Litter Handling AgreementLitter Handling Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Agreement (“Agreement”) is effective as of March 31, 2003 by and between Coop Country Farmers Elevator (“CCFE”), and Golden Oval Eggs (“GOE”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
Midwest Investors of Iowa, Cooperative (“Midwest Iowa”), an Iowa Chapter 501 cooperative association and Midwest Investors of Renville, Inc. (“Golden Oval”), a farmer owned Minnesota cooperative association, (individually referred to as “Venturer” and collectively the “Venturers”) hereby agree to proceed on a joint venture basis to process Iowa agricultural products and other products under the terms of this Agreement (herein the “Project”).
INDEPENDENT CONTRACTOR AGREEMENT FOR PULLET PRODUCTION (“Agreement”)Contractor Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Agreement is made this 1st day of November, 2003 (“Commencement Date”) by and between Midwest Investors of Renville, Inc., a Minnesota cooperative, d/b/a Golden Oval Eggs (“Midwest”) and Pullet Connection, Inc. and Barbara Frank, individually (“Grower”), Midwest and Grower collectively referred to as the “parties” and either Midwest or Grower referred to as a “party”) and is as follows:
CO-OP COUNTRY FARMERS ELEVATOR GRAIN HANDLER OPERATING AGREEMENT WITH GOLDEN OVAL EGGSGrain Handler Operating Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products
THIS GRAIN HANDLER OPERATING AGREEMENT is dated as of August 30, 2000 (this Agreement) and is by and among Co-op Country Farmers Elevator, a Minnesota cooperative association (CCFE) and Golden Oval Eggs, a Division of Midwest Investors of Renville, Minnesota, Inc., a Minnesota cooperative association (GOE).
AMENDED AND RESTATED CREDIT AGREEMENT Among GOLDEN OVAL EGGS, LLC, as a Borrower and as the Borrowers’ Agent, GOECA, LP as a Borrower, MIDWEST INVESTORS OF IOWA, COOPERATIVE as a Borrower, COBANK, ACB, as a Lender and as Administrative Agent,...Credit Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Colorado
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2006, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”), the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent”), and METROPOLITAN LIFE INSURANCE COMPANY, as a Lender.
StateLine Cooperative Burt, Iowa FEED MANUFACTURING AGREEMENTFeed Manufacturing Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Iowa
This agreement, made February 15, 2001, by and between StateLine Cooperative, with a mailing address of 120 Walnut St., Burt, Iowa 50522 (hereinafter referred to as “Feedmill”) and Golden Oval Eggs, a cooperative association organized under the laws of the State of Minnesota, with a mailing address of P.O. Box 615, 340 Dupont Ave. NE, Renville, MN 56284 (hereinafter referred to as “Golden Oval Eggs.”).
GOLDEN OVAL EGGS GRAIN HANDLER OPERATING AGREEMENT WITH FARMERS COOPERATIVE COMPANYHandler Operating Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products
THIS GRAIN HANDLER OPERATING AGREEMENT (Agreement) is dated as of August 1, 2001 and is between Golden Oval Eggs (GOE) and Farmers Cooperative Company (FCC).
AMENDED & RESTATED SWING LINE NOTEGolden Oval Eggs LLC • October 25th, 2007 • Food and kindred products
This note is one of the Revolving Notes referred to in the Amended and Restated Credit Agreement dated June 30, 2006, and amended by First Amendment to Amended and Restated Credit Agreement dated April 30, 2007, and as further amended by the Second Amendment to Amended and Restated Credit Agreement dated concurrently herewith (as the same may hereafter be from time to time amended, restated or otherwise modified, the “Credit Agreement”) among the undersigned, the Lender and the other lenders named therein. This note is secured, it is subject to certain mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement.
LITTER HANDLING AGREEMENTLitter Handling Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Iowa
This Agreement (“Agreement”) is effective as of the 1st day of January, 2002 by and between Farmers Cooperative Company, an Iowa cooperative association (“FC”) and Golden Oval Eggs, a division of Midwest Investors of Renville, Inc., a Minnesota cooperative association (“GOE”).
EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT BETWEEN GOLDEN OVAL EGGS, LLC AND WILLIAM P. BLOYEREmployment, Non-Competition, and Severance Agreement • April 13th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment, Non-Competition, and Severance Agreement (this “Agreement”), effective for employment as of February 27, 2006 is entered into by and between Golden Oval Eggs, LLC, a Delaware limited liability company (“Company”) and William P. Bloyer, (“VPSC”) and supersede and replaces any prior oral or written agreement for employment between Golden Oval Eggs, LLC and Bill Bloyer.
PULLET PRODUCTION AND SALE AGREEMENTGolden Oval Eggs LLC • September 4th, 2008 • Food and kindred products
This Agreement is made effective August 1, 2008, by and between Fort Recovery Equity, Inc., an Ohio cooperative association that is a corporation (“FRE”), whose address is 2351 Wabash Road, Fort Recovery, Ohio 45846 and Golden Oval Eggs, LLC, a limited liability company (“Golden Oval”), whose address is 1800 Park Avenue East, Renville, Minnesota 56284.
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN GOLDEN OVAL EGGS AND DANA PERSSONEmployment and Non-Competition Agreement • February 6th, 2004 • Golden Oval Eggs LLC • Minnesota
This Employment and Non-Competition Agreement (this “Agreement”), effective July 1, 2002 is entered into by and between Midwest Investors of Renville, Inc. d/b/a Golden Oval Eggs, a Minnesota cooperative (“Company”) and Dana Persson, (“CEO”).
EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT BETWEEN GOLDEN OVAL EGGS, LLC AND ROBERT A. HARRINGTONEmployment, Non-Competition, and Severance Agreement • May 30th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment, Non-Competition, and Severance Agreement (this “Agreement”), effective as of May 23, 2006 is entered into by and between Golden Oval Eggs, LLC, a Delaware limited liability company (“Company”) and Robert A. Harrington, Chief Operation Officer (“COO”) and supersedes and replaces any prior oral or written agreement for employment between Golden Oval Eggs, LLC and Robert A. Harrington. The Company and COO agree that any prior employment agreement terminates by mutual agreement on the effective date of this Agreement. Employment on and after the effective date of this Agreement is governed by and subject to this Agreement.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Colorado
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of June 30, 2006, is made and given by LAND O’LAKES, INC., a Minnesota cooperative corporation, (the “Junior Creditor”) in favor of COBANK, ACB, a federally chartered instrumentality under the Farm Credit Act of 1971, as agent (the “Agent”) for the lenders from time to time party to the Credit Agreement (as defined below), (together with the Agent, the “Senior Creditors”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2007 • Golden Oval Eggs LLC • Food and kindred products
Land Lease Between Midwest Investors of Iowa Cooperative And Golden Oval EggsGolden Oval Eggs LLC • February 17th, 2004 • Food and kindred products
This agreement is made this first day of October, 1999 by and between Midwest Investors of Iowa, Cooperative, and Golden Oval Eggs, a cooperative association organized under the laws of the State of Minnesota, with a mailing address of P.O. Box 615, 340 Dupont Ave. NE, Renville, MN 56284.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 25th, 2007 • Golden Oval Eggs LLC • Food and kindred products • Colorado
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), effective as of October 19, 2007, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”) the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent”).
EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT BETWEEN GOLDEN OVAL EGGS, LLC AND DOUG LEIFERMANNAnd Severance Agreement • November 29th, 2005 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment, Non-Competition, and Severance Agreement (this “Agreement”), effective for employment as of September 1, 2004 is entered into by and between Golden Oval Eggs, LLC, a Delaware limited liability company (“Company”) and Doug Leifermann, (“CFO”) and supersedes and replaces any prior oral or written agreement for employment between Midwest Investors of Renville, Inc. d/b/a Golden Oval Eggs (predecessor to the Company for Golden Oval Eggs, LLC) and Doug Leifermann (CFO). The Company and CFO agree that any prior employment agreement terminates by mutual agreement on the effective date of this Agreement. Employment on and after the effective date of this Agreement is governed by and subject to this Agreement.
