EXHIBIT 10.4.1
Schedule 1
List of Other Agreements
1. Lease Agreement for the Plant.
2. Equipment Lease Agreement for Seller's equipment located at the Plant.
3. Lease Override Agreement for additional payments to be made by Buyer to
Seller.
4. License Agreement for Buyer to license the use of permits, licenses, recipes
and other intangible assets of Seller that are in use at the Plant.
5. Non-Branded Inventory Sales Agreement.
6. EBITDA Overview Committee Agreement.
EXHIBITS
EXHIBIT A - Product Descriptions/Specifications
EXHIBIT B - List of Raw Materials, Packaging Materials
EXHIBIT C - Pricing
EXHIBIT D - Production Schedule, Annual Plan
EXHIBIT E - Warehousing and Distribution Terms
12
EXHIBIT A
PRODUCT DESCRIPTIONS/SPECIFICATIONS
[TEXT OMITTED PURSUANT TO THE
REGISTRANT'S APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER
RULE 406]
13
EXHIBIT B
RAW MATERIALS
HFDC will supply the following raw materials based on calculations set forth
in Attachment 1.
PACKAGING
Packaging materials will include corrugate tray/box and shrinkwrap as
required in the shipping of canned product.
EXHIBIT C
PRICES AND TERMS
1. All product costs are FOB Denver plant.
2. Co-pack cost is based on HFDC cost (as determined in accordance with
generally accepted accounting principles consistently applied) + 15%
GM, with the exception of select Refried Beans.
3. A special $5.70 cost on 300x407 Regular, Fat Free and Vegetarian Refrieds
will be in effect until 10/31/03.
4. Effective 11/01/03, the cost of 300x407 Regular, Fat Free and Vegetarian
Refried Beans will be based on HFDC cost + 7.5% GM.
5. FME/FWE as referred to in Section 3(b) totals $.80 per 12-pack (15 oz.)
equivalent case.
Co-pack Cost Year One 2/1/01-1/31/02
XXXXXX
Co-Pack
Description SKU Volume Pack Cost
----------------------------- ----------- ------------- ----------- ----------
Green Chile with Pork 41612-00733 * 12/15 *
Green Chili with Chicken 41612-00430 12/15
Green Chile with Pork Hot 41612-00533 12/15
Chile with Beans 41612-00133 12/15
XX Xxxxx Chile with Pork 6"4 41612-00714 24/15
Chile No Beans 41612-00333 12/15
Green Chile with Pork 41612-00725 12/15
Chile Verde 41612-00835 12/15
Green Chile with Chix & Beans 41612-00435 12/15
Green Chile with Pork 41612-00726 ----------- 12/15
(200,000 12-pack (15 oz.) equivalent cs.)
XXXXX
REFRIED BEANS
Co-Pack
Description SKU Volume Pack Cost
----------------------------- ----------- ------------- ----------- ----------
Refried Beans 76600-00061 TBD 24/16 *
Refried Beans 76600-00062 TBD 12/30
Spicy Refried Beans 76600-00069 TBD 12/16
Fat Free Refried Beans 76600-00065 TBD 24/16
Vegetarian Refried Beans 76600-00064 TBD 24/16
-------------
TBD (204,000 12-pack (15 oz.) equivalent cs.)
TAMALES
Co-Pack
Description SKU Volume Pack Cost
----------------------------- ----------- ------------- ----------- ----------
Tamales (Regular) 76600-00022 * 12/15 *
Jumbo Tamales 76600-00024 12/28
Chicken
-------------
(117,503 12-pack (15 oz.) equivalent cs.)
MISCELLANEOUS PRODUCTS
Co-Pack
Description SKU Volume Pack Cost
----------------------------- ----------- ------------- ----------- ----------
Burrito Sauce 76600-00011 * 12/15 *
Chili with Beans - Mild 76600-00001 24/15
Lima Beans and Ham 76600-00040 24/15
White Beans and Ham 76600-00043 24/15
Chili Beans N' Gravy 76600-00031 12/28
Chili No Beans 76600-00009 24/15
-------------
(55,000 12-pack (15 oz.) equivalent cs.)
FOOD SERVICE - XXXXXX
Co-Pack
Description SKU Volume Pack Cost
----------------------------- ----------- ------------- ----------- ----------
Xxxxxxx Xxxxx 41612-00419 * 6/114 *
Pinto Beans 41612-00466 6/112
Chile
-------------
(8,550 12-pack (15 oz.) equivalent cs.)
Greens Farm - phasing out organic [illegible]
[*TEXT OMITTED PURSUANT TO THE
REGISTRANT'S APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER
RULE 406]
EXHIBIT D
PRODUCTION SCHEDULE, ANNUAL PLAN
[TEXT OMITTED PURSUANT TO THE
REGISTRANT'S APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER
RULE 406]
14
EXHIBIT E
HFDC-XXXXXX
WAREHOUSING, DISTRIBUTION AND HANDLING TERMS
1. Basic pricing in Exhibit C includes a holding period of thirty (30)
days, including ten (10) days for incubation and includes shipping
labor.
2. If HFDC produces Product based upon pack plan and storage exceeds thirty
(30) days because of XXXXXX' shipping schedule, extra storage cost is to
be billed to XXXXXX at $.033 per case in full pallet quantities per
month. Any product placed into inventory from the first of the month
through the fifteenth of the month shall be charged a full month's
storage charge for that month. Any Product placed into inventory from
the sixteenth of the month through the end of the month shall be charged
one-half the normal storage rate for that month.
3. Other services shall be billed by HFDC to XXXXXX based upon pre-agreed
rates for each such services. This would include, but not be limited to,
special packs, products rework, returns from customers, modular
displays, etc.
4. All charges for warehousing, handling and other special services shall
be invoiced on the last day of each month during which charges were
incurred and shall be paid by XXXXXX within thirty (30) days from the
date of invoice.
5. XXXXXX may warehouse and distribute products not produced by HFDC at the
Denver Facility with prior approval. There will be a one-time,
in-and-out charge of $.05 per 12-pack (15 oz.) equivalent case, which
includes thirty (30) days storage, after which the standard warehousing
charges will apply at $0.33 per 12-pack (15 oz.) equivalent case, per
month, as described in (2). Any Product placed into inventory from the
first of the month through the fifteenth of the month shall be charged a
full month's storage charge for that month. Any Product placed into
inventory from the sixteenth of the month through the end of the month
shall be charged one-half the normal storage rate for that month.
XXXXXX CO-PACK
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