Manufacturing Agreement

Exhibit 10.46

Manufacturing Agreement Confidential Treatment GFA Brands, Inc. and Ventura Foods, LLC Page 1 of 47 March 2, 2007

Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment . MANUFACTURING AGREEMENT

FOR

MARGARINE AND SPREADS

Effective Date: March 2, 2007

This Manufacturing Agreement (the " Agreement" ) is made and entered into as of the Effective Date shown above by and between


GFA BRANDS, INC. (" Customer" )

P.O. Box 397

211 Knickerbocker Road

Cresskill, NJ 07626

and

VENTURA FOODS, LLC (" Ventura" )

40 Pointe Drive

Brea, CA 92821-3698

RECITALS

A. Ventura previously has manufactured various products for Customer in aggregate quantities exceeding *** net pounds per year.

B. Customer desires to have Ventura continue to manufacture various products under trademarks and tradenames owned or used by Customer subject to the terms and conditions set forth in this Agreement. C. Ventura is willing to reserve manufacturing capacity for Customer, and manufacture the agreed products for sale to Customer, subject to the terms and conditions set forth in this Agreement.

D. The parties have accepted and agreed to the terms and respective obligations contained in this Agreement, each intending to be legally bound.

TERMS OF AGREEMENT

1. General: co-packing arrangement

Ventura shall manufacture and sell to Customer and Customer shall purchase from Ventura products for sale in the United States, subject to the terms and conditions of this Agreement. Confidential Treatment Manufacturing Agreement Page 2 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


2. Products 2.1 The products that Ventura will manufacture for Customer (" Products" ) include (a) the Products listed in Schedule 2 offered for sale in the United States, and (b) Customer' s similar, additional and follow-on products and product extensions, subject to the mutual agreement of the parties.

2.2 Customer is responsible for providing to Ventura a complete ingredient list for each Product that Ventura will manufacture for Customer. Customer may, at its option, provide additional formulas, specifications and process parameters (" codebooks" ) regarding the manufacture of its Products subject to mutual agreement and acceptance by Ventura.

2.3 Before Ventura commences volume production of any Product for Customer, Customer shall test the finished Product and approve the Product for production. All production trials and testing of new Products shall be billed to Customer at a mutually agreed rate.

3. Capitalized Terms

Capitalized terms used in this Agreement shall have the definitions set forth in Schedule 3, unless a different meaning is clearly required by the context. 4. Forecasts, cost projections and orders

4.1 Customer forecasts . Customer shall provide Ventura each month with a rolling six-month forecast of its requirements for Products for the following six calendar months. The forecast for each month will include at a minimum specific Product volume by SKU and plant.

4.2 Ventura Price Reports . Ventura shall provide Customer periodically with updated Price Reports for each Product on Customer' s most recent forecast, including:

(a) Ingredient Cost;

(b) Packaging Cost;

(c) loss factor; and

(d) the agreed Toll.

4.3 Orders . Customer will use its best efforts to place orders as far as possible in advance of the requested shipment date, and no less than five business days before the requested delivery date, and Ventura will use its best efforts to fill Customer' s orders subject to plant capacity, the accuracy of Customer' s forecasts, the availability of Product ingredients and Ventura' s other manufacturing commitments. Confidential Treatment Manufacturing Agreement Page 3 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment . 4.4 Mutual cooperation . The parties recognize that lead times on ingredients and manufacturing schedules may limit the ability of Ventura to fill orders on five days notice, and will mutually cooperate to provide accurate forecast data and improved lead times to the maximum extent practicable.

5. Price

5.1 In general, the Price for each Product is ***. 5.2 The initial Prices for Products are set forth in the Product Cost Sheets appended to this Agreement as Schedule 5, subject to revision and amendment from time to time as provided in paragraph 6 and elsewhere in the Agreement.

5.3 In the event that Ventura invoices Customer separately for unused, obsolete or excess Ingredient Costs or Packaging Costs incurred by Ventura, the amount invoiced shall be the actual cost of the ingredients or packaging, provided that such components have been purchased in conformity with forecasts made by Customer pursuant to subparagraph 4.1.

6. Toll adjustments 6.1 Annual toll adjustments .

The initial toll rates in effect at the Effective Date, together with annual increases for years 2, 3, 4 and 5 of the Agreement, are set forth on Schedule 6.1.

