EXHIBIT 10.6


 


CERTAIN INFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER RULE 406.


 


Litter
Handling Agreement


 


This Agreement (“Agreement”)
is effective as of March 31, 2003 by and between Coop Country Farmers
Elevator (“CCFE”), and Golden Oval Eggs (“GOE”).


 


WHEREAS, pullets and
layer hens owned by GOE generate litter which must be removed periodically; and


 


WHEREAS, CCFE
possesses certain tangible and intangible assets which can facilitate litter
removal; and


 


WHEREAS, GOE  requested that CCFE provide certain
services to assist GOE in removing and land apply this litter on the terms provided in this Agreement.


 


NOW, THEREFORE, the
parties agree as follows:


 


1.                                       Description
of Services.  During the term
of this Agreement, CCFE shall provide to GOE the following litter removal
services from the Renville site and related Pullet facilities:


 


a.                                       Soil
and litter testing;


 


b.                                      Record
keeping as outlined by the Minnesota Department of Agriculture;


 


c.                                       Billing
and collection;


 


d.                                      Sales
and marketing;


 


e.                                       Removal
of litter from barns;


 


f.                                         Transportation;
and


 


g.                                      Land
application of litter in accordance with Minnesota Department of Agriculture
regulations.


 


2.                                       Personnel.  CCFE
shall make available such of its personnel (either employees, and/or
contractors) and facilities as may be necessary to perform the services
outlined in Paragraph 1 above.


 

















 


3.                                       Title To
Litter.  The title to and right to
immediate possession of the litter removed from GOE barns transfer to CCFE upon
removal and loading into transportation vehicles under CCFE’s control.


 


4.                                       Compensation
for Litter.  CCFE will pay GOE
a fee of [***] per ton of litter
removed and land applied. Such payment shall be made within thirty days of land
application.


 


5.             Regulatory
Compliance.  In performing the
services under this Agreement, CCFE and its employees shall comply with all
local, state and federal rules and regulations applicable to removal, transportation,
piling, and application of litter.  CCFE
shall indemnify GOE against any liability or loss suffered by GOE as a result
of CCFE failure to comply with these regulations while performing services
under this Agreement.


 


6.             Independent
Contractor Status.  Nothing
contained in this Agreement shall constitute making either party hereto the
agent of the other party for any purpose. 
CCFE and its employees shall be deemed to be independent contractors
with full control over the manner and method of performance hereunder, except
as otherwise provided herein.  During
the term of this Agreement, any of the employees of CCFE which are rendering
services on behalf of GOE under this Agreement, shall remain employees of CCFE and
shall continue to be paid by CCFE and to enjoy the benefits to which they are
entitled as employees of CCFE.


 


7.             Separate
Entities.  GOE and CCFE are separate
entities, and nothing in this Agreement or otherwise shall be construed to
create any rights or liabilities of either party hereto for any rights,
privileges, duties or liabilities of the other party to this Agreement, except
to the extent otherwise provided herein or in any other agreement between the
parties.


 


8.             Term.  The term of this Agreement shall be two (2)
years commencing on March 31, 2003, unless GOB or CCFE gives written notice of
termination.  Written notice of
termination shall be given no later than December 31, 2004.  At the end of the initial two (2) year term,
the Agreement shall automatically be renewed for successive two (2) year terms
unless either party gives a written notice of termination.  Each succeeding term shall be renewed in the
same manner so that unless notice of termination is given by December 31, there
will always be a two (2) year obligation for GOE and CCFE under this agreement.


 


9.             Other
Uses.  If GOB is able to market or
use the litter besides land application, then they shall have the first right
to the litter for such purpose.  Any
litter used for these purposes shall not apply to any part of this Agreement.  The remaining litter amount, if any, CCFE
has the exclusive right to during the term of this Agreement.


 


10.           Timing
of Removal.  GOB will review with
CCFE a timeline for starting and completion dates for removal.  GOE will give consideration to CCFE to allow
removal to start as early as possible. 
CCFE will re-clean the barns as may be necessary or perform any other
necessary functions to accommodate GOE Best Management Practices as it pertains
to pest control programs.


 


11.           Installing
Loading Pads.  GOE will construct at
its own cost loading pads needed to facilitate removal of litter.  If GOE builds additional barns on the
Renville site, then like


 

















 


concrete pads will also be added. 
Each concrete pad will be mutually agreed upon for length, width and
thickness.  Consideration will be given
for litter containment, water runoff, and the ability to withstand the weight
of removal equipment.


 


12.           Miscellaneous.  No party may assign or transfer all or any
part of this Agreement without the prior written consent of the other, which
consent shall not be unreasonably withheld. 
This Agreement shall be governed by the laws of the State of
Minnesota.  This Agreement may only be
modified or amended by an instrument in writing duly executed and delivered by
the parties.  In the event of any
litigation or arbitration to enforce this Agreement, the prevailing party shall
be entitled to reasonable attorney’s fees and costs as fixed by the court or
arbitrator.  The terms and conditions
set forth above constitute the complete and exclusive statement of the
Agreement between the parties relating to the subject matter of this Agreement,
superseding all previous negotiations and understandings.


 


IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the duly authorized officers or
representatives of each parties hereto, as of the date set forth above.


 


 


	
  COOP COUNTRY FARMERS ELEVATOR

  	
  GOLDEN OVAL EGGS

  
	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ITS:

  	
   

  	
   

  	
  ITS: