EXHIBIT 10.6
EQUIPMENT PURCHASE AGREEMENT
THIS EQUIPMENT PURCHASE AGREEMENT is made as of May 14, 2001 (the
"Effective Date") by and between PAN READY FOODS, INC., a California
corporation ("Seller") and XXXXXXXX FOODS OF DISTINCTION, INC., a
Colorado corporation ("Buyer"), with reference to the following facts:
RECITALS:
A. Seller owns certain equipment that manufactures meat and poultry
products described on Exhibit A, attached hereto (the "Equipment").
B. Seller desires to sell the Equipment to Buyer, and Buyer desires
to purchase the Equipment from Seller, pursuant to the terms and conditions
hereof.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT:
1. Purchase of Equipment. Seller agrees to sell and convey to Buyer
and Buyer agrees to purchase from Seller, the Equipment.
2. Purchase Price. The purchase price (the "Purchase Price") for the
Equipment shall be $148,000. Seller acknowledges receipt of Buyer's
refundable deposit in the amount of $50,000 (the "Deposit"). The Purchase
Price, net of the Deposit, shall be paid to Seller upon the passage of title
to the Equipment to Buyer.
3. Delivery. Seller shall make the Equipment available for pick-up
by Buyer FOB Seller's plant on or before July 30, 2001. Title shall pass to
Buyer upon delivery of the Equipment by Seller to a carrier selected by Buyer
FOB Seller's plant. Seller shall be responsible for preparing the Equipment
for shipment to Buyer and for loading the Equipment on to the trucks of the
carrier selected by Buyer.
4. Warranty. Seller sells to Buyer the Equipment solely on as "as
is" basis. Seller makes no warranties, either express or implied, regarding
the Equipment, its merchantability or its fitness for any particular purpose.
5. Insurance. Until title passes, Seller shall at its own expense
keep the Equipment insured for such risks as Buyer may reasonably require.
6. Title to Equipment. Seller hereby represents and warrants that it
is the owner, beneficially and of record, of the Equipment, free and clear of
all liens, encumbrances, security agreements, equities, options, claims,
charges and restrictions.
7. Further Assurances. Each party hereto shall execute such further
documents and instruments and take such further actions as are necessary,
appropriate, or helpful as the other party shall reasonably request in order
to carry out the purposes and intent of this Agreement.
8. Xxxx of Sale. Seller shall execute and deliver to Buyer a Xxxx of
Sale in a form acceptable to Buyer which evidences concurrently herewith
Seller's conveyance and sale to Buyer of the Equipment.
9. Taxes. Buyer shall pay all sales taxes resulting from the sale
and transfer of the Equipment hereunder.
10. Notices. All notices, requests, demands and other communications
under this Agreement shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the third day after mailing if mailed to the party to whom notice is to be
given, by first-class mail, registered or certified, postage pre-paid
addressed as follows:
To Buyer: Xxxxxxxx Foods of Distinction
00000 Xxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxx
To Seller: Pan Ready Foods, Inc.
000 Xxxxxxx Xxxx.
Xxxxx Xxx Xxxxxxxxx, XX 00000
Tel: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Any party may change such party's address for purposes of this paragraph by
giving the other parties written notice of the new address in the manner set
forth above.
11. Miscellaneous. This Agreement shall be construed and governed by
the laws of the State of California.
PAN READY FOODS, INC.,
a California corporation
By:/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Its: ________________________________
"Seller"
XXXXXXXX FOODS OF DISTINCTION, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President
"Buyer"
Page 2
EXHIBIT A
LICENSED EQUIPMENT
Equipment:
Meat Preparation
Xxxxxx Grinder
Screw Conveyors (2)
Xxxxxxx Machine
Paddle Mixer (2,000 lbs., 1,200 lbs. Product mix)
Vemeg Buckets (10)
Product Forming
Bridge Meatball Former (including meatball assembly)o
Affico Vemeg Bucket Lift Hoist
Connection Conveyor to fryer
Product Cooking
Heat and Control Fryer
Heat Exchanger
Heat and Control Fry Clean Oil Filter Systems (with Circulation pumps
Pre-Drum Oil Filter
Oil Storage Tanks (3)
MPO Oven #2021 (with control panels) including all Related infeed and exit
conveyors from oven system
Boiler for MPO Oven (makes steam for cooking)
Product Freezing:
Freezing Systems Spiral Freezer and Compressor and
Related conveyors (sized to freeze - cool 160 F cooked
Product to core temperature of approximately 25 in 45 minute dwell time)
with enclosure
Product Packaging:
Automatic bulk and dribble scale
Band Sealer with Date Coder
Cleantech Handwash Sanitizer System
ASSIGNMENT
This is an assignment from Pan Ready Foods, Inc., a California
corporation, having an address of 000 Xxxxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx,
XX 00000 (hereinafter "ASSIGNOR") to Xxxxxxxx Foods of Distinction, a Colorado
corporation having an address of 00000 Xxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
(hereinafter "ASSIGNEE").
