Letter Agreement Regarding Rollover Shares in Connection with Agreement and Plan of Merger among M-Foods Holdings, M-Foods Investors, THL Food Products Holding Co., and THL Food Products Co.

Summary

This letter agreement, dated November 17, 2003, is between M-Foods Holdings, Inc., M-Foods Investors, LLC, THL Food Products Holding Co., and THL Food Products Co. It modifies the existing Agreement and Plan of Merger to allow M-Foods Investors, LLC to distribute certain shares to management, who will then exchange them for equity in the parent of the buyer. These shares will ultimately be cancelled as part of the merger process. All other terms of the original merger agreement remain unchanged.

EX-2.4 5 dex24.txt LETTER AGREEMENT, DATED NOVEMBER 17, 2003 Exhibit 2.4 November 17, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson Re: Agreement and Plan of Merger ---------------------------- Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger by and among M-Foods Investors, LLC, as Stockholder Representative, THL Food Products Holding Co. ("Buyer"), THL Food Products Co. ("Merger Sub"), M-Foods Holdings, Inc. (the "Company") and the Stockholders, dated as of October 10, 2003 (as the same has been amended in accordance with its terms, the "Agreement"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Agreement. Notwithstanding anything to the contrary contained in the Agreement, immediately prior to the Effective Time, M-Foods Investors, LLC will distribute a certain number of shares of Common Stock (the "Rollover Shares") it currently holds to certain of its management members (the management members will then exchange the Rollover Shares for equity interests in the direct parent of Buyer ("THL LLC")). Following such exchange, and immediately prior to the Effective Time, THL LLC will contribute the Rollover Shares to Buyer and Buyer will, in turn, contribute the Rollover Shares to Merger Sub. The Rollover Shares will be cancelled for no consideration in accordance with the terms of the Agreement. All matters relating to the interpretation, construction, validity and enforcement of this letter agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. Except as modified hereby, the Agreement remains unchanged and in full force and effect. If you are in agreement with the foregoing, please countersign this letter where indicated below. THL FOOD PRODUCTS HOLDING CO. THL FOOD PRODUCTS CO. By: /s/ Kent Weldon By: /s/ Kent Weldon ----------------------------------- ----------------------------------- Name: Kent Weldon Name: Kent Weldon Title: Vice President Title: Vice President AGREED AND ACCEPTED: COMPANY STOCKHOLDER REPRESENTATIVE M-FOODS HOLDINGS, INC. M-FOODS INVESTORS, LLC By: /s/ Mark D. Witmer By: /s/ Gregg A. Ostrander ----------------------------------- ----------------------------------- Name: Mark D. Witmer Name: Gregg A. Ostrander Title: Secretary Title: C.E.O Dated: November 17, 2003