MINNESOTA COMMERCE - Unhappy Franchisee

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(e) Opening (f) Fees Obligation (g) Compliance with standards and policies/Operating Manual (h) Trademarks and proprietary information (i) Restrictions on products/services offered (j) Warranty and customer service requirements (k) Tertitorial development and sales quotas (1) Ongoing product/service purchases (m) Maintenance, appearance and remodeling requirements (n) Insurance (o) Advertising (p) Indemnification (q) Owner's participation/management/stafting Section in Agreement Article I of Distributorship Agreement Articles 3 and 6 of the Distributorship Agreement Article 3.10 of Distributorship Agreement Articles 7 and 9 of Distributorship Agreement Article 3.2 of Distributorship Agreement Articles 3.41^ and 1L8 of Distributorship Agreement Article 3.2 of Distributorship Agreement Articles 3.3 and 6 of Distributorship Agreement Article 3.6 of Distributorship Agreement Article 5.3 of Distributorship Agreement Article 3.1 of Distributorship Agreement Article 5.4 of Distributorship Agreement Article 3.12 of Distributorship Agreement Disclosure Document Item Item 11 Items 5 and 6 Items 8, 11 and 16 Items 13 and 14 Items 1 and 16 iiemliems 1 l_andJ5 Item 12 Items 6 and 8 Item 11 Items 7 and 8 Item 11 Not applicable Items 11 and 15 (r) Records/reports Article 5.2 of Distributorship Agreement Items (s) Inspections/audits (t) Transfer (u) Renewal (v) Post-termination obUgations (w) Non-competition covenants Article 3.13 of Distributorship Agreement Article 10 of Distributorship Agreement Article 2.2 of Distributorship Agreement Article 11.5 of Distributorship Agreement Article 11.8 of Distributorship Agreement Item 11 Item 17 Item 17 Item 17 Item 17 Matro ?ni ? Fnn/PK 4i4«-ta444;2490'i 1 8 21 0Vn9/4412
Obligation (x) Dispute resolution Section in Agreement Article 12 of Distributorship Agreement Disclosure Document Item Item 17 f^^OfllFINANCING Mateo offers a number of financingprograms to its distributors, as summarized in the following table. Item I Financed Amount Financed Down Payment Term (Months) APR% Weekly Payment Prepay- Security ment Penalty Required Liability Upon Default Loss of Legal Rights on Default Initial InvenU and Financing of Time Payment Reserve Accoui t Deposi (1) Open Account Product Purchases (3) $72,000 of the initial purchase, depending on the required initial inventory amount Amount Purchased Currently $0 to $11,000, but may be required based upon applicant criteria None Up to 120 Payment due upon receipt Up to 18% (annua! rate); currently 8.25% to 10.25% where applicable (i) (2) 22.5% annual interest (or the highest rate permitted by law) on balance of Open Purchase Account as of the date of termination or expiration (4) $203.76, to $221.89, based upon $72,000 with no down payment N/A None. Late payment fee of$10 None; 3% to 5.25% discount available to qualifying distributors for early payment. Weekly late charges at 5% of past due amount up to $100 maximum. Personal guaranty; security interest in inventory and receivables Personal guaranty; security interest in inventory and receivables Principal balance and accrued interest Full amount Loss of all defenses Defauh under Distribu-tor Agree-ment Notes: (1) Depending upon your available collateral, credit history and other credit factors, Mateo may finance up to $72,000 (with no down payment) of the estimated inidal inventory ($54,000) and Time Payment Reserve Deposit ($18,000). The loan will be evidenced by an Installment Promissory Note (the "Note"), a copy of which is attached as Exhibit C (Attachment 1) to the Distributorship Agreement. Mateo may also finance,at its sole discrerion, a portion of your initial purchase of inventory and Time Payment Reserve Deposit in excess of the estimated, or generally expected, levels of inventory and/or Time Payment Reserve Deposit. (See Note 1 of Item 7) This addidonal financedamount will be included in the Note for the financedportion of your inidal inventory and Time Payment Reserve Deposit discussed above. The Notes provide for weekly payment of principal and interest at an annual interest rate, which is subject to change in accordance with the Prime Rate as reported in The Wall Street Journal. Mateo's interest rate will be based on your credit score at the dme of submitdng your Applicadon and the amount financed. The interest rate will be in a range of 5.0% to 7% plus the Prime Rate that is in effect when you are awarded a fi-anebise.The rate of interest for the Note will be fixed for the term of the Note. As of Januart' 3. 201 IFebruarv 1, 2012, the Prime Rate was 3.25%. The current percentage 22 Mateo 2Iil2.FDD/PK 35575.13 ^4 4349051.8
Page 1 and 2: MINNESOTA DEPARTMENT OF COMMERCE 85
Page 3 and 4: UNIFORM FRANCHISE REGISTRATIOK-^gpD
Page 5 and 6: MAR - 8 2012 Mr. Daniel E. Sexton P
Page 7 and 8: UNIFORM FRANCHISE CONSENT TO SERVIC
Page 9 and 10: NMTC, INC. d/b/a MATCO TOOLS FRANCH
Page 11 and 12: FR.\NCHISE DISCLOSURE DOCUMENT NMTC
Page 13 and 14: STATE COVER PAGE Your state may hav
Page 15 and 16: Mateo® Tools FRANCHISE DISCLOSURE
Page 17 and 18: Document. Mateo's affiliates have n
Page 19 and 20: The informadon in this Disclosure D
Page 21 and 22: Communicadons, District Business Ma
Page 23 and 24: damages in the amount of $500,000 a
Page 25 and 26: Time Payment Reserve You must, at t
Page 27 and 28: was established by the Internationa
Page 29 and 30: manufacturer, model, configuration
Page 31 and 32: Mateo will finance up to $72,000 (w
Page 33 and 34: include items such as work uniforms
Page 35: charge fees to suppliers seeking to
Page 39 and 40: you a late fee of 5% per week for e
Page 41 and 42: who may be potentiol-eustemers for
Page 43 and 44: egional trainers employed by Mateo.
