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EXHIBIT 10.6
Note: Redacted portions have been marked with (***). The redacted portions are
subject to a request for confidential treatment that has been filed with the
Securities and Exchange Commission.
[LOGO]SOLECTRON
CONTRACT MANUFACTURING AGREEMENT
This Agreement is entered into this 1/st/ day of August, 2000_, by and between
Solectron Massachusetts Corporation ("Solectron"), a California corporation,
with offices at One Solectron Drive, Westborough, MA, 01581 and Tellium,
Inc.("Tellium") whose principle place of business is located at 2 Crescent
Place, Oceanport, NJ 07757. As the parties desire to formulate a strategic
business relationship and to define their expectations regarding this
relationship, it is hereby agreed as follows:
1. Precedence:
1.1 This Agreement is the basic set of Terms and Conditions regarding the
business relationship between Solectron and Tellium. Product specific
requirements and additional specific business terms and conditions will be
mutually agreed to and documented by an addendum to this Agreement.
1.2 Attached to this Agreement, as an Addendum, is a listing of additional
Addenda.
1.3 This Agreement and its addenda shall prevail over the terms and conditions
of any purchase order, acknowledgment form or other instrument. In the
event of a conflict between addenda and this basic agreement, the specific
conflicting items contained in the addenda will take precedence over the
specific items in this basic agreement
1.4 This Agreement may be executed in one or more counterparts, each of which
will be deemed the original, but all of which will constitute but one and
the same document. The parties agree this Agreement and its addenda may not
be modified except in writing signed by both parties.
1.5 Nothing in this Agreement shall be construed or deemed to prevent or
otherwise inhibit Tellium's ability or right to manufacture, at Tellium's
facility or at a third party facility of Tellium's choice, the Products.
Further, nothing in this Agreement shall be construed or deemed to (i)
require Tellium to order any units of the Products to be manufactured by
Solectron, or (ii) prevent or otherwise inhibit Tellium's ability or right
to design, develop, manufacture, have manufactured, market, use, sell, and
or distribute any follow-on products or derivatives of the Products.
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2. Term of Agreement
2.1 This Agreement shall commence on the effective date, April 1st, 2000, and
shall continue for an initial term of one (1) year. This Agreement shall
automatically be renewed for successive one (1) year increments unless
either party request in writing, at least ninety (90) days prior to the
anniversary date, that this Agreement not be so renewed.
3. Product Forecast
3.1 It is agreed that Tellium will provide Solectron, on a monthly basis, a
rolling twelve (12) month Product forecast. This section, as appropriate,
may be modified in an addendum to reflect specific Product requirements.
4. Material Management
4.1 Material Procurement
4.1.1 In order to meet Tellium's forecasted requirements and additional agreed
upon flexibility requirements, Solectron is authorized to purchase
materials and make commitments to suppliers using standard purchasing
practices including, but not limited to, acquisition of material
recognizing Economic Order Quantities, ABC order policy, and supplier
imposed minimum order quantities. Tellium recognizes its financial
responsibility for the material purchased by Solectron on behalf of
Tellium.
4.1.2 In the event of a termination or a cancellation of a Purchase Order or
Material Release, and/or discontinuance of Product or excess material
created by an engineering change or forecast revision, Tellium agrees to
compensate Solectron for Products and material inventory as follows: (i)
the contract price of all finished Products in Solectron's possession
("Excess Product"), (ii) the cost of material inventory (including
handling charges and value added charges), whether in raw form or work in
process, and not returnable to the vendor or usable for other customers,
(iii) the cost of material on order (including handling charges) which
cannot be canceled, and (iv) any vendor cancellation charges incurred
with respect to material cancelled or returned to the vendor or otherwise
set forth in an addendum ((ii) (iii) and (iv) collectively, "Excess
Inventory").
4.1.3. Tellium's maximum liability (the "Maximum Liability") for (i) Excess
Product shall be the cost of (***) supply based on the forecast or
purchase orders and (ii) Excess Inventory shall be the cost of (***) to
the (***) for any inventory item acquired in reliance on a forecast or a
purchase order, except where minimum order quantities and planned
component attrition apply. Solectron will make
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reasonable effort to mitigate the Maximum Liability pursuant to Section
4.1.4. Solectron will provide to Tellium quarterly, a list of all
component lead times.
