STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of April 15, 1994, among ConAgra, Inc., a
Delaware corporation ("Purchaser"), Universal Foods Corporation, a Wisconsin corporation ("Parent"), and
Universal Holdings, Inc., a Nevada corporation ("Seller").
(a) Universal Frozen Foods Company, an Oregon corporation (the "Company"), is engaged in the business of
processing and selling frozen potato products. Seller owns all of the issued and outstanding shares of capital
stock of the Company (the "Company Stock").
(b) The Company's headquarters are located in Boise, Idaho, and the Company's production facilities (the
"Facilities") are located at Twin Falls, Idaho (the "Idaho Facility"); Pasco, Washington (the "Washington
Facility"); and Hermiston, Oregon (the "Oregon Facility"). Purchaser desires to purchase the Company Stock
from Seller and Seller desires to sell the Company Stock to Purchaser upon the terms and conditions contained
(c) Seller is a wholly-owned subsidiary of Parent. Parent desires Seller to consummate the transactions
contemplated by this Agreement.
(d) Purchaser is willing to enter into and perform this Agreement only if the Seller and/or Parent agrees to pay
Purchaser certain amounts on the conditions contained in Section 14.3.
NOW, THEREFORE, in consideration of the recitals which are incorporated with and are made a contractual
part of this Agreement, and in further consideration of the mutual covenants and agreements herein contained, the
parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows:
1. Purchase and Sale of Stock. At Closing on the Closing Date (as defined in Section 5), Seller shall sell, transfer,
assign, convey and deliver to Purchaser, free and clear of all liens,claims and encumbrances, all of the Company
Stock, and Purchaser will accept and acquire the Company Stock from Seller.
2. Consideration. As consideration for the Company