6.2 Toll adjustment after inflation exceeds ***%

6.2(a) Toll increases specified on Schedule 6.1 shall be subject to adjustment in years 3, 4 and 5 if price inflation from July 1, 2006 exceeds ***% (as measured by the Producer Price Index for the Finished Consumer Foods Grouping (Unadjusted), 1982 = 100 (" PPI-FCF" ) published by the U. S. Bureau of Labor Statistics).

6.2(b) The Adjustment Factor in each of Contract Years 3, 4 and 5 shall be the value obtained by dividing the first-published PPI-FCF value for May of Contract Years 2, 3 and 4 by *** (the May 2006 PPI-FCF).

6.2(c) If the first-published PPI-FCF value for May of 2008, 2009 or 2010 equals or exceeds *** (***% of ***, the May 2006 PPI-FCF), then the Toll applicable to each Product for each following Contract Year 1 (including the appropriate cumulative annual adjustment shown in Schedule 61) shall be multiplied by the Adjustment Factor. Confidential Treatment Manufacturing Agreement Page 4 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment .

Example A: May 2008 PPI-FCF = ***

Adjustment Factor = ***

No adjustment for year 3, because the index has not exceeded ***% trigger point

Example B: May 2009 PPI-FCF = ***

Adjustment Factor = ***

Schedule 6.1 tolls for year 4 increase to ***% of initial toll rates

Example C: May 2010 PPI-FCF = ***

Adjustment Factor = ***

Schedule 6.1 tolls for year 5 decrease from ***% in year 4 (Example B) to ***% of initial toll rates

6.2(d) After Schedule 6.1 tolls have been adjusted due to an increase of the PPI-FCF pursuant to subparagraph 6.2(c), if the PPI-FCF value for the succeeding year changes then the Schedule 6.1 tolls shall be recalculated and adjusted either up or down based on the new Adjustment Factor, but under no circumstances shall the tolls be adjusted lower than the original Schedule 6.1 values appended to this Agreement.

6.2(e) If the first-published PPI-FCF for May of a contract year is (i) not available prior to July 1 of the immediately following contract year and (ii) requires a toll adjustment when available, the Prices for sales made between July 1 and the availability of the applicable PPI-FCF shall be adjusted retroactively to reflect the appropriate adjusted Toll.

6.3 The price for any new products manufactured for Customer by Ventura shall be consistent with the pricing policies set forth in the preceding subparagraphs of this Agreement, with the Toll negotiated in good faith by the parties.

6.4 Toll discount if Annual Volume exceeds *** pounds .

6.4(a) General; discount on Incremental Volume . If Customer' s Annual Volume exceeds *** pounds of Products then, subject to the limitation in subparagraph 6.4(c), Customer shall be eligible to receive a discount on Tolls applicable to the Incremental Volume for that Contract Year, in the amounts shown in the following table and subject to the conditions described below. Confidential Treatment Manufacturing Agreement Page 5 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.

Table 6.4(a) Toll Discounts on Incremental Volume


Annual Volume

Toll Discount Percentage on Incremental Volume

Annual Volume less than *** pounds Not applicable

Annual Volume *** to *** pounds ***% on Incremental Volume from *** to *** pounds

Annual Volume more than *** pounds

***% on Incremental Volume from *** to *** pounds;

then **% on Incremental Volume above *** pounds

6.4(b) Calculation of Toll discount . The applicable Toll discount shall be calculated by Ventura and applied to Customer' s invoices immediately after the Annual Volume of *** or ***, as the case may be, has been reached.

6.4(c) Limitation on Toll discount. In no event shall a Toll discount reduce the Toll payable by Customer on any Product below the Toll rates payable under subparagraph 6.1 of this Agreement, as adjusted for the relevant Contract Year pursuant to subparagraph 6.2.

7. Packaging Products shall be packed in containers bearing trademarks and/or trade names specified and owned or lawfully used by Customer. If packaging and/or label changes are required by a change in law or at the request of Customer, all costs of such changes shall be borne by Customer.

8. Payment and delivery terms

8.1 Terms of payment shall be net thirty (30) days from date of invoice. 8.2 Unless other arrangements for distribution or warehousing have been made for a Product under paragraph 9, all Products purchased by Customer hereunder shall be delivered to Customer F.O.B. Ventura' s plant.