4.1.4 Solectron shall undertake reasonable efforts to cancel all applicable
components purchase orders and reduce component inventory through return
for credit programs or allocate components for alternate programs if
applicable.
4.1.5 In the event that Solectron pays purchase premiums or expediting fees
(including premium freight costs) in order to procure materials,
Solectron will charge back these premiums to Tellium if the root cause is
Tellium demand of Products beyond the agreed upon flexibility limits or
Non-performance (defined as late or incomplete delivery) of suppliers
controlled by Tellium (Tactical Turnkey, whereby Tellium has control of
the delivery conditions, supply assurance and pricing).
4.1.6 Solectron will purchase materials in a Strategic Turnkey mode whereby
Solectron controls the suppliers share of business, supply assurance,
payment terms, delivery conditions, the monitoring of on-time delivery
and quality performance. Other modes of material procurement may
alternatively take place as provided in an addendum to this contract.
4.2 Excess Material
4.2.1 Solectron owned raw material that is in excess of Tellium demand as a
result of Purchase Order Cancellation, forecast changes, Engineering
Change Orders (ECO's), and Minimum Order Quantity (MOQ) buys, will be the
responsibility of Tellium and managed as provided below. Any material in
excess due to a lifetime buy agreed to by Tellium will be treated as
excess, unless otherwise agreed in writing.
4.2.2 Excess Material is defined as the quantity of material On Hand (Raw, Work
in Process, and Finished Goods Inventory) owned by Solectron which is
greater than the quantity required to meet the next (***) Tellium
forecast, or has had no consumption for the past (***).
4.2.3 For (***) on hand at Solectron, Tellium will (***) a (***) of (***) of
the (***) of the (***) at (***) provided, however that in no event will
Tellium's (***) for (***) when (***) with the (***) and (***) the (***).
The (***) of the (***) will be (***) and (***) by Solectron to Tellium on
a (***) and the (***) will be (***).
4.2.4 Tellium and Solectron will (***) that has (***) with a preference towards
(***) of (***) by Solectron.
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4.3 Obsolete Material
4.3.1 Obsolete Material is defined as any material Solectron has On Hand and
Non-Cancelable On Order for which there is zero Tellium demand.
4.3.2 Within a (***) of (***), Tellium will (***) of (***) and (***) Solectron
(***). Customer will be (***) a (***) of the (***) of the (***) at (***)
within (***) of Solectron's (***) to Customer until time of (***). (***)
must occur within (***) of Solectron's (***).
4.3.3 Finished Goods Inventory (FGI), that is built in response to Tellium
request (in the form of a forecast, purchase orders, or flexibility
agreement), will be held by Solectron for a maximum period of (***) past
the original requested date, Tellium will then take receipt of FGI and
pay Solectron for the FGI.
4.4 Purchase Orders and Price Reviews
4.4.1 Tellium agrees to provide Solectron Purchase Orders or Material Releases
six (6) weeks in advance of delivery (or as otherwise provided by an
addendum) and shall become effective upon acceptance of the order by
Solectron.
4.4.2 Solectron and Tellium will meet every three (3) months during the term of
this Agreement to review pricing and determine whether any price increase
or decrease is required (each, a "Quarterly Cost Review").
4.4.3 Solectron will review the materials cost of the Products built for
Tellium, and share the results with Tellium on a periodic basis. The
resulting mutually agreed to prices for the Products will be implemented
at a mutually agreed date. In the event that a variation in the aggregate
materials costs of an assembly exceeds (***) of the previous agreed upon
costs or original cost if no review has taken place for the Product,
either party may request the materials cost to be reviewed before the
next scheduled cost review.
4.4.4 During Quarterly Cost Reviews, Solectron and Tellium will agree on
Materials Cost reduction targets for the next Quarterly Cost reviews. The
materials cost reduction targets will only apply for the materials that
Solectron purchases in "Full Strategic Turnkey" mode (defined as material
where Solectron has control over vendor pricing and supply assurance,
terms and conditions, delivery performance, and share of business) or
"Partial Strategic Turnkey" mode (defined as material where Solectron has
control over vendor pricing and supply assurance, terms and conditions,
and delivery performance). Solectron will make all commercially
reasonable efforts to meet the mutually agreed materials cost reduction
targets, however these targets do not represent an obligation for
Solectron to reduce the price of the Products if the targets are not met.
