EXHIBIT 10.8
JOINT VENTURE
AGREEMENT
BETWEEN
GOLDEN OVAL EGGS
A DIVISION OF MIDWEST INVESTORS OF RENVILLE, INC.
AND
MIDWEST INVESTORS OF IOWA, COOPERATIVE
Midwest Investors of Iowa,
Cooperative (“Midwest Iowa”), an Iowa Chapter 501
cooperative association and Midwest Investors of Renville, Inc.
(“Golden Oval”), a farmer owned Minnesota cooperative
association, (individually referred to as “Venturer”
and collectively the “Venturers”) hereby agree to
proceed on a joint venture basis to process Iowa agricultural
products and other products under the terms of this Agreement
(herein the “Project”).
1.
Midwest Iowa Obligations.
Midwest Iowa agrees to select a site or sites suitable for egg
production and processing or other processing facilities as jointly
agreed upon by Midwest Iowa and Golden Oval. Upon
identification of a suitable site or sites approved by Golden Oval,
Golden Oval agrees to provide financing secured by mortgage and
other security as necessary for the site acquisition.
Midwest Iowa agrees to pursue and
obtain all permitting, zoning, conditional use, licensing and other
approvals necessary for the processing operations. Golden
Oval agrees to advance or reimburse all costs for the permitting,
zoning approvals, licensing, and other approvals.
2.
No Interest of Land in Golden
Oval. Midwest Iowa and Golden Oval agree that under this
agreement Golden Oval shall have no interest in any agricultural
land in Iowa and to the extent Golden Oval is alleged or deemed to
have an interest in agricultural land in Iowa during the term of
this agreement, Golden Oval shall transfer the interest to Midwest
Iowa.
3.
Golden Oval Obligations.
(a)
Golden Oval agrees to construct and
operate all Project-related processing and other facilities on the
sites acquired by Midwest Iowa. The purpose of the Project
shall be in part to further process Iowa agricultural products and
other products.
(b)
Golden Oval shall, if requested,
provide financing to Midwest Iowa to purchase any approved
sites.
(c)
Golden Oval shall reimburse any
permitting or approval expenses incurred by Midwest Iowa upon
request.
4.
Joint Efforts Towards
Project. Midwest
Iowa and Golden Oval agree that each party will use best efforts to
fulfill the purposes of the joint venture including the
construction and operation of the Project.
5.
Term. The term of this joint venture shall be
15 years and shall automatically be renewed for an additional 15
year period unless one of the parties notifies the other in writing
that the joint venture shall not be renewed.
6.
Right of First Refusal Upon
Termination. Each
Venturer who desires to transfer ( “Selling Partner”)
an interest necessary for the joint venture (“Venture
Property”), may transfer all or part of its Venture Property
to a person (the “Third Party Buyer”) who has made a
bona fide offer (as defined below in Section 6(d)) for all or part
of such Venture Property (the “Offered Venture
Property”) owned by the Selling Venturer, provided that the
Selling Venturer grants the rights of first refusal to the other
Venturer as described below:
(a)
If a Selling Venturer proposes to
accept a bona fide offer for any Offered Venture Property, the
Selling Venturer shall send (i) a written notice to the other
Venturers which shall contain all of the material terms of the bona
fide offer including, without limitation, the name and address of
the offeror and the proposed transferee, the purchase price, the
terms and conditions of payment, the date on which the sale is to
be made, and (ii) evidence furnished in writing to the Selling
Venturer by the Third Party Buyer regarding the Third Party
Buyer’s financial ability to consummate the proposed purchase
or similar information reasonably requested by the other
Venturer.
(b)
The other Venturer shall have the
right, but not the obligation, to purchase the Offered Venture
Property from the Selling Venturer on the terms set forth in the
bona fide offer at a closing that shall occur on the date 60 days
after the date of the notice given pursuant to Section 6(a)(i);
provided, however, that the other Venturer shall have the right to
pay the purchase price in cash regardless of the manner of payment
prescribed in the bona fide offer. The other Venturer shall
exercise such right, if at all, by giving
