##### 



EXECUTION COPY
 ASSET PURCHASE AND SALE AGREEMENT
 BY AND AMONG
 CHEESE & PROTEIN INTERNATIONAL LLC
 AS SELLER
 AND
 LAND OLAKES, INC.
 AND
 SAPUTO CHEESE USA INC.
 AS BUYER
 AND
 SAPUTO INC.




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##### 



TABLE OF CONTENTS
 Article 1 DEFINITIONS
    
    
    1Article 2 SALE AND PURCHASE OF PURCHASED ASSETS; ASSUMPTION OF ASSUMED
OBLIGATION
    
    
    82.1
    
    
    Purchased Assets
    
    
    82.2
    
    
    Excluded Assets
    
    
    92.3
    
    
    Nonassignable Contracts and Permits
    
    
    92.4
    
    
    Assumed Obligations
    
    
    102.5
    
    
    Excluded Obligations
    
    
    10Article 3 PURCHASE PRICE AND PAYMENT
    
    
    113.1
    
    
    Purchase Price
    
    
    113.2
    
    
    Post-Closing Adjustment to Purchase Price
    
    
    113.3
    
    
    Inventory
    
    
    123.4
    
    
    Allocation of Purchase Price
    
    
    13Article 4 REPRESENTATIONS AND WARRANTIES OF SELLER AND LOL
    
    
    134.1
    
    
    Organization and Authorization
    
    
    134.2
    
    
    Capitalization
    
    
    134.3
    
    
    No Government Authorization Required
    
    
    134.4
    
    
    Effect of Agreement
    
    
    134.5
    
    
    Third Party Consents
    
    
    144.6
    
    
    Financial Statements
    
    
    144.7
    
    
    Trade Receivables
    
    
    144.8
    
    
    Condition of Assets
    
    
    144.9
    
    
    Sufficiency of Assets
    
    
    154.10
    
    
    Intellectual Property
    
    
    154.11
    
    
    Permits and Orders
    
    
    174.12
    
    
    Sales Agreement with Davisco Cheese
    
    
    174.13
    
    
    Contracts and Other Data
    
    
    174.14
    
    
    640 Pound Block Contract
    
    
    174.15
    
    
    Insurance
    
    
    174.16
    
    
    Employees and Benefit Plans
    
    
    184.17
    
    
    Labor Disputes; Compliance
    
    
    184.18
    
    
    Litigation
    
    
    194.19
    
    
    No Undisclosed Liabilities
    
    
    194.20
    
    
    Compliance with Laws
    
    
    194.21
    
    
    Taxes
    
    
    194.22
    
    
    Related Party Transactions
    
    
    204.23
    
    
    Environmental Matters
    
    
    204.24
    
    
    Brokers and Finders
    
    
    214.25
    
    
    Claims
    
    
    214.26
    
    
    Product Liability; Warranties
    
    
    214.27
    
    
    Conduct of Business Since January 1, 2007
    
    
    214.28
    
    
    Major Customers and Suppliers
    
    
    224.29
    
    
    Dissolution of GVDP
    
    
    224.30
    
    
    Ancillary Agreements
    
    
    23
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Article 5 REPRESENTATIONS AND WARRANTIES OF BUYER AND SAPUTO
    