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4.4.5 Materials cost reductions can be initiated by Solectron or by Tellium.
(***) initiated cost reductions will be (***) passed on to (***) and will
become effective in the assembly prices after depletion of the material
inventory currently held by Solectron and material on order. (***)
initiated cost reductions within (***) will be (***) for the (***) after
current inventory is depleted, after which Tellium will realize the full
savings of such reduction.
4.4.6 Cost reductions resulting from Solectron's proposal of an alternate
vendor approved by Tellium will be (***) for the (***) after current
inventory is depleted, after which Tellium will realize the full savings
of such reduction.
4.4.7 During the Quarterly Cost Review, Solectron and Tellium will agree on the
date at which the assembly prices will be changed to reflect the new
Materials costs. This effectiveness date depends upon the amount of
inventory that needs to be depleted. Alternatively, effectiveness dates
may be managed though inventories buy down.
4.4.8 Solectron agrees to (***) (Items which represent (***) of the aggregate
of all Tellium's component's cost for each assembly. In addition
Solectron will provide Tellium with an aggregate price by commodity for
each assembly.
4.4.9 During the term of this Agreement, Solectron agrees (***) to monitor lead
times and cycle times for the various Products as broken down into the
following major categories:
. Order Processing cycle time
. Material lead time
. Manufacturing lead time
. Pack out and shipping cycle time
This information will be reported to Tellium on a monthly basis, or as
otherwise requested by Tellium ("Lead Time Reports"). Solectron agrees
(***) to work with Tellium to develop strategies which will lead to
ongoing reductions in lead times and cycle times for the various
catigories. The Lead Time Reports will include details and results of the
implementation of such strategies.
4.4.10 Solectron will perform a preferred supplier comparison on an ongoing
basis to ensure optimal use of Solectron's preferred supply base.
4.4.11 Solectron agrees to provide to Tellium on a monthly basis, or as
otherwise requested by Tellium, a report ("Liability Report") outlining
Tellium's full
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liability, including but not limited to Excess Product, Excess Inventory
and Excess Material. Solectron will also provide a report showing
Finished Goods Inventory and Work In Process.
5.0 Delivery
5.1 Solectron will target (***) on time delivery, defined as ready for
shipment within a window of (***) and (***) (of acknowledged date). This
section, as appropriate, may be modified by an addendum to reflect
specific Product requirements.
5.2 All shipments by Solectron to a delivery destination specified by Tellium
are (***). In those instances, (***) and (***) to (***) upon (***) to
(***) at (***)
5.3 Solectron and Tellium shall agree to delivery schedule flexibility
requirements specific to the Product as documented in the addenda.
5.4 Upon learning of any potential delivery delays, Solectron will notify
Tellium as to the cause and extent of such delay.
5.5 If Solectron fails to make deliveries at the specified time and such
failure is caused by Solectron, Solectron will, (***) to Tellium, (***)
such as (***), or (***) to (***) the (***) or (***) the (***) of
deliveries. If despite such measures and in the event late delivery is
attributable to Solectron, Tellium (***) the (***) (or (***) in
accordance with (***) should the (***) of (***).
5.6 Should Tellium require Solectron to undertake export activity on behalf
of Tellium, Tellium agrees to submit requested export information to
Solectron pursuant to Solectron Guidelines for Tellium-Driven Export
Shipments as provided in the addenda.
6.0 Payment Terms
6.1 All prices are (***).
6.2 Solectron and Tellium agree to payment within (***) of invoice or
shipment of Product, whichever is later, unless otherwise indicated in
addenda, providing total liability is within predetermined credit limits.
6.3 The Invoice Currency and Payment Currency will be U.S. Dollars unless
specifically negotiated and reflected in the addenda.
6.4 Until the purchase price and all other charges payable to Solectron with
respect to any invoice have been received in full, Solectron (***) and
Tellium (***)
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Solectron a (***) in the (***) to Tellium pursuant to (***) and any (***)
by Tellium from (***) or (***) of the (***) to (***).