Land Lease Between Midwest Investors of Iowa Cooperative And Golden Oval EggsGolden Oval Eggs LLC • February 6th, 2004
This agreement is made this first day of October, 1999 by and between Midwest Investors of Iowa, Cooperative, and Golden Oval Eggs, a cooperative association organized under the laws of the State of Minnesota, with a mailing address of P.O. Box 615, 340 Dupont Ave. NE, Renville, MN 56284.
EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT BETWEEN GOLDEN OVAL EGGS, LLC AND THOMAS A. POWELLEmployment, Non-Competition, and Severance Agreement • August 8th, 2007 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment, Non-Competition, and Severance Agreement (this “Agreement”), effective for employment as of August 1, 2007 is entered into by and between Golden Oval Eggs, LLC, a Delaware limited liability company (“Company”) and Thomas A. Powell (“CFO”) and supersedes and replaces any prior oral or written agreement for employment between Midwest Investors of Renville, Inc. d/b/a Golden Oval Eggs (predecessor to the Company for Golden Oval Eggs, LLC) and Thomas A. Powell (CFO). The Company and CFO agree that any prior employment agreement terminates by mutual agreement on the effective date of this Agreement. Employment on and after the effective date of this Agreement is governed by and subject to this Agreement.
SUBORDINATED PROMISSORY NOTEGolden Oval Eggs LLC • November 29th, 2006 • Food and kindred products • Minnesota
This Note was issued pursuant to that certain Asset Purchase Agreement dated as of May 23, 2006 (the “Agreement”) among the Debtors, the Holder and others. Except as otherwise defined in this Note, all capitalized terms shall have the meanings provided in the Agreement.
EXTENSION AGREEMENTExtension Agreement • April 14th, 2008 • Golden Oval Eggs LLC • Food and kindred products
This EXTENSION AGREEMENT (“Extension Agreement”), effective as of December 13, 2007, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”) the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), and COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent’’).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 20th, 2008 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Amendment to Asset Purchase Agreement (the “Amendment”) is entered into as of February 15, 2008 by and among Moark, LLC, a Missouri limited liability company (“Moark”), Cutler at Abbeville, L.L.C., a Missouri limited liability company (“Cutler”), Hi Point Industries, LLC, a California limited liability company (“Hi Point”), L & W Egg Products, Inc., an Ohio corporation (“L&W”), Norco Ranch, Inc., a California corporation (“Norco”), and Moark Egg Corporation, a Missouri corporation (“MEC” and collectively, the “Seller Parties”), Land O’Lakes, Inc., a Minnesota cooperative corporation (“LOL”), and Golden Oval Eggs, LLC, a Delaware limited liability company (“Golden Oval”), and GOECA, LP, a Delaware limited partnership (“GOECA” and together with Golden Oval, the “Buyer Parties”). The Seller Parties, LOL and the Buyer Parties may be referred to herein as the “Parties.”
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 4th, 2008 • Golden Oval Eggs LLC • Food and kindred products
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Third Amendment”), effective as of August 28, 2008, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”) the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), and COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent”).
SECURITY AGREEMENTSecurity Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Security Agreement, dated as of June 30, 2006 (the “Security Agreement”), is made by Golden Oval Eggs, LLC, a Delaware limited liability company, GOECA, LP, a Delaware Limited Partnership, and Midwest Investors of Iowa, Cooperative, an Iowa Corporation (each a “Grantor,” together the “Grantors”), for the benefit of Land O’Lakes, Inc., a Minnesota cooperative corporation (the “Secured Party”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 17th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Colorado
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of November , 2005, is by and between GOLDEN OVAL EGGS, LLC, a Delaware limited liability company, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, an Iowa cooperative (individually, a “Borrower” and, collectively, the “Borrowers”), the banks and other financial institutions or entities which are signatories hereto (individually, a “Lender” and, collectively, the “Lenders”), COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders, as agent for the Lenders (in such capacity, the “Administrative Agent”), and METROPOLITAN LIFE INSURANCE COMPANY, as a Lender.
