Exhibit 10.20
MEMBERSHIP AND LICENSING AGREEMENT
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This agreement is entered into this lst day of December 1980, by and
between TOPCO ASSOCIATES, INC. (COOPERATIVE), a cooperative association
organized under the laws of the State of Wisconsin (hereinafter called
Association), and ▇▇▇▇▇▇▇'▇ Food Markets, Inc., a corporation organized under
the laws of the State of Texas (hereinafter called Member).
It is mutually agreed as follows:
1. The terms and provisions of the Articles of Incorporation and
Bylaws of the Association are hereby incorporated in this agreement as if fully
set forth herein. Each amendment to said Articles of Incorporation and Bylaws
shall be treated as an amendment to this agreement.
2. The Association grants to the Member a license to sell and
distribute, from it warehouse in Houston, Texas (or, prior to the time that
Member owns its own warehouse, from the warehouse of The ▇▇▇▇▇▇▇ Companies, Inc.
in Houston, Texas) products bearing the trademarks or trade names owned by the
Association set forth in Exhibit A (as the same may from time to time be
amended by agreement of the parties).
3. Member shall provide to the Association a list of its stores serviced
by the warehouses described in paragraph 2 as of June 30 and December 31 of each
year.
4. Member has represented to the Association that within two years of the
date of this agreement it will be offering to its customers no fewer than 700
items bearing the trademarks owned by the Association set forth in Exhibit A.
It shall be a condition of Member's membership in the Association
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that this level of participation in the programs of the Association be achieved.
In the event that it is not achieved by December 31, 1982, the Board of
Directors of the Association may at any time within six months thereafter
terminate the membership of Member. The foregoing reason for termination shall
be in addition to those set forth in the Bylaws of the Association. In the
event of termination for such reason, the Member shall be entitled to service
and shall be responsible for paying service charges as set forth in the Bylaws
of the Association as though Member had resigned from the Association and the
date of termination of membership was less than two years after the date of its
admission to membership.
IN WITNESS WHEREOF, the parties hereto have signed this agreement.
TOPCO ASSOCIATES, INC.
By: /s/ Illegible
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▇▇▇▇▇▇▇'▇ Food Markets, Inc.
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President
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EXHIBIT A
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Membership and Licensing Agreement Original: Dated December 1, 1980
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Between Topco Associates, Inc. and Revision: Date May 15, 1985
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▇▇▇▇▇▇▇'▇ Food Markets, Inc. Revision No. 1
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supersedes Exhibit dated:
December 1, 1980
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Programs of the Association in which the Member is entitled to participate:
Frozen Dairy Grocery
Proc Meat, Fish & Poultry Equipment/Supplies Produce
HBA/General Merchandise SBM Fresh Meat
Trademarks and tradenames in the following Brand Groups as established by the
Membership and owned by the Association:
AM Brands Group
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Beacon Top Crest Valu Time
▇▇▇▇ Top Fresh Valu Pro
Mega
TA Brands Group
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Dog Club ▇▇▇▇▇▇▇ Top Frost
Food Club Topco
Member Own Brand: Yes [ ] No [ X ]
