Supply Contract - New Orleans Spice Co. Inc. and Biscuit Investments Inc.
SUPPLY CONTRACT
---------------
This Agreement made this 21st day Of March, 1989 by and between New
Orleans Spice Company, Inc., a Louisiana corporation ("Spice"), herein
represented by its undersigned officer and Biscuit Investments, Inc., a
Louisiana corporation ("Biscuit"), herein represented by its undersigned
officer.
WITNESSETH
WHEREAS, Spice, by virtue of a certain agreement dated July 2, 1979,
as amended ("Formula Agreement"), has the right to use a certain basic recipe
and formula in the preparation of spicy fried chicken commonly known as
Popeyes Famous Fried Chicken, any developments or improvements relating to the
production of such recipe and formula and any additional recipes for products
suitable for use in Popeyes Famous Chicken and Biscuit restaurants ("Popeye
Formula"),
WHEREAS, the Formula Agreement and the parties' interest therein are
more fully described in a certain Amendment of the Formula Agreement,
executed of even date herewith by the parties and Alvin C. Copeland;
WHEREAS, Biscuit owns and operates Popeyes Famous Fried Chicken and
Biscuits restaurants which specialize in the sale of spicy fried chicken
prepared with
<PAGE>
batter, spices, and other ingredients prepared with the Popeye Formula (such
batter, spices and other ingredients, "Product"); and
NOW THEREFORE, the parties for the mutual benefits conferred upon each
other herein, the receipt and adequacy of which are acknowledged, agree that:
I.
Spice shall sell to Biscuit, or as Biscuit directs, all of the Product
required by Biscuit, and Biscuit shall purchase its requirements for the
consideration hereafter stated.
II.
During any month, Spice shall not be obligated to supply an amount of
Product disproportionate to average amounts customarily supplied for the
preceding twelve month period.
III.
In consultation with Biscuit, Spice shall endeavor to estimate the
future requirement of Biscuit to assure maximum compliance herewith.
IV.
Prices for the Product shall be as quoted or posted from time to time by
Spice consistent with past practices, shall be payable C.O.D. or on such other
basis
2
<PAGE>
as shall be mutually determined, and shall be uniform throughout the Popeyes
Famous Fried Chicken and Biscuit system.
V.
The term hereof shall be fifteen years. Thereafter, this Agreement may
be terminated by the parties' agreement, subject to an accounting for Product
already sold but not yet paid for.
VI.
Without the other party's written consent first obtained, neither party
may assign or encumber its rights hereunder; nor may this Agreement be assumed
by any other person.
VII.
This Agreement may be amended only by a writing executed by the parties
hereto.
VIII.
This Agreement establishes no third party beneficiary rights in any
persons not parties hereto.
3
<PAGE>
IX
Spice hereby agrees that, upon the merger of Church's Fried Chicken,
Inc. ("Church's") and Biscuit becoming effective, Church's shall become the
Company hereunder and shall be entitled to all of the rights and benefits of
Biscuit hereunder, subject to all of the covenants, duties, obligations,
promises and liabilities of Biscuit hereunder.
X
This Agreement shall be construed in accordance with the internal laws
of the State of Louisiana.
Executed at New York, New York on the date first written above.
BISCUIT INVESTMENTS, INC. NEW ORLEANS SPICE CO., INC.
BY: /s/ BY: /s/
---------------------- ----------------------
Its: V.P. Its:
----------------- --------------------
4