EXHIBIT 10.67 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of this 31st day of October 1997, and amended as of the 1st day of January 1999, by and between MICHAEL FOODS, INC., a Minnesota corporation (hereinafter...Employment Agreement • March 31st, 1999 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
among MICHAEL FOODS, INC. as Borrower,Credit Agreement • April 11th, 2001 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York
DATED AS OFMerger Agreement • December 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
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 • March 8th, 2001 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
EXHIBIT 10.71 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 15 day of July, 1999, between Michael Foods, Inc., a Minnesota corporation having its principal executive offices in Minneapolis, Minnesota (the"Company"), and Gregg A. Ostrander (the...Employment Agreement • November 15th, 1999 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
1 Exhibit 10.76 EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of the 6th day of August, 1999, by and between MICHAEL FOODS, INC., a Minnesota corporation (the "Company") and NORMAN A. RODRIGUEZ (the "Executive"). WHEREAS, Executive has...Employment Agreement • November 15th, 1999 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
Exhibit 10.73 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 15 day of July, 1999, between Michael Foods, Inc., a Minnesota corporation having its principal executive offices in Minneapolis, Minnesota (the "Company"), and John D. Reedy (the...Employment Agreement • November 15th, 1999 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of this 5th day of June, 2000, by and between MICHAEL FOODS, INC., a Minnesota corporation (hereinafter referred to as "Michael Foods"), and JEFFREY M. SHAPIRO...Employment Agreement • March 12th, 2001 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties
SHAREHOLDER AGREEMENT This Agreement dated as of May 22, 2000 (the "Shareholder Agreement") by and between Michael Foods, Inc., a Minnesota corporation ("Michael") and the Shareholders of Michael listed on Schedule I (individually "Shareholder" and...Shareholder Agreement • November 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
1 EXHIBIT 10.8 AMENDMENT TO LICENSE AGREEMENTS THIS AGREEMENT dated this 18th day December, 1996, by and between North Carolina State University ("UNIVERSITY") and Michael Foods, Inc., a Delaware corporation ("LICENSEE"); WHEREAS, under date of April...License Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • New Jersey
SUPPLEMENTAL INDENTURESupplemental Indenture • April 11th, 2001 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York
REVOLVING LOAN AGREEMENT DATED AS OF MAY 10, 2000 AMONG MICHAEL FOODS, INC., THE BANKS LISTED HEREIN AND BANK OF AMERICA, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENTRevolving Loan Agreement • March 12th, 2001 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties
SHAREHOLDER AGREEMENT This Agreement dated as of May 22, 2000 (the "Shareholder Agreement") by and between Michael Foods, Inc., a Minnesota corporation ("Michael") and the Shareholders of Michael listed on Schedule I (individually "Shareholder" and...Shareholder Agreement • November 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • Minnesota
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG MICHAEL FOODS, INC., M.G. WALDBAUM COMPANY AND PAPETTI'S HYGRADE EGG PRODUCTS, INC., AND QUAKER STATE FARMS, INC., PAPETTI'S OF IOWA FOOD PRODUCTS, INC., MONARK EGG CORPORATION, EGG...Agreement and Plan of Reorganization • March 31st, 1998 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software
EXECUTION COPY -------------- FIRST AMENDMENT TO LEASE AGREEMENT ---------------------------------- THIS AGREEMENT entered into effective as of the 20th day of December, 2000 (the "Effective Date"), by and between ASA Company, a New Jersey general...Lease Agreement • March 12th, 2001 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties
ARTICLE ILoan Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Minnesota
PAPETTI HOLDING COMPANY JACK BERNSTEIN, SHERWOOD WEISER AND ESTATE OF DAVID LEVINSON AS LANDLORD, AND MICHAEL FOODS, INC., AS TENANTLease Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
1 EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of the 26th day of February, 1997 (the "Agreement"), by and between MICHAEL FOODS, INC., a Delaware corporation (hereinafter referred to as "Michael Foods") and STEPHEN...Employment Agreement • March 28th, 1997 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software • Minnesota
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of this 31st day of October, 1997, by and between MICHAEL FOODS, INC., a Minnesota corporation (hereinafter referred to as "Michael Foods") and JD CLARKSON (hereinafter referred to as...Employment Agreement • March 31st, 1998 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software • Minnesota
RECHSTEINER/PAPETTI, ET AL. AS LANDLORD AND MICHAEL FOODS, INC., AS TENANTLease Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
1 EXHIBIT 10.77 AMENDMENT TO SHAREHOLDER AGREEMENT This Agreement dated as of February 25, 2000 by and between MICHAEL FOODS, INC. a Minnesota corporation ("MICHAEL"); the Shareholders of Michael listed on Schedule I (individually "SHAREHOLDER" and...Shareholder Agreement • March 30th, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties
1 EXHIBIT 10.37 EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of the 26th day of February, 1997 (the "Agreement"), by and between MICHAEL FOODS, INC., a Delaware corporation (hereinafter referred to as "Michael Foods") and ARTHUR J....Employment Agreement • March 28th, 1997 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software • Minnesota
REVOLVING LOAN AGREEMENT DATED AS OF FEBRUARY 28, 1997 AMONG MICHAEL FOODS, INC., THE BANKS LISTED HEREIN AND BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS AGENTRevolving Loan Agreement • March 13th, 1997 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software
OFFICE/SERVICE CENTER LEASE AGREEMENTLease Agreement • November 5th, 1996 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Illinois
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • November 22nd, 2000 • Michael Foods Inc /Mn • Agricultural prod-livestock & animal specialties • California
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is entered into by and between NULAID FOODS, INC., VALLEY FRESH FOODS, INC., and NULAID NEST-BEST, on the one hand, and NORTH CAROLINA STATE UNIVERSITY ("NCSU") and MICHAEL FOODS, INC. ("Michael Foods"), on the other hand. The "Effective Date" of this Agreement shall be the date by which the last party executes the agreement and the Pre-Settlement Royalties are paid.
