Exhibit 10.10


 


DISTRIBUTOR SERVICE
AGREEMENT


 


THIS
DISTRIBUTOR SERVICE AGREEMENT, effective as of 15th Day of
September, 2002 (“Effective Date”) by and between DavCo Restaurants, Inc., a
Delaware corporation (“Company”); and MAINES PAPER & FOOD SERVICE, INC., a
New York corporation (“Distributor”).


 


WHEREAS,
Distributor is a wholesale distribution company providing purchasing,
marketing, warehousing, delivery and related services (“Distribution Services”)
of food, paper products and equipment along with such other items as may be
utilized in a restaurant (“Products”) to commercial customers, including
restaurant chains; and


 


WHEREAS,
Company has a chain of restaurants, owned and/or franchised, encompassing one
or more restaurant concepts (“Restaurants”) requiring the procurement of food
and related products; and


 


WHEREAS,
Company and Distributor desire to enter into Distributor Service Agreement
(“Agreement”) for the sale by Distributor and the purchase by Company, of
Products, which results in shared benefits, rewards and risks in a positively
managed business environment, designating Distributor as an exclusive
Distributor authorized to provide Distribution Services to the Company’s
Restaurants in the Territory.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Distributor hereby agree as follows:


 


1.                                      Designation
of Exclusive Distributor


 


1.1                                 Company
designates Distributor as its exclusive Distributor of Products to Restaurants
in the geographic territory identified in Exhibit 1.26 (“Territory”) and
Company shall not designate or allow another distributor within the Territory
or authorize or permit any other distributor of Products to solicit or accept
orders from Restaurants located within the Territory.


 


1.2                                 Subject
to Distributor’s normal credit policies and standard rules and regulations
established by Distributor, a copy of which is attached as Exhibit 1.2,
Distributor shall accept orders to purchase Products, from any Restaurant in
the Territory.


 


1.3                                 Company
shall cause each Restaurant in the Territory to order from Distributor not less
than one hundred percent (100%) of all Products required in the operation of
the Restaurant, which the Distributor maintains in inventory.


 


2.                                      Service
Obligations of Distributor


 


2.1                                 Products
covered by this Agreement are listed in Exhibit 2.1.


 


2.2                                 Account
Review


 

















 


2.2.1                        Account
Executive.  Distributor will assign
an Account Executive to service Company’s accounts.  The Account Executive will maintain contact with Company’s
designated representatives on an as needed basis, but no less than monthly, to
review service requirements, new products, marketing concepts and other
matters.


 


2.2.2                        Business
Review.  Distributor shall conduct
quarterly reviews with Company for the first year of the Agreement and
semi-annually thereafter.  At such time,
the Product list, Territory, additional Restaurants and other executive business
issues will be reviewed.


 


2.3                                 Delivery
Parameters


 


2.3.1                        Three
Deliveries Per Week.  Each
Restaurant will be serviced by Distributor with three deliveries per week in
accordance with the current routing schedule. 
To the extent possible, Distributor shall assign one driver, provided,
however, that Distributor reserves the right to reassign drivers, substitute
drivers or make such other changes as it deems necessary in the best interest
of its business and the Company.


 


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2.3.2                        Delivery
Windows.  Key drop schedules will be
developed for the Restaurants.  Delivery
windows are 225 hours with a black-out period from 11:15 a.m. to 1:45 p.m.
seven (7) days per week.


 


2.3.3                        Delivery
Schedule Changes.  Distributor may
re-route within the first 180 days and quarterly thereafter.


 


2.3.4                        Looks,
Keys and Alarms.  Lock, key and
alarm changes will be communicated and key provided via overnight delivery at
Company’s expense to Distributor at least forty-eight (48) hours prior to time
of dispatch as provided in the current routing schedule.


 


2.4                                 Performance
Standards


 


2.4.1                        Delivery
Order Fill Rate.  An Aggregate
Delivery Order Fill mate of 99.70% shall be deemed as acceptable.  An Aggregate Delivery Order Fill Rate of less
than 99.70% shall be deemed unacceptable. 
Aggregate Deliver Order Fill Rate shall be defined as a measure of the
completeness of orders delivered to all Restaurants as a percentage of the
orders that were placed for those deliveries. 
Cases delivered will exclude mispicks,


 


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damaged cases, out of code cases, shorted items,
overlooked and returned items.


 


2.4.2                        On-Time
Delivery Rate.  An On-Time aggregate
percentage of 90% on key drop deliveries and 70% on attended deliveries shall
be deemed as acceptable.  On Time
Delivery Rate shall be defined as the delivery process beginning at one hour
after restaurant closes to 6:30 a.m. for key drop deliveries and + one-hour
/minus one-half-hour for attended deliveries from the time set for the expected
delivery as a percentage of the total number of deliveries made by the
Distributor.


 


2.4.3                        If the
Company at any time determines that Distributor does not perform in accordance
with the standards set forth herein, Company must notify Distributor of said
non-performance.  Said notice shall be
in written form and contain the specific nonperformance issue with proof
thereof regarding Distributor’s nonperformance.  Distributor shall have ninety (90) days from receipt of said
notice to remedy the non-performance issue.


 


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3.                                      Inventory
and Order Placement


 


3.1                                 Electronic
Order Entry.  Orders will be
remitted electronically.  Orders will be
placed via Distributor’s online order entry system.  All orders will be transmitted 24 flours prior to scheduled
departure.


 


3.1.1                        Fax and
phone-in orders will be taken for the [*]. 
Thereafter, the fee will be $[*] per case for phone and fax orders.


 


3.1.2                        Distributor
will offer $[*] upon execution of this agreement for the purchase of computer
equipment.  The $[*] will be issued as a
credit against Company’s accounts receivable.


 


3.1.3                        Special
orders.  A fee of $[*] or the actual
expense to market the special delivery, whichever is greater, will be added to
the invoice.  Actual cost is defined as
administrative and warehouse costs plus $[*] per mile for all out of route
miles.  The fee will be effective once a
pattern of special ordering is established. 
If, a special order is the result of a Distributor error, the costs
associated with such special order will be the responsibility of Distributor.


 


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3.2                                 Returned
Product.  For purchases that are
returned for credit that are determined to be the result of a Restaurant’s
excessive ordering or other ordering errors, a restocking fee equal to [*]
percent of the total dollar value of the returned product will be assessed.


 


3.3                                 Shipment
of Products Not Approved by Company. 
Any products not approved by Company’s designated representative cannot
be sold to the individual Restaurants by Distributor.


 


3.4                                 Inventory.  Distributor will inventory and deliver
Company’s items as requested utilizing a four-week lead time on new items and
an eight-week lead time on deleted items. 
If any Product requested by Company results in greater than four weeks
on hand Inventory a definitive action plan will be provided to Distributor by
Company’s designated representative. 
The written plan will detail the actions that will be taken to lower the
level to a maximum of four weeks supply within twenty-one days of
notification.  The action plan will
consist of the following options: 1) Force-ship of inventory to restaurants as
directed by Company; 2) Donating inventory to an entity at Company’s
discretion; or 3) Destroying and disposing of inventory at Company’s
discretion.  For inventory that remains
on-hand thirty days after notification, Distributor will charge Company a
storage fee of two percent (2%) per month. 
Distributor shall follow all written directions


 


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from Company’s
designated representative with respect to the distribution and sale of Company
Requested Inventory, as hereinafter defined on Schedule 3.5.  Items requested by Company which Distributor
would not otherwise purchase, warehouse and deliver shall be governed by the
terms and conditions of the Customer Requested Inventory procedures attached as
Exhibit 3.5.


 


3.5                                 Damages,
Shortages and Errors.  Any damage, shortage,
or error shall be noted on the invoice and signed by Restaurant’s receiving
personnel.  Credit for damages, shorts,
or errors will be noted by Distributor’s delivery personnel and will be final.  Notice of shortages on key-drop deliveries
need to be made by Noon on the same day as delivery.  All reasonable efforts will be expended in determining the root
cause of the damage, shortage, or error.


 


3.6                                 If
Distributor is out-of-stock with respect to any Product, any affected
Restaurant shall be notified regarding out-of-stocks and the expected period of
duration of the out-of-stock prior to making the next scheduled deliveries.


 


3.7                                 Should
a substitution be necessary and approved by Company, Distributor will ship a
comparable product at a sell price calculated using the same pricing
methodology as on the original product.


 


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3.8                                 In
the event of a shortage of Product, as determined in a written notice to
Distributor by Company’s designated representative, Distributor shall allocate
sales of the Product in short supply among the Restaurants based upon the
written instructions from Company’s designated representative.


 


4.                                      Company’s
Obligations


 


4.1                                 Company
agrees to review Distributor’s current vendor base for future product needs or
product changes where possible and mutually agreed upon by both parties.


 


4.2                                 Restaurants
shall identify authorized representatives responsible for developing and
releasing orders to Distributor.


 


4.3                                 Company
will provide Distributor with written evidence of existence of agreements with
product manufacturers in which the manufacturers have agreed on prices they
will charge Distributor for products to be resold to Company.  Company must notify Distributor in writing
of the existence of any additional agreements of this sort.  Distributor will not be responsible for the
failure to purchase under such additional agreements in the absence of written
notice from Company of the existence of such agreements.


 


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4.4                                 Company
shall provide Distributor list of suppliers approved by Company to provide
Products to the Company’s Restaurants (“Approved supplier”).  A list of Approved Suppliers is attached
hereto as Exhibit 4.4.


 


5.                                      Price


 


5.1                                 Distributor
shall charge and Company agrees to pay an amount equal to the Cost plus
appropriate pricing adjustments as outlined on Exhibit 5 (“Pricing”).  As used herein, Cost shall mean the F.O.B.
invoiced amount from the supplier, manufacturer, vendor or packer plus freight,
plus any Vendor charges or fees appearing on the invoices (calculated at a per
unit rate).


 


5.2                                 Any
off-invoice allowances granted to Distributor by an Approved Supplier shall be
reflected in the Pricing.  Any cash
discounts shall be the property of the Distributor.  Discontinued discounts from vendors will result in an adjustment
to the pricing methodology on applicable products.  (Discount loss equals increase in pricing).


 


5.3                                 “Full
Line” Distributor in Geographic Territory/Delivery Terms.  Company acknowledges that Distributor is the
exclusive distributor to Company’s Restaurants.  Should Company add Restaurants outside the Territory or eliminate


 


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Restaurants within
the Territory, or establish additional restaurant concepts either inside or
outside of the Territory, Company and Distributor shall meet its advance of any
proposed change to address any material impact, positive or negative, and shall
negotiate, in good faith, an appropriate adjustment to the pricing methodology,
as warranted.  Failure to agree to an
appropriate adjustment shall subject the parties to the Alternative Dispute
Resolution Procedures as defined below.


 


5.4                                 Merchandising,
Marketing Allowances.  Company
acknowledges that Distributor performs value-added services for suppliers of
Products, beyond procurement activities typically provided, including regional
and national marketing, freight management, consolidated warehousing
distribution, quality assurance and performance-based product marketing.  Distributor may recover the costs of
providing these services and/or be compensated for these services directly from
the suppliers (“MMA”).  Such
compensation, regardless of how paid or recovered, is not related to Company’s
purchase of the Products and therefore will not reduce the cost of Products to
the Company and such compensation shall be retained by Distributor.  Distributor is not required to disclose such
compensation to Company nor shall such compensation be available during any
audit rights provided herein. 
Distributor acknowledges its primary responsibility is to


 


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Company and such
services with suppliers shall not diminish its commitment to the Performance
Standards.


