Eagle Family Foods Inc Sample Contracts

Eagle Family Foods Inc – RETENTION FEE AGREEMENT (April 4th, 2007)

This RETENTION FEE AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of March, 2007, by and between Eagle Family Foods, Inc. (the “Company”) and Craig A. Steinke (the “Executive”).

Eagle Family Foods Inc – EAGLE FAMILY FOODS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (April 4th, 2007)

This Amendment No. 1 to the Employment Agreement (the “Amendment”) is made as of March 29th, 2007, by and between Eagle Family Foods, Inc., a Delaware corporation (the “Company”), and Craig A. Steinke (“Executive”).

Eagle Family Foods Inc – NINTH AMENDMENT TO FINANCING AGREEMENT (March 2nd, 2007)

THIS NINTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 27, 2007 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as Congress Financial Corporation (Central) (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Eagle Family Foods Inc – EAGLE FAMILY FOODS, INC. EMPLOYEE SEVERANCE AND RETENTION PLAN (February 15th, 2007)

Eagle Family Foods, Inc. (the “Company”) hereby adopts this plan to be known as “Eagle Family Foods, Inc. Employee Severance and Retention Plan” (the “Plan”), as hereinafter set forth. The Plan shall be effective as of February 9, 2007 (the “Effective Date”).

Eagle Family Foods Inc – EIGHTH AMENDMENT TO FINANCING AGREEMENT (August 22nd, 2006)
Eagle Family Foods Inc – MILK SUPPLY AGREEMENT (June 5th, 2006)

This Milk Supply Agreement (“Agreement”) is entered into as of the 23rd day of November, 2004, by and between Dairy Farmers of America, Inc., a Kansas cooperative marketing association (“Seller”) and Eagle Family Foods, Inc., a Delaware corporation (“Buyer”). Buyer desires to purchase unprocessed Grade “A” milk (“Demand Milk”) from Seller. Seller desires to supply all the quantities of Demand Milk to Buyer’s processing plant located in El Paso, Texas (the “Plant”).

Eagle Family Foods Inc – SECOND AMENDMENT TO FINANCING AGREEMENT (June 5th, 2006)
Eagle Family Foods Inc – Eagle Family Foods, Inc. Gahanna, Ohio 43230 Tolling Agreement (June 5th, 2006)

Reference is made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of November 23, 2004 by and among Dairy Farmers of America, Inc. (“DFA”) as Seller, Mid-Am Capital, L.L.C., Eagle Family Foods, Inc. (“Eagle”) as Buyer, and Eagle Family Foods Holdings, Inc., as Parent, pursuant to which Eagle will purchase DFA’s manufacturing plant located in El Paso, Texas (the “Plant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

Eagle Family Foods Inc – SEVENTH AMENDMENT TO FINANCING AGREEMENT (February 9th, 2006)
Eagle Family Foods Inc – SIXTH AMENDMENT TO FINANCING AGREEMENT (November 10th, 2005)

THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of November 9, 2005 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as Congress Financial Corporation (Central) (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Eagle Family Foods Inc – FIFTH AMENDMENT TO FINANCING AGREEMENT (August 30th, 2005)

THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) dated as of August 25, 2005 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and CONGRESS FINANCIAL CORPORATION (CENTRAL) (“Congress”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Eagle Family Foods Inc – FOURTH AMENDMENT TO FINANCING AGREEMENT (July 18th, 2005)

THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) dated as of July 14, 2005 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and CONGRESS FINANCIAL CORPORATION (CENTRAL) (“Congress”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Eagle Family Foods Inc – Contract (December 28th, 2004)

THIS NOTE WAS ORIGINALLY ISSUED ON DECEMBER 21, 2004, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Eagle Family Foods Inc – THIRD AMENDMENT TO FINANCING AGREEMENT (December 28th, 2004)
Eagle Family Foods Inc – Contract (December 28th, 2004)

THIS NOTE WAS ORIGINALLY ISSUED ON DECEMBER 23, 2004, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Eagle Family Foods Inc – FIRST SUPPLEMENTAL INDENTURE (December 28th, 2004)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 23, 2004, among EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Company”), EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Existing Guarantor”), MILNOT COMPANY, a Delaware corporation (the “New Guarantor”), a subsidiary of the Company, and THE BANK OF NEW YORK (the successor entity of IBJ Schroder Bank & Trust Company), as trustee under the indenture referred to below (the “Trustee”).

Eagle Family Foods Inc – MILNOT COMPANY STOCK PURCHASE AGREEMENT BY AND BETWEEN MILNOT HOLDING CORPORATION AND EAGLE FAMILY FOODS, INC. Dated as of December 23, 2004 (December 28th, 2004)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 23, 2004, by and between MILNOT HOLDING CORPORATION, a Delaware corporation (“Seller”), and EAGLE FAMILY FOODS, INC., a Delaware corporation (“Purchaser”).

