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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1 TO 10-K FILED ON MARCH 31, 1997)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE NO. 1-9158
MAI SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2554549
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9600 Jeronimo Road
Irvine, California 92718
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 580-0700
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The registrant's Certificate of Incorporation authorizes the issuance of
25,000,000 shares of $.01 par value Common Stock. As more fully described in
this report, shares of Common Stock are currently being distributed by the
registrant to its former creditors pursuant to its Chapter 11 Plan of
Reorganization. At March 25, 1997, the number of issued and outstanding shares
of the Company's Common Stock was 8,643,776 shares. The aggregate market value
of all of the shares of Common Stock held by non-affiliates of the registrant as
of March 25, 1997 was approximately $ 39,360,266. Directors and officers and ten
percent or greater stockholders are considered affiliates for the purposes of
this calculation but should not necessarily be deemed affiliates for any other
purpose.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's 1994 Annual Report on Form 10-K are incorporated
herein by reference in Part I; portions of registrant's 1996 Annual Report are
incorporated herein by reference in Part II; and portions of registrant's
definitive Proxy Statement to be delivered to stockholders in connection with
the Annual Meeting of Stockholders to be held May 20, 1997 are incorporated
herein by reference into Part III.
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PART I
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EXPLANATORY NOTE.
This Amended Annual Report on Form 10-K/A is being filed for the following
purposes:
1. The Consolidated Statements of Operations of the Company for the
year ended December 31, 1996 has been revised. The changes reflect
reallocation of revenues and expenses among the Company's software, network
and computer equipment, professional services and legacy businesses. The
discussion in "Management's Discussion and Analysis of Condition and
Results of Operations" has also been revised in light of these changes.
Total revenues, total direct costs and total operating income (loss) and
net income (loss) remain unchanged.
2. The Company is filing Schedule II - Valuation and Qualifying
Accounts.
3. The Company is filing revised copies of Exhibits 10.1 Equipment
Service Subcontract dated December 2, 1996 between MAI Systems Corporation
and Olivetti North America, Inc. and 10.2 Equipment Services Subcontract
dated February 21, 1997 between MAI Canada Ltd. and Olivetti Canada Ltd.
In all other material respects, the Amended Annual Report on Form 10-K/A
is unchanged from the 1996 Annual Report on Form 10-K.
ITEM 1. BUSINESS
THE COMPANY
MAI Systems Corporation provides total information technology solutions
primarily to the hospitality, resort and destination industry and to midsized
process manufacturers. The solutions provided by the Company typically include
applications software, computer hardware, peripherals and wide and local area
network design, implementation, installation and support. The software
applications are generally the Company's proprietary software, or software which
is licensed to the Company on an exclusive or non-exclusive basis. The hardware,
peripherals and networking systems are generally third-party products which the
Company distributes. Directly and through its arrangement with Olivetti North
America and Olivetti Canada Ltd., the Company provides on-site service and
support to users of its network and systems hardware.
The Company was incorporated under the laws of the State of Delaware on
September 6, 1984. The Company's name was changed from MAI Basic Four, Inc. to
MAI Systems Corporation on November 6, 1990. As used herein, the terms the
"Company" and "MAI" include MAI Systems Corporation and its subsidiaries unless
the context indicates otherwise. The Company commenced operations on January 29,
1985.
DESCRIPTION OF THE BUSINESS
MAI's mission is to put in place long-term information technology
partnerships with its customers by designing, installing and supporting
customer-specific total information management solutions. Focusing primarily on
the hotel, motel and resort destinations industry and solutions for midsized
process manufacturers, it designs, sells, installs and supports information
management solutions featuring complex wide area networks ("WANs") and local
area networks ("LANs"). It provides a wide array of products and services to its
installed base of approximately 7,000 customers and continues to make direct
sales of products and services which enhance, upgrade and extend the useful life
of the Company's legacy systems.
MAI markets its products and services primarily through a team selling
approach, which utilizes the Company's nationwide network of sales offices. The
Company also markets certain products and services through a limited number of
distributors, independent value-added resellers ("VARs"), authorized service
representatives and independent software vendors ("ISVs").
The Company's activities are conducted principally in the United
States, Canada, the United Kingdom, the Netherlands, Hong Kong, Singapore and
Mexico. The Company also operates subsidiaries in Puerto Rico and Venezuela and
operates offices in the People's Republic of China and Malaysia. Additionally,
the Company sells its products through indirect channels in the United States
and abroad. These independent channels include VARs, distributors, ISVs and
local sales agents.
The Company provides on-site service and help support desk services to
its customers in the United States, Canada, the United Kingdom, the Netherlands,
Puerto Rico and Venezuela. In the United States and Canada, the Company and its
subcontractors, Olivetti North America, Inc. and Olivetti Canada, Ltd.
(sometimes collectively referred to as "Olivetti"), provide on-site services to
the Company's new and legacy system customers. The company's foreign
distributors provide support services to their customers in countries where the
Company does not have its own support organization.
PRODUCTS AND SERVICES
In 1996, the Company's revenue was derived from the following sources:
<TABLE>
<CAPTION>
Percentage of Total
Revenue
<S> <C>
Software, networks and professional services %
Software sales ................................................. 12.0%
Network and computer equipment ................................. 24.7%
Professional services .......................................... 19.9%
Total ........................................................ 56.6%
Legacy systems ................................................... 43.4%
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</TABLE>
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<TABLE>
<S> <C>
Total .................................................. 100.0%
======
</TABLE>
Products and Services
MAI designs, implements, maintains and supports total information
system solutions utilizing complete WANs and LANs. In conjunction with these
solutions, the Company's approach is to analyze a customer's information system
requirements, propose a solution and then design, integrate, install and
maintain the system. One of the principal objectives of the Company is to help
its customers utilize their data across their entire enterprise so that
information that was once limited to one area of a business can now be available
to other areas where it can be utilized for new purposes. Once a system is
on-line, the Company typically continues its relationship with the customer by
providing around-the-clock telephonic support and, through its partnership with
Olivetti, on-site field support. The systems designed by the Company utilize the
Company's industry-leading property management system for hotels, resorts and
destinations and enterprise resource planning ("ERP") applications software for
midsize process manufacturers, which the Company markets with industry-standard
hardware and software products from leading technology vendors including Cisco
Systems, Compaq Computer, Hewlett Packard, IBM, Larscom, Microsoft and Novell.
Additionally, the Company resells telecommunication services and equipment,
including wide bandwidth T1 lines, which enable its customers to achieve maximum
utilization of their networks.
Products for Hotels, Resorts and Destinations
The Company markets three property management systems. Hotel
CompuSystem II has been marketed by the Company since 1990, when the Company
acquired Computerized Lodging Systems ("CLS"). In August 1996 the Company
acquired Hotel Information Systems, Inc. ("HIS") and began marketing its Paragon
product line. In October 1996, the Company became the exclusive distributor of
the Lodging Touch International products from Enhanced Hospitality Solutions.
Each of the product lines has features which make it particularly well-suited to
a different segment of the hospitality marketplace. In addition, the Company
markets the Gaming Systems International ("GSI") products for the gaming
industry.
Hotel CompuSystem II, which targets hotels and resorts in the 300 to
1,000 room range, runs under UNIX. Hotel CompuSystem II is full-featured and
provides customers with front desk, night audit, housekeeping and numerous other
functions. Additionally, the CLS products interface to more than 250 other
hospitality-related information system products, such as point-of-sale systems,
telephone call monitoring systems and minibar maintenance systems. The ease of
connectivity with third-party products is one of the system's competitive
advantages. Hotel CompuSystem II is installed in over 2,000 sites worldwide.
The Paragon property management system, from HIS, is designed to serve
the needs of larger hotels and resorts. Running on IBM AS/400 or System 36
minicomputers, the Paragon product line provides the full range of features and
functionality required by premier properties, such as Disneyland Paris or
Renaissance Hotels International. Paragon is installed in more than 1,200 hotels
and resorts around the world, and is a major presence in the Pacific Rim.
The Lodging Touch International ("LTI") products comprise a
state-of-the-art suite of products designed to take full advantage of the
versatility of Microsoft's Windows 95 and Windows NT operating systems. They are
the industry's first fully graphical products and the only ones to fully utilize
the features of the Windows operating system. With the LTI products, MAI has
been named a Microsoft Solutions Partner.
GSI's on-line slot accounting and player tracking product is comprised
of a proprietary circuit board which is installed inside electronic slot
machines, and database software which gathers and maintains data collected by
the circuit boards. The Company utilizes Novell-based LANs to link the slot
machines. The GSI system monitors the activity in the individual gaming machines
in real time, providing information on the activity of each machine, the amount
of money in the machine, whether or not the machine is operating properly and
alerting the casino management if the machine has been tampered with. The
software modules include stand-alone player tracking, cage/pit management, table
games accounting, slot maintenance, employee time and attendance, and numerous
other functions.
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Products for Process Manufacturing
MAI develops and markets MANBASE and CIMPRO, both of which are ERP
applications, used by midsize process manufacturers. The Company's typical
customer generally has annual revenues between $50 million and $500 million.
These manufacturers convert raw materials into finished goods or into products
used to manufacture other goods. Typical users of the Company's ERP product
would be manufacturers who convert raw milk into cheese and other dairy
products, or pharmaceutical manufacturers who convert raw chemicals into
medicinal products. These process manufacturers have unique requirements in
quality control, regulatory compliance, inventory control and production
planning that require an integrated application and system solution.
CIMPRO, which the Company acquired from Datalogix International, Inc.,
a subsidiary of Oracle Corporation, in March 1997, offers a fully integrated
modular system for complete support of process manufacturing planning and
tracking, including inventory, production, supply chain management, costing,
accounting, electronic data interchange ("EDI") and regulatory compliance.
CIMPRO's customer base is primarily food, chemical and pharmaceutical
manufacturers.
MANBASE, the rights to which the Company reacquired in May 1996, also
offers a fully integrated ERP application for process manufacturers. MANBASE has
been sold primarily to food manufacturers and has many features which are
tailored for the unique requirements of this industry.
The Company intends to provide continuing support for its MANBASE
customers but will concentrate its sales efforts on the CIMPRO product.
Other Solutions
In certain instances, the Company will provide customers outside its
core markets with integration and implementation services. These customers
utilize the Company's professional services, consulting, network and system
products and/or partner products, to rehost their legacy application to modern
client/server technology. These customers do not use the Company's hospitality
or process manufacturing applications, but have an in-house or third party
application. Since this is a highly competitive business, the Company provides
this service only to customers with a long-standing relationship to the Company
whose needs are uniquely matched to its services. MAI's products and services
give these customers a single-source network and system solution with rapid
implementation and integration.
Legacy/ Maintenance
The Company continues to provide principally maintenance services to
its installed base of customers. These products and services are designed to
enable customers to benefit from their investment in the Company's host-based
information systems. The Company's OpenBASIC application environment permits
customers using application software written in the Business BASIC programming
language to continue to use such application software on selected hardware
platforms designed for the UNIX, MS-DOS and Novell environments. Optional
OpenBASIC modules permit developers to enhance their Business BASIC applications
by integrating them with popular UNIX and MS-DOS/Microsoft Windows software.
With its own personnel and through an outsource agreement with Olivetti
North America, Inc. in the United States and with Olivetti Canada Ltd. in
Canada, and directly in Venezuela and Puerto Rico, the Company offers on-site
repair and warranty service and around-the-clock telephonic support to its
customers. The Company also provides a range of customer education, training and
consulting services for its application software packages and hardware and
horizontal software products. These services are offered to the Company's
customers as part of the Company's strategy of supplying the total information
solution to its customers.
The Company markets a family of upgradeable, industry-standard
platforms based upon IBM RISC and Intel Corporation microcomputer technology and
featuring the Company's OpenBASIC application environment running under various
UNIX-based operating systems. These products provide cost-effective, multi-user
solutions for customers whose needs range from entry-level systems to midsize,
multiprocessor systems that support up to 500 users.
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MARKETING AND SALES
MAI markets its products and services primarily through a team-selling
approach, which utilizes the Company's nationwide network of sales office and
its Irvine, California-based account representatives. The Company also markets
certain products and services through a limited number of VARs, authorized
service representatives and ISVs.
In the United States, the Company's systems are marketed by a direct
sales and marketing organization which included, as of February 28, 1997, 113
sales and marketing personnel located in the corporate headquarters and five
satellite offices. In addition, the Company markets its systems internationally
through its subsidiaries which operate in Canada, the Netherlands (and in the
United Kingdom through a branch office), Mexico, Hong Kong, Singapore, Puerto
Rico and Venezuela and through various distributors that are exclusive in their
jurisdictions. The Company's international subsidiaries employed, as of February
28, 1997, 86 sales and marketing personnel who are engaged in the marketing of
MAI products from sales offices in Canada, Mexico, the United Kingdom, the
Netherlands, Hong Kong, Singapore, Malaysia, the People's Republic of China and
Venezuela. Additionally, the Company also sells its products through indirect
channels both within and outside the United States. These indirect channels
include VARs, distributors, ISVs and local sales agents.
During 1996, the Company's aggregate revenue was derived from
geographic areas as follows:
<TABLE>
<CAPTION>
Percentage of Total
Revenues
<S> <C>
United States ............................................ 85.6%
Canada ................................................... 9.2%
Pacific Rim .............................................. 2.7%
Other Areas .............................................. 2.5%
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Total ........................................... 100.0%
=====
</TABLE>
The financial performance of the Company is affected by the fluctuation
in value of the US dollar in relation to the local currencies of the countries
in which the Company does business. In addition, the Company's foreign
operations are subject to the usual risks that may affect such operations,
including possible expropriation or other governmental actions, taxes and
political changes. However, as only 5.2% of the Company's 1996 revenues were
generated outside the United States and Canada, the risk associated with these
foreign operations in relation to the Company's overall financial performance is
low.
SUPPORT AND MAINTENANCE
The provision of around-the-clock customer service is a cornerstone of
the Company's business. As of February 28, 1997, the Company had software
support agreements with approximately 3,000 customers. Additionally, it had
hardware maintenance agreements with approximately 4,000 other customers. The
Company employs approximately 40 technicians to provide support for the
Company's applications software products.
Telephonic support, which is primarily to assist licensees of the
Company's applications products, is provided from the Company's response centers
located in Irvine, California, Dallas, Texas, Singapore and the United Kingdom.
The Company utilizes the latest developments in telephony and artificial
intelligence-enhanced technology to enable its support technicians to quickly
identify and resolve customers' software related computing problems.
The Company's maintenance services are generally provided pursuant to
individual maintenance contracts with customers, although time and material
services are provided in some areas. Such support and maintenance are of varying
duration, provide annual cancellation rights and require advance payment of fees
to the Company. Substantially all of the revenue earned by maintenance
operations is invoiced to customers in advance.
PRODUCTION AND PROCUREMENT
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In response to market demand for standardized hardware and software
products, all of the Company's current systems offerings utilize open systems
architecture, which means that they will operate on a wide variety of
third-party hardware equipment. At present, the Company has relationships with a
number of suppliers including Cisco Systems, Compaq Computer, Hewlett Packard
and IBM and distributors such as MicroAge and Ingram Micro. Management believes
that these relationships have enabled the Company to reduce product costs,
permit earlier availability of new technology and offer customers products with
superior performance at competitive prices. The Company no longer manufactures
proprietary hardware products.
Delay or failure in the delivery of products or components purchased
from third parties could adversely affect shipments by the Company and its
ability to conclude sales. The Company has purchased many products and
components from single sources of supply. Because the Company's current products
are industry standard, or are comprised of industry-standard components,
management believes that alternative sources of supply of similar products would
be available to the Company in the event of any interruption of delivery of a
single source supplier.
ORDER, SHIPMENT AND BACKLOG
The Company records and enters into backlog a purchase order for
equipment and software when it receives a customer's written order requesting
delivery within six months, and systems configuration and contract provisions
are verified. In the United States, a deposit is also required from a customer
before the order is recorded and entered into backlog. Orders that are canceled
by the customer and orders that are not shipped within one year are removed from
backlog. Orders that are removed from backlog for non-shipment are restored if
they are reinstated by the customer.
Set forth below is certain information concerning orders, shipments and
backlog for 1996 and 1995:
<TABLE>
<CAPTION>
(dollars in millions)
1996 1995
---- ----
<S> <C> <C>
Orders received (net of cancellations) ....................... $32.8 $22.8
Shipments (net of equipment returns) ......................... 23.8 24.9
Backlog (at period end) ...................................... 15.7 3.0
</TABLE>
The Company's backlog is not necessarily indicative of future revenues.
The 1996 Backlog reflects unfulfilled orders acquired from HIS recorded
as a backlog adjustment by the Company.
RESEARCH AND DEVELOPMENT
The Company's research and development activities are focused on the
development of products for the hospitality, resort and destination industry and
for products for midsize process manufacturers. The Company also maintains and
expands OpenBASIC, an operating system which enables users of the Company's
proprietary environment, BusinessBASIC, to run their applications under UNIX.
The Company's use of the OpenBASIC application environment and its system
integration capability permits it to have substantial independence from
individual hardware manufacturers and minimizes the need for hardware research
and development.
As of February 28, 1997, the Company employed 36 engineers, programmers
and other technical personnel in research and development activities. During
1994, 1995 and 1996, the Company incurred $2,698,000, $2,667,000 and $3,117,000,
respectively, for research and development activities. The Company's research
and development expenditures related primarily to support and enhancement of
existing software products.
CUSTOMERS
The Company's customers are generally hotels and resorts with fifty or
more rooms, casinos with electronic gaming equipment such as slot machines, and
midsize process manufacturers. During 1996, no single customer accounted for ten
percent or more of the Company's revenues.
COMPETITION
Competition is vigorous in all sectors of the worldwide market for
computer-based applications systems, networked solutions and the maintenance and
support of the software and hardware which comprise
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those systems. The Company has numerous competitors (and potential competitors,
including the manufacturers of products which the Company distributes) varying
widely in their size, capabilities, market segment and geographic area, many of
which are larger and have financial resources far greater than the Company.
Within its targeted application markets, the Company has positioned
itself to sell complete solutions featuring WANs and LANs to its customers.
Within this marketplace, competition comes primarily from vendors of competing
information technology in the markets in which the Company competes. There are
several providers of information technology to the hotel, resort and destination
industry against which the Company regularly competes. The competition in the
ERP market is diffuse and new or different competitors often appear with each
sales opportunity. The Company also competes with local VARs and ISVs who
usually resell hardware or networking products of larger original equipment
manufacturers. These VARs and ISVs are typically smaller organizations that are
usually dependent on one or two specialized software application products
targeted for specific industry market segments. Although certain of these
suppliers have national (or international) capability, most are regional and
unable to provide the full range of technical support and maintenance services
offered by the Company.
The Company also competes with independent service organizations
("ISOs"), which provide service to end users of the Company's software products,
and third-party maintenance organizations ("TPMs"), which provide service to
users of the Company's hardware products.
TRADEMARKS, COPYRIGHTS AND LICENSES
The Company is the owner or licensee of certain trademarks, copyrights
and other property rights associated with its businesses, including rights
associated with its proprietary application software. The Company owns or has
licensing rights, generally with terms of three years (although the term of the
license to the LTI software is perpetual), to the principal application software
products marketed by the Company. Such licensing rights are generally renewable.
Although there is some risk that independent vendors who own such products may
elect not to renew their licensing agreements with the Company and enter into
exclusive arrangements with, or elect to install their software on systems sold
by competitors of the Company, such vendors generally tend to continue to
support the Company's marketing efforts so long as the Company's systems provide
a good opportunity for them to market their products.
The Company is party to license agreements with IBM relating to a
variety of patents, with Novell, Inc. relating to UNIX and with a number of
other suppliers of software products. These licenses are terminable at the
Company's option and certain of the licenses require the Company to make royalty
payments.
OpenBASIC and certain other intellectual property formerly owned by the
Company is currently owned by Tripple P management BV ("Triple P"), a
corporation organized under the laws of the Netherlands, which acquired the
rights from Application Systems, Inc., a Delaware corporation controlled by the
Company's former bank lenders (the "Banks"), which held the stock of certain of
the Company's former European subsidiaries, originally acquired by the Banks in
connection with the foreclosure described under "Chapter 11 Bankruptcy
Proceedings". MAI retained an exclusive license to use OpenBASIC and other
intellectual property in the western hemisphere and has a nonexclusive license
to use it in certain other parts of the world. The license is perpetual and
royalty-free, but subject to termination under certain conditions.
EMPLOYEES
As of February 28, 1997, the Company had 551 employees, of which 364
were employed in the United States, 33 in Canada, 14 in Mexico, 11 in Puerto
Rico, 13 in the Netherlands, 60 in Asia (Hong Kong, Indonesia, Malaysia,
Singapore and the People's Republic of China) and 56 in Venezuela. Many of the
Company's former field service engineers are now employed by Olivetti in the
United States and Canada. The Company has not experienced any work stoppages and
considers its relationship with its employees to be good.
CHAPTER 11 BANRUPTCY PROCEEDINGS
Prior to its Chapter 11 bankruptcy proceedings, the Company had
followed certain business strategies that eventually led to its defaulting on
its and its Canadian subsidiary's US and Canadian Credit Agreements (the "Credit
Agreements"). Thereafter, shortly before the Company filed for bankruptcy
protection, the Company's banks, parties to the Credit Agreements, foreclosed on
all of the outstanding capital stock of certain
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of the Company's former European subsidiaries (the "Foreclosure") in
satisfaction of all amounts due under the Credit Agreements, which, at such date
amounted to approximately $84,500,000.
The business strategies of the Company that led to the Foreclosure
reflected the nature of the information technology industry as it existed at
that time. Historically, organizations relied upon proprietary, host-based
computing systems to implement software applications, accounting and financial
functions. The Company, like others in the industry, manufactured and serviced
its own host-based information system. However, with the declining costs of the
personal computer and developments in the design and implementation of WANs and
LANs, the information technology industry shifted away from centralized,
host-based information system to a system of workstations or personal computers
sharing data and networked resources over WANs and LANs. This occurred when the
Company had become highly leveraged due to the leveraged acquisition of a
computer maintenance business that the Company had previously owned. Eventually,
the Company and its subsidiary were in default under its Credit Agreements,
which indebtedness matured on November 16, 1992.
EMERGENCE FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS
On November 18, 1993, the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") entered an order confirming the
Company's Plan of Reorganization. The Company had been operating under Chapter
11 protection since April 12, 1993. The order was not appealed and became final
and nonappealable on November 29, 1993. On January 27, 1994, the Bankruptcy
Court entered an order which fixed January 27, 1994 as the effective date (the
"Effective Date") of the Plan of Reorganization. The summary of the material
features of the Plan of Reorganization contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 under the heading, "CHAPTER 11
BANKRUPTCY PROCEEDINGS" is included herein by this reference.
The Plan of Reorganization provided for, among other things, (i) the
satisfaction of substantially all of the unsecured (non-priority) indebtedness
of MAI, Brooke Acquisition Corporation and CLS Software, Inc., the Company's
wholly-owned subsidiaries which were parties to the bankruptcy proceeding (all
of which are collectively referred to as the "Debtors"), through the issuance of
the company's Common Stock and (ii) the cancellation of existing equity
interests in the Debtors. The Plan of Reorganization also provided for the
substantive consolidation and merger of the Debtors and the corresponding
extinguishment of intercompany liabilities and contracts among the Debtors. At
December 31, 1996, the aggregate amount of tax claims had been reduced to
approximately $1,010,000 and the Company continues to dispute certain tax
claims.
The Company commenced distribution of Common Stock to holders of
unsecured claims on April 14, 1994. The Common Stock is issued pursuant to
section 1145 of the Bankruptcy Code, which contains an exemption from
registration under the Securities Act of 1933, as amended. Through December 31,
1996, the Company had distributed 6,728,256 shares of Common Stock to its former
creditors and the Company estimated that an additional 75,000 shares will be
issued in settlement of other creditor claims. The Plan of Reorganization
provided holders of unsecured claims the right to elect a limited cash recovery,
and through December 31, 1996, $74,570 in cash had been distributed pursuant to
such provision.
Under the Plan of Reorganization, there is no recovery for holders of
the Company's $0.01 par value old Common Stock, and all classes of Preferred
Stock outstanding prior to the Effective Date. The interests evidenced by these
securities were extinguished by operation of the Plan of Reorganization on the
Effective Date.
Pursuant to the terms of the Plan of Reorganization, the Company filed
an Amended Certificate of Incorporation pursuant to which new Common Stock were
authorized for issuance. Such shares are being issued to holders of allowed
unsecured claims as described above and will also be issued to optionees under
the Company's stock option plans.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The following discussion should be read in conjunction with the audited
consolidated financial statements incorporated herein by reference to the
Company's 1996 Annual Report. In addition to the factors set forth herein, there
may be other factors, or factors which arise in the future which may affect the
future performance of the Company.
COMPETITION
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Competition is vigorous in all sectors of the market for computer-based
solutions and support and maintenance services which the Company offers. The
Company has numerous competitors in each of its business lines, which vary
widely in their size, capabilities, market segments and geographic areas, many
of which are larger and have financial resources far greater than the Company.
Within its markets, competition comes primarily from vendors of competing
information technology in the markets in which it competes. There are several
providers of information technology to the hotel, resort and destination
industry against which the Company regularly competes. The competition in the
ERP market is diffuse and new or different competitors often appear with each
sales opportunity. The Company also competes against local VARs and ISVs, who
usually resell hardware or networking products of larger original equipment
manufacturers, ISOs, which provide service to end users of the Company's
software products, and TPMs, which provide service to users of the Company's
hardware products. Many of the Company's services are also provided by in-house
MIS departments. There can be no assurance that the Company can effectively
compete with any or all of its competitors in any of its business lines.
PRODUCTION AND PROCUREMENT
The networking products and services implemented, maintained and
supported by the Company utilize hardware and software products from technology
vendors. Accordingly, the Company is and will remain dependent on the demand for
products from such vendors. In addition, delay or failure in the delivery of
products or components purchased from third parties could adversely affect
shipments by the Company and its ability to conclude sales. The Company has
purchased many products and components from single sources of supply. Because
the Company's current products are industry standard, management believes that
alternative sources of supply of similar products would be available to the
Company in the event of any interruption of delivery from a single source
supplier. However, there can be no assurances that any such products will be
available or be accepted by the Company's customers.
LIMITED HISTORY OF PROFITABILITY
Prior to the bankruptcy the Company incurred significant operating
losses. While the Company has generally experienced positive operating income
since emerging from bankruptcy, there can be no assurance that the Company will
be able to achieve or maintain profitability or avoid losses on a quarterly or
annual basis in the future.
FLUCTUATIONS IN OPERATING RESULTS
A variety of factors may cause period-to-period fluctuations in the
Company's operating results, including the timing of significant orders, the
timing of product enhancements and new product introductions by the Company, its
technology vendors and its competitors, the pricing of the Company's products
and services, competitive conditions and general economic conditions. Many of
the Company's systems sales involve lengthy sales cycles and installations.
Consequently, it is not possible to predict with any reliability the periods
within which a sale may close or revenue will be recognized. As a result, the
operating results of the Company may be materially skewed if a single
transaction is completed earlier or later than expected. The Company has
experienced fluctuations in its operating results and expects to continue to
experience such fluctuations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Quarterly Results of
Operations" incorporated herein by reference to the Company's 1996 Annual
Report. Fluctuations in operating results may also result in volatility in the
market price of the Common Stock.
LIQUIDITY; VOLATILITY OF STOCK PRICE
Historically, trading volume of the Company's Common Stock has been
small, and the market for the Common Stock has been less liquid than that of
many other publicly traded companies. In August 1995 the Company's Common Stock
became listed on the AMEX under the symbol "NOW". Nevertheless, there can be no
assurance that a stockholder who desires to sell shares of Common Stock can sell
all of the shares that the stockholder desires to sell, either at all or at the
desired times or prices. Like the stock of other technology companies, the
market price of the Common Stock has been and may continue to be volatile.
Factors such as quarterly fluctuations in the Company's results of operations,
trading volume, the announcement of technological innovations or new products by
the Company or its competitors, general conditions in the computer hardware and
software industries, economic conditions generally, the Company's ability to
successfully increase its market share with its existing products while
expanding its product base into other markets, the strength of the Company's
distribution channels, variances between actual results of operations
-9-
<PAGE> 10
and the results expected by securities analysts, and the factors mentioned under
"Fluctuations in Operation Results", among other factors, may have significant
impact on the market price of the Common Stock.
RISKS OF CONTRACT SERVICES BUSINESS
The Company is subject to the risks associated with a contract services
business, including dependence on reputation with existing customers, volatility
of workload and dependence on ability to retain qualified technical personnel.
The Company is party to an agreement with Olivetti pursuant to which Olivetti
performs certain field engineering services for the Company. If the quality of
services provided by Olivetti is not perceived as comparable to that previously
provided by the Company, there is a probability that some of the Company's field
service customers will terminate their service agreements. Additionally, the
Company has recently inaugurated a program to bill its service customers with a
single annual invoice. This program may adversely impact the Company's contract
services business.
RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW PRODUCTS AND MARKETS
The Company expects that the market for hospitality, resort and
destination information management systems and information systems for midsize
process manufacturers will continue to be subject to frequent and rapid changes
in technology and customer preferences. Customers may delay purchases in
anticipation of technological changes. In addition, the Company's ability to
develop and market information management and network systems and other new
products is dependent upon its ability to attract and retain qualified
employees. Any failure by the Company to anticipate or respond adequately to the
changes in technology and customer preferences, or to develop and introduce new
products in a timely fashion, could materially adversely affect the Company's
business and operating results.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company's success is dependent upon its proprietary application
software and its licensing rights to the principal application software products
marketed by it. The Company relies on a combination of contractual rights,
copyrights, trademarks and other property rights to establish or protect its
proprietary rights in its products. There can be no assurance that the steps
taken by the Company in this regard will be adequate to deter misappropriation
of its proprietary rights or independent third party development of functionally
equivalent technology. Although the Company does not believe that it is
infringing on the intellectual property rights of others, there can be no
assurance that such a claim will not be asserted against the Company in the
future or that any attempt to protect its technology will not be challenged.
DEPENDENCE ON KEY PERSONNEL
Competition for qualified personnel in the software industry is intense
and there can be no assurance that the Company will be able to attract and
retain a sufficient number of qualified employees. As the business of the
Company grows, it may become increasingly difficult for it to hire, train and
assimilate the new employees needed. The Company's success depends to a
significant degree upon the continued contributions of its key management,
marketing, product development and operational personnel.
The services of Richard S. Ressler, Chairman of the Board and Director
of the Company, are provided on a non-exclusive basis pursuant to an agreement
which expires in August 1997. There can be no assurances that Mr. Ressler will
continue with the Company after such date or that the Company will be able to
find a replacement in the event that either the Company or Mr. Ressler
determines not to continue their relationship.
RISK OF FOREIGN OPERATIONS
The financial performance of the Company is affected by the fluctuation
in the value of the US dollar in relation to the local currencies of the
countries in which the Company does business. In addition, the Company's foreign
operations are subject to the usual risks that may affect such operations,
including import and export restrictions, possible expropriation or other
governmental actions, taxes and political changes.
ITEM 2. PROPERTIES
As of February 28, 1997, the principal properties utilized by the
Company were as follows:
-10-
<PAGE> 11
<TABLE>
<CAPTION>
Approximate Total
Type of Facility Square Footage Location
---------------- ---------------- --------
<S> <C> <C>
Headquarters, warehousing, administration, marketing and sales 44,538 Irvine, California
Headquarters, software development and support, training and
engineering 32,518 Irvine, California
Product development, sales and support 36,632 Concord, California
Product development, sales and support 6,028 Irving, Texas
Product development, sales and support 8,500 Valhalla, New York(*)
Gaming Systems International headquarters, marketing, sales,
development, support and warehousing 12,150 Las Vegas, Nevada
MAI Canada Ltd Administration, sales, education, warehousing,
test and repair 24,150 Marham, Ontario, Canada
Hotel Information Systems (Ltd) Hong Kong headquarters,
marketing, sales, support 3,638 Hong Kong
Hotel Information Systems (Ltd) Singapore sales and support 4,527 Singapore
</TABLE>
(*)Valhalla, New York commenced March 6, 1997 with the acquisition of CIMPRO
All of the properties noted above were occupied by the Company pursuant
to leases with various expiration dates. The lease for the Company's
headquarters expired December 31, 1996 and the Company is currently holding over
until the completion of its new 50,210 square foot consolidated facility, which
it expects to occupy on or about April 1997. In addition to the premises
identified above, the Company leases offices in three additional locations in
the United States, one additional location in Canada, seven other locations
around the world. Generally such leases are for terms of five years or less,
although several of the leases in the United States are for terms of one year or
less.
ITEM 3. LEGAL PROCEEDINGS
The Company has filed and will continue to file objections to claims
asserted in its Chapter 11 bankruptcy proceedings. The majority of these claims
would, if upheld, give rise to allowed unsecured claims entitling respective
claimants to distributions of new Common Stock. A number of filed objections in
respect of secured claims, priority claims, tax claims, convenience claims and
cure claims are still outstanding at December 31, 1996. To the extent the
Company's objections to such claims are not sustained, the Company will be
obligated to pay such claims in a lump sum in the case of convenience claims and
administrative claims, and in the case of secured claims, priority claims, tax
claims and cure claims, on a deferred basis over six to seven years, depending
on the type of claim, at an interest rate of 6% in accordance with the Plan of
Reorganization. The Company does not believe the outcome of these objections
will be material.
The Company is also involved in various other legal proceedings which
are incident to its business. Management believes the ultimate outcome of these
matters will not have a material adverse effect on the consolidated financial
position, results of operations or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
-11-
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's shares are traded on the American Stock Exchange, Inc.
under the AMEX symbol "NOW". Prior to listing on the AMEX, which occurred August
29, 1995, the Company's shares were traded over-the-counter by various market
makers under the ticker symbol "MAIS".
The Company's Common Stock was issued pursuant to an order of the
Bankruptcy Court dated January 27, 1994. In addition, all previously outstanding
equity interests were canceled. Until April 10, 1993, the principal market for
the Company's previously outstanding common stock (the "Old Common Stock") was
the New York Stock Exchange, where the common stock was traded under the ticker
symbol "MCO". Thereafter, until November 18, 1993, the Company's Old Common
Stock was traded over-the-counter by various market makers.
No cash dividends have been paid to date on the Common Stock. At
February 28, 1997, there were 594 stockholders of record.
Reference is made to the table entitled "Quarterly Data" in the 1996
Annual Report which is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL INFORMATION
The information required by this item is incorporated by reference to
the Company's 1996 Annual Report under the heading, "Selected Financial
Information".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is incorporated by reference to
the Company's 1996 Annual Report under the heading, "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
the Company's 1996 Annual Report under the headings, "Consolidated Balance
Sheets", Consolidated Statements of Operations", "Consolidated Statements of
Stockholders' Equity (Deficiency)", "Consolidated Statements of Cash Flows",
"Notes to Consolidated Financial Statements" and "Independent Auditors' Report".
Schedule II Valuation and Qualifying Accounts is set forth in Schedule
II in this Annual Report on Form 10-K.
All other schedules and financial statements are omitted because they
are not applicable or the required information is shown in the consolidated
financial statements or notes thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item with respect to Directors may be
found in the section captioned "Election of Directors" appearing in the
definitive Proxy Statement to be delivered to stockholders in connection with
the Annual Meeting of Stockholders to be held May 20, 1997. Information required
by this Item with respect to executive officers may be found in the section
captioned "Proposal 1--Election of Directors,
-12-
<PAGE> 13
- --Executive Officers" appearing in the definitive Proxy Statement to be
delivered to stockholders in connection with the Annual Meeting of Stockholders
to be held May 20, 1997. Such information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this Item may be found in the section
captioned "Executive Compensation" appearing in the definitive Proxy Statement
to be delivered to stockholders in connection with the Annual Meeting of
Stockholders to be held May 20, 1997. Such information is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this Item may be found in the section
captioned "Security Ownership of Management" appearing in the definitive Proxy
Statement to be delivered to stockholders in connection with the Annual Meeting
of Stockholders to be held May 20, 1997. Such information is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this Item may be found in the section
captioned "Executive Compensation--Employment Contracts and Change of Control
Arrangements; --Certain Transactions with Management" appearing in the
definitive Proxy Statement to be delivered to stockholders in connection with
the Annual Meeting of Stockholders to be held May 20, 1997. Such information is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
The consolidated financial statements of the Company, the
notes thereto and the Independent Auditors' Report are incorporated herein by
reference to the Company's 1996 Annual Report.
(2) Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts
(3) Exhibits:
Number Exhibit
- ------ -------
2.1+ First Amended Joint Chapter II Plan of Reorganization of MAI systems
Corporation, Brooke Acquisition Corp. and CLS Software, Inc., as
confirmed by the United States Bankruptcy Court for the District of
Delaware, on November 13, 1993, filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated January 15, 1994.
2.2+ Consent Order Modifying Confirmed Plan of Reorganization and Fixing
Effective Date, as entered by the United States Bankruptcy Court for
the district of Delaware on January 27, 1994, as filed as Exhibit 2.2
to the Registrant's Current Report on form 9-K dated February 9, 1994.
3.1+ Amended and Restated Certificate of Incorporation of MAI Systems
Corporation.
3.2+ Amendment No. 1 to the Amended and Restated Certificate of
Incorporation of MAI Systems Corporation.
3.3+ By-laws of MAI Systems Corporation, filed as Exhibit 2(b) to the
Registrant's Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission on February 24, 1994.
-13-
<PAGE> 14
10.1** Equipment Service Subcontract dated December 2, 1996 between MAI
Systems Corporation and Olivetti North America, Inc. [**Confidential
treatment has been requested for certain portions of this document and
the confidential portions of Exhibit 10.1 have been filed separately
with the Securities and Exchange Commission.]
10.2** Equipment Service Subcontract dated February 21, 1997 between MAI
Canada Ltd. and Olivetti Canada Ltd. [ ** Confidential treatment has
been requested for certain portions of this document and the
confidential portions of Exhibit 10.2 have been filed separately with
the Securities and Exchange Commission].
10.3**+ Software License Agreement dated October 1, 1996 between MAI Systems
Corporation and Enhanced Hospitality Solutions filed as Exhibit 10.1 to
the Registrant's 10-Q/A filed with the Securities and Exchange
Commission on January 10, 1996. [ ** Confidential treatment has been
requested for certain portions of this document and the confidential
portions of Exhibit 10.3 have been filed separately with the Securities
and Exchange Commission].
10.4+ Lease Agreement dated January 2, 1997 between MAI Systems Corporation
and the Irvine Company, a Michigan corporation.
10.5+ MAI Systems Corporation Amended 1993 Stock Option Plan
10.6+ Consulting Agreement dated as of August 15, 1994, as amended as of
October 17, 1994 and October 16, 1996 by and between the Registrant and
Orchard Capital Corporation, relating to the services of Richard S.
Ressler, Chairman and Chief Executive Officer of the Company. The
original agreement and the October 17, 1994 amendment are incorporated
herein by reference to the Company's 1994 Annual Report on Form 10-K.
11.1+ Computation of Income (Loss) Per Share
13.1 The Company's Annual Report to Stockholders for the year ended December
31, 1996, but only to the extent such report is expressly incorporated
by reference into Items 5, 6, 7, 8 and 14(a)(1) of this report and such
report is not otherwise deemed to be filed as part of this Annual
Report on Form 10- K.
21.1+ Subsidiaries of MAI Systems Corporation
23.1 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule
- ---------------------------
+ Previously submitted and unamended
-14-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MAI SYSTEMS CORPORATION
By:/s/ Richard S. Ressler
------------------------
Richard S. Ressler
Chairman
Dated:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on [date].
Signatures Title
---------- -----
/s/ Richard S. Ressler Chairman, Director
- -----------------------------------
Richard S. Ressler
/s/ George G. Bayz President and Chief Executive
- ----------------------------------- Officer, Director
George G. Bayz
/s/ Alan A. Gleicher Director
- -----------------------------------
Alan A. Gleicher
/s/ Morton O. Schapiro Director
- -----------------------------------
Morton O. Schapiro
/s/ Lewis H. Stanton Executive Vice President and Chief
- ----------------------------------- Operating and Financial Officer
Lewis H. Stanton (Chief Accounting Officer)
-15-
<PAGE> 16
SCHEDULE II
MAI SYSTEMS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
BALANCES CHARGED TO CHARGED TO ADDITIONS BALANCES
BEGINNING COSTS OF OTHER FROM END OF
DESCRIPTIONS OF YEAR EXPENSES ACCOUNTS ACQUISITIONS WRITE-OFFS YEAR
--------- ---------- --------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1994
Allowance for doubtful accounts $ 3,267 $ 137 $-- $ -- ($ 816) $ 2,588
Provision for inventory obsolence $ 15,760 $ 1,400 $-- $ -- ($ 1,180) $ 15,980
======== ======== ======== ======== ======== ========
Year ended December 31, 1995
Allowance for doubtful accounts $ 2,588 $ 613 $-- $ -- ($ 2,109) $ 1,092
Provision for inventory obsolence $ 15,980 $ 734 $-- $ -- ($ 1,578) $ 15,136
======== ======== ======== ======== ======== ========
Year ended December 31, 1996
Allowance for doubtful accounts $ 1,092 $ 603 $-- $1,138 ($ 255) $ 2,578
Provision for inventory obsolence $ 15,136 $ 490 $-- $ -- ($12,433) $ 3,193
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 10.1
EQUIPMENT SUPPORT SUBCONTRACT
This Agreement, consisting of this Equipment Support Subcontract along with
Schedules A through G, is between OLIVETTI NORTH AMERICA, INC. ("ONA"), a
Washington corporation, with corporate headquarters at 22425 East Appleway,
Liberty Lake, Washington and MAI SYSTEMS CORPORATION, ("MAI"), a Delaware
corporation, with corporate headquarters at 9600 Jeronimo Road, Irvine, CA
92718, and is effective on December 2, 1996 ("Effective Date").
1. PURPOSE
MAI sells computers and computer systems and provides service for the
equipment it sells to its customers. As part of that business, MAI
provides warranty service for many of the products it sells and has
also entered into contracts with many of its customers to provide
maintenance, repair, and related services for these products. In
order to provide these services, MAI employs a number of computer
service technicians working out of a number of field offices
throughout the United States. MAI is planning to discontinue its
current field service operations and needs a company with a qualified
field service organization to perform the field service portion of
MAI's contracts with its customers. ONA is also in the business of
selling computers and computer systems and also maintains a computer
service field organization throughout the United States. ONA has
agreed to provide MAI with computer field service throughout the
United States under the terms and conditions set forth in this
agreement.
2. APPLICATION OF AGREEMENT
This Agreement is intended to cover not only the provision of computer
field service operations under those contracts MAI has with its
customers as of the Effective Date of this Agreement ("Existing
Customer Agreements"), but contracts MAI enters into with its
customers after the Effective Date as well ("New Customer
Agreements"). However, the terms under which ONA will provide
services related to Existing Customer Agreements differ in some
respects from those under which it will provide services related to
New Customer Agreements.
Schedules A through E define the services ONA will perform and the
manner in which MAI will support ONA and pay ONA for those services
with respect to New Customer Agreements. Schedule F identifies the
ways in which the treatment of these same issues will differ with
respect to Existing Customer Agreements.
Equipment Support Subcontract - 1 11/25/96
MAI Systems Corp.
<PAGE> 2
3. EXCLUSIVITY/RIGHT TO BID
This Agreement is intended to establish an exclusive relationship
whereby ONA will provide all of MAI's Maintenance Service needs (for
both Warranty Service and Contract Service) under Existing Customer
Agreements. MAI agrees to have ONA provide all its field service
requirements of this type under the Existing Customer Agreements and
that it will not perform those obligations itself or contract with any
other person or entity to provide such requirements so long as this
Agreement is in force.
MAI further agrees that with respect to all of its other Equipment
Support needs it may have during the term of this Agreement, it shall,
at a minimum, provide ONA with the opportunity to bid on the provision
of such services. MAI further agrees to provide the use of office
space and access to MAI's existing office equipment (telephones,
copiers, fax machine, etc.) at MAI's corporate headquarters for an ONA
employee to work on-site to serve as an account contact and to respond
to requests for bids from MAI. ONA agrees to reimburse MAI for long
distance telephone charges incurred by this employee.
4. MAI EMPLOYEES
a. MAI shall terminate the employment of those MAI employees
identified by name and title on Schedule G (the "Target
Employees") effective December 1, 1996.
b. Prior to the Effective Date, ONA will offer employment to the
Target Employees on the following terms:
(1) a salary or hourly wage no less than that being paid
to the Target Employee by MAI,
(2) ONA's normal terms and conditions of employment for
similar employees,
(3) treatment of the Target Employees' credited years of
service with MAI (as shown on Schedule G ) as service
with ONA for all purposes except as follows:
a) Notice/Severance Pay. Target Employees
identified on Schedule G as Customer Support
Engineers, Senior Customer Support Engineers,
Customer Support Specialists, District
Product Specialists, Senior Field Materials
Coordinators, National Product Support
Specialists or Logistics Planners (1) will
not be entitled to payment of more than 12
weeks of severance pay under ONA's
Notice/Severance Pay Policy regardless of
their actual years of service (MAI, ONA, or
combined), and (2) shall not be entitled to
receive notice pay under ONA's
Notice/Severance Pay Policy.
b) Pension Plan. A Target Employee's years of
service with MAI will not be considered for
purposes of computing the pension benefit to
which that employee is entitled under ONA's
Defined Benefit Pension Plan. However, those
years of service with MAI will be considered
for
Equipment Support Subcontract - 2 11/25/96
MAI Systems Corp.
<PAGE> 3
purposes of satisfying the vesting
requirements of that plan. Regardless of a
Target Employee's ONA hire date, such
employee shall not become a participant in
ONA's Defined Benefit Pension Plan until at
least January 1, 1997.
c) ONA agrees not to layoff any Target Employees
identified on Schedule G as managers during
the twelve (12) month period beginning on the
Effective Date. This shall not prohibit ONA
from terminating such employees for cause.
(4) ONA's offer of employment to a Target Employee shall
be contingent on that Target Employee agreeing to
transfer his or her accrued vacation balance to ONA
instead of having the value of that balance paid in
cash by MAI upon termination of employment. MAI
agrees to reimburse ONA for the value of all vacation
balances transferred to ONA by Target Employees (the
"Transferred Total"). This reimbursement shall be
made beginning January 1, 1997 in monthly payments
equal to the greater of (i)one-twelfth (1/12) of the
Transferred Total or (ii)the actual value of
transferred vacation balances taken by Target
Employees in the prior month. MAI agrees to
indemnify ONA against any claims arising from this
provision on transferring vacation balances in
accordance with the provisions of Section 13(a) of
this Agreement.
c. ONA's current field engineers in metropolitan New York and in
New Jersey are unionized and MAI has indicated that it is not
willing to have its ex-employees incorporated into the union
unless it is sure that they would not be the first to be laid
off should layoffs occur. MAI is concerned about having a
trained work force in place to do the work being subcontracted
to ONA pursuant to this Agreement. ONA is currently working
with its union to try to modify the existing collective
bargaining agreement to address this problem. However, if
that effort is ultimately unsuccessful, ONA will then be
forced to take some other action to resolve this situation,
including possibly subcontracting the work from MAI in this
area to another company with qualified personnel. MAI hereby
consents to such subcontracting.
d. The provisions of this section are intended solely for the
benefit of MAI and ONA and are not intended to create or
expand any rights, as third party beneficiaries or otherwise,
of any other person, including without limitation any of MAI's
employees. Nothing in this section shall be construed as
requiring ONA to pay severance to any employee.
5. SOFTWARE LICENSE
MAI either owns or has the right to license certain software
(including diagnostic programs) which is either necessary or desirable
to use in providing Equipment Support (the "Software"). Subject to
the terms and conditions of this Agreement, MAI hereby grants to ONA a
non-exclusive license to access and use the Software as ONA determines
appropriate
Equipment Support Subcontract - 3 11/25/96
MAI Systems Corp.
<PAGE> 4
in performing its responsibilities under this Agreement and only under
this Agreement. ONA shall be permitted to make copies of the Software
as it deems appropriate for use in performing its obligations under
this Agreement.
ONA acknowledges that the Software is licensed, not sold, to it solely
for the purpose of performing its obligations under this Agreement.
ONA further acknowledges that the Software is "Confidential" and
subject to the provisions of Section 16, Non-Disclosure, of this
Agreement. ONA acknowledges that it is not permitted, nor shall it
permit anyone else, under any circumstances, to decode, reverse
engineer, decompile, or disassemble the Software.
6. ONA RESPONSIBILITIES
During the term of this Agreement, ONA will:
a. provide Equipment Support in the United States in the manner
identified in Schedules A & F;
b. maintain sufficient fully trained, competent and qualified
maintenance personnel to perform the Equipment Support
required by this Agreement;
c. perform the obligations imposed on it with respect to Parts in
Schedules C & F; and
d. except as permitted by this Agreement, not enter into direct
Contract Service or Equipment Support agreements with any MAI
End Users pertaining to equipment which is the subject of a
service agreement with MAI.
7. CUSTOMER RESPONSIBILITIES
During the term of this Agreement, MAI will:
a. order Equipment Support from ONA in the manner identified in
Schedules A & F;
b. pay for Equipment Support rendered by ONA in the manner
identified in Schedules B & F;
c. perform the obligations imposed on it with respect to Parts in
Schedule F; and
d. provide ONA with the Technical Support necessary to permit it
it provide Equipment Support as identified in Schedule D.
8. DEFINITIONS
For the purposes of this Agreement the following terms shall have the
following meanings:
a. "Contract Service" means performing Maintenance Service
pursuant to a contract with the End User in which the End User
pays MAI for its agreement to provide such service.
Equipment Support Subcontract - 4 11/25/96
MAI Systems Corp.
<PAGE> 5
b. "Equipment Support" means performing any one or more of the
following types of service on the Equipment:
(1) Maintenance Service, (which includes both Contract
Service and Warranty Service)
(2) Installation Service, or
(3) Time and Materials Service
as those terms are defined in the Schedules to this Agreement.
c. "Existing Customer Agreement" means a contract between MAI and
its customer which is in effect on the Effective Date of this
Agreement and also means any subsequent renewal of such an
Agreement on substantially the same terms and conditions as
are in effect on the Effective Date of this Agreement.
d. "Location" means a site where Equipment is installed.
e. "New Customer Agreement" means
(1) a contract between MAI and its customer which was not
in effect on the Effective Date of this Agreement, or
(2) an Existing Customer Agreement which is renewed after
the Effective Date of this Agreement on terms and
conditions substantially different than those in
effect on the Effective Date of this Agreement.
MAI and ONA may agree in writing to continue to treat an
Existing Customer Agreement which is renewed after the
Effective Date of this Agreement on terms and conditions
different than those in effect on the Effective Date of this
Agreement as an Existing Customer Agreement despite the
changes in terms and conditions.
f. "Parts" means any modules, subassemblies, boards, components
and related materials of an item or unit of the Equipment.
g. "Service City" means those cities in which ONA maintains a
service office. Schedule E lists ONA's present Service Cities.
h. "Warranty Service" means performing Maintenance Service in
fulfillment of a warranty given to the End User in connection
with the purchase of the Equipment.
In addition, capitalized terms not defined in this section shall have
the meanings stated in the text of this Agreement.
9. TERM
This Agreement shall take effect on the Effective Date, regardless of
when it is signed. Unless sooner terminated in accordance with the
terms of this Agreement, this Agreement shall have an initial term of
five (5) years ("Initial Term") and shall automatically be extended
Equipment Support Subcontract - 5 11/25/96
MAI Systems Corp.
<PAGE> 6
for successive one (1) year periods thereafter. Either party may
terminate this Agreement at the end of the Initial Term or at the end
of any subsequent annual renewal upon not less than one hundred eighty
(180) days prior written notice.
10. INTERNATIONAL SERVICE
MAI has indicated that in the future it may need Equipment Support in
countries other than the United States. ONA agrees that, upon request
by MAI, it will attempt to provide such service through Ing. C.
Olivetti & C., S.p.A. and its affiliates on terms and conditions to be
agreed upon with MAI.
11. WARRANTY
ONA warrants that all Equipment Support provided by it pursuant to
this Agreement will be performed in a competent and workmanlike
manner. This warranty is in lieu of all warranties, express or
implied, which may be deemed applicable to the subject matter of this
agreement, including, but not limited to, any implied warranties of
merchantability and fitness for a particular purpose.
12. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE ENTITLED TO RECOVER ANY OF THE FOLLOWING TYPES
OF DAMAGES FROM THE OTHER IN CONNECTION WITH ANY CLAIM RELATED TO THIS
AGREEMENT, REGARDLESS OF WHETHER THAT CLAIM IS BASED IN TORT, CONTRACT
OR OTHERWISE:
(1) THE LOSS OF OR THE COST OF RECONSTRUCTING DATA STORED ON DISK
FILES, TAPES, OR MEMORIES, EXCEPT AS PART OF A CLAIM FOR
INDEMNIFICATION PURSUANT TO SECTION 13, BELOW(1),
(2) LOSS OF GOODWILL,
(3) INCIDENTAL DAMAGES
(4) CONSEQUENTIAL DAMAGES,
(5) PUNITIVE DAMAGES,
(6) ANY FORM OF INDIRECT DAMAGES OF ANY NATURE, OR
(7) DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENCE OF THAT PARTY OR ITS EMPLOYEE.
__________________________________
(1) MAI agrees to continue to include a limitation of liability
provision substantially similar to Section 13 of its current Services
Agreement form contract (see Appendix F-2) in future services
agreements with Customers.
Equipment Support Subcontract - 6 11/25/96
MAI Systems Corp.
<PAGE> 7
13. INDEMNIFICATION
a. MAI agrees to defend, indemnify and save ONA harmless from and against
any and all claims, suits, or proceedings brought against it and in any
way relating to either the allegedly negligent or wrongful acts or
omissions of MAI, or the products sold by MAI covered by this
Agreement, and from the costs, expenses and damages incurred by ONA in
connection with such claims, suits and proceedings. ONA agrees to
promptly notify MAI of any claim as to which indemnification is sought,
cooperate fully in the defense of such claim, and permit MAI or its
insurance carrier to control the defense and settlement of such claim.
b. ONA agrees to defend, indemnify and save MAI harmless from and against
any and all claims, suits, or proceedings brought against it and in any
way relating to allegedly negligent or wrongful acts or omissions of
ONA, and from the costs, expenses and damages incurred by MAI in
connection with such claims, suits and proceedings. MAI agrees to
promptly notify ONA of any claim as to which indemnification is sought,
cooperate fully in the defense of such claim, and permit ONA or its
insurance carrier to control the defense and settlement of such claim.
14. INSURANCE
Each party represents and warrants to the other that it has and will
maintain liability insurance coverage throughout the Term of this
Agreement, in an amount appropriate in light of the potential liability
created by this Agreement.
15. NON-SOLICITATION OF EMPLOYEES
From the Effective Date until six (6) months after the termination of this
Agreement, MAI shall not, directly or indirectly, hire or solicit for hire
any ONA employee connected with performance under this Agreement, without
ONA's prior written approval. This section shall not prevent MAI from
soliciting or hiring any ONA employee after such employee's employment with
ONA has been ended through no involvement by MAI. It is further agreed
that the damages as a result of a breach of this provision would be
difficult to measure and that the amount of One Hundred Thousand
($100,000.00) Dollars is a good approximation of the damages that would be
caused by one violation of this provision and should be payable as
liquidated damages in the event of a breach of this provision.
This paragraph shall not apply to prevent MAI from hiring or attempting to
hire the Target Employees following a full or partial termination of this
Agreement by MAI pursuant to the terms of this Agreement.
16. NON-DISCLOSURE
a. Both parties agree that any information disclosed to it by the other
party in connection with this Agreement which has been designated in
writing as "Confidential" (including information disclosed orally and
identified in writing as "Confidential"
Equipment Support Subcontract - 7 11/25/96
MAI Systems Corp.
<PAGE> 8
within ten (10) days after the initial oral disclosure) shall be
treated as such. Additionally, all information provided by MAI to ONA
in connection with requests for bids or proposals for Equipment
Support, including the identity of MAI's customers and their service
requirements, shall be deemed "Confidential" whether or not it is so
identified. Each agrees that with respect to such information it will:
(1) not disclose such information to third parties without the written
consent of the other,
(2) use such information solely for the purposes of this Agreement,
(3) treat such information of the other with a degree of care which is
reasonably calculated to protect such information from disclosure
(but in any event with at least the same degree of care as it
treats its own confidential information),
(4) inform its employees, agents or authorized representatives of the
confidential or proprietary nature of such information, and
(5) direct such persons to comply with the terms of this Agreement.
Either party may bring an action in equity to foreclose violations of
this section through injunctive relief.
b. The following types of information shall not be considered
"Confidential" information subject to the restrictions of this
provision:
(1) Information in the possession of or known to the receiving party
on the date of receipt,
(2) Information in the public domain at the time of its disclosure or
which enters the public domain after such disclosure through no
fault of the receiving party,
(3) Information independently developed by the receiving party, its
employees, agents or representatives without reference to the
other party's confidential information,
(4) Information made available to the receiving party, its employees,
agents or representatives by a third party having a right to do
so, or
(5) Information ordered disclosed pursuant to judicial or other lawful
governmental action, provided, that the party receiving such
request gives prompt written notice of the request to the other
party.
c. MAI acknowledges that ONA's business includes the design, development,
and servicing of products for the computer-based industry, and nothing
in this Agreement shall preclude or in any way impair ONA's engaging or
continuing to engage in that business.
d. The non-disclosure obligations imposed by this Agreement shall continue
in force for so long as the information is maintained as confidential
by the disclosing party and for
Equipment Support Subcontract - 8 11/25/96
MAI Systems Corp.
<PAGE> 9
a minimum period of three (3) years from the date of first
disclosure, regardless of any termination of this Agreement.
17. RELATIONSHIP BETWEEN PARTIES
ONA shall perform its duties under this Agreement as an independent
contractor, and not as an agent or affiliate of MAI. In particular:
a. nothing contained in this Agreement shall be construed to constitute
ONA as a partner, employee or agent of MAI, nor shall either have any
authority to bind the other in any respect, it being intended that each
shall remain an independent contractor responsible for its own actions,
b. MAI shall exercise no control over the activities and operations of
ONA, each being recognized hereunder as an independent contractor,
c. The relationship between ONA and MAI's customers shall be that of a
subcontractor; ONA is not assuming any of the Customer Agreements and
shall have no direct obligation to MAI's customers.
18. ASSIGNMENT
Neither party may assign any of its rights, interests or duties under this
Agreement without the prior written consent of the other party, which
consent shall not be unreasonably withheld. In the event one party seeks
consent to an assignment and the other party withholds its consent to that
proposed assignment, the party seeking consent may terminate this Agreement
upon sixty (60) days notice to the other party.
19. AUTHORIZED REPRESENTATIVES AND NOTICES
a. Each party shall at all times designate one representative who shall be
authorized to take any and all action and/or grant any approvals
required in the course of performance of this Agreement. Such
representative shall be fully authorized to act for and bind such party
including the approval of amendments to this Agreement. Until written
notice to the contrary, the authorized representatives of the parties
are as follows:
FOR ONA: FOR MAI:
Vice President, Customer Service Vice President, Customer Service
Olivetti North America, Inc. MAI Systems Corporation
22424 E. Appleway 9600 Jeronimo Road
Liberty Lake, WA 99019 Irvine, CA 92718
Equipment Support Subcontract - 9 11/25/96
MAI Systems Corp.
<PAGE> 10
b. Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be delivered in person or sent
by overnight commercial courier service with receipt, addressed as set
forth below:
IN THE CASE OF ONA: WITH A COPY TO:
Vice President General Counsel
Customer Service Legal Department
Olivetti North America, Inc. Olivetti North America, Inc.
22425 E. Appleway 22425 E. Appleway
Liberty Lake, WA 99019 Liberty Lake, WA 99019
IN THE CASE OF MAI: WITH A COPY TO:
Vice President General Counsel
Customer Service Legal Department
MAI Systems Corporation MAI Systems Corporation
9600 Jeronimo Road 9600 Jeronimo Road
Irvine, CA 92718 Irvine, CA 92718
Notice shall be deemed given when received.
c. Either party may change the name or address to which notices or other
communications are to be sent by giving written notice of such change
to the other party.
20. EXCUSED NON-PERFORMANCE
A delay in or failure of performance under this Agreement caused by
circumstances beyond the reasonable control of the party affected shall be
excused to the extent necessary, provided that the party affected shall
make reasonable efforts to remove or circumvent such circumstances. Such
excusing circumstances shall include (without limitation): shortages of
materials; acts of God; fire; flood; war; embargo; labor trouble; failure
or delay by suppliers; riots; and laws, rules, regulations and orders of
any governmental authority. If any delay or inability to perform continues
for more than sixty (60) days, the non-affected party shall have the right
to terminate the affected portion of this Agreement upon seven (7) days
Notice to the affected party, or to suspend its obligations under the
Agreement until such time as the delay or inability to perform is
corrected.
If any delay or inability to perform on the part of ONA continues for a
period greater than the period of excused non-performance permitted in
MAI's contract with one of more of its Customers, MAI shall have the right
to terminate the affected portion of this Agreement upon twenty-four (24)
hours Notice to ONA. MAI agrees to continue to include an excused
non-performance provision substantially similar to the first two sentences
of Section 15 of its
Equipment Support Subcontract - 10 11/25/96
MAI Systems Corp.
<PAGE> 11
current Services Agreement form contract (see Appendix F-2) in future
services agreements with Customers.
21. DEFAULT AND TERMINATION
a. If either party defaults in performance of any material obligation
under this Agreement, and such default is not cured within sixty (60)
days after receipt of Notice from the non-defaulting party, the
non-defaulting party shall have the right to immediately terminate this
Agreement by Notice to the defaulting party.
b. MAI may terminate this Agreement for default by ONA on less than sixty
days notice as follows:
(1) If ONA is in default under this Agreement, MAI shall escalate that
problem within ONA's service organization as necessary in order to
have the problem addressed. This escalation shall include, when
necessary, bringing the problem to the attention of ONA's vice
president of customer service.
(2) If, after ONA has been given a reasonable opportunity under the
circumstances to resolve the problem, MAI believes that ONA is
still in default under this Agreement, MAI will give ONA Notice of
the alleged default.
(3) If ONA has not cured the default within forty-eight (48) hours of
its receipt of Notice, MAI may terminate this Agreement as to the
MAI Customer to whom the default relates.
c. Should MAI become more than forty-five (45) days delinquent in its
obligation to pay, ONA may suspend its performance hereunder until
MAI's account is brought current. If MAI's account remains delinquent
for a total period of sixty (60) days, ONA shall have the option to
terminate this Agreement immediately by Notice to MAI.
d. Termination of this Agreement shall not affect any rights existing as
of the effective date of termination.
e. The rights and remedies provided in this Agreement are cumulative and
in addition to any other rights or remedies available at law or in
equity.
f. The provisions of Section 16 shall survive termination of this
Agreement.
22. CONFLICT RESOLUTION
MAI and ONA agree to meet and work together to find acceptable solutions to
any disputes between them related to this Agreement. If, after thirty (30)
days, they are unable to so resolve the dispute, the dispute will be referred to
MAI's President and the President or CEO of ONA, or their designated
representatives, who shall meet or talk within fifteen (15) business days after
Notice is received to resolve such dispute. Notice of the invocation of this
procedure shall be directed to such officers and shall include a reference to
this Section 16. If the dispute is not resolved by this meeting, then it shall
be resolved by arbitration in
Equipment Support Subcontract - 11 11/25/96
MAI Systems Corp.
<PAGE> 12
accordance with Section 17. If a party fails to meet with the other party
upon request, the requesting party may either obtain an order of a court of
competent jurisdiction requiring the non-complying party to meet and confer
or proceed to arbitration in accordance with Section 17.
23. ARBITRATION
All disputes relating to this Agreement shall be submitted to arbitration
in accordance with the commercial rules of the American Arbitration
Association then in effect. Such arbitration shall take place in the
county where the national headquarters of the defending party are located
and shall be conducted by three (3) arbitrators, one selected by each party
and the third selected by the other two. The decision of the arbitrators
shall be final, binding, and without appeal and may be enforced in any
court having jurisdiction over the relevant parties or their assets.
24. GENERAL
a. This Agreement shall be governed by the laws of the State of
Washington.
b. This Agreement, together with the attached Schedules, constitutes the
complete and final agreement between the parties with respect to the
subject matter of this Agreement. This Agreement supersedes all prior
discussions, agreements and writings with respect thereto. No
agreement purporting to modify, add to, terminate, waive or change any
term or condition of this Agreement shall be binding unless it is in
writing and signed by authorized representatives of both parties.
c. The organization of this Agreement and section headings are for
convenience only and shall not be used to construe or interpret this
Agreement.
d. No delay or failure of either party in exercising any right hereunder,
and no partial or single exercise thereof, shall be deemed to
constitute a waiver of such right or any other rights hereunder.
e. If any provision or term of this Agreement shall be deemed or construed
to be invalid, illegal or unenforceable by a court of competent
jurisdiction, such determination shall in no way affect the validity,
legality, or enforceability of the remaining portions of this
Agreement.
f. Should legal action be required to enforce or interpret any of the
provisions of this agreement, the prevailing party shall be entitled to
all costs incurred in connection with that action, including a
reasonable attorney's fee.
Equipment Support Subcontract - 12 11/25/96
MAI Systems Corp.
<PAGE> 13
"ONA" "MAI"
OLIVETTI NORTH AMERICA, INC. MAI SYSTEMS CORPORATION
By: /s/ RICH FOGARTY By: /s/ GEORGE G. BAYZ
---------------------------------- -------------------------------
Its: Its:
--------------------------------- ------------------------------
Dated: Dated:
------------------------------- ----------------------------
Equipment Support Subcontract - 13 11/25/96
MAI Systems Corp.
<PAGE> 14
SCHEDULE A
NEW CUSTOMER AGREEMENTS EQUIPMENT SUPPORT
This Schedule sets out a beginning framework to define the manner in which
service will be ordered by MAI and provided by ONA for New Customer Agreements.
The parties anticipate that ONA will be submitting bids to MAI with respect to
most New Customer Agreements and that the provisions of this schedule may be
modified by the specific provisions of a bid provided by ONA. However, in the
absence of such changes specified in the ONA bid documents, ONA will be making
its bids on the basis of the provisions of this schedule. The parties also
anticipate that as they refine their relationship and the manner in which they
do business, they may decide to modify the provisions of this schedule and each
agrees to negotiate in good faith about any requests for changes made by the
other. Any agreed changes resulting from such negotiations will be reflected
in an amendment to this Agreement signed by both parties.
1. PLACING EQUIPMENT UNDER SERVICE
a. In order to initiate Equipment Support for a particular item of
Equipment, MAI must prepare and submit a completed ONA Maintenance
Service Order ("MSO") to ONA and that MSO must be accepted by ONA. The
MSO must include such information about the Equipment as is reasonably
requested by ONA, including:
(1) the model, age and configuration of the Equipment,
(2) the Equipment Location,
(3) the name, address, and telephone number of the End User,
(4) the identity of the End User contact person, and
(5) any applicable uplifts for Extended Maintenance Service which
apply to the Equipment, such as zone uplifts, extended coverage
hours uplifts and/or response time uplifts.
b. Equipment Support will not begin for a particular item of Equipment
until ONA has received and accepted an MSO for that item of Equipment.
Following acceptance of an MSO, ONA will label the Equipment with an ID
tag. This ID number must be used to identify the Equipment in all
communications with ONA about the Equipment.
c. All changes to the information provided to ONA about Equipment under
maintenance, such as a change in Equipment location, must be documented
by submission of a revised MSO.
d. An MSO placing Equipment under service shall be valid until
discontinued in accordance with paragraph A7. Until ONA receives an
MSO discontinuing service the Equipment will be kept under service and
ONA will bill MAI for that service.
Schedule A-1 11/25/96
MAI Systems Corp.
<PAGE> 15
Requests for service received when no valid MSO is in force will be
treated as requests for Time & Materials Service.
2. REQUESTS FOR SERVICE
a. MAI, or its designated representative, will receive all End User
requests for service or repair.
b. MAI, or its designated representative, will, obtain as much information
as reasonably possible about the End User's problem during its
communications with the End User.
c. MAI, or its designated representative, will obtain from the End User
the information necessary to determine whether the Equipment is
eligible for Maintenance Service and to permit ONA to properly perform
Equipment Support. This shall include, without limitation, the model
and age of the Equipment and the configuration in which it is
installed.
d. MAI, or its designated representative, will contact ONA and request
Equipment Support for the End User's Equipment. This request shall
include all pertinent information MAI has about the End User's
Equipment and the problem being experienced, at a minimum:
(1) the ID number for the Equipment, and
(2) the nature of the problem being experienced by the End User,
3. MAINTENANCE SERVICE
a. Maintenance Service means service performed to correct improper
functioning of Equipment which occurs from normal use, including making
any necessary adjustments and/or replacing defective assemblies or
subassemblies.
b. Maintenance Service does not include:
(1) Service of equipment not specifically identified on the MSO
ordering the Maintenance Service, including devices peripheral or
connected to Equipment.
(2) Electrical work external to the Equipment.
(3) Repair of damage or loss resulting from accident, transportation,
neglect, misuse or abuse, operator error, failure of electrical
power or air conditioning or humidity control, or use for which
Equipment was not designed.
(4) Supplies or accessories, painting or refinishing Equipment,
furnishing material for Equipment, making specification or field
engineering changes, performing services connected with relocation
of Equipment, or adding or moving accessories, attachments or
other devices.
(5) Software programming and software program maintenance.
Schedule A - 2 11/25/96
MAI Systems Corp.
<PAGE> 16
(6) Service which is impractical for ONA to render or required because
of any adjustment, repair, maintenance, alteration, attachment,
addition, or connection to another machine or device.
(7) Service calls required as the result of modification, work or
service of the Equipment by non-ONA personnel.
(8) Service of Equipment which, because of a safety hazard, exposes
ONA personnel to a risk of injury.
(9) Service in connection with the installation, discontinuance or
removal of Equipment.
(10) Installation of engineering changes, feature changes, or safety
changes.
c. Equipment shall be kept in or shall be restored to good working order.
d. Maintenance Service will be performed in a prompt, courteous, efficient
and workmanlike manner.
e. Unless otherwise specified, Preventive Maintenance will be performed on
equipment only during a Maintenance Service call. Preventive
Maintenance includes general cleaning and inspection, and any
adjustments and/or lubrication as specified by the Equipment
manufacturer.
4. STANDARD MAINTENANCE SERVICE.
a. After receiving a Request for Service from MAI or its designated
representative, ONA will dispatch a properly trained Customer Service
Engineer (CSE) to the Equipment Location along with such tools, parts
and manuals as the CSE reasonably believes will be required to repair
the Equipment based on the information provided to ONA by MAI. Upon
arrival the CSE will diagnose the problem, if any, and perform the
Maintenance Service.
b. ONA will use all reasonable efforts to arrive at the Equipment Location
ready to complete the Maintenance Service within the agreed upon
response time for that Equipment.
c. Maintenance Service will be performed during the agreed upon hours of
service(2) and at the location agreed upon for that Equipment.
5. INSTALLATION SERVICE
a. Installation Service shall consist of:
__________________________________
(2) Normal Service Hours are Monday through Friday, 8 a.m. to 5 p.m.
local time, excluding ONA observed holidays. Service started during
Normal Service Hours and completed within 1 hour after Normal Service
Hours will be deemed performed within Normal Service Hours.
Schedule A - 3 11/25/96
MAI Systems Corp.
<PAGE> 17
(1) Any necessary unpacking of the Equipment;
(2) Connection of Equipment;
(3) Physical inspection of Equipment in place;
(4) Functional testing of Equipment according to prescribed procedures
for such Equipment;
(5) Resolution of normal installation problems; and
(6) notification to MAI and End User of unusual installation problems
(e.g., design or engineering problems, transit damage, etc.).
These problems must be corrected before ONA will perform
Maintenance Service on this Equipment.
b. Installation Service does not include uncrating or major movement of
the Equipment.
c. ONA will use all reasonable efforts to provide Installation Service in
a timely manner, subject to the availability of personnel and
equipment, necessary travel time and other factors affecting ONA's
ability to provide this service.
6. TIME AND MATERIALS SERVICE
a. ONA may, at its option and in its discretion, elect to accept requests
from MAI for service on a time and materials basis ("Time and Materials
Service"). Such Service shall be on a "best efforts" basis consistent
with the availability and location of trained personnel and Parts.
b. ONA will use all reasonable efforts to provide Time & Materials Service
in a timely manner, subject to the availability of personnel and
equipment, necessary travel time and other factors affecting ONA's
ability to provide this service.
7. DISCONTINUANCE
MAI may discontinue Maintenance Service for any Equipment by sending ONA a
fully completed and properly signed MSO acceptable to ONA identifying the
Equipment to be discontinued. Such discontinuance shall become effective
thirty (30) days after it is received by ONA. Such discontinuance shall be
ineffective if any part of its purpose is to allow the Maintenance Service
to be performed by MAI or a third party.
Schedule A - 4 11/25/96
MAI Systems Corp.
<PAGE> 18
SCHEDULE B
PRICES FOR NEW CUSTOMER AGREEMENTS
This Schedule sets out what will eventually become the standard pricing scheme
to be used by the parties when no other pricing arrangements are agreed upon
for a specific order. However, both parties recognize that the market for
Equipment Support services is very competitive and changes frequently.
Accordingly, ONA agrees that upon request by MAI it will re-evaluate the prices
and pricing methodology identified in this schedule to respond to competitive
pressures or to reflect appropriate volume discounts upon request by MAI. In
addition, ONA will provide bids for major projects in accordance with Section 3
of this Agreement. Any agreed changes resulting from this re-evaluation and/or
bidding process will be reflected in a document signed by both parties which
identifies the Equipment to which such modified prices apply.
1. STANDARD MAINTENANCE SERVICE
MAI will pay ONA an Annual Maintenance Charge ("AMC") for each unit of
Equipment placed under Maintenance Service as payment for ONA's agreement
to provide Standard Maintenance Service for each such unit of Equipment.
The AMC for each model of Equipment shall be as identified in any service
order accepted by ONA or flat rate pricing schedule subsequently provided
to MAI by ONA.
Schedule B - 1 11/25/96
MAI Systems Corp.
<PAGE> 19
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
2. TIME AND MATERIALS/INSTALLATION SERVICE
a. ONA will bill [**] for each hour of labor incurred during Normal
Service Hours and [**] for each hour of labor incurred outside Normal
Service Hours by a CSE in performing the service.
b. Labor charges commence upon dispatch of the CSE to the End-User
location and include travel to and from the site.
c. There is a minimum 1 hour charge per call and additional time will be
charged in increments of one-quarter (1/4) hour.
d. ONA will, upon request by MAI, provide flat rate installation prices
for items of Equipment identified by MAI.
3. COMMERCIAL TRAVEL
a. When Commercial Travel is required to perform Time and Materials and/or
Installation Service and has been approved in advance by MAI, MAI will
be charged the actual, reasonable cost of such travel. Commercial
travel includes, but is not limited to, such items as airfare, ferry
and rental vehicles.
4. LODGING EXPENSES
a. If ONA determines that it is in the best interests of ONA and MAI to
have a CSE remain overnight at or near the Equipment Location in
connection with Time and Materials and/or Installation Service and MAI
has approved such expenses in advance, MAI will be charged the actual,
reasonable lodging and meal expenses incurred.
5. INVOICING/PAYMENT
a. ONA will invoice MAI monthly for Equipment for which Contract or
Warranty Service has been ordered. These invoices will be issued on
approximately the fifteenth (15th) of the month for which the invoice
is being issued. For example, ONA will invoice MAI on approximately
October 15th for the October Contract Service being provided by ONA.
ONA will invoice MAI monthly, in arrears, for all other Equipment
Support.
b. Invoices are due and payable upon receipt and will begin to accrue
interest at 1.25% per month from the date of the invoice if not paid in
full within 45 days of the date of the invoice.
Schedule B - 2 11/25/96
MAI Systems Corp.
<PAGE> 20
c. MAI will pay or reimburse ONA for any and all sales, use and excise
taxes, and other fees or charges levied or imposed by any governmental
agency or authority on or in connection with or measured by the value
of the Services provided by ONA under this Agreement.
6. AMENDMENT
a. This Schedule may be amended by ONA upon Notice to MAI.
b. The Amended Schedule shall become effective on the Effective Date
stated in the Amended Schedule, but no sooner than 30 days after Notice
is given to MAI.
c. Price changes included in any Amended Schedule shall apply only to
Equipment Support requested after the Effective Date of the Amended
Schedule.
Schedule B - 3 11/25/96
MAI Systems Corp.
<PAGE> 21
SCHEDULE C
SPARE PARTS
1. ONA'S OBLIGATIONS
a. ONA shall, at its expense, establish and maintain an inventory of a
sufficient quantity of all the Parts necessary to perform the Equipment
Service called for by this Agreement in each Service City open for
Equipment Service.
b. At its option, ONA may elect to maintain an inventory of certain Parts
in a centralized depot or depots for distribution within ONA as
required.
c. ONA shall keep records of its receipt, disbursement and use of such
Parts.
d. ONA shall take all steps necessary to ensure the availability of
sufficient Parts to satisfy its commitments with respect to all
Equipment Service to be performed by it under this Agreement;
Schedule C - 1 11/25/96
MAI Systems Corp.
<PAGE> 22
SCHEDULE D
TECHNICAL SUPPORT
1. TRAINING
a. Because ONA will be hiring many of MAI's former service engineers, the
parties do not anticipate that any initial training of ONA personnel
will be required. Should training subsequently be required as a result
of adding new Equipment to the Schedules to this Agreement, the parties
will at that time determine who is required to provide such training.
If no agreement is reached on this issue, ONA shall not be required to
provide Equipment Support for such newly added Equipment.
b. MAI will, upon request from ONA and at no charge, provide ONA with such
technical consultation and assistance as is appropriate to enable ONA to
provide its service representatives with such training as its deems
appropriate. This shall include, without limitation, providing ONA with
a copy of MAI's educational materials pertaining to the Equipment and
permitting ONA to make such use of those materials as it deems
appropriate for its internal use in satisfying its commitment to provide
Equipment Support under this Agreement.
2. DOCUMENTATION
a. As soon as practicable after execution of this Agreement, MAI will
provide ONA, at no charge, with one complete set of documentation and
diagnostics for each model of Equipment.
b. As soon as practicable after any Equipment is added to the Appendix to
Schedule A, MAI will provide ONA, at no charge, with one complete set of
documentation and diagnostics for such additional Equipment.
c. As soon as practicable after updates or changes to the documentation and
diagnostics provided to ONA become available, MAI will provide ONA with
those updates and changes at no charge.
d. ONA may copy, modify, and use any or all of the documentation and
diagnostics provided to it by MAI as it deems necessary for its internal
use, while retaining all MAI trademarks and copyrights.
3. SECOND LEVEL SUPPORT
a. MAI will provide ONA with telephone technical support for ONA's service
representatives during MAI's normal technical support hours at no charge
to ONA.
Schedule D - 1 11/25/96
MAI Systems Corp.
<PAGE> 23
SCHEDULE E
SERVICE CITIES
ALABAMA FLORIDA IOWA MISSISSIPPI
Birmingham Daytona Cedar Rapids Hattiesburg
Huntsville Ft. Lauderdale Davenport Jackson
Mobile Ft. Myers Des Moines
Montgomery Jacksonville MISSOURI
Marianna KANSAS Springfield
ARIZONA Miami Kansas City St. Louis
Phoenix Ocala Wichita
Tucson Orlando NEBRASKA
Pensacola KENTUCKY Lincoln
ARKANSAS Sarasota Lexington Omaha
Little Rock Tallahassee Louisville
Tampa NEVADA
CALIFORNIA West Palm Beach LOUISIANA Las Vegas
Anaheim Baton Rouge Reno
Colton GEORGIA LaFayette
Fresno Atlanta New Orleans NEW HAMPSHIRE
Glendale Columbus Shreveport Manchester
Oakland Macon
Sacramento Savannah MARYLAND NEW JERSEY
San Diego Baltimore Bridgewater
San Francisco IDAHO Frederick Clifton
Santa Clara Boise Manalapan
Santa Rosa Idaho Falls MASSACHUSETTS Mt. Laurel
Stockton Burlington
ILLINOIS Cape Cod NEW MEXICO
COLORADO Chicago(2) Norton Albuquerque
Colorado Springs Peoria Worcester
Denver NEW YORK
INDIANA MICHIGAN Albany
CONNECTICUT Evansville Battle Creek Binghamton
Hartford Ft. Wayne Detroit Buffalo
Milford Indianapolis Grand Rapids Islandia
South Bend Grayling Manhattan
DELAWARE Lansing Newburgh
Wilmington Rochester
MINNESOTA Rosedale
Austin Syracuse
Duluth Watertown
Minneapolis Yonkers
11/25/96
MAI Systems Corp.
<PAGE> 24
I. AMENDMENT
A. Service Cities may be deleted at ONA's discretion. ONA will
give Notice to MAI of the effective date of the Service City
deletion.
B. ONA will continue Equipment Support in locations previously
serviced by the closed Service City from an alternative
Service City of ONA's choice, at the rate in effect at the
time of closing, for a period of ninety (90) days. At the end
of the ninety (90) day period, MAI may continue Equipment
Support with ONA with a revised AMC or discontinue Equipment
Support with ONA in those cities.
Schedule E - 2 11/25/96
MAI Systems Corp.
<PAGE> 25
SCHEDULE F
EXISTING CUSTOMER AGREEMENTS
Schedule F - 1 11/25/96
MAI Systems Corp.
<PAGE> 26
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
1. STATEMENT OF INTENT
The general intent of the parties is to have ONA perform the service which
MAI is currently required to provide to MAI's customers under the Existing
Customer Agreements in return for [**] MAI is consigning its current
inventory of spare parts to ONA to permit it to perform that service and
MAI will be providing technical hardware and software support to ONA as
required to assist it in providing this service. Initially, MAI will be
handling the incoming call reception for all Existing Customer Agreements,
however the parties intend to begin working to transfer this function for
certain of the Existing Customer Agreements (the "Legacy Agreements") to
ONA as soon as this agreement has been executed. Eventually, MAI may also
like to transfer the billing and collection functions for the Legacy
Agreements to ONA if it is practical and economical to do so. The
remainder of this schedule is intended to define the precise terms and
conditions pursuant to which this general intent will be carried out.
2. IDENTIFICATION OF CUSTOMERS
Attached as Appendix F-1 is a list of those MAI customers for whom MAI will
retain the call reception, billing and collection functions throughout the
term of this Agreement (the "Open Customers"). All MAI customers with
Existing Customer Agreements who are not listed on Appendix F-1 are "Legacy
Customers" for purposes of this Agreement.
3. EQUIPMENT SUPPORT
a. Generally. With the exceptions listed below, ONA will perform MAI's
Equipment Support obligations under the Existing Customer Agreements
under the same terms and conditions as are required of MAI under those
agreements. This shall include Contract Service, Installation Service,
and Time and Materials Service to the extent such types of service are
covered by the Existing Customer Agreements. Provision of a particular
type of service for an Existing MAI Customer which is not covered by the
Existing Customer Agreement for that customer shall be considered the
provision of service under a New Customer Agreement for purposes of this
Agreement.
Prior to execution of this Agreement, MAI provided ONA with the form
customer agreements and sample customer agreements which are attached as
Appendix F-2. MAI represents and warrants to ONA that its Equipment
Support obligations under the
Schedule F - 2 11/25/96
MAI Systems Corp.
<PAGE> 27
Existing Customer Agreements are not materially different than those
required under these form customer agreements and sample customer
agreements.
b. EXCEPTIONS. MAI shall continue to perform the following Equipment
Support Obligations under the Existing Customer Agreements:
(1) MAI shall continue to receive incoming trouble calls from its
customers. MAI will screen these calls to determine whether the
problem is hardware or software related. With respect to calls
which MAI determines are hardware related, MAI shall notify ONA's
dispatch center and provide it with the information MAI has about
the problem so that ONA may dispatch a service technician to the
customer site to resolve the problem. Upon resolution of the
problem, ONA shall notify MAI of its resolution of the problem and
provide it with the information necessary to permit MAI to close
the call in its records. The parties agree to work together to link
their computer systems so that this entire process may ordinarily
be done via computer without the need for telephone or other
alternate means of communication.
Immediately following execution of this Agreement, the parties
agree to begin working together to transfer responsibility for
incoming trouble calls from Legacy Customers to ONA. ONA will
provide Legacy Customers with a toll free phone number to use to
call ONA with trouble calls to place requests for service. The
parties agree to cooperate to make this transition as smooth and as
customer friendly as reasonably possible. Upon completion of this
process, ONA shall be completely responsible for the call tracking
process and shall cease providing MAI with call closure information
for the Legacy Customers. At that time, ONA will begin to provide
MAI with mutually defined reports summarizing its handling of
Legacy Customer calls.
(2) MAI shall continue to invoice its customers pursuant to the
Existing Customer Agreements and be responsible for the collection
of those invoices from its customers. As part of this function,
MAI will retain the authority to determine if and when service to a
particular customer should be terminated and it will notify ONA of
any such termination of service. Until receipt of such
notification from MAI, ONA shall continue to provide service to
customers as required by that customer's Existing Customer
Agreement and shall be entitled to be paid by MAI for such service
as provided by this Agreement.
Following execution of this Agreement, the parties agree to begin
working together to determine if it is practical and economical to
transfer responsibility for the billing of and collection from
Legacy Customers to ONA. Part of this process will be negotiation
of the amount MAI will pay ONA to assume these functions if the
parties decide to proceed with a transfer of these functions to
ONA.
Schedule F - 3 11/25/96
MAI Systems Corp.
<PAGE> 28
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
4. TRANSITION
The parties agree to work together to make the transfer of the service work
for Existing Customers from MAI to ONA as smooth as possible. As part of
this transition, MAI will provide ONA with access to its customer service
database and work with ONA to transfer the information in that database
into ONA's customer service database so that it will be in place and useable
by ONA on the Effective Date of this Agreement.
5. PAYMENT
a. For ONA's provision of Equipment Support under an Existing Customer
Agreement MAI will pay [**] The parties recognize that MAI may bill its
customers in advance for the Equipment Support being provided by ONA and
that it may recognize revenue incrementally as the support is provided.
Further, the parties recognize that MAI may establish a reserve for
non-payment which reserve shall be consistent with GAAP accounting
principles and shall be consistent with MAI's past collection experience
of its Existing Customer Agreements.
b. MAI will pay ONA the payment required pursuant to subparagraph (a),
above, monthly in arrears on or before the fifteenth day of each
month.ONA will not invoice MAI for these amounts.
c. ONA will provide MAI with such information as is necessary for MAI to
bill its customers for non-recurring Equipment Support provided by ONA,
such as Installation, Time and Materials, and Warranty Service.
d. Both parties shall have the right to audit the billing and collection
being done by the other related to this Agreement and each shall provide
the other with full access to its pertinent financial records for the
purpose of such audits. Such access shall be at a reasonable time
agreed upon in advance and shall include the right to make copies of
material records upon confirmation of materiality by the audited party.
All records produced and/or copied by the auditing party are deemed
Confidential and protected by the confidentiality provisions of this
Agreement. Any variations from previously reported figures disclosed by
such audits shall be settled between the parties by payment within
thirty (30) days of the discovery of such variation.
Schedule F - 4 11/25/96
MAI Systems Corp.
<PAGE> 29
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
6. REVENUE BASED PAYMENT ADJUSTMENT
a. Adjustment. MAI has represented to ONA that, as of the Effective Date,
the Existing Customer Agreements are generating approximately [**] The
parties agree that if, during calendar years 1997, 1998, and 1999, the
actual revenue generated by the Existing Customer Agreements (the
"Actual Revenue") during a calendar quarter is less than the Target
Revenue, ONA's percentage of the revenue from the Existing Customer
Agreements shall be increased by [**] that the Actual Revenue is less
than the Target Revenue.
For example, if the Actual Revenue during the first full calendar
quarter of this Agreement is [**] MAI will at that time pay ONA the
difference between the amount MAI has paid ONA on Existing Customer
Agreement revenue during that calendar quarter at the [**] rate and what
it would have paid at the [**] rate.
Implementation. These changes in the revenue percentage, if any, will
be implemented by reviewing the Actual Revenue at the end of each full
calendar quarter during the contract term and adjusting the percentage
rate accordingly. This adjustment will be retroactive to the beginning
of that calendar quarter and any payments required to effectuate that
adjustment for the calendar quarter just ended will be made within ten
(10) business days. ONA's percentage of revenue during the following
calendar quarter will be based on the adjusted percentage rate, which
will then be re-evaluated and adjusted as necessary at the end of the
following calendar quarter.
b. Remanco. Revenue from MAI's agreement with Remanco International, Inc.
which has been assigned to ONA pursuant to a separate document has not
been included in the Target Revenue and shall not be considered for the
purposes of this Section of this Agreement.
7. PARTS
a. MAI will consign to ONA its current inventory of Parts being used by it
to perform Equipment Support pursuant to Existing Customer Agreements
(the "Consigned Parts"). MAI represents and warrants to ONA that this
inventory of Consigned Parts is adequate in size and mix to properly
perform the Equipment Support ONA will be providing for Existing
Customers as of the Effective Date of this Agreement.
Schedule F - 5 11/25/96
MAI Systems Corp.
<PAGE> 30
b. ONA will be responsible for the physical transfer of the Consigned Parts
from MAI to ONA. MAI agrees to cooperate fully with ONA in order to
enable the smooth transfer of the Consigned Parts. Within 90 days of
the Effective Date, ONA will perform a physical inventory of the
Consigned Parts and provide MAI with a written list of the Consigned
Parts.
c. ONA will be responsible for maintaining the Consigned Parts in the
general condition and quantities as they were received from MAI. ONA
shall keep the Consigned Parts in such a manner so that they are
separately identifiable from ONA owned Parts. As the Consigned Parts
are used by ONA to perform Equipment Support, ONA shall replace them
with the exchanged part from the customer equipment, after first making
any necessary repairs to the exchanged part. Exchanged parts which are
not repairable shall be replaced by ONA. ONA will be subcontracting the
actual repair of the Consigned Parts to a third party and MAI hereby
consents to that subcontracting.
Amounts or types of Parts added to the Consigned Parts by ONA shall be
the property of ONA and shall not be delivered to MAI upon termination
of this Agreement.
Should it become impractical for ONA to obtain replacement parts (either
because they are not reasonably available or not reasonably affordable)
ONA shall not be required to replace unrepairable portions of the
Consigned Inventory and shall be relieved of its obligation to provide
Equipment Support to the extent it is prevented from doing so by this
inability to obtain replacement parts.
d. Upon termination of this Agreement, ONA will return the Consigned Parts
to MAI in the quantities and condition it received them from MAI,
ordinary wear and tear excepted.
e. ONA agrees that MAI may search all pertinent public records, file
financing statements, and take other necessary steps to protect MAI's
ownership of the Consigned Parts against claims of creditors and carry
out the purposes of this Agreement. ONA agrees to promptly execute and
deliver to MAI all financing statements and other documents necessary to
permit MAI to carry out such steps and otherwise cooperate with MAI's
efforts to protect its ownership of the Consigned Parts.
8. TOOLS
a. MAI will loan to ONA its current inventory of tools (including laptop
computers and diagnostic software) being used by its field engineer work
force or repair center to perform Equipment Support pursuant to Existing
Customer Agreements (the "Consigned Tools"). MAI represents and
warrants to ONA that this inventory of Consigned Tools is adequate in
size and mix to properly perform the Equipment Support ONA will be
providing for Existing Customers as of the Effective Date of this
Agreement. The Consigned Tools shall remain the property of MAI. ONA
will be
Schedule F - 6 11/25/96
MAI Systems Corp.
<PAGE> 31
responsible for maintaining the Consigned Tools in the general condition
as they were received from MAI, ordinary wear and tear excepted.
b. ONA will be responsible for the physical transfer of the Consigned Tools
from MAI to ONA. MAI agrees to cooperate fully with ONA in order to
enable the smooth transfer of the Consigned Tools. Within 90 days of the
Effective Date, ONA will perform a physical inventory of the Consigned
Tools and provide MAI with a written list of the Consigned Tools.
c. ONA shall keep the Consigned Tools in such a manner so that they are
separately identifiable from ONA owned tools. Upon termination of this
Agreement, ONA will return the Consigned Tools to MAI in the condition
it received them from MAI, ordinary wear and tear excepted.
d. ONA agrees that MAI may search all pertinent public records, file
financing statements, and take other necessary steps to protect MAI's
ownership of the Consigned Tools against claims of creditors and carry
out the purposes of this Agreement. ONA agrees to promptly execute and
deliver to MAI all financing statements and other documents necessary to
permit MAI to carry out such steps and otherwise cooperate with MAI's
efforts to protect its ownership of the Consigned Tools.
Schedule F - 7 11/25/96
MAI Systems Corp.
<PAGE> 32
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
9. WARRANTY SERVICE
a. ONA will provide Warranty Service under warranty obligations in place on
the Effective Date of this Agreement in accordance with those warranties
and will seek reimbursement from the warranty provider in accordance
with its usual terms. Where the warranty provider is MAI, MAI will
reimburse ONA on a Time and Materials basis at the reduced rates of [**]
during Normal Service Hours and eighty-five dollars per hour [**]
outside Normal Service Hours
10. NEW BUSINESS DEVELOPMENT
a. EXISTING CUSTOMERS. Except for those Existing Customers with whom ONA
or its corporate affiliates has a pre-existing relationship as of the
Effective Date of this Agreement, ONA shall not solicit or contract
with Existing Customers for any products or services without MAI's
express written consent. Except as expressly prohibited by this
provision, ONA shall not be limited in its ability to conduct it
business as if it had not entered into this Agreement with MAI.
MAI agrees not to unreasonably withhold or delay its consent to
requests from ONA to solicit or contract with Existing Customers for
the sale of products or services which are not competitive with a
product or service sold by MAI. In granting its consent, MAI shall be
entitled to place reasonable restrictions on the manner in which ONA
interacts with the Existing Customers, for example by precluding the
involvement of the ONA employees who provide Equipment Support for that
Existing Customer pursuant to this Agreement. In the event MAI
withholds its consent to a request by ONA to solicit or contract with
an Existing Customer, ONA shall be entitled to terminate this Agreement
upon one hundred eighty (180) days prior written notice to MAI without
further liability or obligation to MAI. ONA's failure to exercise this
right to terminate on one or more occasions when it has the opportunity
to do so shall not be deemed to constitute a waiver of such right or
any other rights hereunder
b. MAI NON-SERVICE CUSTOMERS. There are persons using MAI hardware and
software who, as of the Effective Date, do not have an existing
agreement with MAI for Equipment Support ("MAI Non-Service Customers").
ONA is free to solicit contracts with MAI Non-Service Customers for any
types of products or services, including contracts for all types of
Equipment Support. Contracts for Equipment Support with MAI Non-
Service Customers shall be entered into between the customer and MAI,
on terms negotiated by ONA, and shall be treated as Existing Customer
Agreements for purposes of this Agreement.
Schedule F-32
11/25/96
MAI SYSTEMS CORP.
<PAGE> 33
MAI agrees to reimburse ONA for thirty percent (30%) of the sales costs
(including the sales commission) it incurs in connection with obtaining
a Contract for Equipment Support with an MAI Non-Service Customer.
Schedule F - 9 11/25/96
MAI Systems Corp.
<PAGE> 34
ASSIGNMENT OF SERVICES AGREEMENT
AGREEMENT MADE this __________________________ day of December, 1996 by and
between MAI Systems Corporation, a Delaware corporation, 9600 Jeronimo Road,
Irvine, California 92718 ("MAI") and Olivetti North America, Inc., a Washington
corporation, 22425 East Appleway, Liberty Lake, Washington, 99019-9532 ("ONA")
with reference to the following facts:
A. On or about October 1, 1995, MAI entered into a Services Agreement (the
"Services Agreement") with Remanco International, Inc. ("Remanco")
pursuant to which Remanco engaged MAI as the exclusive provider of
support services to certain Remanco customers.
B. Concurrent with the effective date of this Assignment, MAI will
discontinue providing support services of the type described in the
Service Agreement. MAI has engaged ONA to provide support services on
its behalf to its customer base.
C. Remanco has agreed to permit ONA to be the exclusive provider of
support services to its customers on the same terms and conditions that
MAI has provided such services that ONA agree to assume MAI's
obligations set forth in the Services Agreement.
D. MAI has agreed to assign to ONA all of its rights under the Services
Agreement, except as specifically provided herein.
NOW THEREFORE, INC CONSIDERATION OF THE COVENANTS PROVIDED HEREUNDER, the
parties agree as follows:
1. EFFECTIVE DATE
The Effective Date shall be the effective date set forth in the Equipment
Support Subcontract between ONA and MAI which the parties contemplate
executing concurrently with this Assignment.
2. ASSIGNMENT
MAI transfers and assigns all of its rights under the Services Agreement to
ONA subject to the following:
(a) MAI shall cosign the Service Assets described in Section 2.3 of the
Services Agreement to ONA. ONA shall keep the Service Assets in such a
manner that they are separately identifiable from ONA-owned tools. Upon
termination of the Services Agreement, ONA will return the cosigned
Service Assets to MAI in the condition it received them from MAO,
ordinary wear and tear expected. ONA agrees that MAI may search all
pertinent public records, file financing statements and take other
necessary steps to protect MAI's interest in the Service Assets against
claims of creditors and carry out the purposes of this Assignment. ONA
agrees to promptly execute and deliver to MAI all financing statements
and other documents necessary to permit MAI to carry out such steps and
otherwise cooperate with MAI's efforts to protect its interests in the
Service Assets.
(b) Nothing herein shall be deemed to entitle ONA to any fee which accrued
in favor of MAI on or before the Effective Date.
(c) Nothing herein shall be deemed to grant to ONA any interest in the loan
which is described in Section 8.3 of the Services Agreement.
(d) Section 11.2 of the Service Agreement shall be amended in its entirety
as follows:
"Remanco and ONA compete in the sale of POS equipment in North America. The
parties agree that if their competitive relationship interferes with the
services that ONA is obligated to provide hereunder, either party may, upon
ninety (90) days notice to the other, terminate this Agreement without penalty.
In the event of such termination, nothing in this Agreement shall be construed
to prevent Remanco from hiring or attempting to hire any former Remanco
employee then working for ONA."
3. ACCEPTANCE OF ASSIGNMENT
ONA accepts the assignment of the Service Agreement on the terms and
conditions herein provided.
IN WITNESS WHEREOF the parties have executed this Assignment of Services
Agreement on the day and year first written above.
MAI Systems Corporation Olivetti North America, Inc.
By: /s/ JAMES DUPLEX By:
------------------------------- -------------------------
James Duplex
Vice President
Schedule G - 1 11/25/96
MAI Systems Corp.
<PAGE> 35
Remanco International, Inc. hereby consents to the above assignment and
assumption and represents and warrants that MAI Corporation is in full
compliance with the terms and conditions of the Services Agreement and to the
best of its knowledge is not in default of any obligation thereunder.
Remanco International, Inc.
By: /s/ RAY S. ROBERTS
------------------------------
Ray S. Roberts
Chief Operating Officer
Schedule G - 2 11/25/96
MAI Systems Corp.
<PAGE> 36
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 719230001 [**] Banff AB 00000 [**]
CLS 3010 035281001 [**] Calgary AB 00000 [**]
CLS 3010 035292001 [**] Calgary AB 00000 [**]
HIS 7010 710930001 [**] Calgary AB 00000 [**]
HIS 7010 718880001 [**] Calgary AB 00000 [**]
HIS 7010 721460001 [**] Calgary AB 00000 [**]
MAI / MFC 4010 021331006 [**] Edmonton AB 00000 [**]
HIS 7010 709330999 [**] Edmonton AB 00000 [**]
HIS 7010 714640999 [**] Edmonton AB 00000 [**]
MAI / MFC 4010 021427001 [**] Windsor AB 00000 [**]
CLS 3010 034920001 [**] Anchorage AK 99501 [**]
CLS 3010 035028001 [**] Anchorage AK 99501 [**]
CLS 3010 035532001 [**] Anchorage AK 99502 [**]
CLS 3010 036541001 [**] Anchorage AK 99501 [**]
HIS 7010 719520001 [**] Anchorage AK 99501 [**]
HIS 7010 721190001 [**] Dutch Harbor AK 99692 [**]
HIS 7010 719100001 [**] Fairbanks AK 99701 [**]
HIS 7010 720450001 [**] Fairbanks AK 99701 [**]
HIS 7010 721410001 [**] Fairbanks AK 99709 [**]
HIS 7010 710240001 [**] Girdwood AK 99587 [**]
CLS 3010 035034001 [**] Juneau AK 99801 [**]
CLS 3010 035050001 [**] Juneau AK 99801 [**]
HIS 7010 717370001 [**] Nome AK 99762 [**]
CLS 3010 035054001 [**] Tok Junction AK 99780 [**]
CLS 3010 035062001 [**] Valdez AK 99686 [**]
MAI / MFC 1020 025905001 [**] Alexander City AL 35010 [**]
MAI / MFC 1010 005401001 [**] Birmingham AL 35201 [**]
MAI / MFC 1020 008663001 [**] Birmingham AL 35201 [**]
MAI / MFC 1010 014144019 [**] Birmingham AL 35211 [**]
MAI / MFC 1010 014144039 [**] Birmingham AL 35211 [**]
MAI / MFC 1020 015556001 [**] Birmingham AL 35218 [**]
MAI / MFC 1010 021455001 [**] Birmingham AL 35222 [**]
CLS 3010 034790001 [**] BIRMINGHAM AL 35213 [**]
HIS 7010 717330001 [**] Birmingham AL 35223 [**]
HIS 7010 719270001 [**] Birmingham AL 35224 [**]
HIS 7010 719760001 [**] Birmingham AL 35243 [**]
HIS 7010 719960001 [**] Birmingham AL 35209 [**]
HIS 7010 721150001 [**] Birmingham AL 35203 [**]
MAI / MFC 1010 007887012 [**] Decatur AL 35601 [**]
MAI / MFC 1010 018661010 [**] Dothan AL 36301 [**]
MAI / MFC 1010 008464005 [**] Mobile AL 36610 [**]
HIS 7010 710130001 [**] Mobile AL 36602 [**]
HIS 7010 720110001 [**] Mobile AL 36619 [**]
HIS 7010 720110002 [**] Mobile AL 36619 [**]
MAI / MFC 1010 008663503 [**] MONTGOMERY AL 36108 [**]
HIS 7010 716950001 [**] Montgomery AL 36104 [**]
MAI / MFC 1010 008663501 [**] Shannon AL 35142 [**]
MAI / MFC 1010 018661012 [**] Trussville AL 35173 [**]
HIS 7010 719580001 [**] Tuscaloosa AL 35401 [**]
HIS 7010 720230001 [**] Tuscaloosa AL 36619 [**]
CLS 3010 036574001 [**] Tuskegee AL 36008 [**]
CLS 3010 036574002 [**] Tuskegee AL 36088 [**]
HIS 7010 712280001 [**] Bentonville AR 72712 [**]
HIS 7010 712370001 [**] Camden AR 71701 [**]
HIS 7010 714910001 [**] Conway AR 72032 [**]
MAI / MFC 9999 037338007 [**] Harrisburg AR 64063 [**]
MAI / MFC 1010 020838001 [**] Harrison AR 72601 [**]
HIS 7010 712640001 [**] Henderson AR 72544 [**]
MAI / MFC 1030 032385501 [**] Hot Springs AR 71902 [**]
HIS 7010 710500001 [**] Hot Springs AR 71902 [**]
HIS 7010 714960001 [**] Jacksonville AR 72076 [**]
MAI / MFC 1010 007887001 [**] Little Rock AR 72207 [**]
MAI / MFC 1010 014144033 [**] Little Rock AR 72117 [**]
MAI / MFC 1010 014144038 [**] Little Rock AR 72117 [**]
MAI / MFC 1010 019151001 [**] Little Rock AR 72209 [**]
MAI / MFC 1010 025277001 [**] Little Rock AR 72219 [**]
MAI / MFC 1010 033813015 [**] Little Rock AR 72209 [**]
MAI / MFC 1010 007887009 [**] Springdale AR 72766 [**]
CLS 3010 022228504 [**] Bullhead City AZ 89100 [**]
HIS 7010 711160001 [**] Carefree AZ 85377 [**]
HIS 7010 715060001 [**] Carefree AZ 85377 [**]
MAI / MFC 1020 031727002 [**] Casa Grande AZ 85222 [**]
CLS 3010 034694001 [**] CASA GRANDE AZ 85222 [**]
CLS 3010 035057001 [**] Flagstaff AZ 86001 [**]
CLS 3010 036769001 [**] Flagstaff AZ 86004 [**]
MAI / MFC 1010 036853001 [**] Flagstaff AZ 86001 [**]
CLS 3010 036865001 [**] Flagstaff AZ 86001 [**]
HIS 7010 710370001 [**] Flagstaff AZ 86001 [**]
HIS 7010 712580001 [**] Flagstaff AZ 86001 [**]
HIS 7010 714940001 [**] Flagstaff AZ 86004 [**]
MAI / MFC 1020 007225001 [**] Glendale AZ 85302 [**]
MAI / MFC 1020 007228001 [**] Glendale AZ 85303 [**]
MAI / MFC 1010 009751005 [**] Glendale AZ 85301 [**]
CLS 3010 036807001 [**] Grand Canyon AZ 86023 [**]
CLS 3010 037251001 [**] Litchfield Park AZ 85340 [**]
MAI / MFC 5010 134940001 [**] LITCHFIELD PARK AZ 85340 [**]
HIS 7010 721750001 [**] Litchfield Park AZ 85340 [**]
MAI / MFC 1020 010576001 [**] Marana AZ 85238 [**]
CLS 3010 034624001 [**] MESA AZ 85202 [**]
CLS 3010 036769004 [**] North Rim AZ 86023 [**]
CLS 3010 035025001 [**] Page AZ 86040 [**]
CLS 3010 035025003 [**] Page AZ 86040 [**]
CLS 3010 035025011 [**] Page AZ 86040 [**]
MAI / MFC 1020 000779002 [**] Phoenix AZ 85017 [**]
CLS 3010 002165003 [**] Phoenix AZ 85008 [**]
MAI / MFC 1020 003555001 [**] PHOENIX AZ 85034 [**]
MAI / MFC 1020 004854001 [**] Phoenix AZ 85009 [**]
MAI / MFC 1020 004854004 [**] Phoenix AZ 85005 [**]
MAI / MFC 1020 007224001 [**] Phoenix AZ 85029 [**]
MAI / MFC 1020 007226001 [**] Phoenix AZ 85021 [**]
MAI / MFC 1020 007227001 [**] Phoenix AZ 85029 [**]
MAI / MFC 1020 007229001 [**] Phoenix AZ 85021 [**]
MAI / MFC 1020 007230001 [**] Phoenix AZ 85021 [**]
MAI / MFC 1020 007231001 [**] Phoenix AZ 85043 [**]
MAI / MFC 1020 015558001 [**] Phoenix AZ 85005 [**]
MAI / MFC 1020 017245001 [**] Phoenix AZ 85034 [**]
Appendix F-1-5
<PAGE> 37
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1020 017245003 [**] Phoenix AZ 85018 [**]
CLS 3010 002135002 [**] Phoenix AZ 85008 [**]
MAI / MFC 1020 031164001 [**] Phoenix AZ 85007 [**]
MAI / MFC 4010 031180001 [**] Phoenix AZ 85043 [**]
MAI / MFC 1020 031748001 [**] Phoenix AZ 85004 [**]
MAI / MFC 1030 032086001 [**] Phoenix AZ 85043 [**]
MAI / MFC 1030 032167001 [**] Phoenix AZ 85031 [**]
MAI / MFC 4010 032203014 [**] Phoenix AZ 00000 [**]
MAI / MFC 1020 032809001 [**] Phoenix AZ 85021 [**]
CLS 3010 034817001 [**] PHOENIX AZ 85011 [**]
MAI / MFC 1080 036426001 [**] Phoenix AZ 85004 [**]
CLS 3010 037270001 [**] Phoenix AZ 85028 [**]
GSI 9010 037299001 [**] Phoenix AZ 85041 [**]
HIS 7010 710490001 [**] Phoenix AZ 85016 [**]
HIS 7010 713160001 [**] Phoenix AZ 85013 [**]
HIS 7010 713280001 [**] Phoenix AZ 85251 [**]
HIS 7010 713550001 [**] Phoenix AZ 85016 [**]
HIS 7010 713720001 [**] Phoenix AZ 85016 [**]
HIS 7010 713840001 [**] Phoenix AZ 85008 [**]
HIS 7010 719590001 [**] Phoenix AZ 85021 [**]
HIS 7010 721840001 [**] Phoenix AZ 85051 [**]
CLS 3010 034946001 [**] Prescott AZ 86301 [**]
CLS 3010 036867001 [**] Rio Rico AZ 85621 [**]
HIS 7010 719240001 [**] Rio Rico AZ 85648 [**]
MAI / MFC 1020 031129001 [**] Scottsdale AZ 85258 [**]
CLS 3010 033949001 [**] Scottsdale AZ 85253 [**]
CLS 3010 034637001 [**] Scottsdale AZ 85251 [**]
CLS 3010 036673001 [**] Scottsdale AZ 85260 [**]
HIS 7010 719150001 [**] Scottsdale AZ 85253 [**]
HIS 7010 719310001 [**] Scottsdale AZ 85251 [**]
HIS 7010 719490001 [**] Scottsdale AZ 85253 [**]
HIS 7010 720740001 [**] Scottsdale AZ 85253 [**]
HIS 7010 720970001 [**] Scottsdale AZ 85251 [**]
CLS 3010 034509001 [**] Sedona AZ 86336 [**]
CLS 3010 037463001 [**] Sedona AZ 86336 [**]
HIS 7010 711550001 [**] Sedona AZ 86336 [**]
CLS 3010 034953001 [**] SIERRA VISTA AZ 85635 [**]
HIS 7010 720950001 [**] Sun City West AZ 85375 [**]
MAI / MFC 1010 000851007 [**] Tempe AZ 85281 [**]
MAI / MFC 1020 018296001 [**] Tempe AZ 85252 [**]
CLS 3010 035043001 [**] Tempe AZ 85282 [**]
MAI / MFC 1020 035652001 [**] Tempe AZ 85281 [**]
HIS 7010 711310001 [**] Tempe AZ 85282 [**]
HIS 7010 713950001 [**] Tempe AZ 85282 [**]
HIS 7010 719850001 [**] Tempe AZ 85281 [**]
CLS 3010 022228503 [**] Temple Bar AZ 86443 [**]
MAI / MFC 1020 004856001 [**] Tucson AZ 85719 [**]
MAI / MFC 1020 006369001 [**] Tucson AZ 85713 [**]
MAI / MFC 1020 017934001 [**] Tucson AZ 85713 [**]
CLS 3010 020366001 [**] Tucson AZ 85710 [**]
CLS 3010 034670001 [**] Tucson AZ 85706 [**]
HIS 7010 716880001 [**] Tucson AZ 85715 [**]
HIS 7010 721700001 [**] Tucson AZ 85704 [**]
CLS 3010 003155001 [**] Tuscon AZ 85715 [**]
HIS 7010 718150001 [**] Tuscon AZ 85701 [**]
HIS 7010 718150002 [**] Tuscon AZ 85701 [**]
HIS 7010 721600001 [**] Tuscon AZ 85718 [**]
MAI / MFC 1010 036853002 [**] Williams AZ 86046 [**]
CLS 3010 036865002 [**] Williams AZ 86046 [**]
CLS 3010 035120001 [**] Campbell River BC 00000 [**]
MAI / MFC 1020 035895001 [**] Delta BC 00000 [**]
CLS 3010 035271003 [**] Hull BC 00000 [**]
CLS 3010 035592001 [**] Kamloops BC 00000 [**]
CLS 3010 035267001 [**] Kelowna BC 00000 [**]
CLS 3010 035227001 [**] Penticton BC 00000 [**]
CLS 3010 036538001 [**] Penticton BC 00000 [**]
CLS 3010 036537001 [**] Terrace BC 00000 [**]
CLS 3010 035196001 [**] Vancouver BC 00000 [**]
CLS 3010 035268001 [**] Vancouver BC 00000 [**]
CLS 3010 035274001 [**] Vancouver BC 00000 [**]
CLS 3010 035288001 [**] Vancouver BC 00000 [**]
CLS 3010 035592002 [**] Vancouver BC 00000 [**]
CLS 3010 036569001 [**] Vancouver BC 00000 [**]
HIS 7010 705600999 [**] Vancouver BC 00000 [**]
HIS 7010 711670001 [**] Vancouver BC 00000 [**]
HIS 7010 718040001 [**] Vancouver BC 00000 [**]
CLS 3010 013739003 [**] Victoria BC 00000 [**]
CLS 3010 035232001 [**] Victoria BC 00000 [**]
MAI / MFC 1010 009678001 [**] Anaheim CA 92806 [**]
CLS 3010 020989001 [**] Anaheim CA 92802 [**]
CLS 3010 021086001 [**] Anaheim CA 92802 [**]
CLS 3010 030508001 [**] Anaheim CA 92802 [**]
CLS 3010 030508002 [**] Anaheim CA 92802 [**]
CLS 3010 031550001 [**] Anaheim CA 92802 [**]
MAI / MFC 1010 033123001 [**] Anaheim CA 92808 [**]
CLS 3010 033290001 [**] ANAHEIM CA 92807 [**]
CLS 3010 034987001 [**] ANAHEIM CA 92805 [**]
CLS 3010 034996001 [**] Anaheim CA 92802 [**]
CLS 3010 037137001 [**] Anaheim CA 92802 [**]
HIS 7010 714850001 [**] Anaheim CA 92802 [**]
HIS 7010 718090001 [**] Anaheim CA 92802 [**]
CLS 3010 034906001 [**] APTOS CA 95003 [**]
CLS 3010 034860001 [**] Artesia CA 90701 [**]
HIS 7010 719360001 [**] Avila Beach CA 93424 [**]
MAI / MFC 1010 021698001 [**] Bakersfield CA 93311 [**]
MAI / MFC 1010 033206001 [**] Bakersfield CA 93308 [**]
CLS 3010 034885001 [**] Bakersfield CA 93306 [**]
MAI / MFC 1010 036134002 [**] Bakersfield CA 93305 [**]
HIS 7010 710750001 [**] Bakersfield CA 93308 [**]
HIS 7010 712250001 [**] Bakersfield CA 93308 [**]
HIS 7010 719090001 [**] Bakersfield CA 93304 [**]
HIS 7010 719670001 [**] Bakersfield CA 93309 [**]
CLS 3010 033920001 [**] Baldwin Park CA 91706 [**]
MAI / MFC 1010 037118016 [**] Bell Gardens CA 90201 [**]
HIS 7010 711360001 [**] Berkeley CA 94720 [**]
HIS 7010 711830001 [**] Berkeley CA 94705 [**]
Appendix F-1-6
<PAGE> 38
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 720940001 [**] Bermuda Dunes CA 92203 [**]
HIS 7010 711010001 [**] Beverly Hills CA 90210 [**]
HIS 7010 711020001 [**] Beverly Hills CA 90210 [**]
HIS 7010 712030001 [**] Beverly Hills CA 90219 [**]
HIS 7010 719121001 [**] Beverly Hills CA 90212 [**]
HIS 7010 717942099 [**] Big Sur CA 93920 [**]
HIS 7010 718430001 [**] Big Sur CA 93920 [**]
MAI / MFC 1010 033203001 [**] BIOLA CA 93602 [**]
CLS 3010 032229001 [**] Borrego Springs CA 92004 [**]
CLS 3010 033017001 [**] Borrego Springs CA 92004 [**]
HIS 7010 718930001 [**] Borrego Springs CA 92004 [**]
CLS 3010 037123001 [**] Buena Park CA 90620 [**]
HIS 7010 714990001 [**] Buena Park CA 90620 [**]
CLS 3010 002827001 [**] Burbank CA 91505 [**]
MAI / MFC 1010 021554001 [**] Burbank CA 91502 [**]
HIS 7010 711380001 [**] Burlingame CA 94010 [**]
HIS 7010 712350001 [**] Burlingame CA 94010 [**]
MAI / MFC 1010 005960001 [**] Calabasas CA 91302 [**]
CLS 3010 011684005 [**] Calabasas CA 91302 [**]
CLS 3010 037219005 [**] Calabasas CA 91302 [**]
HIS 7010 717320001 [**] Calistoga CA 94515 [**]
CLS 3010 011684004 [**] Camarillo CA 93010 [**]
CLS 3010 011684009 [**] Camarillo CA 93031 [**]
CLS 3010 037219003 [**] Camarillo CA 93010 [**]
CLS 3010 037219008 [**] Camarillo CA 93031 [**]
HIS 7010 720400001 [**] Camp Pendleton CA 92055 [**]
HIS 7010 721330001 [**] Camp Pendleton CA 92055 [**]
HIS 7010 711470001 [**] Campbell CA 95008 [**]
HIS 7010 718580001 [**] Campbell CA 95008 [**]
MAI / MFC 1010 008082002 [**] Carlsbad CA 92009 [**]
CLS 3010 018149002 [**] Carlsbad CA 92008 [**]
CLS 3010 034564001 [**] Carlsbad CA 92008 [**]
CLS 3010 034734001 [**] Carlsbad CA 92009 [**]
CLS 3010 034567001 [**] Carmel CA 93923 [**]
HIS 7010 711600001 [**] Carmel CA 93923 [**]
HIS 7010 718630001 [**] Carmel CA 93923 [**]
MAI / MFC 1010 020668002 [**] Carmel Valley CA 93924 [**]
MAI / MFC 1010 036134003 [**] Carson CA 90746 [**]
HIS 7010 713700001 [**] Cathedral City CA 92234 [**]
MAI / MFC 1010 017183006 [**] Cerritos CA 90701 [**]
MAI / MFC 1010 017183007 [**] Cerritos CA 90701 [**]
MAI / MFC 1010 036134001 [**] Cerritos CA 90701 [**]
MAI / MFC 1010 033813028 [**] Cerritos CA 90701 [**]
CLS 3010 034913001 [**] Cerritos CA 90701 [**]
MAI / MFC 1010 000851001 [**] Chatsworth CA 91311 [**]
MAI / MFC 4010 003037001 [**] Chatsworth CA 91311 [**]
MAI / MFC 1010 032571001 [**] Chatsworth CA 91311 [**]
MAI / MFC 1010 014974002 [**] Chico CA 95928 [**]
MAI / MFC 4010 021415001 [**] Chino CA 91710 [**]
MAI / MFC 1010 030227001 [**] Chino CA 91710 [**]
MAI / MFC 1010 011690001 [**] City of Commerce CA 90040 [**]
MAI / MFC 1010 018147001 [**] City of Commerce CA 90040 [**]
MAI / MFC 1010 032176006 [**] City of Commerce CA 90040 [**]
CLS 3010 032221001 [**] City of Commerce CA 90040 [**]
MAI / MFC 1010 020647001 [**] City of Industry CA 91748 [**]
MAI / MFC 1010 031153001 [**] City of Industry CA 91746 [**]
MAI / MFC 1010 031153002 [**] City Of Industry CA 91746 [**]
MAI / MFC 4010 031919001 [**] City of Industry CA 91746 [**]
HIS 7010 711520001 [**] Claremont CA 91711 [**]
HIS 7010 711820001 [**] Claremont CA 91711 [**]
HIS 7010 710810001 [**] Clearlake CA 95422 [**]
CLS 3010 036567001 [**] Coalinga CA 93210 [**]
CLS 3010 037461001 [**] Coalinga CA 93210 [**]
HIS 7010 710680001 [**] Concord CA 94520 [**]
HIS 7010 714890001 [**] Concord CA 94520 [**]
HIS 7010 719650001 [**] Concord CA 94520 [**]
HIS 7010 799990999 [**] Concord CA 00000 [**]
HIS 7010 799999990 [**] Concord CA 00000 [**]
HIS 7010 799999999 [**] Concord CA 00000 [**]
MAI / MFC 1010 037493001 [**] Corona CA 91720 [**]
HIS 7010 715260001 [**] Coronado CA 92118 [**]
HIS 7010 716810001 [**] Coronado CA 92118 [**]
HIS 7010 710790001 [**] Corte Madera CA 94925 [**]
HIS 7010 717020001 [**] Corte Madera CA 94925 [**]
MAI / MFC 1010 015758001 [**] Costa Mesa CA 92626 [**]
CLS 3010 033924001 [**] Costa Mesa CA 92626 [**]
CLS 3010 036547001 [**] Costa Mesa CA 92626 [**]
CLS 3010 036598001 [**] Costa Mesa CA 92626 [**]
GSI 9010 036938001 [**] Costa Mesa CA 92627 [**]
HIS 7010 711560999 [**] Costa Mesa CA 92626 [**]
HIS 7010 758580999 [**] Cotati CA 94931 [**]
MAI / MFC 1010 007835505 [**] Cucamonga CA 92400 [**]
MAI / MFC 1010 019950001 [**] Culver City CA 90232 [**]
CLS 3010 036595001 [**] Culver City CA 90230 [**]
HIS 7010 714580001 [**] Cupertino CA 95014 [**]
CLS 3010 036891001 [**] Death Valley CA 92328 [**]
CLS 3010 036891002 [**] Death Valley CA 92328 [**]
CLS 3010 035494001 [**] Del Mar CA 92014 [**]
CLS 3010 036579001 [**] Del Mar CA 92014 [**]
HIS 7010 712430999 [**] Diamond Bar CA 91765 [**]
HIS 7010 712490001 [**] Diamond Bar CA 91765 [**]
MAI / MFC 1010 037118002 [**] Duarte CA 91010 [**]
MAI / MFC 1010 037118003 [**] Duarte CA 91010 [**]
MAI / MFC 1010 037118005 [**] Duarte CA 91010 [**]
MAI / MFC 1010 037118014 [**] Duarte CA 91010 [**]
MAI / MFC 1010 032008001 [**] Ducor CA 93218 [**]
MAI / MFC 1010 007511002 [**] El Cajon CA 92021 [**]
CLS 3010 004580506 [**] El Segundo CA 90245 [**]
HIS 7010 712540001 [**] Emeryville CA 94608 [**]
CLS 3010 034865001 [**] ENCINITAS CA 92024 [**]
CLS 3010 034833001 [**] Encino CA 91436 [**]
MAI / MFC 4010 016788001 [**] Escondido CA 92029 [**]
CLS 3010 030143001 [**] Escondido CA 92025 [**]
CLS 3010 030749001 [**] Escondido CA 92026 [**]
MAI / MFC 1010 036134005 [**] Escondido CA 92029 [**]
HIS 7010 711610001 [**] Eureka CA 95501 [**]
Appendix F-1-7
<PAGE> 39
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 713880001 [**] Eureka CA 95501 [**]
CLS 3010 034776001 [**] Fish Camp CA 93623 [**]
MAI / MFC 1010 037118009 [**] Fountain Valley CA 92708 [**]
MAI / MFC 1010 000851504 [**] Fremont CA 94539 [**]
MAI / MFC 1030 002695001 [**] Fresno CA 93711 [**]
MAI / MFC 1010 021698002 [**] Fresno CA 93710 [**]
MAI / MFC 1010 032868001 [**] Fresno CA 93725 [**]
MAI / MFC 1010 032868003 [**] Fresno CA 93745 [**]
MAI / MFC 1010 033203002 [**] Fresno CA 93727 [**]
CLS 3010 034828001 [**] Fresno CA 93711 [**]
CLS 3010 034828002 [**] Fresno CA 93726 [**]
CLS 3010 034828004 [**] Fresno CA 93727 [**]
MAI / MFC 1010 036134006 [**] Fresno CA 93726 [**]
MAI / MFC 1010 037101001 [**] Fresno CA 93727 [**]
MAI / MFC 1010 015709001 [**] Fullerton CA 92631 [**]
HIS 7010 714200001 [**] Fullerton CA 92631 [**]
MAI / MFC 4010 032203018 [**] Garden Grove CA 92641 [**]
HIS 7010 715610001 [**] Garden Grove CA 92640 [**]
MAI / MFC 1010 014327001 [**] Gardena CA 90248 [**]
HIS 7010 716730001 [**] Gilroy CA 95020 [**]
CLS 3010 034859002 [**] Glendale CA 91203 [**]
MAI / MFC 1010 037118001 [**] Glendale CA 91202 [**]
MAI / MFC 1010 037118004 [**] Glendale CA 91205 [**]
MAI / MFC 1010 037118006 [**] Glendale CA 91204 [**]
MAI / MFC 1010 037118007 [**] Glendale CA 91205 [**]
MAI / MFC 1010 037118010 [**] Glendale CA 91205 [**]
MAI / MFC 1010 037118011 [**] Glendale CA 91205 [**]
MAI / MFC 1010 037118015 [**] Glendale CA 91209 [**]
MAI / MFC 1010 017552503 [**] Goleta CA 93117 [**]
MAI / MFC 1010 017553001 [**] Goleta CA 93117 [**]
HIS 7010 714230001 [**] Greenbrae CA 94904 [**]
MAI / MFC 1010 033813005 [**] Gustine CA 95322 [**]
MAI / MFC 1010 004474007 [**] Hayward CA 94545 [**]
MAI / MFC 4010 006400008 [**] Hayward CA 94544 [**]
MAI / MFC 1010 030300001 [**] Hayward CA 94545 [**]
CLS 3010 036571001 [**] Hayward CA 94541 [**]
CLS 3010 008170001 [**] Hollywood CA 90028 [**]
MAI / MFC 1010 003039001 [**] Huntington Beach CA 92649 [**]
MAI / MFC 4010 030244001 [**] Huntington Beach CA 92649 [**]
MAI / MFC 1010 032250001 [**] Huntington Beach CA 92649 [**]
CLS 3010 005983001 [**] Indian Wells CA 92210 [**]
HIS 7010 710760999 [**] Indian Wells CA 91210 [**]
MAI / MFC 1010 036134004 [**] Indio CA 92201 [**]
MAI / MFC 1010 036134008 [**] Indio CA 92201 [**]
CLS 3010 033877001 [**] Industry CA 91744 [**]
MAI / MFC 1010 015980002 [**] Inglewood CA 90301 [**]
HIS 7010 710200001 [**] Inglewood CA 90301 [**]
HIS 7010 712900001 [**] Inglewood CA 90304 [**]
CLS 3010 003781001 [**] Irvine CA 92718 [**]
MAI / MFC 1010 005975001 [**] Irvine CA 92713 [**]
MAI / MFC 1010 018508001 [**] Irvine CA 92714 [**]
MAI / MFC 4010 020341001 [**] IRVINE CA 92714 [**]
CLS 3010 033170001 [**] Irvine CA 92718 [**]
CLS 3010 033436001 [**] Irvine CA 92718 [**]
MAI / MFC 1010 036394001 [**] Irvine CA 92713 [**]
MAI / MFC 1010 037118012 [**] Irvine CA 92715 [**]
MAI / MFC 1010 037118018 [**] Irvine CA 92715 [**]
MAI / MFC 1010 037118019 [**] Irvine CA 91715 [**]
GSI 9010 037421001 [**] Irvine CA 92714 [**]
GSI 9010 037421002 [**] Irvine CA 92714 [**]
MAI / MFC 1010 037496001 [**] Irvine CA 92718 [**]
CLS 3010 031950001 [**] Kelseyville CA 95451 [**]
MAI / MFC 1010 032010005 [**] Kerman CA 93630 [**]
MAI / MFC 1010 033203003 [**] Kerman CA 93630 [**]
CLS 3010 034930001 [**] La Jolla CA 92037 [**]
CLS 3010 036523002 [**] La Jolla CA 92037 [**]
CLS 3010 036548002 [**] La Jolla CA 92037 [**]
CLS 3010 036568002 [**] La Jolla CA 92037 [**]
MAI / MFC 1010 037118013 [**] La Jolla CA 92037 [**]
MAI / MFC 4010 006400009 [**] La Mirada CA 90638 [**]
CLS 3010 008149001 [**] La Mirada CA 90638 [**]
MAI / MFC 1010 017094003 [**] La Mirada CA 90638 [**]
CLS 3010 033092001 [**] La Mirada CA 90638 [**]
MAI / MFC 4010 015938001 [**] La Palma CA 90623 [**]
HIS 7010 712800001 [**] La Palma CA 90623 [**]
CLS 3010 021949001 [**] LA QUINTA CA 92253 [**]
CLS 3010 021950001 [**] La Quinta CA 92253 [**]
HIS 7010 715300001 [**] Laguna Beach CA 92651 [**]
MAI / MFC 1010 003332529 [**] Laguna Hills CA 92653 [**]
MAI / MFC 1010 021814001 [**] Laguna Hills CA 92653 [**]
CLS 3010 023575001 [**] Laguna Hills CA 92653 [**]
MAI / MFC 1010 035733002 [**] Laguna Hills CA 92705 [**]
CLS 3010 036575001 [**] Laguna Hills CA 92653 [**]
CLS 3010 037306001 [**] Laguna Hills CA 92653 [**]
CLS 3010 037145001 [**] Lajolla CA 92037 [**]
HIS 7010 716610001 [**] Lake Arrowhead CA 92353 [**]
CLS 3010 032108001 [**] Lake San Marcos CA 92069 [**]
CLS 3010 034643001 [**] Lancaster CA 93534 [**]
MAI / MFC 1010 036134009 [**] Lancaster CA 93534 [**]
HIS 7010 717960001 [**] Lemon Grove CA 91945 [**]
HIS 7010 720480999 [**] Lemon Grove CA 91945 [**]
MAI / MFC 1010 004029003 [**] Livermore CA 94550 [**]
CLS 3010 010186001 [**] Long Beach CA 90815 [**]
MAI / MFC 1010 017664001 [**] Long Beach CA 90806 [**]
MAI / MFC 1010 019235002 [**] Long Beach CA 90806 [**]
CLS 3010 025505001 [**] Long Beach CA 90802 [**]
MAI / MFC 1010 037118008 [**] Long Beach CA 90802 [**]
HIS 7010 716910001 [**] Long Beach CA 90802 [**]
CLS 3010 001579501 [**] LOS ANGELES CA 90069 [**]
CLS 3010 001579503 [**] LOS ANGELES CA 90069 [**]
MAI / MFC 1010 001981001 [**] Los Angeles CA 90045 [**]
MAI / MFC 4010 003037004 [**] Los Angeles CA 90084 [**]
MAI / MFC 1010 003332007 [**] Los Angeles CA 90024 [**]
MAI / MFC 1010 003332012 [**] Los Angeles CA 00000 [**]
MAI / MFC 1010 008933001 [**] Los Angeles CA 90058 [**]
CLS 3010 009615001 [**] Los Angeles CA 90004 [**]
Appendix F-1-8
<PAGE> 40
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 011690002 [**] Los Angeles CA 90021 [**]
CLS 3010 011994001 [**] Los Angeles CA 90012 [**]
MAI / MFC 1010 018808001 [**] Los Angeles CA 90040 [**]
MAI / MFC 1010 018808504 [**] Los Angeles CA 90040 [**]
CLS 3010 019797001 [**] Los Angeles CA 90045 [**]
MAI / MFC 1010 020272001 [**] Los Angeles CA 90040 [**]
CLS 3010 020335001 [**] Los Angeles CA 90045 [**]
CLS 3010 020678001 [**] Los Angeles CA 90007 [**]
MAI / MFC 1010 021077001 [**] Los Angeles CA 90014 [**]
CLS 3010 025293001 [**] Los Angeles CA 90045 [**]
CLS 3010 030509002 [**] Los Angeles CA 90024 [**]
CLS 3010 030793001 [**] Los Angeles CA 90069 [**]
MAI / MFC 1010 033433001 [**] Los Angeles CA 90063 [**]
CLS 3010 033915001 [**] Los Angeles CA 90045 [**]
CLS 3010 033922001 [**] Los Angeles CA 90049 [**]
CLS 3010 034113001 [**] Los Angeles CA 90012 [**]
CLS 3010 034531001 [**] Los Angeles CA 90049 [**]
CLS 3010 034695001 [**] LOS ANGELES CA 90035 [**]
CLS 3010 035001001 [**] LOS ANGELES CA 90007 [**]
CLS 3010 035021001 [**] Los Angeles CA 90045 [**]
CLS 3010 035053001 [**] Los Angeles CA 90064 [**]
CLS 3010 036523001 [**] Los Angeles CA 90025 [**]
CLS 3010 036548001 [**] Los Angeles CA 90025 [**]
CLS 3010 036568001 [**] Los Angeles CA 90025 [**]
CLS 3010 036576001 [**] Los Angeles CA 90025 [**]
CLS 3010 036606001 [**] Los Angeles CA 90025 [**]
MAI / MFC 1010 037118023 [**] Los Angeles CA 90068 [**]
HIS 7010 037460001 [**] Los Angeles CA 90045 [**]
HIS 7010 710250001 [**] Los Angeles CA 90010 [**]
HIS 7010 710990001 [**] Los Angeles CA 90025 [**]
HIS 7010 711040001 [**] Los Angeles CA 90071 [**]
HIS 7010 711660001 [**] Los Angeles CA 90045 [**]
HIS 7010 711670002 [**] Los Angeles CA 90045 [**]
HIS 7010 712110001 [**] Los Angeles CA 90067 [**]
HIS 7010 715460001 [**] Los Angeles CA 90048 [**]
HIS 7010 715930001 [**] Los Angeles CA 90012 [**]
HIS 7010 717420001 [**] Los Angeles CA 90012 [**]
HIS 7010 717810001 [**] Los Angeles CA 90017 [**]
HIS 7010 718170001 [**] Los Angeles CA 90069 [**]
HIS 7010 718510001 [**] Los Angeles CA 90067 [**]
HIS 7010 720520001 [**] Los Angeles CA 90069 [**]
HIS 7010 721430001 [**] Los Angeles CA 90071 [**]
HIS 7010 721450001 [**] Los Angeles CA 90071 [**]
HIS 7010 721470001 [**] Los Angeles CA 90067 [**]
HIS 7010 721710001 [**] Los Angeles CA 90024 [**]
HIS 7010 721830001 [**] Los Angeles CA 90071 [**]
HIS 7010 722280001 [**] Los Angeles CA 90045 [**]
HIS 7010 761260001 [**] Los Angeles CA 00000 [**]
HIS 7010 710660001 [**] Manhattan Beach CA 90266 [**]
CLS 3010 013844001 [**] Marina Del Rey CA 90292 [**]
CLS 3010 034894001 [**] Marina Del Rey CA 90292 [**]
MAI / MFC 1010 036987001 [**] Marina Del Rey CA 90292 [**]
MAI / MFC 1010 032011001 [**] Mettler CA 93301 [**]
HIS 7010 710820001 [**] Millbrae CA 94030 [**]
HIS 7010 719800001 [**] Milpitas CA 95035 [**]
HIS 7010 719380001 [**] Montecito CA 93108 [**]
MAI / MFC 1010 020668001 [**] Monterey CA 93940 [**]
HIS 7010 710690001 [**] Monterey CA 93940 [**]
HIS 7010 711720001 [**] Monterey CA 93940 [**]
HIS 7010 715370001 [**] Monterey CA 93940 [**]
HIS 7010 717270001 [**] Monterey CA 93942 [**]
HIS 7010 717280001 [**] Monterey CA 93940 [**]
HIS 7010 719390001 [**] Monterey CA 93940 [**]
HIS 7010 721240001 [**] Monterey CA 93940 [**]
CLS 3010 034956001 [**] Napa CA 94558 [**]
CLS 3010 036729001 [**] Napa CA 94558 [**]
MAI / MFC 1010 018808502 [**] National City CA 91950 [**]
MAI / MFC 1010 032176001 [**] National City CA 91950 [**]
MAI / MFC 1010 036134012 [**] National City CA 91950 [**]
CLS 3010 030384001 [**] Newark CA 94560 [**]
MAI / MFC 1010 008082001 [**] Newport CA 92660 [**]
CLS 3010 019585001 [**] Newport Beach CA 92660 [**]
MAI / MFC 1010 019994001 [**] Newport Beach CA 92660 [**]
CLS 3010 020621001 [**] Newport Beach CA 92660 [**]
CLS 3010 035167001 [**] Newport Beach CA 92660 [**]
HIS 7010 717480001 [**] Newport Beach CA 92660 [**]
CLS 3010 033818001 [**] North Hollywood CA 91602 [**]
CLS 3010 034938001 [**] Norwalk CA 90650 [**]
HIS 7010 714360001 [**] Novato CA 94948 [**]
MAI / MFC 1010 003332540 [**] Oakland CA 94621 [**]
MAI / MFC 1010 031634001 [**] Oakland CA 94621 [**]
CLS 3010 034905001 [**] OCEANSIDE CA 92054 [**]
HIS 7010 717640001 [**] Ojai CA 93024 [**]
HIS 7010 717670001 [**] Olympic Valley CA 95730 [**]
HIS 7010 719190001 [**] Olympic Valley CA 96146 [**]
MAI / MFC 4010 006400010 [**] Ontario CA 91761 [**]
MAI / MFC 1010 014438001 [**] Ontario CA 91761 [**]
MAI / MFC 1010 031631001 [**] Ontario CA 91764 [**]
CLS 3010 034807001 [**] Ontario CA 91764 [**]
MAI / MFC 1010 036134013 [**] Ontario CA 91762 [**]
HIS 7010 712080001 [**] Ontario CA 91764 [**]
MAI / MFC 4010 006400007 [**] Orange CA 92665 [**]
MAI / MFC 1010 033207001 [**] Orland CA 95963 [**]
CLS 3010 011685001 [**] Oxnard CA 93030 [**]
CLS 3010 015284001 [**] Oxnard CA 93030 [**]
CLS 3010 020060002 [**] Oxnard CA 93030 [**]
CLS 3010 023575501 [**] Oxnard CA 93035 [**]
CLS 3010 011684001 [**] Oxnard CA 93030 [**]
CLS 3010 011684006 [**] Oxnard CA 93030 [**]
CLS 3010 011684010 [**] Oxnard CA 93035 [**]
MAI / MFC 1010 036134014 [**] Oxnard CA 93030 [**]
CLS 3010 036530001 [**] Oxnard CA 93030 [**]
CLS 3010 037219006 [**] Oxnard CA 93030 [**]
CLS 3010 037219009 [**] Oxnard CA 93031 [**]
CLS 3010 037219010 [**] Oxnard CA 93031 [**]
CLS 3010 037220001 [**] Oxnard CA 93035 [**]
Appendix F-1-9
<PAGE> 41
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 001583001 [**] Pacific Grove CA 93950 [**]
HIS 7010 711300001 [**] Pacific Grove CA 93950 [**]
MAI / MFC 1010 037364001 [**] Pacific Palisades CA 90272 [**]
CLS 3010 012701001 [**] Palm Desert CA 92260 [**]
CLS 3010 035009001 [**] Palm Desert CA 92260 [**]
CLS 3010 012707001 [**] Palm Springs CA 92262 [**]
MAI / MFC 1020 017245002 [**] Palm Springs CA 92262 [**]