SHORT TERM REVOLVING NOTEGolden Oval Eggs LLC • October 25th, 2007 • Food and kindred products
This note is one of the Revolving Notes referred to in the Second Amended and Restated Credit Agreement dated concurrently herewith (as the same may hereafter be from time to time amended, restated or otherwise modified, the “Credit Agreement”) between the undersigned and the Lenders. This note is secured, is subject to certain mandatory prepayments, and its maturity is subject to acceleration, in each ease upon the terms provided in said Credit Agreement.
EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT BETWEEN GOLDEN OVAL EGGS, LLC AND DANA PERSSONAnd Severance Agreement • November 29th, 2005 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment, Non-Competition, and Severance Agreement (this “Agreement”), effective September 1, 2004 is entered into by and between Golden Oval Eggs, LLC a Delaware limited liability company (“Company”) and Dana Persson, (“CEO”) and supersedes and replaces the prior “Employment and Non-Competition Agreement” entered into by Midwest Investors of Renville, Inc. d/b/a Golden Oval Eggs and Dana Persson (predecessor to the Company and CEO) (“Prior Employment Agreement”). The Company and CEO agree that the Prior Employment Agreement terminates by mutual agreement on the effective date of this Agreement. Employment on and after the effective date of this Agreement is governed by and subject to this Agreement.
ASSET PURCHASE AND SALE AGREEMENT BETWEEN MOARK, LLC, CUTLER AT ABBEVILLE, L.L.C., HI POINT INDUSTRIES, LLC, L & W EGG PRODUCTS, INC., NORCO RANCH, INC., AND MOARK EGG CORPORATION, COLLECTIVELY AS SELLER AND GOLDEN OVAL EGGS, LLC AND GOECA, LP AS BUYERAsset Purchase and Sale Agreement • May 30th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
THIS ASSET PURCHASE AND SALE AGREEMENT is made as of the 23rd day of May, 2006, by and among Moark, LLC, a Missouri limited liability company (“Moark”), Cutler at Abbeville, L.L.C., a Missouri limited liability company (“Cutler”), Hi Point Industries, LLC, a California limited liability company (“Hi Point”), L & W Egg Products, Inc., an Ohio corporation (“L&W”), Norco Ranch, Inc., a California corporation (“Norco”) and Moark Egg Corporation, a Missouri corporation (“MEC”) (Moark, Cutler, Hi Point, L&W, Norco and MEC collectively will be referred to in this Agreement as “Seller”), and Golden Oval Eggs, LLC, a Delaware limited liability company and GOECA, LP a Delaware limited partnership jointly, severally, and collectively as “Buyer”. Each of the Sellers and the Buyer is a “Party” and collectively all of the Sellers and the Buyer are the “Parties”.
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN GOLDEN OVAL EGGS AND DANA PERSSONEmployment and Non-Competition Agreement • February 17th, 2004 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Employment and Non-Competition Agreement (this “Agreement”), effective July 1, 2002 is entered into by and between Midwest Investors of Renville, Inc. d/b/a Golden Oval Eggs, a Minnesota cooperative (“Company”) and Dana Persson, (“CEO”).
EXTENSION AND AMENDMENT AGREEMENTExtension and Amendment Agreement • April 14th, 2008 • Golden Oval Eggs LLC • Food and kindred products
This EXTENSION AND AMENDMENT AGREEMENT (“Agreement”), effective as of March 11, 2008, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”) the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), and COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2008 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Purchase and Sale Agreement (the “Agreement”) is made this 15th day of December, 2008, by and among GOLDEN OVAL EGGS, LLC, a Delaware limited liability company (“GOE”), MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative association organized under Chapter 501 of the Iowa Code (“Midwest”), GOEMCA, INC., a Delaware Corporation (“GOEMCA”), GOECA, LP, a Delaware limited partnership (“GOECA,” and, together with GOE, GOEMCA and Midwest, collectively, the “Seller” or individually, a “Seller Party”), and REMBRANDT ENTERPRISES, INC., an Iowa Subchapter S corporation (“Purchaser”). Unless otherwise defined in this Agreement, capitalized terms are defined in SECTION 10.12.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GOLDEN OVAL EGGS, LLCGolden Oval Eggs LLC • February 20th, 2008 • Food and kindred products • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Golden Oval Eggs, LLC a Delaware limited liability company (the “Company”), is dated as of February 15, 2008.