WHEREAS, ASSIGNOR and ASSIGNEE, individually and collectively, desire to
transfer unto ASSIGNEE all rights, title and interest to the following,
collectively referred to as the "Property":
A. Recipes and formulas for meatballs, battered and breaded chicken
patties and meat patties described in Exhibit A;
B. Customer lists and sales history records for such customers as of the
date of this Agreement previously provided to Assignee; and
C. The recipes and formulas and customer lists and sales inventory
records are hereinafter referred to as the "Property."
NOW THEREFORE, for $1.00 and other good and valuable consideration,
receipt of which is hereby acknowledged. ASSIGNOR does hereby assign unto
ASSIGNEE and its successors and assigns:
1) All rights, title and interest in and to the Property, including any
and all copyrights (including applications and registrations) and trade
secrets pertaining thereto.
ASSIGNOR represents and warrants that it is the sole owner of the
Property and that it is duly authorized to execute and deliver any and all
documents reasonably necessary to confirm and/or perfect ASSIGNEE'S sole
ownership in the Property. ASSIGNOR further represents and warrants that
ASSIGNOR'S execution of this assignment will not cause ASSIGNOR to be in
breach of any third party agreement.
ASSIGNOR will maintain in strict confidence and not disclose the Property
to any third party without the prior written consent of ASSIGNEE. ASSIGNOR
agrees that it will not make use of the Property except to the extent
necessary for ASSIGNEE'S purposes.
IN WITNESS WHEREOF, ASSIGNOR has caused this Assignment to be executed by
its officers "hereunto duly authorized on the date below wntten.
Dated: As of October 15, 2001
PAN READY FOODS, INC.
By:_______________________________
Xxxxxxx Xxxxxxxxx
EXHIBIT A
to
Assignment of Intellectual Property
from Pan Ready Foods, Inc. to Arrnanino Foods of Distinction, Inc.
