Exhibit 10.52
Performance Food Group, LLC
Master Distribution Agreement
With
Shells Seafood Restaurants, Inc.
Effective
October 1, 2002
1
PFG Florida
Overview
Performance Food Group Florida, LLC (PFG Florida) is a wholly owned subsidiary
of Performance Food Group, Inc. of Richmond, Virginia.
Performance Food Group, Inc. has over $4 billion in purchasing power to assist
our customers in receiving the efficiency necessary to be profitable.
PFG Florida is a broadline distribution center located in Dover, Florida. Our
facility is equipped with a state-of-the-art 125,000 sq. ft. warehouse, which is
comprised of 42,000 sq. ft. of dry, 35,000 sq. ft. of freezer and 25,000 sq. ft.
of cooler space. The cooler is capable of handling five different temperature
zones to ensure product is stored at the specified temperature required. Our
facility also boasts a 15,200 sq. ft. fully refrigerated shipping and receiving
dock. Our main office building contains a 3,000 sq. ft. conference center with a
fully equipped test kitchen.
Our fleet has 40 - three compartment (dry, cooler, frozen) delivery vehicles to
insure the integrity of your product from the manufacturer to your door.
PFG Florida markets all major foodservice categories of products including fresh
produce, dairy products and fresh meats. Our warehouse has a state-of-the-art
8,000 sq. ft. USDA inspected custom-cut meat room. We are able to custom-cut
meat orders to your specifications, on-site.
We stock Performance Food Group brands as well as Pocahontas label and national
brands to ensure you receive a total commitment of quality assured products.
Technology is a major part of today's foodservice industry and PFG Florida is
ready with the state-of-the-art ordering systems including on-line Internet
ordering and PC based ordering systems.
Our Marketing Department is ready to assist you in bringing our fine products to
your customers profitably, ensuring their return visits to your establishments
as well as your future orders from PFG Florida.
We are sincerely grateful for this opportunity you have given us to partner with
a premier customer such as yourself. Thank you once again for this opportunity.
2
PFG Florida
Mission Statement
To provide our customers with a quality product, delivered on time, in good
condition and at a fair price.
This will insure customer satisfaction, employee satisfaction and profitability
for both parties.
3
PFG Florida Team
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇.
Dover, Fl. 33527
(▇▇▇) ▇▇▇-▇▇▇▇
Key Personnel
President ▇▇▇▇ ▇▇▇▇▇▇ ext. 232
VP of Sales ▇▇▇▇ ▇▇▇▇▇ ext. 302
Dir. of Finance ▇▇▇▇ ▇▇▇▇▇ ext. 233
Credit Mgr. ▇▇▇▇ ▇▇▇▇ ext. 236
Customer Svc. Mgr. ▇▇▇▇ ▇▇▇▇▇ ext. 269
Customer Svc. Rep. ▇▇▇▇▇ ▇▇▇▇▇ ext. 271
Transportation Mgr. ▇▇▇▇▇ ▇▇▇▇▇▇ ext. 257
National Account Representative: ▇▇▇▇ ▇▇▇▇ ext. 311
4
Company Philosophy
PFG Florida highly values our major accounts program and takes pride in
including Shells Seafood Restaurants, Inc. as a major customer.
A master distribution agreement has been prepared specifically for Shells
Seafood Restaurants, Inc. as a major account.
In doing this you can be assured that you have the commitment and service levels
that you would expect.
▇▇▇▇ ▇▇▇▇ has been assigned to your account and is responsible for developing,
coordinating, implementing, and managing the integrity of the program.
Order guides will be provided and maintained accordingly. Credits, returns, and
special orders will be handled promptly.
Everything has been geared with you, the customer in mind. If you make a special
request or ask us to provide something out of the ordinary, we will do
everything in our power to show you flexibility and to tailor the program to
your needs.
5
PFG Florida Master Distribution Agreement
Between Performance Food Group Florida (further known as PFG FLORIDA)
and Shells Seafood Restaurants, Inc. (further known as SHELLS)
In consideration of the mutual obligations set forth below the parties agree as
follows.
