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 Acquisition Corp • Dairy products • Illinois
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 Acquisition 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 10.43 AMENDMENT NO. 2 TO SFC AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Amendment, dated as of December 27 1996 (this "Amendment") to the Amended and Restated Receivables Sale Agreement, dated as of November 16, 1994, among Specialty...Receivables Sale Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
We refer to the Amendment, dated as of December ___, 1996 (the "Amendment"), to the Amended and Restated Receivables Sales Agreement, dated as of November 16, 1994 (the "Receivables Sale Agreement") among Specialty Foods Finance corporation, a Delaware corporation (the "Company"), Specialty Foods Corporation, a Delaware corporation, as master servicer (the "Master Servicer"), and each of the subsidiaries of the Master Servicer from time to time party thereto. We hereby certify that we have been given adequate notice pursuant to Section 10.1 of the Pooling Agreement.
EXHIBIT 10.28 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 Acquisition Corp • 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 Acquisition Corp • Dairy products • New York
EXHIBIT 10.40 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 Acquisition Corp • Dairy products • New York
EXHIBIT 10.81 AMENDED AND RESTATED 3Termination Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
EXHIBIT 10.34 2 Doc#:DS3:499379.1 31-073 Doc#:DS3:499379.1 31-073 EXECUTION COPY AMENDMENT NO. 1 TO SERIES 1996-1 SUPPLEMENT AMENDMENT No. 1, dated as of November 29, 1996 (this "Amendment"), to the Series 1996-1 Supplement, dated as of August 1, 1996...Specialty Foods Acquisition Corp • March 28th, 1997 • Dairy products • New York
EQUITY INVESTMENT AGREEMENTEquity Investment Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.80 Execution Copy - 21 - EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
EXHIBIT 10.87 2 FIRST AMENDMENT TO AUGUST PURCHASE AGREEMENTAugust Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition 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 Acquisition Corp • Dairy products • New York
EXHIBIT 10.83 AMENDED AND RESTATED 2Termination Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
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 Acquisition Corp • Dairy products • New York
EXHIBIT 10.88 18 AUGUST PURCHASE AGREEMENT18 August Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.86 15 AUGUST PURCHASE AGREEMENT15 August Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.90Master Lease Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products
EXHIBIT 10.79 Execution Copy - 5 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
EXHIBIT 10.84 10 AUGUST PURCHASE AGREEMENTAugust Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
Doc#:DS3:462652.5 23-116 Doc#:DS3:462652.5 23-116 AMENDMENT NO. 3 TO SFC AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Amendment, dated as of February 24, 1997 (this "Amendment") to the Amended and Restated Receivables Sale Agreement, dated as of...Receivables Sale Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.39 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 Acquisition Corp • March 28th, 1997 • Dairy products • New York
