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EXHIBIT 10.11
FIRST AMENDMENT TO
AMENDED AND RESTATED MILL AGREEMENT
This First Amendment to Amended and Restated Mill Agreement ("Amendment")
is entered into effective as of January 28th, 1999, by and between New World
Pasta Company f/k/a Hershey Pasta Manufacturing Company, a Delaware corporation
("NWP") and Xxxxxx Milling Company, a Minnesota corporation ("Xxxxxx").
RECITALS:
WHEREAS, Xxxxxx and Hershey Pasta & Grocery Group, a division of Hershey
Foods Corporation, a Delaware corporation ("HPG") entered into an Amended and
Restated Mill Agreement dated March 1, 1998 (the "Mill Agreement"); and
WHEREAS, NWP has acquired various assets previously owned by HPG
including, among others, a pasta manufacturing plant located in Fresno,
California; and
WHEREAS, HPG has assigned its rights and obligations to NWP under the Mill
Agreement and NWP has assumed the rights and obligations of HPG under the Mill
Agreement; and
WHEREAS, Xxxxxx and NWP now desire to amend the Mill Agreement on the
terms and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions: Those capitalized terms which are used in this Amendment
and are not defined herein shall have the respective meaning ascribed to them in
the Mill Agreement. Any reference to the "Mill Agreement" shall mean the Mill
Agreement as amended by this Amendment.
2. Assignment and Assumption. NWP hereby agrees to assume and be bound by
all of the obligations of HPG under the Mill Agreement arising from and after
the effective date.
3. Wheat Storage. Section 8A of the Mill Agreement is hereby amended in
its entirety to read as follows:
"8A. WHEAT STORAGE. Xxxxxx has constructed and will make available to HPG
additional storage at the Mill sufficient to hold an additional
[Confidential Treatment Requested by New World Pasta Company] of wheat (in
addition to the
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current storage capacity of [Confidential Treatment Requested by New World
Pasta Company]). HPG will pay Xxxxxx for the use of this additional
storage (for each bushel HPG stores in excess of [Confidential Treatment
Requested by New World Pasta Company]) a per bushel amount as follows:
[Confidential Treatment Requested by New World Pasta Company]
HPG's right to use of the storage is always dependent on [Confidential
Treatment Requested by New World Pasta Company].
4. Binding Effect. Section 16 of the Agreement is amended to read in its
entirety to read as follows:
"16. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and assigns."
5. Reaffirmation. Except as otherwise modified by this Amendment, all the
terms and conditions of the Mill Agreement remain in full force and affect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective on the date first above written.
WITNESS XXXXXX MILLING COMPANY
/s/ Xxxxxx Xxxxx By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chairman, President
and Chief Executive Officer
WITNESS NEW WORLD PASTA COMPANY
/s/ Xxxxxx Xxxxxxxxxxxx By /s/ C. Xxxxxx Xxxxxxx
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Name: C. Xxxxxx Xxxxxxx
Title: Chairman and Chief Executive
Officer
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