    
    235.1
    
    
    Organization, Power
    
    
    235.2
    
    
    Corporate Authorization; Binding Effect
    
    
    235.3
    
    
    No Government Authorization Required
    
    
    235.4
    
    
    Brokers and Finders
    
    
    235.5
    
    
    Effect of Agreement
    
    
    235.6
    
    
    Financial Capability
    
    
    235.7
    
    
    Misrepresentations and Omissions
    
    
    23Article 6 PRE-CLOSING COVENANTS OF SELLER AND LOL
    
    
    246.1
    
    
    Conduct of Business
    
    
    246.2
    
    
    Wastewater Sampling
    
    
    256.3
    
    
    Additional Negative Covenants
    
    
    256.4
    
    
    Required Approvals
    
    
    256.5
    
    
    No Negotiation
    
    
    256.6
    
    
    Financial Statements
    
    
    25Article 7 OTHER COVENANTS OF BUYER SELLER AND LOL
    
    
    257.1
    
    
    Access to Information; Inspections
    
    
    257.2
    
    
    Title Evidence Closing Fees and Proration of Utilities
    
    
    267.3
    
    
    Motor Vehicles
    
    
    277.4
    
    
    Tax Matters
    
    
    277.5
    
    
    Confidentiality
    
    
    297.6
    
    
    Payments Received
    
    
    297.7
    
    
    Satisfaction of Conditions
    
    
    297.8
    
    
    Change of Name
    
    
    307.9
    
    
    HSR Act
    
    
    30Article 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
    
    
    308.1
    
    
    Accuracy of Representations and Warranties
    
    
    308.2
    
    
    Compliance with Agreements and Covenants
    
    
    308.3
    
    
    No Injunctions
    
    
    308.4
    
    
    No Material Adverse Effect
    
    
    308.5
    
    
    Ancillary Agreements
    
    
    318.6
    
    
    HSR Act
    
    
    318.7
    
    
    Actions and Corporate Proceedings
    
    
    318.8
    
    
    Consents
    
    
    328.9
    
    
    Deliveries by Seller
    
    
    328.10
    
    
    Emission Reduction Credits
    
    
    338.11
    
    
    Title Insurance
    
    
    338.12
    
    
    Estoppel Certificates
    
    
    338.13
    
    
    Bond Obligation Satisfaction
    
    
    33Article 9 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND LOL
    
    
    339.1
    
    
    Accuracy of Representations and Warranties
    
    
    339.2
    
    
    Compliance with Agreements and Covenants
    
    
    339.3
    
    
    No Injunctions
    
    
    339.4
    
    
    Deliveries by Buyer
    
    
    339.5
    
    
    HSR Act
    
    
    34
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Article 10 EMPLOYEES AND BENEFIT PLANS
    
    
    3410.1
    
    
    General
    
    
    3410.2
    
    
    Absent Employees
    
    
    3410.3
    
    
    Sellers Plans
    
    
    3510.4
    
    
    Buyers Plans
    
    
    35Article 11 CLOSING
    
    
    35Article 12 TERMINATION
    
    
    3612.1
    
    
    Termination
    
    
    3612.2
    
    
    Effect of Termination
    
    
    36Article 13 INDEMNIFICATION
    
    
    3613.1
    
    
    Indemnification by Seller and LOL
    
    
    3613.2
    
    
    Limitations upon Sellers and LOLs Indemnification Obligations
    
    
    3713.3
    
    
    Indemnification by Buyer and Saputo
    
    
    3813.4
    
    
    Procedure
    
    
    3913.5
    
    
    Payment
    
    
    3913.6
    
    
    Sole Remedy
    
    
    3913.7
    
    
    No Third Party Beneficiary Claims
    
    
    4013.8
    
    
    Not Applicable to Fraud or Ancillary Agreements
    
    
    4013.9
    
    
    Adjustment to Purchase Price for Actual Current Transferred Assets
    
    
    40Article 14 MISCELLANEOUS
    
    
    4114.1
    
    
    Disclosure Schedules
    
    
    4114.2
    
    
    Signage
    
    
    4114.3
    
    
    Expenses
    
    
    4114.4
    
    
    Amendment
    
    
    4114.5
    
    
    Interpretation
    
    
    4114.6
    
    
    Notices
    
    
    4114.7
    
    
    Waivers
    
    
    4214.8
    
    
    Successors and Assigns
    
    
    4214.9
    
    
    Publicity
    
    
    4214.10
    
    
    Further Assurances
    
    
    4214.11
    
    
    Severability
    
    
    4214.12
    
    
    Entire Understanding
    
    
    4314.13
    
    
    Governing Law; Jurisdiction; Waiver of Jury Trial
    
    
    4314.14
    
    
    No Third Party Beneficiaries
    
    
    4314.15
    
    
    Counterparts
    
    
    43
 -iii-




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Exhibit A
    
    
    
    Non-Competition AgreementExhibit B
    
    
    
    Product Off-Take Agreement (Denmark)Exhibit C
    
    
    
    Milk Supply AgreementExhibit D
    
    
    
    Cheese Purchase AgreementExhibit E
    
    
    
    Stirred Curd AgreementExhibit F
    
    
    
    Whey Supply AgreementExhibit G
    
    
    
    Cream Supply AgreementExhibit H
    
    
    
    Cheese Production AgreementExhibit I
    
    
    
    Permeate Supply AgreementExhibit J
    
    
    
    Bill of SaleExhibit K
    
    
    
    Assignment and Assumption AgreementExhibit L
    
    
    
    Grant Deed for each parcel of Owned Real EstateExhibit M
    
    
    
    Cheese By-product Services AgreementExhibit N
    
    
    
    Form of Sellers Legal OpinionExhibit O
    
    
    
    Form of Buyers Legal Opinion
 -iv-




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ASSET PURCHASE AND SALE AGREEMENT
 (Seller), (Buyer) (LOL) (Saputo). Parties, Party.
 RECITALS
  GVDP Business);
 Schedule 4.29
 ( Business )
     AGREEMENT
 ARTICLE 1
DEFINITIONS




