matco tools 2010 franchise disclosure document

Transcription

MINNESOTA
85 7th Place East, Suite 500
St. Paul, Minnesota 55101-3165
D E P A R T M E N T OF
www.commerce.state.mn.us
COMMERCE
651.296.4026 FAX 651.297.1959
An equal opportunity employer
March 30, 2010
MARK KIRSCH
PLAVE KOCH PLC
12355 SUNRISE V A L L E Y DRIVE SUITE 230
R E S T O N , V A 20191
Re: F-2705
NMTC INC
MATCO DISTRIBUTORSHIP A G R E E M E N T
Dear Mr. Kirsch:
The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter
SOC and Minnesota Rules Chapter 2860.
This means that there continues to be an effective registration statement on file and that the
franchisor may offer and sell the above-referenced franchise in Minnesota.
The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond or
defer receipt of franchise fees during this registration period.
As a reminder, the next annual report is due within 120 days after the franchisor's fiscal year
end, which is December 31, 2010.
Sincerely,
G L E N N WILSON
Commissioner
By:
Daniel Sexton
Commerce Analyst Supervisor
Registration Division
(651)296-4520
GW:DES:dlw
F-2705
STATE OF MINNESOTA
DEPARTMENT OF COMMERCE
REGISTRATION DIVISION
(651) 296-4520
IN THE MATTER OF THE REGISTRATION OF:
MATCO DISTRIBUTORSHIP AGREEMENT
By NMTC INC
ORDER MENDING
REGISTRATION
WHEREAS, an a p p l i c a t i o n
amendment
f e e have been
t o amend t h e r e g i s t r a t i o n a n d
filed,
IT I S HEREBY ORDERED t h a t t h e r e g i s t r a t i o n
dated
March 25, 1993, i s amended as o f t h e d a t e s e t f o r t h
below
GLENN WILSON
Commissioner
Department: o f Cominerce
85 7 t h P l a c e E a s t , S u i t e 500
S t P a u l , MN 55101
D a t e : March 30, 2010
UNIFORM FRANCHISE REGISTRATION APPETDmON
FiieNcLvos y
'^<»'C*,»h»rw
MAR 2 9 2010
(InSerftHe number of iirunediat^djWfiTfjl \
preceding filing of Applicant)
State: Minnesota
Fee:
$300.00
APPLICATION FOR (Check only one):
INITIAL REGISTRATION OF A N OFFER AND SALE OF FRANCHISES
_ X _ RENEWAL APPLICATION OR ANNUAL REPORT
PRE-EFFECTIVE AMENDMENT
POST-EFFECTIVE MATERIAL AMENDMENT
1.
2.
3.
4.
5.
6.
Full legal name of Franchisor:
NMTC, Inc. d/b/a Mateo Tools
Name of the franchise offering:
"NMTC, Inc. d/b/a Mateo Tools;" "Mateo Tools;" "Mateo"
Franchisor's principal business address:
4403 Allen Road
Stow, Ohio 44224
Name and address of Franchisor's agent in this State authorized to receive service of process:
Commissioner of Commerce
85 7th Place East, Suite 500
St. Paul, Minnesota 551015
The states in which this application is or will be shortly on file:
California, Florida, Hawaii, Illinois, Indiana, Kentucky, Mar>iand, Michigan, Minnesota,
Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah, Virginia,
Washington, Wisconsin
Name, address, telephone and facsimile numbers, and e-mail address of person to whom
communications regarding this application should be directed:
Mark A. Kirsch, Esq.
Plave Koch PLC
12355 Sunrise Valley Drive, Suite 230
Reston, Virginia 20191
703.774.1210 (direct phone)
703.774.1201 (fax)
[email protected] (E-mail)
PK 23142.1 - NMTC, Inc. d/b-'a Mateo Tools / MN
MAR 2 6 2010
El€ P L A V E K O C H
Mr. Daniel E. Sexton
Department of Commerce
85 7'^ Place East, Suite 500
Re:
NMTC, Inc. d/b/a Mateo Tools (''Mateo")
File F-2705
Minnesota Franchises Law
Annual Report and Amendment of Registration
Dear Mr. Sexton:
Enclosed please find an annual report and amendment of registration submitted on behalf of Mateo to
offer and sell distributorships in the State of Minnesota.
The application consists of a check for S300.00 made payable to the 'Minnesota Department of
Commerce" for the requisite filing fee and the following items:
1
Facing Page.
2.
Franchisor's Costs and Source of Funds Form.
3.
Franchise Seller Disclosure Form for each individual to be engaged in the offer or sale of
distributorships in Minnesota.
4.
Certification Page.
5.
Uniform Consent to Service of Process Form.
6.
Corporate Acknowledgment.
7.
One copy of a signed Consent of Accountants.
8.
One clean copy of Mateo's franchise disclosure document, including all agreements.
9
One copy of Mateo's Franchise Disclosure Document, which has been red-lined to
indicate new or revised information.
Plave Koch PLC
12355 Sunrise Valley Drive, Suite 230
Reston, Virginia 20191-3492
United States of America
wmv.PlaveKoch.com
Mark A. Kirsch
[email protected]
direct phone 703.774.1210
direct fax 703.774.1201
MAR 2 6 2010
E14 P L A V E K O C H
Page 2
Please contact me if you have any questions or comments on the enclosed application. Otherwise, we
would appreciate receiving notiee that the application has been approved.
Sincerely.
Plave Koch PLC
By:
y^^tlMM
Mark A. Kirsch
Via FedEx
Enclosures
PK 23661.1
Certification
I certify and swear under penalty of law that I have read and know the contents of this application,
including the Franchise Disclosure Document with an issuance dale of HAfK (LH ^ 9 , 2010 attached
as an exhibit, and that all material facts slated in all those documents are accurate and those documents do
not contain any material omissions. 1fiirthercertify that I am duly authorized to make this certification
on behalf of the Franchisor and that I do so upon my personal knowledge.
Signed at
v^ro w/
,
^/i/0
on March
/O
, 2010.
NMTC, Incj, d/»/a Mateo TooV*
By:
Print Name and Title:
STATE OF OHIO
COUNTY OF SUMMIT
)
)
)
7»oAy0.k /< Aûu. . MeAS
lk
Personally appeared before me this
day of March 2010, the above-named corporation, to me
known to be the person who executed the foregoing application (as ^^^Ci5H/er
of the
above-named applicant) and, being first duly sworn, state upon oath that said application, and all exhibiis
submitted herewith, are true and correct.
Notary Public:
(NOTARIAL SEAL)
My Commission
my
^ômmission
Expires:
/
J^/y
Aj^^D/d
jbBORAH J. GOLU Notaiy Public
STATE OF OHIO
My Commission Expires July 24, Jifi/^
PK 23142.1 - NMTC, Inc. dVa .Mateo Tools / MN
UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS
NMTC, Inc. d/b/a Mateo Tools, a corporation organized under the laws of the state of Delaware (the
"Franchisor"), irrevocably appoints the officers of the States designated below and their successors in
those offices, its attomey in those States for service of notice, process or pleading in an action or
proceeding against il arising out of or in connection with the sale of franchises, or a violation of the
franchise laws of that State, and consents that an action or proceeding against it may be commenced in a
court of competent jurisdiction and proper venue within that State by service of process upon this officer
with the same effect as if the undersigned was organized or created under the laws of that State and had
lawfully been served with process in that State. We have checked below each stale in which this
application is or will be shortly on file, and provided a duphcate original bearing an original signature to
each state.
Califomia: Commissioner of
Corporations
Rhode Island: Director, Department of
Business Regulation
Hawaii: Commissioner of Securities
Soulh Dakota: Director ofthe Division
of Securities
Illinois: Attomey General
Virginia: Clerk, Virginia State
Corporation Commission
Indiana: Secretary of Slate
Maryland: Securities Commissioner
X
Washington: Director of Financial
Institutions
Minnesota: Commissioner of
Commerce
Wisconsin: Administrator, Division of
Securities, Department of Financial
Institution
New York: Secretary of State
North Dakota: Securities Commissioner
Please mail or send a copy of any notice, process or pleading served imder this consent to:
N M T C , Inc. d^/a Mateo Tools
4403 Allen Road
Stow, Ohio 44224
Dated: March
/t> , 2010.
By:
Print Name and Title:
PK 23142.1 - NMTC, IDC. d/b/a .Mateo Tools / .MN
^tt/lS^ A , Mfo. . "ÂSt^/fe^
CORPORATE ACKNOWLEDGMENT
STATE OF OHIO
COUNTY OF SUMMIT
)
)
)
Personally appeared before me this //)
day of March 2010, the above-named corporalion, lo me
known to be the person who execuied the foregoing application (as ^ ^ f A'^fjrpy*
of the
above-named applicant) and, being first duly swom, state upon oath lhat said application, and all exhibits
submitted herewith, are true and correct.
Notary PubHc:
(NOTARIAL SEAL)
My
Commission
iviy vômmission
Expires:
~f
J
i
MO/i)
>t.DORAh J GGLL Notary Public
STATE OF OHIO
My Commission Expires J'J!V
PK 23142.1 - NMTC. Inc. dli-'a Mateo Toob / MN
'^^.^D/£>
NMTC, INC. d/b/a MATCO TOOLS
FRANCHISOR'S COSTS AND SOURCE OF FUNDS
1.
Disclose franchisor's total costs for performing its pre-opening obligations to provide
goods or services in connection with establishing each franchise, including real estate,
improvements, equipment, inventory, training and other items stated In the offering.
Category
Costs
Real Estate
Improvements
Equipment
Inventory
Training
Other (describe)
None
None
None
None
$6,926
None
Totals
$6,926
2.
State separately the sources of all required funds: General fund allocated to training
budget.
PK 14096.1/Matco Tools/Franchisor's Costs and Source of Funds form
Acknowledgement of Independent Auditors
We agree to the inclusion in the Franchise Disclosure Document issued by NMTC, Inc.
("Franchisor") of our report, dated March 9, 2010, with respect to the financial statements of
Franchisor as of December 31, 2009 and 2008 and for the three years in the period ended
December 31, 2009.
Baltimore, Maryland
March 24, 2010
FRANCfflSE DISCLOSURE DOCUMENT
4403 Allen Road
Stow, OH 44224
(330) 929-4949
ddevelop@-matco_toois.com (email inquiries)
w^v w. m atco too 1 s. com
This Disclosure Document provides information regarding the operation of a Mateo distributorship.
Mateo is a manufacturer and distributor of professional qualit\' mechanics' tools and ser\'ice equipment
(the "Products'"). If you enter into a Distributorship Agreement with Mateo, you will purchase, resell,
and ser\'ice the Products, which currently consist of more than 15.000 items, as a mobile distributor under
the Mateo System.
The total investment necessar>^ to begin operation of a Mateo Distributorship ranges from $79,926 to
$4X718.8,556. This includes the following payments to Mateo: approximately $50,000 to $60,000 for the
minimal inventorv'; $18,000 for the Time Payment Rcser\'e Account; $799 for the initial software license
fee: SM9400 for the software support and maintenance fee: and $195 for the webpage set—up fee; but
there is no initial franchise fee that must be paid lo Mateo or an affiliate.
This disclosure document summarizes certain provisions of your distributorship agreement and other
information in plain English. Read this disclosure document and all accompanying agreemenis carefully.
You must receive this disclosure document at least 14 calendar-days before you sign a binding agreemeni
with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale
or grant. Note, however, that no governmental agency has verified the information contained in this
document.
You may wish to receive your Disclosure Document in another format lhat is more convenient for you.
To discuss the availability of disclosures in different formats, contact Mateo's National Franchise Sales
Department at 4403 Allen Road, Stow, OH 44224; phone: 330-929-4949.
The terms of your contract will govem your franchise relationship. Don't rely on the Disclosure
Document alone to understand your contract. Read all of your contract carefully. Show your contract
and this Disclosure Document to an advisor, like a lawyer or an accountant.
Buying a franchise is a complex inveslment. The information in this Disclosure Documeni can help you
make up your mmd. More informaiion on franchising, such as ''A Consumer's Guide to Buying a
Franchise," which can help you understand how to use this Disclosure Document, is available from the
Federal Trade Commission. You can contact the FTC al l-877-FTCHELP or by writing lo the FTC at
600 Pennsylvania Avenue, NW., Washington, D C. 20580. You can also visit the FTC's home page at
www.ftc.gov for additional information. Call your state agency or visit your public librar\' for other
sources of informaiion on franchising.
There may also be laws on franchising in your state. Ask your stale agencies about them
ISSUANCE DATE: March 30^009
29. 2010
I © Copyright 3^-HW20J^, NMTC, Inc. d/b/a Mateo Tools
I
Maico F D D ' P K - S l - ^ ^
———
—
i:^-^-f?»23766.6„„.
,
„^2t?ilO
STATE COVER PAGE
Your state may have a franchise law that requires a franchisor lo register or file with a state franchise
administrator before offering or selling in your state. REGISTR.AT10N OF A FRANCHISE BY A
STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS
VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT
Call the state franchise administrator listed in Appendix F for infomiation about the franchisor, about
other franchisors, or aboutfranchisingin your state.
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY
AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH
DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR
BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR
FRANCHISE. IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO
RENEW
Please consider the following RISK FACTORS before you buy this franchise:
* 1.
THE DISTRIBUTORSHIP AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH
US BY ARBITRATION ONLY IN THE STATE OF OHIO. OUT OF STATE LITIGATION
OR ARBITRATION M A Y FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT
FOR DISPUTES. IT M A Y ALSO COST Y O U MORE TO SUE OR ARBITRATE WITH
MATCO IN OHIO THAN IN YOUR HOME STATE.
*2.
THE DISTRIBUTORSHIP AGREEMENT ST.ATES THAT OHIO LAW GOVERNS THE
AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND
BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
3.
THERE M A Y BE OTHER RISKS CONCERNING THIS FRANCHISE.
*State laws may supersede these distributorship agreement provisions. Certain states require the
superseding provisions to appear in an addendum to this disclosure document (See Appendix H).
We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our
franchises. A franchise broker or referral source represents us, not you. We pay this person a fee for
selling our franchise or referring you to us. You should be sure to do your own investigation of the
franchise.
Effective Dale: See next page for stale effective dates.
© Copyright l^.mO}n, NMTC, Inc. d/b/a Mateo Tools
I Malco FDD'PK
ti:i^';a^'2."i.76(>.6
3<2iVll)
STATE EFFECTIVE DATES
The effective dates of this Franchise Disclosure Document in the states listed below arc:
STATE
EFFECTIVE DATE
CALIFORNIA
November 24, 2009
FLORIDA
Febmar>'3, 2010
HAWAII
ILLINOIS
March -3a-.-20(i929. 2010
INDIANA
March 307-2(M)925..2010
MARYLAND
Apff4-27-2009
MICHIGAN
Maroh-30r-2(M)9
MINNESOTA
NEW YORK
March rH)-3(40922. J M O
NORTH DAKOTA
RHODE ISLAND
.May-4-,-3(H)9
SOUTH DAKOTA
UTAH
VIRGINIA
I .\1aiL0 FDD'PK 5 ! Sy.i;-
Januar>-20,20I0
ApriiAYyjîm
WASHINGTON
Apfii 1(^2(409
WISCONSIN
MTtfeh-3%^)09
Mateo® Tools
FRANCHISE DISCLOSURE DOCUMENT
INDEX
ITEM
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
39
(20)
(21)
(22)
(23)
DESCRIPTION
PAGE
THE FRANCHISOR A N D A N Y PARENTS, PREDECESSORS, A N D
AFFILIATES
BUSINESS EXPERIENCE
LITIGATION
BANKRUPTCY
INITIALFEES
OTHERFEES
ESTIMATED INITIAL INVESTMENT
RESTRICTIONS ON SOURCES OF PRODUCTS A N D SERVICES
FRANCHISEE'S OBLIGATIONS
FINANCING
FRANCHISOR'S ASSISTANCE. ADVERTISING. COMPUTER SYSTEMS.
A N D TRAINING
TERRITORY
TRADEMARKS
PATENTS. COPYRIGHTS AND PROPRIETARY INFORMATION
OBLIGATION TO PARTICIPATE IN THE A C T U A L OPERATION OF THE
FRANCHISE BUSINESS
RESTRICTIONS ON WHAT THE FR.\NCHISEE M A Y SELL
RENEWAL, TERMINATION. TRANSFER A N D DISPUTE RESOLUTION
PUBLIC FIGURES
FINANCIAL PERFORMANCES REPRESENTATIONS
34
35
35
39
40
OUTLETS AND FRANCHISEE INFORMATION
FINANCIAL STATEMENTS
CONTRACTS
RECEIPTS
41
55
55
55
I
3
5
9
9
13
15
18
20
22
25
31
33
34
APPENDICES
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
I Mateo FDD'PK
A:
B:
C:
D:
E:
F:
G:
H:
1:
Financial Statements
Active Distributors
Tenninated Distributors
Distributorship Agreement
Distributor Disclosure Questionnaire
State Agency Exhibil
Agents for Scr\ ice of Process
State-specific Disclosures and Stale .Agreement .Amendmenls
Mateo Distributor Consent to Alcohol and Drug Testing Fomi
—
——
~
—-—ra-4UWiP237C6.6
2129l\Q
(1) THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND ANÂFFILIATES
Mateo and Its Predecessors
NMTC, Inc. d/b/a Mateo Tools ("Mateo") is a Delaware corporation, incorporated on January 12, 1993, with
its principal office at 4403 Allen Road, Stow, Ohio 44224, telephone number (330) 929^949. References to
"you" in ihis Disclosure Document mean the person(s), corporation, partnership or other entity purchasing a
Mateo Tools Distributorship. Mateo is a wholly-owned subsidiar\^ of Mateo Tools Corporation ("'MTC"), and
operates as an indirect wholly-owned subsidiary^ of Danaher Corporation ("Danahcr"). M T C is Mateo's
parent company. MTC is a New Jersey corporation with its principal office al 4403 Allen Road, Stow, Ohio
44224. Danaher is a Delaware corporation, with its principal place of business at 1250 2 lLli SticcL >>-W.2U99
Pcnnsvlyania Avenue, NW._Suitc 1200, Washington, D.C. 3^)0^20006. Mateo does business under the name
'"NMTC, Inc. d/b/a Mateo Tools," ''Mateo Tools," and "Mateo," and under no other names. Mateo's agent for
serv'ice of process in this state is disclosed on Appendix H and/or on the acknowledgement of receipt pages
which are the last pages in this Unifomi Franchise Disclosure Document.
Mateo is a manufacturer and distributor of professional quality tools, tool boxes, and ser\'iee equipment.
Mateo has developed a distinctive business system (the '"System") relating to the establishment and operation
of Mateo mobile distributorships which sell tools, tool boxes, service equipment, and olher goods and ser\ ices,
including, for example, apparel, model cars and other collectible items, and consumables (such as mechanic's
hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products").
Mateo mobile distributors offer and sell Products to professional mechanics and other businesses which
operate from a single location and purchase tools for their own use. The Products currently consist of more
than 15,000 items, many of which are manufactured by or for Mateo, and are distributed by .Mateo and sold to
our distributor network. The System is identified by means of certain trade names, service marks, trademarks,
logos and emblems, including the marks "MATCO®" and "MATCO® TOOLS" (the "Marks'^).
MTC began offering distributorships in 1979, and since then MTC and Mateo (beginning in 1993) have sold
the majorit)' of the Products ihrough independent distributors throughout the United States. As of
December 31: ^00X2002, there were 1,443462 independent distributors selling MATCO® Products in the
United States. The distributorship agreement offered and described in this Disclosure Document differs from
agreements Mateo entered into with its distributors before 1993, in that the current distributorship agreement
provides for additional duties and obligations for both parties.
Mateo also sells the Products through conmiercial sales representatives to businesses and„cducational
institutions including_studcnts_wilh central purchasing operations, multiple locations, stale,Jo_cal_and_federaI
agcncie$_and/or to other commercial account customers who generally purchase tools for their own use. In
2OOH2009, these sales accounted for approximately 6^.3% of Mateo's revenues. Mateo-iâs-in-the-past
opefate<tH?ti^-3s-ol-Prioj_to_Dcceniber 31, 2005-does,jVlatco_Qperated_disJributoi^Mps,_but Matco_di.d not
opcrate;ânv_djstri.butojshins_iii_2i)0fLthr^^^
operates six distributorships. Mateo may also employ persons or utilize independent manufaemrers'
representatives and__speciali/ed_resellcrs_to make sales calls and to support cusiomers in specific af<^market
segments. Mateo also uses export distributors and agents to promote its products in locations outside of the
United StateSMalco has ofTered franchised distributorships since 1993. Other than as indicated in this Disclosure
Document, Mateo (or prior to Februarys 1993, its predecessor MTC) has not offered distributorship agreements,
franchises, or business opportunities in any other line of business. Mateo is not engaged in any business olher
than tlie manufacmre, distribution, sale and sen icing of tools and equipment as described in this Disclosure
Document. Mateo's affiliates have not offered franchises similar to the distributorship described in this
Disclosure Docunient or in anv other lines of business.
Malco FDD'PK ^44^23_7:66.6
MTC is a predecessor of Malco. MTC was formerly known as Mae Allied Tools Corporation ("Mac Allied"),
an Ohio corporation, incorporated in September 1946. Mac Allied changed its name to Malco Tools
Corporation in August 1978, and in April 1981, Mateo Tools Corporation was acquired by and became a
wholly-owned subsidiar\' of Chicago Pneumatic Tool Company ("CP"), a New Jersey Corporation. Mateo
Tools Corporation was merged in July 1984 into a sister company of CP, The Jacobs Manufacturing Company
("Jacobs"), a New Jerse>' corporation, incorporated in July 1953, and became known as "Malco Tools, a
Division of The Jacobs Manufaemring Company." In June 1986, Danaher purchased CP and later sold it in
June 1987, retaining Jacobs, including its Mateo Tools Division. Jacobs' name was changed to Malco Tools
Corporation in November 1991, and the other divisions within Jacobs were established as separate operating
companies. In January 1993, Danaher formed NMTC, inc., which acquired a substantial portion of the assets
of MTC, including the existing distributorship agreements of MTC.
Danaher is involved in various businesses, including the tool, automotive and environmental process control
markets, as well as medical, water treatoient test and fuel dispensing equipment. Through various subsidiar>'
companies, Danaher manufactures and sells such major brand names as Allen® \wenches and tools, Jacobs®
Chucks, Ammeo® brake lathes. Coats® tire changers and equipment. Fluke® multimeters, Bada® wheel
weights. Radiometer® and Gendex® medical diagnostics, Hach® and Lange® water test and measurement
equipment, Gilbarco®A'eeder Root® fuel dispensing and test and measurement equipment, KAVO® and
Pelton & Crane® dental technologies, Leica Microsystems® medical technologies, Sybron® dental
consumables, and Teehtronix® test and measurement technologies.
Ln_2M5,JSjalc_o_Jool_sJânadaj"MatcodC
Province_of.„Ontario, Caiiada,_bA
ps_in_Canada._MatcoCanada,dQes_not_operate_MalcQ_distributorships,_andJiasjiQt_offeredJVaiic^^^
The_generaLp-artneLof MatcojLCanada,_NMTC-PiytnersJnc.._is,a wholly-owned subsidiaty oL^lalCjD. MatcQz
Canadals_princ_ipal_bus_iness address iS-J_j-obert Speck^Parkway, Suite_l6()p^lissis5auga,.Xjn
L4Z I S l .
The Distributorship Rights Offered
Malco offers you the right to enter into a distributorship agreement (the "Distributorship Agreement'")^
whieh grants you the right to purchase, resell, and ser\'ice the Products as a mobile distributor under the
System (the "Distributorship"). A Distributorship is a business which operates principally from a vehicle,
purchases the Products from Mateo, and sells the Products to retail customers. These retail customers are
t>'pically individual mechanics, or businesses that operate from a single location, and who generally purchase
the Products for their own use. You must operate the Distributorship only at the localions ideniified as
potential stops along your proposed route (the "List of Calls") and identified in the list of potential customers
(the "Potential Customer List"). The List of Calls and Potential Customer List will be attached to the
Distributorship Agreement.
In addition lo the Distributorships, Mateo also sells the Products through its Commercial Sales Department.
The Commercial Sales Department generally sells tools to companies, insurance replacement companies,
govemment agencies, or other entities or businesses that purchase tools for their intemal use. Tlie tools are not
generally the personal propert>' of the mechantes employed by sueh companies. Generally, the prospective
purchasers from the Commercial Sales Department are companies, insurance replacement companies,
govemment agencies, and similar entities that may purchase tools from other national tool companies, or
factor>^ and warehouse distributors, but not from individual distributors. Mateo also ser\'es the vocational
school marketplace through a direct sales program. Products are sold to technical schools or training facilities,
and/or directly to the individuals attending such schools or facilities. Products sold to full-time students and
schools may be discounted in order to remain competitive. ConimcrciaL$ales_custoincrs_alsojua>:Linclude_auto
gndjnick^dealc_rslvips_that_participatcjii_deal_e^
_with_onginal_equip_mentjiianufaeturer^(oLj^
OEM progranis ma>Mncludc tool storage.
shop_equipmcnl_andj3ther^productsjionnallv_purchascd_b>Lihc,bLi5inessjLnaiionai_accotint_discounts._M^^
Maico F D D ' P K ^1*^2,1766.6
2
ij:^îf?.0'Ji-'29.']0
m^^ from time to time develop coupon or incentive programs with various national accounts or manufacturers.
Several other tool suppliers may compete for these accounts, and pricing is very competitive and significantly
below list price. This generally prevents a single distributor from being competitive in such markets. Mateo
presently has a distributor commission program which pennits its distributors to join forces with Malco to
assist in closing sales to accounts where a single distributor working alone would be unable to do so. This
program provides an opportunity for you to receive a commission on industrial accoimt sales and/or vocational
school sales closed by Mateo, with your assistance, with a business identified on your List of Calls.
Commissions will consist of a credil posted to the Distributor's Open Purchase Account on products or
ser\'ices delivered to a location on the List of Calls. Commissions are not based on the Billing or
Administrative Office address ofthe industrial account purchaser. The Distributor niay^ be required to provide
ser\Mce to the location in order to receive commissions. The actual ser\ice schedule will be determined by the
business during the sales process. Ser\'ice requirements may include unpacking and set-up ofthe initial and/or
on-going orders. warranl\^ ser\'iee, and/or participation in tool shows or seminars. The Commercial Sales
Commission Program (which may include vocational sales) ma>' change during the term of your
Distributorship. The Distributor must be registered in the system as tlie "servîcing distributor," and actively
promote the sales, in order to receive commissions on any commercial or vocational sales.
A Distributorship generally competes with mobile tool vendors who sell to professional mechanics and are
associated with national tool companies other than Mateo. Other sources of competition include independent
mobile tool vendors who are not associated with a national tool company, local automotive tool and equipment
warehouses, local automotive parts stores, local department and hardware store chains and mail order catalogs.
Your List of Calls and Potential Customer List may already be servêd by competitive tool vendors.
To operate the Distributorship, you will have to comply with various stale and local laws such as those relating
to driver's licensing, vehicle I icons ing.^vcnd.QiLjiccnsin g^ and automobile insurance requirements. In some
states, a physical examination may be required to obiain a license to drive a commercial vehicle. Most states
require liabilit> insurance coverage for both the driver and vehicle. Insurability and insurance rates will
generally be dependent upon your past driving record.
The information in this Disclosure Document is current as ofthe date indicated as the Issuance Date on the
cover of this Disclosure Docunient.
(2) BUSINESS EXPERIENCE
Mr. Comics has-been a-Diixjcter of MTHCO and- Chief Financial Officer of DanaiiGr-smce April 20i>-5^—Ho has
A^Hl-^-U05-midA^4ee-President~Cî^>GKat&Dev€4opH}enFoi'43aiiahei-froHi^
jarties H Dilkoff. Oirecter
oK>anaher-sittee-Septen»bei~l-9.SJ4r
Robert S- Lutz. V\ce President and.Director
Since July 2004, Mr. Lutz has been a_Vice ..President_and_Dircctor of Mateo. Mr. Lutz joined Danalier
Corporation in July 2002 in the position of Vice President-Audit and Reporting and was appointed Vice
President-Chief AccounfAccounting Officer in March 2003. Hcjyas,appoinlcd_Senior3!ice__Presideni-Chicf
.Acco.unJingj3fficerjjuMarch_2jllO.
Thomas N. Willis. President
Mr. Willis has been the President of Mateo since May 1996. Mr. Willis was General Manager of GE-Jiabao
Lighting Co., Ltd. in Shanghai, China from October 1995 imtil May 1996, and he was General Manager, GE
Automotive Lighting for GE Co. in Cleveland, OhiofromOctober 1988 through October 1995.
Frank T,_McFaden, Vice President. Assistant Treasurerând^Digector
Mr., McFadcn_h as_b_cen_ a „Vi ce.Prcsiden t, Â ssis tan t Jfrcas u rer_and_ Directorof Mate o„sincc,M a>;„200_5_,_He,.h as
al_SQ-been,aîce.Presi_dcnt_aii_djrre
since March,2il03.
j§n^s^f j^^g'lly? y^gg-£cesideiit.aud^Sec_r^
Mr.-QlRj;;illvJias_bceiuhcJ/liccJêsid£nt.and3ccreiar^
and^_ssQci atsLGeneraLCQun.sel-Qr DanabcrXorpora limun JfeisMnfttQn^C.-sin£c_ J an uaoL2004.
Laurence.S^Smith. \L'ce_President
Mr. SmitlLhas been a Vice_President_Qf MatccLSincc June 2008. He ioined Danaher Corporation in Mary 2007
Lnjhe^position of Director,J^4&A Tax and was apRointed Viceêsldgnt^ Ta\;_iii_Margh 2jM0. MCyîithjygg.
an_aUmie>.:-wiih_Mcrck.&Xajn AVash^
ay_2O0_Z
Char)es..ASchwertiicrÂssistant Secret
Mr,^cjiwertnerjias beeii_the Assistaiit Secretaty and_As$jstantjrrcasurcr of Matc.Q_sinceJ3.ecem_ber2003 and
has beenjiie Tax Dij_gcto^r of Danaher Cgiôp^^^
Thomas M. Hill. Vice President. Finance, and Treasurer
Mr. Hiil has been the Vice President, Finance, and Treasurer of Mateo since Jaimary 2007. Mr. Hill was
Director of Finance - Danaher Corporate Audit in Washington, D.C. from October 2005 to January 2007, the
VP of Finance and Administration for Oldcastle Retail, Ine. in Charlotte, NC from October 2003 to October
2005; a Director of Finance from October 2002 to October 2003 and Director of Financial Reporting from
September 1999 to October 2002 for Acleraa Corporation in Research Triangle Park, NC.
T-imoihv J-GilmoFe;Eniest_C_Lauber. Senior Vice President. Sales
Mr. G^tmovoLaubcr has been thgthc^Senior Vice President, Sales of Mateo since .htl\^^^:K)-3March_2U,Ul, and
was the Directot^t^Gtistouêiêf^4ee-ai^d--D&S-ol-Malce-t'ffim-SepleaibeM-^^^
November—1-999. - Miv
Gtln>OFe--was--alsG-lhe-Cjetêi•aI44anageI^fîle-ÂDA-Divi5i<)t^-o^-He^lH^
Eniesi C. L mi ber. Vice President, Marketing and eConimerce
Mr—Laubet-has-têen the Vioe^-Presttleni:- Mafkefifig-and-eComffleiee-ef_vvith Malco smeefrom September 2005
to„iVI:êh-2_(U.Q, and was-a Hardline Product Vlanager wkh Mateo from 1997 to Januarys 2002. Mr. Lauber was
also Team Leader with the Danaher Tool Group in Gastonia, North CarolinafromJanuan.' 2002 to July 2003,
and Vice President, Marketing at Delta Consolidated Industries in Hunt Valley, Mary landfromJuly 2003 until
September 2005.
Anthonv D. Stohlmever. Vice PresidenL Human Resources
Maico FDD'PK ^W^2.1766.6
4
C^Ûi^3/2!i'.l_0
Mr. Stohlmever has been the Vice President, Human Resources of Mateo since Februarv^ 2006. Prior to
joining Malco, Mr. Stohlmever was the Director of Human Resources for Danaher's Sensors and Controls
Group from March 2004 until February 2006. Prior to joining Danaher, Mr. Stohlmeyer was the Director of
Human Resources for Slater Steel in Fort Wayne, Indiana, with responsibilit\' for U.S. and Canadian
operations from June 1999 until March 2004.
Michael K. Smith. Sr.. Vice President. Materials and Engineering
Mr. Smith has been the Vice President, Materials and Engineering since January 2003 and was the Director of
Materials and Engineering from November 1998 until December 2002. He held the position of Director of
Materials with MTC from November 1997 to November 1998.
Richard M. Smearcheck. Director. Financial Ser\'ices
Mr. Smearcheck has been the Director, Financial Ser\'ices of Mateo since March 2008 and was the Manager,
Open Purchase Accounts of Mateo from March 1987 until March 2008.
MichaeLS.,SwansQti,,Nalional_DjstributorJ3ev-elopment_Manager
Mr. Swanson has been,the National DistributOL.DeveIopment Manager of Mateo si_nce_Juiy 2007. He was_a
M atcQ_Reft iimaLM ari_a.t;er_CrQm_ JanuaniZOOrLiin ti Liu I V-2M7_and-tlieâti on al^raneli i s ^ a l csJVlan aseiiftam
Ju ne_2002_un ti L Jan_uar\L2iHH^Pri or_to_ J une^2002,iy4r ..Swan sonJi eid.positio ii sjaLNati on aj_Sal csjDc ye 1 opmcn t
M ail ager ,_M anagc_r_of_[) i stribu lOjMC.onimunication s,_Di strict_Bi.j si ncss_Ma n ageând _slartcd_hi s„ea reer__>vi th
M atCD_in^l 988_a s_a_Mob i leJIoo LDistribu tor.
In addition, Mateo currently has a policy under which it will give one or more Mateo tool boxes free to an
existing distributor or a Danaher employee for referring a prospect who becomes a Mateo distributor
(3) LITIGATION
PENDING ACTIONS
A.
As of December 31, 2 ^ 2 0 0 9 . and from Januarv I, $00^2010 through Febmarv- 15,
2()()y2^1j), except as otherwise noted, the following eases have been filed against (or involved cases with
counterclaims alleged against) Mateo and/or its current or previous affiliated companies by current or previous
Mateo distributors and/or district managers, and, in some cases, by distributors jointly with their spouses. The
infonnation below also includes any individuals who are current Mateo officers, directors, or employees and
named as additional defendants. Except as otherwise indicated below: (I) relief sought is in an undisclosed
amount: (2) Mateo and any other listed defendants deny the allegations; (3) the complaints allege
nondisclosure, omission and/or misrepresentations regarding: eamings potential, personal and business
expenses required, capital required, financial risk, exclusive namre of territory, sufiiciency of territory' and
customer base, training and assistance, warranty and tool retum policies, and failure rates; and (4) each case is
in the pretrial stage.
None.
B.
Mateo Collection Aciions. During the fiscal year ended December 31,500^*2(109, Mateo filed
claims against distributors for monies owed to Mateo for goods sold and delivered to the distributor. The
following is the one matter that was pending as ofthe end ofthe fiscal year.
Malco FD1>/PK 44^^2,17i66.('>
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NMTC, Inc. d%.h Malco Tools, a Delaware Corporalion v. Billy C. Downey -^—Mary -Ktfv
l)owncyPierre_&_Mq,^riela Se_gers: Ohio, American .Arbitration Association, Atlanta, Georgia office.
Case No. 53 155 aO646-O»E_a0533 09 (filed Doccniber, 2n08Septemher,_2Q02). Claims: Mateo filed a
claim against Respondent for monies due and owing from goods sold and delivered to Respondent
under several agreements including but not limited to a Distributorship Agreenient. Damages Sought:
$44T464.16'I9.846.20. The matter is pending.
CONCLUDED ACTIONS
During the 10-year period immediately preceding December 31, 2OOK2009, and from Januar\" 1, 2<4092Q l ^
through Febmarv^ 15, 20^2jll_Q, except as oiherwise noted, Malco and/or its current or previous affiliated
companies, and/or one or more of its current employees, have been the subject of the following legal
proceedings (or were the subject of counterclaims in the following legal proceedings), which have since been
concluded. These cases were initiated by current or previous Mateo distributors, and, in some eases, by
distributors jointly with their spouses. Unless otherwise indicated: the plaintiffs alleged some or all of the
following: (i) fraud, (ii) misrepresentation, (iii) violation of a franchise law, business opportunity law, or seller
assisted marketing plan law, (iv) unfair or deceptive practices (including states' "Little FTC Acts" and
interference (with business advantage, with contract, or otherwise), and (v) breach of contract (including
breach ofthe implied covenants of good faith and fair dealing).
A.
The following cases were resolved, at least in part, in favor ofthe plaintiff:
FHlkli=-Vr-NA'lI4^/ner-d^/ef-^4oh^^^bf^
jêekdftle County:—No^—CV 2(i69j—(filing August 1. 2i)i)5). Gkw+H^^^—fraud,—neÛgeftt
«iisrepresentation;-tortious-iniQrferencQ with a busmass rglationsiiip, sevoFe-emotional distress-and
mental angiush: ReHof—a»id.-or Damages Sought-—compensatoiy -damages, puniiive-damages;
!esti{uHmh-ins«r^Hee~tJiat-efedit--repoi1^^-w ill-re (1eet--HO--(lerogaw
fflid-a-trial bvîiHV:—Plainiiff-filed-a-Nolieo of Voluntary-- Di.smis-sal of Complaiti(—fef-Damages
v{>luntariiy-<hs}»iissing-ihe-GoHiplaiHi -wiitroirtt piejitdieer --M
Maico Tools filed a demand for .Arbitfatiou (filed November -1, 20(tjM-submitted to the .Americtm
Arbitniiion .\ssocialion, Clovoland, Ohio offico, Case No. 53 181 E 00S16 05. Claims: Breach of
Disiftbuloiship .Agreementr—Rolief-and Damages Soueht^—e-ellecfion-of the S2K,53? owed bv -MFT
Fuller-:—The-matier was ai'bitialod on Maroh 8, 2006.—On-March-16. 2006 Maleo-rceeived-lhe
•A^biUation Award-and Plainllff"Was4equifed"io--pay-Mate(>--!v2
^tJ5—P-laiittiftâs-Tiks-feqtHredêHêin!buiê--lvlaieo-for—$-1^^
ef-Pla i Hi4fl-s-eou «teFelai4ti s-wete-deiviedT
NMTC. Inc. d'b/a Malco Tools, a Delaware Corporation v. Marlowe-. Ohio, American Arbitration
Association, Cleveland, Ohio office. Case No. 53 180 E 00474 06 (filed July 17, 2006). Claims:
Mateo filed a claim against Respondent for monies due and owing from goods sold and delivered to
Respondent under several agreements including but noi limited to a Distributorship Agreement and
Proniisson' Note. Damages Sought: $21,265.85 plus attorney"s fees, interest and arbitration costs. On
October 20, 2006 Respondent filed a counterclaim against Mateo. Claims: Breach of Distributor
Agreemeni and Incentive Agreenient and fraudulent inducement to enter into Distributor Agreenient.
Damages Sought: 5124,500.00 plus attomey"s fees, interest and arbitration costs. On Januar\^ 31,
2007, Marlowe agreed to dismiss with prejudice all counterclaims asserted against Malco and pav
Mateo the sum of $16,992.00 bv or before March 2. 2007.
Mateo FDD'PK ^44^2.1766.6
6
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NMTC. Inc. d/b/a Mateo Tools v. David G. Mast; Tennessee, In The Chanceiy^ Court Of Sullivan
Count\s Civil Action No. K0032162 (filed August 21, 2002). Mateo filed a Complaint for a
temporarv' restraining order to enforce a non-compete agreement against Defendant, a terminated
distributor. Defendant filed a motion to dismiss and the following counterclaims: breach of contract,
tortuous interference with contract and economic relations, fraud, unfair competition, imfair trade
practices, wrongful termination and unjust enrichment. Relief and/or Damages Sought; Acmal
damages upon each of the listed counts in an amount not less than $75,000 for each coimt, punitive
damages in the amount of 5500,000 and judgement for costs of litigation including reasonable
attomey fees and expenses. On March 26. 2003, Mateo agreed to dismiss with prejudice its Claims
againsi Defendant in exchange for Defendant dismissing with prejudice its counterclaims against
Mateo. No other consideration was exchanged.
NMTC. Inc. d^b/a Malco Tools v. Duane L. Ward: Tennessee, In The Chaneer\^ Court Of Sullivan
County, Civil Action No. C0016390 (filed August 21, 2002). Mateo filed'a Complaint for a
temporar>' restraining order to enforce a non-compete agreement against Defendant, a temiinated
distributor. Defendant filed a motion to dismiss and the following Counterclaims: breach of contract,
tortuous interference with contract and economic relations, fraud, unfair competition, unfair trade
practices, wrongful termination and unjust enrichment. Relief and/or Damages Sought: Acmal
damages upon each of the listed counts in an amount not less than 575,000 for each count, punitive
damages in the amount of $500,000 and judgement for costs of litigation including reasonable
attorney fees and expenses. On December 16, 2002, Mateo agreed to dismiss with prejudice ils
Claims against Defendant in exchange for Defendant dismissing with prejudice its counterclaims
against Mateo. No other consideration was exchanged.
B.
The following eases resulted in confidential settlement agreements (unless otherwise
indicated below) entered into after April 25, 1993 between the parties on the dates so indicated whereby Mateo
agreed to pay a sum of nione>' to the plaintiffs and/or forgive debt as set forth below:
CoUins V. Mateo Tools Corporation, A Division of Danaher Corporation & Mike Ramey: Alabama, In
the Circuit Court For Jefferson Count\; Civil Action No. CV02-6642 (filed November I, 2002).
Claims: Deceit, legal fraud, misrepresentation, suppression and breach of contract/estoppel. Relief
and/or Damages Sought: Damages in an amount which will adequately compensate for injuries and
damages sustained plus post judgment interest and court costs. The case was removed to The United
States District Court For the Northern District of Alabama, Southem Division: Civil Action No. C V 02-N-2943-S (December 3, 2002). Mateo and the plaintiff participated in mediation before a trial, and
agreed lo settle this matter. Mateo paid the plaintiff $45,000. Both parties signed a settlement
agreement and release. The case was dismissed on December 3, 2003.
LaRussa v. NMTC. Inc. d/b/a Mateo Tools, a Delaware Corporation.. Arizona, In The Superior Court
Of The Slate Of Arizona In And For Tlie County Of Pima; No. C20056258 (filed November 9, 2005).
Claims: breach of contract, tormous interference with business expectancy, intentional iiilerference
with contractual relations, tortuous bad faith and negligence. Relief and./or Damages Souglit: relief in
such a sum of money as to adequately compensate Plaintiff for damages to be proved at trial,
stamtorily authorized attomey fees and costs, punitive damages and further relief as the Court and
Jur\' deem appropriate and just. On October 30, 2006, plaintiff put forth a settlement demand of
$122,473. On April 25, 2006 Mateo successfully removed the ease from the above State Court to The
United States District Court for the District of Arizona, Tucson Division; No. CV-05-751-TUC-FRZ
(filed April 25, 2006). On June 19, 2007, the plaintiff agreed lo accept Mateo's offer of $43375 to
resolve the disputed issues. Settlement and release documents were signed June 29, 2007.
<'hioHi~^'r~A4t!f(¥f-Pool^h}C , a 'k 'o iykimflH.'r-4y{*rfH>r&iHjrh-aîf-fhe~^l{H:ohs •Mamtlficturin^ ConifHmy
ar-lîiNMTtyyT^
2-2—i-997-)—Qaims^—ffcene\--b>^stoppeh-aeitmMHid-eoHslrHtei4^\-e-fr-aud—iiegltgetit-iius*^^^
.\iaico FDD'PK î*W^2.1766.(>
7
!>;KiiJ4Wi_;2y.a0
breaeh--of-eentfaetT4>reaeh-ol4mplied--e©ntfaevpmHbve--tiamagesHH*P^
tortious interferetiee with an eiuployment or business oppoilunity-conversion, negtigenco. negiigont
hiring and retention—breach—of-the-eovenanl of good faith and fair dealing, deceptive-acts and
prncnccj, broach of fiduciaiy duties.—The complaint nllogcs fraud, conccalmont oiid/or omissions
fegarding-failyre-rate,-lefritory-suFvey^tsiH^s-e.^:pensesrbreakeve(F-t^
traiimig-an4-Siippoi-l7-saies-and-eafiHngs-p6tential. RoliclâHd./or Danlages-Seîght^-Judgnt8nt-agaittS^
Mateo-foK-Tie lual -tlam ages-ifl-exee5S-ol-S3 (W)::()()*:Vi reble-aml-pum tive-dam ages-m-4lte-atnomH-olâlr4eas t
$lO,<H)(),n(jii. oosts -aiid attorneys--fees, imposition of-a cett&tructive trust, jury—trial—debtor-s
propriotarv' businosG records in Mateo's possession and a doolarulion that Mateo occupied a fiduciaiy
role and had fiduciaiy duties to its dealers. To resolve the disputed isiiucs, on April 22, 1999, tho
parties entered-into o-Scttlgmeni and Roloase .Agreement whereby Mateo agreed -to pav-Plainliff
S7-7r50ti.(:M>r
Pcirenh-vr~NM^-<yyrIi^^^f^^^'*^4ak;f^-l^mls^R€iy leminO: am4-I)(nf-f^FrafrrG(>imee^{ii-Sîpr-Ghr4iu^
Disl. Of Litchnold (Pocket No. CV 97 00737615) (filed May 9, 1997); Pa.n-m v. hem ine. Perratr and
Maico Tools. .Aincnoan .Arbitration .\5s0ciati0n. Clovoland, Ohio (Arbitration No. 53E1 M 0081 9S)
{-referred-to aibitrator, No^'eniber 30, 1998),—Claims:—fraud; unl'air trade prnciicesj-mtentional
inlerfere*ice-wit h-eontfaeiual-f elatiof 1 s—Reliefîid/oF-Dam ages-Sottglit^Hienelai^^d aiiiages-iu-exeess
of-!U^;W0;r-pHivitjve-dafnages7-atteFneys—fees and-eostsând-reseisston-efAe-agreeitient^-Te-feselve
lhe--diSpuied-is5ues;--on--Sepiernbei-4-5r-4999---4he-pai-4ies-eH4ered--i
Agroomont, whorcby Maico agreed to pay Plaintiff $'16,118.75 nnd discharge debt of 51,800.
Whife-v-Maico Tooi^ (Yorporaiion-und V-inceni Terrociano:. Florida. Circuit-Coun-.-yth-U)dv"Gir-7T
44iljsboiough Coimty: No, 95-7821-1 (filed December L 1995).—Claims: fraud: misrepresentation:
negiigetu-iH*sfepresentatien:-bieaeh-of eeHtl•aet~"iHêiUiOHa^-iH^livîon-of-emelioHa^d
efêrida-Stamtcs 501.201. ol scqT^-^^^^rHj^-and 559.809 (see commem^T?-m-ihe-iHiFoduetoty
paragraph to ihis Item-regarding-HtttuFe of-ftUegations):—Relief-amVor-l^twwges-Seught^peeiai-aml
general-damages in an mispecified amoim4-in e.xcess of-S5<),0(K). attorneys' foes, interest, costs ;md
juiy trial. To rosolve-the-disputed issues. o»-May 7, 199X, tho parties-agreed to-enter-into a Settlement
and-Geiteral-Release-.Agreemeni wher-ebv Malco ngrocd to pa} -the pIaiiuUr $l7,397.4t»-afid-disehafge
debt-6l-$-3(^rO^T
C.
Malco Collection Actions. During the fiseal year ended December 31, 2tjO82{)09. Mateo filed
claims against distributors for monies owed to Maico for goods sold and delivered to the disUibutor. The
following -1-^2 matters were resolved by the end ofthe fiscal year.
NMTC, Inc. d/b/a Malco Tools, a Delaware Corporalion v. l'odd A'.-Jant't-HHi'ktîyîgejifyJZ.,^^^
Ohio, American Arbitration Association, Atlanta, Georgia office. Case No. 53 4-l-5-O07-6-tiH155 E
[j.0.?-l^„O.^j.Jj. (fi'ed Febmar>^24Hf^March,^2009). Claims: Mateo filed a claim against Respondent for
monies due and owing from goods sold and delivered to Respondent under several agreements
including but not limited to a Distributorship Agreement. Damages Sought: $2t,00l.9n.5^.909.3_l.
On Ju-I \ 23. 200 8Sep tem ber_ __l .5 ,___2009 this matter was concluded with Mateo being awarded
$21,004.90.
5_9,909.33,
NMTC, Inc. d/b/a Malco Tools, a Delaware Corporalion v. Tvdd Pârri:-^ -<^Diomie-l^m--isi—Qli IOT
AîKH4eaiwV[%itfattf)n-AsscK:iation:-Atlanta. Georgia olTicer-Gast
2^)0S)r-Gianns-^Mateo-fited-a-claim-againsl ResjMMident-for monies due-and owing fioin good^-sold
and delivered-to RespoiKlent-twdcr several agreements tne4udiHg but not limited to a-Distributorship
AgreemeHt—Dnmago;.; Sought: 519,149.13 On Oclobor iO. 2008 Mateo soUled ihis motteF^wtlt
Respe*K{errtsiJaymg-Sl-l70t)W:004n-casl*T
.Malco FDD'PK ^4*^23766.6
NMTC. inc. d^êt^latco Tools, a iy)elaware-Cof'pm--tiUon v. James tfe Chrtstme-I^kin^hrislopher &
Tori Teal; Ohio. American Arbitration Association, Atlanta, Georgia office. Case No. 53 155 0 0 2 ^
0^;E 00158 09 (filed Maw 2()08March, 2009). Claims: Malco filed a claim against Respondent for
monies due and owing from goods sold and delivered to Respondent under several agreements
including but not limited to a Distributorship Agreement. Damages Sought: $^>5-87jT47.71,628.22.
On Qeiftliei^4^-40O8June 30. 2009 this matter was concluded with Mateo being awarded
$?^V19 kS^Tl,62122.
Uhyo-\'Iaico-Took.-(i~l}elaw{ifv-C(>r(K>raiion v. WiUiam D. lêrry ond-Korri-l—P-crry;
ân-Afbivmt
Â^Claims:
geotls-soki-mid-îeliveFed-to-RespeHdent-iuidei-sever-al-agieenietvB-ineludittgDiStfil>mefship^^reeBiefvlT--Daniages-Sought^74r9t^T95T--Th6--ai4>itr
MateoâftHai^-8r^)0Kr
NM'TC, Inc. •d-h/a-McKco-'l^tols, a Delaware CorfHmnirm v. ScoHîessor ^Michele Re.^.sor: Qhio,
.'Vmcricnn Arbitfiition Ansociation, Atlanta, Georgia olUcc, Case No. 53 155 00210 08 (filed April,
2008->~Qa Hti s^ .M ateG-4iled--a-elaiin-agaiti sl-RespotKl ent--feF-riK)fliesKhie--a
aHd-delivered-te-Respondentr-tmîeF^ver-al-agieements inchidmg-but-*tet-limited to a Dtslributoiîlvip
A^reenêfit:—Da*nages~-Soui»htr—S9<:W>23-.9t^—The afbitfatimi-{le*riaiid-was—\vniKhawn-b\^.MateG
Other than tliese44-5^jthe_8 actionsêscribed_above, no litigation is required to be disclosed in this
Disetosure-Doeumen tlteni -
(4) B A N K R U P T C Y
No bankmptcy is required lo be disclosed in this Diselosut-e-DeeumeBtTltciii^
(5) INITIAL FEES
No Initial Fee
There is no initial franchise fee payable by you for the Distributorship.
Initial Inventor\^ Purchases
You are required lo purchase an initial inventory of Products from Malco (the ''New Distributor Starter
Inventory") before the date you begin operating your Distributorship. In some instances, >our initial
inventorv' may be acquired from a predecessor distributor. Currently, the minimum New Distributor Starter
Inventor\' is generally $54,000. However, this amount may not be unifomi for all Distributors, and nia\' range
from $50,000 to $60,000 (see Item 7). _În 2009, Mateo may--i(Kîvâse--d>e-nHmmtuH-ieeonim
DH;tf4butor—Starter Inventoiy io $59,<?00:—In—±008, the minimum New Distributor Starter Inventor*- was
generally $54,000, even though the New Distributor Starter Inventory ranged from S?520,000 to $?6^,000
(depending upon the inventon.- selected). If > ou qualify, all or a portion of the cost of the New Distributor
Starter lnventor>- may be fmanced through Mateo (see Item 10).
Ifthe Distributorship Agreement is terminated, you may retum certain Products to Malco for credil. The credit
will be applied to your account, or a refund will be given to you, in accordance with Mateo's tool retum policy
Maico FDD'PK
>.'>i,S2.1766.6
then in effect when such Products are remmed. Mateo's current tool remm policy^ provides that Mateo will
accept Products that are not used, abused, incomplete, discontinued, or special ordered items. In addition.
Products must be relumed in their original container and packaging. A l l Products that Malco accepts under the
tool remm polic>^ will be subject to a 15% restocking charge. Mateo may modify the tool return policy from
time to time. Except as specified in Mateo's tool retum polic>', the cost of the New Distributor Starter
Inventorj' is non-refundable.
Time Pavment Reserve
You must, at the time you sign the Distributorship Agreenient, deposit an amount into your "Time Payment
Reserve" account held by Mateo. The amount of the Time Payment Reser\'e account deposit may^ var\' from
Distributorship to Distributorship, but Malco requires a minimum deposit of $18,000. The purpose of the
Time Payment Reser\'e account is to provide a source of funds in addition to cash collections to assist you in
maintaining your inventor\' at adequate levels during the early developmeni of your Distributorship.
Credit sales made by you lo your customers are referred to as "Time Payment" sales. When you make a Time
Payment sale, you will extend personal credit to finance the customer's purchase of Products. You establish
the terms and conditions for Time Payment sales to your customers, such as down payment, repayment
schedule, interest charged, credit limits, and creditworthiness. However, Mateo generally recommends that
you require full payment on Time Payment sales in five to nine weeks. As you extend credit for Time
Payment sales, you bear the risk of loss due to non-payment. Time Payment sales typically comprise a
significant percentage (generally about 70%) of most distributors' sales.
Every week you will be required to send Mateo, via the MDBS Software (defined below), at our headquarters
your current Time Payment activit>'fromyour business records.
Your Time Payment Reserve account will be accessed automatically by Mateo, on your behalf each week. The
amount withdrawn from your Time Payment Reserve account will be used to pay for your Product inventorypurchases. The amount withdrawn will be detemiined by calculating the net change in your time pay-ment
balances from week to week. The net change in your time payment balances, which is expressed as the retail
cost of the Products sold, will be discounted by a factor lo determine the approximate net cost value of the
change in your time payment balances. The time payment transfer transaction will be drawn out of your Time
Paynient Reserve account and the credit will post direcUy on your weekly open purchase account statement.
Transfers from your Time Payment Reserve account to pay for Product purchases will occur during periods of
growth of your Time Pa>'nient sales balances. During periods within the first twelve months of business or
when Time Payment sales balances decrease below Mateo's required levels, you will be required lo deposit
additional funds in your Time Payment Reser\ e account. Mateo will invoice your open purchase account and
credit your Time Payment Reserve account to fund the replenishment. Mateo's current policy provides that if,
at the end of twelve months following your commencement of operations, there is any balance remaining in
the Time Payment Reserve account, and your inventorv' meets or exceeds the starter inventon- level, that
amount will be credited by Mateo al__ils_opt'on_to >our open purchase-aocounteither your__Open_Purehase
Account_or_proniissory_notc. If your inventorv- level falls below that of the starter inventorv', the Time
Payment Reserve must be used to increase your inventorv' to the level of your original starter inventor^'. Any
remaining Time Payment Reserve will be credited to your Open Purchase Account or PLQill!ssQD'_notc.
A l l Time Payment Reserve account monies on deposit vvith Mateo will eam interest al a rate of one quarter of
one percent (1/4%) over the Fannie Mae Home Loan-b: bank money market rate as reported in Barron's. At
all times the money on deposit in your Time Payment Reserv e account remains in your personal account to be
used only as described above. The deposit to the Time Paynient Reserve account is required ofall distributors,
althougli it may not be unifonn in amount.
Malco FDD-PK ^•Aîi^2:Offi.6
10
i^-î) 0^3y2^nO
Transfer's of Time Pavment Accounts Receivable
Ifyou are replacing an existing Mateo distributor who is retiring or selling a Distributorship business, you may
be offered the opportunity to purchase the preceding distributor's outstanding Time Payment accounts, if any,
from the List of Calls and Potential Customer List. Under normal circumstances, Mateo's policy is to
recommend that you purchase the Time Payment accoimts from the previous distributor in accordance vvith
current industrv' practice, which is to purchase qualified Time Payment accounts at 75% of their value. This
percentage may only be exceeded vvith Mateo's prior written approval. Mateo also normallyrecommendsthat
you settle the Time Payment accounts vvith the previous distributor only after you have had at least
thif^tvv-cntv:^fiyc_(2_5) business days to evaluate the creditworthiness of the Time Payment accounts purchased.
Upon mutual agreement of you and the previous distributor, payment is typically effected by a transfer of
funds on deposit with Mateo from your Time Payment Reserve account to the previous distributor. There may
be accounts with higher balances from the previous distributor that can be collected by you (without
purchasing the accounts). The recommended policy on these higher balance time pavment accounts allows
you to keep 15% of the weekly collections and remit the remaining 85% to the previous disttibutor via the
"Collected in behalf process in MDBS Software. This percentage may only be exceeded with Mateo's prior
vvritten approval.
Computer Software License Expenses
Mateo has developed computer software for the exclusive use of its distributors. Mateo's proprietarv'
copyrighted software system, called the Mateo Distributor Business System ("MDBS Software"), is designed
to assist you in minimizing paperwork, managing your List of Calls and route, handling inventor\\ receivables
and order processing functions, and performing other tasks relating to operating the Distributorship. To ensure
performjince and software compatibility, your MDBS computer and software is restricted to your Mateo
business related functions. For example, to protect your computer from viruses, worms and spyware of any
nature and to insure that the MDBS Software is not compromised, your MDBS computer should not be used to
browse the Internet for personal use, i l should not be used for gaming, and other third-party software should
not be loaded and executed on the computer. You must sign the Mateo Distributor Business System Software
License, Maintenance and Support Agreement (the "Software License Agreement") attached to this
Disclosure Document and pa>' Mateo the initial software license fee, vvhich is currently $799. prior to the date
you begin operating your Distributorship. Beg inning-in the-see-oiHi-<tuaT4eroj'--2009.-iheFeThere wili be a onetime charge of an additional $100 for licensing Credit Card Processing Software that interfaces with the
MDBS Software. The Software License Agreement is for an initial term of one year, with automatic renewals
for additional one year terms. Beginning with the second month ofihe Software License Agreement and each
year thereafter, you will be required to pay an annual software maintenance fee, vvhich is currently $349-400
for systems meeting Mateo's required specifications. Beginning with the second anniversary ofthe date of the
Software License Agreement, if you have a system that does not meet Mateo's required specifications,
including manufacturer, model, configuration, operating system, virus protection and non-Mateo-specified use
of third-part\- sofiware and Internet siles, the annual charge for systems maintenance and support will include,
in addition to the $34^400.fee, an aimual charge of $400 until you comply, to Mateo's satisfaction, with
Mateo's required and exact PC configuration. Computer software license expenses are non-refundable, and
arc unifonnly imposed on all distributors.
Web Paae Set-Up Fee
Mateo has established a Website for the entire system and offers you a web page (or subpage) on Mateo's
Website. You are required to sign the Mateo Tools Web Page Agreement (Exhibit Q to the Distributorship
Agreenient). Under this Agreenient, you vvill have your own subpage on Mateo's website. Also, you must pay
Mateo a one-time web page set-up fee of $195 at the execution ofthe Web Page Agreement.
Malco FDD'PK ?4i^2.U6_6.6
1 1
w;V-UMiJ3.29. I0
Incentive Programs
VetFran Program. Malco participates in the VetFran Program (Veterans Transition Franchise Initiative) that
was established by the Intemational Franchise Association in cooperation with the U.S. Department of
Veterans Affairs, the Veterans Corporation, and the U.S. Small Business Administration. Mateo will provide
to each new distributor vvho is an honorably-discharged U.S. veteran $5,000 of hand tools (valued at list price)
at no charge. Mateo will require proof of eligibilit>' from those prospective distributors vvho wish to take
advantage of the incentives offered under the VetFran Program.
Drug Testing Policv^
For Prospective Franchisees/Distributors. As of April 1, 2009, Mateo has implemented a new drug testing
policy for prospective franchisees/distributors. If you are interested in acquiring a Mateofranchise,and you
proceed successfully through the application process, before we grant a franchise to you, you must take and
pass a dmg test. The test, which is currently intended to test for alcohol and iUegal drugs, vvill be administered
by a third party testing company, and the results vvill be provided to you and to Mateo. It vvill be administered
at a facilitv' within a reasonable distance from your home, and you must take the test vviihin 5 days of our
notice to you. The current cost ofthe test, or lab fee, is less than $50 per test, and vve expect that the cost will
be $35 per applicant. Ifyou fail the test, you will not be granted afranchise,and you will not be required to
pay the fee. Ifyou pass the test, you will be granted afranchise,and the cost of the test, or lab fee, will be
charged to your "open purchase accounf' (or "OPA"), and will be repaid over time based on your collections
orrevenuesin your business. In connection with your application for the Mateo franchise, in addition to the
appUcation forms, credit check authorization, and oiher documents, you must sign a consent to the alcohol and
drug testing. A copy of our current consent form is attached to this Disclosure Document as Appendix I.
For New/Existing Franchisees/Distributors (during the term of the franchise). As noted above, as of April I,
2009, Mateo has implemented a new drug testing polic\' for prospective franchisees/distributors. In addition,
Mateo Tools has implemented a dmg testing policy for franchisees/distributors who are new to Mateo
beginning on or afler April I, 2009, or otherwise sign a Distributorship .Agreement vvith Mateo in 2009 or in
the fumre.
In addition to the drug testing for prospective franchisees/distributors, existing
franchisees/distributors must undergo periodic or random alcohol and dmg testing, at Mateo's direction. You
must sign a consent to the dmg testing that will apply during the temi of your Distributorship. The cost of ihe
test, or lab fee, will be charged lo your OPA. Also, in the event you fail a dmg or alcohol test, Mateo will have
therightto terminate your Distributorship.
Mateo FDDTK iH^2.i766.6
12
lAQ^^yi^yM)
(6) O T H E R FEES
Type of Fee*'*
Amount
Due Date
Remarks
Minimum
InventorvPurchases
Maintain an inventorv
of Products atJeasl
eauaLtQ_tlie_starter
inventor.; 80% ofthe
National Distributor
Purchase Average;_and
maintain a ratio of
uurch ase_av.c rai*e_tQ
total sales of at least
^5%^^>
Weekly
See Items 8 and 12
Computer Maintenance
and Support Charge*^*
$^49400 or $-749800
Annually
See Items 5 and 7
Additional Training Fee
(for spouse)'^*
5295
On or before training
starts
See Item 11
Web Page Maintenance
Fee'-'*
5195'^*
Annually, on the
anniversary- date of
Web Pagc Agreement
See Note 6
Insurance'^*
Varies (see Item 7)
See Note 7
See Note 7
Notes:
(I)
You arc not required to pay any monthly or periodic royalty, franchise, license, advertising or other
fee (except the annual software maintenance fee described below) during the term of tlie
Disttibutorship Agreement.
(2)
Youjiiust.purchasc.ajiiiiiiinuiii.anio^^
Mateo on_a regular basiSj.aUcast_e.quaLtathe
folknvujS-^Cj) maintain_a,niiiijmum inycnioiy; oJlEroducls_equaUQ-QILi.iLexcess_QLtheJ^Le DistnbutQr
Starter Inventoryîi) on a weekly basis,.purchase Products from Mateo in aii__amount notJess tlian
.8jl%_ofjlicJ:National_Djstributor_Purchase_A.\:cragc.l_based_Qn_>:Qû^^
vou_have_been_ope_rating_th_e_C)islributors_hip_fo^^^
aycragc:_aiid_(iii)_inaintain_a_niinimuni_of_a_55% ratio_QCa_caiculation_or_your^yearito-date_purchase
av:erage_diyided-bvLyour_v:eai'-tQrdate-Sales.a.v;erage.
Âs of December 31, 2^.K)820()9, the "TMational Distributor Purchase Average" was $2,909697. The
National Distnbutor Purchase Average is determined by dividing the total nuniber of active Mateo
distributors for any given weekly period during a calendar year into the year-lo-date total dollar
amount of qualifying Mateo Products purchased by sueh distributors during such period. The
calculation of the National Distributor Purchase Average does not include the purchases of Mateo
Products by new distributors as part of their New Distributor Starter Inventory. In addition, you must
al all limes maintain your inventorv' of Producis at a level at least equal to the New Distributor Starter
Inventorv.
(3)
The computer maintenance and support charge is payable on the second month of the temi of the
Software License Agreement and annually thereafter upon the annivcrsarv date of the Software
License Agreement. The current annual charge is $34940_0, and this amount is subject to change by
Mateo I'DD'PK i4*iMi237G6.6
i3-4tÂ4i3/2y.'l(!
Mateo from time to time. Mateo has set specific hardware requirements in order to ensure proper
fimctioning of the MDBS Software. The hardware specifications for the computer system are
described in paragraph 4 ofthe Software License Agreemeni.
(4)
In the second year of the Software License Agreement, the annual maintenance and support charge
may include an additional $400 charge if your system does not satisfy^ our required and exact PC
manufacturer, model, configuration operating system, vims protection and non-Mateo-specified use of
third-party software and Intemet sites. Software maintenance and support does not include MDBS
Software support services assisting in the removal of vimses, worms or spware ofany nature. This
servîce mav^ be available from Mateo at $50/hour. (See Item 5 above and Paragraphs 2 and 6 of the
Software License Agreement.)
(5)
Ifyou or your initial operator elects to bnng your or his/herrespectivespouse to the New Distributor
Training Program, Mateo will charge you aflatfee in the amount of $295, for food, lodging, and local
transportation. Mateo encourages you to bring your spouse to the Nevv Distributorship Training
Program.
(6)
In late 2000, Mateo created a new Website, and offered all Distributors the oppormnit\' to have his/her
own web page on the Mateo Website. The Distributor must sign Mateo's "Malco Tools Web Page
Agreenient" (currently attached as Exhibit Q to the Distributorship Agreement). The Web Page
Agreenient requires a one-time $195 set-up fee (see Item 5 above), and an annual maintenance fee of
$195 per year. The Distributor must comply vvith Mateo's web page policies which can be modified
at Mateo's discretion.
(7)
If you do not obtain and maintain the required proper insurance coverage required under the
Distributorship Agreenient, Malco may purchase the insurance on your behalf and vvill charge your
Open Purchase Account for the premiums paid. (See Distributorship .Agreement, Article 5.3.)
Each fee is imposed by and payable to Mateo, and are unifomily imposed on all distributors (unless otherwise
noted). All fees are nonrefundable. Hovvever, the Product inventorv' that you are required to purchase on a
monthly basis is resalable.
Mateo does not have advertising cooperatives.
Malco FDD'PK ?]y;\'<23?.6C'.'>
14
yj_Ujai^?:2U/K)
(7) ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
This table provides an estimate of your initial investment for your Mateo® Distributorship.
Type of E.xpenditure
Amount:
Estimated Range Of
Cost (Low-High)
Metliod of
Pavment
When Due
To Whom Payment
Is To Be Made
Lump Sum
Prior to Start
Mateo or
Predecessor
Distributor
Mateo and/or
Predecessor
Distributor
Initial Im'cntorv-
$50,000 - 60,000
Acquisition and
Establishment of Time
Payment Reserve
Accounts^'
$18,000-23,000
Lump Sum
Prior to Start
Tmck - tliree months lease
pavments^'
$3.400--7f>II,000
Monthlv
Installments
Monthly/Upon
Deliverv
Dealer or leasing
company
Computer Hardware three months pavments-'
$150-2,650
Montlilv
Installmeiits
Monthly/Upon
Deliverv
Suppher
Computer Software and
Intemel Service^ - three
months pavments
$1,641 -2,391
Monthlv
Inslallme'nts
Prior to Start
Mateo and Intemet
and Credit Card
Service Providers
Insurance - three months
premiums-'
$915-2.500
Lump Sum
Prior to Start
Suppher
Travel, Lodging and Meal
Expenses-
$170-2,515
Lump Sum
Prior to Start
Airlines, Hotels &
Restaurants
Professional Services-
$150-2,000
Lump Sum
As Arranged
Attorneys.
Accountants and
other professionals
Fixtures, Supplies,
Licenses^
$500-3,000
Lump Sum
Prior to Start
Supphers
$5,000- 13,500
Lump Sum
Prior to Start
Suppliers, as
incurred
Additional Fimds - lliree
months—
TOTAL
579,926 $+X^^.L88,556
Notes:
Payments arc not refundable unless otherwise noted.
(1)
Your initial inventorv' will cost between $50,000 and $60,000. The current Distributor Starter
Invenlorv^ is generally $54,000-ahhottgh we-ma\-i«ciease-lho-mimmum-suggesied-Stafie^
S?yrt(W4ater-in^M^(-See-liem-5->. You must maintain or_exceed.this amount of invenlory during the
temi of your Distributorship. This amount may increase periodically, due to various factors, such as
Malco F D D / P K ?44WJ(2.1766.6
15
the cost of goods, the product mix, and/or the introduction of new tools (see Item 10). If you qualify,
Malco will finance up to $72,000 (with no down payment)ôf the estimate for initial inventory^
($54,000) and Time Pavment Reservê ($18,000). You_must_maintainj3rcxcced_thjsjn
am Qunt_durinft_the_terni_Qf \:our„E)istributorsh i p. _Matco' s_interest rate,_which. rangesJro m_Prime_ Rate
plu s.5Jjifl_up_to_Pr_im c,Rale_pl u s_J%,-wi 1 Lbe3ased_Qn_your_i;redi t_scorx_at Jhe.ti ine_Qf_su bniittino ,>:our
Application. Assam ing a principal amount of $72,000 at an annual percentage rate of 8.25%^
(Prinie jLate,phis 5%), weekly pavTuents of $203.76 would be made over a 120-month term fsee-Note
2-and Item 10). in the event .Mateo increases the Now Distributor Starter-Inventor^' to $59,000 and if
> ou qualify, Malco-wiU rmance--Hp-to-57-7:<H)0 (with-no down payniont}^f-lhe estimated-initial
in yen [pry ( 559.000) -and- "1-i me-Pa>' men I Re s oi'vo Dope&i t-($ \ j^-W K1) ai With an annual percentage rate
of «i0.25% wrih(Primc_Rate_plus^%), weekly payments of $24^T»l-22J..8^\vould_bc_made over a
120-month term._CSec Note 2 and Item 10.)
In certain situations, Mateo may also finance a portion of your initial purchase of inventorv^ and Time
Payment Reserve in excess of the estimated, or generally expected, levels of inventorv' and/or Time
Paynient Reserve. However, your additional purchases of initial inventorv^ and Time Payment
Reserve may exceed the amount Mateo vvill finance toward your initial investment.
(2)
In certain situations, .Mateo may finance all or a portion ofthe Time Payment Reserve amount.
(3)
The lower range of the estimated cost is an amount equal to three monthly lease payments of 5800 and
down payment of $1,000 on a used tmck. The higher range ofthe estimated cost is an amount equal
to the full cash purchase price of a new tmck. (This does not include applicable federal and state
excise, sales, or other taxes and licenses, vvhich vvill varv- from stale lo state.) We estimate lhat the
average initial costs for the required tmck will reflect a lease of a new tmck, with a down payment of
$3,000 and three monthly payments of 51,297 each ($3,891). The cost estimates are included for
distributorships in the continental United States. We expect that the costs vvill be higher for
distributorships in Alaska, Hawaii, and Puerto Rico due to transportation expenses and other costs that
might be associated with transporting specially equipped vehicles to these tvpes of distant locations.
The Tmck must be equipped and used solely for operating the Distributorship, and must meet Mateo's
specifications and requirements to display your Product inventorv' and to provide on-site sales and
service to your customers•_Approval must be,given in writing^y Mateo if you_\vish to chanê_tmcks
duringjhe lifejofjhe_Agreem_eii_t,
(4)
You are required to purchase or lease a new (not previously ovvned or refurbished) Dell Latitude,
model E6500, personal computer (a "laptop"). Mateo vvill provide you with its specifications for
hardware (such as the operating system, hard drive size, memor\', maintenance/warranty, printers,
etc.) Matco-specified barcode reading and label printing equipment, and Mateo specified credit card
swipe device. You will be responsible for acquiring and maintaining access to the Intemet through a
high-speed Intemet Service Provider in order to communicate with Mateo. Cable or DSL connections
are preferred. In addition, you will be required to purchase a cellular communications card and
sen-ice in order to connect to the Intemet while on your route. The hardware specificalions for the
computer system will be revised from time lo time. Malco establishes specific hardware standards
solely for llie purpose of optimum MDBS software perfomiance. The current list is specified in
paragraph 4 of the Software License Agreenient. The lower range of the estimated cost is an amount
equal to three monthly payments for a computer if you qualify for a loan from the supplier or
financing source. The higher range of the estimated cost reflects the typical full cash purchase price
of a complete system.
(5)
You must sign the Software License Agreenient and pay the specified initial software license fee for
the MDBS Software which is currently $799 and the specified annual fee of $,3494M for the Systems
Maintenance and Support upon the second month ofthe Software License Agreement (sec Items 5 and
8). Additionally, as noted in Item 8 below, Mateo requires that you subscribe to an Internet service
Malco FDD'PK •51^0 823766.6
16
»^QîmX-2'?.'U)
provider and/or cellular service provider. Currently, the cost for such service, depending upon the
provider and the level of service, ranges from $60/month to $llO/monlh, and may vary greatly in
different areas. The chart includes an estimate for 3 monihs of service, which includes cellular
service. Additionally, the estimated range of costs as noted includes the one-time web page set-up fee
of $195 (see Item 5). Hovvever, not included in this chart, is the annual maintenance fee of $195 as
specified by the Web Page Agreement for your web page on the Mateo Website (see Item 6).
(6)
You must purchase comprehensive general liability insurance and vehicle liabilitv' insurance
coverages with mininium limits of each policy of at least 52,000,000. You must also purchase
'"replacement cost" coverage for your tmck, computer system, inventory and olher items used in
operating the Distributorship. All insurance policies maintained by you must (a) designate Malco as
an additional named insured: (b) provide that Mateo receive a copy of all notices of cancellation,
nonrenewal, or coverage change al least 30 days prior to the effective date: and (c) require the insurer
to provide and pay for legal counsel to defend any claims or actions broughi against you or Malco.
Insurance costs are highly dependent on the geographical location of your business, the dollar amount
of your inventorv', the tv'pe of tmck you own and other factors.
(7)
Travel expenses include the estimated cost of travel to and from the location of the initial training
program and your home, and the cost of travel to the dealership to take deliver>' of your tool tmck and
to drive it home. The acmal cost of travel will depend on your home location, your mode of travel and
whether your spouse accompanies you. Travel to and from the airport for scheduled arrivals and
departures, and daily travel to and from Mateo's headquarters, is provided to you at no charge.
(Unscheduled arrivals from the airport to the lodging facilit\- vvill be at your own expense.) Mateo has
negotiated lodging and meal accommodations for distributors for attendance at the initial training
program. The cost of the room and meals will be billed directly to your Open Purehase Account.
Lodging is located near Mateo's headquarters, Cleveland Hopkins Intemational Airport, and/or
Akron-Canton Regional Airport. Lunches will be catered during actual training sessions at a cost not
to exceed $11 per day, vvhich will be billed to your Open Purehase Account at the conclusion of the
initial training program. However, you will be solely responsible for weekend lunches and dinners.
(The figure in the chart for the high end ofthe range includes the $295 fee for your spouse.) Other
expenses that you may incur, vvhich arc not included in the estimated cost, may include
telecommunication charges, entertainment, alcoholic beverages, or rental car expense.
(8)
Professional services may include those provided directly to you for accounting, legal, and other
consulting sen ices. The employment of these sen ices is at your discretion and fees will varv' based
on tv pe of sen ice, amount of sen ice, and who provides the sen-ice. You arc encouraged to obtain the
guidance and assistance of a lawyer and/or accountant prior to signing the Distnbutorship Agreement.
You also may require the assistance of those professionals during the early phases of operating your
Distributorship.
(9)
The costs for initial fixmres, supplies, and licenses will van.-.by the specific requirements of each
Distributor and the requirements of the local laws in which business will be conducted. Supplies
include items such as work uniforms, business forms, stationery, business cards, catalogs, promotional
literature and sales materials. Licenses t\pically include general business licenses required by cities
and localities in whieh you will do business.
(10)
Your requirement for additional funds will van.'. You will require an amount of initial capital at the
time of start-up and will need working funds throughout the operation of your business. During
training and before you begin operating your Distributorship you vvill not be earning income from the
Distributorship. In addition, during the initial start-up period of the Distributorship, cashflow may be
insufficient lo allow you to draw a salarv' or cover your personal living expenses. Tlie estimated
additional funds vvill help finance business expenses (i.e., tmck operating expenses, freight, loan
payments, cell phone, and bad debt on receivables) during start-up and during periods in which
Maico FDD/PK 54mS23766.6
17
iiîîi^y2'X'\()
collections from customers are not adequate. This amount represents Mateo's estimate of the costs
jissociated vvith the first three months of operating your Distributorship and is based on Mateo's
working knowledge of the operating experiences of its existing Distributors. Also included in this
figure is the test or lab fee for the prospective distributor drug test, discussed in Item 5 above and the
charge forfilingfinancingdocumenis, if any, as described in Item 10 below. This estimate in this
Item 7 is not an assurance that your Distributorship will be profitable. The estimated additional funds
do not include any salary- or draw for you to pay personal living expenses. Since the cost of personal
living expenses varies greatly among Distributors, Mateo does not include those expenses in its
estimates for your initial investment. As part of yourfinancialplanning, you must take your personal
living expenses into account during periods of insufficient cashflow.
(8) (»)-RESTRlCTIONS ON SOURCES OF PRODUCTS AND SERVICES
You are required lo sell only Products approved in writing by Mateo. You must purchase the Products only
from suppliers who have been approved in writing by Mateo. Currently, Mateo is the only approved supplier
of Products. All Products purchased from Mateo are resalable items.
