Flat Price Cheese Sale Agreement between Beatrice Cheese (Beatrice Group, Inc.) and Uno Restaurant Corp.

Summary

Beatrice Cheese, an operating unit of Beatrice Group, Inc., agrees to sell Uno Restaurant Corp. approximately 7.4 million pounds of mozzarella cheese at a fixed price of $1.34 per pound, with shipments scheduled monthly from October 2000 through August 2001. The agreement allows for a 15% volume tolerance each month and includes provisions for adjusting shortfalls or excesses based on milk settlement prices. Both parties may mutually agree to reschedule shipments. The contract supersedes previous agreements and amendments between the parties.

EX-10.35 4 a2033682zex-10_35.txt EXHIBIT 10.35 Exhibit 10.35 AGREEMENT FOR FLAT PRICE SALE DATE: September 29, 2000 (supercedes Agreement of December 17, 1999, amendment of May 4, 2000, and amendment of July 19, 2000). SELLER: BUYER: Beatrice Cheese, Uno Restaurant Corp. An Operating Unit of 100 Charles Park Road Beatrice Group, Inc. West Roxbury, MA 770 North Springdale Road 02132 Waukesha, WI 53186 ITEM: 8/6# 2.5% Mozzarella Loaf Item #022-2350-381 FINISHED GOODS PRICE: $1.34/LB. A $.0125/lb. accrual will be established and paid to buyer quarterly. QUANTITY: 7,412,000 lbs. (approximately 154,417 cases) October 23, 2000 through August 31, 2001. SHIPMENT: Monthly volumes as follows: August 800,000 lbs. (approx. 16,667 cases); September 480,000 lbs. (approx. 10,000 cases); October 600,000 lbs. (approx. 12,500 cases); November 760,000 lbs. (approx. 15,833 cases); December 520,000 lbs. (approx. 10,833 cases); January 690,000 lbs. (approx. 14,375 cases); February 874,000 lbs. (approx. 18,208 cases); March 552,000 lbs. (approx. 11,500 cases); April 644,000 lbs. (approx. 13,417 cases); May 966,000 lbs. (approx. 20,125 cases); June 690,000 lbs. (approx. 14,375 cases), July 836,000 lbs. (approx. 17,417 cases); August 880,000 lbs. (approx. 18,333 cases). F.O.B.: From the plant shipping the final finished product. ADDITIONAL CONDITIONS: 1. Buyer is permitted a 15% volume tolerance plus or minus the monthly contracted pounds. 2. Any open monthly order shortfalls/excesses from the original monthly shipment quantity after the monthly tolerances are calculated will be settled against the BFP/Class III milk settlement price for that particular month. Fixed BFP/Class III milk prices for purposes of setting the flat price of this Agreement are shown immediately below: BASE BFP/Class III MILK PRICES The following are the base prices of determining the price of the Agreement. They are the closing BFP/Class III milk futures prices of December 16, 1999. January 2001-April 2001 Class III milk futures prices are closing prices from May 4, 2000. May-June 2001 Class III milk futures are closing prices from July 19, 2000. July-August 2001 Class III milk futures prices are closing prices from September 29, 2000. August 2000 $12.80/cwt. February 2001 $10.65/cwt. September 2000 $12.99/cwt. March 2001 $10.71/cwt. October 2000 $12.87/cwt. April 2001 $10.71/cwt. November 2000 $12.80/cwt. May 2001 $10.60/cwt. December 2000 $12.80/cwt. June 2001 $10.90/cwt. January 2001 $10.85/cwt. July 2001 $10.89/cwt. August 2001 $10.92/cwt. 1 3. Calculation of the settlement is the difference between the contract base price listed in the above table and the specified monthly BFP/Class III settlement price multiplied by the short/excess milk pounds required for manufacturing the cheese shipped in that particular month. The conversion factor shall be 10 pounds of milk to 1 pound of cheese. 4. The Seller and the Buyer also may agree mutually to reschedule shipment. BEATRICE GROUP, INC. By: David Nusbaum ------------------------------------------- Its: Vice President of Sales ------------------------------------------ Date: October 11, 2000 ----------------------------------------- UNO RESTAURANT CORP. By: Alan Fox ------------------------------------------- Its: Executive Vice President ------------------------------------------ Date: October 31, 2000 ----------------------------------------- 2