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Absent Employees
 Actual
Transferred Current Assets Schedule
3.2(a).
 Affiliates
 Adjusted Base Purchase Price
 Agreement
 Ancillary Agreements
 Assumed Obligations
 Books and Records
 Business
 Business Day
 Business Financial Statements
 Buyer
 Buyers Employees
  Cash 
 Closing
 Closing Date
  COBRA 
 Code
 Company Employees
 Confidential Information
 - 2 -




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 Confidentiality Agreement
 Contemplated Transactions
 Continuation Period
 Contract
 Conveyance Documents
 CPI
 Cross Link Contracts Schedule 4.13.
 Deeds of Trust Schedule 4.8(b)(i)(2).
 Disclosure Schedule
 EC
 EDD
 Effective Time
  Emission Reduction Credits
 Encumbrances
 Environment
 Environmental Condition
 - 3 -




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Environmental Law (CERCLA), (RCRA),
 Equipment and Fixed Assets
 ERISA
 Excluded Assets
 Excluded
Obligations
 FICA
 Governmental Authority
     GVDP
 Hazardous
Material
 HSR Act
 Intellectual
Property
 Inventory
 - 4 -




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Knowledge , Schedule 1, Schedule 1
 Law
 Leased Real Property Schedule 2.1(a)(3)(ii).
 Litigation
 LOL
 Losses
 Material Adverse Effect
 Material Consents
 Material Purchased Contracts Schedule 2.1(a)(5).
 Owned Real Property Schedule 2.1(a)(3)(i).
 Non-Real Property Assets
 Normal Capacity
 Notice of Claim
 Notice of Objection
 Objections
 Party(ies)
 Permits
 Permitted Encumbrance Section 4.8(b).
 - 5 -




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Person
 Post-Transfer Period
 Pre-Transfer Period
 Products Liability
 Projected Transferred Current Assets
 Projected Transferred Current Assets Adjustments
 Property Taxes
 Purchased Contracts Schedule 2.1(a)(5),
 Purchase Price
 Purchase Price Allocation
 Purchased Assets
 Ratings Agencies
 Real Property
 Recent Balance Sheet
 Recent Financial Statement
 Release
 Required
Transferred Current Assets
 Return to Work Time
 Saputo
 SBE
 Seller
 Settlement Period
 - 6 -




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Sierra Cattle Disposal
 Subsidiary
 Surveys
 Tax
 Tax Return
 Title Commitment
 Title Company
 Title Evidence
 Title Policy
 Trade Receivables
 Trade Secrets
 Transfer Taxes 
 Transferred Current Assets Schedule 2. l(a)(2).
 - 7 -




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Transferred Current Assets Statement
 U.S. GAAP
 Unusable Inventory
 ARTICLE 2
SALE AND PURCHASE OF PURCHASED ASSETS;
ASSUMPTION OF ASSUMED OBLIGATIONS
 Purchased Assets.
 Sale and Purchase.
 Equipment and Fixed Assets. Schedule 2.1(a)(l) Equipment and Fixed Assets);
 Transferred Current Assets.
 Owned Real Property and Leased Real Property. Schedule 2.1(a)(3)(i) Schedule 2.1(a)(3)(ii),
 Information and Records. Books and
Records)
 Purchased Contracts.
 Permits.
 Intellectual Property.
 - 8 -




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Schedule 2.1(a)(7)) Intellectual Property );
 Denmark Customer List. Exhibit B Exhibit B
 Telephone/Telecopier Numbers.
 Goodwill.
 Purchased Assets. Purchased Assets.
 Excluded Assets. (Excluded Assets):
        Nonassignable Contracts and Permits.
 - 9 -




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Assumed Obligations. Assumed
Obligations.
 Excluded Obligations.
 No Assumption.
 Excluded Assets.
 Company Employees.
 Debt.
 Warranties and Returns.
 Contract Obligations.
 Accounts Payable; Accrued Expenses.
 Fees and Expenses.
 Pre-Closing Operations.
 - 10 -




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Litigation.
 Environmental Condition.
 Sierra Cattle.
 Excluded Obligations. Excluded Obligations.
 ARTICLE 3
PURCHASE PRICE AND PAYMENT
 Purchase Price.
 Closing Transferred Current Assets Adjustment.  Projected Transferred
Current Assets). Projected Transferred Current Assets Adjustment.
 Consideration at Closing. Purchase Price).
 Post-Closing Adjustment to Purchase Price.
 Draft Transferred Current Assets Statements. Transferred
Current Assets Statement) Schedule
3.2(a) Actual Transferred Current Assets).
 - 11 -




