Third Amendment to Michael Foods Investors, LLC



 Exhibit 10.64 
 THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC 
 SECURITYHOLDERS AGREEMENT 
 This THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT
(this “Amendment”) is entered into and made effective as of this October 23, 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”).

 WHEREAS, the Company has established two new classes of units of the Company designated as Class F Units and Class G Units;

 WHEREAS, concurrently herewith the Company is (i) issuing Class F Units of the Company to Mark W. Westphal and
Carolyn V. Wolski, (ii) issuing Class G Units of the Company to James E. Dwyer, Jr., and (iii) admitting Mr. Dwyer and Ms. Wolski as new Members of the Company; and 
 WHEREAS, the parties hereto wish to amend the Securityholders Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows: 
 1. Definitions. 
 1.1. Section 8.1 of the Securityholders Agreement is hereby amended by
adding the following definitions in the appropriate alphabetical order: 
 “Class F Units” has
the meaning set forth in the LLC Agreement. 
 “Class G Units” has the meaning set forth in the
LLC Agreement. 
 1.2. Section 8.1 of the Securityholders Agreement is hereby amended by deleting clause (a) of
the definition of “Employee Securities” and replacing it with the following: 
 “(a) the
Preferred Units, Class A Units, Class B Units, Class C Units, Class E Units, Class F Units and Class G Units acquired on or after November 20, 2003 under the Management Subscription Agreements.” 







 1.3. Section 8.1 of the Securityholders Agreement is hereby amended by deleting
the existing definition of “LLC Agreement” and replacing it with the following: 
 “LLC
Agreement” means the Second Amended and Restated Limited Liability Company Agreement dated as of October 23, 2009 among the Company, THL and the other parties hereto. 
 1.4. Section 8.1 of the Securityholders Agreement is hereby amended by deleting the definition of “Units” in
its entirety and replacing it with the following: 
 “Units” means the Company’s Class A Units, Class B
Units, Class C Units, Class E Units, Class F Units or Class G Units.” 
 2. Miscellaneous. 
 2.1. Complete Agreement. Unless another agreement is expressly referenced, this Amendment and the Securityholders Agreement embody the
complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and terminate, supersede, and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way. Except as amended hereby, the Securityholders Agreement remains unchanged and in full force and effect. 
 2.2. Severability. Whenever possible, each provision of this Amendment will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment
is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Amendment. 
 2.3. Counterparts. This Amendment may be executed in two or more counterparts, any one of which need not contain the signatures of
more than one party hereto, but each of which will be considered an original and all of which taken together will constitute one and the same Amendment. 
 2.4. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Amendment will be governed by, and construed in accordance with,
the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Delaware. 
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first
written above. 
  

					
	MICHAEL FOODS INVESTORS, LLC
		
	By:	 	 /s/ Gregg A. Ostrander

		 	Name:	 	Gregg A. Ostrander
		 	Title:	 	Chairman, CEO, President
	
	CLASS A UNITHOLDERS:
	
	THOMAS H. LEE EQUITY FUND V, L.P.
		
	By:	 	THL Equity Advisors V, LLC, its general partners
		
	By:	 	Thomas H. Lee Partners, L.P., its sole member
		
	By:	 	Thomas H. Lee Advisors LLC, its general partner
		
	By:	 	 /s/ Anthony J. DiNovi

		 	Name:	 	Anthony J. DiNovi
		 	Title:	 	Managing Director
	
	THOMAS H. LEE PARALLEL FUND V, L.P.
		
	By:	 	THL Equity Advisors V, LLC, its general partner
		
	By:	 	Thomas H. Lee Partners, L.P., its sole member
		
	By:	 	Thomas H. Lee Advisors LLC, its general partner
		
	By:	 	 /s/ Anthony J. DiNovi

		 	Name:	 	Anthony J. DiNovi
		 	Title:	 	Managing Director


  

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 COUNTERPART SIGNATURE PAGE TO 
 SECURITYHOLDERS AGREEMENT 
  

					
	THOMAS H. LEE CAYMAN FUND V, L.P.
		
	By:	 	THL Equity Advisors V, LLC, its general partner
		
	By:	 	Thomas H. Lee Partners, L.P., its sole member
		
	By:	 	Thomas H. Lee Advisors LLC, its general partner
		
	By:	 	 /s/ Anthony J. DiNovi

		 	Name:	 	Anthony J. DiNovi
		 	Title:	 	Managing Director
	
	EMPLOYEE SECURITIES:
	
	Gregg A Ostrander Revocable Trust
		
	By:	 	 /s/ Gregg A. Ostrander

		 	Name:	 	Gregg A. Ostrander
		 	Title:	 	Trustee
	
	 Ostrander Irrevocable Trust
 f/b/o David Ashton Ostrander

		
	By:	 	 /s/ Kristin Ostrander

		 	Name:	 	Kristin Ostrander
		 	Title:	 	Trustee
	
	 Ostrander Irrevocable Trust
 f/b/o Joseph Gregory Ostrander

		
	By:	 	 /s/ Kristin Ostrander

		 	Name:	 	Kristin Ostrander
		 	Title:	 	Trustee


  

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	Ostrander Irrevocable Trust
	f/b/o Gregory Christian Ostrander
		
	By:	 	 /s/ Kristin Ostrander

		 	Name:	 	Kristin Ostrander
		 	Title:	 	Trustee
	
	John D. Reedy Revocable Trust
		
	By:	 	 /s/ John Reedy

		 	Name:	 	John Reedy
		 	Title:	 	Trustee


  

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