1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 31st day of May, 1997 (the "Effective Date"), by and between La Victoria Foods, Inc., a California corporation (the "Company"), and...Employment Agreement • August 21st, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • California
1 EXHIBIT 10.20 CONSULTING AGREEMENT This Consulting Agreement is made as of the 6th day of March, 1998, between Authentic Specialty Foods, Inc., a Texas corporation (the "Corporation"), and RKS, Inc. (the "Consultant"). W I T N E S S E T H: WHEREAS,...Consulting Agreement • April 30th, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • May 11th, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERSAsset Purchase Agreement • November 14th, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
2- 3 acting by, through or on behalf of Tanklage relating to, based upon, or arising out of the subject matters of this waiver and release of all claims.Termination Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • California
ARTICLE IStock Purchase Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
COMMON STOCK (PAR VALUE $1.00 PER SHARE)Underwriting Agreement • November 14th, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • California
2- 3 The foregoing right to indemnity shall be in addition to any rights that Shansby Partners and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any...Advisory Agreement • August 21st, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 10.4 SUBLEASE AGREEMENT TABLE OF CONTENTS 1. Premises 2. Demise of Premises 3. Term 4. Rent and Additional Rent 5. Use of the Premises 6. Covenants Contained in the Lease 7. Attornment 8. Limitation of Liability and Indemnity 9. No Duty on...Sublease Agreement • June 25th, 1997 • Authentic Specialty Foods Inc • Texas
1 2 data) concerning Calidad's customers and business affiliates, and any such information relating to the assets acquired by Calidad from El Paco Foods, Inc. ("EL PACO") pursuant to the terms of the Asset Purchase Agreement between El Paco and...Consulting Agreement • June 25th, 1997 • Authentic Specialty Foods Inc • Texas
1 EXHIBIT 4.6 BUSINESS LOAN AGREEMENT This Business Loan Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank of California, N.A. ("Bank") and Authentic Specialty Foods, Inc., a Texas corporation...Business Loan Agreement • April 30th, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • California
1 EXHIBIT 4.5 /s/ UNION BANK ------------------- Union Bank TERM LOAN AGREEMENT This Term Loan Agreement ("Agreement") is entered into as of November 3, 1993 between Union Bank ("Bank") and LA VICTORIA FOODS, INC. ("Borrower") with respect to the...Term Loan Agreement • August 26th, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • California
1 EXHIBIT 10.6 LEASE AND AGREEMENT 1. PARTIES. THIS LEASE AND AGREEMENT is entered into this 1st day of August, 1985, by and between ROBERT C. TANKLAGE, CAROLYN M. JOHNSON and FRANK BARCLAY, Trustees under that certain Declaration of Trust dated...Lease Agreement • June 25th, 1997 • Authentic Specialty Foods Inc • California
2 3 50% of the initial number of Restricted Securities or (ii) 100% of the number of Restricted Securities then beneficially owned by all of the Holders in the aggregate. The Holder making such a request for a Demand Registration is sometimes herein...Registration Rights Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
AGREEMENTSConsulting Agreement • June 25th, 1997 • Authentic Specialty Foods Inc • Texas
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement is made as of this 23rd day of June, 1997, between Authentic Specialty Foods, Inc., a Texas corporation (the "Corporation"), and Herman L. Graffunder, an individual (the "Executive"). W I T N E S S E...Employment Agreement • August 21st, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
2 3 registered in such offering. The term "Minimum Number" shall mean the lesser of (i) 50% of the initial number of shares of Restricted Stock or (ii) 100% of the number of shares of Restricted Stock then beneficially owned by all of the Holders in...Registration Rights Agreement • August 21st, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 10.5 LEASE AND AGREEMENT THIS LEASE AND AGREEMENT made this 1st day of February, 1993, between Tanklage Investments LTD (A California Limited Partnership), hereinafter referred to as "LESSOR," and LA VICTORIA FOODS, INC., hereinafter...Lease Agreement • June 25th, 1997 • Authentic Specialty Foods Inc
1 EXHIBIT 2.2 FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of July 30, 1997 (this "Amendment"), is by and among Robert C. Tanklage ("Tanklage"), TSG2 L.P., a Delaware...Contribution and Exchange Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line
BETWEENWarrant Agreement • August 26th, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is made as of the 1st day of January, 1998, between Authentic Specialty Foods, Inc., a Texas corporation (the "Corporation"), and Samuel E. Hillin, Jr. (the "Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • April 30th, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of September 2, 1997, is between AUTHENTIC SPECIALTY FOODS, INC., a Texas corporation (the "Company"), and ROBERT C. TANKLAGE ("Holder"). W I T...Registration Rights Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
EXHIBIT (a)(3) [LOGO OF AUTHENTIC SPECIALTY FOODS, INC. APPEARS HERE] May 15, 1998 Dear Shareholder: On behalf of the Board of Directors, I am pleased to inform you that, on May 7, 1998, Authentic Specialty Foods, Inc. (the "Company") entered into a...Merger Agreement • May 15th, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line
1 EXHIBIT 10.10 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the "Agreement") is made and entered into effective as of August 15, 1997, among Authentic Specialty Foods, Inc., a Texas corporation (the "Company"), and Shansby Partners, L.L.C., a Delaware...Advisory Agreement • March 31st, 1998 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
1 EXHIBIT 10.10 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the "Agreement") is made and entered into effective as of August 15, 1997, among Authentic Specialty Foods, Inc., a Texas corporation (the "Company"), and Shansby Partners, L.L.C., a Delaware...Advisory Agreement • August 26th, 1997 • Authentic Specialty Foods Inc • Wholesale-groceries, general line • Texas