CLS 3010 017965001 [**] Palm Springs CA 92262 [**]
HIS 7010 718080001 [**] Palm Springs CA 92262 [**]
HIS 7010 719870001 [**] Palm Springs CA 92264 [**]
HIS 7010 713120001 [**] Palmdale CA 93550 [**]
HIS 7010 713590001 [**] Palo Alto CA 94306 [**]
MAI / MFC 1010 003260001 [**] Paramount CA 90723 [**]
MAI / MFC 1010 016516002 [**] Pebble Beach CA 93953 [**]
CLS 3010 020865001 [**] Pebble Beach CA 93953 [**]
CLS 3010 030924001 [**] Pebble Beach CA 93953 [**]
MAI / MFC 1010 031046001 [**] Pebble Beach CA 93953 [**]
CLS 3010 034822001 [**] Pebble Beach CA 93953 [**]
CLS 3010 034965001 [**] Pebble Beach CA 93953 [**]
MAI / MFC 1010 007835002 [**] Placentia CA 92670 [**]
MAI / MFC 1010 007835006 [**] Placentia CA 92670 [**]
MAI / MFC 1010 007835007 [**] Placentia CA 92670 [**]
MAI / MFC 1010 032921001 [**] Placentia CA 92670 [**]
CLS 3010 035018001 [**] Pleasant Hill CA 94523 [**]
HIS 7010 719780001 [**] Pleasanton CA 94588 [**]
MAI / MFC 1010 037253001 [**] Pomona CA 91768 [**]
HIS 7010 711340001 [**] Pomona CA 61768 [**]
CLS 3010 011684002 [**] Port Hueneme CA 93041 [**]
CLS 3010 037219004 [**] Port Hueneme CA 93041 [**]
CLS 3010 034858001 [**] Ranch Cordova CA 95742 [**]
CLS 3010 035252001 [**] Rancho Bernardo CA 92127 [**]
HIS 7010 713370001 [**] Rancho Cordova CA 95670 [**]
MAI / MFC 1010 007835506 [**] Rancho Cucamonga CA 91730 [**]
MAI / MFC 1010 030611001 [**] Rancho Cucamonga CA 91730 [**]
MAI / MFC 4010 033505006 [**] Rancho Cucamonga CA 91730 [**]
MAI / MFC 1010 035449002 [**] Rancho Dominguez CA 90220 [**]
CLS 3010 018784001 [**] Rancho Mirage CA 92270 [**]
CLS 3010 035858001 [**] Rancho Mirage CA 92270 [**]
CLS 3010 032095001 [**] Rancho Murieta CA 95683 [**]
CLS 3010 036560002 [**] Rancho Murieta CA 95683 [**]
CLS 3010 036603001 [**] Rancho Murieta CA 95683 [**]
MAI / MFC 1010 037118022 [**] Redding CA 96003 [**]
HIS 7010 713190001 [**] Redding CA 96002 [**]
HIS 7010 718410001 [**] Redondo Beach CA 90277 [**]
HIS 7010 715490001 [**] Redwood City CA 94065 [**]
MAI / MFC 1010 019678002 [**] Rialto CA 92377 [**]
MAI / MFC 1010 011690004 [**] Richmond CA 94806 [**]
MAI / MFC 1010 024153002 [**] Richmond CA 94806 [**]
MAI / MFC 4010 031192001 [**] Richmond CA 94801 [**]
HIS 7010 712140001 [**] Richmond CA 94806 [**]
CLS 3010 001686005 [**] Ridgecrest CA 93555 [**]
MAI / MFC 1010 035480002 [**] Riverside CA 92507 [**]
MAI / MFC 1010 035480003 [**] Riverside CA 92507 [**]
HIS 7010 713200001 [**] Riverside CA 92507 [**]
HIS 7010 717250001 [**] Riverside CA 92501 [**]
CLS 3010 034024001 [**] Rosemead CA 91770 [**]
HIS 7010 760196001 [**] Rosemead CA 00000 [**]
HIS 7010 710560001 [**] Rutherford CA 94573 [**]
CLS 3010 001269002 [**] S. Lake Tahoe CA 96157 [**]
CLS 3010 001269502 [**] S. Lake Tahoe CA 96150 [**]
CLS 3010 016303001 [**] S. Lake Tahoe CA 95729 [**]
CLS 3010 035315001 [**] S. Lake Tahoe CA 95729 [**]
HIS 7010 720590001 [**] S. Lake Tahoe CA 95729 [**]
MAI / MFC 1010 003073001 [**] Sacramento CA 95827 [**]
MAI / MFC 1020 021631001 [**] Sacramento CA 95838 [**]
MAI / MFC 4010 013610001 [**] Sacramento CA 95834 [**]
MAI / MFC 4010 020732005 [**] Sacramento CA 95828 [**]
MAI / MFC 1030 030206001 [**] SACRAMENTO CA 95834 [**]
CLS 3010 034561001 [**] Sacramento CA 95814 [**]
CLS 3010 034578001 [**] Sacramento CA 95814 [**]
CLS 3010 034658001 [**] Sacramento CA 95834 [**]
HIS 7010 718770001 [**] Sacramento CA 95815 [**]
MAI / MFC 1030 000961004 [**] Salinas CA 93901 [**]
MAI / MFC 1010 003332009 [**] Salinas CA 93902 [**]
MAI / MFC 1010 003332010 [**] Salinas CA 93901 [**]
MAI / MFC 1020 015659001 [**] Salinas CA 93901 [**]
MAI / MFC 4010 034340001 [**] San Bernardino CA 92408 [**]
MAI / MFC 1010 036134015 [**] San Bernardino CA 92408 [**]
CLS 3010 001686001 [**] San Diego CA 92108 [**]
CLS 3010 001686006 [**] San Diego CA 92108 [**]
MAI / MFC 1030 001686501 [**] SAN DIEGO CA 92108 [**]
CLS 3010 003717001 [**] San Diego CA 92108 [**]
CLS 3010 003717002 [**] San Diego CA 92108 [**]
CLS 3010 004580536 [**] San Diego CA 92121 [**]
MAI / MFC 1010 006820002 [**] San Diego CA 92121 [**]
MAI / MFC 1010 006820003 [**] San Diego CA 92112 [**]
MAI / MFC 1010 008086009 [**] San Diego CA 92108 [**]
MAI / MFC 1010 008711001 [**] San Diego CA 92121 [**]
CLS 3010 013739001 [**] San Diego CA 92108 [**]
CLS 3010 014865003 [**] San Diego CA 92106 [**]
MAI / MFC 1010 016468510 [**] San Diego CA 92112 [**]
CLS 3010 017289001 [**] San Diego CA 92101 [**]
CLS 3010 017327002 [**] San Diego CA 92109 [**]
CLS 3010 019179001 [**] San Diego CA 92106 [**]
CLS 3010 022718001 [**] San Diego CA 92109 [**]
CLS 3010 030130001 [**] San Diego CA 92108 [**]
CLS 3010 030856001 [**] San Diego CA 92108 [**]
CLS 3010 019179503 [**] SAN DIEGO CA 92106 [**]
CLS 3010 031831001 [**] San Diego CA 92106 [**]
CLS 3010 033930001 [**] San Diego CA 92101 [**]
CLS 3010 034410001 [**] San Diego CA 92101 [**]
CLS 3010 034607001 [**] SAN DIEGO CA 92108 [**]
CLS 3010 034810001 [**] San Diego CA 92110 [**]
CLS 3010 034864001 [**] San Diego CA 92108 [**]
CLS 3010 034869001 [**] San Diego CA 92127 [**]
CLS 3010 034870001 [**] SAN DIEGO CA 92108 [**]
Appendix F-1-10
<PAGE> 42
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 034887001 [**] San Diego CA 92120 [**]
CLS 3010 035020001 [**] San Diego CA 92115 [**]
CLS 3010 035024001 [**] SAN DIEGO CA 92110 [**]
CLS 3010 035359001 [**] San Diego CA 92106 [**]
CLS 3010 035452001 [**] San Diego CA 92101 [**]
MAI / MFC 1010 036134016 [**] San Diego CA 92111 [**]
CLS 3010 036555001 [**] San Diego CA 92108 [**]
CLS 3010 036577001 [**] San Diego CA 92106 [**]
CLS 3010 036577002 [**] San Diego CA 92037 [**]
CLS 3010 036588001 [**] San Diego CA 92108 [**]
CLS 3010 036596001 [**] San Diego CA 92108 [**]
CLS 3010 036596002 [**] San Diego CA 92109 [**]
CLS 3010 036613001 [**] San Diego CA 92108 [**]
CLS 3010 037073001 [**] San Diego CA 92109 [**]
HIS 7010 710590001 [**] San Diego CA 92109 [**]
HIS 7010 712160999 [**] San Diego CA 92109 [**]
HIS 7010 713690001 [**] San Diego CA 92101 [**]
HIS 7010 719340001 [**] San Diego CA 92108 [**]
MAI / MFC 1010 033378001 [**] San Fernando CA 91342 [**]
CLS 3010 009454001 [**] San Francisco CA 94115 [**]
CLS 3010 009612001 [**] San Francisco CA 94115 [**]
CLS 3010 020220001 [**] San Francisco CA 94102 [**]
CLS 3010 022229001 [**] San Francisco CA 94102 [**]
CLS 3010 030676001 [**] San Francisco CA 94109 [**]
CLS 3010 031110001 [**] San Francisco CA 94103 [**]
CLS 3010 034733001 [**] San Francisco CA 94115 [**]
CLS 3010 036598002 [**] San Francisco CA 94108 [**]
CLS 3010 037184001 [**] San Francisco CA 94109 [**]
HIS 7010 710290001 [**] San Francisco CA 94103 [**]
HIS 7010 710570999 [**] San Francisco CA 94108 [**]
HIS 7010 710720001 [**] San Francisco CA 94109 [**]
HIS 7010 711490001 [**] San Francisco CA 94108 [**]
HIS 7010 711700001 [**] San Francisco CA 94102 [**]
HIS 7010 711810001 [**] San Francisco CA 94112 [**]
HIS 7010 715040001 [**] San Francisco CA 94108 [**]
HIS 7010 715140001 [**] San Francisco CA 94104 [**]
HIS 7010 715170001 [**] San Francisco CA 94102 [**]
HIS 7010 715350001 [**] San Francisco CA 94103 [**]
HIS 7010 715390001 [**] San Francisco CA 94109 [**]
HIS 7010 715970001 [**] San Francisco CA 94108 [**]
HIS 7010 716890001 [**] San Francisco CA 94109 [**]
HIS 7010 716900001 [**] San Francisco CA 94123 [**]
HIS 7010 716990001 [**] San Francisco CA 94104 [**]
HIS 7010 717371099 [**] San Francisco CA 94109 [**]
HIS 7010 717372099 [**] San Francisco CA 94109 [**]
HIS 7010 717970001 [**] San Francisco CA 94102 [**]
HIS 7010 718060001 [**] San Francisco CA 94123 [**]
HIS 7010 718310001 [**] San Francisco CA 94109 [**]
HIS 7010 718450001 [**] San Francisco CA 94102 [**]
HIS 7010 718640001 [**] San Francisco CA 94109 [**]
HIS 7010 719060001 [**] San Francisco CA 94103 [**]
HIS 7010 719350001 [**] San Francisco CA 94109 [**]
HIS 7010 719740001 [**] San Francisco CA 94105 [**]
HIS 7010 720570001 [**] San Francisco CA 94123 [**]
HIS 7010 721220001 [**] San Francisco CA 94143 [**]
HIS 7010 721650001 [**] San Francisco CA 94102 [**]
HIS 7010 721870001 [**] San Francisco CA 94109 [**]
HIS 7010 759000999 [**] San Francisco CA 94105 [**]
HIS 7010 788840001 [**] San Francisco CA 94109 [**]
HIS 7010 799990001 [**] San Francisco CA 94107 [**]
HIS 7010 917430999 [**] San Francisco CA 94123 [**]
CLS 3010 008148001 [**] San Jose CA 95113 [**]
CLS 3010 009871001 [**] San Jose CA 95112 [**]
MAI / MFC 1010 020378001 [**] San Jose CA 95121 [**]
CLS 3010 034871001 [**] San Jose CA 95138 [**]
CLS 3010 035017001 [**] SAN JOSE CA 95135 [**]
CLS 3010 036797001 [**] San Jose CA 95119 [**]
CLS 3010 037048001 [**] San Jose CA 95136 [**]
HIS 7010 711930001 [**] San Jose CA 95126 [**]
HIS 7010 718790001 [**] San Jose CA 95112 [**]
HIS 7010 721050001 [**] San Jose CA 95119 [**]
HIS 7010 761310001 [**] San Jose CA 00000 [**]
CLS 3010 034761001 [**] SAN LUIS OBISPO CA 93401 [**]
MAI / MFC 1010 036336001 [**] San Luis Obispo CA 93401 [**]
MAI / MFC 1010 004394001 [**] San Marcos CA 92069 [**]
CLS 3010 013607001 [**] San Marcos CA 92069 [**]
CLS 3010 032269001 [**] San Marcos CA 92026 [**]
MAI / MFC 1010 003332004 [**] San Mateo CA 94402 [**]
CLS 3010 018574001 [**] San Mateo CA 94403 [**]
HIS 7010 717890001 [**] San Mateo CA 94402 [**]
CLS 3010 033876001 [**] San Pedro CA 90731 [**]
HIS 7010 720430001 [**] San Ramon CA 94583 [**]
HIS 7010 720290001 [**] San Simeon CA 93452 [**]
CLS 3010 004580001 [**] Santa Ana CA 92704 [**]
CLS 3010 007409002 [**] Santa Ana CA 92705 [**]
MAI / MFC 1010 017664004 [**] Santa Ana CA 92705 [**]
MAI / MFC 1010 021699001 [**] Santa Ana CA 92707 [**]
MAI / MFC 1010 031545001 [**] Santa Ana CA 92707 [**]
MAI / MFC 1010 035733001 [**] Santa Ana CA 92705 [**]
MAI / MFC 1010 036134017 [**] Santa Ana CA 92705 [**]
HIS 7010 713240001 [**] Santa Ana CA 92701 [**]
MAI / MFC 1010 017553002 [**] Santa Barbara CA 93105 [**]
MAI / MFC 1010 036134018 [**] Santa Barbara CA 93101 [**]
HIS 7010 718801001 [**] Santa Barbara CA 93103 [**]
CLS 3010 034766001 [**] Santa Clara CA 95051 [**]
CLS 3010 034859001 [**] SANTA CLARA CA 95054 [**]
CLS 3010 036593001 [**] Santa Clara CA 95054 [**]
HIS 7010 713250001 [**] Santa Clara CA 95054 [**]
MAI / MFC 1010 037118020 [**] Santa Clarita CA 91355 [**]
CLS 3010 020828001 [**] Santa Cruz CA 95060 [**]
HIS 7010 711680001 [**] Santa Cruz CA 95065 [**]
HIS 7010 715020001 [**] Santa Cruz CA 95060 [**]
HIS 7010 717620001 [**] Santa Cruz CA 95060 [**]
MAI / MFC 1010 015599001 [**] Santa Fe Springs CA 90670 [**]
MAI / MFC 4010 022290003 [**] Santa Fe Springs CA 90670 [**]
MAI / MFC 1010 033813010 [**] Santa Fe Springs CA 96070 [**]
Appendix F-1-11
<PAGE> 43
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 033813026 [**] Santa Fe Springs CA 90670 [**]
MAI / MFC 1010 034407001 [**] Santa Fe Springs CA 90670 [**]
CLS 3010 011684008 [**] Santa Maria CA 93454 [**]
CLS 3010 034903001 [**] SANTA MARIA CA 93454 [**]
CLS 3010 034961001 [**] Santa Maria CA 93455 [**]
MAI / MFC 1010 036134019 [**] Santa Maria CA 93455 [**]
CLS 3010 037219002 [**] Santa Maria CA 93454 [**]
CLS 3010 008160001 [**] Santa Monica CA 90405 [**]
MAI / MFC 1010 013086001 [**] Santa Monica CA 90404 [**]
CLS 3010 020219001 [**] Santa Monica CA 90405 [**]
CLS 3010 033361001 [**] Santa Monica CA 90401 [**]
CLS 3010 033595001 [**] Santa Monica CA 90401 [**]
CLS 3010 034811001 [**] Santa Monica CA 90404 [**]
HIS 7010 716860001 [**] Santa Monica CA 90401 [**]
HIS 7010 718830001 [**] Santa Monica CA 90403 [**]
HIS 7010 719420001 [**] Santa Monica CA 90404 [**]
HIS 7010 720260001 [**] Santa Monica CA 90405 [**]
HIS 7010 713260001 [**] Santa Rosa CA 95401 [**]
HIS 7010 721290001 [**] Santa Rosa CA 95403 [**]
MAI / MFC 1010 018511001 [**] Sausalito CA 94965 [**]
HIS 7010 713300001 [**] Seaside CA 93955 [**]
CLS 3010 030084001 [**] Sherman Oaks CA 91403 [**]
CLS 3010 034033001 [**] Sherman Oaks CA 91403 [**]
CLS 3010 034879001 [**] SIMI VALLEY CA 93065 [**]
CLS 3010 011684003 [**] Solvang CA 93463 [**]
CLS 3010 037219007 [**] Solvang CA 93463 [**]
MAI / MFC 4010 031184001 [**] South Gate CA 90280 [**]
HIS 7010 714390001 [**] St. Helena CA 94574 [**]
HIS 7010 717170001 [**] St. Helena CA 94574 [**]
MAI / MFC 1010 018808505 [**] Stockton CA 95203 [**]
CLS 3010 030077001 [**] Stockton CA 95207 [**]
MAI / MFC 1010 033813024 [**] Stockton CA 95215 [**]
HIS 7010 720620001 [**] Stockton CA 95207 [**]
HIS 7010 711960001 [**] Sunnyvale CA 94086 [**]
HIS 7010 719690001 [**] Sunnyvale CA 94089 [**]
MAI / MFC 1010 032444001 [**] Sunol CA 94586 [**]
HIS 7010 720980001 [**] Sunset Beach CA 90742 [**]
MAI / MFC 1010 036134011 [**] Temecula CA 92590 [**]
MAI / MFC 1010 032868004 [**] Terra Bella CA 93270 [**]
MAI / MFC 1010 032010001 [**] Thermal CA 92274 [**]
MAI / MFC 1010 003332011 [**] Thousand Oaks CA 91359 [**]
MAI / MFC 1010 033813027 [**] Thousand Oaks CA 91359 [**]
HIS 7010 713400001 [**] Thousand Oaks CA 91320 [**]
CLS 3010 034909001 [**] THREE RIVERS CA 93271 [**]
CLS 3010 004580534 [**] Torrance CA 90505 [**]
MAI / MFC 4010 032420001 [**] Torrance CA 90503 [**]
MAI / MFC 4010 022150001 [**] Tracy CA 95376 [**]
HIS 7010 717530001 [**] Truckee CA 96160 [**]
MAI / MFC 1010 035157001 [**] Tustin CA 92680 [**]
CLS 3010 034698001 [**] Union City CA 94587 [**]
MAI / MFC 1010 037118017 [**] Upland CA 91786 [**]
MAI / MFC 1010 017385001 [**] Van Nuys CA 91405 [**]
MAI / MFC 1010 017385002 [**] Van Nuys CA 91409 [**]
MAI / MFC 1010 036134020 [**] Van Nuys CA 91401 [**]
MAI / MFC 1010 025315001 [**] Ventura CA 93001 [**]
CLS 3010 011684007 [**] Ventura CA 93001 [**]
MAI / MFC 1010 033813007 [**] Ventura CA 93001 [**]
CLS 3010 037219001 [**] Ventura CA 93001 [**]
MAI / MFC 1010 008157004 [**] Vernon CA 90058 [**]
MAI / MFC 1010 008157010 [**] Vernon CA 90058 [**]
MAI / MFC 1010 032012001 [**] Victor CA 95253 [**]
MAI / MFC 1010 032010004 [**] Vida CA 93606 [**]
CLS 3010 034872001 [**] Visalia CA 93291 [**]
MAI / MFC 1010 036134021 [**] Visalia CA 93292 [**]
CLS 3010 009877001 [**] W. Hollywood CA 90069 [**]
CLS 3010 021663001 [**] W. Los Angeles CA 90069 [**]
MAI / MFC 1010 037253002 [**] Walnut CA 91788 [**]
HIS 7010 715630001 [**] Walnut Creek CA 94596 [**]
HIS 7010 760019001 [**] Walnut Creek CA 94596 [**]
CLS 3010 035031001 [**] Warner Springs CA 92086 [**]
CLS 3010 001579002 [**] West Hollywood CA 90069 [**]
CLS 3010 030320001 [**] West Hollywood CA 90069 [**]
CLS 3010 030507001 [**] West Hollywood CA 90069 [**]
CLS 3010 036837001 [**] West Hollywood CA 90069 [**]
MAI / MFC 1010 003332001 [**] Westlake Village CA 91361 [**]
MAI / MFC 1010 003332008 [**] Westlake Village CA 91361 [**]
MAI / MFC 1010 033813001 [**] Westlake Village CA 91362 [**]
CLS 3010 034736001 [**] Westlake Village CA 91361 [**]
MAI / MFC 1010 018808506 [**] Wilmington CA 90744 [**]
MAI / MFC 1010 035763001 [**] Wilmington CA 90744 [**]
MAI / MFC 1010 003030001 [**] Woodland Hills CA 91365 [**]
CLS 3010 035211001 [**] Woodland Hills CA 91367 [**]
HIS 7010 721280001 [**] Yountville CA 94599 [**]
MAI / MFC 1010 003753002 [**] Aurora CO 80012 [**]
MAI / MFC 1010 003753003 [**] Aurora CO 80012 [**]
MAI / MFC 1010 005086501 [**] Aurora CO 80014 [**]
CLS 3010 036769002 [**] Aurora CO 80014 [**]
CLS 3010 036769043 [**] Aurora CO 80014 [**]
MAI / MFC 1010 037492001 [**] Aurora CO 80015 [**]
CLS 3010 034577001 [**] Boulder CO 80302 [**]
MAI / MFC 1020 036324001 [**] Boulder CO 80301 [**]
HIS 7010 711150001 [**] Boulder CO 80303 [**]
CLS 3010 034529001 [**] Breckenridge CO 80424 [**]
HIS 7010 721250001 [**] Breckenridge CO 80424 [**]
MAI / MFC 1020 022134001 [**] Brighton CO 80601 [**]
MAI / MFC 1010 015980501 [**] Broomfield CO 80020 [**]
MAI / MFC 1010 030302001 [**] Castle Rock CO 80104 [**]
HIS 7010 710850001 [**] Colorado Spring CO 80907 [**]
CLS 3010 032730001 [**] Colorado Springs CO 80906 [**]
HIS 7010 710430001 [**] Colorado Springs CO 80903 [**]
HIS 7010 711760001 [**] Colorado Springs CO 80906 [**]
GSI 9010 036963001 [**] Cripple Creek CO 80813 [**]
MAI / MFC 1010 008086008 [**] Denver CO 80216 [**]
CLS 3010 010258001 [**] Denver CO 80221 [**]
MAI / MFC 1010 012572007 [**] Denver CO 80110 [**]
MAI / MFC 1010 014535001 [**] Denver CO 80203 [**]
Appendix F-1-12
<PAGE> 44
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 019161002 [**] Denver CO 80239 [**]
MAI / MFC 1010 017699002 [**] Denver CO 80216 [**]
MAI / MFC 1010 022216001 [**] Denver CO 80223 [**]
CLS 3010 023982001 [**] Denver CO 80222 [**]
MAI / MFC 4010 031182001 [**] Denver CO 80239 [**]
MAI / MFC 4010 032203015 [**] Denver CO 80216 [**]
MAI / MFC 1010 032321001 [**] Denver CO 80216 [**]
MAI / MFC 1010 033241001 [**] Denver CO 80223 [**]
CLS 3010 034954002 [**] Denver CO 80202 [**]
CLS 3010 036639002 [**] Denver CO 80265 [**]
HIS 7010 710060001 [**] Denver CO 80202 [**]
HIS 7010 713560001 [**] Denver CO 80203 [**]
HIS 7010 713940001 [**] Denver CO 80222 [**]
HIS 7010 718010001 [**] Denver CO 80202 [**]
HIS 7010 720640001 [**] Denver CO 80207 [**]
HIS 7010 721660001 [**] Denver CO 80202 [**]
HIS 7010 761016001 [**] Denver CO 00000 [**]
MAI / MFC 1010 008086007 [**] Englewood CO 80111 [**]
MAI / MFC 1010 018272002 [**] Englewood CO 80112 [**]
HIS 7010 716350001 [**] Englewood CO 80112 [**]
MAI / MFC 1010 009240003 [**] Evergreen CO 80439 [**]
CLS 3010 034719001 [**] KEYSTONE CO 80435 [**]
CLS 3010 036585001 [**] Mancos CO 81328 [**]
CLS 3010 036585002 [**] Mancos CO 81328 [**]
HIS 7010 710890001 [**] Monte Vista CO 81144 [**]
MAI / MFC 1010 019739001 [**] Pueblo CO 81001 [**]
MAI / MFC 1010 035480001 [**] Pueblo CO 81001 [**]
CLS 3010 036562001 [**] Snow Mass Village CO 81615 [**]
HIS 7010 720300001 [**] Snowmass Village CO 81615 [**]
CLS 3010 035574001 [**] Telluride CO 81435 [**]
CLS 3010 035574002 [**] Telluride CO 81435 [**]
HIS 7010 760433001 [**] Thorton CO 00000 [**]
CLS 3010 010158002 [**] Vail CO 81657 [**]
CLS 3010 017334004 [**] Vail CO 81657 [**]
CLS 3010 024191001 [**] Vail CO 81657 [**]
HIS 7010 713430001 [**] Vail CO 81657 [**]
HIS 7010 721670001 [**] Vail CO 81657 [**]
CLS 3010 034721001 [**] WINTER PARK CO 80482 [**]
CLS 3010 034954001 [**] Winter Park CO 80482 [**]
MAI / MFC 1010 005426501 [**] Bridgeport CT 06605 [**]
HIS 7010 712340001 [**] Bridgeport CT 06604 [**]
HIS 7010 718730001 [**] Cromwell CT 06416 [**]
CLS 3010 019957001 [**] Danbury CT 06810 [**]
CLS 3010 034620001 [**] Danbury CT 06810 [**]
MAI / MFC 1010 023170502 [**] East Hartford CT 06108 [**]
CLS 3010 034591001 [**] East Windsor CT 06088 [**]
CLS 3010 034569001 [**] Farmington CT 06032 [**]
MAI / MFC 1010 006949501 [**] Greenwich CT 06830 [**]
MAI / MFC 1010 022227008 [**] Greenwich CT 06830 [**]
MAI / MFC 1010 022227003 [**] Greenwich CT 06830 [**]
MAI / MFC 1010 002139001 [**] Hartford CT 06114 [**]
CLS 3010 034932001 [**] Hartford CT 06105 [**]
HIS 7010 714140001 [**] Hartford CT 06103 [**]
HIS 7010 712970001 [**] Mystic CT 06355 [**]
CLS 3010 014380001 [**] New Canaan CT 06840 [**]
MAI / MFC 1010 023760001 [**] New Haven CT 06520 [**]
MAI / MFC 1010 023760002 [**] New Haven CT 06511 [**]
MAI / MFC 1050 031303507 [**] New Haven CT 06511 [**]
CLS 3010 036589001 [**] North Haven CT 06473 [**]
HIS 7010 713020001 [**] Norwalk CT 06851 [**]
CLS 3010 033015001 [**] Norwich CT 06360 [**]
CLS 3010 034686001 [**] Novato CT 94948 [**]
MAI / MFC 1010 004340001 [**] Orange CT 06477 [**]
MAI / MFC 1010 033813004 [**] Rockville CT 06066 [**]
MAI / MFC 1010 019582001 [**] Shelton CT 06484 [**]
CLS 3010 034957001 [**] SIMSBURY CT 06070 [**]
CLS 3010 034684001 [**] Southbury CT 06488 [**]
MAI / MFC 1010 001684001 [**] Stamford CT 06906 [**]
HIS 7010 715760001 [**] Stamford CT 06907 [**]
CLS 3010 034983001 [**] Vernon CT 06066 [**]
CLS 3010 034983002 [**] Vernon CT 06066 [**]
HIS 7010 712890001 [**] West Hartford CT 06127 [**]
CLS 3010 015057001 [**] Windsor Locks CT 06096 [**]
CLS 3010 031736001 [**] Windsor Locks CT 06096 [**]
CLS 3010 010639004 [**] WASHINGTON DC 20058 [**]
CLS 3010 010655001 [**] Washington DC 20058 [**]
MAI / MFC 1010 012407001 [**] Washington DC 20007 [**]
MAI / MFC 1010 012407504 [**] Washington DC 20036 [**]
MAI / MFC 1010 013863001 [**] Washington DC 20007 [**]
MAI / MFC 1010 013863002 [**] Washington DC 20004 [**]
MAI / MFC 1010 032662001 [**] Washington DC 20004 [**]
CLS 3010 020988001 [**] Washington DC 20036 [**]
MAI / MFC 1010 024129002 [**] Washington DC 20007 [**]
CLS 3010 025310001 [**] Washington DC 20037 [**]
CLS 3010 025311001 [**] Washington DC 20037 [**]
CLS 3010 032211001 [**] Washington DC 20005 [**]
CLS 3010 034838001 [**] Washington DC 20006 [**]
CLS 3010 034974001 [**] Washington DC 20037 [**]
CLS 3010 034985001 [**] WASHINGTON DC 20001 [**]
CLS 3010 035269003 [**] Washington DC 20036 [**]
CLS 3010 035376001 [**] Washington DC 20036 [**]
CLS 3010 036517001 [**] Washington DC 20058 [**]
CLS 3010 036594001 [**] Washington DC 20037 [**]
CLS 3010 036636001 [**] Washington DC 20037 [**]
CLS 3010 036665001 [**] Washington DC 20037 [**]
HIS 7010 712990001 [**] Washington DC 20002 [**]
HIS 7010 713810001 [**] Washington DC 20036 [**]
HIS 7010 713820001 [**] Washington DC 20036 [**]
HIS 7010 714510001 [**] Washington DC 20006 [**]
HIS 7010 714750001 [**] Washington DC 20005 [**]
HIS 7010 714870001 [**] Washington DC 20024 [**]
HIS 7010 715520001 [**] Washington DC 20004 [**]
HIS 7010 716230001 [**] Washington DC 20004 [**]
HIS 7010 716930001 [**] Washington DC 20005 [**]
HIS 7010 717910001 [**] Washington DC 20008 [**]
HIS 7010 718700001 [**] Washington DC 20037 [**]
Appendix F-1-13
<PAGE> 45
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 719180001 [**] Washington DC 20001 [**]
HIS 7010 720540999 [**] Washington DC 20005 [**]
HIS 7010 720820001 [**] Washington DC 20036 [**]
HIS 7010 721360001 [**] Washington DC 20001 [**]
HIS 7010 721380001 [**] Washington DC 20005 [**]
HIS 7010 721400001 [**] Washington DC 20037 [**]
HIS 7010 721680001 [**] Washington DC 20037 [**]
HIS 7010 716830001 [**] Washington Dc DC 20024 [**]
MAI / MFC 1010 036969001 [**] Dover DE 19904 [**]
MAI / MFC 1010 017183008 [**] New Castle DE 19720 [**]
HIS 7010 720160001 [**] Newark DE 19713 [**]
MAI / MFC 4010 021867001 [**] Newport DE 19804 [**]
MAI / MFC 4010 034471001 [**] Newport DE 19804 [**]
MAI / MFC 1010 031628001 [**] Wilmington DE 19899 [**]
MAI / MFC 1010 032966001 [**] WILMINGTON DE 19894 [**]
MAI / MFC 1010 032966003 [**] Wilmington DE 19808 [**]
MAI / MFC 1010 034253001 [**] Wilmington DE 19899 [**]
GSI 9010 037087001 [**] Wilmington DE 19804 [**]
MAI / MFC 1010 011717001 [**] Yorklyn DE 19736 [**]
MAI / MFC 1010 000851506 [**] Altamonte Springs FL 32701 [**]
CLS 3010 022746001 [**] Altamonte Springs FL 32714 [**]
CLS 3010 034999001 [**] Aventura FL 33180 [**]
MAI / MFC 1010 033813006 [**] Bartow FL 33830 [**]
MAI / MFC 1010 008157002 [**] Boca Raton FL 33487 [**]
CLS 3010 018727001 [**] Boca Raton FL 33432 [**]
MAI / MFC 1010 018833002 [**] Boca Raton FL 33434 [**]
CLS 3010 021423001 [**] Boca Raton FL 33434 [**]
CLS 3010 034918001 [**] Boca Raton FL 33431 [**]
CLS 3010 034799001 [**] Bradenton FL 34210 [**]
CLS 3010 034568001 [**] Cape Coral FL 33904 [**]
CLS 3010 034568002 [**] Cape Coral FL 33915 [**]
HIS 7010 710700001 [**] City Beach FL 32407 [**]
MAI / MFC 1010 000818507 [**] Clearwater FL 34620 [**]
MAI / MFC 1010 002737508 [**] Clearwater FL 34625 [**]
CLS 3010 035246001 [**] Clearwater FL 34616 [**]
HIS 7010 710020001 [**] Clearwater Bch. FL 34623 [**]
HIS 7010 710020002 [**] Clearwater Bch. FL 34623 [**]
HIS 7010 710020003 [**] Clearwater Bch. FL 34623 [**]
HIS 7010 717110001 [**] Coconut Grove FL 33133 [**]
CLS 3010 034586001 [**] Coral Gables FL 33131 [**]
CLS 3010 035354001 [**] Coral Gables FL 33134 [**]
CLS 3010 036663001 [**] Coral Gables FL 33134 [**]
MAI / MFC 1010 031888501 [**] Dania FL 33312 [**]
MAI / MFC 4010 018877001 [**] Daytona Beach FL 32114 [**]
CLS 3010 034616001 [**] Daytona Beach FL 32015 [**]
CLS 3010 035327001 [**] Daytona Beach FL 32114 [**]
MAI / MFC 1010 036150001 [**] Daytona Beach FL 32119 [**]
HIS 7010 710050001 [**] Daytona Beach FL 32118 [**]
HIS 7010 711000001 [**] Daytona Beach FL 32015 [**]
HIS 7010 711090001 [**] Daytona Beach FL 32118 [**]
HIS 7010 714630001 [**] Daytona Beach FL 32118 [**]
HIS 7010 720460999 [**] Daytona Beach FL 32118 [**]
CLS 3010 034815001 [**] Daytona Beach Shores FL 32118 [**]
MAI / MFC 1010 013586001 [**] Deerfield Beach FL 33442 [**]
HIS 7010 713530001 [**] Deerfield Beach FL 33441 [**]
MAI / MFC 1010 002747010 [**] Destin FL 32541 [**]
HIS 7010 713760001 [**] Destin FL 32541 [**]
CLS 3010 036769006 [**] Flamingo FL 33034 [**]
MAI / MFC 1010 020035001 [**] Fort Lauderdale FL 33309 [**]
CLS 3010 030978001 [**] Fort Lauderdale FL 33304 [**]
CLS 3010 032105001 [**] Fort Lauderdale FL 33304 [**]
CLS 3010 034647001 [**] Fort Lauderdale FL 33309 [**]
CLS 3010 036590001 [**] Fort Lauderdale FL 33310 [**]
HIS 7010 711100001 [**] Fort Lauderdale FL 33326 [**]
HIS 7010 716710001 [**] Fort Lauderdale FL 33316 [**]
HIS 7010 718320001 [**] Fort Lauderdale FL 33306 [**]
HIS 7010 721510001 [**] Fort Lauderdale FL 33334 [**]
CLS 3010 034990001 [**] Fort Walton Beach FL 32548 [**]
MAI / MFC 1010 002737503 [**] Ft Meyers FL 33908 [**]
CLS 3010 021760001 [**] Ft. Myers FL 33908 [**]
CLS 3010 030789003 [**] Ft. Myers FL 33906 [**]
HIS 7010 719640001 [**] Ft. Myers FL 33901 [**]
MAI / MFC 1010 020732501 [**] Haines City FL 33844 [**]
MAI / MFC 1010 013214001 [**] Hialeah Gardens FL 33016 [**]
MAI / MFC 1010 002747001 [**] Hollywood FL 33020 [**]
MAI / MFC 1010 091012001 [**] Hollywood FL 33020 [**]
CLS 3010 005317002 [**] Hollywood FL 33022 [**]
MAI / MFC 1010 002747006 [**] Jacksonville FL 32257 [**]
MAI / MFC 1010 018661006 [**] Jacksonville FL 32207 [**]
MAI / MFC 1010 033148001 [**] Jacksonville FL 32205 [**]
MAI / MFC 1010 036433001 [**] Jacksonville FL 32205 [**]
HIS 7010 712720001 [**] Jacksonville FL 32250 [**]
HIS 7010 717800001 [**] Jacksonville FL 32202 [**]
CLS 3010 031438002 [**] Jensen Beach FL 34957 [**]
HIS 7010 716440001 [**] Jupiter FL 33477 [**]
CLS 3010 036605001 [**] Key Biscayne FL 33149 [**]
CLS 3010 036890001 [**] Key Biscayne FL 33149 [**]
CLS 3010 036592001 [**] Key Largo FL 33037 [**]
HIS 7010 717630001 [**] Key Largo FL 33037 [**]
HIS 7010 719070001 [**] Key West FL 33040 [**]
CLS 3010 030251001 [**] Kissimmee FL 34746 [**]
CLS 3010 031049001 [**] Kissimmee FL 34746 [**]
CLS 3010 034697001 [**] Kissimmee FL 34746 [**]
HIS 7010 712770001 [**] Kissimmee FL 32743 [**]
HIS 7010 712780001 [**] Kissimmee FL 32743 [**]
HIS 7010 721110001 [**] Kissimmee FL 34746 [**]
CLS 3010 030139002 [**] Lake Buena Vista FL 32818 [**]
CLS 3010 034259001 [**] Lake Buena Vista FL 32830 [**]
CLS 3010 034391001 [**] Lake Buena Vista FL 32830 [**]
CLS 3010 034551001 [**] Lake Buena Vista FL 32830 [**]
CLS 3010 035023001 [**] LAKE BUENA VISTA FL 32830 [**]
CLS 3010 036561001 [**] Lake Buena Vista FL 32830 [**]
MAI / MFC 1010 019678001 [**] Lake Wales FL 33853 [**]
MAI / MFC 1010 019678003 [**] Lake Wales FL 33859 [**]
MAI / MFC 1010 025072001 [**] Lake Wales FL 03079 [**]
MAI / MFC 1010 090704070 [**] Lake Wales FL 33853 [**]
Appendix F-1-14
<PAGE> 46
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 014144508 [**] Lakeland FL 33804 [**]
MAI / MFC 1010 033813025 [**] Lakeland FL 33801 [**]
MAI / MFC 1010 036698001 [**] Lakeland FL 33805 [**]
MAI / MFC 1010 005963001 [**] Largo FL 34647 [**]
HIS 7010 716360001 [**] Lauderhill FL 33319 [**]
MAI / MFC 1010 015760004 [**] Leesburg FL 34748 [**]
CLS 3010 004702509 [**] Lehigh Acres FL 33936 [**]
CLS 3010 010195001 [**] Long Boat Key FL 34228 [**]
CLS 3010 001555001 [**] Longboat Key FL 34228 [**]
MAI / MFC 1020 025550001 [**] Longwood FL 32750 [**]
MAI / MFC 1010 002737507 [**] Melbourne FL 32904 [**]
MAI / MFC 1010 002747003 [**] Miami FL 33166 [**]
CLS 3010 006540001 [**] Miami FL 33199 [**]
CLS 3010 006541002 [**] Miami FL 33199 [**]
MAI / MFC 1010 007073504 [**] Miami FL 33166 [**]
MAI / MFC 1010 019765001 [**] Miami FL 33142 [**]
MAI / MFC 1010 033813013 [**] Miami FL 33167 [**]
CLS 3010 034628001 [**] Miami FL 33178 [**]
CLS 3010 035022001 [**] MIAMI FL 33166 [**]
MAI / MFC 1010 037001001 [**] Miami FL 33056 [**]
HIS 7010 710550001 [**] Miami FL 33126 [**]
HIS 7010 711620001 [**] Miami FL 33129 [**]
HIS 7010 712100001 [**] Miami FL 33132 [**]
HIS 7010 712940001 [**] Miami FL 33142 [**]
HIS 7010 713600001 [**] Miami FL 33173 [**]
HIS 7010 715400001 [**] Miami FL 33129 [**]
HIS 7010 715470001 [**] Miami FL 33126 [**]
HIS 7010 715530001 [**] Miami FL 33178 [**]
HIS 7010 716000001 [**] Miami FL 33131 [**]
HIS 7010 717180001 [**] Miami FL 33131 [**]
HIS 7010 718440001 [**] Miami FL 33129 [**]
HIS 7010 719580999 [**] Miami FL 33178 [**]
HIS 7010 719790001 [**] Miami FL 33142 [**]
CLS 3010 034617001 [**] Miami Beach FL 33141 [**]
CLS 3010 036876001 [**] Miami Beach FL 33139 [**]
HIS 7010 710210001 [**] Miami Beach FL 33140 [**]
HIS 7010 711640001 [**] Miami Beach FL 33140 [**]
HIS 7010 713630001 [**] Miami Beach FL 33140 [**]
HIS 7010 720420001 [**] Miami Beach FL 33140 [**]
CLS 3010 019868001 [**] N. Miami FL 33181 [**]
HIS 7010 711230001 [**] N. Miami FL 33161 [**]
HIS 7010 718100001 [**] N. Miami FL 33161 [**]
CLS 3010 034999002 [**] N. Miami Beach FL 33180 [**]
MAI / MFC 1010 022227004 [**] Naples FL 33942 [**]
MAI / MFC 1010 030705001 [**] Naples FL 34102 [**]
MAI / MFC 1010 030705003 [**] Naples FL 33942 [**]
HIS 7010 716670001 [**] Naples FL 33963 [**]
HIS 7010 717380001 [**] Naples FL 33940 [**]
HIS 7010 719140001 [**] Naples FL 33940 [**]
MAI / MFC 1010 000818509 [**] New Port Richey FL 34654 [**]
MAI / MFC 1010 002747008 [**] Ocala FL 32671 [**]
CLS 3010 018969001 [**] Ocala FL 32674 [**]
CLS 3010 018969002 [**] Ocala FL 32674 [**]
CLS 3010 021711001 [**] Ocala FL 32674 [**]
CLS 3010 037133001 [**] Ocala FL 34482 [**]
MAI / MFC 1010 002341003 [**] Orlando FL 32824 [**]
MAI / MFC 1010 002747501 [**] Orlando FL 32809 [**]
MAI / MFC 1010 002795001 [**] Orlando FL 32809 [**]
CLS 3010 004580007 [**] Orlando FL 32819 [**]
CLS 3010 015423001 [**] Orlando FL 32819 [**]
MAI / MFC 1010 017269001 [**] Orlando FL 32741 [**]
MAI / MFC 1010 018661002 [**] Orlando FL 32810 [**]
CLS 3010 020677001 [**] Orlando FL 32821 [**]
CLS 3010 020677002 [**] Orlando FL 32821 [**]
MAI / MFC 4010 021331510 [**] Orlando FL 32821 [**]
MAI / MFC 4010 021873001 [**] Orlando FL 32821 [**]
CLS 3010 030139001 [**] Orlando FL 32836 [**]
MAI / MFC 1010 030736507 [**] Orlando FL 32819 [**]
CLS 3010 031049002 [**] Orlando FL 32819 [**]
CLS 3010 031438001 [**] Orlando FL 32821 [**]
CLS 3010 031865001 [**] Orlando FL 32819 [**]
MAI / MFC 1010 032176002 [**] Orlando FL 32854 [**]
CLS 3010 032829001 [**] Orlando FL 32809 [**]
MAI / MFC 4010 034326001 [**] Orlando FL 32821 [**]
MAI / MFC 4010 034348001 [**] Orlando FL 32837 [**]
CLS 3010 034688001 [**] Orlando FL 32821 [**]
CLS 3010 034940001 [**] ORLANDO FL 32812 [**]
CLS 3010 036618001 [**] Orlando FL 32819 [**]
HIS 7010 710070002 [**] Orlando FL 32809 [**]
HIS 7010 711260001 [**] Orlando FL 32805 [**]
HIS 7010 711950999 [**] Orlando FL 32830 [**]
HIS 7010 712870001 [**] Orlando FL 32810 [**]
HIS 7010 713060001 [**] Orlando FL 32808 [**]
HIS 7010 713100001 [**] Orlando FL 32809 [**]
HIS 7010 717840001 [**] Orlando FL 32801 [**]
HIS 7010 718240001 [**] Orlando FL 32819 [**]
HIS 7010 718690001 [**] Orlando FL 32819 [**]
HIS 7010 719170001 [**] Orlando FL 32812 [**]
HIS 7010 720850001 [**] Orlando FL 32821 [**]
HIS 7010 764640001 [**] Orlando FL 34746 [**]
HIS 7010 714030001 [**] Palm Beach FL 33480 [**]
CLS 3010 034549001 [**] Palm Beach Gardens FL 33410 [**]
CLS 3010 036996001 [**] Palm Beach Gardens FL 33418 [**]
CLS 3010 034941001 [**] Palm Coast FL 32137 [**]
MAI / MFC 1010 002747013 [**] Panama City Beach FL 32408 [**]
CLS 3010 033935001 [**] Panama City Beach FL 32407 [**]
CLS 3010 033935002 [**] Panama City Beach FL 32407 [**]
HIS 7010 713130001 [**] Panama City Beach FL 32417 [**]
MAI / MFC 1010 033148002 [**] Pembrooke Pines FL 33029 [**]
MAI / MFC 1010 008663502 [**] PENSACOLA FL 32534 [**]
MAI / MFC 1010 014144030 [**] Pensacola FL 32505 [**]
HIS 7010 720180001 [**] Pensacola FL 32514 [**]
CLS 3010 034949001 [**] Plantation FL 33324 [**]
MAI / MFC 4010 020472001 [**] Pompano Beach FL 33060 [**]
MAI / MFC 4010 020472006 [**] Pompano Beach FL 33064 [**]
MAI / MFC 4010 020732001 [**] Pompano Beach FL 33060 [**]
Appendix F-1-15
<PAGE> 47
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 4010 031841001 [**] Pompano Beach FL 33064 [**]
MAI / MFC 1010 034407003 [**] Pompano Beach FL 33064 [**]
HIS 7010 718390001 [**] Ponte Vedra FL 32082 [**]
HIS 7010 718400001 [**] Port Charlotte FL 33952 [**]
MAI / MFC 1010 002737502 [**] Port St. Lucie FL 34952 [**]
HIS 7010 721260001 [**] Port St. Lucie FL 33452 [**]
MAI / MFC 1010 018661003 [**] Riviera Beach FL 33404 [**]
MAI / MFC 1010 002747004 [**] Sarasota FL 34234 [**]
MAI / MFC 1010 016118002 [**] Sarasota FL 34243 [**]
CLS 3010 031552001 [**] St. Petersburg FL 33706 [**]
MAI / MFC 1010 033813020 [**] St. Petersburg FL 33714 [**]
HIS 7010 713330001 [**] St. Petersburg FL 33706 [**]
HIS 7010 716120999 [**] St. Petersburg FL 33701 [**]
CLS 3010 036572001 [**] Stuart FL 34996 [**]
MAI / MFC 1010 014144029 [**] Talahasse FL 32304 [**]
HIS 7010 720210001 [**] Tallahasee FL 32303 [**]
CLS 3010 034867001 [**] Tallahassee FL 32315 [**]
CLS 3010 034867002 [**] Tallahassee FL 32301 [**]
MAI / MFC 1010 004475002 [**] Tampa FL 33607 [**]
MAI / MFC 1010 007073503 [**] Tampa FL 33605 [**]
CLS 3010 008353001 [**] Tampa FL 33609 [**]
MAI / MFC 1010 018661008 [**] Tampa FL 33605 [**]
MAI / MFC 1010 032203004 [**] Tampa FL 33619 [**]
MAI / MFC 4010 034349001 [**] Tampa FL 33619 [**]
HIS 7010 715000001 [**] Tampa FL 33610 [**]
HIS 7010 718670001 [**] Tampa FL 33602 [**]
HIS 7010 719620001 [**] Tampa FL 33609 [**]
HIS 7010 720220001 [**] Tampa FL 33617 [**]
HIS 7010 720850999 [**] Tampa FL 33619 [**]
MAI / MFC 1010 032176004 [**] Valrico FL 33594 [**]
MAI / MFC 1010 031630001 [**] Vero Beach FL 32961 [**]
MAI / MFC 1010 035759001 [**] Vero Beach FL 32961 [**]
CLS 3010 031672001 [**] W. Palm Beach FL 33414 [**]
MAI / MFC 1010 002748001 [**] West Palm Beach FL 33407 [**]
MAI / MFC 1010 014144510 [**] West Palm Beach FL 33407 [**]
MAI / MFC 1020 025550004 [**] Winter Park FL 32789 [**]
MAI / MFC 1010 018661005 [**] Albany GA 31705 [**]
HIS 7010 714080001 [**] Athens GA 30605 [**]
CLS 3010 003781006 [**] Atlanta GA 30305 [**]
MAI / MFC 1010 003840001 [**] Atlanta GA 30339 [**]
MAI / MFC 1010 003840003 [**] Atlanta GA 30336 [**]
MAI / MFC 1010 003841001 [**] Atlanta GA 30336 [**]
MAI / MFC 1010 003842001 [**] Atlanta GA 30336 [**]
CLS 3010 004596001 [**] Atlanta GA 30339 [**]
MAI / MFC 1010 008086005 [**] Atlanta GA 30318 [**]
MAI / MFC 1030 012850001 [**] Atlanta GA 30318 [**]
MAI / MFC 1010 014439001 [**] Atlanta GA 30378 [**]
MAI / MFC 1010 015760001 [**] Atlanta GA 30336 [**]
MAI / MFC 1010 020300001 [**] Atlanta GA 30331 [**]
CLS 3010 025410001 [**] Atlanta GA 30346 [**]
MAI / MFC 4010 030601001 [**] Atlanta GA 30318 [**]
MAI / MFC 1010 031888001 [**] Atlanta GA 30336 [**]
CLS 3010 034821001 [**] Atlanta GA 30309 [**]
CLS 3010 034915001 [**] ATLANTA GA 30339 [**]
CLS 3010 034967001 [**] Atlanta GA 30303 [**]
CLS 3010 035499001 [**] Atlanta GA 30329 [**]
CLS 3010 036977001 [**] Atlanta GA 30319 [**]
CLS 3010 037004001 [**] Atlanta GA 80819 [**]
CLS 3010 037088001 [**] Atlanta GA 30338 [**]
CLS 3010 037464001 [**] Atlanta GA 30326 [**]
HIS 7010 710280001 [**] Atlanta GA 30303 [**]
HIS 7010 710530001 [**] Atlanta GA 30345 [**]
HIS 7010 710540001 [**] Atlanta GA 30308 [**]
HIS 7010 711050001 [**] Atlanta GA 30308 [**]
HIS 7010 711060001 [**] Atlanta GA 30308 [**]
HIS 7010 711250001 [**] Atlanta GA 30324 [**]
HIS 7010 711280001 [**] Atlanta GA 30315 [**]
HIS 7010 711920001 [**] Atlanta GA 30324 [**]
HIS 7010 712210001 [**] Atlanta GA 30303 [**]
HIS 7010 712230001 [**] Atlanta GA 30318 [**]
HIS 7010 712420001 [**] Atlanta GA 30341 [**]
HIS 7010 712790001 [**] Atlanta GA 30324 [**]
HIS 7010 712880001 [**] Atlanta GA 30326 [**]
HIS 7010 712950001 [**] Atlanta GA 30308 [**]
HIS 7010 714050001 [**] Atlanta GA 30339 [**]
HIS 7010 714060001 [**] Atlanta GA 30339 [**]
HIS 7010 714610001 [**] Atlanta GA 30339 [**]
HIS 7010 717400001 [**] Atlanta GA 30329 [**]
HIS 7010 717690001 [**] Atlanta GA 30335 [**]
HIS 7010 720630001 [**] Atlanta GA 30354 [**]
HIS 7010 720690001 [**] Atlanta GA 30339 [**]
HIS 7010 721610001 [**] Atlanta GA 30326 [**]
HIS 7010 721640001 [**] Atlanta GA 30343 [**]
MAI / MFC 1020 020896001 [**] Augusta GA 30913 [**]
CLS 3010 034917001 [**] Augusta GA 30909 [**]
HIS 7010 712240001 [**] Augusta GA 30907 [**]
MAI / MFC 1010 019661001 [**] Austell GA 30336 [**]
MAI / MFC 1010 019151002 [**] Austell GA 30001 [**]
MAI / MFC 1010 010910002 [**] Austelle GA 30001 [**]
MAI / MFC 4010 034327001 [**] Bogart GA 30622 [**]
CLS 3010 034662001 [**] Bruinswick GA 31520 [**]
MAI / MFC 1010 006920001 [**] Chamblee GA 30341 [**]
HIS 7010 037428003 [**] College Park GA 30337 [**]
HIS 7010 712180001 [**] College Park GA 30337 [**]
MAI / MFC 1010 033688001 [**] Conley GA 30027 [**]
MAI / MFC 4010 031183004 [**] Conyers GA 30207 [**]
MAI / MFC 4010 032554001 [**] Conyers GA 30207 [**]
MAI / MFC 4010 034323001 [**] Conyers GA 30207 [**]
MAI / MFC 1010 036492001 [**] Cordele GA 31015 [**]
HIS 7010 722270001 [**] Duluth GA 30136 [**]
MAI / MFC 1010 018661009 [**] Gainesville GA 30501 [**]
MAI / MFC 4010 031623004 [**] Gainesville GA 30501 [**]
MAI / MFC 1010 036132001 [**] Gainesville GA 30501 [**]
MAI / MFC 1010 019664001 [**] Garden City GA 31408 [**]
MAI / MFC 1010 018661011 [**] Grovetown GA 30813 [**]
MAI / MFC 1010 018661001 [**] Hapeville GA 30321 [**]
Appendix F-1-16
<PAGE> 48
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 090735073 [**] Hapeville GA 30354 [**]
HIS 7010 721170001 [**] Helen GA 30545 [**]
MAI / MFC 1010 007118001 [**] Jackson GA 30233 [**]
HIS 7010 719940001 [**] Jonesboro GA 30236 [**]
MAI / MFC 1010 012595001 [**] Kennesaw GA 30144 [**]
HIS 7010 712750001 [**] Kingsland GA 30324 [**]
HIS 7010 720860001 [**] Lake Lanier Islands GA 30518 [**]
HIS 7010 720080001 [**] Lavonia GA 30553 [**]
HIS 7010 719890001 [**] Lithia Springs GA 30057 [**]
HIS 7010 712090001 [**] Lithia Springs GA 30057 [**]
HIS 7010 721430999 [**] Lithia Springs GA 30057 [**]
MAI / MFC 1010 019663001 [**] Macon GA 31206 [**]
CLS 3010 010404001 [**] Macon GA 31202 [**]
CLS 3010 034759001 [**] MACON GA 31202 [**]
HIS 7010 760216001 [**] Macon GA 00000 [**]
CLS 3010 010656002 [**] Marietta GA 30064 [**]
MAI / MFC 4010 032249007 [**] Marietta GA 30061 [**]
HIS 7010 714020001 [**] Marietta GA 30067 [**]
HIS 7010 768887001 [**] Marietta GA 30067 [**]
HIS 7010 716770001 [**] Mcrae GA 31055 [**]
MAI / MFC 1010 002747009 [**] Norcross GA 30071 [**]
MAI / MFC 1010 007887007 [**] Norcross GA 30091 [**]
CLS 3010 030789004 [**] Norcross GA 30075 [**]
CLS 3010 034660001 [**] Norcross GA 30071 [**]
HIS 7010 719920001 [**] Norcross GA 30136 [**]
CLS 3010 036519001 [**] Peachtree City GA 30269 [**]
MAI / MFC 1010 018661004 [**] Pooler GA 31408 [**]
MAI / MFC 1010 014144008 [**] Savannah GA 31401 [**]
HIS 7010 712610001 [**] Savannah GA 31406 [**]
HIS 7010 713270001 [**] Savannah GA 31419 [**]
HIS 7010 722130001 [**] Smyrna GA 30080 [**]
CLS 3010 014864001 [**] St. Simmons Island GA 31522 [**]
HIS 7010 719930001 [**] Stockbridge GA 30281 [**]
HIS 7010 711480001 [**] Stone Mountain GA 30086 [**]
HIS 7010 713900001 [**] Stone Mountain GA 30086 [**]
HIS 7010 714090001 [**] Stone Mountain GA 30086 [**]
MAI / MFC 1010 020896002 [**] Swainsboro GA 30401 [**]
MAI / MFC 1010 008157006 [**] Tignall GA 30668 [**]
MAI / MFC 1010 007073001 [**] Tucker GA 30084 [**]
CLS 3010 034705001 [**] Tucker GA 30084 [**]
HIS 7010 715130001 [**] Tucker GA 30084 [**]
HIS 7010 721770999 [**] Tybee Island GA 31328 [**]
HIS 7010 721920001 [**] Tybee Island GA 31328 [**]
HIS 7010 713420001 [**] Union City GA 30291 [**]
MAI / MFC 1010 012596001 [**] Woodstock GA 30188 [**]
MAI / MFC 1010 014536001 [**] Honolulu HI 96809 [**]
CLS 3010 034515001 [**] Honolulu HI 96815 [**]
CLS 3010 034521001 [**] Honolulu HI 96815 [**]
CLS 3010 034521002 [**] Honolulu HI 96815 [**]
CLS 3010 034690001 [**] Honolulu HI 96815 [**]
CLS 3010 034690002 [**] Honolulu HI 96815 [**]
CLS 3010 034690003 [**] Honolulu HI 96815 [**]
CLS 3010 034690004 [**] Honolulu HI 96815 [**]
CLS 3010 034690005 [**] Honolulu HI 96815 [**]
CLS 3010 034690006 [**] Honolulu HI 96815 [**]
CLS 3010 034690010 [**] Honolulu HI 96815 [**]
CLS 3010 034690011 [**] Honolulu HI 96815 [**]
CLS 3010 034690012 [**] Honolulu HI 96815 [**]
CLS 3010 034690013 [**] Honolulu HI 96815 [**]
CLS 3010 034690014 [**] Honolulu HI 96815 [**]
CLS 3010 034690016 [**] Honolulu HI 96815 [**]
CLS 3010 034690023 [**] Honolulu HI 96815 [**]
CLS 3010 034809001 [**] Honolulu HI 96815 [**]
CLS 3010 034900001 [**] Honolulu HI 96815 [**]
CLS 3010 034958001 [**] Honolulu HI 96815 [**]
CLS 3010 035027001 [**] Honolulu HI 96815 [**]
CLS 3010 035506001 [**] Honolulu HI 96815 [**]
CLS 3010 035512001 [**] Honolulu HI 96815 [**]
MAI / MFC 1010 036134007 [**] Honolulu HI 96819 [**]
CLS 3010 037201001 [**] Honolulu HI 96815 [**]
CLS 3010 037211001 [**] Honolulu HI 96815 [**]
CLS 3010 037317001 [**] Honolulu HI 96815 [**]
HIS 7010 712050001 [**] Honolulu HI 96815 [**]
HIS 7010 713860001 [**] Honolulu HI 96813 [**]
HIS 7010 713960001 [**] Honolulu HI 96805 [**]
HIS 7010 714480001 [**] Honolulu HI 96815 [**]
HIS 7010 714490001 [**] Honolulu HI 96814 [**]
HIS 7010 716250001 [**] Honolulu HI 96815 [**]
HIS 7010 716460001 [**] Honolulu HI 96816 [**]
HIS 7010 716480001 [**] Honolulu HI 96815 [**]
HIS 7010 717240001 [**] Honolulu HI 96815 [**]
HIS 7010 718030001 [**] Honolulu HI 96815 [**]
HIS 7010 718070001 [**] Honolulu HI 96814 [**]
HIS 7010 719301001 [**] Honolulu HI 96815 [**]
HIS 7010 721320001 [**] Honolulu HI 96815 [**]
HIS 7010 721970001 [**] Honolulu HI 96815 [**]
HIS 7010 721970999 [**] Honolulu HI 96815 [**]
HIS 7010 722020999 [**] Honolulu HI 96815 [**]
CLS 3010 034690007 [**] Kailua Kona HI 96740 [**]
CLS 3010 034690026 [**] Kailua Kona HI 96740 [**]
HIS 7010 714300001 [**] Kamuela HI 96743 [**]
CLS 3010 034690027 [**] Kanuala HI 96743 [**]
CLS 3010 034587001 [**] Kapaa HI 96746 [**]
CLS 3010 034723001 [**] Kapaa Kauai HI 96746 [**]
CLS 3010 034690028 [**] Kapea HI 96746 [**]
CLS 3010 036566001 [**] Kapolei HI 96707 [**]
CLS 3010 034690018 [**] Kihei HI 96753 [**]
HIS 7010 716470001 [**] Kihei HI 96753 [**]
HIS 7010 717060001 [**] Kihei HI 96753 [**]
CLS 3010 036584001 [**] Kihei Maui HI 96753 [**]
CLS 3010 034690025 [**] Kihie HI 96753 [**]
HIS 7010 715980001 [**] Kihie HI 96753 [**]
HIS 7010 717070001 [**] Kohala Coast HI 96743 [**]
HIS 7010 717080001 [**] Kohala Coast HI 96743 [**]
CLS 3010 034690030 [**] Koloa HI 96756 [**]
CLS 3010 034729001 [**] KOLOA HI 96756 [**]
Appendix F-1-17
<PAGE> 49
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 034690024 [**] Lahaina HI 96761 [**]
CLS 3010 034726001 [**] Lahaina HI 96761 [**]
CLS 3010 034736002 [**] Lahaina HI 96761 [**]
CLS 3010 034791001 [**] Lahaina HI 96761 [**]
CLS 3010 035047001 [**] Lahaina HI 96761 [**]
HIS 7010 716450001 [**] Lahaina HI 96761 [**]
HIS 7010 721620001 [**] Lahaina HI 96761 [**]
CLS 3010 034690021 [**] Lihue HI 96766 [**]
CLS 3010 034690022 [**] Lihue HI 96766 [**]
CLS 3010 034690029 [**] Lihue HI 96786 [**]
HIS 7010 721590001 [**] Lihue HI 96761 [**]
CLS 3010 034690008 [**] Maui HI 96753 [**]
CLS 3010 034690009 [**] Maui HI 96753 [**]
CLS 3010 034690017 [**] Maui HI 96753 [**]
CLS 3010 034690019 [**] Maui HI 96761 [**]
CLS 3010 034690020 [**] Maui HI 96761 [**]
CLS 3010 033945001 [**] Princeville HI 96722 [**]
HIS 7010 714290001 [**] Princeville HI 96722 [**]
MAI / MFC 1010 035762001 [**] Wahiawa HI 96786 [**]
CLS 3010 034621001 [**] Wailea HI 96753 [**]
HIS 7010 720900001 [**] Wailea HI 96753 [**]
CLS 3010 034690031 [**] Waimea HI 96796 [**]
HIS 7010 716370001 [**] Ames IA 50011 [**]
HIS 7010 714840001 [**] Burlington IA 52601 [**]
MAI / MFC 1010 022898002 [**] Cedar Rapids IA 52404 [**]
CLS 3010 037381001 [**] Cedar Rapids IA 52404 [**]
HIS 7010 714760999 [**] Cedar Rapids IA 52401 [**]
HIS 7010 721680999 [**] Cedar Rapids IA 52402 [**]
HIS 7010 712740001 [**] Coralville IA 52241 [**]
CLS 3010 034656001 [**] Des Moines IA 50309 [**]
HIS 7010 718950001 [**] Des Moines IA 50308 [**]
HIS 7010 719460001 [**] Des Moines IA 50309 [**]
HIS 7010 710800001 [**] Dubuque IA 52001 [**]
HIS 7010 712500001 [**] Dubuque IA 52001 [**]
MAI / MFC 1020 022130001 [**] Grimes IA 50111 [**]
MAI / MFC 1010 015097502 [**] Marshalltown IA 50158 [**]
HIS 7010 714880001 [**] Waterloo IA 50704 [**]
MAI / MFC 1010 007768001 [**] Boise ID 83705 [**]
MAI / MFC 1010 010699001 [**] Boise ID 83706 [**]
CLS 3010 034543001 [**] Ketchum ID 83340 [**]
MAI / MFC 1010 007467002 [**] Kimberly ID 83341 [**]
MAI / MFC 1010 012854001 [**] McCall ID 83638 [**]
MAI / MFC 1020 008971001 [**] Post Falls ID 83854 [**]
CLS 3010 034899001 [**] SANDPOINT ID 83864 [**]
CLS 3010 034899002 [**] SANDPOINT ID 83864 [**]
CLS 3010 036554001 [**] Sandpoint ID 83864 [**]
CLS 3010 034636001 [**] Sun Valley ID 83354 [**]
HIS 7010 720960001 [**] Sun Valley ID 83353 [**]
MAI / MFC 1010 011616001 [**] Addison IL 60101 [**]
MAI / MFC 1010 031727001 [**] Addison IL 60101 [**]
MAI / MFC 1010 031727004 [**] Addison IL 60101 [**]
MAI / MFC 1010 034212001 [**] Alisp IL 60658 [**]
MAI / MFC 1010 013116003 [**] Alsip IL 60658 [**]
MAI / MFC 4010 022884002 [**] Alsip IL 60658 [**]
MAI / MFC 1010 031753004 [**] AMF O'Hare IL 60666 [**]
CLS 3010 036679001 [**] Argonne IL 60439 [**]
CLS 3010 037465001 [**] Argonne IL 60439 [**]
MAI / MFC 1010 009571004 [**] Arlington Heights IL 60004 [**]
MAI / MFC 1010 010302001 [**] Arlington Heights IL 60004 [**]
HIS 7010 715080001 [**] Arlington Heights IL 60004 [**]
MAI / MFC 1010 015097002 [**] Aurora IL 60504 [**]
MAI / MFC 1010 015097503 [**] Aurora IL 60504 [**]
MAI / MFC 1010 033188001 [**] Aurora IL 60504 [**]
MAI / MFC 1010 032564002 [**] Aurora IL 60504 [**]
MAI / MFC 1010 032944002 [**] Barrington IL 60010 [**]
MAI / MFC 1020 035226001 [**] Bartonville IL 61607 [**]
MAI / MFC 4010 011492003 [**] Batavia IL 60510 [**]
MAI / MFC 4010 031420001 [**] Batavia IL 60510 [**]
MAI / MFC 1010 008157007 [**] Bedford Park IL 60638 [**]
MAI / MFC 1010 008157008 [**] Bedford Park IL 60638 [**]
MAI / MFC 1010 025560001 [**] Bedford Park IL 60638 [**]
MAI / MFC 1010 036380001 [**] Bedford Park IL 60638 [**]
GSI 9010 037038002 [**] Belleville IL 62223 [**]
CLS 3010 036873001 [**] Big Rock IL 60511 [**]
CLS 3010 036989001 [**] Big Rock IL 60511 [**]
MAI / MFC 4010 007629001 [**] Blue Island IL 60406 [**]
MAI / MFC 1010 003239001 [**] Bridgeview IL 60455 [**]
MAI / MFC 1010 008326002 [**] Broadview IL 60153 [**]
MAI / MFC 1010 008326006 [**] Broadview IL 60153 [**]
MAI / MFC 4010 032203001 [**] Burr Ridge IL 60521 [**]
MAI / MFC 1010 014546001 [**] Burridge IL 60521 [**]
MAI / MFC 1010 004029501 [**] Carol Stream IL 60188 [**]
CLS 3010 035340001 [**] Champagne IL 61820 [**]
CLS 3010 034279001 [**] Champaign IL 61820 [**]
HIS 7010 711500001 [**] Champaign IL 61820 [**]
MAI / MFC 1010 000870001 [**] Chicago IL 60641 [**]
MAI / MFC 1010 001716001 [**] Chicago IL 60608 [**]
MAI / MFC 1010 018481001 [**] Chicago IL 60608 [**]
MAI / MFC 1010 001838001 [**] Chicago IL 60604 [**]
MAI / MFC 1010 004166001 [**] CHICAGO IL 60632 [**]
MAI / MFC 4010 004807001 [**] CHICAGO IL 60612 [**]
MAI / MFC 1010 005787001 [**] Chicago IL 60638 [**]
MAI / MFC 1010 008086001 [**] Chicago IL 60638 [**]
MAI / MFC 1010 008086003 [**] Chicago IL 60638 [**]
MAI / MFC 1010 021473001 [**] Chicago IL 60606 [**]
MAI / MFC 1010 012202001 [**] Chicago IL 60611 [**]
MAI / MFC 1010 013996001 [**] CHICAGO IL 60631 [**]
MAI / MFC 1010 014144020 [**] Chicago IL 60608 [**]
CLS 3010 017106001 [**] Chicago IL 60604 [**]
MAI / MFC 1010 017569001 [**] Chicago IL 60632 [**]
MAI / MFC 1010 018833001 [**] Chicago IL 60618 [**]
MAI / MFC 1010 020985001 [**] Chicago IL 60611 [**]
MAI / MFC 1010 021759001 [**] Chicago IL 60632 [**]
MAI / MFC 1010 022371001 [**] Chicago IL 60644 [**]
MAI / MFC 1010 025564001 [**] Chicago IL 60611 [**]
MAI / MFC 4010 030960001 [**] Chicago IL 60609 [**]
Appendix F-1-18
<PAGE> 50
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 033097001 [**] Chicago IL 60638 [**]
CLS 3010 033384001 [**] Chicago IL 60611 [**]
MAI / MFC 1010 033813012 [**] Chicago IL 60623 [**]
CLS 3010 034942001 [**] Chicago IL 60611 [**]
CLS 3010 034943001 [**] Chicago IL 60611 [**]
CLS 3010 035410001 [**] Chicago IL 60611 [**]
MAI / MFC 1020 035923002 [**] Chicago IL 60645 [**]
MAI / MFC 1020 036120001 [**] Chicago IL 60605 [**]
MAI / MFC 9999 036782001 [**] Chicago IL 60603 [**]
GSI 9010 036829001 [**] Chicago IL 60611 [**]
CLS 3010 036848001 [**] Chicago IL 60611 [**]
CLS 3010 037423001 [**] Chicago IL 60611 [**]
GSI 9010 037475001 [**] Chicago IL 60618 [**]
HIS 7010 710840001 [**] Chicago IL 60611 [**]
HIS 7010 712010002 [**] Chicago IL 60605 [**]
HIS 7010 712830001 [**] Chicago IL 60611 [**]
HIS 7010 713620001 [**] Chicago IL 60601 [**]
HIS 7010 714670001 [**] Chicago IL 60611 [**]
HIS 7010 715780001 [**] Chicago IL 60611 [**]
HIS 7010 717120001 [**] Chicago IL 60611 [**]
HIS 7010 717680001 [**] Chicago IL 60610 [**]
HIS 7010 720670001 [**] Chicago IL 60601 [**]
HIS 7010 721010001 [**] Chicago IL 60601 [**]
HIS 7010 721480001 [**] Chicago IL 60611 [**]
HIS 7010 740210999 [**] Chicago IL 60611 [**]
HIS 7010 740220999 [**] Chicago IL 60611 [**]
HIS 7010 761276001 [**] Chicago IL 60611 [**]
CLS 3010 015065001 [**] Danville IL 61832 [**]
MAI / MFC 1010 014144026 [**] Decatur IL 62526 [**]
HIS 7010 714900001 [**] Decatur IL 62526 [**]
MAI / MFC 1010 020941003 [**] Delavan IL 61734 [**]
MAI / MFC 1010 001527001 [**] Downers Grove IL 60515 [**]
MAI / MFC 1010 014144032 [**] Duquoin IL 62832 [**]
MAI / MFC 1010 032233001 [**] East Moline IL 61244 [**]
MAI / MFC 1010 020941004 [**] East Peoria IL 61611 [**]
MAI / MFC 1010 020941005 [**] East Peoria IL 61630 [**]
HIS 7010 716490001 [**] Effingham IL 62401 [**]
MAI / MFC 1010 010910001 [**] Elgin IL 60121 [**]
MAI / MFC 4010 012118001 [**] Elgin IL 60123 [**]
MAI / MFC 1010 022066001 [**] Elgin IL 60123 [**]
MAI / MFC 1010 007541001 [**] ELK GROVE IL 60007 [**]
HIS 7010 761033001 [**] Elk Grove IL 00000 [**]
MAI / MFC 1010 020277001 [**] Elk Grove Village IL 60007 [**]
MAI / MFC 1010 022813001 [**] Elk Grove Village IL 60007 [**]
CLS 3010 034576001 [**] Findlay IL 62534 [**]
MAI / MFC 4010 032203005 [**] Franklin IL 60131 [**]
MAI / MFC 1010 014789002 [**] Franklin Park IL 60131 [**]
MAI / MFC 4010 032203009 [**] Franklin Park IL 60131 [**]
MAI / MFC 1010 017569002 [**] Freeport IL 61032 [**]
CLS 3010 034642001 [**] Galena IL 61036 [**]
HIS 7010 711750001 [**] Galena IL 61036 [**]
MAI / MFC 4010 030601003 [**] Galesburg IL 61401 [**]
HIS 7010 712600001 [**] Galesburg IL 61401 [**]
CLS 3010 021712001 [**] Glenview IL 60025 [**]
MAI / MFC 4010 010909001 [**] Hampshire IL 60140 [**]
HIS 7010 716310001 [**] Harvey IL 60426 [**]
MAI / MFC 1010 006354001 [**] Hebron IL 60034 [**]
MAI / MFC 1010 021130001 [**] Hinsdale IL 60521 [**]
MAI / MFC 4010 033505005 [**] Hodgkins IL 60525 [**]
MAI / MFC 1010 033813016 [**] Hodgkins IL 60525 [**]
HIS 7010 721850001 [**] Itasca IL 60143 [**]
MAI / MFC 4010 021141001 [**] Lincolnwood IL 60646 [**]
MAI / MFC 1010 002795002 [**] Lisle IL 60532 [**]
MAI / MFC 4010 033505002 [**] Lisle IL 60532 [**]
MAI / MFC 1010 033505004 [**] Lisle IL 60532 [**]
CLS 3010 035233001 [**] Lisle IL 60532 [**]
CLS 3010 036627001 [**] Lisle IL 60532 [**]
CLS 3010 036680001 [**] Lisle IL 60532 [**]
MAI / MFC 1010 004439501 [**] Lynwood IL 61049 [**]
MAI / MFC 1010 009414501 [**] Lynwood IL 60411 [**]
MAI / MFC 1010 009751001 [**] Madison IL 62060 [**]
MAI / MFC 1010 009751002 [**] Madison IL 62060 [**]
HIS 7010 710730001 [**] Marion IL 62959 [**]
MAI / MFC 1010 020941001 [**] Morton IL 61550 [**]
CLS 3010 030789008 [**] Naperville IL 60563 [**]
MAI / MFC 1010 001234001 [**] Northbrook IL 60062 [**]
MAI / MFC 1010 002212001 [**] Northbrook IL 60062 [**]
CLS 3010 034939001 [**] Northbrook IL 60062 [**]
MAI / MFC 1020 035923001 [**] Northbrook IL 60062 [**]
CLS 3010 033463001 [**] Oak Brook IL 60521 [**]
MAI / MFC 1010 004439001 [**] Oak Forest IL 60452 [**]
HIS 7010 711130001 [**] Oak Forest IL 60452 [**]
MAI / MFC 1010 014998001 [**] Oak Park IL 60301 [**]
HIS 7010 720840001 [**] Oakbrook IL 60521 [**]
CLS 3010 033087001 [**] PALATINE IL 60067 [**]
CLS 3010 034861001 [**] Palatine IL 60067 [**]
MAI / MFC 1010 022898004 [**] Peoria IL 61615 [**]
HIS 7010 037424001 [**] Peoria IL 61611 [**]
MAI / MFC 1010 001838502 [**] Rockford IL 61104 [**]
MAI / MFC 1010 012100501 [**] Rockford IL 60019 [**]
HIS 7010 710770001 [**] Rockford IL 61125 [**]
HIS 7010 760784001 [**] Rolling Meadows IL 00000 [**]
CLS 3010 004595002 [**] Rosemont IL 60018 [**]
MAI / MFC 1010 008348005 [**] Rosemont IL 60018 [**]
CLS 3010 010655002 [**] Rosemont IL 60018 [**]
MAI / MFC 1010 022898001 [**] Rosemont IL 60019 [**]
HIS 7010 715440001 [**] Rosemont IL 60018 [**]
HIS 7010 721630001 [**] Rosemont IL 60018 [**]
MAI / MFC 4010 034423001 [**] Salem IL 62881 [**]
MAI / MFC 1010 012596504 [**] Sauk Village IL 60411 [**]
HIS 7010 715030001 [**] Schaumberg IL 60195 [**]
MAI / MFC 1010 022227005 [**] Schaumburg IL 60173 [**]
HIS 7010 712430001 [**] Schiller Park IL 60175 [**]
HIS 7010 715590001 [**] Schiller Park IL 60176 [**]
MAI / MFC 4010 035804001 [**] Skokie IL 60076 [**]
MAI / MFC 1010 014789001 [**] Spring Grove IL 60081 [**]
Appendix F-1-19
<PAGE> 51
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 720480001 [**] Springfield IL 62701 [**]
HIS 7010 721890001 [**] Springfield IL 62701 [**]
MAI / MFC 1010 008348006 [**] St. Charles IL 60175 [**]
MAI / MFC 4010 020472005 [**] St. Charles IL 60174 [**]
MAI / MFC 1010 031564002 [**] Towanda IL 61776 [**]
MAI / MFC 1010 035731001 [**] University Park IL 60466 [**]
MAI / MFC 1010 012731002 [**] Wauconda IL 60084 [**]
MAI / MFC 1010 020203001 [**] Wood Dale IL 60191 [**]
MAI / MFC 1010 020203002 [**] Wood Dale IL 60191 [**]
MAI / MFC 1020 035504001 [**] Woodstock IL 60098 [**]
MAI / MFC 1010 014441001 [**] Worth IL 60482 [**]
MAI / MFC 1010 014144509 [**] Alexandria IN 46001 [**]
MAI / MFC 4010 034332001 [**] Auburn IN 46706 [**]
HIS 7010 716270001 [**] Bloomington IN 47401 [**]
MAI / MFC 1010 007887008 [**] Centerville IN 47330 [**]
MAI / MFC 1010 007270001 [**] Clarksville IN 47131 [**]
MAI / MFC 4010 036102001 [**] Columbus IN 47202 [**]
MAI / MFC 4010 006401001 [**] Elkhart IN 46516 [**]
MAI / MFC 1020 015760003 [**] Elkhart IN 46514 [**]
MAI / MFC 4010 034103001 [**] Elkhart IN 46516 [**]
MAI / MFC 1010 007887005 [**] Fort Wayne IN 46808 [**]
MAI / MFC 4010 017067504 [**] Fort Wayne IN 46803 [**]
MAI / MFC 4010 034333001 [**] Fort Wayne IN 46809 [**]
HIS 7010 721670999 [**] Ft. Wayne IN 46808 [**]
HIS 7010 722030001 [**] Ft. Wayne IN 46808 [**]
HIS 7010 720560001 [**] Highland IN 46322 [**]
MAI / MFC 1010 000818005 [**] Indianapolis IN 46203 [**]
CLS 3010 003146001 [**] Indianapolis IN 46225 [**]
MAI / MFC 1010 008086002 [**] Indianapolis IN 46220 [**]
MAI / MFC 4010 011829001 [**] Indianapolis IN 46206 [**]
MAI / MFC 4010 011829002 [**] INDIANAPOLIS IN 46206 [**]
MAI / MFC 1010 012696001 [**] Indianapolis IN 46241 [**]
MAI / MFC 1030 012696002 [**] Indianapolis IN 46241 [**]
MAI / MFC 1010 017067001 [**] Indianapolis IN 46226 [**]
CLS 3010 034910001 [**] Indianapolis IN 46226 [**]
MAI / MFC 1010 035790001 [**] Indianapolis IN 46206 [**]
MAI / MFC 1010 036453002 [**] Indianapolis IN 46278 [**]
MAI / MFC 1010 037158004 [**] Indianapolis IN 46241 [**]
HIS 7010 710100001 [**] Indianapolis IN 46241 [**]
HIS 7010 710350001 [**] Indianapolis IN 46240 [**]
HIS 7010 712700001 [**] Indianapolis IN 46204 [**]
HIS 7010 717900001 [**] Indianapolis IN 46225 [**]
HIS 7010 718600001 [**] Indianapolis IN 47907 [**]
