Exhibit 10.1
SUPPLY AGREEMENT
(ConAgra Foods to MGP Ingredients)
THIS SUPPLY AGREEMENT (the "Agreement"), dated as of this 24th, day of October,
2008, by and between CONAGRA FOODS FOOD INGREDIENTS COMPANY, INC., a Delaware
corporation ("SUPPLIER"), and MGP Ingredients, Inc., a Kansas corporation
("BUYER").
RECITALS:
(A)
THE BUYER DESIRES TO SECURE A SOURCE OF
SUPPLY FOR VARIOUS INGREDIENTS WHOSE SPECIFICATIONS ARE DESCRIBED IN EXHIBIT "A"
(THE "INGREDIENTS"); AND
(B)
SUPPLIER DESIRES TO SELL SUCH INGREDIENTS TO
BUYER ON THE TERMS HEREIN.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises, and the mutual covenants
hereinafter set forth, the parties hereby agree as follows:
1.
PURCHASE/SALE OF INGREDIENTS.
DURING
THE TERM OF THIS AGREEMENT BUYER SHALL PURCHASE ALL OF ITS REQUIREMENTS OF THE
INGREDIENTS FROM SUPPLIER, AND SUPPLIER SHALL SELL TO BUYER ALL OF BUYER'S
REQUIREMENTS OF THE INGREDIENTS AS PROVIDED HEREIN.
1.1
INGREDIENTS; SPECIFICATIONS.
ALL INGREDIENTS SUPPLIED HEREUNDER
SHALL BE PREPARED, PROCESSED, PACKAGED AND HANDLED IN STRICT ACCORDANCE WITH THE
PRODUCT STANDARDS AND SPECIFICATIONS WHICH HAVE BEEN FURNISHED BY SUPPLIER TO
BUYER (THE "SPECIFICATIONS") AND ARE ATTACHED TO EXHIBIT A.
BUYER SHALL HAVE
THE RIGHT TO MAKE REASONABLE CHANGES TO THE SPECIFICATIONS UPON 30 DAYS PRIOR
WRITTEN NOTICE TO SUPPLIER; PROVIDED, HOWEVER, THAT IN THE EVENT OF ANY MATERIAL
CHANGE IN SPECIFICATIONS THE PRICING FOR ALL AFFECTED PRODUCTS WILL BE AMENDED
BY THE PARTIES IN WRITING PRIOR TO SUPPLIER'S OBLIGATION TO DELIVER SUCH
INGREDIENTS.
1.2
ORDERS.
ALL ORDERS FOR INGREDIENTS SHALL BE SUBMITTED BY BUYER TO
THE SALES OFFICE DESIGNATED BY SUPPLIER FROM TIME TO TIME.
SUPPLIER SHALL
CONFIRM ACCEPTANCE OF BUYER'S ORDERS BY FACSIMILE OR E-MAIL AFTER RECEIPT OF
BUYER'S ORDER.
IN THE SAME COMMUNICATION, SUPPLIER SHALL CONFIRM WITH THE BUYER
THE DATE OF DELIVERY OF THE INGREDIENTS COVERED BY THE ORDER.
BUYER UNDERSTANDS
THAT ORDERS MUST BE PLACED AT LEAST 7 DAYS IN ADVANCE OF DELIVERY FOR ITEMS
COVERED BY THIS AGREEMENT.
1.3
FACILITIES; EQUIPMENT; SUBCONTRACTORS.
SUPPLIER SHALL OWN, LEASE
OR OTHERWISE HAVE AVAILABLE ALL LABOR, EQUIPMENT, MACHINERY AND RAW MATERIALS
NECESSARY TO PRODUCE, HANDLE AND PACKAGE THE INGREDIENTS IN COMPLIANCE WITH THE
SPECIFICATIONS AND BUYER'S SCHEDULING REQUIREMENTS.
SUPPLIER SHALL NOT
*** indicates that material deemed confidential has been omitted from this
document pursuant to a request for confidential treatment under Exchange Act
Rule 24b-2 and 5 U.S.C. 552(b)(4) and has been filed separately with the Office
of the Secretary of the Securities and Exchange Commission
SUBCONTRACT ANY ASPECT OF THE PRODUCTION OF INGREDIENTS WITHOUT PRIOR APPROVAL
FROM BUYER.
1.4
SHIPMENT AND DELIVERY.
ALL FLOUR INGREDIENTS SOLD BY SUPPLIER TO
BUYER HEREUNDER SHALL BE DELIVERED F.O.B. BUYER'S FACILITY UNLESS OTHERWISE
AGREED TO BY BOTH PARTIES.
TITLE TO AND RISK OF LOSS OF THE FLOUR INGREDIENTS
SHALL PASS FROM SUPPLIER TO BUYER WHEN SO DELIVERED.
1.5
PRODUCT CODING.
SUPPLIER SHALL UTILIZE THE PRODUCT CODING SYSTEM
AS DESCRIBED IN THE SPECIFICATIONS AND WILL CODE ALL INGREDIENTS IN ACCORDANCE
THEREWITH.
1.6
FORECASTS.
ON THE DATE HEREOF AND DURING THE FIRST WEEK OF EACH
MONTH HEREAFTER, BUYER SHALL PROVIDE SUPPLIER WITH