1. APPOINTMENT OF DISTRIBUTOR
SHELLS appoints PFG FLORIDA to serve, as it's primary distributor to
all SHELLS locations (identified in Appendix A) with foodservice
products within the product categories described in Section 2. As
primary distributors, PFG FLORIDA will be entitled to not less than
70% of purchases with respect to such products. Requirements will be
determined on an aggregate dollar amount.
2. PROGRAM GOALS
PFG FLORIDA proposes to distribute to SHELLS, 70% of dry groceries,
coffee/tea, frozen foods, produce, dairy, processed meats, seafood,
poultry, disposables/paper, chemical/janitorial, equipment and supply
under the margins described herein.
3. SCOPE OF AGREEMENT
This agreement will apply to all of the 29 locations (identified in
Appendix A) and will be reviewed on a continuing basis. Both parties
agree that the number of locations may increase or decrease over the
contract term. If a location is opened within an area requiring
service from another Performance Food Group distribution center PFG
FLORIDA will use commercially reasonable efforts to apply terms and
conditions of this agreement to the new location.
4. TERM OF CONTRACT
The term of this agreement will be for an initial term of three (3)
years commencing on October 1, 2002 and ending on September 30, 2005,
unless earlier terminated in accordance with the terms hereof. After
expiration of the initial term, this agreement automatically shall
renew for successive renewal terms of one (1) year each, unless
terminated by either party by written notice to the other given not
less than ninety (90) days prior to the end of the then current term.
Pricing schedule will remain in effect for the term of the agreement
and any renewals thereof. SHELLS and PFG FLORIDA must mutually agree
upon amendments to the pricing schedule. This agreement may be
terminated prior to the end of the initial or any renewal term as
follows:
6
A. by PFG FLORIDA, in the event that by SHELLS fails to make any
payment required to be made to PFG FLORIDA hereunder when due,
which failure is not remedied within five (5) business days after
receipt of written notice thereof from PFG FLORIDA (provided that
if two (2) or more notices of default and opportunities to
correct have been given within any twelve (12) month period, no
further notice and opportunity to correct need be given); or
B. by either party, in the event that the other party substantially
fails to perform in accordance with the terms and conditions of
this Agreement, which failure is not remedied within [sixty (60)]
days (unless a different time period is specifically herein
provided) after receipt of written notice from the other party
specifying the nature of such default; or
C. by either party, upon written notice to the other party, in the
event that (i) the other party files a voluntary bankruptcy
petition; (ii) an involuntary bankruptcy petition is filed
against the other party which is not withdrawn or otherwise
dismissed within ninety (90) days after filing; (iii) an
assignment for the benefit of creditors made by the other party;
or (iv) a receiver is appointed for the other party; or
D. by either party, upon written notice to the other party, in the
event that a Change in Control occurs with respect to the other
party. For purposes of this Section 4D, "Change in Control" means
(i) the consummation of a purchase of stock, merger, or
consolidation of the other party with or into another entity or
any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity's
securities outstanding immediately after such stock purchase,
merger, consolidation or other reorganization is owned by persons
who were not stockholders of the other party as of the date of
this Agreement; or (b) the sale, transfer or other disposition of
all or substantially all of the other party's assets; provided,
however, that a transaction shall not constitute a Change in
Control if its sole purpose is to change the state of the other
party's incorporation or to create a holding company that will be
owned in substantially the same proportions by the persons who
held the other party's securities immediately before such
transaction.
7
5. PRODUCTS COVERED BY THIS AGREEMENT
Products will include PFG FLORIDA brands, national brands, and other
products specified by SHELLS and stocked by PFG FLORIDA. PFG FLORIDA
brand products will be utilized whenever possible to ensure
consistency of quality and to minimize costs. Should a substitute be
necessary, prior approval to substitute at original product margin is
required. In order for a substitute to be permitted PFG FLORIDA must
obtain the prior approval of the authorized representative of SHELLS
Purchasing Department, as designated in writing from time to time by
▇▇▇▇▇▇.
6. THE AMERICAN INSTITUTE OF BAKING
Properly maintained warehouses, freshly rotated merchandise and clean,
efficient delivery trucks can be taken for granted by PFG FLORIDA's
customers.
