AMENDMENT NO. 2
TO
PIGGLY WIGGLY MASTER FRANCHISE AGREEMENT
THIS AMENDMENT NO. 2 TO MASTER FRANCHISE AGREEMENT
("Amendment"), dated as of June 3, 1998 by and between SCHULTZ SAV-O
STORES, INC., a Wisconsin corporation ("Schultz"), and PIGGLY WIGGLY
CORPORATION, a Delaware Corporation ("Piggly Wiggly").
WITNESSETH:
A. WHEREAS, Piggly Wiggly and Commodores Point Terminal
Corporation ("Commodores Point") entered into a Master Franchise Agreement
dated April 23, 1982 (with Exhibit D thereto dated May 1, 1982), a copy of
which, excluding all exhibits other than Exhibit D, is attached hereto and
marked as Exhibit A ("Master Franchise Agreement");
B. WHEREAS, on August 2, 1982, Commodores Point assigned all
of its right, title and interest in, to and under the Master Franchise
Agreement to Schultz pursuant to the Agreement attached hereto and marked
as Exhibit B ("Assignment");
C. WHEREAS, Schultz and Piggly Wiggly entered into an
Amendment to Master Franchise Agreement dated as of October 15, 1982
("Original Amendment" and, together with the Master Franchise Agreement
and the Assignment, the "AMFA");
D. WHEREAS, Schultz and Piggly Wiggly desire to further amend
the AMFA to expand Schultz's exclusive franchise territory, among other
things, under the terms and conditions hereinafter set forth; and
E. WHEREAS, all defined terms used herein which are not
otherwise defined shall have the same meaning as set forth in the AMFA.
NOW, THEREFORE, in consideration of the covenants and agreements
of the parties herein contained and in consideration of the additional
amounts payable by Schultz to Piggly Wiggly hereunder, the parties legally
agree as follows:
1. New Exclusive Territory. Section 1 of the AMFA is hereby
amended and supplemented by adding to Schultz's current existing exclusive
franchise territory described on Exhibit D thereto dated May 1, 1982
("Existing Territory") the new exclusive territory described on Schedule 1
hereto ("New Territory" and sometimes together with the Existing
Territory, the "Combined Territory"). Additionally, all direct or
indirect references to the "territory" contained in the AMFA shall hereby
be amended to mean the Combined Territory, except to the extent otherwise
set forth in this Amendment, so that Schultz shall have the exclusive
right to establish, operate, franchise, license, subfranchise and
sublicense retail grocery stores under the name "Piggly Wiggly" in the
Combined Territory pursuant to the AMFA, as hereby amended. The current
existing Piggly Wiggly store located in Hillsboro City, Vernon County,
Wisconsin which is directly franchised by Piggly Wiggly is hereby
specifically excluded from the New Territory and the other provisions of
the AMFA, as hereby amended.
2. Franchise Fee for Stores in New Territory. Section 7 of
the AMFA is hereby amended and supplemented by adding the following to the
end of such Section:
"Schultz agrees to pay Piggly Wiggly a sum equal to 0.10%
of the gross sales of all merchandise of whatsoever nature
sold by all Piggly Wiggly stores in the New Territory which
Schultz franchises pursuant to this AMFA, out of the
payments actually received by Schultz from such Piggly
Wiggly store operators, within 15 days after the close of
each monthly period during term hereof. Schultz also
agrees to pay Piggly Wiggly a sum equal to 0.10% of the
gross sales of merchandise of whatsoever nature sold by all
Schultz-owned Piggly Wiggly stores in the New Territory, as
may from time to time be operating pursuant to this AMFA,
within 15 days after the close of each monthly period
during the term hereof. The amounts stated in this Section
7 are Piggly Wiggly's sole compensation under this AMFA, as
amended hereby."
3. Remainder of AMFA Unaffected. Except to the extent herein
specifically amended or supplemented as set forth above, all other terms
and conditions of the AMFA remain unaffected by this Amendment and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their elected officers on the day and year
first written above.
PIGGLY WIGGLY CORPORATION SCHULTZ SAV-O STORES, INC.
By: /s/ Larry Wright By: /s/ James H. Dickelman
Larry Wright James H. Dickelman
President President and Chief Executive
Officer
Attachments
SCHEDULE 1
NEW TERRITORY
COUNTIES
WISCONSIN ILLINOIS
ASHLAND LA CROSSE BUREAU LEE
BARRON MONROE CARROLL OGLE
BAYFIELD ONEIDA DEKALB PUTNAM
BUFFALO PEPIN GRUNDY ROCK ISLAND
BURNETT PIERCE HENRY WHITESIDE
CHIPPEWA POLK KENDALL WILL
CLARK PRICE LASALLE
CRAWFORD RICHLAND
DOUGLAS RUSK
DUNN ST. CROIX
EAU CLAIRE SAWYER
FLORENCE TAYLOR
FOREST TREMPEALEAU
IRON VERNON
JACKSON VILAS
WASHBURN
MINNESOTA IOWA
FILLMORE WABASHA ALLAMAKEE DUBUQUE
HOUSTON WINONA BLACK HAWK FAYETTE
OLMSTEAD BREMER HOWARD
BUCHANAN JACKSON
CEDAR JONES
CHICKASAW LINN
CLAYTON MUSCATINE
CLINTON SCOTT
DELAWARE WINNESHIEK
MICHIGAN
IRON KEWEENAW
MARQUETTE DELTA
GOGEBIC ALGER
ONTONAGON SCHOOLCRAFT
HOUGHTON