AGREEMENT AND PLAN OF MERGER by and among M-FOODS INVESTORS, LLC, as Stockholder Representative, THL FOOD PRODUCTS HOLDING CO., THL FOOD PRODUCTS CO., M-FOODS HOLDINGS, INC., and the STOCKHOLDERS October 10, 2003Merger Agreement • October 16th, 2003 • Michael Foods Inc /Mn • Poultry slaughtering and processing • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 10, 2003, by and among THL Food Products Holding Co., a Delaware corporation (“Buyer”), THL Food Products Co., a Delaware corporation (“Merger Sub”), M-Foods Holdings, Inc., a Delaware corporation (the “Company”), M-Foods Investors, LLC, a Delaware limited liability company, as representative of the Stockholders (in such capacity, the “Stockholder Representative”), and the Persons indicated on the attached Stockholders Schedule as holding Shares (each a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing
THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between Papetti Holding Company, a New Jersey general partnership, Jack Bernstein, Sherwood Weiser & Estate of David Levinson (collectively, the “Landlord”) and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing
THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between Papetti Holding Company, a New Jersey general partnership (“Landlord”), and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).
AMENDMENT NO. 1 TO THE SENIOR UNSECURED TERM LOAN AGREEMENTSenior Unsecured Term Loan Agreement • September 21st, 2004 • Michael Foods Inc /Mn • Poultry slaughtering and processing • New York
AMENDMENT NO. 1 TO THE SENIOR UNSECURED TERM LOAN AGREEMENT dated as of September 17, 2004 (this “Amendment”) among MICHAEL FOODS, INC., a Delaware corporation (formerly, THL Food Products Co., the “Borrower”), M-FOODS HOLDINGS, INC., a Delaware corporation (formerly, THL Food Products Holding Co., “Holdings”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2007 • Michael Foods Inc /Mn • Poultry slaughtering and processing
THIS AGREEMENT entered into effective as of the 30th day of September, 2006 (the “Effective Date”), by and between A&A Urban Renewal Company, a New Jersey general partnership (“Landlord”), and Michael Foods, Inc., a corporation organized under the laws of the State of Minnesota (“Tenant”).
Exhibit 99(a)(5) VESTAR CAPITAL AND GOLDNER HAWN COMPLETE $800 MILLION TRANSACTION TO TAKE MICHAEL FOODS PRIVATE DEAL INCLUDES $200 MILLION OF HIGH- YIELD DEBT MINNEAPOLIS, April 10 - Michael Foods, Inc. (Nasdaq\NMS:MIKL) today announced the...Merger Agreement • April 11th, 2001 • Michael Foods Inc /Mn • Poultry slaughtering and processing
RECITALSAssignment and Acceptance Agreement • March 31st, 1998 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software
SECURITIES PURCHASE AGREEMENT by and among Suiza Dairy Group, Inc., as the Buyer andSecurities Purchase Agreement • October 17th, 2003 • Michael Foods Inc /Mn • Poultry slaughtering and processing • Delaware
This Securities Purchase Agreement (the “Agreement”) is made and entered into as of October 1, 2003, by and among Suiza Dairy Group, Inc., a Delaware corporation (the “Buyer”), and Michael Foods, Inc., a Minnesota corporation, Michael Foods of Delaware, Inc., a Delaware corporation, Kohler Mix Specialties, Inc., a Minnesota corporation (“KMSI”), M-Foods Dairy Holdings, LLC, a Delaware limited liability company (“MFDH”), and Marathon Dairy, LLC, a Delaware limited liability company (“Marathon LLC”) (each individually a “Seller” and collectively, the “Sellers”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 27th, 1995 • North Star Universal Inc • Wholesale-computers & peripheral equipment & software • Minnesota
RECITALS:Sublicense Agreement • March 31st, 1998 • Michael Foods Inc /Mn • Wholesale-computers & peripheral equipment & software • New Jersey