The American Institute of Baking checks for clean equipment and may,
without notice to the facility, conduct an 8 to 14 hour inspection of
the facility, warehouse and surrounding areas. They will check for
proper rotation of products, rodent and insect control, safety
procedures, etc.
7. SERVICE OBLIGATIONS
Order guides: PFG FLORIDA will provide monthly order guides, and if
requested by SHELLS, weekly order guides for "at-market" products.
8. DELIVERY OBLIGATIONS
A. SHELLS is not to return merchandise to PFG FLORIDA without
written authorization unless damaged, wet, crushed or substituted
(without prior approval from SHELLS, as contemplated by Section
5). All requests for return or adjustment of dry groceries or
frozen food must be reported within 7 days of receipt of
merchandise. This request must include the invoice number,
customer code and invoice date in order for the customer to
receive the full amount of the credit due. In the situation of
fresh merchandise, returns must be identified at the time of
delivery. Returned merchandise must reach PFG FLORIDA in
resalable condition (except to the extent such merchandise was
already damaged, wet, or crushed) and must be packed in its
original carton, unless SHELLS is authorized to return
merchandise for quality control inspection. Merchandise made to
order, specially designed, crested or imprinted cannot be
exchanged or returned. Due to manufacturer's request, special
order (non-stock) merchandise may only be
8
returned if packed in original shipping cartons. For customer
errors, seasonal item returns and dead inventory returns, PFG
FLORIDA reserves the right to collect a restocking fee, including
items not delivered due to refusal, in an amount equal to the
lesser of (i) the vendor's restocking fee or (ii) 10% of the
product cost to PFG FLORIDA.
B. This program is based on two (2) SHELLS deliveries per week per
location. In order to maintain consistent and efficient routing
of deliveries, delivery schedules should be at the option of PFG
FLORIDA in accordance with SHELLS delivery requirements.
C. Exception deliveries (same day for emergencies) will be handled
on an individual basis. Exception deliveries and delivery
frequency will be monitored by month. In order to maintain
proposed margins, these exceptions must be kept to a minimum.
9. ORDERING PROCEDURES
PFG FLORIDA will host a file transfer protocol (FTP) site to receive
orders electronically. PFG FLORIDA's IT system will be coordinated
with SHELLS MenuLink for ordering purposes.
10. PRICE LIST
Thirty (30) day pricing will be given on all bid items with the
exception of "at-market" products including but not limited to
produce, dairy, meat, and seafood. The "at-market" pricing will be
weekly, but not during the middle of the week.
11. CREDITS
Credits shall be granted in accordance with the terms of the Operating
Procedures Manual, which shall be customized by the PFG FLORIDA
specifically for SHELLS. Hard copy credits will be issued and copy
forwarded to SHELLS purchasing department.
12. DELIVERY AND RECEIVING
All deliveries will be made in accordance with a prearranged delivery
schedule designed to meet SHELLS needs. A next day delivery schedule
will be mutually determined to achieve optimum service levels.
Deliveries must be made during scheduled delivery periods, which shall
not include the periods between 10:30 a.m. and 1:30 p.m. for units
offering lunch and not after 4:00 p.m. for all units. It is vital that
every effort to deliver products within the delivery times is made.
9
Consistent failure to comply with this requirement will be considered
a material breach and grounds for termination of this Agreement. All
deliveries of frozen or perishable products must be in refrigerated
vehicles and must be packaged in such a manner as to ensure consistent
delivery in a clean and sanitary condition.
Holiday schedules will be established by PFG FLORIDA fourteen (14)
working days in advance of the holiday.
Invoice files will be provided electronically prior to delivery. Catch
weights will also be listed on all invoices. With each order, SHELLS
will receive an original invoice and one copy, which is to be checked
by authorized personnel. At the time of delivery should any product be
short or damaged, the PFG FLORIDA delivery driver will note the
discrepancy on the invoice, and credit will be taken directly off the
invoice. A credit will thereafter be issued per Section 11.
13. CREDIT TERMS
Credit Terms are Net 30 days. All payments should be received Net 30
days from the date of invoice. Payments shall be made twice per week
by ACH debit from a zero balance account. During the course of the
contract, if agreed payment terms are not met, PFG FLORIDA reserves
the right to review and adjust margins and any incentive payments will
not be made until the account is within terms.