 


5.5                                 Sales-Distributor
and customer will comply with all applicable sales tax laws.


 


6.                                      Withdrawals
and Recalls


 


6.1                                 In
the event it is deemed necessary by either Company, in its discretion, or any
of the Approved Suppliers, to withdraw or recall from Distributor and/or from
the Restaurants any quantity of any Products (a) as a result of failure of such
Products to satisfy the Company’s specifications as agreed upon by Company and
the Approved Suppliers (b) for any other reason bearing on quality and/or
safety of such Products, or (c) to prevent, minimize or otherwise protect
against an actual or perceived threat to Company’s brand, Distributor shall
comply diligently with all Product withdrawal/recall procedures in accordance
with “Exhibit 6.1” “Product Withdrawals/ Recall”.


 


6.2                                 Distributor
shall not be required to bear the costs associated with the withdrawal or
recall of any Product unless such withdrawal or recall is the result of the
negligence or intentional acts of Distributor. 
Company shall cause the Approved Supplier(s) in question to reimburse
Distributor for such costs.


 


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7.                                      Confidentiality


 


7.1                                 Confidential
Information means all information communicated by Company to Distributor or by
Distributor to Company which is considered by Company or Distributor to be
confidential, including, but not limited to: the terms of this Agreement; all
information as to quantity, cost and prices for Products; methods of operation;
business acquisitions and or expansion plans, all information relating to
marketing, new products, sales volume and data regarding the operations of
Company or Distributor, the Restaurants; and other information identified or
reasonably identifiable as confidential or proprietary.  Confidential Information also includes
information in any manner related to Distributor’s compliance or failure to
comply with or meet the Performance Standards.


 


Distributor
and Company acknowledge that each needs to protect the other by maintaining the
confidentiality of Confidential Information that may be disclosed by Company
and Distributor.  Accordingly, each
party shall keep such Confidential Information and any materials containing
Confidential Information confidential and shall maintain them in the strictest
of confidence both during the initial Term and any Renewal Term and for a
period of three (3) years thereafter. 
Such Confidential Information shall only be disclosed within either
party’s


 


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organization
to such persons who have a need to know and shall not be disclosed to any third
party without the express written consent of the other party.


 


Each party
agrees and acknowledges that the other shall be subject to irreparable harm if
this provision is breached and money damages alone will not provide an adequate
remedy for such breach.  Accordingly,
the non-breaching party shall be entitled to an injunction along with
reasonable attorneys’ fees, costs and expenses associated with enforcing this
provision.


 


7.2                                 The
confidentiality obligations of this §7 shall not apply to information which
Distributor or Company is compelled to disclose by judicial or administrative
process or by other mandatory requirements of law; provided, however, that the
disclosing party shall notify the other party of the required disclosure prior
to such disclosure.


 


8.                                      Indemnification.  Company and Distributor shall each defend,
indemnity and hold harmless the other party including, its officers, directors,
employees, agents, parents, subsidiaries, affiliates and members (collectively
“Indemnitees”), of, from and against any and all claims, demands, actions,
cause of action, losses, liabilities, damages, costs and expenses, including,
without limitation, reasonable attorney’s fees and costs and expenses (all of
the foregoing collectively referred to as “Damages”), caused by one party


 


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to the other and based upon or arising out of (i) any breach of this
Agreement by it; (ii) any negligent act or omission of it in connection with
provision of Distribution Services which results in any property damage or
personal injury, including, but not limited to, illness or death; and (iii) any
negligent act or omission of it in connection with the purchase, receipt,
storage, shipment; delivery, resale or consumption of any Product, provided,
however, that Distributor or Company shall not be liable for Damages to an
Indemnitee to the extent such Damages result from the negligence; recklessness
or misconduct of such Indemnitee; NOR, EXCEPT AS OTHERWISE PROVIDED, SHALL
DISTRIBUTOR OR COMPANY, UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY INDEMNITEE FOR
ANY CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIM
FOR LOST PROFITS OR ANTICIPATED PROFITS.


 


9.                                      Insurance. 
Company and Distributor shall maintain comprehensive liability insurance
coverage during the entire term of this Agreement, with minimum coverage
amounts of $1,000,000 per occurrence and $10,000,000 aggregate, including
product liability coverage for damage, injury and/or death to persons and for
damage and/or injury to property, and each shall provide to the other upon
request written evidence of such coverage.


 


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10.                               Term
and Commencement


 


10.1                           This
Agreement shall become effective as of the Effective Date and shall expire five
(5) years from the Effective Date (“Initial Term), unless otherwise terminated
pursuant to the terms of this Agreement.


 


10.2                           Unless
either party notifies the other at least 180 days but no more than 270 days
prior to the end of the Initial Term or Renewal Term, the Agreement will
automatically extend for additional five (5) year periods (“Renewal Term”).


 


11.                               Cancellation,
Termination, Events of Default. 
A party may terminate this agreement upon the following Events of
Default:


 


(a)           If the other party falls or refuses
to comply with any of its material obligations under this Agreement after
having been given written notice of the breach of any provision and having
felled to cure such breach within the applicable time limit specified in the
relevant section herein or, if no time period is attributable to the cure,
sixty (60) days, or


 


(b)           The other party becomes bankrupt,
insolvent or otherwise unable to pay its obligations as they become due.


 


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Sections 7, Confidentiality and 12.6 Dispute Resolution Procedures
shall survive the End of this Agreement.


 


12.                               Miscellaneous
Provisions


 


12.1                           Entire
Agreement.  This Agreement,
including any Exhibits, amendments or addendums, supersedes all prior
negotiations, discussions, representations, understandings and agreements
between the parties with respect to the matters contained herein, and contains
the only agreement between the parties hereto with respect to the transactions
contemplated by this Agreement.


 


12.2                           Amendments,
Modifications and Waiver.  This
Agreement may not be waived, modified or amended except by a written instrument
executed by authorized representatives of both parties.  A waiver on one occasion shall not be a
waiver of the same or any other breach on any other occasion.  No course of dealing or performance by any
party, and no failure, omission, delay or forbearance by any party, in whole or
in part, in exercising any right, power, benefit or remedy shall constitute a
waiver of such right, power, benefit or remedy.


 


12.3                           Cumulative
Remedies.  No remedy conferred upon
either party is intended to be exclusive of any other remedy, and each and
every such remedy shall be in


 


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addition to,
and not in limitation of or substitution for, every remedy available at law or
in equity or by statute or otherwise.


 


12.4                           Headings.  The headings in this Agreement are for
convenience of reference and are not a part of this Agreement and shall not
affect the meaning or construction of any of its provisions.


 


12.5                           Governing
Law.  This Agreement shall become
valid when executed and accepted by Company. 
The parties agree that it shall be deemed made and entered into in the
State of New York and shall be governed and construed in accordance with the
law of the State of New York without giving effect to any conflict of law rule
or principle that might require the application of the law of another
jurisdiction.  Any suit filed in
pertaining to or arising out of the Agreement shall be filed in the courts of
Broome County, New York.


 


12.6                           Alternative
Dispute Resolution.  In the event of
any dispute between the parties relating to this Agreement, the parties agree
that the following dispute resolution procedures shall be followed:  “Dispute” shall mean any alleged material
breach of any representation, warranty or obligation therein, or a disagreement
regarding the interpretation, performance or nonperformance of any provision
thereof, or the validity, scope and enforceability of these Dispute Resolution
Procedures, or any


 


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dispute regarding
any damages arising from the termination of the Agreement: provided that, any
attempt by either party to obtain or enforce equitable remedies, including but
not limited to preliminary or permanent injunctions, temporary restraining
order or specific performance shall not be deemed a Dispute hereunder.  Any party may give written notice to the
other party of the existence of a dispute (a “Dispute Notice”).


 


Step one of
the Alternate Dispute Resolution requires a senior executive of each party, not
involved in the Dispute, to negotiate over a period of at least ten (10) days
after a Dispute Notice is given.  The
senior executives will continue to negotiate past the ten (10), day period for
as long as both senior executives agree that progress towards a resolution is
being made.


 


Step Two of
the Alternate Dispute Resolution requires the parties to submit to mediation
upon the request of either party to the Center for Public Resources to provide
a member of the CPR Panel of Neutrals to act as mediator to work with the
parties to resolve their differences. 
The mediator appointed shall be qualified by experience to deal with
issues arising in contracts similar to the Agreement and may be rejected by a
party only for bias.  The mediator shall
meet with the parties within twenty (20) days of his or her appointment to help
the parties resolve the Dispute. 
Efforts to reach a settlement will continue until (a) a written
settlement


 


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is reached,
(b) the mediator concludes and informs the parties in writing that further
efforts would not be useful, or (c) the parties agree in writing that an
impasse has been reached.  The costs of
the mediation, including fees and expenses, shall be borne equally by the parties.


 


Step Three of
the Alternate Dispute Resolution requires the parties to agree to binding
arbitration conducted in accordance with the Center for Public Resources Rules
for Non-Administered Arbitration of Business Disputes, by three arbitrators, of
whom each party shall appoint one and the third to be selected by the other
two.  The arbitration shall be governed
by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the
award rendered by the arbitrator(s) shall be binding upon the parties and may
be entered by any court having jurisdiction thereof.  The place of arbitration shall be Broome County, New York.  The arbitrator(s) are not empowered to award
damages in excess of those damages authorized by the Agreement.  All costs of arbitration including the fees
of the arbitrator(s) shall be borne equally by the parties.


 


12.7                           Severability.  The provisions of this Agreement are
severable and this Agreement shall be interpreted and enforced as if all
completely invalid or unenforceable provisions were not contained in this
Agreement, and partially valid and


 


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enforceable
provisions shall be enforced to the extent that they are valid and enforceable.


 


12.8                           Successors
and Assigns.  This Agreement shall
be binding upon, and shall inure to the benefit of the parties hereto and their
respective heirs, executors, legal representatives, successors and permitted
assigns; provided, however; that Company or Distributor may not assign,
delegate, transfer, convey or subcontract all or any portion of its rights,
duties, and obligations under this Agreement without the prior written consent
of the other party, which consent may be given or withheld for any reason or no
reason.  This Agreement is not intended
to confer on third parties, other than permitted assigns, the right to enforce
any provisions of the Agreement.


 


12.9                           Contribution.  There is no allowance for Contribution in
the Pricing proposal.  Neither Company
nor Restaurants will solicit Distributor for any such contributions (i.e. golf
tournaments, company picnics, charitable events).


 


12.10                     Notices
and Authorized Representatives of the Company.  All notices, requests, demands, tenders and other communications
required under this Agreement shall be in writing and shall be deemed given (a)
if delivered, mailed (certified or registered mall, postage prepaid) or sent by
overnight courier to the other party at


 


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its address set
forth below, or (b) If transmitted by facsimile to the facsimile number of the
other party if set forth below, or (c) if transmitted by email to the e-mall
address of the other party if set forth below. 
Any party may change its mailing address, facsimile number, or e-mall
address by giving notice to the other party in the manner provided herein.


 


Notices to
Company should be addressed as follows:


 


	
  Address:

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
   

  
	
   

  	
   

  
	
  Telephone #:

  	
   

  
	
   

  	
   

  
	
  Facsimile #:

  	
   

  
	
   

  	
   

  
	
  E-mall
  Address:

  	
   

  



 


Notices to
Distributor should be addressed as follows:


 


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Address:                                                                                                    Maines
Paper & Food Service, Inc.

PO Box 450

101 Broome Corporate Parkway

Conklin, NY.  13748


 


Attention:                                                                                               Patrick
Murphy

Vice President, National Accounts


Telephone #:                                                                                (607)
779-1212


Facsimile #:                                                                                        (607)
779-1695


E-mall Address:                                                                  Patrick.Murphy@Maines.net


 


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IN WITNESS
WHEREOF, Company and Distributor have executed this Agreement as of the
Effective Date.


 


 


	
  WITNESS:

  	
   

  	
  DavCo
  Restaurants, Inc.

  
	
   

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph F. Cunnane, III

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph
  F. Cunnane, III

  
	
   

  	
   

  	
  Print name

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ David J. Norman

  



 


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  WITNESS:

  
	
   

  	
  MAINES PAPER & FOOD
  SERVICE, INC.

  (Distributor)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Mellon

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher Mellon

  
	
   

  	
   

  	
  Print name

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  



 


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EXHIBITS


 


(These are
numbered using the section number where they have first been referred to in the
Agreement)


 


1.2           Credit Terms and Conditions


 


1.26         Territory


 


2.1           Products Covered by this Agreement


 


3.5           Customer Requested Inventory


 


4.4           Approved Suppliers


 


5.             Pricing


 


6.1           Product Withdrawals/Recalls


 

















 


Exhibit 1.2


 


Credit Terms and
Conditions


 


[*]


 

















 


EXHIBIT 1.26


 


TERRITORY


 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  1

  	
   

  	
  01 WALDORF

  	
   

  	
  2040 CRAIN HIGHWAY

  	
   

  	
  WALDORF, MD 20601

  
	
  2

  	
   

  	
  02 ALEXANDRIA

  	
   

  	
  6329 RICHMOND HIGHWAY

  	
   

  	
  ALEXANDRIA, VA 22306

  
	
  3

  	
   

  	
  03 MILLERSVILLE

  	
   

  	
  8203 MD RT 3 (VETERANS HWY)

  	
   

  	
  MILLERSVILLE, MD 21108

  
	
  4

  	
   

  	
  04 COCKEYSVILLE

  	
   

  	
  9817-23 YORK ROAD

  	
   

  	
  COCKEYSVILLE, MD 21030

  
	
  5

  	
   

  	
  07 EDGEWOOD

  	
   

  	
  1950 PULASKI HIGHWAY

  	
   

  	
  EDGEWOOD, MD 21009

  
	
  6

  	
   

  	
  08 OXON HILL

  	
   

  	
  6122 OXON HILL ROAD

  	
   

  	
  OXON HILL, MD 20745

  



 


27

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  7

  	
   

  	
  09 PENN MAR

  	
   

  	
  3440 DONNELL DRIVE

  	
   

  	
  FORESTVILLE, MD 20747

  
	
  8

  	
   

  	
  11 HARTFORD & JOPPA

  	
   

  	
  3001 EAST JOPPA ROAD

  	
   

  	
  BALTIMORE, MD 21201

  
	
  9

  	
   

  	
  12 CLINTON

  	
   

  	
  8907 WOODYARD ROAD

  	
   

  	
  CLINTON, MD 20735

  
	
  10

  	
   

  	
  13 CRAIN HIGHWAY

  	
   

  	
  6910 RITCHIE HIGHWAY

  	
   

  	
  GLEN BURNIE, MD 21061

  
	
  11

  	
   

  	
  14 REISTERSTOWN

  	
   

  	
  10109 REISTERSTOWN ROAD

  	
   

  	
  OWINGS MILLS, MD 21117

  
	
  12

  	
   

  	
  15 BELTSVILLE

  	
   

  	
  10634 BALTIMORE BLVD

  	
   

  	
  BELTSVILLE, MD 20705

  
	
  13

  	
   

  	
  16 JUMPERS HOLE

  	
   

  	
  8146 RITCHIE HIGHWAY

  	
   

  	
  PASADENA, MD 21122

  
	
  14

  	
   

  	
  17 WOODBRIDGE

  	
   

  	
  14117 JEFF DAVIS HWY

  	
   

  	
  WOODBRIDGE, VA 22191

  



 


28

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  15

  	
   

  	
  18 FREDERICK

  	
   

  	
  1201 WEST PATRICK STREET

  	
   

  	
  FREDERICK, MD 21701

  
	
  16

  	
   

  	
  20 LIBERTY ROAD

  	
   

  	
  8610 LIBERTY ROAD

  	
   

  	
  RANDALLSTOWN, MD 21133

  
	
  17

  	
   

  	
  21 LANDOVER

  	
   

  	
  8211 LANDOVER ROAD

  	
   

  	
  LANDOVER, MD 20785

  
	
  18

  	
   

  	
  22 LAPLATA

  	
   

  	
  6293 CRAIN HIGHWAY

  	
   

  	
  LAPLATA, MD 20646

  
	
  19

  	
   

  	
  23 MARTIN BOULEVARD

  	
   

  	
  119 BEACON ROAD

  	
   

  	
  BALTIMORE, MD 21220

  
	
  20

  	
   

  	
  24 WABASH

  	
   

  	
  4410 WEST NORTHERN PKY

  	
   

  	
  BALTIMORE, MD 21215

  
	
  21

  	
   

  	
  25 NORTH POINT

  	
   

  	
  4000 NORTH POINT BOULEVARD

  	
   

  	
  BALTIMORE, MD 21222

  
	
  22

  	
   

  	
  26 DORSEY ROAD

  	
   

  	
  7399 B&A BOULEVARD

  	
   

  	
  GLEN BURNIE, MD 21061

  



 


29

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  23

  	
   

  	
  27 SILVER HILL

  	
   

  	
  5425 SILVERHILL ROAD

  	
   

  	
  SUITLAND, MD 20746

  
	
  24

  	
   

  	
  28 PATAPSCO

  	
   

  	
  605 E. PATAPSCO AVENUE

  	
   

  	
  BALTIMORE, MD 21225

  
	
  25

  	
   

  	
  29 WEST STREET

  	
   

  	
  1949 WEST STREET

  	
   

  	
  ANNAPOLIS, MD 21401

  
	
  26

  	
   

  	
  30 HAGERSTOWN

  	
   

  	
  350 DUAL HIGHWAY

  	
   

  	
  HAGERSTOWN, MD 21746

  
	
  27

  	
   

  	
  31 RIVIERA BEACH

  	
   

  	
  8457 FT SMALLWOOD ROAD

  	
   

  	
  PASADENA, MD 21122

  
	
  28

  	
   

  	
  34 BAYBRIDGE

  	
   

  	
  1454 WHITEHALL ROAD

  	
   

  	
  ANNAPOLIS, MD 21401

  
	
  29

  	
   

  	
  35 KING STREET

  	
   

  	
  5050 CHESTERFIELD ROAD

  	
   

  	
  ARLINGTON, VA 22206

  
	
  30

  	
   

  	
  36 MERRITT BOULEVARD

  	
   

  	
  1320 MERRITT BOULEVARD

  	
   

  	
  BALTIMORE, MD 21222

  



 


30

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  31

  	
   

  	
  37 GREENBELT

  	
   

  	
  7513 GREENBELT ROAD

  	
   

  	
  GREENBELT, MD 20770

  
	
  32

  	
   

  	
  39 TAKOMA PARK

  	
   

  	
  6823 NEW HAMPSHIRE AVE

  	
   

  	
  TAKOMA PARK, MD 20912

  
	
  33

  	
   

  	
  40 ECHO HILLS

  	
   

  	
  7391 LEE HIGHWAY

  	
   

  	
  FALLS CHURCH, VA 22042

  
	
  34

  	
   

  	
  41 VAN DORN

  	
   

  	
  229 S VAN DORN STREET

  	
   

  	
  ALEXANDRIA, VA 22314

  
	
  35

  	
   

  	
  42 WESTSIDE

  	
   

  	
  2339 FREDERICK AVENUE

  	
   

  	
  BALTIMORE, MD 21223

  
	
  36

  	
   

  	
  43 MANASSAS I

  	
   

  	
  8989 CENTREVILLE ROAD

  	
   

  	
  MANASSAS, VA 22110

  
	
  37

  	
   

  	
  44 DERWOOD

  	
   

  	
  15807 FREDERICK ROAD

  	
   

  	
  ROCKVILLE, MD 20850

  
	
  38

  	
   

  	
  45 TYSON’S CORNER

  	
   

  	
  8301 LEESBURG PIKE

  	
   

  	
  VIENNA, VA 22182

  



 


31

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  39

  	
   

  	
  47 MANASSAS II

  	
   

  	
  8010 SUDLEY ROAD

  	
   

  	
  MANASSAS, VA 22042

  
	
  40

  	
   

  	
  48 WOODLAWN

  	
   

  	
  8700 RICHMOND HIGHWAY

  	
   

  	
  ALEXANDRIA, VA 22314

  
	
  41

  	
   

  	
  49 LEXINGTON PARK

  	
   

  	
  21589 GREAT MILLS ROAD

  	
   

  	
  LEXINGTON PARK, MD 20653

  
	
  42

  	
   

  	
  50 BELAIR

  	
   

  	
  336 BALTIMORE NATIONAL PIKE

  	
   

  	
  BELAIR, MD 21014

  
	
  43

  	
   

  	
  52 COLUMBIA

  	
   

  	
  6355 DOBBIN ROAD

  	
   

  	
  COLUMBIA, MD 21044

  
	
  44

  	
   

  	
  54 OCEAN CITY

  	
   

  	
  12303 COASTAL HIGHWAY

  	
   

  	
  OCEAN CITY, MD 21842

  
	
  45

  	
   

  	
  55 TRIANGLE

  	
   

  	
  18601 JEFF DAVIS HWY

  	
   

  	
  TRIANGLE, VA 22172

  
	
  46

  	
   

  	
  56 BRIGGS CHANEY

  	
   

  	
  13804 OUTLET DRIVE

  	
   

  	
  SILVER SPRING, MD 20904

  



 


32

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  47

  	
   

  	
  59 SALISBURY

  	
   

  	
  1101 SALISBURY BOULEVARD

  	
   

  	
  SALISBURY, MD 21801

  
	
  48

  	
   

  	
  60 JERMANTOWN

  	
   

  	
  4000 JERMANTOWN ROAD

  	
   

  	
  FAIRFAX, VA 22015

  
	
  49

  	
   

  	
  61 GEORGIA AVENUE

  	
   

  	
  3900 GEORGIA AVENUE NW

  	
   

  	
  WASHINGTON, DC 20011

  
	
  50

  	
   

  	
  62 BURKE

  	
   

  	
  6056 BURKE COMMONS DR

  	
   

  	
  BURKE, VA 22015

  
	
  51

  	
   

  	
  64 COLUMBIA PIKE

  	
   

  	
  3431 COLUMBIA PIKE

  	
   

  	
  ARLINGTON, VA 22204

  
	
  52

  	
   

  	
  65 BELTWAY PLAZA

  	
   

  	
  6242 GREENBELT ROAD

  	
   

  	
  GREENBELT, MD 20770

  
	
  53

  	
   

  	
  66 ANNANDALE

  	
   

  	
  7042 LITTLE RIVER TPK

  	
   

  	
  ANNANDALE, VA 22003

  
	
  54

  	
   

  	
  68 NURSERY ROAD

  	
   

  	
  714 NURSERY ROAD

  	
   

  	
  LINTHICUM, MD 21090

  



 


33

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  55

  	
   

  	
  69 EASTON

  	
   

  	
  8275 OCEAN GATEWAY

  	
   

  	
  EASTON, MD 21601

  
	
  56

  	
   

  	
  70 COLUMBIA 108

  	
   

  	
  9150 ROUTE 108

  	
   

  	
  COLUMBIA, MD 21045

  
	
  57

  	
   

  	
  71 NEW YORK AVENUE

  	
   

  	
  100 NEW YORK AVENUE

  	
   

  	
  WASHINGTON, DC 20002

  
	
  58

  	
   

  	
  72 RESTON

  	
   

  	
  1701 BRACKNELL DRIVE

  	
   

  	
  RESTON, VA 22091

  
	
  59

  	
   

  	
  73 CROFTON

  	
   

  	
  1064 N. BOUND ROUTE 3

  	
   

  	
  GAMBRILLS, MD 21054

  
	
  60

  	
   

  	
  74 BUCKEYSTOWN

  	
   

  	
  5719 BUCKEYSTOWN PIKE

  	
   

  	
  FREDERICK, MD 21701

  
	
  61

  	
   

  	
  75 MONTGOMERY VILLAGE

  	
   

  	
  18350 CONTOUR ROAD

  	
   

  	
  GAITHERSBURG, MD 20877

  
	
  62

  	
   

  	
  76 LEE HIGHWAY

  	
   

  	
  5066 LEE HIGHWAY

  	
   

  	
  ARLINGTON, VA 22205

  
	
  63

  	
   

  	
  77 OCEAN CITY II

  	
   

  	
  3101 COASTAL HIGHWAY

  	
   

  	
  OCEAN CITY, MD 21842

  



 


34

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  64

  	
   

  	
  79 MINNESOTA & DEAN

  	
   

  	
  4250 NANNIE HELEN BUR. AVE

  	
   

  	
  WASHINGTON, DC 20019

  
	
  65

  	
   

  	
  80 FT. WASHINGTON

  	
   

  	
  11815 LIVINGSTON ROAD

  	
   

  	
  FT. WASHINGTON, MD 20744

  
	
  66

  	
   

  	
  81 DUKE & QUAKER

  	
   

  	
  3300 DUKE STREET

  	
   

  	
  ALEXANDRIA, VA 22314

  
	
  67

  	
   

  	
  82 LAUREL LAKES

  	
   

  	
  14050 BALTIMORE BOULEVARD

  	
   

  	
  LAUREL, MD 20707

  
	
  68

  	
   

  	
  83 KENILWORTH

  	
   

  	
  6210 KENILWORTH AVENUE

  	
   

  	
  RIVERDALE, MD 20737

  
	
  69

  	
   

  	
  84 N. WASHINGTON

  	
   

  	
  825 N. WASHINGTON STREET

  	
   

  	
  ALEXANDRIA, VA 22314

  
	
  70

  	
   

  	
  85 BELAIR & SILVER SPRING

  	
   

  	
  8700 BELAIR ROAD

  	
   

  	
  BALTIMORE, MD 21236

  
	
  71

  	
   

  	
  86 OCCOQUAN

  	
   

  	
  1470 OLD BRIDGE ROAD

  	
   

  	
  WOODBRIDGE, VA 22193

  



 


35

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  72

  	
   

  	
  87 HARTFORD & BROADWAY

  	
   

  	
  2045 HARTFORD ROAD

  	
   

  	
  BALTIMORE, MD 21218

  
	
  73

  	
   

  	
  88 COURTHOUSE

  	
   

  	
  2038 WILSON BOULEVARD

  	
   

  	
  ARLINGTON, VA 22201

  
	
  74

  	
   

  	
  90 WATKINS

  	
   

  	
  8 WATKINS PARK DRIVE

  	
   

  	
  KETTERING, MD 20772

  
	
  75

  	
   

  	
  91 CAMBRIDGE

  	
   

  	
  211 SUNBURST HIGHWAY

  	
   

  	
  CAMBRIDGE, MD 21613

  
	
  76

  	
   

  	
  92 COUNTRYSIDE

  	
   

  	
  3 PIDGEON HILL DRIVE

  	
   

  	
  STERLING, VA 22170

  
	
  77

  	
   

  	
  93 RIGGS & SARGENT

  	
   

  	
  6425 A SARGENT ROAD

  	
   

  	
  HYATTSVILLE, MD 20781

  
	
  78

  	
   

  	
  94 CHANTILLY

  	
   

  	
  13902 LEE JACK MEM HWY

  	
   

  	
  CHANTILLY, VA 22021

  
	
  79

  	
   

  	
  95 GERMANTOWN

  	
   

  	
  12988 MIDDLEBROOK ROAD

  	
   

  	
  GERMANTOWN, MD 20875

  



 


36

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  80

  	
   

  	
  96 GOVANS

  	
   

  	
  5615-21 YORK ROAD

  	
   

  	
  BALTIMORE, MD 21201

  
	
  81

  	
   

  	
  97 GARRISONVILLE

  	
   

  	
  145 GARRISONVILLE ROAD

  	
   

  	
  STAFFORD, VA 22554

  
	
  82

  	
   

  	
  98 ABERDEEN II

  	
   

  	
  987 BEARDS HILL ROAD

  	
   

  	
  ABERDEEN, MD 21001

  
	
  83

  	
   

  	
  99 SECURITY BOULEVARD

  	
   

  	
  1660 WHITEHEAD COURT

  	
   

  	
  BALTIMORE, MD 21207

  
	
  84

  	
   

  	
  100 SOUTH CAPITAL &
         

  	
   

  	
  231 STREET, SE

  	
   

  	
  WASHINGTON, DC 20003

  
	
  85

  	
   

  	
  101 FOX CHAPEL

  	
   

  	
  19775 OLD FREDERICK ROAD

  	
   

  	
  GERMANTOWN, MD 20874

  
	
  86

  	
   

  	
  102 WHITE MARLIN

  	
   

  	
  12641 OCEAN GATEWAY

  	
   

  	
  OCEAN CITY, MD 21842

  
	
  87

  	
   

  	
  103 DARENSTOWN

  	
   

  	
  121114 DARNESTOWN RD

  	
   

  	
  GAITHERSBURG, MD 20878

  



 


37

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  88

  	
   

  	
  104 LEESBURG

  	
   

  	
  404 E MARKET PLAZA

  	
   

  	
  LEESBURG, VA 22075

  
	
  89

  	
   

  	
  105 DRANESVILLE

  	
   

  	
  46900 COMMUNITY PLAZA

  	
   

  	
  STERLING, VA 22075

  
	
  90

  	
   

  	
  106 GOLDEN RING

  	
   

  	
  8699 PHILADELPHIA ROAD

  	
   

  	
  BALTIMORE, MD 21237

  
	
  91

  	
   

  	
  107 LOCHRAVEN & JOPPA

  	
   

  	
  1608 EAST JOPPA ROAD

  	
   

  	
  TOWSON, MD 21204

  
	
  92

  	
   

  	
  108 WESTMINSTER

  	
   

  	
  395 NORTH CENTER STREET

  	
   

  	
  WESTMINSTER, MD 21157

  
	
  93

  	
   

  	
  109 ASPEN HILL

  	
   

  	
  14012 CONNECTICUT AVE

  	
   

  	
  SILVER SPRING, MD 20904

  
	
  94

  	
   

  	
  110 ROCKVILLE

  	
   

  	
  808 ROCKVILLE PIKE

  	
   

  	
  ROCKVILLE, MD 20855

  



 


38

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  95

  	
   

  	
  111 VALLEY PARK

  	
   

  	
  1570 WESEL BOULEVARD

  	
   

  	
  HAGERSTOWN, MD 21746

  
	
  96

  	
   

  	
  112 GAINESVILLE

  	
   

  	
  7450 GAINSVILLE VLG SQ

  	
   

  	
  GAINSVILLE, VA 20155

  
	
  97

  	
   

  	
  113 PRINCE FREDERICK

  	
   

  	
  170 SOLOMONS ISLAND RD

  	
   

  	
  PRINCE FREDERICK, MD 20678

  
	
  98

  	
   

  	
  114 LANHAM

  	
   

  	
  9401 ANNANAPOLIS ROAD

  	
   

  	
  LANHAM, MD 20706

  
	
  99

  	
   

  	
  115 CHANTILLY II

  	
   

  	
  14445 BROOKFIELD TWR DR

  	
   

  	
  CHANTILLY, VA 22021

  
	
  100

  	
   

  	
  116 POTOMAC MILLS

  	
   

  	
  14493 GIDEON DRIVE

  	
   

  	
  WOODBRIDGE, VA 22192

  
	
  101

  	
   

  	
  117 HERNDON

  	
   

  	
  2160 CENTREVILLE ROAD

  	
   

  	
  FAIRFAX, VA 22070

  
	
  102

  	
   

  	
  118 SALISBURY II

  	
   

  	
  2710 N. SALISBURY BLVD

  	
   

  	
  SALISBURY, MD 21801

  



 


39

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  103

  	
   

  	
  119 CATONSVILLE

  	
   

  	
  6600 BALTIMORE NATIONAL PIKE

  	
   

  	
  CATONSVILLE, MD 21228

  
	
  104

  	
   

  	
  120 TOWN CREEK

  	
   

  	
  45460 MIRAMAR WAY

  	
   

  	
  CALIFORNIA, MD 20619

  
	
  105

  	
   

  	
  121 FAIRLAKES

  	
   

  	
  13030 FAIRLAKES PKWY

  	
   

  	
  FAIRFAX, VA 22033

  
	
  106

  	
   

  	
  122 WALDORF SOUTH

  	
   

  	
  3005 CRAIN HIGHWAY

  	
   

  	
  WALDORF, MD 20601

  
	
  107

  	
   

  	
  123 ELDERSBURG

  	
   

  	
  6400 RIDGE ROAD

  	
   

  	
  ELDERSBURG, MD 21784

  
	
  108

  	
   

  	
  124 THURMONT

  	
   

  	
  303 TIPPIN DRIVE

  	
   

  	
  THURMONT, MD 21788

  
	
  109

  	
   

  	
  125 TAPPAHANNOCK

  	
   

  	
  1433 TAPPAHANNOCK BLVD

  	
   

  	
  TAPPAHANNOCK, VA 22560

  
	
  110

  	
   

  	
  126 SHARPSBURG

  	
   

  	
  10502 SHARPSBURG PIKE

  	
   

  	
  HAGERSTOWN, MD 21740

  



 


40

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  111

  	
   

  	
  128 CALVERTON

  	
   

  	
  11741 BELTSVILLE DRIVE

  	
   

  	
  CALVERTON, MD 20705

  
	
  112

  	
   

  	
  129 FALMOUTH

  	
   

  	
  588 WARRENTON ROAD

  	
   

  	
  FALMOUTH, VA 22405

  
	
  113

  	
   

  	
  130 JOPPATOWNE

  	
   

  	
  1060 JOPPA FARM ROAD

  	
   

  	
  JOPPATOWNE, MD 21085

  
	
  114

  	
   

  	
  131 LAUREL/198

  	
   

  	
  3563 RUSSETT GREEN EAST

  	
   

  	
  LAUREL, MD 20724

  
	
  115

  	
   

  	
  132 WHITE MARSH

  	
   

  	
  8241 PERRY HALL BOULEVARD

  	
   

  	
  BALTIMORE, MD 21237

  
	
  116

  	
   

  	
  133 FLOWER HILL

  	
   

  	
  18425 WOODFIELD ROAD

  	
   

  	
  GAITHERSBURG, MD 20879

  
	
  117

  	
   

  	
  134 EDGEWATER

  	
   

  	
  100 EAST CENTRAL AVENUE

  	
   

  	
  EDGEWATER, MD 21037

  
	
