GAC Produce Co., Inc., An Arizona Corporation - Page 28




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         received a commission of 40 cents per box from the proceeds of                
         the produce sold for the services it performed in distributing                
         brussels sprouts, celery, and lettuce for Bud Antle.                          
              In November 1988, Bud Antle formally became a party to the               
         SCP contract through a document entitled "Second Amendment to                 
         Sales Subagency Agreement" (Bud Antle amendment), wherein from                
         November 1, 1988, to June 1, 1989, petitioner appointed Bud Antle             
         as its subagent relating to the marketing and sale of lettuce,                
         celery, and brussels sprouts grown by the Canelos growers in                  
         Mexico.  Under the Bud Antle amendment, the term "SCP" was                    
         defined to include Bud Antle.  SCP and Bud Antle shared in the                
         profits from the sale of the produce covered under the SCP                    
         contract, as amended.  In addition, petitioner's commission of 40             
         cents per box was eliminated with respect to the produce sold by              
         Bud Antle; instead, Bud Antle received a commission of 34 cents               
         per box as compensation for services in distributing the lettuce,             
         celery, and brussels sprouts.  Petitioner, nonetheless, received              
         a commission of 20 cents per pack for border crossing and related             
         services relating to the Canelos growers' produce that Bud Antle              
         distributed for them.  In operation, Bud Antle did not receive                
         its commission as a direct payment.  Rather, Dole made an                     
         internal allocation on its books and records to account for the               
         commission.  SCP advanced financing to the Canelos growers for                
         the produce included under the Bud Antle amendment.  Bud Antle                





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