A. Late Status
If, during the term of this agreement, SHELLS fails to pay any
invoice within 30 days, as contemplated above, then SHELLS and
PFG FLORIDA shall negotiate in good faith to formulate a mutually
agreeable plan to return SHELLS's account to a 30-day status up
to and including a COD plus pay plan in order to return the
account to 30 day terms paid through a ACH debit.
B. Service Charge
If invoices are not paid when due, any amount past due shall bear
interest from the date due to the date of payment at an annual
rate of twelve percent (12%). Unpaid invoice balances and finance
charges due to PFG FLORIDA will be deducted from any credits due
to SHELLS.
10
C. Financial Information
The continuing creditworthiness of SHELLS is of central
importance to PFG FLORIDA. In order to enable PFG FLORIDA to
monitor SHELLS financial condition, SHELLS will supply annual
audited and quarterly unaudited financial statements to PFG
FLORIDA consisting of an income statement, balance sheet, and
statement of cash flow, as filed by SHELLS with the Securities
and Exchange Commission. PFG FLORIDA may request such further
financial information from time to time, as it will enable PFG
FLORIDA to accurately assess SHELLS financial condition;
provided, however, that nothing in this Section 13c shall require
SHELLS to disclose material, nonpublic information regarding
SHELLS or its business to PFG FLORIDA.
14. PRICING
A. All pricing for SHELLS is calculated on PFG FLORIDA cost as
defined in 14B.
B. Defined Cost
Cost is defined as invoice cost plus freight. Pick-up allowances
will be split 50/50 with SHELLS on SHELLS proprietary product if
PFG FLORIDA elects to backhaul the product. All rebates,
off-invoice allowances and contract pricing from vendors will be
netted down by PFG FLORIDA.
The invoice used to determine cost will be for product ordered
during the period. If electronic data is interchange or other
invoice less system is used, a printed report confirming the
purchase order cost will be considered an invoice for determining
cost.
C. Price Adjustments
All prices on the price list will remain valid for the period of
the price list (please refer to Section 10), with the exception
of those commodity or "at-market" items which are identified to
change weekly. In addition, during periods of unusual cost
fluctuations (greater than 3% of product cost), PFG FLORIDA will
pass through such increases.
D. Adjustments in Margin for Unanticipated Problems
If the operating costs of PFG FLORIDA are increased as a direct
result of a significant regional or national economic problem,
(including but not limited to fuel cost increases and
11
power shortages) PFG FLORIDA may on ten (10) day's notice to
SHELLS, increase the pricing specified in section 14.E to
compensate for such increased costs during the period such
increases are experienced. If diesel fuel prices exceed $1.45 per
gallon (based on the index entitled EIA Retail On-Highway Diesel
Prices - Lower Atlantic PADD 1C," published from time to time by
the Energy Information Agency of the U.S. Department of Energy as
currently set forth at ▇▇▇.▇▇▇.▇▇▇.▇▇▇) a $4.00 charge will be
added per delivery until such time that diesel fuel prices fall
below $1.45 per gallon.
E. PRICE LIST MARGINS
A customized price program has been created for SHELLS which will
add a drayage as defined in Section 14F to all cases sold with
the exception of Coke(TM) and Ecolab(TM) products. These products
will include drayage to cover PFG FLORIDA's cost of distribution
and will not be further marked up.
▇. ▇▇▇▇▇▇▇ CHARGES AND DROP SIZE INCENTIVES
The drayage charge is $2.20 per case provided SHELLS averages on
a monthly basis, at least 100 pieces per drop per location.
Definition of margin calculation on sell = Division landed cost
(less any office invoice rebates) + mark-up
Ex. Division Landed $20.00
Drayage $ 2.20
------
Sell Price $22.20
A rebate of $0.05 per case will be paid by PFG FLORIDA to SHELLS
for any location with an average drop size in excess of 200
pieces per drop per month. The rebate will be paid in 30 days
after the month end. If a location purchases additional product
from another broadline distributor, then the drayage for that
location will be $2.25 per case. If SHELLS average drop size for
any month falls below 100 pieces for such month, then the drayage
for the immediately following month shall be $2.25 per case.