  118

  	
   

  	
  135 HAMPSTEAD

  	
   

  	
  4224 NORTH WOODS TRAIL

  	
   

  	
  HAMSTEAD, MD 21074

  



 


41

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  119

  	
   

  	
  136 ELKTON

  	
   

  	
  101 PULASKI HIGHWAY

  	
   

  	
  ELKTON, MD 21921

  
	
  120

  	
   

  	
  137 K STREET

  	
   

  	
  1725 K STREET, NW

  	
   

  	
  WASHINGTON, DC 20005

  
	
  121

  	
   

  	
  138 VIENNA

  	
   

  	
  411 EAST MAPLE AVENUE

  	
   

  	
  VIENNA, VA 22180

  
	
  122

  	
   

  	
  139 PRINCE WILLIAM

  	
   

  	
  2410 PRINCE WILLIAM PKWY

  	
   

  	
  WOODBRIDGE, VA 22192

  
	
  123

  	
   

  	
  140 7 CORNERS

  	
   

  	
  6349 SEVEN CORNERS

  	
   

  	
  FALLS CHURCH, VA 22015

  
	
  124

  	
   

  	
  141 CASCADES

  	
   

  	
  46350 POTOMAC RUN PLAZA

  	
   

  	
  STERLING, VA 20164

  
	
  125

  	
   

  	
  142 BRANCH AVENUE

  	
   

  	
  3636 BRANCH AVENUE

  	
   

  	
  TEMPLE HILLS, MD 20784

  
	
  126

  	
   

  	
  143 MLK

  	
   

  	
  901 MCCULLOH STREET

  	
   

  	
  BALTIMORE, MD 21212

  



 


42

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  127

  	
   

  	
  144 HUNT VALLEY

  	
   

  	
  11320 YORK ROAD

  	
   

  	
  HUNT VALLEY, MD 21030

  
	
  128

  	
   

  	
  145 CAMP SPRINGS

  	
   

  	
  6335 ALLENTOWN

  	
   

  	
  CAMP SPRINGS, MD 20748

  
	
  129

  	
   

  	
  146 BOWIE

  	
   

  	
  16400 HARBOUR WAY

  	
   

  	
  BOWIE, MD 20716

  
	
  130

  	
   

  	
  147 MERRIFIELD

  	
   

  	
  3040 GATEHOUSE PLAZA

  	
   

  	
  MERRIFIELD, VA 22042

  
	
  131

  	
   

  	
  148 FAIRFAX CITY

  	
   

  	
  9688 MAIN STREET

  	
   

  	
  FAIRFAX CITY, VA 22031

  
	
  132

  	
   

  	
  149 MOUNTAIN ROAD

  	
   

  	
  8098 EDWIN RAYNOR BLVD

  	
   

  	
  PASADENA, MD 21122

  
	
  133

  	
   

  	
  150 WASHINGTON

  	
   

  	
  3620 WASHINGTON BLVD

  	
   

  	
  BALTIMORE, MD 21227

  
	
  134

  	
   

  	
  151 ELKRIDGE

  	
   

  	
  7311 WASHINGTON BLVD

  	
   

  	
  ELKRIDGE, MD 21227

  



 


43

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  135

  	
   

  	
  152 NEW CARROLLTON

  	
   

  	
  8308 ANNAPOLIS ROAD

  	
   

  	
  NEW CARROLLTON, MD 20784

  
	
  136

  	
   

  	
  153 BWI

  	
   

  	
  1589 WEST NURSERY ROAD

  	
   

  	
  LINTHICUM, MD 21090

  
	
  137

  	
   

  	
  154 SAVAGE

  	
   

  	
  8850 GORMAN ROAD

  	
   

  	
  LAUREL, MD 20723

  
	
  138

  	
   

  	
  155 KENT ISLAND

  	
   

  	
  120 CHESTER STATION ROAD

  	
   

  	
  CHESTER, MD 21619

  
	
  139

  	
   

  	
  156 NORTHEAST

  	
   

  	
  2522 W. PULASKI HIGHWAY

  	
   

  	
  NORTH EAST, MD 21901

  
	
  140

  	
   

  	
  157 FRANKLIN BOULEVARD

  	
   

  	
  11818 REISTERSTOWN ROAD

  	
   

  	
  REISTERSTOWN, MD 21136

  
	
  141

  	
   

  	
  158 UPPER MARLBORO

  	
   

  	
  15408 CHRYSLER DRIVE

  	
   

  	
  UPPER MARLBORO, MD 20772

  
	
  142

  	
   

  	
  159 CHARLOTTE HALL

  	
   

  	
  30273 TRIANGLE DRIVE

  	
   

  	
  CHARLOTTE HALL, MD 20622

  



 


44

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City,
  State

  
	
  143

  	
   

  	
  160 SALISBURY III

  	
   

  	
  403 PUNKIN COURT

  	
   

  	
  SALISBURY, MD 21804

  
	
  144

  	
   

  	
  161 SEVERNA PARK

  	
   

  	
  498 RITCHIE HIGHWAY

  	
   

  	
  SEVERNA PARK, MD 21146

  
	
  145

  	
   

  	
  162 MIDDLESEX

  	
   

  	
  1344 EASTERN BOULEVARD

  	
   

  	
  BALTIMORE, MD 21221

  
	
  146

  	
   

  	
  163 CENTRAL AVENUE

  	
   

  	
  8715 CENTRAL AVENUE

  	
   

  	
  CAPITAL HEIGHTS, MD 20743

  
	
  147

  	
   

  	
  164 CLARKSVILLE

  	
   

  	
  5801 CLARKSVILLE SQUARE DR

  	
   

  	
  CLARKSVILLE, MD 21029

  
	
  148

  	
   

  	
  165 ANNANDALE II

  	
   

  	
  7530 LITTLE RIVER TURNPIKE

  	
   

  	
  ANNANDALE, VA 22003

  
	
  149

  	
   

  	
  166 HIGHLAND

  	
   

  	
  6411 EASTERN AVENUE

  	
   

  	
  BALTIMORE, MD 21224

  
	
  150

  	
   

  	
  167 PARKRIDGE

  	
   

  	
  10700 BULLOCH DRIVE

  	
   

  	
  MANASSAS, VA 20109

  



 


45

















 


	
   

  	
   

  	
  Store
  Number and Name

  	
   

  	
  Street
  Address

  	
   

  	
  City, State

  
	
  151

  	
   

  	
  168 HAGERSTOWN

  	
   

  	
  17786 GARLAND GROH BLVD

  	
   

  	
  HAGERSTOWN, MD 21740

  
	
  152

  	
   

  	
  169 LEONARDTOWN

  	
   

  	
  40804 MERCHANT LANE

  	
   

  	
  LEONARDTOWN, MD 20650

  
	
  153

  	
   

  	
  170 ROLLING ROAD

  	
   

  	
  2351 ROLLING ROAD

  	
   

  	
  BALTIMORE, MD 21224

  
	
  154

  	
   

  	
  172 ARUNDEL MILLS

  	
   

  	
  7057 ARUNDEL MILLS BLVD

  	
   

  	
  HANOVER, MD 21076

  
	
  155

  	
   

  	
  173 NICHOLSON LANE

  	
   

  	
  5001 NICHOLSON LANE

  	
   

  	
  ROCKVILLE, MD 20850

  
	
  156

  	
   

  	
  174 DALE CITY

  	
   

  	
  4461 CHESHIRE STATION WAY

  	
   

  	
  DALE CITY, VA 22193

  



 


Due to reopen 9/1/02 - 10/1/02


 


46

















 


EXHIBIT 2.1


 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  1

  	
   

  	
  42847

  	
   

  	
  Spongebob toy

  	
   

  	
  Elk

  	
   

  	
  250

  	
   

  	
  Formula Pricing

  
	
  2

  	
   

  	
  42848

  	
   

  	
  Toy 2

  	
   

  	
  Elk

  	
   

  	
  250

  	
   

  	
  Formula Pricing

  
	
  3

  	
   

  	
  42849

  	
   

  	
  Toy 3

  	
   

  	
  Elk

  	
   

  	
  250

  	
   

  	
  Formula Pricing

  
	
  4

  	
   

  	
  42850

  	
   

  	
  Toy 4

  	
   

  	
  Elk

  	
   

  	
  250

  	
   

  	
  Formula Pricing

  
	
  5

  	
   

  	
  10164

  	
   

  	
  Diet Coke

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  6

  	
   

  	
  10165

  	
   

  	
  Sprite

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  7

  	
   

  	
  10203

  	
   

  	
  Coke Classic

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  8

  	
   

  	
  16705

  	
   

  	
  Mr. Pibb Extra

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  9

  	
   

  	
  14780

  	
   

  	
  MM Lemonade

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  10

  	
   

  	
  16896

  	
   

  	
  Hi-C Fruit Punch

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  11

  	
   

  	
  13279

  	
   

  	
  Barqs Root Beer

  	
   

  	
  Coke

  	
   

  	
  5 gal

  	
   

  	
  National Contract

  
	
  12

  	
   

  	
  18314

  	
   

  	
  MM Grape

  	
   

  	
  Coke

  	
   

  	
  2.5 gal

  	
   

  	
  National Contract

  
	
  13

  	
   

  	
  3004

  	
   

  	
  Ice Melt

  	
   

  	
  Cargill

  	
   

  	
  25 lb

  	
   

  	
  yes

  
	
  14

  	
   

  	
  21041

  	
   

  	
  Towel, White

  	
   

  	
  Atl Mills

  	
   

  	
  150 count

  	
   

  	
  yes

  
	
  15

  	
   

  	
  20209

  	
   

  	
  Tea Urn Bags

  	
   

  	
  Rapak

  	
   

  	
  100 count

  	
   

  	
  yes

  
	
  16

  	
   

  	
  20363

  	
   

  	
  Bakery
  Tissue

  	
   

  	
  Papercorn

  	
   

  	
  10 M count

  	
   

  	
  yes

  
	
  17

  	
   

  	
  20893

  	
   

  	
  Grill Towel,
  Red

  	
   

  	
  Asbury

  	
   

  	
  4 / 100
  count

  	
   

  	
  yes

  
	
  18

  	
   

  	
  21295

  	
   

  	
  Brasso

  	
   

  	
  Norchem

  	
   

  	
  12 / 6 oz.