Eagle Family Foods Inc – SECOND AMENDMENT TO FINANCING AGREEMENT (November 30th, 2004)

THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) dated as of November 23, 2004 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party hereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and CONGRESS FINANCIAL CORPORATION (CENTRAL) (“Congress”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Eagle Family Foods Inc – Eagle Family Foods, Inc. Gahanna, Ohio 43230 Tolling Agreement (November 30th, 2004)

Reference is made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of November 23, 2004 by and among Dairy Farmers of America, Inc. (“DFA”) as Seller, Mid-Am Capital, L.L.C., Eagle Family Foods, Inc. (“Eagle”) as Buyer, and Eagle Family Foods Holdings, Inc., as Parent, pursuant to which Eagle will purchase DFA’s manufacturing plant located in El Paso, Texas (the “Plant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

Eagle Family Foods Inc – EAGLE FAMILY FOODS HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (November 30th, 2004)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2004, among the investors listed from time to time on Schedule I hereto (the “Investors”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).

Eagle Family Foods Inc – CONTRIBUTION AND EXCHANGE AGREEMENT (November 30th, 2004)

This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into by and among the institutional stockholders listed on Schedule I hereto (the “Stockholders”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).

Eagle Family Foods Inc – RESTRICTED STOCK AGREEMENT UNDER THE EAGLE FAMILY FOODS HOLDINGS, INC. 1998 STOCK INCENTIVE PLAN (November 30th, 2004)

THIS AGREEMENT is made effective as of the 23rd day of November, 2004 between Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”), and Craig A. Steinke (the “Grantee”). Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Eagle Family Foods Holdings, Inc. 1998 Stock Incentive Plan (the “Plan”).

Eagle Family Foods Inc – CONTRIBUTION AND EXCHANGE AGREEMENT (November 30th, 2004)

This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into by and between Craig A. Steinke (the “Stockholder”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).

Eagle Family Foods Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 30th, 2004)

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of November, 2004, by and among Eagle Family Foods, Inc., a Delaware corporation (the “Company”), Eagle Family Foods Holdings, Inc., a Delaware corporation (“Holdings”), GE Investment Private Placement Partners II, a Limited Partnership (solely for purposes of Section 3.1), Warburg, Pincus Ventures, L.P., a Delaware limited partnership (solely for purposes of Section 3.1), Dairy Farmers of America Inc. (solely for purposes of Section 3.1), and Craig A. Steinke (“Executive”).

Eagle Family Foods Inc – EAGLE FAMILY FOODS HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 30th, 2004)

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of this 23rd day of November, 2004, by and among GE Investment Private Placement Partners II, a Limited Partnership (“GEI”), Warburg, Pincus Ventures, L.P., a Delaware limited partnership (“Warburg”), Dairy Farmers of America Inc. (“DFA” and, together with GEI and Warburg, the “Institutional Investors”); the individuals whose names and addresses appear from time to time on Schedule I hereto (the “Management Investors” and, together with the Institutional Investors, the “Investors”); and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof.

Eagle Family Foods Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EAGLE FAMILY FOODS HOLDINGS, INC. (November 30th, 2004)

Eagle Family Foods Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

Eagle Family Foods Inc – MILK SUPPLY AGREEMENT (November 30th, 2004)

This Milk Supply Agreement (“Agreement”) is entered into as of the 23rd day of November, 2004, by and between Dairy Farmers of America, Inc., a Kansas cooperative marketing association (“Seller”) and Eagle Family Foods, Inc., a Delaware corporation (“Buyer”). Buyer desires to purchase unprocessed Grade “A” milk (“Demand Milk”) from Seller. Seller desires to supply all the quantities of Demand Milk to Buyer’s processing plant located in El Paso, Texas (the “Plant”).

Eagle Family Foods Inc – DAIRY FARMERS OF AMERICA INC. as Seller, MID-AM CAPITAL, L.L.C., as an Affiliate of Seller, EAGLE FAMILY FOODS HOLDINGS, INC. as Parent and EAGLE FAMILY FOODS, INC. as Buyer (November 22nd, 2004)

THIS ASSET PURCHASE AGREEMENT, dated as of November 18, 2004, by and among Dairy Farmers of America Inc., a Kansas cooperative marketing association (the “Seller”), Mid-Am Capital, L.L.C., a Delaware limited liability company and Affiliate of the Seller (“Mid-Am”), Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Parent”) and Eagle Family Foods, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Buyer”).