12
15. SUBSTITUTIONS/BACK ORDERS
It is PFG FLORIDA's commitment to ship a complete order on every
delivery. In the event that a substitution becomes necessary, we will
substitute product at the agreed upon mark-up/fee with prior approval
of substitutes by an authorized representative of SHELLS Purchasing
Department, as designated in writing from time to time by SHELLS.
16. INFORMATION SYSTEMS REPORTS
PFG FLORIDA will provide the following reports electronically to
SHELLS on a weekly/monthly basis:
Usage by month, rolling YTD by vendor
Descending dollar by item
Descending dollar by vendor
Monthly service level report
Monthly order guides (must be sent to the restaurants also)
Weekly price changes (must be sent to the restaurants also)
Weekly lot listing (all seafood, beef and poultry) by lot
Weekly inventory on critical items
17. BUY-INS/ INVENTORY LEVELS/QC PROCEDURES
Standard inventory will be 30 days. Inventory is considered "dead"
when it reaches 90 days old, except where SHELLS has designated
certain products as buy-ins. PFG FLORIDA will work with SHELLS on
buy-ins to maintain a standard inventory level of 30 days. For buy-ins
in excess of 30 days, the holding fee is 0.15% per week times the
dollar value of inventory in excess of 30 days, billed weekly and
payable in accordance with Section 13. SHELLS will provide PFG FLORIDA
with reasonable notice of any buy-ins intended by SHELLS. If PFG
FLORIDA's freezer space is not adequate to accommodate any buy-in
intended by SHELLS, PFG FLORIDA may, after consultation with SHELLS,
lease additional freezer space for such purpose, and PFG FLORIDA shall
pass-through PFG FLORIDA's cost of such freezer space plus a handling
charge to drop off, pick up and slot the product of $25.00 per pallet
per storage incident after using every commercially reasonable effort
to accommodate the product at PFG FLORIDA.
QC Procedures/Test Kitchen Availability
PFG FLORIDA will work with SHELLS to ensure flexibility to ship lots
out-of-sequence assuming proper notice is given to PFG FLORIDA
warehouse personnel.
13
PFG FLORIDA's test kitchen will be available 24 hours per week for
SHELLS QC to utilize as needed with proper pre-booking, it being
intended that SHELLS will provide PFG FLORIDA with two weeks' advance
notice of SHELLS required scheduling. Designated mailbox and phone
line will be provided. In addition, from time to time PFG FLORIDA will
make available to SHELLS, PFG FLORIDA's 3,000 square foot conference
facility for meetings to be held by SHELLS, which shall be scheduled
and held on mutually convenient dates.
18. PROPRIETARY PRODUCTS
PFG FLORIDA will inventory products requested and specified by SHELLS
that are proprietary to this program under the following conditions:
PFG FLORIDA agree that they will not order and bring into stock any
product or lines of product for SHELLS unit unless SHELLS headquarters
has authorized such action. If SHELLS approves and authorizes products
not currently in existing inventory, the following minimum guidelines
will apply to any new products brought into stock.
A. SHELLS will allow PFG FLORIDA to present products already stocked
in inventory.
B. SHELLS will sign a special stocking request form.
C. SHELLS will use its commercially reasonable efforts to give a
minimum of 30 days to bring in any new items as requested by
SHELLS.
D. If PFG FLORIDA does not purchase from a supplier designated by
SHELLS, a Certificate of Insurance and Hold Harmless
Indemnification is required before any product can be brought
into inventory. If specified supplier will not issue these
documents, it will be the responsibility of SHELLS to insure and
indemnify PFG FLORIDA.
E. In the event SHELLS decides to discontinue proprietary product(s)
or if PFG FLORIDA and SHELLS decide to cease doing business,
▇▇▇▇▇▇ will notify PFG in writing per the terms of this
agreement.
F. SHELLS further agrees to purchase any remaining inventory on hand
at the time and remove it from PFG FLORIDA.