8.3 Products shall be invoiced on or shortly after the date of shipment.

8.4 If Ventura incurs unique Ingredient Costs or unique Packaging Costs based on Customer' s forecasts pursuant to subparagraph 4.1 for inventory that it reasonably determines is Confidential Treatment Manufacturing Agreement Page 6 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


unused, obsolete or excess (for example, those costs have not been included in an invoiced Product Price for 90 days; or Customer' s forecasts do not project that the ingredient or packaging will be used within three months; or Ventura does not project using the ingredient or packaging for another customer within three months), then Ventura shall invoice and Customer shall pay the Ingredient Costs or Packaging Costs as provided in paragraph 5.3. If Ventura agrees that the material to be invoiced to Customer under this paragraph may be usable within the specified time frame at another Ventura location, then as an alternative to purchasing the Ingredient or Packaging, Customer may agree with Ventura to ship the material to such other Ventura location at Customer' s sole expense.

8.5 Customer may reject and refuse to pay for Product that the parties reasonably agree does not conform to specifications or otherwise is not in compliance with the terms and conditions of this Agreement.

9. Distribution and warehousing services

9.1 Ventura shall not charge Customer for warehousing required to rationalize production commitments with Customer' s forecasts.

9.2 If Customer requests Ventura to provide warehousing services beyond the basic scope of this Agreement, and Ventura agrees to provide such services, such services shall be separately stated on each invoice for each affected Product.

9.3 If Customer requests Ventura to provide distribution services beyond the basic scope of this Agreement (that is, delivery terms other than F.O.B. Ventura plant), and Ventura agrees to provide such services, such services shall be separately stated on each invoice.

10. Shipping and risk of loss

10.1 Products shall be delivered F.O.B. Ventura' s plant.

10.2 In the normal course Customer shall designate a carrier for shipments of Products. Ventura shall coordinate loading appointments at Ventura' s plant for the shipping of Products. Customer shall be responsible for payment of freight invoices directly to the carrier.

10.3 If Customer does not designate a carrier, or a designated carrier declines to provide the requested service, Ventura may designate a licensed common carrier for delivery. If Ventura pays the carrier, Customer is responsible for reimbursement of all freight charges. Ventura shall seek prior approval of freight charges that are not part of the then-applicable standard freight table and supply customary documentation of Ventura-paid freight charges if requested by Customer. The freight table in effect as of [date] is attached as Schedule 10.3. Confidential Treatment Manufacturing Agreement Page 7 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment . 10.4 If Ventura prepays freight charges for shipments of Products, the minimum freight charge shall be for *** (***) pounds. 10.5 Customer shall bear the risk of damage to or loss of Products after delivery to a carrier. 10.6 If Customer pays the freight charges directly, Customer shall be responsible for filing any claim for damaged or missing Products with the carriers.

10.7 If Ventura prepays freight charges, Ventura shall be responsible for filing any claim for damaged or missing Products with the carriers.

11. Warranties of Ventura

11.1 Ventura warrants that Products will be processed and packaged according to and shall meet the specifications provided by Customer and accepted by Ventura. Ventura shall not cause any adulteration of the Products due to their packaging and handling of the Products and the furnished materials.

11.2 Ventura warrants that Products delivered by Ventura hereunder are guaranteed, as of the date of such delivery, to be on such date not short in weight or, due to a failure to meet the mutually agreed specifications, adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, or any other Federal, state or local law.

11.3 Ventura will under no circumstances use the brand names under which the Products are sold or the labels utilized on the Products (or any other trademarks or brand names of Customer or others which Customer uses with respect to the Products) on any product or products other than the Products supplied hereunder to Customer, except by written agreement with Customer. Ventura acknowledges that it does not have and shall not acquire any interest by reason of its use of same in supplying Products to Customer hereunder. 12. Ventura Indemnification

12.1 Ventura will defend, indemnify and hold Customer and its Customers harmless (i) against any and all complaints or legal actions by any agency of Federal, state or local government, including, without limitation, the Federal Food and Drug Administration and comparable state or local agencies, and including, without limitation, such actions as those seeking seizure of product or injunctive relief, and (ii) against any and all complaints, claims or legal actions alleging damages, death, illness or injuries arising out of the purchase, sale or use of the Products, to which Customer may become subject by reason of any breach of the warranties and guarantee in paragraph 11 of this Agreement, unless and to the extent such breaches are caused in whole or in part by the negligent or willful act or omission of Customer or a third party, or by Customer' s breach of its obligations hereunder. Confidential Treatment Manufacturing Agreement Page 8 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