6.5 Tellium agrees to notify Solectron within (***) of receipt of an invoice
that is unacceptable for any reason to Tellium.
6.6 Additional Payment Terms, if any, will be included in an addendum
7.0 Quality
7.1 Solectron shall manufacture the Products in accordance with the quality
requirements, standards and expectations as mutually agreed to. Specific
requirements, standards and expectations will be reflected in addenda.
8.0 Engineering Changes
8.1 Tellium may, upon advance written notice to Solectron, submit engineering
changes for incorporation into the Product. It is important that this
notification include documentation of the change to effectively support
an investigation of the impact of the engineering change. Solectron will
(***) review the engineering change and report to Tellium within (***).
If any such change affects the price, delivery, or quality performance of
said Product, an equitable adjustment will be negotiated between
Solectron and Tellium prior to implementation of the change.
8.2 Solectron agrees not to undertake significant process changes, design
changes, or process step discontinuance affecting electrical performance
and/or mechanical form and fit without prior written notification and
concurrence of Tellium.
9.0 (***)
9.1 (***) agrees to (***) by (***) during the (***) of the (***) as (***) by
(***). The (***) include, but are not limited to, tooling costs for
manufacturing locations, Suppliers Audit and qualification costs,
Component Engineering costs.
10.0 Tellium Furnished Tooling/Tellium Furnished Equipment (TFT/TFE)
10.1 All Tellium Furnished Tooling or Tellium Furnished Equipment (TFT/TFE)
furnished to Solectron or paid for by Tellium in connection with this
Agreement shall:
a) Be clearly marked and remain the personal property of Tellium.
b) Be (***) of (***) and (***).
c) Unless otherwise agreed, (***) is (***) for the (***) of (***).
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(***) shall hold (***) and shall not (***) the (***) without the (***) of
(***). Upon Tellium's request, Solectron shall return the property to
Tellium in the same condition as originally received by Solectron with
the exception of reasonable wear and tear. In the event the (***) is
(***), (***) for the (***) is (***) to the (***) of the (***).
11.0 Confidential Information
11.1 Solectron and Tellium agree to execute, as part of this Agreement, a
Nondisclosure Agreement for the reciprocal protection of confidential
information.
11.2 Subject to the terms of the Nondisclosure Agreement and the proprietary
rights of the parties, Solectron and Tellium agree to exchange, at least
semi-annually, relevant process development information and business
plans to include market trends, process technologies, product
requirements, new product developments, available capacity and other
information to support technology advancements by both Solectron and
Tellium.
12.0 Warranty
12.1 Solectron warrants that (i) the Product will conform to the
specifications applicable to such Product at the time of its manufacture,
which are furnished in writing by Tellium and accepted by Solectron for a
period of (***) from the date of shipment of the Product; (ii) such
Product will be of good material (supplied by Solectron) and workmanship
and free from defects for which Solectron is responsible in the
manufacture for a period of (***) from the date of shipment of the
Product; (iii) such Product will be free and clear of all liens and
encumbrances and that Solectron will convey good and marketable title to
such Product. In the event that any Product manufactured shall not be in
conformity with the foregoing warranties, (***) shall, at (***), either
(***) for any such (***) (not to (***) the (***) by (***) for such (***),
or, at (***) or (***) such (***). The foregoing (***) for (***).
12.2 Solectron shall have no responsibility or obligation to Tellium under
warranty claims with respect to Products that have been subjected to
abuse, misuse, accident, alteration, neglect or unauthorized repair.
12.3 Solectron shall have no responsibility or obligation to Tellium under
warranty claims with respect to material supplied by Tellium (Tellium
Furnished Material, TFM) that does not meet specifications, is damaged
prior to receipt by Solectron, or in any way renders the Product
manufactured by Solectron unacceptable to Tellium.
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12.4 Solectron shall have no responsibility or obligation to Tellium under
warranty claims with respect to material which Tellium directs Solectron
to procure which has been custom designed by Tellium, or for Tellium by a
Third Party, that does not meet specifications or design requirements or
in any way renders the Product manufactured by Solectron unacceptable to
Tellium.
