Southern Foods Group L P Sample Contracts

Southern Foods Group L P – AGREEMENT OF LIMITED PARTNERSHIP (January 18th, 2000)

1 EXHIBIT 3.1 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHERN FOODS GROUP, L.P. 2 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SOUTHERN FOODS GROUP, L.P. TABLE OF CONTENTS Page ---- ARTICLE I GENERAL 1.1 Continuation...........................

Southern Foods Group L P – CREDIT AGREEMENT (January 18th, 2000)

1 EXHIBIT 10.1 ------------------------------------------------------------------------------- CREDIT AGREEMENT among SUIZA FLUID DAIRY GROUP, L.P. and SOUTHERN FOODS GROUP, L.P., as Borrowers, CERTAIN OF THE DOMESTIC SUBSIDIARIES OF THE PARENT BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, FIRST UNION NATIONAL BANK, as Administrative Agent, BANK ONE, NA, as Syndication Agent and BANK OF AMERICA, N

Southern Foods Group L P – NEWS RELEASE (January 18th, 2000)

1 EXHIBIT 99.1 [SUIZA FOODS LOGO] NEWS RELEASE Contact: Cory Olson Vice President and Treasurer (214) 303-3645 FOR IMMEDIATE RELEASE -------------------------------------------------------------------------------- SUIZA FOODS COMPLETES ACQUISITION OF SOUTHERN FOODS GROUP AND RELEASES UPDATED SHARE REPURCHASE DATA DALLAS, TEXAS, January 4, 2000 - Suiza Foods Corporation (NYSE:SZA) announced today the completion of its acquisition of Southern Foods Group, L.P. Southern Foods, whose well-known regional dairy brands include Meadow Gold(R), rights to Borden(R), Elsie(R), and Foremost(R) in several states, Oak Farms(R), Schepps(R) Barbe's(R), Brown's Velvet Dairy(R), and Hygeia(R), is the nation's third largest fluid

Southern Foods Group L P – EXECUTIVE MEDICAL AGREEMENT (May 14th, 1999)

1 EXHIBIT 10.45 SOUTHERN FOODS GROUP, L.P. EXECUTIVE MEDICAL AGREEMENT THIS AGREEMENT is made this ___ day of March, 1999, by and between Southern Foods Group, L.P., a Delaware limited partnership (the "Company"), and Pete Schenkel (the "Executive"). WHEREAS, the Executive is a senior executive of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. Executive Medical Coverage. Effective upon the Executive's termination of employment (as defined in Section 2 below) for any reason, the Company will arrange to provide the Executive and the Executive's spouse (the "Executive's Spouse") with medical coverage for a

Southern Foods Group L P – AND NON-COMPETITION AGREEMENT (May 14th, 1999)

1 EXHIBIT 10.42 EXECUTION COPY RELEASE OF CLAIMS, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Release of Claims, Confidentiality and Non-Competition Agreement ("Agreement") is made and entered into as of April 6, 1999, by and between Southern Foods Group, L.P., a Delaware limited partnership (the "Partnership"), and Anthony R. Ward ("Ward"). WHEREAS, Ward is a party to that certain Executive Employment Agreement dated as of the 4th day September, 1997 between the Partnership and Ward (the "Existing Employment Agreement"); and WHEREAS, Ward is presently the Vice Chairman of the Partnership, and the parties desire to enter into this agreement (i) to further protect and maintain the trade secrets and confidential proprietary information of the Partnership, (ii) to pro

Southern Foods Group L P – CHANGE IN CONTROL AGREEMENT (May 14th, 1999)

1 EXHIBIT 10.43 EXECUTION COPY CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this "Agreement") is made and entered into as of April 6, 1999, by and between Southern Foods Group, L.P., a Delaware limited partnership (the "Partnership"), Dairy Farmers of America, Inc., a Kansas cooperative marketing association ("DFA"), Pete Schenkel ("Schenkel"), and Anthony R. Ward ("Ward"). WHEREAS, Ward has made substantial contributions to the increase that has occurred in the value of the Partnership and its business operations, and the Partnership desires to reward Ward and align his personal financial interests with those of the Partnership and its partners by entering into this Agreement; and WHEREAS, Schenkel and DFA are hereinafter referred to collectively as the "Partners"; and