Eagle Family Foods Inc – FIRST AMENDMENT TO FINANCING AGREEMENT (September 22nd, 2004)

** The Total Revolving B Credit Commitment shall be reduced to $53,000,000 on October 29, 2004, so long as Revolving A Availability is not less than $5,000,000 immediately after giving effect to such reduction.

Eagle Family Foods Inc – FINANCING AGREEMENT (March 25th, 2004)

Exhibit 99.1 FINANCING AGREEMENT Dated as of March 23, 2004 by and among EAGLE FAMILY FOODS HOLDINGS, INC., as Parent EAGLE FAMILY FOODS, INC., as Borrower, THE PARENT AND EACH SUBSIDIARY THEREOF LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, FORTRESS CREDIT OPPORTUNITIES I LP, as Collateral Agent and CONGRESS FINANCIAL CORPORATION (CENTRAL), as A

Eagle Family Foods Inc – ASSET PURCHASE AGREEMENT (October 3rd, 2001)

EXECUTION COPY ASSET PURCHASE AGREEMENT among EAGLE FAMILY FOODS, INC., EAGLE FAMILY FOODS HOLDINGS, INC., MOTT'S INC. and CADBURY BEVERAGES DELAWARE INC. Dated as of August 13, 2001 TABLE OF CONTENTS Page ---- SECTION 1. SALE OF ASSETS AND ASSUMPTION OF LIABILITIES.....................1 1.1. Sale of Assets...................................................1 1.2. Assets...........................................................2 1.3. Excluded Assets....

Eagle Family Foods Inc – =============================================================================== = NEWS RELEASE (August 14th, 2001)

Exhibit 99.1 [GRAPHIC OMITTED] ================================================================================ NEWS RELEASE For Immediate Release Contact: Craig Steinke Tel.: 614 501 4251 Eagle Family Foods to Sell ReaLemon and ReaLime Brands Gahanna, OH August 14th, 2001 Eagle Family Foods, Inc. ("Eagle") announced today it had agreed to sell the ReaLemon and ReaLime brands and related assets to Mott's Inc., a wholly-owned subsidiary of London-based Cadbury Schweppes plc for approximately $128 million. The ReaLemon and ReaLime brands had net sales of approximately $62 million in the fiscal year ended June 30, 2000. The transaction, which requires regulatory approval, is expected to be completed in early autumn. ReaLemon and ReaLime are the leading shelf-stable

Eagle Family Foods Inc – SUBSCRIPTION AGREEMENT (October 27th, 1999)

Exhibit 4.3 EAGLE FAMILY FOODS HOLDINGS, INC. SUBSCRIPTION AGREEMENT September 27, 1999 GE Private Placement Partners II, a Limited Partnership 3003 Summer Street Stamford, CT 06905 Attention: Andreas Hildebrand Warburg, Pincus Ventures, L.P. 466 Lexington Avenue 17th Floor New York, NY 10017 Attention: Kewsong Lee Gentlemen: This letter is being written for the purpose of setting forth the basic terms of the understandings between Eagle Family Foods Holdings, Inc., a Delaware corporation (the "Company"), and you in connection with the purchase by you and sale by the Company of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), warrants to purchase shares of Common Stock (the "Warrants") and shares of Series B Non-Voting Preferred Stock, par value $0.

Eagle Family Foods Inc – STOCKHOLDERS AGREEMENT (October 27th, 1999)

Exhibit 4.2 EAGLE FAMILY FOODS HOLDINGS, INC. FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT First Amendment to Stockholders Agreement, dated as of September 27, 1999, by and among GE Investment Private Placement Partners II, a Limited Partnership ("GEI"), Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Warburg" and, together with GEI, the "Institutional Investors"); the individuals whose names appear on Schedule I hereto, and Eagle Family Foods Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein but not defined, are used as defined in the Stockholders Agreement (as defined below). R E C I T A L S - - - - - - - - WHEREAS, the parties hereto have entered into that certain Stockholders Agreement, d

Eagle Family Foods Inc – REGISTRATION RIGHTS AGREEMENT (October 27th, 1999)

Exhibit 4.1 EAGLE FAMILY FOODS HOLDINGS, INC. FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT First Amendment to Registration Rights Agreement, dated as of September 27, 1999, by and among the Investors whose names appear on Schedule I hereto, and Eagle Family Foods Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein but not defined, are used as defined in the Registration Rights Agreement (as defined below). R E C I T A L S - - - - - - - - WHEREAS, the parties hereto have entered into that certain Registration Rights Agreement, dated as of January 23, 1998 (the "Registration Rights Agreement"); WHEREAS, the Company is concurrently herewith entering into Subscription Agreements with Warburg and GEI, d