3.
The Products are sold to you al a discount from recommended list price. The weighted
average discount for all Products prior to additional promotion and olher discounts is currently approximately
35%. Tlie weighted average discount reflects the total of all iicms sold by Mateo as well as the varv'ing
discountsfromlist price for different items.
b.
Volume P^'nient to Terms ("VPTT") Bonus. If a Distributor pays Malco for products within
14 days ofthe Malco invoice, the Distributor vvillreceivearebateon tliese purchases. The Volume Payment
to Tetmlenus Bonus is that rebate. The rebate is based on the Distributor's 6-weck purehase average, and the
rebate ranges from 3% lo 5.25% ofthe total invoice. The average VPTT eamed in 2i}(i^2009 was 2T^36.L93%
of overall sales.
The purchase of initial inventorv- from Mateo constimics a range of approximately 26% to 63% of the cost of
the establishing the Distributorship. Purchases ofthe Products throughout the term ofthe Distributorship will
constitute approximately 65% of the cost of operating the Distributorship.
Mateo will derive income from the sale of the Products by charging you wholesale prices that exceed Mateo's
costs of supplying the Products. In the fiscal year ended December 31, ÔOS2009, Mateo's total revenue from
the sale of Products to its franchise dishibutors was 5231 •92J 5_,053 million, or 84-73^82•5_% of Mateo's total
revenue of S285 .1260,72_7 million, as reflected in Mateo's auditedfinancialstatements.
You arerequiredto license, install, and utilize the MDBS Software (as described in Iteins 5 and 6 of this
Disclosure Documeni) in your business. The software license fee amount is income to Malco, and constitutes
less than 1% ofthe cost of establishing the Distributorship, and less than 1% ofthe ongoing cost of operating
the Distributorship. In the fiseal year ended December 31, ^^^2009, Mateo's total revenue from software
license fees and software maintenance charges received from its distributors was $632T^^^698.946, or
approximately 4)2%4two-0.3J/'o_(thrccrlenths of one percent) of .Mateo's total revenue.
As discussed in Item 5, when you sign the Distributorship Agreement, you must also sign the Mateo Web Page
Agreement, vvhich pemiits you to establish a subpage on Mateo's vvebsiie. You must pay Mateo a one-time
web page set-up fee of $195. Ifyou continue to utilize a subpage. and neither vve nor you cancel the Web Page
Agreement; you must pay Mateo an annual $195 maintenance fee. In fiscal year 20(t82009. Mateo received
$22-2-9*t():223,473 in web page fees (initial and maintenance fees) from franchisees. This amount was less than
one-tenth of one percent (0.1%) of Mateo's lotal revenue.
Malco also requires during the term of your franchise that you subscribe, at your expense, to a reliable highspeed Intemet sen'ice provider (cable, DSL or high-speed cellular) or other electronic coniniunications
Maico FDD'PK -54*1^^23766,6
18
y;iliii-aj:i,-2iîlt)
provider or sen'ice and maintain an active e-mail account.
In addition, you are required to subscribe to a
cellular Intemet sendee provider in order to connect to the Intemet vvhile on your route. Both the sen-ice and
provider may be designated by Mateo. Mateo makes or plans to make infomiation available to you on the
Intemet at Mateo's expense. Also, Malco ma>' require that any and all communications beUveen you and
Mateo be made through the Intemel or sueh other electronic medium as Mateo may designate. You will be
required to access the Intemet or other electronic information on a regular basis to obtain full benefit ofthe
System. Many documents, such as weekly statements, will be delivered via e-mail. You must immediately
notify Mateo's customer sen'ice department of any change to your e-mail address. Mateo is not liable for any
damage to you including lost profits, delayed orders or the like which are the result of any outage or delay
related to electronic transmission of information, whether by the Inlemet or othenvise.
You must purchase or lease certain equipment and supplies (including, for example, business cards and
stationer\') that meet Mateo's specifications. You must purchase or lease a vehicle and computer hardware
vvhich meet Mateo's specifications and you must cany minimum insurance coverages on these and other items
(as described in Item 7). Mateo's specifications for the vehicle, computer hardware and other equipmenl and
supplies are based on Mateo's prior experience, requirements relating to the operation of the Distributorship,
the supplier's abilitv' to deliver, sen'ice, and support the items, and quality and uniformity considerations.
Catalogs, promotional literature, and other sales materials used in the operaiion of your Distributorship must
comply with Mateo's standards, and may either be purchased from Malco or from other sources who meet
Mateo's standards. Upon request, you can receive from Mateo a vvTitten listing of its specifications and
standards for equipment and supplies after you sign the Distributorship Agreement, lo the extent the
specifications and standards have been developed. Vlatco vvill update the specifications and standards from
time to time in writing as may be required to respond to requirements for operating the Distributorships.
While Mateo does not have a formal process for evaluating suppliers, and does not generally charge fees to
supphers seeking to obtain approval, Malco approves suppliers based upon their ability to satisfy, in Mateo's
reasonable judgment, the specificalions and standards for equipment and supplies. In some eases, approved
suppliers may pay Mateo a periodic fee or a fee based on sales to distributors. In addition, occasionally one or
more approved suppliers may make payments to Mateo (not based on sales to distributors) vvhich Mateo has
used for promotional and brand development purposes. In 2008^2009, Mateo received fees from suppliers in
the amount of $254:6053_03,247. Also, the figures in this item 8 do not include any amounts treated as a passthrough, rebate, or other payment that was distributed back to the distributors. Mateo does not generally
negotiate purehase agreements with suppliers, but it resen'es the right to do so. Mateo has not established
purchasing or distribution cooperatives.
Malco also offers gift cards and electronic stored value cards ("gift cards") vvith which potential customers
nia\' purchase Products. Our current policy is lhat distributors are not required to accept Mateo gift cards, but
you are encouraged lo do so. Ifyou accept Mateo gift cards as payment for Products, Mateo will redeem (dial
is. reimburse you for) those gift card purchases at 90yo of the price at which you sold the Products.
Except for the Products, the MDBS Software, and the web pages, for which Mateo is the approved supplier,
and except for the vehicle, where suppliers are designated, and for vvhich there are currently only two
recommended suppliers, you are not required to purchase or lease any goods, sen'ices, supplies, fixtures,
equipment, inventory, or real estate relating to the establishment or operation of the Distributorship from
Mateo or from suppliers designated by Mateo.
Mateo does not provide material benefits lo a Dislribulor (for example, renewal or extension ofthe temi, or
granting additional franchises) based on a Distributor's purehase of particular products or senices or the use of
particular suppliers, except that, as noted in Item 6 above, each Distributor must purehase at least 80% of the
National Distributor Purehase Average as a condition of maintaining the Distributorship.
None of our officers owns an interest in any companies lhat are vendors or suppliers to the Mateo Distributors.
Malco FDD'PK >]>')\'i2y7y0.6
19
iO :i:'3/29'10
(9) FRANCHISEE'S OBLIGATIONS
This table lists your principal obligations under the Distributorship Agreement. It will help you find
more detailed information about your obligations in these agreements and in other Items of this
Disclosure Document.
Obligation
Section
in Agreement
Disclosure Document Item
(a) Site selection and
acquisition/lease
Noi applicable
Not applicable
(b) Pre-opening pure liases/leases
Articles 3.3, 3.5, 3.6 and 3.7 of
items 5, 7 and 8
(c) Site development and other preopening requirements
Not Applicable
Not applicable
(d) Initial and ongoing training
Article 4 of Distributorship
Agreement
Item 11
(e) Opening
.Article 1 of Distributorsliip
Agreement
Item 11
(0 Fees
Articles 3 and 6 ofthe
Items 5 and 6
(g) Compliance with standards and
policies/Operating Manual
Article 3.10 of Distributorship
Agreement
Items 8, 11 and 16
(h) Trademarks and proprietaiy
information
Articles 7 and 9 of
Items 13 and 14
(i) Restrictions on
products/sen'ices offered
Agreement
Items 1 and 16
(j) Warranty and custoiner serv ice
requirements
Articles 3.4 and 8 of
Item 11
(k) Terrilori£tl development and
sales quotas
Article 3.2 of Distributorsliip
Agreement
Item 12
(1) Ongoing product/service
purchases
Articles 3.3 and 6 of
Distributorship Agreenient
hems 6 and 8
(m) Maintenance, appearance and
remodciing requirements
Agreement
Item 11
(n) Insurance
Agreement
Items 7 and 8
(o) Advenising
.Agreement
Item 11
(p) Indemnification
Agreement
Not applicable
Maico FDD'PK iWW^2376(i.6
20
Obligation
(q) Owner's participation/management/staffing
Section
in Agreement
Disclosure Document Item
Agreement
Items 11 and 15
(r) Records/reports
Agreement
Item 5
(s) Inspections/audits
Agreement
Item 11
(t) Transfer
Article lOof Distribulorship
Agreement
Item 17
(u) Renewal
Agreement
Item 17
(v) Post-termination obligations
Agreement
Item 17
(w) Non-competition covenants
Agreement
Item 17
(x) Dispute resolution
Article 12 of Distributorsliip
Agreement
Item 17
Maico F D D P K i.wy4i23766.6
21
tîi4i(iu3/2y/.1.0
(10) FINANCING
Malco offers a number of financing programs to its distributors, as summarized in the following table.
Item
Financed
Amount
Financed
Do'.vn
Pavment
Term
(Months)
APR%
Weekly
Pavmeni
Prepayment
Penalw
Security
Required
Liability
Upon
Default
Loss of
Legal
Rights on
Default
Initial
Inventoi y
and
Financii g
of Time
Payment
Reserve
Account
Deposit (1)
572,000 t*f
CuiTcntly
Up to 120
Up to 18%
(annual rate);
currently
8.25% to
.1^.25^%"""
where
applicable ii)
$203.76,
12
$22].M.
based
upon
$72,000
with no
down
pavment
None
Personal
P.U a rant v.
security
interest in
inventory'
and receivables
Principal
balance and
accrued
interest
Loss ofall
defenses
None; 3%
to 5.25%
discount
available to
qualifying
distributors
tôr earlv
payment.
Personal
guaranty;
security^
interest in
inventoiy
and receivables
Full amount
Default
under
Distributor Agreement
SO to
the initial
purchase,
depending
on the
required
initial
inventorv'
amount
$11,000,
but may be
required
Iiased
upon
applicant
criteria
dowTi
l->aynieni
Open
Account
Product
Purchases
Amount
Purchased
Noiic
i3)
Payment
due upon
receipt
22.5% annual
interest (or
the highest
rate permitted by
law) on
balance of
Open
Purchase
Account as
ofthe date of
temiination
or expiration
N/A
Notes:
(I)
Depending upon your available collateral, credit history^ and other credil factors, Mateo may finance
$72,000 -(with no down paynient) of the eslimated initial inventory ($54,000) and Time Payment
Reserve Deposit ($18,000). As-djsGussee!--tiv-ltetn--5;-<hjring--2()iW; Mat
Di5tributOF-Sl arlef ^ l n venteiy-f o-^^yyt-Wf —I n-that-eveiUT-l^latetuHaj-fm aHee-477^MMi-(-wi t Ime-dowR
payment)-of4h8-e$l4mTitBd initial-Hi-veHtoiy-(-!>T5^,(K,K)) and Time Payment Resene Deposit ($1X.<>()0)
e^^teiêventr-the-Tlie^ 1 oan vvill be evidenced by an Installment Promissory Note (the "Note"): 3 copy
of vvhich is attached as Exhibit C (Attachment 1) to the Distributorship Agreement. Malco may also
finance, at its sole discretion, a portion of your initial purchase of inventory and Time Payment
Reserve Deposit in excess of the estimated, or generally expected, levels of inventory and/or Time
Paynient Resen e Deposit. (See Note I of Item 7) This additional financed amount vvill be included
in the Note for die financed portion of your initial inventor\- and Time Paynient Reserve Deposit
discussed above.
1 .\Iatco FDD'PK ^ ^ ^ ^ 2 ^ 1 ^
22
;j3A-O-'0s'3-'2';-'10
The Notes provide for weekly payment of principal and interest at an annual interest rate, whieh is
subject lo change in accordance vvith the Prime Rate as reported in The Wall Street Joumal. Mateo's
interest rate will be bascd_on,yourcy_dit3eQrc_atJhe,lini
The interest
rate_-\vilLbe,.in_a_range_of.5.0% tQ„7.%_plus the Prime Rate that is in effect when you are awarded a
franchise. The rate of interest fQr_thc_Note will be fixed for the term of the Note. As of Januarv^ 2^r
24:K>98, 2010, the Prime Rate was 3.25%. The current percentage rate of interest that will be charged
for initial inventory fmancing will be 8.25%.-% (Primcâte_p.his 5%) upjo 10,25% (Pomeâte_plus
7%). The term ofthe Note will be determined by Malco and will be up to 120 nionths.
You will be in default under the Note if: (a) any installment of principal or inierest on the Note is not
paid when due or upon demand as provided for in the Note; (b) you fail to pay your debts as they
mamre; (c) you default under the Distributorship Agreement or any other agreement, note, lease, or
contract betvveen you and Malco, or if any such agreement is canceled; (d) you cease operating the
Distributorship or the Distributorship is dissolved, terminated, insolvent, or ceases operations; or (e)
you fail to have the Note fully collateralized with inventory (as reflected in the Security Agreenient,
described below) at all times.
If you default under the Note, the principal balance and all accmed interest will become due and
payable without demand. You and any endorsers or guarantors of the Note must waive demand,
protest, presentment, notice of protest and non-payment or dishonor, and must also waive any and all
defenses on the grounds of any extensions or partial payments which may be granted or accepted by
Malco.
The Note must be guaranteed by you or another person acceptable to Mateo. You must also sign a
Security Agreement (Exhibit D to the Distributorship Agreement) granting Malco a securiiy interest in
your inventory of Products and Accounts Receivable. At Mateo's request, you must sign all necessarxfinancing statements and other documents and pay the costs of filing such statements or other
documents. Mateo's experience has been that these costs range from S20 to $200 per filing depending
on ihe state.
Mateo financing vvill not be offered to all prospective distributors, but only to those that meel Mateo's
qualifications. Also, even in situations in which Malco offers financing, Malco is not required to offer
financing for the maximum amount of up to $72,000-ef-S-7-7-Of-H), but may offerfinancingfor a lesser
amount. Factors such as your qualifications and credit-worthiness vvill affect the level of financing
that might be offered.
(2)
In some states, the maximum interest rate may be less than the amount stated in the chart due to stale
lending laws.
(3)
Your purchases of the Products are charged to an Open Purchase Account on vvhich paynient is due
upon your receipt of an invoice from Malco. Other charges to the Open Purchase Account, in addition
to Product purchases and related charges, may include MDBS charges, web maintenance fees. Tool
Expo charges, and training costs. If you do not make payment within 21 days of the invoice, the
account is deemed delinquent by Malco. Mateo vvill assess a $10 per week late fee for each week that
you fail lo pay the balance owed. Ifyou pay vvithin 14 days of die invoice, you may be eligible for
purchase discounts, which may var>' from 3% lo 5.25% depending upon the volume of purchases. As
noted in die chart, Mateo will have a security interest in the inventory and receivables and you must
sign the Security Agreement noted above (even i f y o u did not sign a Note described in Note (1)
above).
(4)
Upon tennination or expiration of this Agreement, you will pay Mateo interest on the balance owed
under your Open Purchase Account as of the dale of temiination or expiration, at a rate of 22.5%
annually, or the maximum rate pennitted by lavv, whichever is lower. In addition, Mateo may assess
.Maico FDD-PK ^^^^^,^2.1766.6
23
(a-ûtipv29.'iO
you a late fee of $25 per week for each week that you fail lo pay the balance owed on the Open
Purchase Account following termination.
Installment Contracts (Purchase Security Agreements)
In addition to the financing programs described above, Mateo offers three customer installment fmancing
programs to qualified distributors. The purpose of these programs is to allow you to offer installment
financing to your customers in amounts that are beyond your capacity- to carry as Time Payment accounts. If
you qualify to participate in the customer installment financing program, you will sell Products to your
qualified^customers pursuant to an installment sale contract, and Malco will finance the purchase and accept
assignment of the installment contracts under the terms and conditions of the Mateo Purehase-Securitv'
Agreements/Credit Assignment Agreements, copies of vvhich are attached as exhibits to this Disclosure
Docum en t.^^.^^Cy-Slomers_3yho_arejnot_U.S.._cit^^
qu3li£^Qr_Purch asc_SQ£urilvA.t;reeme_n ts.
Mateo offers three forms of Purchase Security Agreements/Credit Assignment Agreemenis: (a) a non-recourse
credit assignment agreement, (b) arecoursecredit assignment agreement with an addendum which provides
that you need not obtain Mateo's prior approval of your credit history and the creditworthiness ofthe customer
provided that the customer does not currently have a charged off account vvith Mateo (referred to as the "PSA
Gold Card"), and (c) a 50% recourse credit assignment agreement (referred to as the "New Tech Program").
Under these forms of credit assignment agreements, upon acceptance of assignment, you vvill receive a credil
corresponding to the value of the net amount financed, less a reserve charge, lo your open purchase account.
This credit vvill be posted vvithin fort\'-eight hours of the acceptance of a contract assignment by Mateo.
Under the current form of non-recourse credit assignment agreement, the price paid by Mateo lo you for
acceptance of the assigned installment contracts will not be less than 85% of the net cash price (although
Mateo's current practice is to assign installment contracts at 91% ofthe net cash price). Hovvever, Malco may
not accept assignment ofany installment contract ifthe sale price exceeds the product's list price. Malco will
release you from all liability for the installment contracts, subject to certain exceptions enumerated in the
agreement, and provided that you comply vvith the terms and conditions of the agreement. Under the Purchase
Securilv' Agreement/Credit Assignmeni Agreements, you must collect mone>" owed by distributors and remit
the money to us. If you do not remit the full amount collected in a timely fashion, vve may charge you an
administrative fee, currently set at $25 per occurrence, per contract, for delinquent or insufficient payments, or
inaccurate reporting, as eonsideraiion for, among other things, Mateo's time and efforts in collecting monies,
additional correspondence with you, credit bureaus and others, and administrative time and costs to cortcet
data.
Under the current PSA Gold Card agreement the price paid by Malco to you for acceptance of the assigned
installment contracts will not be less than 95% of the nel cash price of the installment contracts (although
Mateo's current practice is to assign installment contracts at 97% of the net cash price). However, Mateo may
not accept assignment of any instailment contract if the sale price exceeds the product's list price. The 3%
deduction from the full net cost price of the assigned installment contracts is a charge payable to Mateo as
assignee ofthe assigned inslallnient conlracts.
Under the current PSA Nevv Tech .Agreement the price paid by Mateo is 95% of the net cash price of the
installment contract with a refundable reserve account.
Mateo has from time to time considered developing additional customer installment financing progranis that
may be recourse or non-recourse credit assignments, and/or may be available only to distributors vvho (a)
qualifi' lo participate; (b) have a minimum of six monihs or more experience as a Malco distributor; and (c) are
in compliance with their Distributorship Agreement. Currently, however, the only Purchase Security
Malco FDD I'K U^^231«y>
24
y^l)^^29yii)
Agreements available are those described above. Mateo expects that if a new installment financing program is
developed and offered in the fumre, participation in any such program will be voluntary-.
Equipment Leases
In addhion to the two Installment Financing Programs listed above, Malco also offers a Lease Program for
qualified shop ovvners or other customers of the distributor. The purpose of this program is to offer to
qualified customers financing on shop equipment, ff you qualify for participation in the lease financing
program, you may sell equipment to your customers by offering a closed end lease to your customer, and
Malco will finance the purchase under the Mateo Distributor Lease Agreement, a copy of which is attached as
an exhibit to this Disclosure Document. Mateo vvill purehase the lease from you at a price that is not less than
90% ofthe value ofthe leased equipment, but not more than the list price. Mateo will be responsible for the
collection ofthe lease payments until paid in full or until repossession is necessary, ff the documents are not
correctly and completely executed, Malco may assign the documents to you for the amount owing under the
lease at the time ofthe assignment.
The current program is a non-recourse program. Upon acceptance of the lease, Malco will post a credit to the
distributor's open purehase account less a reserve charge. The reserve will not be less than 90% of the sale
amount (although current practice is lo credit 100% of the sale amount).
Mateo and/or its affiliates have in the past sold, and may in the future sell, assign, or discount, vvith limited
recourse, certain accounts and notes receivable. To the extent the notes, contracts, or other instmments require
Mateo to provide services to you, Mateo will remain liable to provide sueh services. Hovvever, the third party
to vvhom the note, contract or other instrument is assigned may be immune under the lavv to defenses to
payment you might have against Mateo.
Except as set forth above, Mateo and its affiliates (a) do not directly or indirectly offer or arrange any
financing, (b) do not receive direci or indirect payments for placing financing, and (e) do not guarantee your
obligations to third parties.
(U) FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as listed below, Mateo is not required to provide you with any assistance.
Assistance Prior lo Opening. Prior to beginning business under your Matco'K' Distributorship, Mateo is
required to provide you vvith the follovving:
(A)
Mateo will provide you vviUi a List of Calls and Potential Customer List (see Article 1.2 of the
Distributorship Agreement). Mateo designates List of Calls and Potential Customer List by identifying a
mininium of 325 potential customers at businesses that generally employ mechanics and other individuals who
may be potential customers for the Products. Actual_or_potcntial_custQmers_niay_or_nia\Lnot_be_U.S._citizens
and_iiiay_or_niay_nQt_po_ssess_social_sccurityLiiumbers._Matco,is_nol,required_to_assess._aiid_is_nQt,responsiblc
fcl^.?§5=t§5Uig,j>XtL^
^ ^ i " operate as a mobile
distributor and will not have a specified place of business. It is generally expected that you vvill remm your
truck lo your residence each evening, locale the computer al your residence, and otherwise operate the
Distributorship from your residence. Mateo estimates that the length of lime between the date you sign the
Distributorship Agreement and the date you begin operaling your Matco'Ei Distributorship will be between
20 and 45 days, depending on how quickly you can complete training and obtain the truck, inventory,
equipment and supplies needed to begin operations.
Malco FDD PK >i>î.H2y70y6
25
o:t.\iO/0'i3:2
(B)
Malco will provide you with the use of a copy ofthe Manual (see Article 3.10 ofthe Distributorship
Agreemeni). Malco reserves the right lo provide the Manual electronically or in an electronic or computerreadable format, for example, via the Malco Distributor Business System, or another meihod, or on a CD.
Following is the Table of Conients of the ^90275. page Manual;
Total Pages
(I)
Getting Your Business Started on a Sound Foundation
26
(2)
How to Become a Successful MATCO Distributor
4^Ji
(3)
Getting Started - Day I
28
(4)
Providing Your Customers vvith Excellent Service
12
(5)
61
Sales Basics for the Tool Business
(6)
Customer Service and Special Order Departments
2-922
0)
Commercial Financial Ser\ ices
46
(8)
Financial Management
^3J
(9)
Tool Bo.xes
22
-Append-fx-
(cy-
—
—
4-3
Mateo vvill provide you or your operator with at least 60 hours of mandatory initial classroom training
(the "New Distributor Training Program") at Mateo's corporaie offices in Stow, Ohio, or at sueh
ether location as may be designated by Mateo (see Article 3.8 and Article 4.1 ofthe Distributorship
Agreement). You or your operator must successfully complete the Nevv Distributor Training Program
before operating your Distributorship. The New Distributorship Training Program will include
classroom instruction on basic business procedures, purchasing, selling and marketing techniques,
customer relations, basic computer operations and other business and mailceting topics selected by
Malco. Malco vvill instruct you using the lecmre method, videotape, computer-based training
modules, and interactive video courses. The courses are as follows:
TRAINING PROGRAM
HOURS OF
CLASSROOM
TRAINING
HOURS OF FIELD (ONTHE-JOB)TRAINING"'
Introduction/
Corporate Infonnation/
Building Tour
3 Hours
Not applieablc
Introduclion to Tool
Business
1 Hour
Not.applicable
SUBJECT
Miilco FDD'PK
^]y^\'i2:u6.6.(.
26
LOCATION*^'
Mateo's training facility in
Stow. Ohio (see notes 1
and 2 beiovv)
Mateo's training facilitv' in
Stow. Oliio (see notes 1
and 2 below)
ij3'.iOV'03'29^10
HOURS OF
CLASSROOM
TRAINING
HOURS OF FIELD (ONTHE-J0B)TRA1NING'' ^
MDBS Software Set-Up
& Loading
2 Hours
2 Hours
Mateo's training faeihtv' in
Stow, Ohio, and on your
Tmck (see notes I and 2
beiovv)
Open Purchase Account
& Financial
Management Tools
14 Hours
5 Hours
Mateo's training faciht\- in
below)
MDBS/Business
Applications
25 Hours
38 Hours
beiovv)
Consumer Financial
Senices
2 Hours
8 Hours
Mateo's training faciht\' in
Tmck (see notes 1 and 2
below)
Mateo Product
Knowledge
31 Hours
10 Hours
Mateo's training facilitv- in
beiovv)
Sales Training (Package
SeUing and Tote Trav
Use)
9 Hours
10 Hours
Mateo's trainine facihw in
Stow, Ohio, ana on voiir
Tmck (see notes \ and 2
beiovv)
Customer Service Issues
2 Hours
7 Hours
beiovv)
SUBJECT
LOCATION*^'
Notes:
Field Training is described in more detail beiovv under the heading "Assistance Provided by Malco
during the Operation of the Business." Field Training is conducted under the supen'ision of Tracy
Rohrbaugh and may be conducted by a Mateo regional or district business manager and/or one of the
regional trainers employed by Malco. Each regional trainer is a professional educator and has been
trained by Malco for the purpose of training Mateo's Distributors.
Distributor training and development is conducted under the direction of Mike Swanson, National
Distributor Development Manager. Mr. Swanson has been in his current posilion since July 2007.
Mr. Swanson was a Mateo Regional Manager from Januarv' 2004 until July 2007 and the National
Franchise Sales Manager from June 2002 to Januarv' 2004. Prior to thai dale, Mr. Swanson held
positions of National Sales Development Manager, Manager of Distributor Communications, District
Business Manager and slarted his career vvith Malco in 4-WH]^88 as a Mobile Tool Distributor. Tracy
Rohrbaugh manages the New Distributor Training Program and supervises ihe classroom and field
training conducted at Malco Tools. Mr. Rohrbaugh has been Mateo's Manager of Training since
August 2005. Mr. Rohrbaugh was a Mateo Field Trainer from Januarv' 1995 to September 1995 and
the Coordinator of New Distributor Training from September 1995 to August 2005. Prior to joining
.Maico FDD'PK 51>:;VS;23?G6.6
27
Mateo, Mr. Rohrbaugh servêd in die U.S. Air Force as Training Operations Manager for the 371^'
Training Squadron. 3785"' Training Wing. Training will begin after you sign the Distributorship
Agreement. Mateo conducts the Nevv Distributor Training Program on a monthly basis and expects
that you or your operator vvill commence training within two weeks of executing the Distributorship
Agreement.
The New Distributor Training Program will be provided to you or your initial operator at no cost, and
is generally available vvithin the one month period before you begin operating your Distributorship. In
order to ensure the availabilit>' of local lodging while attending the New Distributor Training Program,
Mateo has negotiated lodging and meal rales on your behalf The cost of the room and meals vvill be
billed directly to your Open Purchase Account. Any other charges incurred at the lodging facilit>' vvill
be due and pa\'able directly to the facilit>' at the time of checkout. In addition to lodging and meals,
you vvill be required to pay all other expenses associated with attending the training, including travel
and the salarv', fringe benefits, payroll taxes, unemployment compensation, workers' compensation
insurance for any operator who vvill attend tiie New Distributor Training Program (see Article 4.2 of
the Distributorship Agreement). Ifyou or your initial operator elects to bring yoiu" respeclive spouse,
Mateo vvill charge a flat fee in the amounl of $295.00 for food, lodging and local transportation.
Mateo encourages all distributors to bring their spouses to the Nevv Distributorship Training Program.
Mateo vvill provide additional traimng and certification for distributors al such times as it may
determine, and you, and your operator, if applicable, must attend this training and complete the
eertifleation procedures designated by Mateo. A l its option, Malco may require distributors to pay all
or some portion of the cost of providing any such future additional training and/or certification
procedures
(D)
Malco will provide you with the standards and specifications for the truck and uniforms required by
Mateo for use in your Malco® Distributorship (see .\rticle 3.6 ofthe Distributorship Agreenient).
(E)
Malco will provide you vvith the standards and specifications for the computer hardware and software
required by Malco for use in your Mateo® Distributorship (see Article 3.7 of the Distributorship
Agreement). You must comply vvith Mateo's standards and specifications for the computer hardware,
software, and communications, and you must regularly update your computer hardware, software, and
communications to comply vvith any new or changed standards and specifications. Currently, you are
required to purchase a nevv (unused and not refurbished) Dell Latitude, model E6500 personal
computer (a '"laptop") meeting the requirements described in paragraph 4 of the Software License
Agreenient (Appendix D, Exhibit 0 of this Disclosure Document). The MDBS Software is designed
to assist you in minimizing paperwork and in managing your route and List of Calls, handling
inventory, receivables and order processing functions, and perfonning other tasks relating to operating
the Distributorship. The MDBS Software performs numerous on-truck functions such as tracking of
sales histories and accounts receivable, printing of receipts and PSA quotes, credit applications and
contracts, inventorv- tracking, tool repair tracking support, credit management, order placement,
tracking of customers' orders. Product pricing, sales and collection records, weekly activity reports,
and feedback reports from Mateo.
Mateo provides computer sv stems maintenance and support services Monday through Friday during
the standard hours of 8:00 a.m. through 4:30 p.m., Eastem time, at Stow, Ohio. Malco vvill from time
to time review the MDBS Software for improved functionalitv' and operating efficiency. Malco will
make such improvements and enhancements as it deems appropriate and will provide you vvith the
updated soltware and documentation necessarv' to make the improvements on your system. You will
be required to update your computer hardware and software from time to time in order to maintain
compliance with Mateo's then-current standards. There are no contractual limitations on the
frequency or cost of your updating obligations. You will be responsible for acquiring and maintaining
the computer hardware and manufacturer's operating system software required to execute the MDBS
Mateo FDD'PK H ^ ^ l ^ W ' - . d
28
tîu:)^3i29:il)
Software. You will be responsible for handling all equipment hardware/warranty issues directly vvith
the equipment manufacturers. E.xcept for the MDBS Software, vou will have sole and complete
responsibilitv^ for: (a) your own computer hardware and software as well as the manner in which tiiose
systems are maintained, upgraded, and operated in order lo maintain compliance vvith Mateo's
standards as the>' may be modified from time to time: (b) obtaining and maintaining access to the
Intemet ihrough a subscription with an Intemet service provider or a then-current technologically
capable equivalent in accordance with Mateo's standards; (e) the manner in vvhich your systems
interact with Mateo's systems and those of other third parties; and (d) any and all consequences that
may arise if your systems are not properly maintained, upgraded, and operated. Mateo vvill have
access to certain sales, inventoiy, and accounts receivable collection information from a distributor's
MDBS system. Malco uses this data to prepare and provide reports to a distributor vvith key business
statistics regarding the distributor's business. A l l data provided by you, uploaded to Mateo's system
from your system, and/or downloaded from your system to the Mateo system, is and will be ovvned
exclusively by Mateo, and Mateo will have the right to use such data in any manner that Mateo deems
appropriate withoui compensation to you.
As described in Item 7, you may lease or purchase the hardware. The costs are estimated to be
approximately $50 per monlh under a lease, ifyou qualify for vendor financing, or $2,650 to purchase
the equipment. As described in Item 6, the annual computer maintenance and support charges are
$-349400, or $749800 if your computer does not satisfy the required configuration.
(F)
Mateo will provide you vvidi the standards and specifications for the New Distributor Starter Inventor>'
required by Mateo for your Malco® Distributorship (see Article 3.3 of the Distributorship
Agreement).
Assistance Provided bv Mateo during ihe Operation ofthe Business.
(A)
Mateo provides you vvith a designated trainer for a mininium of 80 hours of initial Field Training (see
Article 4.2 of the Distributorship Agreemeni). The designated trainer may be a regional trainer and/or
a regional or district business manager The designated trainer will ride with you or your initial
operator on sales calls. Topics covered during Field Training include purchasing, selling and
marketing techniques, customer relations, computer operations, product knowledge, product
demonstrations, order placement, credit and collections management, record keeping, and other topics
relating to operating your Malco® Distributorship. Further information concerning Field Training is
given in the table vvhich appears under 11(C) above.
(B)
Mateo provides you with additional training, product updates and business seminars (see Article 4.3 of
die Distributorship Agreenient). Your attendance at additional training sessions and business seminars
is generally optional, however, you must attend at least 80% of the Mateo-scheduled district sales
meetings for your district in any l2-inonth period.
(C)
Mateo will, from lime to time, advertise the Products in selected national and regional trade
publications targeted toward the types of cusiomers served by you and other Malco® distributorships.
Any such advertising is done al Mateo's expense and under Mateo's control.
(D)
Currently, Mateo makes available to you certain catalogs, promotional literature, and other sales
materials at no cost. Other materials are available to you al a nominal charge to purehase at your
option.
(E)
You are not required to conduct any direct mail or media advertising programs for your
Distributorship. Hovvever, ifyou detennine that direct mail advertising would improve your business,
Malco will, upon your request and at your expense, conduct direct mail marketing progranis vvhich
vvill include mailings to potential customers on your Potential Custoiner Lisl. The content,
I Mateo FDD'PK •M»:">:2.)766.(>
29
U3'30-tW?/29/10
promotional offerings, number, timing, and frequency of the mailings will be detemiined by the
mutual agreement between you and Mateo. You must provide Mateo vvith an updated and verified list
of potential customers on your Potential Customer List, including each potential customer's name,
work location, and mailing address.
(F)
Any Website (as defined below) vvill be deemed "advertising" under the Distribulorship Agreement,
and will be subject to (among other things) Mateo's approval. (As used in the Distributorship
Agreement, the term "Website" means an interactive electronic document, contained in a network of
computers linked by communications software, that you operate or auihorize others to operate and that
refers to the Distributorship, the Mari:s, Malco, and/or the Sysiem. The term Websiie includes, among
oliier things, Intemet and World Wide Web home pages.) In conneciion with any Website:
(1)
Before establishing the Website, you must submit lo Mateo a sample of the Website fomiat
and information in the form and manner Malco may reasonably require.
(2)
You may not establish or use the Website without Mateo's prior written approval.
(3)
In addition to any other applicable requirements, you must comply with Mateo's standards
and specifications for Websites as prescribed by Mateo from time to time in the Manual or
otherwise in writing. If required by Mateo, you must establish your Website as part of
Mateo's Website and/or establish electronic links to Mateo's Websiie.
(4)
Ifyou propose any material revision to the Websiie or any ofthe information contained in the
Website, you must submit each sueh revision to Mateo for Mateo's prior written approval as
provided above.
(G)
Mateo provides end-user financing progranis to your qualified customers (see Item 10 under
' Installment Contracts").
(H)
Malco provides support of your sales and servicing activities through its warrantv- and non-warrant\'
service programs.
(I)
Mateo provides weekly and emergency shipments of Products lo you, in accordance vvith the temis of
the Distributorship Agreement (see Article 6 ofthe Distribulorship Agreemeni).
(J)
Malco provides periodic meetings with Malco personnel for you and other distributors for the purpose
of additional training. Product updates, seminars, motivational programs, and group idea exchanges
(see Article 4.3 ofthe Distributorship Agreenient).
(K)
Mateo provides you with computer software and support serv ices in order to facilitate your operation
of the Distribulorship and the perfomiance of your duties in cormection vvith the Distributorship (see
Article 3.7 ofthe Distributorship Agreement).
(L)
Malco will make its then-current tool return policy available to you. The cunent policy provides that
during the temi ofthe Distributorship Agreemeni or after its expiration or temiination, you may retum
for credit to your open purchase account any eligible Mateo Producis purchased from Malco and listed
in the then current Mateo Tools Price List, excluding special order; high obsolescence electronic; and,
used or abused Products. Mateo will credit your open purchase account for the eligible retumed
Products iH-an-amoimf-eâl to Ma(eo-s-iheti-eunont priee-fef-cach such Rrodu^t-less a restocking
charge, vvhich presently is 15%. A good faith effort vvill be made by Mateo to issue credit vvithin 30
days of acceptance of the remmed Products. The criteria for pfoduetProducts_that_are eligible for
retum for credit is stated in Mateo's tool retum policv. Mateo will revise its tool remm policy at such
times as it may detemiine, and will infonn you in writing ofany changes when made.
Malco l-DD-PK ?4*d^2.>7^0..6
jO
u3 30 0î:t:29J0
Neitiier the Distributorship Agreement nor any olher agreement requires Mateo to provide any other assistance
or servMces to you during the operation of your Distributorship. As noted in Item 2, however, Malco has a
policy under which it vvill give you one or more nevv Malco tool boxes for successfully referring a prospect
who becomes a Mateo distributor.
Mateo Distributor Advisorv Councils
Mateo does not have an advertising fund into vvhich a Distributor must contribute, and Mateo does not have
local or regional advertising cooperatives in vvhich Distributors arerequiredto participate. Mateo has a Malco
Distributor Advisorv' Council (MDAC) system to foster and enhance communications bet\veen Distributors
and Mateo. The .MDAC system is a strictly voluntary system, with MDACs at the disirict and regional level.
M D A C representatives meel periodically with each other, with Distributors, and vvith Mateo managers and
executives to discuss a variety of system issues. Mateo Distributors are not required to participate or pay any
dues or otherfinancialcontributions.
(12) TERRITORY
You will only be allowed to operate your Distributorship at those locations ideniified on the List of Calls and
on the Potential Customers List. The List of Calls and Potential Customer List vvill be identified and allached
to the Distributorship Agreement. Prior to establishing a List of Calls, Mateo will conduct a survev of various
geographic areas, prior Mateo dislribulor routes, and potential new distributor routes lo detemiine a suitable
List of Calls that contains, as of the date of the Distributorship Agreement, a minimum of 325 potential
customers, the location of vvhich vvill be identified on the List of Calls. Mateo provides no assurance that the
potential customers will acmally become your customers, or lhat due to economics, demographics or other
reasons, ihe number of acmal or potential customers, and/or the businesses identified on the List of Calls, will
not increase or decrease after the date ofthe Distributorship Agreenient.
As noted above, the Distributorship is a business vvhich operates principally from a vehicle, and which resells
the products to retail customers vvho are tvpically individual professional mechanics or businesses vvhich
operate from a single location, and who generally purchase the Products for their own use. If, and for so long
as, you arc in compliance with the Distributorship Agreement, Malco will not operate, or grant a license or
franchise to operate, a Malco mobile distributorship that vvill be authorized to sell to any potential customers or
actual cusiomers identified on your Potential Customer List, if such customers purchase Products at or from
the business localed and identified on the Potenliai Customer List (see Article 1.3 of the Distributorship
Agreement).
Except for the rights expressly granted to you and provided in the Distributorship Agreement, Mateo retains all
righis lo sell, and license or authorize others to sell, Products to any customers, at any location, and through
any channels or methods of distribution. Witiiout limiting the foregoing, Mateo retains the followingrights,on any
terms and conditions Mateo deems advisable, and witiiout granting you anv'rightstherein:
I.
Mateo, and any affiliaies, licensees or franchisees of Mateo, if auihorized by Mateo, vvtil liave the
absoluterightto sell the Products, directly or indirectly, or through non-mobile distributors, includin>j_coniiiicreial
saIcs-rcprescnlalJAXS._(A) to industrial customers, industrial accounts, and ovvners of vehicle repair businesses
(including businesses, entities, governmental agencies, and oihers, including those vvhich may be listed on the
Distributor's Lisl of Calls, but excluding the Potenliai Customers) who (i) have central purchasing functions, or (ii)
may purchase and/or acquire special order products designed for multiple-party use, vvliich are noi included as part
of Mateo'sregularor special purchase inventorv' lis!, or (iii) may purehase Products tiirough a bidding process, such
asrailroads,airiines, manufacturers, govermnenial agencies and schools, (B) to industrial and muitiple-line and
multiple brand wholesale distributors who may resell such Products to any potential purchaser or custoiner.
Malco FDD'PK ->! >:o^2.\?6(i,_6
31
y^-Oii^ln 1.29:1.0
including your customers, and (C) lo vocational training schools and programs, and lo the students and employees of
those schools and programs.
2.
Malco, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have the
absoluterightto sell the Products through (A) catalogs, (B) any ciurent or fumre means of electronic commerce,
including the Intemet and Malco's Website, and (C) at special and/or temporar>' venues (including race tracks,
and other motor sports evenls).
3.
Mateo, and affiliates of Malco, may manufacmre and/or sell products that are the same as or
similar to the Products, and Mateo's affiliates may sell sueh products directly, or indirectly through
wholesalers, suppliers, distributors or others, to potential customers who are the same as or similar to your
potential customers and actual customers. Mateo has no control over the sales or distribution methods or
operations of its affiliates, and Malco has no liability or obligations lo you due to any sales or distribution
activities of Mateo's affiliates. However, currently, neither Malco nor its affiliates have any plans to operate a
franchise system under different trademarks that offer the same or similar products.
Currently, Malco sells the Products through its commercial sales_dcpartnient_and_CQmmercial_accounls
program vvhich is described in Item 1. Mateo also sells Products to the vocation school markei (see Item 1).
Except as set forth in Article 1.3, Article 1.4, and Article 3.4 ofthe Distributorship Agreement, there are no
contractual limitations on the abilitv- of Mateo or any affiliate to establish other franchises or company-ovvned
outlets or other channels of distribution selling or leasing similar products or services under the Malco®
trademark or a different trademark. Malco vvill have no liability or obligation to you if any customer or
potential customer of yours purchases or receives Products through any method or channel of distribution
described above, or otherwise reserved to Malco. Further, Mateo has in the past granted (A) distributorships
that do not have any territorial restrictions or limitations on the distributor, and (B) distributorships that have
territories in vvhich the distributor is not limited to selling Products to a specified number of customers. Mateo
will use its best efforts to deter sueh distributors, and other distributors, from selling Products to customers on
the Potential Customer List, but Malco cannot and does not provide you with any guarantv' or assurance that
such distributors vvill not offer and sell Products to your customers.
The continuation of your rights to sell Products to actual or potential customers under the Distributorship
Agreenient is not dependent upon achievement of a certain sales volume, market penetration, or other
eonlingeney. Hovvever, Mateo may terminate the Distributorship .Agreement ifyou fail to:
{A)
(i)^maintain an inventory ofthe Products equal lo or in excess ofthe Nevv Distributor Starter InventoryandiXiiXpurchase-Products, on a weekly basis, purehase-Predtiets-in an amount not less than 80%-%ôf
ihe National Distributor Purchase Average based on your 12-month rolling average or, ifyou have
been in business less than 12 nionths, based_on_your ycar-lo-date average:ând^mJJlMiOl^-^
niinimum_oLaJ-5%_ratio_Qf a_calcuIation_Qf_\:Qur_vcar-tQj:datC-purcliasc-aYerage_di.v
lojjd ate_salcs,av:erage;
(B)
make personal sales calls on at least 80% of your actual or potential customers each week and on each
of your actual or potential customers al least once each monlh: and
(C)
attend at least 80% of the Mateo-scheduled district sales meetings for your district in any 12-month
period.
For infomiation regarding terminated and fonner Distributors, please see item 20 (but note that the lisl of
Distributors that were cancelled or terminated, or otherwise left the system, includes Distributors who
voluntarily or involuntarily "separated" for reasons olher than failure to attain 80% of the National Distributor
Purchase Average).
.Maico F D D / P K §4^^2:>700.Cy
j2
t>3~ifJ4W3.'2'.?/H)
Ifyou fail to make personal sales calls to at least 80% of your potential customers for three weeks out ofany
ten week period, or if you fail lo make personal sales calls to each of your potential customers at least once
each month for three consecutive months, or ifyou fail to attend at least 80% ofthe Mateo-scheduled district
sales meetings for your district in any 12-monlh period, then your exclusive rights under Section 1.3 of the
Distributorship Agreemerit (described above) may be terminated, reduced, or modified in all respects by
Malco, immediaiely upon written notice from Malco lo you, and Malco will have the absolute right to adjust
the territorv^ accordingly or appoint or pemiit one or more other distributors to sell Producis to your potential
customers, or to sell directly or indirectly, itself or through an affiliate, Products to your potential customers.
(See Article 3.4 ofthe Distribulorship Agreement.)
You do not have the right to relocate the Distributorship without vvTitlen approval from Mateo's Vice President
of Sales. You vvill not have the right or option to acquire additional Distributorships without written approval
from Mateo's Vice President of Sales. If you seek to acquire an additional Distributorship, you must be in
compliance witii your Distributorship Agreement and all Mateo policies, including compliance with the
Distributor Plus Guidelines.
(13) T R A D E M A R K S
You are licensed to operate your business under the name "'Mateo® Tools." You are also authorized to use the
logo vvhich appears on the cover page of this Disclosure Documeni. You may only use Malco's trademarks in
the manner authorized in writing by Malco. You will not have the right to sublicense, assign, or transfer your
license to use the Mateo trademarks. You may not use the Mateo trademarks as part of your corporate or other
legal name, or as part of any e-mail address, domain name, or other identification of you or your business in
any electronic medium. You must use the Mateo trademarks only in the form and manner and vvith the
appropriate legends as prescribed from time to time by Malco.
The follovving is a list ofthe trademark and service mark registrations of Mateo's primary trademarks on the
principal register of the United States Patent and Trademark Office (or applications on file on the Principal
Register):
Mark
Registration No./
Serial No.
Registration Date/
Filing Date
MATCO
1,101,947
September 12, 1978
MATCO
1,115,963
April 3, 1979
Eagle Head in Hexagon
1,147,518
Februar>' 24, 1981
M A T C O TOOLS & Design
2,809,904
February 3,2004
There are no currently effective material detemiinalions of the United States Patent and Trademark Office,
Trademark Trial and Appeal Board, or the trademark administrator in any state or any court, no pending
infringement, opposition or cancellation proceedings, and no pending material litigation involving these
trademarks vvhich limit or restrict their use in any state.
There are no agreements currently in effect vvhich significantly limit the rights of Mateo lo use or license the
use of these trademarks in any manner material to you. To the knowledge of Malco, there arc no infringing
uses vvhich could materially affect your use of the licensed U"ademarks or olher related rights in any state.
Mateo is obligated under ihe Distributorship .Agreement to protect the rights vvhich you have to use Mateo's
trademarks and other related rights and to protect you against claims of infringement and unfair competition
with respect to the trademarks. Hovvever, if anyone establishes to Mateo's salisfaciion that its rights are, for
any legal reason, superior to any of Mateo's trademarks, trade names or service marks, then you are required to
use such v ariances or other service marks, trademarks or trade names as required by Mateo to avoid conflict
with such superior rights.
Mateo FDD'PK s^mHimCi.d
33
t>3 My(My2mo
(14) PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
Patents
While Mateo and/or Danaher subsidiaries own or may own design patents and/or ulilitv' patents on tool chests
and possibly other products that might be sold by a distributor, there are no patents that are material to the
distributorship.
Copyrights
Mateo filed for, and received, a United States copyright for its Mateo Distributor Business System (the MDBS
Program, referred lo in Item 5 above). The registration number is TX 2-495-161, and it was made effective on
July 5, 1988. Mateo also filed for, and received, a Canadian copvTight for the MDBS Program. The Canadian
copyright is tilled "'Computer Program for Aiding Distributors in the Distribution of Malco Tools." The
Canadian registration number is 437486, and it was made effeciive on October 18,1994.
Mateo has copyrighted advertising materials and designs, training films, workbooks, the Manual, and items
relating to the operation of Mateo® Distributorships. Other than the MDBS Program, Mateo has not applied to
the United States Cop>Tight Office to register its copyrights.
There are no infringing uses actually known to Mateo that could materially affect your use of any copyrighted
material supplied by Mateo in any state. There are no determinations of the Copyright Office or any court, no
pending interference, opposition or cancellation proceedings, nor any pending material litigation involving
such copyrighted materials w'hich arerelevantto their use in any state. There are no agreements currently in
effect vvhich significantly limit the rights of Mateo to use or license the use of these copyrighted materials in
any manner material to you.
Confideniial Operations Manual
In order lo protect the reputation and goodwill of Malco and to maintain operating standards under ihe System
and the Marks, you must conduct your business in accordance with the tenns of the Distributorship Agreement
and in compliance vvith the provisions ofthe Manual and any vvTitten directives issued by Mateo.
Confidential Infonnation
In addition lo the Manual, Mateo vvill provide you with olher confidential business infonnation and proprietarv'
materials which relate to the operation ofthe Distribulorship business. You must keep confidential, during and
after the lerm ofthe Distributorship Agreenient, the Manual and all such confidential business infonnation and
proprietarv- materials disclosed to you by Mateo. You may not disclose the confidential infonnation or
proprietary materials to any person or use them for your benefit except in connection with the operation of
your Distribulorship business. You will be liable to Mateo for damages caused by any breach of
confidentiality.
(15) OBLIGATION TO PARTICIPATE IN
THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
You must use your best efforts to promote the sale ofthe Products and to provide service and warranty support
lo your acmal and potential customers. You vvill be responsible for all aspects of managing the business
including, but not limited to, extendingcxlending credit, budgeting, monitoring and collecting time payment
accounts, collecting PSA Gold Card accounts, sales,fiureltasespurchases.and inventorv' management and
control.
Mateo FDD PK ?^4:vyi;2.l7(-,e.{,
34
(4_U)4i^3.2!J.::Ill
Mateo expects lhat most Distributorships will be operated by an individual. The individual will operate the
truck and conduct the daily operations of the Distributorship. Mateo recognizes that in some instances you
may utilize the assistance of a spouse, friend, or assistant and often it vvill be a spouse ("Spouse"). While
Malco recognizes the use ofihird party- assistance in performing some clerical and bookkeeping functions, the
appointment and grant of the Distributorship is to you, and Malco will rely on you to perform the obligations
required under the Distributorship Agreemeni. Ifyou seek the assistance ofa Spouse, both you and the Spouse
will be liable for thefinancialobligations and debts of the Distributorship and for causing you to comply with
this Agreement. In addition, the Spouse must comply with certain obligations under the Distributorship
Agreement, such as, not disclosing confidential infomiation and not engaging in competitive activities (See
Item 17 below, and Section 1.6 ofthe Distributorship Agreement). If the Distributorship is granted to a
parmership, corporation, or limiled liability company, an individual designated by the partnership, corporation,
or limited liabilitv- company must manage the business and personally guarantee all debts and obligations of
the distributorship lo Malco.
While the Distributorship is contemplated to be operated by one individual, if you own more than one
Distributorship, you may appoint an "Operator" to operate the second Distributorship, subject our approval. If
you have only one Distributorship, and you desire to hire a third party to operate your sole Distribulorship, you
must obtain prior vvTitten authorization from Malco's Vice President of Sales before doing so. In either case,
tiie appointed "Operator" must successfully complete the New Distributor Training Program and you must
agree to assure that all business information and materials disclosed to you and/or your operator will be kept
confidential Your operator must sign a confidentiality and non-compete agreemeni, in a form that is
acceptable to Mateo, vvhich will contain covenants similar to those described in Items 14 and 17.
(16) RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You may only sell Products and other merchandise approved by Mateo, and you may not sell any products,
tools, equipment, or other merchandise vvhich are competitive vvith any of the Products, except for items that
are traded-in by your customers, without Malco's prior written consent. Mateoreservestherightto change the
types of authorized products and services vvhich comprise the Products at any lime in our discretion. Further,
you may not offer for sale, sell, or distribute any product not approved in advance by Mateo (including, for
example, hazardous materials, pornographic materials, or products not related to your business) and you must
discontinue the offer, sale, or distribution of products promptly upon notice from Malco. You may not operate
the Distributorship or sell any Products to any person, eniity, or business, or at any location not ideniified on
the Potential Customer List, even if such potential customer or location is adjacent to. or near, a location on
your List of Calls or Potenliai Customer List. Also, you may not sell Producis to any customer vvho moves to
a location or business not identified on the List of Calls or Potential Customer List. Provided that you comply
with the Distribulorship Agreement and the requirements of the System, Mateo will not impose any olher
restrictions upon you as to the goods or serv-ices whieh you may offer or to the customers to whom you may
sell. Mateo does not impose any restrictions or requirements conceming the prices at which the Products or
olher goods or services may be sold by you.
(17) RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the Distributorship Agreement and related agreements.
Vou should read these provisions in the Distributorship Agreement attached to this Disclosure
Document.
Provision
Maico F D D ' P K ?-(*Mi2.t766.6
Section in
Distributorship
-Agreement
Summarv-
35
y3Uti:(isa3.29.'l(>
Section in
Distributorship
Provision
Agreement
Summarv
a.
Length of the
franchise tenn
Article 2.1
10 Years
b.
Renewal or
extension of the
tenn
Article 2.2
10 Years
c.
Requirements for
franchisee lo renew
or extend
Anicle 2.2
You must give 180 days notice; satisfy all material rcquirements
of your current Distributorship Agreement; pay all amounts due
to Mateo; modemize your Mateo Tmck and equipment; sign a
new Distributorship Agreement (and this new agreement may
have terms and conditions that are materially different from the
original Distributorship Agreement); and sign ajoint and mutual
general release
d.
Tennination by
franchisee
Article l l . l
30 days notice
e.
Tennination by
Franchisor without
cause
Not applicable
NQLaDolicablc
Termination by
Franchisor with
cause
Article 11.2
Mateo has therightto terminate your Distributorship Agreemeni
if you are in breach oftiieDistributorship Agreement or any
agreements entered into with Malco, make an assignmeni for the
benefit of creditors, face a proceeding in bankmptcy, attempt to
assign or transfer without Mateo's consent, abandon the
Distributorsliip, either voluntarily or involuntarily or due to
repossession ofthe Malco Tools tmck and imentorv', fail to make
timely payments, or deny Mateo access to audit books and
records.
"Cause" definedcurable defaults
Article II.2
Malco FDD/PK i
^2.1766.6
ff
applicable law does not specify a time period, you will liave
<K>30 days to cure a violation of any material provision of the
Distributorship Agreement: you make an assignment for tiic
benefit of creditors; a proceeding is instituted against you in
bankmptcy or insolvencv'; you attempt lo assign your
Distributorship Agreement wiihout Malco's consent; or you fail
lo timely pay any amount due to Malco
36
u"? •>o-a>i:v-29. ID
Provision
Section in
Distributorship
Agreement
Summarv
h.
''Cause" defined rron-curable defaults
Article 11.4
You will not have a right to cure ifyou abandon your
Distributorship; you are convicted of or plead guilty to a gross
misdemeanor or felony; your conduct materially impairs Malco's
marks or the System; yourefuseto allow Malco to audit yoiu"
books; you have been found to have submitted fraudulent credit
apphcations; you commit fraudulent act(s); you offer to sell or
sell any producis to customers not identified on your List of Calls
or Potential Customer List without Mateo's express vvritten
authorization; you cannot perform obligations for six consecutive
months or for six months within a period of 18 consecutive
montiis; you die; you commit the same default again within a 12
month period aftertiieprevious default that you previously cured;
or you commit tlie same or different default three or more times
within any 12 montii period, whetiier or not cured after notice; or
you make an assigmnenl for the benefit of creditors or if a
voluntarv' or involunlarv' proceeding is instituted againsi you in
bankmptcv^ or under any other insolvencv' or similar lavv; or you
fail to submit to, or you fail, any dmg or alcohol testrequiredby
Malco.
i.
Frandiisee's
obligations on
termination or
nonrenewal
Article 11.5
You must cease using Malco's marks and tiie System; remove
Mateo's marks and logos from your Mateo imck; pay vvliat you
owe Malco pursuani lo the Distribulorship .Agreement including
interest on your Open Purehase Account's balance; provide
Mateo with all inventory and fmancial infonnation for last 12
months; provide Malco with all customer information; and remm
all printed maierials. software and manuals Mateo provided vou.
j.
Assigmnenl of tiie
contract by
franchisor
Article 10.5
Norestrictionon Malco's right to assign
k.
'Transfer" by
franchisee - defined
Article 10.1
Transfer of ai^- interest in the Distributorship or substantially all
of vour Distributorship assels
1.
Franchisor approval
of transfer by
franchisee
Article 10.2
Malco must approve in advance and in wriiing any transfer made
by you but will not unreasomibly vviilihold its conseni
ni.
Conditions for
franchisor approval
of transfer
Article 10.2
You arc not in default and pay all money owed to Mateo pursuani
lo the Distribulorship Agreement; you sign ajoint and mutual
generalreleasevvith Mateo, tiie Inmsferee meets Mateo's
standards: the transferee successfully completes the New
Distributor Training Program; and you and Ihe transferee
complete all nccessar>' assignments and oilier legal documents.
Malco may also rely on any olherreasonablecondilions in
dctennining whether lo approve the transfer.
Franchisor's right of
first refusal to
acquire franchisee's
business
Not applicable
NoLappJicable
Maico FDD-'PK ?-;i:?i-fs2.17.66.6
37
_aii3/2.9-'lti
Provision
Section in
Distributorship
Agreement
Summar\
0.
Franchisor's option
lo purchase
franchisee's
business
Not applicable
NoLapplicable
p.
Death or disabilil>of franchisee
Article 11.4
The death of tlie Distributor is grounds for default and
termination of the Distributorship Agreement. You will not have
the right to cure if you are disabled to the extent tlial you cannot
perform such obligations contained in the Distribulorship
Agreement for a period of six consecutive months, or if you die.
q.
Noncompetition
covenants during
die tenn of tiie
franchise
Article 11.8
During the tenn of the Agreement, the Distributor and Spouse
must promise that the Distributor, Spouse, the Distributors
employees and the immediate family members oftiieDistributor
and Spouse will not engage in any activities in direct or indirect
competition with Malco, including witiiout limitation, a business
that manufactures, sells, and/or distributes any products that arc
the same as or similar to the Products, and will not sell or attempt
lo sell to any customers or Potential Customers of the
Distributorsliip any producis that are the same or similar lo the
Products.
Noncompetition
covenants after the
franchise is
tenninated or
expires
Articles 10.6
and 11.8
For one year after the termination of your Distribulorship
Agreemeni, the Distributor and Spouse must promise tliat each of
the DisUibutor Spouse, tiie Distributors einployees and the
immediate family members ofthe Distributor and Spouse will not
sell or attempt lo sell any tools to any customer to vvhom the
Distributor sold Products in Ihe previous 12 montiis. or to any
person or business localed on, or identified in, the List of Calls
and Potential Custoiner Lisl if the Distributor had made any sales
calls to such person or business in the previous 12 months.
Malco encourages nevv Distributors lo obiain a noncompetition
agreemeni from the previous Distributor in cormection vvith a
transfer or assignment of theroute,Ihe business or tiie accounts.
s.
Modification of the
agreemeni
Article 13.5
Any modification must be in writing and signed by both you and
Malco.
1.
Integration/merger
clauses
Article 13.5
The Distributorship Agreemeni is Ihe eniire agreemeni between
vou and Malco,_buljhis provisionj\vilLnol.acl. or.bc interpreted.
asji^disclmuiCLof anv_repKScntat io njnadc J nJlus_Fran_cliisc
Dj sc lo sure_Docuinc nt_orj ts_ex liibi I s_or a i nc iidmciits.
u.
Dispute resolution
by arbitration or
mediation
Article 12
E.xcept for certain claims, all disputes must be arbitrated in
Summit orCuvahosii-Countv. Ohio
V.
Choice of fomm
Article 12.9
Litigation must be in Summit QLCuyaliQsa.Countv, Ohio (See
Note below)
w.
Choice of lavv
Article 13.3
Goveming law vvill be the laws ofthe Stale of Ohio (See Note
below)
Mateo FDD-'PK 544^^2.1766.6
38
fB-Mi-V--^y29L\()
Provisions ofthe Distributorship Agreement giving Malco the right to terminate in the event of your
bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. Sec. 101. et seq.).
Notes
1. If a state law requires any modifications to these provisions of the Distributorship Agreement,
those modifications will be found in Exhibit H, the Stale-Specific Disclosures and State-Specific
Amendments to the Distributorship Agreement.
2. In addition to the provisions noted in the chart above, the Distributorship Agreement contains a
number of provisions that may affect your legal rights, including a mumal waiver of a jur>' u-ial,
mutual waiver of punitive or exemplary damages, and limitations on when claims may be raised. See
the Distributorship Agreement Article 12. Werecommendthat you carefully review all of these
provisions, and all ofthe contracts, with a lav\yer.
(18) PUBLIC FIGURES
Malco does not use any public figure lo promote the Distributorships.
(19) FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC's Franchise Rule pemiits a franchisor to provide infonnation about the acmal or potential financial
performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the
infonnation, and if the information is included in the disclosure document. Financial performance information
lhat differs from lhat included in Item 19 may be given only if (I) a franchisor provides the acmal records of
an exisiing outlet you are considering buying: or (2) a franchisor supplements the infomiation provided in this
Item 19, for example, by providing information about possible performance at a particular location or under
particular circumstances.
Presented beiovv are certain operating results from 1,446.(K15, Distributors in 200R2()j|9, The chart reflects
certain average gross revenue figures, referred to as '"Average Total Completed Business," for the Malco
Distributors, which includes the revenue from the sales of Malco Products and other producis. The
information is segregated into thirds, based on Total Completed Business. The infonnation in the chart is
explained beiovv. Please read carefully all ofthe informaiion in this Item 19, and all ofthe notes follovving the
data, in conjunction with your review of the historical data.
Average Total Completed Business — 2Ot4j{2009
Top 1/3
Middle 1/3
Bottom 1/3
Sa7aj>a^S250.47«
s;448vmsi73.0()f;
No. of Distributors
Above Average
4-24126
No. of Distributors
Above Average
No. of Distributors
Below Average
^4^209
No. of Distributors
Below Average
\lMCo F D D ' P K 5}yv'-ji23"66.6
39
VHAI 57
No. of E)istributors
Above Average
199
No. of Distributors
Below Average
-U^136
ai..i0.0s\i-2'>'lf)
Notes
1. The charts reflect the operaling data for 1.4-56005 Mateo Distributors in the United Slates that were in
business for all of ^00^2009. and lhat reported sales for at least 48 weeks during jOOH2QQ9.. Malco is not
providing, and this chart does not reflect, information regarding Distributors vvho started during -200^2009, or
those vvho left the system or stopped selling Malco products during 2A)(^2Q09. The three groupings of
Distributors (Top 1/3, Middle 1/3 and Bottom 1/3) included 3-36r^36~and-3?7215 Distributors-respee-livelyjn
gjich^gmup.
2. The terminology, "Average Total Completed Business." as used in this chart means the total cash or
revenue a Distributor received during S40>v2009. including sales lax collected, from the sale of all products and
services. This includes revenue from the sale of Mateo Products and products acquired from third parties. The
revenue received by the Distributors is comprised of cash sales. Time Pa>Tnent collections from previous sales,
credits received by the Distributor from the sale of PSA (Purchase Securitv- Agreements, which are installment
contracts; see Item 10 above), cash received based on monthly invoices and customers (usually products sold
lo a shop or business, and not an individual), and rebates based on timely payments for products (see note 3
beiovv). The average is comprised by adding the lotal business for all Distributors in the group, and dividing
that number by the nuniber of Distributors in the group. This does not include any Volume Payment to Terms
bonus, or rebate, payments.
3. The data in the chart is obtained from the Distributors through the MDBS system (see Item 11). As
Distributors purchase producis from Mateo, they also report on sales made and revenue received. A weekly
sales report is generated if the Distributor places an order lo purchase products in a given week. Therefore, the
information in tiie chart is based solely on data received from the Distributors through MDBS. These figures
have not been reviewed or audited by Mateo.
4. Substantiation of the data used in preparing the materials in this Item 19 vvill be made available to you
upon reasonable request.
5. Actual results varv' from Malco Distribulorship lo Malco Distributorship. Your sales, revenue and income
will be affected bv a varietv' of factors, including your sales and marketing skills: your frequency of visits to
aclual and potential customers; efibrts to collect on unpaid invoices or installment contracts; retail prices you
charge for products: discounts you may offer; prevailing economic or market conditions: demographies;
interest rates; your capitalization level; the amount and terms ofany financing that you may secure: and your
business and managemenl skills.
6. Other than revenue figures above, the chart does not include any estimate of, or specific or historic data
regarding, costs, expenses or debts that a Distributor has incurred, or may in the future incur. We cannot
predict or project your costs and expenses. The following is a list of the t>-pes of expenses that a Malco
Distributor may incur:
•
Labor costs, including payroll, taxes and benefits (vvhich may include health and/or life insurance,
vacation, and pension plan contributions) for you, the individual Distributor, or any employee.
•
Cost of goods sold, which includes wholesale cost of products that may be offered.
•
Truck costs, including lease or purchase payments, maintenance, gas, and similar costs.
•
Insurance.
•
Marketing and promotional costs.
Malco F D D ' P K i « ^ 2 3 _ 7 6 6 . 6
40
i^-.UWW3--2i)i](!
The types of expenses, and the amount of costs and expenses, are likely to var>' from Mateo Distributor to
Mateo Distributor and from lisl of calls to lisl of calls. These may not be all of the expenses that you m ^ '
incur.
7. Prospective distnbutors should be aware that in evaluating a fmancial performance representation or an
eamings claim that includes revenue or sales figures only, or does not include all costs of goods sold, operating
expenses, and other expenses, that costs and expenses must be deducted from the gross revenue or gross sales
figures to obtain net income or profit. This Item 19 financial performance representation does not include net
income or profit.
8. The information in this Item 19 refiects the aggregate resuhs of 1,4-56005. Mateo Distributors. It is not a
representation or guarantee that you will or may achieve any particular level of revenue, sales, or profits in the
operation of your Distributorship. We cannot estimate or predict the results that you may experience as a
distributor. You are strongly advised to conduct an independent investigation of this opportunity to evaluate
the expected or potential costs and expenses you vvill incur as a Mateo Distributor. You should consult your
attomey, accountant, and other professional advisors. Also, current and former Distributors listed in this
Disclosure Document may be one source of information.
9. Except as disclosed above, we do not make any wTitten or oral representations or statements of actual,
average, projected, or forecasted sales, profiis, or earnings to prospective distributors. We do noi fumish any
oral or other vvritten information conceming the acmal or potential sales, costs, or income of your business.
We do not authorize any person representing us to fumish this type of information or to represent or estimate
to prospective distributors, any dollar figures relating to a distributor's operation. You understand that ifyou
receive any unauthorized representations as lo eamings, sales, profits, or prospects or chances for success, you
should not and vvill not use or rely on any representations as you consider your purchase of a Malco
Distribulorship.
(20) O U T L E T S A N D F R A N C H I S E E I N F O R M A T I O N
As of December 31, 20082009, Malco had 1,443462 operational Mateo® Distributorships and no companyowned Matco-E' Distributorships. The follovving tables provide information conceming the Matco(^>
Distributorships by stale:
Table 1
Svstemwide Outlet Summarv
For vears ^tiM'i-2tMm2007-2009 (Note 1)
Outlet Type
Franchised
Company-Owned
Total Outlets
Malco FDD.'PK i^!!:xL^2.176r .6
Year
Outlets at the Start
of Ihe Year
Outlets at the End
of the Year
Net Change
24«i62im
4453^1490
44^01479
3Û)
3W20M
44mi4iy)
447-9144?
(H4.36)
2imnm9
+4^.1441
444^^.1462
(36^.1.2
200621102
0
0
0
2W2008
0
0
0
204X2009
0
0
0
44^1479
3^.11)
2(M»62007
41
g3"i>>-',*iJ.^.^29-Kt
3W>72008
449ai47i
447-9-1443
(44436)
30tm2009
44^1443
4443-1462
(36).IJ2
Notes:
(1)
All numbers are as of thefisealyear end. Eachfiscalyear ends on December 31.
Table 2
Transfers of Outiets from Franchisees to New Owners (other than the Franchisor)
For years 30§62imi to m m i i m (Note 1)
State (Note 2)
Arizona
Gajifarniii A rkan sas
Year
Number of Transfers
30062QQ2
02
2W2DM
2
34)082009
34
30t)62MI
0
3OO?2008
40
01
UimeijiCalifttmia
14MH'ji»»» Ctt lo ra (Itt
20062M2
01
2oo72im8
40
3O0821M12
0
2IH)621Mi2
0
30
ab4ttrnnnecticut
TesrtsBttrida
\Vis<-o»smGeor*îa
T^KidUlinois
Indiana
Malco FDD'PK
<2.>766.6
200X2009
01
30062007
0
3o(»72mm
40
301*82009
01
30062007
0
30072008
40
3Wt82im
42
30062007
0
30072(108
40
3008200a
02
3*m62002
01
3tm^200S
90
30*>X200a
32
2007
0
42
State (Note 2)
Louisiana
Michifân
Minnesota
Montana
New Jcrsev
New Mpvirn
New York
Qhitt
Penn*«vlvania
Texas
Vir«inia
Malco FDD-TK ?+i^2.1766.6
Year
Number of Transfers
2008
0
2009
1
2007
2
2008
0
2009
1
2007
0
2008
a
2009
2
2007
0
2008
0
2009
2
2007
0
2008
0
2009
1
2007
0
2008
0
2009
1
2007
0
2008
0
2009
1
2007
0
2008
0
2009
5
2007
1
2008
0
2009
0
2007
0
2008
0
2009
1
2007
1
2008
1
2009
4
2007
0
2008
0
43
i^.^mip.i.'29.'10
Year
State (Note 2)
Washinf>;ton
Wisronsin
Number of Transfers
2009
1
2007
0
2008
0
2009
2
2007
1
2008
0
2009
a
2007
iQlal
2008
i
2009
i5
Notes:
(1)
(2)
All numbers are as of the fiscal year end. Eachfiscalyear ends on December 31.
States not hsted above did not have any activit\' or distributorships during these three years.
Table 3
Status of Franchised Outlets
For years 2tM»6200I to 3O0S2O0*> (Note 1)
Year
State
Alabama
Outlets at
Start of
Year
Arizona
,
Terminations
3-1
300620
02
Alaska
Outlets
Opened
NonRenewals
Reacquired
by Franchi.sor
Ceased
Operations
Olher
Reasons
Outlets al
End of
the Year
^2
44i^
3*M)720
OS
L>lfi
34.
I
2
1644
300820
09
46J4.
43
4
JE
4417
300620
02
7
2
1
7
300720
7
'>
X.
2J..
75
2*MJ820
09
7-5.
4
4
5
300620
01
3438_
407.
20t^32ii
^17
-J.5
68
2
^^2
08
Mateo FDD'PK i W ^ 2 . ^ 766.6
44
State
Arkansas
Year
Outlets at
Start of
Year
Outlets
Opened
Terminations
300820
02
5741
4-57
2
24*0620
02
17
24M)720
4718.
NonRenewals
Reacquired
by Franchisor
Ceased
Operaiions
Olher
Reasons
Outlets al
End of
the Year
7
4341
^3
52
47B
35
24
4812
5
-^1
4^21
m
300820
02
Califomia
4-94.125.
3327
X2
1
3625
495194
4^.194
3712
36
+2
3426
494177
34H»X20
02
494122
4^M
62
2621
-177.165.
304*620
44M
-^1
1
1
441^
304*720
08
4415
3
4
I
4^12
200820
02
-1-512
31
1
17
200620
07
i^24
67.
1
S5
3421
300720
08
2425
76
1
5
3-526
2-0(m20
02
3526
-1
^1
361L
300620
02
43
1
1
3
300720
08
3
4
I
^2
24M»820
02
3-2
I
21
30*t620
02
0
0
300720
08
0
0
300«20
02
0
0
34MJ620
ai
304*720
as
Connecticut
Cobrado
Delaware
Dis rict of
CoLimbia
4
ai
.Mateo FDD PK > l ^ i x 2 : 706.6
45
•^yi-yv.i
State
FloHda
Year
Outlets at
Start of
Year
Outlets
Opened
Terminations
34m620
02
H2§9
4811
42
+î2
37
24MJ720
OS
Gei rgia
Illirois
Ind ana
Iowa
Ceased
Operations
Other
Reasons
Outlets at
End of
the Year
10
8920
^S2
4*082
4^17
72
4^14
S381
300620
02
**"52
*^
4
46
59
300720
08
59
68
3
62
5955
^*2
31
"^B
^51
01
610
56
300620
02
300720
08
Idaio
Reacquired
bv Franchisor
300820
02
300820
09
Ha"vaii
NonRenewals
52
1
4
-w.u
24
4
1
11
4-
05
4011
300820
02
4tJJl
300620
02
SIO
30t>720
OS
4«11
6
53
448
300820
02
14^
I
3
82
24M»620
02
7482
-1^5
200720
08
Ji280
300820
02
**"M2
4412
3O(t620
07
3.>36
300720
08
1
1
65
^*2M
1-
4
59.
mu
1
^2
8386
-^6
4
H
3638
3638
^2
1
^1
3832
34M)820
02
3J*12
73
1
71
3-38
30(t620
02
3«1.7
42
^3
-1716
24i0720
1-716
2
1 Mateo FDD/PK îi^-îr06.6
4617
46
^?:2? It)
Slate
Year
Outlets at
Start of
Year
Outlets
Opened
Terminations
300820
02
4612
34
20**620
02
431^
300720
08
4514
30082a
02
4412
304K*2a
02
3422
^5
1
300720
08
3324
51
4
34M*820
02
3421
+1
]
30062Q
02
16
300-720
08
4614
42
300820
09
14
33
3**4*620
02
3
4
300720
08
3
200820
02
3
300620
02
-3335
5
1
300^20
08
35
H
NonRenewals
Reacquired
by Franchisor
Ceased
Operations
Other
Reasons
Outlets at
End of
Ihe Y'ear
42
4712
1
4414
1-
^1
4412
4
4
4315
3-
3324
1
1
^21
4
1
3324
m
Kansas
Kertucky
Louisiana
Ma nc
Ma ^ land
204*820
02
Ma-isachusetts
300620
02
17
34*4*720
08
.1.712
300820
02
-1^]0
Malco FDD-ZPK >i>^2,\766.6
2
2
36
14
1
31
44.15
4
3
3
1
^2
1
33
35
1
4
31
341L
4
+2
1
42
3-4-26
4
2
-1-1
4^12
1
31
42.ni
4
1
44111
_\
2
47
y.:i_U;:(;ii3'29 10
^latc
Mii^higan
Minnesota
Mississippi
Year
Outlets at
Slart of
Year
Outlets
Opened
Terminations
300620
02
5fy5
^41
34*0720
08
4552
300820
02
NonRenewals
Reacquired
by Franchisor
Ceased
Operations
Other
Reasons
Outlets at
End of
the Year
4
4
4552
448
2
•î
^350
5350
811
33
85
5055
300620
02
3430
^
2
6
3026
300720
08
3026
-H
64
3622
300820
02
3622
^2
1
•^1
3730
20**620
02
4"11
2
1
4412
34*072a
4412
33
1
1_
1
12
12
H
-1
-1-
1
•L215
2
I
-^2
34*22
as
34M*820
a2
Mi^'souri
Mo ita n a
Net raska
Nev ada
300620
02
4-122
300720
08
34*22
3
31
1
33
3^25
300820
02
37-25
3
1
I
42
3^24
34*4*620
02
5
4
4
1
H
300720
OS
54
4
4
3O0820
02
4
1
1
4
34*4*620
02
4
1
4-
45
24*4*720
OS
45
42
1
56
20**820
02
56
3-3
J-
<>2
300620
07
4411
1
4
•^Yl2
3**4*720
4312
1
3
4310
766.6
1 Malco FDD'PK ?44^2.1
1
48
^yi'jiu)
State
Year
Outlets at
Start of
Year
Outlets
Opened
300820
02
42-m
300620
02
402
300720
OS
Terminations
Ceased
Operations
Other
Reasons
Outlets at
End of
Ihe Year
4
3-
10
3
+2
^2
91
2
^5
300820
02
75
3
5
20**620
02
4345.
+2
1
2
31
4511
300720
08
4541.
32
42
3
42
4432
304*820
02
4412
-*-3
2
^
3-731
30062Q
02
+2M
H
31
44J2
200720
OS
4412
45
42
4^15
300820
02
4^15
^1
^2
4T\16
34*4*620
02
^761
•^1
1
^2
6360
3OO?20
OS
6360
-1-2
•93
64*56
24*4*820
02
64*56
31
4S
âi
24*0620
02
54
-tl
^5
54
300720
OS
54
32
5-7
300820
02
5451
21
74
-5452
300620
02
3-2
4
2
34M*72a
08
2
30082Q
02
2
NonRenewals
Reacquired
by Franchisor
as
Nev
Hampshire
Nev Jersey
NevMedco
Nev York
No-th
Ca-olina
No-th
Dakota
.Mateo FDD-H'K 5]yo!<2.^ 766.6
^
8
6
2
1
49
Stale
Oh 0
Ok ahoma
Year
Outlets al
Start of
Year
Outlets
Opened
Terminations
300620
02
54^
54.