dated as of October 15, 2001
RECIPES AND FORMULAS
Item Code # Brand Label Name Product Description Item Size Pack Size Formula
2536 Xxxxxxxx Beef Meatballs 1/4 oz. 36# 2563
2560 Xxxxxxxx Beef Meatballs 1/2 oz. 12/3# 2563
2862 Xxxxxxxx Beef Meatballs 2 oz. 40# 2563
2563 Xxxxxxxx Beef Meatballs 1/2 oz. 10# X
2566 Xxxxxxxx Beef Meatballs 1 oz. 10# 2563
2567 Xxxxxxxx Beef Meatballs 1-1/2 oz. 10# 2563
5600L Xxxxxxxx Beef Meatballs 1 oz. 12/3# 2563
2867 Togo Beef Meatballs 1 oz. 10# 2563
2906 Xxxxxxxx Ital. Beef Meatballs 3/4 oz. 10# X
2920 Xxxxxxxx Ital. Beef Meatballs 2 oz. 10# 2906
4800R Xxxxxxxx Turkey/Beef Meatballs 1/2 oz. 12/1# 2845
2842 Statesman/Bay Turkey/Beef Meatballs 1 oz. 10# 2845
2845 Statesman/Bay Turkey/Beef Meatballs 1/2 oz. 10# X
2562 Statesman/Bay Br.Chx.Fried Beef Patties 4 oz. 10# X
2564 Statesman/Bay Br.Chx.Fried Beef Patties 3.2 oz. 10# 2564
2565 Statesman/Bay Br.Pork Patties 4 oz. 10# X
2800 Xxxxxxxx Br.Chx.Patties 3.2 oz. 10# X
2860 Statesman/Bay Br.Chx.Patties 3.2 oz. 10# X
2820 Xxxxxxxx Br.Chx.Nuggets 10 oz. 6/10oz:10# X
2830 Xxxxxxxx Br.Turkey Nuggest (Wh.
Meat Only) 10 oz. 6/10oz:10# X
2847 Statesman/Bay Br.Chx Xxx Xxxxxx (w/
Turkey&Beef) 4 oz. 10# X
2810 Pan Ready Br.Chx Cutlet (w/Turkey
&Beef) ? X
2810 Pan Ready Br.Chx Cutlet (w/Rib Meat) ? X
2805 Pan Ready Br.Chx Nugget Paties ? X
2807 Pan Ready Br.Chx Nugget Paties ? X
2822 Pan Ready Br.Chx Nugget Paties ? X
2865 Statesman/Bay Br.Chx Nugget Paties 10 oz. 6/10oz:10# X
2870 Statesman/Bay Br.Chx Strips 1 oz. 10# X
2832 Xxxxxxxx Br.Veal Patties (w/Beef) 4 oz. 10# X
SAFMT(new) Xxxxxxxx Ital. Turkey/Beef
Meatballs 20 oz. 12/20 oz. in Dev.
2840 Xxxxxxxx Veal Meatballs 3/4 oz. 10# X
2714 Costco Beef Meatballs (no soy) ? X
NOTE: The only methodology provided to us for all of the above recipes/formulas was on the
U.S.D.A. label approvals, if any, that we received from Pan Ready.
The following products were not Pan Ready's proprietary, nor are they Xxxxxxxx'x, however, we
received label approvals, nutritional facts, etc. from Pan Ready and, are currently being packed
under the Xxxxxxxx label at this time with one exception as noted:
2850* Xxxxxxxx Glazed Hot & Spicy Chx
Wind Drmte 10#
2950 Xxxxxxxx Buf. Style Chx Wing
Section 10#
2960 Xxxxxxxx Glazed Honey BBQ Chx
Wing Sec. 10#
2955 Xxxxxxxx Spicy Breaded Chx
Wing Sections 10#
FIRST AMENDMENT TO
EQUIPMENT PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO EQUIPMENT PURCHASE AGREEMENT (this "Amendment")
is made as of February 1, 2002 (the "Effective Date") by and between PAN READY
FOODS, INC., a California corporation ("Seller") and XXXXXXXX FOODS OF
DISTINCTION, INC., a Colorado corporation ("Buyer"), with reference to the
following facts:
RECITALS:
A. Buyer and Seller entered into a Equipment Purchase Agreement dated
May 14, 2001 (the "Agreement") pursuant to which Seller agreed to sell to
Buyer, and Buyer agreed to sell to Seller, certain equipment that manufactures
meat and poultry products (the "Equipment"). Subsequent to the date of the
Agreement, Buyer and Seller agreed to expand the list of Equipment to be sold
to Buyer.
B. The purpose of this Amendment is to reflect the amended agreement of
the parties to expand the list of equipment sold to Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT:
1. List of Equipment. The Equipment as described on Exhibit A to the
Agreement is hereby amended as set forth on Exhibit A attached hereto. The
term "Equipment" as used herein, shall mean the Equipment as listed on Exhibit
A, attached hereto.
2. Purchase Price. As a result of the additional equipment purchased,
the purchase price (the "Purchase Price") for the Equipment shall be increased
to $212,839.
3. Further Assurances. Each party hereto shall execute such further
documents and instruments and take such further actions as are necessary,
appropriate, or helpful as the other party shall reasonably request in order
to carry out the purposes and intent of this Agreement.
4. Miscellaneous. This Agreement shall be construed and governed by the
laws of the State of California.
5. Xxxx of Sale. Seller and Buyer agree to attach the list of Equipment
set forth in Exhibit A, to the Xxxx of Sale previously delivered to Buyer by
Seller.
6. Full Force and Effect. In all other respects the Agreement will
remain in full force and effect except as amended by this Amendment.
Page 1
PAN READY FOODS, INC.,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Its: ________________________________
"Seller"
XXXXXXXX FOODS OF DISTINCTION, INC.,
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President
"Buyer"
