0001193125-11-153524 Sample Contracts

Goldman, Sachs & Co. New York, New York 10282 THL Managers V, LLC Boston, Massachusetts 02110 Re: Management Agreement Ladies and Gentlemen:

Management Agreement • May 27th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing • New York

• Contract Type
  Management Agreement
• Filed
  May 27th, 2011
• Company
  Michael Foods Group, Inc.
• Industry
  Poultry slaughtering and processing
• Jurisdiction
  New York

This letter agreement (this “Agreement”) serves to confirm the retention by MFI Holding Corporation (the “Company”) of Goldman, Sachs & Co. (the “GS Manager”) and THL Managers V, LLC (the “THL Manager” and together with the GS Manager, the “Managers” and each a “Manager”) to provide management, consulting and financial services to the Company and its subsidiaries (collectively, the “Company Group”), as follows:

First Amendment of Management Agreement

Management Agreement • May 27th, 2011 • Michael Foods Group, Inc. • Poultry slaughtering and processing

• Contract Type
  Management Agreement
• Filed
  May 27th, 2011
• Company
  Michael Foods Group, Inc.
• Industry
  Poultry slaughtering and processing

This First Amendment of Management Agreement, effective June 30, 2010, modifies the Management Agreement dated June 29, 2010 among Goldman, Sachs & Co., THL Managers V, LLC, and MFI Holding Corporation.