EXHIBIT 1.1APledge Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
W I T N E S S E T HSupplemental Indenture • June 22nd, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger, dated as of March 6, 2001 (the "AMENDMENT"), amends that certain Agreement and Plan of Merger, dated December 21, 2000 (the "MERGER...Agreement and Plan of Merger • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
LIMITED LIABILITY COMPANY AGREEMENT OF M-FOODS DAIRY, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
and -Purchase Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Execution Copy] EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of the 10th day of April, 2001, by and among MICHAEL FOODS, INC., a Minnesota corporation (the "Company") JAMES D. CLARKSON (the "Executive") and for the purposes of Section...Employment Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
Exhibit 4.4 SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of May 2, 2001, by and among M-Foods Dairy, LLC and M-Foods Dairy TXCT, LLC (each a "GUARANTEEING SUBSIDIARY" and, collectively, the...Second Supplemental Indenture • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Execution Copy] EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 10th day of April, 2001, by and among Michael Foods, Inc., a Minnesota corporation having its principal executive offices in Minneapolis, Minnesota (the "Company"), John D. Reedy (the...Employment Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
dated as ofMerger Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
among MICHAEL FOODS, INC. as Borrower,Credit Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Exhibit 4.5 11 3/4% Senior Subordinated Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Execution Copy] EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of the 10th day of April, 2001, by and among MICHAEL FOODS, INC., a Minnesota corporation (the "Company") BILL L. GOUCHER (the "Executive") and for the purposes of Section 8...Employment Agreement • June 22nd, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
Execution Copy] EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 10th day of April, 2001, by and among Michael Foods, Inc., a Minnesota corporation having its principal executive offices in Minneapolis, Minnesota (the "Company"), John D. Reedy (the...Employment Agreement • June 22nd, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
ANDSecurityholders Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
AmongCollateral Pledge and Security Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • New York
Execution Copy] MANAGEMENT UNIT SUBSCRIPTION AGREEMENT THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of April 10, 2001, by and among M-Foods Dairy Holdings, LLC, a Delaware limited liability company ("Dairy Holdings"),...Management Unit Subscription Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
Execution Copy] MANAGEMENT STOCK PURCHASE AND UNIT SUBSCRIPTION AGREEMENT THIS MANAGEMENT STOCK PURCHASE AND UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of April 10, 2001, by and among M-Foods Investors, LLC, a Delaware limited liability...Management Stock Purchase and Unit Subscription Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
FORM OF M-FOODS HOLDINGS, INC. 2001 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
SEVERANCE AND DEFERRED COMPENSATION AGREEMENTSeverance and Deferred Compensation Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Minnesota
BYLAWS OF CASA TRUCKING, INC. ARTICLE IBylaws • June 22nd, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing
AMONGSecurityholders Agreement • July 18th, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
ANDSecurityholders Agreement • June 22nd, 2001 • Mg Waldbaum Co • Poultry slaughtering and processing • Delaware