-1^2
24*4*720
^5*^2
+2
3
51
47^1
20**820
02
47il
-75
1
31
51
-^2
-1-^12
4^^
300620
02
304*720
08
1412
Reacquired
by Franchisor
Ceased
Operations
Olher
Reasons
Outlets al
End of
the Year
5042
35
3OO820
02
Ori-gon
NonRenewals
-5
1
21
1
+2
^1
13
42
4
4^11
300720
08
-iîL
31
4
11
304*820
02
11
41
41
4413
300620
02
4 ^
95
2
-26
4-744
3(*O720
08
4 ^
53
31
4 ^
300820
02
4442
?1
1
42
204*620
02
4011
I
441^
300720
OS
4410
i
300820
02
10
42
34*4*620
02
3^2
304*^20
OS
2
34***820
02
2
1
2-1
3O0620
02
44jl
1
4415
34*0720
-1415
-1
4516
304*620
a2
Pernsylvania
Puerto Rico
Rh..de
Ishjid
South
Ca~olina
Mateo F D D ' P K #4*M52.V7C?(;.<i
4
4
1
1
10
. 4
4011
4
2
2
2
1
50
State
Year
Outlets at
Start of
Year
Outlets
Opened
Terminations
NonRenewals
Reacquired
by Franchisor
Ceased
Operations
Other
Reasons
Outlets at
End of
the Year
300820
02
4516
2
+2
4
4^42
200620
02
-^•1
42
1
31
300720
OS
34
2
4
46
08
South
Dakota
6
300820
02
Ter nessee
304*620
07
3627
300720
3726
4
1
34
^26
I
+2
2622
OS
Te>as
UtUi
304*820
02
36^
62
+2
34
2^30
300620
02
433124
4722
I
4612
4341J9
204*720
OS
4-24129
21
15
4491.38
300820
02
449.13,8
3523
4
15
4^146
34*1*620
02
13
3
5
13
300520
13
3
^X
•1^45
431^
31
+2
4^14
H
•i:
2
^1
as
20**82a
a2
Vermont
30062a
a2
Virginia
30072a
08
+2
2
24)t*820
02
2
2
300620
02
3618
4
2
^5
3^31
304*720
08
3ii35
45
2-1
5
3514
34*0820
02
3534
^2
4
53
3433
Malco FDD'PK ?4>^23766,6
51
State
Washington
We^t
Virginia
Year
Outlets at
Start of
Year
Outlets
Opened
Terminations
300620
02
34)11
95
4
24*4*720
08
4433
200820
02
4335
200620
02
6
Wj )ming
Totals
Reacquired
by Franchisor
Ceased
Operations
Other
Reasons
Outlets at
End of
Ihe Year
-^1
4433
32
4-11
304*720
08
Wi: consin
NonRenew als
1
96
3^31
1
1
^1
4
4
1
+2
300820
02
1
1
204*620
02
4415
7
4-
2
56
4544
300720
08
4511
7
1
^
62
4411
304*820
02
4443
76
4
^2
4312
300620
02
34
42
20O"2O
08
46
3
1
65
300820
02
65
4
1
>2
24*1*620
02
44531490
^21i
2415
300320
OS
-14.94)1479
34-9213
300820
02
44791443
3442J.5
46
4311
3H
0
^J82
449ai_422
^2
0
487200
44591443.
71
0
34*0.152
44431462
Notes:
(1)
All numbers are as of the fiscal year end. Each fiscal year ends on December 31.
Table 4
M;ilco F D D ' P K ^ ^ ¥ ^ 2 . 1 7 6 6 . 6
52
ii^3'2y'10
Status of Company-Owned Outlets
For years 30062007 to 3008
2009
Statt'(Nntel)
Year
Outlets at
StarLiif
the Year
DulktS
Onened
Reacquiml
From
Franchisee
ilulkts
M:)ss:irhi).srfts
fNnte 2*
2002
0
0
0
2008
0
0
2002
_0
2002
Totals
Oulkts
Sold to
Franchispe
Outlets at
End of the
Year
0
0
0
0
0
0
0
0
0
0
0
0
0
Q
0
0
0
0
2008
0
0
0
0
0
0
2002
0
0
0
0
0
0
Nojes:
.,S.tates.nQtljstcd.did_noLhavejuiv_actiYitiesj3Uticls,or_distrib.utQt^hips.
Âs of March 344^4*0915. 20J^0. there are no6 company-ovvned outlets_(.vvhiclLare_distabutQ0lhip rou
OBenilcdJby Malco emplovêj)Jn iMassachusclls. Tlierc_\veie_iiQiieJ.a.aniistate, in 2007^2008 and 2009.
Table 5
Projected Openings As Of December 31,3008Toi-2009 imL2010.(Nole 1)
Stale
1
1
1
1
1
Franchise Agreements
Signed But Outlet Not
Opened
Projected New
Franchised Outlet In
The Next Fiscal Year
Alabama
Alaska
Arizona
Arkansas
California
Connecticut
Colorado
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentuckv
Louisiana
Maine
Marvland
Massachusetts
Malco F D D ' P K ?4>M^:.1766.h
3
2
4^.11.
3
4514
5
6
2
2
44*9
7
2
2
408
5
3
4
4
5
2
5
5
53
Projected New
Company-Owned
Outlet In The Next
Year
6
State
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersev
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsvlvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total
Franchise Agreements
Signed But Outlet Not
Opened
Projected New
Franchised Outlet In
The Next Fiscal Year
0
6
6
5
5
3
3
3
3
8
4
6
5
2
5
5
5
6
2
2
4
2
5
4614
3
2
5
86
2
5
0
35(4240
Projected New
Com pany-O wned
Outlet In The Next
Year
Notes:
(1)
Forthe fiscal year begirming January 1,3*Kt92010.
Attached as .Appendix B is a list of the addresses and telephone numbers of our Active Distributors. Attached
as Appendix C is a list containing the name, cilv' and state, and current business telephone nuniber or last
known home telephone nuniber of everv dislribulor whose Malco Distributorship has, vviihin the one-year
period immediately preceding December 31, 34*4*X2009, been temiinated, canceled, not renewed, or vvho has.
during the same period, otherwise voluntarily or involuntarily ceased to do business as a Malco distributor, or
who has not communicated with Malco during the Icn-vveek period preceding the date of this Disclosure
Docunient. (Mateo's record of ''no communication" indicates distributors for whom there have been no
purchases fiom Malco during the six-week period ended December 31, 34)OR2(K)y.) I f y o u buy a Malco
Distributorship, your contact information may be disclosed to olher buyers when you leave the franchise
system.
No distributors have signed a confidentialitv' clause in a distributor agreement, settlement or other contract
vvithin the last three years that would restrict their abilitv to speak openly about their experience vvith Malco
Tools.
Mateo FIJD'PK
^lJ^2.m<-.6
54
yA-^Tiiw''^3.^29']0
As of the date of this discIosiu"e document, there are no Mateo Distributor associations in existence regardless
of vvhether or.nQtlhev use our trademark-omot.
As_notedJnJtemJ_abo.>:e^MatCQ,currentiY^lias_a,p_olicv-underAvhichJt_\v
fie_e_to_an_existing distributor for re ferri ng.a.pro_spe_ct who becomesâ Malco jislributor.
(21) FINANCIAL STATEMENTS
Attached as Appendix A are:
(1)
The audited financial statements of Mateo for the periods ended December 31, 2W82009, December
31, 304472008, and December 31, 2^062007 whieh includes the balance sheets for the periods ended
December 31, 34)OST-Deeember->-W4OO72009 and December 31. 3O06T2008 and the related statements
of eamings, stockholder's equitv and cash flows for each ofthe three vears ended December 31.2009,
2008,24407ând 3f4062002(22) CONTRACTS
Attached to this Disclosure Document as Appendix D is the Malco Tools Distributorship Agreenient, with the
follovving exhibits attached thereto:
Exhibil
Exhibil
Exhibil
Exhibit
Exhibit
Exhibit
A
B
C
D
E
F
E.xhibit G
E.xhibii H
Exhibil I
Exhibit J
E.xhibii K-1
Exhibil K-2
Exhibil L
Exliibit .M
Exliibit N
Exhibit 0
Exhibil P
Exliibit Q
Lisl of Calls and Potenliai Customer Lisl
[Reserved]
Installment Promissorv' Note
Securitv' Agreenient
Distributor's Purchase-Security Agreemeni Credit Assignment Agreement
Addendum and Guarantv' to Distributor's Purchase-Securilv' Agreemeni
Credil Assignment Agreement
Purchase Money Securilv' Agreement
Purchase Money Securiiy - Master Agreement
End User's Credil Application Subject to Malco Tools/P.S.A. Credit
Approval
Distributor's Purehase Securitv- Agreemeni Recourse Credil Assignment
Agreement
Purchase Money Securiiy Agreement - Nevv Tech Recourse
Purchase Money Securitv' Agreement - Gold Recourse
Distributor Lease Agreement
Shop Owner Lease .Application
Equipment Lease Agreemeni
Malco Distributor Business System Software License, Maintenance and
Support Agreement and Infomiation Fomi
Guarantee, Indemnification, and Acknowledgment
Malco Tools Web Page Agreement
Attached to this Disclosure Document as Appendix 1 is the Malco Distributor Consent to Alcohol and Dmg
Testing form.
(23) RECEIPTS
The last page of this Disclosure Document is a detachable acknowledgement of receipt.
Malco F D D ' P K ? « ^ 2 3 7 : 6 6 . 6
y,-^î44iii3:29/]0
MATCO TOOLS
APPENDIX A: FINANCIAL STATEMENTS
Mateo FDD'PK .ÎX'^.^.A-1-
a;aa.a'^23766.6
3 29'10
CONSOLIDATED
FINANCIAL
STATEMENTS
NMTC, Inc. and Subsidiaries
Years Ended December 31, 2009, 2008 and 2007
With Report of Independent Auditors
E r n s t s Young L L P
N M T C , Inc. and Subsidiaries
Consolidated Financial Statements
Years Ended December 31, 2009, 2008 and 2007
Contents
Report of Independent Auditors
1
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Eamings
Consolidated Statements of Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1003-1137048
2
3
4
5
6
|!ll"""
Ernst & Young LLP
621 East Pratt Street
Baltimore, Maryland 21202
Tel:+1410 539 7940
Fax:+ 1410 783 3832
wv.'w.ey.com
Report of Independent Auditors
To the Sole Stockholder of
NMTC, Inc.
We have audited the accompanying consolidated balance sheets of NMTC, Inc. and subsidiaries
(a Delaware corporation and a wholly-owned subsidiary of Mateo Tools Corporation) as of
December 31, 2009 and 2008, and the related consolidated statements of eamings, stockholder's
equity and cash flows for each of the three years in the period ended December 31, 2009. These
financial statements are the responsibility of the Company's management. Our responsibilit>' is
to express an opinion on these fmancial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Company's intemal control over fmancial reporting. Our audits
included consideration of intemal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects,
the consolidated financial position of NMTC, Inc. and subsidiaries as of December 31, 2009 and
2008, and the consolidated results of their operations and their cash flows for each of the three
years in the period ended December 31, 2009 in conformity with U.S. generally accepted
accounting principles.
March 9,2010
1003-1137048
A rr.eir.li:r T ' l n c l ZtnV. 6 Yeuf.g C-'^L.^l Liniil.v.l
Consolidated Balance Sheets
(In Thousands, except share data)
December 31
2009
Assets
Cash
$
Accounts receivable, less allowance for doubtful accounts of $307 and
$316 in 2009 and 2008, respectively
Current portion of notes receivable, less allowance for credit losses of $53
and S48 in 2009 and 2008, respectively
Current portion of purchase security agreements receivable, less allowance
for credit losses of $1,071 and $1,066 in 2009 and 2008, respectively
Inventories
Prepaid expenses and other current assels
Total current assets
Intercompany advances, net
Property, plant, and equipment, net
Investment in related party
Investment in Danaher Finance Company
Notes receivable, less allowance for credit losses of S403 and $275 in 2009
and 2008, respectively
Purchase security agreements receivable, less allowance for credit losses of
$1,134 and $1,183 in 2009 and 2008, respectively
Total Assets
$
592
2008
$
295
19,606
20,912
3,382
3,207
68,437
8,644
2,512
103,173
70,507
11,552
1,118
107,591
234,467
5,892
1,560
77,500
202,454
6,084
1,573
77,500
25,744
18,236
72,501
520,837
$
78,307
491.745
Liabilities and Stockholder's Equity
Trade accounts payable
Accrued expenses
Deposits
Taxes payable
Current portion of deferred tax liability
Total current liabilities
14,887
6,246
3,998
22,255
465
47,851
15,664
3,984
3,420
23,647
5,898
52,613
Long-term portion of deferred tax liability
Total Liabilities
1,535
49,386
1,290
53,903
33,316
435,563
178
469,057
2,394
471,451
520,837
32,547
403,805
(14)
436,338
1,504
437,842
491,745
Common stock, SO.Ol par value; 1,000 shares authorized; 100 shares
issued and outstanding
Additional paid-in capital
Retained eamings
Accumulated other comprehensive income (loss)
Total NMTC, Inc. and subsidiaries stockholder's equit>'
Noncontrolling interest
Total Stockholder's Equity
Total Liabilities and Stockholder's Equity
See accompanying notes.
1003-1137048
$
$
Consolidated Statements of Eamings
(In Thousands)
Years Ended December 31
2009
2007
2008
Net sales
Other revenues
Total revenues
S
Cost of sales
Selling, general and administrarive expenses
Related party fees and expenses
Total expenses
Eamings before income taxes
Income taxes
Consolidated net eamings
Less: Net eamings (loss) attributable to
noncontrolling interest
Net eamings of NMTC, Inc.
1003-1137048
$
256,241 $
31,342
287,583
278,738
32.309
311,047
128,398
41,697
43,579
213,674
142,277
42,542
37,031
221,850
152,482
45,471
42,800
240,753
49,715
17,067
32,648
65,733
24,700
41,033
70,294
25,562
44,732
(239)
41,272 S
7
44,725
235,481
27,908
263,389
890
31,758
$
$
Consolidated Statements of Stockholder's
(In Thousands)
Equity
NMTC, Inc. Stockholder
Common Stock
Balance at December 31, 2006
Net eamings
Increase from translaiion of foreign
financial statements
Capital contribution from Danaher
Corporation related to share-based
payments
Capital contribution of TvT^'ITC Holdings
ULC to Joslyn KSULC
Net eamings
Decrease from translation of foreign
payments
Net earnings
Increase from translation of foreign
payments
Additional PaidIn Capital
Retained Earnings
S
S
31,189
317,801
44,732
Accumulated Other
Comprehensive
Income (Loss)
Non-Controlling
Interest
87
349,077
44,732
146
146
637
31.826
637
362,533
41,272
233
1,743
1,743
(239)
(247)
721
32.547
403,805
31,758
(14)
435,563
178
1,743
396,335
41,033
(247)
1,504
890
721
437,842
32,648
192
192
769
33,316
Total
2,394
769
471.451
1003-1137048
Consolidated Statements of Cash Flows
(In Thousands)
Years Ended December 31
2008
2007
2009
Operating Activities
Net eamings
Adjustments to reconcile net eamings to net cash
provided by operating activities
Depreciation
Share-based compensation expense
Decrease (increase) in investment in related party
Deferred income taxes
Decrease in accounts receivable, net
Decrease (increase) in notes receivable, net
Decrease in inventories
(Increase) decrease in prepaid expenses and other
current assets
Decrease in accounts payable
Increase (decrease) in accrued expenses
Increase (decrease) in deposits
(Decrease) increase in taxes payable
Net cash provided by operating activities
S
Investing activities
Purchases of property, plant, and equipment
Proceeds from sale of property, plant, and
equipment
Net cash used for investing activities
32,648
S
41,033
774
721
219
1,053
921
(985)
263
823
637
(49)
7
955
(9.977)
422
(1,394)
(777)
2,262
578
(1,392)
32,723
166
(411)
(3,731)
(59)
(553)
39,411
1.303
(2,047)
(169)
(462)
1.839
38.014
(605)
(685)
(252)
(605)
(685)
30
(222)
(32,013)
(32,013)
(38,463)
(38,463)
(38,972)
(38,972)
Effect of exchange rate changes on cash
192
(247)
Net increase (decrease) in cash
Cash, beginning of year
Cash, end of year
297
295
592
16
279
295
1003-1137048
S
44,732
797
769
13
(5,188)
1,306
193
2,908
—
Financing activities
Advances to Parent, net
Net cash used in financing activities
Supplemental disclosures
Cash state income tax payments, net of refunds
$
797
$
898
146
(1,034)
1,313
279
$
1,318
Notes to Consolidated Financial Statements
December 31,2009
1. Basis of Presentation
NMTC, Inc. d/b/a Mateo Tools (the Company) is a wholly-owned subsidiary of Mateo Tools
Corporation. Mateo Tools Corporation operates as an indirect wholly-ovmed subsidiary of
Danaher Corporation (Danaher). NMTC, Inc. is a national manufacturer and distributor of high
quality professional mechanic tools.
During 2005, NMTC, Inc. organized wholly-owned subsidiaries NMTC Holdings ULC and
NMTC Partners Inc. as entities in Canada to operate Mateo Tools Canada, formerly NMTC
Canada, to do business in Canada as a distributor of high quality professional mechanic tools.
On December 1, 2007, NMTC Holdings ULC, and its related ownership interest in Mateo Tools
Canada, was merged into Joslyn NSULC, a wholly-owned subsidiary of Joslyn Holding
Company, which is a wholly-owned indirect subsidiary of DH Holding Corporation. The
investment in related part>' on the balance sheet relates to the merger and includes a note
receivable from NMTC Holdings ULC and an investment in Joslyn NSULC. On December 1,
2009, Joslyn NSULC changed its name to AB Sciex ULC. The results of operations of Mateo
Tools Canada are included in the financial statements of NMTC Inc., as NMTC Inc. maintains
control of the daily operations of Mateo Tools Canada.
2. Summary of Significant Accounting Policies
Revenue Recognition
In order for sales to qualify for revenue recognition, there must be persuasive evidence of a sale,
delivery must have occurred, the price to the customer must be fixed and determinable, and
collectibility of the balance must be reasonably assured. The Company's standard terms are FOB
Shipping Point and, as such, the Company principally recognizes revenue for product sales upon
shipment. Product returns and customer allowances are estimated based on historical experience.
The Company providesfinancingto certain of its customers. The sale of the underlying financed
product is recorded as noted above. The note receivable for the outstanding customer balance is
classified as a current and non-current asset based on terms, which range up to 120 months.
Other Revenues
Other revenues consist primarily of eamings from financial ser\'ices as the Company provides
financing to certain of its customers. Interest bearing notes mature through 2019. Interest income
is recorded as eamed and interest rates on these receivables range between 6.25% and 22.5%.
1003-1137048
N M T C , Inc. and subsidiaries
Notes to Consolidated Financial Statements (continued)
2- Summary of Significant Accounting Policies (continued)
Accounts Receivable, Notes Receivable and Allowance for Doubtful Accounts
The Company's receivables consist of the following:
•
Accounts receivable - There are transactions within this balance relate to trade
receivables duefromfranchisees and commercial customers.
•
A'Otes receivable - This consists of notes receivable from franchisees to fijnd their inifial
investment.
•
Purchase security agreements receivable ~ This includes loans to the franchisees'
customer network. Collateral for these receivables typically consists of the business
assets of the customer.
All receivables are carried at face value less an estimated allowance for doubtful accounts and
credit losses. Risk of loss for expected future uncollectible receivables is substanfially covered
under an insurance policy issued by Danaher Insurance Company. See Note 5 - Related-Party
Transactions. The Company maintains an allowance for estimated losses not covered by its
insurance policy resulfing from the inability of the franchisee, customers and franchisee
customers to make required payments. The allowance is established and periodically revised
based upon known bad debt risks and estimates of potential uncollectable accounts and notes
receivable based upon past loss history, payment practices and economic conditions. Estimating
losses is inherently uncertain because the amount of such losses depends substantially on the
financial condition of the Company's customers, and the Company typically has limited
visibility as to the specific financial state of its customers. If the financial condition of the
Company's customers were to deteriorate beyond estimates, resulting in an impairment of their
ability to make payments, the Company would be required to write off additional receivable
balances, which would adversely impact the Company's net earnings andfinancialcondition.
1003-1137048
2. Summary of Significant Accounting Policies (continued)
Inventory
Inventories are stated at the lower of cost or market value.
The inventory valuafion methods used by the Company are as follows (in thousands):
December 31
2009
2008
Last-in,first-out(LIFO) method
First-in,first-out(FIFO) method
S
$
5,147
3,497
8,644
$
$
7,001
4,551
11,552
If the FIFO method had been used for inventories valued at LIFO cost, such inventories would
have been $ 1.5 and $ 1.3 million higher at December 31, 2009 and 2008, respecfively.
The major classes of inventory are summarized as follows (in thousands):
December 31
2009
2008
Finished goods
Work in process
Raw materials
S
$
8,232
28
384
8,644
$
$
11,061
47
444
lh552
Intercompany Advances, net
Intercompany Advances is the net non-interest bearing balance of all prior and current year
transfers between NMTC, Inc. and Danaher and its affiliates. See Note 4 - Related Party
Transactions for a discussion of these transacfions.
1003-1137048
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost. The provision for depreciation has been
computed by the straight-line half year method based on the following estimated usefiil lives:
Building and improvements
Machiner>% equipment and software costs
15-40 years
3-10 years
The major classes of property, plant and equipment are summarized as follows (in thousands):
December 31
2009
2008
Land and improvements
Buildings
Machinery, equipment and software costs
Less accumulated depreciation
Property, plant and equipment, net
$
$
860 $
7,060
17,926
25,846
(19,954)
5,892 S
860
7,065
17,518
25,443
(19,359)
6,084
The costs of significant improvements are capitalized. Cost of normal repairs and maintenance
are charged to expense as incurred.
The carrying value of the Company's assets are reviewed when events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If it is
determined that an impairment loss has occurred based on current and future levels of income
and expected future cash flows as well as other factors, an impairment loss w'ould be recognized
in the Consolidated Statement of Eamings. The Company believes no such impairments existed
at December 31, 2009 or December 31, 2008.
Product Warranty
Risk of loss for expected future product warranty expense is substantially covered under an
insurance policy issued by Danaher Insurance Company. See Note 4 - Related-Part)'
Transactions.
1003-1137048
2. Summar>' of Significant Accounting Policies (continued)
Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The Company bases these estimates on historical
experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilifies that are not readily apparent from other sources. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash, accounts receivable, notes
receivable, and purchase security agreements. The Company believes that the carrjîng value of
the cash and accounts receivable approximate their fair value at December 31, 2009. The fair
value of the notes receivable and purchase security agreements were $28.6 million and $143.4
million, respectively, as of December 31, 2009.
Shipping and Handling
Amounts billed to customers for shipping and handling costs are included as a component of
sales. Cost incurred by the Company for shipping and handling are included as a component of
cost of sales. In 2009, 2008 and 2007, the Company incurred shipping and handling charges of
$9.3 milhon, $11.5 million, and $13.7 million, respectiveiy, that were recorded in "Costs of
goods sold" on the accompanying Consolidated Statements of Eamings.
Income Taxes
Income taxes are accounted for using the liabilit>^ method. This method recognizes the taxes
payable or refundable, for the current year, and the recording of deferred tax assets and liabilities
for future tax consequences that have been recognized in the Company's financial statements.
The measurement of current and deferred tax assets and liabilities is based on provisions of the
enacted tax law. The effects of fuiure changes in tax laws or rates are not anticipated. The
measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits
that, based on available evidence, are not expected to be realized.
1003-1137048
10
New Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated
Financial Statements." This standard is included within the FASB Accounting Standards
Codification at ASC 810 "Consolidation." The new requirements were adopted by the Company
on January 1, 2009. The standard changes the accounting and reporting for noncontrolling
interests (formerly minority interests) and requires the owTiership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in the consolidated
statement of fmancial position within equity, but separate from the parent's equity. It also
requires that the amount of consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the consolidated
statement of earnings. See Note 1 for a discussion of the Company's controlling interest in
Mateo Tools Canada.
Subsequent Events
The Company has evaluated subsequent events through March 9, 2010 for recording and
disclosures in thesefinancialstatements.
3. Leases and Commitments
The Company's operating leases, which consist of equipment and buildings, extend for vaiying
periods of time up to five years and, in some cases, include renewal options. Future minimum
rental payments for all operating leases having initial or remaining non-cancelable lease terms in
excess of one year are as follows (in thousands):
2010
2011
2012
2013
S
586
518
491
325
Total rent expense for all operating leases was $0.6 million, S0.8 million and $0.9 million for the
years ended December 31, 2009, 2008 and 2007, respectively.
1003-1137048
11
4. Related-Party Transactions
Related party fees and expenses are summarized as foUows (in thousands):
December 31
2009
DBS and Management Fees, net
Warranty Insurance Expense
Credit Insurance Expense
Accident and Health Insurance Expense
Total related party fees and expenses
S
S
2,481 $
22,811
15,125
3,162
43,579 $
2008
743 $
16,509
18.024
1,755
37,031 $
2007
223
16,599
24,259
1,719
42,800
The Company maintains an investment representing a 2.54% ownership interest in Danaher
Finance Company (DFC), another wholly-owned subsidiary of Danaher.
The Company is a member of a cooperative (The Allen Manufacturing Company) administered
by Danaher, which provides consulting and procurement services to the Company (DBS fees).
The Company expenses costs incurred from the cooperative as incurred and records patronage
dividends from the cooperative when they are declared. Total cooperative expenses were
$7.1 million, $7.5 million, and $8.4 million for the years ended December 31, 2009, 2008, and
2007 respectively. Total patronage dividends recognized were $7.7 million, $8.5 million, and
$8.1 million for the yeai'S ended December 31, 2009, 2008, and 2007 respecfively.
The Company has purchased insurance policies from Danaher Insurance Company to cover its
warranty, credit and accident and health risk. The Company purchased a policy, effecfive
December 31, 1999, which covered the warranty on all products sold prior to Januaiy 1, 2000.
The Company has purchased additional policies each year and, therefore, has insured all
products sold through December 31, 2010. These policies include limitations on aggregate
claims, but these limitations do not exceed management's estimates of expected claims.
The Company purchased a policy, effective December 31, 2002, which covered its credit risk as
of December 31, 2002. The Company has purchased additional policies each year and, therefore,
has insured all credit risk incurred through December 31, 2010. Credh risk consists ofall trade
and notes receivable including purchase security agreement receivables. These policies insure
95% of the Company's losses and include limitations on aggregate claims. The Company
provides reser\'es for its esfimate of its self-insured risk and believes that management's estimate
of the portfolio exposure does not exceed any limitations on its purchased coverage from
Danaher.
1003-1137048
12
4. Related-Party Transactions (continued)
The Company purchased a policy, effecfive December 31, 2002, which covered its accident and
health risk as of December 31, 2002. The Company has purchased additional policies each year
and, therefore, has insured all accident and health risk incurred through December 31, 2010.
Accident and health risk consists of all medical costs for the covered employee population.
These policies include limitations on aggregate claims. The Company provides reserves for its
estimate of its self-insured risk and limitations do not exceed management's estimates of
exposure for its medical costs.
Aggregate expense related to credit risk is as follows (in thousands):
December 31
2009
Bad debt expense:
Selling, general and administrative
expense
Related party fees and expense
Total bad debt expense
$
S
1,081 $
15,125
16,206 $
2008
1,433 $
18,024
19,457 $
2007
1,054
24,259
25,313
As needed, funds may be provided by Danaher for working capital requirements. The Company
also receives centralized services from Danaher and its affiliates for general managemenl,
treasuiy, benefits, insurances and other matters.
As part of the Danaher cash management program, the Company deposits all excess domestic
cash with Danaher and satisfies wwking capital needs through transfers from Danaher.
The Company sells to and purchases from, other Danaher affiliate companies based on transfer
pricing criteria established by Danaher. Affiliate sales were $0.4 million, S0.4 million and
$0.6 million; and intercompany purchases were $8.3 million, $11.9 million and $14.2 million for
the years ended December 31, 2009, 2008 and 2007, respecfively.
1003-1137048
13
5. Retirement Plans
Danaher has a non-contributory defined benefit pension plan, which covers certain employees
and retirees of the Company. Benefit accruals under this plan have ceased for the Company's
participants and, therefore, there is no service cost recognized for the Company's participants in
this plan for the years ended December 31, 2009, 2008 and 2007. The accrued liability related to
these benefits is maintained by Danaher.
The Company participates in a 401(k) retirement savings plan sponsored and administered by
Danaher. This plan provides for employer contributions based on a percentage of employee
compensation. Total employer contributions to this plan related to the Company's participants
amounted to $1.4 mifiion, $1.4 million and $1.7 million for the years ended December 31, 2009,
2008 and 2007, respectively.
6. Post Retirement Medical Benefits
The Company provides post retirement medical benefits to six retirees and their dependents. The
benefits have been disconfinued for all active employees. Ser\'ice cost is charged to the Company
by Danaher and was $22,000, $22,000 and $25,000 for the years ended December 31, 2009,
2008 and 2007, respectively. The accrued liability related to the benefits is maintained by
Danaher.
7. Share-Based Compensation
The Company accounts for share-based compensation by measuring the cost of employee
services received in exchange for all equit>' awards granted, including stock options and
restricted stock units, based on the fair value of the award as of the grant date. Share-based
compensation for the years ended December 31, 2009, 2008 and 2007 was calculated by Danaher
at the consolidated level. Danaher estimated the fair value of the share-based payment awards
granted using the Black-Scholes Merton opfion pricing model (Black-Scholes). The following
summarizes the assumptions used in the Black-Scholes models for the years ended December 31,
2009, 2008 and 2007:
Risk-free interest rate
Weighted average volatility
Dividend yield
Expected years until exercise
1003-113704S
2009
Years Ended
2008
2007
2.08-3.68%
31%
0.2%
6-9.5
2.57-3.80%
27%
0.20%
6-9.5
3.68-4.77%
22%
0.1-0.2%
7.5-9.5
14
7. Share^Based Compensation (continued)
The Company has recorded stock-based compensation expense of $0.8 million. $0.7 million and
$0.6 million, as well as a deemed capital contribution from Danaher in the same amount related
to these share-based payments for the years ended December 31, 2009, 2008 and 2007,
respectively.
8. Income Taxes
The provision for income taxes consisted of the following (in thousands):
2009
Current
Deferred
Income tax provision
S
$
December 31
2008
22,255 $
(5,188)
17,067 $
23,647 $
1,053
24,700 $
2007
25,555
7
25,562
The Company has entered into an agreement with Danaher whereby the Company transfers
funds to Danaher sufficient to cover the Company's U.S. federal financial reporting income tax
expense.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of net assets and liabilities for financial reporting purposes and the amounts for income
tax purposes.
1003-1137043
15
8. Income Taxes (continued)
The components of deferred tax assets and liabilities were as follows at December 31 (in
thousands):
2009
Deferred tax assets:
Bad debt expense
Inventor)' reserves
Other
Total deferred tax assets
Deferred tax liabilities:
Net property plant and equipment
Patronage dividend receivable
Insurance claims receivable
Total deferred tax liabilities
Net deferred tax liabilities
$
2008
1,092 $
946
1,629
3,667
(1,535)
-
S
(4,132)
(5,667)
(2,000) $
960
142
564
1,666
(1,290)
(3.149)
(4,415)
(8,854)
(7,188)
9. Contingencies
In the normal course of business, the Company is involved with various lawsuits and claims.
Although it is not possible to predict the outcome of currently pending proceedings, it is
management's opinion that the costs, losses and settlements of these proceedings are not
expected to have a material adverse effect on the Company's financial condition.
1003-1137048
16
Ernst & Young LLP
Assurance | Tax | Transactions | Advisory
About Ernst & Young
Ernst 8, Young is a global leader in assurance,
tax, transaction and advisory services.
Worldwide, our 130,000 people are united
by our shared values and an unv/avering
commitment to quaiiiy. We make a difference
by helping ouv people, our clients and our wider
communities achieve potential.
www.ey.com
MATCO TOOLS
APPEM)IX B: ACTIVE DISTRIBUTORS
Malco FDD/PK s iî^VftB-l
—
f'.'.30 0^23766.6
„
3.-29/10
NHIC. Inc. d/b/a Mateo Tools
Active D i s t r i b u t o r s By State f o r 2009
r nu 1 / u 1
Page
Date
Run Date :12/31/09
State D i s t r i b u t o r Name
AK
AK
AK
AK
AK
UEGNER. JACOB R *RAY WEGN
HURRILL. DONEL *KELLY*
STEPHENS. JUDY
RASEY. KRIS K
BEARO. RON
State Count:
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
2282 LARISSA DR
PO BOX 72594
12450 ELMORE RD
PO BOX 670430
2200 W 70TH AVENUE
FAIRBANKS
FAIRBANKS
ANCHORAGE
CHUGIAK
ANCHORAGE
99712
99712
99516
99567
99502
907
907
907
907
907
460-5556
460-5555
3453452
688-0124
244-0024
13151 HILLCREST OR
10407 US HWY 31 #111
1222 SNOW HINTON DRIVE
705 HILTON RD
9339 WOODLAND DRIVE
170 CAMPBELL RD
301 KROY DR
145 COUNTY RD 460
3513 SANDY OAKS
6509 EAGLE RIDGE LANE
266 LEE RD 528
387 LEE ROAO 643
948 LEE RO 437
710 SHALL LAKE DR
126 HAPPY HOLLOW DR
166 PATTERSON LANE
202 LEE ROAD 537
ELBERTA
SPANISH FORT
TUSCALOOSA
ANNISTON
ELBERTA
HUNFORD
HONTGQMERY
KILLEN
SARALAND
PINSON
PHENIX CITY
SALEM
PHEHIX CITY
OOENVILLE
UNION SPRINGS
MERIDIANVILLE
SALEH
36530
36527
35405
36207
36530
3626836117
35645
36571
35126
36867
36874
36870
35120
36089
35759-1102
36874
251
770
205
256
251
256
334
256
251
205
334
334
334
205
334
256
334
986 -5819
831 -5433
349 -4497
343 -4334
979 -0275
358 -9469
546 -5646
856 -3066
753 •0517
6809218
2984178
291 •0491
297 •1387
960 -5195
738 •2051
698 -3189
291 -0267
9618 PERRY RD
913 N 3RD
622 HWY 95 E
99 WATERLANE
3817 GLENHERE
176 MARY WEISS LANE
1006 NORTH MAPLE
1 BARRHEAD LANE
244 MUSIC LANE
203 N 31ST STREET
210 DAWN DR
45 BUCKINGHAM OR
2 WIGTOWN LANE
1601 CLAUD ROAD
2689 GREENE 737 RD
1604 S 44TH ST
296 CR 2760
18481 TAMIKA LANE
224 KASSMAN DR
40 CHIMNEY RD
625 OAKWOOD ST
BAUXITE
AUGUSTA
CLINTON
CONCORD
NO LITTLE ROCK
MENA
STUTTGART
BELLA VISTA
DOVER
OZARK
CENTERTON
BELLA VISTA
BELLA VISTA
PINE BLUFF
PARAGOULD
FORT SMITH
LAMAR
GRAVETTE
HOT SPRINGS
BATESVILLE
LOWELL
72011
72006
72031
72523
72116
71953
72160
72715
72837
72949
72719
72714
72715
71602
72450
72903
72846
72736
71913
72501
72745
501
870
501
870
501
479
870
479
479
479
479
479
479
870
870
479
479
479
501
870
479
776
347
253
307
305
234
674
619
880
213
531
295
644
247
930
573
885
787
620
793
571
17
HODGE. TIMOTHY J
RUSSENBERGER. JOSHUA J
FREEMAN. BRENT W
TATE. JAMEY L
DAVIS. JOHN H
WELLS. MALCOLM *M. RYAN W
WISE. JIMMIE DEAN
REINKING. RANDY *SHAWN RE
CASEY. JASON S
GALL. ALLAN L
RICHARDSON. RICHARD T
GRUNST. TIMOTHY G
CHUNN. PAUL S
JONES. RICHARD E
CHRISTMAS. ERNIE T
RATHBURH. KENNETH L
JOHNSON. WALTON W
COOK. RILEY *BUD*
BRYANT. DAVID
CLARK, BILLY J
PETERSON, TODD A
State Count:
City
5
SWEPPENHISER. NATHANIEL J
DUPLANTIER. RAY J
COMPTQN. WINFRED •GARY*
WILLIAMS. JOSEPH *MIKE*
COX. BARRY W
FRANKLIN. PHILLIP H
HUGHES. JOHN L
MASONIA. CHARLES E *CHUCK
FINCHER. JAMES M •HARK*
RAWLING5. DANNY
RAGSDALE. MARCUS
DAVIS. IRA
CLARK. TIMOTHY 3
HAYES. MARK A
SALTER. WILLIAM W
rOLAND. MARK E
FRYER. KEVIN L
State Count:
Area Phone
Zip Code Code Number
Address
21
8528
6188
1476
4379
3749
2405
7185
8987
6543
0223
4533
9893
6043
5070
6933
0198
0809
7361
0860
2025
1163
1
1/07/2010
NMTC. Inc. d/b/a Mateo Tools
Active D i s t r i b u t o r s By State for 2009
f flU 1 / u i
Page
Date
Run Date :12/31/09
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
BEAUCHAMP. KENT D
WASHBURN. R PHILIP
JEPSON. JERROLD G *JERRY*
SCHMIDT. STUART G
MERRICK, BRIAN H
MARSDEN. STEPHEN M
SOPHER, EDWARD A
FERRELL. DAVID A
GOMEZ, ARMANDO N
PASTORELLO. GARY L
HIMMELFARB. DYLAN H *MAX*
FREEMAN. RICHARD A
GRANRATH. AUGUST P
OREWES. WILLIAM J
WOOD. CRAIG A
SMITH, DARRELl. R
THOMASON. DARIN H
MAY. MICHAEL A
GATTIS. MICHAEL W
TAYLOR. KEVIN G
QUEEN. DONALD *JUNIOR* G
DAVIS. AARON H
PENCE. PAUL C
BOOTH. SEAN R
ROBBINS. CHARLES G
RYAN. LAWRENCE D
E5TERK1N. THOMAS
CLONTS. CARY
PARK. ELLIOT
KVILVANG, JAY
POCHOS. ZEITA E *ROB*
GARCIA. JASON S
HONGO. KEVIN
HARAWAY. ALLEN
SCALLON. JOHN R
BAKER. HICHELE *OOUG WARR
SEARS. DAVID L
BILLUPS. JACK A
VANGORDON. DAVID W
HCGRAW. TIMOTHY A
QUOZIENTE. ALPHONSO N
State Count:
CA
CA
CA
CA
CA
CA
Area Phone
Address
City
8126 W MARYLAND AVE
19075 N SAN PABLO ST
6560 W ABRAHAM LANE
2608 W IRVINE RD
2751 N 103RD AVE
22322 N 82ND LANE
3317 E BELL RD STE 101-43
6604 W PORT ROYALE LANE
165 CAMINO OCEANO
PO BOX 228
2233 W ANGEL WAY
435 EAST LEKI RO
10321 W SUPERIOR AVE
7009 W COLUMBINE
10129 E PASEO SAN BRUNO
5222 W EL CORTEZ TRAIL
8624 VI KELIHOA LANE
4543 E GELDING DR
16181 W YOUNG ST
6308 N 86 ST
1880 W HORSESHOE BENO
755 E CALLE MAYER
13813 S BEE BONNET CT
1677 W DESERT LANE
5615 N 48TH LANE
1601 E HIGHLAND AVE #1111
1042 WILLOW CREEK RD SUI
9811 N CALLE SOLANO
7935 W EMORY LANE
2830 N LLOYD BUSH DR
PO BOX 46
2110 E FLINTLOCK WAY
1120 EAST CIRCLE HT RD
3839 EAST BARANCA RD
1500 E PUSCH WILDNESS DR
5541 W CAMINO VIVAZ LANE
6395 E 45TH PLACE
1568 £ CASSIA CT
8425 W SHAW BUTTE DR
2722 E LYNWOOD ST
9916 E GLENCOVE CIRCLE
GLENDALE
MARICOPA
GLENDALE
PHOENIX
AVONDALE
PEORIA
PHOENIX
GLENDALE
RIO RICO
BLACK CANYON CI
SAN TAN VALLEY
MESA
TOLLESON
PEORIA
TUCSON
PHOENIX
PEORIA
PHOENIX
SURPRISE
SCOTTSDALE
CAMP VERDE
N0GALE5
VAIL
GILBERT
GLENDALE
PHOENIX
PRESCOTT
TUCSON
PEORIA
TUCSON
CAVE CREEK
CHANDLER
NEW RIVER
GILBERT
ORO VALLEY
GLENDALE
YUMA
GILBERT
PEORIA
MESA
MESA
85303
85238
85308
85086
85392
85383
85032
85306
85648
85324
85142
85203
85353
85381
85747
85083
85382
85032
85374
85250
86322
85621
85641
85233
85301
85016
86301
85737
B5382
85745
85327
85249
85087
85297
85737
85310
85365
85296
85345
85213
85207
623
480
623
623
602
623
480
602
520
623
480
480
602
623
520
602
602
602
523
602
928
520
520
*N0
602
602
928
520
480
520
602
480
623
480
520
623
480
480
623
480
480
872 8867
206 8613
824 5209
202 4803
741 1732
825 9939
444 2191
796 0132
619 1296
680 1483
586 0627
254 2290
510 3172
412 3700
975 6131
820 2467
791 4690
339 6576
332 5544
579 1213
592 3771
223 7626
991 8350
PHONE
291
3525
810 2329
830 4542
742 1374
529 4421
682 6550
803 7777
219 6558
915 0835
507 7583
742 6909
581 8727
839 4031
272 7054
334 4284
610 0660
734 5216
4551 OAK GLEN DR
D
2010 RIPLEY AVENUE
2334 YOSEMITE AVENUE
1515 2HD ST
303 S HESTHIND DRIVE
3042 W LYNROSE DRIVE
SANTA BARBARA
REDONDO BEACH
SIHI VALLEY
SANGER
EL CAJON
ANAHEIM
93110
90278
93063
93657
92020
92804
805
310
805
559
619
714
570-5008
379-3802
587-2585
292-1657
588-2479
229^0656
41
BARNES. JAMES 0
HASHOLIAN. YEGHIA *GARY*
YOA. KAUAI K
GOLDEN. CHRIS 0
THOMPSON. ROBERT E
GOODNESS. JOSEPH K
1/07/2010
rnu i/u i
Page
Date
Run Date : 12/31/09
CA
LEWIS. TY D
CA
LAUGHNER, GLENN F
CA
BROOKS, JASON G
CA
WOOD. CONRAD B
CA
APA. JOSEPH T JR
CA
JIMENEZ, PAUL JR
CA
JOHNSON. MARK A
CA
SCHNOOR. JAMES C
CA
MUNOZ. IGNACIO
CA
ROCKWOOD. MICHAEL G
CA
ENRIGHT, ROY
CA
BOUSQUET. SETH I
CA
CHOUNARD. MICHAEL L
CA
LUND. DENNIS H
CA
STEAD. MICHAEL C
CA
SMITH. JEFFREY K
CA
BRUBAKER, JAY T
CA
FUNK. CLYDE E
CA
LOUGHRIDGE. NICHOLAS C
CA
SMITH. KAI J
CA
WHITNEY, SHAWN
CA
YENAWIHE. CURTIS L
CA
RODRIGUEZ. RAUL
CA
GOULD. MONROE S
CA
MACIAS. RODOLFO
CA
UNGER, JAY R
CA
PETERSON. BRIAN 0
CA
ENGELBRECHT. ERIC A
CA
MINSER. HARK W
CA
MAHHOUDI. ALI
CA
LINERO. DION
CA
KACEREK, TIMOTHY R
CA
CHATER. ANDREW D
CA
HERNANDEZ. JUAN P
CA
KALAITZIAN. ARSEN H
CA • MORALES, LARRY J
CA
OURNING. BRENT
CA
SINGH. PARVEEN
CA
MICHAELS. ALAN 6
CA
ALIOTTI. DAVID
CA
ARMSTRONG. GARY T
CA
COURTNEY. MARK L & KEVIN
CA
LARIOS. JAIME
CA
DYAR. DARYN L
CA
PERRY , JACK G
CA
BRIL. BURT
CA
RICH. CHRISTOPHER D
CA
HUTTON. KERRY A
CA
SNYDER, WILLIAM L *BILL*
CA
THREAOGILL. RANDY L JR
Address
City
1599 15TH STREET
81239 COCO PALM
3668 LIBERTY ROAD
2523 HCKINLEYVILLE AVE
3489 WHIRLAWAY LANE
1144 DIX STREET
17526 PARKER RO
3902 EAST PALMYRA AVE
14294 W SHERI ST
24041 LIHB STREET
11716 EASTFIELD ROAD
22588 S COLORADO RIVER OR
1236 ALDERNEY COURT
780 KIMBALL STREET
5265 SANDHOUND BLVD
11301 0 RO 248
2286 JONESBORO AVE
17032 DELIA AVE
21 EAST JANSS ROAD
8567 NEW WINDSOR ST
PO BOX 68
130 STEPHANIE LANE
21308 LOSTINE AVE
4487 STONE CANYON CT
10527 KEWEN AVE
8874 ROSSINI COURT
6182 KI5ER DR
2224 5TH AVE
1064 SUNSET DR
2019 HAVEMEYER LANE UNIT
3415 GAUNTLET OR
7331 E BREMER
3410 EAGLEPOINT DR
701 PERU AVE
2469 MESA TERRACE
802 SKYLER WAY
1377 MERSEY AVE
1805 HILL AVE
12611 AUTUMN OAKS
927 HELLAM ST
9551 SAILFISH DR
702 N FERN ST
12336 ORIZABA AVE
2466 BEACH ST
2923 REMINGTON WAY
3179 MELODY LANE
30870 AVENIDA DEL PADRE
25355 JOYCE PL
722 W BERKELEY CT
4203 E TUOLUMNE RD
OCEANO
INOIO
GALT
HCKINLEYVILLE
CHINO HILLS
SAN MATEO
CASTRO VALLEY
ORANGE
KERHAN
MISSION VIEJO
POWAY
SONORA
OCEANSIDE
ESCONDIDO
OAKLEY
PORTERVILLE
SIHI VALLEY
TORRANCE
THOUSAND OAKS
RIVERSIDE
SHINGLE SPRINGS
CRESCENT CITY
CARSON
CONCORD
PACOIMA
RIVERSIDE
HUNTINGTON BEAC
SAN RAFAEL
LIVERMORE
REOONOO BEACH
WEST COVINA
FRESNO
GLENDALE
SAN FRANCISCO
UPLAND
BREA
SAN LEANDRO
HAYWARD
REDDING
MONTEREY
HUNTINGTON BEAC
ORANGE
DOWNEY
OCEANO
SAN JOSE
SIHI VALLEY
CATHEDRAL CITY
STEVENSON RANCH
ONTARIO
DENAIR
Area Phone
93445
92201
95632
95519
91709
94401
94546
92869
93630
92691
92064
95370
92054
92027
94561
93257
93063
90504
91360
92508
95682
95531
90745
94521
91331
92503
92647
94901
94551
90278
91792
93727
91208
94112
91784
92821
94579
94541
96003
93940
92646
92867
90242
93445
95148
93063
92234
91381
91762
96316
805
760
209
707
909
650
510
714
559
949
858
209
760
760
925
661
818
310
805
951
530
707
310
925
818
951
714
415
925
310
626
559
818
510
909
562
510
510
530
831
714
714
562
805
408
805
760
661
909
209
474
485
712
839
573
578
912
997
346
453
829
352
803
583
813
889
298
347
796
640
409
218
346
451
269
768
397
713
337
944
926
761
669
432
322
706
303
209
917
658
394
925
896
440
605
331
835
645
843
769
4230
2017
0606
8458
7106
1371
1583
3881
9417
1933
7219
6228
8378
8861
8519
1426
8011
7390
7323
4364
9728
4450
4090
5003
3612
7675
5028
5604
2264
4876
1120
3888
1666
1655
5272
8009
9286
6995
0788
0356
6143
1590
2604
3351
2908
1513
1962
7800
5793
4078
1/07/2010
rnu L/u I
Page
Date
Run Date : 12/31/09
Area Phone
tate D i s t r i b u t o r Name
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
SAFRENO. RICHARD R
MEGLASSON. JAMES P JR *PA
GARCIA. PEDRO *PETE*
NORTON. VALERIE B
SMITH. STEVEN D
rLORES, JAIHE A
DUFF. JOHN H
ROBLES. JESUS A
COUVILLION. MARC P
ROONEY. ROBERT L
SIKORSKI. SCOTT R
SCHEINER. JASON *WARREN H
HACKEY. ROBERT J
ZUCKERMAN. GARY S
TONGE . WALLACE H
HAMMITT, ANDREW K
BROOKS. GENE G
ALLEN. SHANE T *JASON SCH
HOLMES. BARREL
SPRAGGS. DONALD D
CHAMBERS. ROBERT P
KE5LER. RONALD
HURRAY. THOMAS
0URCHETT. RECIEL *ROY*
OUROCHER, DEWANE
HALZLE, MICHAEL
INIGUEZ, JOSE
HUNNICUTT. TOMMY
FULTON. BRIAN
RAMIREZ. RUDOLPH
GAVLICK. WILLIAM H
ARNOLD. WILLIAM
CHANDLER. JEFFERY
ENGEL, RONALD
CARR. BRANDON
MOHAN. JOE M
AGRE. LARRY
STRAGER. ALAN J
SHELDON. JEFF
ANAGNOSTON, GREGORY
ROTHENBERG. ZVI
JACKA. RICHARD
GREENE. PERRY B
HALTER, JAHES *BOB*
OCCHIPINTI. FRANK
HALTER. HIKE
ROESNER. KENNETH
COULTER. RALPH
BURGESS. DAVE
LEPPANEN. TERRY
Address
City
7224 CIRCLE DR
5711 MADRA AVE
1260 NICOLA DR
578 EMPIRE ST
112 MORROW CT
5879 SCHUYLER ST
18306 CALVERT ST
1069 E 20TH ST
2 CONDOR CT
25458 LACEBARK DR
1007 PARKHILL LANE
9522 FAIRBANKS
4827 LOMINA AVENUE
4165 VIA CANDIDIZ UNIT 30
3100 CLEAR LAKE DR
30813 HARNE DR
3668 LIBERTY RD
3879 STONERIDGE RO
2243 HIDDLETOWN DR
44264 COMPIEGNE DR
5222 W LARK CT
2413 DUNAWAY DR
PO BOX 293134 PH 916-425
1724 RED WILLOW ROAD
2322 KLUNE COURT
1224 SHADY MILL RD
4036 AGATE
14944 ANOLA
1401 VIA LIMA
1428 FLINTWOOD COURT
PO BOX 339
1812 STERLING PLACE
12737 LOS COCHES COURT
22395 RIPPLING BROOK
349 SKY VISTA WAY
634 NORTH CARLETON
1100 FALLBROOK
1464 BLACKSTOCK
1761 CALGARY DRIVE
100 MARGUERITE DR
3159 QUEENSBURY DRIVE
108 CHALK CREEK COURT
35236 LAKE BLVD
3763 ANDREWS COURT
65 ORtSKANY DR
9055 MAC LANE
1272 VINA DEL MAR
3675 CHARTER HALL COURT
10505 R8
4945 ST THOMAS DRIVE
ROHNERT PARK
SAN DIEGO
RIVERSIDE
SAN LORENZO
SAN JOSE
SAN DIEGO
RESEDA
LONG BEACH
AMERICAN CANYON
HURRIETA
ESCONDIDO
SAN DIEGO
LAKEWOOD
SAN DIEGO
CHICO
RANCHO PALOS VE
GALT
CARLSBAD
CAMPBELL
HEMET
VISALIA
SANTA ROSA
SACRAMENTO
FULLERTON
SANTA CLARA
CORONA
RIVERSIDE
WHITTIER
FALLBROOK
MARTINEZ
SAN JUAN BAUTIS
LIVERMORE
LAKESIDE
LAKE FOREST
FALLBROOK
ANAHEIM
REDLANDS
SIMI VALLEY
SUNNYVALE
HOLLISTER
LOS ANGELES
MARTINEZ
NEWARK
SAN DIEGO
SAN MATEO
SPRING VALLEY
PLACENTIA
SAN JOSE
LUTLEROCK
FAIR OAKS
Code Code Number
94928
92120
92506
94580
95139
92139
91335
90806
94503
92563
92025
92123
90713
92130
95973
90275
95632
92010
95008
92544
93291
95403
95829 3134
92833 1434
95054
92882 5838
92509
90604
92028
94553
95045
94550
92040
92630
92028
92801
92373
93063
94087
95023
90064
94553
94560
92154
94402
91977
92870
95136
93543
95628
707
619
951
510
408
619
818
562
707
951
760
619
909
858
530
310
209
619
408
951
559
707
916
714
408
951
951
213
949
925
831
925
619
714
949
714
909
805
408
831
310
925
510
619
650
619
714
408
661
916
486 5428
838 6676
897 1243
414 2621
209 7245
840 8489
381 3312
310 1505
228 9361
595 5482
270 8672
279 6540
455 6282
829 9912
570 8664
977 8767
747 4596
279 6540
379 9017
212 6512
303 -2387
527 -5282
425 -1579
871 -9106
247 0309
735 9118
640 •2006
941 -8034
2303949
2284050
6234885
960 -9225
561 -5128
335 •1567
422 • 5355
490 -1225
792 •9278
584 •1033
749 •1685
635 • 0208
836 -1149
930 •7312
7909437
690 -5929
349 -9344
690 -5929
572 - 2558
265 • 7245
944 -5930
966 -8262
1/07/2010
Active Distributors By State for 2009
rnu1/u1
Run Date :12/31/09
State Di s t r i butor Name
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
SHATLEY. JERRY
FOLIA. BRIAN
SHAFFER. DANIEL L
HICKS. DALE A
TARBELL. TIMOTHY D
BRISKY. DAVID
CISNEROS, JERRY
SHIELDS, LARRY D
SOOK. DAVIO
KING. ROGER 0
MEEK. DOUGLAS A
SIHONI, STUART 0
OEVORE. GREGORY
CARLSON. THOMAS R
GONZALES. DAVIO
DELGADO. PETER JR
DEVORE. DANIEL *MARK*
CALTABIANO, STEVE
JACOBSON, MARK
TOMS. MARK
HOUCK. JOHN L
L I L L U . BRIAN R
JARON, ROWIE E
ANTOINE. SEAN
PETERSON, JON L
MILES. KENNETH G
TURRIETTA, RICHARD P
LEDBETTER, JAHES C
HOMMEL, FREDRICK M
WATTERS. TERRY 0
RABIEE, MOHSEN
DIETTINGER, GARY L
KUNKEL. ROBERT A SR
RUSSELL. STEVE E
HASSANI. FRANK
TABUSA, JAHES M
SHEPHERD, LEE C
WALTERS. PERRY L
VASQUEZ. DAHUL
RODRIGUEZ, ROBERT M
MARTINEZ. ALLEN A
BOYADJIAN, HAIG L
MADRIGAL. RANDY L
AYALA. JESSE
WATSON. KENNETH L
TORRES. STEVE W
TOTH. TIBOR A
GONZALES. ROBERT JR
CAROOZA. DAVIO L
SIMONE. MATT P
Address
City
3300 BURNSIDE AVENUE
2620 DUOMO ST
13811 CHRISTIAN BARRETT
13668 JORDAN CT
PO BOX 720890
9742 CLEARBROOK DR
7416 4TH PLACE
8742 BUENA VALLEY DR
1053 ARKELL
22515 KENT AVE
4750 RUSTIC OAK WAY
960 KERN COURT
6696 LASSITTER RO
20737 SOLEOAD CANYON RD
6342 HILLTOP DR
1627 S SPRUCE ST
44194 GALLIPOLI PL
5010 ASHLAND DR
24736 MERIDIAN DR
1528 VISTA VEREDA
23391 VIA GAUDIX
1445 CADWELL CT
802 HILLER ST
235 HARIANELA LANE
28401 LOS ALISOS BLVD #61
5001 TASMAN DR
8977 SILVER COURT
3866 ROCKY POINT WAY
15308 ELMBROOK DR
332 N SUNSET WAY
653 CALLE SEQUOIA
6032 TURQUOISE DR
1224 PUTNAM ST
2124 GILL DR
6805 INDIANA AVE
2045 SPY GLASS DR
2001 RIDGE RD
175 DISTRICT CENTER DR
239 ZURICH AVE
121 MATTHEW CT
1906 SHURTLEFF AVE
112 1/2 E FREMONT SQUARE
1914 ARDEN DR
2816 CARLSBAD ST
5673 CRESENT AVE
461 ZAYANTE SCHOOL RD
3584 SPANISH GATE DR
9405 TOTEM AVE
14769 ALBA WAY
1537 N ADLER
MODESTO
PALHOALE
MOORPARK
RANCHO CUCAMONG
PINON HILLS
HUNTINGTON BEAC
DOWNEY
SANTEE
WALNUT CREEK
TORRANCE
CARMICHAEL
LIVERMORE
RIVERSIDE
CANYON COUNTRY
CARMICHAEL
SANTA ANA
HEMET
CAMERON PARK
DANA POINT
EL CAJON
MISSION VIEJO
RIVERSIDE
BELMONT
LOS OSOS
MISSION VIEJO
HUNTINGTON BEAC
SANTEE
SANTA ROSA
LA MIRADA
PALM SPRINGS
THOUSAND OAKS
ROCKLIN
ANTIOCH
CONCORD
LONG BEACH
SAN BRUNO
UKIAH
OROVILLE
WATSONVILLE
GALT
NAPA
MONTEBELLO
FRESNO
REDONDO BEACH
BUENA PARK
FELTON
NEWBURY PARK
BAKERSFIELD
MORENO VALLEY
FRESNO
Page
Date
Area Phone
95354
93550
93021
91739
92372
92646
90241
92071
94598
90505
95608
94551
92509
91351
95608
92704
92544
95682
92629
92019
92691
92506
94002
93402
92692
92649
92071
95404
90638
92262
91360
95677
94509
94520
90805
94066
95482
95966
95076
95632
94559
90640
93703
90278
90620
95018
91320
93312
92553
93727
209
661
805
951
760
714
562
619
925
310
916
925
951
661
916
714
951
530
714
619
949
909
415
805
714
714
619
707
714
760
805
916
925
925
562
650
707
530
831
916
707
323
559
310
714
831
805
661
951
559
576
478
517
899
868
968
776
334
687
378
965
373
681
916
747
432
415
676
478
590
768
276
302
534
313
420
448
544
521
641
376
276
755
689
883
355
467
628
722
869
337
724
264
219
621
335
376
587
242
456
7336
4391
1519
6255
6017
5463
1013
6045
0980
1555
1310
9329
8710
1561
6342
6130
9054
7264
5414
0373
6156
1933
4357
9368
4593
3035
2852
4848
3763
8655
2167
1176
0373
6267
3022
4204
1314
2442
2374
6883
3241
9644
1854
0640
7428
3992
0556
0348
5055
0549
1/07/2010
NMii;. i n c . d/b/a Mateo Tools
r nu1f u 1
Page
Date
Run Date :12/31/09
CA
CA
CA
CA
CA
CA
CA
CA
CA
BAKER, JAHES G
MEYER. CHARLES B
ROUNDS. ROBERT D *DAVE*
BRADLEY. SCOTT A
GRIFFITH. THOMAS J
SHIELDS. YAMEL I
SATTERFIELD. JAMES R
CLARK. BRYAN H
BECKEK. ROBERT J
State Count:
CO
CO
CO
CO
CD
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CT
CT
CT
CT
City
1447 CAMBRIDGE AVE
813 CHARDONNY CIRCLE
40521 CLEAR LIGHT RO
1623 O'NEEL DR
26411 ROBIN ST
8742 BUENA VALLEY DR
6966 RIVERTRAILS DR
1824 SESSLER PL
2091 ROSEDALE DR
REDLANDS
PETALUMA
TEMECULA
PETALUMA
ESPARTO
SANTEE
MIRA LOHA
YUBA CITY
SAN PABLO
92374
94954
92591
94954
95627
92071
91752
95993
94806
909
707
951
707
530
619
714
530
610
794 -6337
769 •7818
218 •3298
338 •0399
681 - 5775
334 -6045
323 -8163
635 •2515
724 •2659
STRASBURG
COLORADO SPRING
GRAND JUNCTION
ARVADA
THORNTON
LITTLETON
ALAMOSA
COLORADO SPRING
MONTROSE
GREELEY
MONUMENT
GRAND JUNCTION
LONGMONT
BRIGHTON
PEYTON
BAILEY
BROOMFIELD
CANON CITY
WINDSOR
AURORA
COLORADO SPRING
PUEBLO WEST
DURANGO
PEYTON
LITTLETON
LARKSPUR
ARVADA
LAFAYETTE
LAKEWOOD
RIFLE
BAYFIELD
80136
80922
81505
80003
80233
80128
81101
80911
81401
80631
80132
81505
80501
80601
80831
80421
80021
81212
80550
80015
80933
81007
81303
80831
80122
80118
80002
80026
80215
81650
81122
303
719
970
303
303
720
719
719
970
970
719
*N0
303
303
720
303
720
719
970
702
719
719
970
719
720
303
303
720
720
970
970
621^6830
330-2409
683-8682
880-1666
974-8982
364-7856
560-3546
650-5317
596-5983
215-6787
447-7866
PHONE***
746-8650
909^2271
939-7818
653-7411
323-6109
568^3145
310^1782
937-8215
331-0867
647-9871
375-6219
573-6980
528-8776
681-2201
423-2567
890-4670
530^350Q
625^1912
684^3251
COLCHESTER
NORTH HAVEN
CLINTON
MILFORD
06415
06473
06413
06460
860
203
860
203
267-0887
239-7797
664-4340
876-0454
165
11500 VICKIVIEW
DAODERIO. GEORGE 0
5246 WEAVER DRIVE
RAINS. NATHAN E
679 TAHOE CIRCLE
ROBERTS. DONALD R
6451 W 74TH AVE
MCDANIEL. LARRY G
2708 E 118TH CIRCLE
SILLATO. ALAN R
7776 S FENTON ST
SADLER. CHRISTOPHER C
. 8346 COOL SUNSHINE CIRCLE
LEE. MICHAEL D
5255 WILHELM DR
HUFF. GARY P
1710 KENT AVE
JASPERSON, KREG T
294 34TH AVE
CUTSHAW, BRIAN R
COWGER. BRAD H *ISAAC COW 2890 ROBERTS DRIVE
680 TAHOE CIRCLE
CARTER. COREY R
1520 DONOVAN PL
UNREIN. MICHAEL D
252 MESA ST
RICHARDS, MARK S
18690 SAGE CREST RD
JACKSON. DONALD A
617 IMPALA TRAIL
SOLKO. DEBRA M
9156 W 102ND PLACE
BACKSTROM. LEE N
319 BELLOWS COURT
GETZ. KENNETH D
118 ROCKBRIDGE CT
SHIGLEY. TOBY B
23201 E ORCHARD PL
MEJIA, CARLOS
P 0 BOX 8267
LIKNESS. GREGORY
155 SOUTH SNEAD DRIVE
COLE, WILLIAM EUGENE
122 BRICE PLACE
LAMOBEAUX. JOHN S
5780 OIL BARON DRIVE
GERHARDT. PAUL
7120 S KNOLLS WAY
LOVINGGOOD. DAVIO
8155 EAGLE RD
VANSICKLE. JEFF D
5398 ELDRIDGE ST
EMANUEL. PATRICK
2452 CANA CT
BECK. KIRK N
12505 W 29TH PL
KULLHAN. TIM A
PO BOX 231
HUNTER. PAUL R
179 SPRING LANE
SANDERS. TODD W
State Count:
LANGDON. JAMES C
ZERANSKI. WALTER
HARGREAVES. JEFFREY H
WHEATON. LESLIE
Area Phone
Address
31
225 LAKEVIEW DR
11 EVA CIRCLE
3 JOSHUA LANE
83 CEDAR HILL ROAD
1/07/2010
rnu i / u I
Page
Date
Run Date :12/31/09
State D i s t r i b u t o r Nane
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
SEBAS. CHRISTOPHER
MARCANO. WILLIAM C
GRATEROL. ISRAEL A
HEHBY. MATHEW W *BILL*
HOLITANO. HARK P
ABUOO. JOSE A
SIMPSON. ROBERT *BOB*
PERSICHILLI. ANTHONY
RIOUX. RICHARD
DASILVA. ANTONIO
NIELSON. HARRY
CUTTER. CHRISTOPHER
COX, MICHAEL W
State Count:
OE
FL
FL
FL
Fl
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
City
7 NORTH RD
168 LAKE SHORE DR
70 HILLBROOK RD
3 JEFFERSON ST
483 CHARLES ST
76 SCOTT OR
51 PEPPERMINT LANE
3 RIDGE RD SNUG HARBOR
8 STEPHEN COURT
164 BAILEY ROAD
5 HOWARD STREET
22 OXFORD DR
156 WEST ROCKS RD
EAST GRANBY
NEW HARTFORD
HERIOEN
SEYHOUR
TORRINGTON
MANCHESTER
BRISTOL
DANBURY
PROSPECT
ROCKY HILL
SIMSBURY
ENFIELD
NORWALK
06026
06057
06450
06483
06790
06042
06010-2275
06811
06712
06067
06070
06082
06851
860
860
860
203
860
860
860
203
203
660
860
860
203
434 BOXWOOD LANE
HIDDLETOWN
19709
302 3766037
5640 MYAKKA VALLEY TRAIL
5730 NW 48TH AVENUE
229 SOUTHEAST 3RD AVE
1009 FOSTERS HILL ROAO
683 CHARLES PINKNEY STREE
17428 68TH STREET N
305 CHIPEWAY AVENUE
3029 KILLEARN POINTE CT
2106 WEST GARDENIA CR
11603 BROWNING ROAD
6704 CHANT TRAIL
20 EAST 62ND STREET
24105 E CR 1474
4531 ALVAHAR TRAIL
PO BOX 5
9800 NE 5 AVE RD
4882 DEEDER CT
4043 SONNET DR
16471 BLATT BLVD
460 SPRING FOREST RD
352 MAHAGONY
5384 CUSTER ST
421 E 7TH STREET
1204 BLI5SW00D DR
4080 SONG DR
45 N WALTER COURT
8002 SW 149 ST APT B410
1157 SE 32ND TERRACE
7211 SW 5TH STREET
11400 AXIS DEER LANE
SARASOTA
COCONUT CREEK
POMPANO BEACH
BOYNTON BEACH
ORANGE PARK
LOXAHATCHEE
DAYTONA BEACH
TALLAHASSEE
NORTH FORT MYER
LITHIA
TALLAHASSEE
HIALEAH
HAWTHORNE
LAKELAND
COPELAND
MIAMI SHORES
JACKSONVILLE
TALLAHASSEE
WESTON
NEW SMYRNA BEAC
KEY LARGO
KEYSTONE HEIGHT
JACKSONVILLE
BRANDON
COCOA
MERRITT ISLAND
MIAMI
CAPE CORAL
N LAUDERDALE
FORT MYERS
34241
33073
33060
33436
32073
33470
32118
32312
33917
33547
32309
33013
32640
33801
34137
33138
32258
32303
33326
32168
33037
32656
32206
33511
32927
32952
33193
33904
33068
33966
941
954
561
561
904
561
386
850
239
813
850
786
352
863
239
305
904
850
305
386
305
352
904
813
407
321
786
239
954
239
862-2327
309-3163
883-5558
994-1974
465-5327
573-4462
589-4785
748-5272
758-3839
5631964
