Exhibit 10(c)
SUPPLEMENT
TO
UNIFORM MEMBER MARKETING AGREEMENT
THIS SUPPLEMENT, made effective as of the 1st day of August,
1966, is by and between United Sugars Corporation, a cooperative marketing
association organized under the laws of the State of Minnesota (hereinafter
referred to as "Marketing Agent") and Minn-Dak Farmers Cooperative, a
cooperative association organized under the laws of the State of Minnesota
(hereinafter referred to as "Processor").
WHEREAS, Marketing Agent and Processor have entered into a
Uniform Member Marketing Agreement dated as of January 1, 1994 (the
"Agreement"); and
WHEREAS, Marketing Agent and Processor desire to clarify and
supplement the Agreement by amending certain provisions set forth therein.
NOW, THEREFORE, the parties agree as follows:
1. Section 3 of the Agreement provides that distributions of
net proceeds to Processor and other participants in the pool shall be adjusted
by Marketing Agent periodically as production figures are determined. The
Agreement further provides that the adjustment is to include an interest charge
to any participant in the pool who has received an excess distribution based
upon preliminary estimates. Notwithstanding the provisions of Section 3 of the
Agreement, from and after January 1, 1994, such interest charge shall be based
on the average of (i) the monthly Commodity Credit Corporation loan rate for the
period in question and (ii) the rate charged by the St. Xxxx Bank to American
Crystal Sugar Company for thirty (30) day seasonal fixed rate financing for the
period in question.
2. It is understood that Marketing Agent has assumed all
marketing responsibilities of Processor. This includes and has always been
intended to include the purchase of sugar from third parties and the sale of
that purchased sugar to facilitate the marketing objectives of the Processor. It
is further understood that such purchases by Marketing Agent are in furtherance
of its responsibilities as Marketing Agent for Processor. As such, the parties
desire to specifically confirm this responsibility by adding a new paragraph to
Section 1 of the Agreement to read as follows:
It is understood and agreed that Marketing Agent may
from time to time procure certain Products from third parties
in order to meet the requirements of sales contracts or as
otherwise determined to be in the best interest of Processor
and the other member processors of Marketing Agent. Processor
and Marketing Agent agree that Marketing Agent shall act as an
agent for Processor in connection with such purchases of
Products and that the costs of acquiring such Products and
revenues received from the sale of such Products shall be
allocated to Processor and other member processors of
Marketing Agent on the same basis as allocations from the pool
for which the Products were purchased.
3. Except as otherwise specifically provided in Paragraph 1 of
this Supplement, the terms and conditions of the Agreement shall remain in
effect as provided therein. Paragraph 2 of this Supplement is only intended to
clarify the original intent of the parties with respect to the Agreement as in
effect on January 1, 1994.
IN WITNESS WHEREOF, the parties have executed this Supplement
effective as of the day and year first above written.
UNITED SUGARS CORPORATION MINN-DAK FARMERS COOPERATIVE
BY XXXXXX X. XXXXXX BY XXXXX X. XXXXXXX
ITS PRESIDENT ITS PRESIDENT/CEO