14
G. In the event of a distributor change, PFG FLORIDA will transfer
only those SHELLS proprietary items and those items proprietary
between PFG FLORIDA and SHELLS stocked with over 30 days supply
(based on in-season inventory). ▇▇▇▇▇▇ agrees to pay all freight
and handling charges in the disposition of all proprietary
product(s) to another distributor or return to the manufacturer
as agreed.
H. If a proprietary product fails to provide an average of 12 turns
per year, and at least 20 cases per month, PFG FLORIDA and SHELLS
will develop a plan of action to remedy the situation.
Alternative solutions could include but are not limited to, an up
charge in the margin allowed, discontinuance of the product, or a
mutually acceptable solution.
19. SPECIAL ORDER ITEMS
PFG FLORIDA requests a three week lead-time on special order items
whenever possible. This is due to the lead times required by many
suppliers.
20. PROGRAM REVIEW
PFG FLORIDA and SHELLS management will meet on a quarterly basis to
review and correct program performance and make adjustments. The
agreement is based on SHELLS representations concerning its service
needs, but not limited to it's anticipated purchases volumes, drop
sizes, product mix, location of SHELLS units, and number of
deliveries, as well as SHELLS compliance with it's payment and other
obligations specified in this agreement.
21. NATIONAL PURCHASING PROGRAMS
PFG FLORIDA enjoys a combined purchasing program of international
scope. PFG FLORIDA's national and international network of
manufacture's brokers and buyers are capable of negotiating and
implementing a National Purchasing Program exclusively for SHELLS.
22. SERVICE LEVEL
PFG FLORIDA insures open communications, proper product mix and
completed orders will provide a high level of service to SHELLS. A
minimum service level of 98% fill rate will be the projected
acceptable goal.
23. FORCE MAJEURE
Neither party shall be liable to the other party for any loss, delay
or failure to perform resulting directly or indirectly from fires,
riots,
15
strikes, acts of nature, or other circumstances beyond either party's
reasonable control.
24. COMPLIANCE WITH LAWS- ENTIRE AGREEMENT
Each party agrees that it will comply with all laws and regulations
applicable to this agreement and its performance hereunder. Without
limiting the foregoing, ▇▇▇▇▇▇ agrees to fully and accurately report
to the appropriate federal and state agencies and authorities all
discounts (such as term defined in 42 CFR Sec. 1001.952 (h)) granted
hereunder in accordance with all applicable laws and regulations. This
agreement sets forth the complete understanding of the parties hereto
with the respect to the subject matter contained herein, and this
agreement may not be amended or supplemented except in writing signed
by both parties.
25. SUPPORT SERVICES
Negotiated Contracts
Each of the parties will use their commercially reasonable efforts to
work in partnership to negotiate special vendor pricing on all
products, where appropriate.
26. REBATE TRACKING
PFG FLORIDA can provide quarterly tracking reports for this purpose.
Business Reviews
PFG FLORIDA intends to perform scheduled business reviews with SHELLS to
critique performance, opportunities, and determine the way to grow the
parties' valued alliance.
PFG FLORIDA's product specialists are available to assist its customers in
providing continuing education to cooks, buyers and managers so that PFG
FLORIDA's customer's professionalism will be further enhanced.
27. AUDIT PRIVILEDGES
▇▇▇▇▇▇ has the right to audit this program at any time by informing
PFG FLORIDA at least (30) calendar days prior to the requested audit
date. SHELLS may audit a maximum of thirty (30) items from their
specific bid. Audit rights are not to exceed two (2) times per year.
Audits will be performed at a PFG FLORIDA office located at ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇. Dover, Fl. 33527 between the hours of 9 am to 4 pm. An
audit may only go back three (3) months, however, refunds based upon
audit results may go back as long as a discrepancy existed.
16
The following criteria must also be met:
A. Date and time of audit mutually agreed upon
B. Audit to be conducted between 9 am to 4 pm without unreasonable
disruption of business or year-end accounting procedures. All
documentation will be kept on PFG FLORIDA property. No
photocopies will be permitted to leave PFG FLORIDA property.
