to any streets, alleys, passages and other rights-of-way; arms length means arms length as interpreted for the purposes of the Income Tax Act (Canada); 187960	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Share Purchase Agreement: SMITHFIELD FOODS, INC. – Exhibit 2.1 EX-2.1 3 dex21.htm EXHIBIT 2.1 EXHIBIT 2.1 SMITHFIELD FOODS, INC. - and - MAPLE LEAF FOODS INC. SHARE PURCHASE AGREEMENT September 24, 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 2 1.1 Definitions 2 1.2 _____________ SMITHFIELD FOODS, INC. – TABLE OF CONTENTS (continued) Page 14.5 Further Assurances 89 14.6 Counterparts 89 14.7 Facsimile Transmission 89 -v- THIS SHARE PURCHASE AGREEMENT is made September 24, 2003 BETWEEN: SMITHFIELD FOODS, INC. , a corporation governed by the laws of the Commonwealth of Virginia, (the Vendor) - and - MAPLE LEAF FOODS INC., a corporation governed by the laws of Canada, (the Purchaser). RECITALS: _____________ Smithfield Foods, Inc. – be established and maintained pursuant to a Collective Agreement and which are not maintained or administered by the Company, any of the Subsidiaries or any of their Affiliates; Vendor means Smithfield Foods, Inc. , a corporation governed by the laws of the Commonwealth of Virginia; Vendors Schedules has the meaning set forth in Section 11.17(a); and Voting Trust Agreement means the _____________ Smithfield Foods, Inc. – in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail: (a) in the case of a Notice to the Vendor at: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J.M. Poulson Facsimile (757) 365-3025 E-mail: dickpoulson@smithfieldfoods.com with a copy to McCarthy Ttrault LLP Suite 4700 _____________ SMITHFIELD FOODS, INC. – FOODS, INC. By: /s/ Tom Muir Name: Tom Muir Title: Chief Financial Officer By: /s/ Rocco Cappuccitti Name: Rocco Cappuccitti Title: Senior Vice-President, Transactions and Administration, and Corporate Secretary SMITHFIELD FOODS, INC. By: /s/ Richard J. M. Poulson Name: Richard J. M. Poulson Title: Executive Vice President, General Counsel and Senior Advisor to the Chairman By: /s/ Michael H. Cole Name: _____________ dt 1474575 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Share Purchase Agreement: SMITHFIELD FOODS, INC. – Exhibit 2.1 EX-2.1 3 dex21.htm EXHIBIT 2.1 EXHIBIT 2.1 SMITHFIELD FOODS, INC. - and - MAPLE LEAF FOODS INC. SHARE PURCHASE AGREEMENT September 24, 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 2 1.1 Definitions 2 1.2 _____________ SMITHFIELD FOODS, INC. – TABLE OF CONTENTS (continued) Page 14.5 Further Assurances 89 14.6 Counterparts 89 14.7 Facsimile Transmission 89 -v- THIS SHARE PURCHASE AGREEMENT is made September 24, 2003 BETWEEN: SMITHFIELD FOODS, INC. , a corporation governed by the laws of the Commonwealth of Virginia, (the Vendor) - and - MAPLE LEAF FOODS INC., a corporation governed by the laws of Canada, (the Purchaser). RECITALS: _____________ Smithfield Foods, Inc. – be established and maintained pursuant to a Collective Agreement and which are not maintained or administered by the Company, any of the Subsidiaries or any of their Affiliates; Vendor means Smithfield Foods, Inc. , a corporation governed by the laws of the Commonwealth of Virginia; Vendors Schedules has the meaning set forth in Section 11.17(a); and Voting Trust Agreement means the _____________ Smithfield Foods, Inc. – in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail: (a) in the case of a Notice to the Vendor at: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J.M. Poulson Facsimile (757) 365-3025 E-mail: dickpoulson@smithfieldfoods.com with a copy to McCarthy Ttrault LLP Suite 4700 _____________ SMITHFIELD FOODS, INC. – FOODS, INC. By: /s/ Tom Muir Name: Tom Muir Title: Chief Financial Officer By: /s/ Rocco Cappuccitti Name: Rocco Cappuccitti Title: Senior Vice-President, Transactions and Administration, and Corporate Secretary SMITHFIELD FOODS, INC. By: /s/ Richard J. M. Poulson Name: Richard J. M. Poulson Title: Executive Vice President, General Counsel and Senior Advisor to the Chairman By: /s/ Michael H. Cole Name: _____________ dt 1335042 ; GS Credit Goldman Sachs Credit Partners LP ( Financial ) As referenced in this Share Purchase Agreement: Goldman Sachs Credit Partners, – thereto, as reported upon by Ernst & Young LLP, Chartered Accountants, a copy of which is attached as Schedule 4.11; Goldman Sachs means Goldman Sachs Credit Partners, L.P.; Governmental Authorities means any government, regulatory authority, governmental department, agency, commission, board, bureau, tribunal, crown corporation, or court or other _____________ dt 108342 ;	Toronto-Dominion Toronto-Dominion Bank ( Regional Banks ) As referenced in this Share Purchase Agreement: Toronto-Dominion Bank – shall be paid together with interest thereon calculated monthly from the Closing Date to the date of payment, at the rate per annum equal to the rate quoted by The Toronto-Dominion Bank on the Closing Date as the reference rate of interest it uses for determining interest rates on U.S. dollar commercial loans in Canada and designated as such banks prime _____________ dt 1447707 ; Maple Leaf Foods Inc.
$83	Preview Subscribers	2003	Share Purchase Agreement Share Purchase Agreement (186K) Doc #916951: Click preview link for longer preview. EXHIBIT 2.1 Exhibit 2.1 EXHIBIT 2.1 SMITHFIELD FOODS, INC. - and - MAPLE LEAF FOODS INC. SHARE PURCHASE AGREEMENT September 24, 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 2 1.1 Definitions 2 1.2 Certain Rules of Interpretation 15 1.3 . . . 916951	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Share Purchase Agreement: SMITHFIELD FOODS, INC. – Exhibit 2.1 EXHIBIT 2.1 SMITHFIELD FOODS, INC. - and - MAPLE LEAF FOODS INC. SHARE PURCHASE AGREEMENT September 24, 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 2 1.1 Definitions 2 1.2 _____________ SMITHFIELD FOODS, INC. – TABLE OF CONTENTS (continued) Page 14.5 Further Assurances 89 14.6 Counterparts 89 14.7 Facsimile Transmission 89 -v- THIS SHARE PURCHASE AGREEMENT is made September 24, 2003 BETWEEN: SMITHFIELD FOODS, INC. , a corporation governed by the laws of the Commonwealth of Virginia, (the “Vendor”) - and - MAPLE LEAF FOODS INC., a corporation governed by the laws of Canada, (the &# _____________ Smithfield Foods, Inc. – and maintained pursuant to a Collective Agreement and which are not maintained or administered by the Company, any of the Subsidiaries or any of their Affiliates; “Vendor” means Smithfield Foods, Inc. , a corporation governed by the laws of the Commonwealth of Virginia; “Vendor’s Schedules” has the meaning set forth in Section 11.17(a); and “ _____________ Smithfield Foods, Inc. – in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail: (a) in the case of a Notice to the Vendor at: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J.M. Poulson Facsimile (757) 365-3025 E-mail: dickpoulson@smithfieldfoods.com with a copy to McCarthy Tétrault LLP _____________ SMITHFIELD FOODS, INC. – FOODS, INC. By: /s/ Tom Muir Name: Tom Muir Title: Chief Financial Officer By: /s/ Rocco Cappuccitti Name: Rocco Cappuccitti Title: Senior Vice-President, Transactions and Administration, and Corporate Secretary SMITHFIELD FOODS, INC. By: /s/ Richard J. M. Poulson Name: Richard J. M. Poulson Title: Executive Vice President, General Counsel and Senior Advisor to the Chairman By: /s/ Michael H. Cole Name: _____________ dt 1474580 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Share Purchase Agreement: SMITHFIELD FOODS, INC. – Exhibit 2.1 EXHIBIT 2.1 SMITHFIELD FOODS, INC. - and - MAPLE LEAF FOODS INC. SHARE PURCHASE AGREEMENT September 24, 2003 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 2 1.1 Definitions 2 1.2 _____________ SMITHFIELD FOODS, INC. – TABLE OF CONTENTS (continued) Page 14.5 Further Assurances 89 14.6 Counterparts 89 14.7 Facsimile Transmission 89 -v- THIS SHARE PURCHASE AGREEMENT is made September 24, 2003 BETWEEN: SMITHFIELD FOODS, INC. , a corporation governed by the laws of the Commonwealth of Virginia, (the “Vendor”) - and - MAPLE LEAF FOODS INC., a corporation governed by the laws of Canada, (the &# _____________ Smithfield Foods, Inc. – and maintained pursuant to a Collective Agreement and which are not maintained or administered by the Company, any of the Subsidiaries or any of their Affiliates; “Vendor” means Smithfield Foods, Inc. , a corporation governed by the laws of