EXHIBIT 10.38 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made and entered into this 28th day of February, 1995, by and between FLAV-O-RICH, INC., a Kentucky cooperative association ("Landlord"), and SOUTHERN FOODS GROUP, L.P., a Delaware...Lease Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
a) at the Closing of the Purchase Agreement, execute the Meadow Gold Trademark License Agreement as defined in, and attached as Exhibit D to, the Purchase Agreement; (b) execute the Milk Products Sublicense Agreement in the form attached hereto as...Assignment and Assumption Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
1 EXHIBIT 10.13SFG Capital Corp • April 2nd, 1998
August 27, 1997 CHASE SECURITIES INC. 270 Park Avenue 4th floor New York, New York 10017 Ladies and Gentlemen: Southern Foods Group, L.P., a Delaware limited partnership ("SFG"), and SFG Capital Corporation, a Delaware corporation ("SFG Capital" and,...SFG Capital Corp • April 2nd, 1998 • New York
1 EXHIBIT 10.37 LEASE AGREEMENTSFG Capital Corp • April 2nd, 1998
1 EXHIBIT 10.20 TRADEMARK LICENSE AGREEMENT This Agreement is made effective as of this 1st day of September, 1995 by and between Foremost Farms USA, Cooperative, a Wisconsin corporation with its principal place of business at Route 3, Baraboo,...Trademark License Agreement • April 2nd, 1998 • SFG Capital Corp • Wisconsin
September 4, 1997 CHASE SECURITIES INC. 270 Park Avenue 4th floor New York, New York 10017 Ladies and Gentlemen: Southern Foods Group, L.P., a Delaware limited partnership ("SFG"), and SFG Capital Corporation, a Delaware corporation ("SFG Capital"...SFG Capital Corp • April 2nd, 1998 • New York
1 - 2 year period, notifies the other party in writing that this Agreement shall expire rather than be extended for additional one (1) year periods; orExecutive Employment Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
MID-AM CAPITAL, L.L.C. By: /s/ GERALD L. BOS ------------------------------------------- Its: CEO and Treasurer -------------------------------------- SOUTHERN FOODS GROUP, L.P. By: SFG Management Limited Liability Company, General Partner By: /s/...Capital Contribution Agreement • April 2nd, 1998 • SFG Capital Corp
BF PROPERTIES COMPANY, AS LESSOR AND FORMERLY BEATRICE FOODS CO., NOW BEATRICE COMPANIES, INC. AS LESSEELease and Agreement • April 2nd, 1998 • SFG Capital Corp
OFSFG Capital Corp • April 2nd, 1998
Representations and WarrantiesAsset Purchase Agreement • April 2nd, 1998 • SFG Capital Corp • New York
ARTICLE I DEFINITIONSTrademark Sublicense Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
iii- 5 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
ARTICLE I DEFINITIONSTrademark License Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
ARTICLE I PURCHASE AND SALE; NON-COMPETITION 1.1 Sale and Purchase of Assets . . . . . . . . . . . . . . . . . . 1 (a) Real Property . . . . . . . . . . . . . . . . . . . . . 1 (b) Personal Property . . . . . . . . . . . . . . . . . . . 2 (c)...Asset Purchase and Sale Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
1 2 "(ii) Next, unless limited by the terms of any outstanding financing arrangements set forth in any agreement or agreements to which the Partnership is a party, Net Operating Cash Flow shall be distributed among the Preferred Limited Partners as...SFG Capital Corp • April 2nd, 1998
1 2 c. impair, limit or release any right of BLC, or any obligation, accrued and executory, of Sublessor to BLC under the Lease; orSublease Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
1 EXHIBIT 10.35 MILK SUPPLY AGREEMENT* This Agreement is entered into as of the 17th day of February, 1998, by and between Dairy Farmers of America, Inc. ("Seller") and Southern Foods Group, L.P. ("Buyer"). Seller is in the business of marketing...Milk Supply Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
1 EXHIBIT 10.17License Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
1 EXHIBIT 10.14Milk Products Sublicense Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
EXHIBIT 10.10SFG Capital Corp • April 2nd, 1998
Execution Copy PATENT ASSIGNMENTSFG Capital Corp • April 2nd, 1998
EXHIBIT 10.16Patent License Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
PREAMBLECompliance Agreement • April 2nd, 1998 • SFG Capital Corp
ARTICLE I DEFINITIONSProducts Trademark License Agreement • April 2nd, 1998 • SFG Capital Corp • Texas
1 EXHIBIT 3.8 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SFG MANAGEMENT LIMITED LIABILITY COMPANY This First Amendment ("Amendment") to the Second Amended and Restated Limited Liability Company Agreement of...SFG Capital Corp • April 2nd, 1998
3. On May 27, 1994, Southern Foods was charged by Criminal Information in the United States District Court for the Western District of Louisiana with one count of violating the Sherman Act (15 U.S.C. Section 1). The Information alleged that Southern...Administrative Agreement • April 2nd, 1998 • SFG Capital Corp
1 EXHIBIT 10.1 STOCK PURCHASE AND MERGER AGREEMENT Dated as of May 22, 1997Stock Purchase and Merger Agreement • April 2nd, 1998 • SFG Capital Corp • Delaware
2 - 3 IN WITNESS WHEREOF, the parties hereto have executed this License Assignment and Assumption Agreement as of the day and year set forth above. ASSIGNOR:License Assignment and Assumption Agreement • April 2nd, 1998 • SFG Capital Corp
