AdvancePierre Foods Holdings, Inc. Sample Contracts

INDENTURE Dated as of December 7, 2016 among ADVANCEPIERRE FOODS HOLDINGS, INC., the Guarantors listed herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.50% SENIOR NOTES DUE 2024
Indenture • December 8th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

This INDENTURE, dated as of December 7, 2016, among ADVANCEPIERRE FOODS HOLDINGS, INC., a Delaware corporation (the “Issuer”), the GUARANTORS (as defined herein) listed on the signature pages hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

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AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the [·] shares of the Firm Stock, [·] are being sold by the Company and [·] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.

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AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

The stockholders of AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule II-A attached hereto (the “Non-Management Selling Stockholders”) and the stockholders of the Company named in Schedule II-B attached hereto (the “Management Selling Stockholders” and, together with the Non-Management Selling Stockholders, the “Selling Stockholders”) propose to sell an aggregate of [●] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Non-Management Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [●] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the p

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AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC.
Agreement and Plan of Merger • April 25th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), is made by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 25th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the entities listed on Schedule A hereto (the “Stockholders” and each a “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

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INCOME TAX RECEIVABLE AGREEMENT Dated as of July 20, 2016
Income Tax Receivable Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 20, 2016, is hereby entered into by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Corporation”), and OCM FIE, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).

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AMENDMENT NUMBER THREE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

Permitted Acquisition; provided that any future payment that is subject to a contingency shall be considered Aggregate Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings, BorrowerParent or any of its Restricted Subsidiaries.

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ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Employee Form
Restricted Share Unit Award Agreement • August 19th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of the “Grant Date” by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and the “Holder”. Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.

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Re: Tax Reimbursement Agreement
Reimbursement Agreement • June 9th, 2017 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

On April 25, 2017, AdvancePierre Foods Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub commenced a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $40.25 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this “Agreement”) with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.

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THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated July 20, 2016, is made and entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation formerly known as Pierre Foods Holding Corporation (the “Company”), OCM APFH Holdings, LLC, a Delaware limited liability company (“Oaktree APFH”), OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (together with Oaktree APFH, “Oaktree”) and the Persons listed on Schedule A (the “Other Stockholders”), including all other Persons who become a party hereto and are added to Schedule A from time to time. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in Section 1 hereto.

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STOCKHOLDERS AGREEMENT DATED AS OF JULY 20, 2016 BETWEEN ADVANCEPIERRE FOODS HOLDINGS, INC. AND OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.
Stockholders Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

This Stockholders Agreement is entered into as of July 20, 2016 by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (the “Oaktree LP”).

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WAIVER AGREEMENT
Waiver Agreement • November 10th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products

THIS WAIVER AGREEMENT (this “Agreement”) is entered into on October 26, 2016, by and between AdvancePierre Foods, Inc. (the “Company”) and John Simons (the “Executive”).

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REPRICING AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • December 8th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

This REPRICING AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of December 7, 2016 (this “Amendment”), is entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (“Parent”), Pierre Holdco, Inc., a Delaware corporation (“Holdings”), AdvancePierre Foods, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (acting through such Affiliates and/or branches as it deems appropriate, “MSSF”), as administrative agent (in such capacity, the “Administrative Agent”) and as security agent (in such capacity, the “Security Agent”), and the undersigned Lenders (as defined below). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement referred to below.

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ADVANCEPIERRE FOODS RELOCATION REPAYMENT AGREEMENT
Advancepierre Foods Relocation Repayment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products

This Relocation Repayment Agreement (the “Agreement”) is between AdvancePierre Foods (hereinafter referred to as “APF”) and Jim Cough (hereinafter referred to as “Employee”).

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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 10th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

This Transition and Separation Agreement (this “Agreement”) is made as of this 7th day of November, 2016 (the “Effective Date”), by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (“Holdings”), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the “Company”), and John Simons (“Executive”).

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PIERRE FOODS HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made and entered into by and between Pierre Foods Holding Corporation, a Delaware corporation (the “Company”), and (the “Holder”). Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.

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AMENDMENT TO OUTSTANDING RESTRICTED STOCK AWARD AGREEMENTS
Restricted Stock Award Agreements • September 16th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products

THIS AMENDMENT is executed as of the 14th day of September, 2016 (the “Effective Date”), by AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), under the following circumstances:

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PIERRE FOODS HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made and entered into by and between Pierre Foods Holding Corporation, a Delaware corporation (the “Company”), and (the “Holder”). Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.

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TERM LOAN CREDIT AGREEMENT among ADVANCEPIERRE FOODS HOLDINGS, INC., PIERRE HOLDCO, INC., ADVANCEPIERRE FOODS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT and SECURITY AGENT
Term Loan Credit Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products

TERM LOAN CREDIT AGREEMENT, dated as of June 2, 2016, among AdvancePierre Foods Holdings, Inc., a Delaware corporation (“Parent”), Pierre Holdco, Inc., a Delaware corporation (“Holdings”), AdvancePierre Foods, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc. (acting through such Affiliates and/or branches as it deems appropriate, “MSSF”), as Administrative Agent and as Security Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 24, 2016 (the “Effective Date”), by and between AdvancePierre Foods, Inc. (the “Company” and James L. Clough (the “Executive”).

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March 9, 2015 CONFIDENTIAL Mr. Anthony Schroder 4994 Gellart Rd. Guilford, IN 47022 Dear Tony:
AdvancePierre Foods Holdings, Inc. • June 15th, 2016 • Food and kindred products

This Letter Agreement is provided to formally document the terms and conditions of your current position as President of our Convenience business unit.

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TERM LOAN CREDIT AGREEMENT among ADVANCEPIERRE FOODS HOLDINGS, INC., PIERRE HOLDCO, INC., ADVANCEPIERRE FOODS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT and SECURITY AGENT
Intercreditor Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York

TERM LOAN CREDIT AGREEMENT, dated as of June 2, 2016, among AdvancePierre Foods Holdings, Inc., a Delaware corporation (“Parent”), Pierre Holdco, Inc., a Delaware corporation (“Holdings”), AdvancePierre Foods, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc. (acting through such Affiliates and/or branches as it deems appropriate, “MSSF”), as Administrative Agent and as Security Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 15th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of September 30, 2013 (this “Agreement”), and is by and between AdvancePierre Foods Inc., incorporated under the laws of North Carolina (the “Company”), and John Simons (the “Executive”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 24, 2016 (the “Effective Date”), by and between AdvancePierre Foods, Inc. (the “Company” and James L. Clough (the “Executive”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 10th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of October 27, 2016 (this “Agreement”), and is entered into by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (“Holdings”), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the “Company”), and Christopher D. Sliva (the “Executive”).

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TERMINATION AGREEMENT
Termination Agreement • July 25th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

This TERMINATION AGREEMENT (this “Agreement”) is dated as of July 20, 2016, by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”).

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ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT
Option Award Agreement • August 19th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware

THIS OPTION AGREEMENT (this “Award Agreement”) is made and entered into as of the “Grant Date” by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and the “Holder”. Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.

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RELEASE AND SEPARATION AGREEMENT
Release and Separation Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

This Release and Separation Agreement (“Agreement”) is entered into by Thomas Lavan (“Employee”), and AdvancePierre Foods, Inc. (“Employer”). In exchange for the payment provided herein, the mutual undertakings, and other good and valuable consideration, Employee desires to resolve all claims arising out of her employment with Employer and/or the termination of that employment. Accordingly, the parties agree as follows:

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