17
APPENDIX A - SHELLS LOCATIONS
-----------------------------------------------------------------------------------------------------------------
Store Store Name Lunch Address City State Zip Phone
-----------------------------------------------------------------------------------------------------------------
3 Carrollwood No ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-968-6686
-----------------------------------------------------------------------------------------------------------------
4 North Tampa Yes ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-977-8456
-----------------------------------------------------------------------------------------------------------------
5 ▇▇▇ Road Yes ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 407-628-3968
-----------------------------------------------------------------------------------------------------------------
6 Sarasota No 7253 s. Tamiami Trail Sarasota FL 34231 813-924-2568
-----------------------------------------------------------------------------------------------------------------
13 On the Beach Yes ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-393-8990
-----------------------------------------------------------------------------------------------------------------
14 Winter Park Yes ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇. Winter Park FL 32792 407-657-7009
-----------------------------------------------------------------------------------------------------------------
17 ▇▇▇▇▇▇ Beach No ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 941-778-5997
-----------------------------------------------------------------------------------------------------------------
20 Daytona Yes ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 904-258-0007
-----------------------------------------------------------------------------------------------------------------
23 Brandon No ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇ 33511 813-684-4190
-----------------------------------------------------------------------------------------------------------------
25 Altamonte No ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 407-865-6667
-----------------------------------------------------------------------------------------------------------------
26 4th Street No ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-522-9229
-----------------------------------------------------------------------------------------------------------------
27 Sunrise Yes 2019 N. University Drive Sunrise FL 33322 954-749-0557
-----------------------------------------------------------------------------------------------------------------
28 ▇▇▇▇▇▇▇ Yes ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 305-274-5552
-----------------------------------------------------------------------------------------------------------------
31 Melbourne Yes ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 407-722-1122
-----------------------------------------------------------------------------------------------------------------
32 Kissimmee Yes ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 407-933-7757
-----------------------------------------------------------------------------------------------------------------
33 Countryside Yes ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-797-1775
-----------------------------------------------------------------------------------------------------------------
34 Stuart Yes ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇. Stuart FL 34996 561-283-1099
-----------------------------------------------------------------------------------------------------------------
35 New Smyrna No ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 904-426-0808
-----------------------------------------------------------------------------------------------------------------
36 St. ▇▇▇▇ Beach Yes ▇▇▇▇ ▇▇▇▇ ▇▇▇▇. St. Petersburg Beach FL 33706 813-360-0889
-----------------------------------------------------------------------------------------------------------------
37 Ft. ▇▇▇▇▇ Yes ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ FL 33907 941-278-9011
-----------------------------------------------------------------------------------------------------------------
38 Port Charlotte No ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 941-766-7200
-----------------------------------------------------------------------------------------------------------------
40 Winter Haven No ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 941-299-7393
-----------------------------------------------------------------------------------------------------------------
41 Coral Springs Yes ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 954-345-0388
-----------------------------------------------------------------------------------------------------------------
43 Ocala Yes ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 352-873-9993
-----------------------------------------------------------------------------------------------------------------
44 Davie Yes ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 305-265-6646
-----------------------------------------------------------------------------------------------------------------
45 Ft. Lauderdale Yes 6500 N. Federal Hwy Ft. Lauderdale FL 33308 954-772-4646
-----------------------------------------------------------------------------------------------------------------
47 Pembroke Pines Yes ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. Pembroke Pines FL 33026 954-436-4667
-----------------------------------------------------------------------------------------------------------------
48 West Palm Beach Yes 2015 Okeechobee Blvd. West Palm Beach FL 33409 561-616-0667
-----------------------------------------------------------------------------------------------------------------
50 South Tampa No ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 813-875-3467
-----------------------------------------------------------------------------------------------------------------
18
Master Distribution Agreement between SHELLS and PFG FLORIDA
This distribution agreement supersedes all other programs submitted to Shells
Seafood Restaurants, Inc. by PFG Florida.
ACCEPTED BY: ACCEPTED BY:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(Shells Seafood Restaurants, Inc.) (PFG FLORIDA)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(Please Print) (Please Print)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ---------------------------
(Signature) (Signature)
Executive Vice President President / CEO
(Title) (Title)
8/27/02 8/28/02
(Date) (Date)
19
