Michael Foods Inc/New Sample Contracts

Michael Foods Inc/New – AGREEMENT AND PLAN OF MERGER BY AND AMONG M-FOODS HOLDINGS, INC. MFI MIDCO CORPORATION, MFI ACQUISITION CORPORATION, AND MICHAEL FOODS INVESTORS, LLC Dated as of May 20, 2010 (May 21st, 2010)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 20, 2010 among (i) MFI Midco Corporation, a Delaware corporation (“Parent”), (ii) MFI Acquisition Corporation, a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) M-Foods Holdings, Inc. a Delaware corporation (the “Company”), and (iv) Michael Foods Investors, LLC, solely as representative for the Company’s stockholders (the “Representative”).

Michael Foods Inc/New – FOURTH AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (March 25th, 2010)

This FOURTH AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this December 21, 2009, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended to date (the “Securityholders Agreement”).

Michael Foods Inc/New – MICHAEL FOODS INVESTORS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 21, 2009 (March 25th, 2010)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Michael Foods Investors, LLC, dated and effective as of December 21, 2009 (this “Agreement”), is adopted and agreed to by and among Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, 1997 Thomas H. Lee Nominee Trust, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I, LLC, Putnam Investments Employees’ Securities Company II, LLC (collectively the “THL Holders”), the Persons listed on Schedule A attached hereto who executed the Original Agreement (as defined below) or a joinder to this Agreement prior to the date hereof, and each other Person who hereafter at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to THL or any other Member shall include such Member’s Successors in Interest t

Michael Foods Inc/New – INDEMNITY AGREEMENT (November 13th, 2009)

THIS AGREEMENT is made as of the 23rd day of October, 2009, by and between MICHAEL FOODS, INC., a Delaware corporation (together with its subsidiaries, the “Corporation”) and James E. Dwyer, Jr. (“Indemnitee”), a director and/or officer (defined to include key employees) of the Corporation.

Michael Foods Inc/New – SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENT (November 13th, 2009)

THIS SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 23, 2009, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and Carolyn V. Wolski (the “Executive”).

Michael Foods Inc/New – THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (November 13th, 2009)

This THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this October 23, 2009, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended to date (the “Securityholders Agreement”).

Michael Foods Inc/New – SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENT (November 13th, 2009)

THIS SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 23, 2009, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and Mark W. Westphal (the “Executive”).

Michael Foods Inc/New – SENIOR MANAGEMENT CLASS G UNIT SUBSCRIPTION AGREEMENT (November 13th, 2009)

THIS SENIOR MANAGEMENT CLASS G UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 23, 2009, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and James E. Dwyer, Jr. (the “Executive”).

Michael Foods Inc/New – MICHAEL FOODS INVESTORS, LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 23, 2009 (November 13th, 2009)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Michael Foods Investors, LLC, dated and effective as of October 23, 2009 (this “Agreement”), is adopted and agreed to by and among Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, 1997 Thomas H. Lee Nominee Trust, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I, LLC, Putnam Investments Employees’ Securities Company II, LLC (collectively the “THL Holders”), the Persons listed on Schedule A attached hereto who executed the Original Agreement (as defined below) or a joinder to this Agreement prior to the date hereof, and each other Person who hereafter at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to THL or any other Member shall include such Member’s Successors in Interest t

Michael Foods Inc/New – EMPLOYMENT AGREEMENT (November 13th, 2009)

AGREEMENT, dated as of the 23rd day of October, 2009, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), James E. Dwyer, Jr. (the “Executive”), and for the purposes of Section 2(c) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Holdings”).