6518023
7450124
846-8040
17
CONNOR, DANIEL
State Count:
Area Phone
Address
1
DALCONZO, JOE
CRONK, CRAIG
TORRES. HUGO 0
DELAROSA. RICHARD R
DAWSON. STEVEN N
MIZRAHI . MITCHELL W
STAPINSKI, DAVID J
CLOWER. CHARLES *MATT EHP
GATEWOOD. MICHAEL L
ALLEN. DONALD L
JUNEAU. STEVE R
HERRERA, JOSE R
HAMLOW. STEVEN N
YDCUM. ELDON D
PACE, GLENN 0
SALAZAR, JOSE E
BELLEROSE, MATTHEW J
KIGHT. JIMMY L
LUCERO RAMOS. NOE
SADLER, THOMAS S *STEVE*
NAPOLITANO. KENNETH D
WILLIAMS, JACOB J
COSENTINO JR. JOSEPH L
RANDOLPH. GLEN E
MCCORMICK, WILLIAM J
ESCH, JASON 0
CEBALLOS. LORETA 6 *ARIEL
CHIAPPETTA, FRED J
KALEVA, ISAK W
CAMP. JERRY M
927-4487
426-0854
452-4495
439-8456
635-1155
790-7329
562-6783
894-5439
543-4263
270-0399
933-6492
426-5183
224-8443
666-6818
289-1447
301-5513
994-3725
294-3559
384-8687
566-9582
394-0865
745-0817
859-7868
766-5137
790-9185
537-1892
564-8207
677-8279
594^6735
770-8274
1/07/2010
NMTC. Inc. d/b/a Mateo Tool s
rnu1/y i
Page
Date
Run Date : 12/31/09
FL
FL
FL
FL
FL
FL
EL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
WHIPPIE, TERRY J
MARINAN6ELI. JAMES T
BRODSKY, ANTHONY I
BLUM. RANDY S
APPEL. JACK
PHIBBS. JAHES L
6ILMAN, JAMES D *OANNY*
HAGAN, RICHARD B
DELGADO. RAFAEL *JULIO MI
LARCO. ROMMEL
MCMAHON. LIONEL V *VAUGHN
AXTELL. PAUL G
SMITH. PHILIP J
DUFFY. WILLIAM 0
JONES. JONATHAN L
CLAGETT. BRIAN DL
BOWLBY. BRUCE A
DIRHAN. LOUIS A *AL*
WALSH. JASON H
ANDREWS, DENNIS H
AULD. ROBERT
8RAME, HERMAN
LAURETANO. ANTHONY
SCHINN. LARRY
TUCKER. SHERMAN
SHOCKEY. DAVID A
HARRIMAH. ALAN
CASTRO. GERALD
MOSKALYK. LARRY
WEINBERG. DAVID A
MAHOOD. TIMOTHY A
HEINZ. GARY J
O'ALCONZO. JASON C
RICCIAROI. THOMAS
SLOCUM. DONALD E
GAMEZ. IVAN
SUNDBERG. ANDREW
TALLET. FIDEL *PEPE*
DIAZ. FERNANDO A
OYMOND I I . HARRY *JAY*
VALANCY. STEVEN H
CLOWER. CHARLES *ALLEN*
HASTON. GARY- L
WALLIN. ANDERS E
BUCCI. ERNEST J
BAILEY. DONALD L
LENTZ. BRIAN D
THULIN. JOHN *CHIP*
PARKS. ROBERT *BOB*
JOSEPHSON. DOUG A
Address
City
1440 W NOBLE ST
902 SPINDLE PALM WAY
905 SE ATLANTUS AVE
7927 SKYVIEW BLVD
8321 SW 57TH ST
8655 79TH PL N
7160 DOGWOOD TERRACE DR
695 AlA NORTH UNIT 142
11554 HALVERNS LOOP
18203 SW 109TH PATH
579 WOODLOW RO
13834 PORT HARBOR CT
23119 OLEAN BOULEVARD
525 SW DEER RUN
5825 NW 27TH ST
1630 FIREFLY LANE
7839 NE 21ST PL
P.O. BOX 358
7806 NW 71ST AVE
1322 BARRANCA AVENUE
244 VALENCIA BLVO
5575 62N0 AVE
7755 160TH LANE N
5355 SCATTERED OAKS CT
6951A VICKIE CR
15801 PALMETTO CLUB OR
4533 FIDDLER DR
6327 RAVENWOOD DR
487 EASTVIEW ROAO
1548 S MISSOURI AVE
7246 CHERRY PASS
9811 HAWK RIDGE RD
3706 POND VIEW LANE
2145 FENTRESS COURT
19300 SW 36TH ST
7955 NW 171 ST
10220 GROVE LANE
1279 SW 15TH ST
3140 SW 120TH RD
17630 JEFFERSON ST
10170 ALLEGRO
3029 KILLEARN POINT CT
5001 CHANDELLE DR
14400 BALD EAGLE DR
2890 MANDARIN MEADOWS DR
1502 SE US HIGHWAY 301
1440 CORAL RIDGE DR
190 COUNTY RD 35
16974 W GLASGOW DR
10872 TAMORON
LECANTO
APOLLO BEACH
PORT SAINT LUCI
NAVARRE
DAVIE
SEMINOLE
PENSACOLA
PONTE VEDRA BEA
ORLANDO
MIAMI
NICEVILLE
JACKSONVILLE
PORT CHARLOTTE
PORT SAINT LUCI
GAINESVILLE
DELAND
HIGH SPRINGS
CRYSTAL RIVER
TAMARAC
SPRING HILL
LARGO
PINELLAS PARK
PALM BEACH GARD
JACKSONVILLE
WEST MELBOURNE
PERRINE
FERNANDINA BCH
SARASOTA
LARGO
CLEARWATER
OCALA
TALLAHASSEE
SARASOTA
SPRING HILL
DUNNELLON
HIALEAH
COOPER CITY
BOCA RATON
MIAMI
OAKLAND
BOCA RATON
TALLAHASSEE
PENSACOLA
FORT MYERS
JACKSONVILLE
HAWTHORNE
CORAL SPRINGS
BUNNELL
LOXAHATCHEE
BOCA RATON
Area Phone
Zip Code Code Nuniber
34461
33572
34983
32556
33328
33777
32504
32082
32832
33157
32578
32224
33980
34953
32653
32720
32643
34423
33321
34609
33770
33781
33418
32258
32904
33157
32034
34243
33770
33756
34472
32312
34235
34609
34431
33015
33328
33486
33175
34767
33428
32312
32507
33912
32223
32640
33071
32110
33470
33498
352
727
772
850
954
727
850
904
407
305
850
904
941
772
352
407
352
352
954
352
727
727
561
904
321
305
904
941
727
727
352
850
941
352
352
305
954
954
305
321
561
650
850
239
904
352
561
386
561
561
422 •6785
455 •8320
628 -4872
686 -5697
608 -3265
710 -0997
341 •3404
210 -6753
488 -44X4
244 •3139
974 •0058
591 -2555
661 -6995
579 • 7460
281 -8563
402 -0331
275 -6633
464 -4735
326 -2725
585 -7750
585 -9946
5412268
7458575
2609424
956 -2010
253 -2391
277 •8000
351 -6876
584 •4852
409 -3191
362 -6797
893 -4618
954 -8009
666 -5541
465 -2148
825 -1063
434 •5424
557 -9044
221 •6044
277 •8750
479 -4690
894 •5439
341 -1336
768 -0368
334 -7953
481 •4759
699 -5611
931 -8715
252 -8358
470 -9792
1/07/2010
NHTC. Inc. d/b/a Mateo Tools
KMUi/Ul
Page
Date
Run Date : 12/31/09
FL
FL
FL
RAMIREZ. JOEL
TODD. DAVID P
CRISP. GERARD
State Count:
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
Area Phone
Address
City
1683 W 57TH ST
937 GUNBY AVE SOUTH
37 ZONAL GERAINIUM TRAIL
HIALEAH
LEHIGH ACRES
PALM COAST
7335 NOB HILL DRIVE
195 MARCELLA AVE
64 DELRAY CIRCIE
5110 WRIGHTBRIDGE ROAO
155 MOORE ROAD
13045 HAMILTON ROAD
22 LATIMER LANE
3626 LAKESHORE DRIVE
3350 LONGFIELD DRIVE
324 HIRAH LANE
2955 SUMMIT LANE
267 CYRIL P BURKHALTER RD
518 COPPER LAKE RD
207 KINGS CREST BLVO
1505 BRIERSCHUTE
1135 STILLWELL-CLYO RD
617 CARRINGTON RIDGE
786 OAK RIDGE COURT
110 SLAPPY OR
3630 ELINBURG DR
235 ROLLINGWOOD DR
478 HENDON ROAD
3780 JONES CREEK DR
315 FURROW CREEK CT
427 DOCKSIDE COVE
1065 ASHFORD CHASE COURT
1835 TIHOTHY DR. NE
4804 ANNISTOWN ROAD
4851 WRIGHTSBORO ROAD
2733 STANLEY MAXWELL RD
803 MARBROOK DR
4190 HURT BRIDGE RD
532 BILL WATKINS ROAD
210 MORNING GLORY RIDGE
14 SILVERMONT OR SE
3228 WARREN CREEK DR
522 BRADFORD PLACE COURT
4132 REID RD
10 PERRY RO
35 BARRY DR
5331 AHBER COVE WAY
807 CAMBRIDGE CREEK DR
27 ANN RD
56 LEE ROAD SE
MACON
31216
SHARPSBURG
30277
NEWNAN
30265
CUMMING
30040
VILLA RICA
30180
PALMETTO
30268
CARTERSVILLE
30121
AUGUSTA
30907
SNELLVILLE
30039
CLAYTON
30525
MONROE
30655
6LENNVILLE
30427
ALMA
31510
PERRY
31069
ALPHARETTA
30004
SPRINGFIELD
31329
STOCKBRIDGE
30281
LAWRENCEVILLE
30044
HAMILTON
31611
BUFORD
30519
ATHENS
30605
WOODSTOCK
30188
BUFORD
30519
JACKSON
30233
WOODSTOCK
30189
MACON
31210
ATLANTA
30329
STONE MOUNTAIN 30087
GROVETOWN
30813
BOWMAN
30624
LAWRENCEVILLE
30044
CUMMING
30028
HOSCHTON
30548
CANTON
30115
SILVER CREEK
30173
HIRAM
30141
LOGANVILLE
30052
DOUGLASVILLE
30135
BLOOMINGDALE
31302
FORSYTH
31029
FLOWERY BRANCH 30542
CONYERS
30094
CARTERSVILLE
30121
CARTERSVILLE
30121
33012
33974
32164
305 828-9526
239 287-0516
386 437-4296
83
TOWNSEND. DALE
NORTH. CHRISTOPHER
DAVIDSON. JEREMY R
HOHENBERGER, JAHES L
BLANKINSHIP. BARRY D
DAVIDSON. SAM L
SHAY. JOE T JR
JACKSON. THOMAS S
BENNETT. JAMES 0 *OOUG*
MORGAN. JAIME L
WINSTEL. JONATHAN P
KENNEDY. HERBERT *SHANE*
CHANCEY. JAYSON C
HETCALF. SAH A
HAURER. MICHAEL 6
BRANNIES. RICHARD W
HEATON. MICHAEL P
KOEHN. JAHES S
SINGLETON. MICHAEL J
VAZQUEZ. ENRIQUE *HENRY*
ROWLAND. RUSSELL *JACK RO
CATO. LAWRENCE "MITCHPARKER. LESLIE *WAYNE*
PIEDRA. RUBEN D JR
GAUNDER, CHRISTOPHER M
GALLAWAY. JEFFREY L
HARQUEZ. JOSE *ALEX HARQU
KUFFREY. GEOFFREY
GOEN. CHARLES
CROSSWAY, DONALD
HALABY. SCOTT
CAMP. D ALAN
RASCH, RANDON H
CAMPBELL. WALTER S
SIDWELL, R STEVE
JONES. SCOTT E
GOSSETT, DANIEL A
JOHNSON. RONALD E
ROBERG, STEVEN R
EDWARDS. ROBERT L
GRANBY. STEVEN C
MICKLE. WALTER *KEVIN*
KEESLER. WILLIAM *BILL*
DAVIS. RICKY 0
478
770
770
770
770
770
770
706
678
706
678
912
912
478
404
912
678
770
706
404
706
404
*N0
404
770
478
404
770
706
706
770
678
706
770
706
770
770
770
912
478
770
770
770
706
747^4183
253-8987
304-9249
888-1727
459-5882
463-2485
516-8134
284-5749
717-8521
490-0160
940-4402
237-1056
632-2277
396-4251
429-9393
657-6812
491-0461
289-4447
332-4416
663-6226
714-7502
819-2642
PHONE***
348-7093
596-3859
719-2686
993-0503
413-5999
799-1613
245-8163
972-6964
947-3992
654-9384
844-6333
346-5364
439-3130
466-7141
920-0774
441-4360
994-4653
965-1968
860-0563
757-1396
537-4449
1/07/2010
Page
Date
Run Date : 12/31/09
>tate Oi s t r i butor Name
GA
GA
GA
GA
GA
GA
GA
GA
GA
RANDALL. BRIAN
ALLEN. DAVID
FARESE. JOSEPH
GREGORY. STEVEN R
GILLMAN. JOHN A
CAPRARO. RICHARD M *RICK*
CALDON. GEORGE J
KING, ROBERT C
WEST, LEROY H JR
State Count:
HI
HI
HI
HI
HI
HI
HI
HI
HI
HI
HI
*JOE*
CANON. ALBERT 0 *DINO*
ABALOS. ROBERT D
ALABAB. TONY JR
ITAKURA. MILES E
SOUZA. LESLIE C JR
TOMIHAMA. ROY S JR
LEE. KEVIN
NAKAOKA. CURTIS Y
SEXTON. RUSSELL D
State Count:
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
ID
ID
COOPER. JAMES P
STURMAN. ROBERT D
3467 SANDY BANK DR
85 HICKORY BRANCH DR
575 SAINT REGIS LANE
95 FIVE OAKS DR
4024 HOLCOMB CREEK OR
617 MAGNOLIA ST
500 CAMBER WOODS DR
4450 INDIAN TRACE DR
9325 WHITFIELD AVE
AUBURN
ACWORTH
ALPHARETTA
COVINGTON
BUFORD
VILLA RICA
ROSWELL
ALPHARETTA
SAVANNAH
30011
30101
30022
30014
30519
30180
30076
30004
31406
678
770
678
770
678
404
678
404
912
432- 5895
434- 2549
795 -1968
787- 6544
714- 2753
550- 4170
698- 4519
915- 9350
354- 9119
45 334 MEALELE ST
91-1662 KAUKOLU STREET
91-1512 KEONEKAPU ST
522 POHAI ST
118 WEST PAPA AVE
PO BOX 610
47-422 HUI AUKUU
95-213 KUAHAUA PL
3411 PAWAINA ST
73-4369 LAUI ST
95-1060 HAALILO ST
KANEOHE
EWA BEACH
EWA BEACH
KAHULUl
KAHULUI
KALAHEO
KANEOHE
MILILANI
HONOLULU
KAILUA KONA
MILILANI
96744
96706
96706
96732
96732
96741
96744
96789
96822
96740
96769
808
808
808
808
806
808
808
808
608
808
608
286216778877778551478222988
329
626
106 REDBUO LANE
1380 W FOREVERGREEN RD
1674 HIGHWAY 30
30785 WOODLAWN DR
PO BOX 34
2748 NW 75TH PLACE
165 PRINCETON PL
67 NE 72ND ST
26821 FRICHER RD
1817 385TH AVE
21063 ERBE ST
2481 HERITAGE OR
67 NE 72N0 ST
5154 NORWOOD DR
400 4TH STREET
2440 NEWPORT SW
945 202ND AVE
10021 210TH ST
1002 7TH ST
COUNCIL BLUFFS
NORTH LIBERTY
CALAMUS
BELLEVUE
CENTRAL CITY
ANKENY
DUBUQUE
PLEASANT HILL
SILVER CITY
BROOKLYN
CARLISLE
WILLIAMSBURG
PLEASANT HILL
BETTENDORF
DEEP RIVER
CEDAR RAPIDS
PELLA
WALCOTT
SHELDON
51503
52317
52729
52031
52214
50021
52001
50327
51571
52211
50047
52361
50327
52722
52222
52404
50219
52773
51201
712
319
563
563
319
515
563
515
712
928
515
319
515
563
641
319
641
563
712
323- 6B77
626- 6721
210- 6831
249- 6081
521- 1069
289- 1839
513- 7510
979- 4880
242 -8594
249- 0154
971- 3735
759- 1183
261- 7125
508- 1595
595- 2782
369- 0916
628- 1186
324- 6076
324- 4587
53 NORTH 1ST WEST
12262 IOWA AVE
PRESTON
NAHPA
83263
83686
208 852- 1593
208 830- 5243
6436
6574
6099
6688
6633
9460
9185
5941
2054
1145
7140
11
STOUT. DONOVAN K
YOUNG. RODNEY R
BUCHHEYER. MARCUS Q
ANDERSON. AARON P
PEARSON. NATHAN E
JOHNSON. GREGORY
COATES, ERIC A
CATTELL. DENNIS R *JAHES
PHILEBAR. KEVIN J
STEFFENSMEIER. LISA *BRAN
HENTZER. SCOTT L
HERTENS, ROBERT J
CATTELL. DENNIS
VANDEVOORDE. JOHN
BRUESS . OUANE C
CAFFREY. BOB J
MAY. MARK E
ROSEMAN. LYSLE V
ROTH. KEVIN M
State Count:
City
53
JOHNSTON. RICHARD
OAFANG. JOVENCIO
Area Phone
Address
19
10
1/07/2010
PHUi /Ui
Page
Date
Run Date : 12/31/09
ID
ID
ID
ID
ID
ID
ID
Area Phone
Distributor* Name
Address
City
BOLL. JONATHAN A
JENSEN, SHANE
HILL. JAY
BEAN. NOEL
BARBER. PHILIP M
HARPER. WILLIAM A
JENSEN, PAUL W
1032 E 1200 N
1900 N MCDERMOTT RD
896 HARMONY RD
11615 N CHASE
4345 HENDERSON LN
479 EAST KING RO
539 E 700 N
SHELLEY
KUNA
TWIN FALLS
RATHDRUM
POCATELLO
KUNA
FIRTH
83274
83634
83301
83858
83202
83634
83236
208
208
208
206
206
208
208
520861734687238922^
346-
1649
7048
5486
5581
0243
2837
4310
5020 E RICHLAND AVENUE
403 W. SHERIDAN
3610 MAPLE
29 W 280 MARK DRIVE
42W 721 STILLMEADOWS LANE
1482 WOOOSCREEK CIRCLE
2824 NORTH AVE
4240 PEARTREE DRIVE
7000 60LFVIEW DR
473 VERRETT STREET
840 SAINT ANDREWS CIRCLE
10N933 HIGHLAND TR
616 S 15TH AVENUE
113 N MAPLE
9N712 SANTA FE TRAIL
271 MIODLEBURY CT Dl
635 ROCHDALE CIRCLE
1454 E 2900 NORTH RD
270 TIMBER RIDGE COURT
8738 REZY ROAO
25010 178TH AVE NORTH
603 THIRD ST
10281 PINESAP PLACE
417 APPALOOSA TRAIL
204 TOWNE ST
5707 LANOCASTER CR
19598 W MARTIN DR
997 CASTLESHIRE DRIVE
4235 W 151ST ST
137 AUGUSTA DR
35 S SOUTH ELGIN BLVD
205 SOUTHGATE DR
207 W ADAMS
554 SILVER ASPEN CIRCLE
554 S ARDMORE AVE
611 OAK KNOLLS AVE
506 SOUTHWOOD CIRCLE
659 ROCHDALE CIRCLE
BOX 84 206 N PEORIA ST
359 OAKLAWN
CHILLCOTHE
PETERSBURG
BERWYN
NAPERVILLE
ELBURN
CRYSTAL LAKE
METROPOLIS
LAKE IN THE HIL
COUNTRYSIDE
ELMHURST
RANTOUL
HAMPSHIRE
MAYWOOD
MT PROSPECT
ELGIN
SCHAUMBURG
LOMBARD
MOWEAQUA
JOLIET
NEW DOUGLAS
CORDOVA
COLONA
ROSCOE
PLANO
MORRISON
MCHENRY
MUNDELEIN
WOODSTOCK
MIDLOTHIAN
GILBERTS
SOUTH ELGIN
BELLEVILLE
ATLANTA
CRYSTAL LAKE
VILLA PARK
ROCKFORD
STEAMWOOD
LOMBARD
NEW HOLLAND
ELMHURST
61523
62675
60402
60564
60119
60014
62960
60156
60525
60126
61866
60140
60153
60056
60123
60193
60148
62550
60431
62074
61242
61241
61073
60545
61270
60050
60060
60098
60445
60136
60177
62223
61723
60014
60161
61107
60107
60146
62671
60126
309
217
708
630
630
815
618
847
708
630
217
630
312
847
815
847
630
217
815
618
309
309
815
630
815
847
224
815
708
847
630
616
217
815
847
615
630
847
217
708
274632484922365
479
524
854
853
832
778
774
907
610
505
971
935
433
474
973
314
314
970
514
499
264
595
861
539
354
667
604
750
382
354
914
885
436
971
997
4109
7469
5473
1913
5573
1075
4539
6410
0093
2911
2200
9326
9406
0918
4864
7795
1116
3060
4674
9025
0631
2423
3687
7090
3138
0302
2269
9359
9138
1457
5886
4768
1100
8590
3188
5672
3041
7162
6246
6394
State Count:
9
THURHAN. ROBERT F
BLIVEN, STEPHEN A
MARKHAM. SETH R
GOLEBIEWSKI. KRZYSZTOF
KRAGE. KEVIN W
ZAHARIAS, THOMAS M
BUNTING. TERRY
FUCHS. MICHAEL P
PETROVICH. ART
HOLER. JOHN E
BERGMAN. KEVIN R *CHRIS W
ANDRINOPOULOS, ARTIE
GILMORE. JAMES K
SHERRICK. CLARENCE *CHRIS
NAWROT, GREG P
SHEAFFER. ROBERT T
THOMAS. MICHAEL A
FRIESNER. SCOTT E *ERIC*
MORES. ANTHONY J
TANNER. FRED H JR
SLATER, JASON T
DIETZ. CHRISTOPHER S
DEWAR. STEVEN W
HARRELSON. CHRISTOPHER J
BRANDON. DAVID G JR
STEFFENHAGEN. WILLIAM J
SUAREZ, ARMANDO JR
JERZ. MICHAEL J
REICHEL. JACK A
TUOHY. MICHAEL W *TONY ST
SCALPONE. VINCENT
HUBBLE, OAVIO E
GRIFFITH. KEITH A *ALAN*
NICCOLAI, BRUCE B
BRUNO, OOHINICK A
STRAWSER. ROBERT H
THATER. ROBERT G
KANAREK. MICHAEL R
WILLIS. DAVID M
MCNEIL. TIM P
11
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Date
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KLOEMPKEN. WILLIAM E
BRIGHT. DOUGLAS
NEWMAN. ALAN
GOODALIS, THOMAS
NANCE. ROGER
CHIOVARI. JOSEPH
ROJEK. CHRISTOPHER
BERGMAN. KEVIN
WOLFE JOHN
FORSYTHE, KEVIN
NORKUS. JOHN
ORTS. ANTHONY
DENTON. ROBERT
ROZHON. STEVE
HASTINGS. GERALD
WALTER. ANDREW
KASTNER. ANDREW
PATULA. CHARLES
PERRIN. THOMAS
KACIR. RONALD
ENGELMANN. GLENN
HAZELWOOO. GARY
DAEHICKE. PAUL
DAWSON. RICKY E
DANIELS. JACK
TUOHY. MICHAEL
BERGMAN. AARON S
WILSON. MIKE
FREUND. ROBERT *MIKE*
HENOZI. HARK C
ENGELMANN. ERIC D
LESZCZYS2YN. HARK J
NYLEN. BRIAN
VOYLES. KEITH E
BORCHAROT. ROB
HECKER. DANIEL R
GIBBONS. EVAN
ROY, MICHAEL H
STERNBERG. ARTHUR R
SMITH. TONY *TJ*
MUELLER. MARK G
STERLING, SALLY
STARBUCK , ERIK A
DEUJSCH. CHARLES P
ANGELETOS. EMANUEL
OTTE. BRETT T
State Count:
IN
GIVENS. STEVE
Area Phone
Address
City
215 PINEWOOO OR
1190 E 1800 NORTH RO
10129 LAWRENCE COURT
1263 LEVERENZ RO
3267 SAND ROAD
1105 NORTH WHEATON AVE
12663 MARTINGALE
1433 RIVERBENO
12040 S WOLFE DR
3804 CRYSTAL LAKE AVE
7N 305 BLUESTEM CT
lOOOB ROUTE 25
2 FALCON RIDGE COURT
13514 W HAGGARD
3832 W 109TH PLACE
18315 LORETTA DR
708 KERRY CT
17529 S 65TH AVENUE
8440 W 50TH STREET
23500 FARMDALE RD
783 WATER TOWER ROAD
316 CROPSEY AVENUE
1647 CAROL STREET
20 WEST 066 99TH ST
175 NOTTINGHAM LANE
137 AUGUSTA DR
200 "N LOGAN
522 CONSTANZO LANE
1136 PINE TREE LANE
3720 PRAIRIE LANE
2043 BALDWIN RD
231 CUMHINGS OR
810 JOANNE DR
111 N BERTEAU AVE
1231 ORCHARD AVE
2213 STEINKOENIG SCHOOL R
1310 IRONWOOO OR
6904 S MOODY
701 GREENVIEW AVE
29085 MECHLING LANE
21 W 303 SIDNEY
622 OTTO ROAD
29 W 526 WINCHESTER CR S
205 OSAGE ST
310 WARWICK LANE
PO BOX 644
GODFREY
MONTICELLO
OAKLAWN
NAPERVILLE
EDWARDSVILLE
WHEATON
HOMER GLEN
WHITE HEATH
PLAINFIELD
CRYSTAL LAKE
ST CHARLES
OSWEGO
ALGONQUIN
HOMER GLEN
CHICAGO
MARENGO
GILBERTS
TINLEY PARK
MCCOOK
WASHINGTON
JACKSONVILLE
DIXON
DOWNERS GROVE
LEMONT
BOURBONNAIS
GILBERTS
EMOEN
BETHALTO
LI8ERTYVILLE
MORRIS
JACKSONVILLE
BARTLETT
MINOOKA
BARTLETT
CHICAGO HEIGHTS
HIGHLAND
NORMAL
OAK LAWN
DES PLAINES
ROCK FALLS
LOMBARD
MACHESNEY PARK
WARRENVILLE
KINOOKA
LAKE IN THE HIL
MONTGOMERY
62035
61856
60453
60564
62025
60187
60491
61884
60585
60014
60175
60543
60102
60491
60655
60152
60136
60477
60525
61571
62650
61021
60515
60439
60914
60136
62635
62010
60048
60450
62650
60103
60447
60103
60411
62249
61761
60453
60016
61071
60148
61115
60555
60447
60156
60538
618
217
708
630
618
630
708
217
708
815
630
630
847
708
773
815
847
708
708
309
217
815
630
630
815
847
217
618
847
815
217
847
815
630
708
616
309
708
847
815
630
815
630
815
847
630
5920 SOUTH 425 WEST
PENDLETON
46064
765 378 0590
806- 8367
762 -7603
4227395
5270675
6550595
6657846
3014565
5866364
542- 3506
479 8604
5841988
966 2630
8548776
3018945
206- 8454
923 2056
561- 4047
429- 4757
209 5042
699 1996
899 1688
288 2363
417- 2693
783 8402
939 1620
697 9383
376 3870
377 0351
680 4685
353 2372
899 6207
202 6178
467 2427
483 8736
754 2562
654 1357
287 7979
642 1233
298 2768
622 0462
495 2496
654 0685
393 6173
685- 0075
669 8086
212 7635
86
12
1/07/2010
PMUl /Ul
Page
Date
Run Date :12/31/09
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
WILSON, TERRY J
OTTE. GEORGE A
WEIR. KEVIN R
DREWS, DEAN M
HOJEM, TRAVIS J
THORNE. TOOD A
ROST. PAUL E JR
MANGO, THOMAS L
TOWER, TIMOTHY D
BONEBRAKE. CLARK
OLSON, RONALD J
YODER. RICHARD L
YOOER, OAVIO L
WHITE, BRYAN D
HOFFMAN. DREW A
ALLEN, MICHAEL
GUILFOYLE, PAUL R *RICK*
GRAF, DAVID R
LYNCH, LARRY D
SMITH, STEVEN R
CLUELOW. HARRY
LIVRONE. DAVID
SOBOTA. CHRISTOPHE
HOLDMANN. CHUCK A
DENNIS. MARK 0
YOUNG, JAMES A *JIM*
HARRIS. ROBERT R
HAMILTON. GROVER
GUTIERREZ, JOSEPH G
TYREE, TIMOTHY P
RILEY, MICHAEL K
HAGAN, DEAN A
ACKERHAN, CRAIG L
WAKEFIELD. CHARLES R
HARRIS. RANDALL L
DUNFEE. TIMOTHY A
BEEOLE. WILLIAM B
State Count;
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
Area Phone
Address
City
1559 MORTON STREET
1196 DARCrS DRIVE
2106 N DIXON ROAD
15218 HIDDEN OAKS RUN
680 CENTRAL DR
9860 CHESTERTON
15698 LIN RD
13121 KNOLLTON CT
345 N WOLF RD
10016 E 131ST STREET
6495 GLENWOOD TRACE
PO BOX 127
923 S 23RD STREET
5461 N 750 E
17218 MCDUFFEE RD
5059 BENJAMIN RD
22433 ST MARTINS LN
51328 HARBOR RIDGE DR
182 HIGHLAND
1707 MIMOSA LANE
12002 LANTERN RD
65322 STATE RD 331
3544 42ND STREET
4263 W 153RD AVE
7207N CR200W
10035 N TURKEY CREEK 702
994 E LEVILEE RD
4341 W CARMOLA DR
5767 ROOSEVELT PL
7160 N PRIVATE RD 130W
6209 GRANNER DR
2067 W COUNTY RD 725 N
11500 NADORFF RD
2920 E 750 S
4362 E ALLISON RD
521 HOMESTEAD AVE
763 JUNIPER RD
NOBLESVILLE
SEYMOUR
KOKOMO
HUNTERTOWN
MARTINSVILLE
INDIANAPOLIS
FORTVILLE
FISHERS
COLUMBIA CITY
FISHERS
ZIONSVILLE
WAKARUSA
SOUTH BEND
NORTH WEBSTER
CHURUBUSCO
TERRE HAUTE
GUILFORD
GRANGER
FRANKLIN
ANDERSON
FISHERS
BREMEN
HIGHLAND
CROWN POINT
LIZTON
SYRACUSE
WARSAW
BLOOMINGTON
MERRILLVILLE
BRAZIL
INDIANAPOLIS
LIZTON
GREENVILLE
CLAYTON
CAMBY
SEYMOUR
VALPARAISO
46060
47274
46901
46748
46151
46280
46040
46038
46725
46038
46077
46573
46615
46555
46723
47802
47022
46530
46131
46011
46038
46506
46322
46307
46149
46567
46582
47404
46410
47834
46221
46149
47124
46118
46113
47274
46385
317
812
765
260
612
317
317
317
260
317
317
574
574
574
260
812
513
574
317
765
317
574
219
219
317
574
574
812
219
812
317
317
812
317
317
812
219
776 0758
525 2759
438 0997
452 8871
219 4542
341 1090
440 8155
503 4953
610 4409
845 3451
503 1563
354 2646
252 9827
518 4404
515 3525
234 5701
652 3249
344 6437
442 2082
623 9741
595 9526
6334431
682 7665
696 1565
994 5092
518 1666
453 9424
876 8559
884 7545
448 9834
509 6425
994 5376
923 9235
539 7621
831 6393
522 8131
759 1246
PO BOX 724
11228 VALLEY HI COURT
771 E 1485 ROAD
724 W WALNUT STREET
9705 W 49TH PLACE
10399 BARTON RD
12808 5 WIDHER
17423 SW OHIO ST
7006 SE 89TH ST
831 SOUTH ERIE
TONGANOXIE
WICHITA
LAWRENCE
SALINA
HERRIAH
LEONARDVILLE
OLATHE
DOUGLASS
BERRYTON
WICHITA
66086
67209
66046
67401
66203
66449
66062
67039
66409
67211
913
316
785
785
913
765
913
316
785
316
432
640
760
643
634
313
961
651
817
258
Zip Code
Code
38
RIEOEL. ROGER E
JONES. STEVEN L
YOST. TREVOR N
GUNEL50N. JEFFREY S
WILLMOH. JOHN T JR
CAMERLINCK. BRENT
WALTERS. LAYNE W
JEFFRIES. JOE T
HAUFLER. ERNEST C *ERNIE*
OUERKSEN, LUETTA A *JAHES
7941
9900
3541
5019
8893
0172
3255
7473
2933
7929
13
1/07/2010
rnu1/uI
Page
Date
Run Date : 12/31/09
KS
KS
KS
KS
KS
HUTH. STEVEN
AHRENS. JOHN
LUMH. DAVID
KLOSTER, BRIAN J
WINKLER. JEFFERY T 'TERM'
State Count:
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
City
1546 BACHTOLD
15410 LAKE RD 10
318 N 2ND ST
7905 LAKEVIEW AVE
3204 LABETTE RO
SALINA
GARDNER
INDEPENDENCE
LENEXA
OTTAWA
67401
66030
67301
66219
66067
785
913
620
913
785
452-8547
488-8665
331-7772
888-6988
242-8267
LANCASTER
MT. WASHINGTON
WALTON
LA GRANGE
LOUISVILLE
ERLANGER
BROOKS
TAYLORSVILLE
MT WASHINGTON
WACO
INDEPENDENCE
ROCKHOLDS
CALVERT CITY
RUSH
BEAVER DAM
FT THOMAS
LEXINGTON
LOUISVILLE
LOUISVILLE
PINEVILLE
ELIZABETHTOWN
LOUISVILLE
LOUISVILLE
WINCHESTER
40444
40047
41094
40031
40207
41018
40109
40071
40047
40385
41051
40759
42029
41168
42320
41075
40503
40291
40299
40977
42701
40242
40258
40391
859
502
859
502
502
859
502
502
502
859
859
606
270
606
270
859
859
502
502
606
270
502
502
659
584
693
743
338
287
727
381
396
609
358
760
260
898
474
274
781
536
231
338
337
765
412
640
338
2322
3106
2247
7248
8888
3116
1954
9008
5285
6115
9868
1685
3030
9037
9708
4784
8665
5412
8464
3152
7872
7551
1308
1015
70663
70726
70663
71446
71446
71234
70508
70065
70560
70817
71115-3812
70560
70727
70301
70663
409
225
337
337
337
318
337
504
337
225
318
337
225
985
337
363
485
853
208
353
348
349
275
319
752
797
560
938
637
527
2304
7231
0188
6511
2166
2572
0068
9302
1366
2695
2643
5324
5804
7882
9048
15
ROBINSON. PATRICK
151 SYCAMORE DRIVE
WEILBAKER. JEREMY A
198 HILLCREEK COURT
PARKER. BRIAN K
878 MAHER ROAD
BUROETTE. RICK 0
3614 ECHO VALLEY CIRCLE
WETZEL. JACK A
705 VICTORIA PLACE
GOINS. WILLIAM *TONY*
1233 BRIGHTLEAF BLVD
MARTIN. JOHN R
4273 KNOB CREEK RD
SULLIVAN. JOHN C
3470 YODER TIPTON RD
SIMPSON. BRIAN W
188 APOLLO DRIVE
HARP. JOHN D
729 FLINT RD
CORNETT. RONNIE E
1142 CANNONBALL WAY
HAMBY. PAUL R
6306 HWY 26
MORGAN. PRESTON R
155 MONROE RD
CONLEY. WILLIAM *E0*
1858 S STATE HGWY 207
EMBRY. BARRY L
1318 CHERRY LANE
WALKER. JEFFERY K
8 KYLES LANE
COHRON. JEFFERY B
3486 BATHHURST CT
GRIVOIS. DANIEL J
8121 AVANTI WAY
HUGHES. ANTHONY *TONY* *T 10501 VINTAGE CREEK OR
FISHER. ROBERT S
RRl BOX HOC HIGHWAY 1534
PERRY. WILLIAM K
166 AMY AVENUE
HATFIELD. DAVID F
1621 WASHINGTON BLVD
SCHNEIDER. ALBERT L
7610 MARIE ANNA DR
CRUMP. TRUITT K
7615 ROCKWELL RD
State Count:
Area Phone
Address
24
BELAIRE. DARIN K
NICHOLS. RICKY D
CASE, KEITH T *TROY*
HCWILLIAMS, CLAYTON J
HCWILLIAMS. JEFFERY R
FREEMAN. JOHNNY R
FREEMAN. JESSE M
LEWIS. ALAN L
HERNDON. ANTHONY *CARL IS
FALCON. HERSHEL
MURPHREE. L GREGG
HERNDON. ANTHONY *CRAIG*
WARREN. EDDIE B
AYO. SHANE G
MURRAY. MICHAEL S
3734 PARKER ROAD
SULPHUR
25558 PLANTATION AVE
DENHAM SPRINGS
106 E END AVE
SULPHUR
212 CALCASIEU LOOP
LEESVILLE
905 DENNIS AVE
LEESVILLE
366 JEFF TIDWELL RD
DOWNSVILLE
2314 KALISTE SALOON APT 1 LAFAYETTE
15 EMILE AVE
KENNER
4609 HWY 14
NEW IBERIA
14416 COTTINGHAH COURT
BATON ROUGE
11114 SOUTHBROOK DR
SHREVEPORT
4609 HWY 14
NEW IBERIA
PO BOX 2211
DENHAM SPRINGS
971 HIGHWAY 20
THIBODAUX
3552 ST RAPHAEL LANE
SULPHUR
14
1/07/2010
NMTC. Ine. d/b/a Mateo Tools
pnu 1 / u 1
Page
Date
Run Date :12/31/09
State Di s t r i b u t o r Name
State Count:
MA
MA
MA
MA
MA
MA
MA
MA
MA
MA
MA
MD
MO
MD
MD
MD
MD
MD
MD
MD
MD
MD
HD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
HD
HD
HD
ME
ME
PAQUETTE. DONALD R SR
HINKLEY. JAHES W JR
State Count:
175 SCANTIC RD
225 ADAMS RD
54 SPRUCE STREET
2 BAYVIEW AVE
70 FAYHORE DRIVE
23 MACKINTOSH ST
21 RACE COURSE RD
2 PARKHURST DRIVE
121 FULLER STREET
11 REDCOAT LANE
1125 THORNDIKE ST
HAMPDEN
EAST BROOKFIELD
FOXBORO
BERKLEY
AGAWAM
FRANKLIN
LAKEVILLE
LAKEVILLE
MIDDLEBORO
LEXINGTON
PALMER
01036
01515
02035
02779
01001
02038
02347
02347
02346
02420
01069
413
774
508
508
413
781
508
508
508
781
413
566-5318
696-6283
765-5689
8247736
7866261
760-0837
947-7621
947-8024
946-1302
863-5421
283-4775
1831 WYCLIFFE ROAD
695 VEROA LANE
603 WALKER ST
871 WARNER DR
PO BOX 38
512 LOCUST AVE
13 CRESTVIEW GARTH
2045 ROLLING KNOLLS COURT
17738 JENNIFER LANE
2115 OLIVER DR
4005 BEE COURT
18 GROUND PINE PATH
15 CARTER RD
2706 PEMBERTON RIDGE
9943 MILA ST
17 HARWOOO OR
11006 POWERS AVENUE
2771 SWANN WAY
7802 W B 4 A RD
7929 OAKDALE AVE
36740 HAYS LANE
1119 LITTLE MAGOTHY VIEW
1308 SPENCERVIILE RD
PMB 393 AT UPS STORE
1736 DREXEL RD
4718 QUIMBY AVE
2195 BALTIMORE BLVD
BALTIMORE
HUNTINGTOWN
ABERDEEN
HUNTINGTOWN
WESTMINSTER
BALTIMORE
HUNTINGTON
HAGERSTOWN
PRINCE FREDERIC
WESTMINSTER
ELKTON
RISING SUN
BALDWIN
DENTON
HARWOOD
COCKEYSVILLE
DAVISONVILLE
SEVERN
BALTIMORE
CHAPTICO
ANNAPOLIS
SPENCERVILLE
WESTMINSTER
DUOALK
BELTSVILLE
FINKSBURG
21234
20639
21001
20639
21157
21237
20639
21740
20678
21157
21921
21911
21013
21629
20776
21030
21035
21144
21237
20621
21409
20868
21157
21222
20705'
21048
410
443
443
410
410
410
301
301
443
410
302
410
410
410
301
410
410
301
410
301
410
301
410
410
301
410
665-3589
486-4737
528-2823
320-5308
596-4815
404-6788
706-2831
908-3087
975-4510
259-3276
545-5118
688-2540
5578255
4799564
943-6477
628-2886
956-5767
529-9607
780-9561
769-3945
349-2083
476-9543
375-0066
477-2863
793-9254
876-3309
8 F SANBORN RD
57 B HILL ST
SABATTUS
SACO
04280
04072
207 375-7210
207 284-7663
11
KLOIBER. JOSEPH
PEAY. WILLIAM *OAVE*
KIDD, JEFFREY A
KRAMER. PAUL *PAUL PESSAN
HAMMOND, NOAH Z
ALT, DUDLEY F *DOUG*
CANIGLIA. ANTONIO E
ALBERTSON. SCOTT H
PESSAGNO. MARTIN T
HASH. WILLIAM J *JEFF*
ROARK. TROY
BENJAMIN. HENRY WA
CORBETT. ROBERT
LAYTON. JEFFREY
DEBOE. STEVE
HAITMANEK. KEVIN
LAMBERT. ERICK
SCHWEITZER. BRIAN
WEICHERT. GEORGE JR
HAYS. JAMES R
PARR. DAVID
MCKENNEY, BRIAN P
BERMAN, BARRY E
JANECZEK. EUGENE *BUTCH*
KELLY. JOHN L
CORBETT, JAMES J
State Count;
City
15
BROOM. DOUG
ALLEN. MATTHEW C
ALLENCHEY. THOMAS W
SMITH. ROBERT H
GILLIS, ED
LUKE. JAMES
FIELDS, DAVID
FERNALD. DANA E
MURPHY. PAUL F
JOHNSON. DAVIO S
MURPHY. CRAIG J
State Count;
Area Phone
Addres s
26
15
1/07/2010
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Date
Run Date :12/31/09
MI
MI
MI
MI
MI
MI
MI
MI
MI
HI
HI
MI
MI
MI
MI
MI
MIMI
MI
MI
MI
MI
MI
HI
HI
MI
MI
HI
HI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
HI
MI
MI
MI
HI
Ml
MI
MI
MI
MI
HI
FRENCH. MICHAEL A
LOJSELLE. ZACHARY T
SCHIMELPFENIG, LOUIS E
KNAPP. JODY A
SNELL. DOUGLAS *OOUG*
ZINK. JOSEPH A JR
ZU0OR. JOHN P
CRONAN, ALAN J
DOWNARD, DAVID W
ATKINSON, JERRY R
WARES, RYAN J
CHOROBA, TIMOTHY P
SPEDOING, DONALD G
FRECHETTE. THOMAS H
TRUDELL. BARRY M
MAOIGAN, KEVIN B
COOK, GEORGE R
HUNTLEY, LOREN F
MINNEY, LLOYD *CURT*
HACHINSKY, RICHARD A
KLUH6LE, GORDON A 'SOLE M
NYQUIST. TODD A
HABTSOCK. GREGORY 8
MORAWA, STEPHEN L
BETTS, EVERETT G
BISHOP, RONALD S
LEARMAN, JEAN M *DENNIS L
DANULOFF. ANDREW H
STINSON, DAVID R
BAKER, WILLIAM *BILL*
GERAGOSIAN. GARY & RUTH
PANKOW. MICHAEL
WITHUN. GARY
HURD. CHRIS
CONWAY. DENNIS
SHIELDS, ROB
CHAHBOS, NICK
RAINKO. MARK E
ZIEGLER, JOHN
WHITLOCK. FRANK
HCCOWAN, WILLIAM *BRUCE*
GREENMAN. CALVIN *SKIP*
ZISKE. JOHN
WAGNER. JOSEPH F
K06ELMAHN, GARY
BUCHANAN. DAVID J
MCCONE. KEVIN S
MINIKEY, TIMOTHY G
RYAN, TIMOTHY C
BRUSSEAU. JAMES 0
Address
City
11801 DOROTHA DRIVE
593 ANN STREET
9963 SCHOLAR DR
7515 11 MILE RD
7473 PARADISE COURT
3220 CRESTHILL LANE
490 N 6 MILE RD
11573 CADY RD
47924 E MAIN ST
171 ROOD DR
604 MINNESOTA AVE
2767 BUTTERCUP CT
1008 IRWIN DR
8476 SEYHOUR RD
8690 MCCAIN RD
14810 TOEPFER
10801 SCONCEWOOD DR
93 HUNTERS RILL
1613 NEWCASTLE RD
2280 CARLETON WEST
4935 13 MILE RD
2830 FULLER AVE NE
10328 TIMBERLANE DR
19992 POLLYANNA
118 GRAND ST
1671 70TH AVE
1425 DOVER PLACE
6910 KINGSLEY CIRCLE
6251 BRIARWOOD AVE
27983 HAAS RD
30500 BAYVIEW
59935 9 MILE RD
7081 T ERMINGER LANE
54 WASHINGTON COURT
19935 HURON RIVER DRIVE
2929 HIDING PLACE
2373 MEADOW ST
17480 S NUNNELEY
9484 E VERMONTVILLE HWY
4542 WEBBER
6251 W GRAND BLANC RD
2274 S VASSAR RD
27334 NEWPORT
2851 WIXOH RD
17813 VENTURA COURT
2424 CARLETON WEST
472 S WAVERLY
5584 STEVENSON RD
2120 GROVENBURG
2694 HESSEL
EATON RAPIDS
PLYMOUTH
PICKNEY
ROCKFORD
GRAND BLANC
TRAVERSE CITY
LAKE CITY
GRASS LAKE
PAW PAW
CARO
GLADSTONE
HOWELL
WATERFORD
GAINES
PARMA
EASTPOINT
LOWELL
LAPEER
GROSSE POINTE W
CARLETON
ROCKFORD
GRAND RAPIDS
STANWOOD
LIVONIA
COLDWATER
EVART
SAGINAW
DEXTER
JENISON
WIXOH
GIBRALTAR
SOUTH LYON
SOUTH LYON
NILES
ROCKWOOD
MILFORD
FLUSHING
CLINTON TOWNSHI
DIMONDALE
SAGINAW
SWARTZ CREEK
BURTON
WARREN
MILFORD
LIVONIA
CARLETON
EATON RAPIDS
SHERIDAN
LANSING
ROCHESTER
Area Phone
48827
48170
48169
49341
48439
49686
49651
49240
49079
48723
49837
48843
48327
48436
49269
48021
49331
48446
48236
48117
49341
49505
49346
48152
49036
49631
48638
48130
49428
48393
48173
48178-8904
48178
49120
48173
48381
48433
46035
48821
48601
48473
48519
48086
48381
48152
48117
48827
48684
48911
48307
517
734
734
616
810
231
231
517
269
989
906
810
734
810
517
610
616
810
313
313
616
616
231
248
517
231
989
248
616
248
734
734
246
269
734
248
810
313
517
989
810
810
586
734
734
734
517
989
517
248
282 3448
634 6898
878 9283
240 2404
516 8783
392 1154
394 0362
392 -0304
370 6976
670 9020
260 4240
348 •6411
216 -3215
275 -3064
812 -8726
217 -5415
540 -8021
656 -2147
266 -8936
550 -9078
446 -3593
881 '2494
679 -1901
444 -6877
227 -1153
250 -1584
792 - 7036
330 -6412
560 -4283
437 - 7846
6769245
7758907
437 -8939
687 -0273
3796428
6769622
6598208
7067199
646 -6273
771 -9474
513 -6647
691 -9563
754 •5433
765 -4640
458 -2001
771 -6532
663 -6443
291 -1231
694 -5668
467 -9522
16
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Date
Run Date :l2/31/09
i t a t e D i s t r i b u t o r Name
HI
HI
MI
Ml
Ml
BESSOLO, BRENT R
KINNUNEN. CHRISTOPHER S
JOHNSON. DAVID E
WOODWARD. LARRY K
ATWELL. ROBERT C * BOB*
State Count:
MN
MN
HN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
MN
HN
MN
MN
MN
MN
HN
MN
MO
MO
HO
HO
HO
HO
HO
MO
MO
PODORSKI. MICHAEL A
EVERSON. JAMES *SCOTT*
EMERSON, DANIEL P
DAY. JAMES F
JONES. SPENCER M
ADKISON. JAMES J
RANDOL. DOUGLAS R
WILLIAMS. BENJAMIN E
HAMMING. JOSHUA K
City
2780 WOODBINE
105 DEERVIEW TR
7322 RATHBUN RD
14150 HARVEY LANE
5630 W HCNALLY
WATERFORD
MARQUETTE
BIRCH RUN
GRASS LAKE
COLEMAN
48328
49855
48415
49240
48618
248
906
810
734
989
682 •8139
249 •1720
397 -4894
646 -6259
330 -1354
11133 MADISON STREET NE
5801 4TH STREET NE
7991 CABIN DR
1117 COLLEGE AVE
26229 PHEASANT RUN
11940 OREGON AVE N
48993 210TH ST
6811 W 140TH ST
13850 62N0 AVE N
32795 IRONWOOD DR
PO BOX 7
3119 MAPLE LEAF COURT
9930 ABLE ST NE
242 1ST AVE NW
5293 BROOKS CIRCLE SE
2415 LISBON AVENUE
314 N FOURTH STREET
5270 CEDAR AVE
4168 DEMPSEY AVE SW
2570 JACKSON ST
PO BOX 1230
26283 MEADOWBROOK LANE
510 7TH AVE NW
8336 STEVENS AVE S
1072 LONE OAK LANE SW
26306 THOMAS AVE
2681 JACK PINE DR
24610 COUNTY 48
22914 FOX FIRE
5223 FLORENCE DR NW
BLAINE
55434
FRIDLEY
55432
GRASSTON
55030
RED WING
55066
LINDSTROM
55045
CHAMPLIN
55316
MORRIS
56267
SAVAGE
55378
MAPLE GROVE
55311
ST JOSEPH
56374
COLOGNE
55322
LITTLE CANADA
55109
BLAINE
55434
ELBOW LAKE
56531
PRIOR LAKE
55372
LAKE ELHO
55042
CALEDONIA
55921
OWATONNA
55060
WAVERLY
55390
LITTLE CANADA
55117
INTERNATIONAL F 56649
WINONA
55987
GRAND RAPIDS
55744
BLOOMINGTON
55420
ORONOCO
55960
ELKO
55020
RUTLEOGE
55795
OSAGE
56570
COLD SPRING
56320
ROCHESTER
55901
763
763
763
651
651
612
320
216
763
320
952
651
612
218
651
651
507
507
763
651
218
507
218
952
507
612
218
218
320
507
767 -6833
228 -0914
639 -1792
380 -0472
248 -0258
868 -6242
589 -0121
259 •6683
213 -9535
266 -0900
484 -7030
583 -4417
810 -4389
770 -5845
434 -3327
777 - 7641
7253622
4511910
658 •4008
270 •1128
283 -0845
454 •1349
326 - 0039
884 •2593
280 •6110
590 -1003
372 -3684
573 -2148
685 -8174
252 - 0071
2289 KENOSHO
501 S ADAHS
701 SHOREVIEW DRIVE
105 LONE OAK
27880 HWY T
1505 MULLANPHY
447 CR 4706
201 LENSING RD
206 NE KEYSTONE DR
OVERLAND
RAYHORE
RAYMORE
SIKESTON
FOREST CITY
FLORISSANT
POPLAR BLUFF
RHINELANO
LEES SUMMIT
314
816
913
573
816
314
573
573
816
330 -0051
318 -4301
708 •3547
380 - 2275
261 -4240
630 -5170
718 •1615
291 -9621
668 -2854
55
DOYLE. LYNN D
GABRELCIK. THOMAS A
BOWMAN, KYLE S
PARADIS. KEVIN D
KRONHOLM. ANDREW J
PEARSON. THOMAS A
BLAIR. ADAM C
CASTLE. TIMOTHY L
FRYKMAN. LOUIS J
NELSON. RICHARD G
ARNDT. DALE R
SAGER, DONALD D
SPANIOL. ANDREW R
HAUKOS. JEREMY A
HCWILLIAMS. SCOT R
KLOETZKE. MARVIN
HAYES. JOSEPH
THORESQN, KRAIG
RENS. JERALD
WAHLBERG. W I L L I A H D
RESCH. JAMES
MURCK. JOSEPH
FELIX. TERRY L
KORMENDY. CAROL E
DAVIDSON, PATRICK A
BAKER. JEFFREY
JOHNSON. WAYNE L
JOHNSON. TEDDY D
HUSMANN. PAUL
VOLD. JIM
State Count:
Area Phone
Address
30
63114
64083
64083
63801
64451
63031
63901
65069
64086
17
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Date
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MO
HO
HO
MO
MO
MO
MO
MO
MO
HO
MO
HO
MO
MO
MO
NIEBRUEGGE. ROBERT E
SARGENT, RICHARD 0
FRIEOLY. RODNEY
DAAKE. ROGER
LUEBBERT. MICHAEL
INGRAM. DAVID L
GOODWIN. JEFF S
COSTELLO. ROBERT C
COPELAND. PAUL *CATHERINE
BENBOW. CHARLES E
WEST. ROBERT E
CUTRIGHT. HARK A
WIKSTROM. JAMES R
HATHEWAY. CHAD C
GERLER. SCOTT E
State Count
MS
MS
MS
MS
HS
MS
MS
MS
MS
MS
MS
MS
MS
MS
MS
MT
HT
MT
MT
BRAUCH. DAVE R
HOLLENBECK. TYLER L
OEVITT. CARY
RUSSELL. MICHAEL' J
City
4024 APPLE VALLEY DRIVE
n i l GANTZ
2633 OBERHELHAN RD
508 HAWTHORNE DR
102 DOHMAN HOUSE LANE
576 E HIGHWAY 160
4912 ELDER RD
34422 HOLT #285
PO BOX 626
24211 SW HIDDEN VALLEY RD
6226 SW COOK CIRCLE
7 OAK DR
36000 WESTERHIER RO
264 CHICKWEED LANE
801 TRADEWINDS DR
ARNOLD
STEWARTSVILLE
FORISTELL
NIXA
LOOSE CREEK
LAHAR
VILLA RIDGE
OREGON
BUCKNER
PECULIAR
PLATTSBURG
ST PETERS
SEDALIA
JACKSON
PERRYVILLE
63010
64490
63348
65714
65054
64759
63089
644 73
64016
64078
64477
63376
65301
63755
63775
314
816
636
417
573
417
314
660
816
616
913
636
660
573
573
960
248
398
725
897
682
223
446
210
779
980
397
668
979
547
5427 FAIN LANE
2303 NORTH PINE LEA DRIVE
11350 LANDING CT
6793 HIGHWAY 12 EAST
13569 MIDWAY RD
271 CR 1000
16255 WICKSTRAND RD
332 A CR 600
522 MONTGOMERY ST
188 S BROOKS ST
311 OLO HIGHWAY 13
226 TUDOR CIRCLE
31 LANDON CIRCLE
1151 CR 197
51 JERRY LOTT RD
BELDEN
JACKSON
BILOXI
STEENS
TERRY
BOONEVILLE
BILOXI
TUPELO
WINONA
PONTOTOC
LUMBERTON
BRANDON
BYHALIA
BLUE SPRINGS
SUMRALL
38826
39209
39532
39766
39170
38829
39532
38801
38967
38863
39455
39042
38611
38828
39482
662
601
228
662
601
662
228
662
662
662
601
601
901
662
601
397-6906
405-4458
661-3714
251-2490
878-5697
720-6749
861-3376
687-0777
274-1314
419-3149
550-0529
695-2753
3352420
538-9992
268-0527
473 TERRENCE LOOP RD
PO BOX 50372
PO BOX 50696
3985 VISTA VIEW RD
BOZEMAN
BILLINGS
BILLINGS
BILLINGS
59718
59105
59105-0696
59101
406
406
406
406
599-1133
698-8297
256-7994
252-3743
28210
27332
28278
28805
27830
27410
28540
704
919
704
828
919
*N0
631
965- 6155
776- 6216
588- 7667
298- 0554
242- 1394
PHONE***
236- 3297
5187
9582
4099
0227
4422
3769
7069
2383
6653
7297
9000
4292
3765
0119
2168
24
BEASLEY . JEFFERY *SCOTT*
HUGHES. KENNETH H
TONCREY . FREDDIE L
MONAHAN . KRISTIN E
MCKEE . BILLY SR
DODDS. VIRGIL 6
NELSON. MINDY M *t(ARL IS
BACCU5. JERRY *KARL*
RICHARD , JOHN S *5C0T*
WALTRESS. JONATHAN W
HUBBARD , JOEL D
MOORE. ROY K I I I
CARTER. EDWARD H
SHELTON . JOHN R
RANDALL . RAMON *TERRY*
State Count:
Area Phone
Address
15
State Count:
NC
NC
NC
NC
NC
NC
NC
HUGHES. BRADLEY L
MCLENOON. JOHN
LONG, CECIL
REED, RONALD *OEAN*
AYCOCK. ALLEN JR *GLEN*
ALDRIDGE. GARY E
GEIGER. HARK A
7108 BRIOLESPUR LANE
CHARLOTTE
1881 CHRIS COLE RD
SANFORD
7100 SONOMA LANE
CHARLOTTE
15 DRIFTER TRAIL
ASHEVILLE
1052 AYCOCK DAIRY FARM RD FREMONT
5806 CARRIAGE LANE
GREENSBORO
n o GRISMILL RD
JACKSONVILLE
18
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Date
Run Date :12/31/09
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
VANDERHOEF. LAWRENCE M
ACKRISH. STEVEN S
WHITTENTON, LONAL R JR
FELTON. TIHOTHY R
STONE, SCOTT D
MARSHALL. HAROLD 0
SIMMS. DOUGLAS J JR
WEISSER, CHAOWICK F
HAMM, RICKY L
WEAVER, JEFFREY D
FLAKE. KENNETH A
HATCHER, STEPHEN W
HARDOIN. MATTHEW L
BIENKIEVITZ. MARK T
HUDGSTON. CHRISTOPHER S
JACKSON. JASON H
ADAMS. TRAVIS E
DESIHONE. SCOTT S
CAPPS. WENDLE H JR
DUPONT. MARK P
TETLAK. EDWARD
HANEY, JAHES
GAULIN, JOSEPH
CLAYCOHB. MARK
KENNEDY, PATRICIA *RONNIE
MILAM. BRAD
DUGGINS. DWIGHT
WILLHOIT. ROBERT A
SHENE, MICHAEL
BIRCHALL. STEPHEN
BALLARD, RONALD
SAWYERS, LOUIS
RATCLIFF. ODEN
MUTO. WILLIAM *BILL*
RADFORD, LARRY
HOLT, WILLIAH *TRAVIS*
VICKERS. KEVIN
KISTLER. STEVE A
GODWIN. DENNIE *TAMYKA EM
GODWIN. DENNIE D
RADFORD, JOHN W
KENNEDY, PATRICIA TRK 2
VIGLIONE. RICHARD K
VICKERS, ERIC S
TEAGUE, EDDIE *GENE*
State Count:
ND
ND
PULLEN, JEROME A
HILL. ALEXANDER T
Area Phone
Address
City
620 BIRD HAVEN LANE
724 S ELAH AVE
1093 NEIGHBORS RD
PO BOX 377
8208 KNIGHTS BRIDGE RD
5810 NEWELL DR
PO BOX 66
316 BRIDGETON COURT
163 SNAP ON LANE
528 OLIVIA WAY
2387 PHILLIP SUTTON LANE
830 LAMAR RD
2376 FULBRIGHT OR
6401 CROWN HILL DRIVE
1194 TUFTON PL
176 FOREST HILL RD
345 TOM CAUOLE RD
3880 STONEY CREEK DR
PO BOX 36
109 PETERBOROUGH DR
8105 IRON BARK COURT
813 OLD MAGNOLIA LANE
213 WINDSOR FOREST CIRC
99 GOOSENECK RD WEST
4240 NICHOLSON ROAD
91 AMBER RD
PO BOX 1311
1295 SPRING GARDEN RD
7780 BROOKDALE DRIVE
7980 CARNOSTIE DR
2916 ROSECROFT DR
4437 FRIENDSHIP PATTERSON
3990 BEN DAIL RD
631 BIRDIE LANE
2895 MEMORIAL CHURCH RD
1025 PERTH RD
6668 LEAH JUSTINE DR
1436 FIELD CIRCLE
3788 WILLIAMS ROAD
3788 WILLIAMS ROAD
530 RUFFIN RD
4240 NICHOLSON RD
257 SUNNY PATH LANE
PO BOX 3001
4 LANDON RD
RICHFIELD
GREENSBORO
DUNN
DALLAS
CHARLOTTE
MONROE
LITTLETON
WILMINGTON
SPARTA
SELMA
GREENVILLE
CONCORD
CONNELLY SPRING
CHARLOTTE
CONCORD
WAYNESVILLE
LEXINGTON
LINCOLNTON
SUGAR GROVE
MOORESVILLE
RALEIGH
WAKE FOREST
FLETCHER
ROCKY POINT
CAMERON
TIMBERLAKE
KING
NEW BERN
RALEIGH
LAURINBURG
FAYETTEVILLE
BURLINGTON
LA GRANGE
NORWOOD
KENLY
TROUTHAN
TRINITY
HICKORY
CLAREDON
CLAREDON
PRINCETON
CAHERON
STATESVILLE
THOHASVILLE
FAIRVIEW
28137
27403
28334
28034
28210
28112
27850
28411
28675
27576
27834
28025
28612
28227
28027
28785
27295
28092
28679
28115
27606
27587
28732
28457
28326
27583
27021
28562 9391
27616
28352
28304
27215
28551
28128
27542
28166
27370
28602
28432
28432
27569
28326
28677
27360
28730
704
336
910
704
803
704
703
910
366
919
252
704
828
704
980
828
704
781
423
508
919
919
828
910
919
336
336
252
919
910
910
336
252
704
919
704
336
828
910
910
919
919
704
336
826
2501 22ND ST SE
4424 12TH ST W
MINOT
WEST FARGO
58701
58078
701 837 6061
701 318 2364
719- 0220
707^ 3328
890- 0602
898- 3002
665 5416
989 2370
298 7295
619 1651
657 0250
631 6855
341 6433
706 5869
413 4998
778 0089
622 6069
421 6001
201 5663
853 3954
534 6599
930 5203
2337545
562 7124
681 0444
675 2702
4996833
364 9798
983 9683
633 2655
266 3558
266 -9880
818 •6237
222 1627
566 3596
474 •3711
284 5816
450 8913
472 0631
294 2539
653 3755
234 1335
284 1175
499 6833
657 3526
442 3944
712 7840
52
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ND
EDINGER. SCOTT K
Area Phone
Addres s
City
2907 EAST AVE E
BISHARCK
58501
701 258-5875
6949 EAST ASH RD
9417 MANOERSON ST
7727 N 107TH AVE
1107 SOUTH 0 ROAD
3621 432ND TRAIL
7112 N. 65TH STREET
PO BOX 373
14205 SHONGASKA RO
14100 AGNEW RO
FIRTH
OMAHA
OMAHA
AURORA
RUSHVILLE
OMAHA
CERESCO
OMAHA
GREENWOOD
68358
68134
68122
68618
69360
68152
68017
68112
68366
402
402
402
402
308
402
402
402
402
440
203
575
631
327
590
665
451
786
151 BURKE ROAD
67 N LOWELL ROAD
3 SUNRISE DRIVE
360 OLD PORTLAND RD
29 ROSS ST
GILMANTON
WINDHAM
SHELBURNE
FREEDOM
NASHUA
03837
03087
03581
03836
03060
603
603
207
603
603
267- 1921
4265227
754- 6349
539- 2835
533- 9285
07731
08879
07860
08107
07826
06817
07748
07080
08012
07407
08322
07422
08081
07920-3503
08021
08310
07480
08050
08010
07304
08884
08055
08092
08081
08848
08004
732
908
973
856
973
732
732
732
856
201
856
215
609
908
609
856
973
609
609
201
732
609
609
856
908
609
363- 5754
599- 8363
383- 3936
287- 5467
946- 4515
991- 2145
546- 5529
539- 9257
628- 0371
665- 5013
340- 0077
806- 5480
352- 9220
306- 0677
922- 7826
207- 9540
464- 1768
290- 6655
3867746
332- 2623
2515540
3320567
294- 9375
262- 9695
996- 4321
707 -7697
State Count:
NE
NE
NE
NE
NE
NE
NE
HE
NE
HESTERMANN. MARVIN .
GREGORY. BRYAN J
RYAN. STEVEN L
BERTHELSEN. OLIVER (
NELSON, TRENT A
DEKAY. JERRY L
SANDERS. DALE B
SMITH. TONY J
HILFIKER. TIMOTHY A
4216
2744
1279
7739
2237
7559
2158
1788
3622
State Count:
NH
NH
NH
NH
NH
VEZINA. MARC J
O'SULLIVAN, JACK
DUBE. VALIER
HAROULES. BRYAN J
KOLOCOTRONIS. ARTHUR A
State Count:
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
5
KUBALSKI. JOHN L
19 HEMLOCK ROAD
HOWELL
DEAfiAUJO, MICHAEL I
13 SAINT PETER DRIVE
SOUTH AH80Y
EVANS. JOHN E
19 RHEA RUN ROAD
NEWTON
ZA6AWSKI. ERIC
45 HARDING AVENUE
OAKLYN
OEGROAT. DANA 0
10 HIRAMS GROVE RD
BRANCHVILLE
CLEAVER. ROBERT S
10 DUNOAR RD
EDISON
ENGLAND. JOHN F
146 KINGS HWY
HIDDLETOWN
BERMAN. YEVGENY *ZOLTAN B 113 STERLING AVENUE
SOUTH PLAINFIEL
SILBEREISEN. LOIS *ERIK S 67 BRYANT RO
TURNERSVILLE
ZACCONE. STEPHEN
130 LINCOLN AVE
ELHWOOD PARK
TRAVERS. JOSEPH A
185 LAKEVIEW AVE
FRANKLINVILLE
STUDLEY, TIMOTHY S
225 POHATCONG RD
HIGHLAND LAKES
BLOCKLINGER. SAMUEL J
47 MULLEN DR
SICKLERVILLE
LAUSTSEN, RICHARD
5 PEACHTREE RO
BASKING RIDGE
BAUERS. MICHAEL T SR
24 MT CLEMENT AVE
PINE HILL
PAGLIUGHI. ERIC M
657 WEYMOUTH RD
BUENA
DURKIN. STEVEN
65 MAPLE RD
WEST HILFORD
SPANO. ROBERT
267 CROWS NEST RD
KANAHAWKIN
PALOMBI. ERNEST
616 WALTON AVE
BEVERLY
WA5IELESKI. CHARLES E
227 CLENDENNY AVE
JERSEY CITY
HICKMAN, WILLIAM *BILL*
191 MANALAPAN ROAO
SPOTSWOOD
METZGAR, RONALD
2 EVERGREEN TRAIL
MEDFORD
SHARKEY, TIMOTHY
210 COX AVE
WEST CREEK
RICHES. JOHN J
3 CORALBERRY DRIVE
SICKLERVILLE
HERVE. BRUCE
611 MILFORD HT PLEASANT R HILFORD
SEIDMAN. MARC
800 SALEM COURT
ATCO
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r 11 u J. / uX
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Date
Run Date :12/31/09
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
TEREBEY. GEORGE
GOLDEN. JAMES S
MACALUSO, JOSEPH
BEVACQUA. ANTHONY
BORINO. ERIC A
SEIDMAN. ADAM R
DECASIEH. MARK J
DOSSANTOS, ALEX H
State Count:
NM
NM
NM
NM
NH
NM
NM
NM
NM
HM
NH
NM
NH
NH
NM
NH
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
799 HCKENOIMEN RO
220 YOUNG RD
188 WEST 27TH
466 MAMIE DR
1242 VICTOR
820 DAWN COURT
209 HOBART AVE
289 STEVENS AVE
VINCENTOWN
TRENTON
BAYONNE
BRICK
UNION
WILLIAMSTOWN
ABSECON
S AHBOY
08088-8632
08619
07002
08723
07083
08094
08201
08879
609
609
201
732
908
856
609
732
268-2894
586-4038
436-9334
920-5093
206-9796
262-8569
646-8215
904-2600
3800 N ROTH
BOX 1032
12 SUGAR MAPLE
7618 CREE CIRCLE
11101 ACOMA ROAD SE #8
1616 ROBERT DALE DR NE
300 S MANCHESTER
2026 VERMONT ST NE
3309 HUNTERS HEADOWS CIRC
18 LOS CIELOS LN
800 HONDO RD SW
251 HANKS DR
PO BOX 45329
2216 GARDEN RD
1851 ALIF ROAD NE
1225 GLORICTA NE
HOBBS
TUCUMCARI
MAYHILL
SANTA FE
ALBUQUERQUE
ALBUQUERQUE
HAGERMAN
ALBUQUERQUE
RIO RANCHO
SANTA FE
RIO RANCHO
LAS CRUCES
RIO RANCHO
RIO RANCHO
RIO RANCHO
ALBUQUERQUE
88240
88401
88339
87507
87123
87112
88232
87110
87144
87507
87124
88005
87124-5329
87124
87144
87112
575
575
325
505
505
505
575
505
505
505
505
575
505
505
505
505
259-9553
461-4321
665-4391
795-1502
620-2690
363-5896
626-3955
379-8081
615-4720
480-3647
730-3673
525-0156
6920686
2358665
891-1188
296-9779
HENDERSON
89074
RENO
89506
89052
HENDERSON
89408
FERNLEY
NORTH LAS VEGAS 89081
89015
HENDERSON
89002
HENDERSON
89117
LAS VEGAS
89441
SPARKS
89403
DAYTON
702
775
702
775
702
702
702
702
775
775
547
972
606
846
325
564
565
869
425
842
RQNKONKOMA
RIDGE
KERHONKSON
CORNWALL ON HUD
N MASSAPEQUA
FARMINGDALE
HOLMES
631
631
845
645
516
516
845
467-3163
924-1739
626-0982
542-2914
721-5740
694-1341
742-6978
16
SALERA. JOHN H
CARR. LLOYD R
CHURCH. BRIAN W
PRE5T0N. RONALD S
YEE, ALLEN C
LAMB, CHRISTOPHER A
2540 HUMMINGBIRD HILL AVE
11400 DEADWOOD DRIVE
516 BROKEN SHALE CIRCLE
2880 HORSESHOE LANE
3137 GANNON RIDGE AVE
240 W KIMBERLY DR
722 SCOTTSDALE
VETTER. MICHAEL D
8713 PESARO OR
CEFALU. SALVATORE
55 BRIDLE PATH TERRACE
MOORE, GARY C
COCHRAN. WILLIAH A I I I *B 519 YELLOW JACKET DR
State Count:
NY
NY
NY
NY
NY
NY
NY
City
34
LOPEZ, ELUEO *LEO*
BYRO. MARSHA *CODY EMP*
WIGGINS. THOMAS *DAVE*
TRUJILLO. ERNEST B JR
GRIEGO. MARK C
DANIEL. ROBERT L
MOORE. JOHN D *JD*
STEWART. SEAN W
GRISWOLD. JUSTIN W
ARAGON. ABEL
CRUZ. ART L
HARTLEY, JOHN R
HURRAY. TERRY J
SPEAR. DEAN
SWARTZ. RON
HENSON. JARROD S *SHANE*
State Count:
ALTOMARE. THOMAS J
TAPPEN. ARTHUR J
BRUNO. MICHAEL
SHITH. ROBERT
CORDOBA. JULIO C
WAGNER. FRANK P
BERGHOLC. BRADLEY W
Area Phone
Address
0427
3332
3566
5415
5999
3194
4910
3924
6984
0490
10
191 VICTORY DRIVE
7 HARGINWOOO DRIVE
25 DECTER DR
45 CLARK AVE
341 N VIRGINIA AVE
46 HALLOCK STREET
8 ANDREAS COURT
11779
11961
12446
12520
11758
11735
12531
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Date
Run Date : 12/31/09
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
BARBERIO. PIETRO *PETER*
SMITH, DAVID G
OSTOLSKI, CHRIS L
HEALEY. STEPHEN R
GIARAMITA. MARIO *FRANK G
HILL. STEVEN R
DIETRICH. MICHAEL P
GALDIERQ. RICHARD *STEVE
CHRISTENSEN. SOREN
ZAVODSKY. JOSEPH M
BEARDER, SCOTT & MARY - M
GOETTERMAN. HOWARD J
LOPEZ. ROBERT
MANOR. ELLEN *CHRISTINE*J
PERRY, MIKE
BEADLE, PHILIP A
MONDORE. RUSSELL A
GRIMM. DANIEL R
MARTIN, MANUEL E
VILLANO. DAVID SR
MIRABILE, ANTHONY
ROGERS. ANDREW J
SHIELDS. PAUL
HACYGIN. RONALD A
KOKOT. ADAM
FRANK. PAUL
CAPAN, BRUCE
POLLOTTA. CHRISTOP
HEWITT, ELWOOD 0
GAMBINO. PHILIP
BACON, RUSSELL
WINKELMAN. SCOTT
FATIGATE, RICKY B
OLDICK, JOEL H
CARL. ANDREW J
RIZZO, CHRISTOPHER 0
RESTMEYER. FRANK JR
MEHH. CARL W
SWEET, RANDY C
LORY, DEIGN W
VILLANO, DAVIO B I I I
HORSTMANN, CHRISTIAN
SANCHEZ, JOHN II
TAYLOR. JEREMY M *JAY*
State Count:
OH
OH
OH
RUBEL. JAHES
HALL, JEFFREY D
SANCHEZ, DAVID R
Area Phone
Address
City
25 EAST BLVD
3567 COUNTY RT 7
4594 SHISLER RD
620 MOTT RD
60-88 60TH AVE
3737 DEER MEADOW RUN
29 NORTH CANAL ST
80 INDIAN PASS
9 MAGNOLIA DR
37 TULIP TREE DR
21 SAGENDORF LANE
2776 SHADAGEE RD
21 PARKSIDE AVE
1511 CLOVE VALLEY RO
24 HARVEST WALK
282 E 96 ST APT IF
1193 US HWY 20
12 PLEASANT VIEW AVE
2903 WATCHILL AVE
310 CONCORD AVE
164-22 89TH ST
60 SHITH RO
1272 CAIN RD
112 LIDO PROMENADE WEST
53 WEED AVE
206-20 47TH AVENUE
50 DENSMORE ROAD
4 WESTWIND DRIVE
25 RIVERBENO RD
203 EVERGREEN STREET
1653 PREEMPTION ST
4052 FANCHER RD
PO BOX 123
5709 STATE RT 167
622 NEW SALEH RD
3391 LINDBERGH AVE
17 PROSPECT OR NORTH
84 HURLEY RD
953 COUNTY RD 123
514 PLOSS RD
310 CONCORD AVE
53 HALLOCK ST
39 PICKWICK DR
10 DOREEN DR
EAST ROCKAWAY
HILLSDALE
CLARENCE
DUANESBURG
MASPETH
MACEDON
GREENE
STORMVILLE
KINGS PARK
GARNERVILLE
WYANTSKILL
EDEN
HILLER PLACE
LA GRANGEVILLE
WEBSTER
BROOKLYN
WEST WINFIELD
TROY
MEDFORD
OCEANSIDE
HOWARD BEACH
WURTSBORO
YOUNGSTOWN
LINDENHURST
STATEN ISLAND
BAYSIOE
ROCHESTER
ROCHESTER
SAUGERTIES
STATEN ISLAND
GENEVA
HOLLEY
JOHNSBURG
LITTLE FALLS
VOORHEESVILLE
OCEANSIDE
HUNTINGTON STAT
SALT POINT
MAYFIELD
RICHHONDVILLE
OCEANSIDE
FARMINGDALE
COMHACK
STATEN ISLAND
11518
12529
14031
12056
11378
14502
13778
12582
11754
10923
12198
14057
11764
12540
14580
11212
13491
12180
11763
11572
11414
12790
14174
11757
10306
11361
14609
14624
12477
10308
14456
14470
12843
13365
12186
11572
11746
12578
12117
12149
11572
11735
11725
10303
516
518
716
518
917
585
607
845
631
845
518
716
631
845
585
646
315
518
631
516
718
645
716
631
917
718
585
585
845
646
315
585
518
315
518
516
631
845
518
518
516
516
631
718
2876 WILLIAMSBURG CIRCLE
5454 MOONFLOWER CT
142 PARKWOOD AVENUE
STOW
GROVE CITY
AVON LAKE
44224
43123
44012
330 676-6338
614 871-6036
440 993-4108
672 4077
610 0814
912 4358
528 2784
335 4972
732 9856
222 9416
849 4724
361 3660
947 1649
728 0552
570 0785
258 7339
380 0856
787 1529
492 2455
725 2734
461 5906
745 2901
766 2028
843 8769
888 2479
745 7249
226 6952
9921
903
4238737
266 4073
594 3513
246 8515
0781
879 3426
789 2227
638 5440
494 4656
823 3229
765 4067
536
423 2046
635 2982
863 8171
294 6525
2028
766 8790
845
921 6829
761 1967
51
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Page
Date
Run Date ;12/31/09
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH •
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
SZUST. DEHIAN V
HOUGHTON. HARION *OALE*
WRIGHT, JASON L
KOTALAC, RICHARD J
SNYDER, HUNTER 0
SPRANG, TODD M
ANDERSON. BRIAN »
PERKEY, RICHARD 0
SINYUK. ALEXANDER
FISCHER, KENNETH G
MORTIMER. MARK T
RATHBUN, WAYNE E
CAUDILL. BRIAN D
GALLAUGHER. WILLIAM J *BI
MCGLADE. JASON E
HARTLIEB, JEFFREY H
FRENCH, VINCENT J
BURGER. PAUL A
BRESLIN. FLOYD *SCOTT*
BARNES. JOHN E
STEPHENS. THEODORE E *T£D
GOLLIHER. RANDY T
WILLIAMS. ROGER
ROACH. BILL L
WROBEL. ROBERT
WHEAL. BRIAN A
STARLING. RICHARD G
SCHNEE. FREDERICK W
LA5K0WSKI. JOHN
HORRIS. KURT
MCCABE, MERLIN R
JARRELL, ELI
MALLORY. ROBERT K
HATTAR, SAGER R
TUREK. FRANK R
STEVENS. GEORGE
BQYER. TERRY A
KNOP. KIMBERLY R
DEMPSEY. MICHAEL W
SCHWAB. MATTHEW E
LOWERY, MICHAEL R
DAVIS, ARON G
BECK, KEVIN D
MORGAN. RALPH *DENNY*
BOWER. W SCOTT
TI8BETT5. GREGORY L
WHITE, DENNIS J
GROSSNICKLE , SCOTT S
State Count;
51
Addres s
City
10768 PEBBLE BROOK LANE
28946 SHERBROOK DR
PO BOX 203
3605 GOOD ROAD
168 BACON ROAD
731 KATHRYN OR
5760 GREENLAWN RD
124 HAVENWOOD
4856 DEEP HOLLOW DR
7625 KINGMAN PL
9124 RANCHILL OR
2227 PAR DR
11037 DUNSBY DR NW
2388 LIBERTY HILL RD
1924 DRESDEN RO
809 CEDAR GROVE CR
5113 WISSMAN
10482 PLANK RD
876 CLIFF5IDE DR
4245 U S RT 40
1005 N 14TH ST
I09I WINCHELL RO
3701 EAKINS RD
2965 HAMILTON SCIPIO RD
1166 LAFAYETTE Gl9
2722 N MUNCEY DRIVE
1909 LIMBACH RD
504 SUPERIOR STREET
9434 CONCORD CIRCLE
5145 BIRCHCREST
112 ASH ST
1174 DEBLIN DR
5707 NELLA AVE NW
1096 S MUSCOVY
2173 HAINES RD
5306 MAPLESBURG OR
3803 HEHPHILL RD
4730 WHITE HOUSE SPENCER
6700 QUEENS WAY
9965 BAINBRIDGE RD
11943 ORRVILLE ST NW
9250 BLADE RD
121 REGENCY CT
2470 WEST BENT OAK
7257 ZANE TRAIL
6181 SHERMAN RD
500 KENT RD
838 EILEEN DR
STRONGSVILLE
WICKLIFFE
JUNCTION CITY
SEVILLE
CARROLLTON
LOUDONVILLE
HAMILTON
ENGLEWOOD
COLUMBUS
LEWIS CENTER
CINCINNATI
AKRON
UNIONTOWN
CHILLICQTHE
ZANESVILLE
SAGAMORE HILLS
TOLEDO
MONTVILLE
NEW CARLISLE
NEW PARIS
SEBRING
AURORA
CUYAHOGA FALLS
HAHILTON
MEDINA
PORT CLINTON
CLINTON
GENOA
TWINSBURG
YOUNGSTOWN
LYONS
MILFORD
NORTH CANTON
LOVELAND
MADISON
MONCLOVA
BARBERTQN
MONCLOVA
NORTH ROYALTON
CHAGRIN FALLS
HAS5ILL0N
MINERVA
COVINGTON
NORTH CANTON
CIRCLEVILLE
GALENA
TIPP CITY
MACEDONIA
Area Phone
44149
44092
43748
44273
44615
44642
45011
45322
43228
43035
45231
44312
44685
45601
43701
44067
43615
44064
45344
45347
44672
44202
44223
45013
44256
43452
44216
43430
44087
44515
43533
45150
44720
45140
44057
43542
44203
43542
44133
44023
44647
44657
45318
44720
43113
43021
45371
44056
440
440
740
330
330
740
513
937
614
614
513
330
330
740
740
440
419
440
937
937
330
330
330
513
330
419
330
419
330
330
419
513
330
513
440
419
330
419
440
216
330
330
937
330
740
740
937
330
238
944
605
335
495
263
236
654
302
214
550
608
701
701
607
497
340
223
849
273
206
562
923
863
722
265
882
855
963
719
923
831
497
722
428
877
958
877
582
440
806
868
473
494
477
657
667
562
5400
0860
4664
3516
0677
1483
8665
4989
8129
1843
0170
8863
4229
9329
1037
7494
5712
8820
9078
5182
3560
4589
1217
0299
1512
6816
9415
3043
3946
2641
5791
3748
6149
3668
3267
0612
7454
9503
2579
4683
3681
0960
5743
1780
2015
1665
1804
9416
23
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Page
Date
Run Date :12/31/09
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
PERRY. MARK A
CARSWELL. GREGORY D
HOLMES. WALTER L
ZEILER I I . WILLIE E
CORNELIUS. JIMMIE L JR
TABER. MICHAEL E
• BALDWIN. GREGORY L
OLSON, ROBERT T
KING. HARK A
PHILLIPS. JAY
MOORE, DONALD J
ELSTON. ROBERT L
REYNOLDS. DALE
TOPPER. DAVID H
State Count:
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
FAIRISH. PETER
KALCHTHALER, DANIEL D
TEAMAN. TREAVOR M
LAVOIE, PATRICK A
HAINES. VERLE R
ULSH, GLENN J
WEOEHAN. TIMOTHY G
RICHARDSON. THOMAS L
PLATT, JACK H
MANDIC. ALAN J
DOUGHTY, JOHN E
TYSARCZYK. STEPHEN J
LOTOWSKI. JOHN
SKEEN. LARRY T *TIM*
ULSH, DEAN L
JUMPER. CHAD L
BROWN.THOMAS C
City
7521 S DARLINGTON AVE
2233 MAPLE DR
408 NW 96TH STREET
1001 KERSHAW
1813 AUSTIN
14704 S HARVEY
506 SW 3RD ST
1616 CALIFORNIA
44 NE 51ST ST SUITE 02
8397 E 580 RD
6800 W CHARTER OAK ROAD
15454 E 92ND ST N
6301 E ROCK CREEK RD
142 HILLSIDE AVE
TULSA
MIDWEST CITY
OKLAHOMA CITY
MUSKOGEE
OKLAHOMA CITY
OKLAHOMA CITY
MOORE
CHICKASHA
OKLAHOMA CITY
CATOOSA
EDMOND
OWASSO
NORMAN
PONCA CITY
74136
73110
73114
74401
73127
73170
73160
73018
73105
74015
73003
74055
73026
74601
918
405
405
918
405
405
405
580
405
918
405
918
405
580
629-1199
808-5459
842-0496
869-2548
313-8353
921-8990
556-0466
678-5036
213-6113
2664118
341-9322
272-7623
447-3073
763-1915
6 SOUTHEAST CRESTLINE PLA
20810 YOSEHITE ST NE
21845 SW MANDON COURT
2471 BAINES BLVD
2911 SW VOLCANO CIRCLE
620 IRONWOOD DR SOUTH
7712 KINGSTON CIRCLE
4480 CORONA ST
945 V COURT
1014 NE DEWEY DR
10021 STERLING CREEK RD
6887 SW ERMINE RD
37611 SE LUSTED RD
HERMISTON
AURORA
TUALATIN
HUBBARD
REDMOND
SALEM
WHITE CITY
EUGENE
COTTAGE GROVE
GRANTS PASS
JACKSONVILLE
TERREBONNE
BORING
97838
97002
97062
97032
97756
97306
97503
97404
97424
97526
97530
97760
97009
541
503
503
503
541
503
541
541
541
541
514
541
503
786 -3798
545 -0066
349 •5145
260 -1063
408 -3693
884 -6605
944 • 7900
520 -4654
335 -9638
476 -0458
899 -1040
548 -5851
781 -0768
1105 PRESTON ROAO
2610 CLARE STREET
99 CENTER ROAD
1206 SULLIVAN TRAIL
522 BURNSIDE ROAD
235 MOYERS STATION ROAD
4087 HARHANS WAY
38 WEST GREEN ST
217 PINE RD
3008 HILL RD
322 POSSUM HOLLOW RD
918 PITTSBURGH ST
3 KREPPS RD
4168 BATTLE RIDGE RD
PO BOX 384
2600 IDLE RD
140 WIDDOWSON RD
N VERSAILLES
GLENSHAW
QUARRYVILLE
EASTON
MCDONALD
SCHUYLKILLHAVEN
GLENVILLE
BECHTELSVILLE
WALLINGFORD
SELLERSVILLE
WAMPUM
N VERSAILLES
AMBRIDGE
MCDONALD
AUBURN
MARYSVILLE
QUARRYVILLE
15137
15116
17566
16040
15057
17972
17329
19505
19066
18960
16157
15137
15003
15057
17922
17053
17566
412
412
717
610
412
570
717
610
302
215
724
412
724
412
570
717
715
824486519330334^
527965960383257
624
829
522
999527
773
875
14
LONG. GENE A
GENTERT. HERBERT P
GERKE. HEINRICH
DAGGETT, TRAVIS S
CONN. LOREN *BRAD*
FLOCK. FRANK D
GREEN, JOSEPH W
WILKINSON. LEE C
GABRIELSON, CARL I
HICKS. RODNEY L
LIGHTNER. MARSHAL A
BROWN, DOUGLAS M
SANDERS. PAUL D
State Count:
Area Phone
Address
13
3740
2065
7586
9924
7993
1378
3593
1470
9309
3809
0471
7792
5972
1488
5108
6038
0168
24
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Page
Date
Run Date ;12/31/09
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ZIMMERMAN. MARK G
GAVIN. DAVID V
THURSTON. CHARLES *CHIP*
GRIMSLEY, TIMOTHY
HAMHAKER. DAVID R
CHECCHIO. HARRY A
ZINCK. FRED
KOPCZA. MARK E
SMITH, PAUL A
TORRE. FRANK E
TECONCHUK, ALAN A
KEHP. BOB J
GREGO, WILLIAH *TRUCK 2*
ROSENBERGER, ARTHUR
SATENSTEIN, NIKOL
YURKOVITCH. RICHARD S
RAUCO. DOUGLAS M
KELLY. GEORGE A
URBAN. TIMOTHY W
BOUCHER. SCOTT A
YINGER. GALEN A
FOLEY, DAVID W
NACE, CHRISTOPHER J
FERN, MICHAEL L
HENRY. FRANK T
State Count:
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
RI
SC
SC
SC
SC
HOOPER. D.A.