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Objection Period and Settlement of Disputes. Settlement Period).
 Actual Transferred Current Assets Adjustment to Purchase Price.
 Inventory. Unusable Inventory),
 -12-




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Allocation of Purchase Price Schedule 3.4 Purchase Price Allocation).
 ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER AND LOL
  Organization and Authorization
 Organization, Good Standing and Power. Schedule 4.1(a)
 Authorization; Binding Effect.
 Capitalization Schedule 4.2
 No Government Authorization Required Schedule
4.3
 Effect of Agreement Schedule 4.4
 - 13 -




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Third Party Consents Schedule 4.5
 Financial Statements Schedule 4.6 Business Financial
Statements), Recent
Financial Statement). Schedule 4.6
 Trade Receivables Schedule 4.7 Recent Balance Sheet),
 Condition of Assets
 Non-Real Property Assets. Schedule 4.8(a) Schedule 4.8(a) Schedule
4.8(a)
 Real Property. Schedule 2.1(a)(3)
 - 14 -




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Schedule 4.8(b)(i)(l) Permitted Encumbrances) on Schedule 4.8(b)(i)(2) Schedule 4.8(b)(ii)
 Sufficiency of Assets Schedule 4.9
 Intellectual Property Schedule 4.10
   - 15 -




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Schedule 4.10(1)
 - 16 -




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Permits and Orders Schedule 4.11 Schedule 4.11 Schedule 4.11 Schedule 4.11
 Sales Agreement with Davisco Cheese
 Contracts and Other Data Schedule 4.13 Schedule 4.13
    640 Pound Block Contract
 Insurance Schedule 4.15
 - 17 -




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Employees and Benefit Plans
 Employee List. Schedule 4.16(a) Company Employees). Schedule
4.16(a)
 Benefit Plans. Schedule 4.16(b) Schedule 4.16(b)
 Satisfaction of Obligations.
 WARN Act. Schedule 4.16(d)
 Certain Agreements. Contract
 Labor Disputes; Compliance
 Labor Laws.
 Labor Issues. Schedule 4.17(b)
 - 18 -




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Schedule 4.17(b)
 Litigation Litigation) Schedule 4.18 Schedule 4.18
 No Undisclosed Liabilities Schedule 4.19
 Compliance with Laws Schedule 4.20 Schedule 4.20
 Taxes
 Provision For Taxes.
 Tax Returns Filed.
 - 19 -




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Tax Audits.
 Other.
 No Tax Liens.
 Safe Harbor Leases.
 Related Party Transactions Schedule 4.22
 Environmental Matters Schedule 4.23
 - 20 -




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(EC)
 Brokers and Finders Schedule 4.24
 Claims Schedule 4.25 Schedule 4.25
 Product Liability; Warranties Schedule 4.26 (Products Liability)
 Conduct of Business Since January 1, 2007 Schedule
4.27
    - 21 -




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Major Customers and Suppliers
 Major Customers. Schedule 4.28(a)(i) Schedule 4.28(a)(ii) Schedule 4.28(a)(i) Schedule 4.28(a)(ii)
 Major Suppliers. Schedule 4.28(b) Schedule 4.28(b)
  Dissolution of GVDP Schedule 4.29
 - 22 -




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Ancillary Agreements
 ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER AND SAPUTO
  Organization, Power
 Corporate Authorization; Binding Effect
 No Government Authorization Required Schedule
5.3
 Brokers and Finders Schedule 5.4
 Effect of Agreement
 Financial Capability
 Misrepresentations and Omissions
 - 23 -




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ARTICLE 6
PRE-CLOSING COVENANTS OF SELLER AND LOL
 Conduct of Business
            - 24 -




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Wastewater Sampling
 Additional Negative Covenants
 Required Approvals
 No Negotiation
 Financial Statements
 ARTICLE 7
OTHER COVENANTS OF BUYER, SELLER AND LOL
 Access to Information; Inspections
 Access to Seller.
 - 25 -




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Access to Information Post Closing. provided however,
 Title Evidence, Closing Fees and Proration of Utilities
 Title Commitment. Title Commitment) Title Company)
 Surveys. Surveys) Schedule 7.2(b)
 Cure. Title Evidence. Objections),
 - 26 -




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Title Fees and Costs.
 Utility Charges.
 Motor Vehicles
 Tax Matters
 Property Taxes. (Property Taxes) Pre-Transfer Period), Post-Transfer Period).
 Tax Payments at Closing.
 - 27 -




