EXHIBIT 10.19 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of May 5, 1998, made by CFP Holdings, Inc. ("Pledgor") to Fleet Capital Corporation (the "Pledgee"). BACKGROUND TO THE AGREEMENT Pledgee and each of Custom Food Products, Inc., QF Acquisition...Pledge Agreement • June 25th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • New York
TOLoan and Security Agreement • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products • New York
EMPLOYMENT AGREEMENT dated as of March 31, 2000, between CFP GROUP, INC., a Delaware corporation (the "Company"), and ERIC W. EK (the "Executive"). The Company and the Executive are parties to the Employment Agreement dated as of December 31, 1996...Employment Agreement • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products • California
STOCKHOLDERS' AGREEMENT dated as of December 31, 1996, among CFP GROUP, INC., a Delaware corporation (the "Corporation"), and the STOCKHOLDERS of the Corporation identified on Annex I (each, a "Stockholder" and, collectively, the "Stockholders"). Each...Stockholders' Agreement • March 24th, 1997 • CFP Holdings Inc • Delaware
QFAC, LLCOperating Agreement • August 10th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • Delaware
CONFORMED COPY] CFP HOLDINGS, INC. CFP GROUP, INC. CUSTOM FOOD PRODUCTS, INC. QF ACQUISITION CORP. $115,000,000 115/8% SENIOR GUARANTEED NOTES DUE 2004 PURCHASE AGREEMENT January 23, 1997 NationsBanc Capital Markets, Inc. NationsBank Corporate Center,...CFP Holdings Inc • March 24th, 1997 • New York
CFP GROUP, INC.CFP Holdings Inc • August 10th, 1999 • Sausages & other prepared meat products
EMPLOYMENT AGREEMENT dated as of December 31, 1996, between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and ROBERT D. GIOIA (the "Executive"). Reference is made to the Securities Purchase Agreement dated as of December 31, 1996 (the...Employment Agreement • March 24th, 1997 • CFP Holdings Inc • New York
ARTICLE ONEIndenture • March 24th, 1997 • CFP Holdings Inc • New York
CONSULTING AGREEMENT dated as of June 30, 1998, between ROBERT D. GIOLA (the "Consultant") and CFP HOLDINGS, INC., a Delaware corporation (the "Company"). The Company and the Consultant are parties to an Employment Agreement (the "Employment...Consulting Agreement • November 6th, 1998 • CFP Holdings Inc • Sausages & other prepared meat products • New York
AMENDMENT NO. 1 dated as of September 15, 1997 between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and DAVID COHEN (the "Executive"). The Company and the Executive are parties to an Employment Agreement dated as of December 31, 1996...CFP Holdings Inc • June 26th, 1998 • Sausages & other prepared meat products
SECURITIES PURCHASE AGREEMENT dated as of December 31, 1996, among QUALITY FOODS, L.P., a Delaware limited partnership (the "Partnership"), all the partners of the Partnership as listed on Schedule I hereto (The "Partners"), all the stockholders of QF...Securities Purchase Agreement • March 24th, 1997 • CFP Holdings Inc • New York
EMPLOYMENT AGREEMENT dated as of December 31, 1996, between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and DAVID COHEN (the "Executive"). Reference is made to the Securities Purchase Agreement dated as of December 31, 1996 (the...Employment Agreement • March 24th, 1997 • CFP Holdings Inc • New York
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT (Membership Interest) This PLEDGE AND SECURITY AGREEMENT, made this ___ day of June, 1999 between CFP HOLDINGS, INC., a Delaware corporation, ("Pledgor") and FLEET CAPITAL CORPORATION ("Lender"). BACKGROUND...Pledge and Security Agreement • August 10th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • New York
EMPLOYMENT AGREEMENT dated as of March 31, 2000, between CFP GROUP, INC., a Delaware corporation (the "Company"), and RON GALLO (the "Executive"). The Company and the Executive desire to enter into this Agreement to continue the employment...Employment Agreement • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products • New York
CFP GROUP, INC. CFP HOLDINGS, INC. AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 15, 1997 and entered into by and among CFP HOLDINGS, INC., a Delaware corporation ("Borrower"), CFP GROUP, INC., a...Credit Agreement • August 8th, 1997 • CFP Holdings Inc • Sausages & other prepared meat products • New York
