10.25% Convertible Senior Subordinated Notes due 2010

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                                                                    EXHIBIT 10.1

                               SWIFT FOODS COMPANY

                             1770 PROMONTORY CIRCLE

                             GREELEY, COLORADO 80634

March ____, 2005

S&C Holdco 3, Inc.

1770 Promontory Circle

Greeley, Colorado   80634

Ladies and Gentlemen:

      Reference is made to (i) the sale of $75,000,000 aggregate principal

amount of 10.25% Convertible Senior Subordinated Notes due 2010 (the

"Convertible Notes") of Swift Foods Company, a Delaware corporation ("SFC"),

issued under an indenture (the "Convertible Notes Indenture") dated as of the

date hereof among SFC, the Guarantor listed on the signature pages thereto, and

The Bank of New York Trust Company, N.A., as trustee, and (ii) the sale of

$105,000,000.00 aggregate principal amount of 11.00% Senior Notes due 2010 (the

"Senior Notes") of S&C Holdco 3, Inc., a Delaware corporation ("Holdco 3"),

i