EX-4.7 13 d00117exv4w7.txt SUPPLEMENTAL INDENTURE EXHIBIT 4.7 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 ------------------------------- SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 14, 2002 TO INDENTURE DATED AS OF SEPTEMBER 19, 2002 ------------------------------- 12 1/2% SENIOR SUBORDINATED NOTES DUE JANUARY 1, 2010 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 12 1/2% Senior Notes due January 1, 2010 (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/ DANNY C. HERRON ------------------------------- Name: Danny C. Herron Title: Vice President S&C RESALE COMPANY, as Guarantor By: /s/ DANNY C. HERRON ------------------------------- Name: Danny C. Herron Title: Vice President THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., as Trustee By: /s/ JOHN C. STOHLMANN ------------------------------- Name: John C. Stohlmann Title: Vice President