EXHIBIT 8.4
TRANSITION AGREEMENT
This Agreement is entered into between Keebler Company ("Keebler"), a Delaware
corporation, with its principal place of business at 677 Larch Ave., Elmhurst,
IL 60126, and Kelly Food Products, Inc. ("Kelly"), an Illinois corporation, with
its principal place of business at 1111 West 22nd Street, Oak Brook, IL 60521.
WHEREAS, Keebler and Kelly have entered into a Snack Asset Purchase Agreement
("Asset Agreement") dated November 18, 1995 under which Kelly will purchase
Keebler's Bluffton, Ind. salty snack production facility, certain trademarks,
raw and finished goods inventories, and route sales vehicles to be utilized by
Kelly in the operation of a snack food business.
WHEREAS, Article V Section 5.1(b) of the Asset Agreement requires the parties to
enter into a "Transition Agreement" under which Keebler will provide data
processing, sales distribution and certain other services to Kelly, and Kelly
will provide certain sales and distribution services to Keebler, during a
transition period.
NOW, THEREFORE, the parties agree as follows:
1. Keebler agrees to provide the following services to Kelly during the
period, at the charges and in accordance with the terms, set forth below.
The period of service shall run from the Closing Date set forth in the
Asset Agreement.
- DATA PROCESSING SERVICES - Keebler will provide those data processing
services set forth in Exhibit I, attached hereto, to Kelly up to June
15, 1996. Such services may be terminated, in the case of material
breach of this Agreement, at any time during said period upon 30 days
written notice from the non-breaching party to the other party.
Kelly will pay Keebler for its direct costs plus 10% for all such data
processing services. Keebler's direct costs include its costs for those
employees utilized to perform said data processing services, or a portion of
such costs if only a portion of each employee's time is used to perform such
services, Keebler's lease costs and license fees, or portion thereof, for the
equipment and software used to perform such services, or, if the equipment is
owed a charge for depreciation associated with such equipment, the cost of any
modifications to equipment for software required to perform such services for
Kelly, and miscellaneous costs associated with the performance of such data
processing services including, but not limited to, the cost of supplies,
telephone charges, charges for the maintenance of equipment, etc. Direct costs
for which Keebler will have the right to charge Kelly are set forth in Exhibits
I and II attached hereto.
Keebler shall not be required to supply equipment or software, deliver or
transmit reports, or provide other data processing services, to any locations
other than those in Keebler's system prior to the Closing Date under the Asset
Agreement.
Kelly shall provide all information and raw data required for Keebler to provide
such data
If to Kelly, to it at: Kelly Food Products, Inc.
1111 West 22nd Street, Suite 640
Oak Brook, IL 60521
Attention: David Blue
Fax # (708) 575-0295
12. No wavier of any provision of this Agreement will constitute a waiver of
any other provision of this Agreement, and no waiver of a provision in one
instance will constitute a waiver of that or any other provision in any
other instance.
13. This Agreement shall be governed by, and construed under, the laws of the
State of Illinois in the United States of America relating to contracts
made and to be performed in that State.
14. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Nothing
contained in this Agreement is intended to, or shall, confer upon any
person, corporation or entity other than the parties hereto any rights,
benefits or remedies under or by reason of this Agreement. No party may
assign this Agreement without the prior written consent of each party
hereto. Any attempt or purported assignment by any party of this Agreement
in violation of this Section 14 shall be null and void.
15. This Agreement and any Exhibits hereto contain the entire agreement between
Keebler and Kelly relating to the transactions which are the subject matter
of this Agreement. All prior negotiations, understandings and agreements
between Keebler and Kelly are superseded by this Agreement, and there are
no representations, warranties, understandings or agreements concerning
this Agreement or the performance of services hereunder other than those
expressly set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the _____ day of January, 1996.
Keebler Company Kelly Food Products, Inc.
By By
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Its Its
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Date Date
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EXHIBIT 1
SYSTEMS TRANSITION SCHEDULE
SYSTEM PROG RESOURCE $ OTHER COSTS $ STAFF REQ
General Ledger 4 MD I.S. $1,600 05 Person
Accts Receivable 10 MD C/Lact $10,000 3 Clerks
5 MD I.S. $2,000 1.4 Credit
Accts Payable 10 MD I.S. Check Prop $2,000 AP Vendor Set Up $400 Bluffton Impact
HMO
10 MD I.S. PD End $2,000
Base Sales Systems 25 MD I.S. $10,000
Invention/Log/DDM 3 MD I.S. $1,200 SBU Staff
Store Door Incent QCP Consultants $5,000
Pricing/Alloc/Forecast R. Ackmann area
Customer Service 2 Clerks
Operations Maint. Detroit & Bluffton
Lease, etc.
Management/Coordin 10 MD $8,000
Keebler Software 10 % Dev Cost of RS $9,000/Pd
SYSTEM $ PER NOTES DUE LAST
PERIOD DAY OF
General Ledger $500 P1 W4
Accts Receivable $9,660 P1 W1
$5,000 P1 W1
Accts Payable Check Signing Manual P1 W2
Check Recon Manual P1 W4
New Check Stock P1 W2
Base Sales Systems New Invoice Stock P1 W1
New Billing STMT Forms
Invention/Log/DDM TBD New Bill of Lading Form P 13 W4
Store Door Incent Cover Sally for 3 Pds. P1 W4
Pricing/Alloc/Forecast $6,300
Customer Service $3,500
Operations Maint.
Lease, etc. $50,674
Management/Coordin P1 W1
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SYSTEM PROG RESOURCE $ OTHER COSTS $ STAFF REQ
Norand HH License TBD
Further Devel/Gould Programmer $76/Hr.
Support Analyst $125/Hr.
SYSTEM $ PER NOTES DUE LAST
PERIOD DAY OF
Norand HH License Kelly s Contract with
Norand
Further Devel/Gould
Support
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