HIS 7010 720550001 [**] Indianapolis IN 46260 [**]
HIS 7010 721230001 [**] Indianapolis IN 46202 [**]
HIS 7010 721580001 [**] Indianapolis IN 46225 [**]
HIS 7010 712730001 [**] Jasper IN 47546 [**]
MAI / MFC 4010 034334001 [**] La Porte IN 46350 [**]
MAI / MFC 1020 021004001 [**] Lafayette IN 47904 [**]
MAI / MFC 1020 021004002 [**] Lafayette IN 47903 [**]
MAI / MFC 1020 033270001 [**] Matthews IN 46957 [**]
MAI / MFC 4010 011829502 [**] Merrillville IN 46410 [**]
MAI / MFC 1020 033270002 [**] Muncie IN 47305 [**]
MAI / MFC 4010 021331012 [**] Rensselaer IN 47978 [**]
MAI / MFC 1020 004040003 [**] Richmond IN 47374 [**]
MAI / MFC 4010 031321001 [**] Seymour IN 47274 [**]
MAI / MFC 4010 031321003 [**] Seymour IN 47274 [**]
MAI / MFC 1020 011829006 [**] South Bend IN 46628 [**]
MAI / MFC 1010 016060003 [**] South Bend IN 46628 [**]
MAI / MFC 1010 016719001 [**] South Bend IN 46628 [**]
HIS 7010 722000001 [**] Syracuse IN 46567 [**]
HIS 7010 713390001 [**] Terre Haute IN 47802 [**]
MAI / MFC 1010 012029001 [**] Wabash IN 46992 [**]
HIS 7016 702270999 [**] IT 00000 [**]
HIS 7016 702790999 [**] IT 00000 [**]
HIS 7016 704260999 [**] IT 00000 [**]
HIS 7016 709640999 [**] IT 00000 [**]
HIS 7016 709820999 [**] IT 00000 [**]
HIS 7010 711510999 [**] IT 00000 [**]
HIS 7016 712310999 [**] IT 00000 [**]
HIS 7016 713000999 [**] IT 00000 [**]
HIS 7010 713870001 [**] IT 00000 [**]
HIS 7010 719980999 [**] IT 00000 [**]
HIS 7014 720340999 [**] IT 00000 [**]
HIS 7010 720610999 [**] IT 00000 [**]
HIS 7010 720800999 [**] IT 00000 [**]
HIS 7010 721550001 [**] IT 00000 [**]
HIS 7014 770250999 [**] IT 00000 [**]
HIS 7016 780080999 [**] IT 00000 [**]
HIS 7016 705110999 [**] Aberdeen IT 00000 [**]
HIS 7016 709130999 [**] Aberdeen IT 00000 [**]
HIS 7010 715880001 [**] Abidjan IT 00000 [**]
HIS 7014 708540999 [**] Abu Dhabi IT 00000 [**]
HIS 7016 711470999 [**] Abu Dhabi IT 00000 [**]
HIS 7014 715290001 [**] Abu Dhabi IT 00000 [**]
HIS 7010 710170001 [**] Acapulco IT 00000 [**]
HIS 7010 717950001 [**] Acapulco IT 00000 [**]
HIS 7010 720740999 [**] Acapulco IT 00000 [**]
HIS 7010 722350001 [**] Acapulco IT 00000 [**]
HIS 7014 720770999 [**] Aceves Guadalajara
(Jalisco) IT 00000 [**]
HIS 7013 711230999 [**] Adelaide IT 00000 [**]
HIS 7013 714710001 [**] Adelaide IT 00000 [**]
HIS 7013 721090001 [**] Adelaide IT 00000 [**]
HIS 7016 705000999 [**] Agana IT 00000 [**]
HIS 7010 709790999 [**] Aichi IT 00000 [**]
HIS 7016 712490999 [**] Al Ain IT 00000 [**]
HIS 7016 718610999 [**] Alexandria IT 00000 [**]
HIS 7013 703980999 [**] Alice Springs IT 00000 [**]
HIS 7016 758720999 [**] Altunizade Istanbul IT 00000 [**]
HIS 7014 721570999 [**] Ampjur Muang Chiang IT 00000 [**]
HIS 7014 721910999 [**] Ampjur Muang Chiang IT 00000 [**]
HIS 7016 712500999 [**] Amsterdam IT 00000 [**]
HIS 7016 705230999 [**] Amsterdam IT 00000 [**]
HIS 7016 708340999 [**] Amsterdam IT 00000 [**]
HIS 7016 715670001 [**] Amsterdam IT 00000 [**]
Appendix F-1-20
<PAGE> 52
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7016 715680001 [**] Amsterdam IT 00000 [**]
HIS 7016 715190001 [**] Anguilla IT 00000 [**]
HIS 7010 707410999 [**] Ankara IT 00000 [**]
HIS 7016 715740999 [**] Annecy IT 00000 [**]
HIS 7014 721083099 [**] Anse La Raie IT 00000 [**]
HIS 7016 701840999 [**] Antalya IT 00000 [**]
HIS 7016 708170999 [**] Antalya IT 00000 [**]
HIS 7016 708990999 [**] Antalya IT 00000 [**]
HIS 7010 717980999 [**] APO AP 96218-0562 IT 00000 [**]
HIS 7016 707700999 [**] Arncliffe IT 00000 [**]
HIS 7013 712260999 [**] Ashmore IT 00000 [**]
HIS 7016 703830999 [**] Athens IT 00000 [**]
HIS 7016 704660999 [**] Athens IT 00000 [**]
HIS 7016 705100999 [**] Athens IT 00000 [**]
HIS 7016 706540999 [**] Athens IT 00000 [**]
HIS 7016 708090999 [**] Athens IT 00000 [**]
HIS 7016 708640999 [**] Athens IT 00000 [**]
HIS 7016 714250999 [**] Athens IT 00000 [**]
HIS 7016 715690001 [**] Athens IT 00000 [**]
HIS 7016 721020001 [**] Athens IT 00000 [**]
HIS 7013 711920999 [**] Auckland IT 00000 [**]
HIS 7013 719540001 [**] Auckland IT 00000 [**]
HIS 7014 715000999 [**] Bali IT 00000 [**]
HIS 7014 770050999 [**] Bandar Seri Begawan IT 00000 [**]
HIS 7014 701770999 [**] Bandung IT 00000 [**]
HIS 7014 714670999 [**] Bandung IT 00000 [**]
HIS 7014 718960999 [**] Bandung IT 00000 [**]
HIS 7014 711430999 [**] Bangkok IT 00000 [**]
HIS 7014 714600999 [**] Bangkok IT 00000 [**]
HIS 7014 714800999 [**] Bangkok IT 00000 [**]
HIS 7014 721450999 [**] Bangkok IT 00000 [**]
HIS 7014 701050999 [**] Bangkok IT 00000 [**]
HIS 7014 701180999 [**] Bangkok IT 00000 [**]
HIS 7014 701190999 [**] Bangkok IT 00000 [**]
HIS 7014 704240999 [**] Bangkok IT 00000 [**]
HIS 7014 706610999 [**] Bangkok IT 00000 [**]
HIS 7014 707490999 [**] Bangkok IT 00000 [**]
HIS 7014 707560999 [**] Bangkok IT 00000 [**]
HIS 7014 708220999 [**] Bangkok IT 00000 [**]
HIS 7014 708760999 [**] Bangkok IT 00000 [**]
HIS 7014 710340999 [**] Bangkok IT 00000 [**]
HIS 7014 710850999 [**] Bangkok IT 00000 [**]
HIS 7014 710910999 [**] Bangkok IT 00000 [**]
HIS 7014 712930999 [**] Bangkok IT 00000 [**]
HIS 7014 713390999 [**] Bangkok IT 00000 [**]
HIS 7014 713400999 [**] Bangkok IT 00000 [**]
HIS 7014 713520999 [**] Bangkok IT 00000 [**]
HIS 7014 715190999 [**] Bangkok IT 00000 [**]
HIS 7014 715460999 [**] Bangkok IT 00000 [**]
HIS 7014 715650999 [**] Bangkok IT 00000 [**]
HIS 7014 716060999 [**] Bangkok IT 00000 [**]
HIS 7010 716160001 [**] Bangkok IT 00000 [**]
HIS 7014 716420999 [**] Bangkok IT 00000 [**]
HIS 7014 716440999 [**] Bangkok IT 00000 [**]
HIS 7014 716720999 [**] Bangkok IT 00000 [**]
HIS 7014 717050999 [**] Bangkok IT 00000 [**]
HIS 7014 717130999 [**] Bangkok IT 00000 [**]
HIS 7014 717860999 [**] Bangkok IT 00000 [**]
HIS 7014 717870999 [**] Bangkok IT 00000 [**]
HIS 7014 717920999 [**] Bangkok IT 00000 [**]
HIS 7014 717990001 [**] Bangkok IT 00000 [**]
HIS 7014 718010999 [**] Bangkok IT 00000 [**]
HIS 7014 718160999 [**] Bangkok IT 00000 [**]
HIS 7014 718270999 [**] Bangkok IT 00000 [**]
HIS 7014 718330999 [**] Bangkok IT 00000 [**]
HIS 7014 718600999 [**] Bangkok IT 00000 [**]
HIS 7014 718650999 [**] Bangkok IT 00000 [**]
HIS 7014 719370999 [**] Bangkok IT 00000 [**]
HIS 7014 719470999 [**] Bangkok IT 00000 [**]
HIS 7014 719510999 [**] Bangkok IT 00000 [**]
HIS 7014 719750999 [**] Bangkok IT 00000 [**]
HIS 7014 719870999 [**] Bangkok IT 00000 [**]
HIS 7014 720050999 [**] Bangkok IT 00000 [**]
HIS 7014 720350999 [**] Bangkok IT 00000 [**]
HIS 7014 720570999 [**] Bangkok IT 00000 [**]
HIS 7014 720710999 [**] Bangkok IT 00000 [**]
HIS 7014 721070999 [**] Bangkok IT 00000 [**]
HIS 7013 721110999 [**] Bangkok IT 00000 [**]
HIS 7014 721310001 [**] Bangkok IT 00000 [**]
HIS 7014 721350999 [**] Bangkok IT 00000 [**]
HIS 7014 721490999 [**] Bangkok IT 00000 [**]
HIS 7014 721500999 [**] Bangkok IT 00000 [**]
HIS 7014 721560999 [**] Bangkok IT 00000 [**]
HIS 7014 721610999 [**] Bangkok IT 00000 [**]
HIS 7014 770320999 [**] Bangkok IT 00000 [**]
HIS 7014 714800002 [**] Bangkok 10260 IT 00000 [**]
HIS 7016 719240999 [**] Bangor IT 00000 [**]
HIS 7016 711670999 [**] Barcelona IT 00000 [**]
HIS 7010 703450999 [**] Basel IT 00000 [**]
HIS 7014 721160999 [**] Batam Island IT 00000 [**]
HIS 7014 721820999 [**] Batam Island IT 00000 [**]
HIS 7016 707910999 [**] Beaconsfield IT 00000 [**]
HIS 7015 705660999 [**] Beijing IT 00000 [**]
HIS 7015 706970999 [**] Beijing IT 00000 [**]
HIS 7015 707060999 [**] Beijing IT 00000 [**]
HIS 7015 711440999 [**] Beijing IT 00000 [**]
HIS 7015 712940999 [**] Beijing IT 00000 [**]
HIS 7015 712950999 [**] Beijing IT 00000 [**]
HIS 7015 714560999 [**] Beijing IT 00000 [**]
HIS 7015 716990999 [**] Beijing IT 00000 [**]
HIS 7015 717110999 [**] Beijing IT 00000 [**]
HIS 7015 717680999 [**] Beijing IT 00000 [**]
HIS 7015 717830999 [**] Beijing IT 00000 [**]
HIS 7014 719300999 [**] Beijing IT 00000 [**]
HIS 7015 719910999 [**] Beijing IT 00000 [**]
HIS 7015 719930999 [**] Beijing IT 00000 [**]
Appendix F-1-21
<PAGE> 53
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7015 719960999 [**] Beijing IT 00000 [**]
HIS 7015 720240999 [**] Beijing IT 00000 [**]
HIS 7015 720430999 [**] Beijing IT 00000 [**]
HIS 7015 720960999 [**] Beijing IT 00000 [**]
HIS 7014 721040999 [**] Beijing IT 00000 [**]
HIS 7015 721380999 [**] Beijing IT 00000 [**]
HIS 7015 721860999 [**] Beijing IT 00000 [**]
HIS 7015 770220999 [**] Beijing IT 00000 [**]
HIS 7015 770360999 [**] Beijing IT 00000 [**]
HIS 7015 715810999 [**] Bejing IT 00000 [**]
HIS 7014 037453001 [**] Belle Mare Mauritius IT 00000 [**]
HIS 7016 714620999 [**] Benalmadena IT 00000 [**]
HIS 7016 715700001 [**] Beograd IT 00000 [**]
HIS 7016 716020999 [**] Berkshire IT 00000 [**]
HIS 7016 706280999 [**] Berlin IT 00000 [**]
HIS 7016 707610999 [**] Berlin IT 00000 [**]
HIS 7014 721220999 [**] Betong IT 00000 [**]
HIS 7016 780050999 [**] Blackpool IT 00000 [**]
CLS 3010 035534001 [**] Bogota IT 00000 [**]
HIS 7016 705790999 [**] Bolton IT 00000 [**]
CLS 3010 035354003 [**] Bonaire IT 00000 [**]
HIS 7016 705800999 [**] Bournemouth IT 00000 [**]
HIS 7016 706570999 [**] Bradford IT 00000 [**]
HIS 7016 712340999 [**] Braunstone IT 00000 [**]
HIS 7016 758340999 [**] Brentford IT 00000 [**]
HIS 7016 704050999 [**] Brighton IT 00000 [**]
HIS 7013 712220999 [**] Brisbane IT 00000 [**]
HIS 7013 715230001 [**] Brisbane IT 00000 [**]
HIS 7013 719560001 [**] Brisbane IT 00000 [**]
HIS 7013 758460999 [**] Brisbane IT 00000 [**]
HIS 7013 704690999 [**] Brisbane IT 00000 [**]
HIS 7016 704880999 [**] Bristol IT 00000 [**]
HIS 7016 706600999 [**] Bristol IT 00000 [**]
HIS 7013 709360999 [**] Broadbeach IT 00000 [**]
HIS 7013 715220001 [**] Broadbeach Island IT 00000 [**]
HIS 7016 711630999 [**] Bromsgrove IT 00000 [**]
HIS 7013 707420999 [**] Broome IT 00000 [**]
HIS 7016 780320999 [**] Broxted IT 00000 [**]
HIS 7014 718630999 [**] Brunei Darussalam IT 00000 [**]
HIS 7016 705840999 [**] Brussels IT 00000 [**]
HIS 7016 706220999 [**] Brussels IT 00000 [**]
HIS 7016 708810999 [**] Brussels IT 00000 [**]
HIS 7016 715730001 [**] Brussels IT 00000 [**]
HIS 7016 720410001 [**] Brussels IT 00000 [**]
GSI 9010 037373001 [**] Budapest IT 00000 [**]
HIS 7016 709470999 [**] Budapest IT 00000 [**]
HIS 7016 713750001 [**] Budapest IT 00000 [**]
HIS 7016 714000001 [**] Budapest IT 00000 [**]
HIS 7016 719120999 [**] Budapest IT 00000 [**]
HIS 7013 720860999 [**] Burma IT 00000 [**]
HIS 7010 710600001 [**] Cabo San Lucas IT 00000 [**]
HIS 7010 718350001 [**] Cabo San Lucas IT 00000 [**]
HIS 7013 705050999 [**] Cairns IT 00000 [**]
HIS 7013 706230999 [**] Cairns IT 00000 [**]
HIS 7013 706410999 [**] Cairns IT 00000 [**]
HIS 7013 707390999 [**] Cairns IT 00000 [**]
HIS 7013 709080999 [**] Cairns IT 00000 [**]
HIS 7013 719050001 [**] Cairns IT 00000 [**]
HIS 7016 712360999 [**] Cairo IT 00000 [**]
HIS 7016 780070999 [**] Cairo IT 00000 [**]
CLS 3010 035292004 [**] Cairo IT 00000 [**]
HIS 7016 700820999 [**] Cairo IT 00000 [**]
HIS 7016 705970999 [**] Cairo IT 00000 [**]
HIS 7016 715870001 [**] Cairo IT 00000 [**]
HIS 7016 716140001 [**] Cairo IT 00000 [**]
HIS 7016 716290999 [**] Cairo IT 00000 [**]
HIS 7016 718080999 [**] Cairo IT 00000 [**]
HIS 7016 713160999 [**] Cambridge IT 00000 [**]
HIS 7013 709910999 [**] Canberra IT 00000 [**]
CLS 3010 036790001 [**] Cancun IT 00000 [**]
HIS 7010 706800999 [**] Cancun IT 00000 [**]
HIS 7010 710470001 [**] Cancun IT 00000 [**]
HIS 7010 711350001 [**] Cancun IT 00000 [**]
HIS 7010 711510001 [**] Cancun IT 00000 [**]
HIS 7010 712070001 [**] Cancun IT 00000 [**]
HIS 7010 715430001 [**] Cancun IT 00000 [**]
HIS 7010 715540001 [**] Cancun IT 00000 [**]
HIS 7010 717980001 [**] Cancun IT 00000 [**]
HIS 7010 718360001 [**] Cancun IT 00000 [**]
HIS 7010 718530001 [**] Cancun IT 00000 [**]
HIS 7010 718550001 [**] Cancun IT 00000 [**]
HIS 7010 720730999 [**] Cancun IT 00000 [**]
HIS 7010 720750999 [**] Cancun IT 00000 [**]
HIS 7010 721540999 [**] Cancun IT 00000 [**]
HIS 7010 721700999 [**] Cancun IT 00000 [**]
HIS 7016 703390999 [**] Cannes IT 00000 [**]
HIS 7016 706240999 [**] Cannes IT 00000 [**]
HIS 7016 715740001 [**] Cannes IT 00000 [**]
HIS 7013 721100999 [**] Cape Tribulation IT 00000 [**]
CLS 3010 035353001 [**] Caracas IT 00000 [**]
CLS 3010 035445001 [**] Caracas IT 00000 [**]
CLS 3010 035445002 [**] Caracas IT 00000 [**]
CLS 3010 035448001 [**] Caracas IT 00000 [**]
HIS 7010 713040999 [**] Caracas IT 00000 [**]
HIS 7010 714650001 [**] Caracus IT 00000 [**]
HIS 7016 704270999 [**] Cardiff IT 00000 [**]
HIS 7010 709660999 [**] Cartagena IT 00000 [**]
HIS 7016 711800999 [**] Cartagena IT 00000 [**]
CLS 3010 003781010 [**] Causeway Bay IT 00000 [**]
HIS 7015 701200999 [**] Causeway Bay IT 00000 [**]
HIS 7015 716360999 [**] Causeway Bay IT 00000 [**]
HIS 7010 716970001 [**] Causeway Bay IT 00000 [**]
HIS 7015 718260001 [**] Central Hong Kong IT 00000 [**]
HIS 7014 715640999 [**] Chachengchao IT 00000 [**]
HIS 7015 716610999 [**] Chai Wan IT 00000 [**]
HIS 7015 770170999 [**] Changchun IT 00000 [**]
Appendix F-1-22
<PAGE> 54
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7014 721480999 [**] Chatuchak IT 00000 [**]
HIS 7015 703050999 [**] Cheju IT 00000 [**]
HIS 7015 704730999 [**] Cheju IT 00000 [**]
HIS 7015 770130999 [**] Cheju IT 00000 [**]
HIS 7014 720810999 [**] Cheju City IT 00000 [**]
HIS 7015 711970999 [**] Cheju-Do IT 00000 [**]
HIS 7016 780310999 [**] Chelmsford IT 00000 [**]
HIS 7014 710410999 [**] Chiang Mai IT 00000 [**]
HIS 7014 716140999 [**] Chiang Mai IT 00000 [**]
HIS 7010 717990999 [**] Chiang Mai IT 00000 [**]
HIS 7014 720640999 [**] Chiang Mai IT 00000 [**]
HIS 7014 770340999 [**] Chiang Rai IT 00000 [**]
HIS 7014 716070999 [**] Chiangrai IT 00000 [**]
HIS 7010 719630001 [**] Chiba IT 00000 [**]
HIS 7014 713980999 [**] Chonburi IT 00000 [**]
HIS 7014 720440999 [**] Chonburi IT 00000 [**]
HIS 7014 721060999 [**] Chonburi IT 00000 [**]
HIS 7014 721710999 [**] Chonburi IT 00000 [**]
HIS 7014 721760999 [**] Chonguri IT 00000 [**]
HIS 7013 708720999 [**] Christchurch IT 00000 [**]
HIS 7010 714590001 [**] Christchurch IT 00000 [**]
MAI / MFC 4010 035867002 [**] Coah. C.P. 26010 IT 00000 [**]
HIS 7013 709380999 [**] Coffs Harbour IT 00000 [**]
HIS 7010 722290001 [**] Col Juarez IT 00000 [**]
HIS 7010 711440001 [**] Col. Anzures IT 00000 [**]
HIS 7010 715550001 [**] Col. Anzures IT 00000 [**]
HIS 7010 715560001 [**] Col. Anzures IT 00000 [**]
HIS 7010 719080001 [**] Col. Anzures IT 00000 [**]
HIS 7010 718540001 [**] Col. Del Valle IT 00000 [**]
HIS 7010 716110001 [**] Col. Polanco IT 00000 [**]
HIS 7010 711870001 [**] Colima IT 00000 [**]
HIS 7016 719430001 [**] Cologne IT 00000 [**]
HIS 7014 701170999 [**] Colombo IT 00000 [**]
HIS 7014 703000999 [**] Colombo IT 00000 [**]
HIS 7016 707230999 [**] Colombo IT 00000 [**]
HIS 7010 711450001 [**] Colonia Chapalita IT 00000 [**]
CLS 3010 035183001 [**] Columbia IT 00000 [**]
HIS 7016 712540999 [**] Corfu IT 00000 [**]
HIS 7016 704040999 [**] Coventry IT 00000 [**]
HIS 7010 718370001 [**] Cozumel IT 00000 [**]
HIS 7014 720760999 [**] Cozumel IT 00000 [**]
HIS 7010 722300001 [**] Cozumel IT 00000 [**]
HIS 7016 717780999 [**] Crawley IT 00000 [**]
HIS 7016 706300999 [**] Crete IT 00000 [**]
HIS 7016 712520999 [**] Crete IT 00000 [**]
HIS 7016 715930999 [**] Crete IT 00000 [**]
HIS 7016 720580999 [**] Crystal Pallace IT 00000 [**]
HIS 7016 709740999 [**] Cumbria IT 00000 [**]
CLS 3010 015420006 [**] Curacao IT 00000 [**]
HIS 7016 714830001 [**] Curacao IT 00000 [**]
HIS 7016 719450999 [**] Dahab IT 00000 [**]
HIS 7015 720410999 [**] Dalian IT 00000 [**]
HIS 7015 721250999 [**] Dalian IT 00000 [**]
HIS 7015 721370999 [**] Dalian IT 00000 [**]
HIS 7015 719030999 [**] Dallian IT 00000 [**]
HIS 7015 770590999 [**] Danang IT 00000 [**]
HIS 7016 715600999 [**] Dartford IT 00000 [**]
HIS 7013 704100999 [**] Darwin IT 00000 [**]
HIS 7013 706140999 [**] Darwin IT 00000 [**]
HIS 7015 718470999 [**] Davao City IT 00000 [**]
HIS 7014 719500999 [**] Davao City IT 00000 [**]
HIS 7015 703850999 [**] Deajeon IT 00000 [**]
HIS 7014 713420999 [**] Den Pasar IT 00000 [**]
HIS 7014 719620999 [**] Denpasar IT 00000 [**]
HIS 7016 705770999 [**] Derby IT 00000 [**]
HIS 7013 702860999 [**] Dickson IT 00000 [**]
HIS 7016 707920999 [**] Dorset IT 00000 [**]
HIS 7014 708200999 [**] Dubai IT 00000 [**]
HIS 7014 708770999 [**] Dubai IT 00000 [**]
HIS 7014 715770001 [**] Dubai IT 00000 [**]
HIS 7016 715850999 [**] Dubai IT 00000 [**]
HIS 7016 718370999 [**] Dubai IT 00000 [**]
HIS 7016 780090999 [**] Dubai IT 00000 [**]
HIS 7016 715250001 [**] Dublin IT 00000 [**]
HIS 7016 703490999 [**] Dunblane IT 00000 [**]
HIS 7016 705140999 [**] Dundee IT 00000 [**]
HIS 7016 706430999 [**] Dusseldorf IT 00000 [**]
HIS 7016 711790999 [**] Dusseldorf IT 00000 [**]
HIS 7016 719440001 [**] Dusseldorf 30 IT 00000 [**]
HIS 7013 713550999 [**] East Fremantle IT 00000 [**]
HIS 7014 721690999 [**] East Java IT 00000 [**]
HIS 7013 700360999 [**] East Melbourne IT 00000 [**]
HIS 7016 704060999 [**] Eastbourne IT 00000 [**]
HIS 7016 709170999 [**] Eastbourne IT 00000 [**]
HIS 7016 711660999 [**] Eastbourne IT 00000 [**]
HIS 7016 705150999 [**] Edinburgh IT 00000 [**]
HIS 7016 703780999 [**] Edinburgh IT 00000 [**]
HIS 7016 716200001 [**] Edinburgh IT 00000 [**]
HIS 7010 717010001 [**] Edo Nueva Esparta IT 00000 [**]
HIS 7016 711480999 [**] Eilat IT 00000 [**]
HIS 7013 714900999 [**] Ellen Brook IT 00000 [**]
HIS 7010 716280001 [**] Ensenada IT 00000 [**]
HIS 7010 721460999 [**] Ericcira IT 00000 [**]
HIS 7016 703500999 [**] Ermioni IT 00000 [**]
HIS 7010 713780001 [**] Fajardo IT 00000 [**]
HIS 7016 715990999 [**] Falkirk IT 00000 [**]
HIS 7013 714630999 [**] Footscray IT 00000 [**]
HIS 7013 704110999 [**] Forrest IT 00000 [**]
HIS 7016 701640999 [**] Frankfurt IT 00000 [**]
HIS 7016 703240999 [**] Frankfurt IT 00000 [**]
HIS 7016 705220999 [**] Frankfurt IT 00000 [**]
HIS 7016 707620999 [**] Frankfurt IT 00000 [**]
HIS 7016 715820001 [**] Frankfurt IT 00000 [**]
HIS 7016 758090999 [**] Frankfurt IT 00000 [**]
CLS 3010 035269002 [**] Freeport IT 00000 [**]
HIS 7010 716920001 [**] Freeport IT 00000 [**]
Appendix F-1-23
<PAGE> 55
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 721900999 [**] Freeport IT 00000 [**]
HIS 7010 721940001 [**] Freeport IT 00000 [**]
HIS 7010 722220001 [**] Freeport IT 00000 [**]
HIS 7010 722220999 [**] Freeport IT 00000 [**]
HIS 7010 722230001 [**] Freeport IT 00000 [**]
HIS 7010 722230002 [**] Freeport IT 00000 [**]
HIS 7016 715320999 [**] Freising IT 00000 [**]
HIS 7013 701990999 [**] Fremantle IT 00000 [**]
HIS 7013 710570001 [**] Frenchs Forest IT 00000 [**]
HIS 7014 719860999 [**] Fujairah IT 00000 [**]
HIS 7015 718770999 [**] Fujian IT 00000 [**]
HIS 7015 719220999 [**] Fujian IT 00000 [**]
HIS 7014 037446001 [**] Fujian Xiamen China IT 00000 [**]
GSI 9010 037233001 [**] Gaborone IT 00000 [**]
HIS 7015 717670999 [**] Gansu IT 00000 [**]
HIS 7016 701370999 [**] Gatwick IT 00000 [**]
HIS 7016 700370999 [**] Geneva IT 00000 [**]
HIS 7016 702750999 [**] Geneva IT 00000 [**]
HIS 7016 709710999 [**] Geneva IT 00000 [**]
HIS 7016 715830001 [**] Geneva IT 00000 [**]
HIS 7016 705810999 [**] Gerrards Cross IT 00000 [**]
HIS 7016 721270999 [**] Giza IT 00000 [**]
HIS 7016 721120999 [**] Glasgow IT 00000 [**]
HIS 7016 704190999 [**] Glasgow IT 00000 [**]
HIS 7016 704850999 [**] Glasgow IT 00000 [**]
HIS 7016 705120999 [**] Glasgow IT 00000 [**]
HIS 7016 705130999 [**] Glasgow IT 00000 [**]
HIS 7016 715790001 [**] Glasgow IT 00000 [**]
HIS 7016 758390999 [**] Glasgow IT 00000 [**]
HIS 7013 704490999 [**] Gold Coast IT 00000 [**]
HIS 7013 707950999 [**] Gold Coast IT 00000 [**]
HIS 7013 709370999 [**] Gold Coast IT 00000 [**]
HIS 7016 706560999 [**] Gourock IT 00000 [**]
HIS 7015 719230999 [**] Guangxi IT 00000 [**]
HIS 7015 710920999 [**] Guangzhou IT 00000 [**]
HIS 7010 715180001 [**] Guatemala IT 00000 [**]
HIS 7010 711420001 [**] Guatemala City IT 00000 [**]
HIS 7016 708560999 [**] Guernsey IT 00000 [**]
HIS 7015 718030999 [**] Guilin IT 00000 [**]
GSI 9010 037348001 [**] Gumpoldskirchen IT 00000 [**]
GSI 9010 037372001 [**] Gumpoldskirchen IT 00000 [**]
GSI 9010 037403001 [**] Gumpoldskirchen IT 00000 [**]
HIS 7014 719970999 [**] Haikou IT 00000 [**]
HIS 7015 721920999 [**] Haikou IT 00000 [**]
HIS 7015 721790999 [**] Hainan IT 00000 [**]
HIS 7015 770400999 [**] Hainan IT 00000 [**]
HIS 7016 714380999 [**] Hale IT 00000 [**]
HIS 7016 703310999 [**] Hamburg IT 00000 [**]
HIS 7016 703380999 [**] Hamburg IT 00000 [**]
HIS 7016 707580999 [**] Hamburg IT 00000 [**]
HIS 7016 707600999 [**] Hamburg IT 00000 [**]
HIS 7016 715840001 [**] Hamburg IT 00000 [**]
CLS 3010 035378001 [**] Hamilton IT 00000 [**]
HIS 7014 721340999 [**] Hanoi IT 00000 [**]
HIS 7015 719000999 [**] Harbin IT 00000 [**]
HIS 7014 719050999 [**] Hatyai IT 00000 [**]
HIS 7016 700460999 [**] Heathrow IT 00000 [**]
HIS 7016 716150999 [**] Heidelberg IT 00000 [**]
HIS 7016 715850001 [**] Helsinki IT 00000 [**]
HIS 7016 716170001 [**] Helsinki IT 00000 [**]
HIS 7014 720780999 [**] Hermosillo IT 00000 [**]
HIS 7014 719780999 [**] Ho Chi Minh City IT 00000 [**]
HIS 7013 706770999 [**] Hobart IT 00000 [**]
HIS 7015 710770999 [**] Hong Kon IT 00000 [**]
HIS 7010 700340999 [**] Hong Kong IT 00000 [**]
HIS 7015 701140999 [**] Hong Kong IT 00000 [**]
HIS 7015 702390999 [**] Hong Kong IT 00000 [**]
HIS 7010 705590999 [**] Hong Kong IT 00000 [**]
HIS 7015 708940999 [**] Hong Kong IT 00000 [**]
HIS 7015 711260999 [**] Hong Kong IT 00000 [**]
HIS 7015 712020001 [**] Hong Kong IT 00000 [**]
HIS 7015 712370999 [**] Hong Kong IT 00000 [**]
HIS 7015 715550999 [**] Hong Kong IT 00000 [**]
HIS 7015 719600999 [**] Hong Kong IT 00000 [**]
HIS 7015 759090999 [**] Hong Kong IT 00000 [**]
CLS 3010 003781009 [**] Hoofddorp IT 00000 [**]
HIS 7016 706690999 [**] Horley IT 00000 [**]
HIS 7010 717940001 [**] Huatulco IT 00000 [**]
HIS 7016 709650999 [**] Ierapetra Crete IT 00000 [**]
HIS 7016 780300999 [**] Ingatestone IT 00000 [**]
HIS 7016 703480999 [**] Inverness IT 00000 [**]
HIS 7016 708570999 [**] Inverness-Shire IT 00000 [**]
HIS 7016 716400999 [**] Inverness-Shire IT 00000 [**]
HIS 7016 712530999 [**] Iraklion IT 00000 [**]
HIS 7014 720250999 [**] Irian Jaya IT 00000 [**]
HIS 7010 720320999 [**] Isle Of Man IT 00000 [**]
HIS 7016 712800999 [**] Istanbul IT 00000 [**]
HIS 7016 701820999 [**] Istanbul IT 00000 [**]
HIS 7014 712040001 [**] Istanbul IT 00000 [**]
HIS 7016 713230999 [**] Istanbul IT 00000 [**]
HIS 7016 714720001 [**] Istanbul IT 00000 [**]
HIS 7016 716590999 [**] Istanbul IT 00000 [**]
HIS 7014 700560999 [**] Jakarta IT 00000 [**]
HIS 7014 712290999 [**] Jakarta IT 00000 [**]
HIS 7010 713100999 [**] Jakarta IT 00000 [**]
HIS 7014 713410999 [**] Jakarta IT 00000 [**]
HIS 7010 715710001 [**] Jakarta IT 00000 [**]
HIS 7014 715970999 [**] Jakarta IT 00000 [**]
HIS 7014 721080001 [**] Jakarta IT 00000 [**]
HIS 7014 770120999 [**] Jakarta IT 00000 [**]
HIS 7016 714810001 [**] Jakarta Pusat IT 00000 [**]
HIS 7014 770610999 [**] Jalan Taman Melaka IT 00000 [**]
HIS 7010 713570001 [**] Jalisco IT 00000 [**]
HIS 7010 716860999 [**] Jalisco IT 00000 [**]
HIS 7010 720310001 [**] Jalisco IT 00000 [**]
HIS 7010 720320001 [**] Jalisco IT 00000 [**]
Appendix F-1-24
<PAGE> 56
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7014 721940999 [**] Jaohor Darut IT 00000 [**]
HIS 7014 718490999 [**] Jawa Barat IT 00000 [**]
HIS 7016 702400999 [**] Jeddah IT 00000 [**]
HIS 7016 715890001 [**] Jeddah IT 00000 [**]
HIS 7013 720420999 [**] Jersey IT 00000 [**]
HIS 7016 713560999 [**] Jerusalem IT 00000 [**]
HIS 7015 770540999 [**] Jinan IT 00000 [**]
HIS 7010 717920001 [**] Jiutepec IT 00000 [**]
HIS 7016 701240999 [**] Johannesburg IT 00000 [**]
HIS 7014 713990999 [**] Johor IT 00000 [**]
HIS 7014 721580999 [**] Johor IT 00000 [**]
HIS 7014 037444001 [**] Johor Malaysia IT 00000 [**]
HIS 7014 719490999 [**] Johor Bahru IT 00000 [**]
HIS 7014 719790999 [**] Johor Bahru IT 00000 [**]
HIS 7010 717930001 [**] Juarez IT 00000 [**]
HIS 7010 702120999 [**] Jung Ku IT 00000 [**]
HIS 7014 719210999 [**] Kalasin IT 00000 [**]
HIS 7014 720980999 [**] Kanchanaburi IT 00000 [**]
HIS 7014 715010999 [**] Kanjanaburi IT 00000 [**]
HIS 7016 701920999 [**] Karlsruhe IT 00000 [**]
HIS 7014 718740999 [**] Kedah Darul Aman IT 00000 [**]
HIS 7014 721230999 [**] Kedah Darul Aman IT 00000 [**]
HIS 7016 705760999 [**] Kenilworth IT 00000 [**]
HIS 7016 716780999 [**] Khamis Mushayt IT 00000 [**]
HIS 7014 721000999 [**] Khon Kaen IT 00000 [**]
HIS 7016 715900001 [**] Kinshasa IT 00000 [**]
CLS 3010 035295006 [**] Kitchener IT 00000 [**]
HIS 7016 714350999 [**] Knutsford IT 00000 [**]
HIS 7016 706490999 [**] Koln IT 00000 [**]
HIS 7014 770660999 [**] Kota Kinabalu IT 00000 [**]
HIS 7014 714590999 [**] Kota Kinabalu Sabah IT 00000 [**]
HIS 7014 721750999 [**] Kota Kinabalu Sabah IT 00000 [**]
HIS 7015 700640999 [**] Kowloon IT 00000 [**]
HIS 7015 700750999 [**] Kowloon IT 00000 [**]
HIS 7015 701300999 [**] Kowloon IT 00000 [**]
HIS 7015 701310999 [**] Kowloon IT 00000 [**]
HIS 7015 702610999 [**] Kowloon IT 00000 [**]
HIS 7015 703620999 [**] Kowloon IT 00000 [**]
HIS 7015 706010999 [**] Kowloon IT 00000 [**]
HIS 7015 706190999 [**] Kowloon IT 00000 [**]
HIS 7015 706210999 [**] Kowloon IT 00000 [**]
HIS 7015 706350999 [**] Kowloon IT 00000 [**]
HIS 7015 706360999 [**] Kowloon IT 00000 [**]
HIS 7015 706380999 [**] Kowloon IT 00000 [**]
HIS 7015 706620999 [**] Kowloon IT 00000 [**]
HIS 7015 707800999 [**] Kowloon IT 00000 [**]
HIS 7015 707820999 [**] Kowloon IT 00000 [**]
HIS 7015 708290999 [**] Kowloon IT 00000 [**]
HIS 7015 708840999 [**] Kowloon IT 00000 [**]
HIS 7015 712830999 [**] Kowloon IT 00000 [**]
HIS 7015 714320999 [**] Kowloon IT 00000 [**]
HIS 7015 714610999 [**] Kowloon IT 00000 [**]
HIS 7015 715540999 [**] Kowloon IT 00000 [**]
HIS 7015 716250999 [**] Kowloon IT 00000 [**]
HIS 7015 718150999 [**] Kowloon IT 00000 [**]
HIS 7015 718950999 [**] Kowloon IT 00000 [**]
HIS 7015 720020999 [**] Kowloon IT 00000 [**]
HIS 7015 720280999 [**] Kowloon IT 00000 [**]
HIS 7015 720630999 [**] Kowloon IT 00000 [**]
HIS 7015 720660999 [**] Kowloon IT 00000 [**]
HIS 7015 758200999 [**] Kowloon IT 00000 [**]
HIS 7015 703440999 [**] Kowloon Bay IT 00000 [**]
HIS 7015 714780001 [**] Kowloon Bay Kowloon IT 00000 [**]
HIS 7014 720290999 [**] Krapee IT 00000 [**]
CLS 3010 003781007 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 702800999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 702990999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 703110999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 710400999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 715020999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 715030999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 716330999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 717030999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 717550999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 719140999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 720190999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 720690999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 770430999 [**] Kuala Lumpur IT 00000 [**]
HIS 7014 037448001 [**] Kuala Lumpur Malaysia IT 00000 [**]
HIS 7014 037451001 [**] Kuala Lumpur Malaysia IT 00000 [**]
HIS 7014 721590999 [**] Kuala Muda IT 00000 [**]
HIS 7014 707980999 [**] Kuala Selangor IT 00000 [**]
HIS 7014 718970999 [**] Kuala Trengganu IT 00000 [**]
HIS 7014 770240999 [**] Kuantan IT 00000 [**]
HIS 7014 721240999 [**] Kuantan Pehang IT 00000 [**]
HIS 7014 704380999 [**] Kuching Sarawak IT 00000 [**]
HIS 7014 704390999 [**] Kuching Sarawak IT 00000 [**]
HIS 7014 709090999 [**] Kuching Sarawak IT 00000 [**]
HIS 7014 715670999 [**] Kuching Sarawak IT 00000 [**]
HIS 7015 770090999 [**] Kung Mig IT 00000 [**]
HIS 7013 700520999 [**] Kuranda IT 00000 [**]
HIS 7016 712330999 [**] Kusadasi IT 00000 [**]
HIS 7014 711990999 [**] Kuta IT 00000 [**]
HIS 7014 712680999 [**] Kuta IT 00000 [**]
HIS 7014 712910999 [**] Kuta IT 00000 [**]
HIS 7014 713210999 [**] Kuta IT 00000 [**]
HIS 7014 720260999 [**] Kuta IT 00000 [**]
HIS 7016 701070999 [**] Kuwait IT 00000 [**]
HIS 7010 714410999 [**] Kyong Ju City IT 00000 [**]
HIS 7010 715160999 [**] La Hulpe IT 00000 [**]
HIS 7014 720120999 [**] Langkawi IT 00000 [**]
HIS 7010 722310999 [**] Las Vegas IT [**]
HIS 7013 700410999 [**] Launceston IT 00000 [**]
HIS 7016 709570999 [**] Leeds IT 00000 [**]
HIS 7016 716750999 [**] Leeds IT 00000 [**]
HIS 7016 711810999 [**] Leiden IT 00000 [**]
Appendix F-1-25
<PAGE> 57
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7016 713220999 [**] Leningrad IT 00000 [**]
HIS 7015 717300999 [**] Liaoning IT 00000 [**]
HIS 7015 720030999 [**] Liaoning IT 00000 [**]
HIS 7016 716070001 [**] Libraville IT 00000 [**]
HIS 7016 705480999 [**] Libreville IT 00000 [**]
HIS 7015 721130999 [**] Lijiang IT 00000 [**]
GSI 9010 036917001 [**] Lima IT 00000 [**]
HIS 7010 715310001 [**] Lima IT 00000 [**]
HIS 7010 037497001 [**] Lima Peru IT 00000 [**]
HIS 7016 702820999 [**] Limassol IT 00000 [**]
HIS 7016 704080999 [**] Limassol IT 00000 [**]
HIS 7016 704840999 [**] Limassol IT 00000 [**]
HIS 7016 714580999 [**] Limerick IT 00000 [**]
HIS 7016 716800999 [**] Lincolnshire IT 00000 [**]
HIS 7016 713440999 [**] Lisboa IT 00000 [**]
HIS 7016 714340999 [**] Liverpool IT 00000 [**]
HIS 7010 718420001 [**] Lomas De Chapultepec IT 00000 [**]
HIS 7016 707210999 [**] London IT 00000 [**]
HIS 7016 718360999 [**] London IT 00000 [**]
HIS 7016 700400999 [**] London IT 00000 [**]
HIS 7016 702670999 [**] London IT 00000 [**]
HIS 7016 703100999 [**] London IT 00000 [**]
HIS 7016 703130999 [**] London IT 00000 [**]
HIS 7016 703140999 [**] London IT 00000 [**]
HIS 7016 703150999 [**] London IT 00000 [**]
HIS 7016 703170999 [**] London IT 00000 [**]
HIS 7016 703800999 [**] London IT 00000 [**]
HIS 7016 704250999 [**] London IT 00000 [**]
HIS 7016 709150999 [**] London IT 00000 [**]
HIS 7016 709340999 [**] London IT 00000 [**]
HIS 7016 710720999 [**] London IT 00000 [**]
HIS 7016 713050999 [**] London IT 00000 [**]
HIS 7016 714200999 [**] London IT 00000 [**]
HIS 7016 715090999 [**] London IT 00000 [**]
HIS 7016 715240001 [**] London IT 00000 [**]
HIS 7016 715250999 [**] London IT 00000 [**]
HIS 7016 715720001 [**] London IT 00000 [**]
HIS 7016 715800001 [**] London IT 00000 [**]
HIS 7016 715920001 [**] London IT 00000 [**]
HIS 7016 715990001 [**] London IT 00000 [**]
HIS 7016 717340999 [**] London IT 00000 [**]
HIS 7016 719130999 [**] London IT 00000 [**]
HIS 7016 719290999 [**] London IT 00000 [**]
HIS 7016 719450001 [**] London IT 00000 [**]
HIS 7016 719460999 [**] London IT 00000 [**]
HIS 7010 719940999 [**] Longkon City IT 00000 [**]
HIS 7014 720840999 [**] Longkou City IT 00000 [**]
HIS 7016 759170999 [**] Lourinha IT 00000 [**]
HIS 7016 705620999 [**] Ludwigsburg IT 00000 [**]
HIS 7016 715330999 [**] Luebeck IT 00000 [**]
HIS 7016 715940001 [**] Lusaka IT 00000 [**]
HIS 7016 709930999 [**] Luxembourg IT 00000 [**]
HIS 7016 715950001 [**] Luxembourg IT 00000 [**]
HIS 7016 708750999 [**] Luxor IT 00000 [**]
HIS 7016 714390999 [**] Lymm IT 00000 [**]
HIS 7015 710230999 [**] Macau IT 00000 [**]
HIS 7015 717690999 [**] Macau IT 00000 [**]
HIS 7013 713310999 [**] Mackay IT 00000 [**]
HIS 7013 720550999 [**] Mackay IT 00000 [**]
HIS 7016 712730999 [**] Madeira IT 00000 [**]
HIS 7016 700860999 [**] Madrid IT 00000 [**]
HIS 7016 713150999 [**] Madrid IT 00000 [**]
HIS 7016 715750001 [**] Madrid IT 00000 [**]
HIS 7016 714100999 [**] Maidstone IT 00000 [**]
HIS 7016 703650999 [**] Mainz IT 00000 [**]
HIS 7014 722250001 [**] Majuro MH 96960 IT 00000 [**]
HIS 7014 715920999 [**] Malacca IT 00000 [**]
HIS 7016 712820999 [**] Malaga IT 00000 [**]
HIS 7014 037452001 [**] Malaysia IT 00000 [**]
HIS 7010 712560999 [**] Malia IT 00000 [**]
HIS 7016 707870999 [**] Malta IT 00000 [**]
HIS 7016 716120001 [**] Manama IT 00000 [**]
HIS 7014 720650999 [**] Mandalay IT 00000 [**]
HIS 7014 700590999 [**] Manila IT 00000 [**]
HIS 7015 707810999 [**] Manila IT 00000 [**]
HIS 7015 709100999 [**] Manila IT 00000 [**]
HIS 7014 715960001 [**] Manila IT 00000 [**]
HIS 7014 716980001 [**] Manila IT 00000 [**]
HIS 7014 720970999 [**] Manila IT 00000 [**]
HIS 7013 702950999 [**] Manly IT 00000 [**]
HIS 7010 750000999 [**] Manly IT 00000 [**]
HIS 7013 707480999 [**] Manunda IT 00000 [**]
HIS 7010 715420001 [**] Manzanillo IT 00000 [**]
HIS 7010 716680001 [**] Manzanillo IT 00000 [**]
HIS 7010 722050001 [**] Manzanillo IT 00000 [**]
HIS 7010 722050999 [**] Manzanillo IT 00000 [**]
HIS 7016 718910999 [**] Marianske Lazne IT 00000 [**]
HIS 7016 713890001 [**] Marne-La-Vallee IT 00000 [**]
HIS 7014 720670999 [**] Mataram IT 00000 [**]
HIS 7016 706470999 [**] Mayaguez IT 00000 [**]
HIS 7010 711630001 [**] Mazatlan IT 00000 [**]
HIS 7013 713070999 [**] Melbourne IT 00000 [**]
HIS 7013 700730999 [**] Melbourne IT 00000 [**]
HIS 7013 711840999 [**] Melbourne IT 00000 [**]
HIS 7013 711850999 [**] Melbourne IT 00000 [**]
HIS 7013 712140999 [**] Melbourne IT 00000 [**]
HIS 7014 770600999 [**] Mentakab Pehang IT 00000 [**]
HIS 7010 720160999 [**] Merida IT 00000 [**]
HIS 7013 710740999 [**] Mermaid Waters IT 00000 [**]
HIS 7016 712320999 [**] Mersin IT 00000 [**]
HIS 7016 712660999 [**] Mersin IT 00000 [**]
CLS 3010 035189003 [**] Mexico IT 00000 [**]
CLS 3010 037179001 [**] Mexico IT 00000 [**]
CLS 3010 037266001 [**] Mexico IT 00000 [**]
HIS 7010 715570001 [**] Mexico IT 00000 [**]
HIS 7010 710480001 [**] Mexico City IT 00000 [**]
Appendix F-1-26
<PAGE> 58
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 710480999 [**] Mexico City IT 00000 [**]
HIS 7010 718520001 [**] Mexico City IT 00000 [**]
CLS 3010 035446001 [**] MIDDLESEX IT 00000 [**]
CLS 3010 035447001 [**] Middlesex IT 00000 [**]
HIS 7016 714770001 [**] Middlesex IT 00000 [**]
HIS 7016 703060999 [**] Milano IT 00000 [**]
HIS 7016 709940999 [**] Monaco Cedex IT 00000 [**]
HIS 7016 717170999 [**] Monaco Cedex IT 00000 [**]
HIS 7016 717180999 [**] Monaco Cedex IT 00000 [**]
HIS 7016 709800999 [**] Monte Carlo IT 00000 [**]
CLS 3010 035254001 [**] Montego Bay IT 00000 [**]
HIS 7010 717920002 [**] Morelos IT 00000 [**]
HIS 7016 712670999 [**] Moscow IT 00000 [**]
HIS 7016 713580999 [**] Moscow IT 00000 [**]
HIS 7014 720300999 [**] Mukdaharn IT 00000 [**]
HIS 7016 700870999 [**] Munchen IT 00000 [**]
HIS 7016 706660999 [**] Munich IT 00000 [**]
HIS 7016 709460999 [**] Munich IT 00000 [**]
HIS 7016 716020001 [**] Munich IT 00000 [**]
HIS 7016 704220999 [**] Muscat IT 00000 [**]
HIS 7016 716030001 [**] Muscat IT 00000 [**]
HIS 7014 715660001 [**] Muttrah IT 00000 [**]
HIS 7013 701850999 [**] N. Sydney IT 00000 [**]
HIS 7016 704070999 [**] N. Warrington IT 00000 [**]
HIS 7013 706780999 [**] Nadi IT 00000 [**]
HIS 7013 706930999 [**] Nadi IT 00000 [**]
HIS 7013 708050999 [**] Nadi IT 00000 [**]
HIS 7016 705720999 [**] Nairobi IT 00000 [**]
HIS 7016 716040001 [**] Nairobi IT 00000 [**]
HIS 7010 717000999 [**] Nairobi IT 00000 [**]
HIS 7016 758590999 [**] Nairobi IT 00000 [**]
HIS 7014 720130999 [**] Nakhonsithammarat IT 00000 [**]
HIS 7014 721210999 [**] Nakornsawan IT 00000 [**]
HIS 7010 716100001 [**] Nam. Cyrieovyeh 43/5 IT 00000 [**]
HIS 7015 711820999 [**] Nanjing IT 00000 [**]
HIS 7013 709900999 [**] Narrabundah IT 00000 [**]
CLS 3010 035208001 [**] Nassau IT 00000 [**]
CLS 3010 036664001 [**] Nassau IT 00000 [**]
CLS 3010 036664002 [**] Nassau IT 00000 [**]
GSI 9010 036918001 [**] Nassau IT 00000 [**]
HIS 7010 718720001 [**] Nassau IT 00000 [**]
HIS 7014 709320999 [**] Negara Brunei
Darussalam IT 00000 [**]
HIS 7010 037427001 [**] Nepean Ontario IT 00000 [**]
HIS 7016 715700999 [**] Neuilly-Sur-Seine IT 00000 [**]
HIS 7014 717090001 [**] New Dehli IT 00000 [**]
HIS 7014 720820999 [**] New Delhi IT 00000 [**]
HIS 7016 758430999 [**] New Isenburg IT 00000 [**]
HIS 7016 708510999 [**] Newbury IT 00000 [**]
HIS 7016 708310999 [**] Newcastle IT 00000 [**]
HIS 7016 709750999 [**] Newcastle Upon Tyne IT 00000 [**]
HIS 7016 712350999 [**] Newport IT 00000 [**]
HIS 7016 712380999 [**] Nice IT 00000 [**]
HIS 7015 718980999 [**] Ningbo IT 00000 [**]
HIS 7013 711740999 [**] Noosa Heads IT 00000 [**]
HIS 7016 714130999 [**] North Lincoln IT 00000 [**]
HIS 7014 721930999 [**] North Sulawesi IT 00000 [**]
HIS 7013 712860999 [**] North Sydney IT 00000 [**]
HIS 7013 770130001 [**] North Sydney IT 00000 [**]
HIS 7013 710360999 [**] North Wollongong IT 00000 [**]
HIS 7016 714110999 [**] Northampton IT 00000 [**]
HIS 7016 714120999 [**] Northampton IT 00000 [**]
HIS 7016 719660999 [**] Northants IT 00000 [**]
HIS 7016 706580999 [**] Nottingham IT 00000 [**]
HIS 7014 715040999 [**] Nusa Dua IT 00000 [**]
HIS 7014 718520999 [**] Nusa Dua IT 00000 [**]
HIS 7010 714820001 [**] Oaxaca IT 00000 [**]
HIS 7010 717930002 [**] Oaxaca IT 00000 [**]
HIS 7016 714370999 [**] Oldham IT 00000 [**]
GSI 9010 036706001 [**] Oranjestad IT 00000 [**]
HIS 7016 710510001 [**] Oranjestad IT 00000 [**]
HIS 7010 703700999 [**] Orly IT 00000 [**]
HIS 7010 704990999 [**] Osaka IT 00000 [**]
HIS 7016 716810999 [**] Oulton IT 00000 [**]
HIS 7014 719360999 [**] Padang IT 00000 [**]
HIS 7016 718920001 [**] Pago Pago IT 00000 [**]
HIS 7014 718500999 [**] Pahang Darul Makmur IT 00000 [**]
HIS 7016 716000999 [**] Paisley IT 00000 [**]
HIS 7016 714130001 [**] Palm Beach IT 00000 [**]
HIS 7013 720560999 [**] Palm Cove IT 00000 [**]
GSI 9010 037278001 [**] Palmer IT 00000 [**]
GSI 9010 037378001 [**] Pampanga IT 00000 [**]
HIS 7016 702680999 [**] Paphos IT 00000 [**]
HIS 7016 715510001 [**] Paramaribo IT 00000 [**]
HIS 7016 714890999 [**] Paris IT 00000 [**]
HIS 7016 715350999 [**] Paris IT 00000 [**]
HIS 7016 715380999 [**] Paris IT 00000 [**]
HIS 7016 715410999 [**] Paris IT 00000 [**]
HIS 7016 716200999 [**] Paris IT 00000 [**]
HIS 7016 700200999 [**] Paris IT 00000 [**]
HIS 7016 700690999 [**] Paris IT 00000 [**]
HIS 7016 701790999 [**] Paris IT 00000 [**]
HIS 7016 702130999 [**] Paris IT 00000 [**]
HIS 7016 703070999 [**] Paris IT 00000 [**]
HIS 7016 705680999 [**] Paris IT 00000 [**]
HIS 7016 707330999 [**] Paris IT 00000 [**]
HIS 7016 708800999 [**] Paris IT 00000 [**]
HIS 7016 708880999 [**] Paris IT 00000 [**]
HIS 7016 709500999 [**] Paris IT 00000 [**]
HIS 7016 709510999 [**] Paris IT 00000 [**]
HIS 7016 709520999 [**] Paris IT 00000 [**]
HIS 7016 709530999 [**] Paris IT 00000 [**]
HIS 7016 709540999 [**] Paris IT 00000 [**]
HIS 7016 709550999 [**] Paris IT 00000 [**]
HIS 7016 709560999 [**] Paris IT 00000 [**]
HIS 7016 709760999 [**] Paris IT 00000 [**]
HIS 7016 712740999 [**] Paris IT 00000 [**]
Appendix F-1-27
<PAGE> 59
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7016 713570999 [**] Paris IT 00000 [**]
HIS 7016 713970999 [**] Paris IT 00000 [**]
HIS 7016 714430999 [**] Paris IT 00000 [**]
HIS 7016 714810999 [**] Paris IT 00000 [**]
HIS 7016 714820999 [**] Paris IT 00000 [**]
HIS 7016 714830999 [**] Paris IT 00000 [**]
HIS 7016 714840999 [**] Paris IT 00000 [**]
HIS 7016 714850999 [**] Paris IT 00000 [**]
HIS 7016 714860999 [**] Paris IT 00000 [**]
HIS 7016 714870999 [**] Paris IT 00000 [**]
HIS 7016 714880999 [**] Paris IT 00000 [**]
HIS 7016 714970999 [**] Paris IT 00000 [**]
HIS 7016 714980999 [**] Paris IT 00000 [**]
HIS 7016 714990999 [**] Paris IT 00000 [**]
HIS 7016 715360999 [**] Paris IT 00000 [**]
HIS 7016 715370999 [**] Paris IT 00000 [**]
HIS 7016 715390999 [**] Paris IT 00000 [**]
HIS 7016 715400999 [**] Paris IT 00000 [**]
HIS 7016 715690999 [**] Paris IT 00000 [**]
HIS 7016 715910001 [**] Paris IT 00000 [**]
HIS 7016 715950999 [**] Paris IT 00000 [**]
HIS 7016 716090001 [**] Paris IT 00000 [**]
HIS 7016 716160999 [**] Paris IT 00000 [**]
HIS 7016 716170999 [**] Paris IT 00000 [**]
HIS 7016 716180999 [**] Paris IT 00000 [**]
HIS 7016 716190999 [**] Paris IT 00000 [**]
HIS 7016 716760999 [**] Paris IT 00000 [**]
HIS 7016 716770999 [**] Paris IT 00000 [**]
HIS 7016 717731099 [**] Paris IT 00000 [**]
HIS 7016 717732099 [**] Paris IT 00000 [**]
HIS 7016 717733099 [**] Paris IT 00000 [**]
HIS 7016 717770999 [**] Paris IT 00000 [**]
HIS 7016 758470999 [**] Paris IT 00000 [**]
HIS 7013 714460999 [**] Parramatta IT 00000 [**]
HIS 7013 714910999 [**] Parramatta IT 00000 [**]
HIS 7014 710020999 [**] Penang IT 00000 [**]
HIS 7014 710080999 [**] Penang IT 00000 [**]
HIS 7014 710090999 [**] Penang IT 00000 [**]
HIS 7014 715750999 [**] Penang IT 00000 [**]
HIS 7014 716040999 [**] Penang IT 00000 [**]
HIS 7014 716050999 [**] Penang IT 00000 [**]
HIS 7014 720180999 [**] Penang IT 00000 [**]
CLS 3010 037417001 [**] Perak Malaysia 32300 IT 00000 [**]
HIS 7014 770260999 [**] Perak Darul Ridzuan IT 00000 [**]
HIS 7013 707120999 [**] Perth IT 00000 [**]
HIS 7013 700890999 [**] Perth IT 00000 [**]
HIS 7013 702420999 [**] Perth IT 00000 [**]
HIS 7013 703030999 [**] Perth IT 00000 [**]
HIS 7013 704500999 [**] Perth IT 00000 [**]
HIS 7013 706790999 [**] Perth IT 00000 [**]
HIS 7016 715980999 [**] Perth IT 00000 [**]
HIS 7016 703770999 [**] Perthshire IT 00000 [**]
HIS 7016 708580999 [**] Perthshire IT 00000 [**]
HIS 7014 702360999 [**] Petalig Jaya IT 00000 [**]
GSI 9010 037268001 [**] Philippines IT 00000 [**]
HIS 7014 721730999 [**] Phitsanulok IT 00000 [**]
HIS 7014 720620999 [**] Phitsanuloke IT 00000 [**]
HIS 7014 706950999 [**] Phuket IT 00000 [**]
HIS 7014 711180999 [**] Phuket IT 00000 [**]
HIS 7014 715800999 [**] Phuket IT 00000 [**]
HIS 7014 718000999 [**] Phuket IT 00000 [**]
HIS 7014 719840999 [**] Phuket IT 00000 [**]
HIS 7010 715150001 [**] Playa Del Carmen IT 00000 [**]
HIS 7016 701810999 [**] Porlamar IT 00000 [**]
HIS 7013 719700001 [**] Port Douglas IT 00000 [**]
HIS 7014 721080999 [**] Port Louis IT 00000 [**]
HIS 7014 721081099 [**] Port Louis IT 00000 [**]
HIS 7016 759140999 [**] Port Louis IT 00000 [**]
HIS 7016 700070999 [**] Port Of Spain IT 00000 [**]
HIS 7016 709140999 [**] Portsmouth IT 00000 [**]
HIS 7013 715130999 [**] Potts Point IT 00000 [**]
HIS 7016 710470999 [**] Prague 1 IT 00000 [**]
HIS 7016 716580999 [**] Prague 1 IT 00000 [**]
HIS 7010 715810001 [**] Praha IT 00000 [**]
HIS 7016 759120999 [**] Praha 8 IT 00000 [**]
HIS 7016 715790999 [**] Praslin IT 00000 [**]
HIS 7014 719610999 [**] Prawet IT 00000 [**]
HIS 7016 705780999 [**] Prestbury IT 00000 [**]
HIS 7010 722090001 [**] Puebla IT 00000 [**]
HIS 7010 722090999 [**] Puebla IT 00000 [**]
HIS 7010 711070001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 711270001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 715210001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 716560001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 718470001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 718560001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 720330001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 720340001 [**] Puerto Vallarta IT 00000 [**]
HIS 7010 713910001 [**] Puerto Vallerta IT 00000 [**]
HIS 7014 719590999 [**] Pulan Batam IT 00000 [**]
HIS 7010 711140999 [**] Pusan IT 00000 [**]
HIS 7016 718610001 [**] Pyramids IT 00000 [**]
HIS 7010 711590001 [**] Q ROO C.P 77600 IT 00000 [**]
HIS 7015 719010999 [**] Qing Dao IT 00000 [**]
HIS 7015 706200999 [**] Quarry Bay IT 00000 [**]
HIS 7013 700430999 [**] Queenstown IT 00000 [**]
HIS 7014 770100999 [**] Quezon City IT 00000 [**]
HIS 7014 721890999 [**] Ranong IT 00000 [**]
HIS 7014 717710999 [**] Rayong IT 00000 [**]
HIS 7013 718400999 [**] Regency Park IT 00000 [**]
HIS 7016 704180999 [**] Renfrew IT 00000 [**]
HIS 7010 712550999 [**] Rethymno IT 00000 [**]
HIS 7010 712570999 [**] Rethymno IT 00000 [**]
HIS 7016 713540999 [**] Rethymno IT 00000 [**]
HIS 7016 707900999 [**] Reykjavik IT 00000 [**]
HIS 7016 709720999 [**] Rhodes IT 00000 [**]
Appendix F-1-28
<PAGE> 60
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7016 713450999 [**] Rhodes IT 00000 [**]
HIS 7016 715860999 [**] Rhodes IT 00000 [**]
HIS 7016 717010999 [**] Rhodes IT 00000 [**]
MAI / MFC 4010 021331007 [**] Rio Piedras IT 00000 [**]
HIS 7016 759100999 [**] Rivonia 2128 IT 00000 [**]
HIS 7016 716130001 [**] Riyadh IT 00000 [**]
HIS 7016 758690999 [**] Riyadh IT 00000 [**]
HIS 7016 705190999 [**] Rome IT 00000 [**]
HIS 7016 715860001 [**] Rome IT 00000 [**]
HIS 7013 711160999 [**] Rosehill IT 00000 [**]
HIS 7013 711830999 [**] Rosehill IT 00000 [**]
HIS 7010 714190999 [**] Rotterdam IT 00000 [**]
HIS 7016 719250999 [**] Royal Tunbride Wells IT 00000 [**]
HIS 7010 711980001 [**] Saltillo IT 00000 [**]
HIS 7016 715310999 [**] Salzburg IT 00000 [**]
HIS 7010 715200001 [**] San Jose IT 00000 [**]
CLS 3010 035171002 [**] San Jose Del Cabo IT 00000 [**]
CLS 3010 037393001 [**] San Jose Del Cabo IT 00000 [**]
HIS 7010 710460001 [**] San Jose Del Cabo IT 00000 [**]
HIS 7010 713580001 [**] San Jose Del Cabo IT 00000 [**]
CLS 3010 035167002 [**] San Jose Del Cabo BCS IT 00000 [**]
CLS 3010 034563001 [**] San Juan IT 00000 [**]
CLS 3010 034646001 [**] San Juan IT 00000 [**]
GSI 9010 036711001 [**] San Juan IT 00000 [**]
HIS 7010 710270001 [**] San Juan IT 00000 [**]
HIS 7010 712000001 [**] San Juan IT 00000 [**]
HIS 7010 713800001 [**] San Juan IT 00000 [**]
HIS 7010 714660001 [**] San Juan IT 00000 [**]
HIS 7010 718870001 [**] San Juan IT 00000 [**]
HIS 7010 721760001 [**] San Juan IT 00000 [**]
HIS 7010 712840999 [**] San Salvador IT 00000 [**]
CLS 3010 035380001 [**] Santo Domingo IT 00000 [**]
HIS 7010 711890001 [**] Santo Domingo IT 00000 [**]
HIS 7010 716750001 [**] Santo Domingo IT 00000 [**]
HIS 7010 718380001 [**] Santo Domingo IT 00000 [**]
HIS 7010 718590001 [**] Santo Domingo IT 00000 [**]
CLS 3010 035533001 [**] Sao Paulo IT 00000 [**]
HIS 7016 704770999 [**] Schiphol IT 00000 [**]
HIS 7016 706860999 [**] Schwabish Gmuend IT 00000 [**]
HIS 7014 718340999 [**] Selangor Darul Ehsan IT 00000 [**]
HIS 7014 720370999 [**] Selangor Darul Ehsan IT 00000 [**]
HIS 7014 721850999 [**] Seogwipo City IT 00000 [**]
HIS 7015 708820999 [**] Seoul IT 00000 [**]
HIS 7010 711130999 [**] Seoul IT 00000 [**]
HIS 7014 714440999 [**] Seoul IT 00000 [**]
HIS 7010 716150001 [**] Seoul IT 00000 [**]
HIS 7010 716150002 [**] Seoul IT 00000 [**]
HIS 7014 719090999 [**] Seoul IT 00000 [**]
HIS 7014 719740999 [**] Seoul IT 00000 [**]
HIS 7010 720270999 [**] Sf. Luxor IT 00000 [**]
HIS 7015 037471001 [**] Shanghai IT 00000 [**]
HIS 7015 704790999 [**] Shanghai IT 00000 [**]
HIS 7015 707730999 [**] Shanghai IT 00000 [**]
HIS 7014 710710001 [**] Shanghai IT 00000 [**]
HIS 7015 711760999 [**] Shanghai IT 00000 [**]
HIS 7010 714660999 [**] Shanghai IT 00000 [**]
HIS 7015 716600999 [**] Shanghai IT 00000 [**]
HIS 7015 716930999 [**] Shanghai IT 00000 [**]
HIS 7015 716940999 [**] Shanghai IT 00000 [**]
HIS 7015 716950999 [**] Shanghai IT 00000 [**]
HIS 7014 718750999 [**] Shanghai IT 00000 [**]
HIS 7015 719920999 [**] Shanghai IT 00000 [**]
HIS 7015 721620999 [**] Shanghai IT 00000 [**]
HIS 7015 721630999 [**] Shanghai IT 00000 [**]
HIS 7015 721980999 [**] Shanghai IT 00000 [**]
HIS 7015 770210999 [**] Shanghai IT 00000 [**]
HIS 7015 770480999 [**] Shanghai IT 00000 [**]
HIS 7015 719900999 [**] Shantou IT 00000 [**]
HIS 7015 704620999 [**] Shatin IT 00000 [**]
HIS 7015 718990999 [**] Shenyang IT 00000 [**]
HIS 7015 719440999 [**] Shenyang IT 00000 [**]
HIS 7014 716080001 [**] Shenzhen IT 00000 [**]
HIS 7015 717840999 [**] Shenzhen IT 00000 [**]
HIS 7015 718720999 [**] Siapan IT 00000 [**]
CLS 3010 003781008 [**] Singapore IT 00000 [**]
CLS 3010 003781013 [**] Singapore IT 00000 [**]
CLS 3010 003781014 [**] Singapore IT 00000 [**]
CLS 3010 003781015 [**] Singapore IT 00000 [**]
HIS 7014 037445001 [**] Singapore IT 00000 [**]
HIS 7014 037449001 [**] Singapore IT 00000 [**]
HIS 7014 037450001 [**] Singapore IT 00000 [**]
HIS 7014 700020999 [**] Singapore IT 00000 [**]
HIS 7014 700380999 [**] Singapore IT 00000 [**]
HIS 7014 700580999 [**] Singapore IT 00000 [**]
HIS 7014 701080999 [**] Singapore IT 00000 [**]
HIS 7014 701730999 [**] Singapore IT 00000 [**]
HIS 7014 702140999 [**] Singapore IT 00000 [**]
HIS 7014 702520999 [**] Singapore IT 00000 [**]
HIS 7014 703630999 [**] Singapore IT 00000 [**]
HIS 7014 703640999 [**] Singapore IT 00000 [**]
HIS 7014 705750999 [**] Singapore IT 00000 [**]
HIS 7014 706370999 [**] Singapore IT 00000 [**]
HIS 7014 708210999 [**] Singapore IT 00000 [**]
HIS 7014 708910999 [**] Singapore IT 00000 [**]
HIS 7014 709020999 [**] Singapore IT 00000 [**]
HIS 7014 712900999 [**] Singapore IT 00000 [**]
HIS 7014 713010999 [**] Singapore IT 00000 [**]
HIS 7014 714230999 [**] Singapore IT 00000 [**]
HIS 7014 714800001 [**] Singapore IT 00000 [**]
HIS 7014 715590999 [**] Singapore IT 00000 [**]
HIS 7014 715720999 [**] Singapore IT 00000 [**]
HIS 7014 716320999 [**] Singapore IT 00000 [**]
HIS 7014 716390001 [**] Singapore IT 00000 [**]
HIS 7014 716430999 [**] Singapore IT 00000 [**]
HIS 7014 717930999 [**] Singapore IT 00000 [**]
HIS 7014 718480999 [**] Singapore IT 00000 [**]
Appendix F-1-29
<PAGE> 61
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7014 718510999 [**] Singapore IT 00000 [**]
HIS 7014 718530999 [**] Singapore IT 00000 [**]
HIS 7014 718640999 [**] Singapore IT 00000 [**]
HIS 7014 719480999 [**] Singapore IT 00000 [**]
HIS 7014 720200999 [**] Singapore IT 00000 [**]
HIS 7014 720720999 [**] Singapore IT 00000 [**]
HIS 7014 720880999 [**] Singapore IT 00000 [**]
HIS 7014 721180999 [**] Singapore IT 00000 [**]
HIS 7014 721390999 [**] Singapore IT 00000 [**]
HIS 7014 770070999 [**] Singapore IT 00000 [**]
HIS 7014 770180999 [**] Singapore IT 00000 [**]
HIS 7014 770200999 [**] Singapore IT 00000 [**]
HIS 7014 770670999 [**] Singapore IT 00000 [**]
HIS 7014 721410999 [**] Siracho IT 00000 [**]
HIS 7016 715710999 [**] Slough IT 00000 [**]
HIS 7010 716220999 [**] Sofia IT 00000 [**]
HIS 7016 716310999 [**] Sofia IT 00000 [**]
HIS 7014 714330999 [**] Solihull IT 00000 [**]
HIS 7014 720990999 [**] Songkhla IT 00000 [**]
CLS 3010 015420004 [**] South Hampton IT 00000 [**]
HIS 7014 712920999 [**] South Kuta IT 00000 [**]
HIS 7016 712780999 [**] South Sinai IT 00000 [**]
HIS 7016 718380999 [**] Southamption IT 00000 [**]
HIS 7013 706920999 [**] Southport IT 00000 [**]
HIS 7010 706640999 [**] St. Andrews IT 00000 [**]
HIS 7010 711570001 [**] St. Croix IT 00000 [**]
CLS 3010 035507001 [**] St. George IT 00000 [**]
HIS 7016 702370999 [**] St. Helier IT 00000 [**]
HIS 7016 709960999 [**] St. Helier IT 00000 [**]
HIS 7010 711530001 [**] St. John IT 00000 [**]
HIS 7010 719400001 [**] St. Lucia IT 00000 [**]
HIS 7010 717350001 [**] St. Maarten IT 10022 [**]
HIS 7010 716570001 [**] St. Martin IT 00000 [**]
HIS 7010 718110001 [**] St. Michael IT 00000 [**]
CLS 3010 034601001 [**] St. Thomas IT 00000 [**]
HIS 7010 720780001 [**] St. Thomas IT 00000 [**]
HIS 7010 720791001 [**] St. Thomas IT 00801 [**]
HIS 7016 709810999 [**] Stafford IT 00000 [**]
HIS 7013 709450999 [**] Stirling IT 00000 [**]
HIS 7016 706590999 [**] Stoke-On-Trent IT 00000 [**]
HIS 7016 701160999 [**] Strasbourg IT 00000 [**]
HIS 7016 712990999 [**] Stratford-Upon-Avon IT 00000 [**]
HIS 7016 716180001 [**] Stuttgart IT 00000 [**]
HIS 7014 037447001 [**] Sumatera Utara
Indonesia IT 00000 [**]
HIS 7014 719890999 [**] Sungai Petani IT 00000 [**]
HIS 7014 714220999 [**] Surabaya IT 00000 [**]
HIS 7014 721720999 [**] Surabaya IT 00000 [**]
HIS 7014 720110999 [**] Surrey IT 00000 [**]
HIS 7013 713030999 [**] Surry Hills IT 00000 [**]
HIS 7013 714450999 [**] Surry Hills IT 00000 [**]
HIS 7015 721520999 [**] Suzhou IT 00000 [**]
GSI 9010 036892001 [**] Swakopmund IT 00000 [**]
HIS 7016 709950999 [**] Swansea IT 00000 [**]
HIS 7016 707890999 [**] Swindon IT 00000 [**]
HIS 7016 715290999 [**] Swindon IT 00000 [**]
HIS 7013 758490999 [**] Sydney IT 00000 [**]
HIS 7013 700350999 [**] Sydney IT 00000 [**]
HIS 7013 700500999 [**] Sydney IT 00000 [**]
HIS 7013 705820999 [**] Sydney IT 00000 [**]
HIS 7013 708300999 [**] Sydney IT 00000 [**]
HIS 7013 709840999 [**] Sydney IT 00000 [**]
HIS 7013 716190001 [**] Sydney IT 00000 [**]
HIS 7014 770330999 [**] T Dutai IT 00000 [**]
HIS 7013 713320999 [**] Tahiti 1 IT 00000 [**]
HIS 7010 700620999 [**] Taipei IT 00000 [**]
HIS 7014 721150999 [**] Taman Sejati Indah IT 00000 [**]
HIS 7010 714220001 [**] Tamuning IT 00000 [**]
HIS 7015 717060999 [**] Tamuning IT 00000 [**]
HIS 7010 718050001 [**] Tamuning IT 00000 [**]
HIS 7016 702450999 [**] Tel Aviv IT 00000 [**]
HIS 7014 720080999 [**] Terengganu IT 00000 [**]
HIS 7014 721082099 [**] Terre Rouge IT 00000 [**]
HIS 7013 707960999 [**] Terrigal IT 00000 [**]
HIS 7016 716710999 [**] Thessaloniki IT 00000 [**]
HIS 7015 707000999 [**] Tianjin IT 00000 [**]
HIS 7015 719320999 [**] Tianjin IT 00000 [**]
HIS 7014 720140999 [**] Tianjin IT 00000 [**]
HIS 7015 720310999 [**] Tianjin IT 00000 [**]
HIS 7015 721330999 [**] Tianjin IT 00000 [**]
HIS 7010 722320001 [**] Tijuana IT 00000 [**]
HIS 7010 722320999 [**] Tijuana IT 00000 [**]
HIS 7010 702870999 [**] Tokyo IT 00000 [**]
HIS 7010 708030999 [**] Tokyo IT 00000 [**]
HIS 7010 711560001 [**] Tokyo IT 00000 [**]
HIS 7010 717430001 [**] Tokyo IT 00000 [**]
HIS 7016 717970999 [**] Tonbridge IT 00000 [**]
HIS 7013 708870999 [**] Townsville IT 00000 [**]
HIS 7014 770350999 [**] Tuban IT 00000 [**]
HIS 7010 714210001 [**] Tumon IT 00000 [**]
HIS 7016 715470999 [**] Tyne & Wear IT 00000 [**]
HIS 7013 719670999 [**] Udonthani IT 00000 [**]
HIS 7014 721170999 [**] Ujung Pandang IT 00000 [**]
HIS 7016 713380999 [**] Ulan Bator IT 00000 [**]
HIS 7013 707380999 [**] Ultimo IT 00000 [**]
CLS 3010 035373001 [**] United Arab Emirates IT 00000 [**]
HIS 7016 770160001 [**] United Kingdom IT 00000 [**]
CLS 3010 035266001 [**] Vancouver IT 00000 [**]
HIS 7016 701780999 [**] Vanves IT 00000 [**]
HIS 7010 716260001 [**] Veracruz IT 00000 [**]
HIS 7010 721550999 [**] Veracruz IT 00000 [**]
HIS 7016 715780999 [**] Victoria IT 00000 [**]
HIS 7016 706700999 [**] Vienna IT 00000 [**]
HIS 7016 708630999 [**] Vienna IT 00000 [**]
HIS 7016 716220001 [**] Vienna IT 00000 [**]
CLS 3010 035019001 [**] Virgin Islands IT 00000 [**]
HIS 7015 715300999 [**] Wanchai IT 00000 [**]
Appendix F-1-30
<PAGE> 62
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7015 715570999 [**] Wanchai IT 00000 [**]
HIS 7015 716380001 [**] Wanchai IT 00000 [**]
HIS 7015 718390999 [**] Wanchai IT 00000 [**]
HIS 7016 758320999 [**] Warington IT 00000 [**]
HIS 7016 716010999 [**] Warwickshire IT 00000 [**]
HIS 7016 714680001 [**] Watford;Herts IT 00000 [**]
HIS 7013 711910999 [**] Wellington IT 00000 [**]
HIS 7016 711000999 [**] Wien IT 00000 [**]
HIS 7016 714010001 [**] Wiesbaden IT 00000 [**]
HIS 7016 704700999 [**] Wishaw IT 00000 [**]
HIS 7016 708590999 [**] Wokingham IT 00000 [**]
HIS 7016 709310999 [**] Worcestershire IT 00000 [**]
HIS 7016 714360999 [**] Worcestershire IT 00000 [**]
HIS 7015 770530999 [**] Wuhan IT 00000 [**]
HIS 7014 770560999 [**] Wuhan IT 00000 [**]
HIS 7015 721870999 [**] Wuxi IT 00000 [**]
HIS 7015 721600999 [**] Xbejian Province IT 00000 [**]
HIS 7015 770550999 [**] Xian IT 00000 [**]
HIS 7014 720700999 [**] Yangon IT 00000 [**]
HIS 7014 719680999 [**] Yangoon Myanmar IT 00000 [**]
HIS 7016 711050999 [**] Yaounde IT 00000 [**]
HIS 7013 705400999 [**] Yeppoon IT 00000 [**]
HIS 7010 716240001 [**] Yokohama IT 00000 [**]
HIS 7016 717810999 [**] York IT 00000 [**]
HIS 7013 702710999 [**] Yulara IT 00000 [**]
HIS 7016 703400999 [**] Zurich IT 00000 [**]
HIS 7010 710970001 [**] Hays KS 67601 [**]
MAI / MFC 1010 032176005 [**] Kansas City KS 66105 [**]
MAI / MFC 4010 032549001 [**] Kansas City KS 66115 [**]
MAI / MFC 1010 036805001 [**] Kansas City KS 66118 [**]
MAI / MFC 9999 037338005 [**] Kansas City KS 66104 [**]
MAI / MFC 9999 037338015 [**] KANSAS CITY KS 66112 [**]
MAI / MFC 9999 037338016 [**] KANSAS CITY KS 66106 [**]
MAI / MFC 1010 015485001 [**] Lenexa KS 66215 [**]
MAI / MFC 1020 019308001 [**] Lenexa KS 66215 [**]
HIS 7010 714970001 [**] Lenexa KS 66215 [**]
MAI / MFC 1030 004369001 [**] Merriam KS 66203 [**]
