Michael Foods Inc /Mn Sample Contracts

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DATED AS OF
Agreement and Plan of Merger • December 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 11th, 2001 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York
among MICHAEL FOODS, INC. as Borrower,
Credit Agreement • April 11th, 2001 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York
PAPETTI HOLDING COMPANY, AS LANDLORD AND MICHAEL FOODS, INC., AS TENANT
Lease Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
RECHSTEINER/PAPETTI, ET AL. AS LANDLORD AND MICHAEL FOODS, INC., AS TENANT
Lease Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
AGREEMENT AND PLAN OF REORGANIZATION
Distribution Agreement • December 27th, 1995 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Minnesota
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ASA COMPANY, AS LANDLORD AND MICHAEL FOODS, INC., AS TENANT
Lease Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
ARTICLE I
Novation and Assumption Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Minnesota
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Settlement Agreement and Mutual Release • November 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • California

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is entered into by and between NULAID FOODS, INC., VALLEY FRESH FOODS, INC., and NULAID NEST-BEST, on the one hand, and NORTH CAROLINA STATE UNIVERSITY ("NCSU") and MICHAEL FOODS, INC. ("Michael Foods"), on the other hand. The "Effective Date" of this Agreement shall be the date by which the last party executes the agreement and the Pre-Settlement Royalties are paid.

AGREEMENT AND PLAN OF MERGER by and among M-FOODS INVESTORS, LLC, as Stockholder Representative, THL FOOD PRODUCTS HOLDING CO., THL FOOD PRODUCTS CO., M-FOODS HOLDINGS, INC., and the STOCKHOLDERS October 10, 2003
Agreement and Plan of Merger • October 16th, 2003 • Michael Foods Inc /Mn • Poultry slaughtering and processing • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 10, 2003, by and among THL Food Products Holding Co., a Delaware corporation (“Buyer”), THL Food Products Co., a Delaware corporation (“Merger Sub”), M-Foods Holdings, Inc., a Delaware corporation (the “Company”), M-Foods Investors, LLC, a Delaware limited liability company, as representative of the Stockholders (in such capacity, the “Stockholder Representative”), and the Persons indicated on the attached Stockholders Schedule as holding Shares (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing

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”).

OFFICE/SERVICE CENTER LEASE AGREEMENT
Office/Service Center Lease Agreement • November 5th, 1996 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Illinois
FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing

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”).

AMENDMENT NO. 1 TO THE SENIOR UNSECURED TERM LOAN AGREEMENT
Term Loan Agreement • September 21st, 2004 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York

AMENDMENT NO. 1 TO THE SENIOR UNSECURED TERM LOAN 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.

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing

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

RECITALS
Assignment and Acceptance Agreement • March 31st, 1998 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software
SECURITIES PURCHASE AGREEMENT by and among Suiza Dairy Group, Inc., as the Buyer and
Securities Purchase Agreement • October 17th, 2003 • Michael Foods Inc /Mn • Poultry slaughtering and processing • Delaware

This Securities Purchase Agreement (the “Agreement”) is made and entered into as of October 1, 2003, by and among Suiza Dairy Group, Inc., a Delaware corporation (the “Buyer”), and Michael Foods, Inc., a Minnesota corporation, Michael Foods of Delaware, Inc., a Delaware corporation, Kohler Mix Specialties, Inc., a Minnesota corporation (“KMSI”), M-Foods Dairy Holdings, LLC, a Delaware limited liability company (“MFDH”), and Marathon Dairy, LLC, a Delaware limited liability company (“Marathon LLC”) (each individually a “Seller” and collectively, the “Sellers”).

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