Common use of Volume Commitment Clause in Contracts

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S and/or HARDEE'S Distributor (as defined in the HARDEE'S AGREEMENT) will together purchase in the aggregate from the Company and the Company shall sell CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S Agreement) by CKE, HARDEE'S, and their respective Distributors up to an aggregate total of *** pounds of total Product per Contract Year (the "Volume Requirement"). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, then the Volume Requirement for that Contract Year shall be 7/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith. (b) The Volume Requirement of the Products from the Company will be reasonably allocated over the 12 month period of each Contract Year (or over the actual number of calendar months in a Contract Year, if less than 12), to the extent demand on CKE Product permits such allocation. (c) At all times during the term of this Agreement and at no additional cost to CKE, the Company will maintain a safety stock volume of up to six (6) weeks of Product based on trailing six month period average for system wide availability in the Company's Ohio storage facilities. CKE reserves the right to arrange all freight carriers and to pick up Product at Company's manufacturing facility and cold storage warehouses. Addresses for the storage facilities are as follows: CSI Brea Pierre Foods, Inc. Cincinnati Freezer ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road Brea, California Cincinnati, Ohio 45246 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (d) The Company acknowledges that the annual anticipated purchase volumes set forth in the DPS are estimates only, and are subject to adjustment based on actual historical data, promotional forecasts and other information furnished to the Company from time to time. CKE will provide the Company with a quarterly forecast at least thirty (30) days prior to the start of each calendar quarter. Said forecast is an estimate only. ---------- Confidential information redacted and Omitted portions are indicated by [***]. filed separately with the Commission. (e) In the event the Company cannot deliver the Products in the amounts and on the dates required by CKE, CKE may obtain the Products from alternate suppliers and test alternate products. Such alternative sources will count towards the Volume Requirement as if purchased from the Company. (f) The Company acknowledges and agrees that it is a non-exclusive supplier of the Products to CKE and Distributor.

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S ’S and/or HARDEE'S ’S Distributor (as defined in the HARDEE'S ’S AGREEMENT) will together purchase in the aggregate from the Company and the Company shall sell CKE and HARDEE'S’S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S ’S Agreement) by CKE, HARDEE'S’S, and their respective Distributors up to an aggregate total of *** pounds of total Product per Contract Year (the "“Volume Requirement"”). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S ’S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, then the Volume Requirement for that Contract Year shall be 7/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith. (b) The Volume Requirement of the Products from the Company will be reasonably allocated over the 12 month period of each Contract Year (or over the actual number of calendar months in a Contract Year, if less than 12), to the extent demand on CKE Product permits such allocation. (c) At all times during the term of this Agreement and at no additional cost to CKE, the Company will maintain a safety stock volume of up to six (6) weeks of Product based on trailing six month period average for system wide availability in the Company's ’s Ohio storage facilities. CKE reserves the right to arrange all freight carriers and to pick up Product at Company's ’s manufacturing facility and cold storage warehouses. Addresses for the storage facilities are as follows: CSI Brea Pierre Foods, Inc. Cincinnati Freezer ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road Brea, California Cincinnati, Ohio 45246 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (d) The Company acknowledges that the annual anticipated purchase volumes set forth in the DPS are estimates only, and are subject to adjustment based on actual historical data, promotional forecasts and other information furnished to the Company from time to time. CKE will provide the Company with a quarterly forecast at least thirty (30) days prior to the start of each calendar quarter. Said forecast is an estimate only. ---------- Confidential information redacted and Omitted portions are indicated by [***]. filed separately with the Commission. (e) In the event the Company cannot deliver the Products in the amounts and on the dates required by CKE, CKE may obtain the Products from alternate suppliers and test alternate products. Such alternative sources will count towards the Volume Requirement as if purchased from the Company. (f) The Company acknowledges and agrees that it is a non-exclusive supplier of the Products to CKE and Distributor.

