Exchange Agency Agreement

EXHIBIT 10.1


EXCHANGE AGENCY AGREEMENT


THIS AGREEMENT is entered into as of March 28, 1997, between IBJ Schroder Bank & Trust Company, a banking corporation organized under the laws of the State of New York, as Exchange Agent (the "Agent"), and Gorges Quik-to-Fix Foods, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer").


The Issuer has heretofore issued $100,000,000 in aggregate principal amount of their 11 1/2% Senior Subordinated Notes Due 2006 (the "Original Notes"). The Issuer now proposes to offer to exchange $1,000 principal amount of their 11 1/2% Senior Subordinated Notes Due 2006, Series B (the "New Notes") for each $1,000 principal amount of the outstanding Original Notes. Such offer to exchange the New Notes for the outstanding Original Notes (the "Exchange Offer") shall be made upon the terms and subject to the conditions set forth in a Prospectus of the Issuer dated March 28, 1997 (the "Exchange Offer Prospectus") and a related Letter of Transmittal (the "L/T") in the form attached hereto. The effective date of the Exchange Offer shall be March 28, 1997, and the termination date of the Exchange Offer shall be April 28, 1997.


Subject to the provisions hereof, the Issuer hereby appoints and the Agent hereby accepts, the appointment as Agent for the purposes of receiving, accepting for delivery and otherwise acting upon tenders of the Original Notes in accordance with the provisions of the L/T and with the terms and conditions set forth herein.


The Agent has received the following documents in connection with its appointment:


(1) L/T
(2) Specimen Original Note


The Agent shall receive from IBJ Schroder Bank & Trust Company, in its capacity as the registrar for the Original Notes (the "Registrar") no later than 5:00 p.m., New York City Time, on the effective date (as specified above) a list of all holders of Original Notes eligible to participate in the Exchange Offer, which list shall include the principal amount of Original Notes owned of record by each such holder. The Registrar will also promptly notify the Agent of any changes in the registered ownership of the Original Notes during the Exchange Offer.


The Agent is authorized and hereby agrees to act as follows:


(a) to receive all tenders of Original Notes made pursuant to the L/T and
stamp the L/T with the day, month and approximate time of receipt;


(b) to examine each L/T and Original Note received to determine that all
requirements for a valid tender set forth in the L/T have been met;


(c) to take such actions necessary and appropriate to correct any
irregularity or deficiency associated with any tender which does not
meet the requirements in the L/T;


(d) to follow instructions of A. Scott Letier, Chief Financial Officer of
the Company, with respect to the waiver of any irregularities or
deficiencies associated with any tender;


(e) to render a written report, in the form of Exhibit A attached hereto,
on each business day that Original Notes are tendered during the
Exchange Offer and promptly confirm, by telephone, the information
contained therein to A. Scott Letier (each such report shall be
delivered by facsimile (No. 972/907-7658) followed by mailing of the
original);


(f) to return to the presenters, in accordance with the provisions of the
L/T, any Original Notes that were not received in proper order and as
to which irregularities or deficiencies were not cured or waived;


(g) to deliver by First Class Mail, postage prepaid, the consideration to
which the presenters are entitled, at the addresses specified in the
L/Ts as soon as practicable after the receipt thereof;


(h) to determine that an endorsements, guarantees, signatures,
authorities, stock transfer taxes (if any) and such other requirements
are fulfilled in connection with any request for issuance of the
consideration in a name other than that of the registered owner of the
Original Notes;


(i) to deliver to the Registrar all certificates received under the
Exchange Offer, together with any related assignment forms and other
documents; and


(j) to follow and act upon any written amendment, modification or
supplement to this Agreement, any of which may be given to the
Authority by the designated officer of the Company or such other as it
may designate in writing.


The Agent shall:


(a) have no duties or obligations under this Agreement other than those
specifically set forth herein;


(b) not be required to refer to any documents for the performance of its
obligations hereunder other than this Agreement, the L/T and the
documents required to be submitted with the L/T; except to the extent
set forth in such documents, the Agent will not be responsible or
liable for any


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directions or information in the Exchange Offer prospectus or any
other document unless the Agent specifically agrees thereto in
writing;


(c) not be required to act on the directions of any person unless the
Company provides a corporate resolution to the Agent or other evidence
satisfactory to the Agent of the authority of such person;


(d) not be required to and shall make no representations and have no
responsibilities as to the validity, accuracy, value or genuineness of
(i) the Exchange Offer, (ii) ...