Page 45 and 46: (B) (C) (D) (E) (F) Mateo provides
Page 47 and 48: policy. Mateo will revise its tool
Page 49 and 50: (B) make personal sales calls on at
Page 51 and 52: your Distributorship business. conf
Page 53 and 54: Provision Section in Distributorshi
Page 55 and 56: Provision Noncompetition covenants
Page 57 and 58: Mateo's 1,006134 Distributors repor
Page 59 and 60: 40rExeep^-as----(:Uselosed~sbove;--
Page 61 and 62: State (Note 2) Year Number of Trans
Page 63 and 64: Table 3 Status of Franehised Outlet
Page 65 and 66: State Year Outlets at Start of Year
Page 67 and 68: state Year Outlets at Start of Year
Page 73 and 74: Attached as Appendix B is a list of
Page 75 and 76: MATCO TOOLS FRANCHISE DISCLOSURE DO
Page 77 and 78: NMTC, Inc. and Subsidiaries Consoli
Page 83 and 84: NMTC, Inc. and Subsidiaries Notes t
Page 85 and 86: NMTC, Inc. and Subsidiaries Notes t
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NMTC, Inc. and Subsidiaries Notes t
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Ernst & Young LLP Assurance | Tax |
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MATCO TOOLS FRANCHISE DISCLOSURE DO
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PM01701 Run Date :12/30/ll State Di
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PM01701 Run Date :12/30/11 State Di
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M01701 Run Date :12/30/ll Jtate Dis
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PM01701 Run Date :12/30/11 State Di
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PM01701 Run Date ;12/30/ll State Di
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PM01701 Run Date :12/;30/ll State D
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PM01701 Run Date :12/30/n State Dis
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MATCO TOOLS DISTRIBUTORSHIP AGREEME
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ARTICLE 5 5.1 5.2 5.3 5.4 5.5 ARTIC
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Exhibit A Exhibit B Exhibit C Exhib
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variety of reasons^ .which may incl
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the Distributor agrees to sign and
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in Section 4.1, before operating th
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invoice from Mateo, Distributor's O
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purchase said insurance on Distribu
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ARTICLE 7 TRADEMARKS, TRADE NAMES A
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specifications, techniques, compute
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11.34 Notice; Cure Periods. Mateo w
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ARTICLE 12 DISPUTE RESOLUTION 12.1
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shareholders. Spouse, and person a
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(A) "Abandon" will mean the conduct
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MATCO TOOLS LIST OF CALLS AND POTEN
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Z^.M1Z Tools INSTALLMENT PROMISSORY
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SECURITY AGREEMENT APPENDIX D EXHIB
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16. MISCELLANEOUS. This Security Ag
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(b) All credit documents presented
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10. This Agreement shall be binding
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(b) Distributor guarantees that Ass
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BUYER ACKNOWLEDGES RECEIPT OF THE G
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Terms and conditions of Sale/Securi
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MATCO TOOLS DISTRIBUTOR'S PURCHASE-
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(c) Distributor shall not, without
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Appendix D Exhibit K-1 Mateo Tools
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Appendix D Exhibit K-2 Mateo Tools
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MATCO TOOLS DISTRIBUTOR LEASE AGREE
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MATCO TOOLS NMTC, Inc. d/b/a MATCO
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¥^5£i NMTC, Inc, d/b/a/ MATCO TOO
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MATCO TOOLS MATCO DISTRIBUTOR BUSIN
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The Distributor is fiirther respons
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11. ENTIRE AGREEMENT. This Agreemen
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APPENDIX D EXHIBIT P GUARANTEE. IND
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APPENDIX D EXHIBIT Q MATCO WEB PAGE
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4.3 Matco shall own all rights in a
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9. Entire Agreement This Agreement,
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MATCO TOOLS FRANCHISE DISCLOSURE DO
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conceming advertising, marketing, m
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STATE AGENCY EXHIBIT APPENDIX F TO
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AGENTS FOR SERVICE OF PROCESS APPEN
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STATE-SPECIFIC DISCLOSURES AND STAT
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Hawaii Distributorship Agreement Am
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Illinois Distributorship Agreement
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Maine Disclosure Addendum THE INFOR
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Maryland Disclosure Addendum Item 1
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IN WITNESS WHEREOF, each of the und
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(F) (G) A PROVISION REQUIRING THAT
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Minnesota Disclosure Addendum Item
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North Carolina Distributorship Agre
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North Dakota Disclosure Addendum In
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Rhode Island Distributorship Agreem
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Washington Distributorship Agreemen
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MATCO DISTRIBUTOR CONSENT TO ALCOHO
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MUTUAL RELEASE AGREEMENT APPENDIX J
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demands, liabilities, and causes of
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Matco Tools Ride-Along Acknowledgem
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RECEIPT ^To Be ReHirned «o Matcn T
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MINNESOTA COMMERCE - Unhappy Franchisee

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