MAI / MFC 9999 037338002 [**] Olathe KS 66051 [**]
MAI / MFC 9999 037338006 [**] Olathe KS 66062 [**]
HIS 7010 710380001 [**] Overland Park KS 77074 [**]
MAI / MFC 1010 010862005 [**] Shawnee KS 66214 [**]
MAI / MFC 1010 001595501 [**] Topeka KS 66603 [**]
MAI / MFC 1010 000812001 [**] Wichita KS 67214 [**]
MAI / MFC 1010 001595003 [**] Wichita KS 67211 [**]
HIS 7010 719000001 [**] Wichita KS 67209 [**]
HIS 7010 712410001 [**] Cave City KY 42127 [**]
CLS 3010 019457001 [**] Covington KY 41011 [**]
CLS 3010 021012001 [**] Covington KY 41011 [**]
MAI / MFC 1010 032260001 [**] Covington KY 41011 [**]
MAI / MFC 1010 030257501 [**] Crestview Hills KY 41017 [**]
MAI / MFC 1010 000810003 [**] Erlanger KY 41018 [**]
MAI / MFC 4010 030601005 [**] Erlanger KY 41011 [**]
CLS 3010 034795001 [**] Fort Mitchell KY 41017 [**]
HIS 7010 713740001 [**] Fort Mitchell KY 41017 [**]
MAI / MFC 1030 000961001 [**] Franklin KY 42134 [**]
MAI / MFC 1030 000961002 [**] Franklin KY 42135 [**]
MAI / MFC 1010 000810002 [**] Louisville KY 40213 [**]
MAI / MFC 1020 003630001 [**] Louisville KY 40211 [**]
MAI / MFC 1010 014144003 [**] Louisville KY 40216 [**]
MAI / MFC 4010 017067502 [**] Louisville KY 40208 [**]
MAI / MFC 1010 033829001 [**] Louisville KY 40213 [**]
CLS 3010 034219001 [**] Louisville KY 40202 [**]
CLS 3010 036583001 [**] Louisville KY 40202 [**]
HIS 7010 710360001 [**] Louisville KY 40223 [**]
HIS 7010 714070001 [**] Louisville KY 40202 [**]
HIS 7010 719020001 [**] Maysville KY 41056 [**]
MAI / MFC 1010 019582003 [**] Mt. Sterling KY 40353 [**]
MAI / MFC 1010 019582004 [**] Mt. Sterling KY 40353 [**]
MAI / MFC 1010 032362001 [**] Newport KY 41071 [**]
HIS 7010 713740002 [**] South Fort Mitchell KY 41017 [**]
CLS 3010 034532001 [**] Alexandria LA 71301 [**]
CLS 3010 034926002 [**] Baton Rogue LA 70808 [**]
GSI 9010 036824001 [**] Baton Rouge LA 70806 [**]
HIS 7010 719950001 [**] Baton Rouge LA 70816 [**]
MAI / MFC 1010 025730501 [**] Belle Chase LA 70037 [**]
HIS 7010 715100001 [**] Bossier LA 71111 [**]
HIS 7010 714150001 [**] Bossier City LA 71111 [**]
HIS 7010 719970001 [**] Bossier City LA 71111 [**]
MAI / MFC 1010 002747007 [**] Jefferson LA 70123 [**]
MAI / MFC 1010 003332006 [**] Kenner LA 70065 [**]
HIS 7010 718650001 [**] Kenner LA 70062 [**]
HIS 7010 722170999 [**] Kinder LA 70648 [**]
HIS 7010 720070001 [**] Lafayette LA 70501 [**]
GSI 9010 037291002 [**] Lake Charles LA 70602 [**]
HIS 7010 037061001 [**] Marksville LA 71051 [**]
HIS 7010 722160999 [**] Marksville LA 71351 [**]
MAI / MFC 1010 000773001 [**] MARRERO LA 70072 [**]
HIS 7010 716650001 [**] Metairie LA 70002 [**]
HIS 7010 719710001 [**] Metairie LA 70001 [**]
CLS 3010 015420005 [**] New Orleans LA 70140 [**]
CLS 3010 030076001 [**] New Orleans LA 70140 [**]
CLS 3010 030076003 [**] New Orleans LA 70130 [**]
CLS 3010 034619001 [**] New Orleans LA 70130 [**]
CLS 3010 034896001 [**] NEW ORLEANS LA 70140 [**]
CLS 3010 035119001 [**] New Orleans LA 70130 [**]
CLS 3010 036527001 [**] New Orleans LA 70116 [**]
CLS 3010 036536001 [**] New Orleans LA 70112 [**]
GSI 9010 036828001 [**] New Orleans LA 70130 [**]
HIS 7010 711940001 [**] New Orleans LA 70112 [**]
HIS 7010 716050001 [**] New Orleans LA 70130 [**]
HIS 7010 716100999 [**] New Orleans LA 70130 [**]
HIS 7010 716640001 [**] New Orleans LA 70116 [**]
HIS 7010 717410001 [**] New Orleans LA 70123 [**]
HIS 7010 717870001 [**] New Orleans LA 70140 [**]
HIS 7010 718680001 [**] New Orleans LA 70130 [**]
HIS 7010 720150001 [**] New Orleans LA 70001 [**]
Appendix F-1-31
<PAGE> 63
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 720530001 [**] New Orleans LA 70130 [**]
CLS 3010 019955001 [**] Shreveport LA 71105 [**]
CLS 3010 035240001 [**] Shreveport LA 71105 [**]
HIS 7010 719770001 [**] Shreveport LA 71105 [**]
GSI 9010 037318001 [**] West Lake LA 70669 [**]
GSI 9010 037318002 [**] Westlake LA 70669 [**]
MAI / MFC 1050 014503001 [**] Auburn MA 01501 [**]
MAI / MFC 1050 090273027 [**] Auburn MA 01501 [**]
HIS 7010 720710001 [**] Bedford MA 01730 [**]
CLS 3010 020691001 [**] Boston MA 02110 [**]
CLS 3010 002559001 [**] Boston MA 02134 [**]
CLS 3010 015420002 [**] Boston MA 02116 [**]
MAI / MFC 1050 016620504 [**] Boston MA 02215 [**]
MAI / MFC 1050 018709001 [**] Boston MA 02215 [**]
CLS 3010 031738001 [**] BOSTON MA 02134 [**]
CLS 3010 034635001 [**] Boston MA 02215 [**]
CLS 3010 034668001 [**] Boston MA 02026 [**]
CLS 3010 034745001 [**] Boston MA 02116 [**]
CLS 3010 035186001 [**] Boston MA 02116 [**]
CLS 3010 036525001 [**] Boston MA 02115 [**]
CLS 3010 036553001 [**] Boston MA 02110 [**]
CLS 3010 036666001 [**] Boston MA 02116 [**]
CLS 3010 036678001 [**] Boston MA 02116 [**]
HIS 7010 711900001 [**] Boston MA 02116 [**]
HIS 7010 712310001 [**] Boston MA 01235 [**]
HIS 7010 712330001 [**] Boston MA 2135 [**]
HIS 7010 717210001 [**] Boston MA 02115 [**]
HIS 7010 717850001 [**] Boston MA 02108 [**]
HIS 7010 719660001 [**] Boston MA 02109 [**]
HIS 7010 721490001 [**] Boston MA 02117 [**]
HIS 7010 721790001 [**] Boston MA 02110 [**]
MAI / MFC 1050 013902001 [**] Boylston MA 01505 [**]
CLS 3010 005046004 [**] Braintree MA 02184 [**]
MAI / MFC 1050 016075003 [**] Braintree MA 02184 [**]
MAI / MFC 1050 016075004 [**] Braintree MA 02184 [**]
CLS 3010 034914001 [**] Braintree MA 02184 [**]
CLS 3010 037347001 [**] Brewster MA 02631 [**]
MAI / MFC 1050 016075008 [**] Brockton MA 02401 [**]
MAI / MFC 1050 016620503 [**] Brockton MA 02402 [**]
CLS 3010 034530001 [**] Brookline MA 02146 [**]
MAI / MFC 1050 016075002 [**] Burlington MA 01803 [**]
CLS 3010 014357001 [**] Cambridge MA 02142 [**]
CLS 3010 015420001 [**] Cambridge MA 02142 [**]
CLS 3010 035042001 [**] Cape Cod MA 02633 [**]
CLS 3010 034572001 [**] Chatham MA 02633 [**]
MAI / MFC 1050 033527001 [**] Chelsea MA 02150 [**]
CLS 3010 036676001 [**] Cummington MA 01026 [**]
HIS 7010 712300001 [**] Danvers MA 1923 [**]
HIS 7010 761078001 [**] Danvers MA 00000 [**]
MAI / MFC 1050 016075015 [**] East Bridgewater MA 02333 [**]
HIS 7010 714330001 [**] Edgartown MA 02538 [**]
HIS 7010 716500001 [**] Edgartown MA 02538 [**]
MAI / MFC 1050 016620507 [**] Fall River MA 02721 [**]
MAI / MFC 4010 036172001 [**] Fall River MA 02724 [**]
CLS 3010 036921002 [**] Falmouth MA 02540 [**]
HIS 7010 761249001 [**] Farmingham MA 00000 [**]
MAI / MFC 1050 033576001 [**] Foxboro MA 02035 [**]
MAI / MFC 1050 016620505 [**] Framingham MA 01701 [**]
MAI / MFC 4010 032249005 [**] Gardner MA 01440 [**]
MAI / MFC 1050 016620508 [**] HANOVER MA 02239 [**]
CLS 3010 035063001 [**] Harwich Port MA 02646 [**]
MAI / MFC 1050 016060001 [**] Holliston MA 01746 [**]
CLS 3010 005046003 [**] Hyannis MA 02601 [**]
CLS 3010 008937001 [**] Hyannis MA 02601 [**]
CLS 3010 019586001 [**] Hyannis MA 02601 [**]
CLS 3010 033153001 [**] Hyannis MA 02601 [**]
HIS 7010 721030001 [**] Hyannis MA 02601 [**]
CLS 3010 032580001 [**] Lenox MA 01240 [**]
CLS 3010 034560001 [**] Lenox MA 01240 [**]
CLS 3010 036685001 [**] Marlboro MA 01752 [**]
HIS 7010 714370001 [**] Marlboro MA 1752 [**]
MAI / MFC 1050 013902003 [**] Medford MA 02155 [**]
CLS 3010 036559001 [**] Melrose MA 02176 [**]
CLS 3010 034931002 [**] Milford MA 01757 [**]
MAI / MFC 1050 016075007 [**] N. Attleboro MA 02760 [**]
MAI / MFC 1050 016075022 [**] N. Reading MA 01864 [**]
HIS 7010 714340001 [**] Nantucket MA 02554 [**]
HIS 7010 721780001 [**] Nantucket MA 02554 [**]
HIS 7010 719840001 [**] Newton MA 02158 [**]
CLS 3010 003781011 [**] Newton Upper Falls MA 02164 [**]
CLS 3010 034907001 [**] NORTH FALMOUTH MA 02556 [**]
MAI / MFC 1050 016075016 [**] Norwell MA 02061 [**]
MAI / MFC 1050 016075024 [**] Norwell MA 02061 [**]
MAI / MFC 1050 016075011 [**] Norwood MA 02062 [**]
HIS 7010 710780001 [**] Norwood MA 02062 [**]
MAI / MFC 1050 016075019 [**] Plymouth MA 02360 [**]
MAI / MFC 1050 016075020 [**] Plymouth MA 02360 [**]
CLS 3010 035122001 [**] Plymouth MA 02360 [**]
MAI / MFC 1050 016075010 [**] Quincy MA 02169 [**]
MAI / MFC 4010 032553001 [**] Randolph MA 02368 [**]
MAI / MFC 1050 016075001 [**] Rockland MA 02370 [**]
MAI / MFC 1050 016620501 [**] ROCKLAND MA 02370 [**]
CLS 3010 036952001 [**] S. Yarmouth MA 02664 [**]
CLS 3010 036952002 [**] S. Yarmouth MA 02664 [**]
CLS 3010 036952003 [**] S. Yarmouth MA 02664 [**]
HIS 7010 712320001 [**] Saugus MA 1906 [**]
HIS 7010 716430001 [**] Seekonk MA 02771 [**]
CLS 3010 005009001 [**] South Yarmouth MA 02664 [**]
CLS 3010 005009002 [**] South Yarmouth MA 02664 [**]
CLS 3010 005009003 [**] South Yarmouth MA 02664 [**]
CLS 3010 034882001 [**] STOCKBRIDGE MA 01262 [**]
HIS 7010 721070001 [**] Sturbridge MA 01566 [**]
MAI / MFC 1050 016075006 [**] Sudbury MA 02370 [**]
MAI / MFC 1050 016075018 [**] Taunton MA 02780 [**]
CLS 3010 021216001 [**] Taunton MA 02780 [**]
MAI / MFC 1050 016075017 [**] W. Bridgewater MA 02379 [**]
Appendix F-1-32
<PAGE> 64
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 019586002 [**] W. Yarmouth MA 02673 [**]
CLS 3010 031996001 [**] Waltham MA 02154 [**]
CLS 3010 032407001 [**] Waltham MA 02154 [**]
HIS 7010 721560001 [**] Waltham MA 02154 [**]
MAI / MFC 1050 016075005 [**] Watertown MA 02172 [**]
MAI / MFC 1050 018391001 [**] West Boylston MA 01583 [**]
CLS 3010 034952001 [**] West Springfield MA 01090 [**]
CLS 3010 017886001 [**] Westborough MA 01581 [**]
CLS 3010 017886002 [**] Westborough MA 01581 [**]
MAI / MFC 1050 035984001 [**] Westfield MA 01085 [**]
CLS 3010 017941001 [**] Westford MA 01886 [**]
MAI / MFC 1010 000851004 [**] Woburn MA 01801 [**]
MAI / MFC 1010 000851005 [**] Woburn MA 01801 [**]
MAI / MFC 1010 025148001 [**] Woburn MA 01801 [**]
MAI / MFC 4010 032203003 [**] Woburn MA 01801 [**]
MAI / MFC 1050 033868001 [**] Woburn MA 01801 [**]
CLS 3010 034711001 [**] Woburn MA 01801 [**]
MAI / MFC 1050 015760005 [**] Worcester MA 01610 [**]
MAI / MFC 1050 018391502 [**] Worcester MA 01600 [**]
CLS 3010 035264001 [**] Winnipeg MB 00000 [**]
HIS 7010 713990001 [**] Winnipeg MB 00000 [**]
HIS 7010 714650999 [**] Winnipeg MB 00000 [**]
MAI / MFC 1010 020716006 [**] Annapolis MD 21401 [**]
HIS 7010 716800001 [**] Annapolis MD 21401 [**]
MAI / MFC 1020 001535001 [**] Baltimore MD 21230 [**]
MAI / MFC 1020 001928001 [**] Baltimore MD 21226 [**]
MAI / MFC 1010 009946001 [**] Baltimore MD 21223 [**]
MAI / MFC 1010 017183502 [**] Baltimore MD 21201 [**]
MAI / MFC 1010 030415001 [**] Baltimore MD 21221 [**]
MAI / MFC 1010 033032001 [**] Baltimore MD 21230 [**]
MAI / MFC 1010 033032006 [**] Baltimore MD 21230 [**]
MAI / MFC 1010 033032005 [**] Baltimore MD 21230 [**]
CLS 3010 034605001 [**] Baltimore MD 21210 [**]
CLS 3010 034712001 [**] BALTIMORE MD 21218 [**]
CLS 3010 034847001 [**] BALTIMORE MD 21224 [**]
HIS 7010 712710001 [**] Baltimore MD 20201 [**]
HIS 7010 714310001 [**] Baltimore MD 21201 [**]
HIS 7010 717780001 [**] Baltimore MD 21201 [**]
HIS 7010 720790001 [**] Baltimore MD 21202 [**]
MAI / MFC 1010 008605001 [**] Belcamp MD 21017 [**]
MAI / MFC 1010 020716011 [**] Beltsville MD 20705 [**]
HIS 7010 714860001 [**] Beltsville MD 20705 [**]
MAI / MFC 1010 012407002 [**] Bethesda MD 20814 [**]
MAI / MFC 4010 032203006 [**] Brandywine MD 20613 [**]
HIS 7010 712380001 [**] Camp Springs MD 20746 [**]
MAI / MFC 1010 032987001 [**] Cheverly MD 20785 [**]
MAI / MFC 1010 034097001 [**] Cheverly MD 20785 [**]
CLS 3010 035187001 [**] Chevy Chase MD 20815 [**]
CLS 3010 034588001 [**] Clinton MD 20735 [**]
MAI / MFC 1010 003332560 [**] Columbia MD 21044 [**]
HIS 7010 711910001 [**] Columbia MD 21044 [**]
MAI / MFC 1010 037498001 [**] Gaithersburg MD 20877 [**]
MAI / MFC 1010 020716002 [**] Glen Burnie MD 21061 [**]
MAI / MFC 1010 024033501 [**] Hanover MD 21076 [**]
HIS 7010 712260001 [**] Hanover MD 21076 [**]
MAI / MFC 1010 000851502 [**] Hunt Valley MD 21030 [**]
MAI / MFC 4010 019338003 [**] Hurlock MD 21643 [**]
MAI / MFC 1010 014752001 [**] Hyattsville MD 20781 [**]
MAI / MFC 1010 017183504 [**] Jessup MD 20794 [**]
MAI / MFC 1010 033733001 [**] Landover MD 20705 [**]
MAI / MFC 1020 020716001 [**] Laurel MD 20707 [**]
MAI / MFC 1010 020716010 [**] Lavelle MD 21502 [**]
CLS 3010 034820001 [**] Lexington Park MD 20653 [**]
CLS 3010 031740001 [**] Linthicum MD 21090 [**]
MAI / MFC 1010 020716003 [**] Lutherville MD 21093 [**]
CLS 3010 034629001 [**] Ocean City MD 21842 [**]
HIS 7010 715820999 [**] Ocean City MD 21842 [**]
HIS 7010 719720001 [**] Ocean City MD 21842 [**]
MAI / MFC 4010 030601004 [**] Owings Mills MD 21117 [**]
CLS 3010 013740001 [**] Oxon Hill MD 20745 [**]
MAI / MFC 1010 020716012 [**] Roanoke MD 24012 [**]
MAI / MFC 1010 012407501 [**] Rockville MD 20852 [**]
MAI / MFC 1020 018535001 [**] Rockville MD 20852 [**]
MAI / MFC 1010 020716005 [**] Rockville MD 20852 [**]
MAI / MFC 1010 020716013 [**] Salisbury MD 21801 [**]
MAI / MFC 1010 025172001 [**] Silver Spring MD 20910 [**]
CLS 3010 034853001 [**] Silver Spring MD 20910 [**]
CLS 3010 036528001 [**] Towson MD 21204 [**]
MAI / MFC 1020 009510001 [**] Westminster MD 21157 [**]
MAI / MFC 4010 032550001 [**] Williamsport MD 21795 [**]
HIS 7010 713480001 [**] Williamsport MD 21795 [**]
HIS 7010 718210001 [**] Brunswick ME 04011 [**]
HIS 7010 711860001 [**] Ogunquit ME 03907 [**]
CLS 3010 034963001 [**] Portland ME 04101 [**]
HIS 7010 719330001 [**] Rockport ME 04856 [**]
MAI / MFC 1050 013902002 [**] Westbrook ME 04095 [**]
HIS 7010 714180001 [**] Acme MI 49610 [**]
CLS 3010 025074001 [**] Ann Arbor MI 48109 [**]
CLS 3010 034613001 [**] Ann Arbor MI 48108 [**]
CLS 3010 034874001 [**] Ann Arbor MI 48108 [**]
CLS 3010 035002001 [**] ANN ARBOR MI 48109 [**]
CLS 3010 035041001 [**] Ann Arbor MI 48103 [**]
MAI / MFC 4010 002542001 [**] Au Gres MI 48703 [**]
MAI / MFC 4010 034428001 [**] Auburn Hills MI 48321 [**]
MAI / MFC 4010 034428003 [**] Auburn Hills MI 48321 [**]
HIS 7010 720700001 [**] Battle Creek MI 49017 [**]
HIS 7010 719470001 [**] Bellaire MI 49615 [**]
HIS 7010 719510001 [**] Bellaire MI 49615 [**]
CLS 3010 032730002 [**] Big Rapids MI 49307 [**]
HIS 7010 711200001 [**] Boyne Falls MI 49713 [**]
MAI / MFC 4010 005851004 [**] Canton MI 48187 [**]
MAI / MFC 4010 005851003 [**] Centerline MI 48015 [**]
MAI / MFC 4010 005415001 [**] Deckerville MI 48427 [**]
MAI / MFC 1010 020323001 [**] Deckerville MI 48427 [**]
HIS 7010 713190999 [**] Detroit MI 48423 [**]
HIS 7010 714520001 [**] Detroit MI 48226 [**]
Appendix F-1-33
<PAGE> 65
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 717730001 [**] Detroit MI 48226 [**]
HIS 7010 718780001 [**] Detroit MI 48226 [**]
HIS 7010 718130001 [**] East Lansing MI 48823 [**]
MAI / MFC 4010 034428002 [**] East Tawas MI 48730 [**]
HIS 7010 718900001 [**] Flint MI 48502 [**]
MAI / MFC 1080 036688244 [**] GAYLORD MI 49735 [**]
MAI / MFC 4010 032203008 [**] Grand Ledge MI 78837 [**]
MAI / MFC 1010 001732001 [**] Grand Rapids MI 49503 [**]
MAI / MFC 1010 011985001 [**] Grand Rapids MI 49509 [**]
MAI / MFC 1010 012215002 [**] Grand Rapids MI 49507 [**]
HIS 7010 710420001 [**] Grand Rapids MI 49503 [**]
HIS 7010 712630001 [**] Grand Rapids MI 49503 [**]
HIS 7010 711190001 [**] Harbor Springs MI 49740 [**]
MAI / MFC 4010 005109004 [**] Holland MI 49424 [**]
MAI / MFC 1010 005109003 [**] Holland MI 49423 [**]
MAI / MFC 1010 014144004 [**] Kalamazoo MI 46283 [**]
MAI / MFC 4010 031864001 [**] La Peer MI 48446 [**]
MAI / MFC 4010 008346001 [**] Lapeer MI 48446 [**]
MAI / MFC 4010 006945001 [**] Livonia MI 48150 [**]
MAI / MFC 1010 008326010 [**] Livonia MI 48150 [**]
MAI / MFC 1010 008326502 [**] Livonia MI 48154 [**]
MAI / MFC 1010 008326503 [**] Livonia MI 48150 [**]
MAI / MFC 1010 020307003 [**] Livonia MI 48151 [**]
MAI / MFC 1010 035959001 [**] Livonia MI 48150 [**]
MAI / MFC 1010 035959003 [**] Livonia MI 48150 [**]
MAI / MFC 1010 036461001 [**] Madison Heights MI 48071 [**]
MAI / MFC 4010 005716505 [**] Madison Hts. MI 48071 [**]
MAI / MFC 4010 010914003 [**] Melvindale MI 48122 [**]
CLS 3010 033656001 [**] Midland MI 48642 [**]
CLS 3010 036524001 [**] Midland MI 48640 [**]
HIS 7010 714980001 [**] Midland MI 48640 [**]
GSI 9010 036869001 [**] Mt. Pleasant MI 48858 [**]
MAI / MFC 4010 002186001 [**] Northville MI 48167 [**]
MAI / MFC 4010 002186002 [**] Northville MI 48167 [**]
MAI / MFC 4010 005109001 [**] Novi MI 48376 [**]
CLS 3010 034527001 [**] Novi MI 48375 [**]
HIS 7010 719680001 [**] Novi MI 48377 [**]
HIS 7010 713150001 [**] Petoskey MI 49770 [**]
MAI / MFC 4010 005851001 [**] Plymouth MI 48170 [**]
MAI / MFC 4010 021330001 [**] Plymouth MI 48170 [**]
MAI / MFC 4010 033288001 [**] Plymouth MI 48170 [**]
CLS 3010 034986001 [**] Port Huron MI 48060 [**]
MAI / MFC 1010 008326008 [**] Rochester HIlls MI 48309 [**]
MAI / MFC 1010 008345001 [**] Rochester Hills MI 48309 [**]
CLS 3010 034852001 [**] Rochester Hills MI 48309 [**]
CLS 3010 032725001 [**] Romulus MI 48174 [**]
HIS 7010 711840001 [**] Romulus MI 48174 [**]
HIS 7010 719980001 [**] Romulus MI 48174 [**]
HIS 7010 711070999 [**] Roseville MI 48066 [**]
HIS 7010 713230001 [**] Roseville MI 48066 [**]
MAI / MFC 4010 010914001 [**] Saginaw MI 48601 [**]
HIS 7010 716510001 [**] Sault Ste. Marie MI 49783 [**]
MAI / MFC 4010 008344001 [**] Southfield MI 48075 [**]
MAI / MFC 4010 034345001 [**] Southfield MI 48075 [**]
CLS 3010 034645001 [**] Southfield MI 48034 [**]
CLS 3010 034948001 [**] SOUTHFIELD MI 48075 [**]
CLS 3010 034841001 [**] SOUTHGATE MI 48195 [**]
CLS 3010 034972001 [**] St. Clair MI 48079 [**]
CLS 3010 036622001 [**] Sterling Heights MI 48315 [**]
MAI / MFC 4010 031370001 [**] Taylor MI 48180 [**]
CLS 3010 034659001 [**] Traverse City MI 49684 [**]
CLS 3010 019045001 [**] Troy MI 48098 [**]
MAI / MFC 4010 005415004 [**] Ulby MI 48475 [**]
MAI / MFC 4010 005716001 [**] Utica MI 48315 [**]
MAI / MFC 4010 005716504 [**] Utica MI 48315 [**]
MAI / MFC 4010 017417001 [**] VASSAR MI 48768 [**]
MAI / MFC 4010 005851002 [**] Warren MI 48089 [**]
MAI / MFC 4010 018868001 [**] Warren MI 48089 [**]
MAI / MFC 4010 018868003 [**] Warren MI 48090 [**]
MAI / MFC 1010 036461002 [**] Warren MI 48089 [**]
MAI / MFC 1010 037359001 [**] Wayne MI 48184 [**]
MAI / MFC 1010 032250002 [**] Wixom MI 48393 [**]
MAI / MFC 1010 032291001 [**] Ypsilanti MI 48189 [**]
HIS 7010 722150999 [**] Anamia MN 56359 [**]
MAI / MFC 1020 005325001 [**] Bloomington MN 55438 [**]
CLS 3010 033084001 [**] Bloomington MN 55425 [**]
CLS 3010 034701001 [**] Bloomington MN 55425 [**]
HIS 7010 715480001 [**] Bloomington MN 55435 [**]
HIS 7010 716960001 [**] Bloomington MN 55425 [**]
HIS 7010 721100001 [**] Bloomington MN 55425 [**]
MAI / MFC 1020 014765005 [**] Brooklyn Center MN 55430 [**]
HIS 7010 717520001 [**] Brooklyn Park MN 55428 [**]
MAI / MFC 1020 011198001 [**] Burnsville MN 55337 [**]
CLS 3010 037111001 [**] Burnsville MN 55337 [**]
CLS 3010 036565001 [**] Chaska MN 55318 [**]
HIS 7010 715650001 [**] Chaska MN 55318 [**]
MAI / MFC 1020 003259003 [**] Crystal MN 55426 [**]
HIS 7010 712520001 [**] Duluth MN 55811 [**]
HIS 7010 713970001 [**] Duluth MN 55802 [**]
MAI / MFC 1010 036985001 [**] Edina MN 55435 [**]
MAI / MFC 1010 020783001 [**] Egan MN 55121 [**]
MAI / MFC 1020 021396001 [**] Faribault MN 55021 [**]
MAI / MFC 1030 013243001 [**] Hastings MN 55033 [**]
MAI / MFC 1030 016661001 [**] Hastings MN 55033 [**]
MAI / MFC 1020 003259002 [**] Maplewood MN 55109 [**]
HIS 7010 715050001 [**] Minneaplois MN 55408 [**]
MAI / MFC 1010 003259001 [**] Minneapolis MN 55411 [**]
MAI / MFC 4010 009007004 [**] Minneapolis MN 55443 [**]
MAI / MFC 1010 014765001 [**] Minneapolis MN 55403 [**]
MAI / MFC 1020 032652001 [**] Minneapolis MN 55428 [**]
MAI / MFC 1020 032694001 [**] Minneapolis MN 55413 [**]
HIS 7010 710010001 [**] Minneapolis MN 55407 [**]
HIS 7010 710300001 [**] Minneapolis MN 55448 [**]
HIS 7010 714690001 [**] Minneapolis MN 55402 [**]
HIS 7010 715070001 [**] Minneapolis MN 55403 [**]
HIS 7010 718860001 [**] Minneapolis MN 55414 [**]
Appendix F-1-34
<PAGE> 66
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 721730001 [**] Minneapolis MN 55401 [**]
HIS 7010 721880001 [**] Minneapolis MN 55441 [**]
HIS 7010 716940001 [**] Moorhead MN 56560 [**]
GSI 9010 036906001 [**] Morton MN 56270 [**]
CLS 3010 036960001 [**] Morton MN 56270 [**]
MAI / MFC 1010 032418001 [**] New Hope MN 55428 [**]
MAI / MFC 1020 000713003 [**] Plymouth MN 55445 [**]
HIS 7010 718740001 [**] Plymouth MN 55441 [**]
GSI 9010 036904001 [**] Prior Lake MN 55372 [**]
CLS 3010 036961001 [**] Redwood Falls MN 56283 [**]
HIS 7010 718750001 [**] Rochester MN 55904 [**]
CLS 3010 034592001 [**] Roseville MN 55113 [**]
HIS 7010 711540001 [**] Shakopee MN 55379 [**]
CLS 3010 036836001 [**] St. Cloud MN 56302 [**]
MAI / MFC 1020 000713001 [**] St. Paul MN 55107 [**]
MAI / MFC 1010 001981002 [**] St. Paul MN 55121 [**]
MAI / MFC 4010 030828001 [**] St. Paul MN 55114 [**]
MAI / MFC 4010 032203007 [**] St. Paul MN 55108 [**]
MAI / MFC 4010 035396001 [**] St. Paul MN 55103 [**]
HIS 7010 720540001 [**] St. Paul MN 55102 [**]
MAI / MFC 1020 031564003 [**] Arnold MO 63010 [**]
MAI / MFC 1010 031783001 [**] Blue Springs MO 64015 [**]
MAI / MFC 9999 037338004 [**] Blue Springs MO 64014 [**]
MAI / MFC 1010 032458001 [**] Bridgeton MO 63044 [**]
MAI / MFC 4010 034343001 [**] Cape Girardeau MO 63701 [**]
MAI / MFC 1030 016261001 [**] Clayton MO 63105 [**]
CLS 3010 034611001 [**] Clayton MO 63105 [**]
CLS 3010 034863001 [**] Clayton MO 63105 [**]
MAI / MFC 1010 007887011 [**] Columbia MO 65202 [**]
MAI / MFC 4010 020732506 [**] Earth City MO 63045 [**]
MAI / MFC 1010 031781001 [**] Independance MO 64055 [**]
MAI / MFC 9999 037338017 [**] INDEPENDANCE MO 64055 [**]
MAI / MFC 9999 037338008 [**] INDEPENDENCE MO 64050 [**]
MAI / MFC 9999 037338009 [**] INDEPENDENCE MO 64050 [**]
HIS 7010 720050001 [**] Independence MO 64055 [**]
CLS 3010 034562001 [**] Jefferson City MO 65101 [**]
MAI / MFC 1010 000627001 [**] Kansas City MO 64120 [**]
MAI / MFC 1010 001594001 [**] Kansas City MO 64141 [**]
MAI / MFC 1010 001595001 [**] Kansas City MO 64108 [**]
MAI / MFC 1050 002248001 [**] Kansas City MO 64131 [**]
MAI / MFC 1010 002248002 [**] Kansas City MO 64111 [**]
MAI / MFC 1050 002248003 [**] Kansas City MO 64131 [**]
MAI / MFC 1010 004802001 [**] Kansas City MO 64108 [**]
MAI / MFC 4010 009007003 [**] Kansas City MO 64124 [**]
MAI / MFC 1010 014452001 [**] Kansas City MO 64124 [**]
MAI / MFC 1010 031771001 [**] Kansas City MO 64114 [**]
MAI / MFC 1010 031772001 [**] Kansas City MO 64113 [**]
MAI / MFC 1010 031774001 [**] Kansas City MO 64114 [**]
MAI / MFC 1010 031775001 [**] Kansas City MO 64111 [**]
MAI / MFC 1010 031776001 [**] Kansas City MO 64111 [**]
MAI / MFC 1010 031780001 [**] Kansas City MO 64119 [**]
MAI / MFC 1010 031782001 [**] Kansas City MO 64055 [**]
MAI / MFC 1010 031784001 [**] Kansas City MO 64109 [**]
MAI / MFC 4010 032203016 [**] Kansas City MO 64120 [**]
MAI / MFC 1010 033813011 [**] Kansas City MO 66106 [**]
CLS 3010 034514001 [**] Kansas City MO 64105 [**]
MAI / MFC 9999 037338010 [**] KANSAS CITY MO 64124 [**]
HIS 7010 710110001 [**] Kansas City MO 64133 [**]
HIS 7010 710230001 [**] Kansas City MO 64105 [**]
HIS 7010 719030001 [**] Kansas City MO 64138 [**]
HIS 7010 721500001 [**] Kansas City MO 64108 [**]
HIS 7010 712760001 [**] Kirksville MO 63501 [**]
CLS 3010 009535001 [**] Lake Ozark MO 65049 [**]
HIS 7010 716790001 [**] Lake Ozark MO 65049 [**]
MAI / MFC 1050 002248004 [**] Lees Summitt MO 64063 [**]
MAI / MFC 9999 037338001 [**] Lees Summitt MO 64063 [**]
HIS 7010 717220001 [**] Maryland Height MO 63043 [**]
MAI / MFC 1010 019235003 [**] Moberly MO 65270 [**]
MAI / MFC 1010 009750001 [**] N. Kansas City MO 64116 [**]
MAI / MFC 1020 032694002 [**] N. Kansas City MO 64116 [**]
MAI / MFC 9999 037338011 [**] NEOSHO MO 64850 [**]
MAI / MFC 1020 002904001 [**] Overland MO 63114 [**]
MAI / MFC 1010 031769001 [**] Raytown MO 64133 [**]
MAI / MFC 9999 037338019 [**] ROLLA MO 65401 [**]
MAI / MFC 9999 037338020 [**] SALEM MO 65560 [**]
MAI / MFC 9999 037338012 [**] SPRINGFIELD MO 65802 [**]
MAI / MFC 9999 037338013 [**] SPRINGFIELD MO 65802 [**]
MAI / MFC 9999 037338014 [**] SPRINGFIELD MO 65802 [**]
MAI / MFC 9999 037338018 [**] SPRINGFIELD MO 65807 [**]
MAI / MFC 1010 007852001 [**] St. Charles MO 63301 [**]
MAI / MFC 1010 001595502 [**] St. Joseph MO 64501 [**]
GSI 9010 036723001 [**] St. Joseph MO 64501 [**]
CLS 3010 002326002 [**] St. Louis MO 63127 [**]
CLS 3010 002326501 [**] St. Louis MO 63127 [**]
MAI / MFC 1010 009749003 [**] St. Louis MO 63115 [**]
MAI / MFC 1010 009749002 [**] St. Louis MO 63115 [**]
MAI / MFC 1020 031539001 [**] St. Louis MO 63110 [**]
MAI / MFC 1010 031539002 [**] St. Louis MO 63110 [**]
MAI / MFC 1010 031564001 [**] St. Louis MO 63128 [**]
MAI / MFC 1010 032267001 [**] St. Louis MO 63144 [**]
MAI / MFC 1020 034420001 [**] St. Louis MO 63144 [**]
MAI / MFC 1010 036507001 [**] St. Louis MO 63136 [**]
CLS 3010 036675001 [**] St. Louis MO 63102 [**]
HIS 7010 710070001 [**] St. Louis MO 63141 [**]
HIS 7010 710080001 [**] St. Louis MO 63102 [**]
HIS 7010 713830001 [**] St. Louis MO 63102 [**]
HIS 7010 715320001 [**] St. Louis MO 63101 [**]
HIS 7010 715620001 [**] St. Louis MO 63103 [**]
HIS 7010 716540001 [**] St. Louis MO 63118 [**]
HIS 7010 720720001 [**] St. Louis MO 63134 [**]
MAI / MFC 9999 037338003 [**] Sugar Creek MO 64053 [**]
MAI / MFC 9999 037338023 [**] Sullivan MO 63080 [**]
HIS 7010 713320001 [**] Sunset Hills MO 63127 [**]
MAI / MFC 9999 037338022 [**] Union MO 63060 [**]
MAI / MFC 9999 037338021 [**] Washington MO 63090 [**]
MAI / MFC 1010 000851006 [**] Wentzville MO 63385 [**]
Appendix F-1-35
<PAGE> 67
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
GSI 9010 037291001 [**] Biloxi MS 39530 [**]
HIS 7010 722190999 [**] Biloxi MS 39530 [**]
HIS 7010 712290001 [**] Booneville MS 38829 [**]
MAI / MFC 1010 031627001 [**] Gulfport MS 39501 [**]
HIS 7010 720010001 [**] Gulfport MS 39503 [**]
HIS 7010 722180999 [**] Gulfport MS 39501 [**]
MAI / MFC 1010 031727003 [**] Holly Springs MS 38635 [**]
CLS 3010 036518001 [**] Jackson MS 39213 [**]
HIS 7010 720060001 [**] Jackson MS 39157 [**]
MAI / MFC 1010 031153003 [**] Olive Branch MS 38654 [**]
MAI / MFC 1010 014144025 [**] Pearl MS 39208 [**]
HIS 7010 720280001 [**] Philadelphia MS 39350 [**]
MAI / MFC 4010 011492007 [**] Randolph MS 02368 [**]
CLS 3010 036612002 [**] Robinsonville MS 38664 [**]
HIS 7010 711180001 [**] Robinsonville MS 38664 [**]
HIS 7010 715090001 [**] Robinsonville MS 38664 [**]
HIS 7010 722010999 [**] Robinsonville MS 38664 [**]
HIS 7010 722200999 [**] Robinsonville MS 38664 [**]
HIS 7010 722010001 [**] Robinsville MS 38664 [**]
MAI / MFC 4010 031717001 [**] Tupelo MS 38802 [**]
HIS 7010 711030001 [**] Big Sky MT 59716 [**]
HIS 7010 719200001 [**] East Glacier Park MT 59434 [**]
CLS 3010 036769008 [**] Gardiner MT 59030 [**]
CLS 3010 036769020 [**] Gardiner MT 59030 [**]
CLS 3010 036769021 [**] Gardiner MT 59030 [**]
CLS 3010 036769022 [**] Gardiner MT 59030 [**]
CLS 3010 036769023 [**] Gardiner MT 59030 [**]
CLS 3010 036769024 [**] Gardiner MT 59030 [**]
CLS 3010 036769025 [**] Gardiner MT 59030 [**]
CLS 3010 036769026 [**] Gardiner MT 59030 [**]
CLS 3010 036769027 [**] Gardiner MT 59030 [**]
CLS 3010 036769028 [**] Gardiner MT 59030 [**]
CLS 3010 036769029 [**] Gardiner MT 59030 [**]
CLS 3010 036769030 [**] Gardiner MT 59030 [**]
CLS 3010 036769031 [**] Gardiner MT 59030 [**]
CLS 3010 036769032 [**] Gardiner MT 59030 [**]
CLS 3010 036769033 [**] Gardiner MT 59030 [**]
CLS 3010 036769034 [**] Gardiner MT 59030 [**]
CLS 3010 036769035 [**] Gardiner MT 59030 [**]
CLS 3010 036769036 [**] Gardiner MT 59030 [**]
CLS 3010 036769037 [**] Gardiner MT 59030 [**]
CLS 3010 036769038 [**] Gardiner MT 59030 [**]
CLS 3010 036769039 [**] Gardiner MT 59030 [**]
CLS 3010 036769040 [**] Gardiner MT 59030 [**]
CLS 3010 036769041 [**] Gardiner MT 59030 [**]
CLS 3010 036533003 [**] Kalispell MT 59901 [**]
HIS 7010 718000001 [**] Kalispell MT 59901 [**]
CLS 3010 035067001 [**] Lewistown MT 59457 [**]
CLS 3010 034971001 [**] WEST YELLOWSTONE MT 59758 [**]
HIS 7010 702700999 [**] Saint John NB 00000 [**]
MAI / MFC 1010 009950004 [**] Advance NC 27706 [**]
HIS 7010 719900001 [**] Arden NC 28704 [**]
CLS 3010 034850001 [**] ASHEVILLE NC 28801 [**]
CLS 3010 034911001 [**] Atlantic Beach NC 28512 [**]
CLS 3010 001207001 [**] Bermuda Run NC 27006 [**]
CLS 3010 036522001 [**] Bermuda Run NC 27006 [**]
CLS 3010 016792001 [**] Charlotte NC 28210 [**]
CLS 3010 019904001 [**] Charlotte NC 28213 [**]
MAI / MFC 4010 032249004 [**] Charlotte NC 28217 [**]
CLS 3010 034700001 [**] CHARLOTTE NC 28214 [**]
CLS 3010 035366001 [**] Charlotte NC 28207 [**]
HIS 7010 710030001 [**] Charlotte NC 28204 [**]
HIS 7010 711970001 [**] Charlotte NC 28216 [**]
HIS 7010 712150001 [**] Charlotte NC 28210 [**]
HIS 7010 712190001 [**] Charlotte NC 28210 [**]
HIS 7010 712200001 [**] Charlotte NC 28210 [**]
HIS 7010 712220001 [**] Charlotte NC 28210 [**]
HIS 7010 712810001 [**] Charlotte NC 28210 [**]
HIS 7010 712820001 [**] Charlotte NC 28210 [**]
HIS 7010 713010001 [**] Charlotte NC 28210 [**]
HIS 7010 713070001 [**] Charlotte NC 28210 [**]
HIS 7010 713080001 [**] Charlotte NC 28210 [**]
HIS 7010 713090001 [**] Charlotte NC 28210 [**]
HIS 7010 713220001 [**] Charlotte NC 28210 [**]
HIS 7010 713360001 [**] Charlotte NC 28213 [**]
HIS 7010 713500001 [**] Charlotte NC 28210 [**]
HIS 7010 717720001 [**] Charlotte NC 28202 [**]
MAI / MFC 1010 014144024 [**] China Grove NC 28023 [**]
CLS 3010 001129003 [**] Clemmons NC 27012 [**]
MAI / MFC 4010 034328001 [**] Conover NC 28613 [**]
MAI / MFC 4010 034329001 [**] Conover NC 28613 [**]
MAI / MFC 4010 034324001 [**] Cornelius NC 28031 [**]
CLS 3010 035032001 [**] Durham NC 27702 [**]
CLS 3010 037271001 [**] Durham NC 27705 [**]
HIS 7010 717740001 [**] Durham NC 27701 [**]
HIS 7010 722120001 [**] Durham NC 27708 [**]
MAI / MFC 1010 009949001 [**] Greensboro NC 27409 [**]
MAI / MFC 1020 019621003 [**] Greensboro NC 27405 [**]
MAI / MFC 1010 020716014 [**] Greensboro NC 27407 [**]
MAI / MFC 1020 020897003 [**] Greensboro NC 27405 [**]
HIS 7010 720000001 [**] Greensboro NC 27407 [**]
MAI / MFC 1010 010880504 [**] Greenville NC 27834 [**]
MAI / MFC 4010 034331001 [**] High Point NC 27264 [**]
HIS 7010 712860001 [**] Jacksonville NC 28540 [**]
HIS 7010 716620001 [**] Lake Junaluska NC 28745 [**]
MAI / MFC 1020 019621001 [**] Laurinburg NC 28352 [**]
MAI / MFC 1010 035930001 [**] Laurinburg NC 28352 [**]
MAI / MFC 4010 021887001 [**] Lexington NC 27293 [**]
MAI / MFC 4010 022884501 [**] Matthews NC 28105 [**]
HIS 7010 712980001 [**] New Bern NC 28560 [**]
HIS 7010 718330001 [**] Pinehurst NC 28374 [**]
MAI / MFC 1020 020897001 [**] Raleigh NC 27603 [**]
MAI / MFC 1030 020897002 [**] Raleigh NC 27627 [**]
MAI / MFC 1010 023757501 [**] Raleigh NC 27604 [**]
HIS 7010 715120001 [**] Raleigh NC 27604 [**]
HIS 7010 717260001 [**] Raleigh NC 27606 [**]
Appendix F-1-36
<PAGE> 68
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 719210001 [**] Ridgecrest NC 28770 [**]
MAI / MFC 1020 014060007 [**] Rural Hall NC 27045 [**]
MAI / MFC 1010 009950003 [**] Rural Hill NC 27045 [**]
MAI / MFC 1010 035710001 [**] Tar Hill NC 28392 [**]
MAI / MFC 1010 014144010 [**] Wilson NC 27893 [**]
HIS 7010 710160001 [**] Winston Salem NC 27102 [**]
HIS 7010 713490001 [**] Winston Salem NC 27114 [**]
MAI / MFC 1010 009950001 [**] Winston-Salem NC 27105 [**]
MAI / MFC 1020 015531001 [**] Winston-Salem NC 27107 [**]
HIS 7010 714500001 [**] Winston-Salem NC 27101 [**]
HIS 7010 713920001 [**] Bismarck ND 58501 [**]
HIS 7010 718840001 [**] Bismarck ND 58504 [**]
HIS 7010 713930001 [**] Fargo ND 58104 [**]
CLS 3010 034888001 [**] Grand Forks ND 58201 [**]
HIS 7010 712060001 [**] Lincoln NE 65808 [**]
CLS 3010 036769019 [**] Nebrask City NE 68410 [**]
MAI / MFC 4010 034338001 [**] Omaha NE 68117 [**]
HIS 7010 710900001 [**] Omaha NE 68114 [**]
HIS 7010 717760001 [**] Omaha NE 68154 [**]
HIS 7010 717030001 [**] S. Sioux City NE 68776 [**]
CLS 3010 034785001 [**] Bretton Woods NH 03575 [**]
HIS 7010 713170001 [**] Campton NH 03264 [**]
MAI / MFC 1050 016075014 [**] Dover NH 03820 [**]
CLS 3010 035006001 [**] DURHAM NH 03824 [**]
HIS 7010 717750001 [**] Hampton NH 03842 [**]
MAI / MFC 1050 016075023 [**] Hooksett NH 03106 [**]
CLS 3010 034630001 [**] Jackson NH 03846 [**]
CLS 3010 034772001 [**] LACONIA NH 03246 [**]
MAI / MFC 1010 022227007 [**] Lebanon NH 03766 [**]
MAI / MFC 1050 016075021 [**] Lee NH 03824 [**]
MAI / MFC 1050 016075013 [**] Manchester NH 03102 [**]
MAI / MFC 1020 030484001 [**] Milford NH 03055 [**]
MAI / MFC 1050 016075012 [**] Nashua NH 03060 [**]
MAI / MFC 1050 016620509 [**] Newington NH 03801 [**]
CLS 3010 035243001 [**] North Conway NH 03860 [**]
CLS 3010 036549001 [**] North Conway NH 03860 [**]
HIS 7010 713470001 [**] Plymouth NH 03264 [**]
HIS 7010 713890999 [**] Plymouth NH 03264 [**]
MAI / MFC 1050 016075009 [**] Stratham NH 03885 [**]
MAI / MFC 1050 013902501 [**] W. Lebanon NH 03766 [**]
CLS 3010 035033001 [**] Waterville Valley NH 03215 [**]
CLS 3010 008339001 [**] Absecon NJ 08201 [**]
HIS 7010 713040001 [**] Atlantic City NJ 08401 [**]
MAI / MFC 1010 004601505 [**] Basking Ridge NJ 07920 [**]
HIS 7010 717660001 [**] Basking Ridge NJ 07920 [**]
MAI / MFC 1010 002604002 [**] Brick NJ 08723 [**]
MAI / MFC 1010 011854503 [**] Bridgeton NJ 08302 [**]
MAI / MFC 1010 033813023 [**] Bridgeton NJ 08302 [**]
MAI / MFC 4010 031623001 [**] Buena NJ 08310 [**]
MAI / MFC 4010 031623002 [**] Buena NJ 08031 [**]
CLS 3010 034945001 [**] Cherry Hill NJ 08034 [**]
MAI / MFC 1010 007465001 [**] Clifton NJ 07014 [**]
MAI / MFC 1010 014437001 [**] Clifton NJ 07014 [**]
MAI / MFC 1010 016226001 [**] Clifton NJ 07015 [**]
MAI / MFC 1010 002168001 [**] Clinton NJ 08809 [**]
MAI / MFC 1010 004601501 [**] Cranbury NJ 08512 [**]
MAI / MFC 1010 032944005 [**] Dayton NJ 08810 [**]
MAI / MFC 1010 031057004 [**] E. Rutherford NJ 07073 [**]
MAI / MFC 1010 016683004 [**] East Millstone NJ 08873 [**]
MAI / MFC 1010 031057003 [**] East Rutherford NJ 07073 [**]
MAI / MFC 1010 032506001 [**] East Rutherford NJ 07073 [**]
MAI / MFC 1010 024737001 [**] East Rutherford NJ 07073 [**]
CLS 3010 036529001 [**] East Rutherford NJ 07073 [**]
HIS 7010 712530001 [**] East Rutherford NJ 07073 [**]
HIS 7010 712920001 [**] East Rutherford NJ 07073 [**]
CLS 3010 035630003 [**] Eatontown NJ 07724 [**]
MAI / MFC 1010 013574003 [**] Edison NJ 08817 [**]
MAI / MFC 1010 032944001 [**] Edison NJ 08817 [**]
MAI / MFC 1010 032944004 [**] Edison NJ 08818 [**]
MAI / MFC 1010 033813029 [**] Edison NJ 08837 [**]
MAI / MFC 1010 019722001 [**] Elizabeth NJ 07206 [**]
MAI / MFC 1010 032334001 [**] Elizabeth NJ 07206 [**]
HIS 7010 717470001 [**] Elizabeth NJ 07201 [**]
MAI / MFC 1010 004601001 [**] Englewood Cliffs NJ 07632 [**]
CLS 3010 034775001 [**] Fairfield NJ 07004 [**]
CLS 3010 008274003 [**] Fanwood NJ 07023 [**]
CLS 3010 036582001 [**] Fanwood NJ 07023 [**]
MAI / MFC 1010 011437001 [**] Farmingdale NJ 07727 [**]
MAI / MFC 1010 033813008 [**] Flemington NJ 08822 [**]
CLS 3010 030915001 [**] Florham Park NJ 07932 [**]
HIS 7010 759160999 [**] Fort Lee NJ 07024 [**]
MAI / MFC 1010 016683002 [**] Freehold NJ 07728 [**]
MAI / MFC 1010 016683006 [**] Freehold NJ 07728 [**]
MAI / MFC 1010 005604002 [**] Gibbstown NJ 08027 [**]
MAI / MFC 1020 036076001 [**] Gloucester City NJ 08030 [**]
CLS 3010 012497001 [**] Hackensack NJ 07601 [**]
MAI / MFC 1010 002604502 [**] Hazlet NJ 07730 [**]
MAI / MFC 1010 005426502 [**] HILLSIDE NJ 07205 [**]
MAI / MFC 1010 005980001 [**] Irvington NJ 07111 [**]
MAI / MFC 1010 017054001 [**] Kenilworth NJ 07033 [**]
MAI / MFC 1010 007619001 [**] Lakewood NJ 08701 [**]
MAI / MFC 1010 007619002 [**] Lakewood NJ 08701 [**]
MAI / MFC 1010 035442002 [**] Lakewood NJ 08701 [**]
MAI / MFC 1010 023170002 [**] Lodi NJ 07644 [**]
MAI / MFC 1010 030371001 [**] Maple Shade NJ 08052 [**]
MAI / MFC 1010 030371002 [**] Maple Shade NJ 08052 [**]
MAI / MFC 1010 035162001 [**] Maplewood NJ 07040 [**]
CLS 3010 036633001 [**] McAfee NJ 07428 [**]
MAI / MFC 1010 032643001 [**] Metechen NJ 08840 [**]
MAI / MFC 1010 000462002 [**] Moonachie NJ 07074 [**]
MAI / MFC 1010 011097004 [**] Moonachie NJ 07074 [**]
CLS 3010 011542001 [**] Morristown NJ 07960 [**]
CLS 3010 014207001 [**] Morristown NJ 07960 [**]
MAI / MFC 1010 025112006 [**] Morristown NJ 07961 [**]
MAI / MFC 1010 033813003 [**] Mountainside NJ 07092 [**]
MAI / MFC 1010 033813018 [**] Mountainside NJ 07092 [**]
Appendix F-1-37
<PAGE> 69
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 004474012 [**] Mt. Laurel NJ 08054 [**]
CLS 3010 034857001 [**] Mt. Laurel NJ 08054 [**]
CLS 3010 024230001 [**] New Providence NJ 07974 [**]
MAI / MFC 1010 002604001 [**] Newark NJ 07104 [**]
CLS 3010 021944001 [**] Newark NJ 07114 [**]
HIS 7010 715580001 [**] Newark NJ 07114 [**]
HIS 7010 722240001 [**] Newark NJ 07102 [**]
HIS 7010 713000001 [**] North Bergen NJ 07047 [**]
MAI / MFC 1010 032216002 [**] Ocean NJ 07712 [**]
MAI / MFC 1010 014769001 [**] Palisades Park NJ 07650 [**]
MAI / MFC 1010 001684002 [**] Paramus NJ 07652 [**]
HIS 7010 718850001 [**] Paramus NJ 07652 [**]
MAI / MFC 1010 004474001 [**] Park Ridge NJ 07656 [**]
MAI / MFC 1010 019235001 [**] Park Ridge NJ 07656 [**]
MAI / MFC 1010 032966002 [**] PARLIN NJ 08859 [**]
MAI / MFC 1010 004601004 [**] Parsippany NJ 07054 [**]
MAI / MFC 1020 018320001 [**] Parsippany NJ 07054 [**]
MAI / MFC 1010 030263001 [**] Parsippany NJ 07054 [**]
MAI / MFC 1010 022751001 [**] Pennsauken NJ 08110 [**]
MAI / MFC 1020 035871001 [**] Pennsauken NJ 08109 [**]
MAI / MFC 1010 012731001 [**] Pinebrook NJ 07058 [**]
CLS 3010 036597001 [**] Princeton NJ 08540 [**]
CLS 3010 036860001 [**] Princeton NJ 08541 [**]
CLS 3010 036861001 [**] Princeton NJ 08541 [**]
HIS 7010 713980001 [**] Princeton NJ 08540 [**]
HIS 7010 714380001 [**] Princeton NJ 08540 [**]
HIS 7010 717390001 [**] Princeton NJ 08542 [**]
HIS 7010 718020001 [**] Red Bank NJ 07701 [**]
MAI / MFC 1010 007081001 [**] Rochelle Park NJ 07662 [**]
MAI / MFC 1010 002604004 [**] Rockaway NJ 07866 [**]
MAI / MFC 4010 019338001 [**] Roseland NJ 07068 [**]
MAI / MFC 1010 031057001 [**] S. Hackensack NJ 07606 [**]
MAI / MFC 4010 022884001 [**] S. Hackensack NJ 07606 [**]
HIS 7010 715010001 [**] Saddlebrook NJ 07652 [**]
MAI / MFC 1010 002306001 [**] Secaucus NJ 07094 [**]
MAI / MFC 1010 033813022 [**] Secaucus NJ 07094 [**]
CLS 3010 034687001 [**] Secaucus NJ 07094 [**]
MAI / MFC 1010 035112001 [**] Secaucus NJ 07094 [**]
MAI / MFC 1010 035449001 [**] Secaucus NJ 07094 [**]
MAI / MFC 1080 036426002 [**] Short Hills NJ 07078 [**]
MAI / MFC 1010 031335001 [**] Somerset NJ 08873 [**]
MAI / MFC 1010 034407002 [**] Sommerset NJ 08873 [**]
MAI / MFC 4010 000462001 [**] South Hackensack NJ 07606 [**]
CLS 3010 034626001 [**] Spring Lake Heights NJ 07762 [**]
MAI / MFC 4010 015905001 [**] Springfield NJ 07081 [**]
CLS 3010 034978001 [**] Summit NJ 07901 [**]
MAI / MFC 1010 000490001 [**] Teterboro NJ 07608 [**]
MAI / MFC 1010 011097001 [**] Teterboro NJ 07608 [**]
MAI / MFC 1010 011097003 [**] Teterboro NJ 07608 [**]
MAI / MFC 1010 015062001 [**] Totowa NJ 07512 [**]
MAI / MFC 1010 002604003 [**] Trenton NJ 08620 [**]
MAI / MFC 1010 016683003 [**] Trenton NJ 08605 [**]
MAI / MFC 1010 021736001 [**] Trenton NJ 08620 [**]
CLS 3010 008274001 [**] Union NJ 07083 [**]
MAI / MFC 1010 017183519 [**] Union NJ 07083 [**]
MAI / MFC 1010 019235501 [**] UPPER SADDLE RIVER NJ 07458 [**]
HIS 7010 720240001 [**] Ventnor NJ 08406 [**]
MAI / MFC 1010 005637001 [**] Vineland NJ 08360 [**]
MAI / MFC 1010 017183013 [**] Vineland NJ 08360 [**]
MAI / MFC 4010 031623003 [**] Vineland NJ 08360 [**]
MAI / MFC 1010 011437502 [**] Wall Twp NJ 07719 [**]
CLS 3010 008274504 [**] Warren NJ 07060 [**]
CLS 3010 035630002 [**] West End NJ 07740 [**]
MAI / MFC 1010 016683001 [**] Westfield NJ 07091 [**]
MAI / MFC 1010 025112003 [**] Westfield NJ 07090 [**]
MAI / MFC 1010 025112004 [**] Westfield NJ 07091 [**]
MAI / MFC 1010 025113002 [**] Westfield NJ 07091 [**]
MAI / MFC 4010 021114004 [**] Westwood NJ 07675 [**]
MAI / MFC 1010 004061001 [**] Williams town NJ 08094 [**]
HIS 7010 712470001 [**] Wrightstown NJ 08562 [**]
HIS 7010 712660001 [**] Wrightstown NJ 08562 [**]
HIS 7010 713340001 [**] Wrightstown NJ 08562 [**]
HIS 7010 713510001 [**] Wrightstown NJ 08562 [**]
GSI 9010 037329002 [**] Acoma NM 87034 [**]
MAI / MFC 1010 011600001 [**] Albuquerque NM 87102 [**]
MAI / MFC 1010 011600002 [**] Albuquerque NM 87103 [**]
MAI / MFC 4010 015938502 [**] Albuquerque NM 87104 [**]
MAI / MFC 1010 016088001 [**] Albuquerque NM 87107 [**]
CLS 3010 034741001 [**] Albuquerque NM 87102 [**]
CLS 3010 036620001 [**] Albuquerque NM 97110 [**]
HIS 7010 710650001 [**] Albuquerque NM 87110 [**]
HIS 7010 712680001 [**] Albuquerque NM 87123 [**]
HIS 7010 713460001 [**] Albuquerque NM 87121 [**]
HIS 7010 713680001 [**] Albuquerque NM 87102 [**]
HIS 7010 722060001 [**] Albuquerque NM 87107 [**]
HIS 7010 722060999 [**] Albuquerque NM [**]
MAI / MFC 1020 004858001 [**] Gallup NM 87301 [**]
HIS 7010 714110001 [**] Glorieta NM 87535 [**]
HIS 7010 716320001 [**] Mescalero NM 88340 [**]
GSI 9010 037329001 [**] San Fidel NM 87049 [**]
CLS 3010 034466001 [**] Santa Fe NM 87501 [**]
CLS 3010 034708001 [**] Santa Fe NM 87501 [**]
CLS 3010 034752001 [**] SANTA FE NM 87501 [**]
CLS 3010 034827001 [**] Santa Fe NM 87501 [**]
CLS 3010 034973001 [**] SANTA FE NM 87501 [**]
CLS 3010 035228001 [**] Santa Fe NM 87501 [**]
CLS 3010 035229001 [**] Santa Fe NM 87501 [**]
HIS 7010 714730001 [**] Santa Fe NM 87501 [**]
HIS 7013 721830999 [**] Santa Fe NM 87501 [**]
MAI / MFC 4010 030309001 [**] Santa Teresa NM 88008 [**]
MAI / MFC 1030 012572001 [**] Sante Fe NM 87504 [**]
CLS 3010 037215001 [**] Taos NM 87501 [**]
HIS 7010 718490001 [**] NS 00000 [**]
CLS 3010 035239001 [**] Cape Breton NS 00000 [**]
CLS 3010 035339001 [**] Digby NS 00000 [**]
CLS 3010 035284002 [**] Halifax NS 00000 [**]
Appendix F-1-38
<PAGE> 70
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
GSI 9010 036881001 [**] Halifax NS 00000 [**]
GSI 9010 036964001 [**] Halifax NS 00000 [**]
GSI 9010 036965001 [**] Halifax NS 00000 [**]
HIS 7010 711390001 [**] Halifax NS 00000 [**]
HIS 7010 711790001 [**] Halifax NS 00000 [**]
HIS 7010 715360001 [**] Halifax NS 00000 [**]
CLS 3010 036621001 [**] Hubbards NS 00000 [**]
HIS 7010 717540001 [**] Stellarton NS 00000 [**]
GSI 9010 036916001 [**] Sydney NS 00000 [**]
HIS 7010 711410001 [**] Sydney NS 00000 [**]
GSI 9010 036908001 [**] NV 89501 [**]
CLS 3010 022228001 [**] Boulder City NV 89005 [**]
CLS 3010 022228502 [**] BOULDER CITY NV 89005 [**]
GSI 9010 037090001 [**] Carson City NV 89701 [**]
GSI 9010 036702001 [**] Crystal Bay NV 89402 [**]
GSI 9010 036913001 [**] Crystal Bay NV 89402 [**]
CLS 3010 036560001 [**] Henderson NV 89014 [**]
GSI 9010 036719001 [**] Henderson NV 89014 [**]
GSI 9010 036915001 [**] Henderson NV 89015 [**]
GSI 9010 037038001 [**] Henderson NV 89015 [**]
GSI 9010 036838001 [**] Incline Village NV 89450 [**]
CLS 3010 034666001 [**] Jean NV 89019 [**]
GSI 9010 002386001 [**] Las Vegas NV 89101 [**]
MAI / MFC 1010 002747011 [**] Las Vegas NV 89118 [**]
MAI / MFC 1010 003220001 [**] Las Vegas NV 89118 [**]
CLS 3010 004580535 [**] Las Vegas NV 89101 [**]
MAI / MFC 1010 008086006 [**] Las Vegas NV 89102 [**]
MAI / MFC 1010 008310001 [**] Las Vegas NV 89121 [**]
MAI / MFC 1010 009792001 [**] Las Vegas NV 89101 [**]
MAI / MFC 1010 009792003 [**] Las Vegas NV 89101 [**]
MAI / MFC 1010 009792004 [**] Las Vegas NV 89106 [**]
MAI / MFC 1010 009792002 [**] Las Vegas NV 89101 [**]
MAI / MFC 1010 015073001 [**] Las Vegas NV 89109 [**]
MAI / MFC 1010 015073002 [**] Las Vegas NV 89114 [**]
MAI / MFC 1010 021747001 [**] Las Vegas NV 89101 [**]
CLS 3010 033497001 [**] Las Vegas NV 89119 [**]
CLS 3010 033886001 [**] Las Vegas NV 89102 [**]
CLS 3010 034247001 [**] Las Vegas NV 89121 [**]
CLS 3010 034794001 [**] Las Vegas NV 89102 [**]
CLS 3010 034812001 [**] LAS VEGAS NV 89126 [**]
CLS 3010 035129001 [**] Las Vegas NV 89019 [**]
GSI 9010 036704001 [**] Las Vegas NV 89101 [**]
GSI 9010 036707001 [**] Las Vegas NV 89109 [**]
GSI 9010 036708001 [**] Las Vegas NV 89106 [**]
GSI 9010 036713001 [**] Las Vegas NV 89109 [**]
GSI 9010 036714001 [**] Las Vegas NV 89104 [**]
GSI 9010 036715001 [**] Las Vegas NV 89115 [**]
GSI 9010 036716001 [**] Las Vegas NV 89122 [**]
GSI 9010 036718001 [**] Las Vegas NV 89193 [**]
GSI 9010 036720001 [**] Las Vegas NV 89114 [**]
GSI 9010 036721001 [**] Las Vegas NV 89109 [**]
HIS 7010 036724001 [**] Las Vegas NV 89193 [**]
GSI 9010 036727001 [**] Las Vegas NV 89106 [**]
GSI 9010 036728001 [**] Las Vegas NV 89119 [**]
GSI 9010 036826001 [**] Las Vegas NV 89103 [**]
GSI 9010 036912001 [**] Las Vegas NV 89109 [**]
GSI 9010 036937001 [**] Las Vegas NV 89107 [**]
GSI 9010 037086001 [**] Las Vegas NV 89117 [**]
GSI 9010 037183001 [**] Las Vegas NV 89109 [**]
GSI 9010 037212001 [**] Las Vegas NV 89119 [**]
GSI 9010 037298001 [**] Las Vegas NV 89109 [**]
GSI 9010 037331001 [**] Las Vegas NV 89118 [**]
GSI 9010 037412001 [**] Las Vegas NV 89102 [**]
HIS 7010 037425001 [**] Las Vegas NV 89109 [**]
HIS 7010 037426001 [**] Las Vegas NV 89101 [**]
HIS 7010 710450001 [**] Las Vegas NV 89103 [**]
HIS 7010 710620001 [**] Las Vegas NV 89109 [**]
HIS 7010 710880001 [**] Las Vegas NV 89109 [**]
HIS 7010 711120001 [**] Las Vegas NV 89118 [**]
HIS 7010 711170001 [**] Las Vegas NV 89109 [**]
HIS 7010 711320001 [**] Las Vegas NV 89109 [**]
HIS 7010 711370001 [**] Las Vegas NV 89125 [**]
HIS 7010 713790001 [**] Las Vegas NV 89101 [**]
HIS 7010 714040001 [**] Las Vegas NV 89109 [**]
HIS 7010 714120001 [**] Las Vegas NV 89103 [**]
HIS 7010 714350001 [**] Las Vegas NV 89109 [**]
HIS 7010 716530001 [**] Las Vegas NV 89103 [**]
HIS 7010 716690001 [**] Las Vegas NV 89101 [**]
HIS 7010 716700001 [**] Las Vegas NV 89102 [**]
HIS 7010 717100001 [**] Las Vegas NV 89109 [**]
HIS 7010 717750999 [**] Las Vegas NV 89102 [**]
HIS 7010 718960001 [**] Las Vegas NV 89120 [**]
HIS 7010 719250001 [**] Las Vegas NV 89103 [**]
HIS 7010 719320001 [**] Las Vegas NV 89122 [**]
HIS 7010 720250001 [**] Las Vegas NV 89104 [**]
HIS 7010 720930001 [**] Las Vegas NV 89134 [**]
HIS 7010 721180001 [**] Las Vegas NV 89101 [**]
HIS 7010 721880999 [**] Las Vegas NV [**]
HIS 7010 722080001 [**] Las Vegas NV 89109 [**]
HIS 7010 722210999 [**] Las Vegas NV 89104 [**]
HIS 7010 722310001 [**] Las Vegas NV 89101 [**]
HIS 7010 722330001 [**] Las Vegas NV 89103 [**]
HIS 7010 722340001 [**] Las Vegas NV 89121 [**]
GSI 9010 036709001 [**] Laughlin NV 89029 [**]
GSI 9010 036710001 [**] Laughlin NV 89029 [**]
GSI 9010 036765001 [**] Laughlin NV 89029 [**]
HIS 7010 719280001 [**] Laughlin NV 89029 [**]
GSI 9010 036726001 [**] Mesquite NV 89024 [**]
GSI 9010 036902001 [**] Mesquite NV 89024 [**]
CLS 3010 036614001 [**] Minden NV 89423 [**]
GSI 9010 036703001 [**] Minden NV 89423 [**]
GSI 9010 036827001 [**] Mt. Rose NV 89511 [**]
CLS 3010 005122505 [**] Overton NV 89040 [**]
MAI / MFC 1010 001981003 [**] Reno NV 89502 [**]
MAI / MFC 1020 009183001 [**] Reno NV 89505 [**]
MAI / MFC 1020 012764001 [**] Reno NV 89506 [**]
Appendix F-1-39
<PAGE> 71
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 014974001 [**] Reno NV 89502 [**]
MAI / MFC 1010 014974003 [**] Reno NV 89511 [**]
CLS 3010 034851001 [**] Reno NV 89506 [**]
GSI 9010 034851002 [**] Reno NV 89502 [**]
CLS 3010 034998001 [**] Reno NV 89503 [**]
MAI / MFC 1010 035733005 [**] Reno NV 89502 [**]
MAI / MFC 1010 035733006 [**] Reno NV 89502 [**]
GSI 9010 036705001 [**] Reno NV 89505 [**]
GSI 9010 036910001 [**] Reno NV 89506 [**]
GSI 9010 036914001 [**] Reno NV 89503 [**]
GSI 9010 037044001 [**] Reno NV 89502 [**]
GSI 9010 037045001 [**] Reno NV 89504 [**]
HIS 7010 719290001 [**] Reno NV 89502 [**]
HIS 7010 719410001 [**] Reno NV 89501 [**]
HIS 7010 721210001 [**] Reno NV 89557 [**]
GSI 9010 036725001 [**] S. Las Vegas NV 89109 [**]
GSI 9010 036699001 [**] South Las Vegas NV 89109 [**]
GSI 9010 036701001 [**] South Las Vegas NV 89109 [**]
GSI 9010 036722001 [**] South Las Vegas NV 89109 [**]
GSI 9010 036825001 [**] South Las Vegas NV 89119 [**]
CLS 3010 037250001 [**] South Las Vegas NV 89109 [**]
MAI / MFC 1030 012715001 [**] Sparks NV 89431 [**]
MAI / MFC 1010 022216003 [**] Sparks NV 89431 [**]
MAI / MFC 1010 025195001 [**] Sparks NV 89431 [**]
MAI / MFC 1020 033547001 [**] Sparks NV 89431 [**]
GSI 9010 036905001 [**] Sparks NV 89431 [**]
HIS 7010 720270001 [**] Sparks NV 89432 [**]
GSI 9010 036700001 [**] Stateline NV 89449 [**]
GSI 9010 036712001 [**] Stateline NV 89449 [**]
HIS 7010 711110001 [**] Verdi NV 89439 [**]
MAI / MFC 1020 018016001 [**] Akron NY 14001 [**]
MAI / MFC 4010 021889001 [**] Albany NY 12205 [**]
MAI / MFC 4010 032203002 [**] Albany NY 12207 [**]
MAI / MFC 4010 032203019 [**] Albany NY 00000 [**]
HIS 7010 710740001 [**] Albany NY 12205 [**]
HIS 7010 718800999 [**] APO New York NY 09053 [**]
HIS 7010 718810999 [**] APO New York NY 09053 [**]
HIS 7010 718820999 [**] APO New York NY 09053 [**]
HIS 7010 718830999 [**] APO New York NY 09053 [**]
HIS 7010 718840999 [**] APO New York NY 09053 [**]
HIS 7010 718850999 [**] APO New York NY 09053 [**]
HIS 7010 718860999 [**] APO New York NY 09053 [**]
HIS 7010 718870999 [**] APO New York NY 09053 [**]
MAI / MFC 4010 034321001 [**] Arcade NY 14009 [**]
CLS 3010 036563001 [**] Armonk NY 10504 [**]
CLS 3010 035025004 [**] Bear Mountain NY 10911 [**]
MAI / MFC 1010 009571001 [**] Bethpage NY 11714 [**]
MAI / MFC 1020 002385001 [**] Binghamton NY 13902 [**]
CLS 3010 034947001 [**] Binghamton NY 13901 [**]
MAI / MFC 1020 001522001 [**] Blauvelt NY 10913 [**]
MAI / MFC 1010 036174001 [**] Bohhemian NY 11716 [**]
HIS 7010 717880001 [**] Bolton Landing NY 12814 [**]
MAI / MFC 1010 003251503 [**] Brentwood NY 11717 [**]
MAI / MFC 1010 006949001 [**] Bronx NY 10474 [**]
MAI / MFC 1010 012924001 [**] Bronx NY 10474 [**]
MAI / MFC 1010 021999001 [**] Bronx NY 10474 [**]
MAI / MFC 1010 004143001 [**] Brooklyn NY 11217 [**]
MAI / MFC 4010 021114001 [**] Brooklyn NY 11233 [**]
MAI / MFC 1010 032933001 [**] Brooklyn NY 11201 [**]
MAI / MFC 1010 032933002 [**] Brooklyn NY 11201 [**]
MAI / MFC 1020 006991001 [**] Buffalo NY 14207 [**]
MAI / MFC 1020 012526001 [**] Buffalo NY 14209 [**]
MAI / MFC 1030 014395001 [**] Buffalo NY 14216 [**]
MAI / MFC 1020 033707001 [**] Buffalo NY 14203 [**]
CLS 3010 034756001 [**] BUFFALO NY 14221 [**]
MAI / MFC 1010 009124001 [**] Carle Place NY 11514 [**]
CLS 3010 036534001 [**] Central Islip NY 11722 [**]
MAI / MFC 1020 033707002 [**] Chaffee NY 14030 [**]
HIS 7010 718250001 [**] Clymer NY 14724 [**]
HIS 7010 718760001 [**] Corning NY 14830 [**]
MAI / MFC 4010 007253001 [**] DEER PARK NY 11729 [**]
MAI / MFC 1020 014395501 [**] Dewitt NY 13206 [**]
CLS 3010 034936001 [**] Dunkirk NY 14048 [**]
MAI / MFC 1010 017183011 [**] Elmsford NY 10523 [**]
MAI / MFC 1010 017183012 [**] Elmsford NY 10523 [**]
MAI / MFC 1020 033767001 [**] Endicott NY 13760 [**]
MAI / MFC 1020 005172001 [**] Fayetteville NY 13066 [**]
CLS 3010 034951001 [**] Flushing NY 11354 [**]
MAI / MFC 4010 018589001 [**] Frankfort NY 13340 [**]
MAI / MFC 1010 006099001 [**] Garden City NY 11530 [**]
CLS 3010 031438502 [**] Garden City NY 11530 [**]
CLS 3010 034681001 [**] Glen Cove NY 11542 [**]
MAI / MFC 1010 036512001 [**] Glendale NY 11385 [**]
MAI / MFC 4010 032445001 [**] Great Neck NY 11021 [**]
HIS 7010 717440001 [**] Greenfield Park NY 12435 [**]
MAI / MFC 1010 003341001 [**] Hauppauge NY 11788 [**]
MAI / MFC 1010 005604001 [**] Hawthorne NY 10532 [**]
MAI / MFC 1010 008916001 [**] Hemstead NY 11550 [**]
HIS 7010 710870001 [**] Holtsville NY 11742 [**]
CLS 3010 034934001 [**] Ithaca NY 14850 [**]
HIS 7010 720610001 [**] Ithaca NY 14853 [**]
CLS 3010 008951001 [**] Jamaica NY 11436 [**]
MAI / MFC 1010 033666001 [**] Jamaica NY 11432 [**]
CLS 3010 035015001 [**] Jamaica NY 11430 [**]
MAI / MFC 4010 030281001 [**] Johnstown NY 12095 [**]
CLS 3010 001985003 [**] Lake George NY 12845 [**]
CLS 3010 034980001 [**] LAKE GEORGE NY 12845 [**]
MAI / MFC 1050 014395005 [**] Latham NY 12110 [**]
MAI / MFC 1020 014395504 [**] Latham NY 12110 [**]
CLS 3010 005046002 [**] Liverpool NY 13088 [**]
MAI / MFC 1010 008227001 [**] Long Island NY 11101 [**]
MAI / MFC 1010 003251001 [**] Long Island City NY 11101 [**]
MAI / MFC 1010 003251502 [**] Long Island City NY 11101 [**]
MAI / MFC 1010 008228002 [**] Long Island City NY 11101 [**]
MAI / MFC 4010 035956001 [**] Lyons NY 14489 [**]
MAI / MFC 4010 035967001 [**] Lyons NY 14489 [**]
Appendix F-1-40
<PAGE> 72
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 024420002 [**] Manhasset NY 11030 [**]
MAI / MFC 1010 024420001 [**] Melville NY 11747 [**]
HIS 7010 711580001 [**] Melville NY 11747 [**]
MAI / MFC 1010 002212002 [**] Middletown NY 10940 [**]
MAI / MFC 1010 005426001 [**] MOUNT VERNON NY 10550 [**]
MAI / MFC 1010 023170001 [**] Mt. Vernon NY 10550 [**]
MAI / MFC 1010 000715001 [**] N. White Plains NY 10604 [**]
HIS 7010 720390001 [**] New Paltz NY 12561 [**]
MAI / MFC 1010 001838002 [**] New York NY 10001 [**]
CLS 3010 001985001 [**] New York NY 10021 [**]
MAI / MFC 1010 002252001 [**] New York NY 10022 [**]
MAI / MFC 1010 002252002 [**] New York NY 10019 [**]
MAI / MFC 1010 003251002 [**] New York NY 10013 [**]
CLS 3010 003590001 [**] New York NY 10001 [**]
CLS 3010 003590501 [**] New York NY 10016 [**]
MAI / MFC 1010 005602001 [**] New York NY 10017 [**]
MAI / MFC 1010 005905001 [**] New York NY 10023 [**]
MAI / MFC 1010 005905002 [**] New York NY 10001 [**]
MAI / MFC 1010 008228001 [**] New York NY 10016 [**]
MAI / MFC 1010 008349001 [**] New York NY 10036 [**]
MAI / MFC 1010 008388001 [**] New York NY 10019 [**]
MAI / MFC 1010 008932001 [**] New York NY 10014 [**]
MAI / MFC 1010 009480001 [**] New York NY 10014 [**]
MAI / MFC 1010 009742001 [**] New York NY 10004 [**]
MAI / MFC 1010 009747001 [**] New York NY 10005 [**]
MAI / MFC 1010 010949001 [**] New York NY 10017 [**]
MAI / MFC 1010 010949002 [**] New York NY 10121 [**]
MAI / MFC 1010 012206001 [**] New York NY 10018 [**]
MAI / MFC 1010 012206002 [**] New York NY 10018 [**]
MAI / MFC 1010 021214001 [**] New York NY 10018 [**]
MAI / MFC 1010 013681001 [**] New York NY 10038 [**]
MAI / MFC 1010 013880001 [**] New York NY 10019 [**]
CLS 3010 015034001 [**] New York NY 10016 [**]
CLS 3010 015490001 [**] New York NY 10001 [**]
CLS 3010 015034501 [**] New York NY 10016 [**]
CLS 3010 015034502 [**] New York NY 10022 [**]
MAI / MFC 1010 015050001 [**] New York NY 10018 [**]
MAI / MFC 1010 021110001 [**] New York NY 10016 [**]
CLS 3010 021710001 [**] New York NY 10018 [**]
CLS 3010 030131001 [**] New York NY 10001 [**]
MAI / MFC 1010 030367001 [**] New York NY 10019 [**]
MAI / MFC 1020 030368001 [**] New York NY 10019 [**]
MAI / MFC 1020 030368002 [**] New York NY 10019 [**]
CLS 3010 031551001 [**] New York NY 10019 [**]
MAI / MFC 1010 032216001 [**] New York NY 10033 [**]
CLS 3010 032579001 [**] New York NY 10036 [**]
MAI / MFC 4010 032854001 [**] New York NY 10016 [**]
CLS 3010 033887001 [**] New York NY 10007 [**]
MAI / MFC 1010 034169001 [**] New York NY 10001 [**]
CLS 3010 034497001 [**] New York NY 10021 [**]
CLS 3010 034565001 [**] New York NY 10016 [**]
CLS 3010 034585001 [**] New York NY 10021 [**]
CLS 3010 034685001 [**] New York NY 10017 [**]
CLS 3010 034758001 [**] New York NY 10036 [**]
CLS 3010 034778001 [**] NEW YORK NY 10022 [**]
CLS 3010 034788001 [**] New York NY 10001 [**]
CLS 3010 034789001 [**] NEW YORK NY 10016 [**]
CLS 3010 034922001 [**] New York NY 10019 [**]
CLS 3010 035202001 [**] New York NY 10017 [**]
CLS 3010 035203001 [**] New York NY 10018 [**]
MAI / MFC 1010 035442001 [**] New York NY 10016 [**]
CLS 3010 035463001 [**] New York NY 10028 [**]
CLS 3010 035463002 [**] New York NY 10028 [**]
CLS 3010 035464001 [**] New York NY 10021 [**]
CLS 3010 035465001 [**] New York NY 10022 [**]
CLS 3010 035495001 [**] New York NY 10013 [**]
CLS 3010 035496001 [**] New York NY 10013 [**]
CLS 3010 035539001 [**] New York NY 10022 [**]
