Michael Foods Group, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among MFI HOLDING CORPORATION, GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI GmbH & Co. KG, THOMAS H. LEE PARALLEL FUND...
Registration Rights Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 29, 2010 by and among MFI Holding Corporation, a Delaware corporation (the “Company”), GS Capital Partners VI Fund, L.P., a Delaware limited partnership (“GSCP”), GS Capital Partners VI Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners VI GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners VI Parallel, L.P., a Delaware limited partnership (“GSCP Parallel”, collectively with GSCP, GSCP Offshore, GSCP Germany and any Affiliates of the foregoing which own stock of the Company from time to time, the “GSCP Parties”), Thomas H. Lee Equity Fund V, L.P. (“THL”), Thomas H. Lee Parallel Fund V, L.P. (“THL Parallel”), Thomas H. Lee Equity (Cayman) Fund V, L.P. (“THL Cayman”), Thomas H. Lee Investors Limited Partnership (“THL Investors”), Great-West Investors LP (“THL Great-West”), Putnam Inv

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AGREEMENT AND PLAN OF MERGER BY AND AMONG MFI HOLDING CORPORATION, ACQUISITION SUB, INC., POST HOLDINGS, INC., AND GS CAPITAL PARTNERS VI FUND, L.P. Dated as of April 16, 2014
Agreement and Plan of Merger • April 17th, 2014 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 16, 2014, is by and among (i) Post Holdings, Inc., a Missouri corporation (“Parent”), (ii) Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) MFI Holding Corporation, a Delaware corporation (the “Company”), and (iv) GS Capital Partners VI Fund, L.P., solely as representative for the Stockholders and Optionholders (the “Representative”).

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 25, 2011 among MICHAEL FOODS GROUP, INC. (f/k/a M-FOODS HOLDINGS, INC.) as the Borrower, MFI MIDCO CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...
Assignment and Assumption • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of February 25, 2011, among MICHAEL FOODS GROUP, INC. (f/k/a M-FOODS HOLDINGS, INC.), a Delaware corporation (the “Borrower”), MFI MIDCO CORPORATION, a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent, BARCLAYS BANK PLC, COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, ING CAPITAL LLC, NORTHWEST FARM CREDIT SERVICES, PCA and SUNTRUST BANK, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Minnesota

AGREEMENT, dated as of the 29th day of June, 2010, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), and Mark Westphal (the “Executive”).

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FORM OF MFI HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT (Performance-Vesting)
Nonqualified Stock Option Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of [•], 2010 (the “Date of Grant”), between MFI Holding Corporation, a Delaware corporation (the “Company”), and [•] (the “Optionee”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Delaware

This Indemnification Agreement (“Agreement”) is made as of June 29, 2010 by and between MFI Holding Corporation, a Delaware corporation (the “Company”), and [ • ] (“Indemnitee”).

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FORM OF MANAGEMENT SUBSCRIPTION AGREEMENT
Management Subscription Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

MANAGEMENT SUBSCRIPTION AGREEMENT, dated as of June 29, 2010 (this “Agreement”), by and between MFI Holding Corporation, a Delaware corporation (“Holdco”), and the undersigned investor (the “Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).

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LIMITED LIABILITY COMPANY AGREEMENT OF MFI FOOD ASIA, LLC
Limited Liability Company Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Delaware

This Limited Liability Company Agreement (this “Agreement”) of MFI Food Asia, LLC (the “Company”), dated as of June 28, 2010, is entered into by M.G. Waldbaum Company, a Nebraska corporation (the “Member”).

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FORM OF MANAGEMENT CONTRIBUTION AGREEMENT
Management Contribution Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

WHEREAS, the execution and delivery of this Agreement by Holdco and the Rollover Stockholder is related to the merger of MFI Acquisition Corporation, a Delaware corporation and an indirect subsidiary of Holdco (the “Merger Sub”), with and into M-Foods Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May 20, 2010, as amended (the “Merger Agreement”), by and among MFI Midco Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdco (“Midco”), the Merger Sub, a wholly-owned subsidiary of Midco, the Company and Michael Foods Investors, LLC, solely as the representative for the stockholders of the Company, whereby the Company will survive as a wholly-owned subsidiary of Midco;

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Goldman, Sachs & Co. New York, New York 10282 THL Managers V, LLC Boston, Massachusetts 02110 Re: Management Agreement Ladies and Gentlemen:
Letter Agreement • May 27th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

This letter agreement (this “Agreement”) serves to confirm the retention by MFI Holding Corporation (the “Company”) of Goldman, Sachs & Co. (the “GS Manager”) and THL Managers V, LLC (the “THL Manager” and together with the GS Manager, the “Managers” and each a “Manager”) to provide management, consulting and financial services to the Company and its subsidiaries (collectively, the “Company Group”), as follows:

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Michael Foods Group, Inc. Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

Michael Foods Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $430,000,000 in aggregate principal amount of its 9.750% Senior Notes due 2018, which are guaranteed by the guarantors listed on the signature page hereto (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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First Amendment of Management Agreement
First Amendment of Management Agreement • May 27th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing

This First Amendment of Management Agreement, effective June 30, 2010, modifies the Management Agreement dated June 29, 2010 among Goldman, Sachs & Co., THL Managers V, LLC, and MFI Holding Corporation.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 22nd, 2013 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 7, 2012, made by and among MICHAEL FOODS GROUP, INC. (f/k/a M-FOODS HOLDINGS, INC.), a Delaware corporation (the “Borrower”), MFI MIDCO CORPORATION, a Delaware corporation (“Holdings”), each of the undersigned banks, financial institutions and other institutional lenders party hereto as Lenders (as defined below), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), amends that certain Amended and Restated Credit Agreement, dated as of February 25, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), made by and among the Borrower, Holdings, the banks, financial institutions and other institutional lenders from time to time party thereto as lenders (the “Lenders”), and the Administrative Agent. Capitalized terms used herein and no

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SECURITY AGREEMENT Dated June 29, 2010 From The Grantors referred to herein as Grantors to BANK OF AMERICA, N.A. as Administrative Agent
Security Agreement • April 8th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

SECURITY AGREEMENT dated June 29, 2010 made by MICHAEL FOODS GROUP, INC. (f/k/a M-FOODS HOLDINGS, INC.), a Delaware corporation (the “Borrower”), MFI MIDCO CORPORATION, a Delaware corporation (“Holdings”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Borrower, Holdings, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the Secured Parties.

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