12.2 In the event any claim is asserted or any suit is filed against Customer for which Ventura may be required to indemnify Customer under this paragraph, Customer shall promptly notify Ventura of such claim or suit. Ventura, upon receipt of such notice, shall undertake the defense of such suit or the settlement of any such claim at its own expense and in such event shall have charge and direction of any proceedings relating thereto provided that Customer, at its option and expense, may employ counsel of its choice and participate in the defense.: 12.3 In no event shall Customer be free to settle any such claim or suit without the consent of Ventura if by such settlement Ventura may be rendered liable to indemnify Customer under the terms of this Agreement. Failure on the part of Customer to notify Ventura within a reasonable time of any claim or suit shall negate Ventura' s obligations under this paragraph. 13. Warranties of Customer

13.1 Customer has all necessary rights to manufacture, distribute and sell the Products (including without limitation all associated trademarks and packaging) throughout the United States, and any other jurisdiction to which it will sell or offer to sell the Products.

13.2 Customer warrants that all Products and their constituent ingredients are wholesome, suitable for human consumption as food and formulated in compliance with all applicable law and regulations.

13.3 Customer warrants that all labels approved by Customer to be used upon the Products shall not violate any law or regulations in effect in any jurisdiction in which the Products are manufactured, shipped or sold; and 13.4 Customer warrants that all labels, specifications and procedures supplied by Customer hereunder shall not infringe any valid United States patent, trademark or copyright of any person not a party to this Agreement.

14. Customer Indemnification 14.1 Customer will defend, indemnify and hold harmless Ventura from and against all losses, claims, damages, expenses or actions to which Ventura may become subject by reason of any breach by Customer of the representations and warranties described in paragraph 13 of this Agreement, unless and to the extent such breaches are caused in whole or in part by the negligent or willful act or omission of Ventura or by Ventura' s breach of its obligations hereunder. Confidential Treatment Manufacturing Agreement Page 9 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


14.2 In the event any claim is asserted or any suit is filed against Ventura for which Customer may be required to indemnify Ventura under this paragraph, Ventura shall promptly notify Customer of such claim or suit. Customer, upon receipt of such notice, shall undertake the defense of such suit or the settlement of any such claim at its own expense and in such event shall have charge and direction of any proceedings relating thereto provided that Ventura, at its option and expense, may employ counsel of its own choice and participate in the defense. 14.3 In no event shall Ventura be free to settle any such claim or suit without the consent of Customer if by such settlement Customer may be rendered liable to indemnify Ventura under the terms of this Agreement. Failure on the part of Ventura to notify Customer within a reasonable time of any claim or suite shall negate Customer obligation under this paragraph. 15. Ventura Responsibilities

15.1 Ventura shall be responsible for ensuring that all records of Ventura regarding the manufacturing, processing, packaging, handling and shipment of the Products are being properly documented and retained in accordance with current manufacturing practices promulgated by the United States Food and Drug Administration (" FDA" ) and other comparable promulgations of Federal, state and local agencies (collectively, " Good Manufacturing Practices" ). 15.2 Ventura shall remain responsible for, and exercise full control, direction and supervision over, all testing of the Products, including but not limited to stability tests, as such records, inspections or tests may be required by the FDA, other Federal, state and local agencies and/or current Good Manufacturing Practices. 15.3 The Products subject to this Agreement shall be produced and packed at the plant(s) mutually agreed by Ventura and Customer. 15.4 Representatives of Customer shall be permitted to enter Ventura' s plant at all reasonable times, including, without limitation, during preparation, processing, packaging and/or clean-up hours to inspect the manner in which the Products are being packaged, stored and loaded. Customer representatives shall have the right to inspect all pertinent records which may apply to or have a bearing on the quality and quantity of finished goods sold to Customer hereunder, including but not limited to all reports, charts, data, samples and other documents routinely made as part of Ventura' s production procedures for Customer Products and reports of applicable governmental inspectors.

15.5 Upon receipt of written notice from Customer, Ventura shall promptly correct any matters that are found to be in noncompliance with applicable governmental regulations and/or Good Manufacturing Practices. Ventura shall make and maintain such other production records as may be reasonably requested from time to time by Customer, and Customer representative shall also have the right to inspect such records and reports. Confidential Treatment Manufacturing Agreement Page 10 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


15.6 Ventura shall exercise due care in the processing, packaging, storage, and loading of all Products and supplies covered by this Agreement and shall, in particular, follow applicable Good Manufacturing Practices.