THE (***) IN THIS SECTION ARE (***), AND (***) AND (***) AND (***) OR
(***) OR (***) IN THE (***) OR (***), INCLUDING (***) THE (***) OF (***)
AND (***) FOR A (***)
13.0 Termination
13.1 If either party fails to meet any one or more of the terms and conditions
as stated in either this Agreement or the addenda, Solectron and Tellium
agree to negotiate in good faith to resolve such default. If the
defaulting party fails to cure such default or submit an acceptable
written plan to resolve such default within (***) following notice of
default, the non-defaulting party shall have the right to terminate this
Agreement by furnishing the defaulting party with (***) written notice of
termination.
13.2 This Agreement shall immediately terminate should either party; (i)
become insolvent; (ii) enter into or filing a petition, arraignment or
proceeding seeking an order for relief under the bankruptcy laws of its
respective jurisdiction; (iii) enter into a receivership of any of its
assets or; (iv) enter into a dissolution of liquidation of its assets or
an assignment for the benefit of its creditors.
13.3 Either Solectron or Tellium may terminate this Agreement without cause by
giving (***) advance written notice to the other party
13.4 Termination or expiration of this Agreement does not relieve either party
of obligations incurred prior to termination or expiration. The
warranties of Solectron set forth in Section 12 survive any termination
of this Agreement.
14.0 Dispute Resolution
14.1 In the spirit of continued cooperation, the parties intend to and hereby
establish the following dispute resolution procedure to be utilized in
the unlikely event any controversy should arise out of or concerning the
performance of this Agreement.
14.2 It is the intent of the parties that any dispute be resolved informally
and promptly through good faith negotiation between the respective sites
and divisions of Solectron and Tellium. Either party may initiate
negotiation proceedings by written notice to the other party setting
forth the particulars of the dispute. The
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parties agree to meet in good faith to jointly define the scope and a
method to remedy the dispute. If these proceedings are not productive of
a resolution, then senior management of Solectron and Tellium are
authorized to and will meet personally to confer in a bona fide attempt
to resolve the matter.
14.3 Should any disputes remain existent between the parties after completion
of the two-step resolution process set forth above, then the parties
shall promptly submit any dispute to mediation with an independent
mediator. In the event mediation is not successful in resolving the
dispute, the parties agree to submit the dispute to binding arbitration
under the Rules for Commercial Arbitration of the American Arbitration
Association (the "Rules") by three arbitrators (or such lesser number of
arbitrators as the parties hereto shall agree) appointed in accordance
with said Rules. Judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. Notwithstanding the
foregoing, the parties may apply to any court of competent jurisdiction
for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breach of this
arbitration agreement and without any abridgment of the powers of the
arbitrators.
15.0 Limitation of Liability
NEITHER PARTY WILL BE LIABLE TO THE OTHER (OR ANYONE CLAIMING UNDER OR
THROUGH THE OTHER) FOR (***) OR (***) OR (***) OR OTHER (***) IS (***) OF
THE (***) OF (***).
16.0 Patent, Copyright and Trademark Indemnity
16.1 Solectron will, at its expense, defend, indemnify and hold harmless
Tellium and its officers, employees and agents from and against any and
all losses, costs, liabilities and expenses (including reasonable
attorneys fees) arising out of any action brought against Tellium or any
of its customers based on a claim that (i) Solectron's manufacturing
process for the Products infringes the intellectual property rights of
any third party, or (ii) Products manufactured by Solectron that fail to
conform to Tellium's specifications, whether due to defects or
engineering changes by Solectron, infringe the intellectual property
rights of any third party, to the extent that such claim would have been
obviated if such products were manufactured according to Tellium's
specifications.
Tellium will, at its expense, defend, indemnify and hold harmless
Solectron and its officers, employees and agents from and against any and
all losses, costs, liabilities and expenses (including reasonable
attorneys fees) arising out of any action brought against Solectron based
on a claim that the Products manufactured
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in compliance with Tellium's specifications infringe the intellectual
property rights of a third party.
The indemnification obligations specified above arise only if the
indemnified party: (i) gives the indemnifying party prompt notice of any
such claims; (ii) permits the indemnifying party to direct the defense and
the settlement of such claims.
