Page ---- ARTICLE I. DEFINITIONS.....................................................1 SECTION 1.1 Definitions...................................................1 SECTION 1.2 Terms Generally..............................................10 ARTICLE II....Limited Liability Company Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
Exhibit 10.6 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of the 20th day of November, 2003, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the "Company"),...Employment Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
Exhibit 10.3 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of the 20th day of November, 2003, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the "Company"),...Employment Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
October 24, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street Plaza...Waiver Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
Execution Copy MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 20th day of November, 2003, by and between Michael Foods, Inc., a Delaware corporation, f/k/a M-Foods Holding, Inc. (the "Company"), and THL...Management Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIESSecurityholders Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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...Credit Agreement • August 14th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
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.
Exhibit 10.10 SENIOR MANAGEMENT ----------------- UNIT SUBSCRIPTION AGREEMENT --------------------------- THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of November 20, 2003, by and among THL-MF Investors, LLC, a...Subscription Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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...Credit Agreement • May 5th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
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.
FORM OF THL FOOD PRODUCTS HOLDING CO. 2003 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT ----------------------------------------------------Stock Option Award Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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, 2010Agreement and Plan of Merger • May 21st, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
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”).
INDEMNITY AGREEMENTIndemnity Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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.
SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENTClass F Unit Subscription Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
ADDENDUM TO EMPLOYMENT AGREEMENT GREGG OSTRANDER DECEMBER 9, 2008Employment Agreement • March 24th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing
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 INVESTORS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 21, 2009Limited Liability Company Agreement • March 25th, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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
ARTICLE ISubscription and Share Purchase Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
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”).
SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • May 14th, 2007 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENTSenior Management • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
October 17, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street Plaza...Michael Foods Inc/New • March 30th, 2004 • Poultry slaughtering and processing • Delaware
SENIOR MANAGEMENT CLASS G UNIT SUBSCRIPTION AGREEMENTClass G Unit Subscription Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
FOURTH AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • March 25th, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENTSenior Management • March 24th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 23rd, 2006 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
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.
FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 14th, 2007 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 4th, 2007 • Michael Foods Inc/New • Poultry slaughtering and processing
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
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”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 23rd, 2005 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of September 17, 2004 (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.
ADDENDUM TO EMPLOYMENT AGREEMENT MARK WESTPHAL DECEMBER 9, 2008Employment Agreement • March 24th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing
WHEREAS, Michael Foods, Inc. (the “Company”) and the Executive have previously entered into an Employment Agreement, dated as of July 1, 2008 (the “Agreement”).
FORM OF THL FOOD PRODUCTS HOLDING CO. 2003 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENTPlan Stock Option Award Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
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”).
ADDENDUM TO EMPLOYMENT AGREEMENT DAVID JOHNSON DECEMBER 23, 2008Employment Agreement • March 24th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing
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”).