EMPLOYMENT AGREEMENT dated as of March 9, 1998, between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and William G. Delchiaro (the "Executive"). The Company desires to employ the Executive as President and Chief Executive Officer of QF...Employment Agreement • June 26th, 1998 • CFP Holdings Inc • Sausages & other prepared meat products • New York
Exhibit 10.5 EMPLOYMENT AGREEMENT dated as of December 31, 1996, between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and RICHARD W. GRIFFITH (the "Executive").Employment Agreement • March 24th, 1997 • CFP Holdings Inc • California
New York, New York January 28, 1997 NationsBanc Capital Markets, Inc. NationsBank Corporate Center 100 North Tryon Street, NC1-007-07-01 Charlotte, North Carolina 28255-0001 Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York,...CFP Holdings Inc • March 24th, 1997 • New York
CFP GROUP, INC. CFP HOLDINGS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 1997 • CFP Holdings Inc • Sausages & other prepared meat products • New York
CONTRACT BETWEENContract • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products
BY-LAWS ---------------------------CFP Holdings Inc • March 24th, 1997
Master Lease THIS MASTER LEASE dated as of April 18, 2000, is entered into by and between The CIT Group/Equipment Financing, Inc. ("Lessor"), having a place of business at 900 Ashwood Parkway, Atlanta, GA 30338, and QFAC, LLC. ("Lessee"), having a...Master Lease • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products
MANAGEMENT CONSULTING AGREEMENT dated as of December 31, 1996, between CFP HOLDINGS, INC., a Delaware corporation (the "Company"), and FIRST ATLANTIC CAPITAL, LTD., a Delaware corporation (the "Consultant").Management Consulting Agreement • March 24th, 1997 • CFP Holdings Inc • New York
CFP GROUP, INC. CFP HOLDINGS, INC.Credit Agreement • February 10th, 1998 • CFP Holdings Inc • Sausages & other prepared meat products • New York
Exhibit 4.3 CFP GROUP, INC. CFP HOLDINGS, INC. CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of December 30, 1996 and entered into by and among CFP HOLDINGS, INC., a Delaware corporation ("Borrower"), CFP GROUP, INC., a Delaware corporation...Credit Agreement • March 24th, 1997 • CFP Holdings Inc • New York
Exhibit 2Exhibit 2 • August 10th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • Delaware
EXHIBIT 10.16 TRADEMARK COLLATERAL SECURITY AGREEMENT THIS TRADEMARK COLLATERAL SECURITY AGREEMENT is made as of the ___ day of May, 1999, by and between QF ACQUISITION CORP. (d/b/a Quality Foods), a Delaware corporation having its chief executive...Collateral Security Agreement • June 25th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • New York
Master Lease THIS MASTER LEASE dated as of April 18, 2000, is entered into by and between The CIT Group/Equipment Financing, Inc. ("Lessor"), having a place of business at 900 Ashwood Parkway, Atlanta, GA 30338, and Custom Food Products, Inc....Master Lease • June 23rd, 2000 • CFP Holdings Inc • Sausages & other prepared meat products
LOGO] AIRCFP Holdings Inc • March 24th, 1997
Exhibit 10.1 AMENDMENT AND ASSUMPTION AGREEMENT AMENDMENT AND ASSUMPTION AGREEMENT ("Agreement") dated as of June __, 1999 by and between QF ACQUISITION CORP., a corporation organized under the laws of the State of Delaware ("QFAC"), QFAC, LLC, a...Amendment and Assumption Agreement • August 10th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • New York
EXHIBIT 10.17 PATENT COLLATERAL SECURITY AGREEMENT THIS PATENT COLLATERAL SECURITY AGREEMENT is made as of the ____ day of May, 1999, by and between QF ACQUISITION CORP. (d/b/a Quality Foods), a Delaware corporation having its chief executive office...Patent Collateral Security Agreement • June 25th, 1999 • CFP Holdings Inc • Sausages & other prepared meat products • New York
Exhibit 10.10 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION Standard Industrial Lease 1. Parties. This Lease dated for reference purposes only April 27, 1981, is made by and between PHILIP E. BAUER PROPERTIES (herein called "Lessor") and BEST WESTERN...CFP Holdings Inc • March 24th, 1997 • California
QFAC, LLCCFP Holdings Inc • August 10th, 1999 • Sausages & other prepared meat products
