EXHIBIT 10.45 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (the "Agreement") is made as of this 29th day of August, 1997 by and among SPECIALTY FOODS CORPORATION, a Delaware corporation ("SFC"), H&M FOOD SYSTEMS COMPANY, INC., a Delaware corporation...Severance Agreement • March 31st, 1999 • Specialty Foods Corp • Dairy products • Illinois
AMENDED AND RESTATED 2 3 SPECIALTY FOODS ACQUISITION CORPORATION 1994 STOCK OPTION PLAN Date of Grant: 11/17/94 Expiration Date: 11/17/04 Grantee: Paul J. Liska No. of Shares: 162,500 Option Price/Share: $0.7267032211 Option Control Number: 0017...Non-Qualified Stock Option Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • Illinois
EXHIBIT 10.86 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 1999 • Specialty Foods Corp • Dairy products • Illinois
AMENDMENT to SERIES 1998-1 SUPPLEMENT Dated as of March 31, 1998Specialty Foods Corp • May 15th, 1998 • Dairy products • New York
Exhibit 10.45 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of October 27, 1997 is made by and between SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation (the "Company"), and LAWRENCE S. BENJAMIN (the "Optionee"). WHEREAS,...Stock Option Agreement • March 31st, 1998 • Specialty Foods Corp • Dairy products • Delaware
Doc#:DS3:461453.4 23-116 Doc#:DS3:461453.4 23-116 AMENDMENT NO. 3 TO SFC MASTER TRUST POOLING AGREEMENT Amendment, dated as of February 24, 1997 (the "Amendment") to the Pooling Agreement, dated as of November 16, 1994, as amended (the "Pooling...Specialty Foods Corp • March 28th, 1997 • Dairy products • New York
We refer to the Amendment, dated as of February ___, 1997 (the "Amendment"), to the Pooling Agreement, dated as of November 16, 1994, as amended (the "Pooling Agreement"), by and among Specialty Foods Finance Corporation, a Delaware corporation (the "Company"), Specialty Foods Corporation, a Delaware corporation, as master servicer (the "Master Servicer"), and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee (in such capacity, the "Trustee"). We hereby certify that we have been given or have duly waived adequate notice pursuant to Section 10.1 of the Pooling Agreement, Section 8.5 of the Series 1994-1 Supplement, dated as of November 16, 1994, by and among the Company, the Master Servicer and the Trustee and Section 8.5 of the Series 1997-1 Supplement, dated as of January 31, 1997, by and among the Company, the Master Servicer and the Trustee.
EXHIBIT 99.3 U.S. $168,211,259.00 AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of June 11, 1999, (amending and restating the Term Loan Agreement, dated as of March 16, 1998),Term Loan Agreement • June 30th, 1999 • Specialty Foods Corp • Dairy products
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 7, 1997 (the Agreement), among Saputo Group Inc., a Canadian corporation (the Parent), Saputo Acquisition, Inc. a Delaware corporation (the Buyer), and Specialty Foods...Stock Purchase Agreement • December 22nd, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.75 STOCK PURCHASE AGREEMENT by and among SPECIALTY FOODS CORPORATION, ARCHWAY COOKIES, INC.,Stock Purchase Agreement • November 9th, 1998 • Specialty Foods Corp • Dairy products • Michigan
EXHIBIT 10.19 3 FOURTH AMENDMENT, dated as of February 25, 1997 (this "Amendment"), to: (a) the Term Loan Agreement, dated as of July 17, 1995, as amended (the "Existing Term Loan Agreement" and, as amended hereby and as from time to time further...Fourth Amendment • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.30 Doc#:DS3:499362.1 31-073 Doc#:DS3:499362.1 31-073 AMENDMENT NO. 1 TO SFC MASTER TRUST POOLING AND SERVICING AGREEMENTS Amendment, dated as of December 16, 1996 (this "Amendment") to each of: (a) the Pooling Agreement, dated as of...Specialty Foods Corp • March 28th, 1997 • Dairy products • New York
STOCK PURCHASE AGREEMENT THIS AGREEMENT is entered into as of this 26th day of November, 1996 by and between SPECIALTY FOODS CORPORATION, a Delaware corporation ("Seller"), and B COMPANIES ACQUISITION CORP., a Delaware corporation ("Buyer"). Seller...Stock Purchase Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXECUTION COPY SPECIALTY FOODS FINANCE CORPORATION, SPECIALTY FOODS CORPORATION, as Master Servicer, THE CHASE MANHATTAN BANK, as Trustee SERIES 1998-1 SUPPLEMENT Dated as of March 31, 1998 to POOLING AGREEMENT Dated as of November 16, 1994 SFC MASTER...Specialty Foods Corp • May 15th, 1998 • Dairy products • New York
