MGM Wine & Spirits

2550 UNIVERSITY AVENUE WEST, SUITE 230S

[email protected]

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In 1970, the current directors of M.G.M. began operating retail liquor stores through a number of corporations. On September 27, 1977, they formed M.G.M. Liquor Warehouse International, Inc. for the purpose of offering franchises for this business. That company offered franchises, and operated the M.G.M. franchise system, until the spring of 1995. In early 1995, through a series of mergers, that company acquired several of the MGM Liquor Warehouse® stores owned by its shareholders and began operating those stores as company-owned stores. It also changed its name to M.G.M. Wine & Spirits, Inc. M.G.M. Wine & Spirits incorporated M.G.M. Liquor Stores, Inc on September 29, 1995, transferred all of its franchise business to them in October 1995, and became their parent company. M.G.M. Wine & Spirits and M.G.M. are Minnesota corporations. The principal offices for these companies are located at 2550 University Avenue West, Suite 230S, St. Paul, Minnesota 55114.

For ease of reference, we refer to the franchise, as 'you.' If the franchisee is a corporation, partnership or other Organization, fheneferences .to ^you' may ihcludeithe organization's owners. Bandag developed a; proprietary and distinctive system for a network of full service: tire, support dealership businesses that purchase rubber,-repair ???????????????patches and.Other products from Bandag :( 'Materials') arid use the Materials and proprietary Bandag machinery, know-how, tools, and a proprietary cold-bonding retreading process (together, the, 'Process') to produce retreaded tires in sizes, specified by Bandag ('Products') (collectively, the 'System'). The Systemic is described in the Bandag Dealer Franchise Agreement ('Franchise' Agreement') and Bandag's Franchise System Manual (the 'System Manual'). A current Franchise Agreement is included in this Disclosure Document as Exhibit A. Bandag owns various names, trademarks, logos, slogans, and symbols (the 'Marks') used in, the System. You will be licensed to operate a Bandag dealership ('Dealership') at a designated location within a designated trade area (???????????????Trophies TerfitOiy') using the System and Materials, you purchase from Bandag: to, produce Products which you sell to coinmercial customers in the Franchise Territory ('Pfoductiori Facility'). You also will be licensed to sell the Products to commercial customers atmne or more sales locations in the. Franchise Territory^ (the 'Sales Facility'). Bandag, franchisees typically own at least one Production Facility and one or more Sales Facilities. The Franchise Agreement authorizes you to use certain Marks in the operation of the Dealership. You may respond, to specific requests from your customers for Bandag products or services: at. Any location, but outside the Franchise Territory to which you are [assigned you may not use the Marks to identify any facility and Bandag is not obligated to provide franchisee, support services. Bandag franchisees typically operate a fill service tire support business, directed primarily towards commercial fleet customers. Bandag franchisees usually offer one or more brands of new tires as well as Bandag retreaded tires, and provide maintenance and support services to Bandag; customers; in the or more Franchise Territories, Bandag may make changes periodically in the; System, the Process; the Marks, authorized Products and authorized ancillary goods and services. You may, have to change how you operate, and make additional investments in, the Dealership periodically during the term of the franchise if Bandag makes changes or if the Dealership's equipment or facilities wear out or become obsolete; or for other: reasons. Bandag also sells retreading materials, including tread rubber, cushion gum, shoulder extrusion and envelopes for use by customers in producing off-the-road fires, with a finished retread diameter greater than 53.5 inches. Effective bio ember 1, 2004, retreading materials for use in producing off-the-road tires in that size, range are marketed under the: CONTINUUM brad only, and neither the right to produce off-the-food tires with a finished retread diameter greater than 53.5 inches nor the right to use the CONTINUUM brand are included in the Bandag franchise: You are prohibited by your Franchise Agreement. From using the Process or Materials ???????????????to produce, off-the-road tires with a finished retread diameter greater than, 53.5 inches. You are; also prohibited from using the; Marks with the Sale of any off-the-road. Tires with finished retread, diameter greater than 53.5 inches that you might, otherwise produce. See Item 16. Bandag established and meets regularly with the Bandag Alliance Council, a board comprised of representatives of Bandag and selected representatives of Bandag: franchisees in the United States and Canada. The Bandag Alliance Council advises on issues affecting the, Bandag business: and network of franchisees in the United States and Canada and assists in developing strategies and tactics for the success of the Bandag System.