XXXXXXXX COMPANY Sample Clauses

XXXXXXXX COMPANY. By: ------------------------------------- Name: Title:

XXXXXXXX COMPANY. By: /s/ Xxxx X. Xxxxx ----------------------------------------- Name: Xxxx X. Xxxxx --------------------------------------- Title: Vice President --------------------------------------

XXXXXXXX COMPANY. By: -------------------------------------- --------------------------------------

XXXXXXXX COMPANY. By /s/ Xxxxx X. Burner ------------------------- Name: Xxxxx X. Burner Title: Chairman of the Board, President and Chief Executive Officer

XXXXXXXX COMPANY. By: ------------------------------------ Title: --------------------------------- Selling Shareholders Named in Schedule I Hereto By: ------------------------------------ Attorney-in-Fact Accepted in St. Louis, Missouri as of the date first above written, on behalf of ourselves and each of the several Underwriters named in Schedule II hereto. X. X. XXXXXXX & SONS, INC. LADENBURG XXXXXXXX & CO. INC. By: X.X. XXXXXXX & SONS, INC. By: --------------------------- Title: Vice President SCHEDULE I Number of Selling Shareholder Firm Shares ------------------- ----------- DTM Holdings, Ltd. .............................................. 186,809 Xx. Xxxxxx X. Beaman............................................. 2,459 ------- Total 189,268 ======= SCHEDULE II Name Number of Shares ---- ---------------- X. X. Xxxxxxx & Sons, Inc..................................... Ladenburg Xxxxxxxx & Co. Inc.................................. Total 3,039,000 ========= SCHEDULE III Pursuant to Section 6(g) of the Underwriting Agreement, Ernst & Young LLP shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiary within the meaning of the Act and the applicable Rules and Regulations thereunder. (ii) In their opinion, the financial statements and any supplementary financial information and schedules audited (and, if applicable, prospective financial statements and/or pro forma financial information examined) by them and included in the Prospectus or the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the applicable Rules and Regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Representatives of the Underwriters (the "Representatives"). (iii) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other inf...

XXXXXXXX COMPANY. By ---------------------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx FARM FRESH FOODS, INC. By ---------------------------------------------- Title: Chief Financial Officer and Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx PAPETTI ELECTROHEATING CORPORATION By ---------------------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx WFC, INC. By ---------------------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx WISCO FARM COOPERATIVE By ---------------------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx EXHIBIT K FORM OF ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of November 20, 2003, made by Xxxxxxx Foods, Inc., a Delaware corporation (formerly known as M-Foods Holdings, Inc., "Xxxxxxx Foods"), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meanings given to them in such Credit Agreement.

XXXXXXXX COMPANY. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- FIRST AMENDMENT This First Amendment to that certain Consent made and entered into February 21, 2001 by and between AVONDALE XXXXX, INC. ("Xxxxx"), an Alabama corporation and THE X.X. XXXXXXXX COMPANY ("BFG"), a New York corporation is made and entered into as of the 22nd day of February, 2001. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BFG and Xxxxx agree to amend the Consent as follows: - Paragraph three shall be amended so that the following new sentence is added at the end of the current paragraph: "From and after the date hereof, the CHP Supply Agreement and the PMD Supply Agreement shall be deemed separate contractual relationships and a default under one shall not constitute a default under the other." In all other respects, the Consent remains in full force and effect and unmodified.

XXXXXXXX COMPANY. Attest: By /s/ Xxxxxxxx X. Xxxxxx, Xx. By /s/ Xxxxxxxx X. Xxxxxx Title: Assistant Secretary Title: Vice President Attest: THE BANK OF NEW YORK By /s/ Xxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxxxx Title: Assistant Vice Title: Vice President President Exhibit A FORM of CERTIFICATE OF AMENDMENT of THE CERTIFICATE OF INCORPORATION of THE X.X.XXXXXXXX COMPANY (Under Section 805 of the Business Corporation Law) Pursuant to the provisions of Sections 502 and 805 of the Business Corporation Law, the undersigned hereby cer- tify:

XXXXXXXX COMPANY. Michael Foods shall reimburse Goucher for all reasonable expenses incurred by Goucher in connection with Xxxxxxx Foods' business, including but not limited to, expenses of travel and entertainment, upon presentation of itemized statements therefor.

XXXXXXXX COMPANY. By: /s/ Xxxxxxx X. Xxxxxxx -------------------------------------- Xxxxxxx X. Xxxxxxx Secretary