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EXHIBIT 10.77
AMENDMENT TO SHAREHOLDER AGREEMENT
This Agreement dated as of February 25, 2000 by and between XXXXXXX FOODS,
INC. a Minnesota corporation ("XXXXXXX"); the Shareholders of Xxxxxxx listed on
Schedule I (individually "SHAREHOLDER" and collectively "SHAREHOLDERS"); the
other former Shareholders and Partners of Papetti's Hygrade Egg Products, Inc.
("PAPETTI'S HYGRADE") and the Acquired Entities identified in the
Reorganization Agreement described below and listed on Schedule I (the
"SELLERS") and the Representative of the Shareholders and Sellers;
WHEREAS, under date of June 29, 1996, Xxxxxxx, X.X. Xxxxxxxx Company, a
Nebraska corporation ("ACQUISITION"), Papetti's Hygrade and the Acquired
Entities defined therein entered into a Plan and Agreement of Reorganization
(as amended, the "REORGANIZATION AGREEMENT") whereby Xxxxxxx acquired Papetti's
Hygrade by merger and Acquisition acquired each of the Acquired Entities by
mergers or through asset purchases and liability assumption; and
WHEREAS, in connection with the consummation of the transactions
contemplated by the Reorganization Agreement, the parties hereto entered into a
Shareholder Agreement dated as of February 26, 1997 providing the Shareholders
with certain registration rights as described therein which rights expire on
February 25, 2000; and
WHEREAS, Xxxxxxx, the Shareholders and the Sellers desire to extend the
expiration date of the registration rights of the Shareholders under Section 8
of the Shareholder Agreement to permit Xxxxxxx and such Shareholders to
negotiate an agreement that will permit the Shareholders to make an orderly
disposition of all or a portion of their shares of common stock of Xxxxxxx; to
consider continued registration rights as part of a new agreement; and to
define terms and conditions of continued board representation;
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NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree that the rights and
obligations of the parties that expired only on the third anniversary of the
Shareholder Agreement, specifically Sections 4, 5(b),7 and 8 thereof shall be
amended to extend the expiration date thereof until May 26, 2000. In all other
respects, the Shareholder Agreement dated February 26, 1997 shall be
unaffected. However, should the Shareholders wish to register any shares during
the ninety (90) day extension, all printing, legal and accounting expenses
incurred by Xxxxxxx directly attributable to the request for such registration
by the Shareholders, and all registration and filing fees imposed by the SEC,
any state securities commission or the NASDAQ-NMS, and any brokerage fees
or commissions, and any taxes of any kind, incurred by the Shareholders, with
respect to any disposition, sale or transfer of Registerable Securities, will
be the sole responsibility of the registering Shareholders.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the day
and year first above written.
XXXXXXX FOODS, INC.
By: /s/Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Its: President
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
as Representative of and attorney-in-fact for the
Shareholders and Sellers listed on Schedule I
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SCHEDULE I
LIST OF SHAREHOLDERS AND SELLERS
A. SHAREHOLDERS
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx
X. XXXXXXX
Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx
The Xxxxxx Xxxxxxx S Corporation Stock Trust
The Xxxxxxx Xxxxxxx S Corporation Stock Trust
The Xxxx Xxxxx Xxxx S Corporation Stock Trust
The Xxxxxx X. Xxxxxxx S Corporation Stock Trust
The Xxxx Xxxxxxx Xxxxxxx S Corporation Stock Trust
Declaration of Irrevocable Living Trust by Xxxxxxx Xxxxxxx FBO Xxxxxxx
Xxxxxxx U/D 2/1/95
Declaration of Irrevocable Living Trust by Xxxxxxx Xxxxxxx FBO Xxxxxx
Xxxxxxx U/D 2/1/95
Declaration of Irrevocable Living Trust by Xxxxxx X. Xxxxxxx FBO Xxxxxx X.
Xxxxxxx U/D 12/1/93
Declaration of Irrevocable Living Trust by Xxxxxx X. Xxxxxxx FBO Xxxx
Xxxxx Xxxxxxx-Xxxx U/D 12/1/93
Declaration of Irrevocable Living Trust by Xxxxxx X. Xxxxxxx FBO Xxxx
Xxxxxxx Xxxxxxx U/D 12/1/93
Xxxxxx X. Xxxxxxx Family Limited Partnership
Xxxxxxx Xxxxxxx Family Limited Partnership
Xxxxxx Xxxxxxx Family Limited Partnership
Xxxx Xxxxx Xxxx Family Limited Partnership
Xxxxxx Xxxxxxx Family Trust
Xxxxxxx Xxxxxxx Family Trust
Xxxxxx X. Xxxxxxx Family Trust
Xxxx Xxxxx Xxxx Family Trust
1995 Irrevocable Living GSTE Trust by Xxxxxxx Xxxxxxx FBO Xxxxxx X.
Xxxxxxx U/D 8/10/95
1995 Irrevocable Living GSTE Trust by Xxxxxxx Xxxxxxx FBO Xxxxxx Xxxxxxx
U/D 8/10/95
1995 Irrevocable Living GSTE Trust by Xxxxxxx Xxxxxxx FBO Xxxxxxx Xxxxxxx
U/D 8/10/95
1995 Irrevocable Living Trust by Xxxx Xxxxx Xxxx FBO Xxxx Xxxxx Xxxx U/D
8/10/95 Xxxx Xxxxxxx Xxxxxxx
