AMENDED AND RESTATED 2 3 SPECIALTY FOODS ACQUISITION CORPORATION 1994 STOCK OPTION PLAN Date of Grant: 11/17/94 Expiration Date: 11/17/04 Grantee: Paul J. Liska No. of Shares: 162,500 Option Price/Share: $0.7267032211 Option Control Number: 0017...Non-Qualified Stock Option Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Illinois
EXHIBIT 10.93 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 1999 • Specialty Foods Acquisition Corp • Dairy products • Illinois
EXHIBIT 10.52 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (the "Agreement") is made as of this 29th day of August, 1997 by and among SPECIALTY FOODS CORPORATION, a Delaware corporation ("SFC"), H&M FOOD SYSTEMS COMPANY, INC., a Delaware corporation...Severance Agreement • March 31st, 1999 • Specialty Foods Acquisition Corp • Dairy products • Illinois
EXHIBIT 10.94 Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), effective as of May 1, 1999, among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation ("SFAC"), SPECIALTY FOODS CORPORATION, a Delaware...Executive Employment Agreement • May 14th, 1999 • Specialty Foods Acquisition Corp • Dairy products • Illinois
EXHIBIT 99.3 U.S. $168,211,259.00 AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of June 11, 1999, (amending and restating the Term Loan Agreement, dated as of March 16, 1998),Term Loan Agreement • June 30th, 1999 • Specialty Foods Acquisition Corp • Dairy products
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 7, 1997 (the Agreement), among Saputo Group Inc., a Canadian corporation (the Parent), Saputo Acquisition, Inc. a Delaware corporation (the Buyer), and Specialty Foods...Stock Purchase Agreement • December 22nd, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.43 AMENDMENT NO. 2 TO SFC AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Amendment, dated as of December 27 1996 (this "Amendment") to the Amended and Restated Receivables Sale Agreement, dated as of November 16, 1994, among Specialty...Receivables Sale Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
We refer to the Amendment, dated as of December ___, 1996 (the "Amendment"), to the Amended and Restated Receivables Sales Agreement, dated as of November 16, 1994 (the "Receivables Sale Agreement") among Specialty Foods Finance corporation, a Delaware corporation (the "Company"), Specialty Foods Corporation, a Delaware corporation, as master servicer (the "Master Servicer"), and each of the subsidiaries of the Master Servicer from time to time party thereto. We hereby certify that we have been given adequate notice pursuant to Section 10.1 of the Pooling Agreement.
EXHIBIT 10.83 STOCK PURCHASE AGREEMENT by and among SPECIALTY FOODS CORPORATION, ARCHWAY COOKIES, INC.,Stock Purchase Agreement • November 9th, 1998 • Specialty Foods Acquisition Corp • Dairy products • Michigan
Exhibit 10.46 JULY 1997 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS JULY 1997 AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), entered into and effective as of July 30, 1997, by and among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware...Executive Employment Agreement • March 31st, 1998 • Specialty Foods Acquisition Corp • Dairy products
EXECUTION COPY SPECIALTY FOODS FINANCE CORPORATION, SPECIALTY FOODS CORPORATION, as Master Servicer, THE CHASE MANHATTAN BANK, as Trustee SERIES 1998-1 SUPPLEMENT Dated as of March 31, 1998 to POOLING AGREEMENT Dated as of November 16, 1994 SFC MASTER...Pooling Agreement • May 15th, 1998 • Specialty Foods Acquisition Corp • Dairy products • New York
AMENDMENT NO. 3 TO SERIES 1998-1 SUPPLEMENT AND AMENDMENT NO. 1 TO SERIES 1998-1 CERTIFICATE PURCHASE AGREEMENTCertificate Purchase Agreement • June 30th, 1999 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.81 AMENDED AND RESTATED 3Termination Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
STOCK PURCHASE AGREEMENT THIS AGREEMENT is entered into as of this 26th day of November, 1996 by and between SPECIALTY FOODS CORPORATION, a Delaware corporation ("Seller"), and B COMPANIES ACQUISITION CORP., a Delaware corporation ("Buyer"). Seller...Stock Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.86 15 AUGUST PURCHASE AGREEMENTPurchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.45 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 15, 1999, among SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation ("SFAC"), SPECIALTY...Executive Employment Agreement • March 31st, 1999 • Specialty Foods Acquisition Corp • Dairy products • Delaware