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S and/or HARDEE'S its Distributor, and CKE and/or CKE's Distributor (as defined in the HARDEE'S AGREEMENTCKE Agreement) will together purchase in the aggregate from the Company and the Company shall will sell HARDEE'S and CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S CKE Agreement) by CKE, HARDEE'S, CKE, and their respective Distributors up to an aggregate total of *** pounds of total Product product per Contract Year (the "Volume RequirementRequirements"). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, 10 months then the Volume Requirement for that Contract Year shall be 7/12ths 10/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith. (b) The Volume Requirement of the Products from the Company will be reasonably allocated over the 12 month period of each Contract Year Year, (or over the actual number of calendar months in a Contract Year, if less than 12), to the extent demand on CKE HARDEE'S Product permits such allocation. (c) At all times during the term of this Agreement and at no additional cost to CKEHardee's, the Company will maintain a safety stock volume of up to six (6) weeks of Product based on trailing six month period average for system wide availability in the Company's Ohio storage facilities. CKE Hardee's reserves the right to arrange all freight carriers and to pick up Product at Company's manufacturing facility and cold storage warehouses. Addresses for the storage facilities are as follows: CSI Brea Interstate Warehouse Pierre Foods, Inc. Cincinnati Freezer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road Brea, California CincinnatiHamilton, Ohio 45246 45011 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (d) The Company acknowledges that the annual anticipated purchase volumes set forth in the DPS are estimates only, and are subject to adjustment based on actual historical data, promotional forecasts and other information furnished to the Company from time to time. CKE HARDEE'S will provide the Company with a quarterly forecast at least thirty (30) days prior to the start of each calendar quarter. Said forecast is an estimate only. ---------- Confidential information redacted and Omitted portions are indicated by [***]. filed separately with the Commission. (e) In the event the Company cannot deliver the Products in the amounts and on the dates required by CKEHARDEE'S, CKE HARDEE'S may obtain the Products from alternate suppliers and test alternate products. Such alternative sources will count towards the Volume Requirement as if purchased from the Company. (f) The Company acknowledges and agrees that it is a non-exclusive supplier of the Products to CKE HARDEE'S and Distributor.

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S and/or HARDEE'S Distributor (as defined in the HARDEE'S AGREEMENT) will together purchase in the aggregate from the Company and the Company shall sell CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S Agreement) by CKE, HARDEE'S, and their respective Distributors up to an aggregate total of *** pounds of total Product per Contract Year (the "Volume Requirement"). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, then the Volume Requirement for that Contract Year shall be 7/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith. (b) The Volume Requirement of the Products from the Company will be reasonably allocated over the 12 month period of each Contract Year (or over the actual number of calendar months in a Contract Year, if less than 12), to the extent demand on CKE Product permits such allocation. (c) At all times during the term of this Agreement and at no additional cost to CKE, the Company will maintain a safety stock volume of up to six (6) weeks of Product based on trailing six month period average for system wide availability in the Company's Ohio storage facilities. CKE reserves the right to arrange all freight carriers and to pick up Product at Company's manufacturing facility and cold storage warehouses. Addresses for the storage facilities are as follows: CSI CST Brea Pierre Foods, Inc. Cincinnati Freezer ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road Brea, California Cincinnati, Ohio 45246 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (d) The Company acknowledges that the annual anticipated purchase volumes set forth in the DPS are estimates only, and are subject to adjustment based on actual historical data, promotional forecasts and other information furnished to the Company from time to time. CKE will provide the Company with a quarterly forecast at least thirty (30) days prior to the start of each calendar quarter. Said forecast is an estimate only. ---------- Confidential information redacted and Omitted portions are indicated by [***]. filed separately with the Commission. (e) In the event the Company cannot deliver the Products in the amounts and on the dates required by CKE, CKE may obtain the Products from alternate suppliers and test alternate products. Such alternative sources will count towards the Volume Requirement as if purchased from the Company. (f) The Company acknowledges and agrees that it is a non-exclusive supplier of the Products to CKE and Distributor.