CRAIG. OERRILL *SCOTT*
JONES. THOHAS M JR
THOMAS. JOHN W
716 W LEXINGTON RO
420 EAST RAVINE AVE
1417 CHERRY ROAO
769 BROAD ST EXTENDED
340 NEW BLOOMFIELD RD
1138 APPLETON AVE
600 S ELMWOOD AVENUE
2535 LAMBS GAP RO
715 E ORANGE STREET
361 PATTON STREET
5 LANSING ST
344 OLD DELP ROAO
3500 JEFFERSON AVE
6468 TOLL GATE RD
824 HAPPY CREEK LANE
1050 HUDSON WAY
636 PIGEON CREEK RO
1314 BROADVIEW EAST
55 WENTZEL RD
1180 E 2ND ST
638 GLADYS DR
RRl BOX 436
465 STONERIDGE RD
98 SPRING HILL LANE
20 BRYAN WYND
LITITZ
LANGHORNE
BLUE BELL
DELTA
DUNCANNON
BENSALEM
GLENOLOEN
ENOLA
LANCASTER
WARMINSTER
N WARREN
LANCASTER
WASHINGTON
ZIONSVILLE
WEST CHESTER
NAZARETH
POTTSTOWN
DOWNINGTOWN
MOHNTON
COUDERSPORT
NAZARETH
SCOTRUN
EMHAUS
LEBANON
GLENMOORE
Area Phone
17543
19047
19422
17314
17020
19020
19036
17025
17602
18974
16355
17601
15301
18092
19380
18064
19465
19335
19540
16915
18064
18355
18049
17042
19343
717
215
610
410
717
215
610
717
717
215
814
717
724
610
610
610
610
610
610
814
610
570
610
717
609
626^0605
741^5537
275^1406
688^4157
8349251
6330762
4618055
7326549
3938703
957^6249
7230777
559-3379
345-3383
965--7058
696-3686
614-0950
469^2269
269^8337
223-6653
274-8460
759-7293
977-1744
966-4462
272-0844
605-0258
MANSIONES DE COAMO
COAMO
P 0 BOX 1093
OROCOVIS
CARRETERA 734 KM 5 HM 4 I CIDRA
PO BOX 523
CAYEY
URB CIUDAD PRIMAVERA C l l , CIDRA
PHB 440
CABO ROJO
STE 108 PMB 290
GUAYNABO
PMB 232
BAYAMON
PO BOX 3403
JUNCOS
PO BOX 103
BARCELONETA
CALLE 17 #2T77 MIRADOR BA CAGUAS
00769 9301
00720
00739
00737
00739
00623
00968
00956
00777
00617
00725
787
767
787
•NO
787
787
787
787
*N0
787
787
557-7216
380-8838
473-5151
PHONE***
613-5739
834-6848
768-2361
797-5195
PHONE***
402-9291
399-1795
40 COLONY RD
CHARLESTOWN
02813
401 364-7572
168
115
805
600
WEST COLUMBIA
WALHALLA
LADSON
MYRTLE BEACH
29170
29691
29456
29579
803
864
843
843
11
PHELAN. RICHARD
State Count:
City
42
RAMOS. LUIS J
RODRIGUEZ. JOSE A
MELENDEZ. GABRIEL
BALORICH. JOHN
RIVERA. ANDRES J
COLON. HECTOR
DIAZ. HIGINIO M
BETANCES. LUIS E
JIMENEZ. HECTOR
CORREA. EDGARDO
CRUZ. RAMON C
State Count:
Address
1
E lOLEWOOD CIRCLE
BUXTON
LECTURE DR
MERTON CT
794-0429
247-2448
425-6851
742^7201
25
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Date
Run Date :12/31/09
itate D i s t r i b u t o r Name
SC
SC
SC
SC
SC
SC
SC
SC
BROOKS. SHAWN M
VAUGHN. JERRY
HALL. ROBERT E
SMITH. JIMMY R
WRENN. JOHN
CAPPS JR. RALPH *BENNY*
BERRY. DAVID M
MORE, GARY C
State Count:
SD
SD
SD
SD
SD
SD
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
City
208 HAHLET CIRCLE
800 TIOVOLI CT
2135 FLORENCE HWY
101 COY COURT
715 FAIRVIEW CHURCH RD
724 SPRINGDALE RD
1700 PET SITES RD
1897 DIBBLE RD SW
GOOSE CREEK
WEST COLUMBIA
SUMTER
SUMMERVILLE
FOUNTAIN INN
ROCK HILL
CHAPIN
AIKEN
29445
29170
29153
29483
29644
29730
29036
29801
843
803
803
843
864
803
803
803
743359495688862329932646-
6665
9868
2130
4093
7677
5241
7979
6306
2809 S CORTLAND AVE
501 HONEYSUCKLE
518 E JACKSON STREET
1801 COPPERDALE DR
503 N BROADWAY
321 5TH AVE
SIOUX FALLS
HARRISBURG
RAPID CITY
RAPID CITY
CANTON
WATERTOWN
57103
57032
57701
57703
57013
57201
605
605
605
605
605
605
332595415863214929-
7810
8900
2685
0825
0394
5478
5209 COLLETON WAY
226 LAMBERT LANE
1203 EVERETT DRIVE
47 BIG TREE DRIVE
1016 FLINT DRIVE
949 LEGGETT RD
545 KELLER RD
1207 HARBIN RD
2327 SOUTH HAVEN RD
100 DEVONSHIRE TRAIL
826 BASS LANE
161 COUNTY ROAD 967
7304 AUTUMN CROSSING WAY
2019 LAKEVIEW RD
2526 CAMPBELL STATION RD
1254 BAKERS WORK ROAD
139 COTHRAN RD
7020 ANDERSON LANE
4272 TROUSDALE LANE
1035 OLD OLIVER RD
2133 ASBURY RD
9480 FORESTWOOD RD
9137 HILLMAN WAY
7211 WHITE OAK VALLEY CIR
17 NEW CASTLE OR
4265 ROCKY BRANCH RD
1821 CEDAR LANE
2300 BIRD RD
75 LESLIE SCRUGGS RO
1407 SAWHILL CREEK LANE
BRENTWOOD
MARYVILLE
CHATTANOOGA
PINSON
HENDERSONVILLE
6RAYSVILLE
AFTON
DANDRIDGE
KNOXVILLE
HENDERSONVILLE
HT JULIET
RICEVILLE
BRENTWOOD
SPRING HILL
CULLEOKA
BURNS
HQHENWALD
KNOXVILLE
COLUMBIA
WALLAND
KNOXVILLE
GERMANTOWN
MEMPHIS
MCDONALD
ATOKA
WALLAND
NASHVILLE
LENOIR CITY
HUMBOLDT
CORDOVA
37027
37803
37421
38366
37075
37338
37616
37725
37920
37075
37122
37370
37027
37174
38451
37029
38462
37918
38401
37886
37914
38138
38133
37353
38004
37886
37212
37771
38343
38016
615
865
423
731
615
423
423
865
865
616
615
423
615
931
931
615
931
865
931
865
865
901
901
423
901
665
615
865
731
901
371- 4262
982- 9675
827- 5893
421- 8248
429- 9591
618- 4764
972- 0215
748- 2513
617- 2146
594^ 7711
332- 1715
650- 0500
739: 8997
334- 1608
224- 0487
238- 5073
628- 3258
323- 1247
224- 9672
680- 2844
5245469
755 -4422
372- 9466
238- 9332
837- 3169
982- 5395
269- 4120
986- 4205
824- 4937
751- 0435
12
SPARS. JEFF
MANNHALTER, JOSHUA L
DELANEY, SEAN K
HARSHALL, LEE M
NELSON, DUSTIN R
BOWDEN. NICHOLAS R
State Count:
Area Phone
Address
6
LOEB, BRIAN A
SKEEN. ERIC A
EDWARDS. HARK A
HANCOCK. JAMES R
HONEYCUTT. DENNIS J
HUDSON, GREGORY J
MORIN. ALAN R
PAGE, RICHARD J *RICK*
RHODES. GILLIS I
GAMBLE, MILTON L
DICKESON, SHAWN C
HENDERSON. ROBERT *KEITH*
ANDERSON. MITCHELL B
COLLINS. JAN A
DAVIDSON, NATHAN A
OLIVER. SCOTT W
BAKER, IRVIN P
HACKLER. STEVEN R
STAGGS. RONALD E
DUNLAP. RONALD V
HILL, DONNIE
NEERGAARO. KEITH
TAYLOR. ROBERT S
KAYLOR, DAVID J
PATTERSON, RONALD H JR
DUNLAP. MICHAEL L
HUNSELL. PIERRE *PETE*
HAGA. HAROLD L
HUCKABA. PETER M
TAYLOR, BRADFORD S
26
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Run Date :12/31/09
State Distributor Name
State Count;
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Address
City
17411 WATERVIEW DR
13800 LLANO DR
2708 CR 7720
1214 CACTUS FLOWER DRIVE
224 TIERRA GRANDE
1820 HERMITAGE DR
10219 WAYWARD WIND
484 CROWDER LANE
100 SILK TREE LANE
11304 PARDONERS TALE LANE
1415 COBB RANCH RD
18215 HOLLY THORN OR
PO BOX 3692
2314 RAVENWOOD DR
908 SW 4TH ST
6911 CLOUD SWEPT LANE
107 RID6EVIEW DR
164 DEES TRAIL
2064 TRAILWOQD DR W
7901 PROSPER
12540 WESTERN GULL
10460 MONTANIO
3884 CR 123
1404 LONG VIEW DR
19303 REMINGTON BEND DR
3024 21ST STREET
10750 BRIAR FOREST
2 FOXBOROUGH CT
226 HARRIS DRIVE
700 MEADOW LAKE
24906 WINTERGREEN OR
9320 STATE HWY 56
2034 BLAKE AVE
1310 CASTLE HILL TRAIL
809 DALTON
9626 GOLD RUSH SPRINGS DR
9221 LANTERN CREEK
425 BRADY RD
805 CAVALIER
2399 ACR 4120
14710 GAHBLE RD
7403 RICHMOND AVE
10616 HUNTER DR
6412 STORM DR
3116 CR 805 B
10610 CATFISH LANE
6000 N KOUNTRY LOOP
MONTGOMERY
WEATHERFORD
LUBBOCK
ADKINS
CIBOLO
ROUND ROCK
HOUSTON
LONGVIEW
ROUND ROCK
AUSTIN
PARIS
TOHBALL
VICTORIA
GRAND PRAIRIE
MORTON
HOUSTON
SHERMAN
BRUCEVILLE
BURLESON
AMARILLO
EL PASO
NEW BRAUNFELS
GAINESVILLE
PEARLAND
HOUSTON
LUBBOCK
HOUSTON
HEATH
SUNNYVALE
LITTLE ELM
MAGNOLIA
SHERMAN
DALLAS
KINGWOOD
PRINCETON
TOMBALL
CONROE
SADLER
PASADENA
PALESTINE
SANTA FE
LUBBOCK
JUSTIN
WATAUGA
CLEBURNE
SAN ANTONIO
MISSION
Page
Date
Area Phone
30
ROTH, LANCE D
HOBBS. MICHAEL S
SMITH, SAMMY G *TRK 2*
PETERS. JEFF R
FURLONG. CODY
BOATRIGHT. STEPHEN
KIBBEY. CHRISTOPHER M
HOOKER. DERRICK 0 *TERM*
EVANS. DONALD A
CANTU. JAVIER
SHERIDAN. GERALD W
NELSON. MICHAEL 5
BERNAL. TIMOTHY *SCOTT*
SOTO. NOE M
OLGUIN. CHRISTOPHER
STEWART. CARL 0
FISHER. WILLIAH E
GATES, ROBERT A *BOB*
FITZSIMMONS. FRANK *OALE*
HALEY. WILLIAM L
CARAVEO. RICHARD
FAIN. MITCHELL W
RELLER, JASON H
MALDONADO. CHRISTOPHER
MORENO. BRUCE P
CHAPMAN. JERRY L
MADHA. ABRAHAM A *JUSTIN
SNYDER. STEVEN D
HERNDON. JIMMY
HOWARD. FARRELL *KELLY*
TOMLINSON. JACKIE *JACK*
WILBORN. DONNY E *PERRY E
BLANKENSHIP. DAVID H
O'ROURKE. THOMAS
MOORE. JIMMIE A
SCHULTZ. JAMES L
CRAFT. GLENN E
BRADY. JAMES H *MIKE*
LOPEZ, EDMUNDO E
WOODS. DONALD N *JENNIFER
SPENCER. MICHAEL *SHANE*
RUEBUSH. PHILLIP *DAV10*
KIRK, ROBERT A
GASTELUM. CARLOS F
BELZ. JAMES L
WALLACE. LEVI A
LONGORIA, JUAN E
77356
76087
79423
78101
78108
78681
77064
75603
78664
78748
75462
77375
77903-3892
75050
79346
77066
75090
76630
76028
79119
79928
78132
76240
77581
77073
79410
77042
75032
75182
75068
77355
75090
75228
77339
75407
77375
77303
76264
77502
75803
77517
79424
76247
76148
76031
78224
78574
936
817
806
830
210
512
832
903
512
512
903
832
361
817
806
832
903
254
817
806
915
830
214
281
281
806
713
972
972
972
832
903
214
281
214
281
936
214
281
903
409
806
214
817
817
210
956
582
448
863
393
473
415
794
240
638
292
783
257
652
793
549
279
821
717
992
654
227
660
364
813
728
392
952
510
226
834
469
893
906
359
505
380
203
202
220
391
939
790
727
532
360
632
222
0664
0868
3447
9184
0112
7985
1893
9237
1971
1451
1700
0699
9023
2504
4482
2275
7523
6174
9687
8493
4443
4973
5794
0051
2606
0843
8960
9722
2843
5988
1446
7813
3176
5599
5855
4389
6348
3906
9786
0548
7899
4027
0234
2031
1749
4731
6648
27
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Run Date :12/31/09
State Distributor Name
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
GUNDERSON, PAUL E
HEATON. KENNETH N
BEASLEY, DANNY J
POWELL, TRAVIS K
GUTIERREZ. EDGAR
BAZINET. ROBERT N
LEAR. BRIAN A
BLANTON, PAUL K
REAVIS, CODY T
WALLACE, ROBIN R
BRINLEE. RICHARD K
URQUHART, GRANT G
DIXON. DAVID S
INGLE, LARRY J
PELLETT, THOMAS D
KLINSKI, ALEX P
LOPEZ, ERNESTO J
PALACIOS. CHRIS R
BROWN, HENRY A
BREIL, STEVEN R
HANCOCK. HARK A
TICKNER. JEFFREY R
WIESE. STACY L
LOPEZ. CARHEN R *GREG GAR
CESPEOES, MIGUEL A
ECKERSON, MARK A
FARLEY, GEOFFREY E
PARKER, ELMER C
DYER. MICHAEL C
GONZALES. HORRIS II
MORGAN. BENJAMIN L
REYES. EDWARD *EDDIE* *JU
RICHARDS, MIGUEL
SMITH, RONALD
TILLERY, CLAUDE *RAY*
CARR. WILLIAM E *BILLY* *
REASONOVER, OAVIO
B080, STEVEN D
SHERER, KIRK E
MORGAN, STEVEN
HUNT. MICHAEL T
MCCRACKEN. LEONARD C
WILKINSON. BRYANT
HCMURRIAN. TONY M
HAYEA. WARREN D
WHITE. STEVE
FRENCH, LlEF
NOVAK. RICK
WEISS. STEVE D
GARY. CHRIS K
Area Phone
Address
City
14515 BRACKENHURST LANE
2150 RIVER OAKS CIRCLE
802 COUNTY RD 127
837 KELLEY DR
1916 S 32ND STREET
2244 SW CR 0025
1981 BELL RD
2713 BAYBERRY CT
204 S SATTERWHITE
1690 CANYON SHORE OR
705 WISDOM DR
5304 PARK LAKE BLVD
506 MAPLE RUN
1640 CANYON CREEK DRIVE
7400 FH 1650
19438 GRACELY PARK LN
6722 JACK BEAN
1523 STONE MESA DR
5413 OLO GRAKBURY RD
13502 LANDS END
5810 INDEPENDENCE CIRCLE
101 SUGARBERRY AVE
29903-DOBBIN HUFSHITH RD
13558 MASON CREST
8022 SHAGWOOD DRIVE
10655 W MILE 7 RD
2308 WELCH PL
2113 BLUFF CIRCLE
11462 SAGESTANLEY
1200 HILLVIEW DR
134 FINNEY OAKS LANE
105 EAST 24TH ST
3010 JACOB DR
6905 FM 775
855 FM 1632
WILLIAH CARR JR MEMBER
3119 QUAKERTOWN
201 CARRIAGE CIRCLE
1924 OAK FOREST DR
PO BOX 2386
4805 APIS COURT
9050 CLEAVER LANE
209 COUNTY RD 174
PO BOX 12984
4720 BEAUMONT
3019 S SADDLEBROOK LN
461 CR 386
2048 HILLSHIRE
2203 ASPEN STREET
1231 WEEPING WILLOW
HOUSTON
ABILENE
TUSCOLA
EVERHAN
MCALLEN
CORSICANA
IOWA PARK
BRYAN
WHITE OAK
CANYON LAKE
DEER PARK
SACHSE
ROUND ROCK
AZLE
GILMER
RICHMOND
SAN ANTONIO
HOUSTON
GRANBURY
SAN ANTONIO
TEXARKANA
ABILENE
MAGNOLIA
SAN ANTONIO
HOUSTON
MISSION
MANSFIELD
SALADO
HOUSTON
WAXAHACHIE
WEATHERFORD
SAN ANGELO
WYLIE
LAVERNIA
WOODVILLE
FLINT
SAN ANTONIO
SHERMAN
ROUND ROCK
HARKER HEIGHTS
EL PASO
TERRELL
SWEETWATER
ODESSA
GROVES
KATY
SAN ANTONIO
LEWISVILLE
RICHARDSON
SAN ANTONIO
Zip
Code Code Number
77049
79605
79562
76140
78503
75110
76367
77807
75693
78133
77536- 5996
75048
78664
76020
75645
77469
78240
77073
76049
78231
75503
79602
77354
78247
77049
78573
76063
76571
77089
75165
76085
76903
75098
78121
75979
75762
78230
75092
78681
76548
79924
75160
79556
79768-•2984
77619
77494
78253
75067-•7446
75082
78232
832
325
325
817
956
903
940
979
903
512
281
469
512
817
903
281
210
832
*N0
210
903
325
281
210
832
956
817
254
281
214
817
325
817
830
409
903
210
903
512
254
915
972
325
432
409
281
830
214
214
210
577- 7793
201^ 3140
665- 4201
821- 3245
648- 3217
654- 2557
733^ 5412
255- 5917
738- 9147
417- 8B14
235- 8958
865- 8996
971- 5594
371- 1306
235- 0689
832^ 0556
643- 8671
607- 1810
PHONE***
870- 6969
276- 5881
201- 5958
840- 0115
663- 8247
880- 7232
434- 2129
913- 8404
718- 1147
299- 6331
202- 3511
733- 7273
450- 5585
822- 8266
217- 4102
2833498
819- 0799
8277230
8922055
388- 1039
2891395
8211275
5646054
798- 3088
413- 9756
963- 1115
693- 4483
931- 9036
384^ 2120
384- 8297
490- 5461
28
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nu 1 / u 1
Page
Date
Run Date :12/31/09
Address
City
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
6206 ROBIN FOREST
232 EISENHOWER RD
5810 RENDON BLOODWORTH RD
810 CLARISSA PLACE
520 COUNTY RD 136 B
816 WOOD LANE
18011 L0N6CLIFFE DR
114 STONEGATE SOUTH
C/0 MICKEY
6325 CLOVERGLEN LANE
5348 MILLER AVENUE
677 PR 4811 RD
607 ROBINHOOD RD
17905 DANSWORTH DR
7407 SOUTHGATE LANE
5823 LLANO AVE
6003 SPRING OAK HOLLOW
PO BOX 395
3212 S MILAM
1117 HARWOOD CT
275 CR 615
105 E 24TH ST
3805 FAIRGREEN CRT
1114 CR 1077
2830 KENNING
3109 DOW CIRCLE
8750 SPRINGWOOD DR
1908 OAK BLUFF DR
7808 CRESTWOOD CT S
107 CLOVERDALE ST
2603 PATNA
108 PECAN DR
1009 LANELLE
1208 S MAIN ST
453 MOLLIE LANE
9441 PAULA DR
376 BOB WHITE
2702 DOUBLE TREE
23110 EARLMIST DR
1825 AIRLINE DRIVE, APT H
27618 FAIRWAY OAKS DR
8109 SANTA FE
'17527 WARM WINDS DR
3303 91ST STREET
7048 DOVER LANE
19703 TIMBER RIDGE
215 STONEHAM LANE
9125 RUSHING RIVER
3025 IVAN HOE LANE
SAN ANTONIO
DENISON
FT WORTH
GARLAND
KINGSLAND
AZLE
HOUSTON
BOERNE
BEAUMONT
FT WORTH
DALLAS
GONZALES
BRENHAM
PFLUGERVILLE
AUSTIN
DALLAS
SPRING
SANGER
AMARILLO
CROWLEY
EARLY
SAN ANGELO
MIDLAND
FARHERSVILLE
CROSBY
DEER PARK
MONTGOMERY
CARROLLTON
NORTH RICHLAND
MARBLE FALLS
KATY
VICTORIA
IOWA PARK
MIDLAND
ELYSIAN FIELDS
CORPUS CHRISTI
NEW BRAUNFELS
ROUND ROCK
SPRING
CORPUS CHRISTI
HUFFMAN
AMARILLO
TOMBALL
LUBBOCK
RICHLAND HILLS
MAGNOLIA
KILLEEN
FT WORTH
ABILENE
CONNIFF. JOSEPH
KING, GARY W
ESTOLL, DOYLE
HOLLAND. WILLIAH
WEBEL, PAUL
DVORAK. KEVIN
REARDON. KEVIN
WAYLAND. THOHAS
TUCKER. LINDA
SWINNEY, WILLIAH J
SHERWIN, RUSSELL
DECOLA. V *JIM*
MAITLAND. JEFFREY M
VICKERY. KENT
FYQCK. MATTHEW K
WOOD. MARK *WOODY*
CHIPPENDALE. ROBERT
MOSELEY. DALE W
LEMING. ROBERT J
BROWN, SAMUEL *SAM*
WHEELER, GEORGE D
REYES. EDDIE
WHEELER, PAUL E
RICHARDSON. REUEL G
MOBLEY. DAVID N
AISENBREY. CALVIN J *JOHN
ELLIS, IRA G
SMITH. ROBERT R
HURTIK, STEPHEN G
SCHUMAKER, DAVID B
SMITH, GARY E
HARWELL. ALTON 0 *DEAN*
MAYFIELD, DESMOND
DOMINGUEZ. RODOLFO F
MORGAN. ROBERT A *BOB*
DIETZ. WALTER *JOE*
CRISP. ROGER L
RASCH. ROBERT E
BURNS. WILLIAM R *BOB*
BALL, PATRICK S
ROBINSON. BRYAN D
SUFFIELD. BRADY A
HAGLINGER. BRENT R
SMITH. SAMMY *BRAD EMP*
SMITH. JERRY L
FELLOWS. WESLEY D
WILLIAMS, RICHARD K
LAFARLETT. BILLY W
HCGUIRE, RUSSELL L
State Count:
146
Area Phone
78239
75020
76140
75040
78639
76020
77084
78006
77705
76123
75206
78629
77833
78660
78744
75206
77379
76266
79109
76036
76802
76903
79707
75442
77532
77536
77316
75007
76180
78654
77493
77905
76367
79701
75642
78410
78132
78681
77373
78412
77336
79110
77377
79423
76118
77355
76542
76118
79605
210
903
817
214
830
817
261
630
409
817
214
512
979
512
512
214
281
214
806
817
325
915
432
972
281
713
261
214
817
830
281
361
940
915
903
361
830
512
281
361
281
806
281
806
817
713
254
817
325
655 7615
464 0103
313 8665
808 5515
598 5881
444 6380
855 0642
249 5501
735 7524
797 0719
435 9339
844 8665
636 4786
970 4149
385 2769
826 0707
655 9855
666 1499
468 9781
714 0282
642 3984
655 3218
553 2626
674 6237
852 7968
206 3590
703 1322
597 8957
485 3848
598 4002
386 8320
648 8496
592 2407
683 6715
633 8225
242 2159
625 1860
801 6089
286 0662
774 5562
324 -3899
353 -1822
379 -4722
795 -5039
999 -2715
702 -2714
526 -0696
825 - 7072
232 -8109
29
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Ron Date •. 12/31/09
UT
UT
UT
UT
UT
UT
UT
UT
UT
UT
UT
UT
UT
UT
CURTIS. JOHN R
SPARKS. MICHAEL 0
SAWYER. ERIC T
HARMS, SCOTT A
HATCH. RICHARD D
REEVES. CASEY S
BURKE. MICHAEL L
WOLF. LYLE
FOX. VERL E
BEAZER. V. DARYL
SARGENT. KEITH
GARRISON. LEONARD
NEWPORT. RICHARD D
CARD. BRUCE W
State Count:
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
Address
City
Page
Date
Area Phone
195 WEST 100 SOUTH
SALEM
84653
7941 S PALLIDUM RD
WEST JORDAN
84084
1215 SOUTHWINO DR
ST GEORGE
84770
13779 S BLUE ADMIRAL OR- RIVERTON
84096
480 EAST 200 NORTH
CENTERVILLE
84014
3092 N 2500 W
VERNAL
84078
1471 E 1800 S
ST GEORGE
84790
5670 W SUNVIEW DRIVE
KEARNS
84118 7942
1436 £ CHURCHILL DOWNS DR SANDY
84092
916 E ROSEFIELD LANE
DRAPER
84020
229 SOUTH 1500 WEST
OGDEN
84404
5850 GOLDEN OR
MURRAY
84123
6872 MERRILEE CR
WEST VALLEY CIT 84128
363 VALLEY VIEW DR
RICHFIELD
84701
801
208
435
801
801
435
435
801
801
801
801
801
801
435
423- 1651
852- 2331
256- 1769
301^ 4174
671^ 0271
789- 9601
467- 8778
9651126
5990593
571- 0212
394- 4329
265- 2498
252- 7029
896- 8326
611 HUNTON PLACE NE
8 CARTER LANE
5200 PORTSMOUTH RD
45539 LAKESIDE OR
5715 OTTAWA ROAD
6005 CRESCENT POINT DR
507 CHAPEL ROAD
5501 MERCHANTS VIEW SQUAR
112 NORTHBROOKE AVE
13473 SHILOH LOOP
8200 IRETON RD
12903 PECAN TERRACE
9009 BIRMINGHAM DR
7200 STUBBS BRIDGE RD
9833 GORDON RD
113 WYOMING AVE
14958 GREYMONT DRIVE
1321 DARBY RUN DRIVE
621 NOTTINGHAM DR
2917 DOUBLE CHURCH RD
5109 CRABTREE PLACE
4517 FOREST HILL DR
33 WHITE OAK DR
320 GRAND VIEW LANE
767 JOHNSTON RD
23126 THOMAS WOODS TRAIL
PO BOX 316
15000 LARGO VISTA OR
4202 PINEWOOD ESTATE COUR
1070 WITHERS LARUE RD
13897 LEWIS MILL WAY
2300 SPINDRIFT RD
6279 MILLWOOD DR
703
540
703
703
703
540
571
571
757
540
804
804
703
540
540
757
571
757
757
540
757
703
540
540
276
757
804
703
804
540
703
757
703
771- 9272
937- 4911
691- 0743
430 9305
631- 0680
854- 0898
220- 1201
264 7484
651 7741
220 4353
301 3164
433 8182
361 3504
846 1263
846 7922
635 8330
238 5041
482 2794
4630641
8690042
535 8133
273 6565
248 2305
955 9104
783 8677
620 9726
458 0073
328 2342
598 2436
539 1885
449 0626
496 3626
402 7420
14
CAVE, STEPHEN K
PAUL, JAMES
WOOORELL, THOHAS *RANDY*
CAVE. JIH
SHUEY, CLIFFORD
BOWEN. CHARLES W
ALDERTON. TIMOTHY A
TESSITORE, MICHAEL R
VARNEY, JOSHUA P
BARNABI, ROBERT E II
AN0REW5KI, STANLEY J
RIZZO. TIMOTHY B
PENNY, DAVIO E
DECKER. ARTHUR R IV
BREEOEN, TERRY *MARK*
BELL. JOSEPH M JR
BURKE. MICHAEL LYNN
WINDELL. GERALD
BROWN. ROSS
TAHBOR, C STEVE
ZARTMAN, RAYMOND *KERRY*
CREED. WILLIAH *BILLY*
HARLOW. WILLIAM R
NORTHCRAFT, SCOTT
FORD. HOWARD
BOYCE. DANIEL
MASON. CARL
SCHAIBLE. DAVID
KIVIKKO. DENNIS L JR
HARGETT. WILLIAM * BILL*
MOLITOR. BRUCE J
BAIRD. KEVIN S
UPHAM. ROBERT C *BOB*
LEESBURG
AMISSVILLE
FAIRFAX
STERLING
CENTREVILLE
ORANGE
HIDDLETOWN
HAYHARKET
SUFFOLK
KING GEORGE
RICHMOND
MIDLOTHIAN
MANASSAS
SPOTSYLVANIA
SPOTSYLVANIA
PORTSMOUTH
CENTREVILLE
CHESAPEAKE
VIRGINIA BEACH
STEPHEN CITY
PORTSMOUTH
FAIRFAX
VERONA
BERRYVILLE
MARION
ZUNI
HOPEWELL
HAYHARKET
POWHATAN
BERRYVILLE
CHANTILLY
VIRGINIA BEACH
WARRENTON
20176
20106
22032
20165
20120
22960
22645
20169
23434
22485
23228
23112
20111
22551
22553
23701
20120
23322
23452
22655
23703
22030
24482
22611
24354
23898
23860
20159
23139
22611
20151
23451
20187
30
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Date
Run Date ;12/31/09
Area Phone
State Count:
VT
VT
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WI
WI
WI
WI
WI
WI
WI
WI
ANDERSON, HAYNES T
BUHLHANN, ERIC C
MILLER, PAUL R
ROBARGE, ROBERT J
HUGHES, PAUL D
KOVACS, JAMES G
FINK, PETER J
EBERT. CRAIG J
240 THRASHER ROAO
7395 ROUTE 113
ASCUTNEY
POST MILLS
05030
05058
802 674-5626
802 333-9033
1965 HUMMINGBIRD LANE
610 RANGER OR SE
840 AMES ROAD
1219 8TH AVE NW
PO BOX 2354
3061 CHUCKANUT DR
12104 N DENVER DR
7012 W VICTORIA AVE
5696 SE MAYHILL CT
1004 COMMERCIAL AVE #462
17406 SE 24TH ST
4416 PARK
25109 27TH AVE NE
606 4TH ST NE
1006 LIGHTNING WAY
5303 LIBBY ROAD NE
1513 S 73RD AVE
PO BOX 1067
4924 134TH PLACE SE
3038 WASHINGTON WAY
333 N W 85TH #197
27623 SE 231ST STREET
8917 163RD ST CT E
463 BLACK HAWK LOOP
114 TREVOR LANE
7220 SW OLD CLIFTON RD
PO BOX 956
2603 ROAD 56
29720 218TH PLACE SE
14417 59TH PLACE W
5643 LOCUST LANE
CAMANO ISLAND
OLYMPIA
SELAH
PUYALLUP
LYNNWOOD
BOW
SPOKANE
KENNEWICK
PORT ORCHARD
ANACORTES
VANCOUVER
SEDRO WOOLLEY
ARLINGTON
PUYALLUP
CAMANO ISLAND
OLYMPIA
YAKIMA
CHEWELAH
SNOHOMISH
LONGVIEW
SEATTLE
MAPLE VALLEY
PUYALLUP
PORT ANGELES
CHEHALIS
PORT ORCHARD
HILTON
PASCO
KENT
EDMONDS
CASHMERE
98282
98503
98942
98371
98036
98232
99218
99336
98366
98221
98683
98284
98223
98372
98282
98506
98908
99109
98296
98632
98117
98038
98375
98362
96532
98367
96354
99301
98042
98026
98815
360
253
509
206
206
360
509
541
360
360
360
360
360
253
253
360
509
509
425
360
206
206
253
360
360
360
253
509
253
206
509
387 -3427
732 -5657
697 -9614
818 -3491
356 -1332
840 -1376
385 -7947
969 •3514
340 -5316
630 -4555
334 -2267
540 -1461
305 •7591
988 -3722
227 -5518
790 -6901
969 -5074
935 -4489
357 -9386
575 -9732
679 -3943
354 -8269
370 -0909
477 -3034
304 -0050
535 '9378
922 -7826
547 -3261
630 •3393
356 '5724
630 - 7603
PO BOX 122
2349 TALC TRAIL
3176 SKYLINE DRIVE
1525 S LAWE STREET
5525 MANITOWISH WAY
8073 DAIRY RIDGE RO
1201 SHAGBARK LANE
803 MAIN AVE
WONEWOC
MADISON
HUBERTUS
APPLETON
MADISON
VERONA
UNION GROVE
KAUKAUNA
53968
53719
53033
54915
53704
53593
53182
54130
608
608
262
920
608
608
262
920
985 -7643
845 -1738
628 -1131
830 .7941
215 -5374
220 -9816
902 -4343
426 • 3465
Zip
2
WOODINGTON. PAUL M
BOELTER, KEVIN L
LOWE, JAHES D *DAN*
HUTCHINSON. RICHARD L
ROSENBERG, KALEB I
COLLIER, ROXI L *AARON CO
MCCULLOCH, ROBERT J
CLARK, TOD J
WHYTE, MICHAEL C
MORGAN. M JANE *TODD LYNN
MCGRATH, MICHAEL S
PACK. DAVIS J
OAKLEY. DAVID M
BRYAN, ROGER D
LANE. JAYSON 0
WOLF, RONALD F
HUTCHINS. SHAWN M
GRIFFITH, GERALD L
RODIN, DANIEL P
LAMP. JERRY E
REGULA, DAVID
STOVER, LEWIS
BROADHEAD. JESSE M
LASHER. MATTHEW C
HASHAGEN. JAY
HARMAN. EARL T
NEIL. DENNIS
LIVEZEY. EDWARD D
MARKS, KEVIN C
MERRITT. BRIAN M
MICHAEL. MARK A
State Count:
City
33
BINGHAM, EVERETT C
SEVIGNY, TIHOTHY L
State Count:
Address
31
31
1/07/2010
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i
1
NH 1 U . Inc. d/b/a Mateo Tool s
"
Page
Date
Run Date :12/31/09
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
Ml
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
KEARNEY. TIMOTHY S & DAWN
SCHULTZ. JONATHON D
MARTIN, MICHAEL K
GILLIES. DAVID A
JACOBSON. JAHES S
MISHLER. DAVID A
HOLTHEIER. RUSSELL F
SERJOGINS. HELMUTH H
PAULSON, RICHARD *TODO PA
BARTELS. DAVID B
DOWD. JEFFREY J
LIND, WILLIAM J
HARTIE. RICHARD *RICK*
OBRIEN. JAHES H
RYMARZ. JAMES J
MOLDENHAUER. JEFF
BELTER. STEVEN
ANDERSON, PAUL N
MERRITT. DALE E
CORAGGIO. GUY A
MOSER. GARY W
DRINKMAN, KENNETH
FISCHER. STEVE
MUELLER. ROBERT J
GRAETZ. DUANE
FORMELLA, MICHAEL S
BUDISH. HICHAEL
RADQNSKI. NEAL
BESDNEN. ROBERT J
MANYO, DAVID A
DIENER. ROBERT
BESAW. BRADLEY K
MURPHY. TERRY
6IPPLE. SCOTT A
GORN. CLYDE B
SCHAEFER. WAYNE
SZUOAJSKI. ALAN C
KLEIN. MICHAEL
BACHAR. KEITH
State Count:
WV
WV
BERGOUIST. VANCE M
TORCZON. MICHAEL L
BOOHGARDEN. RICHARD L
City
Area Phone
8546 HWY 8
AMHERST
5548 RIVER RD
WAUNAKEE
884 KENDALE CT
ONEIDA
810 MILLER PL
LA CROSSE
N106 W16184 OLD FARM
GERMANTOWN
N7191 TOWN FOREST RD
DEERBROOK
1447 LANGLADE AVE
GREEN BAY
E10057 390TH AVE
EAU CLAIRE
12920 24TH AVE
CHIPPEWA FALLS
2526 WILDING WAY
SUAHICO
3164 DAISY MAE DR
OE PERE
W13664 LINER RD
BRANDON
251 WEST SECOND ST
NEW RICHMOND
1615 13TH ST
FENNIMORE
8514 STONEBROOK CIR
MIDDLETON
W 148 N 7497 WOODLAND DR MENOMONEE FALLS
N1478 COUNTY RD X
BERLIN
T298 ANDERSON RD
WAUSAU
1308 RUTH ST
WATERTOWN
N94 W24711 BARK ROAO
COLGATE
1424 SHALOM DRIVE
KEWASKUM
E3407 COUNTY RD D
MENOMONIE
W248 N 7289 MICAH RD
SUSSEX
16828 RIDGEVIEW DRIVE
BROOKFIELD
5055 RONSMAN ROAD
NEW FRANKEN
2189 S 81ST
WEST ALLIS
5870 S HACKER DR
WEST BEND
S 83 W 23325 ARTESIAN
BIG BEND
800 5T0NYBR00K LANE
GREEN BAY
W250 N7149 HILLSIDE RD
SUSSEX
5026 WAGON WHEEL RD
MANITOWOC
2243 SKYVIEW ST
GREEN BAY
1065 SCHANOCK DR
GREEN BAY
W7289 ROSE LEN COURT
MERRILL
29736 CLOVER LANE
WATERFORD
W 209 CHEROKEE CANYON CT SULLIVAN
3639 SCENIC RO
JACKSON
7979 COUNTY HWY V
MARSHFIELD
22414 31ST ST
BRISTOL
54406
53597
54155
54603
53022
54424
54304
54703
54729
54173
54115
53919
54017
53809
53562
53051- 4519
54923
54403
53094
53017
53040
54751
53089
53005
54229
53219
53095
53103
54304
53069
54220
54311
54303
54452
53185
53178
53037
54449
53104
715
608
920
608
414
715
920
715
715
920
920
920
651
608
608
262
920
715
414
262
414
715
414
262
920
414
414
414
920
262
920
920
920
715
262
262
262
715
847
HC 37 BOX 240
ROUTE 1 BOX 335D
MAXWELTON
FAIRMONT
24957
26554
304 667- 1910
304 641- 8131
2082 SWEETWATER DRIVE
18 POPLAR RD
3711 MONTE VISTA DR
LARAMIE
CODY
CASPER
82070
82414
82601
307 742- 2626
307 272- 7243
307 797- 1059
340- 6597
513- 8846
680- 6044
797 -4938
828- 8915
216- 5367
499- 0912
628- 5024
577 -2135
655- 0823
883- 6036
960- 4669
303- 9687
822- 6204
469- 7427
255- 2626
585- 0198
675- 6506
254- 3592
628- 2308
254- 8246
5053257
350- 8665
7817885
866- 9181
530- 3829
350- 3450
587- 8665
362^ 6889
246- 6267
682- 2076
406- 9388
680 •7971
536^ 1212
514- 4484
593- 2129
677- 0667
676- 2668
655^ 1364
47
SNEDEGAR. RONNIE L
LEHMKUHLE. ROGER
State Count;
WY
WY
WY
Address
2
32
1/07/2010
r nv
1 I t) i
Run Date :12/3l/09
WY
WY
WY
WY
WY
WY
Address
TITUS. ELIZABETH I •CHRIS 3913 EAST 6TH STREET
CHESHIER, TROY J
PO BOX 694
STRIPP. TRAVIS S
4306 ESSEX CT
SWICK. THOMAS
45 PURPLE SAGE RD #163
GANN. ROGER
3860 BROOKVIEW DR
BRAY. JOHN L
1813 BILL NYE AVE
State Count;
9
Total Count:
1462
City
CHEYENNE
SUNDANCE
GILLETTE
ROCK SPRINGS
CASPER
LARAMIE
Page
Date
Area Phone
82001
82729
82718
82901
82604
82070
970
605
307
307
307
307
297 -8711
430 -7375
680 -3371
362 -4595
473 -7242
742 -6174
33
1/07/2010
MATCO TOOLS
APPENDIX C: TERMINATED DISTRIBUTORS
Malco FDD'PK
—-
—
—
- •• - — —
—•(i;..:i(i-0923?('>6.6
._
_ ._ _
.__
.
„_3'2yaO
D i s t r i b u t o r s Separated i n 2009
HflUl /O J.
Page
Date
Run Date ; 12/31/09
AR
AR
AR
CO
KYVIK. ROBERT *TERM*
72756
72704
72143
479 644-4162
479 283-2194
501 281-2729
RIMROCK
86335
QUEEN CREEK
85242
MESA
85204
LAKE HAVASU CIT 86403
GOODYEAR
65338
MARANA
85653
85747
TUCSON
86001
FLAGSTAFF
85326
BUCKEYE
928
480
480
926
623
520
520
928
623
567 9206
229 2894
329' 0705
846 2218
624 5013
869 2092
990 7613
699 3662
386 3696
718 E MEDA AVE
GLENDORA
91741
1192 MELROSE AVE
CHULA VISTA
91911
2211 PEPPERTREE
VISALIA
93277
1250 DOGWOOD STREET
UPLAND
91784
4845 LOS ARBOLES PL
FREMONT
94536
PO BOX 231
FELTON
95018
22404 S NORMANOIE AVE #15 TORRANCE
90502
1903 S BARDO
VISALIA
93277
2110 CORTE CONDESA
CHULA VISTA
91914
6729 VICKY AVE
WEST HILLS
91307
4508 TARLETON DR
SACRAMENTO
95842
44420 GALICIA DR
HEMET
92544
4363 CORRIGAN DR
FREMONT
94536
2024 SHIRE DR
EL CAJON
92019
47 MONTECILO
FOOTHILL RANCH 92610
10255 LIVE OAK AVE
CHERRY VALLEY
92223
7909 ADAHS WAY
BUENA PARK
90620
11092 CLOVERDALE CT
RANCHO CUCAMONG 91730
1023 FELBAR AVE
TORRANCE
90503
3870 ARBOR COURT
CHINO HILLS
91709
426 E CASSIDY ST
CARSON
90746
3014 NIKOL ST
SACRAMENTO
95826
1738 HOLLYWOOD WAY B
BURBANK
91505
341 E JAVELIN ST
CARSON
90745
6253 HUNTER ST
VENTURA
93003
7936 CENTRAL AVE
CERES
95307
6393 6REYSDN WAY
RIVERSIDE
92506
1565 NAPA COURT
SAN JACINTO
92583
626
619
559
909
408
831
310
559
619
818
707
760
510
619
714
909
714
909
310
909
310
916
818
310
805
209
951
909
857-1188
425-1967
802-7721
262^2987
550-3069
295-1720
755-8416
972-4671
871-3758
970-1689
419-9790
994-9169
648-8138
571-2349
306-8367
721-7949
856-5919
9445699
678-5009
227-0072
329-6106
364-1770
321-0885
830-7995
701-2983
336-7762
776-0944
223-1264
6000 JOANN DRIVE
24603 S 194TH STREET
1538 E GLADE AVE
2721 N MCCULLOCH BLVD
792 N 168TH AVE
12000 N DERRINGER
10132 E PASEO SAN BRUNO
1702 S AX HANDLE WAY
2403 S 199TH AVE
9
LUCAS, JAMES J *TERM*
SAMANIEGO. HENRY *TERM*
ANDERSON. RANDIE L *TERM*
LISKE. SEAN P *TERM*
HARSHALL. CURTIS L *TERM*
DEZUR. BENJAMIN 0 *TERM*
KOPF AHOERSON, PRISCILLA
MORRIS. BRYAN J *TERM*
RODRIGUEZ. ROBERT A *TERM
HART. MICHAEL L *TERM*
ALQUICIRA, ALFREDO *TERM*
TANNER. ALEX *TERM* *CHRI
QUERNER. MARK A *TERM*
PRIDGEON. MICHAEL W *TERM
BENTLEY. MARC R *TERM*
CHANDLER. FREDERICK W *TE
MASON, ERIC J *TERH*
MYERS. W ARLEY JR *TERM*
PAUER. RENE *TERM*
DAVIS, RICK *TERM*
OKEKE, MADUKA *TERM*
MEADOWS. DEAN R *TERM*
TOHA. YOUSRI M *TERM*
OLIVA. LORY L *TERM*
KULPACA. RICHARD A *TERM*
DEfiREEK JR. CHARLES E *TE
JORDAN. ROBERT L *TERM*
TURNER. WILLIAM C *TERH*
State Count:
Area Phone
3
WEI5ENBECK. JULE *BUTCH*
FRANCISCO. MARK J *TERM*
QUJSHORIO, RANDALL *TERM*
COSTA. MINDY L *TERM*
TURNER, JAMES V *TERH*
KRAUS. ROBERT A JR *TERM*
CREEDON. DANIEL P *TERH*
LEVINSON. CLARK *TERM*
SLOAN. SCOTT A *TERM*
State Count:
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
City
JOHNSON. HICHAEL D *TERM* 9172 GRIMES DRIVE
ROGERS
DURAN. JOSEPH E *TERM*
2423 N DOUBLE SPRINGS RD FAYETTEVILLE
BRADLEY. JERRY 0 *TERM*
SEARCY
2263 HOLMES RD
State Count:
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
Address
28
214 E COLORADO AVE
BERTHOUD
80513
970 222-8874
1
1/07/2010
r n u i / 01
Page
Date
Run Date ;12/31/09
CO
CO
CO
LAWRANCE, JONELLE *TERM^
FISHBURN. MARK H *TERM*
PRICE. OAVIO *TERM*
Area Phone
Address
City
2645 CHERRY WAY
3538 GREEN SPRINGS DR
15684 WELD CTY ROAO 18
PARKER
FORT COLLINS
FT LUPTON
80138
80528
80621
720 218-2369
*N0 PHONE***
303 857-0837
PROSPECT
06712
203 758-3839
HIDDLETOWN
19709
302 376-1998
2044 MONTPELIER STREET
141 MONTEREY WAY
112 SPRING LAKE DR
8002 SM 149 ST APT B410
634 GREEN ROCK CT
13591 LINDEN DR
11309 SE 220TH TERRACE
13359 COOPER RD
6599 ESTATES DR
17208 NW 140TH STREET
244 GALL LANE
796 LAVENDER ST
7614 SW 52ND PL
7103 HALLECK ST
5 LUDLAN DR
3731 CHERRY ST NE
22621 SW 103 COURT
WESTON
ROYAL PALM BEAC
DEBARY
MIAMI
APOPKA
SPRING HILL
HAWTHORNE
SPRING HILL
NORTH PORT
ALACHUA
LAKE WALES
PALM BAY
GAINESVILLE
MELBOURNE
MIAMI SPRINGS
ST PETERSBURG
MIAMI
33326
33411
32713
33193
32712
34609
32640
34609
34291
32615
33859
32909
32608
32940
33166
33704
33190
954
561
386
*N0
407
352
561
352
941
386
336
772
352
321
305
219
305
818-5309
827-7421
717-9652
PHONE***
233-5911
263-3587
339-7808
6860208
627-9756
462-4612
861-0418
713-5306
375-8342
242-7117
888-1882
696-6266
969-9037
135 LUCYS PLACE
113 WESTWIND PKWY
6250 DUE WEST RD
425 GOLDFINCH DR
301 FONTAINE RD
154 FOLEHDORE ESTATES RO
1541 LUMBER COMPANY RD
186 TOWLER SHOALS DR
5710 OGEECHEE RD. STE 200
FAYETTEVILLE
BALL GROUND
KENNESAW
AUGUSTA
MABLETON
HADDOCK
TALKING ROCK
LOGANVILLE
SAVANNAH
30215
30107
30152
30907
30126
31033
30175
30052
31405
770
404
404
845
770
478
706
678
912
298
433
304
505
633
932
692
957
437
PO BOX 659
MAKAWAO
96768
808 443-9778
State Count:
CT
RIOUX. RICHARD *TRK 2* *T 8 STEPHEN COURT
State Count:
OE
FERRELL. FRED *MIKE* *TER 326 BEECH LANE
State Count:
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
17
BARSE. ERIC S *TERM*
DUHAMEL. HARK D *TERM*
ALLEN. ROBERT *BLANE* *TE
PARSLOW. HICHAEL J *TERM*
CHAFIN, WILLIAM C *TERM*
PERRY. WALTER T *TOHHY* *
PUSCHNER. NORBERT *TERM*
MONOHAN. DANIEL *GRAHAM**
WHITING. MICHAEL P *TERM*
State Count;
HI
1
ARHBRUST. MARK *TERM*
SALAHONE. ANTHONY J *TERM
DINAPOLI. MICHAEL B *TERM
CEBALLOS, LORETA G *TERM*
JOUDREY. ELBERT *KEITH* *
MANUELE. RONALD *TERM*
TALAMO, JAHES *TERH*
NOVAK, PETER *TERM*
CORCORAN. KIEREN *TERM*
RHOADS. ALAN K *TERH*
STONE. GLENN *TERH*
PYNE. ROBERT *TERM*
BENNETT. JOHN R *TERM*
WILLIAMS. LENNIE R *TERM*
RIVAS. CARLOS *TERM*
DONALDSON, JOSEPH D *TERM
DELGADO. ANTHONY *TERM*
State Count:
GA
GA
GA
GA
GA
GA
GA
GA
GA
1
9
JENSEN. DOUGLAS E *TERM*
State Count:
1493
5068
7038
1806
8544
1010
1145
6227
3629
1
1/07/2010
Page
Date
Run Date : 12/31/09
IA
IA
DEJONG. CHAD W *TERH*
SIMMONS. TERRY W *TERM*
State Count:
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
905 E ROBINSON STREET
1117 0 AVENUE EAST
KNOXVILLE
ALBIA
Area Phone
60138
52531
515 306-6873
641 932-7063
2N125 MILDRED AVE
GLEN ELLYN
107 SPRINGBROOK TRAIL SOU OSWEGO
123 N 1800 EAST RO
LUDLOW
22223 WHITE PINE RD
KILDEER
3117 CHARLAMGNE LANE
ST CHARLES
600 MEADOW LANE
LEROY
1348 SYCAMORE LANE
MONTGOMERY
709 N MAIN
BRIGHTON
60137
60543
60949
60047
60174
61752
60538
62012
630
630
217
847
630
217
630
618
64588 COUNTY ROAD 15
4033 E 900 N
GOSHEN
DECATUR
46526
46733
574 875-1744
260 724-8922
663 -2939
863 •5710
202 •4998
254 -3161
927 •0163
202 -2022
885 •7233
372 -7237
8
SLABAUGH. BRUCE E *TERH*
KING. ERIC L *TERM*
State Count:
City
2
JUTZI . MICHAEL A *TERH*
STRONG. JEFFERY A *TERM*
COATES. THOMAS *MIKE* *TE
SALLO. DAVID J *TERM*
HINZE. BLANE R *TERH*
CORNWELL. BRYAN W *TERM*
SEFRANEK, G ROBERT *TERM*
WRIGHT, KRISTIN S *TERM*
State Count:
Address
2
KS
KS
1693 VERMONT RD
LEGG. JIH H *TERH*
ROBINSON. DONNIE 0 *TERH* 1609 N BRUNSWICK
State Count:
2
RANTOUL
WICHITA
66079
67212
785 878-3308
316 773-4880
KY
KY
MASON. JESSE W *WAYNE* *T 636 OLD BELL HIGH RD
96 DONOHUE RD
RITCHIE, ROGER E *TERH*
PINEVILLE
SHELBYVILLE
40977
40065
606 337-7210
502 834-7264
413 SPENCER AVE
3337 BETHANY ST
NEW ORLEANS
ERATH
70124
70533
504 834-0600
504 560-5324
4 ANDREWS ST
FRAMINGHAH
01702
774 244-6225
9 THISTLE DELL COURT
13322 KEATING ST
327 HCKINNEY TOWN RD
804 HOLLYWOOD BLVD
1610 VALLEY OR
OWINGS HILLS
ROCKVILLE
NORTH EAST
CROWNSVILLE
WESTHINSTER
21117
20853
21901
21032
21157
410
240
443
410
301
1706 AUGUSTA RD
BOWDOIN
State Count:
LA
LA
HAGGIO. FRANK *TERM*
ISTRE. CARL W *TERM*
State Count:
HA
1
ROSEN. ARI S *TERM*
MANTZOURANIS. PANAGIOTIS
ROARK. LOUIS *TERM*
HOMAN. MARC T *TERM*
HEGLER. LOUIS *MATT* *TER
State Count:
ME
2
ANDREWS. JOHN H *TERH*
State Count:
MD
MD
MD
MD
MD
2
5
BISSON. RAYMOND *TERM*
State Count:
356-9018
793-6910
553-0999
923-0264
847-1222
1
04287
207 522-1095
1/0 7/2G10
r n u 1 /u1
Page
Date
Run Date ; 12/31/09
HI
MI
MI
MI
KI
MI
MI
MI
THOMA, RAYMOND J *TERM*
VUKOVICH, KEN G *TERM*
REEVES. SCOTT C *TERM* *R
BROWN, JAMES R *TERM*
TREMBLAY. ROBERT N *TERM*
NOSKEY, RONALD *TERM*
NADOLNEY. MARK J *TERM*
TUZINOWSKI. JEFFREY P *TE
State Count:
HN
MN
MN
MN
HO
MO
MO
MO
MS
MT
ERIE
ROCHESTER HILLS
SOUTH LYON
YPSILANTI
NEWPORT
NEGAUNEE
PINCONNING
STERLING HEIGHT
48133
46307
46178
46198
48166
49866
48650
48312
734
248
248
734
313
906
989
586
243 5245
495 2182
486. 8416
547. 1876
478 4695
458 7700
879 6545
795 5419
928 2ND SOUTH ST
12608 WHITEWOOD DR
15317 LINNET STREET NW
6442 WARE RO
SAUK CENTRE
BURNSVILLE
ANDOVER
LINO LAKES
56378
55337
55304
55014
605
952
763
651
695-8817
288-3294
370-7296
330-5349
4 NECTOR LANE
339 RAMBLING DR
4044 DAHLIA
1455 ESTATE DR
VILLA RIDGE
MARSHFIELD
BATTLEFIELD
BATES CITY
63089
65706
65619
64011
636
417
417
816
451-3992
859-2341
888-0054
690-4531
826 TRACE RD
LAUREL
39443
601 425-2494
3835 VISTA VIEW LANE
BILLINGS
59101
406 855-8517
4232 PROVINCE DRIVE
126 ARCH8ELL POINT LANE
PO BOX 308
9112 KEM WAY
1611 LITTLE ROCK RD
WILMINGTON
MOORESVILLE
ALEXIS
CHARLOTTE
CHARLOTTE
26405
28117
28006
28227
28214
910
704
704
704
704
799-5826
799-7287
346-4000
545-0116
399-7665
31 OVERPECK AVE
515 FAIRVIEW RD
632 6RINNELL AVE
18 PRESSEY ST
6 WINTERS ST
433 CARR ST
RIDGEFIELD PARK
GLASSBQRO
TOMS RIVER
HAMMONTON
OAKLAND
FORKED RIVER
07660
08028
08757
08037
07436
08731
201
609
732
856
201
609
726-2235
617-1490
557^0481
676-7716
337^9164
242-1741
4
JAMES, J. ROBERT *TERM*
State Count:
3036 WIDDOCK STREET
176 FONTAIN BLEAU CT W
8778 PEER RD
726 MAUS
5152 POINTE AUX PEAUX
83 WILDERNESS ROAD
330 LIBBY STREET
33158 MORRISON DR
4
REIFSTECK. WILLIAM *TERM*
FRANSSEN, MONTY *TERH*
GOLDENBERG. MICHAEL F *TE
KREILING. WAYNE *TERM*
State Count:
City
8
ANDERSON, CORY H *TERM*
SIMMONS. GEOFFREY D *TERM
STRENGE. CHRISTOPHER D *T
LANGER, ANDREW J •TERM*
State Count:
Area Phone
Address
1
YORK, SCOTT K *TERM*
State Count:
NC
NC
NC
NC
NC
SOFIELD, JOHN E *TERM*
WERNER. OAVIO W *TERM*
CASSIDY. CHARLES T *TERH*
OLDENBUTTEL. PORTER W *TE
EDMONSON KELLEY H *TERH*
State Count:
NJ
NJ
NJ
NJ
NJ
NJ
5
GALARZA, ELIUD *TERM*
JOHNSON, BENJAMIN J *TERM
KETTMANN. JAN J *TERM*
MCCORO. ANTHONY *JOE* *TE
DODO. LEIGH P *TERM*
CORRAO. GEORGE G *TERM *
State Count:
1/07/2010
I I •
i
I tl
i
Page
Date
Run Date :12/31/09
NM
NH
Address
URIOSTE. SAMUEL E *TERM* 705 BUENA VISTA
ROBERTSON. JASON L *TERM* 25 GRANITE CIRCLE
State Count:
NV
NV
NY
NY
NV
NV
NV
NV
NV
NV
NV
OH
OH
OH
OH
OH
KOONTS. MICHAEL W *TERM*
SIEG. ROBERT H *TERM* *RI
CHREST. DALE A *TERK*
LINABURG. JAMES B *T£RM*
MCNAMARA. DAVID M *TERM*
RI
GOODU. ALBERT *TERM*
MASTIC
BOHEMIA
RIDGEWOOD
WEST ISLIP
BOHEMIA
JEFFERSON
BAYVILLE
BROOKLYN
BOHEMIA
OTEGO
JAMESPORT
11950
11716
11385
11795
11716
12093
11709
11228
11716
13825
11947
704
917
917
631
631
607
516
718
631
607
631
778. 0089
328 5260
335 4971
431 3909
567 0049
652 2629
628 2811
630 5141
589 6489
988 2207
722 4168
2682
8993
6301
2614
4150
RUSHVILLE
NORTH RIDGEVILL
RAVENNA
CUYAHOGA FALLS
TOLEDO
43150
44039
44266
44221
43615
740
216
330
330
419
605
313
322
329
382
4220 NW 20TH STREET
13254 S 275TH EAST AVE
6720 NW 46TH ST
RT 2 BOX 20030-10
OKLAHOMA CITY
COWETA
BETHANY
PORUH
73107
74429
73008
74455
405
918
405
918
808-0009
4868664
787-5401
484-5774
1219 VILLA RD
NEWBERG
97132-1222
503 572-5374
1308 S BAILEY ROAD
396 WINDSOR DR
607 MAPLE ST
15 CLAREHONT BLVD
COATESVILLE
HARLEYSVILLE
EAST EARL
HAVERTOWN
19320
19438
17519
19083
610
610
717
610
PO BOX 2885
RIO GRANDE
00745-2885
787 887-3583
92 MASON AVENUE
PORTSHOUTH
02871
401 683-3646
PALOMINO RD NW
LONGBROOK DR
WALL STREET
WOODWARD RD
ANGOLA
1350
9250
2773
2099
9518
733-7760
945-6640
445-7758
446-6198
4
PEREIRA. WILLIAH *TERM*
State Count:
203 SHINNECOCK AVE
10 KATHY LANE
483 GRANDVIEW AVE
515 KIME AVE
87 DEBBIE LEE LAME
156 ENID RD
11 BALDWIN BLVD
1037 77TH STREET
26 DEBBIE LEE LANE
1070 COUNTY HWY 6
PO BOX 1473
1
LARY, DAVID J *TERM*
KATZ. GEORGE *JEFF* *TERH
MARTIN, BROCKLYN L *TERM*
PENDERGRASS. EARL *BUD* *
State Count:
PR
505 215-2503
505 604-7820
4
ECKERDT, GARY L *TERM*
State Count:
PA
PA
PA
PA
87401
88201
5
MOATES, ADAM D *TERM*
GARRETT. RODNEY C *TERM*
PITMON. PRICE *PEPPER* *T
WAGGONER. RONALD R *TERM*
StateCount:
OR
FARMINGTON
ROSWELL
11
State Count:
OK
OK
OK
OK
Area Phone
2
DIAZ. EDWARD *MARK EMP* *
WHELTON. PATRICK J *TERM*
CASSETTA. ROBERT J *TERM*
ROSENSON. PETER *TERM*
RUSSO. RONALD J *TERH*
OIGREGORIO. RICHARD *TERH
CONRAOI. CHARLES *TERM*
BANILAS. P *PETER* *TERM*
WESTENBERGER, ROBERT W *T
HCGOWAN. DONALD S *TERM*
MURPHY. SEAN *TERM*
State Count:
City
1
5
1/07/2010
KflUi / U l
Page
Date
Run Date ;12/31/09
State Count:
SC
SC
SC
SC
SC
SC
Area Phone
Address
City
115 MARTIN BLVD
2 HEHERRIN CT
661 BRANER CT
119 MONROE ROAD
923 AUGUSTA ST
495 PIERCE RD
SUMMERVILLE
GREENVILLE
LEESVILLE
LADSON
WEST COLUMBIA
lANDRUM
29483
29617
29070
29456
29169
29356
843
864
803
843
803
864
224-3839
569-7592
479-7346
729-4524
739-8952
457-3089
242 ROSILAND WAY
7835 ALMAVILLE RO
8298 CARLTON ROAD
6542 POLK LANE
409 MANOR VIEW LANE
557 PETTIJOHN CREEK RD
MILLINGTON
ARRINGTON
CHRISTIANA
COLUMBIA
BRENTWOOD
HENRY
38053
37014
37037
38401
37027
38231
901
615
615
931
615
731
837
542
598
388
377
243
27 PHEASANT RUN ROAD
4303 MAGGIE DRIVE
201 ARROWLAKE RD
15071 CR 4018
15814 CHATHAM WOOD DR
11787 GRAND HARBOR BLVD
1012 WESTOVER LANE
5886 DE ZAVALA RD STE 102
327 CR 1227
5702 ORANGE DRIVE
2300 BRENHAM DR
252 HERRIOTT LANE
2163 N POINT PLEASANT
19803 RIVERTON RANCH DR
PO BOX 584
OALHART
KILLEEN
WIMBERLEY
KEMP
AUSTIN
MONTGOMERY
SPRINGTOWN
SAN ANTONIO
QUITMAN
MISSION
MC KINNEY
ARGYLE
GLADEWATER
CYPRESS
STOCKDALE
79022
76549
78676
75143
78717
77356
76082
78249
75783
78572
75070
76226
75647
77433
78160
806
254
512
940
512
832
617
210
903
956
469
817
903
281
830
244 1110
291 0668
565. 1566
595 8311
431 4731
248 8800
694 9496
902 9995
850 2148
492 2322
855 4691
368. 1300
557 0391
858. 5237
996 3373
HURRICANE
ROY
64737
84067
801 866-8388
801 985-8208
MONETA
DAHLGREN
CHESAPEAKE
24121
22448
23322
540 309-8417
540 907-6550
757 421-7428
1
HELMS. ROBERT T JR *TERM*
BUXMAN. ALAN J *TERM*
LABOON, WAYNDA L *SCOTT B
LANCASTER. LEWIS *TERH*
HESTER, JW *TERM*
CARSWELL. MICHAEL *TERH*
State Count:
TN
TN
TN
TN
TN
TN
FOWLER. MICHAEL ^ SHAWN'
WALLACE, JAMES E *TERM'
KENNEDY, KEVIN J *TERM'
BUCKNER MARVIN ' TERM*
SHIRLEY J. PAUL *TERM'
BENSON. DAVID *TERM^
State Count:
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
UT
UT
15
HENRIE. DAVE E *TERH*
2313 SOUTH 675 WEST
SARGENT. WAYNE *BUD* M *T 3915 W 5700 S
State Count:
VA
VA
VA
6
AARON. KURT 0 *TERM*
ALMEN. JOHN W *TERM*
BROWN. STEVE T *TERM*
RELLER. LOIS A *JON RELLE
REEB, JEFF *TERM*
CHAPMAN. RODRICK "BUTCH'
DUMONT. DUSTIN V *TERM*
BRUGMAN, GARY M *TERM*
WALLS. SHERMAN H *HEATH*
WALLACE. DELANO A *TERM*
SCHULTZ, STEPHEN G *TERM*
STANFORD TERRY *TERM*
STUCKEY, DAVID A *TERM*
CRIPPEN, SHANNON E *TERM*
HODGE . JASON *TERM*
State Count:
2
KRYSTYNAK. CHARLES A *TER 12254 OICKERSON MILL RO
ROLLINS. TROY A *TERM*
PO BOX 806
PERRY. EDWARD *DAVID* *TE 1333 BENEFIT RD
State Count:
3162
5641
2467
3373
9900
4810
1/07/2010
rnu i / u I
Page
Date
Run Date :12/31/09
WA
WA
WA
WA
WA
WA
WA
SHITH. CHAOWICK A *TERM*
WALKER. CLARENCE *JUD* *T
KAVAN. DAVID B *TERM*
TESTER. TRAVIS J *TERM*
WHITEMARSH. TYLER A *TERH
ROBERTS. VERNON *TERM*
HALL. RICK J *TERM*
State Count:
WI
WI
Area Phone
Address
City
9908 195 AVE EAST
PO BOX 1983
2207 27TH ST SE
3100 PINEHURST PLACE
1425 S 42N0 ST
2412 200TH PLACE S W
914 BUFFALO RD
BONNEY LAKE
BATTLE GROUND
AUBURN
WENATCHEE
TACOMA
LYNNWOOD
SELAH
98391
98604
98002
98801
98418
98036
98942
253
350
253
509
866
425
509
AUBURNOALE
SOBIESKI
54412
54171
715 305-2020
920 369-0132
335-2490
606-0762
608-7656
797-3233
956-2826
712-0123
697-5584
7
TOMPKINS. RAYMOND C *TERM 5957 MARSHFIELD ST
SCHWARTZ. JEFFREY T *TERH 6768 ALLEN RD
State Count:
2
Total Count:
197
7
1/07/2010
NniL, Inc. d/b/a Mateo Tools
Active d i s t r i b u t o r with Zero 6 Wk Avg
Page -
Date •
Run Date :l2/31/09
AR
CHUNN. PAUL S
Address
City
2 WIGTOWN LANE
BELLA VISTA
Area Phone
72715
479 644-6043
22588 S COLORADO RIVER DR SONORA
95370
209 352-6228
23201 E ORCHARD PL
AURORA
80015
702 937-8215
3029 KILLEARN POINT CT
TALLAHASSEE
32312
850 894-5439
ATLANTA
30329
404 993-0503
ANDERSON
46011
765 623-9741
LOUISVILLE
40299
502 338-8464
4005 BEE COURT
WESTMINSTER
21157
410 259-3276
8251 BRIARWOOD AVE
JENISON
49428
616 560-4283
5223 FLORENCE OR NW
ROCHESTER
55901
507 252-0071
109 PETERBOROUGH DR
1436 FIELD CIRCLE
MOORESVILLE
HICKORY
28115
28602
508 930-5203
828 294-2539
80 INDIAN PASS
4052 FANCHER RD
STORMVILLE
HOLLEY
12582
14470
845 849-4724
585 638-2227
State Count:
CA
BOUSQUET. SETH E
State Count:
CO
MEJIA. CARLOS
State Count:
FL
1
SMITH. STEVEN R
State Count;
KY
1
MARQUEZ. JOSE *ALEX HARQU 1835 TIMOTHY DR. NE
State Count:
IN
1
CLOWER. CHARLES *ALLEN*
State Count:
GA
1
1707 MIMOSA LANE
1
HUGHES. ANTHONY *TONY* *T 10501 VINTAGE CREEK OR
State Count:
MD
HASH. WILLIAM J *JEFF*
State Count:
MI
1
1
STINSON. DAVID R
State Count:
MN
VOLO. JIM
State Count:
NC
NC
1
DUPONT, MARK P
KISTLER. STEVE A
1
State Count:
NY
NY
GALDIERO, RICHARD *STEVE
WINKELMAN. SCOTT
State Count:
1
1/07/2010
NMIC. Inc. d/b/a Mateo Tools
Active d i s t r i b u t o r with Zero 6 Wk Avg
Run Date
12/31/09
OK
KING, HARK A
S t a t e Count:
PA
Area Phone
Address
City
44 NE 51ST ST SUITE D2
OKLAHOMA CITY
73105
405 213-6113
140 WIDDOWSON RD
QUARRYVILLE
17566
715 875-0168
WAXAHACHIE
WEATHERFORD
SAN ANGELO
WYLIE
75165
76085
76903
75098
214
817
325
817
3092 N 2500 W
VERNAL
84078
435 789-9601
29720 218TH PLACE SE
KENT
98042
253 630-3393
PO BOX 694
SUNDANCE
82729
605 430-7375
1
BROWN.THOMAS C
State Count;
TX
TX
TX
TX
Page
Date
1
1200 HILLVIEW DR
GONZALES. MORRIS II
134 FINNEY OAKS LANE
MORGAN. BENJAMIN L
REYES. EDWARD *EDDIE* *JU 105 EAST 24rH ST
3010 JACOB DR
RICHARDS, MIGUEL
202-3511
733-7273
450-5585
822-8266
State Count:
UT
REEVES. CASEY S
State count:
WA
MARKS, KEVIN C
State count:
WY
1
CHESHIER. TROY J
State count:
1
Total count:
23
1/07/2010
MATCO TOOLS
APPENDIX D: DISTRIBUTORSHIP AGREEMENT AND EXHIBITS
MATCO TOOLS
DISTRIBUTORSHIP AGREEMENT
BETWEEN
NMTC» INC., d/b/a
MATCO TOOLS
4403 Allen Road
Stow, Ohio 44224
(330) 929-4949
Fa-x: (330)929-5008
AND
Name(s) of DISTRIBUTOR
Street
State
City
Zip Code
Area Code
Telephone
Area Code
FAX
DISTRIBUTOR NO:
DATE OF DISTRIBUTORSHIP AîRÊMI^NTAfiREEMENX
-20
Malco Sfei^2QlQ Distribulorship .Agreeinenl
O.'Vi-TJt^^^îlO
MATCO TOOLS
INDEX
Page
ARTICLE 1
1.1
1.2
1.3
1.4
1.5
1.6
APPOINTMENT OF DISTRIBUTOR
Grant of Distributorship
List of Calls and Potential Customer List
Exclusive Rights
Rights Reserved by Mateo
Understandings and Acknowledgments
Spouse
1
1
1
2
2
2
3
ARTICLE 2
21
2.2
ARTICLE 3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
TERM OF AGREEMENT; DISTRIBUTOR'S OPTION TO REACQUIRE
DISTRIBUTORSHIP
Term
Distributor's Option to Reacquire Distributorship
DISTRIBUTOR S DUTIES AND OBLIGATIONS
Promotion of Distributorship
Restrictions on Sales
Inventory
Weekly and Monthly Customer Sales Calls and Sales Meetings
Time Payment Reserve Account
Mateo Truck; Uniforms
Computer; Software; Data
New Distributor Training Program
Compliance with Laws
Compliance with Manual
Payment Obligations
Management of Distributorship
Mateo's Inspection Rights
Use of the Internet
Substance Abuse and Drug Testing
3
3
3
3
3
3
4
4
4
4
5
5
5
5
6
6
6
6
7
ARTICLE 4
4.1
4.2
4.3
4.4
MATCO^S DUTIES
New Distributor Training Program
Field Training
Periodic Meetings
Hiring of New Operator
7
7
7
8
8
ARTICLE 5
5.1
5.2
THE PARTIES^ RELATIONSHIP
Independent Contractor
Financial Records and Reports
8
8
8
Malco 2iKly:010 Distributorship Agreemeni
I'K ?-l2S:!i2377?.3
O:? 2-7HW2i2yil(J
5.3
5.4
5.5
Insurance
Indemnification
Exercise of Mateo's Judgment
8
9
9
ARTICLE 6
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
PRODUCTS
Sale and Purchase of Products
Prices of Products
Initial Inventory
Electronic Funds Transfers
Standard Payment Terms
Securitv
Shipment
No Right To Withhold or Offset
Acceptance of Orders/Force Majeure
Taxes
Risk of Loss
9
9
9
9
9
10
10
10
10
10
10
10
ARTICLE 7
7.1
7.2
7.3
7.4
7.5
TRADEMARKS, TRADE NAMES AND PATENTS
Grant of License
Rights of Mateo
Conditions to Use of Marks
Approval of Printed Materials
Defense of Actions
1
1
1
1
1
1
ARTICLE 8
ARTICLE 9
ARTICLE 10
10.1
10.2
10.3
10.4
10.5
10.6
WARRANTY
1
CONFIDENTIALITY
12
TR.ANSFER OF INTEREST
Transfer of Distributorship Interest
Conditions for Transfer
Transfer to Corporation
Security Interest
Transfer by Mateo
Non-Competition and Non-Solicitation Following a Transfer
12
12
12
12
12
13
13
ARTICLE 11
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
TERMINATION
Termination by Distributor
Mateo's Termination Rights
Notice; Cure Periods
Immediate Tennination Rights
Obligations Upon Termination
Retum of Products
Warrant)' Returns
Non-Solicitation of Customers; Covenant Against Competition
13
13
13
13
14
14
14
14
14
Maico S'K'^ZOJtl Distribulorship .Agreement
PK ^43x.t;23775.3
03 2-7-ii'JV2yjO
ARTICLE 12
12.1
12.2
12.3
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
DISPUTE RESOLUTION
Arbitration
Notice of Dispute: Cure Period
Limitation of Actions; Waiver of Claims
Powers of Arbitrator
Disputes not Subject to Arbitration
No Collateral Estoppel or Class Actions
Limitation of Damages
Waiver of Jur\- Trials
Venue and Jurisdiction
Injunctive Relief
Severability
15
15
15
15
16
16
16
17
17
17
17
17
ARTICLE 13 MISCELLANEOUS
13.1
Waiver
13.2
Notices 18
13.3
Goveming Law
13.4
Severability
13.5
Entire Agreement
13.6
Definitions
18
18
18
18
ARTICLE 14 REPRESENTATIONS BY THE DISTRIBUTOR
14.1
Receipt of Completed Agreement and Disclosure Documents
14.2
Investigation by Distributor
14 .3 Truth and Accuracy of Representations
14.4 No Representations
14.5
No Warrant\^ of Success
19
19
19
19
19
19
Maico 2\K'92(Jlii Distributorship .Agreement
PK ;:4=*;^23775.3
18
18
:î9a/22il(J
Exhibit A
Exhibits
Exhibit C
Exhibit D
Exhibit E
Exhibit F
E?diibit G
Exhibit H
Exhibit I
Exhibit J
E?diibit K-1
Exhibit K-2
Exhibit L
E?diibit M
Exhibit N
Exhibit O
Exhibit P
E?diibit Q
List of Calls and Potential Customer List
[Reser\êd|
Installment Promissor>^ Note
Security Agreement
Distributor's Purchase-Security Agreement Credit Assignment Agreement
Addendum and Guaranty to Distributor's Purchase-Security Agreement Credit
Assignment Agreement
Purchase Money Securit\' Agreement
Purehase Money Securitv^ - Master Agreement
End User's Credit Application Subject to Mateo Tools/P.S.A. Credit Approval
Distributor's Purchase Security Agreement Recourse Credit Assignment Agreement
Purchase Money Securit\' Agreement - New Tech Recourse
Purchase Money Security Agreement - Gold Recourse
Distributor Lease Agreement
Shop Owner Lease Application
Equipment Lease Agreement
Mateo Distributor Business System Software License, Maintenance and Support
Agreement and Information Form
Guarantee, Indemnification, and Acknowledgment
Mateo Tools Web Page Agreement
Maico
l>isiribiilorship Agreemeni
I'KM;;N.'i23?75..1
MATCO TOOLS
This Distributorship Agreement (this "Agreement") is entered into by and between NMTC, Ine. d/b/a
Mateo Tools ("Mateo"), a Delaware corporation, and
(the "Distributor").
RECITALS
Mateo is the manufacturer and distributor of quality tools, tool boxes, and service equipment, and has
developed a distinctive business system relating to the establishment and operation of Mateo mobile
distributorships that sell tools, tool boxes, service equipment, and other goods and ser\'iees, including,
without limitation, apparel, model cars and other collectible items, and consumables (such as mechanic's
hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products")
to professional mechanics and other businesses which operate from a single location and purehase tools for
their own use (the "'Business System'').
The Business System is identified by means of certain trade names, service marks, trademarks, logos, and
emblems, including, the trademarks and ser\'ice marks ''MATC0(8)" and MATCO® TOOLS (the "Marks").
Mateo desires to appoint the Distributor as an authorized Mateo mobile distributor to sell and ser\Mce the
Products in a certain geographic area and the Distributor desires to serve in sueh capacity.
The Distributor desires to operate a Mateo mobile distributorship in accordance with the Business System
and the other standards and specifications established by Mateo, including requirements for regular weekly
customer sales calls, minimum inventor)' and sales levels, communications and computer software usage
and other opcraring requirements.
In consideration ofthe mutual promises contained in this Agreement, the Distributor and Mateo agree and
contract as follow^s:
ARTICLE 1
APPOINTMENT OF DISTRIBUTOR
1.1
Grant of Pistributorship. Mateo grants the Distributor the right, and the Distributor undertakes
the obligation, on the terms and conditions set forth in this Agreement to purchase, resell, and service the
Products as a Mateo mobile distributor under the Business System (the "Distributorship").
L2
List of Calls and Potential Customer List. The Distributor will operate the Distributorship only
at those locations identified as potential stops along the Distributor's proposed route (the "List of Calls")
and in the list of Potential Customers (defined in Section 13.6) (the "Potential Customer List"). The List of
Calls and Potential Customer List are identified and attached to this Agreement as Exhibit A. Unless the
List of Calls and Potential Customer List is adjusted or modified by Mateo and the Distributor the
Distributor may not offer or sell Products to any person, business, entity or other Potential Customer, other
than those identified in the Potential Customer List. The Distributor acknowledges that: (A) as of the date
of this Agreement there are a minimum of three hundred twent\-fivc (325) Potential Customers, the
location of which will be identified on the List of Calls, (B) there can be no assurance that the Potential
Customers identified in the Potential Customer List will actually become Customers (defined in Section
13.6) of the Distributor, and (C) the number of actual Customers or Potential Customers identified on the
Potential Customer List may increase or decrease after the date of this Agreement.
Malco 2iA'i92(i.lU Distribulorship
PK ?-12*:.(i23775.,^
Agreenient
PagC
1
ii^j^m^yiOyi.O
1.3
Exclusive Rights. The Distributorship is a business which operates principally from a vehicle, and
w^hieh resells the Products to retail customers who are t\'pieally individual professional mechanics or
businesses whieh operate from a single location, and who generally purehase the Products for their own
use. Except as permitted under Section 1.4, and for so long as the Distributor is in compliance with this
Agreement, Mateo will not operate, or grant a license or franchise to operate, a Mateo mobile
distributorship that will be authorized to sell to any Potential Customers or Customers identified on the
Distributor's Potential Customer List, if such Customers purchase Products at or from the business located
and identified on the Potential Customer List.
L4
Rights Reserved by Mateo. The Distributor acknowledges and agrees that except for the rights
expressly granted to the Distributor and provided herein, Mateo retains all rights to sell, and license or
authorize others to sell. Products to any customers, at any location, and through any channels or methods
of distribution. Without limiting the foregoing, Mateo retains the following rights, on any terms and
conditions Mateo deems advisable, and without granting Distributor anyrightstherein:
1.4.1 Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will
have the absolute right to sell the Products, directly or indirectly, or through non-mobile distributors,
incUiding_CQmme.rcial sales representatives, (A^ to industrial customers, industrial accounts, and owners of
vehicle repair businesses (including businesses, entities, govemmental agencies, and others, including those
whieh may be listed on the Distributor's List of Calls, but excluding the Potential Customers) who (i) have
cenlral purchasing fimctions, or (ii) may purchase and/'or acquire special order products designed for
multiple-party use, which are not included as part of Mateo's regular or special purehase inventorv^ list, or
(iii) may purchase Products through a bidding process, such as railroads, airlines, manufacturers,
governmental agencies and schools, (B) to industrial and multiple-line and multiple brand wholesale
distributors who may resell sueh Products to any potential purchaser or customer, including the Customers;
and (C) to vocational and training schools and programs, and to the students and employees of sueh schools
and programs.
1.4.2 Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will
have the absolute right to sell the Products through (A) mail orders, telephone orders, and the use of
catalogs distributed to potential customers, (B) any current or future means of electronic commerce,
including the Intemet and Mateo's website, and (C) at special and/or temporar>' venues (including race
tracks, and other motor sports events).
1.4.3 Mateo, and any present orftitureaffiliates of Mateo, may manufacture and/or sell products
that are the same as or similar to the Products, and Mateo's present or fiiture affiliates may sell such
products directly, or indirectly through wholesalers, suppliers, distributors or others, to potential customers
who are the same as or similar to the Distributor's Potential Customers and Customers. Mateo and the
Distributor acknowledge and agree that Mateo has no control over the sales or distribution methods or
operations of its affiliates, and that Mateo has no liability or obligations to the Distributor due to any sales
or distribution activities of Mateo's affiliates.