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Foreign Person Certificate.
 Transfer Taxes. Transfer Taxes )
 Payroll Tax. (FICA)
 Clearance Certificates.
 (SBE)
 (EDD) .
 - 28 -




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Confidentiality
 General Confidential Information
 Trade Secrets
 Payments Received
 Satisfaction of Conditions
 - 29 -




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Change of Name
 HSR Act HSR Act),
 ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
  Accuracy of Representations and Warranties
 Compliance with Agreements and Covenants
 No Injunctions
 No Material Adverse Effect
 - 30 -




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Ancillary Agreements Ancillary Agreements
 Exhibit A ;
 Exhibit B;
 Exhibit C;
 Exhibit D;
 Exhibit E;
 Exhibit F;
 Exhibit G;
 Exhibit H;
 Exhibit I;
 Exhibit J;
 Exhibit K;
 Exhibit L;
 Exhibit M;
  HSR Act
 Actions and Corporate Proceedings
 - 31 -




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Consents Schedule
8.8 Material Consents )
 Deliveries by Seller
 Real and Personal Property. Conveyance Document )
 Possession of Assets.
 Vehicle Certificates.
 Transfer Instruments.
 Conditions Precedent Certificate.
 Authorization Certificate.
 Non-Foreign Person Certificate.
 Certificate of Good Standing.
 Releases and Satisfactions. Schedule 8.9(0)(i);
 Employee List. Schedule 4.16(a) Schedule 4.16(d)
 Legal Opinion. Exhibit N
 - 32 -




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Emission Reduction Credits
 Title Insurance ( Title
Policy ),
 Estoppel Certificates Schedule 8.12 Schedule 8.12
 Bond Obligation Satisfaction
 ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND LOL
  Accuracy of Representations and Warranties
 Compliance with Agreements and Covenants
 No Injunctions
 Deliveries by Buyer
 - 33 -




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##### 



Legal Opinion. Exhibit O;
 Assignment and Assumption Agreements.
 Conditions Precedent Certificate.
 Authorization Certificate.
 Ancillary Agreements.
 HSR Act
 ARTICLE 10
EMPLOYEES AND BENEFIT PLANS
 General Schedule 10.1 Schedule
10.1, Schedule 10.1, Buyers Employees Continuation Period
 Absent Employees Return to Work Time Buyers Employee
 - 34 -




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Schedule 10.1
 Sellers Plans Schedule 10.1
 Buyers Plans
 ARTICLE 11
CLOSING
 Closing Date.
 - 35 -




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Limitations upon Sellers and LOLs Indemnification Obligations
 Time.
       Indemnification Cap.
 - 37 -




---



##### 



Generally.
 Exceptions.
 Indemnification Basket.
 Generally.
 Exceptions.
 Assumed Obligation.
 Indemnification by Buyer and Saputo
      - 38 -




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Procedure
 Notice of Claims. Notice of
Claiml Notice of Objection
 Defense of Claim.
 Notice and Defense of Claims by the Seller.
 Payment
 Sole Remedy
 - 39 -




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Normal Capacity
        No Third Party Beneficiary Claims
 Not Applicable to Fraud or Ancillary Agreements
 Adjustment to Purchase Price for Actual Current Transferred Assets
 - 40 -




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Waivers
 Successors and Assigns
 Publicity
 Further Assurances
 Severability
 - 42 -




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##### 



Entire Understanding
 Governing Law; Jurisdiction; Waiver of Jury Trial
 Governing Law.
 Jurisdiction; Service of Process.
 Waiver of Jury Trial.
 No Third Party Beneficiaries
 Counterparts
 - 43 -




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##### 



BUYER:
    
    
    
    SELLER:SAPUTO CHEESE USA INC.
    
    
    
    CHEESE & PROTEIN INTERNATIONAL LLCBy:
    


    
    
    
    By:
    
    /s/ Peter S. JanzenName:
    
    
    
    Name: Peter S. JanzenTitle:
    
    
    
    Title: SecretarySAPUTO:
    
    
    
    LOL:In addition to the other rights and obligations set
forth in this Agreement, Saputo Inc. hereby
unconditionally and irrevocably guarantees all of
the obligations of Buyer under this Agreement.
    
    
    
    In addition to the other rights and obligations set
forth in this Agreement, Land OLakes, Inc. hereby
unconditionally and irrevocably guarantees all of
the obligations of Seller under this Agreement.SAPUTO INC.
    
    
    
    LAND OLAKES, INC.By:
    
    
    
    
    
    By:
    
    /s/ Lisa DeverellName:
    
    
    
    Name: Lisa DeverellTitle:
    
    
    
    Title: Vice President Strategic Planning