the Commonwealth of Virginia; “Vendor’s Schedules” has the meaning set forth in Section 11.17(a); and “ _____________ Smithfield Foods, Inc. – in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail: (a) in the case of a Notice to the Vendor at: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J.M. Poulson Facsimile (757) 365-3025 E-mail: dickpoulson@smithfieldfoods.com with a copy to McCarthy Tétrault LLP _____________ SMITHFIELD FOODS, INC. – FOODS, INC. By: /s/ Tom Muir Name: Tom Muir Title: Chief Financial Officer By: /s/ Rocco Cappuccitti Name: Rocco Cappuccitti Title: Senior Vice-President, Transactions and Administration, and Corporate Secretary SMITHFIELD FOODS, INC. By: /s/ Richard J. M. Poulson Name: Richard J. M. Poulson Title: Executive Vice President, General Counsel and Senior Advisor to the Chairman By: /s/ Michael H. Cole Name: _____________ dt 1335047 ;	GS Credit Goldman Sachs Credit Partners LP ( Financial ) As referenced in this Share Purchase Agreement: Goldman Sachs Credit Partners, L. – position and all notes thereto, as reported upon by Ernst & Young LLP, Chartered Accountants, a copy of which is attached as Schedule 4.11; “Goldman Sachs” means Goldman Sachs Credit Partners, L. P.; “Governmental Authorities” means any government, regulatory authority, governmental department, agency, commission, board, bureau, tribunal, crown corporation, or court or other law, rule or regulation-making entity having _____________ dt 1552952 ; Toronto-Dominion Toronto-Dominion Bank ( Regional Banks ) As referenced in this Share Purchase Agreement: Toronto-Dominion Bank – shall be paid together with interest thereon calculated monthly from the Closing Date to the date of payment, at the rate per annum equal to the rate quoted by The Toronto-Dominion Bank on the Closing Date as the reference rate of interest it uses for determining interest rates on U.S. dollar commercial loans in Canada and designated as such bank’ _____________ dt 1447800
$42	Preview Subscribers	2002	Stock Purchase Agreement Stock Purchase Agreement (36K) Doc #144325: Click preview link for longer preview. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement dated November 16, 2001 ("Execution Date"), by and among Sumitomo Corporation of America, a New York corporation whose address is 600 Third Avenue, New York, New York 10016-2001("SCOA") and Daleco Resources Corporation, a Delaware corporation whose address is 120 North Church Street, West Chester, Pennsylvania 19380 ("DRC"). BACKGROUND WHEREAS, DRC is a publicly owned holding company, whose subsidiaries own oil and gas reserves, timber concessions, mineral leases, and a patent for environmental remediation, U.S. Patent No: 5,387,738 ("Patent"); and WHEREAS, as of the date hereof, DRC has 14,580,625 shares of common stock, par value $.01, issued and outstanding ("Common Stock") and 8,000 Class "A" and 898, 100 Class "B" shares of preferred stock, par value $.01 issued and outstanding ("Preferred Stock"); and WHEREAS, DRC's articles authorize 20,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock; and WHEREAS, SCOA is desirous of acquiring 640,000 shares of Common Stock at a price of $1.25 per share ("SCOA Stock"); and WHEREAS, SCOA is desirous of obtaining warrants for 1, 700,000 shares of Common Stock at an exercise price ranging from $2.00 to $3.00 per share ("SCOA Warrants"); and {Page} WHEREAS, As a condition to the purchase of the SCOA Stock, SCOA desires to acquire, and DRC desires to grant to SCOA, marketing and distribution rights to designated minerals owned and/or under lease to DRC and/or its subsidiaries, and to a patented remediation processes, all as set forth in greater detail herein; and WHEREAS, As a condition to the purchase of the SCOA Stock, SCOA has required that DRC enter into employment agreements with certain key officers of DRC, specifically: Mr. Gary J. Novinskie; Mr. Robert E. Martin; and Mr. Dov Amir; ("Key Man Contracts"); and WHEREAS, the Key Man Contracts are to be for a term of not less than three (3) years; and WHEREAS, DRC and SCOA are agreeable to the foregoing. NOW THEREFORE, in consideration of the mutual agreement and covenants set forth herein