Michael Foods Inc/New – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2009 among MICHAEL FOODS, INC., as the Borrower, M-FOODS HOLDINGS, INC., BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BANC OF AMERICA SECURITIES LLC as Lead Arranger and Book Manager, COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Syndication Agent, and BANK OF TOKYO- MITSUBISHI UFJ TRUST COMPANY and NORTHWEST FARM CREDIT SERVICES, PCA, as Co- Documentation Agents (August 14th, 2009)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 1, 2009, among MICHAEL FOODS, INC., a Delaware corporation (the “Borrower”), M-FOODS HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Syndication Agent, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY and NORTHWEST FARM CREDIT SERVICES, PCA, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Michael Foods Inc/New – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2009 among MICHAEL FOODS, INC., as the Borrower, M-FOODS HOLDINGS, INC., BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BANC OF AMERICA SECURITIES LLC as Lead Arranger and Book Manager, COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Syndication Agent, and BANK OF TOKYO- MITSUBISHI UFJ TRUST COMPANY and NORTHWEST FARM CREDIT SERVICES, PCA, as Co- Documentation Agents (May 5th, 2009)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 1, 2009, among MICHAEL FOODS, INC., a Delaware corporation (the “Borrower”), M-FOODS HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Syndication Agent, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY and NORTHWEST FARM CREDIT SERVICES, PCA, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Michael Foods Inc/New – ADDENDUM TO EMPLOYMENT AGREEMENT JOHN REEDY DECEMBER 9, 2008 (March 24th, 2009)

WHEREAS, Michael Foods, Inc. (the “Company”), M-Foods Holdings, Inc. (F.K.A. THL Food Products Holding Co.) and the Executive have previously entered into an Employment Agreement, dated as of November 20, 2003 (the “2003 Agreement”).

Michael Foods Inc/New – ADDENDUM TO EMPLOYMENT AGREEMENT GREGG OSTRANDER DECEMBER 9, 2008 (March 24th, 2009)

WHEREAS, Michael Foods, Inc. (the “Company”), M-Foods Holdings, Inc. (F.K.A. THL Food Products Holding Co.) and the Executive have previously entered into an Employment Agreement, dated as of November 20, 2003 (the “2003 Agreement”).

Michael Foods Inc/New – EMPLOYMENT AGREEMENT (March 24th, 2009)

AGREEMENT, dated as of the 1st day of July, 2008, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), and Mark Westphal (the “Executive”).

Michael Foods Inc/New – ADDENDUM TO EMPLOYMENT AGREEMENT DAVID JOHNSON DECEMBER 23, 2008 (March 24th, 2009)

WHEREAS, Michael Foods, Inc. (the “Company”), Michael Foods Investors, LLC. and the Executive have previously entered into an Employment Agreement, dated as of April 2, 2007 (the “Agreement”).

Michael Foods Inc/New – ADDENDUM TO EMPLOYMENT AGREEMENT THOMAS JAGIELA DECEMBER 9, 2008 (March 24th, 2009)

WHEREAS, Michael Foods, Inc. (the “Company”), M-Foods Holdings, Inc., Michael Foods Investors, LLC. and the Executive have previously entered into an Employment Agreement, dated as of April 9, 2008 (the “Agreement”).

Michael Foods Inc/New – ADDENDUM TO EMPLOYMENT AGREEMENT MARK WESTPHAL DECEMBER 9, 2008 (March 24th, 2009)

WHEREAS, Michael Foods, Inc. (the “Company”) and the Executive have previously entered into an Employment Agreement, dated as of July 1, 2008 (the “Agreement”).

Michael Foods Inc/New – SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (May 12th, 2008)

THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 9, 2008, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”), and Thomas J. Jagiela (the “Executive”).

Michael Foods Inc/New – SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (May 12th, 2008)

This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of a majority of the outstanding Class A Units of the Company. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Michael Foods Investors, LLC Amended and Restated Limited Liability Company Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that First Amendment to Michael Foods Investors, LLC Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).

