S.B. 455

VETOES

[(1)](I) The proposed date of cancellation of an agreement that has not
expired according to its terms; or,

[(2)] (II) For agreements that contemplate renewal options exercisable by
either party, the expiration date of an agreement that the grantor does not intend to
renew.

(d)    A grantor is not required to comply with the provisions of this section if the
reason for the cancellation or nonrenewal includes any of the following:

(1) For any items that are not in dispute, the failure of the distributor to pay
the grantor for commercial goods received;

(2)     The actual or pending insolvency, the occurrence of an assignment for
the benefit of creditors, or the bankruptcy of the distributor or of its parent entity or of
any affiliated entity that has financial control over it;

(3) A danger to the public health or safety caused by the distributor or any
affiliated entity over which it has control;

(4)     Abandonment of the agreement by the distributor or any other matter
which a court finds to be justification for a premature cancellation or nonrenewal;

(5)     Conduct by the distributor expressly prohibited under a written
agreement that materially affects the relationship between the distributor and grantor;

(6)     Conduct by the distributor that materially alters the commercial viability
of the grantor's commercial goods in the marketplace; or

(7) Affirmative bad faith, dishonest, fraudulent, or illegal acts by the
distributor.

(e)     Notwithstanding any other provision of this section, the notice and cure
provisions of this subtitle do not apply to a termination of a distributorship at the natural
expiration of the specified term of a written contract that does not contemplate renewal
options exercisable by either party.

11-1304.

(a) Except as provided in subsection (c) of this section, on cancellation or
nonrenewal of an agreement by a grantor for any reason, including a distributor's failure
to cure under § 11-1305 of this subtitle, the grantor shall have the right to, and must at
the option of the distributor, repurchase all merchandise sold by the grantor to the
distributor, and the distributor must sell the merchandise to the grantor, at a price equal
to:

(1)     An amount agreed on by the parties; or

(2)     (i) With respect to merchandise that is still in its original condition, is
part of the grantor's current product line, and was shipped within 6 months of the
cancellation or nonrenewal, the purchase price paid by the distributor; [and]

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