15.7 Ventura shall furnish Customer with a copy of its recall policy and procedures, which demonstrate its ability to track all raw materials and their production codes through processing and into primary distribution. 15.8 Ventura shall notify Customer immediately by phone (with written confirmation to follow within 24 hours) of (i) any recall (or other) action by any regulatory agency against a Product covered under this Agreement, (ii) any violations reported or recorded during any inspection and/or any analytical results obtained from regulatory agencies which impact such Products, ingredients or supplies, (iii) any significant process deviation that compromises the safety and/or quality of Customer Products and (iv) any complaints received from consumers or other parties regarding reports of illness or complains relating to health, injury, accident, death or any other potential hazard related to Customer Products. All such notifications must be forward to Customer' s " Quality Control" contact identified on Schedule 26.2. 15.9 Either Customer or Ventura may determine that a product recall is necessary. If Customer determines that it is in the best interest of the Customer, its brand names, trade names and other consumer values that a recall is necessary, Ventura shall arrange the recall in close coordination with the Customer. Ventura shall be responsible for direct costs of the recall to the extent that the recall is required due to Ventura' s breach of the warranties set forth in paragraph 11. The Customer shall be responsible for all other recall costs.

16. Term

The term of this Agreement is five years, commencing as of July 1, 2006, and continuing unless earlier terminated through June 30, 2011. The term then shall be extended for additional twelve-month terms unless either party has given at least (a) twelve months prior notice of termination, for the initial five-year term, or (b) one-hundred-eighty (180) days prior written notice of termination for any additional twelve-month term. Confidential Treatment Manufacturing Agreement Page 11 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


17. Termination 17.1 Upon expiration or termination of this Agreement, Customer shall purchase (1) all remaining Products produced by Ventura for Customer, at the then-current Schedule 2 prices; and (2) any unused unique ingredients and packaging materials purchased by Ventura in conformance with Customer' s forecasts under subparagraph 4.1, at then-current Schedule 2 (or subsequent Cost Sheet) costs. Ventura shall return to Customer (at Customer request), freight collect, all such Products, Raw Materials, ingredients and Packaging Materials.

17.2 Termination of this Agreement shall be without prejudice to any rights which may have accrued to Customer or Ventura prior to the date of termination. 17.3 With the exception of Customer' s payment obligation, neither party shall be responsible to the other for failure to perform or delays in performing obligations under this Agreement due to a Force Majeure Event; provided, however, that in the event Ventura is unable to perform its obligations under this Agreement due to a Force Majeure Event for a period of thirty (30) days, Customer may give notice to Ventura and use an alternate supplier for the duration of the Force Majeure Event. At the end of the Force Majeure Event, Ventura shall give Customer notice of its ability to resume performance under this Agreement, and the parties shall work in good faith to transition production back to Ventura in a reasonable time frame.

17.4 Either party may, at its sole option, terminate this Agreement immediately:

(i) in the event the other party shall breach or violate any material terms or conditions required to be performed by such party and fails to remedy such breach or violation within thirty (30) days after receipt of written notice from the terminating party of its intention to terminate; or

(ii) in the event the other party shall make an assignment for the benefit of creditors, commence a voluntary case or unsuccessfully defend an involuntary petition under any bankruptcy law or similar law of relief of debtors, consent to the appointment of a receiver, custodian or trustee for itself or the major part of its property, or otherwise fail to pay its debts as they become due. Confidential Treatment Manufacturing Agreement Page 12 of 47 GFA Brands, Inc. and Ventura Foods, LLC March 2, 2007


Certain portions hereof denoted with " [***]" have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment . 17.5 Ventura may terminate this Agreement on 180 days notice if either (a) the aggregate quantity of Products ordered by Customer for delivery within any six-month period or (b) Customer' s 12-month forecast does not exceed *** pounds of Products.

17.6 Ventura may terminate this Agreement on 30 days notice if it is required to defend in a legal proceeding against any claim regarding patents or intellectual property related to the Products or in which Customer has a beneficial interest. 17.7 Notwithstanding the foregoing, Ventura shall not exercise its right to terminate under subparagraph 17.6 with respect to an intellectual property claim provided that Customer:

(a) is not, and does not become, subject to a notice of termination pursuant to subparagraph 17.4; (b) has committed in writing, in form reasonably satisfactory to Ventura, to fully perform the indemnity obligations described in paragraph 14 with respect to the subject claim;

(c) satisfactorily performs on its indemnity commitments in a timely and competent manner; and (d) provides such other written assurances as Ventura may reasonably request.

It is the intent of this provision that in the event of intellectual property claims or litigation relate ...