CLS 3010 035552001 [**] New York NY 10019 [**]
CLS 3010 035603001 [**] New York NY 10022 [**]
CLS 3010 035630001 [**] New York NY 10036 [**]
CLS 3010 036521001 [**] New York NY 10016 [**]
CLS 3010 036581001 [**] New York NY 10017 [**]
CLS 3010 036611001 [**] New York NY 10019 [**]
CLS 3010 036617001 [**] New York NY 10019 [**]
CLS 3010 036632001 [**] New York NY 10013 [**]
CLS 3010 036637001 [**] New York NY 10036 [**]
CLS 3010 036638001 [**] New York NY 10036 [**]
CLS 3010 036639001 [**] New York NY 10016 [**]
CLS 3010 036763001 [**] New York NY 10019 [**]
CLS 3010 036847001 [**] New York NY 10022 [**]
CLS 3010 036875001 [**] New York NY 10022 [**]
CLS 3010 036876002 [**] New York NY 10036 [**]
CLS 3010 037035001 [**] New York NY 10017 [**]
CLS 3010 037076001 [**] New York NY 10001 [**]
CLS 3010 037079001 [**] New York NY 10024 [**]
CLS 3010 037135001 [**] New York NY 10017 [**]
CLS 3010 037135002 [**] New York NY 10169 [**]
CLS 3010 037135003 [**] New York NY 10019 [**]
MAI / MFC 1010 037135004 [**] New York NY 10169 [**]
CLS 3010 037136001 [**] New York NY 10012 [**]
GSI 9010 037278002 [**] New York NY 10103 [**]
MAI / MFC 1010 037321001 [**] New York NY 10022 [**]
MAI / MFC 1010 037321002 [**] New York NY 10022 [**]
CLS 3010 037322001 [**] New York NY 10023 [**]
CLS 3010 037499001 [**] New York NY 10022 [**]
HIS 7010 710190001 [**] New York NY 9053 [**]
HIS 7010 710400001 [**] New York NY 10019 [**]
HIS 7010 710520001 [**] New York NY 10016 [**]
HIS 7010 710630001 [**] New York NY 10021 [**]
HIS 7010 711240001 [**] New York NY 10024 [**]
HIS 7010 711730001 [**] New York NY 10016 [**]
HIS 7010 712010001 [**] New York NY 10123 [**]
HIS 7010 713610001 [**] New York NY 10022 [**]
HIS 7010 713640001 [**] New York NY 10016 [**]
HIS 7010 713650001 [**] New York NY 10016 [**]
Appendix F-1-41
<PAGE> 73
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 713660001 [**] New York NY 10016 [**]
HIS 7010 713730001 [**] New York NY 10022 [**]
HIS 7010 714740001 [**] New York NY 10048 [**]
HIS 7010 714920001 [**] New York NY 10019 [**]
HIS 7010 715340001 [**] New York NY 10001 [**]
HIS 7010 715420999 [**] New York NY 10022 [**]
HIS 7010 715600001 [**] New York NY 10003 [**]
HIS 7010 716060001 [**] New York NY 10017 [**]
HIS 7010 716520001 [**] New York NY 10022 [**]
HIS 7010 716820001 [**] New York NY 10016 [**]
HIS 7010 716850001 [**] New York NY 10022 [**]
HIS 7010 717000001 [**] New York NY 10022 [**]
HIS 7010 717130001 [**] New York NY 10021 [**]
HIS 7010 717140001 [**] New York NY 10023 [**]
HIS 7010 717450001 [**] New York NY 10011 [**]
HIS 7010 717460001 [**] New York NY 10036 [**]
HIS 7010 717570001 [**] New York NY 10019 [**]
HIS 7010 717700001 [**] New York NY 10022 [**]
HIS 7010 718120001 [**] New York NY 10019 [**]
HIS 7010 718270001 [**] New York NY 10019 [**]
HIS 7010 718340001 [**] New York NY 10019 [**]
HIS 7010 718460001 [**] New York NY 10036 [**]
HIS 7010 718660001 [**] New York NY 10036 [**]
HIS 7010 718710001 [**] New York NY 10023 [**]
HIS 7010 718780999 [**] New York NY 09053 [**]
HIS 7010 719110001 [**] New York NY 10021 [**]
HIS 7010 719820001 [**] New York NY 10022 [**]
HIS 7010 721200001 [**] New York NY 10017 [**]
HIS 7010 721340001 [**] New York NY 10019 [**]
HIS 7010 721540001 [**] New York NY 10036 [**]
HIS 7010 758500999 [**] New York NY 10158 [**]
CLS 3010 025248001 [**] Niagara Falls NY 14303 [**]
CLS 3010 034797001 [**] NIAGARA FALLS NY 14303 [**]
HIS 7010 712570001 [**] Niagara Falls NY 14303 [**]
CLS 3010 036586001 [**] Oceanside NY 11572 [**]
MAI / MFC 1020 014395006 [**] Olean NY 14760 [**]
MAI / MFC 1010 025443001 [**] Orchard Park NY 14127 [**]
CLS 3010 035474001 [**] Ossining NY 10502 [**]
CLS 3010 035475001 [**] Ossining NY 10502 [**]
HIS 7010 721950999 [**] Plainview NY 11803 [**]
MAI / MFC 1010 022227001 [**] Port Chester NY 10573 [**]
MAI / MFC 4010 003409001 [**] Port Washington NY 11050 [**]
MAI / MFC 1010 008342001 [**] Port Washington NY 11050 [**]
MAI / MFC 1010 008342501 [**] Port Washington NY 11050 [**]
MAI / MFC 1010 023062001 [**] Port Washington NY 11050 [**]
MAI / MFC 1010 024129001 [**] Port Washington NY 11050 [**]
MAI / MFC 1010 000714001 [**] Purchase NY 10577 [**]
MAI / MFC 1020 007937001 [**] Rochester NY 14605 [**]
MAI / MFC 1010 030888001 [**] Rochester NY 14618 [**]
MAI / MFC 1020 032212001 [**] Rochester NY 14613 [**]
HIS 7010 718910001 [**] Rochester NY 14614 [**]
CLS 3010 034627001 [**] Rye Brook NY 10573 [**]
HIS 7010 714100001 [**] Saratoga Spring NY 12866 [**]
CLS 3010 036769013 [**] Saratoga Springs NY 12866 [**]
CLS 3010 021313001 [**] Syracuse NY 13212 [**]
HIS 7010 712400001 [**] Syracuse NY 13206 [**]
HIS 7010 722000999 [**] Syracuse NY 46567 [**]
CLS 3010 037112001 [**] Tarrytown NY 10591 [**]
HIS 7010 721040001 [**] Tarrytown NY 10591 [**]
CLS 3010 036564001 [**] Thornwood NY 10594 [**]
HIS 7010 715640001 [**] Thornwood NY 10594 [**]
CLS 3010 011284001 [**] Upper Brookville NY 11771 [**]
MAI / MFC 1010 010111001 [**] Wading River NY 11792 [**]
MAI / MFC 1020 030071001 [**] Watertown NY 13601 [**]
CLS 3010 004292501 [**] West Point NY 10996 [**]
CLS 3010 008273002 [**] West Point NY 10996 [**]
CLS 3010 034742001 [**] WHITE PLAINS NY 10601 [**]
HIS 7010 720800001 [**] White Plains NY 10604 [**]
MAI / MFC 1010 015941001 [**] Yonkers NY 10704 [**]
CLS 3010 031200001 [**] Yonkers NY 10701 [**]
MAI / MFC 1010 007619003 [**] Akron OH 44303 [**]
CLS 3010 033016001 [**] Akron OH 44321 [**]
MAI / MFC 4010 011249001 [**] Amanda OH 43102 [**]
MAI / MFC 4010 030283001 [**] Archbold OH 43502 [**]
MAI / MFC 4010 033063001 [**] Avon Lake OH 44012 [**]
CLS 3010 008233001 [**] Beachwood OH 44122 [**]
CLS 3010 034528001 [**] Beachwood OH 44122 [**]
CLS 3010 034755001 [**] BEACHWOOD OH 44122 [**]
MAI / MFC 1010 000816001 [**] Bedford Heights OH 44146 [**]
CLS 3010 035676001 [**] Bedford Heights OH 44128 [**]
HIS 7010 710410001 [**] Berlin OH 44610 [**]
MAI / MFC 1010 021090003 [**] Blue Ash OH 45242 [**]
CLS 3010 025524002 [**] Blue Ash OH 45242 [**]
CLS 3010 034667001 [**] Blue Ash OH 45242 [**]
MAI / MFC 1010 019626502 [**] Byesville OH 43723 [**]
CLS 3010 036769010 [**] Cambridge OH 43725 [**]
MAI / MFC 1010 003712001 [**] Cincinnati OH 45215 [**]
MAI / MFC 1010 005487509 [**] Cincinnati OH 45202 [**]
MAI / MFC 1010 005487510 [**] Cincinnati OH 45202 [**]
MAI / MFC 1010 005487511 [**] Cincinnati OH 45236 [**]
MAI / MFC 1010 008348504 [**] Cincinnati OH 45246 [**]
MAI / MFC 1010 012918001 [**] Cincinnati OH 45212 [**]
MAI / MFC 1010 012918002 [**] Cincinnati OH 45205 [**]
MAI / MFC 1010 012918003 [**] Cincinnati OH 45212 [**]
MAI / MFC 1010 030812001 [**] Cincinnati OH 45255 [**]
MAI / MFC 1020 015531010 [**] Cincinnati OH 45242 [**]
MAI / MFC 1010 016787001 [**] Cincinnati OH 45241 [**]
CLS 3010 019454001 [**] Cincinnati OH 45212 [**]
CLS 3010 019457002 [**] Cincinnati OH 45206 [**]
CLS 3010 019457003 [**] Cincinnati OH 45206 [**]
CLS 3010 019457004 [**] Cincinnati OH 45206 [**]
CLS 3010 020676001 [**] Cincinnati OH 45237 [**]
CLS 3010 020676501 [**] Cincinnati OH 45237 [**]
MAI / MFC 1010 021454001 [**] Cincinnati OH 45202 [**]
MAI / MFC 1010 022858001 [**] Cincinnati OH 45242 [**]
MAI / MFC 1010 091132113 [**] Cincinnati OH 45233 [**]
Appendix F-1-42
<PAGE> 74
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 030789006 [**] Cincinnati OH 45246 [**]
MAI / MFC 1010 031753502 [**] CINCINNATI OH 45275 [**]
MAI / MFC 1010 031762001 [**] Cincinnati OH 45212 [**]
MAI / MFC 1010 032595001 [**] Cincinnati OH 45236 [**]
MAI / MFC 1020 036260001 [**] Cincinnati OH 45213 [**]
MAI / MFC 1010 036453001 [**] Cincinnati OH 45238 [**]
HIS 7010 711780001 [**] Cincinnati OH 45202 [**]
HIS 7010 717820001 [**] Cincinnati OH 45202 [**]
MAI / MFC 4010 018601002 [**] Circleville OH 43113 [**]
MAI / MFC 1010 019626003 [**] Circleville OH 43113 [**]
MAI / MFC 4010 011492001 [**] Cleveland OH 44115 [**]
MAI / MFC 4010 021331001 [**] Cleveland OH 44115 [**]
MAI / MFC 4010 031180002 [**] Cleveland OH 44115 [**]
MAI / MFC 4010 032420003 [**] Cleveland OH 44111 [**]
MAI / MFC 1010 033031001 [**] Cleveland OH 44114 [**]
CLS 3010 034544001 [**] Cleveland OH 44113 [**]
CLS 3010 034580001 [**] Cleveland OH 44113 [**]
CLS 3010 035334001 [**] Cleveland OH 44102 [**]
CLS 3010 036602001 [**] Cleveland OH 44113 [**]
HIS 7010 711850001 [**] Cleveland OH 44106 [**]
HIS 7010 717790001 [**] Cleveland OH 44106 [**]
HIS 7010 720880001 [**] Cleveland OH 44113 [**]
CLS 3010 036769014 [**] College Corner OH 45003 [**]
HIS 7010 720990001 [**] Colombus OH 43229 [**]
MAI / MFC 1010 014144017 [**] Columbiana OH 44408 [**]
MAI / MFC 1010 000818511 [**] Columbus OH 43222 [**]
MAI / MFC 1010 001135005 [**] Columbus OH 43220 [**]
MAI / MFC 1010 013165001 [**] Columbus OH 43216 [**]
MAI / MFC 4010 017094001 [**] Columbus OH 43216 [**]
MAI / MFC 1010 021090001 [**] Columbus OH 43235 [**]
MAI / MFC 1010 030761001 [**] Columbus OH 43204 [**]
MAI / MFC 4010 033212001 [**] Columbus OH 43228 [**]
CLS 3010 034609001 [**] Columbus OH 43215 [**]
CLS 3010 034609002 [**] Columbus OH 43215 [**]
CLS 3010 034769001 [**] COLUMBUS OH 43229 [**]
HIS 7010 710330001 [**] Columbus OH 43235 [**]
HIS 7010 718200001 [**] Columbus OH 43221 [**]
HIS 7013 721840999 [**] Columbus OH 43017 [**]
CLS 3010 033640001 [**] Copley OH 44321 [**]
CLS 3010 034916001 [**] Cuyahoga Falls OH 44221 [**]
MAI / MFC 1010 000810001 [**] Dayton OH 45414 [**]
MAI / MFC 1010 000824001 [**] Dayton OH 45432 [**]
MAI / MFC 1030 005048001 [**] Dayton OH 45410 [**]
MAI / MFC 1030 005048002 [**] Dayton OH 45407 [**]
MAI / MFC 1030 005048003 [**] Dayton OH 45410 [**]
MAI / MFC 1030 005048004 [**] Dayton OH 45410 [**]
MAI / MFC 1030 005048005 [**] Dayton OH 45410 [**]
MAI / MFC 1030 005048006 [**] Dayton OH 45410 [**]
MAI / MFC 1010 006996001 [**] Dayton OH 45401 [**]
MAI / MFC 1010 012918004 [**] Dayton OH 45414 [**]
MAI / MFC 1020 013506001 [**] Dayton OH 45413 [**]
MAI / MFC 1010 013506002 [**] DAYTON OH 45414 [**]
MAI / MFC 1010 021090002 [**] Dayton OH 45414 [**]
MAI / MFC 4010 032249003 [**] Dayton OH 45440 [**]
CLS 3010 034533001 [**] Dayton OH 45430 [**]
CLS 3010 034519001 [**] Des Moines OH 50321 [**]
HIS 7010 700000001 [**] Dublin OH 43017 [**]
HIS 7010 714750999 [**] Dublin OH 43017 [**]
HIS 7010 721960001 [**] Dublin OH 43017 [**]
MAI / MFC 4010 033911001 [**] Fairborn OH 45324 [**]
MAI / MFC 1010 000820511 [**] Fairfield OH 45014 [**]
MAI / MFC 1010 032119001 [**] Fairfield OH 45014 [**]
HIS 7010 710340001 [**] Forest Park OH 45240 [**]
CLS 3010 036769018 [**] Friendship OH 45630 [**]
CLS 3010 036769011 [**] Glouster OH 45732 [**]
MAI / MFC 4010 020907001 [**] Greenfield OH 45123 [**]
HIS 7010 721650999 [**] Grove City OH 43123 [**]
MAI / MFC 1010 019564001 [**] Hartville OH 44632 [**]
MAI / MFC 1010 016787501 [**] Hilliard OH 43026 [**]
CLS 3010 036950001 [**] Independence OH 44131 [**]
CLS 3010 009438001 [**] Kings Island OH 45034 [**]
CLS 3010 032163001 [**] Kings Island OH 45034 [**]
CLS 3010 020804001 [**] Knollwood OH 45212 [**]
MAI / MFC 4010 006500001 [**] Lebanon OH 45036 [**]
MAI / MFC 1030 002198001 [**] Loveland OH 45140 [**]
HIS 7010 721120001 [**] Macedonia OH 44056 [**]
MAI / MFC 4010 020350001 [**] Marion OH 43302 [**]
MAI / MFC 4010 008343001 [**] Masury OH 44438 [**]
MAI / MFC 4010 021874001 [**] Medina OH 44256 [**]
MAI / MFC 4010 032249001 [**] Medina OH 44256 [**]
MAI / MFC 1010 032249002 [**] Medina OH 44256 [**]
MAI / MFC 1010 006223001 [**] Mentor OH 44060 [**]
MAI / MFC 1010 037158001 [**] Mentor OH 44060 [**]
CLS 3010 010522001 [**] Middletown OH 45042 [**]
CLS 3010 036769012 [**] Mt. Sterling OH 43143 [**]
MAI / MFC 4010 018601003 [**] Napoleon OH 43545 [**]
HIS 7010 711740001 [**] Newark OH 43055 [**]
CLS 3010 036769017 [**] Newbury OH 44065 [**]
MAI / MFC 1010 035248001 [**] North Canton OH 44720 [**]
CLS 3010 031984001 [**] North Olmsted OH 44070 [**]
HIS 7010 712460001 [**] North Randall OH 44128 [**]
MAI / MFC 1010 019101001 [**] Norwalk OH 44857 [**]
CLS 3010 036769015 [**] Oregon OH 43618 [**]
HIS 7010 718620001 [**] Painsville OH 44077 [**]
CLS 3010 036769016 [**] Perrysville OH 44864 [**]
CLS 3010 036769044 [**] Portsmouth OH 45663 [**]
MAI / MFC 1020 032861001 [**] Sandusky OH 44870 [**]
MAI / MFC 1010 037158003 [**] Sharonville OH 45241 [**]
HIS 7010 720650001 [**] Solon OH 44139 [**]
HIS 7010 720680001 [**] Solon OH 44139 [**]
HIS 7010 720730001 [**] Solon OH 44139 [**]
HIS 7010 720770001 [**] Solon OH 44139 [**]
HIS 7010 720870001 [**] Solon OH 44139 [**]
HIS 7010 720890001 [**] Solon OH 44139 [**]
HIS 7010 714280001 [**] Springdale OH 45246 [**]
HIS 7010 719810001 [**] Springdale OH 45246 [**]
Appendix F-1-43
<PAGE> 75
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
CLS 3010 034991001 [**] Toledo OH 43614 [**]
MAI / MFC 1010 037366001 [**] Toledo OH 43604 [**]
HIS 7010 715500001 [**] Toledo OH 43604 [**]
MAI / MFC 1010 037158002 [**] Valley View OH 44125 [**]
HIS 7010 718990001 [**] Wadsworth OH 44281 [**]
HIS 7010 713450001 [**] Wapakoneta OH 45895 [**]
MAI / MFC 1010 090958095 [**] Warrensville Heights OH 44128 [**]
MAI / MFC 1010 037367001 [**] Waterville OH 43566 [**]
MAI / MFC 1010 005086001 [**] West Chester OH 45069 [**]
MAI / MFC 1010 008326009 [**] Westchester OH 45069 [**]
MAI / MFC 1010 014144001 [**] Wilmington OH 45177 [**]
MAI / MFC 4010 007136002 [**] Wooster OH 44691 [**]
CLS 3010 020073001 [**] Afton OK 74331 [**]
HIS 7010 715380001 [**] Bartlesville OK 74003 [**]
MAI / MFC 4010 035191001 [**] Enid OK 73702 [**]
MAI / MFC 4010 035191002 [**] Enid OK 73701 [**]
MAI / MFC 1020 017135001 [**] Noble OK 73068 [**]
MAI / MFC 1010 025730502 [**] Oklahoma City OK 73129 [**]
CLS 3010 036695001 [**] Oklahoma City OK 73102 [**]
HIS 7010 721390001 [**] Oklahoma City OK 73118 [**]
MAI / MFC 1020 003671001 [**] Tulsa OK 74135 [**]
CLS 3010 015056001 [**] Tulsa OK 74115 [**]
MAI / MFC 4010 032249008 [**] Tulsa OK 74131 [**]
HIS 7010 710150001 [**] Tulsa OK 74103 [**]
HIS 7010 710960001 [**] Tulsa OK 74105 [**]
MAI / MFC 4010 021282001 [**] Amherstburg ON 00000 [**]
HIS 7010 716330001 [**] Banff ON 00000 [**]
HIS 7010 715110001 [**] Barrie ON 00000 [**]
MAI / MFC 4010 021560001 [**] Cambridge ON 00000 [**]
HIS 7010 721720001 [**] Chatham ON 00000 [**]
HIS 7010 711080001 [**] Collingwood ON 00000 [**]
HIS 7010 719010001 [**] Cornwall ON 00000 [**]
HIS 7010 718500001 [**] Don Mills ON 00000 [**]
HIS 7010 718940001 [**] Downsview ON 00000 [**]
CLS 3010 035294001 [**] Etobicoke ON 00000 [**]
HIS 7010 713540001 [**] Huntsville ON 00000 [**]
MAI / MFC 4010 021278001 [**] Kitchener ON 00000 [**]
CLS 3010 035295002 [**] Kitchener ON 00000 [**]
MAI / MFC 4010 018601005 [**] Lemington ON 00000 [**]
HIS 7010 717650001 [**] Little Current ON 00000 [**]
HIS 7010 718820001 [**] London ON 00000 [**]
CLS 3010 035182001 [**] London ON 00000 [**]
CLS 3010 035290002 [**] London ON 00000 [**]
HIS 7010 721770001 [**] London ON 00000 [**]
HIS 7010 713410001 [**] Malton ON 00000 [**]
CLS 3010 035295005 [**] Markham ON 00000 [**]
HIS 7010 711770001 [**] Markham ON 00000 [**]
HIS 7010 713850001 [**] Markham ON 00000 [**]
MAI / MFC 1010 021282002 [**] Milton ON 00000 [**]
MAI / MFC 4010 032420004 [**] Mississauga ON 00000 [**]
CLS 3010 035277001 [**] Mississauga ON 00000 [**]
HIS 7010 703460999 [**] Mississauga ON 00000 [**]
HIS 7010 717550001 [**] Mississauga ON 00000 [**]
HIS 7010 719040001 [**] Mississauga ON 00000 [**]
HIS 7010 713110001 [**] Niagara Falls ON 00000 [**]
CLS 3010 035293001 [**] Niagara Falls ON 00000 [**]
HIS 7010 710830001 [**] Niagara Falls ON 00000 [**]
HIS 7010 711950001 [**] Niagara Falls ON 00000 [**]
HIS 7010 712360001 [**] Niagara Falls ON 00000 [**]
HIS 7010 712910001 [**] Niagara Falls ON 00000 [**]
HIS 7010 720360001 [**] Niagara Falls ON 00000 [**]
HIS 7010 720370001 [**] Niagara Falls ON 00000 [**]
HIS 7010 721270001 [**] Niagara Falls ON 00000 [**]
CLS 3010 007409005 [**] North Bay ON 00000 [**]
HIS 7010 717580001 [**] North York ON 00000 [**]
CLS 3010 036615001 [**] Oakville ON 00000 [**]
CLS 3010 035272001 [**] Ontario ON 00000 [**]
CLS 3010 035338001 [**] Ontario ON 00000 [**]
HIS 7010 721950001 [**] Ontario ON 00000 [**]
HIS 7010 702180999 [**] Ottawa ON 00000 [**]
HIS 7010 711800001 [**] Ottawa ON 00000 [**]
HIS 7010 717590001 [**] Ottawa ON 00000 [**]
HIS 7010 719730001 [**] Ottawa ON 00000 [**]
HIS 7010 720440001 [**] Picton ON 00000 [**]
HIS 7010 716340001 [**] Rexdale ON 00000 [**]
HIS 7010 719750001 [**] Richmond Hills ON 00000 [**]
HIS 7010 716630001 [**] Sarnia ON 00000 [**]
HIS 7010 710610001 [**] Scarborough ON 00000 [**]
CLS 3010 035269001 [**] St. Foy ON 00000 [**]
CLS 3010 035291001 [**] Sudbury ON 00000 [**]
CLS 3010 035491001 [**] Sudbury ON 00000 [**]
CLS 3010 035295004 [**] Thunder Bay ON 00000 [**]
HIS 7010 711400001 [**] Toronto ON 00000 [**]
MAI / MFC 4010 030309003 [**] Toronto ON 00000 [**]
CLS 3010 035275001 [**] Toronto ON 00000 [**]
CLS 3010 035279001 [**] Toronto ON 00000 [**]
CLS 3010 035284001 [**] Toronto ON 00000 [**]
CLS 3010 035285001 [**] Toronto ON 00000 [**]
CLS 3010 036631001 [**] Toronto ON 00000 [**]
HIS 7010 706260999 [**] Toronto ON 00000 [**]
HIS 7010 710760001 [**] Toronto ON 00000 [**]
HIS 7010 711210001 [**] Toronto ON 00000 [**]
HIS 7010 711220001 [**] Toronto ON 00000 [**]
HIS 7010 711650001 [**] Toronto ON 00000 [**]
HIS 7010 716210001 [**] Toronto ON 00000 [**]
HIS 7010 717600001 [**] Toronto ON 00000 [**]
HIS 7010 717610001 [**] Toronto ON 00000 [**]
HIS 7010 718160001 [**] Toronto ON 00000 [**]
HIS 7010 720380001 [**] Toronto ON 00000 [**]
HIS 7010 721000001 [**] Toronto ON 00000 [**]
CLS 3010 035265001 [**] Totonto ON 00000 [**]
MAI / MFC 4010 021284001 [**] Wallaceburg ON 00000 [**]
MAI / MFC 1010 021284002 [**] Wallaceburg ON 00000 [**]
HIS 7010 701670999 [**] Windsor ON 00000 [**]
MAI / MFC 4010 020472003 [**] Albany OR 97312 [**]
MAI / MFC 1020 030223001 [**] Albany OR 97321 [**]
Appendix F-1-44
<PAGE> 76
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 001774001 [**] Beaverton OR 97005 [**]
CLS 3010 034676001 [**] Beaverton OR 97005 [**]
CLS 3010 034714001 [**] Bend OR 97702 [**]
CLS 3010 034886001 [**] Bend OR 97701 [**]
CLS 3010 035666001 [**] Cannon Beach OR 97110 [**]
HIS 7010 714240001 [**] Cannon Beach OR 97110 [**]
HIS 7010 722040001 [**] Canyonville OR 97417 [**]
CLS 3010 034783001 [**] CLACKAMAS OR 97015 [**]
MAI / MFC 1010 005437001 [**] Eugene OR 97401 [**]
MAI / MFC 1020 016504005 [**] Eugene OR 97402 [**]
MAI / MFC 1010 032114003 [**] Eugene OR 97402 [**]
CLS 3010 034644001 [**] Eugene OR 97401 [**]
CLS 3010 014522001 [**] Gleneden OR 97388 [**]
MAI / MFC 1010 015758002 [**] Hillsboro OR 97023 [**]
HIS 7010 714250001 [**] Hillsborough OR 97124 [**]
CLS 3010 035306001 [**] Hood River OR 97031 [**]
MAI / MFC 1020 016504006 [**] Medford OR 97501 [**]
MAI / MFC 1010 000780001 [**] Milwaukie OR 97222 [**]
HIS 7010 714270001 [**] Newport OR 97365 [**]
MAI / MFC 1010 002341004 [**] Portland OR 97217 [**]
MAI / MFC 1010 005890001 [**] Portland OR 97214 [**]
MAI / MFC 1010 008558001 [**] Portland OR 97214 [**]
MAI / MFC 1010 013406001 [**] Portland OR 97267 [**]
MAI / MFC 1020 016511001 [**] Portland OR 97214 [**]
MAI / MFC 1010 032114001 [**] Portland OR 97214 [**]
MAI / MFC 4010 032203017 [**] Portland OR 97203 [**]
MAI / MFC 4010 031183001 [**] Portland OR 97203 [**]
MAI / MFC 4010 031183002 [**] Portland OR 97203 [**]
MAI / MFC 4010 031183003 [**] Portland OR 97283 [**]
CLS 3010 034691001 [**] Portland OR 97205 [**]
CLS 3010 034933001 [**] PORTLAND OR 97225 [**]
CLS 3010 034944001 [**] Portland OR 97218 [**]
CLS 3010 035035001 [**] Portland OR 97205 [**]
CLS 3010 035641001 [**] Portland OR 97205 [**]
CLS 3010 035680001 [**] Portland OR 97223 [**]
HIS 7010 712130001 [**] Portland OR 97220 [**]
HIS 7010 719860001 [**] Portland OR 97225 [**]
HIS 7010 721440001 [**] Portland OR 97205 [**]
CLS 3010 036684001 [**] Roseburg OR 97470 [**]
MAI / MFC 1010 016602001 [**] Tillamook OR 97141 [**]
MAI / MFC 4010 034322001 [**] Allentown PA 18106 [**]
CLS 3010 034935001 [**] Allentown PA 18103 [**]
HIS 7010 712160001 [**] Allentown PA 18104 [**]
MAI / MFC 1010 013574010 [**] Altooma PA 16603 [**]
HIS 7010 712170001 [**] Altoona PA 16602 [**]
MAI / MFC 1020 020716016 [**] Belle Vernon PA 15012 [**]
MAI / MFC 1010 035810001 [**] Bensalem PA 19020 [**]
CLS 3010 036672001 [**] Bird-In-Hand PA 17505 [**]
MAI / MFC 1010 001543001 [**] BRISTOL PA 19007 [**]
MAI / MFC 1010 007998001 [**] Callery PA 16024 [**]
HIS 7010 712390001 [**] Carlisle PA 17013 [**]
MAI / MFC 1020 030689002 [**] Chalfont PA 18914 [**]
HIS 7010 719500001 [**] Champion PA 15622 [**]
MAI / MFC 4010 021890001 [**] Clarion PA 16214 [**]
CLS 3010 034798001 [**] CLARKS SUMMIT PA 18411 [**]
MAI / MFC 1010 013574005 [**] Coatsville PA 19320 [**]
MAI / MFC 1010 034282001 [**] Collingdale PA 19023 [**]
MAI / MFC 1010 033603001 [**] Conshohocken PA 19428 [**]
MAI / MFC 4010 006407001 [**] Corry PA 16407 [**]
HIS 7010 712480001 [**] Danville PA 17821 [**]
MAI / MFC 1010 008731001 [**] Delaware Water Gap PA 18327 [**]
MAI / MFC 1020 020716022 [**] Duncansville PA 16635 [**]
HIS 7010 713290001 [**] Dunmore PA 18512 [**]
MAI / MFC 4010 025283001 [**] Eddystone PA 19022 [**]
MAI / MFC 1010 013116001 [**] Edgemont PA 19028 [**]
CLS 3010 009371001 [**] Erie PA 16505 [**]
CLS 3010 033546001 [**] Erie PA 16505 [**]
CLS 3010 034824002 [**] Essing PA 19029 [**]
CLS 3010 033088001 [**] Essington PA 19029 [**]
MAI / MFC 1010 008157005 [**] Frakville PA 17931 [**]
HIS 7010 712620001 [**] Gettysburg PA 17325 [**]
MAI / MFC 1010 025464001 [**] Glen Rock PA 17327 [**]
CLS 3010 005453001 [**] Glenolden PA 19036 [**]
MAI / MFC 1020 020716021 [**] Greensburg PA 15601 [**]
CLS 3010 034787001 [**] Greensburg PA 15601 [**]
CLS 3010 034683001 [**] Harrisburg PA 17101 [**]
CLS 3010 034683002 [**] Harrisburg PA 17101 [**]
MAI / MFC 1010 002341001 [**] Hatfield PA 19440 [**]
HIS 7010 712650001 [**] Hershey PA 17033 [**]
HIS 7010 714550001 [**] Hershey PA 17033 [**]
HIS 7010 714560001 [**] Hershey PA 17033 [**]
HIS 7010 714570001 [**] Hershey PA 17033 [**]
HIS 7010 714600001 [**] Hidden Valley PA 15502 [**]
HIS 7010 712670001 [**] Horsham PA 19044 [**]
MAI / MFC 1010 011718001 [**] Kennett Square PA 19348 [**]
MAI / MFC 1010 011718002 [**] Kennett Square PA 19348 [**]
CLS 3010 007780001 [**] King of Prussia PA 19406 [**]
MAI / MFC 1010 008342004 [**] King of Prussia PA 19406 [**]
MAI / MFC 1010 008348001 [**] King of Prussia PA 19406 [**]
MAI / MFC 1010 013574004 [**] King of Prussia PA 19406 [**]
MAI / MFC 1010 013574008 [**] King of Prussia PA 19406 [**]
HIS 7010 711330001 [**] Lakeville PA 18438 [**]
CLS 3010 034806001 [**] Lancaster PA 17601 [**]
HIS 7010 712840001 [**] Lancaster PA 17602 [**]
MAI / MFC 1010 030256001 [**] Lester PA 19113 [**]
MAI / MFC 1010 034451001 [**] Levittown PA 19057 [**]
MAI / MFC 4010 006400001 [**] Linwood PA 19061 [**]
MAI / MFC 4010 006400004 [**] Linwood PA 19061 [**]
CLS 3010 034674001 [**] Malvern PA 19355 [**]
CLS 3010 034931001 [**] Malvern PA 19355 [**]
CLS 3010 036580001 [**] Malvern PA 19355 [**]
MAI / MFC 1010 013574006 [**] Mars PA 16046 [**]
MAI / MFC 1020 020716023 [**] Monroeville PA 15146 [**]
MAI / MFC 1010 012595501 [**] Morrisville PA 19067 [**]
MAI / MFC 1010 013574002 [**] Morrisville PA 19067 [**]
HIS 7010 717310001 [**] Mount Pocono PA 18344 [**]
Appendix F-1-45
<PAGE> 77
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 4010 022884003 [**] Mountaintop PA 18707 [**]
HIS 7010 720910001 [**] Mt. Pocono PA 18344 [**]
MAI / MFC 1020 020716018 [**] New Kensington PA 15068 [**]
MAI / MFC 4010 032203010 [**] New Stanton PA 15672 [**]
MAI / MFC 1030 002198501 [**] Northumberland PA 17857 [**]
MAI / MFC 4010 036980001 [**] Northumberland PA 17857 [**]
MAI / MFC 4010 020732508 [**] Nottingham PA 19362 [**]
MAI / MFC 1010 013574009 [**] Parkesburg PA 19365 [**]
MAI / MFC 1010 002908001 [**] Philadelphia PA 19137 [**]
CLS 3010 002135504 [**] Philadelphia PA 19153 [**]
CLS 3010 005046001 [**] Philadelphia PA 19153 [**]
CLS 3010 005862001 [**] Philadelphia PA 19153 [**]
MAI / MFC 1010 006310001 [**] Philadelphia PA 19103 [**]
MAI / MFC 1010 010663001 [**] Philadelphia PA 19116 [**]
MAI / MFC 1010 011854001 [**] Philadelphia PA 19154 [**]
MAI / MFC 1010 013116004 [**] Philadelphia PA 19127 [**]
MAI / MFC 1010 014393002 [**] Philadelphia PA 19140 [**]
MAI / MFC 1010 017183001 [**] Philadelphia PA 19154 [**]
CLS 3010 020990001 [**] Philadelphia PA 19103 [**]
CLS 3010 031737001 [**] PHILADELPHIA PA 19153 [**]
CLS 3010 034779001 [**] PHILADELPHIA PA 19145 [**]
CLS 3010 034824001 [**] Philadelphia PA 19106 [**]
CLS 3010 035007001 [**] PHILADELPHIA PA 19104 [**]
MAI / MFC 1020 035387001 [**] Philadelphia PA 19154 [**]
HIS 7010 710140001 [**] Philadelphia PA 19131 [**]
HIS 7010 713670001 [**] Philadelphia PA 19107 [**]
HIS 7010 715160001 [**] Philadelphia PA 19102 [**]
MAI / MFC 1020 020716017 [**] Pittsburgh PA 15227 [**]
MAI / MFC 1020 020716019 [**] Pittsburgh PA 15209 [**]
MAI / MFC 1010 030260501 [**] Pittsburgh PA 15237 [**]
HIS 7010 713180001 [**] Pittsburgh PA 15209 [**]
HIS 7010 716740001 [**] Pittsburgh PA 15222 [**]
HIS 7010 721690001 [**] Pittsburgh PA 15230 [**]
CLS 3010 019024001 [**] Plymouth Meeting PA 19462 [**]
CLS 3010 034834001 [**] POCONO MANOR PA 18349 [**]
MAI / MFC 1010 007933001 [**] Pottstown PA 19464 [**]
MAI / MFC 1020 014825001 [**] Scranton PA 18509 [**]
CLS 3010 002135001 [**] Sharon Hill PA 19079 [**]
CLS 3010 002165001 [**] Sharon Hill PA 19079 [**]
CLS 3010 019008001 [**] SHARON HILL PA 19079 [**]
CLS 3010 019298001 [**] Sharon Hill PA 19079 [**]
CLS 3010 035328001 [**] Skytop PA 18357 [**]
CLS 3010 034989001 [**] State College PA 16803 [**]
HIS 7010 713140001 [**] State College PA 16801 [**]
HIS 7010 717500001 [**] State College PA 16803 [**]
HIS 7010 718280001 [**] State College PA 16803 [**]
CLS 3010 018948001 [**] Trevose PA 19053 [**]
MAI / MFC 1010 001542001 [**] Tullytown PA 19007 [**]
CLS 3010 034665001 [**] Valley Forge PA 19482 [**]
CLS 3010 031739001 [**] Wayne PA 19087 [**]
MAI / MFC 1010 013574001 [**] West Chester PA 19381 [**]
MAI / MFC 1010 013574007 [**] West Chester PA 19380 [**]
MAI / MFC 1010 014393503 [**] West Chester PA 19380 [**]
MAI / MFC 1020 035755001 [**] West Chester PA 19380 [**]
HIS 7010 717340001 [**] White Haven PA 18661 [**]
MAI / MFC 1010 016866001 [**] Wilkes-Barre PA 18702 [**]
CLS 3010 034919001 [**] WILKES-BARRE PA 18701 [**]
CLS 3010 036550001 [**] Wilkes-Barre PA 18701 [**]
MAI / MFC 4010 006404001 [**] Williamsport PA 17701 [**]
CLS 3010 036550002 [**] Williamsport PA 17701 [**]
MAI / MFC 1010 022246001 [**] York PA 17404 [**]
MAI / MFC 1010 022246002 [**] York PA 17404 [**]
HIS 7010 710980001 [**] York PA 17404 [**]
HIS 7010 718480001 [**] Charlottetown PE 00000 [**]
HIS 7010 716600001 [**] Boucherville PQ 00000 [**]
HIS 7010 714700001 [**] Dorval PQ 00000 [**]
HIS 7010 720600001 [**] Mont Tremblant PQ 00000 [**]
MAI / MFC 4010 006400005 [**] Montreal PQ 00000 [**]
CLS 3010 035231001 [**] Montreal PQ 00000 [**]
CLS 3010 035271001 [**] Montreal PQ 00000 [**]
CLS 3010 035278001 [**] Montreal PQ 00000 [**]
CLS 3010 035283001 [**] Montreal PQ 00000 [**]
CLS 3010 036619001 [**] Montreal PQ 00000 [**]
HIS 7010 711710001 [**] Montreal PQ 00000 [**]
HIS 7010 714640001 [**] Montreal PQ 00000 [**]
HIS 7010 715270001 [**] Montreal PQ 00000 [**]
HIS 7010 716010001 [**] Montreal PQ 00000 [**]
HIS 7010 716720001 [**] Montreal PQ 00000 [**]
HIS 7010 717560001 [**] Montreal PQ 00000 [**]
HIS 7010 719260001 [**] Montreal PQ 00000 [**]
HIS 7010 721130001 [**] Montreal PQ 00000 [**]
HIS 7010 715330001 [**] Pointe-Au-Pic PQ 00000 [**]
MAI / MFC 4010 021331008 [**] Quebec PQ 00000 [**]
HIS 7010 703590999 [**] Quebec City PQ 00000 [**]
HIS 7010 716840001 [**] Quebec City PQ 00000 [**]
CLS 3010 035263001 [**] St. Hayacinthe PQ 00000 [**]
MAI / MFC 4010 035113001 [**] Kenyon RI 02836 [**]
CLS 3010 015060001 [**] Newport RI 02840 [**]
CLS 3010 034593001 [**] Newport RI 02840 [**]
CLS 3010 034717001 [**] Newport RI 02840 [**]
CLS 3010 035010001 [**] Newport RI 02840 [**]
HIS 7010 717490001 [**] Newport RI 02840 [**]
HIS 7010 712120001 [**] Providence RI 02903 [**]
HIS 7010 716420001 [**] Providence RI 02903 [**]
HIS 7010 718570001 [**] Providence RI 02903 [**]
MAI / MFC 4010 006400003 [**] Riverside RI 02915 [**]
MAI / MFC 1050 016620506 [**] WARWICK RI 02886 [**]
HIS 7010 716410001 [**] Warwick RI 02800 [**]
HIS 7010 761282001 [**] Warwick RI 02888 [**]
MAI / MFC 1010 009571003 [**] Anderson SC 29624 [**]
HIS 7010 722110999 [**] Blufton SC 29910 [**]
MAI / MFC 1010 033813017 [**] Charleston SC 29406 [**]
HIS 7010 716780001 [**] Charleston SC 29401 [**]
HIS 7010 717710001 [**] Charleston SC 29401 [**]
MAI / MFC 1010 009751004 [**] Columbia SC 29209 [**]
HIS 7010 710040001 [**] Columbia SC 29201 [**]
Appendix F-1-46
<PAGE> 78
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 018661007 [**] Florence SC 29501 [**]
CLS 3010 036591001 [**] Fort Mill SC 29715 [**]
MAI / MFC 4010 033505003 [**] Fountain Inn SC 29644 [**]
HIS 7010 712590001 [**] Gaffney SC 29340 [**]
HIS 7010 721060001 [**] Goose Creek SC 29445 [**]
MAI / MFC 1010 010848001 [**] Greenville SC 29602 [**]
MAI / MFC 1010 014144015 [**] Greenville SC 29615 [**]
MAI / MFC 1010 019316001 [**] Greenville SC 29606 [**]
MAI / MFC 1010 025488502 [**] Greenville SC 29601 [**]
HIS 7010 714190001 [**] Greenville SC 29615 [**]
MAI / MFC 1010 014144014 [**] Greer SC 29650 [**]
CLS 3010 034843001 [**] Hilton Head SC 29928 [**]
HIS 7010 721530001 [**] Hilton Head Island SC 29928 [**]
CLS 3010 034981001 [**] HILTONHEAD SC 29938 [**]
CLS 3010 034730001 [**] Kiawah Island SC 29455 [**]
MAI / MFC 4010 036941001 [**] Lobeco SC 29931 [**]
HIS 7010 712960001 [**] Myrtle Beach SC 29577 [**]
HIS 7010 717360001 [**] Myrtle Beach SC 29577 [**]
MAI / MFC 1010 003839002 [**] North Charleston SC 29418 [**]
HIS 7010 713050001 [**] Orangeburg SC 29115 [**]
MAI / MFC 1010 032445002 [**] Rockhill SC 29730 [**]
MAI / MFC 1010 021110002 [**] Sumter SC 29150 [**]
MAI / MFC 1010 014144012 [**] West Columbia SC 29169 [**]
CLS 3010 036769007 [**] Keystone SD 57751 [**]
CLS 3010 034513001 [**] Rapid City SD 57709 [**]
HIS 7010 717510001 [**] Rapid City SD 57701 [**]
CLS 3010 037062001 [**] Sioux Falls SD 57104 [**]
HIS 7010 710940001 [**] Sioux Falls SD 57107 [**]
GSI 9010 036907001 [**] WAGNER SD 57380 [**]
HIS 7010 715410001 [**] Regina SK 00000 [**]
HIS 7010 719130001 [**] Regina SK 00000 [**]
CLS 3010 035292002 [**] Saskatoon SK 00000 [**]
GSI 9010 037039001 [**] Saskatoon SK 00000 [**]
HIS 7010 718180001 [**] Saskatoon SK 00000 [**]
HIS 7010 710320001 [**] Brentwood TN 37027 [**]
HIS 7010 712690001 [**] Buffalo TN 37078 [**]
MAI / MFC 1010 012029002 [**] Chattanooga TN 37405 [**]
MAI / MFC 1010 012029003 [**] Chattanooga TN 37405 [**]
MAI / MFC 1010 012029004 [**] Chattanooga TN 37407 [**]
CLS 3010 034594001 [**] Chattanooga TN 37402 [**]
CLS 3010 034680001 [**] Chattanooga TN 37402 [**]
MAI / MFC 4010 034330001 [**] Cookeville TN 38503 [**]
MAI / MFC 4010 018601004 [**] Franklin TN 37064 [**]
HIS 7010 719880001 [**] Galatin TN 37066 [**]
HIS 7010 719990001 [**] Gallatin TN 37066 [**]
HIS 7010 720100001 [**] Gallatin TN 37066 [**]
HIS 7010 720220002 [**] Gallatin TN 37066 [**]
HIS 7010 718190001 [**] Gatlinburg TN 37738 [**]
MAI / MFC 1010 036453003 [**] Hendersonville TN 37075 [**]
HIS 7010 037428001 [**] Hendersonville TN 37075 [**]
HIS 7010 722300999 [**] Hendersonville TN 00000 [**]
MAI / MFC 1010 033492001 [**] Humboldt TN 38343 [**]
MAI / MFC 1010 007887013 [**] Knoxville TN 37914 [**]
MAI / MFC 1010 014144005 [**] Knoxville TN 37914 [**]
MAI / MFC 1010 014144016 [**] Knoxville TN 37914 [**]
HIS 7010 720090001 [**] Lebanon TN 37087 [**]
MAI / MFC 4010 030826001 [**] Memphis TN 38118 [**]
MAI / MFC 1010 033148003 [**] Memphis TN 38019 [**]
MAI / MFC 1010 036326001 [**] Memphis TN 38109 [**]
HIS 7010 710120001 [**] Memphis TN 38119 [**]
HIS 7010 711110999 [**] Memphis TN 38118 [**]
HIS 7010 712930001 [**] Memphis TN 38119 [**]
HIS 7010 717190001 [**] Memphis TN 38132 [**]
HIS 7010 718220001 [**] Memphis TN 38103 [**]
HIS 7010 718230001 [**] Memphis TN 38117 [**]
HIS 7010 719220001 [**] Memphis TN 38117 [**]
HIS 7010 720580001 [**] Memphis TN 38134 [**]
MAI / MFC 4010 006406001 [**] Milan TN 38358 [**]
MAI / MFC 4010 034325001 [**] Morristown TN 37814 [**]
MAI / MFC 4010 034325002 [**] Morristown TN 37816 [**]
MAI / MFC 4010 034344002 [**] Morristown TN 37816 [**]
HIS 7010 720120001 [**] Murfreesboro TN 37130 [**]
MAI / MFC 1010 003447002 [**] Nashville TN 37212 [**]
MAI / MFC 1010 005487508 [**] Nashville TN 37214 [**]
MAI / MFC 1010 033148004 [**] Nashville TN 37210 [**]
CLS 3010 036604001 [**] Nashville TN 37228 [**]
HIS 7010 713440001 [**] Nashville TN 37203 [**]
HIS 7010 716870001 [**] Nashville TN 37203 [**]
HIS 7010 717230999 [**] Nashville TN 37203 [**]
HIS 7010 720130001 [**] Nashville TN 37203 [**]
HIS 7010 720140001 [**] Nashville TN 37072 [**]
HIS 7010 720170001 [**] Nashville TN 37214 [**]
HIS 7010 720830001 [**] Nashville TN 37203 [**]
HIS 7010 716290001 [**] Walland TN 37886 [**]
HIS 7010 760000001 [**] TX 00000 [**]
CLS 3010 010560001 [**] ABELINE TX 79601 [**]
HIS 7010 716550001 [**] Abilene TX 79605 [**]
MAI / MFC 1010 017272001 [**] Addison TX 75001 [**]
HIS 7010 710260001 [**] Amarillo TX 79102 [**]
MAI / MFC 1010 001574001 [**] Arlington TX 76006 [**]
MAI / MFC 1010 002747005 [**] Arlington TX 76006 [**]
MAI / MFC 1010 005778001 [**] Austin TX 78758 [**]
MAI / MFC 1010 005779001 [**] Austin TX 78767 [**]
MAI / MFC 1010 005779501 [**] Austin TX 78758 [**]
CLS 3010 019976001 [**] Austin TX 78734 [**]
MAI / MFC 1010 021875002 [**] Austin TX 78744 [**]
CLS 3010 025259001 [**] Austin TX 78735 [**]
CLS 3010 025265001 [**] Austin TX 78701 [**]
CLS 3010 034217001 [**] Austin TX 78752 [**]
CLS 3010 034522001 [**] Austin TX 78752 [**]
CLS 3010 034778002 [**] Austin TX 78752 [**]
CLS 3010 037197001 [**] Austin TX 78757 [**]
HIS 7010 037428002 [**] Austin TX 78746 [**]
MAI / MFC 1010 037441002 [**] Austin TX 78750 [**]
HIS 7010 710580001 [**] Austin TX 78752 [**]
HIS 7010 710670001 [**] Austin TX 78735 [**]
Appendix F-1-47
<PAGE> 79
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 714740999 [**] Austin TX 78759 [**]
HIS 7010 719550001 [**] Austin TX 78701 [**]
HIS 7010 722100001 [**] Austin TX 78741 [**]
MAI / MFC 1010 037441003 [**] Bedford TX 76021 [**]
MAI / MFC 1010 033601003 [**] Bellaire TX 77402 [**]
MAI / MFC 4010 032552001 [**] Brenham TX 77833 [**]
MAI / MFC 1010 033813021 [**] Burkburnett TX 76354 [**]
MAI / MFC 1010 021875001 [**] Carrollton TX 75007 [**]
MAI / MFC 1010 030333001 [**] Carrollton TX 75006 [**]
MAI / MFC 1010 031003001 [**] Carrollton TX 75006 [**]
MAI / MFC 4010 033297001 [**] Carrollton TX 75006 [**]
MAI / MFC 1010 037441006 [**] Center TX 75935 [**]
MAI / MFC 9999 037338024 [**] CHANNEL VIEW TX 77015 [**]
MAI / MFC 4010 030064001 [**] Cleburne TX 76033 [**]
CLS 3010 034753001 [**] CORPUS CHRISTI TX 78401 [**]
MAI / MFC 1010 037441005 [**] Corpus Christi TX 78405 [**]
HIS 7010 717040001 [**] Corpus Christi TX 78401 [**]
MAI / MFC 1010 003999001 [**] Dallas TX 75235 [**]
MAI / MFC 1010 007887010 [**] Dallas TX 75247 [**]
MAI / MFC 1010 008157009 [**] Dallas TX 75226 [**]
MAI / MFC 4010 009006001 [**] Dallas TX 75376 [**]
MAI / MFC 4010 009007001 [**] Dallas TX 75237 [**]
CLS 3010 010557001 [**] DALLAS TX 75234 [**]
MAI / MFC 1010 011985002 [**] Dallas TX 75247 [**]
CLS 3010 013711001 [**] Dallas TX 75220 [**]
CLS 3010 015067001 [**] Dallas TX 75205 [**]
MAI / MFC 1010 015888001 [**] Dallas TX 75235 [**]
MAI / MFC 1010 016060002 [**] Dallas TX 75247 [**]
CLS 3010 016091001 [**] Dallas TX 75234 [**]
MAI / MFC 1010 018024001 [**] Dallas TX 75201 [**]
MAI / MFC 1010 020501001 [**] Dallas TX 75208 [**]
MAI / MFC 1010 020501003 [**] Dallas TX 75237 [**]
MAI / MFC 1010 020501004 [**] Dallas TX 75237 [**]
CLS 3010 030234001 [**] Dallas TX 75201 [**]
CLS 3010 033047001 [**] Dallas TX 75225 [**]
MAI / MFC 1010 033601002 [**] Dallas TX 75229 [**]
MAI / MFC 1010 034235001 [**] Dallas TX 75240 [**]
CLS 3010 034832001 [**] DALLAS TX 75201 [**]
CLS 3010 035065001 [**] Dallas TX 75201 [**]
CLS 3010 035469001 [**] Dallas TX 75219 [**]
MAI / MFC 1020 035755002 [**] Dallas TX 75234 [**]
CLS 3010 036601001 [**] Dallas TX 75244 [**]
CLS 3010 036921001 [**] Dallas TX 75240 [**]
MAI / MFC 4010 037031001 [**] Dallas TX 75381 [**]
HIS 7010 710180001 [**] Dallas TX 75202 [**]
HIS 7010 710910001 [**] Dallas TX 75234 [**]
HIS 7010 711880001 [**] Dallas TX 75234 [**]
HIS 7010 712850001 [**] Dallas TX 75251 [**]
HIS 7010 714400001 [**] Dallas TX 75244 [**]
HIS 7010 714410001 [**] Dallas TX 75244 [**]
HIS 7010 714420001 [**] Dallas TX 75240 [**]
HIS 7010 714450001 [**] Dallas TX 75244 [**]
HIS 7010 716760001 [**] Dallas TX 75420 [**]
HIS 7010 717200001 [**] Dallas TX 75206 [**]
HIS 7010 717300001 [**] Dallas TX 75240 [**]
HIS 7010 720760001 [**] Dallas TX 75207 [**]
HIS 7010 721520001 [**] Dallas TX 75240 [**]
HIS 7010 721820001 [**] Dallas TX 75207 [**]
HIS 7010 722390001 [**] Dallas TX 75240 [**]
HIS 7010 761125001 [**] Dallas TX 75244 [**]
CLS 3010 034762001 [**] Dallas Fort Worth TX 75261 [**]
HIS 7010 760761001 [**] Dalton TX 30720 [**]
CLS 3010 015059001 [**] Denton TX 76205 [**]
CLS 3010 021719001 [**] Denton TX 76205 [**]
CLS 3010 008084001 [**] El Paso TX 79925 [**]
MAI / MFC 1010 019145001 [**] El Paso TX 79912 [**]
MAI / MFC 4010 019145005 [**] El Paso TX 79913 [**]
CLS 3010 034818001 [**] EL PASO TX 79901 [**]
HIS 7010 711460001 [**] El Paso TX 79901 [**]
HIS 7010 718140001 [**] El Paso TX 79925 [**]
HIS 7010 722070001 [**] El Paso TX 79905 [**]
HIS 7010 722070999 [**] El Paso TX 79905 [**]
MAI / MFC 1010 001358001 [**] Fort Worth TX 76161 [**]
MAI / MFC 1010 007316001 [**] Fort Worth TX 76107 [**]
MAI / MFC 4010 010911001 [**] Fort Worth TX 76111 [**]
MAI / MFC 4010 032203011 [**] Fort Worth TX 76107 [**]
CLS 3010 035557001 [**] Fort Worth TX 76103 [**]
HIS 7010 718970001 [**] Fort Worth TX 76101 [**]
HIS 7010 719160001 [**] Fort Worth TX 76102 [**]
HIS 7010 760737001 [**] Fort Worth TX 00000 [**]
MAI / MFC 1010 031626001 [**] Freeport TX 77541 [**]
MAI / MFC 1010 020492001 [**] Ft. Worth TX 76134 [**]
HIS 7010 760405001 [**] Ft.Worth TX 76134 [**]
CLS 3010 025161001 [**] Galveston TX 77551 [**]
CLS 3010 034780001 [**] Galveston TX 77550 [**]
CLS 3010 034780002 [**] Galveston TX 77553 [**]
HIS 7010 714320001 [**] Galveston TX 77550 [**]
HIS 7010 715280001 [**] Galveston TX 77550 [**]
HIS 7010 716300001 [**] Galveston TX 77551 [**]
HIS 7010 719370001 [**] Galveston TX 77550 [**]
HIS 7010 721140001 [**] Galveston TX 77550 [**]
CLS 3010 006508001 [**] Galveston Island TX 77550 [**]
MAI / MFC 1010 000810501 [**] Garland TX 75042 [**]
HIS 7010 760620001 [**] Garland TX 75043 [**]
HIS 7010 766200001 [**] Garland TX 75043 [**]
MAI / MFC 1010 000851002 [**] Grand Prairie TX 75050 [**]
MAI / MFC 4010 020732004 [**] Grand Prairie TX 75050 [**]
MAI / MFC 4010 020732507 [**] Grand Prairie TX 75050 [**]
MAI / MFC 1020 033842001 [**] Grand Prairie TX 75051 [**]
MAI / MFC 1010 033781001 [**] Grand Saline TX 75140 [**]
HIS 7010 714620001 [**] Grapevine TX 76051 [**]
MAI / MFC 1010 017183004 [**] Halton City TX 76117 [**]
MAI / MFC 1010 000782001 [**] Houston TX 77055 [**]
MAI / MFC 1010 000810505 [**] Houston TX 77092 [**]
MAI / MFC 1010 001359501 [**] Houston TX 77049 [**]
MAI / MFC 1030 006365001 [**] Houston TX 77007 [**]
Appendix F-1-48
<PAGE> 80
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1020 006909001 [**] Houston TX 77092 [**]
MAI / MFC 1010 007887006 [**] Houston TX 77090 [**]
MAI / MFC 4010 009006004 [**] Houston TX 77039 [**]
MAI / MFC 1010 014144034 [**] Houston TX 77013 [**]
MAI / MFC 1010 015077001 [**] Houston TX 77046 [**]
MAI / MFC 1010 016669001 [**] Houston TX 77061 [**]
MAI / MFC 1010 017183005 [**] Houston TX 77008 [**]
MAI / MFC 1010 017183009 [**] Houston TX 77008 [**]
MAI / MFC 1010 020258001 [**] Houston TX 77086 [**]
MAI / MFC 1010 021591001 [**] Houston TX 77058 [**]
MAI / MFC 1090 022936001 [**] HOUSTON TX 77033 [**]
CLS 3010 025425001 [**] Houston TX 77056 [**]
MAI / MFC 1010 025827001 [**] Houston TX 77075 [**]
MAI / MFC 1010 030301001 [**] Houston TX 77041 [**]
MAI / MFC 4010 030601006 [**] Houston TX 77041 [**]
MAI / MFC 1010 030733001 [**] Houston TX 77043 [**]
MAI / MFC 4010 032203012 [**] Houston TX 77020 [**]
MAI / MFC 1010 032337001 [**] Houston TX 77041 [**]
MAI / MFC 1010 032741001 [**] Houston TX 77098 [**]
MAI / MFC 1010 032742001 [**] Houston TX 77052 [**]
MAI / MFC 1020 033557001 [**] Houston TX 77013 [**]
MAI / MFC 1020 033557002 [**] Houston TX 77213 [**]
MAI / MFC 1010 033601001 [**] Houston TX 77081 [**]
MAI / MFC 1010 033813014 [**] Houston TX 77078 [**]
CLS 3010 034599001 [**] Houston TX 77204 [**]
CLS 3010 034709001 [**] Houston TX 77092 [**]
CLS 3010 034710001 [**] Houston TX 77024 [**]
CLS 3010 034929001 [**] Houston TX 77027 [**]
MAI / MFC 1010 036274001 [**] Houston TX 77041 [**]
CLS 3010 036634001 [**] Houston TX 77204 [**]
CLS 3010 037259001 [**] Houston TX 77027 [**]
MAI / MFC 1010 037441004 [**] Houston TX 77082 [**]
MAI / MFC 1010 037441009 [**] Houston TX 77070 [**]
HIS 7010 710090001 [**] Houston TX 77042 [**]
HIS 7010 713710001 [**] Houston TX 77227 [**]
HIS 7010 714470001 [**] Houston TX 77030 [**]
HIS 7010 714530001 [**] Houston TX 77002 [**]
HIS 7010 715450001 [**] Houston TX 77060 [**]
HIS 7010 717050001 [**] Houston TX 77056 [**]
HIS 7010 717770001 [**] Houston TX 77056 [**]
HIS 7010 719080999 [**] Houston TX 77054 [**]
HIS 7010 719530001 [**] Houston TX 77054 [**]
HIS 7010 719600001 [**] Houston TX 77032 [**]
HIS 7010 719910001 [**] Houston TX 77054 [**]
HIS 7010 720020001 [**] Houston TX 77079 [**]
HIS 7010 720030001 [**] Houston TX 77074 [**]
HIS 7010 720040001 [**] Houston TX 77079 [**]
HIS 7010 720660001 [**] Houston TX 77046 [**]
HIS 7010 721570001 [**] Houston TX 77056 [**]
HIS 7010 721860001 [**] Houston TX 77000 [**]
HIS 7010 722140001 [**] Houston TX 77061 [**]
CLS 3010 003781012 [**] Irving TX 75062 [**]
MAI / MFC 1010 014144035 [**] Irving TX 75061 [**]
CLS 3010 018817001 [**] Irving TX 75038 [**]
CLS 3010 036542001 [**] Irving TX 75038 [**]
CLS 3010 036599001 [**] Irving TX 75038 [**]
HIS 7010 713520001 [**] Irving TX 75038 [**]
HIS 7010 714430001 [**] Irving TX 75063 [**]
HIS 7010 714460001 [**] Irving TX 75063 [**]
HIS 7010 714930001 [**] Irving TX 75062 [**]
HIS 7010 719610001 [**] Irving TX 75063 [**]
HIS 7010 761274001 [**] Irving TX 75063 [**]
MAI / MFC 1010 019679501 [**] Katy TX 77449 [**]
HIS 7010 720460001 [**] League City TX 77573 [**]
HIS 7010 710640001 [**] Lubbock TX 79424 [**]
MAI / MFC 4010 034339001 [**] Mesquite TX 75149 [**]
CLS 3010 034218001 [**] Midland TX 79701 [**]
HIS 7010 710440001 [**] Montgomery TX 77356 [**]
MAI / MFC 4010 032551001 [**] N. Richland Hills TX 76180 [**]
MAI / MFC 1010 021591501 [**] Pasadena TX 77502 [**]
MAI / MFC 1010 001430001 [**] Plano TX 75074 [**]
MAI / MFC 1010 030259001 [**] Plano TX 75074 [**]
HIS 7010 714440001 [**] Plano TX 75074 [**]
CLS 3010 018618001 [**] POTTSBORO TX 75076 [**]
CLS 3010 034881001 [**] Rancho Viejo TX 78575 [**]
CLS 3010 034966001 [**] Richardson TX 75083 [**]
CLS 3010 035189002 [**] Richardson TX 75081 [**]
HIS 7010 720470001 [**] Richardson TX 75081 [**]
HIS 7010 721990999 [**] Richardson TX 75081 [**]
MAI / MFC 1010 032897001 [**] Roound Rock TX 78681 [**]
HIS 7010 718890001 [**] S. Padre Island TX 78597 [**]
MAI / MFC 1010 000782505 [**] San Antonio TX 78216 [**]
MAI / MFC 1010 000810502 [**] San Antonio TX 78233 [**]
MAI / MFC 1020 008708001 [**] San Antonio TX 78265 [**]
MAI / MFC 4010 009006003 [**] San Antonio TX 78227 [**]
MAI / MFC 1010 014144036 [**] San Antonio TX 78219 [**]
MAI / MFC 1010 016468001 [**] San Antonio TX 78217 [**]
MAI / MFC 4010 032203013 [**] San Antonio TX 77020 [**]
MAI / MFC 1010 033688003 [**] San Antonio TX 78219 [**]
CLS 3010 033693001 [**] San Antonio TX 78205 [**]
CLS 3010 034011001 [**] San Antonio TX 78205 [**]
CLS 3010 034640001 [**] San Antonio TX 78205 [**]
CLS 3010 034678001 [**] San Antonio TX 78205 [**]
CLS 3010 035181001 [**] San Antonio TX 78205 [**]
CLS 3010 035197001 [**] San Antonio TX 78205 [**]
MAI / MFC 1020 035867001 [**] San Antonio TX 78219 [**]
CLS 3010 036600001 [**] San Antonio TX 78201 [**]
MAI / MFC 1010 037441007 [**] San Antonio TX 78247 [**]
HIS 7010 716580001 [**] San Antonio TX 78205 [**]
HIS 7010 719800999 [**] San Antonio TX 78216 [**]
HIS 7010 720190001 [**] San Antonio TX 78209 [**]
HIS 7010 720500001 [**] San Antonio TX 78298 [**]
HIS 7010 720920001 [**] San Antonio TX 78205 [**]
HIS 7010 721660999 [**] San Antonio TX 78201 [**]
HIS 7010 721910001 [**] San Antonio TX 78201 [**]
MAI / MFC 4010 035513001 [**] Seguin TX 78155 [**]
Appendix F-1-49
<PAGE> 81
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
HIS 7010 713310001 [**] South Padre Island TX 78597 [**]
MAI / MFC 4010 009007002 [**] Stafford TX 77477 [**]
MAI / MFC 4010 009007005 [**] Stafford TX 77497 [**]
HIS 7010 720200001 [**] Sugarland TX 77478 [**]
MAI / MFC 1010 037441008 [**] Temple TX 76501 [**]
MAI / MFC 4010 020472004 [**] Tyler TX 75703 [**]
MAI / MFC 1010 021591002 [**] Tyler TX 75702 [**]
MAI / MFC 4010 021444001 [**] Waxahachie TX 75165 [**]
MAI / MFC 1010 002747012 [**] Webster TX 77598 [**]
CLS 3010 031927001 [**] West Columbia TX 77486 [**]
CLS 3010 034928001 [**] Wichita Falls TX 76305 [**]
CLS 3010 034928002 [**] Wichita Falls TX 76301 [**]
HIS 7010 721740001 [**] Wichita Falls TX 76301 [**]
HIS 7010 721810001 [**] Woodlands TX 77381 [**]
CLS 3010 037463002 [**] Brian Head UT 84719 [**]
CLS 3010 036769005 [**] Bryce Canyon UT 84717 [**]
HIS 7010 721160001 [**] Cedar City UT 84720 [**]
MAI / MFC 1010 005035001 [**] Farmington UT 84025 [**]
MAI / MFC 1010 017868001 [**] Lindon UT 84042 [**]
MAI / MFC 1010 012553001 [**] Ogden UT 84401 [**]
MAI / MFC 1010 012553002 [**] OGDEN UT 84405 [**]
CLS 3010 036674001 [**] Park City UT 84060 [**]
CLS 3010 035055001 [**] PROVO UT 84604 [**]
MAI / MFC 1010 013987001 [**] Salt Lake City UT 84101 [**]
MAI / MFC 1010 030262001 [**] Salt Lake City UT 84121 [**]
MAI / MFC 1010 032258001 [**] Salt Lake City UT 84107 [**]
MAI / MFC 1010 032258002 [**] Salt Lake City UT 84157 [**]
MAI / MFC 1010 033241002 [**] Salt Lake City UT 84119 [**]
MAI / MFC 1010 034486001 [**] Salt Lake City UT 84101 [**]
CLS 3010 034846001 [**] SALT LAKE CITY UT 84111 [**]
MAI / MFC 4010 037256001 [**] Salt Lake City UT 84157 [**]
CLS 3010 015340002 [**] Snowbird UT 84092 [**]
CLS 3010 015340003 [**] Snowbird UT 84092 [**]
MAI / MFC 1010 017119502 [**] South Salt Lake UT 84119 [**]
CLS 3010 036769003 [**] Springdale UT 84767 [**]
MAI / MFC 1010 022216002 [**] West Valley City UT 84119 [**]
MAI / MFC 1020 010780001 [**] Alexandria VA 22304 [**]
MAI / MFC 1010 012407505 [**] Alexandria VA 22314 [**]
MAI / MFC 1010 017183010 [**] Alexandria VA 22301 [**]
MAI / MFC 1010 020716004 [**] Alexandria VA 22302 [**]
CLS 3010 025312001 [**] Alexandria VA 22304 [**]
MAI / MFC 1010 033718001 [**] Alexandria VA 22301 [**]
MAI / MFC 1010 022280001 [**] Arlington VA 22206 [**]
CLS 3010 034839001 [**] Arlington VA 22209 [**]
CLS 3010 034877001 [**] Arlington VA 22203 [**]
CLS 3010 036552001 [**] Arlington VA 22209 [**]
CLS 3010 036558001 [**] Arlington VA 22202 [**]
CLS 3010 036670001 [**] Arlington VA 22209 [**]
HIS 7010 720750001 [**] Arlington VA 22202 [**]
HIS 7010 722260001 [**] Arlington VA 22202 [**]
CLS 3010 036544001 [**] Arlinton VA 22202 [**]
HIS 7010 711290001 [**] Burlingame VA 94011 [**]
HIS 7010 721420001 [**] Chantilly VA 22021 [**]
MAI / MFC 1020 031767004 [**] Chesapeake VA 23320 [**]
MAI / MFC 1030 014060006 [**] Chester VA 23831 [**]
MAI / MFC 1010 031303502 [**] Chester VA 23831 [**]
HIS 7010 712440001 [**] Christianburg VA 24073 [**]
MAI / MFC 1010 020716008 [**] Fairfax VA 22030 [**]
MAI / MFC 1010 020883502 [**] Franklin VA 23851 [**]
MAI / MFC 1020 010880003 [**] Glen Allen VA 23060 [**]
HIS 7010 712510001 [**] Herndon VA 22070 [**]
HIS 7010 721370001 [**] Herndon VA 22070 [**]
CLS 3010 036608001 [**] Leesburg VA 22075 [**]
HIS 7010 716660001 [**] Leesburgs VA 22075 [**]
MAI / MFC 1020 033502001 [**] Lorton VA 22079 [**]
CLS 3010 036671001 [**] Luray VA 22835 [**]
MAI / MFC 1020 031767005 [**] Lynchburg VA 24504 [**]
MAI / MFC 1010 020716007 [**] Maryfield VA 22042 [**]
CLS 3010 037483001 [**] McGaheysville VA 22840 [**]
CLS 3010 037484001 [**] McGaheysville VA 22840 [**]
CLS 3010 010413001 [**] Newport News VA 23606 [**]
MAI / MFC 1010 031966003 [**] Newport News VA 23602 [**]
MAI / MFC 1020 020883002 [**] Norfolk VA 23502 [**]
HIS 7010 717830001 [**] Norfolk VA 23510 [**]
MAI / MFC 1020 007282001 [**] Richmond VA 23222 [**]
MAI / MFC 1020 010880001 [**] Richmond VA 23227 [**]
MAI / MFC 1020 014060001 [**] Richmond VA 23218 [**]
MAI / MFC 1010 014060004 [**] Richmond VA 23218 [**]
MAI / MFC 1030 031303501 [**] Richmond VA 23223 [**]
MAI / MFC 1010 014144018 [**] RICHMOND VA 23234 [**]
MAI / MFC 1020 019811001 [**] Richmond VA 23227 [**]
MAI / MFC 1010 020457001 [**] Richmond VA 23230 [**]
MAI / MFC 1020 020716015 [**] Richmond VA 23294 [**]
MAI / MFC 1020 020883001 [**] Richmond VA 23230 [**]
MAI / MFC 1030 021670001 [**] Richmond VA 23225 [**]
MAI / MFC 1030 021670002 [**] Richmond VA 23225 [**]
MAI / MFC 1010 031303503 [**] Richmond VA 23218 [**]
MAI / MFC 1020 031767001 [**] Richmond VA 23219 [**]
MAI / MFC 1020 031767003 [**] Richmond VA 23222 [**]
MAI / MFC 1010 031966002 [**] Richmond VA 23225 [**]
MAI / MFC 4010 032249006 [**] Richmond VA 23228 [**]
MAI / MFC 1020 033032008 [**] Richmond VA 23237 [**]
HIS 7010 710390001 [**] Richmond VA 23060 [**]
HIS 7010 717860001 [**] Richmond VA 23219 [**]
MAI / MFC 1020 011299001 [**] Roanoke VA 24012 [**]
MAI / MFC 1010 014144021 [**] Roanoke VA 24012 [**]
MAI / MFC 1020 033032007 [**] Roanoke VA 24013 [**]
HIS 7010 713210001 [**] Roanoke VA 24016 [**]
MAI / MFC 1020 003629001 [**] Sandston VA 23231 [**]
MAI / MFC 1020 010779001 [**] Sandston VA 23150 [**]
CLS 3010 034696001 [**] SANDSTON VA 23150 [**]
MAI / MFC 1010 014060003 [**] Sandstone VA 23150 [**]
CLS 3010 035025006 [**] Shenandoah Nat'l Park VA 22835 [**]
MAI / MFC 1050 031303505 [**] Smithfield VA 23431 [**]
MAI / MFC 1020 021774001 [**] South Hill VA 23970 [**]
MAI / MFC 1020 004029001 [**] Springfield VA 22153 [**]
Appendix F-1-50
<PAGE> 82
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1010 008389001 [**] Springfield VA 22153 [**]
HIS 7010 720490001 [**] Springfield VA 22150 [**]
HIS 7010 713350001 [**] Staunton VA 24401 [**]
MAI / MFC 1010 020716009 [**] Sterling VA 20705 [**]
MAI / MFC 1010 031966001 [**] Virginia Beach VA 23462 [**]
CLS 3010 034575001 [**] Virginia Beach VA 23464 [**]
CLS 3010 034912001 [**] Virginia Beach VA 23451 [**]
CLS 3010 035241001 [**] Virginia Beach VA 23463 [**]
CLS 3010 036531001 [**] Virginia Beach VA 23451 [**]
HIS 7010 713030001 [**] Virginia Beach VA 23451 [**]
HIS 7010 718810001 [**] Virginia Beach VA 23451 [**]
HIS 7010 721300001 [**] Virginia Beach VA 23451 [**]
HIS 7010 711690001 [**] Burlington VT 05401 [**]
HIS 7010 719570001 [**] Burlington VT 05401 [**]
MAI / MFC 1010 035873001 [**] St. Johnsberry VT 05819 [**]
CLS 3010 034977001 [**] Warren VT 05674 [**]
CLS 3010 034977002 [**] Warren VT 05674 [**]
MAI / MFC 1020 022265001 [**] Auburn WA 98071 [**]
GSI 9010 036903001 [**] Auburn WA 98071 [**]
MAI / MFC 1050 035694001 [**] Bainbridge Island WA 98116 [**]
CLS 3010 020132001 [**] Blaine WA 98230 [**]
MAI / MFC 1010 032994001 [**] Burlington WA 98233 [**]
MAI / MFC 4010 035513002 [**] Burlington WA 98233 [**]
GSI 9010 036717001 [**] Deming WA 98244 [**]
CLS 3010 033630001 [**] Everett WA 98208 [**]
CLS 3010 035036001 [**] Everett WA 98201 [**]
CLS 3010 035180001 [**] Issaquah WA 98027 [**]
CLS 3010 036532001 [**] Kennewick WA 99336 [**]
MAI / MFC 1010 009464001 [**] Kent WA 98032 [**]
MAI / MFC 1010 021814002 [**] Kent WA 98032 [**]
MAI / MFC 1020 025828502 [**] Kent WA 98032 [**]
GSI 9010 037462001 [**] Kent WA 98032 [**]
MAI / MFC 1010 003332005 [**] KIRKLAND WA 98034 [**]
HIS 7010 037439001 [**] Kirkland WA 98033 [**]
HIS 7010 714260001 [**] Moses Lake WA 98837 [**]
HIS 7010 720900999 [**] Moses Lake WA 00000 [**]
HIS 7013 718410999 [**] Perth WA 6000 [**]
CLS 3010 035025007 [**] Port Angeles WA 98362 [**]
CLS 3010 036578001 [**] Quinault WA 98575 [**]
MAI / MFC 1010 025292001 [**] Redmond WA 98052 [**]
MAI / MFC 1010 032114002 [**] Redmond WA 98052 [**]
MAI / MFC 1020 002564001 [**] Seattle WA 98133 [**]
MAI / MFC 1020 016504001 [**] Seattle WA 98134 [**]
MAI / MFC 1020 003248001 [**] Seattle WA 98138 [**]
MAI / MFC 1020 021195001 [**] Seattle WA 98103 [**]
MAI / MFC 1030 022346001 [**] Seattle WA 98109 [**]
MAI / MFC 1020 031053001 [**] Seattle WA 98108 [**]
CLS 3010 034206001 [**] Seattle WA 98101 [**]
CLS 3010 034511001 [**] Seattle WA 98188 [**]
CLS 3010 034557001 [**] Seattle WA 98101 [**]
CLS 3010 034890001 [**] Seattle WA 98101 [**]
CLS 3010 034964001 [**] SEATTLE WA 98104 [**]
CLS 3010 035012001 [**] Seattle WA 98188 [**]
CLS 3010 035038001 [**] Seattle WA 98188 [**]
CLS 3010 035038002 [**] Seattle WA 98188 [**]
CLS 3010 035039001 [**] Seattle WA 98101 [**]
CLS 3010 035040001 [**] Seattle WA 98101 [**]
CLS 3010 035413001 [**] Seattle WA 98111 [**]
CLS 3010 036520001 [**] Seattle WA 98121 [**]
CLS 3010 036533004 [**] Seattle WA 98101 [**]
CLS 3010 036637002 [**] Seattle WA 98101 [**]
CLS 3010 036682001 [**] Seattle WA 98101 [**]
HIS 7010 710220001 [**] Seattle WA 98104 [**]
HIS 7010 713770001 [**] Seattle WA 98121 [**]
HIS 7010 717150001 [**] Seattle WA 98101 [**]
HIS 7010 720810001 [**] Seattle WA 98104 [**]
HIS 7010 721350001 [**] Seattle WA 98121 [**]
CLS 3010 036607001 [**] Silverdale WA 98383 [**]
CLS 3010 036779001 [**] Silverdale WA 98383 [**]
CLS 3010 034898001 [**] SNOQUALMIE WA 98065 [**]
CLS 3010 007324001 [**] Spokane WA 99201 [**]
MAI / MFC 1010 014465001 [**] Spokane WA 99204 [**]
MAI / MFC 1020 015673001 [**] Spokane WA 99201 [**]
MAI / MFC 1020 016501001 [**] Spokane WA 99201 [**]
MAI / MFC 1020 020422001 [**] Spokane WA 99202 [**]
CLS 3010 021412001 [**] Spokane WA 99201 [**]
MAI / MFC 1020 025828001 [**] Spokane WA 99220 [**]
MAI / MFC 1010 031215001 [**] Spokane WA 99202 [**]
CLS 3010 034718001 [**] SPOKANE WA 99202 [**]
CLS 3010 034855001 [**] SPOKANE WA 99206 [**]
CLS 3010 034884001 [**] Spokane WA 99204 [**]
MAI / MFC 1010 036194001 [**] Spokane WA 99204 [**]
CLS 3010 036533001 [**] Spokane WA 99202 [**]
CLS 3010 036533002 [**] Spokane WA 99201 [**]
HIS 7010 720350001 [**] Stevenson WA 98648 [**]
HIS 7010 713380001 [**] Tacoma WA 98409 [**]
HIS 7010 719830001 [**] Tacoma WA 98402 [**]
MAI / MFC 1010 000780002 [**] Tukwila WA 98188 [**]
MAI / MFC 1010 020582001 [**] Tukwila WA 98188 [**]
MAI / MFC 4010 015938503 [**] Tukwila WA 98188 [**]
MAI / MFC 4010 015938002 [**] Vancouver WA 98660 [**]
CLS 3010 035531001 [**] Wenatchee WA 98801 [**]
CLS 3010 036623001 [**] Wenatchee WA 98801 [**]
MAI / MFC 1030 033396001 [**] Woodinville WA 98072 [**]
CLS 3010 035472001 [**] Yakima WA 98901 [**]
CLS 3010 036840001 [**] Yakima WA 98901 [**]
MAI / MFC 1010 001683501 [**] Appleton WI 54913 [**]
MAI / MFC 1010 005533001 [**] Appleton WI 54914 [**]
MAI / MFC 1010 007453001 [**] Appleton WI 54915 [**]
MAI / MFC 1010 035133001 [**] Appleton WI 54914 [**]
HIS 7010 721800001 [**] Ashland WI 54806 [**]
MAI / MFC 4010 001049003 [**] Black Creek WI 54106 [**]
MAI / MFC 1010 001173001 [**] Brookfield WI 53008 [**]
CLS 3010 002731001 [**] Brookfield WI 53005 [**]
CLS 3010 002731003 [**] Brookfield WI 53008 [**]
MAI / MFC 1020 032652002 [**] Brookfield WI 53005 [**]
Appendix F-1-51
<PAGE> 83
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS
OF THIS DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.1 HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CUST.
