MICHAEL FOODS INVESTORS, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 21, 2009Limited Liability Company Agreement • March 25th, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Michael Foods Investors, LLC, dated and effective as of December 21, 2009 (this “Agreement”), is adopted and agreed to by and among Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, 1997 Thomas H. Lee Nominee Trust, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I, LLC, Putnam Investments Employees’ Securities Company II, LLC (collectively the “THL Holders”), the Persons listed on Schedule A attached hereto who executed the Original Agreement (as defined below) or a joinder to this Agreement prior to the date hereof, and each other Person who hereafter at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to THL or any other Member shall include such Member’s Successors in Interest t
FOURTH AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • March 25th, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
This FOURTH AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this December 21, 2009, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended to date (the “Securityholders Agreement”).