Michael Foods Inc/New – AMENDMENT NO. 1 TO M-FOODS HOLDINGS, INC. AMENDED AND RESTATED 2003 STOCK OPTION PLAN (May 12th, 2008)
Michael Foods Inc/New – INDEMNITY AGREEMENT (May 12th, 2008)

THIS AGREEMENT is made as of the 9th day of April, 2008, by and between MICHAEL FOODS, INC., a Delaware corporation (together with its subsidiaries, the “Corporation”) and Thomas J. Jagiela (“Indemnitee”), a director and/or officer (defined to include key employees) of the Corporation.

Michael Foods Inc/New – SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (May 12th, 2008)

This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that certain First Amendment to Michael Foods Investors, LLC Securityholders Agreement dated as of April 2, 2007 (the “Securityholders Agreement”).

Michael Foods Inc/New – EMPLOYMENT AGREEMENT (May 12th, 2008)

AGREEMENT, dated as of the 9th day of April, 2008, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (inclusive of its successors and assigns, the “Company”), Thomas J. Jagiela (the “Executive”), for the purposes of Section 2(c)(i) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Investors”) and for the purposes of Section 2(c)(ii) hereof, M-Foods Holdings, Inc. (“Holdings”).

Michael Foods Inc/New – SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (March 24th, 2008)

THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 2, 2007, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and David S. Johnson (the “Executive”).

Michael Foods Inc/New – INDEMNITY AGREEMENT (March 24th, 2008)

THIS AGREEMENT is made as of the 2nd day of April, 2007, by and between MICHAEL FOODS, INC., a Delaware corporation (together with its subsidiaries, the “Corporation”) and David S. Johnson (“Indemnitee”), a Director and/or Officer (defined to include key employees) of the Corporation.

Michael Foods Inc/New – EMPLOYMENT AGREEMENT (May 14th, 2007)

AGREEMENT, dated as of the 2nd day of April, 2007, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), David S. Johnson (the “Executive”), and for the purposes of Section 2(c) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Holdings”).

Michael Foods Inc/New – FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (May 14th, 2007)

This FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into and made effective as of this April 2, 2007, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of a majority of the outstanding Class A Units of the Company. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Michael Foods Investors Amended and Restated Limited Liability Company Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto (the “LLC Agreement”).

Michael Foods Inc/New – FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (May 14th, 2007)

This FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 2, 2007, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto (the “Securityholders Agreement”).

Michael Foods Inc/New – FIRST AMENDMENT TO LEASE AGREEMENT (April 4th, 2007)

THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between Papetti Holding Company, a New Jersey general partnership (“Landlord”), and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).

Michael Foods Inc/New – FIRST AMENDMENT TO LEASE AGREEMENT (April 4th, 2007)

THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between Papetti Holding Company, a New Jersey general partnership, Jack Bernstein, Sherwood Weiser & Estate of David Levinson (collectively, the “Landlord”) and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).

Michael Foods Inc/New – FIRST AMENDMENT TO LEASE AGREEMENT (April 4th, 2007)

THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between Jersey Pride Foods Urban Renewal, a New Jersey general partnership (“Landlord”), and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).

Michael Foods Inc/New – AMENDMENT NO. 3 TO CREDIT AGREEMENT (March 23rd, 2006)

AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of November 22, 2005 (this “Amendment”) among MICHAEL FOODS, INC., a Delaware corporation (formerly, THL Food Products Co., the “Borrower”), M-FOODS HOLDINGS, INC., a Delaware corporation (formerly, THL Food Products Holding Co., “Holdings”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

Michael Foods Inc/New – AMENDMENT NO. 2 TO CREDIT AGREEMENT (May 23rd, 2005)

AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of May 18, 2005 (this “Amendment”) among MICHAEL FOODS, INC., a Delaware corporation (formerly, THL Food Products Co., the “Borrower”), M-FOODS HOLDINGS, INC., a Delaware corporation (formerly, THL Food Products Holding Co., “Holdings”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

Michael Foods Inc/New – M-Foods Holdings, Inc. Amended and Restated 2003 Stock Option Plan (March 29th, 2005)