1.5
Understandings and Acknowledgments. Mateo and the Distributor acknowledge and agree that
Mateo shall have no liabilit) or obligation to the Distributor if any Customer or Potential Customer of the
Distributor purchases or receives Products or competitive products through any method or channel of
distribution described in Section 1.4, or othenvise rcservêd to Mateo. Further, the Distributor and Mateo
acknowledge and agree that notwithstanding Section 1.3, Mateo has in the past granted (A) distributorships
that do not have any territorial restrictions or limitations on the distributor, and (B) distributorships that
have territories in whieh the distributor is not limited to selling Products to a specified number of
customers. Mateo shall use its reasonable efforts to deter such distributors, and other distributors, from
selling Products to customers on the Potential Customer List, but Mateo cannot and does not provide the
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Distributor with any guaranty or assurance that sueh distributor will not offer and sell Products to the
Distributor's Customers.
1.6
Spouse. Mateo, Distributor, and Spouse (defined below) acknowledge and agree that Mateo has
granted the rights under this Distributorship Agreement to Distributor based in part on Distributor's
application and Distributor's promise and covenant that the person identified on the signature page of this
Agreement as "Distributor," will operate the Mateo Truck and conduct the daily operations of the
Distributorship. Distributor has designated the person identified on the signature page of this Agreement as
"Spouse," as the person who will assist Distributor with certain aspects of the operation of the
Distributorship. Mateo, Distributor, and Spouse fiirther acknowledge and agree that both Distributor and
Spouse are liable for the financial obligations and debts of Distributor and the Distributorship, and are
responsible individually for compliance with this Agreement and for causing Distributor to comply with
this Agreement. Without limiting the foregoing, Distributor and Spouse acknowledge and agree to be
individually bound by all of the terms of this Agreement, including, in particular, those contained in
Section 3.11, Article 9, and Section 11.8.
ARTICLE 2
TERM OF AGREEMENT; DISTRIBUTOR'S OPTION TO REACQUIRE
DISTRIBUTORSHIP
2.1
Term. The term of this Agreement will be for ten years, commencing on the date of this Agreement (the "Term"). This Agreement will not be enforceable until it has been signed by both the Distributor
and Mateo.
2.2
Distributor's Option to Reacquire Distributorship. At the end of the Term of this Agreement,
the Distributor will have the right, at his option, to reacquire the Mateo Distnbutorship to ser\'e the existing
Customers identified in Exhibits A and B, for an additional ten year period, provided the Distributor
complies in all respects with the following conditions: (A) the Distributor has given Mateo written notiee
at least one hundred eighty days prior to the end of the Term of this Agreement of his intention to reacquire
the Mateo Distributorship; (B) the Distributor has complied with all of the material terms and conditions of
this Agreement, has materially complied with Mateo's operating and qualit)' standards and procedures, and
has timely paid all monetar)' obligations owed to Mateo throughout the Term of this Agreement; (C) the
Distributor has agreed, in writing, to make the reasonable capital expenditures necessar)' to update,
modemize, and/or replace the Mateo Tmck and equipment used by him in his Mateo business to meet the
then-current specifications and the general image portrayed by the Mateo Business System; (D) the
Distributor agrees to sign and comply with the then-current standard Distributorship Agreement then being
offered to new distributors by Mateo at the time the Distributor elects to exercise his option to reacquire the
Mateo Distributorship; and (E) the Distributor and Mateo have signed ajoint and mutual general release of
al.l claims each may have against the other.
ARTICLE 3
DISTRIBUTOR'S DUTIES AND OBLIGATIONS
3.1
Promotion of Distributorship. The Distributor will on a fijll-time basis diligently promote,
market, and work to increase Product sales, to increase the Customer base, and to provide quality service
and warranty support to the Customers.
3.2
Restrictions on Sales. The Distributor will only sell Products and other merchandise approved by
Mateo, and will not sell, any products, tools, equipment or other merchandise which arc competitive with
any of the Products, except for items that are traded-in by the Distributor's Customers, without Mateo's
prior written consent. Further, tlic Distributor shall not offer for sale, sell, or distribute any product not
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^proved in advance by Mateo (including, for example, hazardous materials, pornographic materials, or
products not related to the Distributor's business) and shall discontinue the offer, sale, or distribution of
products promptly upon nofice from Mateo. The Distributor may not operate the Distributorship or sell any
Products to any person, entit)-, or business, or at any location not identified on the Potential Customer List,
even if such Potential Customer or location is adjacent to, or near, a locafion on the Distributor's List of
Calls or Potential Customer List, nor may the Distributor sell Products to any Customer of the Distributor
who moves to a locafion or business not identified on the Potential Customer List.
3.3
Inventorv. The Distributor will (p.at all times maintain a minimum inventor)' of Products equal to
or in excess of the New Distributor Starter Inventor)', imd will^(ii) on a weekly basis^ purchase Products
from Mateo in an amount not less than 80% of the ""National Distributor Purchase Average," based on
Distributor's 12-month rolling average, or^ if Distributor has been operating the Distributorship for less
than 12 months, basc_d on Distributor's year-to-date averagc;_and_(iu) maintain_a_mjnimum of a 55% ratio
of a calculatiQn_Qf,lhe Distribut_or_i£\:car-tcbdatûrchase_a\;craê divided bv the D.istrib.utQrls-vearztQzdate.
sales .average 3.4
Weeklv and Monthlv Customer Sales Calls and Sales Meetings. To ensure high quality service,
the Distributor will make personal sales calls to at least 80% of the Distributor's Potential Customers each
week. In addition, the Distributor will make personal sales calls to each of his Potential Customers at least
once each month. The Distributor will also attend at least 80% of district sales meetings that Mateo
schedules in or for Distributor's district each year for its distributors and district managers. As of Januar)'
2003, Mateo expects to schedule a district sales meeting approximately once ever)' five weeks, provided,
however, that Mateo may modify' the frequency and timing of the meetings upon prior noUce. Failure to
comply with the weekly and monthly sales calls requirements or sales meeting requirements described in
this Section 3.4 shall be a material default under this Agreement, and shall be grounds for termination
under Secfion 11.2. If the Distributor fails to make personal sales calls to at least 80% of his Potentia!
Customers for three weeks out of any ten week period, or if the Distributor fails to make personal sales
calls to each of his Potential Customers at least once each month for three consecutive months, or if the
Distributor fails to attend at least 80% of the district sales meetings in any 12-month period, then Mateo
may, in lieu of termination of this Agreenient, terminate, reduce, or modif>' in all respects the Distributor's
exclusive rights under Section 1.3 of this Agreement, immediately upon written nofice from Mateo to
Distributor, and Mateo will have the absolute right to adjust the territor)-, the List of Calls or Potential
Customers accordingly or appoint or permit one or more other distributors to sell Products to the
Distributor's Potential Customers, or to sell directly or indirectly, itself or through affiliate. Products to the
Distributor's Potential Customers.
3.5
Time Payment Reserve Account. Mateo acknowledges having received from the Distributor a
deposit for the Distributor's Time Payment Reserve Account in the amount designated by Mateo, which
will be administered in accordance with Mateo's Time Payment Reserve Account policies.
3.6
Mateo Truck; Uniforms. The Distributor must purchase or lease a Mateo Tmck, of the type and
from a dealer or supplier approved by Mateo, prior to beginning operations of the Distributorship. The
Distributor will use the name MATCO TOOLS®, the approved logo and all colors and graphics commonly
associated with the Mateo Business System on the Mateo Tmck in accordance with Mateo's specifications.
The Distributor will keep the interior and exterior of the Mateo Tmck in a clean condition and will keep the
Mateo Tmck in good mechanical condition. The Mateo Tmck must be used solely for the operafion of the
Distributor's Mateo business. The Distributor must wear Matco-approved unifomis, as prescribed by
Mateo periodically, while operating the Distributorship. The Distributor is required to maintain a
professional appearance at all times and be clean and well groomed while making calls on Potential
Customers.
Mateo 2;i092ai.<J Distributorship Agreement
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3.7
Computer: Software; Data. The Distributor will purchase or lease a new (not previously owned
or refurbished) computer system that complies with the specificafions established by Mateo (and that
Mateo may update periodically), will sign the Mateo Distributor Business System Software License,
Maintenance and Support Agreement (the "SoftAvare License Agreement") (Exhibit 0) as may be modified
from time to time, and will pay the required software license fees and annual maintenance support fee set
forth in the Sof^vare License Agreement. The Distributor shall comply with all of Mateo's standards and
specifications for computer hardware, software, and communications, and the Distributor shall update its
computer hardware, softyvare, and communications to comply with any new or changed standards or
specifications established by Mateo. The Distributor agrees to use all of the features of the Mateo software
in operating the Distributorship, including, without limitation, the order entrv-, inventor)', accounts
receivable and reporting features. The Distributor will communicate with Mateo, and wil) transmit to, and
receive documents from, Mateo, electronically, in the manner specified by Mateo in the Manual (defined
below) or as directed by Mateo through the Mateo Distributor Business System. Except for the Mateo
Distributor Business System software, the Distributor will have sole and complete responsibility for: (a) the
acquisition, operation, maintenance and upgrading of the computer system in order to maintain compliance
with Mateo's current standards as they may be modified from time to time; (b) obtaining and maintaining
access to the Intemet through a subscription with an Intemet ser\'ice provider or a then-current
technologically capable equivalent in accordance with Mateo's standards (whieh is currently high-speed
Intemet access through cable, DSL, or high-speed cellular); (c) the manner in which the Distributor's
system interfaces with Mateo's computer system and those of other third parties, and (d) any and all
consequences that may arise if the Distributor's system is not properly operated, maintained, and upgraded.
All data provided by the Distributor, uploaded to Mateo's system from the Distributor's system, and/or
downloaded from the Distributor's system to the Mateo system is and will be owned exclusively by Mateo,
and Mateo will have the right to use sueh data in any manner that Mateo deems appropriate without
compensation to the Distributor. In addition, all other data created or collected by Distnbutor in cormection
with the Mateo Distributor Business System, or in connection with the Distributor's operation of the
business, is and will be owned exclusively by Mateo during the term of, and following termination or
expiration of, the Agreement. Copies and/or originals of sueh data must be provided to Mateo upon
Mateo's request.
3.8
New Distributor Training Program. The Distributor must successfiilly complete the ""New
Distributor Training Program," as defined in Section 4.1, before operating the Distributorship. If the
Distributor owns more than one Mateo Distributorship, then the New Distributor Training Program must be
successfully completed by the Operator who will operate the Distributorship to which this Agreement
relates before the Distributorship opens for business. Mateo may provide additional training and
certification for its distributors from fime to time and the Distributor (and the Operator, if applicable) will
attend this training and will complete the certificafion procedures designated by Mateo. At its option,
Mateo may require distributors to pay all or some portion of the cost of providing any such ftiture
addifional training and/or certification procedures. Distributor will be required to attend a minimum of
80% of the Mateo-scheduled district sales meetings for the Distnbutor's district in any 12-month period.
3.9
Compliance with Laws. The Distributor and all of his employees will comply with all federal,
state and local laws, ordinances, mles, orders and regulations applicable to the operation of the
Distributorship, including all traffic and safet)" regulations. The Distributor will file all federal and state tax
retums and will timely pay all federal withholding taxes, federal insurance contribufion taxes, and all other
federal, state, and local income, sales and other taxes.
3.10
Compliance with Manual. The Distributor will operate the Distributorship in conformit)- with the
operating procedures and policies established in the Mateo Confidential Operafing Manual (the "Manual"),
or otherwise in writing. Mateo will loan the Distributor a copy of the Manual when the Distributor begins
the New Distributor Training Program. Mateo rcser\'cs the right to provide the Manual electronically or in
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an electronic or computer-readable format, for example, via the Mateo Distributor Business System or
another method, or on a CD.
3.11
Pavment Obligations. The Distributor will timely pay all amounts owed to Mateo for Product
purchases and under any credit agreement, promissor)' note, or other agreement relating to the
Distributorship. A l l payments shall be made in accordance wdth Mateo's instmctions and Operations
Manual, including payments by telephone and electronic funds transfer, as described in Section 6.4 below.
3.12
Management of Distributorship. The Distributor will be responsible for managing all aspects of
the Mateo Business, including sales, collection of accounts receivable, purchases, inventory^ management,
and hiring of Operators, if pennitted by Mateo. The Distributor may not hire Operators, managers or
drivers, or delegate any of his./her duties and obligations under this Agreement, unless approved in writing,
in advance, by Mateo. Notwithstanding our Business System standards, some of which address safety,
security, and related matters, these matters are solely within the Distributor's control, and the Distributor
retains all responsibilit)' for these matters in the operation of the Distributorship.
3.13
Matco*s Inspection Rights. The Distributor will: (A) permit Mateo and its agents to inspect the
Distributor's Mateo Tmck and observe the Distributor's business operations at any time during normal
business hours, (B) cooperate with Mateo during any inspections by rendering such assistance as Mateo
may reasonably request, and (C) immediately, upon written notice from Mateo take the steps necessar)' to
correct any deficiencies in the Distributor's business operations.
3.14
Use of the Internet. The Distributor specifically acknowledges and agrees that any Website (as
defined below) will be deemed "advertising'' under this Agreement, and will be subject to (among other
things) Mateo's approval under Section 7.4 below. (As used in this Agreement, the term "Website'' means
an interactive electronic document, contained in a network of computers linked by communications
soflAvare, that the Distributor operates or authorizes others to operate and that refers to the Distributorship,
the Marks, Mateo, and/or the Business System. The term Website includes, but is not limited to, Intemet
and World Wide Web home pages.) In connection with any Website, the Distributor agrees to the
following:
3.14.1 Before establishing the Website, the Distributor will submit to Mateo a sample of the
Website format and information in the form and manner Mateo may reasonably require.
3.14.2 The Distributor may not establish or use the Website without Mateo's prior written
approval.
3.14.3 In addifion to any other applicable requirements, the Distributor must comply with Mateo's
standards and specifications for Websites as prescribed by Mateo from time to time in the Manual or
othervvise in wnting. If required by Mateo, the Distributor wdll establish its Website as part of Mateo's
Website and/or establish electronic links to Mateo's Website. As of the date of this Agreement, Mateo has
established a Website for the entire system, and has offered Distributor a web page (or subpage) on
Mateo's Website. Distributor shall execute Mateo's "Mateo Tools Wêb Page Agreement" (attached as
Exhibit Q hereto), which permits Distributor to have its own subpage on Mateo's website. Distributor shall
pay all appropriate fees under the Mateo Tools Web Page Agreement, and shall comply with Mateo's web
policies as they may be modified from time to time.
3.14.4 If the Distributor proposes any material revision to the Website or any of the information
contained in the W'ebsite, the Distributor must submit each such revision to Mateo for Mateo's prior written
approval as provided above.
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3.15
Substance Abuse and Drug Testing. The Distributor acknowledges and agrees that driving a
Mateo Tmck in an unsafe manner, or under the influence of alcohol or illegal dmgs is potentially hazardous
to the Distributor and to third parties, may physical injury to the Distributor and/or to third parties, and is a
violation of law and a violation of Malco policies. In addition, such actions, and/or illegal or unauthorized
operation of the Tmck and/or the Distributorship, may injure or harm the Marks and the goodwill
associated with the Marks. The Distributor agrees not to drive or operate the Tmck under the influence of
alcohol or illegal dmgs and not to use or ingest illegal dmgs at any time. Mateo may, from time to time,
and upon notice to the Distributor, require that the Distributor submit to, and undergo periodic or random
dmg and/or alcohol tesfing at a facilit)', clinic, hospital or laborator)' specified by Mateo, at a reasonable
distance from the Distributor's home, within the time penod specified by Mateo, which shall not be less
than two (2) days, nor more than five (5) days following Mateo's notice. Mateo will bear the cost of any
tesfing or lab fees. The Distributor's failure to submit to the testing, or the failure to pass the testing and
analysis will be grounds for immediate termination of the Distributorship, upon notice from Mateo.
ARTICLE 4
MATCO^S DUTIES
4.1
New Distributor Training Program. Mateo will provide a classroom training program to the
Distributor and, if applicable, the Operator, in Stow, Ohio, or at such other location as may be designated
by Mateo, to educate, familiarize and acquaint the Distributor and the Operator with the Mateo Business
Systems. The training will include instmction (and, in some instances, may include training by videotape,
computer-based training modules, or interactive video) on basic business procedures, purchasing, selling
and marketing techniques, customer relations, basic computer operations, and other business and marketing
topics selected by Mateo. After completion of the classroom training, hands-on training on the
Distributor's tmck will be provided by Mateo. The classroom training at Stow, or other designated
locafion, together with the on-the-tmck training comprises Mateo's "'New Distributor Training Program."
The Distributor and the Operator must successfully complete the classroom training prior to commencing
business operations. The classroom training will be scheduled by Mateo in its sole discretion and will be
for a minimum of sixty hours. The Distributor must pay lodging and travel costs for attendance at the
classroom training program. Currently, Mateo has negotiated group lodging and meal accommodations and
rates for distributors while attending the classroom training program. Lodging is located near Mateo's
headquarters, Cleveland Hopkins Intemational Airport, and/or Akron-Canton Regional Airport. The
Distributor will be responsible for all expenses (except for scheduled travel to and from the airport and for
daily travel to and from Mateo's headquarters) incurred during classroom training programs. Lodging and
meal costs will be billed directly to the Distributor's Open Purchase Account. If the Distributor or initial
Operator elects to bring their respective Spouse, Mateo will charge a flat fee in the amount of two hundred
ninet)'-five dollars ($295.00) for food, lodging, and local transportafion. The Distributor will pay all other
expenses incurred by the Distnbutor, the Operator, and, if applicable, their Spouse(s), Operator in
connection with the attendance and/or participation of the Distributor and the Operator in Mateo's New
Distributor Training Program, including the Operator's salary- and fringe benefits.
4.2
Field Training. Following the Distributor's successful completion of the classroom portion of
Mateo's New Distributor Training Program, a regional trainer, and/or a regional or district manager
designated by Mateo (the "Designated Trainer") will assist and advise the Distributor in the operation of his
Mateo business for a minimum of eighty hours over a six-week period. This assistance may include
approximately one week of training prior to or after the Distributor's classroom training, approximately one
week of training dunng the period that the Distributor commences sales activity, in conjunction with the
Distributor's initial sales calls to Potential Customers and locations identified on the List of Calls and
Potenfial Customer List, and a final phase of training during a period following the Distributor's first week
of operations. The Designated Trainer will make sales calls with the Distributor and will provide training
and assistance to the Distributor relating to purchasing, selling and marketing techniques, customer
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relafions, computer operations. Product knowledge and other topics relating to the Distributor's operation
of the Distributorship.
4.3
Periodic Meetings. Mateo will schedule periodic meetings with Mateo personnel and other
distributors for additional training. Product updates and business seminars. The Distributor must attend at
least 80% ofthe Mateo-scheduled district sales meetings for its district in any 12-month period.
4.4
Hiring of New Operator. The Distributor will immediately notify Mateo if he hires a new
Operator to operate the Distributorship. If the new Operator has not successfiilly completed the New
Distributor Training Program prior to hiring by the Distributor, then the new Operator will be required to
successfiilly complete the New Distributor Training Program prior to operating the Distributorship. Mateo
will not charge a training fee for training the new Operator, but the Distributor will pay all travel, room and
board, living and other expenses in connection with the new Operator's attendance and/or participation in
Mateo's New Distributor Training Program. Additionally, the Distributor will pay the Operator's salar)'
and fiinge benefits.
ARTICLE 5
THE PARTIES' RELATIONSHIP
5.1
Independent Contractor. The Distributor is and will hold himself out to be an independent contractor, and not an agent or employee of Mateo. The Distributor is not authorized: (A) to sign in the name
of Mateo (or on its behalf) any contract, check, note, or written instmment; (B) to pledge the credit of
Mateo; (C) to bind or obligate Mateo in any way; or (D) to make any promise, warranty, or representation
on Mateo's behalf with respect to the Products or any other matter, except as expressly authorized in
writing by Mateo.
5.2
Financial Records and Reports. The Distributor will keep complete and accurate books, records,
and accounts of all financial and business transactions and activities relating to the Distributorship, and will
permit Mateo and its representatives to audit the books, records and accounts during regular business hours
during the Term of this Agreement and for one year after termination or expiration of this Agreement. The
Distributor's books, records and accounts will be in the form designated by Mateo and the Distributor will
use the chart of accounts designated by Mateo for all financial statements. The Distributor will submit to
Mateo, on a weekly basis, such business reports as Mateo may designate in writing. Mateo may request
that the Distributor provide to Mateo, within 90 days of the Distributor's fiscal year end, annual financial
statements prepared in a format that Mateo may designate. Mateo may require that the financial statements
include a profit and loss statement, a balance sheet, a cash flow statement and/or other infonnation.
5.3
Insurance. The Distributor will purchase and maintain comprehensive general liability insurance
covering bodily injur)^ and propert)- damage with minimum coverage of $2,000,000, and vehicle liability
insurance coverage for the Mateo Truck with minimum coverage of 52,000,000, insuring both the Distributor and Mateo against any loss, liability, damage, claim or expense of any kind whatsoever, including
claims for bodily injur)', personal injur)' and property damage resulting from the operation of the Distributorship or the operation of the Mateo Tmck or any other vehicle used in connection with the
Distributorship. In addition, the Distributor will purchase and maintain propert)' insurance coverage with
limits of at least "replacement"' cost for the Mateo Tmck and the Products, cargo, computer system and
equipment used in connection with the Distributorship, and will purchase and pay for any and all other
insurance required by law. All insurance policies maintained by the Distributor will: (A) name Mateo as an
additional named insured, (B) provide that Mateo will receive copies of all notices of cancellation,
nonrenewal or coverage change at least thirty days pnor to the effective date, and (C) require the insurance
company to provide and pay for legal counsel to defend any claims or actions brought against the
Distributor or Mateo. Additional requirements conceming the insurance to be obtained and maintained by
Mateo ûmimo Distribulorship .Agreement
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the Distributor, if any, may be designated by Mateo from time to time in writing. If Distributor does not
obtain and maintain the proper insurance coverage, Mateo may purchase said insurance on Distributor's
behalf and charge Distributor's Open Purchase Account for the premium paid.
5.4
Indemnification. The Distributor will indemnify and hold Mateo harmless from any claims,
damages, judgments and losses, including attomey's fees, arising out of, from, in connection with, or as a
result of the Distributor's operation of the Distributorship and the business conducted under this
Agreement, the Distributor's breach of this Agreement, the Distributor's negligence, or any acts or
omissions of the Distributor in connection with the operation of the Distributorship including, without
limitation, claims, damages, judgments and losses arising from any unauthorized statements,
representations or warranties made by the Distributor wdth respect to the Products, and those alleged to be
caused by Mateo's negligence, unless (and then only to the extent that) the claims, damages, judgments,
and losses are determined to be caused solely by Mateo's gross negligence or willfiil misconduct according
to a final, unappealable mling issued by a court or arbitrator of competent jurisdiction.
5.5
Exercise of Mateo's Judgment. Mateo has the right to operate, develop, and change the Business
System in any manner that is not specifically precluded by this Agreement. Whenever Mateo has reserved
in this Agreement a nght to take or withhold an action, or to grant or decline to grant the Distributor a right
to take or omit an action, except as otherwise expressly and specifically provided in this Agreement, Mateo
may make its decision or exercise its rights on the basis of the information readily available to it, and
Mateo's judgment of what is in its best interests and/or in the best interests of its franchise network, at the
time the decision is made, without regard to whether other reasonable or even arguably preferable
altemative decisions could have been made by Mateo and wdthout regard to whether Mateo's decision or
the action Mateo takes promotes itsfinancialor other individual interest.
ARTICLE 6
PRODUCTS
6.1
Sale and Purchase of Products. Mateo will sell and the Distributor wil! buy the Products from
Mateo at the prices and on the terms established and published by Mateo from time to time. Distributor
will not purchase or attempt to purchase any products, including Products, directly from vendors supplying
products to Mateo. Prices and terms applicable to each order placed by the Distributor will be those in
effect on the date the order is accepted by Mateo. Mateo reserves the right to add or delete Products, make
changes to the Products, increase Product prices, and adjust the prices, terms, and discounts for the
Products, without notice or liabilit)' to the Distributor, at any time.
6.2
Prices of Products. The Distributor will have the absolute right to determine the prices at which
the Products are sold to the Distributor's Customers. If Mateo institutes and implements a discount
program, incentive program, coupon program, or other product sales or marketing program, the Distributor
must comply with the program, and honor all authorized coupons, gift cards, gift certificates, and
incentives.
6.3
Initial Inventory. Upon execution of this Agreement, the Distributor will place an order with
Mateo forthe New Distributor Starter Inventor)'. The Distributor will pay Mateo for the New Distributor
Starter Inventor)- upon execution of this Agreement. Shipment of the New Distributor Starter Inventon^
will be made to the Distributor within 28 days of the date of this Agreement.
6.4
Electronic Funds Transfers. Ali payments to Mateo by the Distributor on any promissor)' note or
for the purchase of Products and other goods and scrvdccs will be made by electronic funds transfers in
accordance with the instmctions ter-tlie-^Matco-Pav-Bv-PhoH*^Svst^mbv Global Pa^'mc^t Svstems contained
Maleo aniiyjQJ^/ Distributorship .Agreemeni
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in the Operations Manual. The Distributor will, from time to time during the Term of this Agreement, sign
such documents as Mateo may request to authorize the Distributor's bank to transfer the payment amounts
designated by the Distributor to Mateo's bank.
6.5
Standard Pavment Terms. Mateo's standard payment terms for Products sold to the Distributor
are "payment due upon receipt of invoice." If the Distributor fails to make any payment to Mateo for
Products in a timely manner, then Mateo may require fiill or partial payment in advance or seek other
assurances of performance, including, but not limited to, reducing credit limits and/or placing the
Distributor on credit hold prior to shipping any additional Products to the Distributor.
6.6
Securitv. The Distributor hereby grants Mateo a security interest in all of the Distributors
Products, accounts receivable and other assets to secure any unpaid credit or financing provided to the
Distributor and the Distnbutor will sign such security agreements, fmancing statements and other
documents as Mateo may request to legally perfect its securit)' interest.
6.7
Shipment. The Distributor will be entitled to one shipment of Products per week from Mateo's
warehouse, freight prepaid by Mateo. Mateo will ship Products "FOB" from Mateo's warehouse, freight
prepaid, but the title to the Products, and the risk of loss, wdll pass to Distributor as soon as the Products are
delivered to the carrier at Mateo's warehouse. Prepaid freight shipments wil! not accumulate if the
Distributor fails to request a shipment for any particular week. Additional shipments, special orders,
shipments to addresses other than the Distributors normal business address, and orders not made in
compliance with Mateo's standard order input procedures, will be shipped from Mateo's warehouse, freight
collect, unless otherwise agreed to in writing by Mateo.
6.8
No Right To Withhold or Offset. The Distributor will not withhold any payment due to Mateo
because of any damage to the Products caused during transportation from Mateo to the Distributor or as a
result of any legal or other claims the Distributor may allege against Mateo. The Distributor will not deduct
any charges for sendees, parts, or other items from any payments due to Mateo until such charges have
been agreed to in writing by Mateo.
6.9
Acceptance of Orders/Force Majeure. All Product orders placed by the Distributor will be subject to acceptance by Mateo. Mateo will, wdth reasonable diligence, execute all accepted Product orders
received from the Distributor. However, Mateo expressly reser\xs the right at any time to defer, postpone
or forego any shipments of Products on account of procedures or priorities established by any state, federal
or local govemment or because of production failures, strikes or other labor disturbances, inabilit)' or delay
in obtaining raw materials or other supplies, floods, fires, accidents, wars, incidents of terrorism or other
causes or conditions beyond the control of Mateo, and Mateo w ill not be liable to the Distributor for any
damages or loss of profits caused by such delay in executing or failing to execute such orders.
6-10
Taxes. The Distributor will pay, in addition to the prices specified for the Products pursuant to
Mateo's then current price list, all applicable federal, state, local and govemmental taxes applicable to the
Distributor's purchase of the Products.
6.11
Risk of Loss. After any Products ordered by the Distributor have been identified in such order, the
risk of loss will at all times be bome by the Distributor. The Distributor will be responsible for making all
claims against the carrier for damages to the Products and for all other losses.
Mateo 2:i<-'y2!tLQ Distribulorship Agreement
PK •?43>; 23775 J.
P a g e 10
37^0^3/2!^4.!.Q
ARTICLE 7
TRADEMARKS, TRADE NAMES AND PATENTS
7.1
Grant of License. Mateo grants to the Distributor a non-exclusive, non-transferable right and
license to use the Marks in the normal course of operating the Distributorship. The Distributor will only
use the Marks in connection with the sale of the Products sold pursuant to the Business System and the
terms of this Agreement.
7.2
Rights of Mateo. The Distributor will not take any action which is adverse to Mateo's right, title
or interest in the Marks or Mateo's pending or issued patents for various inventions and Products. The
Distributor will not register or attempt to register the Marks or apply for any patent rights for the Products.
The Distributor further agrees that nothing in this Agreement wdll give the Distributor any right, title or
interest in the patent rights or Marks other than the right of use in accordance with the terms of this
Agreement. The Distributor acknowledges the validity and Mateo's exclusive ownership of the Marks and
the patent rights and agrees that any improvements made by the Distributor relating to the Marks or the
Business System, as well as any and all goodwill resulting from the Distributor's use of the Marks pursuant
to this Agreement, will inure solely to the benefit of Mateo.
7.3
Conditions to Use of Marks. The Distributor will not have the right to sublicense, assign or transfer its license to use the Marks. The Distributor will not use the Maiks as part of its corporate or other legal
name, or as part of any e-mail address, domain name, or other identification of the Distributor in any
electronic medium. The Distributor wdll use the Marks only in the form and manner and with the appropriate legends as prescribed from time to time by Mateo. The Distributor will modify^ its use of the Marks
from time to time in the manner designated in writing by Mateo. The Distributor wil! sign all documents
deemed necessar)' by Mateo to obtain or maintain protection for the Marks.
7.4
Approval of Printed Materials. The Distributor will obtain Mateo's prior written approval for the
use of the Maiks in any advertising, promotional or other printed materials.
7.5
Defense of Actions. The Distributor will give Mateo immediate written notice of anv claim made
by any party relating to the Marks or the Business System and will, without compensation, cooperate in all
respects with Mateo in any legal proceedings involving the Marks or the Business System. Mateo will
have the sole and absolute right to determine whether it will commence or defend any litigation involving
the Marks or the Business System, and will, at its expense, control and conduct any litigation involving the
Maiks. If the Distributor is named as a defendant in any action involving the Marks or the Business
System solely because the plaintiff is alleging that the Distributor docs not have the right to use the Marks,
then if the Distributor gives Mateo written notice of the action within ten days after the Distributor receives
notice of the claim, Mateo will assume the defense of the action and will indemnify' and hold the
Distributor harmless from any and all damages assessed .against the Distributor in connection with the
action.
ARTICLE 8
WARRANTY
All Mateo Products arc subject to the warranty and liability limitations of the written Product warrant)' of
Mateo (the "Mateo Warranty"). The Mateo Warrant)' may be amended or revised by Mateo at any time in
its sole discretion. Mateo will have the right to adjust and resolve all warranty claims, either directly with
the Customer or through the Distributor, as Mateo in its sole discretion may determine, and any action by
Mateo with respect to warranty claims will be binding upon the Distributor.
Maico 3+iiiy2UU! Di.slribulorship Agreement
PK 445^.Ttt23775.3
PagC 1 1
a,i^J:.0<J3.29JJl
ARTICLE 9
CONFIDENTIALITY
The Distributor will not, during the Term of this Agreement or thereafter communicate, divulge or use for
the benefit of any other person or entit)' any confidential information, knowledge or know-how conceming
the methods of operation of a Mateo Distributorship which may be communicated to the Distributor by any
employees of Mateo, or which arises by virtue of this Agreement. The Distributor will divulge such
confidential information only to his employees who must have access to it in order to operate the
Distributorship. The Operations Manual and any and all other information, knowledge and know-how
including, without limitation, drawings, materials, equipment, technology, methods, procedures,
specifications, techniques, computer software programs, computer software source codes, systems and
other data which Mateo designates as confidential or proprietary' will be deemed confidential and
proprietar)^ for the purposes of this Agreement.
ARTICLE 10
TRANSFER OF INTEREST
10.1
Transfer of Distributorship Interest. Neither the Distributor nor any individual, partnership, or
corporation which owns any interest in the Distributor will transfer any interest in this Agreement, in the
Distributor, in any capital or common stock in the Distributor, or in all or substantially all of the assets of
the Distributorship, including the Mateo Tmck (the "Distributorship Interest"), without the prior written
consent of Mateo.
10.2
Conditions for Transfer. Mateo will not unreasonably withhold its consent to any transfer, if the
following conditions are met: the Distributor is not in default under any provision of this Agreement,
including payment of any financial obligations to Mateo; the Distributor and Mateo have signed a mutual
general release of any and all claims against each other and their respective affiliates; it has been
demonstrated to Mateo's sole satisfaction that the transferee exhibits the ability to operate the
Distributorship, possesses an acceptable credit rating, has adequate financial resources and capital to
operate the Distributorship in accordance with Mateo's requirements, and is not involved, directly or
indirectly, in any business that is in any way competitive with a Mateo Distributorship; the transfereedistributor successfully completes the New Distributor Training Program; and the Distributor and
transferee-distributor sign the legal documents necessar)' to transfer this Agreement to the transfereedistributor. Distributor and Spouse acknowledge and agree that (a) any proposed assignment or transfer to
Spouse of this Agreement, the rights and responsibilities under this Agreement, or any Distributorship
Interest, or (b) any proposed delegation of duties of Distributor under this Agreement, to Spouse, by
contract, by operation of law, or otherwise, shall not be effective unless approved in advance, in writing by
Mateo, and Mateo may rely on the conditions described in this Section 10.2, and/or any other reasonable
conditions and qualifications, in determining to grant or withhold its consent of or approval to any such
transfer, assignment, or delegation to Spouse.
10.3
Transfer to Corporation. The Distributor may transfer this Agreement to a corporation formed
for the convenience of ownership upon prior writtennotice to Mateo, provided the Distributor owns 100%
of the capital stock of the corporation and personally guarantees, in a written guarant)' satisfactor)' to
Mateo, to make all payments and to fiilfill a!l obligations and conditions required under this Agreement.
10.4
Securitv Interest. The Distnbutor will not grant a security interest in the Distributorship or this
Agreement without Mateo's prior written consent. Mateo will have the right as a condition of its consent,
to require the secured party to agree that if the Distributor defaults under any security interest, then Mateo
will have the right and option (but not the obligation) to be substituted for the Distributor as the obligor to
Mateo luCmOJO Distribulorship Agreemeni
PK •542^.a23775.3
PagC 12
'j^^^^'^^S^Sgîa
the secured part)' and to cure any default of the Distributor without the acceleration of any indebtedness due
from the Distributor.
10.5 Transfer bv Mateo. Mateo will have the right to transfer or assign this Agreement and all or any
part of its rights or obligations herein to any person or legal entity without notice totiieDistributor.
10.6
Non-Competition and Non-Solicitation Following a Transfer. In addition, to the covenants
regarding non-competition and non-solicitation of Distributor, Spouse and others as specified in Section
11.8 below, Mateo encourages Distributor to obtain a noncompetition agreement from the previous
Distributor that serviced the List of Calls, and Mateo expects that it will encourage any new distributor that
acquires the business, the route, the accounts or the distributorship of the Distributor to obtain a
noncompetition agreement from the outgoing or transferring Distributor. The noncompetition agreement
may assist in preventing competition from the previous Distributor, Spouse, and immediate familv
members for a continuous unintcrmptcd period of one (1) year from the date of a transfer permitted under
Section 10 above, or expiration or termination of the previous Distnbutor's Distributorship Agreement
(regardless of the cause for termination). Competition includes, but is not limited to, selling or attempt to
sell any Products or any products the same as or similar to the Products to (i) any existing Customer on the
Distributor's List of Calls who purchased one or more Products from the previous Distributor during the
12-month period immediately preceding the dates referred to in this Section 10.6, or (ii) any Potential
Customer on the Distributor's List of Calls and Potential Customer List, located on, or identified in, the
previous Distributor's List of Calls and Potential Customer List, as such lists existed, or may have been
amended as provided for in the previous Distributor's Agreement and in accordance with Mateo's policies,
if the previous Distributor had visited or made one or more sales calls to such Potential Customer, List of
Calls, or person or business identified on the Potential Customer List during the 12-month period
immediately preceding the date referred to in this Section 10.6.
ARTICLE 11
TERMINATION
11.1
Termination by Distributor. The Distributor may terminate this Agreement, at any time, with or
without cause, by giving thirty days prior written notice to Mateo.
11.2
Mateo's Termination Rights. Mateo will have the right to terminate this Agreement if the
Distributor: (A) violates any material term, provision, obligation, representation or warrant)' contained in
this Agreement or any other agreements entered into with Mateo including, but not limited to, agreements
regarding participation in the Mateo Tools PSA Program, (B) makes an assignment for the benefit of
creditors or if a voluntar)' or involuntarv' proceeding is instituted against the Distributor in bankmptcv or
under any other insolvency or similar law, (C) attempts to assign or transfer this Agreement without
Mateo's written consent, (D) abandons the Distributorship, (E) fails to timely make any payment due to
Mateo under this Agreement or under any other agreement, promissor)' note or contract, or (F) refuses to
permit Mateo to audit his books and records in accordance with Section 5.2.
11.3 Notice; Cure Periods. Mateo will not have the right to temiinate this Agreement unless and until:
(A) written notice setting forth the alleged breach giving rise to the termination has been delivered to the
Distributor in accordance with the terms of Section 13.2, and (B) the Distributor fails to correct the breach
within the period of time specified by law. If applicable law does not specify' a time period to correct the
breach, then the Distributor will have si-xtvthirty days to correct the breach except where the written notice
states that the Distributor is delinquent in any pavment due to Mateo under this Agreement in which case
the Distnbutor will have ten days to make full payment to Mateo.
Mateo 2uU92<J\0 Distributorship Agreement
PK ?45^;H;.23775.3
PagC 13
i.-i-2-7.091^:9^10
11.4
Immediate Termination Rights. Notwithstanding Section 11.3, Mateo will have the right to
immediately terminate this Agreement by giving the Distributor written notice of termination, if the
Distributor: (A) abandons the Distributorship, including voluntary or involuntar)' abandonment, and/or
abandonment due to repossession of the Mateo Tools tmck and inventor)', (B) is convicted of or pleads
guilt)' to a gross misdemeanor or felony, (C) is involved in any conduct or act which materially impairs the
goodwill associated vvith Mateo, the Business System, or the Marks, (D) refiises to permit Mateo to audit
his books and records in accordance with Section 5.2, (E) has been found to have submitted a fraudulent
credit application, (F) commits any fraudulent act in connection vvith any of his/her agreements with Mateo,
(G) fails to comply with Section 3.2 of this Agreement by offering to sell or selling any products to
customers at any location not identified on the distributor's List of Calls or Potential Customer List without
Mateo's express written authorization, (H) is disabled to the extent distributor cannot perform such
obligations hereunder for a period of (6) six consecutive months, or for any (6) six months wdthin a period
of (18) eighteen consecutive months, (I) dies, (J) after curing a default pursuant to Section 11.2, commits
the same default again within a twelve (12) month period of the previous default, whether or not cured after
notice, (K) commits the same or different default under this Agreement, three or more times within any
twelve (12) month period, whether or not cured after notice, (L) makes an assignment for the benefit of
creditors or if a voluntary or involuntary proceeding is instituted against the Distributor in bankmptcv or
under any other insolvency or similar law, or (M) fails to submit to or undergo a dmg and/or alcohol test if
required by Mateo, or fails the dmg and/or alcohol test required by Mateo.
11.5 Obligations Upon Termination. Upon the termination or expiration of this Agreement, the
Distributor will: pay Mateo all amounts owed by the Distributor to Maico including interest charged on
distributor's Open Purchase Account balance at arateof 22.5% annually or the maximum rate permitted by
law, whichever is lower; provide Mateo with the inventor)' amounts and financial infomiation of the
Distributorship for the preceding twelve months; immediately cease using all of the Marks and the Business
System; provide Mateo with all Customer lists and other information relating to the Customers of the
Distributorship; retum to Mateo by pre-paid U.S. mail the Manual and all olher manuals, software,
catalogs, brochures, pamphlets, decals, signs, and other materials provided to the Distributor by Mateo,
and/or destroy all electronic versions of such materials and provide verification of such destmction to
Mateo; and remove all Marks, logos, graphics and insignias indicating a relationship wdth Malco from the
Malco Tmck and all olher property of the Distributor. In addition, Malco may assess Distributor a late fee
of S25 per week for each week that the Distributor fails to pay the balance owed on the Open Purchase
Account follovving termination.
11.6
Return of Products. Within thirl)' days following: (A) the expiration or non-renewal of this
Agreement, or (B) termination of this Agreement by Mateo or by Distributor, Malco will, in accordance
with Mateo's then-current Product retum policy, permit the Distributor to retum the new and unused
Producis purchased by the Dislribulor from Malco, and the amounl of the Products retumed will be credited
to the Distributor's open purchase account, subject to any fees or changes in accordance with Malco's thencurrent Product return policy.
11.7
Warrantv Returns. During the thirty day period following termination of this Agreement, Malco
will accept Producis retumed lo it by the Distributor for warranty claim processing in accordance with
Mateo's then existing warranty policy.
11.8
Non-Solicitation of Customers; Covenant Against Competition. Distributor and Spouse, if
applicable, individually covenant that each of Distributor. Spouse, Distributor's employees, and the
immediate family members of Distributor and Spouse, except as otherwise approved in writingby Malco:
11.8.1 shall not, during the lerm of this Agreement, either directly or indirectiy, for itself, or
through, on behalf of, or in conjunction with any person, persons, partnership, limited liability companv, or
Malco iyiiy29_lll Distributorship .Agreement
PK ?4-3^r^»2377?.3
Page 14
'KV-2".ai>3:2\9l1_(!
corporation, ov™, maintain, operate, engage in, or have any interest in any business which is the same as or
similar to a Malco mobile tool distributorship business, including without limitation, a business that
manufactures, sells, and/or distributes any producis that are the same as or similar to the Products (referred
to herein as a "Competitive Business");
11.8.2 shall not, during the term of this Agreement, either directiy or indirectiy, for itself, or
through, on behalf of, or in conjunction with any person, persons, parmership, limiled liabilit)' company, or
corporation, sell or attempt to sell to any customers or Potential Cusiomers of the Distributorship any
producis that are the same or similar to the Producis;
11.8.3 shall not for a continuous unintcrmptcd period of one (I) year from the date of: (A) a
transfer permitted under Section 10, above; (B) expiration or terminaiion of this Agreement (regardless of
the cause for termination); or (C) a final order of a duly authorized arbitrator, panel of arbitrators, or court
of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with
respect to the enforcement of this Section 11.8, either directly or indirectiy, for itself, or through, on behalf
of, or in conjunction with any persons, partnership, limited liability company, or corporation, sell or
attempt to sell any Products or any products the same as or similar to the Products to (i) any existing
Customer who purchased one or more Products from Distributor during the 12-monlh period immediately
preceding the dales referred to in subclauses (A), (B), or (C) of this Section 11.8.3, or (ii) any Potential
Customer, located on, or ideniified in, the Lisl of Calls and Potential Customer List, as such lists existed, or
may have been amended as provided for in this Agreement and in accordance with Malco's policies, if
Distributor had visited or made one or more sales calls to such Potential Customer, List of Calls, or person
or business identified on the Potential Customer Lisl during the 12-monlh period immediately preceding
the date referred to in subclauses (A), (B), or (C) of this Section 11.8.3.
ARTICLE 12
DISPUTE RESOLUTION
12.1
Arbitration. Except as expressly provided in Section 12.5 of this Agreement, all breaches, claims,
disputes and controversies (collectively referred lo as "breaches" or "breach") between the Distributor,
including its Spouse, shareholders, partners or guarantors, and Malco, including its employees, agents,
officers or directors and its parent, subsidiar)' or affiliated companies, arising from or related to this
Agreement, the offer or sale of the franchise and distribution rights contained in this Agreement, the
relationship of Mateo and Distributor, or Distributor's operation of the Distributorship, including any
allegations of fraud, misrepresentation, and violation of any federal, state or local law or regulation, vvill be
determined exclusively by binding arbitration in accordance with the Rules and Regulations of the
American Arbitration Association ("Arbitration").
12.2
Notice of Dispute; Cure Period. The part)' alleging the breach must provide the olher party with
written noiicc setting forth the facts of the breach in detail, and neither party will have the right to
commence any Arbitration hearing until such vvritten notice is given. The party alleged lo have breached
this Agreement will have swfythirty days from receipi of the writien notice lo correct the alleged breach. If
the alleged breach is not corrected within the stxtvthirt\: day period, then either part)' will have the right to
request Arbitration as provided herein lo determine their rights under this Agreement.
12.3
Limitation of Acfions; Waiver of Claims. ANY AND ALL CLAIMS AND ACTIONS,
BROUGHT BY ANY PERSON OR PARTY, ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE RELATIONSHIP OF MATCO AND DISTRIBUTOR, THE OFFER OR
SALE OF THE FRANCHISE AND DISTRIBUTION RIGHTS CONTAINED IN THIS
AGREEMENT, OR DISTRIBUTOR'S OPERATION OF THE DISTRIBUTORSHIP, INCLUDING
ANY ARBITRATION PROCEEDING, OR ANY CLAIM IN ARBITRATION (INCLUDING ANY
Mateo 2'..':'92!).ly Distributorship Agreemeni
PK M2^23775.3
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DEFENSES AND ANY CLAIMS OF SET-OFF OR RECOUPMENT), MUST BE BROUGHT OR
ASSERTED BEFORE THE EXPIRATION OF THE EARLIER OF (A) THE TIME PERIOD FOR
BRINGING AN ACTION UNDER ANY APPLICABLE STATE OR FEDERAL STATUTE OF
LIMITATIONS; (B) ONE (1) YEAR AFTER THE DATE UPON WHICH A PARTY
DISCOVERED, OR SHOULD HAVE DISCOVERED, THE FACTS GIVING RISE TO AN
ALLEGED CLAIM; OR (C) EIGHTEEN (18) MONTHS AFTER THE FIRST ACT OR OMISSION
GIVING RISE TO AN ALLEGED CLAIM; OR IT IS EXPRESSLY ACKNOWLEDGED AND
AGREED BY ALL PARTIES THAT SUCH CLAIMS OR ACTIONS SHALL BE IRREVOCABLY
BARRED. CLAIMS OF THE PARTIES FOR INDEMNIFICATION SHALL BE SUBJECT ONLY
TO THE APPLICABLE STATE OR FEDERAL STATUTE OF LIMITATIONS.
12.4 Powers of Arbitrator. The authority of the arbitrator will be limited to making a finding,
judgment, decision and award relating to the interpretation of or adherence to the written provisions of this
Agreemeni. The Federal Rules of Evidence (the "Rules") will apply to all Arbitration hearings and the
introduction of all evidence, testimony, records, affidavits, documents and memoranda in any Arbitration
hearing must comply in all respects with the Rules and the legal precedents interpreting the Rules. Both
parties will have the absolute right to cross-examine any person who testifies against them or in favor of the
other party. The arbitrator has the right to award, or include in his or her award, any relief vvhich he or she
deems proper in the circumstances, including, without limitation, money damages (with inierest on unpaid
amounis from the date due), specific performance, injunctive relief, and attomeys' fees and costs, provided
that the arbitrator may not declare any Mark generic or otherwise invalid and, excepi as Section 12.7 below
otherwise provides, Malco and Distributor (and Distributor's owners, if Distributor is not a sole
proprietorship) waive any right to or claim for any exemplar)' or punitive damages. The arbitrator will
have no authority to add to, delete or modify' the terms and provisions of this Agreement. All findings,
judgments, decisions and awards of the arbitrator will be limited to the dispute or controversy set forth in
the written demand for Arbitration, and the arbitrator will have no authorit)' to decide any olher issues. The
arbitrator will not have the right or authority to award punitive damages lo Malco or the Distributor or their
officers. Directors, shareholders, parmers or personal guarantors (as applicable). Allfindings,judgments,
decisions and awards by the arbitrator will be in writing, will be made within ninety days after the
Arbitration hearing has been completed, and will be final and binding on Malco, the Distributor and the
Distributor's officers. Directors, shareholders and personal guarantors. Notwithstanding Section 12.9, the
written decision of the arbitrator vvill be deemed to be an order, judgmeni and decree and may be entered as
such in any Court of competent jurisdiction by either party in any jurisdiction.
12.5 Disputes not Subiect to Arbitration. The following disputes and controversies between the
Distributor and Malco will not be subject to Arbitration: any dispute or controversy involving the Marks or
which arises under or as a result of Article 7 of this Agreement, any dispute or controversy involving
immediate termination of this Agreement by Mateo pursuant to Section 11.4 this Agreement, and any
dispute or controversy involving enforcement of the covenants not lo compete contained in this Agreement.
12.6 No Collateral Estoppel or Class Actions. All Arbitrationfindingsand awards expressly made by
the arbitrator will be final and binding on Malco, the Distributor and the Distributor's Spouse, officers,
Direciors, shareholders, and personal guarantors. The arbitrator's findings and awards may not be used to
collaterally estop Malco, the Distributor or any other party from raising any like or similar issue, claim or
defense in any other or subsequent Arbitration, litigation, court hearing or other proceeding involving third
parties or olher Distributors. No party excepi Malco, the Distributor and their officers, Directors,
shareholders. Spouse, and personal guarantors (as applicable) will have the right to join in or become a
part)' to any Arbitration proceeding arising under this Agreement, and therefore, the arbitrator will not be
authorized to permit class actions (as defined in the Federal Rules of Civil Procedure) or lo permit any
person or entity that is not a part)' lo this Agreement to be involved in or lo participate in any Arbitration
hearings conducted pursuant to this Agreement.
Malco 2i4i92avy Distributorship .Agreement
PK ?-i2^.42377?.3
PagC 16
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12.7
Limitation of Damages. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR PUNITIVE, EXEMPLARY,
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF FUTURE PROFITS, ARISING OUT OF ANY CAUSE
WHATSOEVER, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, AND
AGREES THAT IN THE EVENT OF A DISPUTE, THE RECOVERY OF EITHER PARTY WILL
BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.
12.8
Waiver of Jurv Trials. EXCEPT WHERE SPECIFICALLY PROHIBITED BY STATE
LAW, IF ANY DISPUTE IS NOT SUBJECT TO ARBITRATION UNDER THIS AGREEMENT,
THEN EACH OF THE PARTIES AGREES THAT THE TRIAL OF ANY LEGAL ACTION
ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES WILL BE
HEARD AND DETERMINED BY A JUDGE WHO WILL SIT WITHOUT A JURY. THE
PARTIES ACKNOWLEDGE THAT THEY HAVE OBTAINED INDEPENDENT LEGAL ADVICE
AS TO THE EFFECT OF THIS JURY WAIVER PROVISION, AND FURTHER
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE EFFECT OF THIS
JURY WAIVER PROVISION. EITHER PARTY MAY FILE AN ORIGINAL OR COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT BY THE
PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
12.9 Venue and Jurisdiction. All Arbitration hearings must and wdll lake place exclusively in Summit
Qr_Cuyaho_ga_Count)', Ohio. All court hearings, mediation hearings or other hearings initiated by either
part)' against the olher party must and will be venued exclusively in Summit orûyahoga_Count)', Ohio.
Malco and the Distributor, and where applicable their officers, directors and personal guarantors, do hereby
agree and submit to personal jurisdiction intiw-Summitor„CuyaliQga.County, Ohio in connection with any
Arbitration hearings, court hearings or other hearings, including any lawsuit challenging the arbitration
provisions of this Agreement or the decision of the arbitrator, and do hereby waive any rights to contest
venue and jurisdiction in the-Summit orXiiyahoga.County, Ohio and any claims that venue and jurisdiction
are invalid. In the event the law of the jurisdictions in which Distributor operates the Distributorship
require that arbitration proceedings be conducted in that state, the Arbitration hearings under this
Agreement shall be conducted in the state in which the principal office of the Distribulorship is localed, and
in the cit)' closest to the Distributorship in which the American Arbitration Association has an office.
Notwithstanding this Article, any actions brought by either part)' to enforce the decision of the arbitrator
may be venued in any court of competent jurisdiction.
12.10 Iniunctive Relief. Noihing herein contained shall bar Malco's or Distributor's right to obiain
injunctive relief against threatened conduct that will cause it loss or damages, under the usual equit)' mles,
including the applicable mles for obtaining restraining orders and preliminary injunctions.
12.11 Severabilitv. It is the desire and intent of the parties lo this Agreement that the provisions of this
Article be enforced lo the ftillesl extent permissible under the laws and public policy applied in each jurisdiction in which enforcement is sought. Accordingly, if any part of this Article is adjudicated to be invalid
or unenforceable, then this Article will be deemed amended to delete that portion thus adjudicated to be
invalid or unenforceable, such deletion to apply only with respect lo the operaiion of this Article in the
particular jurisdiction in which the adjudication is made. Further, to the extent any provision of this Article
is deemed unenforceable by virtue of its scope, the parties to this Agreement agree that the same will,
nevertheless be enforceable to the fiillest extent permissible under the laws and public policies applied in
such jurisdiction where enforcement is sought, and the scope in such a case will be determined by
Arbitration as provided herein.
Mateo 2i-m2iy\i> Di.Hiribulorsliip Agreement
PK ?-I2*;T('>23775.3
PagC 17
;:a.-;.7.(>93:2;2:iO
ARTICLE 13
MISCELLANEOUS
13.1
Waiver. The failure of Malco lo enforce at any time any provision of this Agreement will in no
way affect the validit)' or aet as a waiver of this AgreemenL or any part, or the right of Mateo thereafter to
enforce it. The Distributor acknowledges that Malco operates a large and diverse distribulorship network
and that Malco is not obligated to enforce each distributorship agreement in a uniform manner with respect
to the other distributors.
13.2
Notices. Any notice required under this Agreement will be deemed to have been duly given if it is
addressed to the part)' entitled to receive it at the address set forth on the cover page of this Agreement and
it is personally served on the part)', is sent by pre-paid United States certified mail, retum receipt requested,
or is sent by a recognized ovemight carrier (Federal Express, UPS, Purolalor) that requires a signature acknowledging deliver)'.
13.3 Governing Law. This Agreement will be govemed by and constmed in accordance wdth the laws
of the State of Ohio, and the substantive law of Ohio will govem the rights and obligations of and the relationship between the parties.
13.4
Severability. If any term or provision of this Agreement is determined lo be void, invalid, or
unenforceable, such provision will automatically be voided and will not be part of this Agreement, but the
enforceability or validity of the remainder of this Agreement will not be affected thereby.
13.5 Entire Agreement. This Agreement, including all exhibits and addenda, supersedes all prior
verbal and written agreements between the parties. Subject lo our right lo modify the Manual and the
Business System standards, no change, amendment or modification to this Agreement will be effective
unless made in writing and signed by both the Distributor and an officer of Matco.
13.6
Definitions. For purposes of this Agreement, the following words will have the following
definitions:
(A)
"Abandon" will mean the conduct of the Distributor, including acts of omission as well as
commission, indicating the willingness, desire or intent of the Distributor to discontinue operating
the Distributorship in accordance with the Business System and the standards and requirements set
forth in the Manual and this .Agreement.
(B)
"Customer" will mean, at any time during the Term of this Agreement, or upon
lerminaiion, a person or business lhat has purchased Products from the Distributor wdthin the
immediately preceding twelve-month period.
(C)
"Malco Tmck" will mean the tmck used by the Distributor solely in connection with the
operation of his Distributorship. The Malco Tmck will at all times during the Term of this
Agreement comply with all of Malco's standards and requirements as lo color, size, engine size,
storage capacity, graphics, on-board technology and design.
(D)
"New Distributor Starter Inventor)" will mean the initial inventor)' of Malco Producis
required to be purchased by the Distributor.
(E)
"Operator' vvill mean the individual engaged or employed by the Distributor for purposes
of operating the Distribulorship under the terms of any program authorized by Malco to permit the
hiring, by a Dislribulor, of another person to operate an additional tmck for the Distributorship.
Malco Ikiimim Distributorship .Agreement
PK -5*2^ ';23775.3
Page
18
''^^-''^^:29DM
(F)
"Potential Customer" will mean an individual who works at a business identified on the
Potential Customer List to whom the Distributor intends to offer Products.
ARTICLE 14
REPRESENTATIONS BY THE DISTRIBUTOR
14.1
Receipt of Completed Agreement and Disclosure Documents. The Distributor acknowledges
that he received Mateo's Franchise Disclosure Document at least 14 calendar days prior to the date this
Agreement was signed by him, and that he signed the acknowledgement of receipt attached to the Franchise
Disclosure Document.
14.2
Investigation bv Distributor. The Distributor acknowledges that he: has read this Agreement in
its entirety; has had full and adequate opportunit)' to discuss the lerms and conditions of this Agreement
with legal counsel or other advisors of the Distributor's own choosing; has had ample opportunit)' lo
investigate the Malco Business Sysiem; has had ample opportunit)' to consult with current Mateo
distributors; and has had all questions relating to the Distributorship, including those of any advisor,
answered to the Distributor's satisfaction.
14.3
Truth and Accuracy of Representations. The Distributor and its Spouse represent and warrant to
Mateo that (a) all statements, documents, materials, and information, including the application, submitted
by the Dislribulor or its Spouse to Malco are lme, correct, and complete in all material respects; and (b)
neither the Distributor nor its Spouse, nor any of its or theirftmdingsources, is or has ever been a terrorist
or suspected terrorist, or a person or entiiy described in Section I of U.S. Executive Order 13244, issued
September 23, 2001, as such persons and enlitlescntities are ftirther described at the Intemet website
www.ustreas.gov/offices/enforcement/ofac. The Distributor agrees lo promptly advise Mateo of any
material change in the information or statements submitted to Malco. The Disttibutor acknowledges and
understands that Mateo has entered into this Agreement in reliance on the statements and information
submitted to Malco by the Distributor and ils Spouse, and that any material breach or inaccuracy is grounds
for Malco's terminaiion of this Agreement.
14.4
No Representations. Except as may be disclosed in Malco's Franchise Disclosure Document, the
Distributor has not received from either Malco, or anyone acting on behalf of Malco, any representation of
the Distributor's potential sales, income, profit, or loss which may be derived from the Distributorship.
The Distributor understands that Malco will not be bound by any unauthorized representations, including
those made by other Mateo distributors or by lending institutions based on information given lo them lo
assist in their evaluation of Malco's business opportunity.
14.5
No Warrantv of Success. The Distributor understands that Malco makes no express or implied
warranties or representations that the Dislribulor vvill achieve any degree offinancialor business success in
the operation of the Distributorship. While Mateo will provide the Dislribulor with training, advice,
consultation, and a list of potential cusiomers, success in the operaiion of the Distributorship depends
ultimately on the Distributor's efforts and abilities and on other factors beyond Malco's control, including,
but not limited to, economic conditions and competition.
Mateo iumilim Distribulorship .Agreement
PK •?42>;.*',23775.3
PagC 19
ihy^:m?l291]0
IN WITNESS WHEREOF, the parties hereto have caused this Agreement lo be signed on the date set
forth above. The Distributor ftirther acknowledges that this Agreemeni will become effective and binding
only upon acceptance and execution by Mateo in the State of Ohio.
DISTRIBUTOR:
NMTC, INC d^/a MATCO TOOLS
By:
Name:
Titie:
Date:
By:
Name:
Titie:
Date:
DISTRIBUTOR'S SPOUSE:
Bv:
Name:
Titie: _
Date:
Mateo îxmom Distributorship Agreemeni
PK M2Mi23275.3
PagC 20
(î-^-(my2^0
APPENDIX D
EXHIBIT A
MATCO TOOLS
LIST OF CALLS AND POTENTIAL CUSTOMER LIST
(See attached form)
Mateo
Distribulorship Agreemeni
PK 542f4v*i23775.3
>ii^T^2d2^D
APPENDIX D
EXHIBIT B
[RESERVED!
Malco 2iftlP20,IQ Distribulorahip .Agreement
PK ?-i2?;.ri237.7?.3
^^'^-î^9^12!M
NMTC, Inc.
d/h/a Mateo Tools
APPENDK D
EXHIBrr C
INSTALLMENT PROMISSORY NOTE
Miami, FL
(Debtor's City and State)
72,000.00
(Principal Amount)
,
2009
FOR VALUE RECEIVED, the undersigned promises to pay without defalcation or set off to the order of NMTC. Inc. d-Va
MATCO TOOLS, a Delaware Corporation ("MATCO"), located at 4403 Allen Road, Stow, Ohio 44224, in lawful money of
the United Slates of America, the amounl of
Sexêniy-Two Thousand and 00/100
together with interest thereon at an annual rate of
Eight Point Twenty-Five
successive unpaid balances of said principal amount in
installmenis of
Two Hundred Three and 76/100
. On
,
Percent (
Five Hundred Twenty
Dollars ($
203.76
Dollars ($
(
520
72.000.00
S.25
),
%) on the
) successive weekly
), commencing on
, the entire remaining principal balance, plus any accrued and unpaid
interest will be due and payable.
Interest at the rate specified herein shall continue to accrue and shall be payable lo the holder hereof on any overdue and
unpaid balances of the principal amoum or installments thereof until such overdue amounts are paid in full, whether at or after
the mamrity hereof The undersigned shall have the right lo prepay the entire principal amount plus inieresi then accrued
thereon at any time without notice or penalty.
The undersigned shall be in default under this Note upon the happening of anv of the following evenls or conditions:
(a) Any installment of principal or interest on this Note is not paid when due or upon demand as aforesaid:
(b) The failure of the undersigned to pay its debts as they mature, or the occurrence of any event which results in the
acceleration of the maturity of the indebtedness of the undersigned to others under any indenture, agreement, or
undertaking;
(c) The cancellation of or default bv the undersigned under that certain Distributorship Agreement, between Mateo and
the undersigned or any other agreement, note, lease, or contract between the undersigned and Mateo or any
subsidiary or affiliate of Mateo, or the failure ofthe undersigned to perform anv other obligation of the undersigned to
subsidiary or affiliate of Mateo;
(d) The dissolution, tennination of existence, insolvency, business failure appointment ofa receiver of any part of the property
of, assignmeni for the benefit of creditors by, or the commencement of any proceedings under any bankmptcy or
insolvency laws by or againsi. the undersigned or any guarantor of surely for the undersigned.
(e) The failure of the undersigned to have this note fully collateralized at all times.
Upon default hereunder, the entire principal amount unpaid hereon, with interest then accmed, shall, al the option of any holder
hereof, at once become due and payable without demand, or notice, demand and notice being hereby expressly waived, and such
amounts of principal thereby declared to be due and payable shall thereafter continue to bear interest at the rate specified herein
until all such amounts of principal plus interest accmed hereunder shail have been paid in full. Payments made hereon shall first
he applied to payment of inierest then accrued and then lo the pnncipal amount which remains unpaid.
The makers, endorsers and all guaraniors of this Note jointly and severally waive demand, protest, prescntmeni. notice of protest
and non-pavTiient or dishonor, and also waive any and all defenses on the grounds of any extensions or partial payments which
may be granted or accepied by the holder before or after mamrity of this Note or any installment hereof Any rights or remedies
conferred herein or by law upon any holder shall be cuinulaiive and not exclusive and may be exercised at the option of the
holder, either concurrently or consecutively.
Should legal aciion or an attomey ai law be utilized to collect any amount due hereunder, the undersigned promises to pay all
costs of collection. Including reasonable attomey's fees, incurred by Mateo, any agent of Mateo or afBliates thereof, or any other
holder.
The undersigned, if more than one. shall be jointly and severally liable hereon. This note is govemed by Ohio law.
WITNESS:
Debtor:
Debtor:
Debtor's Address:
(Street)
(City)
(State)
(Zip)
IN CONSIDERATION OF ONE DOLLAR, receipt of which is acknowledged, and of the credit given or discount, loan or
extension of time made by or upon the within note, the undersigned (if more thao one jointly and severally) hereby
unconditionally guarantee to the holder the payment thereof whenever due, in whole or in part, agree that no release of security
therefor shall impair or be a defense to this guaranty and hereby consent that from time to time, without notice to the undersigned,
payment of said note be extended in whole or part. The signature or signatures of the undersigned hereto is or are intended as an
endorsement of the within instrument as will as the execution of the foregoing guaranty by each of the undersigned, who hereby
respectively waive presentment, demand or payment, protest, and notice of non-payment and of protest.
FOKM KR.ANIX>C-IPN-Revised 12 06
SECURITY AGREEMENT
APPENDDC D
EXHIBIT D
S E C U R I T Y . A G R E E M E N T between N M T C , INC. d/b/a M A T C O TOOLS a Delawair Corporation, with an Office at 4403 Allen Road,
Stow, Ohio 44224, ("Secured Party") and
City o f
of
County of
State o f
("Debtor").
1. C R E A T I O N O F S E C U R I T Y INTEREST. In consideration of Secured Party extending credit and/or fmancing facilities to Debtor, Debtor
hereby grants to Secured Party a security interest in the Collateral described in Section 2 to secure all Debtor's present and future debts,
obligations and liabilities o f whatever nature accruing under the Mateo Tools Distributorship Agreement signed by the parties on
,
, if any, any note or notes of Debtor, direct or indirect, absolute or contingent, due or
to become due, whether now ejtisting or hereafter arising, together with applicable interest thereon ("Obligations"), to Secured Party. This
Agreement shall not be rendered void by the fact that as of any particular date there are no outstanding secured obligations, and no commitment
by Secured Party to make advances. If at such time additional future advances are contemplated by the parties hereto, or any o f them, this
Agreement shall, i f otherwise valid, continue in force and effect, insofar as concems, and stand as security for, any indebtedness, liabilities and
obligations o f Debtor to Secured Party, incurred as arising prior to the filing of record of a tennination statement with respect hereto, as
required by law. Debtor hereby instructs the Secured Party not to file a termination statement until requested to do so by Debtor in writing.
2. C O L L A T E R A L . The collateral subject to this Security Agreement ("the Collateral") is Debtor's inventory of all tools, and equipment,
including attachments, accessories, and replacement parts therefore, now owned or hereafter acquired by Debtor, atl products derived there
from, and all cash and non-cash proceeds, notes, instrumCTts, chattel paper, contract rights, general intangibles and accounts receivable together
with all proceeds arising there from, wheiher as a result of the sale exchange, collection or other disposition of any of the Collateral, or
otherwise. The Collateral is more specifically described in Debtor's purchase orders, invoices, periodic inventories, and books and records o f
account, as and when executed, which are by reference made a part hereof
3. D E B T O R ' S W A R R A N T I E S A N D C O V E N A N T S . Debtor covenants and warrants:
(a) Ownership-exc^t for the security interest hereby panted. Debtor has, or in acquisition will have, full fee simple title to the Collateral,
free of any adverse encumbrances, liens, or security inta-ests, and that Debtor will defend the Collateral against all claims and demands o f
all persons at any time claiming the same or any interest therein.
(b) Location o f Collateral-the Collateral will be kept at the address(es) of Debtor shown herein.
(c) Change o f Addresses-Debtor shall immediately advise Secured Party in writing of any change or discontinuance in any o f such
address(es).
(d) No OthCT Financing Slatement-which no otho- Financing Statement covering any of the Collateral is on file in any public office, with
the exception ofthe following lien by
none
but
Mateo
.
(e) Maintenance of Collatcral-that Debtor shall maintain the Collateral in good condition and repair and not pennit its value to be impaired;
keep it free from all liens, encumbrances, and security interests (other than Secured Party's security interests); defend it against all claims
and legal proceedings by persons other than Secured Party; pay and discharge when due all taxes, license fees, levies, and other charges
upon it; not .sell, lease, or otherwise dispose of it or permit it to become an accession to other goods except in the ordinary course of
business, or as specifically auihorized in writing by Secured Party; not pennit it to be, used in violation o f any applicable law, regulation, or
policy o f insurance. Loss of or damage to the collateral shall not release Debtor from any of the O B L I G A T I O N S .
(f) Insurance of Collateral-thai Debtor will have and maintain insurance at all times with respect to all Collateral against risks of
tlre<included extended coverage), theft and other casualty, with reputable insurance companies; such insurance to be payable to Secured
Party and Debtor as their interests may appear.
(g) Proceeds of Notes-in the event that any of the Collateral is being or shall be acquired with the proceeds disbursed by Secured Party of a
note or notes. Debtor shall use such proceeds soMy for acquisition of Collateral and shall not mingle such proceeds with Debtors other
assets nor divert such proceeds for any other purpose whatever.
4. F I N A N C I N G S T A T E M E N T . At the request of the Secured Party, IX-btor will join in executing, or will execute, all necessary financing
statements and any other dtKuments deeme<l necessary by Secured Party and pay the cost of filing such statements or othei' documents.
5. P E R S O N S B O U N D . This Agreement benefils Secured Party, its successors and assigns, and binds the Debtor(s) and their respective heirs,
personal representatives, successors, and as,';igns.
6. PAYMENT. Payment for all OBLIGATIONS shall be made in accordance with the terms of the Agreement under which they accrued,
interest on all OBLIGATIONS shall accrue from the dale the OBLIGATION was incurred until payment in full by Debtor at theratepublished
by Secured Party from time to time.
7. POSSESSION OF COLLATERAL. Until default Debtor may have possession of the Collateral and use or sell it in the ordinary course of
Debtor's business, in any lawful manner not inconsistent with this Agreement.
8. INSPECTION OF COLLATERAL. Secured Party is authorized to examine and inspect the Collalwal wherever located at any reasonable
time or times, and Debtor shall assist Secured Party in making such inspection.
9. REQUIRED REPORTS. Debtor will provide necessary business reports as requested by Secured Party field and/or Corporate Management.
10. MAINTENANCE OF SECURITY INTEREST. Debtor shall pay all expenses and. upon request, take any aciion reasonably deaned
advisable by Secured Party to preserve the Collateral or to establish, detennine priority of, perfect, continue perfected, terminate, or enforce
Secured Party's interest in it or rights under this Agreement.
11. AUTHORITY OF SECURED PARTY TO PERFORM FOR DEBTOR. If Debtor breaches or fails to perfonn, as when required, any
provision of this Agreement or the OBLIGATIONS, Secured Party is authorized, in Debtor's name or otherwise, to take any such action
including without limitation signing Debtor's name or paying any amount so required, and the cost shall be one of the OBLIGATIONS secured
by this Agreement and shall be payable by Debtor upon demand with interest from the date of payment by Secured Party at Secured Party. At
theratepublished from time to time by Secured Party.
12. DEFAULT. Debtor shall be in default under diis agreement upon the happening of any of the following events or conditions:
(a) Default in the payment or performance of any obligation, covenant, liability and/or the OBLIGATIONS contained or referred to herein
or in anv note evidencing the same;
(b) Any warranty, representafion or statement made or ftimished to Secured Party by or on txrhalf of Debtor proves to have been false in any
material respect when made or furnished;
(c) Any event which results in the acceleration of the maturity of the indebtedness of Debtor to oihers under any indenture, agreement or
undertaking;
(d) Loss, theft, damage, destruction, sale except in the ordinary course of business, or encumbrance to or of any of the CoHateral, or the
making of any levy, seizure or attachment thereof or thereon;
(e) Death, dissolufion. termination of existence, insolvency, business failure, appointment of a receiver of any part of fhe property of,
assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against.
Debtor or any guarantor or surety for Debtor.
(f) The failure of the undersigned to have this note fully collateralized at all times.
13. DEBTOR'S DEFAULT. Upon default hereunder or cancellation of the Mateo Tools Distributorship Agreement between the parties, if any,
or default by Debtor under said Agreement, all the OBLIGATIONS shall at the option of the Secured Party and without any nofice or demand,
become immediately due and payable; and Secured Party shall have all rights and remedies for default provided by the Unifonn Commercial
Code, as enacted in the State of Ohio, as well as any other applicable law. With respect to suchrightsand rranedies;
(a) Assembling Collateral-Secured Party may require Debtor to assanble the Collateral and to make it available to Secured Party at any
convenient place designed by Secured Party.
(b) Nofice of Disposition- Written notice, when required by law, sent to any address of Debtor in this Agreement al least ten calendar days
(counfing the day of the sending) before the date of a proposed disposition of the Collateral is reasonable nofice.
(c) Expenses and Application Proceeds-Debtor shall reimburse Secured Party for any expense incurred by Secured Party in protecfing or
enforcing its rights under this Agreement, including without limitation reasonable attorneys' fees and legal expen.ses and all expenses of
taking possession, holding, preparing for disposition, and disposing of the Collateral. After deducfion of such expenses. Secured Party may
apply the proceeds of disposition to the OBLIGATIONS in such order and amounts as it elects.
(d) Waiver-Secured Party may permit Debtor to remedy any default without waiving the default so remedied, and Secured Party may waive
any default without waiving any other subsequent or prior default by Debtor, or the same default at a later date.
14. NON-LIABILITY OF SECURED PARTY. Secured Party has no duty to protect or dispose ofthe Collateral. Debtor releases Secured Party
from any liability for any act or omission relafing to the OBLIGATIONS, the Collateral, of this Agreement; except Secured Party's willful
misconduct.
15. DE.ALERSHIP AGRLEMENT. The tcmis ofthe current Mateo Tools Distribulorship .Agreement between the parties, if any, are hereby
incorporated by reference and shall be part of this Security Agreement unless otherwise provided. No provisions herein shall amend the .Mateo
Tools Distributorship Agreemenf or guarantee its continuance or renewal; and. likewise, no term therein shaW be deemed to modity or amend
the terms hereof. In the ca.se ofany conflict or ambiguity between the tenns of the Mateo Tools Distributorship Agreement and this Agreement,
the tenn.'! of this Agreement shall control.
2
16. M I S C E L L A N E O U S . This Security Agreement shall be govemed by the Uniform Commercial Code and other applicable laws o f the State
of Ohio, other than the law on conflicts o f law of such State. The terms of this Agreement arc severable; in the event one or more tenns hereof
arc finally declared by law or by any coun of competent jurisdiction to be legally void, unenforceable, unconscionable or illegal, the remainder
of this Agreement shall continue to be valid and shall be interpreted and enforced as if ihe offending term had not appeared herein. This
Agreement, together with any document containing terms incorporated herein or referred to hereby, shall constitute the entire Agreement
between Debtor and Secured Party as to the subject matter hereof This Agreement shall become etfective when signed by the Debtor. Secured
Party may sell or assign this Agreement to any person or corporalion without prior notice to or consent of Debtor, and Debtor agrees to perform
under this Agreement for the benefit of such purchaser or assignee fi-om Secured Party to the same extent as for Secured Party.
M A T C O TOOLS
Signed by Debtor on
. _____
BY
(Name & Title)
Richard Smearcheck
Director, Financial Services
Debtor
Debtor
Witness
Witness
A l l additiona! addresses of Debtor at which Collateral will be kept are:
Street;
Sireet:
City:
City:
County:
County:
Slate:
State:
ASSIGNMENT
For value received, the undersigned Security Party hereby assigns ihis Security Agreement to
hereafter called
"Assignee", its successors and assigns and hereby transfers title to the propeny described in said Securiiy Agreement to said Assignee, and
warrants that the facts set forth in the Security Agreement are true, that said property is free of all liens and encumbrances of whatever nature or
kind e.xcept the lien and encumbrance created by this Security Agreanent; that said Security Agreement is genuine and in ali things what it
purports to be and lhat the undersigned has title to said property and has a right to transfer title thereto; that the property described in said
Securiiy Agreement was sold to the Debtor in a bona fide time sale transaction; that all parties to the Security Agreement had capacity to
contract; that none of the parties thereto is a minor; and that ihe undersigned has no knowledge of any fact which impairs the validity of said
Security Agreement or renders il less valuable or valueless. If any of the warranties herein contained arc untrue, the undersigned will purcha.sc
on demand this Securiiy Agreement for the balance remaining unpaid thereon.
This
day of
, 20
By
Tiiic
APPENDIX D
EXHIBrr E
MATCO TOOLS
DISTRIBUTOR'S PURCHASE-SECURITY AGREEMENT
CREDIT ASSIGNMENT AGREEiMENT
THIS AGREEMENT, made and entered into at Stow, Ohio, this
day of
by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delaware Corporation (herein referred to as "Assignee"), and
of
(herein
referred to as "Distributor").
WITNESSETH, That
WHEREAS, Distributor is and has been serving as an independent distributor for NMTC, Inc. d/b/a MATCO TOOLS, herein
referred lo as MATCO TOOLS, engaging in the solicitation for sale and sale of MATCO tools and related equipment to
professional mechrmics; and
WHEREAS, Assignee is willing to provide financing for certain of such purchases, pro\nded Distributor agrees to and
complies with the terms and conditions contained in this Aareement;
NOW, THEREFORE, the parties hereto agree as follows:
1. From time to time after the date hereof. Distributor shall present to Assignee for purchase executed credit
documents and related materials, in form and substance satisfactory to Assignee, providing for the assignment
to Assignee of rights to collection of amoimts payable representing the time purchase balance due in
connection with the sale by Distributor of tools, equipment and/or related products purchased from M.ATCO
TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee
whether or not to purchase the same, and nothing herein shall be construed as imposing any obligation upon
Assignee to make any purchases from Distributor.
2. The purchase price to be paid to the Distributor by Assignee for credit documents accepted for assignment
shall be deiermined by Assignee in its sole discretion, such price will be adjusted periodically and never be
less than eighty-five percent (85%) of the net cash price (principal amoimt of purchase included in the credit
document being accepted by Assignee not including amounts previously assigned) thereof unless otherwise
specified by MAI CO T(X)LS. Upon acceptance of any such documents, payment shall be effected by
Assignee arranging for immediate credit against Distributor's purchase account with MATCO (amounts due
MATCO in the ordinar>' course of business, exclusive of amounts outstanding under notes or other credit
documents provided under other debt agreements between Distributor and MATCO) and a confirming
document will be forwarded to Distributor.
