Exhibit 10.12 PLEDGE AGREEMENTPledge Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
amongAsset Purchase Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
EXHIBIT 4.1 CONFORMED COPY AMENDMENT No. 3 dated as of June 30, 1999 (this "Amendment"), to the Credit Agreement dated as of January 23, 1998, as amended by Amendment No. 1 dated as of August 12, 1998, and Amendment No. 2 and Waiver dated as of...Eagle Family Foods Inc • September 24th, 1999 • New York
INDENTUREEagle Family Foods Inc • April 16th, 1998 • New York
Exhibit 4.6 EAGLE FAMILY FOODS HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of January 23, 1998, among the investors listed from time to time on Schedule I hereto (the "Investors") and Eagle Family Foods...Registration Rights Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
EMPLOYMENT AGREEMENT --------------------Employment Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
CREDIT AGREEMENT dated as of January 23, 1998 among EAGLE FAMILY FOODS, INC., as Borrower, EAGLE FAMILY FOODS HOLDINGS, INC., The Lenders Party Hereto, THE CHASE MANHATTAN BANK, as Administrative Agent, Collateral Agent, Issuing Bank and Swingline...Eagle Family Foods Inc • April 16th, 1998 • New York
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • October 27th, 1999 • Eagle Family Foods Inc • New York
CREDIT AGREEMENT dated as of January 23, 1998 among EAGLE FAMILY FOODS, INC., as Borrower, EAGLE FAMILY FOODS HOLDINGS, INC., The Lenders Party Hereto, THE CHASE MANHATTAN BANK, as Administrative Agent, Collateral Agent, Issuing Bank and Swingline...Eagle Family Foods Inc • February 2nd, 1999 • New York
CONFORMED COPY EAGLE FAMILY FOODS, INC. Employment Agreement, dated as of the 31st day of March, 2000, between Eagle Family Foods, Inc. (the "Company"), Eagle Family Foods Holdings, Inc. ("Holdings") and Mark J. Greatrex (the "Employee"). Witnesseth:...Employment Agreement • September 12th, 2001 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
EXHIBIT 10.3 ASSIGNMENT OF TRADEMARK LICENSE AGREEMENT ----------------------------------------- THIS ASSIGNMENT is effective this 23rd day of January, 1998 ("Effective Date"), from BORDEN FOODS CORPORATION, a Delaware corporation ("Assignor") to...License Agreement • June 2nd, 1998 • Eagle Family Foods Inc • Delaware
FIRST AMENDMENT TORegistration Rights Agreement • October 27th, 1999 • Eagle Family Foods Inc • New York
115,000,000 8 3/4% Senior Subordinated Notes due 2008Eagle Family Foods Inc • April 16th, 1998 • New York
EXHIBIT 10.1 CONFORMED COPY EAGLE FAMILY FOODS, INC. Employment Agreement, dated as of the 16th day of December, 1997, between Eagle Family Foods, Inc.(the "Company"), Eagle Family Foods Holdings, Inc. ("Holdings") and Jonathan F. Rich (the...Employment Agreement • September 6th, 2000 • Eagle Family Foods Inc • New York
EXHIBIT 10.9 EAGLE FAMILY FOODS, INC. Employment Agreement, dated as of the 19th day of January, 1998, between Eagle Family Foods, Inc. (the "Company"), Eagle Family Foods Holdings, Inc. ("Holdings") and Tamar Bernbaum (the "Employee"). Witnesseth:...Employment Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
EAGLE FAMILY FOODS HOLDINGS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
ARTICLE I DEFINITIONS -----------Trademark License Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
EXHIBIT 10.10 EAGLE FAMILY FOODS, INC. EMPLOYMENT AGREEMENT, dated as of the 12th day of January, 1998, between Eagle Family Foods, Inc.(the "Company"), Eagle Family Foods Holdings, Inc. ("Holdings") and Richard A. Lumpp (the "Employee"). Witnesseth:...Employment Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
EXHIBIT 10.8 EAGLE FAMILY FOODS, INC. Employment Agreement, dated as of the 16th day of February, 1998, between Eagle Family Foods, Inc. (the "Company"), Eagle Family Foods Holdings, Inc. ("Holdings") and Craig A. Steinke (the "Employee"). Witnesseth:...Employment Agreement • April 16th, 1998 • Eagle Family Foods Inc • New York
f) For a period of 30 consecutive days (the "First Cleandown --------------- Period") chosen at the option of the Borrower and occurring during the ------ Cleandown Availability Period commencing on December 1, 2001, Holdings and the Borrower shall...Consent And • September 12th, 2001 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
Exhibit 4.1 AMENDMENT NO. 8, CONSENT, WAIVER AND AGREEMENT dated as of December 18, 2003 (this "Amendment"), to the Credit Agreement dated as of January 23, 1998, as amended by Amendment No. 1 dated as of August 12, 1998, Amendment No. 2 and Waiver...Waiver and Agreement • February 13th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
Exhibit 4.3 EAGLE FAMILY FOODS HOLDINGS, INC. SUBSCRIPTION AGREEMENTEagle Family Foods Inc • October 27th, 1999 • New York
amongAsset Purchase Agreement • October 3rd, 2001 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
by and amongFinancing Agreement • March 25th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
EXHIBIT 4.1 CONFORMED COPY AMENDMENT No. 5 AND AGREEMENT dated as of January 26, 2001 (this "Amendment"), to the Credit Agreement dated as of January 23, 1998, as amended by Amendment No. 1 dated as of August 12, 1998, Amendment No. 2 and Waiver dated...5 and Agreement • February 12th, 2001 • Eagle Family Foods Inc • New York
MILNOT COMPANY STOCK PURCHASE AGREEMENT BY AND BETWEEN MILNOT HOLDING CORPORATION AND EAGLE FAMILY FOODS, INC. Dated as of December 23, 2004Stock Purchase Agreement • December 28th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
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”).
SEVENTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • February 9th, 2006 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 30th, 2005 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
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 HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
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.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
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. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products
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”).
RETENTION FEE AGREEMENTRetention Fee Agreement • April 4th, 2007 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
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 HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
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”).
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 BuyerAsset Purchase Agreement • November 22nd, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
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”).
RESTRICTED STOCK AGREEMENT UNDER THE EAGLE FAMILY FOODS HOLDINGS, INC.Restricted Stock Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
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”).