and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I INCORPORATION BY REFERENCE 1.1. The parties incorporate the Background provisions hereof as though same were set forth at length herein. Any conflict between the Background provisions and the body of this Agreement shall be resolved in favor of the language in the body of this Agreement. -2- {Page} ARTICLE II THE PURCHASE AND SALE OF STOCK 2.1. The Execution. This Agreement shall be executed by the parties hereto on the date set forth above, with Closing to take place on the Closing Date, as that term is defined in Paragraph 2.3 below 2.2. THE CLOSING. At the Closing of the transactions contemplated by this Agreement, and subject to the satisfaction of the conditions precedent and all the other terms and conditions set forth herein, DRC shall sell and deliver, and SCOA shall purchase the SCOA Stock and receive the SCOA Warrants. 2.3. CLOSING DATE. The date of the Closing ("Closing Date") shall be a date mutually agreeable to the parties hereto but in no event later than November 30, 2001. 2.4. PLACE OF CLOSING. The Closing shall take place at the offices of SCOA, 600 Third Avenue, New York, New York 10016-2001, or such other place as the parties mutually agree. ARTICLE III PURCHASE PRICE 3.1. The purchase price for the SCOA Stock shall be Eight Hundred Thousand Dollars ($800,000) payable in immediately available funds at Closing. 3.2. The purchase price for the SCOA Warrants shall range from $2.00 to $3.00 per share payable upon the exercise of a SCOA Warrant consistent with Article IV below. 144325	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – discussions with other trading companies for purposes of exploiting or developing any of DRC's businesses (or any business of any of its subsidiaries); or (b) meet with representatives of Smithfield Foods, Inc. , in connection with any of DRC's air, water or soil remediation products without the attendance of a representative of SCOA at any such meeting. 6.2. FILINGS. SCOA _____________ dt 1474572 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – discussions with other trading companies for purposes of exploiting or developing any of DRC's businesses (or any business of any of its subsidiaries); or (b) meet with representatives of Smithfield Foods, Inc. , in connection with any of DRC's air, water or soil remediation products without the attendance of a representative of SCOA at any such meeting. 6.2. FILINGS. SCOA _____________ dt 1335039 ;	Sumitomo Corporation of America; Daleco Resources Corp.
$50	Preview Subscribers	2001	Stock Purchase Agreement Stock Purchase Agreement (65K) Doc #1682190: Click preview link for longer preview. <DESCRIPTION>EXHIBIT 10.8 <TEXT> STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is made this 31ST day of May, 2001 (the "Agreement") among Pinnacle Foods, Inc., a Pennsylvania corporation (the "Corporation"), the shareholders listed on Exhibit A (collectively the "Shareholders"), and Smithfield Foods, Inc., a Virginia corporation ("Buyer"). RECITALS: A. The . . . 1682190	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – AGREEMENT is made this 31ST day of May, 2001 (the "Agreement") among Pinnacle Foods, Inc., a Pennsylvania corporation (the "Corporation"), the shareholders listed on Exhibit A (collectively the "Shareholders"), and Smithfield Foods, Inc. , a Virginia corporation ("Buyer"). RECITALS: A. The Corporation wishes to issue 13,003,494 shares of its common stock, representing 50% of the issued and outstanding shares of common _____________ Smithfield Foods, Inc. – 1 Notices. All notices and other communications required or permitted hereunder will be in writing (including telex, telefax or similar writing) and will be given: (a) If to Buyer, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J. M. Poulson, Esq. Tel. No.: (757) 365-3024 Fax: (757) 365-3025 with a copy to: McGuireWoods LLP One James _____________ SMITHFIELD FOODS, INC. – executed by all of the parties hereto. [The next page is the signature page.] 21 <PAGE> IN WITNESS WHEREOF the parties have caused this Agreement to be executed. SMITHFIELD FOODS, INC. By:________________________________ Name:______________________________ Title:_____________________________ [The signature page continues on the following page.] 22 <PAGE> PINNACLE FOODS, INC. By:________________________________ Name:______________________________ Title:_____________________________ [The signature _____________ dt 1675187 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – AGREEMENT is made this 31ST day of May, 2001 (the "Agreement") among Pinnacle Foods, Inc., a Pennsylvania corporation (the "Corporation"), the shareholders listed on Exhibit A (collectively the "Shareholders"), and Smithfield Foods, Inc. , a Virginia corporation ("Buyer"). RECITALS: A. The Corporation wishes to issue 13,003,494 shares of its common stock, representing 50% of the issued and outstanding shares of common _____________ Smithfield Foods, Inc. – 1 Notices. All notices and other communications required or permitted hereunder will be in writing (including telex, telefax or similar writing) and will be given: (a) If to Buyer, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J. M. Poulson, Esq. Tel. No.: (757) 365-3024 Fax: (757) 365-3025 with a copy to: McGuireWoods LLP One James _____________ SMITHFIELD FOODS, INC. – executed by all of the parties hereto. [The next page is the signature page.] 21 <PAGE> IN WITNESS WHEREOF the parties have caused this Agreement to be executed. SMITHFIELD FOODS, INC. By:________________________________ Name:______________________________ Title:_____________________________ [The signature page continues on the following page.] 22 <PAGE> PINNACLE FOODS, INC. By:________________________________ Name:______________________________ Title:_____________________________ [The signature _____________ dt 1686218 ;	Pennexx Foods Pennexx Foods Inc ; McGuireWoods McGuireWoods ( Legal ) As referenced in this Stock Purchase Agreement: McGuireWoods – d) Related Agreements. All Related Agreements shall have been executed and delivered by the appropriate parties. (e) Opinion of Counsel for Buyer. The Corporation shall have received an opinion from McGuireWoods LLP, counsel for Buyer, in a form reasonably satisfactory to t e Corporation. 15 <PAGE> (f) Consents and Approvals. The consents and approvals of all persons which _____________ McGuireWoods – Buyer, to: Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Richard J. M. Poulson, Esq. Tel. No.: (757) 365-3024 Fax: (757) 365-3025 with a copy to: McGuireWoods LLP One James Center 901 East Cary Street Richmond, Virginia 23219 Attention: T. Craig Harmon, Esq. Tel. No.: (804) 775-1097 Fax:(804) 698-2074 (b) If to the _____________ dt 1681835
$43	Preview Subscribers	2001	Stock Purchase Agreement Stock Purchase Agreement (36K) Doc #2190937: Click preview link for longer preview. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement dated November 16, 2001 ("Execution Date"), by and among Sumitomo Corporation of America, a New York corporation whose address is 600 Third Avenue, New York, New York 10016-2001("SCOA") and Daleco Resources Corporation, a Delaware corporation whose address is 120 North Church Street, West Chester, Pennsylvania 19380 ("DRC"). BACKGROUND WHEREAS, DRC is a publicly owned holding company, whose subsidiaries own oil . . . 2190937	Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – discussions with other trading companies for purposes of exploiting or developing any of DRC's businesses (or any business of any of its subsidiaries); or (b) meet with representatives of Smithfield Foods, Inc. , in connection with any of DRC's air, water or soil remediation products without the attendance of a representative of SCOA at any such meeting. 6.2. FILINGS. SCOA _____________ dt 1675188 ; Smithfield Foods Smithfield Foods, Inc. ( Food Processing ) As referenced in this Stock Purchase Agreement: Smithfield Foods, Inc. – discussions with other trading companies for purposes of exploiting or developing any of DRC's businesses (or any business of any of its subsidiaries); or (b) meet with representatives of Smithfield Foods, Inc. , in connection with any of DRC's air, water or soil remediation products without the attendance of a representative of SCOA at any such meeting. 6.2. FILINGS. SCOA _____________ dt 1686219 ;	Sumitomo Corp of America Sumitomo Corp of America