3. Distributor hereby warrants and represents to and agrees with Assignee as follows:
(a) AU credil documents presented to Assignee for assigmnenl hereunder shall be tull, correct, complete
and genuine, and shall be fully and properly executed, shall accurately and truthfully descnbe the
daie(s) of purchase, items purchased and purchase price(s) charged and shall not have been oftered
previously to any olher financial inslimtion or other eniiiy for purchase or as collateral against
advances;
(b) All credit doctimenls presented to Assignee for assignment hereunder shall relate to and arise firom
the sale of MATCO TOOLS, equipment and/or related products sold and to be utilized primarily for
the Commercial conduct of trade or business of the customer executing such document and in no
event shall any such credil documents have arisen from or relate to any sales of products for
primarily personal family or hou.sehold purposes, or sales of producis marketed by any entity other
than MATCO;
(c) Without prior written consent of the Assignee, Distributor shall in no event nor at anytime prior to
or after a sale of products, modify the lerms of any instrument purchased by Assignee;
(d) Distributor shall at all times, as an independent contractor, operate in his own name and be solely
answerable for the costs and expenses, consequences and damages arising out of the conduct of his
business as a distributor for MATCO;
(e) Distributor shall at ail times comply with the procedures from time to time established by Assignee
with respect to credit limits, handling of credit documents and other activities related to fmancing of
sales of MATCO products as contemplated hereunder;
(0 The Distributor may elect to assist Assignee in making repossessions if and when requested to do .so
by Assignee provided repossession can be effected withoui Breach of Peace;
(g) It is mutually agreed that, upon Assignee's request to make a particular repossession and upon
Distributor's election to assist in such repossession, Distributor shall purchase the repossessed
merchandise from Assignee. The purchase price of the repossessed product(s) shall be determined
by the Fair Market Value established pursuant to MATCO's Repossession Policy, as same may be
revised from time to time, and such purchase by the Distributor shall be subject to the Policy's terms
and conditions.
(h) Distributor agrees that upon tennination or suspension of this Agreement to accept reassignment by
Assignee to Distributor of any and all contracts previously purchased during the ninety (90) day
period immediately prior to termination of this Agreement. Distributor hereby agrees to accept such
assignment withoui set-off or deduction and authorizes Assignee to debit Distributor's purchase
account in an amount equal to die amounts due on the reassigned documents;
In the event that a replacement Distributor, who agrees fo service the above referenced accounts, is
available, then MATCO will offer to re-purchase such serviced accounts at the principle value then
outstanding. MATCO will make a good faith effort to locate a Distributor to service any reassigned
accounts per the conditions of this paragraph with the intention to repurchase such accounts;
(i) Distributor agrees thai at such time thai he is no longer acting as an independent Distributor for
MATCO TOOLS to assist in the orderly transfer of accounts not subject to the conditions of
paragraph (i) to Assignee, and to assist in the verification of all outstanding balances of assigned
accounts prior to settlement of all accounts with MATCO TOOLS;
(j) Distributor agrees to collect and remit to Assignee amounts payable representing the time purchase
balance due in connection with the sale by Distributor of tools, equipment and/or related products
purchased from MATCO TOOLS and fmanced pursuant to this Agreement; and
(k) Disuibulor agrees to service all MATCO TOOLS P.S.A. Accounts existing within his Exclusive
List Of Calls and Potential Customer List whether the original contract was written by Distributor or
not.
4. Upon acceptance ofthe credit documents hereunder. Assignee hereby relea,ses Distributor from all liability for
said credit documents excepi as provided in Paragraph 3; subjeci, however, to the following terms and
conditions:
(a) Upon failure by Distributor to remit payments or other funds collected on behalf of Assignee,
pursuant to Paragraph 3 (d) above. Distributor hereby authorizes .Assignee and MATCO to debit
Distributor's Purchase Account with MATCO in an amounl or amounts equal to the sums collected
but not remitlcd. In addition, .MATCO may charge Distributor an adminisiraiive fee (currently set at
S25 per occurrence, per contract) for delinquent, insufTiciem payments or inaccurale reporting as
consideration for MATCO's lime and efibrts in collecting monies, additional correspondence with
you. credil bureaus and oihers, and administrative time and costs to correct data. .Any amounts not
remitted by Distributor within 10 days of their collection shall be deemed funds not promptly
remitted and subject to this provision;
(b) Any documents, notes, agreements or other contracts assigned by Distributor to Assignee pursuant
to this Agreement which are later shown or alleged to be, in whole or in part, altered, amended,
modified, forged, or not genuine, accurate, or in compliance with the terms of this Agreemeni in any
respect, shall be immediately reassigned by Assignee lo Distributor and upon such reassignment
Distributor hereby agrees to accept such assignment and immediately, without set-off or deduction
of any kind, agrees to pay Assignee the full amount of any principal balance then outstanding
thereon plus interest, and other charges accrued thereon to the date of such reassignment. Upon
failure by Distributor to pay Assignee as stated above upon any reassignment of documents within
10 da^-s of the date of reassignment, Distributor hereby authorizes Assignee and MATCO to debit
Distributor's Purchase Account in an amoimt equal to the amounts due on the reassigned documents.
This Paragraph (b) shall not apply in the case when Assignee has, by its own action, or with its
written consent, been a party to an amendment or modification ofany document, note, agreement or
other contract; and
(c) Distributor shall not, without prior written conseni of Assignee, release any security interest in
goods subject to documents assigned to Assignee hereimder, modify or substitute collateral
specified in any such documents, consent to or accept retum ofany goods or collateral subject to or
covered by any of the assigned documents or effect repossession of any such goods or collateral.
Any of the foregoing actions on the part of Dislribulor, without the written consent of Assignee,
shall be deemed to be an alteration ofthe documents pursuant of Paragraph 4 (b) above.
5. In the event Distributor desires to include portions or all of an unpaid balance owing to Distributor by a
particular customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to
this Agreement, such a proposal will be considered, provided the total net cash price of new purchases will
equal or exceed minimum amounts as may be required under the policies of the Assignee. If Distributor
desires to make such a proposal, he shall do so in writing, including therewith a completed credit application,
as may be required by the Assignee, on the customer and a copy of the customer's ledger sheet showing
charges, credits, total owing, and payment records, and such other information relating to the customer or
transactions as Assignee may reasonably request. The decision on acceptance of the proposal shall be within
the sole discretion of Assignee.
6. The liability of Distributor hereunder shall not be affected by any settlement, extension, forbearance or
variation in terms which Assignee may grant in cormection with any credit documents acquired hereunder or
by the discharge or release of the obligations of the account debtor by operation of law or otherwi.se. Assignee
makes no representation or warranty to Distributor concerning the validity, enforceability or sufficiency of any
credit documents and/or other materials fumished to Distributor by Assignee.
7. This Agreement may be temiinated al any time by Disnibutor or Assignee by written noiice, but such
termination shail not affect the respeclive rights and obligations of either party as to credit documents
theretofore purchased by Assignee.
8. It being anticipated that Distributor and/or other parties to credit assignmeni agreements with A.ssignee may
assign to Assignee credii documents covering sales to a particular customer which occurred on more than one
occasion, it is understood and agreed that, unless otherwise agreed in writing between Assignee and
Distributor or required by law. payments received from such a customer will be applied againsi ihe respective
payment obligatiotLs of the customer in a manner such that all current and past due obligations under the
documenis bearing the earliest dale will be treated as satisfiedfirst,all current and past due obligations under
the documents bearing the next-earliest date will be treated as satisfied next, and so-on. with the current and
past due obligations under the documenis bearing the most recent date being treated as satisfied only after
ciurent and past due obligations under documents bearing eariier dates have been satisfied.
9. This Agreement contains the eniire understanding of the parties with respect to the transactions contemplated
hereby and the same shall be amended or modified only by written agreement specifically referring hereio.
None of the provisions hereof shall be deemed lo in anyway limit such rights as either party hereto may have
by statute or al law or in equiiy as against the oilier party, and any remedies provided for herein shall be in
addition to and not exclusive ofany other remedy available by stanite or under principles of common law of
equity and such remedies may be exercised by either party consecutively or concurrently and such exercise
shall not be deemed to waive any other rights or remedies which may be available to a party.
3
10. This Agreement shall be binding upon and shall inure to die benefit of the panies hereto and their respective
heirs, successors and assigns, provided however, the same shail not be assigned by the Distributor without
prior written consent of Assignee thereto.
11. This Agreement shall be govemed by and constmed in accordance with the laws of the State of Oiiio.
IN WmÊSS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and year fuî written
above.
SIGNED IN THE PRESENCE OF:
NMTC, Inc. d^/a MATCO TOOLS
BY
Richard Smearcheck
ITS: Director, Financial Services
DISTRIBUTOR:
(signamre)
(printed name)
(address)
APPENDIX D
EXHIBIT F
MATCO TOOLS
CREDIT ASSIGNMEiNT AGREEMENT
"ADDENDUM AND
GUARANTY"
Distiibutor's Purchase Security Agreement Credit Assignment Agreement made and entered into on the
day of
,
by and between NMTC, Inc. d/b/a MATCOTOOLS, a
Delaware Corporation (herein referred to as "Assignee") and
of
>
>
(herein referred to as Distributor)
is amended and revised this
day of ^
,
as follows:
WHEREAS, Distributor is and has been serving as an independent Distributor for NMTC, bic, d/b/a/
Mateo Tools, herein referred to as MATCO TOOLS engaging in the solicitation for sale and sale of
MATCO tools and related equipment to professional mechanics; and
WHEREAS, Distributor wishes to make it possible for certain of its customers, which do not meet credit
standards required by Assignee, to make purchases of MATCO tools and related equipment and pay for
the same on a deferred, installment basis; and
WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor
agrees to and complies with terms and conditions contained in this Agreement.
1. The determination of a Distributor's eligibility for Assignee to accept Purchase Security Agreements which do not meet credit standards (herein referred to as Recourse PSA) normally required
by the Assignee, shall be at the sole discretion of Assignee.
2. The purchase price to be paid to the Distributor by Assignee for Recourse PSA's shall be determined by Assignee in its sole discretion, such price will be adjusted periodically and never be less
than ninety-five percent (95%) of the net cash price (principal amount of purchase included in the
credit document being offered to Assignee, not including amounts previously assigned) thereof,
unless otherwise specified by MATCO TOOLS.
3. Distributor hereby warrants and represents and agrees with Assignee as follows:
(a)
Distributor hereby authorizes Assignee to debit Distributor's Purchase Account for the
principal balance due on any and all Recourse PSA's when any of the following conditions
exist-termination, promotion lo District Manager, collateral does not exist, account balance
has been paid in full to Di.stributor and/'or fraudulent credit documentation.
(b)
Distributor guarantees that Assignee will not suffer any loss on the purchase by Assignee o
Recourse PSA's (Distributor's customers which do not meet credit standards required by
Assignee).
4. This Agreement contains amendments to Distributor's Purchase Security Agreement Credit
Assignment Agreement and does not change, revise, cancel or amend any part of said Agreement
with the exception of those herein stated.
IN WITTsIESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and
year first written above.
NMTC, Inc. d/b/a MATCO TOOLS
BY
ITS
Richard Smearcheck
Director, Financial Services
DISTRIBUTOR:
(signature) X
(print name)
(address)
F O R M I"RAMXX'-i.ir-HeM^rt1 i ;
Appendix D
Exhibit G
Mateo T o o l s
Joe D i s t r i b u t o r
DISTRIBUTOR # 411116
3/2/2008
2:56:06PM
Mateo
PSA
INV
1
S e c t i o n 1 - Buyer
Doe, John
My C a r USA
M820200022
1285 Any S t r e e t
Anywhere, OH 44224-
1
MYCAR
PENDING
REPRINT
S e c t i o n 2 - Goods S o l d
Item
QTY
Amount
MB7525
1 5105.00
CUSTOM 2 BAY ROLLAVJAY
Comment
S/N 123456
Purchases:
Tax:
Freight/Labor:
5105.,00
370.,11
0.,00
Total:
5475.,11
S e c t i o n 3 - Payment Schedule
I No. o f
j Weekly
I Payments
I
208
Amount
o f Each
Paymenr
36.30
Section
Total
of
Payments
7550.40
4 - Terms Of
VJeekly
Payments
Corrmence
03/09/08
Sale
(A) T o t a l Cash P r i c e
(B) Trade I n
S u b t o t a l (A-B)
7.250%
(C) S a l e s Tax o f
(D) Cash Down Painnent
(E) Net Cash P r i c e
(^) A d m i n i s t r a t i o n Fee
(G) Net Due On P r i o r PSA
(H) P r i n c i p a l B a l a n c e
(I) Time P r i c e D i f f e r e n t i a l
{ J ) T o t a l Time Purchase Balance
Next Weekly Prr.t. Due:
***36.30***
5105. 00
0. 00
5105. 00
370. 11
511. 00
4964 .11
30. 00
0. 00
4994 .11
2556. 29
7550. 40
BUYER ACKNOWLEDGES RECEIPT OF
THE GOODS LISTED ABOVE AND A
COMPLETELY EXECUTED COPY OF
THIS AGREEMENT AND WARRANTS
THAT THESE GOODS ARE
PURCHASED PRIMARILY FOR USE IN
THE COMMERCIAL OPERATION OF HIS
TRADE OR BUSINESS AND NOT FOR
PERSONAL, FAMILY OR HOUSEHOLD
USE.
THIS AGREEMENT IS SUBJECT TO
THE TERMS Al-JD CONDITIONS ON THE
MASTER AGREEMENT, WHICH IS ON
FILE AT MATCO TOOLS, A COPY OF
WHICH HAS BEEN GIVEN TO THE
BUYER AND IS INCORPORATED
HEREIN AS PART OF THIS
AGREEMENT.
Buyer/End
User
Date:
THIS AGREEMENT IS ACCEPTED BY
SELLER AND HEREBY ASSIGNED
UNDER THE TERMS OF THE
ASSIGNMENT ON MASTER AGREEMENT
Distribucor/Secured Party
(Seller!
Date:
A u t h o r i z e d Mateo T o o l s
Distributor
B u s i n e s s Phone: (300) 555-1212
Pager: (300) 555-5757
Mateo T o o l s
P.O. Box 99999
M e t r o p o l i s , Ohio
99999
NMTC, INC.
(D/B/A MATCO TOOLS)
MATCO
TOOLS
4403 ALLEN ROAD, STOW, OHIO 44224
PURCHASE MONEY SECURITY - MASTER AGREEMENT
Name
Address
phone
City, State, Zip
BiJyer acknowledges receipi of a completely executed copy of this Master Agreement and warrants lhat all Goods are purchased primarily for use in the
commercial operation of ihis trade and business and not foi personal, family or household use. Buyer authorizes Setler/Distrit>utor and/or his assignees
as inlerested parties as permitted by law to substantiate and investigate the information on his/her credit application and to report and exchange credil
information now and in the future concerning his/her performance of this Agreement.
This Agreement is subjeci lo the terms and conditions set forth herein and the terms and conditions set forth in all future MDBS-PSA Sales Receipts.
This Agreement shall be executed and become effeciive when both Buyer and Seller agree lo the sale of the Goods described iherein and such Goods
have t>cen delivered lo and accepied by Buyer.
Buyer/End User
Dale
This Agreemeni is accepted by Seller and hereby assigned under the terms of the assignment stated below.
Distributor/Secured Party
Dale
The undersigned guarantees the payment, when due, to any Holder of said Contract, the entire amount owing with respect to such Contract, in the event
of default in payment by the Buyer named herein. The undersigned waives notice of accepiance of this guaranty, notice of any extensions in lime of
payment, noiice of sale ofany of said properly and al) other noiices to which Seller may be entitled by law and agrees to pay all guaranteed amounts upon
demand withoui requiring any proceeding against Buyer.
[Guaranior]
Dale
Seller's .Assignment to NtATCO TOOLS
(Hereinafter called Assignee)
FOR VALUE RECEIVED, and subject to the terms of agreement with Assignee, Seller docs hereby sell, assign and transfer the Securiiy Agreement set
forth abijve and all Receipts (collectively, the "Contracts") and all Seller's security interest and lien in and right and tille lo ihe Collateral described
therein ki NMTC. Inc. (ti/h.la .MATCO TOOt^), ils successors and assigns (colleciivelv. "Assignee"), vvith power to take legal proceedings in ihe name
of Seller or As.signce- Seller warrants ihal the Contracts are genuine and in all respects what they purptjrl to be; thai Ihe down payment was made by the
Buvcr in cash and not ils equivalent, unless otherwise noied therein, and that no part thereof was loaned directly or indirectly by Seller lo Buyer, ihal said
Collateral is free from any olher securiiy inierest or other liens or encumbrances whatsoever, except as created by fhe Contracts, that the Buyer was of at
Icasi legal age al Ihc lime of his execuiion ofeach ofthe Conlracis, Ihal Seller knows of no time or instance when Buyer was refused or rejected for credit;
and Ihal there is now owing with respeci lo the Conlracts Ihe respeclive amounts sci forth iherein. Upon breach ofany of the foregoing warranties. Seller
will, upon demand therefor, purchase ihe Contract forthe respective amounis owing with respeci thereto, plus ail costs and expen.ses paid or incurred by
A.ssignee with respeci Ihercio. All remedies of Assignee shall be cumulative and not alternative.
Seller guaraniees Ihe payment, when due. to any Holder of said Contract, the entire amounl owing with respect to such Contract, in ihc event of default
in payment by the Buyer named therein, in accordance with a Credit Assignment .Agreement of Seller with Assignee, the lerms of whieh arc incorporated
herein. Seller waives notice of accepiance of Ibis guaranty, notice of any extensions in time of payment, noiice of sale of any of said properly and all
oihi'f notices to which Seller may be emilled by law and agrees to pay all guaranteed amounis upon demand wiihout requiring any proceeding against
Buyer. Seller warrants Ihal Ihe description of ihe Collateral listed on ihe Coniracis/Receipis is accurate and complete.
VVinri; - M.nci") (.'npy. Y i lli)w • D i s i r i l ' i i r n f C o p y ; F'mk - Mceh.iisics C c p v
I.
The Seller/Distributor (which term shall mean Seller and any assignee or Holder hereof, as the case may he) hereby sells, and Ihe Quyec/End User (herdnaiter known
as Buyer) jointly and severally if more than one, hereby purchases, subject to the Terms and Conditions set forth herein and on the reverse hereof, the Tools and
Equipment described tm the reverse and herein called "Goods", delivery and acceptance of which are hereby acbxwledgcd by Buyer, and subjea to conditions slated
herein and slated in subsequent MDBS-PSA Sales Receipts (coilecdvely, the "Receipts"), the tools and equipment descnbed in the Receipts, also herein called
"Goods", delivery and acceptance of which is hereby acknowledged by Buyer.
2.
Buyer agrees to pay MA'fCO. in accordance with the terms set forth in Ihe aiÎicable Receipts. Buyer aêes to pay the Time Purchase Balance, which includes a
Time Price Differential <as such documented in the Receipt), which is an interest charge, in consecutive weekly installments as scheduled until the entire Time
Purchase B3larK:e has been paid in full. Buyer may make more than one scheduled payment at a time, but no partial payments will be accepted by the Seller. Buyer
may pay the entire unpaid balance at any time.
3-
In Ihe event Buyer pays the full amount due and slated as the Time Purchase Balance before the last scheduled payment is due. Seller shall credit Buyer's accounts
with Seller or refund to Buyer in cash (if Buyer has no unpaid accounts outstanding with Seller or such early payment is not done in conjuiKtion with another
Purchase Money Security Agreement with Seller) such ponion of the Time Price Differential, if any, to which Seller has not then become entitled, as cakulaied
pursuant to the Rule of 78's calculation.
4
To secure ihe payment of the Time Purchase Balance and of any other amounts owing hereunder (coHectively, "Obligations"), Buyer hereby grants to Selier and any
Holder hereof a purchase money security interest and lien in and lothe Goods described on the reverse and herein or in any other Receipt, and in addition. Iheri^t to
file a UCC-1 Financing Statement creating an additional lien in all tools and equipment now owned by Buyer for use in Buyer's trade ot business, together with any
and all similar tools and equipment hereafter acquired, except where prohibited by law. and all products and proceeds thereof (including, without limitation, any
insurance proceeds) (collectively, the "Collateral").
5.
Buyer agrees to (a) maintain insurance reasonably acceptable to Seller with respect to the Collateral and, upon Seller's request, provide Seller with evidence of such
insurance, (b) execute financing statements, continuation statements and other documents as Seller shall deem necessaiy to perfect or protect its security interest in
the Collateral, and in addition, hereby authorize Seller or its agents or assigns to execute and fde, withoui the signature of Buyer, one or more such financing
statements if permitted in the relevant jurisdiction, wiih Seller paying the cost of filing all such fmancing statements in all public offices wherever filing is deemed by
Seller lo be necessary or desirable, (c) maintain the Collateral free and clear of any and all liens, claims and encumtnances other than those of SCLCT, (d) maintain die
Collateral in good operating condition and repair, (e) pay all taxes, levies and assessments imposed or made on Buyer or any of the Collateral when the same shall
become due and payable, (f) not merge into or permit the purchase or acquisition of all or a substantial part of its assets by any entity, (g) not sell, lease or remove any
Collateral from Buyer's address set forth hCTcin, (h) maintain and permit Seller to inspect Buyer's books and records at Buyer's address set forth herein, (1) permit
Seller to enter Buyer's place of business at Buyer's address set forth herein lo inspect the Collateral, (j) pay all Obligations when due, (fc) not become insolvent, or fail
to pay ils debts as they become due, or (I) not suffer a material adverse change in Buyer's business or financial condition.
6
If Buver shall fail to comply with Section 5 hereofor otherwise fails topcrfotmany of ils obHgations under this Agreement or under any Receipts, such failure shall
constitute a "Default" hereunder. Upon the occurrence ofany Default and at any time thereafter. Seller may, at its option, (a) declare all Obligations immediately due
and payable withoui demand, presentment, noiice or other action (each of which is expressly waived by Buyer), (b) cease delivery of any other Goods on credil and
cease any other extension of credit lo Buyer, (c) exercise all oftherightsand remedies of a secured party under the Uniform Commercial Code or under any other
applicable law. (d) collect, receive and realize upon the Collateral or any part thereof, (e) sell, assign, dispose of and deliver the Collateral or any part thereof at a
public or private sale at such price as Seller may deem best, (0 purchase all or any part ofthe Collateral so sold, lo the extent permitted by law. free of any right or
equity of redemption in Buyer, which ri^t Buyer hereby releases, (g) charge to Buyer interest on the unpaid portion of the Time Purchase Balance at a default rate of
22.5% Annual Percentage Rale or ihe maximum rate permitted by law. whichever is lower, and (h) charge a late payment fee equal to the greater of (I) Three
Dollars ($3.00), or (2) five percent (5%) of the portion of Ihe Weekly Payment Amount(s) then due. Buyo" will assemble the Collateral and make it available to
Seller at such places as Seller shall select. All costs of exercising such remedies and oiherwise collecting the Obligations shall be payable by Buyer and coasidered a
part of the Obligations.
7.
If more than one person signs this agreement, the obligation shall t>c joint and several. Any provision of this agreement which is in conflict with the statutes ofthe
applicable jurisdiction is hereby amended to conform to the minimum requirements of such statutes. CredilOT is authorized to investigate Buyer's credit, and to repwi
Buyer's performance on this agreement, and to verify employment and income references. Buyer agrees to notify- the Seller in writing of any change of address
8.
SeIler'T)isu-ibuior is an independent contractor and is not the Agent or Rmployeeof NMTC, Inc. d/Va MATCO TOOLS or assignee (herein identified). .Assignee has
sole discreiion lo accept assignment of this agreemeni. Neither MATCO TOOLS, nor Assignee shall have any responsibility lo Seller/Distributor ot Buyer or any
other party if Assignee does not accept assignment of this Agreement.
9.
Tliis Agreement, together with any Receipts, represents the entire integrauxl contraci ofthe panies on this subject. Seller's delay, omission or election not to exercise
any right, power or remedy hereunder shall not be construed as waiving or acquiescing in any breach omission or failure of any of Buyer's duties of performance
hereunder. This Agreemeni and allrighw,powers and remedies hereunder shall be enforceable under and interpreted in accordance with the laws of the State of
Ohio (withoui giving effect lo the conflict of laws-'rulcs thereoO. In the event that any provision of this Agreement is held to be illegal or unenforceable, such
provision shall be deemed separate, and the remaining provisions of Ihis Agreement shall survive and remain enforceable according to their tenure and effect. Ihis
Agreement .shall bind and inure to the benefit of Buyer and Seller and their respective heirs, executors, successors, representatives, trustees and assigns.
10.
Seller/Distributor warrants that the Goods will be fit for the ordinary purposes for which such Goods are used in the auttsnolive/manufacturing industry. If any ofthe
Goods are found by Seller lo be nonconforming, such Goods will, at Seller's option, be replaced or repaired at Seller's cost. THE PARTIES HERtTfO EXPRESSLY
AGREE THAT BU>'ER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER SHALL BE FOR THE REPAIR OR REPLACEMENT OF
NONCONFORMING GOODS AS PROVIDED HEREIN. The sole purpose of tlie stipulated exclusive remedy shall be to provide the Buyer with free repair and
replacement of nonconforming Goods in the manner provided herein. THE FOREGOING WARRANTS' IS IN LIEU OF A L L OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDINC THOSE OF MERCHANTABILITY OR FITNESS FOR ANV PURPOSE NOT EXPRESSLV SET FORTH
HEREIN. TIIE FOREGOING W A R R \ N 1 V EXTENDS ONLV TO THE ORIGINAL BUYER OF THE GOODS AND IS NOT TRANSFERABLE.
IN NO EVENT S H A L L SELLER BE L I A B L E FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT INCLUDING BUT NOT LIMITED TO BREACH OF ANY OBLIGATION IMPOSED ON SEILLER HEREUNDER OR IN CONNECFION
HEREWITH OR THE USE, STOR,\CE, DISPOSAL OR HANDLING OF THE GOODS SOLD HEREUNDER. INCIDENTAL AND CONSEQUENTIAL
DAMAGES FOR P I ' R P 0 S F : S HEREOF SHALI, INCLUDE, WITHOUI LIMITATION, LOSS OF LSE., INCOMEOR PROFIT. INCREASED EXPENSE OF
INSPECTION, OPER,\TION OR D O W N - T I M F : . OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON, OR
LOSS OF OR D A M A G E TO PROPERTY (INCLUDING BLT NOT LIMITED TO PROPERTV HANDLED OR PROCE,SSED BV THE USE OF THE GOODS).
BUVER S H A L L INDEMNIFY SELLER AGAINST A L L LIABILITY, COS! OR EXPENSE WHICH M A V BE SU.STAINED BV SELLER ON ACCOUNT OF
.^NY SUCH LOSS, D A M A G E OR INJURY. BUYER ASSUMES A L L RISK AND LIABILITV FOR LOSS OR DAMAGE RESULTING FROM TIIE USE,
HANDLING STORAGE OR .APPLICATION OF T H E GOODS DELIVERED HEREUNDER.
CREDIT APPLICATION
SUBJECT TO MATO TOOLS / P.S.A CREDIT APPROVAL
This ^plication is for purpose of obtaining credit to purchase Mateo Tools and equipment from an .Authorized Mateo Distributor for use in the commercial
operation of his or her trade and business. The .Malco Distributor may assign the Purchase Security ^\greemcnt for the mechanic to Mateo Toob .'' P.S.A.
Application must be ctHnpleled In its entiret>^ for credit consideration
SECTION A
SS;;
L E G A L NAME
DATE OF BIRTH
/
.ADDRESS
APT
BOX
CITY
STATE
ZIP
LIVE WITH PARENTS
•
STREET
RENT
•
OWN
•
ROUTE
HOW LONG: Yrs
Mos
ROUTE D.\Y -.
•
CELL:
HOME PHONE:
SPOUSE NAME
I>ivers License -1
ST.ATE:
FORiMER .AJJDRESS
STREET
APT
BOX
STATE
ZIP
now-LONG; Yrs
CITV
SECTION B
Mos
E M P L O Y M E N T HISTORY
CURRENT F.MPLOYER
PHONE:
.ADDRESS
CITY
STREKT
STATE
SUPERVISOR
HIRE DATE
ZIP
NIH" INCOME ( W E E K L Y
POSITION
c^n^^ST.ATE
PREvioL's F ; M P L O Y E R
PHONE
SUPERVISOR
HIRE D.ATE
NET INCOME (WEEKL'i")
SECTION C
OUTSTANDING DEBTS
MORTGAGE / LANDLORD
PHONE
MONTHLY PA\'MENT S
Cl'lT ST.ATE
SECTION D
PERSONAL REFERENCES - TWO (2) REOUIRED
1. PARENTS,
CUT/STATE
PHONE
_REI..ATIONSHlP_
2. FA>nLV M E . \ I B F : R (NOT LIVING W l APPLICANT)
CrrV/STATE
PHONE
_REL^\TIONSHlP_
3. FRIEND/CO-WORKER_
CriY/ST.ATE
PHONE
RELATIONSHIP
,\.MOUNT REQUESTED S_
ITE.MS NEEDED
'I'he information stated in thi."? application is warranted to bo true. I am authorized to make this application and slalemenl to obiain credit from the Malco Distributor and/or his or her
.xssignee and agree lo pay according to the terms of sale as stated on each invoice Mateo Distributor and/or his or her assignee, as interested parties as pennitted by law, are hereby
authorized lo substantiate and investigate the infomiaiion contained on this application and to report and e.\ehange credit information now and in the future conceming my pcrformanct
of this agreemeni.
APPLICANTS SIGNATURE
D.ATE
D.AIE
DIS TRIBUTOR SUBMriTING
OF F I C E / D I S T R I B U T O R U S E O N L V
MA ICO .-XPPROVAL S_
ACCOUNT NUMBER
ADDITION.-U. NOTES:
_PR0M0T10NALQU.-\LIFIC.A'nONS
APPENDDC D
EXHIBIT J
MATCO TOOLS
RECOURSE CREDIT ASSIGNMENT AGREEMENT
THIS AGREEMENT, made and entered into at Stow, Ohio, this
day of
by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delaware Corporation (herein referred to as "Assignee"), and
of
(herein
referred to as "Distributor").
WITNESSETH, That
I
WHEREAS, Distributor is and has been serving as an independent Distributor for NMTC, Inc. d/b/a/ as Malco Tools, herein
referred to as MATCO TOOLS, engaging in the sohcitation for sale and sale of MATCO tools and related equipment to
professional mechanics; and
WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor agrees to and
complies with the terms and conditions contained in this Agreemeni;
1. From time to time after the date hereof. Distributor shall present to Assignee for piu-chase executed credit
documents and related materials, in form and substance satisfactory to Assignee, providing for the assignment
to Assignee of rights to collection of amounts payable representing the time purchase balance due in
connection with the sale by Distributor of tools, equipment and/or related products purchased from MATCO
TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee
whether or not to piu-chase the same, and noihing herein shall be construed as imposing any obligation upon
Assignee to make any purchasesfromDistributor.
2. The purchase price to be paid to the Distributor by Assignee for credit documents accepted for assignment
shall be ninety-five percent (95%) of the net cash price (principal amount of purchase included m the credit
document being accepted by Assignee not including amoimts previously assigned) thereof unless otherwise
specified by MATCO TOOLS. The five percent (5%) deduction shall be arefundablereserve which shall be
held by Assignee as security for all obligations of Distributor to Assignee hereimder or now existing or arising
during the continuance hereof or with respect to any credit documents purchased during the continuance of
this Agreement; suchreserveshall be (i) adjusted annually by Assignee based on the balance of Distributor's
outstanding credit contracts, (ii) applied by Assignee in payment of Disfributor's uncollectible credit contracts
as detennined by Assignee and (iii) paid to the Distributor, net of all outstanding obligations owed to MATCO
TOOLS, only when Distributor terminates as a MATCO TOOLS Distributor or elects to discontinue this
Recourse Credit Assignment Agreement. Upon acceptance of any such documents, payment
shall be effected by Assignee arranging for immediate credit against Distributor's purchase account with
MATCO TOOLS (amounts due MATCO TOOLS in the ordinary course of business, exclusive of amounts
outstanding under notes or other credit documents provided under other debt agreements between Distributor
and MATCO TOOLS) and a confuming docimient will be forwarded lo Distributor.
3. Distributor hereby warrants and represents to and agrees to Assignee as foilows:
(a) -All credit documents pre.sented to Assignee for assignmeni hereunder shall be full, correct, complete
and genuine, and shall be fully and properly executed, shall accurately and truthfully describe the
date(s) of purchase, items purchased and purchase price(s) charged and .shall not have been offered
previously to any other financial institution or other entity for purchase or as collateral against
advances;
I
(b) All credit documents presented to Assignee for assignment hereunder shall relate to and arise from
the sale of MATCO TOOLS, producis, equipment and'or related products sold and to be utilized
primarily for the commercial conduct of trade or business of the customer executing such documents
and in no event shall any such credit docimients have arisen from or relate to any sales of products
for primarily personal, family or household purposes, or sales of products marketed by any entity
other than MATCO TOOLS;
(c) Each customer executing credit documenis presented to Assignee or assignment hereunder is
creditworthy and Distributor releases Assignee from any claim or liability related to or arising out of
Assignee's check on or determination of the creditworthiness of the customer and/or the acceptance
or rejection by Assignee of any credit documents presented hereunder;
(d) Withoui prior written consent ofthe Assignee, Distributor shall in no event nor at anytime prior to
or after a sale of products, modify the terms of any instrument purchased by Assignee;
(e) Distributor agrees to collect amounts payable representing the time piirchase balance due in
coimection with the sale by Distributor of tools, equipment and/or related products purchased from
MATCO TOOLS and financed pursuant to this Agreement, and further hereby authorizes Assignee
to debit Distributor's Purchase Account with MATCO TOOLS for the amounts collected for such
recoursed PSA's;
(f) Distributor shall at all times, as an independent contractor, operate in his own name and be solely
answerable for the costs and expenses, consequences and damages arising out of the conduct of his
business as a distributor for MATCO TOOLS;
(g) Distributor shall at all times comply with the procedures from time to time established by Assignee
with respect to credit limits, handling of credit documenis and other activities related to fmancing of
sales of MATCO TOOLS products as contemplated hereunder; and
(h) The Distributor agrees that, upon Assignee's request to make a particular repossession, he will
cooperate as instructed by Assignee in making such repossession provided that it can be effected
without Breach of Peace, and Distributor also agrees that his Open Purchase Account will be
charged in an amount equal to 50% of the Fair Market Value of the repossessed product(s) as
established pursuant to MATCO TOOLS' Repossession Policy, as same may be revised from time to
time.
4. Following acceptance of the credit documents hereunder Distributor and Assignee agree to the following terms and
conditions:
(a) UfKjn failure by Distributor to remit payments or other funds collected on behalf of Assignee,
pursuant to Paragraph 3 (d) above. Distributor hereby authorizes Assignee and MATCO TOOLS to
debit Distributor's Purchase Account with MATCO TOOLS in an amount or amounts equal to the
sums collected but not remitted. In addition, MATCO TOOLS may charge Distributor an
administrafive fee (currently set at S25 per occurrence, per contract) for delinquent, insufficient
payments or inaccurale reporting as consideration for MATCO TOOLS' time and efforts in
collecting monies, additional correspondence with you, credit bureaus and oihers, and administrative
time and costs to correct data. Any amounts not remitted by Distributor within 10 days of their
collection shall be deemed funds noi promptly remitted and subject to diis provision.
(b) .Any documents, notes, agreements, or other contracts assigned by Distributor to Assignee pursuant
to this Agreement which are later shown or alleged to be, in whole or in pan, altered, amended,
modified, forged, or not genuine, accurate, or in compliance with the terms of diis Agreement in any
respeci, shall be immediately reassigned by Assignee to Distributor and upon such reassignment
Distributor hereby agrees to accept such assignment and immediately, wiihout set-off or deduction
ofany kind, agrees to pay Assignee the full amount of any balance then outstanding thereon. Upon
failure by Distributor to pay Assignee as stated above, upon any reassignment of documents wiihin
10 days of the date of reassignment. Distributor hereby authorizes Assignee and MATCO TOOLS
to debil Distributor's Purchase Account in an amount equal to the amounLs due on the reassigned
docunienLs. 'fhis Paragraph (b) shall noi apply in the case when Assignee has, by iis OVVTI action, or
with its wTilten con.sent, been a party to an amendmeni or modification of any document, note,
agreement or other contraci;
(c) Distributor shall not, without prior writien consent of Assignee, release any security interest
collateral subject to documents assigned to Assignee hereunder, modify or substitute collateral
specified in any such documents, consent to or accept retum ofany collateral subject to or covered
by any other assigned documenis or effect repossession of any such collateral. Any of the foregoing
actions on the part of Distributor, without the written consent of Assignee shall be deemed to be an
alteration of the documenis pursuant of paragraph 4 (b) above;
(d) In the event of default by customer of any installment payable on the due dale there of, or in the
prompt performance of any other obligation to be performed under the credit document or contract
by customer, after the assignment thereof by Distributor to Assignee, Distributor authorizes
MATCO TOOLS to charge his Purchase Account an amount equal to 50% of die outstanding
balance. .MATCO TOOLS and Distributor agree that any funds collected thereafter will be credited
at 50% of amounts collected net of collection expenses to both Distributor and MATCO TOOLS;
(e) In the event Distributor terminates as a MATCO TCX)LS Distributor, regardless of the reason for
terminations, then Distributor agrees to accept as a charge to his Purchase Account an amount equal
to 50% of the outstanding balances of recoursable contracts, and to remit 50% of all funds or
proceeds collected thereafter within 10 days to MATCO TOOLS, MATCO TOOLS agrees to credit
50% of all fimds or proceeds collected, net of all collection expenses, thereafter to the Distributor or
apply same lo amoimts due Assignee from Distributor; and
(f) Notwithstanding anything to the contrary Distributor grants to Assignee, a security interest in all
such credit document(s) or contract(s) and Assignee shall have the right lo continue lo possess the
same and collect from the customer(s) obligated thereon all amounts due thereon and apply the same
againsi amounts due Assignee from Distributor or due MATCO TOOLS from Distributor.
5. In the event Distributor desires to include ponions of all of an unpaid balance owing to Distributor by a particular
customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to this Agreement,
such a profwsal will be considered, provided the total net cash price of new purchases will equal or exceed
minimum amounts as may be required under the policies of the Assignee. If Distributor desires to make such a
proposal, he shall do so in writing, including therewith a completed credit application, as may be required by the
Assignee, on the customer and a copy of the customer's sheet showing charges, credits, total owing, and payment
records, and such other information relating to the customer or transactions as Assignee may reasonably request.
The decision on acceptance ofthe proposal shall be wiihin the sole discretion of Assignee.
6. The liabilit>' of Distributor hereunder shall not be affected by any settlement, extension, forbearance or variation in
terms which Assignee may grant in connection with any credit documents acquired hereunder or by the discharge or
release of the obligations of the account debtor by operation of law or otherwise. Assignee makes no representation
or warranty to Distributor conceming the validity, enforceability or sufficiency of any credit documents and'or
other materials fumished to Distributor by Assignee.
7. This Agreemeni may be terminated at any time by Distributor or Assignee by written notice, but such termination
shall not affect the respecliverightsand obligaiions of either party hereunder as to credit documents theretofore
purchased by Assignee, inciuding all repurchase and reassignment obligations.
8. It being anticipated that Distributor and/or other parties to credit assignments with Assignee may assign to Assignee
credit documents covering sales lo a panicular customer which occurred on more than one occasion, it is
understood and agreed thai, unless otherwise agreed in writing beiween Assignee and Distributor or required by
law, payments received from such a customer will be applied against the respective payment obligations of the
customer in a manner such that all current and past due obligations under the documents beanng the earliest date
will be treated as satisfied first, all current and past due obligations under the documents bearing the next-earliest
date will be treated as satisfied next, and so-on. with the current and past due obligations under the documents
bearing the most recent date being treated as satisfied only after current and past due obligations under documenis
bearing earlier dates have been satisfied.
This Agreement contains the entire understanding of the parties with respect to the transactions contemplated
hereby and the same shall be amended or modified only by written agreement specifically referring hereto. None of
the provisions hereof shall be deemed to in any way limit such rights as either party hereto may have by statute or at
law or in equity as against the other pany, and any remedies provided for herein shall be in addition to and not
exclusive of any other remedy available by statute or under principles of common law of equity and such remedies
may be exercised by either party consecutively or concurrently and such exercise shall not be deemed to waive any
other rights orremedieswhich may be available to a part>'.
10. This Agreemeni shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns, provided however, the same shall not be assigned by the Distributor without prior written
conseni of Assignee thereto.
11. This Agreement shall be govemed by and construed in accordance with the laws of the State of Ohio. IN WITNESS
WHEREOF, the parties hereto caused this Agreement lo be executed as of the date and year first written above.
BY
Richard Smearcheck
ITS: Director, Financial Services
DISTRIBUTOR:
Mateo Distributor Number
(signature)
(printed name)
K.)KM rRANWH -M-Hnis^d ^" W
Appendix D
E x h i b i t K-1
Mateo T o o l s
DISTRIBUTOR ff 411116
3/2/2008
3:05:41PM
New Tech
PSA
INV 3
Doe, Ralph
3
My Car USA
N009999999
1122 5 t h VJay
Somewhere, OH 44224-
MYCAR
PENDING
REPRINT
I tern
QTY
Amount
MB6520BG
1 2095.00
BLACK/GOLD MB6520
Purchases:
Tax:
Freight/Labor:
2095.00
151.89
0.00
Total:
2246.89
Comment
S/N 123456
No. o f 1 Amount |1 T o t a l
1 Weekly
Monthly 1 o f Each I1
of
1 Payments
I Payments| Payment I Payments 1 Commence
!
24 I
105.501 2538.00 I 03/09/08
S e c t i o n 4 - Terms Of S a l e
(3) Trade I n
7 .250%
(D) Cash Down Payment
(F) A d m i n i s t r a t i o n Fee
(H) P r i n c i p a l B a l a n c e
( J ) T o t a l Time Purchase Balance
B e g i n n i n g B a l a n c e : 2538.00
Payment:
105.50
2095. 00
0. 00
2095. 00
151. 89
210. 00
2036. 89
30. 00
0. 00
2066. 89
471. 11
2538. 00
Current Balance:
2432.50
M o n t h l y Payment: **-*105. 50***
USE.
THE TERMS AUD CONDITIONS ON THE
BUYER AND IS INCORPORATED
AGREEMENT.
Buyer/End
User
Date:
ASSIGNMENT ON MASTER AGREEMENT.
Distributor/Secured
Party
(Seller)
Date:
Distributor
B u s i n e s s Phone: (300) 555-1212
Pager: (300) 555-5757
Mateo T o o l s
P.O. Box 99999
M e t r o p o l i s , Ohio 99999
Appendix D
E x h i b i t K-2
Mateo T o o l s
DISTRIBUTOR # 411116
3/2/2008
2:56:06PM
D i s t r i b u t o r Gold
PSA
INV 2
Doe, J i m
My Car USA
N050099999
1285 Any S t r e e t
Anywhere, OH 44224-
2
MYCAR
PENDING
REPRINT
I tem
QTY
Amount
MB7525
1 5105.00
CUSTOM 2 BAY ROLLAWAY
Purchases:
Tax:
Freight/Labor:
5105. 00
370. 11
0. 00
Total:
5475. 11
Comment
S/N 123456
I No. o f I Amount | T o t a l
|
I Weekly | o f Each |
of
|
I Payments| Payment | Payments I
I
208 I
36.301 7550.40 |
Weekly
Payments
Commence
03/09/08
S e c t i o n 4 - Terms Of S a l e
(B) Trade I n
7.250%
(D) Cash Down Payment
(F) A d m i n i s t r a t i o n Fee
(H) P r i n c i p a l Balance
(J} T o t a l Tim.e Purchase Balance
Next Weekly Pmc. Due:
***36.30***
5105. 00
0. 00
5105. 00
370. 11
511. 00
4964. 11
30. 00
0. 00
4994. 11
2556. 29
7550. 40
USE.
THE TERMS AND CONDITIONS ON THE
BUYER A^^D IS INCORPORATED
AGREEMENT.
Buyer/End User
Date:
ASSIGNMENT ON MJ^STER AGREEMENT.
Distributor/Secured
Party
(Seller!
Date:
Distributor
B u s i n e s s Phone: (300) 555-1212
Pager: (300) 555-5757
Mateo T o o l s
P.O. Box 99999
M e t r o p o l i s , Ohio 99999
MATCO TOOLS
APPENDDC D
EXHIBrr L
DISTRIBUTOR LEASE AGREEMENT
I,
an authorized MATCO T(X)LS Distributor, agree to act as a lessor for
NMTC, Inc. dba MATCO TOOLS for certain products which arefinancedon Mateo's Lease Package.
It is understood that:
1. MATCO TOOLS will offer a Lease Financing Package for the express use of its Distributors.
2. MATCO TOOLS will only lease the approved list of equipment, and this list may be amended from
time to time.
3. The Distributor will submit all necessary documentation, including, but not limited to. Lease Applications, Agreements, UCC-l's, Down Payments and/or Security Deposits.
4. MATCO TOOLS will pay the Distributor a price of not less than 90% ofthe value of the leased
equipment. This amount may be modified at anytimeat the sole discretion of MATCO TOOLS.
The payment will be in the form of a credit towards the Distributor's Open Purchase Account with
MATCOTOOLS.
5. MATCO TOOLS will be responsible for collection of the lease payments until suchtimerepossession is necessary. At this time, the Distributor will make every effort to effect repossession, as long
as the Distributor does not "Breach the Peace."
6. The Distributor shall either:
• Coordinate the retum of any repossessed merchandise to a location defined by MATCO
TOOLS, or
• Purchase the repossessed merchandise at 75% of a pre-established fair market value. The
decision is to be mutually agreed to by both the Distributor and MATCO TOOLS.
7. Any documents found or alleged not to be fiill, correct, complete and genuine, and not properly
executed, will be immediately assigned to the selling Distributor for the amount owing at the time
of assignment.
8. This Agreement will cease upon tennination of the MATCO Distributorship. Furthermore, either
party providing written notice of the other may cancel this Agreement at any time.
Wimess:
Mateo Distributor's Signature
Name:
Mateo Distributor's Number
Title:
Date: X
FOR.y FRAN'lXK:-LA-RcviKd i ; 06
m
4403 Allen Road, Stow, Ohio 44224
MATCO
TOOLS
SHOP OWNER LEASE APPLICATION
This application is forthe purpose of leasing MATCO equiprrrent for use in acommerciat business of servicing, repairing and maintaining
passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION.
BUSINESS INFORMATION
FULL NAME OF BUSINESS
•
Corporalbn •
Sole
Partnership D Proprietofship
BUSINESS STREET ADDRESS
PHONE NO.
CITY / COUNTY / STATE / ZIP CODE
IN BUSINESS SINCE?
FEDERAL l.D. NUMBER
NO. OF EMPLOYEES
BUSINESS REFERENCES
LANDLORD / MORTGAGE HOLDER
PROPERTY STATUS
• Buy
•
CITY/STATE/ZIP CODE
MONTHLY PMT.
PHONE NO.
Rent
•
Lease
BANK
TYPE{S) OF ACCOUNT
• Loan
• Checking
CITY/STATE/ZIP CODE
PHONE NO.
CONTACT
TRADE #1
PHONE NO.
CONTACT
TRADE#2
PHONE NO.
CONTACT
TRADE #3
PHONE NO.
CONTACT
TITLE
SOCIAL SECURITY NO.
•
Saviigs
GUARANTOR / PRINCIPAL'S INFORMATION
FULL NAME
STREET ADDRESS / CITY / STATE / ZIP CODE
FULL NAME (It more than one signature}
PHONE NO.
TITLE
SOCIAL SECURITY NO.
PHONE NO.
EQUIPMENT DESCRIPTION
COST
$
The information stated in this application is warranted to be true. 1 am authonzed on behalf of this business to make ttiis app'cation and statement to enter into a lease wth NMT
iK.d/b/a MATCO TOOLS andagree to pay according to the terms as stated. IMTCOTOOLS.as perm fttedb/la^^ isherebyauthorized :o substantiate and irivestigate the information
contained in this application and to report and exchange credit infomiation now and in the future concerning my performance of this agreemenL
Guarantor's Signature
Date
Dislribulor Name
Distrtoutor Acct. No.
BLUE-MATCO Financial Services- WHrTE-DisJibutor • CANARY-Cusiomer
Mateo Form: SOLA-08/94
S0LA1
PHONE . MAIL . FAX
MATCO TOOLS - Attn: CFS
4403 Allen Road. Stow, O H 44224 • Fax: (330) 929-5026
MATCO
TOOUS
This application is forthe purpose of leasing MATCO equipnient for use in a conmnerclal business of servicing, repairing and maintaining
passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION,
•
Corporation •
Partnershp •
PHONE NO.
IN BUSINESS SINCE?
FEDERAL l.D. NUMBER
NO. OF EMPLOYEES
Sole
Proprietorship
BUSINESS REFERENCES
CITY/STATE/ZIP CODE
LANDLORD / MORTG/\GE HOLDER
PROPERTY STATUS
• Buy
• Rent
PHONE NO.
•
MONTHLY PMT.
Lease
BANK
CITY/STATE/ZIP CODE
PHONE NO.
CONTACT
TRADE #1
PHONE NO.
CONTACT
TRADE #2
PHONE NO.
CONTACT
TRADE #3
PHONE NO.
CONTACT
TITLE
SOCIAL SECURITY NO.
TYPE(S) OF ACCOUNT
• Losffi
• Checking
•
Savings
FULL NAME
FULL NAME (If more than one signature)
PHONE NO.
TITLE
SOCIAL SECURITY NO.
STREET ADDRESS /CITY / STATE /ZIP CODE
PHONE NO.
COST
$
The information stated in this application is warranted to be true. 1 am auihonzed on behalf of this businesstomake this applicat-on and stalenert to enter into a lease with NMTC
Inc.d/t/a MATCO TOOLS and agree to pay according to the terms as stated. MATCOTOOLS.aspermitled by law, is hereby authorized to substantiate and investigate the information
contained in this applicabon andtoreport and exchange credit information now and in the future concerning my performance of this agreemenL
Date
Distnliutor Nanie
Distributor Acct. No.
H.UE-MATC0 Financial Sewices* WHtrE-Dislributor • CANARY-Custofner
Mateo Fofm: SOLA-08/94
SOLA1
PHONE . MAIL . FAX
4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026
m
4403 Allen Road, Stow. Ohio 44224
MATCO
TOOLS
This application is forthe purpose of leasing MATCO equipment for use in acommerclal business of servicing, repairing and maintaining
passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION.
•
Corporation •
Sole
Partnership D Proprietorship
PHONE NO.
IN BUSINESS SINCE?
FEDERAL t.D. NUMBER
NO. OF EMPLOYEES
BUSINESS REFERENCES
LANDLORD / MORTGAGE HOLDER
PROPERTY STATUS
• Buy
•
CITY/STATE/ZIP CODE
PHONE NO.
Rent
•
BANK
TYPE(S) OF ACCOUNT
• lom
• Checking
MONTHLY PMT.
Lease
CITY/STATE/ZIP CODE
PHONE NO.
CONTACT
TRADE #1
PHONE NO.
CONTACT
TRADE #2
PHONE NO.
CONTACT
TRADE #3
PHONE NO.
CONTACT
TITLE
SOCIAL SECURITY NO.
•
Savings
FULL NAME
FULL NAME (If more than one signature)
PHONE NO.
TITLE
SOCIAL SECURITY NO.
PHONE NO.
COST
$
The information stated in this application Is wan-antedtobe tnje. 1 am auSiorized on behalf ofttiisbusinesstomake this applicat-on and statement to enter into a lease with NMTC,
Inc. d.1)/a MATCO TOOLS and agree to pay accordingtotheterms as stated. MATCOTOOLS, as permitted by law, is hereby authorized to su
theinformaSon
contained in this application andtoreport and exchange credit information now and in the future concerning my performance of this agreemeni
Dale
Distn'bulor Name
Dislribulor Acct. No.
K.UE-MATC0 Financial Services* WHfTE-Disrributor • CANARY-Cuslomer
Mateo Form: SOLA-08/94
SOLA1
PHONE . MAIL • FAX
4403 Allen Road. Stow, OH 44224 • Fax: (330) 929-5026
N0.673- XXXX
NMTC, Inc, d/b/a/ MATCO TOOLS
MATCO
TOOLS
EQUIPMENT LEASE AGREEMENT
1) L E S S E E INFORMATION
2) L E A S E INFORMATION
Shop Name:
A) Term (In Months)
#
Attn. To:
B) Monthly Rental (Base)
$
Street Address:
C) Tax Rate (Percentage)
D) Tax Amount
%
(BxC) $
City/County:
E) Total Monthly Rental (B+D)
State/Zip:
F) Value Of Equipment (AxE)
G) Advance Payments (Ex2)
LESSOR INFORMATION
DIst. Name:
H) Remaining Balance (F-G) $
Account. No.:
1) First Payment Date
j
j
3) EQUIPMENT DESCRIPTfON
Item Number
Description/Serial Number
Sale Amount
$
4) CMRRFNT PAYOFF n i l F
NDTF/I FARF MIIMRFR
ffi
5) TOTAL AMOUNT TO FINANCE (3 + 4)
$
Made this
20
, by and between L e s s e e and N M T C , Inc. dba Mateo Tools,
day of
"Assignee". 4403 Allen Road, Stow, Ohio 44224. The equipnnent subjeci to this lease will be used lor business or
ccmmercial use only, and v/ill be located at the address alDove, unless Lessee and Assignee agree otherwise, and
in writing.
Both parties hereby declare and understand that no agreement, written or verbal, exists modifying or altering this agreement, or has been made a s the inducing cause for the execution ol this agreement, and Lessee acknowledges that he
has read this agreement before signing and understands the terms thereof. (See reverse)
B V EXECUTION OF THIS AGREEMENT LESSEE ACKNOWLEDGES
RECEIPT OF ALL GOODS LISTED
ABOVE.
SIGNATURES
Lessee Name {Shop}
Date
Guarantor's Name (Prinl)
Rsv. o&cz
Lessor (Distributor)
Date
Lessor Name (Print)
Date
Assignee (Malco Authorized)
Mateo Tools
4403 Allen R o a d • Slow. O H 4^224
800-433-7C98-3 • Fax; 330-926-5322
(2/ BLUB COPIES - Uaico, niMndal Services . WHITE • Dislribulor • CANARY.
L»tm
Date
rERfvlS AND C0NDiTI0r>JS
I. ir,!3 --jise.-nenl s-isciivc cn Hie oa\2 i.is Eqji-rr.anl Is sliriisii '.0 L'le Lessee
ar-d iîM
21 il^.e eiît! c! Ihe periia si,iC:li-i o-i Ine 'Jvj'sa rsrô: or
?. r-s A^jiemenl is U:n lor me fteriQC anci nai :j!;;ct
or ^-îi-v'.Oiki.ng w.s.
II. Lsssae sliaC i(id--T.n:h/ a.nd lold Lessor horrr:!=i3 fo-m any iialinty cl any kind
3?iS!ig ou! cr Die pcssession. mslrîanancs. -jsa, cpsr^liao andcr -shia of i'^
Isiicd Equiiîant. -.v.êjiei' d^laciivs c-r .TOI.
ro 5ny oediiiSiors becay-e t2- Tê [i-'s \o l-'e Equipmera heiei'i leassd and lo EU r^placsirênls or s;.DSii'.jiiCn''.s
ifiErsior i; sn sncfl 'SirsT,, ID le£:or.
3. In3^:3.v5 - T.-g
sr-rii
-^sponsitê !of y:ov:ciirg i';s.f2-^;e covetsgs
ir^T^ ^ ~
y;^ c_;rr =t jjcaciîle Eo ll'ia ,E=SCI. pc.;-c!."c; T-'e i.ti';'ji .;g?.-!i3;
:J
l abililv or !iJ33 ••'i-li.y iig a Si^d inBii and sr ;cr! .:o^'0•a3e bssea
;he
'
-^-jni viKi;
^;:.:Lr; : M
'âii'i::^ l^s Lasso:- as
l^ss ssyjc end
;;;v::^jj iû;: 1 =:;! .^1 3 " ; ; ! Icji
d^r£li:yi ol . s A^ Svi-'irii :ird
fvjii J;..-i;j'. .Essor .-. :^ Jroo! o( -:J:II ec'.ofaije. ~!.c- '^•-"i.n n \ ;-v\s cl
l^5 :!::L]i.:-e l i l t
aie i.Cjt;; la :e. ;iv tr.-j c-i:j:.fr.soi c^ ir\;
:efiT of
'••••e 'i;:^s:r!;''.r . [-m :-.^--:e i-cri! :fi3 Lesser:« i^; Lasses.
4. LESSEE AG-^t£5 TO LOOK SOLELY TO TriL y.y;Li.=.ACToREri OF THE
LE.AS=D .-SOCUCTS •^'ITK RESPECT TO ANY CLAIM 0 ^ UAElLlT' 6ASED
CN .y^;Y E:-.?^SESS CR !?.'.=L!ED •A'ASF.iJ-gTV OR ANV REFiÊftNT.ATION
13, Lasiea agrsss ic execute Imancing sisienenls evidarcing Lessor's \ibSi^\(ii
Ci>'E-sh;p r'.G'ehl n
Eq. ifîrenl ivl-.rch !.".e Lessof wi: l:'e v.îlr ihe ai.-pio;<^3;e
3J..1C!'J53.
:4. - e i f j e agrjjs t s i ine Eqîp'rrenl cshiera-;! lo
•,^;alioT s;-;c!£C a'sova
v.nlch :i l.sssse s irujiieis aoJrass. shall :icl te -^^.-.z.c-i ir.c-'ei.c-T. -..-rlioi-l 11^3
Liises's p'icr v;ri::en ccnsanL LtSsea rj'i:"iar 59 ees lo gi/e Lessor In^.n'cciala
ncUce or any la.y 2Ua!i-p:ed ..pen c; !;5t:!iry Ij ;;izure ol said Ecji::!:e.il. end 10
i.^JariMiify Lessor againsi ail 'oss and 'Ja.Tagas caL.'S:d by a.Ty SLJCT aciion. Lesser
S.'icH
:-re p.f.i'ege at all (..TOS cl ei;:-;."!^ any buMinQ ci kxslion ^.-.nare 5.^^
Eiiuipnara is bairxj used lo; ma p'jrposs or iiispici.i-on ar-J leserves iiis fiii-ileaa 0!
rsrncving s.iid Eqj p(i:e.H 'onliv.i;ii if. in lessor's cpl.nio.i. il is jsiiig ovifloadsd or
i5xeG b;yoTvJ ils capscily O' in any mannct Se nc abusei cr neglsctsd.
L V T H E V ^ . - ^ L r - C U R E R IN CG'JNECTiON T H E H E W S T H . . E S S C R
^r-•;E^; fiO vvAsrîNTv EXPRESS OR :MFL'EO. ^cî A^JY RE"PEEENTA-
ncN •;o':0E-.;!iN3 '^Ê .EASED PF.C^.-CTS- ^NV •ivA.^nA\r'' ccr.cEnN.NG
^ p;n;T jL.LAr PJ=-CSE CR VE?C•^^,!•;•:-EILIT' ^:Ê
. .,iv^rA.:TJ.".Er:. ,\.C'i ;;:-tL;. .ESSCE. EE Lr.-SLE FOP. ANY CAI-.-A:,-.ES
y^L'FEr:C ^^r'
IN CC-ii.EC^'ON "r-EiÊVvi""r-i 0 ^ .^.S A iÊ^LLI CF
. ^ i - E S S r C E ; E ; 5 I O N c r i ;,SE CE THE -=O0JCTS ^VÊTnEH
Â-z/ûEv M/;y
(;n:v~ECi.!E'lT|iL. rNC:!jENT;-L. SPECIAL C^ÊCT.
.:^C:!=ECr Q R OTHEN/VISE.
5. Lesssn it iTsr.ijfiîW^ (or ill :.^3:r;[eiiG;ics arid .~='nair s^.pî'ês
£q;;ip'
iii5n: and is li-q. i.'c.i ic iiaintsl.T ssid Ec.iric;r.eril in ±€ Sr.:^= caidiilon as •.•.her>
j::>p£d io u by Ltiso'. '.o pay Icr i l -iiî.^gts ic ;r-= Eci-icirneo;. s^d lo reiui.T
i.nr.3 ::1 as g.ô^ CC.IJ L J I I 53 .••fiSr; il": Jp5C- -.0 :1 P'/ LeS50r. B li e ;iCi2C9 !i!e ct
l--;scn .-f-xA arvi C!c\pzry :.=?.! Br«i :=j( c-ic&^ted, and iC pay 2ii iriijjiil.
•:F: :.ri3;i;r, ij;c':3j;. rayft^S. c^:iê, 0' oisis: cnarc;s " i : ;sl said EîLi.iTCi-t
15. Should i.5S:ee fail to r-ijiiG a:'.y c3yn'.e.:| v.'.-.sT d:is Of •'ai! to majiiain aiid
o:er3'.e i.-,s Equpîe;!' gcjd.
?.nc ser.i.sable co;K!i:';n and !i! o' ;.se as
ovicod lice::''- 0; vio'iie ni'.y ^-.'O-ision h.a.'aef. cr 'sil to ^Tâi.itain
:3Tj;;;d
i;;L"aiC€ cneraga. cr L>3C0ir.£
-ilv.pi or a recsivs' or assig:
.•>p:\-:v.-d
LESEsea bLixess. ci sncld L m o a caJaui! ^n ^ry ;?.M'.6.'i 0: prx.c.pal c >is est
on. or any oiri=r taj.vo-t 01 'Oi'ey
?.".y c.'ier cbSgalo or e;e.vai;'e
p,=..-al:;3 io :!;e Lessc: c any rl .is aye.MS cr i-;..iHl:d XTpanies. Tier; Lesser ir.av
m/nec.ildy ;;r;-i".3'.e '.-.IB laase, .a!-:? rcsssssiin cl ii-.^ sBic tG'j:pr.£ni Kiihoi;:
v^CM'iirx; table i c Iresjass. ei'over all lease âyniints due,
d.^nayes Icr any
in.-ry !o Ihs E&j:p:ne('i. ncnial wear a.'d ;eai excep'eir, all =).psnses ol retyriilre
riie same, rrx:lL'd:r.,j reascr'-atle aricrney's tees, plus any del'ciencias '.•.Hwch may
'ama/n an ar.y of 'Jid a-cre^nejilrorigd oM-galions.
13. In case Eny ruatier is wrillen or l\ped inio ihis prnled .A(;re=ri-.sr.l. Lil^,ef ihan
SLch as is r-acessary !0 i ll ;''.e olar-i;; proviasa. suc^. r'la'îer
ê dssniec an
atiziion to ihe Ap'is
siid il Is spec: lie aiiy •ji;.-ar5;o:xl ai>d aoroers 1I-.31 Sucii
aiicad i':'allef is no: : •:endsd to al:ar 'ha msenv-g or -nlfniic.o 0! roe sriniar; rlai.iss
iiie ccri.aci/ 2nd h case o" c-j;'l|.cl e-.J i^^cs'isisrcnTy tfiwasn rl e p'.nico poi-.ion
-1 •
-VM :;•) 01 vtTd a;i"i'c s. ;iia ^;.:Med po-iici ;!:a!! coTfol. a a any i^r:\:n
•:r r-jCi'ii :::-.i5~ n ccVlict • ••.••.^'.'i Si'all ba vo;ci.
i~. c":!" uesi;' i!:a i m t - ^ .v^ras r.a. i c -!--:!jr taion ol rîs .A:.i;e;nfir t-iajl Lê
r;
jpcn •.'f.fiTi ;r ;i!her c.' in;-n'. -..r'Hi i j c l ! .T.;::ir.ca'j;ri5 sr.all 1;^ ^n iv.'iL.ng
5 Air.vsi c> EJCf^ E:,j |;n:nt ar p.rr cl jiC^îaU;;:! arc ii.ijiS cl LC;!K= osyjci ar.j ciii'j si.cof-;ea in -v iirg.
'.j i^.e cxiîlion if.ereol •.•.•i^h;ii -iS ."iOmS ot ifrjv.-J ..r i c;'.=;:i'jis oCi.n;.'.i3;^;rr.en'.
lhat i.-.ie tqu-pr;!;!!! ; JS •:.?;n i;ccs[;;=c and rc-u^j in gccd. SAIS and jervicsalilE 13. Lessor or ils acjen:: iiiav ii'spâc: sîj Equipment at any reasonaoi? lirris a.id, li
in i;s opr^n or the cpLiion ol ils j.gani. tiie oiovisicis oi ihis Agreeu'en! aê noi
;j!3ii;crt
Wi ioi uli.
be;nc ccri^phed wiih or ihe Equ-preni i; in (langsr râcajse ol any comJiiion. Lpsscr
rTuv iakc Fossessic.n 0: a-id ramovs ircm the po££e5sion cf Lessee .Yit-'.oul lecia!
7. In :re i\trt o; nc-iice lo Lessof Hy LEssaa iha; i:-.; E::rn.v2ri is ncl m gcoa.
p.'Gcess. ai Ills evpanEG ol Lessee. Ihe Equ-pmeii-. lip.-sip. nenlioned. Lessee
s,il; and J6!v.c:dcls c^.':ai: c;i i-nd !ii lo'
. pen ]'.s arrivîl. Lesso; si-iall :iava ine
p'oviclmg
Lesso: 'ior hat pj'pcse i;nobs'.'uwac incrsss E':d eciess.
• •j]. lo pL:r sa d E7,:.!i.'jg'!! in gcoc. sa'a a"d ES;vlc£5E!a ccdliir.n anc fi (or usa.
.viinin a r^^s-^ngb a l'r-,3. or ;v rîcil 1!;=
19. Tiia on-iss-on L'y Lesso; a; any lire to enrcice any cala-jll or right ressnvec :o i;.
Cl io -ecLiic p=ii\;:'na':e oi a-.v •:' iiia :erri5. f.jveranis cr ^lov.sicns hereol by
8, Leaser
- l^C! L i :î:::a O Le;5£e ror y 035- Oi'ly
:.=n-iâ ol a-y fcnj
Lcssas ai liie :!îe desig.-arc'-d s*;.)!' ro: bs a -..siver .oi a'y sar-i c';'2.:li o' iif;hi to
•.vl-LessO:' s air ll^d. ner E".,=I; it ifi any way afiacl li-e rlg-.i of .essor !o Eiiro ce
sjc.'-- orovs.on5 •.•ê.ejiier. "ha •e.'nao.as ol Lssso: are cjT.'j-a:r>'e. no; :!ie;ri,îiva.
.1 •£) ih.s e.ilfy 0; ludci'sni ov co:''la;£'0:i or iTl-sn-ioS end ihe issoanje of t»eci;'.ivn
5. Ali r.oi 0? Ic-s; c:
.-.-i^r-^/^^ lo
E j-..ro:rian:. i::-Jev.!s| cr :;".s.v.s&. sliall ce
rpr ijr'.pa:c tease psynaiUS or o'tisi sisrr.s lo
pare ha:5'j."der by Lesse-j 01 at;y
r iTO il/ 1.03;=S. T:.= [OSS, i'^j-jr-j' ;r deiîUCliOr. cl '.'-3 E: J j-'ir^;::! ir.sil '.3i rilaass
pan :^.?:BC!. siisll in no r^ymsr alleci any of i.essci's cL-'Sf i.grls !'crtL:iw£:. Lessor
::' ii^:iii Lîiea s abiirjalicns 'leê-jridei.
may eêrcise ell le.Tii-Jfa si.iiLltanecLSly, mrsiiani 10 Lhe larris .i-ireol. and any
suc-^ acion shail n:-t cp^rai-? 10 release L&Jjea. a.n'jl -sis ivll ari'iunl ci ihe lease
lO. r.£H;ef. ^-êes lo :o"ply v.irh all riv.r^cipal, Eâia a x :sa=rE;j Li.v; r=if,;;,-\i a
psyr-e'Ts
due sffd all cltisr Sutiia 10 he I'aid h^;su,Td:t have taEi: oiio.
ii= JrÊ.'iiion of sara E:;.: p.T-E-''l Siid io oF.y £-1 tsies. CG5l;. s^-i enpo^ses ol eve"/
F::-:e-.3r v;r.:-,5:or=a
rr-voMr.rj iMa NSS O; :£?ra:!an
-.i-.i e?,;-p!T tri ra
'_ss5s;.
:o piy 51! :s,jSl asiessn-.er:;.
ci M'c cn^xas •.-ric". Tay oe
v;:^ Eq,:::!:s;ii l^^li!e in .-.K {•-•:;s5?sion c' ::ie
M.?:a 3p;;^:cs !,', Peisc f l Prr.;jriy Tax is I'.c:;:r-.p-,.:en ;•. lAr.ii.z ' : n l f .
:;5ii ;y ihs -i-aSEea, ^r.lco
VVrsi; ihf iiiU l3fni 01 ire Agrserciil rias z-B^r. con^pleâd, Lesser i.-^ll. if so
:aqjgsi&o by :.S:S£e ••'.iliim I'llny (oOj days a:iE- =j:n cOTinlaiio;'. iâr' er anc
assign Lossae. ;or rha Si.n' 0' .SlOO cr 1?= v iha vaiLS or squipiran:' [line 2Ei
.îi.s S1.31}. •-.•iirhe.sr :S !e£S, a l C L;aso;'= siCi.M^- '!a;s=| and -.gii! a.i'j li'.-a :o
• i ' ; Equ crria ii. .'. Ine Lsssea v. i'ês ro , L.-ctiaê ir.e Ecr ipn-^nt pror :o co.-n,-:'2; in
0- ;h= j'l isriii 0! ;he .jc Tenani Lessor
naKe SL.ch ;raiisr=r anc assigi'ineni DV
;cn pj-ri; a caycil 00 i'-e ismair'i.-g balance i.'âssi; on Ihe rJa oJ 75 5.
APPENDIX D
EXHIBIT O
MATCO TOOLS
^LATCO DISTRIBUTOR BUSINESS SYSTEM
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT
Mateo Tools ("Mateo") agrees to provide to:
Distributor Name
Distributor #
Address
Cit>% State. Zip
and the Distributor agrees for good and sufficient consideration to license from Mateo, one (I) copy of the
applications software system knowTi as the Mateo Distributor Business System ("MDBS Software") consisting
of computer programs and associated documentation, subject to the terms and conditions set forth in this
Agreement. Mateo and the Distributor are parties to a Distributorship Agreement dated as of
.
20
(the "Distributorship Agreement'01.
LICENSE OF SYSTEM: PERMITTED USE A N D COPYING.
The Mateo Distributor Business System is the proprictar>' property of Mateo Tools. Mateo grants a
nonexclusive license to the Distributor to use the MDBS Software in connection with the operation of the
Distributor's Mateo Tools business. Mateo will ship the MDBS Software object (Machine language) programs
(source programs not included) and documentation to the Distributor upon order ofthe MDBS Software by the
Distributor.
The Distributor may not sublicense, assign, sell, transfer or dispose ofany part ofthe MDBS Sofiware
to any person or entity. The Distnbutor warrants that the MDBS Soft\vare will be used only in connection
with the operation ofthe Distributor's Mateo Tools business, and will not be used for any other purposes. The
Distributor may make no more than three (3) copies ofthe MDBS Software, one for purposes of use on the
computer at his home or priman^ place of business, one for use in his truck, and one for backup purposes.
2.
CHARGES AND PAYMENT TERMS.
The current license fee for the MDBS Software and the first month's Systems Maintenance and
Support provided by Mateo is $799.00. Such fee is subject to change by Mateo from time to time. The license
fee for the MDBS Software will be charged to the Distributor's Mateo Tools purchase account upon shipment.
The terms for payment of the license fee are the same as the existing terms for payment of other amounts
payable pursuant to the Distributor's Mateo Tools purehase account.
Beainninu in-ihe-sccond-qtfafler of 2(i()9.-tlieroThcrc will be a one-time SlOO license fee for Credit
Card Processing Sofiware that interfaces with the MDBS Software. Tlie license fee for the Credit Card
Processing Software will be charged to the Distributor's Mateo Tools purehase account upon shipment. The
terms for payment ofthe license fee arc the same as the existing terms for payment of other amounts payable
pursuant to the Distributors Mateo Tools purchase account.
Additional Systems Maintenance and Support is available to the Distributor after the first month ofthe
term of this Agreement under the tenns and conditions set forth in this Agreement upon payment of Mateo's
then-current charges. Tlie standard annual charge for Systems Maintenance and Support in effect as of the
date of this Agreenient is $^49-UH).()0. but such charge is subject to change by Malco from time to time and
Matco/Sortwarc License .Agreement.'PK 5462.-1^
i
may, at Mateo's option, be substantially higher for systems not conforming to Mateo's required specifications,
including manufacturer, model, configuration and operating requirements. Annual Systems Maintenance and
Support charges will be added to the Distributor's Mateo Tools purchase account. The tcmis for payment of
the annual Systems Maintenance and Support charges will be the same as for the then—current terms for the
Distributor's Mateo Tools purchase account.
The Distributor's annual charge for Systems Maintenance and Support will continue to include, in
addition to the ^?4^standard annual charge7~^„of_$400,_an„additional annual charge of S400.00r if the
Distributor's system hardware and/or software does not comply^ to Mateo's satisfaction, with Mateo's PC
specifications, including manufacturer, model, configuration, operating system, virus protection and nonMatco-speeified use of third-part>' software and Intemet sites.
3.
T E R M A N D RENEWAL.
Subject to payment of the license fee set forth in Paragraph 2 and compliance by the Distributor with
the other temis of this Agreement, this .Agreement will remain in effect for a period of one (1) year from the
date that the MDBS Software is shipped by Mateo to the Distributor unless tenninated by either part\' in
accordance with the terms of this Agreement. Subject to payment by the Distributor of the aiinual Systems
Maintenance and Support charges and compliance by the Distributor with the other terms of this Agreement,
this Agreement will automatically renew and continue to renew for successive one (1) year periods unless
terminated by either party in accordance with the terms of this Agreement.
4.
SYSTEM HARDWARE.
The Distributor is required to purchase a new (not previously owned or refurbished) laptop computer
with a full 3-year wanant\' described below meeting the exact current MDBS specifications without exception.
As of Januaiy 1, 2009, the MDBS Sofiware is designed to run on a Dell Latitude, model E6500 computer (a
"laptop") with a minimum of 2.4GHZ processor, Windows Vista Operating System, Trend Micro PCcillin
Anti-Vims Software, a 3-year extended on-site laptop maintenance, a mininium of 4 gigabyte of R A M
memor>% a 160 G B hard drive, a CD-RW/DVD-ROM drive, at least a 56K baud modem, a network port,
802.11b wireless, a deskjet printer, a Mateo specified 40 column receipt printer, a Mateo specified barcode
reading and label printing equipment, and a Mateo specified credit card swipe device. The Distributor will be
responsible for acquiring and maintaining access to the Intemet through an Intemet Ser\ice Provider in order
to communicate with Mateo. Cable or DSL connections are preferred. In addition, the Distributor is required
to purchase a cellular communications card and ser\'ice in order to connect to the intemet while on their route.
The MDBS Software documentation contains a list ofthe minimum equipment and additional recommended
equipment. Except as expressly set forth in this Agreenient or the MDBS Sofiware documentation, Mateo
does not guarantee or warrant the successful execution ofthe MDBS Software on ever\- particular brand and/or
model of computer. It is the Distributor's responsibilit\^ to handle all equipment hardware/wairanty issues
directly with the equipment manufacturer. Mateo is not responsible for hardware reliability or service. The
above standards are established solely for the purpose of optimum MDBS software perfonnance. System
Hardware requirements are subject to change. Refer to the then--current MDBS Equipment Order Fonn for the
most recent requirements.
The Distributor will be responsible for acquiring and maintaining the computer hardware and
manufacturer's operating system software required to execute the MDBS Software. Except for the MDBS
Software, the Distributor will have sole and complete responsibilit>" for: (a) acquiring, operating, maintaining
and upgrading its own computer hardware and software; (b) the manner in which the Distributor's systems
interface with Mateo's systems and those of other third parties: and (c) any and all consequences that may arise
if the Distributor's systems are not properly operated, maintained, and upgraded. The Distributor is
responsible for acquiring and maintaining an Intemet email account and must promptly notify Mateo's
Custoiner Service Department of any changes. This account must be established prior lo attending the newdistributor training class and must be clearly noted on the attached MDBS Infonnation Fonn.
Malco'Sottware License .Agreement/PK 5462.-U
2
-The Distributor is further responsible for entering the shop, customer, tax rates and other data needed
to run the MDBS Software.
5.
CONDITIONS TO ELIGIBILITY FOR M.AINTENANCE AND SUPPORT SERVICES.
In order to be eligible to receive Systems Maintenance and Support services from Mateo, the
Distributor's copy ofthe MDBS Software must be umnodified by the Distributor and maintained to the latest
update level specified by Mateo, and the Distributor must not be in breach of his duties and responsibilities
under this Agreement.
6.
MATCO'S MAINTENANCE AND SUPPORT RESPONSIBILITIES.
Maleo will make on-call support available to the Distributor on office working days dming the
standard hours of 8:00 a.m. through 4:30 p.m. al Stow, Ohio. Distributor calls for support will be forwarded to
the Mateo support staff An individual from the Malco support staff will provide a response to the Distributor
within a reasonable period of time. All notices of errors or malfunctions must be clearly stated by telephone or
in writing by the Distributor and must provide details sufficient to diagnose or reproduce such errors.
If the Distnbutor notifies Malco of a suspected error, Malco will use all reasonable efforts to confirm
the existence of and correct sueh reproducible error by exercising standard test progranis and taking necessarv'
corrective actions. If, in analyzing a suspected error in the MDBS Softvvare al the Distributor's request, Malco
detemiines that no error exists in the MDBS Sofuvare program logic and/or documentation, and/or if the
program malfunction is due to the Distributor's alteration ofthe MDBS Software, and/or if the Distributor is
using computer hardware other than specified or approved by Mateo or if the laptop computer is infected with
viruses, worms and/or spyware of any nature, Malco will proceed with further efforts to diagnose and correct
the malfunction only ifthe Distributor agrees to pay Mateo for its time and efforts at Mateo's then—current
rates. As-of-Febnjaiv L 2()<i9. theThc current rate is $50/hour.
Maleo will from time to time review the MDBS Software for improved functionality and operaling
efficiency. Mateo will, based on its own judgment, make such improvements and enliancenients to the MDBS
Software from time lo time as il deems appropriate. Mateo will provide to the Distributor, on a timely basis,
the updated software and documentation necessary' to enable the Distributor to reflect such enhancements and
improvements in the Distributor's system. Mateo will also provide to the Distributor, as updates under the
temis of this Agreement, any program logic and documentation changes made by Malco lo correct any proven
reproducible errors in Ihe MDBS Software whieh eause the MDBS Software to deviate materially from the
specifications for that system.