DIVISION CLASS SITE # NAME CITY ST ZIP MASTER #
MAI / MFC 1020 005118001 [**] Clinton WI 53525 [**]
MAI / MFC 1020 005118002 [**] Clinton WI 53525 [**]
MAI / MFC 1010 014789503 [**] Clinton WI 53525 [**]
MAI / MFC 1010 006354002 [**] Eagle WI 53119 [**]
CLS 3010 012059001 [**] GENOA CITY WI 53181 [**]
MAI / MFC 1010 008621001 [**] Germantown WI 53022 [**]
MAI / MFC 1010 001683001 [**] Green Bay WI 54302 [**]
MAI / MFC 4010 030816003 [**] Green Bay WI 54306 [**]
HIS 7010 714540001 [**] Green Lake WI 54941 [**]
CLS 3010 001209001 [**] Greenlake WI 54941 [**]
GSI 9010 037085001 [**] Hayward WI 54843 [**]
MAI / MFC 1010 014144027 [**] Janesville WI 53545 [**]
MAI / MFC 1010 013777001 [**] Johnson Creek WI 53038 [**]
MAI / MFC 1010 033813009 [**] Madison WI 53711 [**]
HIS 7010 710860001 [**] Madison WI 53705 [**]
HIS 7010 711990001 [**] Madison WI 53703 [**]
CLS 3010 034921001 [**] Manitowac WI 54220 [**]
MAI / MFC 4010 034337001 [**] Manitowoc WI 54220 [**]
MAI / MFC 1010 005190001 [**] Milwaukee WI 53226 [**]
MAI / MFC 1010 010092001 [**] Milwaukee WI 53214 [**]
MAI / MFC 4010 013069001 [**] Milwaukee WI 53218 [**]
MAI / MFC 1010 014144037 [**] Milwaukee WI 53219 [**]
MAI / MFC 1010 015194001 [**] Milwaukee WI 53224 [**]
MAI / MFC 4010 021477001 [**] Milwaukee WI 53209 [**]
MAI / MFC 4010 021477002 [**] Milwaukee WI 53223 [**]
MAI / MFC 1010 033143003 [**] Milwaukee WI 53204 [**]
MAI / MFC 1010 033143005 [**] Milwaukee WI 53233 [**]
MAI / MFC 4010 032483001 [**] Milwaukee WI 53223 [**]
MAI / MFC 4010 032816001 [**] Milwaukee WI 53202 [**]
HIS 7010 717230001 [**] Milwaukee WI 53203 [**]
HIS 7010 718290001 [**] Milwaukee WI 53202 [**]
HIS 7010 710310001 [**] Minaqua WI 54548 [**]
MAI / MFC 1010 011905001 [**] Neenah WI 54956 [**]
MAI / MFC 4010 030816004 [**] Neenah WI 54956 [**]
MAI / MFC 1010 035945001 [**] Neenah WI 54957 [**]
MAI / MFC 1010 016155001 [**] Oak Creek WI 53154 [**]
CLS 3010 034501001 [**] Oconomowoc WI 53066 [**]
MAI / MFC 1010 032833001 [**] Plymouth WI 53073 [**]
MAI / MFC 1010 007454001 [**] Racine WI 53401 [**]
MAI / MFC 1010 016806001 [**] Racine WI 53403 [**]
MAI / MFC 1010 016806002 [**] Racine WI 53403 [**]
MAI / MFC 4010 033505001 [**] Racine WI 53403 [**]
MAI / MFC 1010 020938001 [**] Sheboygan WI 53082 [**]
MAI / MFC 4010 030436001 [**] Sheboygan WI 53082 [**]
HIS 7010 720510001 [**] Turtle Lake WI 54889 [**]
GSI 9010 037200001 [**] Wabeno WI 54566 [**]
CLS 3010 036616001 [**] Waukesha WI 53186 [**]
CLS 3010 036803001 [**] Waukesha WI 53186 [**]
MAI / MFC 1020 001049001 [**] Waupun WI 53963 [**]
MAI / MFC 4010 001049002 [**] Waupun WI 53963 [**]
CLS 3010 035045001 [**] Wausau WI 54401 [**]
MAI / MFC 1020 035924001 [**] Westfield WI 53964 [**]
MAI / MFC 1010 011416001 [**] Whitewater WI 53190 [**]
HIS 7010 717160001 [**] Wisconsin Rapid WI 54494 [**]
HIS 7010 712270001 [**] Barboursville WV 25504 [**]
MAI / MFC 1020 020716020 [**] Bridgeport WV 26330 [**]
HIS 7010 712450001 [**] Clarksburg WV 25504 [**]
HIS 7010 712550001 [**] Fairmont WV 26550 [**]
MAI / MFC 1010 034227001 [**] Gallipolis WV 25515 [**]
MAI / MFC 1010 032290001 [**] Huntington WV 25701 [**]
HIS 7010 714950001 [**] Huntington WV 25726 [**]
HIS 7010 718980001 [**] Huntington WV 25705 [**]
HIS 7010 712560001 [**] Kingmont WV 26578 [**]
MAI / MFC 1010 008326005 [**] Martinsburg WV 25401 [**]
MAI / MFC 1010 008326007 [**] Martinsburg WV 25401 [**]
MAI / MFC 1010 018209001 [**] Parkersburg WV 26101 [**]
HIS 7010 714160001 [**] Alta WY 83422 [**]
MAI / MFC 1010 037396001 [**] Green River WY 82935 [**]
MAI / MFC 1010 037397001 [**] Green River WY 82935 [**]
CLS 3010 036635001 [**] Jackson WY 83001 [**]
CLS 3010 036769009 [**] Mammoth Hot Springs WY 82190 [**]
HIS 7010 714170001 [**] Moran WY 83013 [**]
CLS 3010 036769042 [**] Yellowstone National
Park WY 82190 [**]
CLS 3010 035028002 [**] Whitehorse YT 00000 [**]
Appendix F-1-52
<PAGE> 1
EXHIBIT 10.2
EQUIPMENT SUPPORT SUBCONTRACT
This Agreement, consisting of this Equipment Support Subcontract along with
Schedules A through G, is between OLIVETTI CANADA LIMITED ("OCL"), a Canadian
corporation, with corporate headquarters at 2235 Sheppard Ave. E., Suite 1200,
North York, Ontario and MAI CANADA LIMITED, ("MAI"), a Canadian corporation,
with corporate headquarters at 691 Denison Street, Markham, Ontario, and is
effective on February 21, 1997 ("Effective Date").
1. PURPOSE
MAI sells computers and computer systems and provides service for the
equipment it sells to its customers. As part of that business, MAI
provides warranty service for many of the products it sells and has
also entered into contracts with many of its customers to provide
maintenance, repair, and related services for these products. In order
to provide these services, MAI employs a number of computer service
technicians working out of a number of field offices throughout Canada.
MAI is planning to discontinue its current field service operations and
needs a company with a qualified field service organization to perform
the field service portion of MAI's contracts with its customers. OCL is
also in the business of selling computers and computer systems and also
maintains a computer service field organization throughout Canada. OCL
has agreed to provide MAI with computer field service throughout Canada
under the terms and conditions set forth in this agreement.
2. APPLICATION OF AGREEMENT
This Agreement is intended to cover not only the provision of computer
field service operations under those contracts MAI has with its
customers as of the Effective Date of this Agreement ("Existing
Customer Agreements"), but contracts MAI enters into with its customers
after the Effective Date as well ("New Customer Agreements"). However,
the terms under which OCL will provide services related to Existing
Customer Agreements differ in some respects from those under which it
will provide services related to New Customer Agreements.
Schedules A through E define the services OCL will perform and the
manner in which MAI will support OCL and pay OCL for those services
with respect to New Customer Agreements. Schedule F identifies the ways
in which the treatment of these same issues will differ with respect to
Existing Customer Agreements.
-1-
<PAGE> 2
3. EXCLUSIVITY/RIGHT TO BID
This Agreement is intended to establish an exclusive relationship
whereby OCL will provide all of MAI's Maintenance Service needs (for
both Warranty Service and Contract Service) under Existing Customer
Agreements. MAI agrees to have OCL provide all its field service
requirements of this type under the Existing Customer Agreements and
that it will not perform those obligations itself or contract with any
other person or entity to provide such requirements so long as this
Agreement is in force.
MAI further agrees that with respect to all of its other Equipment
Support needs it may have during the term of this Agreement, it shall,
at a minimum, provide OCL with the opportunity to bid on the provision
of such services. MAI (or its affiliate MAI Systems Corporation)
further agrees to provide the use of office space and access to MAI's
existing office equipment (telephones, copiers, fax machine, etc.) for
OCL employee(s) to work at an MAI facility to serve as an account
contact and to respond to requests for bids from MAI. OCL agrees to
reimburse MAI for long distance telephone charges incurred by such
employee(s).
4. MAI EMPLOYEES
a. MAI shall terminate the employment of those MAI employees
identified by name and title on Schedule G (the "Target
Employees") effective February 20, 1997.
b. Prior to the Effective Date, OCL will offer employment to the
Target Employees on the following terms:
(1) a salary or hourly wage no less than that being paid
to the Target Employee by MAI,
(2) OCL's normal terms and conditions of employment for
similar employees,
(3) treatment of the Target Employees' credited years of
service with MAI (as shown on Schedule G) as service
with OCL,
(4) OCL agrees not to layoff any Target Employees
identified on Schedule G as managers during the
twelve (12) month period beginning on the Effective
Date. This shall not prohibit OCL from terminating
such employees for cause, and
(5) OCL's offer of employment to a Target Employee shall
be contingent on that Target Employee agreeing to
transfer his or her accrued vacation balance to OCL
instead of having the value of that balance paid in
cash by MAI upon termination of employment. MAI
agrees to reimburse OCL for
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the value of all vacation balances transferred to OCL
by Target Employees (the "Transferred Total"). This
reimbursement shall be made beginning March 1, 1997
in monthly payments equal to the greater of
(i)one-twelfth (1/12) of the Transferred Total or
(ii)the actual value of transferred vacation balances
taken by Target Employees in the prior month. MAI
agrees to indemnify OCL against any claims arising
from this provision on transferring vacation balances
in accordance with the provisions of Section 13(a) of
this Agreement.
c. The parties acknowledge that the success of this agreement is
partly dependent on most of the Target Employees agreeing to
go to work for OCL. Should either party feel that this
agreement will not be successful as a result of a significant
number of the Target Employees not accepting OCL's offered
employment (either because of the number of such non-accepting
Target Employees or their location or identity), then that
party shall be entitled to terminate this Agreement effective
as of the Effective Date by notice to the other party. Such
notice must be delivered no later than February 25, 1997 to be
effective.
In the event of termination as provided in this section, the
parties agree to cooperate to place both parties back in the
position each would have been in had the Agreement never gone
into effect, for example by transferring parts back to MAI and
working together to reinstate the Target Employees as MAI
employees. MAI shall be responsible for paying wages and
providing benefits during the time those Target Employees who
accepted employment with OCL were OCL employees and/or
reimbursing OCL for any such employment costs incurred by it
during this period, but shall have no other obligation to OCL
for its provision of Maintenance Service during this period.
d. The parties acknowledge that it is likely that if OCL needs to
incorporate more than twenty-seven and one-half (27 1/2)
Target Employees into OCL's current workforce, it may need to
layoff some number of Customer Service Engineers. If there are
more than twenty-seven and one-half (27 1/2) Target Employees
listed on Schedule G, MAI agrees to pay OCL Thirty Thousand
Dollars ($30,000) (CDN) for each Target Employee ($15,000 for
1/2 an employee) in excess of twenty-seven and one-half (27
1/2) to help offset the cost of these anticipated layoffs.
This amount shall be paid to OCL in twelve equal monthly
payments beginning on March 15, 1997.
e. In the event of a full or partial termination of this
Agreement by either party pursuant to the terms of this
Agreement for any reason at any time prior to the end of the
initial term of this Agreement, the parties agree as follows:
(1) OCL shall terminate the employment of as many of the
Target Employees as it deems appropriate in light of
the amount of business being lost by it as a result
of the full or partial termination of this Agreement.
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<PAGE> 4
(2) MAI will offer employment to the Target Employees
being terminated by OCL on account of the full or
partial termination of this Agreement on the
following terms:
a) a salary or hourly wage no less than that
being paid to the Target Employee by OCL,
b) MAI's normal terms and conditions of
employment for similar employees,
c) treatment of the Target Employees' credited
years of service with OCL as service with
MAI.
(3) MAI shall, at its option, be entitled to solicit for
hire any Target Employees not being terminated by
OCL, without regard to the provisions of Section 14,
Non-Solicitation of Employees.
f. MAI has decided to retain its field service engineers in
British Columbia as its own employees rather than outsourcing
that part of its operation to OCL. However, as part of this
agreement OCL will manage the work and operations of those MAI
employees and provide them with parts and other support
necessary for them to operate efficiently. MAI will be
responsible for providing these employees with any necessary
equipment, facilities and tools and will be responsible for
the hiring, firing and discipline of these employees.
g. The provisions of this section are intended solely for the
benefit of MAI and OCL and are not intended to create or
expand any rights, as third party beneficiaries or otherwise,
of any other person, including without limitation any of MAI's
employees. Nothing in this section shall be deemed to create
any additional rights to severance compensation for the Target
Employees who accept employment with OCL.
5. SOFTWARE LICENSE
MAI either owns or has the right to license certain software (including
diagnostic programs) which is either necessary or desirable to use in
providing Equipment Support (the "Software"). Subject to the terms and
conditions of this Agreement MAI hereby grants to OCL a non-exclusive
license to access and use the Software as OCL determines appropriate in
performing its responsibilities under this Agreement and only under
this Agreement. OCL shall be permitted to make copies of the Software
as it deems appropriate for use in performing its obligations under
this Agreement.
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OCL acknowledges that the Software is licensed, not sold, to it solely
for the purpose of performing its obligations under this Agreement. OCL
further acknowledges that the Software is "Confidential" and subject to
the provisions of Section 16, Non-Disclosure, of this Agreement. OCL
acknowledges that it is not permitted, nor shall it permit anyone else,
under any circumstances, to decode, reverse engineer, decompile, or
disassemble the Software.
6. OCL RESPONSIBILITIES
During the term of this Agreement, OCL will:
a. provide Equipment Support in Canada in the manner identified
in Schedules A & F;
b. maintain sufficient fully trained, competent and qualified
maintenance personnel to perform the Equipment Support
required by this Agreement;
c. perform the obligations imposed on it with respect to Parts in
Schedules C & F, and
d. except as permitted by this Agreement not enter into direct
Contract Service or Equipment Support agreements with any MAI
End Users pertaining to equipment which is the subject of a
service agreement with MAI.
7. MAI RESPONSIBILITIES
During the term of this Agreement, MAI will:
a. order Equipment Support from OCL in the manner identified in
Schedules A & F;
b. pay for Equipment Support rendered by OCL in the manner
identified in Schedules B & F;
c. perform the obligations imposed on it with respect to Parts in
Schedule F; and
d. provide OCL with the Technical Support necessary to permit it
to provide Equipment Support as identified in Schedule D.
8. DEFINITIONS
For the purposes of this Agreement the following terms shall have the
following meanings:
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a. "Contract Service" means performing Maintenance Service
pursuant to a contract with the End User in which the End User
pays MAI for its agreement to provide such service.
b. "Equipment Support" means performing any one or more of the
following types of service on the Equipment:
(1) Maintenance Service, (which includes both Contract
Service and Warranty Service)
(2) Installation Service, or
(3) Time and Materials Service
as those terms are defined in the Schedules to this Agreement.
c. "Existing Customer Agreement" means a contract between MAI and
its customer which is in effect on the Effective Date of this
Agreement and also means any subsequent renewal of such an
Agreement on substantially the same terms and conditions as
are in effect on the Effective Date of this Agreement.
d. "Location" means a site where Equipment is installed.
e. "New Customer Agreement" means
(1) a contract between MAI and its customer which was not
in effect on the Effective Date of this Agreement, or
(2) an Existing Customer Agreement which is renewed after
the Effective Date of this Agreement on terms and
conditions substantially different than those in
effect on the Effective Date of this Agreement.
MAI and OCL may agree in writing to continue to treat an
Existing Customer Agreement which is renewed after the
Effective Date of this Agreement on terms and conditions
different than those in effect on the Effective Date of this
Agreement as an Existing Customer Agreement despite the
changes in terms and conditions.
f. "Parts" means any modules, subassemblies, boards, components
and related materials of an item or unit of the Equipment.
g. "Service City" means those cities in which OCL maintains a
service office. Schedule E lists OCL's present Service Cities.
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h. "Warranty Service" means performing Maintenance Service in
fulfillment of a warranty given to the End User in connection
with the purchase of the Equipment.
In addition, capitalized terms not defined in this section shall have
the meanings stated in the text of this Agreement.
9. TERM
This Agreement shall take effect on the Effective Date, regardless of
when it is signed. Unless sooner terminated in accordance with the
terms of this Agreement, this Agreement shall have an initial term of
five (5) years ("Initial Term") and shall automatically be extended for
successive one (1) year periods thereafter. Either party may terminate
this Agreement at the end of the Initial Term or at the end of any
subsequent annual renewal upon not less than one hundred eighty (180)
days prior written notice.
10. WARRANTY
OCL warrants that all Equipment Support provided by it pursuant to this
Agreement will be performed in a competent and workmanlike manner. This
warranty is in lieu of all warranties, express or implied, which may be
deemed applicable to the subject matter of this agreement including,
but not limited to, any implied warranties of merchantability and
fitness for a particular purpose.
11. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE ENTITLED TO RECOVER ANY OF THE FOLLOWING TYPES
OF DAMAGES FROM THE OTHER IN CONNECTION WITH ANY CLAIM RELATED TO THIS
AGREEMENT, REGARDLESS OF WHETHER THAT CLAIM IS BASED IN TORT, CONTRACT
OR OTHERWISE:
(1) THE LOSS OF OR THE COST OF RECONSTRUCTING DATA STORED ON DISK
FILES, TAPES, OR MEMORIES, EXCEPT AS PART OF A CLAIM FOR
INDEMNIFICATION PURSUANT TO SECTION 13, BELOW(1),
(2) LOSS OF GOODWILL,
(3) INCIDENTAL DAMAGES,
(4) CONSEQUENTIAL DAMAGES,
- --------
(1) MAI agrees to continue to include a limitation of liability provision
substantially similar to Section 13 of its current Services Agreement form
contract (see Appendix F-2) in future services agreements with Customers.
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<PAGE> 8
(5) PUNITIVE DAMAGES,
(6) ANY FORM OF INDIRECT DAMAGES OF ANY NATURE, OR
(7) DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENCE OF THAT PARTY OR ITS EMPLOYEE.
12. INDEMNIFICATION
a. MAI agrees to defend, indemnify and save OCL harmless from and
against any and all claims, suits, or proceedings brought
against it and in any way relating to either the allegedly
negligent or wrongful acts or omissions of MAI, or the
products sold by MAI covered by this Agreement and from the
costs, expenses and damages incurred by OCL in connection with
such claims, suits and proceedings. OCL agrees to promptly
notify MAI of any claim as to which indemnification is sought,
cooperate fully in the defense of such claim, and permit MAI
or its insurance carrier to control the defense and settlement
of such claim.
b. OCL agrees to defend, indemnify and save MAI harmless from and
against any and all claims, suits, or proceedings brought
against it and in any way relating to allegedly negligent or
wrongful acts or omissions of OCL, and from the costs,
expenses and damages incurred by MAI in connection with such
claims, suits and proceedings. MAI agrees to promptly notify
OCL of any claim as to which indemnification is sought,
cooperate fully in the defense of such claim, and permit OCL
or its insurance carrier to control the defense and settlement
of such claim.
13. INSURANCE
Each party represents and warrants to the other that it has and will
maintain liability insurance coverage throughout the Term of this
Agreement, in an amount appropriate in light of the potential liability
created by this Agreement.
14. NON-SOLICITATION OF EMPLOYEES
From the Effective Date until six (6) months after the termination of
this Agreement MAI shall not, directly or indirectly, hire or solicit
for hire any OCL employee connected with performance under this
Agreement without OCL's prior written approval. This section shall not
prevent MAI from soliciting or hiring any OCL employee after such
employee's employment with OCL has been ended through no involvement by
MAI. It is further agreed that the damages as a result of a breach of
this provision would be difficult to measure and that the amount of One
Hundred Thousand ($100,000.00) Dollars (CDN) is a good approximation of
the damages that would be caused by one violation of this
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<PAGE> 9
provision and should be payable as liquidated damages in the event of a
breach of this provision.
This paragraph shall not apply to prevent MAI from hiring or attempting
to hire the Target Employees following a full or partial termination of
this Agreement by MAI pursuant to the terms of this Agreement.
15. NON-DISCLOSURE
a. Both parties agree that any information disclosed to it by the
other party in connection with this Agreement which has been
designated in writing as "Confidential" (including information
disclosed orally and identified in writing as "Confidential"
within ten (10) days after the initial oral disclosure) shall
be treated as such. Additionally, all information provided by
MAI to OCL in connection with requests for bids or proposals
for Equipment Support, including the identity of MAI's
customers and their service requirements, shall be deemed
"Confidential" whether or not it is so identified. Each agrees
that with respect to such information it will:
(1) not disclose such information to third parties
without the written consent of the other,
(2) use such information solely for the purposes of this
Agreement,
(3) treat such information of the other with a degree of
care which is reasonably calculated to protect such
information from disclosure (but in any event with at
least the same degree of care as it treats its own
confidential information),
(4) inform its employees, agents or authorized
representatives of the confidential or proprietary
nature of such information, and
(5) direct such persons to comply with the terms of this
Agreement.
Either party may bring an action in equity to foreclose
violations of this section through injunctive relief.
b. The following types of information shall not be considered
"Confidential" information subject to the restrictions of this
provision:
(1) Information in the possession of or known to the
receiving party on the date of receipt,
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(2) Information in the public domain at the time of its
disclosure or which enters the public domain after
such disclosure through no fault of the receiving
party,
(3) Information independently developed by the receiving
party, its employees, agents or representatives
without reference to the other party's confidential
information,
(4) Information made available to the receiving party,
its employees, agents or representatives by a third
party having a right to do so, or
(5) Information ordered disclosed pursuant to judicial or
other lawful governmental action, provided, that the
party receiving such request gives prompt written
notice of the request to the other party.
c. MAI acknowledges that OCL's business includes the design,
development and servicing of products for the computer-based
industry, and nothing in this Agreement shall preclude or in
any way impair OCL's engaging or continuing to engage in that
business.
d. The non-disclosure obligations imposed by this Agreement shall
continue in force for so long as the information is maintained
as confidential by the disclosing party and for a minimum
period of three (3) years from the date of first disclosure,
regardless of any termination of this Agreement.
16. RELATIONSHIP BETWEEN PARTIES
OCL shall perform its duties under this Agreement as an independent
contractor, and not as an agent or affiliate of MAI. In particular:
a. nothing contained in this Agreement shall be construed to
constitute OCL as a partner, employee or agent of MAI, nor
shall either have any authority to bind the other in any
respect it being intended that each shall remain an
independent contractor responsible for its own actions,
b. MAI shall exercise no control over the activities and
operations of OCL, each being recognized hereunder as an
independent contractor,
c. The relationship between OCL and MAI's customers shall be that
of a subcontractor; OCL is not assuming any of the Customer
Agreements and shall have no direct obligation to MAI's
customers.
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17. ASSIGNMENT
Neither party may assign any of its rights, interests or duties under
this Agreement without the prior written consent of the other party ,
which consent shall not be unreasonably withheld. In the event one
party seeks consent to an assignment and the other party withholds its
consent to that proposed assignment, the party seeking consent may
terminate this Agreement upon sixty (60) days notice to the other
party.
18. AUTHORIZED REPRESENTATIVES AND NOTICES
a. Each party shall at all times designate one representative who
shall be authorized to take any and all action and/or grant
any approvals required in the course of performance of this
Agreement. Such representative shall be fully authorized to
act for and bind such party including the approval of
amendments to this Agreement. Until written notice to the
contrary, the authorized representatives of the parties are as
follows:
FOR OCL: FOR MAI:
President Vice President, Customer Service
Olivetti Canada Limited MAI Canada Limited
2235 Sheppard Ave. E. 691 Denison Street
Suite 1200 Markham, Ontario
North York, Ontario
b. Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be delivered in
person or sent by overnight commercial courier service with
receipt, addressed as set forth below:
IN THE CASE OF OCL: WITH A COPY TO:
Vice President General Counsel
Customer Service Legal Department
Olivetti Canada Limited Olivetti North America, Inc.
2235 Sheppard Ave. E. 22425 E. Appleway
Suite 1200 Liberty Lake, WA 99019
North York, Ontario
Notice shall be deemed given when received.
c. Either party may change the name or address to which notices
or other communications are to be sent by giving written
notice of such change to the other party.
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19. EXCUSED NON-PERFORMANCE
A delay in or failure of performance under this Agreement caused by
circumstances beyond the reasonable control of the party affected shall
be excused to the extent necessary, provided that the party affected
shall make reasonable efforts to remove or circumvent such
circumstances. Such excusing circumstances shall include (without
limitation): shortages of materials; acts of God; fire; flood; war;
embargo; labor trouble; failure or delay by suppliers; riots; and laws,
rules, regulations and orders of any governmental authority. If any
delay or inability to perform continues for more than sixty (60) days,
the non-affected party shall have the right to terminate the affected
portion of this Agreement upon seven (7) days Notice to the affected
party, or to suspend its obligations under the Agreement until such
time as the delay or inability to perform is corrected.
If any delay or inability to perform on the part of OCL continues for a
period greater than the period of excused non-performance permitted in
MAI's contract with one of more of its Customers, MAI shall have the
right to terminate the affected portion of this Agreement upon
twenty-four (24) hours Notice to OCL. MAI agrees to continue to include
an excused nonperformance provision substantially similar to the first
two sentences of Section 15 of its current Services Agreement form
contract (see Appendix F-2) in future services agreements with
Customers.
20. DEFAULT AND TERMINATION
a. If either party defaults in performance of any material
obligation under this Agreement, and such default is not cured
within sixty (60) days after receipt of Notice from the
non-defaulting party, the non-defaulting party shall have the
right to immediately terminate this Agreement by Notice to the
defaulting party.
b. MAI may terminate this Agreement, as it relates to an
individual MAI Customer, for default by OCL on less than sixty
days notice as follows:
(1) If OCL is in default under this Agreement MAI shall
escalate that problem within OCL's service
organization as necessary in order to have the
problem addressed. This escalation shall include,
when necessary, bringing the problem to the attention
of OCL's vice president of customer service.
(2) If, after OCL has been given a reasonable opportunity
under the circumstances to resolve the problem, MAI
believes that OCL is still in default under this
Agreement, MAI will give OCL Notice of the alleged
default.
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(3) If OCL has not cured the default within forty-eight
(48) hours of its receipt of Notice, MAI may
terminate this Agreement as to the MAI Customer to
whom the default relates.
c. Should MAI become more than forty-five (45) days delinquent in
its obligation to pay, OCL may suspend its performance
hereunder until MAI's account is brought current. If MAI's
account remains delinquent for a total period of sixty (60)
days, OCL shall have the option to terminate this Agreement
immediately by Notice to MAI.
d. Termination of this Agreement shall not affect any rights
existing as of the effective date of termination.
e. The rights and remedies provided in this Agreement are
cumulative and in addition to any other rights or remedies
available at law or in equity.
f. The provisions of Section 16 shall survive termination of this
Agreement.
21. CONFLICT RESOLUTION
MAI and OCL agree to meet and work together to find acceptable
solutions to any disputes between them related to this Agreement. If,
after thirty (30) days, they are unable to so resolve the dispute, the
dispute will be referred to MAI's President and the President or CEO of
OCL, or their designated representatives, who shall meet or talk within
fifteen (15) business days after Notice is received to resolve such
dispute. Notice of the invocation of this procedure shall be directed
to such officers and shall include a reference to this Section 16. If
the dispute is not resolved by this meeting, then it shall be resolved
by arbitration in accordance with Section 17. If a party fails to meet
with the other party upon request, the requesting party may either
obtain an order of a court of competent jurisdiction requiring the
non-complying party to meet and confer or proceed to arbitration in
accordance with Section 17.
22. ARBITRATION
All disputes relating to this Agreement shall be submitted to
arbitration in accordance with the commercial rules of the Arbitration
Act RSO, 1990. The decision of the arbitrators shall be final, binding,
and without appeal and may be enforced in any court having jurisdiction
over the relevant parties or their assets.
23. GENERAL
a. This Agreement shall be governed by the laws of the Province
of Ontario.
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b. This Agreement together with the attached Schedules,
constitutes the complete and final agreement between the
parties with respect to the subject matter of this Agreement.
This Agreement supersedes all prior discussions, agreements
and writings with respect thereto. No agreement purporting to
modify, add to, terminate, waive or change any term or
condition of this Agreement shall be binding unless it is in
writing and signed by authorized representatives of both
parties.
c. The organization of this Agreement and section headings are
for convenience only and shall not be used to construe or
interpret this Agreement.
d. No delay or failure of either party in exercising any right
hereunder, and no partial or single exercise thereof, shall be
deemed to constitute a waiver of such right or any other
rights hereunder.
e. If any provision or term of this Agreement shall be deemed or
construed to be invalid, illegal or unenforceable by a court
of competent jurisdiction, such determination shall in no way
affect the validity, legality, or enforceability of the
remaining portions of this Agreement.
f. Should legal action be required to enforce or interpret any of
the provisions of this agreement the prevailing party shall be
entitled to all costs incurred in connection with that action,
including a reasonable attorney's fee.
"OCL" "MAI"
OLIVETTI CANADA LTD. MAI CANADA LTD.
By: /s/ LENNY LISCIO By: /s/ SASUN MUSLIYAN
--------------------------------- -------------------------------
Its: President & CEO Its: Controller
-------------------------------- -------------------------------
Dated: February 20, 1997 Dated: February 20, 1997
------------------------------ ------------------------------
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SCHEDULE A
NEW CUSTOMER AGREEMENTS EQUIPMENT SUPPORT
This Schedule sets out a beginning framework to define the manner in which
service will be ordered by MAI and provided by OCL for New Customer Agreements.
The parties anticipate that OCL will be submitting bids to MAI with respect to
most New Customer Agreements and that the provisions of this schedule may be
modified by the specific provisions of a bid provided by OCL. However, in the
absence of such changes specified in the OCL bid documents, OCL will be making
its bids on the basis of the provisions of this schedule. The parties also
anticipate that as they refine their relationship and the manner in which they
do business, they may decide to modify the provisions of this schedule and each
agrees to negotiate in good faith about any requests for changes made by the
other. Any agreed changes resulting from such negotiations will be reflected in
an amendment to this Agreement signed by both parties.
1. PLACING EQUIPMENT UNDER SERVICE
a. In order to initiate Equipment Support for a particular item
of Equipment MAI must prepare and submit a completed OCL
Maintenance Service Order ("MSO") to OCL and that MSO must be
accepted by OCL. The MSO must include such information about
the Equipment as is reasonably requested by OCL, including:
(1) the model, age and configuration of the Equipment,
(2) the Equipment Location,
(3) the name, address, and telephone number of the End
User,
(4) the identity of the End User contact person, and
(5) any applicable uplifts for Extended Maintenance
Service which apply to the Equipment, such as zone
uplifts, extended coverage hours uplifts and/or
response time uplifts.
b. Equipment Support will not begin for a particular item of
Equipment until OCL has received and accepted an MSO for that
item of Equipment. Following acceptance of an MSO, OCL will
label the Equipment with an ID tag. This ID number must be
used to identify the Equipment in all communications with OCL
about the Equipment.
c. All changes to the information provided to OCL about Equipment
under maintenance, such as a change in Equipment location,
must be documented by submission of a revised MSO.
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d. An MSO placing Equipment under service shall be valid until
discontinued in accordance with paragraph A7. Until OCL
receives an MSO discontinuing service the Equipment will be
kept under service and OCL will bill MAI for that service.
Requests for service received when no valid MSO is in force
will be treated as requests for Time & Materials Service.
2. REQUESTS FOR SERVICE
a. MAI, or its designated representative, will receive all End
User requests for service or repair.
b. MAI, or its designated representative, will, obtain as much
information as reasonably possible about the End User's
problem during its communications with the End User.
c. MAI, or its designated representative, will obtain from the
End User the information necessary to determine whether the
Equipment is eligible for Maintenance Service and to permit
OCL to properly perform Equipment Support. This shall include,
without limitation, the model and age of the Equipment and the
configuration in which it is installed.
d. MAI, or its designated representative, will contact OCL and
request Equipment Support for the End User's Equipment. This
request shall include all pertinent information MAI has about
the End User's Equipment and the problem being experienced, at
a minimum:
(1) the ID number for the Equipment, and
(2) the nature of the problem being experienced by the
End User,
3. MAINTENANCE SERVICE
a. Maintenance Service means service performed to correct
improper functioning of Equipment which occurs from normal
use, including making any necessary adjustments and/or
replacing defective assemblies or subassemblies.
b. Maintenance Service does not include:
(1) Service of equipment not specifically identified on
the MSO ordering the Maintenance Service, including
devices peripheral or connected to Equipment.
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(2) Electrical work external to the Equipment.
(3) Repair of damage or loss resulting from accident,
transportation, neglect, misuse or abuse, operator
error, failure of electrical power or air
conditioning or humidity control, or use for which
Equipment was not designed.
(4) Supplies or accessories, painting or refinishing
Equipment, furnishing material for Equipment, making
specification or field engineering changes,
performing services connected with relocation of
Equipment, or adding or moving accessories,
attachments or other devices.
(5) Software programming and software program
maintenance.
(6) Service which is impractical for OCL to render or
required because of any adjustment, repair,
maintenance, alteration, attachment, addition, or
connection to another machine or device.
(7) Service calls required as the result of modification,
work or service of the Equipment by non-OCL
personnel.
(8) Service of Equipment which, because of a safety
hazard, exposes OCL personnel to a risk of injury.
(9) Service in connection with the installation,
discontinuance or removal of Equipment.
(10) Installation of engineering changes, feature changes,
or safety changes.
c. Equipment shall be kept in or shall be restored to good
working order.
d. Maintenance Service will be performed in a prompt, courteous,
efficient and workmanlike manner.
e. Unless otherwise specified, Preventive Maintenance will be
performed on equipment only during a Maintenance Service call.
Preventive Maintenance includes general cleaning and
inspection, and any adjustments and/or lubrication as
specified by the Equipment manufacturer.
4. STANDARD MAINTENANCE SERVICE.
a. After receiving a Request for Service from MAI or its
designated representative, OCL will dispatch a properly
trained Customer Service Engineer (CSE) to the Equipment
Location along with such tools, parts and manuals as the CSE
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reasonably believes Will be required to repair the Equipment
based on the information provided to OCL by MAI. Upon arrival
the CSE will- diagnose the problem, if any, and perform the
Maintenance Service.
b. OCL will use all reasonable efforts to arrive at the Equipment
Location ready to complete the Maintenance Service within the
agreed upon response time for that Equipment.
c. Maintenance Service will be performed during the agreed upon
hours of service(2) and at the location agreed upon for that
Equipment.
5. INSTALLATION SERVICE
a. Installation Service shall consist of
(1) Any necessary unpacking of the Equipment;
(2) Connection of Equipment;
(3) Physical inspection of Equipment in place;
(4) Functional testing of Equipment according to
prescribed procedures for such Equipment;
(5) Resolution of normal installation problems; and
(6) notification to MAI and End User of unusual
installation problems (e.g., design or engineering
problems, transit damage, etc.). These problems must
be corrected before OCL will perform Maintenance
Service on this Equipment.
b. Installation Service does not include uncrating or major
movement of the Equipment.
c. OCL will use all reasonable efforts to provide Installation
Service in a timely manner, subject to the availability of
personnel and equipment, necessary travel time and other
factors affecting OCL's ability to provide this service.
- ----------------------
(2) Normal Service Hours are Monday through Friday, 8:00 a.m. to 5:00 p.m. local
time, excluding OCL observed holidays. Service started during Normal Service
Hours and completed within 1 hour after Normal Service Hours will be deemed
performed within Normal Service Hours.
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6. TIME AND MATERIALS SERVICE
a. OCL may, at its option and in its discretion, elect to accept
requests from MAI for service on a time and materials basis
("Time and Materials Service"). Such Service shall be on a
"best efforts" basis consistent with the availability and
location of trained personnel and Parts.
b. OCL will use all reasonable efforts to provide Time &
Materials Service in a timely manner, subject to the
availability of personnel and equipment, necessary travel time
and other factors affecting OCL's ability to provide this
service.
7. DISCONTINUANCE
MAI may discontinue Maintenance Service for any Equipment by sending
OCL a fully completed and properly signed MSO acceptable to OCL
identifying the Equipment to be discontinued. Such discontinuance shall
become effective thirty (30) days after it is received by OCL. Such
discontinuance shall be ineffective if any part of its purpose is to
allow the Maintenance Service to be performed by MAI or a third party.
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<PAGE> 20
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SCHEDULE B
PRICES FOR NEW CUSTOMER AGREEMENTS
This Schedule sets out what will eventually become the standard pricing scheme
to be used by the parties when no other pricing arrangements are agreed upon for
a specific order. However, both parties recognize that the market for Equipment
Support services is very competitive and changes frequently. Accordingly, OCL
agrees that upon request by MAI it will re-evaluate the prices and pricing
methodology identified in this schedule to respond to competitive pressures or
to reflect appropriate volume discounts upon request by MAI. In addition, OCL
Will provide bids for major projects in accordance with Section 3 of this
Agreement. Any agreed changes resulting from this reevaluation and/or bidding
process will be reflected in a document signed by both parties which identifies
the Equipment to which such modified prices apply.
1. STANDARD MAINTENANCE SERVICE
MAI will pay OCL an Annual Maintenance Charge ("AMC") for each unit of
Equipment placed under Maintenance Service as payment for OCL's
agreement to provide Standard Maintenance Service for each such unit of
Equipment. The AMC for each model of Equipment staff be as identified
in any service order accepted by OCL or flat rate pricing schedule
subsequently provided to MAI by OCL.
2. TIME AND MATERIALS/INSTALLATION SERVICE
a. OCL will bill [**]for each hour of labor incurred during
Normal Service Hours and [**] for each hour of labor incurred
outside Normal Service Hours by a CSE in performing the
service.
b. Labor charges commence upon dispatch of the CSE to the End
User location and include travel to and from the site.
c. There is a minimum 1 hour charge per call and additional time
will be charged in increments of one-quarter (1/4) hour.
d. OCL will, upon request by MAI, provide flat rate installation
prices for items of Equipment identified by MAI.
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3. COMMERCIAL TRAVEL
a. When Commercial Travel is required to perform Time and
Materials and/or Installation Service and has been approved in
advance by MAI, MAI will be charged the actual, reasonable
cost of such travel. Commercial travel includes, but is not
limited to, such items as airfare, ferry and rental vehicles.
4. LODGING EXPENSES
a. If OCL determines that it is in the best interests of OCL and
MAI to have a CSE remain overnight at or near the Equipment
Location in connection with Time and Materials and/or
Installation Service and MAI has approved such expenses in
advance, MAI will be charged the actual, reasonable lodging
and meal expenses incurred.
5. INVOICING/PAYMENT
a. OCL will invoice MAI monthly for Equipment for which Contract
or Warranty Service has been ordered. These invoices will be
issued on approximately the fifteenth (15th) of the month for
which the invoice is being issued. For example, OCL will
invoice MAI on approximately October 15th for the October
Contract Service being provided by OCL.
OCL will invoice MAI monthly, in arrears, for all other
Equipment Support.
b. Invoices are due and payable upon receipt and will begin to
accrue interest at 1.25% per month from the date of the
invoice if not paid in full within 45 days of the date of the
invoice.
c. MAI will pay or reimburse OCL for any and all sales, use and
excise taxes, and other fees or charges levied or imposed by
any governmental agency or authority on or in connection with
or measured by the value of the Services provided by OCL under
this Agreement.
6. AMENDMENT
a. This Schedule may be amended by OCL upon Notice to MAI.
b. The Amended Schedule shall become effective on the Effective
Date stated in the Amended Schedule, but no sooner than 30
days after Notice is given to MAI.
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<PAGE> 22
c. Price changes included in any Amended Schedule shall apply
only to Equipment Support requested after the Effective Date
of the Amended Schedule.
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<PAGE> 23
SCHEDULE C
SPARE PARTS
1. OCL'S OBLIGATIONS
a. OCL shall, at its expense, establish and maintain an inventory
of a sufficient quantity of all the Parts necessary to perform
the Equipment Service called for by this Agreement in each
Service City open for Equipment Service.
b. At its option, OCL may elect to maintain an inventory of
certain Parts in a centered depot or depots for distribution
within OCL as required.
c. OCL shall keep records of its receipt, disbursement and use of
such Parts.
d. OCL shall take all steps necessary to ensure the availability
of sufficient Parts to satisfy its commitments with respect to
all Equipment Service to be performed by it under this
Agreement.
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<PAGE> 24
SCHEDULE D
TECHNICAL SUPPORT
1. TRAINING
a. Because OCL will be hiring many of MAI's former service
engineers, the parties do not anticipate that any initial
training of OCL personnel will be required. Should training
subsequently be required as a result of adding new Equipment
to the Schedules to this Agreement the parties will at that
time determine who is required to provide such training. If no
agreement is reached on this issue, OCL shall not be required
to provide Equipment Support for such newly added Equipment.
b. MAI will, upon request from OCL and at no charge, provide OCL
with such technical consultation and assistance as is
appropriate to enable OCL to provide its service
representatives with such training as its deems appropriate.
This shall include, without limitation, providing OCL with a
copy of MAI's educational materials pertaining to the
Equipment and permitting OCL to make such use of those
materials as it deems appropriate for its internal use in
satisfying its commitment to provide Equipment Support under
this Agreement.
2. DOCUMENTATION
a. As soon as practicable after execution of this Agreement MAI
will provide OCL, at no charge, with one complete set of
documentation and diagnostics for each model of Equipment.
b. As soon as practicable after any Equipment is added to the
Appendix to Schedule A, MAI will provide OCL, at no charge,
with one complete set of documentation and diagnostics for
such additional Equipment.
c. As soon as practicable after updates or changes to the
documentation and diagnostics provided to OCL become
available, MAI will provide OCL with those updates and changes
at no charge.
d. OCL may copy, modify, and use any or all of the documentation
and diagnostics provided to it by MAI as it deems necessary
for its internal use, while retaining all MAI trademarks and
copyrights.
3. SECOND LEVEL SUPPORT
a. MAI will provide OCL with telephone technical support for
OCL's service representatives during MAI's normal technical
support hours at no charge to OCL.
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SCHEDULE E
SERVICE CITIES
ALBERTA
Calgary ONTARIO
Edmonton Hamilton
Lethbridge London
Ottawa
BRITISH COLUMBIA Toronto
Richmond Waterloo
Victoria Windsor
MANITOBA QUEBEC
Winnipeg Chicoutimi
Montreal
NOVA SCOTIA Quebec City
Halifax Trois Rivieres
1. AMENDMENT
a. Service Cities may be deleted at OCL's discretion. OCL will
give Notice to MAI of the effective date of the Service City
deletion.
b. OCL will continue Equipment Support in locations previously
serviced by the closed Service City from an alternative
Service City of OCL's choice, at the rate in effect at the
time of closing, for a period of ninety (90) days. At the end
of the ninety (90) day period, MAI may continue Equipment
Support with OCL with a revised AMC or discontinue Equipment
Support with OCL in those cities.
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<PAGE> 26
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SCHEDULE F
EXISTING CUSTOMER AGREEMENTS
1. STATEMENT OF INTENT
The general intent of the parties is to have OCL perform the service
which MAI is currently required to provide to MAI's customers under the
Existing Customer Agreements in return for [**] MAI is consigning its
current inventory of spare parts to OCL to permit it to perform that
service and MAI will be providing technical hardware and software
support to OCL as required to assist it in providing this service.
Initially, MAI will be handling the incoming call reception for all
Existing Customer Agreements, however the parties intend to begin
working to transfer this function for certain of the Existing Customer
Agreements (the "Legacy Agreements") to OCL as soon as this agreement
has been executed. Eventually, MAI may also like to transfer the
billing and collection functions for the Legacy Agreements to OCL if it
is practical and economical to do so. The remainder of this schedule is
intended to define the precise terms and conditions pursuant to which
this general intent will be carried out.
2. IDENTIFICATION OF CUSTOMERS
Attached as Appendix F-I is a list of those MAI customers for whom MAI
will retain the call reception, billing and collection functions
throughout the term of this Agreement (the "Open Customers"). All MAI
customers with Existing Customer Agreements who are not listed on
Appendix F-I are "Legacy Customers" for purposes of this Agreement.
3. EQUIPMENT SUPPORT
a. GENERALLY. With the exceptions listed below, OCL will perform
MAI's Equipment Support obligations under the Existing
Customer Agreements under the same terms and conditions as are
required of MAI under those agreements. This shall include
Contract Service, Installation Service, and Time and Materials
Service to the extent such types of service are covered by the
Existing Customer Agreements. Provision of a particular type
of service for an Existing MAI Customer which is not covered
by the Existing Customer Agreement for that customer shall be
considered the provision of service under a New Customer
Agreement for purposes of this Agreement.
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<PAGE> 27
Prior to execution of this Agreement, MAI provided OCL with
the form customer agreements and sample customer agreements
which are attached as Appendix F-2. MAI represents and
warrants to OCL that its Equipment Support obligations under
the Existing Customer Agreements are not materially different
than those required under these form customer agreements and
sample customer agreements.
b. EXCEPTIONS. MAI shall continue to perform the following
Equipment Support Obligations under the Existing Customer
Agreements:
(1) MAI shall continue to receive incoming trouble calls
from its customers. MAI will screen these calls to
determine whether the problem is hardware or software
related. With respect to calls which MAI determines
are hardware related, MAI shall notify OCL's dispatch
center and provide it with the information MAI has
about the problem so that OCL may dispatch a service
technician to the customer site to resolve the
problem. Upon resolution of the problem, OCL shall
notify MAI of its resolution of the problem and
provide it with the information necessary to permit
MAI to close the can in its records. The parties
agree to work together to link their computer systems
so that this entire process may ordinarily be done
via computer without the need for telephone or other
alternate means of communication.
Immediately following execution of this Agreement the
parties agree to begin working together to transfer
responsibility for incoming trouble calls from Legacy
Customers to OCL. OCL will provide Legacy Customers
with a to free phone number to use to call OCL with
trouble calls to place requests for service. The
parties agree to cooperate to make this transition as
smooth and as customer friendly as reasonably
possible. Upon completion of this process, OCL shall
be completely responsible for the call tracking
process and shall cease providing MAI with call
closure information for the Legacy Customers. At that
time, OCL will begin to provide MAI with mutually
defined reports summarizing its handling of Legacy
Customer calls.
(2) MAI shall continue to invoice its customers pursuant
to the Existing Customer Agreements and be
responsible for the collection of those invoices from
its customers. As part of this function, MAI will
retain the authority to determine if and when service
to a particular customer should be terminated and it
win notify OCL of any such termination of service.
Until receipt of such notification from MAI, OCL
shall continue to provide service to customers as
required by that customer's Existing Customer
Agreement and shall be entitled to be paid by MAI for
such service as provided by this Agreement.
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<PAGE> 28
Following execution of this Agreement the parties
agree to begin working together to determine if it is
practical and economical to transfer responsibility
for the billing of and collection from Legacy
Customers to OCL. Part of this process will be
negotiation of the amount MAI will pay OCL to assume
these functions if the parties decide to proceed with
a transfer of these functions to OCL.
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<PAGE> 29
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
4. TRANSITION
The parties agree to work together to make the transfer of the service
work for Existing Customers from MAI to OCL as smooth as possible. As
part of this transition, MAI will provide OCL with access to its
customer service database and work with OCL to transfer the information
in that database into OCL's customer service database so that it win be
in place and useable by OCL on the Effective Date of this Agreement.
5. PAYMENT
a. For OCL's provision of Equipment Support under an Existing
Customer Agreement MAI will pay [**] recognized by MAI for
financial accounting purposes in connection with the Equipment
Support being provided by OCL ("Revenue") less the burdened
employee cost and the necessary cost of providing facilities
related to the MAI field engineers in British Columbia [**].
The parties recognize that MAI may bill its customers in
advance for the Equipment Support being provided by OCL and
that it may recognize revenue incrementally as the support is
provided. Further, the parties recognize that MAI may
establish a reserve for non-payment which reserve shall be
consistent with GAAP accounting principles and shall be
consistent with MAI's past collection experience of its
Existing Customer Agreements.
b. MAI will pay OCL the payment required pursuant to subparagraph
(a), above, monthly in arrears on or before the fifteenth day
of each month. OCL will not invoice MAI for these amounts.
c. OCL will provide MAI with such information as is necessary for
MAI to bill its customers for nonrecurring Equipment Support
provided by OCL, such as Installation, Time and Materials, and
Warranty Service.
d. Both parties shall have the right to audit the billing and
collection being done by the other related to this Agreement
and each shall provide the other with full access to its
pertinent financial records for the purpose of such audits.
Such access shall be at a reasonable time agreed upon in
advance and shall include the right to make copies of material
records upon confirmation of materiality by the audited party.
All records produced and/or copied by the auditing party are
deemed Confidential and protected by the confidentiality
provisions of this Agreement. Any variations from previously
reported figures disclosed by such audits shall be settled
between the parties by payment within thirty (30) days of the
discovery of such variation.
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<PAGE> 30
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
6. REVENUE BASED PAYMENT ADJUSTMENT
a. ADJUSTMENT. MAI has represented to OCL that, as of the
Effective Date, the Existing Customer Agreements are
generating [**] The parties agree that if, during the initial
term of the Agreement the actual revenue generated by the
Existing Customer Agreements (the "Actual Revenue") during a
calendar quarter is less than the Target Revenue, OCL's
percentage of the revenue from the Existing Customer
Agreements shall be increased by [**] that the Actual Revenue
is less than the Target Revenue. Any partial calendar quarter
will be pro-rated accordingly.
For example, if the Actual Revenue during the first full
calendar quarter of this Agreement is [**] Revenue percentage
will be increased by [**] MAI will at that time pay OCL the
difference between the amount MAI has paid OCL on Existing
Customer Agreement revenue during that calendar quarter at the
[**] and what it would have paid at the [**].
b. IMPLEMENTATION. These changes in the revenue percentage, if
any, will be implemented by reviewing the Actual Revenue at
the end of each full calendar quarter during the contract term
and adjusting the percentage rate accordingly. This adjustment
will be retroactive to the beginning of that calendar quarter
and any payments required to effectuate that adjustment for
the calendar quarter just ended will be made within ten (10)
business days. OCL's percentage of revenue during the
following calendar quarter will be based on the adjusted
percentage rate, which will then be re-evaluated and adjusted
as necessary at the end of the following calendar quarter.
c. THIRD PARTY CONTRACTS. Revenue from MAI's agreements with the
following companies which have been assigned to OCL pursuant
to a separate document has not been included in the Target
Revenue and shall not be considered for the purposes of this
Section of this Agreement:
(1) Aegis Manufacturing Corporation
(2) AGFA Division, Bayer Corporation
(3) Logicsys Technologies, Inc.
(4) Northern Micro
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<PAGE> 31
(5) Patriot Computer Corporation
(6) Renaissance Computer Solutions, Inc.
(7) Sidus Systems, Inc.
7. PARTS
a. MAI will consign to OCL its current inventory of Parts being
used by it to perform Equipment Support pursuant to Existing
Customer Agreements (the "Consigned Parts"). MAI represents
and warrants to OCL that this inventory of Consigned Parts is
adequate in size and mix to properly perform the Equipment
Support OCL will be providing for Existing Customers as of the
Effective Date of this Agreement.
b. OCL will be responsible for the physical transfer of the
Consigned Parts from MAI to OCL. MAI agrees to cooperate fully
with OCL in order to enable the smooth transfer of the
Consigned Parts. Within 90 days of the Effective Date, OCL
will perform a physical inventory of the Consigned Parts and
provide MAI with a written list of the Consigned Parts. OCL
will immediately perform a physical inventory of those
Consigned Parts, if any, which are not the property of MAI and
which have been consigned to it by a third party. This
physical inventory of third party owned Consigned Parts will
be binding on the parties for purposes of adjusting any
shortage of such parts with the third party owner.
c. OCL will be responsible for maintaining the Consigned Parts in
the general condition and quantities as they were received
from MAI. OCL shall keep the Consigned Parts in such a manner
so that they are separately identifiable from OCL owned Parts.
As the Consigned Parts are used by OCL to perform Equipment
Support, OCL shall replace them with the exchanged part from
the customer equipment, after first making any necessary
repairs to the exchanged part. Exchanged parts which are not
repairable shall be replaced by OCL. OCL will be
subcontracting the actual repair of the Consigned Parts to a
third party and MAI hereby consents to that subcontracting.
Amounts or types of Parts added to the Consigned Parts by OCL
shall be the property of OCL and shall not be delivered to MAI
upon termination of this Agreement.
Should it become impractical for OCL to obtain replacement
parts (either because they are not reasonably available or not
reasonably affordable) OCL shall not be required to replace
unrepairable portions of the Consigned Inventory and shall be
relieved of its obligation to provide Equipment Support to the
extent it is prevented from doing so by this inability to
obtain replacement parts.
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<PAGE> 32
d. Upon termination of this Agreement, OCL will return the
Consigned Parts to MAI in the quantities and condition it
received them from MAI, ordinary wear and tear excepted.
e. OCL agrees that MAI may search all pertinent public records,
file financing statements, and take other necessary steps to
protect MAI's ownership of the Consigned Parts against claims
of creditors and carry out the purposes of this Agreement. OCL
agrees to promptly execute and deliver to MAI all financing
statements and other documents necessary to permit MAI to
carry out such steps and otherwise cooperate with MAI's
efforts to protect its ownership of the Consigned Parts.
8. TOOLS
a. MAI will loan to OCL its current inventory of tools (including
laptop computers and diagnostic software) being used by its
field engineer work force or repair center to perform
Equipment Support pursuant to Existing Customer Agreements
(the "Consigned Tools"). MAI represents and warrants to OCL
that this inventory of Consigned Tools is adequate in size and
mix to properly perform the Equipment Support OCL will be
providing for Existing Customers as of the Effective Date of
this Agreement. The Consigned Tools shall remain the property
of MAI. OCL win be responsible for maintaining the Consigned
Tools in the general condition as they were received from MAI,
ordinary wear and tear excepted.
b. OCL will be responsible for the physical transfer of the
Consigned Tools from MAI to OCL. MAI agrees to cooperate fully
with OCL in order to enable the smooth transfer of the
Consigned Tools. Within 90 days of the Effective Date, OCL
will perform a physical inventory of the Consigned Tools and
provide MAI with a written list of the Consigned Tools.
c. OCL shall keep the Consigned Tools in such a manner so that
they are separately identifiable from OCL owned tools. Upon
termination of this Agreement OCL will return the Consigned
Tools to MAI in the condition it received them from MAI,
ordinary wear and tear excepted.
d. OCL agrees that MAI may search all pertinent public records,
file financing statements, and take other necessary steps to
protect NW's ownership of the Consigned Tools against claims
of creditors and carry out the purposes of this Agreement. OCL
agrees to promptly execute and deliver to MAI all financing
statements and other documents necessary to permit MAI to
carry out such steps and otherwise cooperate with MAI's
efforts to protect its ownership of the Consigned Tools.
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<PAGE> 33
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
9. WARRANTY SERVICE
a. OCL will provide Warranty Service under warranty obligations
in place on the Effective Date of this Agreement in accordance
with those warranties and will seek reimbursement from the
warranty provider in accordance with its usual terms. Where
the warranty provider is MAI, MAI will reimburse OCL on a Time
and Materials basis at the reduced rates of [**] outside
Normal Service Hours.
10. NEW BUSINESS DEVELOPMENT
a. EXISTING CUSTOMERS. Except for those Existing Customers with
whom OCL or its corporate affiliates has a pre-existing
relationship as of the Effective Date of this Agreement OCL
shall not solicit or contract with Existing Customers for any
products or services without MAI's express written consent.
Except as expressly prohibited by this provision, OCL shall not
be limited in its ability to conduct it business as if it had
not entered into this Agreement with MAI.
MAI agrees not to unreasonably withhold or delay its consent to
requests from OCL to solicit or contract with Existing
Customers for the sale of products or services which are not
competitive with a product or service sold by MAI. In granting
its consent, MAI shall be entitled to place reasonable
restrictions on the manner in which OCL interacts with the
Existing Customers, for example by precluding the involvement
of the OCL employees who provide Equipment Support for that
Existing Customer pursuant to this Agreement. In the event MAI
withholds its consent to a request by OCL to solicit or
contract with an Existing Customer, OCL shall be entitled to
terminate this Agreement upon one hundred eighty (180) days
prior written notice to MAI without further liability or
obligation to MAI. OCL's failure to exercise this right to
terminate on one or more occasions when it has the opportunity
to do so shall not be deemed to constitute a waiver of such
right or any other rights hereunder
b. MAI NON-SERVICE CUSTOMERS. There are persons using MAI
hardware and software who, as of the Effective Date, do not
have an existing agreement with MAI for Equipment Support
("MAI Non-Service Customers"). OCL is free to solicit
contracts with MAI Non-Service Customers (except those who MAI
is prohibited from soliciting pursuant to its July 21, 1993
agreement with Banwell) for any types of products or services,
including contracts for all types of Equipment Support.
Contracts for Equipment Support with MAI Non-Service Customers
shall be entered into between the customer and MAI, on terms
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<PAGE> 34
negotiated by OCL, and shall be treated as Existing Customer
Agreements for purposes of this Agreement.
[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MAI agrees to reimburse OCL for [**] of the sales costs
(including the sales commission) it incurs in connection with
obtaining a Contract for Equipment Support with an MAI
Non-Service Customer.
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<PAGE> 35
APPENDIX F-1
IDENTIFICATION OF CUSTOMERS
ATTACHED
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<PAGE> 36
APPENDIX F-2
SAMPLE CUSTOMER AGREEMENTS
ATTACHED
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<PAGE> 37
Page:
DEPOT AGREEMENT
Between Branch:
MAI CANADA, LTD Agreement:
And Date:
CUSTOMER:
BILLING ADDRESS:
CITY: PROVINCE: POSTAL CODE:
- --------------------------------------------------------------------------------
1. TERMS OF AGREEMENT
This Agreement shall have an initial term of one (1) year from the
effective date specified in Schedule one (1) hereof and shall continue in full
force thereafter until terminated in the manner hereinafter provided. This
Agreement may be terminated during the initial term or at any time thereafter by
either party giving three (3) months' prior written notice of termination to the
other party. Any item of equipment may be withdrawn from this agreement by
either party upon three (3) months' prior written notice to the other party.
2. PAYMENTS AND CHARGES
The annual charges provided for in this Agreement commence on the
effective date stated in Schedule one (1) hereof and will be invoiced as of the
first of the month. Payment of each invoice shall be made in full within thirty
(30) days after the date of the invoice. If this agreement is effective with
respect to any item of equipment for less than a full calendar month, the charge
for each day for such item shall be computed at the a rate of 1/30th of the
monthly rate.
The annual charges set out in Schedule one (1) hereof are those currently
in effect and are subject to charge by MAI giving three (3) months' prior
written notice of such change to the Customer. If the annual charges are
increased, the Customer may, on the effective date of such increase, terminate
this agreement or withdraw from this agreement any item of equipment affected by
the increase by giving one (1) months' prior written notice of such termination
or withdraw to MAI.
There shall be added to the charges payable hereunder amounts equal to
any sales, use, excise or other taxes or duties, however designated, which are
levied or based on such charges or on this agreement on the services rendered or
parts supplied pursuant hereto and which are paid or payable by MAI, exclusive,
however, of taxes based on net income.
3. SCOPE OF SERVICE
The remedial services to be provided under this agreement consist of
warranty service and repair and parts service. MAI will not provide preventative
maintenance under this agreement. Parts will be furnished on an exchange basis
and the replaced parts will become the property of MAI. The remedial services
performed at the MAI Repair Depot referred to in Schedule one (1) hereof.