17. Indemnity and Insurance
17.1 Each party shall indemnify and hold harmless the other party from and
against any reasonably foreseeable loss, damage, liability, cost or
expense (including attorneys' fees) (a) which may be incurred on account
of any suit, claim, judgment, or demand arising out of or caused by a
grossly negligent act or omission or an intentional act of misconduct of
the indemnifying party, its agents, employees or (b) which arises from a
violation of applicable law by the indemnifying party.
17.2 Each indemnifying party will maintain sufficient public liability,
property damage, employer's liability, workers compensation, product
liability and occupational disease insurance to hold the indemnified party
harmless from the risks provided
18.0 General
18.1 Each party to this Agreement will maintain insurance to protect itself
from claims (i) by the party's employees, agents and subcontractors under
Worker's Compensation and Disability Acts, (ii) for damages because of
injury to or destruction of tangible property resulting out of any
negligent act, omission or willful misconduct of the party or the party's
employees or subcontractors, (iii) for damages because of bodily injury,
sickness, disease or death of its employees or any other person arising
out of any negligent act, omission, or willful misconduct of the party or
the party's employees, agents or subcontractors.
18.2 Neither party shall delegate, assign or transfer its rights or obligations
under this Agreement, whether in whole or part, without the written
consent of the other party, provided, however, that none of the following
events shall require consent pursuant to this Section 18.2:
a. Any merger of such party with another legal entity
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b. A reorganization of such party resulting in more than one legal
entity or separation of business units into distinct legal
entities;
c. A sale of all or substantially all of such party's assets.
18.3 Neither party shall be liable for any failure or delay in its performance
under this Agreement due to acts of Nature, acts of civil or military
authority, fires, floods, earthquakes, riots, wars or any other cause
beyond the reasonable control of the delayed party provided that the
delayed party: (i) gives the other party written notice of such cause
within (***) of the discovery of the event; and (ii) uses its reasonable
efforts to remedy such delay in its performance. If such event lasts for
more than (***) after the initial notice of such event, either party may
terminate this Agreement without penalty, including as a result of the
cancellation of any forecast or purchase order. However each party will
remain responsible for any liability incurred prior to termination of this
Agreement.
18.4 This Agreement shall be governed by, and construed in accordance with the
laws of the (***) excluding its conflict of laws provisions. In any action
to enforce this Agreement, the (***) shall (***) and (***)
18.5 All subcontractors will be required to participate in, and comply with the
provisions of, Solectron's Subcontractor Compliance Program.
19.0 Entire Agreement
19.1 This Agreement supersedes all previous communications, transactions, and
understandings, whether oral, or written, and constitutes the sole and
entire agreement between the parties pertaining to the subject matter
hereof. No modification or deletion of, or addition to these terms shall
be binding on either party unless made in writing and signed by a duly
authorized representative of both parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first stated
above.
Solectron Corporation Tellium, Incorporated
By: _________________________ By: _________________________
Name: _______________________ Name: _______________________
Title: ______________________ Title: ______________________
Date: _______________________ Date: _______________________
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Addendum A
----------
(***)
Current (***):
(***) will provide a (***) of (***) of (***). This (***) is based on (***) of
(***) accompanied by a (***)
Once the (***) is exercised, the ability to exercise it again will be based on
the time (***) of that (***). The lead time to (***) is no longer than the
(***), provided in (***)
(***) will be fully implemented within (***).
Future (***):
(***) is investigating the options to (***) a (***). This (***) is based on a
(***), which is provided in the (***).
(***) investigation will include:
. (***) for (***) of a (***).
. (***) and (***).
. (***) to (***).
Timing of evaluation:
(***) anticipates it will have all the evaluations complete by (***).
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Addendum B
Long Lead Time Items
ITEM BUYR RUN_LT NCNR
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***) (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***) (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
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(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***) (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***) (***)
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(***) TLM (***) (***)
(***) TLM (***) (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
(***) TLM (***)
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(***) TLM (***) (***)
(***) TLM (***) (***)
(***) TLM (***)
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(***) TLM (***)
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(***) TLM (***)
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(***) TLM (***) (***)
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(***) TLM (***)
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(***) TLM (***)
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(***) TLM (***) (***)
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(***) TLM (***)
(***) TLM (***)
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(***) TLM (***)
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