  	
   

  	
  yes

  
	
  19

  	
   

  	
  21355

  	
   

  	
  Glove Vinyl
  Small

  	
   

  	
  Ansell

  	
   

  	
  10 / 100
  count

  	
   

  	
  yes

  
	
  20

  	
   

  	
  21356

  	
   

  	
  Glove Vinyl
  Medium

  	
   

  	
  Ansell

  	
   

  	
  10 / 100
  count

  	
   

  	
  yes

  
	
  21

  	
   

  	
  21357

  	
   

  	
  Glove Vinyl
  Large

  	
   

  	
  Ansell

  	
   

  	
  10 / 100
  count

  	
   

  	
  yes

  
	
  22

  	
   

  	
  21657

  	
   

  	
  Thermal
  Paper

  	
   

  	
  NCR

  	
   

  	
  72 count

  	
   

  	
  yes

  
	
  23

  	
   

  	
  21676

  	
   

  	
  Gloves, Poly
  Lg

  	
   

  	
  Ansell

  	
   

  	
  4 / 500
  count

  	
   

  	
  yes

  



 

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  24

  	
   

  	
  21924

  	
   

  	
  Alcohol Prep
  Pad

  	
   

  	
  Nice-Pac

  	
   

  	
  10 / 200
  count

  	
   

  	
  yes

  
	
  25

  	
   

  	
  23232

  	
   

  	
  Tissue
  Toilet Jr. (O)

  	
   

  	
  Kimberly

  	
   

  	
  12 roll

  	
   

  	
  yes

  
	
  26

  	
   

  	
  23818

  	
   

  	
  Name Tags -
  Silver

  	
   

  	
  Elk

  	
   

  	
  25 each

  	
   

  	
  yes

  
	
  27

  	
   

  	
  23824

  	
   

  	
  Register
  Cassette - NCR

  	
   

  	
  NCR

  	
   

  	
  4 each

  	
   

  	
  yes

  
	
  28

  	
   

  	
  23825

  	
   

  	
  Detail Tape
  177D

  	
   

  	
  NCR

  	
   

  	
  10 / 12
  count

  	
   

  	
  yes

  
	
  29

  	
   

  	
  23827

  	
   

  	
  Cassette
  Ribbon - Par

  	
   

  	
  NCR

  	
   

  	
  6 count

  	
   

  	
  yes

  
	
  30

  	
   

  	
  23863

  	
   

  	
  Scotch Brk
  Grdl Scrub

  	
   

  	
  3M

  	
   

  	
  3 / 4 count

  	
   

  	
  yes

  
	
  31

  	
   

  	
  23865

  	
   

  	
  Dish
  Detergent - WA

  	
   

  	
  Norchem

  	
   

  	
  5 gal

  	
   

  	
  yes

  



 


48

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  32

  	
   

  	
  23866

  	
   

  	
  Cleaner All
  purpose

  	
   

  	
  Norchem

  	
   

  	
  5 gal

  	
   

  	
  yes

  
	
  33

  	
   

  	
  23957

  	
   

  	
  Antibacterial
  Soap

  	
   

  	
  Norchem

  	
   

  	
  12 count

  	
   

  	
  yes

  
	
  34

  	
   

  	
  24205

  	
   

  	
  Towel Roll
  Brown

  	
   

  	
  Norchem

  	
   

  	
  12 each

  	
   

  	
  yes

  
	
  35

  	
   

  	
  66106

  	
   

  	
  Towelettes

  	
   

  	
  Royal Paper

  	
   

  	
  10 / 100
  count

  	
   

  	
  yes

  
	
  36

  	
   

  	
  24245

  	
   

  	
  Poly Apron

  	
   

  	
  Rofson
  Assoc.

  	
   

  	
  10 / 100
  count

  	
   

  	
  yes

  
	
  37

  	
   

  	
  24259

  	
   

  	
  Griddle
  Screen

  	
   

  	
  3M

  	
   

  	
  20 each

  	
   

  	
  yes

  
	
  38

  	
   

  	
  24338

  	
   

  	
  Toilet
  Tissue - Jumbo

  	
   

  	
  Norchem

  	
   

  	
  6 each

  	
   

  	
  yes

  
	
  39

  	
   

  	
  24373

  	
   

  	
  Sanitizer -
  Q Feet

  	
   

  	
  Norchem

  	
   

  	
  5 gal

  	
   

  	
  yes

  



 


49

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  40

  	
   

  	
  24374

  	
   

  	
  Window
  Cleaner

  	
   

  	
  Norchem

  	
   

  	
  5 gal

  	
   

  	
  yes

  
	
  41

  	
   

  	
  43225

  	
   

  	
  Filter/Chester
  Fryer

  	
   

  	
  Dallas Group

  	
   

  	
  30 count

  	
   

  	
  yes

  
	
  42

  	
   

  	
  24595

  	
   

  	
  Toilet
  Tissue

  	
   

  	
  MDS

  	
   

  	
  96 count

  	
   

  	
  yes

  
	
  43

  	
   

  	
  24847

  	
   

  	
  Scouring Pad

  	
   

  	
  3M

  	
   

  	
  60 count

  	
   

  	
  yes

  
	
  44

  	
   

  	
  24848

  	
   

  	
  Griddle
  Sorsen

  	
   

  	
  3M

  	
   

  	
  10 / 20

  	
   

  	
  yes

  
	
  45

  	
   

  	
  25769

  	
   

  	
  Film 15’ x
  2000’

  	
   

  	
  Anchor

  	
   

  	
  each

  	
   

  	
  yes

  
	
  46

  	
   

  	
  29766

  	
   

  	
  Filter Henny
  Penny New

  	
   

  	
  Dallas Group

  	
   

  	
  60 count

  	
   

  	
  yes

  
	
  47

  	
   

  	
  41651

  	
   

  	
  Sanitizer
  Frosty

  	
   

  	
  Purdy

  	
   

  	
  200 / 2 Z

  	
   

  	
  yes

  
	
  48

  	
   

  	
  42311

  	
   

  	
  Pan Spray
  coating

  	
   

  	
  Ventura
  Foods

  	
   

  	
  6 each

  	
   

  	
  yes

  



 


50

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  49

  	
   

  	
  42616

  	
   

  	
  Towel Blue

  	
   

  	
  Atlantic
  Mills

  	
   

  	
  150

  	
   

  	
  yes

  
	
  50

  	
   

  	
  42617

  	
   

  	
  Can liner 43
  x 48

  	
   

  	
  Tyco
  Plastics

  	
   

  	
  400

  	
   

  	
  yes

  
	
  51

  	
   

  	
  42856

  	
   

  	
  Degreaser HD

  	
   

  	
  Norchem

  	
   

  	
  4 / 1 gal

  	
   

  	
  yes

  
	
  52

  	
   

  	
  42614

  	
   

  	
  Tray liner salads

  	
   

  	
  Schwartz Paper

  	
   

  	
  2500

  	
   

  	
   

  
	
  53

  	
   

  	
  1252

  	
   

  	
  Sausage
  Patty

  	
   

  	
  Jones Dairy

  	
   

  	
  10 lb

  	
   

  	
   

  
	
  54

  	
   

  	
  1312

  	
   

  	
  Bic-8 Piece

  	
   

  	
  Perdue

  	
   

  	
  38.5 lb

  	
   

  	
   

  
	
  55

  	
   

  	
  4199

  	
   

  	
  Frosty

  	
   

  	
  Cloverland

  	
   

  	
  2/2.5 gal

  	
   

  	
   

  
	
  56

  	
   

  	
  4200

  	
   

  	
  Mead - Jr

  	
   

  	
  Moyer

  	
   

  	
  4 / 10 lb

  	
   

  	
   

  
	
  57

  	
   

  	
  4205

  	
   

  	
  Chill
  Vegetables

  	
   

  	
  Hanover

  	
   

  	
  16/2.3 lb

  	
   

  	
   

  



 


51

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  58

  	
   

  	
  4206

  	
   

  	
  Broccoli/Frozen

  	
   

  	
  Hanover

  	
   

  	
  12/2.5 lb

  	
   

  	
   

  
	
  59

  	
   

  	
  4207

  	
   

  	
  Milk UHT 2%

  	
   

  	
  Morningstar

  	
   

  	
  24/8 oz

  	
   

  	
   

  
	
  60

  	
   

  	
  4218

  	
   

  	
  CHZ 126
  count

  	
   

  	
  Schreiber

  	
   

  	
  8 / 5 lb

  	
   

  	
   

  
	
  61

  	
   

  	
  4219

  	
   

  	
  CHZ 184
  count

  	
   

  	
  Schreiber

  	
   

  	
  8 / 5 lb

  	
   

  	
   

  
	
  62

  	
   

  	
  4220

  	
   

  	
  CHZ
  Pot/Chilli - Shred

  	
   

  	
  Shreiber

  	
   

  	
  4 / 5 lb

  	
   

  	
   

  
	
  63

  	
   

  	
  4229

  	
   

  	
  Meat / 4 oz

  	
   

  	
  Moyer

  	
   

  	
  40 lb

  	
   

  	
   

  
	
  64

  	
   

  	
  4252

  	
   

  	
  Margarine/Liq

  	
   

  	
  Lipton Food

  	
   

  	
  2 / 17.5 lb

  	
   

  	
   

  
	
  65

  	
   

  	
  4325

  	
   

  	
  Creamers/Half
  & Half

  	
   

  	
  Morningstar

  	
   

  	
  480 count

  	
   

  	
   

  
	
  66

  	
   

  	
  4648

  	
   

  	
  Sour Cream
  PC’s

  	
   

  	
  Darifare

  	
   

  	
  300 count

  	
   

  	
   

  
	
  67

  	
   

  	
  4706

  	
   

  	
  English
  Muffins

  	
   

  	
  CPC Food

  	
   

  	
  72 count

  	
   

  	
   

  
	
  68

  	
   

  	
  4769

  	
   

  	
  Honey
  Mustard Sauce

  	
   

  	
  International

  	
   

  	
  4 / 48 oz

  	
   

  	
   

  



 


52

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  69

  	
   

  	
  4982

  	
   

  	
  Danish
  Assorted

  	
   

  	
  Sara Lee

  	
   

  	
  24 count

  	
   

  	
   

  
	
  70

  	
   

  	
  5523

  	
   

  	
  Country
  Crock

  	
   

  	
  Lipton Food

  	
   

  	
  432 / 14 gm

  	
   

  	
   

  
	
  71

  	
   

  	
  5570

  	
   

  	
  Pancake
  Batter/Frozen

  	
   

  	
  Van de Kemps

  	
   

  	
  12 count

  	
   

  	
   

  
	
  72

  	
   

  	
  6494

  	
   

  	
  French Fries

  	
   

  	
  Cavendish

  	
   

  	
  6 / 6 lb

  	
   

  	
   

  
	
  73

  	
   

  	
  6554

  	
   

  	
  Buttermilk
  Biscuits

  	
   

  	
  Liqui-dri
  Bakery

  	
   

  	
  6 / 20 count

  	
   

  	
   

  
	
  74

  	
   

  	
  6766

  	
   

  	
  Biscuit So.
  Style

  	
   

  	
  Pillsbury

  	
   

  	
  216 count

  	
   

  	
   

  
	
  75

  	
   

  	
  7112

  	
   

  	
  Eggs/Ext.
  Life

  	
   

  	
  Michael
  Foods

  	
   

  	
  15 / 2 lb

  	
   

  	
   

  
	
  76

  	
   

  	
  7123

  	
   

  	
  Orange Juice

  	
   

  	
  Ardmore

  	
   

  	
  48 count

  	
   

  	
   

  
	
  77

  	
   

  	
  7125

  	
   

  	
  Apple Juice

  	
   

  	
  Ardmore

  	
   

  	
  48 count

  	
   

  	
   

  
	
  78

  	
   

  	
  7864

  	
   

  	
  Orange Juice

  	
   

  	
  Minute Maid

  	
   

  	
  40 / 10 oz

  	
   

  	
   

  



 


53

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  79

  	
   

  	
  10422

  	
   

  	
  Sanka -
  Individual

  	
   

  	
  General
  Foods

  	
   

  	
  5 / 100
  count

  	
   

  	
   

  
	
  80

  	
   

  	
  10915

  	
   

  	
  Mandarin
  Oranges

  	
   

  	
  Mitsui Foods

  	
   

  	
  6/10

  	
   

  	
   

  
	
  81

  	
   

  	
  11172

  	
   

  	
  Tea Bags,
  Individual

  	
   

  	
  Tetley

  	
   

  	
  100 count

  	
   

  	
   

  
	
  82

  	
   

  	
  11322

  	
   

  	
  Chili
  Seasoning PC’s

  	
   

  	
  PPI

  	
   

  	
  500 count

  	
   

  	
   

  
	