EXHIBIT 10.31 AMENDMENT NO. 2 TO SFC MASTER TRUST POOLING AGREEMENT Amendment, dated as of December 27 1996 (the "Amendment") to the Pooling Agreement, dated as of November 16, 1994 (as amended the "Pooling Agreement"), among Specialty Foods Finance...Pooling Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
FIFTH AMENDMENT, CONSENT AND WAIVER, dated as of December 3, 1997 (this "Amendment"), to: (a) the Term Loan Agreement, dated as of July 17, 1995, as amended (the "Term Loan Agreement" and, as amended hereby and as from time to time further amended,...Consent and Waiver • December 22nd, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.43 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 15, 1999, among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation ("SFAC"), SPECIALTY FOODS CORPORATION, a...Executive Employment Agreement • March 31st, 1999 • Specialty Foods Corp • Dairy products • Illinois
EXHIBIT 10.70 AMENDED AND RESTATED 3Termination Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • Delaware
EXHIBIT 10.38 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 15, 1999, among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation ("SFAC"), SPECIALTY...Executive Employment Agreement • March 31st, 1999 • Specialty Foods Corp • Dairy products • Delaware
EQUITY INVESTMENT AGREEMENTEquity Investment Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.69 Execution Copy - 21 - EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • Delaware
EXHIBIT 10.74 2 FIRST AMENDMENT TO AUGUST PURCHASE AGREEMENTAugust Purchase Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products
Doc#:DS3:499372.1 31-073 Doc#:DS3:499372.1 31-073 AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
SFC MASTER TRUST AMENDMENT NO. 5 TO EACH OF THE POOLING AGREEMENT AND THE RECEIVABLES SALE AGREEMENT AND AMENDMENT NO. 1 TO THE SERVICING AGREEMENTThe Servicing Agreement • May 15th, 1998 • Specialty Foods Corp • Dairy products • New York
U.S. $173,750,000Term Loan Agreement • March 31st, 1998 • Specialty Foods Corp • Dairy products
EXHIBIT 10.74 EXECUTION COPY PERFORMANCE GUARANTY THIS PERFORMANCE GUARANTY (this "Guaranty") is made as of March 31, 1998 by SPECIALTY FOODS CORPORATION, a Delaware corporation ("SFC"), as Master Servicer (in such capacity, the "Master Servicer" and...Performance Guaranty • May 15th, 1998 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.72 AMENDED AND RESTATED 2Termination Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • Delaware
EXHIBIT 10.87 Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), effective as of May 1, 1999, among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation ("SFAC"), SPECIALTY FOODS CORPORATION, a Delaware...Executive Employment Agreement • May 14th, 1999 • Specialty Foods Corp • Dairy products • Illinois
ARTICLE VII COVENANTS, REPRESENTATIONS AND WARRANTIES 51 SECTION 7.1. Representations and Warranties of the Company and the Master Servicer 51 SECTION 7.2. Covenants of the Company 51 SECTION 7.3. Covenants of the Master Servicer 51 SECTION 7.4....Pooling Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.77 18 AUGUST PURCHASE AGREEMENT18 August Purchase Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.75 15 AUGUST PURCHASE AGREEMENT15 August Purchase Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.70 EXECUTION COPY SERIES 1998-1 CERTIFICATE PURCHASE AGREEMENTCertificate Purchase Agreement • May 15th, 1998 • Specialty Foods Corp • Dairy products • New York
EXHIBIT 10.88 Mr. David E. Schreibman Page 4 May 1, 1999 May 1, 1999 Mr. David E. Schreibman c/o Specialty Foods Corporation 520 Lake Cook Road, Suite 550 Deerfield, IL 60015 Dear David: We are pleased to inform you that you are eligible to...Specialty Foods Corp • May 14th, 1999 • Dairy products • Illinois
EXHIBIT 10.79Master Lease Agreement • March 28th, 1997 • Specialty Foods Corp • Dairy products
EXHIBIT 10.44 Execution Copy (2) EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ EMPLOYMENT AGREEMENT (the "Agreement"), effective as of July 15, 1997, by and among MCC-DSD HOLDINGS, INC., a Delaware corporation ("Holdings"), MOTHER'S...Employment Agreement • March 31st, 1999 • Specialty Foods Corp • Dairy products • Illinois
Exhibit 10.17 U.S. $125,000,000 REVOLVING CREDIT AGREEMENT, dated as of March 16, 1998, among CERTAIN SUBSIDIARIES OF SPECIALTY FOODS CORPORATION, as the Revolving Credit Borrowers, VARIOUS FINANCIAL INSTITUTIONS, as the Revolving Credit Lenders, DLJ...Revolving Credit Agreement • March 31st, 1998 • Specialty Foods Corp • Dairy products