Any changes to MDBS Sofiware program logic made by Mateo under the terms of this Agreement
will be provided lo the Distributor on media specified by Mateo. The Distributor will pay the cost of the
media, including shipping charges. The charges for media and shipping will be added lo the Distributor's
Mateo Tools purehase account upon shipment.
To ensure perfonnance and software compatibility, the use ofthe MDBS computer and sofiware shall
be restricted to the Distributor's Mateo business related functions. For example, the MDBS computer shall not
be used lo browse the Internet for personal use, it should not be used for gaming, and olher third-party software
should not be loaded and executed on the computer.
7.
LIMITED WARRANTY.
Malco hereby warrants the MDBS Software for a period of ninety (90) days from the lime of shipment
to materially conform lo the specificalions described in the documentation in the shipment. Within the
warranty period, if the Distributor finds that the MDBS Software does not materially conforai lo the
Mat CO Soil ware License .Agrccnicnl/PK 5462.14
3
specifications, the Distributor will promptly provide Malco with sufficient documentation of such
nonconform!t>' such that Mateo can reproduce and verify the same. Mateo will, within a reasonable time, upon
ils confirmation of the nonconformit\', provide the Distributor with either instructions for correcting the
nonconform it>' or an updated copy ofthe MDBS Software that is free ofthe noneonfomiitv'. In the event that
Mateo is unable to accomplish any ofthe above, it will accept a retum ofthe nonconforming MDBS Software
and fully refund to the Distributor the license fee paid. The foregoing will constitute Mateo s sole obligation,
and the Distributor's sole remedy, for breach of warrantv'. Mateo's warrantv' is conditioned upon the
installation by the distributor of any and all updates to the MDBS Software provided lo the Distributor by
Malco and the Distributor's compliance with the terms of this Agreement.
EXCEPT FOR THE EXPRESS LIMITED W A R R A N T Y SET FORTH A B O V E . MATCO HEREBY
DISCLAIMS A N D DISTRIBUTOR HEREBY EXPRESSLY WAIVES, A N Y A N D A L L OTHER EXPRESS
WARR.\NT1ES A N D REPRESENTATIONS OF A N Y KIND OR NATURE. UPON T H E EXPIR.\TION
OF THE EXPRESS LIMITED WARRANTY PERIOD SET FORTH A B O V E , MATCO DISCLAIMS, A N D
DISTRIBUTOR HEREBY EXPRESSLY WAIVES. A N Y A N D A L L IMPLIED WARRANTIES.
INCLUDING, BUT NOT LIMITED TO, A N Y IMPLIED W A R R A N T Y OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL MATCO BE LIABLE TO DISTRIBUTOR FOR A N Y SPECIAL, INDIRECT.
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS.
IN A N Y W A Y ARISING OUT OF OR RELATING TO THIS AGREEMENT. WTIETHER IN C0NTR.4CT
OR IN TORT. IN ADDITION, i\L4TC0'S LIABILITY TO DISTRIBUTOR FOR DIRECT D A M A G E
ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL IN NO EVENT EXCEED THE TOTAL
AMOUNT OF LICENSE FEES AND A N N U A L SYSTEMS MAINTENANCE A N D SUPPORT CHARGES
A C T U A L L Y PAID B Y DISTRIBUTOR TO MATCO UNDER THIS AGREEMENT.
8.
CONFIDENTIALITY.
The Distributor will not disclose the MDBS Software lo any person other that the Distributor's
employees who have need to use the MDBS Software in conneciion with the operaiion of the Distributor's
Mateo Tools business. The Distributor will not alter or remove any ownership, trademark or copyright noiices
from the MDBS Software or any associated documentation.
9.
DEFAULT: TERMINATION.
Either party will have the right lo lemiinate this Agreement upon thirty days' (30) prior writien notice.
This Agreement will also tenninate immediately upon the temunation or expiration of the Distributorship
Agreenient. In addition, this Agreement and the license granted hereunder may be tenninated by Mateo on ten
(10) days' vvritten notice if Distributor defaults in the payment or perfomiance of his obligations under this
Agreement.
In the event of termination ofthe Agreement, the Distributor will immediately cease using the MDBS
Software, aiid will immediately retum to Malco all copies of the MDBS Software and documentation in ihe
Distributor's possession or under the Distributor's control. No refund of any fees paid by the Distributor
pursuani to this Agreenient will be owed by Mateo to the Dislribulor in the event of the temiination of this
Agreenient.
10.
MISCELLANEOUS.
This Agreement vvill be govemed by, and consirued and enforced in accordance with the laws of
Ohio. If aiw provision will be held invalid or unenforceable, such provision will be severable from the
Agreenient tHid will not be constmed to have any effect on the remaining provisions.
Malco'Software License .Agreement/PK 5462.-}5
4
03i^.iiA'^29:\(>
11.
ENTIRE AGREEMENT.
This Agreement sets forth the entire understanding of the parties and supersedes any and all prior
agreements, arrangements and understandings relating to the subject matter hereof and the terms and
conditions set forth herein will prevail notwithstanding any variance from the temis of any written order
submitted by the Distributor. No representation or inducement has been made by any partv- which is not
embodied in this Agreenient, and no partv' will be bound by or liable for any alleged representation or
inducement not embodied herein. This Agreenient will become effective only upon execution by the
Distributor and approval by Mateo and may be modified or amended only by a vvriting executed by both
parties hereto.
FOR STOW, OH OFFICE USE ONLY
DISTRIBUTOR
MATCO TOOLS
Date
Signed
Date Signed
bv
by
Signature
Signature
Title
Name - Printed
Matco Software License Agreenienl/PK 5A62.-\5..
?
MDBS INFORMATION FORM
( ) Email Address
(It is very^ important to print legibly)
( ) Cell Phone Number
( ) Cell Phone Provider
(for text messaging)
( ) Intemet Provider (ISP)
(provider and mode - Cable, DSL, Dial-up)
( ) Check here to confirm that you have purchased the Mateo Computer Package
RETURN THIS FORM WITH THE MDBS LICENSE AGREEMENT.
Matco/Software License Agreemeni/ PK 5462.-?^
6
03!^(i4i^29/UJ
APPENDIX D
EXHIBIT P
GUARANTEE. INDEMNIFICATION. AND ACKNOWLEDGMENT
NMTC, Inc. d/b/a Mateo Tools ("Mateo") and
^havc executed a
Distributorship Agreement dated
(the "Distributorship Agreement").
As an inducement to Mateo to execute an .Assignment, Assumption and Consent Agreement dated
1 (the "Assignment Agreement") for the (i) sale and transfer of the assets of the
distributorship by
to
, Inc., and (ii)
assignment by
to
, Inc. of the Distributorship
Agreement, the undersigned, jointly and severally, hereby unconditionally guarantee to Mateo and its
successors and assigns that all of Distributor's obligations under the Distributorship Agreement will be
punctually paid and performed.
Upon demand by Mateo, the undersigned will immediately make each payment required of
Distributor under the Distributorship Agreement, including damages, costs, and expenses owed by
Distributor, payments due under any indemnification or claim for reimbursement, and all other duties and
obligations that are susceptible to being satisfied by payment. This Guarantee is a guarantee of payment,
and not of collection- The undersigned hereby waive any right to require Mateo to: (a) proceed against
Distributor for any payment required under the Distributorship Agreement: (b) proceed against or exhaust
any securitv- from Distributor; or (c) pursue or exhaust any remedy, including any legal or equitable relief,
against Distributor. Without affecting the obligations of the undersigned under this Guarantee, Mateo
may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of
Distributor, or settle, adjust, or compromise any claims against Distributor. The undersigned waive
notice of amendment of the Distributorship Agreement and notice of demand for payment by Distributor,
and agree to be bound by any and all sueh amendments and changes to the Distributorship Agreement.
The undersigned hereby agree to defend, indemnify, and hold Mateo hannless against any and all
losses, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attomeys' fees,
reasonable costs of investigation, and court costs) resulting from, consisting of, or arising out of or in
connection with any failure by Distributor to perform any obligation of Distributor under the
Distributorship Agreement, any amendment thereto, or any other agreement executed by Distributor
referred to therein.
The undersigned hereby acknowledge and agree to be individually bound by all of the ternis of
the Distributorship Agreement, including, in particular, those contained in Section 9 and Section 11.8 of
the Agreement.
This Guarantee shall teiminate upon the termination or expiration of the Distributorship
Agreement, except that all obligations and liabilities of the undersigned which arose from events vvhich
occurred on or before the effective date of such termination shall remain in ftill force and effect until
satisfied or discharged by the undersigned, and all covenants vvhich by their terms continue in force after
the expiration or tennination of the Distributorship Agreement shall remain in force according to their
terms. Upon the death of an individual guarantor, the estate of such guarantor shall be bound by this
Guarantee, but onlv for defaults and obligations hereunder existing at the time of death; and the
obligations of the other guarantors will continue in fill! force and effect.
Mateo fiiiaranlee/PK 5459.1
PagC 1 o f 2
The undersigned shall pay Mateo for all costs and expenses (including, but not limited to
reasonable attomey fees and court costs) incurred in any action related to or arising out of this Guarantee.
Enforcement of this Guarantee shall be govemed by the terms and conditions of Section 12 of the
Distributorship Agreement. Unless specifically stated otherwise, the ternis used in this Guarantee shall
have the same meaning as in the Distributorship Agreement, and this Guarantee shall be interpreted and
constmed in accordance vvith Section 13.3 ofthe Distributorship Agreement.
Any and all notices required or permitted under this Guarantee shall be in writing and shall be
personally delivered, sent by registered mail, telecopier/facsimile, or sent by other means vvhich afford the
sender evidence of deliverv' or rejected deliverv-, to the respective parties at the following addresses unless
and until a different address has been designated by written notice to the other partyNotices to Mateo:
4403 Allen Road
Stow, Ohio 44224
Fax. No. (330) 929-4972
Attn: Thomas M. Hill, Treasurer
Notices to Guarantors;
Attn:
Any notice by a method vvhich affords the sender evidence of deliver^' or rejected deliverv' shall be
deemed to have been given at the date and time of receipt or rejected deliverv .
IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee, and it shall be
effective as of the date of the Assignment Agreement.
GUARANTORS
Name:.
Date:
Name:.
Date:
Malco Guaranlee/PK 5459.1
Page 2 o f 2
APPENDIX D
EXHIBIT Q
MATCO WEB PAGE AGREEMENT
This Agreement is made as of this
IvnvlTC, Inc. d/b/a Mateo Tools ("Mateo") and
(the "Distributor")
day of
, 200
, by and between
BACKGROLTND:
A.
Mateo is the owner of a website with the address "MatcoTools.com" ("Mateo Website").
B.
Distributor desires to obtain a subpage on Mateo's Website.
NOW', THEREFORE, in consideration of the mutual premises set forth herein, the
adequacy and sufficiency of which is acknowledged, Mateo and Distributor hereby agree as
follows:
I.
Definitions.
1.1
Distributorship Agreement - The agreement between Mateo and Distributor which
gives Distributor the right to operate a Mateo Tools mobile tool distributorship under Mateo's
system.
1.2
Distributor Subpage - A web page that is linked to Mateo's Website, with a direct
address ("Subpage Domain Name") which contains information specific to a particular
Distributor.
1.3
Internet - A wide area network connecting thousands of computer networks in
industr>', educafion, government, and research.
1.4
Internet Policy - Mateo's policy regarding all aspects of the Internet including but
not limited to policies regarding the use of Web Pages and Distributor Subpages, as the same
may be in effect from time to time, the current form of which is attached hereto (Attachment A).
1.5
Names and Marks - Mateo's names and marks as identified from time to time in
the Distributorship Agreement and in Item 13 of Mateo's franchise offering circular or elsewhere.
1.6
Web Page Policy - Mateo's policy regarding the use of Web Pages and Distributor
Subpages, as the same may be in effect from time to time, the current form of which is attached
hereto (Attachment A).
Malco Web Page Agreement PK 546L1
2
Term.
The term of this Agreement shall commence on the date first entered above and shall
continue until one of the following events occur:
3.
(a)
The Distributorship Agreement expires and is not renewed;
(b)
The Distributorship Agreement is terminated;
(c)
The Distributor Subpage is discontinued or terminated;
(d)
The Internet Policy is withdrawn or cancelled; or
(e)
This Agreement is terminated or cancelled by Mateo or Distributor.
Development of Distributor Subpage.
3.1
Mateo agrees to create and develop a Distributor Subpage pursuant to the Internet
Policy. Currently, the Distributor Subpage will contain two (2) pages: (a) the first page will be
the Distributor "home" page with information regarding the Distributor, and with e-mail
capability to communicate with Mateo and with third-party visitors to the Distributor Subpage;
and (b) the second page will contain material of the Distributor's choosing, subject to compliance
with Mateo's Internet Policy. Distributor shall provide to Mateo all such information requested
by Mateo, in the form and at such times as specified by Mateo, as Mateo deems necessary or
desirable to create and, if necessary, update the Distributor Subpage.
3.2
Distributor represents that it owns, or will own, or will have a license to own, all
information, data, graphics, or other material that it provides to Mateo ("Content") to use in or
include on the Distributor Subpage. Distributor hereby grants to Mateo a license to use all such
Content. Mateo reserves the right to use all, some, or none of the Content provided by
Distributor.
4.
Ownership of Distributor Subpage.
The parties agree that:
4.1
Mateo shall own, operate, and maintain all Matco-related websites and all
Distributor Subpages. Upon the termination of the Distributorship Agreement or this
Agreement, all related Distributor Subpages will be terminated immediately.
4.2
Mateo shall retain ownership of all domain names, including all Subpage Domain
Names, during and after the term of the Distributorship Agreement. The Distributor will cease
using its Subpage Domain Name immediately upon the termination of its Distributorship
Agreement or this Agreement.
Maico Web Page .Agreement-'I'K 5461.1
4.3
Mateo shall own all rights in and to any data and other information related to, or
that is provided to, or obtained by or on the Distributor Subpage or the Mateo Website,
including, without limitation, all clickstream data, customer or visitor data, computer "cookies,"
or logs of "hits" by visitors.
5.
Fees.
5.1
Distributor shall pay, as of or prior to the date of this Agreement, a one time
initial web page setup fee of One Hundred Ninety-Five Dollars ($195).
5.2
Distributor shall pay an annual maintenance fee initially upon signing this
Agreement and thereafter the first day of the month of the anniversary of the date of this
Agreement, and shall pay an annual maintenance fee on the same day each year thereafter. The
current annual maintenance is One Hundred Ninety-Five Dollars ($195). Mateo may change the
annual maintenance fee, on thirty (30) days prior written notice to Distributor, but such change
shall not be effective until the anniversary date immediately following the notice of such change.
Failure by Distributor to pay the annual maintenance fee, or any other fee due to Mateo when
due, shall be eause for termination of this Agreement by Mateo.
6.
Obligations and Acknowledgments of Distributor.
6.1
Distributor acknowledges and agrees that changes in Mateo's Internet Policy may
be needed as a result of legal developments, changes in technology, and other reasons, and the
Distributor agrees to be bound by Mateo's Intemet Policy as it may be revised by Mateo from
time to time.
6.2
Distributor acknowledges and agrees that if Distributor engages in any conduct
that is in violation of this Agreement, a breach of the Distributorship Agreement, contrary to the
Intemet Policy, or is otherwise illegal or improper, Mateo may suspend or terminate Distributor's
access to and use of the Distributor Subpage. Without limiting the foregoing, Distributor shall
not engage in any unauthorized conduct, "spamming," "mailbombing," "spoofing," or fraud.
6.3
Distributor agrees to comply with Mateo's privacy statement on the Mateo
Website, as it may be amended from time to time. The current privacy statement is posted at
[www, matcotool s. coml
6.4
Distributor shall maintain such hardware, software, Internet connections, and
other technological capabilities to maintain the Distributor Subpage, and to communicate
through the e-mail function of the Distributor Subpage with Mateo and any third party, in
accordance with standards prescribed by Mateo from time to time.
6.5
Distributor acknowledges and agrees that (a) the data, graphics, marks, and other
information on the Mateo Website and the Distributor Subpage are copyrighted and are protected
by U.S. and worldwide copyright laws and treaty provisions; (b) Mateo's Names and Marks are
owned by Mateo and may be used only with the express prior written consent of Mateo; and (c)
Malco Web Page .Agreemenl/PK 546M
this Agreement does not grant Distributor any express or implied right under any copyrights,
trademarks, or other proprietary rights.
6.6
Distributor agrees that any messages, ideas, suggestions, concepts, or other
material submitted to Mateo ("Submission") via the Mateo Website or the Distributor Subpage
will be considered non-confidential and non-proprietary.
Mateo may copy, distribute,
incorporate, modify, or otherwise use the Submissions for any type of commercial or noncommercial use. Further, Mateo is not responsible, and disclaims liability, for any Submissions
or any information or data transmitted to or through Distributor's Subpage.
6.7
Distributor agrees to immediately execute, acknowledge, and deliver any
instmments that may be necessaty to terminate its Distributor Subpage upon termination of its
Distributorship Agreement with Mateo.
6.8
In the event that the Distributor fails to execute sueh instmments described in
paragraph 6.7 above, in addifion to any other remedies of Mateo under the Distributorship
Agreement, the Distributor hereby irrevocably grants a power of attorney to execute such
agreements on its behalf to Mateo.
6.9
Distributor indemnifies and holds Mateo harmless from any claim or demand,
including reasonable attomeys fees, made by any third party due to or arising out of Distributor's
breach of this Agreement or the documents it incorporates by reference. Distributor's violation of
any law or rights of a third party, or any accidental or negligent act or omission involving the use
of or transmission of data or information over or through the Distributor Subpage.
6.10 The obligations of paragraphs 6.7, 6.8, and 6.9 above shall survive the termination
of cancellation of this Agreement.
7.
Operation of Website by Mateo. Mateo will use best efforts to operate the Mateo
Website and the Distributor Subpage in accordance with this Agreement. Mateo makes no
representations or warranties that the Mateo Website or the Distributor Subpage will be errorfree. Mateo disclaims ail liabilit>' for damages arising in connection with this Agreement, even if
Mateo has been advised of the possibility of such damage. Mateo's liability to Distributor under
this Agreement will not exceed the total of all fees payable by Distributor in any year under this
Agreement.
8.
Termination. This Agreement may be terminated by either party, upon thirty (30) days
prior written notice to the other party. Notwithstanding the foregoing thirty (30) day notice
provision, Mateo may suspend Distributor's use of or access to the Distributor Subpage as
provided for in paragraph 6.2 above.
Malco Web Pagc .Agreenienl/PK 5461.1
9.
Entire Agreement. This Agreement, together with the Distributorship Agreement and
related Intemet Policy, constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and all prior agreements with respect thereto are superseded hereby.
No amendment or modification hereof shall be binding unless in writing and duly executed by
both parties, or unless such change is made unilaterally by Mateo to the Internet Policy as
permitted herein.
10.
Governing Law. Regardless of the place of its physical execution or performance, the
provisions of this Agreement shall in all respects be constmed according to, and the rights and
liabilities of the parties hereto shall in all respects be govemed by, the laws of the state of Ohio.
11Severability. The provisions of this Agreement shall be severable, and if any provision
of this Agreement is held to be invalid or unenforceable, it shall be constmed to have the
broadest interpretation which would render it valid and enforceable.
12.
Further Assurances. The parties agree to take any and all further actions as may be
reasonable to give effect to the agreements contained herein.
13.
Counterparts. This Agreement may be executed in one or more counterpart copies,
each of which shall be deemed an original and all of which shall together be deemed to constitute
one agreement.
IN WTTNESS WHEREOF, the parties hereto have executed this Agreement as of the
datefirstwritten above.
Distributor
NMTC. INC. d/b/a MATCO TOOLS
Mateo
By:
Name:
Title:
Date;
By:
Name:
Title:_
Date:
Malco Wi;b Page .Agreement/PK 5461.1
ATTACHMENT A
MATCO TOOLS INTERNET POLICIES
DISTRIBUTOR WEB PAGE POLICIES
Distributor Provided Content
Goveming Policv
Tool - Pricing
New, current product
List or current MATCO Promo prices
New, discontinued product
List less 15% (typical Promo). Contact Distributor
directly if priced below 15% discount.
Used, MATCO product
Minimum is List less 40%o. Contact Distributor
directly if priced below cost.
Used, competitive product
Any price as determined by Distributor.
MotorSports - Pricing
Collectibles, excluding toolboxes
Current published List or Promo List. If Distributor
wishes to sell over List - contact Distributor
directly.
Personal Information/Bio/Comments -
No derogatory or other language that in any way
disparages the competition.
Shipping/Deliverj' Information -
No shipping or delivery out of the Distributor's
assigned territory or List of Calls.
Credit Card vs. Cash Pricing -
Discounts for cash are optional, additional charges
for credit cards not allowable. (Per regulations in
states.)
Competitive Product Sales -
No advertising for competitive product or non-tool
related products or services (i.e., multi-level
marketing plans Distributor may be involved in).
Malco Web Page .Agreement' PK 5461.1
MATCO TOOLS
APPENDIX E: DISTRIBUTOR DISCLOSURE QUESTIONNAIRE
As you know, NMTC, INC. dfb/a iVLA.TCO TOOLS (the "Franchisor") and you are preparing to enter into a
Distributorship Agreement for the operation o f a Mateo Tools Distributorship (the ''Distributorship"). The
purpose of this Questionnaire is to detennine whether any statements or promises vvere made to you that the
Franchisor has not authorized and that may be untrue, inaccurate or misleading. Please review each of the
follovving questions carefully and provide honest responses to each question.
1.
I first met vvith a Mateo Tools representative to discuss in detail the Distributorship opportunitv^ on
, 20__.
2.
Have you received and personally reviewed the Franchisor's Franchise Disclosure Document (the
"Disclosure Document") provided to you?
Yes
3.
No
Did you sign a receipt for the Disclosure Document indicating the date you received it?
Yes
4.
No
Do you understand the information contained in the Disclosure Document?
Yes
5.
No
Have you received and personalh reviewed the Distributorship Agreement and each exhibit attached
to it?
Yes
6.
No
Do you understand that the Distributorship Agreement contains a number of provisions that may
affect your legal rights, including required arbitration, designated locations or states for arbitration and
any judicial proceedings, a waiver of a jur\^ trial, a waiver of punitive or exemplary- damages,
limitations on when claims may be filed, and other waivers and limitations?
Yes
No
7.
Please insert the date on which you received a copy of the Distnbutorship Agreement with all material
blanks fully completed:
,
.
8.
Do you understand your financial and other obligations under the Distributorship Agreement?
Yes
9.
No
Have you discussed the economic and business risks of owaiing and operating the Distributorship with
an attomey, accountant or other professional advisor?
Yes
Maico FDD PK^4^^23_766.6
No
E-1
(Xi~.i.LHiui -29 10
10.
Do you understand the economic and business risks associated vvith operating the Distributorship?
Yes
11.
No
Do you understand that the success or failure of the Distributorship will depend in large part upon
your skills and abilities, the service you provide to your customers, competition, interest rates, the
economy, inflation, labor and supply costs, lease terms and the marketplace?
Yes
12.
No
Has any employee or other person speaking on behalf of the Franchisor made any statement or
promise to you or anyone else regarding the amount of money you may eam in operating the
Distributorship that is contrarv' to, or different from, the information contained in the Disclosure
Document?
Yes
13.
No
promise to you or anyone else conceming the total revenues the Distributorship may generate that is
contrarv- to, or different from, the infonnation contained in the Disclosure Document?
Yes
14.
No
promise to you or anyone else regarding the costs involved in operating the Distributorship that are
contrarv^ to, or different from, the infonnation contained in the Disclosure Document.
Yes
15.
No
promise to you or anyone else concerning the actual, average or projected profits or earnings or the
likelihood of success that you should or might expect to achieve from operating the Distributorship
that is contrarv' to, or different from, the infomiation contained in the Disclosure Document?
Yes
16.
No
promise to you or anyone else, other than those matters addressed in your Distributorship Agreenient,
conceming advertising, marketing, media support, market penetration, training, support service or
assistance relating to the Distributorship that is contrarv' to, or different from, the information
contained in the Disclosure Etoeunient?
Yes
Malco FDD'PK ^4î4237(j(;.6
No
E-2
yJ^î*ôi2î^l0
17.
How did you first leam ofthe Mateo Tools Franchise (i.e., Intemet, newspaper, magazine, Distributor,
etc.)?
Ifyou answered "Yes" to any of questions 12 through 16, please provide a full explanation of your
answer in the follovving blank lines. (Attach additional pages, if necessarv', and refer to them beiovv.)
Ifyou have answered ""No" to each ofthe foregoing questions, please leave the following lines blank.
19.
During my negotiations and evaluations leading up to my decision to buy a Mateo Distributorship, I
communicated with the follovving individuals from Mateo Tools or its affiliates, or independent
brokers:
Name
Address
2.
3.
4.
[Insert additional names and addresses beiovv if needed]
You understand that your answers are important to us and that vve will rely on them. By signing this
Questionnaire, you are representing that you have responded tmthfully to the above questions.
DISTRIBUTORSHIP APPLICANT/SPOUSE
Malco FDD'PK ->}^9.H2M06.C>
DISTRIBUTORSHIP APPLICANT
E-3
iW0-i^:(f:i3;29n(>
STATE AGENCY EXHIBIT
APPENDIXFTP FRANCHISE DISCLOSURE DOCU.MENT
Department of Coiporations
320 West I'ourth Streei, Suite 750
Los Angeles, Califomia 90013-2344
(213)576-7500
Toll free: (866) 275-2677
(yTii G. Mermen WilHams Building
i2iW_Qttawa.Si:
P.O. Box 30212
Mi<:hiiii!m
Lansing,
Lansing. MI 48909
(517)373-7117
Department of Agriculture and Consumer Sen,'ices
Division of Consumer Services
407 South Calhoun Street
Tallahassee, Florida 32399
(850)410-3753
Minnesota Department of Commerce
85 7"^ Place East, Suite 500
(612)296-4026
Nebraska Department of Banking and Finance
4^t)tf-^jorty23iL!!Q: Street, Suite -31-14eQ
P.O. 1-iox 05006
Lmcoln, Nebraska 68509-5006
(402)471-3445
Commissioner of Securities of the Slate of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
Securities Compliance Branch
335 Merchant Street, Room 203
Honolulu, Hawaii 96813
(808) 586-2722
Bureau of Investor Protection and Securities
New York Stale Department of Law
120 Broadwav, 23rd Floor
New York, New York 10271
(212)416-8211
Franchise Rtvj^»»Bureaii
OlTice of the Attornev General
500 South Second Street
Springfield, Illinois 62706
(217) 782-4465
North Dakota Securities Department
600 Boulevard Avenue, State Capitol
Fifth Floor, Dept. 414
Bismarck, North Dakota 58505-0510
(701)328-4712
Franchise Section
Indiana Securities Division
Secretarv' of State, Room E-l 11
302 West Washington Street
Indianapolis, Indiana 46204
(317)232-6681
Departmeni of Consumer and Business Services
Division of Finance and Corporate Securities
Labor and Industries Building
Salem, Oregon 97310
(503) 378-4387
OlTice of the Attomey General
Consumer Protection Division
P.O. Box 2000
Frankfort, Kentiick-v^ 40602
(502) 696-5389
Department of Business Regulation
Securities Division
Bldg. 69, First Floor
John O. Pastore Center
1511 Pontiac Avenue
Cranston, Rhode Island 02920
(401)462-9527
Office ofthe Attomey General
Public Protection Division
One American Place
301 Main Street, Suite 1250
Baton Rouge, Louisiana 70825
(225) 342-7900
Department of Connncrcc and Regulation
Division of Securities
445 E. Capitol Avenue
Picire, South Dakota 57501-2017
(605)773-4013
Mar\'land Division of Securities
Office ofthe Attorney General
200 St. Paul Place
Baltimore, Marv land 21202-2020
(410) 576-6360
Statutor\' Document Section
Secretarv of State
P.O. Box 12887
Austin, Texas 78711
(512)475-1769
Michi.i;anDeixinmcnt_of Attomey Getural'-i OlUce
General - Consumer Protection Division
iit«?-ytiit
Malco FDD'PK 4-
^2.^766.6
F-1
48933
State of Utah
Division of Consimier Protection
P.O. Box 45804
Salt Lake City, Utah 84145-0804
(803) 530-6601
Commissioner of Securities
345 West Washington Avenue
Fifth Floor
Madison, Wisconsin 53703
(608)261-9555
State Corporation Corrmiission
Division of Securities and Retail Franchising
1300 East Main Street 9tlt Floor
Richmond, Virginia 23219
(804) 371-905r
Department of Financial Institutions
Securities Division
150 Israel Road, S.W., 3'*' Floor
Tumwater, Washington 98501
(360) 902-8760
Malco FDD'PK j 4 ^ : ^ 2 . W . . 6
F-2
AGENTS FOR SERVICE OF PROCESS
APPENDIX G TO FRANCHISE DISCLOSURE DOCUMENT
We intend to register this Disclosure Document as a "francliise" in some or all of the following states, in
accordance with the applicable state law. If and when vve pursue franchise registration (or otherwise comply vvith
the franchise investment laws) in these states, we will designate the follovving state offices or officials as our agents
for service of process in those states:
California
Commissioner of Corporations
Department of Coiporations
320 West Fourth Street, Suite 750
Los Angeles, Califomia 90013-2344
Minnesota
Commissioner of Commerce
85 7*^ Place East, Suite 500
St. Paul. Minnesota 55101
Hawaii
Commissionerof Securities of the State of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
Securities Compliance Branch
335 Merchant Street, Room 203
Honolulu, Hawaii 96813
(808) 586-2722
New York
Secretarv' of State of Nevv York
41 Stale Street
Albany, New York 12231
North Dakota
North Dakota Securities Commissioner
600 Boulevard Avenue, State Capitol
Fifth Floor
Illinois
Illinois Attomey General
500 South Second Street
Springfield, lUinois 62706
Bismarck, North Dakota 58505-0510
Rhode Lsland
Direcior of Department of Business Regulation
Department of Business Regulation
Securities Division
Bldg. 69, First Floor
John O. Pastore Center
1511 Pontiac Avenue
Cranston, Rhode Island 02920
Indiana
Secretarv' of State of Indiana
201 State House
Indianapohs. Indiana 46204
Louisiana
Louisiana .A.ttomey General
One American Place
301 Main Street, Suite 1250
Baton Rouge. Louisiana 70825
South Dakota
Direcior, Securities Division
Stale Capitol Building
445 E. Capitol Avenue
Pierre, South Dakota 57501
Maine
Securities Administrator
Maine Securities Division
121 State House Station
Augusta, Maine 04333-0121
Virginia
Clerk ofthe State Corporalion Commission
Divisionot -Soeuriiics and Retail Fi.mchising
1300 East .Main Strccl^JsfBmi:
Riclunond, Virginia 23219
(8041111^:2233
Marvland
Mar> land Secimlies Commissioner
200 Sl. Paul Place
Baltimore. Man land 21202-2020
Washington
Director of Departniem of Financial Institutions
Securities Division
150 Israel Rd, S.W , 3"" Floor
Tumwater, Washington 98501
Michigan
Dept. of Energv', Labor, & Economic Growtli
Corporations Division
P.O. Box 30054
Lansing, Michigan 48909
7150 Harris Drive
Lansing, Michigan 48909
.\lalco F D D ' P K 51^>J.823766.6
Wisconsin
Commissioner of Securities
345 West Washingion Avenue, Fifth Floor
Madison. Wisconsin 53703
G-1
0.t-'.ii)/0'J3i29I10
STATE-SPECIFIC DISCLOSURES AND STATE AGREEMENT AMENDMENTS
APPENDIX H TO FRANCHISE DISCLOSURE DOCUMENT
1.
Hawaii
2.
Illinois
3.
Michigan
4.
Minnesota
5.
North Dakota
6.
Rhode Island
7.
Washington
I .Miiico FDD/PK i4f5^*ri:
0,^3'Jr4ij23766.6
3/29iK)
Hawaii Disclosure Addendum
ADDITIONAL RISK FACTORS:
THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FR.ANCHISE INVESTMENT
LAW OF THE STATE OF HAWAII.
FILFNG DOES NOT CONSTITLITE APPROVAL,
RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF SECURITIES OF THE
STATE OF H.\WAII, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A
FINDING BY THE COMMISSIONER OF SECURITIES OF THE STATE OF FIAWAII,
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION
PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL A N Y
FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE
FRANCHISEE, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE
FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN
DAYS PRIOR TO THE PAYMENT OF A N Y CONSIDERATION BY THE FRANCHISEE,
WHICHEVER OCCURS FIRST, A COPY OF THE FRANCHISE DISCLOSURE DOCUMENT.
TOGETHER WITH A COPY OF A L L PROPOSED AGREEMENTS RELATING TO THE SALE OF
THE FRANCHISE.
THIS FRANCHISE DISCLOSURE DOCUMENT CONTAINS A SUMM.ARY ONLY OF CERTAIN
MATERIAL PROVISIONS OF THE FR.ANCHISE AGREEMENT.
THE CONTRACT OR
AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF A L L RIGHTS,
CONDITIONS. RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE
FRANCHISEE.
Registered agent in the state authorized to receive service of process: Commissioner of Securities of the
State of Hawaii. Department of Commerce and Consumer Affairs, Business Registration Division,
Securities Compliance, 335 Merchant Street, Room 2003, Honolulu, Hawaii 96813.
Item 20 of the Disclosure Document is amended by the addition of the following:
This proposed registration/exemption is or vvill shortly be on file in California, Florida, Hawaii,
Illinois, Indiana, Kentucky, Maryland, Michigan, Nebraska, New York, North Dakota, Rhode
Island, South Dakota, Texas, Utah, Virginia, Washington and Wisconsin. No states have reftised,
by order or otherwise, to register Mateo's offer of these distributorships. No states have revoked
or suspended Mateo's right to offer these distributorships. Mateo has not had the proposed
registration of these distributorships involuntarily withdrawn in any state.
HI-1
PK 5431.2
Hawaii Distributorship Aereement Amendment
THIS AMENDMENT
to the Distributorship Agreement is entered into this
day of
, by and betvveen NMTC, INC., d/b/a Mateo Tools ("Mateo") and
(the "Distributor") to amend and revise certain provisions of the
Distributorship Agreement between Mateo and the Distributor dated
,
,
(the "Distributorship Agreement") as follows:
,
The Distributor's Mateo® Tools business is to be located in the State of Hawaii. Therefore,
Mateo and the Distributor agree as follows:
1.
The Distributorship Agreement is hereby amended and revised to provide that the release
required pursuant to Article 2.2 or 10.2 of the Distributorship Agreement will not apply to any
liabilitv^ under the Hawaii Franchise Investment Law.
To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the
Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will
govem. All other terms and conditions of the Distributorship Agreement vvill remain the same.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
understands and consents to be bound by all of its terms, and agrees it will be effective as of the date first
above written.
DISTRIBUTOR:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
HI-2
PK 5431.2
Illinois Disclosure Addendum
Item 17. V and w of the Disclosure Document are amended by the addition of the following:
If the Distributorship will be located in the State of Illinois, then Section 4 of the Illinois
Franchise Disclosure Act of 1987 provides that the provisions of the Distributorship Agreement
which designate jurisdiction or venue in a forum outside of Illinois are void. Further:
1.
The "Summarv-" of Item I7(v), entitled Choice of Forum, is deleted and replaced with
the follovving language:
Arbitration must be in Summit Countv', Ohio. Subject to your arbitration obligation, no
provision relates to choice of forum for litigation.
2.
The "Summary" section of Item 17(vv), entitled Choice of Law, is deleted and replaced
with the following language:
Except to the extent govemed by the Federal arbitration Act, the United Slates Trêmark of 1946, or
other federal law, the Distributorship Agreement will be govemed by and construed in accordance with,
the laws of the State of Illinois.
IL-1
PK 5431.2
Illinois Distributorship Agreement Amendment
THIS AMENDMENT
day of
Distributorship Agreement betvveen Mateo and the Distributor dated
,
,
,
The Distributor's Mateo® Tools business is to be located in the State of Illinois. Therefore,
1.
The consent by the Distributor to jurisdiction and venue in Summit Countv', Ohio contained in
Section 12.9 is applicable to arbitration hearings and matters related to or subject to arbitration, but such
consent vvill not apply to cases that are not subject to arbitration.
2.
Section 13.3 of the Distributorship Agreement is hereby amended and revised to provide that
except to the extent govemed by the Federal Arbitration Act (9 U.S.C. §§ I et seq.), or other federal law,
the Distributorship Agreement vvill be governed by and construed in accordance vvith the laws of the State
of Illinois, and the substantive law of Illinois will govem the rights and obligations of and the relationship
betvveen the parties.
Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment vvill
govem. All other terms and conditions of the Distributorship Agreement will remain the same.
above vvritten.
DISTRIBUTOR:
NMTC, INC d/b/a MATCO TOOLS
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
IL-2
PK 5431.2
Michigan Disclosure Addendum
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT
ARE SOMETIMES IN FRANCHISE DOCUMENTS.
IF ANY OF T H E FOLLOWING
PROVISIONS A R E IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS A R E VOID
AND CANNOT BE ENFORCED AGAINST Y O U :
(A)
A PROHIBITION ON T H E RIGHT OF A FRANCHISEE TO JOIN A N
ASSOCIATION OF FRANCHISEES.
(B)
A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE,
ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A
FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS A C T .
THIS S H A L L NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A
FRANCHISE A G R E E M E N T , FROM SETTLING ANY AND A L L CLAIMS.
(C)
A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A
FRANCHISE PRIOR TO T H E EXPIRATION OF ITS T E R M EXCEPT FOR
GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF T H E
FRANCHISEE TO C O M P L Y WITH A N Y L A W F U L PROVISIONS OF T H E
FRANCHISE A G R E E M E N T AND TO CURE SUCH FAILURE AFTER BEING
GIVEN
VVRITTEN
NOTICE
THEREOF
AND A
REASONABLE
OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO
CURE SUCH FAILURE.
(D)
A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A
FRANCHISE WITHOUT FAIRLY COMPENSATING T H E FRANCHISEE BY
REPURCHASE OR OTHER MEANS FOR THE FAIR M A R K E T V A L U E , A T
THE TIME OF EXPIRATION, OF T H E FRANCHISEE'S INVENTORY,
SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED
MATERIALS WHICH HAVE NO V A L U E TO T H E FRANCHISOR AND
INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT
REASONABLY REQUIRED IN T H E CONDUCT OF T H E FRANCHISED
BUSINESS A R E NOT SUBJECT TO COMPENSATION. THIS SUBSECTION
APPLIES ONLY IF: (i) T H E T E R M OF T H E FRANCHISE IS LESS THAN 5
YEARS; AND (ii) THE FRAiXCHISEE IS PROHIBITED BY T H E FRANCHISE
OR OTHER
AGREEMENT F R O M
CONTINUING
TO
CONDUCT
SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEiVlARK,
SERVICE M A R K , TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER
C O M M E R C I A L SYMBOL IN THE S A M E AREA SUBSEQUENT TO T H E
EXPIRATION OF T H E FRANCHISE OR THE FRANCHISEE DOES NOT
RECEIVE A T LEAST 6 MONTHS A D V A N C E NOTICE OF FRANCHISOR'S
INTENT NOT TO RENEW THE FRANCHISE.
(E)
A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW
A FRANCHISE ON TERMS G E N E R A L L Y A V A I L A B L E TO OTHER
FRANCHISEES OF T H E SAME CLASS OR TYPE UNDER SIMILAR
CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL
PROVISION.
Ml-1
PK 5431.2
(F)
A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE
CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE T H E
FRANCHISEE F R O M ENTERING INTO A N AGREEMENT, AT THE TIME OF
ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE
THIS STATE.*
(G)
A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT
A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD
CAUSE. THIS SUBDIVISION DOES NOT PREVEiNT A FRANCHISOR F R O M
EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE
FRANCHISE. GOOD CAUSE S H A L L INCLUDE, BUT IS NOT LIMITED TO:
(i)
THE FAILURE OF T H E PROPOSED FRANCHISEE TO M E E T THE
FRA.NCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS
OR STANDARDS.
(ii)
THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR
OF THE FRANCHISOR OR SUBFRANCHISOR.
(iii)
THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO
A G R E E IN WRITING TO C O M P L V WITH A L L L A W F U L
OBLIGATIONS.
(iv)
THE FAILURE OF T H E FRANCHISEE OR PROPOSED TRANSFEREE
TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE
ANY DEFAULT IN T H E FRANCHISE AGREEMENT EXISTING AT
THE TIME OF THE PROPOSED TRANSFER.
(H)
A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE
FRANCHISOR ITEMS THAT A R E NOT UNIQUELY IDENTIFIED WITH THE
FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION
THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO
PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND
CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND A B L E TO
PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A
PROVISION THAT GRANTS THE FRANCHISOR T H E RIGHT TO ACQUIRE
THE ASSETS OF A FRANCHISE FOR THE M A R K E T OR APPRAISED V A L U E
OF SUCH ASSETS IF T H E FRANCHISEE HAS BREACHED THE L A W F U L
PROVISIONS OF THE FRANCHISE AGREE.MENT AND HAS FAILED TO
CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C).
(I)
A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR
INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS
OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE
FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING
THE REQUIRED CONTRACTUAL SERVICES.
Ml-2
pK 5431.2
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH T H E
ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR
ENDORSEMENT BY THE ATTORNEY GENERAL.
IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS A R E
UNAUDITED AND SHOW A NET W O R T H OF LESS THAN $100,000.00, THE FRANCHISOR
MUST, A T THE REQUEST OF T H E FRANCHISEE, A R R A N G E FOR THE ESCROW OF
INITIAL INVESTMENT AND OTHER FUNDS PAID BY T H E FRANCHISEE UNTIL T H E
OBLIGATIONS TO PROVIDE R E A L EST.ATE, IMPROVEMENTS,
EQUIPMENT,
INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING
A R E FULFILLED. AT T H E OPTION OF T H E FRANCHISOR, A SURETY BOND M A Y BE
PROVIDED IN P L A C E OF ESCROW.
THE NAME AND ADDRESS OF T H E FRANCHISOR'S AGENT IN THIS STATE
AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: DEPT. OF ENERGY, LABOR, &
ECONOMIC GROWTH, CORPORATIOiNS DIVISION, P.O. BOX 30054, LANSING,
MICHIGAN 48909; 7150 HARRIS DRIVE, LANSING, MICHIGAN 48909.
A N Y QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:
DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE
CONSUMER PROTECTION DIVISION
A T T N : FRANCHISE
670 G. MENNEN WILLIAMS BUILDING
LANSING, MICHIGAN 48913
* NOTE: NOTWITHSTANDING PAR.4GR4PH (F) ABOVE, WE INTEND TO, AND Y O U
A G R E E THAT WE AND Y O U W I L L , ENFORCE F U L L Y THE PROVISIONS OF THE
ARBITRATION SECTION OF OUR AGREEMENTS. WE BELIEVE THAT PARAGRAPH (F)
IS UNCONSTITUTIONAL AND CANNOT PRECLUDE US F R O M ENFORCING THE
ARBITRATION PROVISIONS.
MI-3
PK 5431.2
Minnesota Disclosure Addendum
Item 17 of the Disclosure Document is amended by the addition of the follovving:
With respect to Distributorships govemed by Minnesota law, Mateo will comply with Minnesota
Statute SOC. 14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances,
that a Distributor be given 90 days notice of termination (vvith 60 days to cure) and 180 days
notice for non-renewal of the Distributorship.
Minn. Stat. §80C.21 and Minn. Rule 2860.44001 prohibit us Irom requiring litigation to be conducted
outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages,
termination penalties or judgment notes. In addition, nothing in the Disclosure Document or agreement
can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter SOC, or your
rights to a jurv' trial, any procedure, fomm, or remedies as may be provided for by the laws of the
jurisdiction.
MN-I
PK 5431.2
Minnesota Distributorship Agreement Amendment
THIS AMENDMENT
day of
, by and between NMTC, INC., d/b/a Mateo Tools ("Mateo") and
Distributorship Agreement betvveen Mateo and the Distributor dated
,
,
(the "Distributorship Agreement") as foilows:
,
The Distributor's Mateo® Tools business is to be located in the State of Minnesota. Therefore,
1.
Section 13.3 of the Distributorship Agreement is hereby amended and revised as follows:
Minn. Stat. § SOC.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted
outside Minnesota, requiring waiver of a jurv- trial, or requiring you to consent to liquidated damages,
termination penalties or judgment notes. In addition, nothing in the Disclosure Document or agreement
can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter SOC, or your
rights to a jur\- trial, any procedure, fomm, or remedies as may be provided for by the laws of the
jurisdiction.
2.
The Distributorship Agreement is hereby amended and revised to provide that the release
required pursuant to Secrion 2.2 or 10.2 of the Distributorship Agreement will not apply to any liabilitv'
under the Minnesota Franchises Lavv and the Rules and Regulations promulgated thereunder by the
Minnesota Commissioner of Commerce.
3.
The Distnbutorship Agreement is hereby amended and revised as follows:
With respect to Distributorships govemed by Minnesota lavv, Mateo vvill comply with Minnesota Statute
80C.14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances, that a
Distributor be given 90 days notice of tennination (vvith 60 days to cure) and ISO days notice for nonrenewal ofthe Distributorship.
To the extent this Amendment will be deemed to be inconsistent vvith any terms or conditions of the
Distributorship Agreement or the exhibits or attachments thereto, the temis of this Amendment will
govem. AH other terms and conditions ofthe Distributorship Agreement will remain the same.
[SIGNATURE PAGE FOLLOWS]
MN-2
PK 5431.2
IN WTTNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
above written.
DISTRIBUTOR:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
MN-3
PK 5431.2
North Dakota Disclosure Addendum
In recognition of the requirements of the North Dakota Franchise Investment Lavv, N.D. Cent. Code, §§
51-19-01 through 51-19-17, and the pohcies of the office of the State of North Dakota Securities
Commission, the Disclosure Document for NMTC, Inc. d/b/a Mateo Tools shall be amended by the
addition ofthe follovving language:
1.
The North Dakota Securities Commissioner has held the following to be unfair, unjust, or
inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.):
A.
Restrictive Covenants: Franchise Disclosure Documents which disclose the existence of
covenants restricting competition contrarv- to Section 9-08-06, N.D.C.C., without further
disclosing that such covenants will be subject to this statute.
B.
Situs of Arbitration Proceedings: Franchise agreements providing that the parties must
agree to arbitrate disputes at a location that is remote from the site of the franchisee's
business.
C.
Restriction on Fomm: Requiring North Dakota franchisees to consent to the jurisdiction
of courts outside of North Dakota.
D.
Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to
consent to liquidated damages or termination penalties.
E.
Applicable Laws: Franchise agreements vvhich specify' that any claims arising under the
North Dakota franchise law vvill be govemed by the laws of a state other than North
Dakota.
F.
Waiver of Trial by Jurv : Requiring North Dakota franchisees to consent to the waiver of
atrial byjur\-.
G.
Waiver of Exemplarv' and Punitive Damages: Requiring North Dakota franchisees to
consent to a waiver of exemplarv' and punitive damages.
H.
General Release: Requiring North Dakota franchisees to execute a general release of
claims as a condition of renewal or transfer of a franchise.
2.
Each provision of this addendum to the Disclosure Document shall be effective only to
the extent, vvith respect to such provision, that the jurisdictional requirements of the North Dakota
Franchise Investment Law, N.D. Cent. Code, §§ 51-19-1 through 51-19-17, are met independently
without reference to this addendum to the Disclosure Document.
ND-!
PK 5431.2
North Dakota Distributorship Agreement Amendment
THIS AMENDMENT to the Distributorship Agreement is entered into this
day of
,
, by and between NMTC, INC., d/b/a Mateo Tools ("Mateo")'and
The Distributor's Mateo® Tools business is to be located in the State of North Dakota. Therefore,
The parties acknowledge and agree that they have been advised that the North Dakota Securities
Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to
North Dakota franchisees:
A.
Restrictive Covenants: Any provision whieh discloses the existence of covenants
restricting competition contrarv' to Section 9-0S-06, N.D.C.C., without further disclosing
that sueh covenants vvill be subject to this statute.
B.
Situs of Arbitration Proceedings: Any provision requiring that the parties must agree to
arbitrate disputes at a locafion that is remote from the site of the franchisee's business.
C.
Restriction on Fomm: Any provision requiring North Dakota franchisees to consent to
the jurisdiction of courts outside of North Dakota.
D.
Liquidated Damages and Termination Penalties: Any provision requiring North Dakota
franchisees to consent to liquidated damages or termination penalties.
E.
Applicable Laws: Any provision which specifies that any claims arising under the North
Dakota franchise lavv vvill be govemed by the laws of a state other than North Dakota.
F.
Waiver of Trial by Jury: Any provision requiring North Dakota franchisees to consent to
the waiver of a trial by jurv'.
G.
Waiver of Exemplarv' and Punitive Damages: Any provision requiring North Dakota
franchisees to consent to a waiver of exemplarv' and punitive damages.
H.
General Release: Any provision requiring North Dakota franchisees to execute a general
release of claims as a condition of renewal or transfer of a franchise.
To the extent this Amendment vvill be deemed to be inconsistent with any terms or conditions of the
Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment vvill
govem. All other terms and conditions of the Distributorship Agreement will remain the same.
ND-2
PK 5431.2
IN WITNESS WnEREOF, each of the undersigned hereby acknowledges having read this Amendment,
above written.
DISTRIBUTOR:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
ND-3
PK 5431.2
Rhode Island Disclosure Addendum
In recognition ofthe requirements of the Rhode Island Franchise Investment Aet, §§ 19 28.1-1 through
19-28.1-34 the Franchise Disclosure Document for NMTC, Ine. d/b/a Mateo Tools for use in the State of
Rhode Island shall be amended to include the follovving:
1.
Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by
the addition of the following:
Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A
provision in a franchise agreement restricting jurisdiction or venue to a fomm outside this state or
requiring the application of the laws of another state is void with respect to a claim otherwise
enforceable under this Aet."
2.
This addendum to the Disclosure Document shall be effective only to the extent, with
respect to sueh provision, that the jurisdictional requirements of the Rhode Island Franchise Investment
Act, §§ 19-28.l-I through 19-28.1-34, are met independently without reference to this addendum to the
Disclosure document.
Rl-I
PK 5431.2
Rhode Island Distributorship Agreement Amendment
THIS AMENDMENT to the Distributorship Agreement is entered into this
day of
,
,
,
The Distributor's Mateo® Tools business is to be located in the State of Rhode Island. Therefore,
1.
Article 12 of the Agreement, under the heading "Dispute Resolution" and Article 13 of
the Agreement, under the heading "Miscellaneous," shall be amended by the addition of the follovving:
Notwithstanding the foregoing. Section 19-2S.1-14 of the Rhode Island Franchise
Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or
venue to a fomm outside this state or requiring the application of the laws of another state is void
with respect to a claim otherwise enforceable under this Act."
2.
This amendment shall be effective only to the extent, with respect to such provision, that
the jurisdictional requirements of the Rhode Island Franchise Investment Aet, §§ 19-28.1-1 through 192S. 1 -34, are met independently without reference to this amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Rhode Island
amendment to the Distributorship Agreement on the same date as the Distributorship Agreement was
executed.
DISTRIBUTOR:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
RI-2
PK 5431.2
Wâshington Disclosure Addendum
In recognition ofthe requirements ofthe Washington Franchise Investment Protection .Act, Wash.
Rev. Code §§ 19.100.ISO, the Franchise Disclosure Document for NMTC, Inc. d/b/a Mateo Tools in
connection with the offer and sale of franchises for use in the State of Washington shall be amended to
include the following:
1.
Item 17, "Renewal, Temiination, Transfer and Dispute Resolution," shall be amended by
the addition of the following paragraphs at the conclusion of the Item:
The state of Washington has a statute, RCW 19.100.180, which may supersede the
franchise agreement in your relationship with the ftanchisor including the areas of termination
and renewal of your franchise. There may also be court decisions vvhich may supersede the
franchise agreement in your relationship with the franchisor including the areas of termination
and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site shall
be either in the state of Washington, or in a place mutually agreed upon at the time of the
arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee shall not include rights under the
Washington Franchise Investment Protection Aet except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent
counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations
period for claims under the Act, rights or remedies under the Act such as a right to a jury- trial
may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable
estimated or actual costs in effecting a transfer.
2.
Each provision of this addendum to the disclosure document shall be effective only to the
extent, with respect to such provision, that the jurisdictional rcquirements of the Washington Franchise
Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to
this addendum to the disclosure document.
W.A-1
PK 5431.2
Washington Distributorship Agreement Amendment
THIS AMENDMENT
day of
,
,
,
The Distributor's Mateo® Tools business is to be located in the State of Washington. Therefore,
1.
The State of Washington has a statute, RCW 19.100.180 which may supersede the Distributorship
Agreement in your relationship vvith Mateo including the areas of termination and renewal of your
Distributorship. There may also be court decisions which may supersede the Distributorship Agreement
in your relationship vvith Mateo including the areas of termination and renewal of your Distributorship.
2.
In any arbitration involving a franchise purchased in Washington, the arbitration site shall be
either in the State of Washington, or in a place mutually agreed upon at the time of the arbitrafion, or as
determined by the arbitrator.
3.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW shall prevail.
4.
A release or waiver of rights executed by a franchisee shall not include rights under the
Washington Franchise Investment Protection Act except when executed pursuant to a negotiated
settlement after the agreement is in effect and where the parties are represented by independent counsel.
Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims
under the Act, rights or remedies under the .Act such as a right to a jurv- trial may not be enforceable.
5.
Transfer fees are collectable to the extent that they reflect the Mateo's reasonable esUmated or
actual costs in effecting a transfer.
Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will
govem. All other terms and conditions of the Distributorship Agreement vvill remain the same.
WA-2
PK 5431.2
above vvritten.
DISTRIBUTOR:
By:
Name:
Titie:
Date:
Bv:
Name:
Titie: _
Date:
.
By:
Name:
Title:
Date:
WA-3
PK 5431.2
MATCO DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING FORM
APPENDIX I TO FRANCHISE DISCLOSURE DOCUMENT
I Mutco FDDTK - M i i ^ ^
0j-lt>-f4V23.766.6,
3/29110
Appendix I
DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING
Prospective
Franchisee/Distributors:
In the event I am offered a distributorship and writhin in (5) days of notice from Maico Tools, I hereby voluntarily authorize any
doctor, his/her employees or agents, together with any clinic, hospital or laboratory or other medical facility, to perform
appropriate tests or examinations on my body fluid or hair samples (for example, urinalysis, blood chemistry, and hair analysis)
for drugs and/or alcohol.
I further give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to
release the results of these tests to Mateo Toots, the examining physician and the laboratory, as well as each oftheir officers,
agents, and employees. In addition, I hereby release and hold harmless fyiatco Tools and all such other persons and entities
from any liability based upon the request for, administration of, and use of the results of any physical examination, induding
substance abuse tests.
I understand that in the event I fail the drug or alcohol test, Mateo Tools \N'\\\ not grant me a franchise.
This authorization, consent and release is of a continuing nature and shail continue from this date throughout the term
of my contract behveen Mateo Tools.
Distributor Candidate:
Printed Name
Signature and Date
Witness:
Printed Name
New/Existing Franchisees/Distributors
Signature and Dale
(during the term ofthe franchised
distributorship):
Upon request by Mateo Tools, I hereby voluntarily authorize any doctor, his/her employees or agents, together w/ith any clinic,
hospital or laboratory or other medical facility, to perform appropriate tests or examinations on my body fluid or hair samples (for
example, urinalysis, blood chemistry, and hair analysis) for drugs and/or alcohol.
I frjrther give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to
release the results of these tests to Mateo Tools, the examining physician and the laboratory, as well as each of their officers,
agents, and employees. In addition, I hereby release and hold harmless Mateo Tools and all such other persons and entities
from any liability based upon the request for, administration of, and use of the results of any physical examination, including
substance abuse tests.
I understand that in the event I fail the drug or alcohol test, Mateo Tools w\\\ have the right to terminate my Distributorship.
This authorization, consent and release is of a continuing nature and shall continue from this date throughout the term
of my contract betvtreen Mateo Tools.
Distributor:
Printed Name
Signature and Date
Printed Name
Signature and Date
Witness:
PK 15450.1/Matco/Consent to Alcohol and Drug Test
RECEIPT
(To Be Retained bv You)
Franchise Disclosure Document
Issuance Date: March ? i ^ m 2 9 J l Q 10
This Disclosure Document summarizes certain provisions of the distributorship agreement and otiier informaiion in plain
language. Read this disclosure document and all agreements carefully.
If Mateo offers you a franchise, it must provide this Disclosure Document to you:
(a) 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affihate in
connection with the proposed franchise sale, or graiU, or
(b) Under Maryland, Nevv York, and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting
to discuss tlie franchise, or (ii) 10 business days before you sign a binding agreement vvith, or make payment to us or an
affiliate in connection vvith tlie proposed franchise sale-oj^gram, or
(c) Michigait-Ofegwtr and Wasliington require that we give you this disclosure document at least 10 business days
before the e.xecution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.
If Mateo does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material
omission, a violation of federal and state lavv may hav e occurred and should be reported to the Federal Trade Commission,
Washingion, D.C. 20580 and to the appropriate state agency listed infexhibitAppciidi;^F.
The francliisor is NMTC. Inc. d/b/a Mateo Tools, 4403 Allen Road. Stow. Ohio 44224. Its lelephone number is (330) 9294949.
Issuancedate: March 50r^)'.4»^22.jaLQThe francliise seller is Timothv J. Giimore.Eriicst„C-l.fliibcr^S£iiiQr Vice Presidcnt-ef, Sales of NMTC. Inc. d^/a Malco
Tools, 4403 Allen Road, Stow," Oliio -44224, (330) 929-4949.
Any additional individual franchise sellers involved in offering the distributorship are:
Mateo authorizes the at>ents-lisied4ti-rcspc£liyc_slatc_ag£ncicsji mtLOcdjjiLAppendix G to receive service of process for usit
ijillLe^paajailarj^^^
I Iiave received a Disclosure Document March 30. 200929, 2010 (and witli effective datcs_Qf_statc_rcRislration,Qr_c>:einption
as ljSjcd„Qn the^Statc EfCectiyc Dat.gg_j)agc) that included the follovving E.xhibiis: Appendix A - Financial Statements.
.Appendix B - Active Distributors, Appendix C - Tenninated Distributors, Appendix D -^Distributorsliip Agreement,
.A.ppendix-AppciidiN_E - Distributor Disclosure Questionnaire, Appendix F - Stale Agencv' Exhibit, Appendix G - Agents for
Service of Process, Appendix H - State-specific Disclosures and Stale Agreement Amendments, and Appendix I - Malco
Distributor Consent to Alcohol and Dmg Testing Form.
1 acknovvledge tliat the infonnation contained in this Franchise Disclosure Document of Malco is confidential and
proprietarv'- I agree that tliis infonruilion will be used only for purposes of evaluating the possible purchase of a Malco
francliise. and will not be disclosed lo any person olher than my legal and financial advisors.
Signed:
Signed:
Print Name:
Prinl Name:
Address:
Address:
Stale:
Citv-:
Zip:
Telephone:
Zip:
Dated:
Mateo F D I ^ P K A^>;^J.S2376(V(>
Slate:
Citv"
Telephone:
Dated:
R-l
tU.:iu,e9-3/29/|0
RECEIPT
(To Be Retumed to Mateo Tools)
Franchise Disclosure Document
Issuance Date: March
î^r^m^^MM
This Disclosure Document summarizes certain provisions of the distributorship agreement and other infonnation in plain
language. Read this disclosure document and all agreements carefully.
If Malco offers you a franchise, it must provide this Disclosure Document to you:
(a) 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate in
connection with the proposed franchise sale^ or-grantr-or(b) Under Marvland, New York, and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting
to discuss the franchise, or (ii) 10 business days before you sign a binding agreement with, or make payinent to us or an
affihate in connection vvith the proposed franchise sale or gram, or
(c) Michigan-Gr«gon7 and Washington require that vve give you this disclosure documeni at least 10 business days
before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.
If Mateo does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material
omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade Commission,
Washington, D.C. 20580 and lo the appropriate state agency listed in fehibitAppendiji F.
The franchisor is NTVITC, Inc. d/b/a Malco Tools. 4403 Allen Road. Stow. Ohio 44224. Its telephone number is (330) 9294949.
Issuance date: March 3i)r20^^>922.,J(iljQ.
The franchise seller is Timothy J. Gtlniore.Eni_est_CJ..aubcr._SciUQr Vice President-ef^ Sales of NMTC, Inc. d/b/a Mateo
Tools. 4403 Allen Road, Slow." Oliio -44224, (330) 929-4949.
Any additional individual francliise sellers involved in offering the distributorsliip are:
Mateo authorizes the gjênts - \ t5 ted-i rcspcctiv:e_ statc_agcncics_identiried_Qn-Appendix G to receiv e service of process for
ttît in the partial iarîntc
1 have received a Disclosure Document March 30, 2()0929,,20jjL(andj\'ith,cfrcctivLe,dalcs_^^
as.Jisted„o 11 _lhetc._Effeetiv c_Patcs„.page) that included the follovving E.xliibits: Appendix A - Financial Statements,
Appendix B - Active Distributors, Appendix C - Terminated Distributors, Appendix D -^Distributorship Agreement,
Appendix-App£ndLx_E - Distributor Disclosure Questionnaire, Appendix F - State Agency Exhibil, Appendix G - Agents for
Service of Process. Appendix H - State-specific Disclosures and State Agreement Amendments, and Appendix I - Maico
Distributor Consent to Alcohol and Dmg Testing Form.
I acknovvledge that the infonruilion contained in this Francliise Disclosure Document of Mateo is confidential and
proprietarv'. 1 agree ihat this infonnation vvill be used only for purposes of evaluating the possible purchase of a Maico
franchise, and will not be disclosed to any person other lliim my legal and financial advisors.
Signed:
Signed:
Print Name:
Print Name:
Address:
Address:
State:
Cily:
Zip:
Telephone:
Zip:
Telephone:
Dated:
Dated:
Maico FDD/PK :i^^^> S2y76tiX}_
State:
Citv-
K-2
l,^.:îi•a.)3^2\^•U)
PLAVEKOCH
April 26. 2010
Department of Commerce
85 7'" Place East, Suite 500
Re:
NMTC,
File(F-2705
Rev\
i'Â LZ.
t
( \' Ll.
APR 2 7 20;0
b/a Mateo Tools ("Mateo"
1- ^ y%f \ ^ "f
Pages
Dear Mr. Sexton:
Mateo has made several changes in Item 10 to clarify an existing policy. In addition, we also revised
Section 13.5 of the Mateo Distributorship Agreement to include clarifying language requested by a state
examiner.
Accordingly, enclosed are pages 21-22 (for Item 10 of the FDD) and page 18 (for Section 13.5 of the
Distnbutorship Agreement). Please replace these pages in your copies of the Mateo F D D . Also enclosed
for your convenience are redlined pages that reflect these minor changes.
Please contact me if you have any questions or comments.
Sincerely.
Plave K o c h P L C
By: /^^^ /lî^^cl, Ut
Mark A. Kirsch
Via FedEx
Enclosures
PK 27694.1
Plave Koch PLC
12355 Sunrise Valley Drive. Suite 230
Reston, Virginia 20191-3492
United States of America
vww.PiaveKoch.com
Mark A. Kirsch
[email protected]
direct phone 703.774.1210
direct fax 703.774.1201
qualified customers pursuant to an installment sale contract (which is referred to as a purchase money security
agreement or purchase security agreement (or "PSA")), Mateo willfinancethe purchase and accept assignment
ofthe installment contracts under the terms and conditions of the Mateo Purchase Securitv' Agreements/Credit
Assignment Agreements. Copies of these agreements are attached as exhibits to this Disclosure Document.
Malco may consider one or more of the follovving factors when evaluating the qualifications of a distributor for
a Purchase Security Agreement and/or the terms under vvhich Mateo will purchase a customer's installment
contracts from a distributor: (a) the distributor's purchase average, (b) the distributor's payment historv' on its
open purchase account, (c) the value of the distributor's PSA contracts as compared to cash payments on the
distributor's open purchase account, (d) the distributor's collection percentage from PSA accounts, (e) the
customer's collection historv% and (f) the customer's current and past credit historv\ Customers who are not
U.S. citizens and/or may not possess social security numbers may not qualify for financing under the
installment contract/PSA program.
Malco offers three forms of Purchase Securitv' Agreements/Credit Assignment Agreements to distributors: (a)
a non-recourse credit assignment agreement, (b) a recourse credit assignmeni agreement vvith an addendum
vvhich provides that you need not obtain Mateo's prior approval of your credit historv' and the creditworthiness
ofthe customer provided that the customer does not currently have a charged off account with Mateo (referred
lo as the "PSA Gold Card"), and (c) a 50% recourse credit assignment agreement (referred to as the "New
Tech Program").
Under these forms of credit assignment agreements, upon acceptance of assignment of the customer's
installment contract, you will receive a credit corresponding to the value of the net amount financed, less a
reserve charge, to your open purchase account. This credit vvill be posted vvithin fortv'-eight hours of the
acceptance of a contract assignment by .Vlatco.
Under the current form of non-recourse credit assignment agreement, the price paid by Mateo to you for
acceptance of the assigned installment contracts will not be less than 85% of the net cash price (although
Mateo's current practice is to assign installment contracts at 91% of the net cash price). However, Malco may
not accept assignment of any installment contract if the sale price exceeds the product's list price. Mateo will
agreement, and provided that you comply vvith the terms and conditions of the agreement. Under the Purchase
Security Agreement/Credit Assignmeni Agreements, you must collect money owed by customers and remit the
money to us. If you do not remit the full amount collected in a timely fashion, vve may charge you an
administrative fee, currently set at S25 per occurrence, per contract, for delinquent or insufficient payments, or
inaccurate reporting, as consideration for, among other things, Mateo's time and efforts in collecting monies,
additional correspondence with you, credit bureaus and others, and administrative time and costs to correct
data.
Under the current PSA Gold Card agreement the price paid by Mateo to you for acceptance of the assigned
installment contracts vvill not be less than 95% of the net cash price of the installment contracts (although
Malco's cunent practice is to assign installment contracts at 97% of the net cash price). However, Mateo may
not accept assignment of any installment contract if the sale price exceeds the product's list price. The 3%
assignee of the assigned installment contracts.
Under the current PSA Nevv Tech Agreement the price paid by Mateo is 95% of the net cash price of the
installment contraci vvith a refundable reserve account.
Malco has from time to time considered developing additional customer installment financing programs that
may be recourse or non-recourse credit assignments, and/or may be available only to distributors vvho (a)
qualify to participate; (b) have a minimum of six months or more experience as a Mateo distributor; and (c) are
in compliance with their Distributorship Agreement. Currently, however, the only Purchase Security
Agreements available are those described above. Mateo expects that if a new installmentfinancingprogram is
developed and offered in the future, participation in any such program will be voluntary.
Maico FDD./PK 23766.6
21
3./29/10
Equipment Leases
In addition to the two Installment Financing Programs listed above, Mateo also offers a Lease Program for
qualified shop ovvners or other customers of the distributor. The purpose of this program is to offer to
qualified customers finaneing on shop equipment. If you qualify for participation in the lease financing
program, you may sell equipment to your customers by offering a closed end lease to your customer, and
Mateo vvillfinancethe purchase under the Mateo Distributor Lease Agreement, a copy of vvhich is attached as
an exhibit to this Disclosure Document. Mateo vvill purehase the lease from you at a price that is not less than
90% ofthe value ofthe leased equipment, but not more than the list price. Mateo vvill be responsible for the
collection of the lease payments until paid in fiiJl or until repossession is necessar)'- If the documents are not
correctly and completely executed, Mateo may assign the documents to you for the amount owing under the
lease at thefimeof the assignment.
The current program is a non-recourse program. Upon acceptance ofthe lease, Mateo will post a credit to the
distributor's open purchase account less a reserve charge. The reserve will not be less than 90% of the sale
amount (although current practice is to credit 100% of the sale amount).
Mateo and'or its affiliates have in the past sold, and may in the future sell, assign, or discount, vvith limited
recourse, certain accounts and notes receivable. To the extent the notes, contracts, or other instruments require
Mateo to provide services to you, Mateo will remain liable to provide sueh services. Hovvever, the third party
to whom the note, contract or other instrument is assigned may be immune under the law to defenses to
payment you might have against Mateo.
Except as set forth above, Mateo and its affiliates (a) do not direcfiy or indirectly offer or arrange any
financing, (b) do not receive direct or indirect pajmients for placingfinancing,and (e) do not guarantee your
obligations to third parties.
(11) FRANCfflSOR'S ASSISTANCE, ADV'ERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as listed beiovv, Mateo is not required to provide you with any assistance.
Assistance Prior to Opening. Prior to beginning business under your Mateo® Distributorship, Mateo is
required to provide you vvith the follovving:
(A)
Mateo will provide you vvith a List of Calls and Potenfial Customer List (see Article 1.2 of the
Distributorship Agreement). Mateo designates List of Calls and Potential Customer List by identifying a
minimum of 325 potential customers at businesses that generally employ mechanics and other individuals vvho
may be potenfial customers for the Products. Actual or potential customers may or may not be U.S. citizens
and may or may not possess social security numbers. Mateo is not required to assess, and is not responsible
for assessing, whether the actual or potential customer is a U.S. citizen. You vvill operate as a mobile
distributor and will not have a specified place of business. It is generally expected that you will retum your
truck to your residence each evening, locate the computer at your residence, and otherwise operate the
Distributorship fi'om your residence. Mateo estimates that the length of time betvveen the date you sign the
Distributorship Agreement and the date you begin operating your Mateo® Distributorship will be betvveen
20 and 45 days, depending on how quickly you can complete training and obtain the truck, inventory,
equipment and supplies needed to begin operafions.
(B)
Mateo will provide you with the use ofa copy ofthe Manual (see Article 3.10 of the Distributorship
Agreement). Mateo reserves the right to provide the Manual electronically or in an electronic or computerreadable format, for example, via the Mateo Distributor Business System, or another method, or on a CD.
Following is the Table of Contents of the 275 page Manual:
Mateo FDD/PK 23766.6
22
3/29/10
ARTICLE 13
MISCELLANEOUS
13.1
Waiver. The failure of Mateo to enforce at any time any provision of this Agreement will in no
way affect the validity or act as a waiver of this Agreement, or any part, or the right of Mateo thereafter to
enforce it. The Distributor acknowledges that Mateo operates a large and diverse distributorship network
and that Mateo is not obligated to enforce each distributorship agreement in a uniform manner with respect
13.2
Notices. Any notice required under this Agreement will be deemed to have been duly given if it is
addressed to the party enfitled to receive it at the address set forth on the cover page of this Agreement and
it is personally served on the party, is sent by pre-paid United States certified mail, return receipt requested,
or is sent by a recognized ovemight carrier (Federal Express, UPS, Purolator) that requires a signature acknowledging delivery.
13.3
Governing Law. This Agreement will be govemed by and construed in accordance vvith the laws
of the State of Ohio, and the substantive law of Ohio will govem the rights and obligations of and the relationship betvveen the parties.
13.4
Severabilitv. If any term or provision of this Agreement is determined to be void, invalid, or
unenforceable, such provision will automatically be voided and will not be part of this Agreement, but the
enforceability or validity of the remainder of this Agreement will not be affected thereby.
verbal and vvritten agreements between the parties. Subject to our right to modify the Manual and the
Business System standards, no change, amendment or modification to this Agreement will be effective
unless made in writing and signed by both the Distributor and an officer of Mateo. Nothing in the
Agreement or in any related agreement is intended to disclaim the representafions Mateo made in the
Franchise Disclosure Document.
13.6
Definitions. For purposes of this Agreement, the follovving words will have the following
definifions:
(A)
"Abandon" vvill mean the conduct of the Distributor, including acts of omission as well as
forth in the Manual and this Agreement.
(B)
"Customer" vvill mean, at any time during the Term of this Agreement, or upon
terminafion, a person or business that has purchased Products from the Distributor within the
(C)
"Mateo Tmck" will mean the tmck used by the Distributor solely in connection vvith the
operation of his Distributorship. The Mateo Tmck vvill at all times during the Term of this
Agreement comply with all of Mateo's standards and requirements as to color, size, engine size,
(D)
"TSTew Distributor Starter Inventory" will mean the initial inventory of Mateo Products
(E)
"Operator" will mean the individual engaged or employed by the Distributor for purposes
of operating the Distributorship under the terms ofany program authorized by Mateo to permit the
hiring, by a Distributor, of another person to operate an additional tmck for the Distributorship.
Mateo 2010 Distributorship Agreement
PK 23775.3
P a g e 18
3/29/10
qualified customers pursuant to an installment sale contract:r-and (which is .referred to as a purchase money
security_agre,ejne.at or purcjiase securitv agreement (or " P S A p l Mateo will finance the purchase and accept
assignment of the installment contracts under the terms and conditions of the Mateo Purchase-Security
Agreements/Credit Assignment AgreementS:-copies,__CQpie_s of which these agreements_are attached as
exhibits to this Disclosure Document.- Mateo may consider one or more of the follovving factors when
evaluating the qualificatims_iiLa-îslributQr--fot' ^ Purchase__Se_curit>' .Agreement and/jjOheêmiS-undeiLwl-iich
Mateo will purchase a_ciJSlQmer's installment contracts from a distributor: (a) the distributor's purchase
average, fb^ tbe_distributor's pa:^_£nt_historv on its open purchase account, (cl the value qphe distributor's
PSA_cnntra_ctS-as compared tQ_cash payments on the-distributor's open Pur.chase_account._Cd"i the_distributor's
collection percentage from PSA-accounts, Ce^ the customer's colleelion histo^>^ and ffi the customer's current
an_d_Dast_er£dit_history. Customers who are not U.S. eifizens and./or may not possess social security numbers
may not qualify for Purchase-Security-Agreementsfinancingjjnder the, installment contract/PSA program.
Mateo offers three forms of Purchase Security Agreements/Credit Assignment Agreementsjp distributors: (a)
a non-recourse credit assignment agreement, (b) a recourse credit assignment agreement vvith an addendum
which provides that you need not obtain Malco's prior approval of your credit historv' and the creditworthiness
of the customer provided that the customer does not currenfiy have a charged off account vvith Mateo (referred
to as the "PSA Gold Card"), and (c) a 50% recourse credit assignment agreement (referred to as the "New
Tech Program").
Under these forms of credit assignment agreements, upon acceptance of assignment_of the_ciistome,cls
installment-CQPtract. you will receive a credit corresponding to the value of the net amount financed, less a
reserve charge, to your open purchase account. This credit vvill be posted vvithin forty-eight hours of the
acceptance of a contract assignment by Mateo.
Under the current form of non-recourse credit assignment agreement, the price paid by Malco to you for
acceptance of the assigned installment contracts vvill not be less than 85% of the net cash price (although
not accept assignment of any installment contract if the sale price exceeds the product's list price. Mateo will
agreement, and provided that you comply with the terms and conditions of the agreement. Under the Purchase
Security Agreement/Credit Assignment Agreements, you must collect money owed by distributorscusiomers
and remit the money to us. If you do not remit the full amount collected in a timely fashion, we may charge
you an administrative fee, currently set at $25 per occurrence, per contract, for delinquent or insufficient
payments, or inaccurate reporting, as consideration for, among other things, Mateo's time and efforts in
collecting monies, additional correspondence with you, credit bureaus and others, and administrative time and
costs to correct data.
Under the current PSA Gold Card agreement the price paid by Malco to you for acceptance of the assigned
installment contracts vvill not be less than 95% of the net cash price of the installment contracts (although
not accept assignment of any installment contract if the sale price exceeds the product's list price. The 3%
assignee of the assigned installment contracts.
Under the current PSA New Tech Agreement the price paid by Mateo is 95% of the net cash price of the
installment contract with a refundable reserve account.
Mateo has from time to time considered developing additional customer installmentfinancingprograms that
may be recourse or non-recourse credit assignments, and/or may be available only to distributors who (a)
qualify to participate; (b) have a minimum of six months or more experience as a Mateo distributor; and (c) are
in compliance vvith their Distributorship Agreement. Currently, however, the only Purehase Security
Mateo FDD./PK 23766.6
21
3119110
REDLINE
ARTICLE 13
IVnSCELLANEQUS
13.1
Waiver. The failure of Mateo to enforce at any time any provision of this Agreement vvill in no
way affect the validity or act as a waiver of this Agreement, or any part, or the right of Mateo thereafter to
enforce it. The Distributor acknowledges that Mateo operates a large and diverse distributorship network
and that Mateo is not obligated to enforce each distributorship agreement in a uniform manner with respect
13.2
Notices. Any nofice required under this Agreement will be deemed to have been duly given if it is
addressed to the part)' entitled to receive it at the address set forth on the cover page of this Agreement and
it is personally served on the party, is sent by pre-paid United States certified mail, retum receipt requested,
or is sent by a recognized ovemight carrier (Federal Express, UPS, Purolator) that requires a signature acknowledging delivery.
13.3
Governing Law. This Agreement will be govemed by and constmed in accordance with the iaws
ofthe State of Ohio, and the substantive lavv of Ohio will govem the rights and obligations of and the relafionship between the parties.
13.4
Severabilit\\ If any term or provision of this Agreement is determined to be void, invalid, or
unenforceable, such provision will automafically be voided and will not be part of this Agreement, but the
enforceability or validity ofthe remainder of this Agreement will not be affected thereby.
verbal and written agreements between the parties. Subject to our right to modify the Manual and the
Business System standards, no change, amendment or modification to this Agreement wil] be effecfive
unless made in wrifing and signed by both the Distributor and an officer of Mateo. Nothing in the
-Agreement or in any related aareement is intended to disclaim the representations Mateo made in the
Franchise Disclosure Document.
13.6
Definitions. For purposes of this Agreement, the follovving words will have the following
definifions:
(A)
"Abandon" will mean the conduct of the Distributor, including acts of omission as vvell as
forth in the Manual and this Agreement.
(B)
"Customer" will mean, at any fime during the Term of this Agreement, or upon
terminafion, a person or business that has purchased Products from the Distributor within the
(C)
"Mateo Tmck" will mean the tmck used by the Distributor solely in connecfion with the
operation of his Distributorship. The Mateo Tmck will at all times during the Term of this
Agreement comply with all of Mateo's standards and requirements as to color, size, engine size,
(D)
"New Distributor Starter Inventory" vvill mean the initial inventory of Mateo Products
Mateo 2010 Distributorship Agreement
PK 23775.3
P a g e 18
3/29/10

matco tools 2010 franchise disclosure document

Transcription

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