  83

  	
   

  	
  11326

  	
   

  	
  Salt PC’s

  	
   

  	
  Diamond

  	
   

  	
  6000 count

  	
   

  	
   

  
	
  84

  	
   

  	
  11327

  	
   

  	
  Pepper PC’s

  	
   

  	
  Diamond

  	
   

  	
  6000 count

  	
   

  	
   

  
	
  85

  	
   

  	
  11331

  	
   

  	
  Chives

  	
   

  	
  Hanover

  	
   

  	
  6 / 1 oz

  	
   

  	
   

  
	
  86

  	
   

  	
  11334

  	
   

  	
  Kidney
  Beans, Dr

  	
   

  	
  Hanover

  	
   

  	
  12 / #5

  	
   

  	
   

  
	
  87

  	
   

  	
  11343

  	
   

  	
  Kidney
  Beans, Lt

  	
   

  	
  Hanover

  	
   

  	
  6 / #10

  	
   

  	
   

  
	
  88

  	
   

  	
  11346

  	
   

  	
  Ketchup,
  PC’s

  	
   

  	
  Heinz

  	
   

  	
  1500 count

  	
   

  	
   

  
	
  89

  	
   

  	
  11347

  	
   

  	
  Chili Base

  	
   

  	
  Hunt-Wesson

  	
   

  	
  6 / #10

  	
   

  	
   

  



 


54

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  90

  	
   

  	
  11350

  	
   

  	
  Chili
  Seasoning - Pkts

  	
   

  	
  McCormick

  	
   

  	
  30 / 1.5 oz

  	
   

  	
   

  
	
  91

  	
   

  	
  11462

  	
   

  	
  Coffee Pkts

  	
   

  	
  S&D

  	
   

  	
  128 / 2 oz

  	
   

  	
   

  
	
  92

  	
   

  	
  11664

  	
   

  	
  Cheese Sauce
  Dry

  	
   

  	
  TUF

  	
   

  	
  24 / 15.5 oz

  	
   

  	
   

  
	
  93

  	
   

  	
  11812

  	
   

  	
  Hot Sauce, 7
  gm

  	
   

  	
  Heinz

  	
   

  	
  200 count

  	
   

  	
   

  
	
  94

  	
   

  	
  11823

  	
   

  	
  Ketchup,
  Volpack

  	
   

  	
  Heinz

  	
   

  	
  1 / 3 gal

  	
   

  	
   

  
	
  95

  	
   

  	
  12014

  	
   

  	
  Sauce,
  Sweet/Sour

  	
   

  	
  Portion
  P&c

  	
   

  	
  120 / 1 oz

  	
   

  	
   

  
	
  96

  	
   

  	
  12044

  	
   

  	
  Tea Bag Iced
  - priv. Estate

  	
   

  	
  Tetley

  	
   

  	
  96 / 1 oz

  	
   

  	
   

  
	
  97

  	
   

  	
  12402

  	
   

  	
  Sauce, BBQ

  	
   

  	
  Portion Pac

  	
   

  	
  120 / 1 oz

  	
   

  	
   

  
	
  98

  	
   

  	
  12403

  	
   

  	
  Sauce, Honey
  Mustard

  	
   

  	
  Portion Pac

  	
   

  	
  120 / 1 oz

  	
   

  	
   

  
	
  99

  	
   

  	
  31772

  	
   

  	
  Sugar PC’s

  	
   

  	
  Diamond

  	
   

  	
  2000 count

  	
   

  	
   

  
	
  100

  	
   

  	
  12816

  	
   

  	
  Jelly
  Assorted PC’s

  	
   

  	
  Smucker

  	
   

  	
  200 count

  	
   

  	
   

  



 


55

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  101

  	
   

  	
  13341

  	
   

  	
  Salt Shaker
  Disposable

  	
   

  	
  Diamond Cry

  	
   

  	
  48 each

  	
   

  	
   

  
	
  102

  	
   

  	
  13346

  	
   

  	
  Pepper
  Shaker Disposable

  	
   

  	
  Diamond Cry

  	
   

  	
  48 each

  	
   

  	
   

  
	
  103

  	
   

  	
  13592

  	
   

  	
  Betterwash-No
  msg

  	
   

  	
  McCormick

  	
   

  	
  20 / 1.5 lb

  	
   

  	
   

  
	
  104

  	
   

  	
  13733

  	
   

  	
  Lemon Juice
  PC’s

  	
   

  	
  Portion Pac

  	
   

  	
  200 count

  	
   

  	
   

  
	
  105

  	
   

  	
  14113

  	
   

  	
  Sweet-n-Low

  	
   

  	
  Sugar Foods

  	
   

  	
  2 / 1250
  count

  	
   

  	
   

  
	
  106

  	
   

  	
  14638

  	
   

  	
  Tea Bags -
  Iced

  	
   

  	
  Lipton Food

  	
   

  	
  96 / 1 oz

  	
   

  	
   

  
	
  107

  	
   

  	
  14647

  	
   

  	
  Breading -
  nsw

  	
   

  	
  McCormick

  	
   

  	
  5 / 10 lb
  bags

  	
   

  	
   

  
	
  108

  	
   

  	
  16222

  	
   

  	
  Hot
  Chocolate

  	
   

  	
  Nestle

  	
   

  	
  6 / 50 count

  	
   

  	
   

  
	
  109

  	
   

  	
  17619

  	
   

  	
  Saltines

  	
   

  	
  Kellogg

  	
   

  	
  500 count

  	
   

  	
   

  
	
  110

  	
   

  	
  18194

  	
   

  	
  Pickles

  	
   

  	
  Degraffeneci

  	
   

  	
  6 count
  pouch

  	
   

  	
   

  



 


56

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  111

  	
   

  	
  18865

  	
   

  	
  Candy, Milky
  Way

  	
   

  	
  M&M Mars

  	
   

  	
  24 / 13 oz

  	
   

  	
   

  
	
  112

  	
   

  	
  18908

  	
   

  	
  Corn Oil
  Liquid

  	
   

  	
  Cargil

  	
   

  	
  32 lb

  	
   

  	
   

  
	
  113

  	
   

  	
  20194

  	
   

  	
  Gr. Biggie
  FF Carton

  	
   

  	
  Dopaco

  	
   

  	
  10 / 50
  count

  	
   

  	
   

  
	
  114

  	
   

  	
  20220

  	
   

  	
  4 cup
  carrier

  	
   

  	
  Tenneco

  	
   

  	
  300 count

  	
   

  	
   

  
	
  115

  	
   

  	
  20481

  	
   

  	
  Filter
  Shortening 10” ACS 1 / 50 count

  	
   

  	
  Tenneco

  	
   

  	
  300 count

  	
   

  	
   

  
	
  116

  	
   

  	
  20675

  	
   

  	
  Bag #5 BIC

  	
   

  	
  Duro

  	
   

  	
  4 / 500
  count

  	
   

  	
   

  
	
  116

  	
   

  	
  20676

  	
   

  	
  Bag #8 BIC

  	
   

  	
  Duro

  	
   

  	
  4 / 500
  count

  	
   

  	
   

  
	
  117

  	
   

  	
  21363

  	
   

  	
  Bag, 12#
  Chicken

  	
   

  	
  Duro

  	
   

  	
  2 / 500
  count

  	
   

  	
   

  
	
  118

  	
   

  	
  21555

  	
   

  	
  Filters - 12
  cup

  	
   

  	
  Rockline
  Indus

  	
   

  	
  1000 count

  	
   

  	
   

  
	
  119

  	
   

  	
  21810

  	
   

  	
  Pancake
  Syrup

  	
   

  	
  Hunt-Wesson

  	
   

  	
  100 count

  	
   

  	
   

  
	
  120

  	
   

  	
  22062

  	
   

  	
  Souffle Cup
  - 2 oz

  	
   

  	
  Prairie

  	
   

  	
  2500 count

  	
   

  	
   

  



 


57

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  121

  	
   

  	
  22066

  	
   

  	
  Souffle Lid
  - 2 oz

  	
   

  	
  Prairie

  	
   

  	
  2500 count

  	
   

  	
   

  
	
  122

  	
   

  	
  22099

  	
   

  	
  Rapi - Kool
  Bag

  	
   

  	
  Duro

  	
   

  	
  500 count

  	
   

  	
   

  
	
  123

  	
   

  	
  23416

  	
   

  	
  Stirrere,
  Plastic

  	
   

  	
  Jet

  	
   

  	
  10 / 1 M

  	
   

  	
   

  
	
  124

  	
   

  	
  23804

  	
   

  	
  Trayliner
  Chicken

  	
   

  	
  Amidon

  	
   

  	
  5000 count

  	
   

  	
   

  
	
  125

  	
   

  	
  23808

  	
   

  	
  Hot cup 12
  oz foam

  	
   

  	
  Dart

  	
   

  	
  20 / 25
  count

  	
   

  	
   

  
	
  126

  	
   

  	
  23809

  	
   

  	
  Hot cup 12
  oz lid

  	
   

  	
  Dart

  	
   

  	
  10 / 100
  count

  	
   

  	
   

  
	
  127

  	
   

  	
  23810

  	
   

  	
  Hamburger
  Salt

  	
   

  	
  Cargill Salt

  	
   

  	
  12 each

  	
   

  	
   

  
	
  128

  	
   

  	
  23814

  	
   

  	
  Bag -
  shopping

  	
   

  	
  Duro

  	
   

  	
  250 count

  	
   

  	
   

  
	
  129

  	
   

  	
  23817

  	
   

  	
  NHRA

  	
   

  	
  Elk

  	
   

  	
  250 count

  	
   

  	
   

  
	
  130

  	
   

  	
  23832

  	
   

  	
  Platter -
  Black SM

  	
   

  	
  Tenneco

  	
   

  	
  4 / 125
  count

  	
   

  	
   

  
	
  131

  	
   

  	
  23833

  	
   

  	
  Platter Lid
  - Sm

  	
   

  	
  Tenneco

  	
   

  	
  2 / 250
  count

  	
   

  	
   

  



 


58

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  132

  	
   

  	
  23834

  	
   

  	
  FF Carton Sm

  	
   

  	
  Dopaco

  	
   

  	
  16 / 125
  count

  	
   

  	
   

  
	
  133

  	
   

  	
  23859

  	
   

  	
  Potato
  Casserole

  	
   

  	
  Sweetheart

  	
   

  	
  8 / 125
  count

  	
   

  	
   

  
	
  134

  	
   

  	
  24345

  	
   

  	
  Souffle Cup
  3⁄4 oz

  	
   

  	
  Sweetheart

  	
   

  	
  20 / 250
  count

  	
   

  	
   

  
	
  135

  	
   

  	
  24353

  	
   

  	
  Chicken Boat
  - 3 lb

  	
   

  	
  Temple IN

  	
   

  	
  2 / 250
  count

  	
   

  	
   

  
	
  136

  	
   

  	
  24486

  	
   

  	
  Freezer Bags

  	
   

  	
  Com-pac

  	
   

  	
  250 count

  	
   

  	
   

  
	
  137

  	
   

  	
  24608

  	
   

  	
  Hot to Go
  Bag

  	
   

  	
  Duro

  	
   

  	
  250 count

  	
   

  	
   

  
	
  138

  	
   

  	
  24813

  	
   

  	
  Salt Deicer
  Glacier Mall

  	
   

  	
  Cargill Salt

  	
   

  	
  50 lb

  	
   

  	
   

  
	
  139

  	
   

  	
  24900

  	
   

  	
  Wax Wrap
  Sand

  	
   

  	
  Wolf

  	
   

