EAGLE FAMILY FOODS HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of this 23rd day of November, 2004, by and among GE Investment Private Placement Partners II, a Limited Partnership (“GEI”), Warburg, Pincus Ventures, L.P., a Delaware limited partnership (“Warburg”), Dairy Farmers of America Inc. (“DFA” and, together with GEI and Warburg, the “Institutional Investors”); the individuals whose names and addresses appear from time to time on Schedule I hereto (the “Management Investors” and, together with the Institutional Investors, the “Investors”); and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into by and between Craig A. Steinke (the “Stockholder”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).
EAGLE FAMILY FOODS HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2004, among the investors listed from time to time on Schedule I hereto (the “Investors”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).
RESTRICTED STOCK AGREEMENT UNDER THE EAGLE FAMILY FOODS HOLDINGS, INC.Restricted Stock Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
THIS AGREEMENT is made effective as of the 23rd day of November, 2004 between Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”), and Craig A. Steinke (the “Grantee”). Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Eagle Family Foods Holdings, Inc. 1998 Stock Incentive Plan (the “Plan”).
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) dated as of November 23, 2004 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party hereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and CONGRESS FINANCIAL CORPORATION (CENTRAL) (“Congress”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Ohio
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of November, 2004, by and among Eagle Family Foods, Inc., a Delaware corporation (the “Company”), Eagle Family Foods Holdings, Inc., a Delaware corporation (“Holdings”), GE Investment Private Placement Partners II, a Limited Partnership (solely for purposes of Section 3.1), Warburg, Pincus Ventures, L.P., a Delaware limited partnership (solely for purposes of Section 3.1), Dairy Farmers of America Inc. (solely for purposes of Section 3.1), and Craig A. Steinke (“Executive”).
MILK SUPPLY AGREEMENTMilk Supply Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Texas
This Milk Supply Agreement (“Agreement”) is entered into as of the 23rd day of November, 2004, by and between Dairy Farmers of America, Inc., a Kansas cooperative marketing association (“Seller”) and Eagle Family Foods, Inc., a Delaware corporation (“Buyer”). Buyer desires to purchase unprocessed Grade “A” milk (“Demand Milk”) from Seller. Seller desires to supply all the quantities of Demand Milk to Buyer’s processing plant located in El Paso, Texas (the “Plant”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Contribution and Exchange Agreement, dated as of November 23, 2004 (the “Agreement”), is entered into by and among the institutional stockholders listed on Schedule I hereto (the “Stockholders”) and Eagle Family Foods Holdings, Inc., a Delaware corporation (the “Company”).
Eagle Family Foods, Inc. Gahanna, Ohio 43230 Tolling AgreementTolling Agreement • November 30th, 2004 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • Texas
Reference is made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of November 23, 2004 by and among Dairy Farmers of America, Inc. (“DFA”) as Seller, Mid-Am Capital, L.L.C., Eagle Family Foods, Inc. (“Eagle”) as Buyer, and Eagle Family Foods Holdings, Inc., as Parent, pursuant to which Eagle will purchase DFA’s manufacturing plant located in El Paso, Texas (the “Plant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