EQUITY INVESTMENT AGREEMENTEquity Investment Agreement • August 14th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.88 18 AUGUST PURCHASE AGREEMENTPurchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.87 2 FIRST AMENDMENT TO AUGUST PURCHASE AGREEMENTAugust Purchase Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products
EXHIBIT 10.69 [FORM OF AMENDMENT TO DEFERRED BONUS AGREEMENT] ___________________, 1999 ___________________ ___________________ ___________________ ___________________ Dear _______________: In recognition of your significant contributions, [Metz...Deferred Bonus Agreement • March 31st, 1999 • Specialty Foods Acquisition Corp • Dairy products
EXHIBIT 10.39 Doc#:DS3:499362.1 31-073 Doc#:DS3:499362.1 31-073 AMENDMENT NO. 1 TO SFC MASTER TRUST POOLING AND SERVICING AGREEMENTS Amendment, dated as of December 16, 1996 (this "Amendment") to each of: (a) the Pooling Agreement, dated as of...Pooling and Servicing Agreements • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.79 Execution Copy - 5 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
U.S. $173,750,000Term Loan Agreement • March 31st, 1998 • Specialty Foods Acquisition Corp • Dairy products
Doc#:DS3:499372.1 31-073 Doc#:DS3:499372.1 31-073 AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.99 Date of Grant: Participant: Patrick J. O'Dea Participation Rate: Control Number: MOTHER'S CAKE & COOKIE CO. SUPPLEMENTAL LONG TERM INCENTIVE PLAN PARTICIPATION AWARD AGREEMENT dated as of May 1st, 1999 by and between MOTHER'S CAKE &...Participation Award Agreement • May 14th, 1999 • Specialty Foods Acquisition Corp • Dairy products
EXHIBIT 10.83 AMENDED AND RESTATED 2Termination Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
EXHIBIT 99.7 EXECUTION COPY PERFORMANCE GUARANTY THIS PERFORMANCE GUARANTY (this "Guaranty") is made as of June 10, 1999 by SFC NEW HOLDINGS, INC, a Delaware corporation ("SFC"), as Master Servicer (in such capacity, the "Master Servicer" and...Performance Guaranty • June 30th, 1999 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 99.6Series 1998-1 Supplement • June 30th, 1999 • Specialty Foods Acquisition Corp • Dairy products • New York
Exhibit 10.52 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of October 27, 1997 is made by and between SPECIALTY FOODS ACQUISITION CORPORATION, a Delaware corporation (the "Company"), and LAWRENCE S. BENJAMIN (the "Optionee"). WHEREAS,...Stock Option Agreement • March 31st, 1998 • Specialty Foods Acquisition Corp • Dairy products • Delaware
SERIES 1998-1 CERTIFICATE PURCHASE AGREEMENTCertificate Purchase Agreement • May 15th, 1998 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.95 Mr. David E. Schreibman Page 4 May 1, 1999 May 1, 1999 Mr. David E. Schreibman c/o Specialty Foods Corporation 520 Lake Cook Road, Suite 550 Deerfield, IL 60015 Dear David: We are pleased to inform you that you are eligible to...Retention Bonus Agreement • May 14th, 1999 • Specialty Foods Acquisition Corp • Dairy products • Illinois
EXHIBIT 10.80 Execution Copy - 21 - EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • Delaware
AMENDMENT to SERIES 1998-1 SUPPLEMENT Dated as of March 31, 1998Series 1998-1 Supplement Amendment • May 15th, 1998 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.90Master Lease Agreement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products
EXHIBIT 99.4 SFC MASTER TRUST AMENDMENT NO. 7 TO EACH OF THE POOLING AGREEMENT AND THE RECEIVABLES SALE AGREEMENT AND AMENDMENT NO. 2 TO THE SERVICING AGREEMENT AND CONSENT RELATED THERETO This Amendment and Consent, dated as of June 10, 1999 (the...Pooling Agreement, Receivables Sale Agreement, Servicing Agreement • June 30th, 1999 • Specialty Foods Acquisition Corp • Dairy products • New York
EXHIBIT 10.34 2 Doc#:DS3:499379.1 31-073 Doc#:DS3:499379.1 31-073 EXECUTION COPY AMENDMENT NO. 1 TO SERIES 1996-1 SUPPLEMENT AMENDMENT No. 1, dated as of November 29, 1996 (this "Amendment"), to the Series 1996-1 Supplement, dated as of August 1, 1996...Series 1996-1 Supplement • March 28th, 1997 • Specialty Foods Acquisition Corp • Dairy products • New York