  	
  5000 count

  	
   

  	
   

  
	
  140

  	
   

  	
  25565

  	
   

  	
  Potato
  Casserole Lid

  	
   

  	
  Sweetheart

  	
   

  	
  6 / 105
  count

  	
   

  	
   

  
	
  141

  	
   

  	
  25617

  	
   

  	
  Fr. Fry
  Carton - Biggie

  	
   

  	
  Dopaco

  	
   

  	
  20 / 75
  count

  	
   

  	
   

  



 


59

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  142

  	
   

  	
  27140

  	
   

  	
  Lid Oval
  Black

  	
   

  	
  Tenneco

  	
   

  	
  250 count

  	
   

  	
   

  
	
  143

  	
   

  	
  27141

  	
   

  	
  Platter
  Black

  	
   

  	
  Tenneco

  	
   

  	
  500 count

  	
   

  	
   

  
	
  144

  	
   

  	
  29846

  	
   

  	
  Cold cup, 6
  oz

  	
   

  	
  International
  Paper

  	
   

  	
  20 / 75
  count

  	
   

  	
   

  
	
  145

  	
   

  	
  29847

  	
   

  	
  Cold cup, 12
  oz

  	
   

  	
  International
  Paper

  	
   

  	
  15 / 100
  count

  	
   

  	
   

  
	
  146

  	
   

  	
  29848

  	
   

  	
  Cold cup, 16
  oz

  	
   

  	
  International
  Paper

  	
   

  	
  20 / 55
  count

  	
   

  	
   

  
	
  147

  	
   

  	
  29849

  	
   

  	
  Cold cup, 20
  oz

  	
   

  	
  International
  Paper

  	
   

  	
  24 / 40
  count

  	
   

  	
   

  
	
  148

  	
   

  	
  28950

  	
   

  	
  Cold cup, 32
  oz

  	
   

  	
  International
  Paper

  	
   

  	
  12 / 40 count

  	
   

  	
   

  
	
  149

  	
   

  	
  28951

  	
   

  	
  Cold cup
  lid, 6 oz

  	
   

  	
  International
  Paper

  	
   

  	
  12 / 125
  count

  	
   

  	
   

  



 


60

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  150

  	
   

  	
  29852

  	
   

  	
  Cold cup
  lid, 12 oz

  	
   

  	
  International
  Paper

  	
   

  	
  8 / 145
  count

  	
   

  	
   

  
	
  151

  	
   

  	
  29853

  	
   

  	
  Cold cup
  lid, 16-20 oz

  	
   

  	
  International
  Paper

  	
   

  	
  12 / 125
  count

  	
   

  	
   

  
	
  152

  	
   

  	
  29854

  	
   

  	
  Cold cup
  lid, 32 oz

  	
   

  	
  International
  Paper

  	
   

  	
  9 / 120
  count

  	
   

  	
   

  
	
  153

  	
   

  	
  29855

  	
   

  	
  Chili
  Container, 12 oz

  	
   

  	
  International
  Paper

  	
   

  	
  20 / 25
  count

  	
   

  	
   

  
	
  154

  	
   

  	
  29856

  	
   

  	
  Chili Container,
  16 oz

  	
   

  	
  International
  Paper

  	
   

  	
  10 / 25
  count

  	
   

  	
   

  
	
  155

  	
   

  	
  29857

  	
   

  	
  Chili
  Container Lid 12 oz

  	
   

  	
  International
  Paper

  	
   

  	
  10 / 75
  count

  	
   

  	
   

  
	
  156

  	
   

  	
  29858

  	
   

  	
  Chili
  Container Lid 16 oz

  	
   

  	
  International
  Paper

  	
   

  	
  10 / 60
  count

  	
   

  	
   

  



 


61

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  157

  	
   

  	
  29865

  	
   

  	
  Spoon
  wrapped

  	
   

  	
  Jet

  	
   

  	
  1000 count

  	
   

  	
   

  
	
  158

  	
   

  	
  29866

  	
   

  	
  Knife
  wrapped

  	
   

  	
  Jet

  	
   

  	
  1000 count

  	
   

  	
   

  
	
  159

  	
   

  	
  29880

  	
   

  	
  Fork wrapped

  	
   

  	
  Jet

  	
   

  	
  1000 count

  	
   

  	
   

  
	
  160

  	
   

  	
  29881

  	
   

  	
  Straw

  	
   

  	
  Jet

  	
   

  	
  16 / 500
  count

  	
   

  	
   

  
	
  161

  	
   

  	
  29949

  	
   

  	
  Croutons
  Seasoned

  	
   

  	
  Acosta

  	
   

  	
  25 oz

  	
   

  	
   

  
	
  162

  	
   

  	
  30259

  	
   

  	
  Tomatoes -
  bulk

  	
   

  	
  Maryland
  Fresh

  	
   

  	
  25 lb

  	
   

  	
   

  
	
  163

  	
   

  	
  30266

  	
   

  	
  Lettuce
  Iceberg

  	
   

  	
  Sunridge
  Farm

  	
   

  	
  24 head

  	
   

  	
   

  
	
  164

  	
   

  	
  30270

  	
   

  	
  Lettuce
  Romaine

  	
   

  	
  Sunridge
  Farm

  	
   

  	
  24 head

  	
   

  	
   

  



 


62

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  165

  	
   

  	
  30276

  	
   

  	
  Cucumbers

  	
   

  	
  Pacific
  Collar

  	
   

  	
  24 count

  	
   

  	
   

  
	
  166

  	
   

  	
  30322

  	
   

  	
  Potatoes -
  80 ct

  	
   

  	
  Agrf-Fresh

  	
   

  	
  50 lb

  	
   

  	
   

  
	
  167

  	
   

  	
  30679

  	
   

  	
  Red sliced
  onions

  	
   

  	
  Hearn Kirk

  	
   

  	
  5 / 1 #

  	
   

  	
   

  
	
  168

  	
   

  	
  31004

  	
   

  	
  Sliced
  onions

  	
   

  	
  Hearn Kirk

  	
   

  	
  2 / 5 lb

  	
   

  	
   

  
	
  169

  	
   

  	
  31609

  	
   

  	
  Carton FF
  Med

  	
   

  	
  Dopaco

  	
   

  	
  1 M

  	
   

  	
   

  
	
  170

  	
   

  	
  31837

  	
   

  	
  Chicken
  diced Wendy’s

  	
   

  	
  Gold Kist

  	
   

  	
  4 / 4 #

  	
   

  	
   

  
	
  171

  	
   

  	
  31972

  	
   

  	
  Cup cold 20
  oz late night

  	
   

  	
  International
  Paper

  	
   

  	
  24 / 40

  	
   

  	
   

  
	
  172

  	
   

  	
  32058

  	
   

  	
  Carrots
  match stick

  	
   

  	
  Grimmway
  Farms

  	
   

  	
  2 / 5 lb

  	
   

  	
   

  
	
  173

  	
   

  	
  40771

  	
   

  	
  Cup cold 32
  oz late night

  	
   

  	
  International
  Paper

  	
   

  	
  12 / 40

  	
   

  	
   

  



 


63

















 


	
   

  	
   

  	
  Code #

  	
   

  	
  Item
  Description

  	
   

  	
  Item Brand

  	
   

  	
  Case Pack

  	
   

  	
  Ancillary
  Items

  
	
  174

  	
   

  	
  40772

  	
   

  	
  Bacon
  precooked 1800 ct

  	
   

  	
  Sugardale

  	
   

  	
  6 / 300
  count

  	
   

  	
   

  



 


64

















 


EXHIBIT 3.5


 


Customer Requested
Inventory Procedures


 


Throughout the
Term of this Agreement the parties understand that Company will implement
pursuant to its marketing plan, or otherwise, certain limited time offers
(“LTO”) that may involve food Products and/or premiums and/or other promotional
items.  Distributor shall utilize its
best efforts to support any such LTO’s. 
By definition, an LTO is a promotional offer that is made available for
a limited period of time (the “LTO Period”). 
Company in its discretion shall set all LTO Periods for promotions;
Distributor will work with the Company to mutually agree upon method of
distribution for LTO’s.  Company and
Distributor understand and acknowledge that following the expiration of LTO
Periods certain promotional inventory associated with the LTO in question may
remain unsold (“Excess Inventory”). 
Therefore, at the close of each calendar week during any LTO Period,
Distributor shall provide Company with Distributor’s projections with respect
to potential Excess Inventory.  If
following the end of the LTO Period and any Extensions (as defined below) there
is Excess Inventory that can no longer be sold by Designating Restaurants, then
Distributor and Company shall meet to discuss an appropriate resolution with
respect to the cost of the Excess Inventory and payment with respect thereto.


 


In any event,
the Company is committed to disposing of the respective Excess Inventory within
thirty (30) days of the conclusion of the promotional period for the LTO.  Disposition will be completed via: 1)
Force-shipping the Excess Inventory to Restaurants at the Company’s discretion;
2) Donating the Excess Inventory to an entity at the Company’s discretion; or
3) Destroying and disposing of the Excess Inventory at Company’s discretion.


 

















 


EXHIBIT 4.4


 


Approved Suppliers


 

















 


EXHIBIT 5


 


PRICING


 


[*]


 

















 


EXHIBIT 6.1


 


PRODUCT
WITHDRAWALS/RECALLS


 


1.                                         Distributor
can be notified of a product withdrawal/recall by either Company or the
supplier.  The Distributor will
coordinate the withdrawal of product from Restaurants.


 


When a withdrawal order is issued, the product or material will be
identified by the:


 


a.                                         Product/material
name


b.                                        Processor and
brand


c.                                         Production
code or date


 


2.                                         Upon
receipt of the withdrawal notice, on Company or vendor letterhead, the
Distributor will:


 


a.                                         Call a meeting
of the recall/withdrawal team members.


b.                                        Immediately
segregate and mark, with appropriate warning or instructions, all involved
distributor stock to assure that none shall be delivered to Restaurants.


c.                                         Assign a new
item number to the Product that has been segregated.


d.                                        Immediately
alert personnel to segregate and marls all involved en-route stock.


e.                                         Notify Company
of the:


i.                                            Number of cases
Distributor has in its possession, and


ii.                                         Number of
cases sold to Restaurants or shipped to other parties approved to receive or
purchase the affected item.


f.                                           If the
withdrawal involved Restaurant stock, the Distributor shall:


i.                                            Generate a
query indicating all Restaurant locations that have received the
recalled/withdrawn product.


ii.                                         Immediately
begin notifying all Restaurants to which the involved product has been shipped,
giving all pertinent information.


iii.                                      Keep a list of
Restaurants called, time called, and person receiving information.


iv.                                     Promptly pick up
stock involved and keep records of amount returned.


v.                                        Replace stock
promptly to minimize impact on restaurant operations.


g.                                        When all
necessary return or withdrawal actions have been completed, the Distributor
shall:


i.                                            Notify
Company In writing and by telephone, verifying what actions have been taken or
not taken.


ii.                                         Give Company
data on the amount of product/material recovered, as well as the total amount
originally received and held in storage.


h.                                        If the returned
or withdrawn product/material was Company labeled, the distributor shall
request disposition from Company.  If
the product/material is identified by some other brand name, disposition
instructions shall be obtained from the processor.


i.                                            in order to
facilitate returns or withdrawals, distributor shall maintain a current list
of:


i.                                            Restaurants
serviced and locations.


 

















 


ii.                                         Telephone
numbers of restaurants.


iii.                                      Names of managers
and assistant managers.


The list shall be revised and updated to keep
information current.


 


69