The Customer will determine when remedial services are required utilizing
procedures supplied by MAI, and will ship the equipment or machine part
requiring remedial services to the MAI Repair Depot. Upon its return from the
MAI Repair Depot, the Customer will install the equipment or machine part in its
operational location and check it s performance in the operational location.
Machine parts within each type of equipment will be specified by MAI.
Charges for shipping equipment and machine parts to the MAI Repair Depot
will be prepaid by the Customer, and the return shipping charges will be paid by
the Customer on a collect basis.
Except for any loss or damage caused by MAI's negligence, MAI shall have
no responsibility for any risk of loss or damage to any equipment or machine
parts while in transit or while in the possession of MAI at the MAI Repair
Depot.
4. EXCLUSIONS
The remedial services to be provided by MAI under this agreement do not
include programming services or the repair of damage or replacement of parts or
other service required by reason of:
- - failure of the Customer to continually provide a suitable installation
environment as prescribed by MAI
- - failure or inadequacy of electrical power, air conditioning, or humidity
control
- - neglect, misuse, accident or disaster (including, without limitation, fire,
flood, and water) and other causes other than ordinary use
- - alterations of equipment or the connection of equipment to a non-MAI machine
or device or
- - the use of supplies.
The replacement of parts, such as cathode ray tubes is limited to "failure" of
such parts and does not include such occurrences as burnt phosphor of the CRT
screen.
5. OTHER SERVICES
At the Customer's request, services outside the scope of this agreement
will be furnished at MAI's applicable time and material rates in effect from
time to time.
6. INSTALLATION AND CONTROL OF ENGINEERING AND SAFETY CHANGES
MAI will control and install all engineering changes it deems necessary
on equipment covered by this agreement unless otherwise requested by the
Customer in writing. There will be no charge for such engineering changes.
MAI will control and install, without charge, all safety changes it deems
necessary. If the Customer refused to permit installation of safety change, or
removes once already installed, MAI may, if conditions warrant, discontinue
providing maintenance service until the hazard has been corrected.
7. LIMITATION OF LIABILITY
MAI shall not be in any way liable or responsible for any special,
incidental, or consequential losses or damages in any way arising from the
provision or the failure to provide any services to the equipment covered by
this agreement, or to the operating system or any application software, even if
MAI has been advised of the possibility of any such losses or damages, including
but not limited to loss of revenue, loss of profits, failure to realize savings
on any liability of the customer to another party, and in any event a liability
of MAI for losses or damages resulting from any cause whatsoever shall be
limited to an amount equal to the total annual charges payable hereunder.
8. GENERAL
The Customer represents that it is the owner of the equipment covered by
this agreement, or if not the owner, that it has the authority to enter into
this agreement.
Either party may terminate this agreement at any time for failure of the
other party to perform any of its obligations or agreements.
THIS AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN MAI AND THE
CUSTOMER WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES EXPRESS OR
IMPLIED BY STATUTE, USAGE OR TRADE OR OTHERWISE, OTHER THAN AS SET FORTH HEREIN.
Any notice or other communication to be given hereunder shall be in
writing and mailed, if to MAI to the address of the MAI Repair Depot shown in
Schedule one (1) hereof, and if to the Customer to the address of the Customer
shown in Schedule one (1) hereof, or to such other address as such party shall
have therefore designated by notice in writing to the other party. Such notice
or communication shall be deemed delivered when sent postage prepaid (air mail
if mailed more than 200 miles from the place of delivery), registered mail,
return receipt requested.
This agreement will be governed by the laws of the province in which the
equipment covered by this agreement is located.
Signature
---------------------------------
-37-
<PAGE> 38
SCHEDULE 1
MAI CANADA LTD PAGE:
6700 COTE DE LIESSE, SUITE 103
ST-LAURENT (QC) BRANCH OFFICE:
H4T 1E3 AGREEMENT:
ANNIVERSARY DATE:
DATE:
CUSTOMER NUMBER:
<TABLE>
<S> <C> <C> <C> <C> <C>
BILLING ADDRESS INSTALLATION ADDRESS
- ---------------------------------------------------------------------------------------------------------------------------
CUSTOMER NAME: CUSTOMER NAME:
- ---------------------------------------------------------------------------------------------------------------------------
ADDRESS: ADDRESS:
- --------------------- ------------------ ----------------------- -------------------- --------------------- ---------------
CITY: PROVINCE: POSTAL CODE: CITY PROVINCE: POSTAL CODE:
- --------------------- ------------------ ----------------------- -------------------- --------------------- ---------------
CONTACT: TELEPHONE NO.: CONTACT TELEPHONE NO.:
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
MAI BY ITS ACCEPTANCE HEREOF, AGREES TO PROVIDE ITS REMEDIAL AND PREVENTATIVE
MAINTENANCE SERVICES FOR THE EQUIPMENT AND FEATURES LISTED BELOW IN ACCORDANCE
WITH THE FOLLOWING TERMS.
PERIOD OF MAINTENANCE AVAILABILITY IS MONDAY TO FRIDAY, 8:30 A.M. TO 5:30 P.M.
<TABLE>
<CAPTION>
MAINTENANCE SERVICE SELECTION: BILLING PERIOD:
- ----------------------------- --------------
<S> <C> <C> <C> <C>
ON SITE $ DEPOT AGREEMENT $ PARTS ONLY AGREEMENT $ ANNUALLY $ OTHER
-------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FSM SERIAL MARKET EFFECTIVE WNT SERVICE
NUMBER NUMBER DESCRIPTION CODE DATE DAYS LEVEL
------ ------ ----------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
ACCEPTED AND AGREED MAI CANADA, LTD. AGREED:
<S> <C>
DATE: DATE:
---------------------------------------------- ---------------------------------------------------
BY: BY:
---------------------------------------------- ----------------------------------------------------
AUTHORIZED REPRESENTATIVE TITLE: AUTHORIZED REPRESENTATIVE TITLE:
------------------ -----------------------
REPRESENTATIVE NAME: REPRESENTATIVE NAME:
------------------------------ -----------------------------------
(PLEASE PRINT)
</TABLE>
-38-
<PAGE> 39
Page: 1 OF 2
MAINTENANCE AGREEMENT
Between Branch:
MAI CANADA, LTD Agreement:
And Date:
CUSTOMER:
BILLING ADDRESS:
CITY: PROVINCE: POSTAL CODE:
- --------------------------------------------------------------------------------
1. TERMS OF AGREEMENT
This Agreement shall have an initial term of one (1) year from the
effective date specified in Schedule one (1) hereof and shall continue in full
force thereafter until terminated in the manner hereinafter provided. This
Agreement may be terminated during the initial term or at any time thereafter by
either party giving three (3) months' prior written notice of termination to the
other party. Any item of equipment may be withdrawn from this agreement by
either party upon three (3) months' prior written notice to the other party.
2. ANNUAL CHARGES
The annual charges provided for in this agreement commence on the
effective date stated in the introduction hereof and will be invoiced as of the
first of the month. Payment shall be made in full within (3) days after the date
of invoice. If this agreement is effective with respect to any item of equipment
for less than a full calendar month, the charge for each day for such item shall
be computed at the rate of 1/30th of the monthly rate.
All charges specified are those currently in effect and are subject to
change upon three (3) months' prior written notice. If the charges are
increased, the Customer may, on the effective date of such increase, terminate
this agreement or withdraw from any service any item of equipment affected by
delivering one (1) months' prior written notice, otherwise, the new charges
shall become effective upon the date specified in the notice.
There shall be added to the charges payable hereunder amounts equal to
any sales, use, excise or other taxes or duties, however designated, which are
levied or based on such charges or on this agreement on the services rendered or
parts supplied pursuant hereto and which are paid or payable by MAI, exclusive,
however, of taxes based on net income.
3. SCOPE OF MAI'S MAINTENANCE SERVICE
MAI agrees to provide maintenance service during the periods selected by
the Customer to keep the equipment and features in good working order. This
includes:
(a) Scheduled preventative maintenance based upon the specific needs of the
individual machines as determined by MAI. Preventative maintenance includes
lubrication, necessary adjustments and replacement of unserviceable parts.
(b) Unscheduled, on call remedial maintenance, including replacement of
unserviceable parts. Parts will be furnished on an exchange basis and will be
new parts or parts equivalent in new performance when used in these machines.
Replaced parts become the property of MAI.
4. EXCLUSIONS
MAI's maintenance service provided hereunder does not include:
(a) Electrical work external to the machine.
(b) Repair or damage resulting from accident, transportation, neglect or misuse,
failure of electrical power, air conditioning or humidity control or causes
other than ordinary use.
(c) Furnishing platens, supplies or accessories, painting or refinishing the
machines or furnishing materials therefore making specification changes or
performing services connected with relocation of machines; or adding or
removing accessories, attachments or other devices.
(d) Furnishing of print heads, unless otherwise stated.
(e) Replacement of cathode ray tubes ("CRT's") for phosphur burn.
(f) Such service which is impractical for MAI Customer Engineers to render
because of alterations in the machines or their connection by mechanical or
electrical means to another machine or device.
(g) Programming or program maintenance.
(h) Network maintenance.
5. OTHER SERVICES
At the Customer's request, services outside the scope of this agreement
will be furnished at MAI's applicable time and material rates in effect.
6. ACCESS TO EQUIPMENT
(a) MAI shall have full and free access to the equipment to provide service
thereon and the customer shall provide a safe place in which to perform such
services. If persons other than MAI Customer Engineers shall repair, modify or
perform any maintenance on any equipment covered by this agreement and as a
result thereof further maintenance services by MAI is required to restore the
machine to good operating condition, such maintenance services will be made at
MAI's applicable time and material rates and terms then in effect.
(b) Customer shall be responsible for maintaining a procedure external t the
Product hardware for reconstruction of least or altered file, data or programs
to the extent deemed necessary by Customer, and for actual reconstruction of any
lost or altered files, data or programs.
7. EQUIPMENT CHANGES
If, with the consent of MAI, the Customer shall acquire any additional
equipment ("Additions"), discontinues the use of any equipment ("Deletions") or
replace any equipment with the same or a different type of equipment
("Changes"), MAI shall prepare and send to the Customer its standard form
Amendment to this agreement reflecting such Additions, Deletions and/or Changes
and stating the description including model and serial number, the effective
date and MAI's annual maintenance charge for the equipment involved in any such
Additions, Deletions or Changes. Any such Amendment shall not require execution
by the Customer and shall be binding on the Customer unless it gives notice of
objection in writing to MAI within thirty days after receipt of such Amendment.
Only the equipment and features described on the Maintenance Agreement
and as amended from time to time is covered. Substitutions by the original
equipment manufacturer and those authorized by MAI will be included in this
agreement without the need for an Amendment.
8. PERIODS OF MAINTENANCE SERVICE AVAILABILITY
The annual charges entitles the Customer to workday maintenance service
availability during any period of nine (9) consecutive hours between the hours
of 8:00 a.m. and 6:00 p.m. daily, as selected by the Customer, Monday through
Friday, except legal holidays. The hours of maintenance service availability for
a machine on Monday through Friday, except legal holidays, shall be the same on
each day.
9. TRAVEL EXPENSES
MAI will charge customers located beyond eighty (80) Km. From MAI's
designated servicing branch office or service point a Remote Incident Charge per
kilometer, measured in air kilometers. If the call necessitates an overnight
stay a per diem charge is payable. The Remote Incident Charge and the per diem
charge are charged at MAI's applicable rates then in effect.
10. MAINTENANCE SERVICES OUTSIDE SELECTED PERIODS
If the Customer requests unscheduled, on call remedial maintenance to be
performed at a time which is outside the selected periods of maintenance service
availability, the service will be furnished at MAI's standard hourly rates and
terms then in effect. Travel time and expenses are billable in connection with
such maintenance. There is a minimum charge of one hour including travel time
per MAI shift for calls taken within MAI's normal working hours, and two hours
including travel time, per MAI shift for calls taken outside of MAI's normal
working hours. For the purpose of this agreement, any request for unscheduled,
on-call remedial maintenance service received or started during the selected
periods of maintenance service availability and completed within one (1) hour
after such period will be treated as having been performed within such period
and no additional charges will be made therefor.
11. INSTALLATION AND CONTROL OF ENGINEERING AND SAFETY CHANGES
MAI will control and install all engineering changes it deems necessary
on equipment covered by this agreement unless otherwise requested by the
Customer in writing. There will be no charge for such engineering changes.
MAI will control and install, without charge, all safety changes it deems
necessary. If the Customer refused to permit installation of safety change, or
removes once already installed, MAI may, if conditions warrant, discontinue
providing maintenance service until the hazard has been corrected.
12. GENERAL
The Customer represents that it is the owner of the equipment covered by
this agreement, or if not the owner, that it has the authority to enter into
this agreement.
Either party may terminate this agreement at any time for failure of the
other party to perform any of its obligations or agreements.
Any notice or other communication to be given hereunder shall be in
writing and mailed, if to MAI to the address of the MAI Repair Depot shown in
Schedule one (1) hereof, and if to the Customer to the address of the Customer
shown in Schedule one (1) hereof, or to such other address as such party shall
have therefore designated by notice in writing to the other party. Such notice
or communication shall be deemed delivered when sent postage prepaid (air mail
if mailed more than 200 miles from the place of delivery), registered mail,
return receipt requested.
MAI shall not be in any way liable or responsible for any special,
incidental, or consequential losses or damages in any way arising from the
provision or the failure to provide any services to the equipment covered by
this agreement, or to the operating system or any application software, even if
MAI has been advised of the possibility of any such losses or damages, including
but not limited to loss of revenue, loss of profits, failure to realize savings
on any liability of the customer to another party, and in any event a liability
of MAI for losses or damages resulting from any cause whatsoever shall be
limited to an amount equal to the total annual charges payable hereunder.
THIS AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN MAI AND THE
CUSTOMER WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES EXPRESS OR
IMPLIED BY STATUTE, USAGE OR TRADE OR OTHERWISE, OTHER THAN AS SET FORTH HEREIN.
No provision of this agreement shall be deemed, waived, amended, or modified by
either party unless such waiver, amendment or modification be in writing signed
by the party against whom it is sought to enforce the waiver, amendment or
modification, and the terms and conditions hereof shall prevail notwithstanding
any variance with the terms and conditions of any order submitted by the
Customer for the repair or maintenance of the equipment.
This agreement will be governed by the laws of the province in which the
equipment is to be installed by MAI.
Signature
---------------------------------
-39-
<PAGE> 40
SCHEDULE 1
MAI CANADA LTD PAGE: 2 OF 2
6700 COTE DE LIESSE, SUIT 103
ST-LAURENT (QC) BRANCH OFFICE:
H4T 1E3 AGREEMENT:
ANNIVERSARY DATE:
DATE:
CUSTOMER NUMBER:
<TABLE>
<S> <C> <C> <C> <C> <C>
BILLING ADDRESS INSTALLATION ADDRESS
- ----------------------------------------------------------------------------------------------------------------------------
CUSTOMER NAME: CUSTOMER NAME:
- ----------------------------------------------------------------------------------------------------------------------------
ADDRESS: ADDRESS:
- ----------------------------------------------------------------------------------------------------------------------------
CITY: PROVINCE: POSTAL CODE: CITY PROVINCE: POSTAL CODE:
- ----------------------------------------------------------------------------------------------------------------------------
CONTACT: TELEPHONE NO.: CONTACT TELEPHONE NO.:
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
MAIL BY ITS ACCEPTANCE HEREOF, AGREES TO PROVIDE ITS REMEDIAL AND PREVENTATIVE
MAINTENANCE SERVICES FOR THE EQUIPMENT AND FEATURES LISTED BELOW IN ACCORDANCE
WITH THE FOLLOWING TERMS. PERIOD OF MAINTENANCE AVAILABILITY IS MONDAY TO
FRIDAY, 8:30 A.M. TO 5:30 P.M.
<TABLE>
<CAPTION>
MAINTENANCE SERVICE SELECTION: BILLING PERIOD:
- ----------------------------- --------------
<S> <C> <C> <C> <C>
ON SITE $ DEPOT AGREEMENT $ PARTS ONLY AGREEMENT $ ANNUALLY $ OTHER______
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FSM SERIAL MARKET EFFECTIVE WNT SERVICE
NUMBER NUMBER DESCRIPTION CODE DATE DAYS LEVEL
------ ------ ----------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
*** BILLING WILL COMMENCE AT THE END OF THE WARRANTY PERIOD, WHICH IS
CALCULATES AS EFFECTIVE DATE + WARRANTY DAYS ***
TOTAL MONTHLY CHARGE:
<TABLE>
<CAPTION>
ACCEPTED AND AGREED MAI CANADA, LTD. AGREED:
<S> <C>
DATE: DATE:
------------------------------------------------- ---------------------------------------------------
BY: BY:
------------------------------------------------- ---------------------------------------------------
AUTHORIZED REPRESENTATIVE TITLE: AUTHORIZED REPRESENTATIVE TITLE:
----------------------- ------------------------
REPRESENTATIVE NAME: REPRESENTATIVE NAME:
--------------------------------- -----------------------------------
(PLEASE PRINT)
</TABLE>
-40-
<PAGE> 41
Page: 1 OF 2
PARTS ONLY AGREEMENT
Between Branch:
MAI CANADA, LTD Agreement:
And Date:
CUSTOMER:
BILLING ADDRESS:
CITY: PROVINCE: POSTAL CODE:
- --------------------------------------------------------------------------------
I. SCOPE OF AGREEMENT
a) Subject tot he terms of this Agreement, by its acceptance hereof, MAI
CANADA LTD, ("MAI") agrees to provide the customer specified n Schedule
one (1) hereof (the "Customer") with replacement parts for the u nit or
units of equipment specified in Schedule one (1) of this Agreement (the
"Equipment"). Such parts will be furnished on a replacement basis and
will be new parts or parts equivalent to new in performance when used
in or on the Equipment. Replaced parts shall become the property of
MAI. MAI agrees to provide replacement parts for the Equipment for the
charges set out in Schedule one (1) of this Agreement ( the "Annual
Charges) and subject to the terms of paragraph 3 hereof.
b) The Customer acknowledges and agrees that it is a condition of MAI's
obligations hereunder that maintenance services in respect of the
Equipment will be performed or furnished exclusively by MAI and further
agrees that the Equipment will not be worked on by anyone other than an
MAI representative or employee. All such maintenance service, excluding
the supply of replacement parts provided for above, shall be provided
or furnished at MAI's applicable hourly maintenance and repair charge
or rate and on terms then and from time to time in effect and only upon
request by the Customer.
c) If the Equipment is serviced or worked on by anyone other than an MAI
representative or employee, then in such event MAI's obligations under
this Agreement shall, at its option excersiable by notice to the
Customer, be immediately terminated.
2. TERMS OF AGREEMENT
This Agreement shall have an initial term of one (1) year from the
effective date specified on Schedule one (1) hereof, (the "Effective
Date"). This Agreement may be terminated by either party giving three (3)
months' prior written notice to that effect to the other.
3. ANNUAL CHARGES
a) The Annual Charges provided for in this Agreement commence on the
Effective Date. Each year during the term of this Agreement, the
Customer will be invoiced for one (1) year in advance, as of the
Effective Date. Payment in full shall be made within thirty (30) days
of the date of such invoice.
b) If this Agreement is effective for less than a full year, the Annual
Charges shall be pro rated by MAI for the period of this Agreement was
in effect and the balance, if any of pre-paid Annual Charges shall be
refunded to the Customer.
c) All Annual Charges specified are those currently in effect and are
subject to change upon three (3) months' prior written notice by MAI.
If the Annual Charges are changed, the new charges shall become
effective upon the date specified in such notice.
d) There shall be added to the Annual Charges due hereunder amounts equal
to any taxes, however, designated, levied or based on such charges,
this Agreement or the goods or services provided hereunder, including
any federal, provincial or municipal taxes or other amounts due or
payable by MAI in respect of the foregoing, exclusive however, of taxes
based on the net income of MAI.
4. EXCLUSIONS
MAI's obligations under this Agreement does not include:
a) Maintenance service required to keep the Equipment in good working
order.
b) Replacement of parts made necessary as a result of:
- accident, neglect or misuse to or of the Equipment,
- the attachment of equipment, parts or devices not approved by MAI, to
the Equipment,
- any mechanical or electrical alterations to the Equipment not
approved by MAI,
- any other cause other than ordinary use.
c) Replacement of cathode ray tubes ("CRT's") for phosphor burn.
5. ENGINEERING AND SAFETY CHANGES
MAI will control and install all engineering and safety changes it deems
necessary on the parts covered by this Agreement unless otherwise requested
by the Customer in writing.
6. GENERAL
a) The Customer represents that it is the owner of the Equipment or, if
not the owner, that it has the authority to enter into this Agreement.
b) Either party may terminate this agreement at any time, by notice to
that effect to the other, for the failure of the other to comply with
any of the terms and conditions hereof.
c) Any notice or other communication to be given hereunder shall be in
writing and mailed, if to MAI to the address of the MAI's branch office
shown in Schedule one (1) and, if to the Customer, to the address shown
in Schedule one (1), or to such other address as such party shall have
therefore designated by notice in writing to the other party. Such
notice or communication shall be deemed delivered ten (10) days after
having been sent postage prepaid, registered and return receipt
requested.
d) The Customer agrees that MAI shall not be in any way liable or
responsible for any special, incidental, or consequential losses or
damages in any way arising from the provision or the failure to provide
any services to the equipment covered by this Agreement, or to the
operating system or any application software, even if MAI has been
advised of the possibility of any such losses or damages, including but
not limited to loss of revenue, loss of profits, failure to realize
savings on any liability of the customer to another party, and in any
event a liability of MAI for losses or damages resulting from any cause
whatsoever shall be limited to an amount equal to the total annual
charges payable hereunder for one (1) year.
e) THIS AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN MAI AND THE
CUSTOMER WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES
EXPRESS OR IMPLIED BY STATUTE, USAGE OR TRADE OR OTHERWISE, OTHER THAN
AS SET FORTH HEREIN. No provision of this Agreement shall be deemed,
waived, amended, or modified by either party unless such waiver,
amendment or modification be in writing signed by the party against
whom it is sought to enforce the waiver, amendment or modification, and
the terms and conditions hereof shall prevail notwithstanding any
variance with the terms and conditions of any order submitted by the
Customer for the repair or maintenance of the Equipment.
f) This Agreement will be governed by the laws of the Province in which
the Equipment is installed.
g) In this Agreement the masculine shall include the feminine and neuter
and the singular shall include the plural and vice versa or as the
context otherwise requires.
Signature
------------------------------------
-41-
<PAGE> 42
SCHEDULE 1
MAI CANADA LTD PAGE: 2 OF 2
6700 COTE DE LIESSE, SUITE 103
ST-LAURENT (QC) BRANCH OFFICE:
H4T 1E3 AGREEMENT:
ANNIVERSARY DATE:
DATE:
CUSTOMER NUMBER:
<TABLE>
<S> <C> <C> <C> <C> <C>
BILLING ADDRESS INSTALLATION ADDRESS
- ---------------------------------------------------------------- -----------------------------------------------------------------
CUSTOMER NAME: CUSTOMER NAME:
- ---------------------------------------------------------------- -----------------------------------------------------------------
ADDRESS: ADDRESS:
- --------------------- ------------------ ----------------------- -------------------- --------------------- ----------------------
CITY: PROVINCE: POSTAL CODE: CITY PROVINCE: POSTAL CODE:
- --------------------- ------------------ ----------------------- -------------------- --------------------- ----------------------
CONTACT: TELEPHONE NO.: CONTACT TELEPHONE NO.:
- --------------------- ------------------ ----------------------- -------------------- --------------------- ----------------------
</TABLE>
MAIL BY ITS ACCEPTANCE HEREOF, AGREES TO PROVIDE ITS REMEDIAL AND PREVENTATIVE
MAINTENANCE SERVICES FOR THE EQUIPMENT AND FEATURES LISTED BELOW IN ACCORDANCE
WITH THE FOLLOWING TERMS. PERIOD OF MAINTENANCE AVAILABILITY IS MONDAY TO
FRIDAY, 8:30 A.M. TO 5:30 P.M.
<TABLE>
<CAPTION>
MAINTENANCE SERVICE SELECTION: BILLING PERIOD:
- ----------------------------- --------------
<S> <C> <C> <C> <C>
ON SITE $ DEPOT AGREEMENT $ PARTS ONLY AGREEMENT $ ANNUALLY $ OTHER___________
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FSM SERIAL MARKET EFFECTIVE WNT SERVICE
NUMBER NUMBER DESCRIPTION CODE DATE DAYS LEVEL
------ ------ ----------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
ACCEPTED AND AGREED MAI CANADA, LTD. AGREED:
<S> <C>
DATE: DATE:
-------------------------------------------------------- ----------------------------------------------------
BY: BY:
----------------------------------------------------------- ------------------------------------------------------
AUTHORIZED REPRESENTATIVE TITLE: AUTHORIZED REPRESENTATIVE TITLE:
------------------------------ ------------------------
REPRESENTATIVE NAME: REPRESENTATIVE NAME:
------------------------------------------ -------------------------------------
(PLEASE PRINT)
</TABLE>
-42-
<PAGE> 43
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PORTIONS OF EXHIBIT 10.2 HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SCHEDULE G - TARGET EMPLOYEES
MAI CANADA, LTD.
TRANSFER OF SERVICE EMPLOYEES TO OLIVETTI
AS AT: FEBRUARY 21, 1997
<TABLE>
<CAPTION>
DATE OF HIRE
ANNUAL ------------
#EMP NAME OF EMPLOYEE POSITION SALARY MM DD YR
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 325 [**] [**] Sr. Cust. Eng. [**] 5 9 83
2 819 [**] [**] Sr. Cust. Eng. [**] 10 9 84
3 901 [**] [**] Sr. Cust. Eng. [**] 3 15 84
4 1025 [**] [**] Sr. Cust. Eng. [**] 3 26 84
5 1725 [**] [**] Sr. Cust. Eng. [**] 9 3 76
6 1814 [**] [**] Sr. Cust. Eng. [**] 1 16 79
7 1916 [**] [**] Tech. Specialist [**] 3 3 75
8 1951 [**] [**] Sr. Cust. Eng. [**] 1 30 87
9 2921 [**] [**] Tech. Specialist [**] 1 13 75
10 3005 [**] [**] Sr. Cust. Eng. [**] 4 1 83
11 3480 [**] [**] Sr. Cust. Eng. [**] 4 21 77
12 3692 [**] [**] Sr. Cust. Eng. [**] 2 18 80
13 5017 [**] [**] Sr. Cust. Eng. [**] 10 16 78
14 5168 [**] [**] Sr. Cust. Eng. [**] 11 18 85
15 5192 [**] [**] Sr. Cust. Eng. [**] 12 16 85
16 5858 [**] [**] Sr. Cust. Eng. [**] 3 30 84
17 5949 [**] [**] Sr. Cust. Eng. [**] 5 19 89
18 6735 [**] [**] Sr. Cust. Eng. [**] 9 9 85
19 6930 [**] [**] Sr. Cust. Eng. [**] 12 14 81
20 6984 [**] [**] Sr. Cust. Eng. [**] 9 22 80
21 6991 [**] [**] Sr. Cust. Eng. [**] 11 12 79
22 7455 [**] [**] Sr. Cust. Eng. [**] 5 15 80
23 7550 [**] [**] Sr. Cust. Eng. [**] 10 24 86
24 7829 [**] [**] Sr. Cust. Eng. [**] 10 31 80
25 7873 [**] [**] Sr. Cust. Eng. [**] 1 25 82
26 7897 [**] [**] Tech. Specialist [**] 12 21 81
27 8045 [**] [**] Sr. Cust. Eng. [**] 7 7 86
28 8311 [**] [**] Sr. Cust. Eng. [**] 10 27 80
29 8487 [**] [**] Sr. Cust. Eng. [**] 10 6 80
30 8562 [**] [**] Sr. Cust. Eng. [**] 3 7 85
31 8971 [**] [**] Sr. Cust. Eng. [**] 11 30 80
HELP DESK EMPLOYEES:
32 1130 [**] [**] Help Desk [**] 4 4 83
Support
33 2789 [**] [**] Help Desk [**] 9 2 68
Support
LOGISTICS
34 3233 [**] [**] Inventory [**] 3 2 79
Control Coor.
DISTRICT MANAGERS
35 2790 [**] [**] District [**] 3 9 81
Manager
36 5451 [**] [**] District [**] 2 10 75
Manager
</TABLE>
<TABLE>
<CAPTION>
YEARS OF LOCATION
#EMP NAME OF EMPLOYEE SERVICE MAI BRANCH STREET CITY PROVINCE POSTAL CODE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 325 [**] [**] 13 Toronto 12 Deverell Street Whitby ON L1R 1W4
2 819 [**] [**] 12 Toronto 4 Ensign Place Willowsdale ON M2L 2R3
3 901 [**] [**] 12 Milton 386 South St. Belle River ON N0R 1A0
4 1025 [**] [**] 12 Quebec 99 Juneau Victoriaville QC G6P 8V1
5 1725 [**] [**] 20 Montreal 11506 Ovide Montreal - N QC H1G 3Y8
Clermont
6 1814 [**] [**] 18 Quebec 590 Rue Cartier Victoriaville QC G6P 8R6
7 1916 [**] [**] 21 Milton 294 30th Street Toronto ON M8W 3E4
8 1951 [**] [**] 10 Ottawa 6734 Tooney Drive Gloucester ON K1C 6R1
9 2921 [**] [**] 22 Toronto 125 Bamburgh Scarborough ON M1W 3G4
Circle #1111
10 3005 [**] [**] 13 Toronto 45 Tulare Crescent Don Mills ON M3A 2B9
11 3480 [**] [**] 19 Milton 3 Sagewood Place Guelph ON N1G 3N3
12 3692 [**] [**] 17 Halifax R.R. #2 Mount Uniacke NS B0N 1Z0
13 5017 [**] [**] 18 Toronto 255 Rhodes Avenue Toronto ON M4L 3A2
14 5168 [**] [**] 11 Montreal 4300 E. La Seine #206 Chomedey QC H7W 2S3
15 5192 [**] [**] 11 Quebec 309 Du Ruisseau Beauport QC G1C 5A2
16 5858 [**] [**] 12 Winnipeg P.O. Box 3095 Stonewall MB R0C 2Z0
17 5949 [**] [**] 7 Montreal 80 Avenue Du Parc #4 Lle Bizard QC H9C 2N3
18 6735 [**] [**] 11 Halifax 133 Olympic Cres. Moncton NB E1E 4B8
19 6930 [**] [**] 15 Milton 70 Cabernet Circle Rexvale ON M9V 4Z3
20 6984 [**] [**] 16 Calgary 4627 Rundleville Calgary AB T1Y 2T7
Dr. N.E.
21 6991 [**] [**] 17 Toronto 139 Burnbark Drive Scarborough ON M1V 3J7
22 7455 [**] [**] 16 Toronto 526 Gill Street Barrie ON L4N 8B9
23 7550 [**] [**] 10 Milton 14 Derby St., Unit 31 Hamilton ON L8W 3T5
24 7829 [**] [**] 16 Edmonton 5522-20A Avenue Edminton AB T6L 4V2
25 7873 [**] [**] 15 Edmonton General Delivery Rollyview AB T0C 2K0
26 7897 [**] [**] 15 Winnipeg 242 Tyndall Avenue Winnipeg MB R2R 0V3
27 8045 [**] [**] 10 Ottawa R.R. 2, Mcgovern Kemptville ON K0G 1J0
Road
28 8311 [**] [**] 16 Quebec 3903 Montrenault Ste-Foy QC G1X 4J2
29 8487 [**] [**] 16 Milton 11 Fairbank Place Kitchener ON N2E 2R3
30 8562 [**] [**] 11 Montreal 1975 Aragon Terrebonne QC J6X 3M4
31 8971 [**] [**] 16 Halifax 11 Brook Ct., Elmsdale NS B0N 1M0
P.O. #400
HELP DESK EMPLOYEES:
32 1130 [**] [**] 13 Toronto 89 Cosford Blvd., North York ON M3N 1G9
Unit 9
33 2789 [**] [**] 28 Toronto 12 Broomfield Agincourt ON M1S 2W1
Drive
LOGISTICS
34 3233 [**] [**] 17 Toronto Box#1457 Uxbridge ON L9P 1N6
DISTRICT MANAGERS
35 2790 [**] [**] 25 Toronto 17 Mandel Crescent Richmond ON L4C 9Z1
Hill
36 5451 [**] [**] 22 Montreal 15 Country Court Kirkland QC H9J 2M8
</TABLE>
[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
DOCUMENT AND THE CONFIDENTIAL PART OF EXHIBIT 10.2 HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]
-42-
<PAGE> 1
EXHIBIT 13.1.1
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Three-Month
Transitional
Year Ended Period Ended Year Ended December 31,
(in thousands except September 30, December 31, ----------------------------------------
per share data) 1992 1992(1) 1993 1994 1995 1996
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA (2)
Revenue $ 279,370 $ 63,821 $115,291 $66,095 $66,294 $ 64,164
Operating income (loss) (159,608) (83,992) 34,993 1,741 9,399 (12,744)
Income (loss) before extraordinary (181,962) (92,755) 28,177 3,628 8,623 (13,487)
item
Net income (loss) (181,962) (92,755) 145,489 4,544 10,189 (13,487)
Primary and fully diluted income
(loss) per share of Common Stock (3):
Income (loss) before extraordinary
item $ 4.13 $ 0.53 $ 1.12 $ (1.85)
Net income (loss) $ 21.33 $ 0.67 $ 1.32 $ (1.85)
BALANCE SHEET DATA
Working capital (deficiency) (217,700) (251,232) (5,744) (4,974) 337 (8,270)
Total assets 136,937 121,071 21,784 16,016 21,033 32,853
Long-term debt 3,857 3,909 3,853 1,742 1,021 485
Stockholders' equity (deficiency) (191,709) (222,557) (19,787) (7,542) 2,472 2,058
</TABLE>
(1) Effective October 1, 1992, the Company changed its fiscal year from
September 30 to December 31.
(2) No cash dividends have been declared by the Company.
(3) Income (loss) per share is computed using 6,820,338 shares of Common Stock
(as adjusted for the Company's 25% stock split in August 1995) expected to
be issued in accordance with the Plan of Reorganization as discussed in
Note 16 to the consolidated financial statements, the weighted average
shares of Common Stock issued outside the Plan of Reorganization, and the
weighted average number of Common Stock equivalents outstanding during the
period. The total shares of Common Stock expected to be issued in
accordance with the Plan of Reorganization have been adjusted down to
reflect the resolution of certain claims with creditors during the fourth
quarter of 1996. Income (loss) per share has been restated for all periods
presented to reflect the resolution of such claims. Common Stock
equivalents consist of dilutive outstanding stock options and warrants and
are calculated using the treasury stock method. Common Stock equivalents
are not included in the 1996 calculation as they would be antidilutive. For
all periods presented, fully diluted income (loss) per share approximates
primary income (loss) per share. Per share data for periods prior to
January 1, 1993, have been omitted since these amounts do not reflect the
current capital structure.
<TABLE>
<CAPTION>
QUARTERLY DATA (Unaudited)
- ----------------------------------------------------------------------------------------------------------------
(in millions YEAR ENDED DECEMBER 31, 1995 Year Ended December 31, 1996
except per share data) ----------------------------------------- -------------------------------------------
4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr.(2) 3rd Qtr. 2nd Qtr. 1st Qtr.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $17.0 $16.5 $15.6 $17.2 $ 16.6 $17.8 $15.0 $14.7
Gross profit 6.2 6.3 5.6 6.9 3.7 6.2 6.3 5.1
Operating income (loss) 2.2 1.4 2.5 3.3 (24.2) .2 9.6 1.6
Income (loss) before
extraordinary item 2.2 0.8 2.7 2.9 (25.2) .4 9.5 1.8
Net income (loss) $ 2.2 $ 2.4 $ 2.7 $ 2.9 $(25.2) $ .4 $ 9.5 $ 1.8
Primary and fully diluted
income (loss) per share
of Common Stock
Income (loss) before
extraordinary item $ 0.29 $ 0.10 $ 0.45 $ 0.54 $ (3.06) $ 0.05 $ 1.39 $ 0.26
Net income (loss) $ 0.29 $ 0.31 $ 0.45 $ 0.54 $ (3.06) $ 0.05 $ 1.39 $ 0.26
- ---------------------------------------------------------------------------------------------------------------
Share Prices (1)
High $ 9.38 $10.76 $ 5.80 $ 3.20 $ 8.81 $ 9.50 $10.63 $ 7.88
Low $ 6.00 $ 5.60 $ 2.60 $ 0.80 $ 5.50 $ 6.75 $ 5.63 $ 6.13
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prior to August 23, 1995, prices reflect interdealers' prices in the over
the counter market.
(2) The fourth quarter of 1996 includes charges of $556,000 relating to the
write-down of the net assets of a subsidiary held for sale, $14,279,000
relating to the impairment of goodwill, $2,534,000 relating to acquired
in-process technology and $940,000 relating to severance costs and excess
facilities.
<PAGE> 2
EXHIBIT 13.1.2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the audited
consolidated financial statements included elsewhere herein. Except for the
historical information contained herein, the matters discussed in this Annual
Report are forward-looking statements that involve a number of risks and
uncertainties. There are certain important factors and risks, including the
rapid change in hardware and software technology, market conditions, the
anticipation of growth of certain market segments and the positioning of the
Company's products and services in those segments, seasonality in the buying
cycles of certain of the Company's customers, the timing of product
announcements, the release of new or enhanced products, the introduction of
competitive products and services by existing or new competitors and the
significant risks associated with the acquisition of new products, product
rights, technologies, businesses, the management of growth, MAI's ability to
retain highly skilled technical, managerial and sales and marketing personnel,
and the other risks detailed from time to time in the Company's SEC reports,
including reports on Form 10-K and Form 10-Q, that could cause results to differ
materially from those anticipated by the statements made herein. Therefore,
historical results and percentage relationships will not necessarily be
indicative of the operating results of any future period. See "Factors that May
Affect Future Results," in the Company's Annual Report on Form 10-K for 1996.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996, working capital decreased from a working capital
of $337,000 at December 31, 1995 to a negative working capital of $8,270,000.
Excluding unearned revenue (which will not give rise to cash disbursements) of
$11,010,000 the Company's working capital is $2,740,000 or a ratio of current
assets to current liabilities of 1.15 to 1.0 compared to 1995 unearned revenue
of $3,181,000, working capital excluding unearned revenue is $3,518,000
resulting in a current ratio of 1.27 to 1.0. The decline in the Company's
working capital is attributable to the increase of unearned revenue arising
primarily from the HIS acquisition ($7,829,000). Excluding unearned revenue,
the decrease of $778,000 is due primarily to the increase in the current portion
of long term debt associated with the Company's acquisition of the minority
shares of GSI. The changes in other components of working capital during 1996
reflect a decrease in (net) inventory of approximately $448,000, an increase in
accounts receivable of $3,745,000, an increase in customer deposits of
$1,018,000 and an increase in accounts payable and accrued liabilities of
$2,954,000.
Cash and cash equivalents decreased from $4,086,000 at December 31,
1995, compared to $3,857,000 at December 31, 1996. In addition, availability
under the Company's existing $4,000,000 secured revolving credit facility
established in May 1995, based on a calculation reflecting the age and nature
of certain accounts receivable, at December 31, 1996, was approximately
$2,200,000; however, no balances were drawn down at December 31, 1996.
Net cash used in investing activities in 1996 totaled $1,622,000,
mainly related to capital expenditures.
Net cash used in financing activities in 1996 totaled $2,162,000 which
is comprised of $1,913,000 used to repay long-term debt and a receipt of notes
receivable of $500,000 offset by $174,000 of payments received on notes
receivable.
Stockholders' equity decreased from $2,472,000 at December 31, 1995, to
$2,058,000 at December 31, 1996, primarily reflecting a net loss of $13,487,000
for the year and the issuance of shares relating primarily to the Company's
acquisition of HIS in August 1996 and the 30% minority shareholding of GSI in
May 1996 ($12,824,000).
The Company believes it will continue to generate sufficient cash flows
from operations to fund its operating and capital requirements through 1997.
As of March 25, 1997, the Company had issued and outstanding 8,643,776
shares of Common Stock.
-17-
<PAGE> 3
RESULTS OF OPERATIONS
Year Ended December 31, 1995 Compared to Year Ended December 31, 1996.
<TABLE>
<CAPTION>
Percentage of Percentage of
December 31, 1995 Revenue December 31, 1996 Revenue
----------------- ------------- ----------------- -------------
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Revenue $66,294 100.0% 64,164 100.0%
Gross profit 25,045 37.8% 21,234 33.1%
Selling, general and administrative expenses 12,982 19.6% 21,378 33.3%
Research and development costs 2,667 4.0% 3,117 4.9%
Amortization and impairment of intangibles -- -- 14,776 23.0%
Acquired in-process technology -- -- 2,534 3.9%
Other operating income (3) -- (7,827) (12.2)%
Loss on subsidiary held for sale -- -- 556 0.9%
Equity in net losses of
unconsolidated subsidiaries -- -- 26 --
Interest expense, net 228 0.3% 102 0.2%
Minority interest in consolidated subsidiary 165 0.2% -- --
Provision for income taxes 383 0.6% 59 0.1%
Extraordinary item 1,566 2.4% -- --
Net income (loss) 10,189 15.4% (13,487) (21.0)%
</TABLE>
Revenue for 1996 was $64,164,000 compared to $66,294,000 in 1995 or a
3.2% decline. The Company's revenue from its sales of enterprise solutions in
industries in which it competes (hotel, resort, gaming, manufacturing and
distribution), increased 11.4% compared to the prior year. However, that growth
was more than offset by a decrease in the Company's legacy revenue which
declined 17.3% year over year (traditional hardware contract service revenues
and proprietary add-on sales). Excluding gaming revenue, sale of enterprise
solutions increased by 46.5%.
The Company continues to transition from its legacy business to the
sale of enterprise solutions as approximately 57% of the Company's 1996 revenue
resulted from its enterprise solutions business as compared to approximately 49%
in 1995. Gross profit for 1996 was $21,234,000 (33.1%) which is down from
$25,045,000 (37.8%) in 1995. The decline in overall gross margin from 37.8% to
33.1% is due primarily to the decrease in legacy and gaming gross margins.
Enterprise solutions gross margin declined from 39.3% in 1995 to 33.1% in 1996
due to lower margins associated with the network and computer equipment
component of the transactions. However, gross margin on enterprise solutions,
excluding gaming, decreased from 36.2% in 1995 to 35.2% in 1996. Gross margin in
1996 reflects a significantly lower network and computer equipment margin from
41.3% in 1995 to 8.5% in 1996. This is due primarily to the Company's change in
product mix and supply sources, increased inventory reserves and larger, but
more competitive, installations which require higher discounting. Gross margin
on networking and computer equipment excluding gaming was 14.9% in 1996 as
compared to 38.8% in 1995. Gross margin from professional services improved from
19.7% in 1995 to 34.7% in 1996 reflecting the Company's increased focus on
selling services. Approximately 27% of revenue was derived from professional
services in 1996 as compared to approximately 18% in 1995. Software sales
increased approximately 46% from 1995 to 1996. The increase in software sales,
which have approximately 80% gross margins, also contributed favorably to
overall gross profit. Software sales represented approximately 10% of revenue in
1996 as compared to approximately 6% in 1995. Gross margins associated with the
Company's legacy business declined from 36.3% in 1995 to 33.1% in 1996.
-18-
<PAGE> 4
Legacy margins are expected to continue to decline as the product mix
in the hardware maintenance base changes and the Company's older proprietary
product customers install new solutions presently not offered by the Company. In
recognition of these trends and the need for improved service coverage for its
new businesses, the Company entered into an outsourcing agreement with Olivetti
North America, Inc. and Olivetti Canada Ltd. The Company believes increased sale
content of software and professional services will continue to offset the
declining legacy base.
Selling, general and administrative expenses increased 64.7% from
$12,982,000 in 1995 to $21,378,000 in 1996. The increase of $8,396,000 reflects
the Company's significant investment in expanding and rebuilding its sales and
marketing organization with the addition of approximately 77 new personnel;
increased advertising and promotion expense of $400,000; increased travel and
entertainment in pursuit of bookings of approximately $600,000; $940,000 of one
time costs consisting of severance costs and excess facilities related to the
outsourcing of hardware services to Olivetti and approximately $1,300,000 of
favorable adjustments in 1995 not available in 1996. The company anticipates the
investment in sales and marketing made in 1996 will contribute to improved
solution sales growth in 1997.
Research and development costs were $2,667,000 in 1995, compared to
$3,117,000 in 1996. Research and development costs increased 16.9% primarily, as
a result of increased development resources associated with the addition of HIS,
Lodging Touch and the general expansion of the company's hospitality business.
Other operating income is comprised principally of a favorable
settlement of $7,434,000 net of legal costs and reserves with respect to the
Company's litigation concerning the 1992 failed sale of the Company's then
European subsidiaries. The Company included in its nonoperating results a "loss
on subsidiary held for sale" associated with its Venezuela subsidiary of
$556,000 in 1996.
The Company recognized charges for impaired goodwill and acquired
in-process technology associated with its acquisition of Hotel Information
Systems and MANBASE 8.0 in the amount of $17,310,000 in 1996. There were no such
amounts in 1995. The goodwill impairment was due to the discontinuance of
product lines resulting from the subsequent acquisitions of software. In-process
technology charged to operations was due to certain acquired technology which
was determined to have no future use or value.
Net interest expense was $228,000 for 1995 compared to $102,000 in
1996. The decrease in 1996 is reflective of generally higher cash levels during
the course of the year.
The income tax provision reflects a tax provision for the Company's
domestic and foreign operations (including the Company's majority owned
subsidiary) offset by net operating losses and certain other tax benefit
carryforwards available in 1995 and 1996. The Company's income tax provision in
1996 results primarily from the recognition of impaired goodwill which is not
deductible for tax purposes.
The extraordinary item in 1995 relates to the favorable settlement of
certain tax liabilities pursuant to the Company's bankruptcy proceedings and, as
such, have been classified as an extraordinary item. The Company continues to
attempt to resolve the remaining disputed tax liabilities from the bankruptcy
proceedings of $758,000.
Results of Operations
Year Ended December 31, 1994 Compared to Year Ended December 31, 1995.
<TABLE>
<CAPTION>
Percentage of Percentage of
December 31, 1994 Revenue December 31, 1995 Revenue
----------------- ------------- ----------------- -------------
(in thousands) (in thousands)
<S> <C> <C> <C>
</TABLE>
-19-
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Revenue $66,095 100.0% $66,294 100.0%
Gross profit 24,190 36.6% 25,045 37.8%
Selling, general and administrative expenses 20,333 30.8% 12,982 19.6%
Research and development costs 2,698 4.1% 2,667 4.0%
Other operating income (582) (0.9%) (3) --
Other nonoperating income 2,007 3.0% -- --
Interest expense, net 57 0.1% 228 0.3%
Minority interest in consolidated subsidiary -- -- 165 0.2%
Provision for income taxes 63 0.1% 383 0.6%
Extraordinary item 916 1.4% 1,566 2.4%
Net income 4,544 6.9% 10,189 15.4%
</TABLE>
Revenue for 1994 was $66,095,000 compared to $66,294,000 in 1995.
Revenue in 1994 and 1995 included approximately $6,900,000 and approximately
$800,000, respectively, of revenue generated by operations that were disposed
or closed in 1994 or prior to March 31, 1995. Excluding those operations that
were disposed or closed, revenue increased approximately $6,300,000 (10.6%) on a
comparable basis, comprised of an increase in sales to the Company's network
solutions customers in various industries (hotel, resort, gaming, manufacturing
and distribution), partially offset by a decrease in the Company's traditional
hardware contract service revenues. Revenue in 1995 reflects a 24.4% increase in
enterprise solutions sales and a 15.5% decline in legacy revenue.
Gross profit for 1994 was $24,190,000 (36.6%) which is comparable with
$25,045,000 (37.8%) in 1995.
Selling, general and administrative expenses declined 36.2% from
$20,333,000 in 1994 to $12,982,000 in 1995. Selling, general and administrative
expenses in 1994 included charges of approximately $2,168,000 relating to
restructuring costs of $1,814,000 and foreign exchange losses of $354,000 and
credits of approximately $1,818,000 relating to the reversal of certain
litigation reserves no longer required. Selling, general and administrative
expenses for 1995 included charges of approximately $1,830,000 relating to a
bad debt reserve of approximately $642,000 established in connection with a
transaction by the Company's gaming solutions subsidiary and a reserve
established for a contingent incentive bonus of $1,188,000 pursuant to a
consulting agreement with an officer of the Company and credits of
approximately $1,991,000 relating to restructuring costs no longer required of
$1,088,000, a gain on the disposal of a property net of foreign currency losses
of approximately $346,000 and approximately $557,000 relating to the resolution
of disputed accounts. Excluding those adjustments, the selling, general and
administrative expenses decrease is attributable to cost savings resulting from
the restructuring of the Company's activities along functional lines of business
rather than independent business units, the consolidation of the Company's
operations by reducing the number of locations from which it conducts business
and the reduction in the workforce in the United States, Canadian and Latin
American operations.
Research and development costs were $2,698,000 in 1994, compared to
$2,667,000 in 1995. Excluding the operations that were disposed or closed,
research and development costs increased by approximately $800,000,
-20-
<PAGE> 6
primarily, as a result of increased research and development costs incurred at
the Company's gaming solutions subsidiary.
Other operating income of $582,000 reflects a settlement of software
copyright infringement litigation.
-21-
<PAGE> 7
Other nonoperating income in 1994 of $2,007,000 related to a purchase
price settlement comprising a reduction in the note payable of $1,614,000 and
accrued interest of $393,000. See Note 9 to the consolidated financial
statements.
Interest expense, net, was $57,000 for 1994 compared to $228,000 in
1995. The increase in 1995 relates to interest on current debt (as
re-negotiated) and interest and amortization of loan fees in connection with a
revolving line of credit which the Company negotiated in May 1995.
The minority interest reflects the share of income in 1995, offset by
prior year losses incurred, attributable to the minority shareholders in the
Company's gaming solutions subsidiary.
The income tax provision reflects a tax provision for the Company's
domestic and foreign operations (including the Company's majority owned
subsidiary) offset by net operating losses and certain other tax benefit
carryforwards available.
The extraordinary item in both 1994 and 1995 relates to the favorable
settlement of certain tax liabilities pursuant to the Company's bankruptcy
proceedings and, as such, has been classified as an extraordinary item.
New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings Per Share". SFAS No. 128 specifies new standards designed to
improve the earnings per share ("EPS") information provided in financial
statements by simplifying the existing computational guidelines, revising the
disclosure requirements and increasing the comparability of EPS data on an
international basis. Some of the changes made to simplify the EPS computations
include: (a) eliminating the presentation of primary EPS and replacing it with
basic EPS, with the principal difference being that the common stock equivalents
are not considered in computing basic EPS, (b) eliminating the modified treasury
stock method and the three percent materiality provision and (c) revising the
contingent share provisions and the supplemental EPS data requirements. SFAS No.
128 also makes a number of changes to existing disclosure requirements. SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. The Company has not yet determined
the impact of the implementation of SFAS No. 128.
<PAGE> 8
EXHIBIT 13.1.3 Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT
The Board of Directors
MAI Systems Corporation:
We have audited the accompanying consolidated balance sheets of MAI Systems
Corporation and subsidiaries as of December 31, 1995 and 1996 and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for each of the years in the three-year period ended December 31,
1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MAI Systems
Corporation and subsidiaries as of December 31, 1995 and 1996 and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
Orange County, California
March 27, 1997
<PAGE> 9
EXHIBIT 13.1.4 CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1996
( in thousands except share data)
<TABLE>
<CAPTION>
ASSETS 1995 1996
--------- ---------
<S> <C> <C>
Current assets:
Cash, including cash equivalents of $1,883 in 1995
and $282 in 1996 $ 4,086 $ 3,857
Receivables, less allowance for doubtful accounts
of $1,092 in 1995 and $2,578 in 1996 7,662 11,407
Inventories 3,769 3,321
Prepaids and other assets 913 1,938
--------- ---------
Total current assets 16,430 20,523
Furniture, fixtures and equipment, net 3,766 4,065
Intangibles 300 6,804
Other assets 537 1,461
--------- ---------
Total assets $ 21,033 $ 32,853
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 620 $ 1,394
Accounts payable 4,778 6,852
Customer deposits 745 1,763
Accrued liabilities 6,432 7,312
Income taxes payable 337 462
Unearned revenue 3,181 11,010
--------- ---------
Total current liabilities 16,093 28,793
Long-term debt 1,021 485
Deferred income taxes 132 --
Minority interest in consolidated subsidiary 165 --
Other liabilities 1,150 1,517
Total liabilities 18,561 30,795
Stockholders' equity:
Common Stock, par value $.01 per share; authorized
25,000,000 shares; 6,820,338 and 8,292,935 shares
issuable at December 31, 1995 and 1996, respectively 74 88
Additional paid-in capital 199,364 212,351
Cumulative translation adjustment 28 100
Accumulated deficit (196,994) (210,481)
--------- ---------
Total stockholders' equity 2,472 2,058
Commitments and contingencies
Subsequent event
Total liabilities and stockholders' equity $ 21,033 $ 32,853
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
-26-
<PAGE> 10
EXHIBIT 13.1.5 CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Revenue:
Software, networks and professional services:
Software sales $ 5,643 $ 4,250 $ 6,223
Network and computer equipment 9,103 16,602 12,941
Professional services 11,435 11,724 17,127
-------- -------- --------
26,181 32,576 36,291
Legacy revenue 39,914 33,718 27,873
-------- -------- --------
Total revenue 66,095 66,294 64,164
-------- -------- --------
Direct costs:
Software, networks and professional services:
Software sales 1,548 604 1,251
Network and computer equipment 6,312 9,751 11,839
Professional services 7,347 9,414 11,185
-------- -------- --------
15,207 19,769 24,275
Legacy costs 26,698 21,480 18,655
-------- -------- --------
Total direct costs 41,905 41,249 42,930
-------- -------- --------
Gross profit 24,190 25,045 21,234
Selling, general and administrative expenses 20,333 12,982 21,378
Research and development costs 2,698 2,667 3,117
Amortization and impairment of intangibles -- -- 14,776
Acquired in-process technology -- -- 2,534
Other operating income (582) (3) (7,827)
-------- -------- --------
Operating income (loss) 1,741 9,399 (12,744)
Other nonoperating income 2,007 -- --
Loss on subsidiary held for sale -- -- (556)
Equity in net losses of unconsolidated subsidiaries -- -- (26)
Interest income 110 120 243
Interest expense (167) (348) (345)
Minority interest in consolidated subsidiary -- (165) --
-------- -------- --------
Income (loss) before income taxes and
extraordinary item 3,691 9,006 (13,428)
Provision for income taxes 63 383 59
-------- -------- --------
Income (loss) before extraordinary item 3,628 8,623 (13,487)
Extraordinary item 916 1,566 --
-------- -------- --------
Net income (loss) $ 4,544 $ 10,189 $(13,487)
======== ======= ========
</TABLE>
(Continued)
-27-
<PAGE> 11
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(in thousands)
Primary and fully diluted income (loss) per share of Common Stock:
<TABLE>
<S> <C> <C> <C>
Income (loss) before extraordinary item $ 0.53 $ 1.12 $ (1.85)
Extraordinary item 0.14 0.20 --
Net income (loss) $ 0.67 $ 1.32 $ (1.85)
Weighted average common shares and common share
equivalents used in determining income (loss) per share 6,820 7,724 7,309
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-28-
<PAGE> 12
EXHIBIT 13.1.6 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(in thousands)
<TABLE>
<CAPTION>
TOTAL
ADDITIONAL CUMULATIVE STOCKHOLDERS'
COMMON PAID-IN TRANSLATION ACCUMULATED EQUITY
STOCK CAPITAL ADJUSTMENT DEFICIT (DEFICIENCY)
------ ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1993 $ 59 $ 191,866 $ -- $(211,712) $ (19,787)
Reclassification of deferred gain -- 7,500 -- -- 7,500
on foreclosure
Foreign currency gains -- -- 201 -- 201
Net income -- -- -- 4,544 4,544
--------- --------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1994 59 199,366 201 (207,168) (7,542)
Capitalization in connection with
stock split 15 (2) -- (15) (2)
Foreign currency translation
losses -- -- (173) -- (173)
Net income -- -- -- 10,189 10,189
--------- --------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1995 74 199,364 28 (196,994) 2,472
Issuance of common stock for
acquisition of HIS, net 12 10,638 -- -- 10,650
Issuance of common stock for
acquisition of GSI minority
interest 1 959 -- -- 960
Issuance of common stock for
repayment of debt 1 1,136 -- -- 1,137
Exercise of stock options and
warrants -- 77 -- -- 77
Stock option compensation -- 177 -- -- 177
Foreign currency translation losses -- -- 72 -- 72
Net loss -- -- -- (13,487) (13,487)
--------- --------- --------- --------- ---------
BALANCE AT DECEMBER 31, 1996 $ 88 $ 212,351 $ 100 $(210,481) $ 2,058
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-29-
<PAGE> 13
EXHIBIT 13.1.7 CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 4,544 $ 10,189 $(13,487)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Acquired in-process technology -- -- 2,534
Amortization and impairment of intangibles -- -- 14,776
Loss on subsidiary held for sale -- -- 556
Depreciation and amortization 1,839 1,175 1,296
Stock option compensation expense -- -- 177
Write-off of furniture, fixtures and equipment 506 -- --
Write-off of software development costs -- -- 736
Equity in net losses of unconsolidated subsidiaries -- -- 26
Provision for doubtful accounts receivable 137 613 603
Provision for inventory obsolescence 1,400 734 490
Net loss (gain) from foreign currency 354 (258) 125
Extraordinary gain (916) (1,566) --
Minority interest in consolidated subsidiary -- 165 --
Gain on sale of assets -- (346) --
Other nonoperating income (2,007) -- --
Changes in assets and liabilities:
(Increase) decrease in receivables 1,301 (1,750) (2,123)
(Increase) decrease in inventories 107 (2,092) (621)
Decrease in prepaids and other assets 297 30 319
Decrease in other assets 375 -- 187
(Decrease) increase in accounts payable
and customer deposits 1,364 (110) 2,213
Decrease in accrued liabilities (4,959) (1,848) (3,477)
(Decrease) increase in income taxes payable (492) 225 56
(Decrease) increase in unearned revenue 160 585 (613)
Increase (decrease) in deferred income taxes (202) 72 (132)
Decrease in other liabilities (1,507) (1,290) (33)
-------- -------- --------
Net cash provided by operating activities
before reorganization items 2,301 4,528 3,608
Payments for reorganization items (1,517) (153) --
-------- -------- --------
Net cash provided by operating activities 784 4,375 3,608
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,104) (2,029) (1,105)
Proceeds from sale of furniture, fixtures and equipment -- 515 --
Payments for business assets (300) -- --
Net cash acquired from the purchase of HIS -- -- 219
Software development costs -- -- (736)
-------- -------- --------
Net cash used in investing activities (1,404) (1,514) (1,622)
-------- -------- --------
</TABLE>
(Continued)
30
<PAGE> 14
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from financing activities:
Payments received on notes receivable -- -- 174
Repayments of long-term debt (352) (1,077) (1,913)
Receipt of notes receivable -- (805) (500)
Net decrease in short-term borrowings (85) -- --
Issuance of stock under stock option plans -- -- 77
------- ------- -------
Net cash used in financing activities (437) (1,882) (2,162)
------- ------- -------
Effect of exchange rate changes on cash and cash equivalents (66) (44) (53)
------- ------- -------
Net increase (decrease) in cash and cash
equivalents (1,123) 935 (229)
Cash and cash equivalents at beginning of year 4,274 3,151 4,086
------- ------- -------
Cash and cash equivalents at end of year $ 3,151 $ 4,086 $ 3,857
======= ======= =======
Cash paid during the period for:
Interest $ 99 $ 171 $ 350
======= ======= =======
Income taxes $ 142 $ 25 $ 5
======= ======= =======
</TABLE>
Supplemental disclosure of noncash investing and financing activities (see Note
6).
The accompanying notes are an integral part of these consolidated
financial statements.
31
<PAGE> 15
EXHIBIT 13.1.8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE BUSINESS
MAI Systems Corporation (the "Company" or "MAI") designs, sells, installs
and supports total information system solutions featuring complex wide and local
area networks primarily in the hospitality and gaming industries, for mid-size
manufacturers and distributors. The Company provides a wide array of products
and services to its customers who continue to use its proprietary host-based
computer systems, including field engineering services, new and replacement
equipment, operating systems and software application products. These products
and services upgrade, enhance and integrate these legacy systems with currently
available computer technologies. Directly and through its arrangement with a
third party service provider, the Company provides on-site warranty service,
remanufacturing and depot service to third-party computer distributors and
manufacturers.
The Company was incorporated under the laws of the State of Delaware on
September 6, 1984. The Company's name was changed from MAI Basic Four, Inc. to
MAI Systems Corporation on November 6, 1990.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
its domestic operations and its majority and wholly owned subsidiaries. All
significant intercompany transactions and accounts have been eliminated in
consolidation. The minority interest relates to Gaming Systems International
("GSI"), the Company's gaming solutions subsidiary. The Company acquired the
remaining 30% minority interest in GSI during 1996 (see Note 6).
USE OF ESTIMATES
The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the consolidated
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the dates of the balance sheets and
revenues and expenses for the periods. Actual results could differ from those
estimates.
REVENUE RECOGNITION
Sales of hardware products are generally recorded when the hardware is
shipped. Software revenue is recorded when the application software programs are
installed. Hardware and software service fees are recognized as income on a
time-apportioned basis over the period in which the services are provided. For
certain fixed-price contracts, revenue is recognized upon installation.
CASH EQUIVALENTS
Cash equivalents consist of highly liquid investments which are readily
convertible into known amounts of cash and have original maturities of three
months or less. For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.
33
<PAGE> 16
INVENTORIES
Inventories other than replacement parts are valued at the lower of cost or
market using the first-in, first-out ("FIFO") method. Replacement parts used for
hardware maintenance are valued at cost and are amortized to expense over the
period of benefit.
FURNITURE, FIXTURES AND EQUIPMENT
Furniture, fixtures and equipment are recorded at cost and depreciated on a
straight-line basis over estimated useful lives ranging from 3 to 10 years for
furniture, fixtures and equipment and 3 to 5 years for equipment held for
demonstration and administrative purposes. Leasehold improvements are amortized
on a straight-line basis over the shorter of the lease term or their estimated
useful lives.
GOODWILL
Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over the expected
periods to be benefited, generally five to seven years. The Company assesses the
recoverability of this intangible asset by determining whether the amortization
of the goodwill balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired operation. The amount
of goodwill impairment, if any, is measured based on projected discounted future
operating cash flows using a discount rate reflecting the Company's average cost
of funds. The assessment of the recoverability of goodwill will be impacted if
estimated future operating cash flows are not achieved.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
STOCK OPTION PLANS
Prior to January 1, 1996, the Company accounted for its stock option plans
in accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," which permits
entities to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows
entities to continue to apply the provisions of APB Opinion No. 25 and provide
pro forma net income (loss) and pro forma net income (loss) per share
disclosures for employee stock option grants made in 1995 and future years as if
the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure provisions of SFAS No. 123.
34
<PAGE> 17
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
The Company adopted the provisions of SFAS No. 121, "Accounting for
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of," on
January 1, 1996. This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell. During the fourth quarter of 1996, the Company recorded impairment charges
of $14,279,000 uner SFAS No. 121 (see Notes 6 and 7).
EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share". SFAS No. 128 specifies new standards designed to
improve the earnings per share ("EPS") information provided in financial
statements by simplifying the existing computational guidelines, revising the
disclosure requirements and increasing the comparability of EPS data on an
international basis. Some of the changes made to simplify the EPS computations
include: (a) eliminating the presentation of primary EPS and replacing it with
basic EPS, with the principal difference being that the common stock equivalents
are not considered in computing basic EPS, (b) eliminating the modified treasury
stock method and the three percent materiality provision and (c) revising the
contingent share provisions and the supplemental EPS data requirements. SFAS No.
128 also makes a number of changes to existing disclosure requirements. SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. The Company has not yet determined
the impact of the implementation of SFAS No. 128.
35
<PAGE> 18
FOREIGN CURRENCY TRANSLATION
Since January 1, 1994, as a result of the reorganization of the Company's
operations, the functional currency for all foreign subsidiaries is the
applicable local currency except for MAI de Venezuela, S.A. ("Venezuela"), which
operated in a highly inflationary economy during 1994 and 1995 and used the U.S.
dollar as its functional currency in accordance with SFAS No. 52, "Foreign
Currency Translation." Accordingly, in 1995 and 1996, all translation gains and
losses for foreign subsidiaries, except Venezuela in 1995, and gains and losses
on intercompany foreign currency transactions that are of a long-term nature,
are included in the cumulative translation adjustment as a separate component of
stockholders' equity.
Assets and liabilities outside the United States are translated into dollars
at the rate of exchange in effect at the balance sheet date except for
inventories and noncurrent assets which are translated at historical rates.
Income and expense items are translated at the weighted average exchange rates
prevailing during the period.
Net foreign exchange losses for 1994, 1995 and 1996 were $354,000, $155,000
and $107,000, respectively, and are included in selling, general and
administrative expenses in the accompanying consolidated statements of
operations.
SOFTWARE DEVELOPMENT COSTS
The Company capitalizes costs related to the development of certain software
products. In accordance with SFAS No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed" capitalization of costs
begins when technological feasibility is established and ends when the product
is available for general release to customers.
Amortization is computed on an individual product basis and is recognized
over the greater of the remaining economic lives of each product or the ratio
that current gross revenues for a product bear to the total of current and
anticipated revenues for that product, commencing when the products become
available for general release to customers. Software development costs are
generally being amortized over a three-year period. The Company continually
assesses the recoverability of software development costs by comparing the
carrying value of individual products to their net realizable value.
During the second and third quarters of 1996, the Company capitalized
approximately $736,000 of software development costs in accordance with SFAS No.
86. In connection with the Company's decision to discontinue certain product
lines (see Notes 6 and 7), the Company wrote-off the $736,000 of capitalized
software costs during the fourth quarter of 1996 based upon management's
assessment of the recoverability of such costs, which are included in research
and development costs in the accompanying consolidated statement of operations
in 1996.
In 1994 and 1995, all software development costs (consisting of the cost to
purchase software and to develop software internally) were expensed when
incurred, as part of research and development costs, as any amounts
capitalizable in accordance with SFAS No. 86 were immaterial.
FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosure about Fair Value of Financial Instruments",
requires entities to disclose the fair value of financial instruments, both
assets and liabilities recognized and not recognized on the balance sheet, for
which it is practicable to estimate fair value. SFAS No. 107 defines fair value
of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties. As of December 31,
1995 and 1996, the carrying value of all financial instruments approximates fair
value.
37
<PAGE> 19
As of December 31, 1995 and 1996, the carrying value of cash and a cash
equivalents, receivables, accounts payable, accrued liabilities, income taxes
payable and other liabilities approximate fair value due to the short term
nature of such instruments. The carrying value of long-term debt approximates
fair value as the related interest rates approximate rates currently available
to the Company.
38
<PAGE> 20
INCOME (LOSS) PER SHARE OF COMMON STOCK
Income (loss) per share is computed using 6,820,338 shares of common stock
(as adjusted for the Company's 25% stock split in August 1995) expected to
be issued in accordance with the Plan of Reorganization ("Common Stock") as
discussed in Note 16, the weighted average shares of Common Stock issued
outside the Plan of Reorganization, and the weighted average number of
Common Stock equivalents outstanding during the period. The total shares of
Common Stock expected to be issued in accordance with the Plan of
Reorganization have been adjusted down to reflect the resolution of certain
claims with creditors during the fourth quarter of 1996. Income (loss) per
share has been restated for all periods to reflect the resolution of such
claims. Common Stock equivalents consist of dilutive outstanding stock
options and warrants and are calculated using the treasury stock method.
Common Stock equivalents are not included in the 1996 calculation as they
would be antidilutive. For all periods presented, fully diluted income
(loss) per share approximates primary income (loss) per share. As of
December 31, 1996, 6,728,256 shares had been issued pursuant to the Plan of
Reorganization.
RECLASSIFICATIONS
Certain prior years' amounts have been reclassified to conform with the 1996
presentation.
NOTE 2 INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
December 31,
(in thousands) 1995 1996
----------------------------------------------------------------
<S> <C> <C>
Finished goods $2,649 $2,277
Replacement parts 1,120 1,044
----------------------------------------------------------------
$3,769 $3,321
----------------------------------------------------------------
</TABLE>
The Company has purchased many products and components from single
sources of supply. Because the Company's current products are industry
standard, the Company believes that alternative sources of supply of
similar products would be available to the Company in the event of any
interruption of delivery of a single source supplier.
NOTE 3 ASSETS HELD FOR SALE
In October 1996, the Company entered into negotiations with a third
party to sell 100% of the common stock of its Venezuelan subsidiary for
approximately $300,000. At December 31, 1996, the net assets of the
Venezuelan subsidiary have been written down to net realizable value
resulting in charge of $556,000 in the fourth quarter of 1996. The net
assets have been classified as current assets and are included in
prepaids and other assets in the accompanying consolidated balance sheet
at December 31, 1996 as the sale is expected to be completed during the
second quarter of 1997.
39
<PAGE> 21
NOTE 4 FURNITURE, FIXTURES AND EQUIPMENT
The major classes of furniture, fixtures and equipment are as follows:
<TABLE>
<CAPTION>
December 31,
(in thousands) 1995 1996
------------------------------------------------------------------------
<S> <C> <C>
Furniture, fixtures and
equipment $ 2,006 $ 2,006
Equipment held for
administrative purposes 10,751 10,356
Leasehold improvements 432 497
------ --------
13,189 12,859
Less: accumulated depreciation
and amortization (9,423) (8,794)
------------------------------------------------------------------------
$ 3,766 $ 4,065
------------------------------------------------------------------------
</TABLE>
NOTE 5 JOINT VENTURES
In July 1996, the Company entered into a joint venture agreement with
Novo-Invest Casino Development for the purpose of marketing and selling the
Company's gaming software in Europe. In accordance with the joint venture
agreement, the Company invested $40,000 cash. This joint venture is
organized under the laws of Austria and is known as Gaming Systems
International Gessellschaft m.b.H. ("GSI Europe"). The Company has a 40%
interest in the joint venture and accounts for this investment using the
equity method of accounting.
The Company is a joint venture partner with Metro Systems Corporation
Limited ("MSC") for the purpose of marketing and selling the Company's
software in Thailand. The Company has a 49.9% interest in the joint venture
and accounts for this investment using the equity method of accounting.
The Company's investments in GSI Europe and MSC are included in other assets
in the accompanying consolidated balance sheets.
NOTE 6 ACQUISITIONS AND AGREEMENTS
Hotel Information Systems, Inc.
Effective August 9, 1996, the Company acquired substantially all of the
assets and assumed certain liabilities of Hotel Information Systems, Inc.
("HIS") pursuant to an asset purchase agreement dated June 30, 1996 (as
amended July 10, 1996) for 1,179,000 shares of Common Stock valued at
$10,900,000. The net assets acquired from HIS are used in the business of
software design, engineering and service relating to hotel information
systems. The net assets also include subsidiaries of HIS in Singapore, Hong
Kong, Australia and Mexico. The acquisition of HIS has been accounted for by
the purchase method of accounting.
The total purchase price for HIS was $21,373,000, which included net
liabilities assumed of HIS of $7,873,000 and acquisition costs of
approximately $2,600,000. A preliminary allocation of the purchase price is
as follows:
<TABLE>
<CAPTION>
Allocation of Amortization
(dollars in thousands) Purchase Price (Useful Life)
--------------------------------------------------------------------
<S> <C> <C>
Goodwill $17,914 5 years
Customer list 925 5 years
In-process technology charged to
operations during the fourth
quarter of 1996 2,534 N/A
--------------------------------------------------------------------
$21,373
--------------------------------------------------------------------
</TABLE>
40
<PAGE> 22
Included in the net liabilities assumed in connection with the acquisition
of HIS was $2,185,000 of debt. Subsequent to such acquisition, the Company
issued 122,919 shares of its Common Stock valued at $1,137,000 to repay certain
of the outstanding debt assumed.
The Company is currently in arbitration proceedings regarding the purchase
price of HIS. The Company has placed 681,082 shares of Common Stock issued in
connection with the acquisition of HIS in an escrow account to be released in
whole, or in part, upon final resolution of the purchase price by the
arbitrator. Any reduction in the purchase price, as determined by the
arbitrator, will reduce recorded goodwill.
In connection with the acquisition of HIS, a restructuring plan was implemented
comprising an employee severance program, an employee relocation program and
excess facilities. An amount of $1,360,000 relating to this restructuring plan
was included in the cost of acquiring HIS. During the five-month period ended
December 31, 1996, approximately $274,000 of costs were paid. The remaining
balance of $1,086,000 is included in accrued liabilities in the accompanying
consolidated balance sheet at December 31, 1996. Any changes in the estimated
amounts will adjust recorded goodwill.
Gaming Systems International
In May 1996, the Company acquired the remaining 30% minority interest shares
of GSI for 98,462 shares of Common Stock, which were valued at $960,000, and
issued $1,175,000 of notes payable. The acquisition was accounted for as a "step
acquisition" using the purchase method of accounting. In connection with the
acquisition of GSI, the Company recorded goodwill of $1,970,000.
In March 1997, the Company acquired options to purchase 3.5% of GSI common
stock from two individuals in exchange for 14,930 shares of the Company's Common
Stock valued at $104,500 and notes payable of $104,500. The transaction will
result in an increase in goodwill of $209,000 in 1997.
The Company will, as needed, pursuant to the agreements to acquire the 30%
minority interest shares and options, issue additional shares in order that the
recipients ultimately receive shares worth a fair market value of $960,000 and
$104,500, respectively. It is currently estimated that up to 44,334 additional
shares will be issued in connection with the agreements.
MANBASE
In May 1996, the Company reacquired the distribution rights to MANBASE 8.0,
a manufacturing software application, from Sextant Corporation for approximately
$30,000 cash and the forgiveness of $500,000 accounts and notes receivable due
from Sextant. The acquisition was accounted for using the purchase method of
accounting. In connection with the acquisition, the Company recorded goodwill of
$530,000.
The Company expects a significant decrease in the future cash flows from
sales of MANBASE 8.0 due, in part, to the acquisition of CIMPRO in March 1997
(see Note 18). Accordingly, the Company recorded an impairment charge of
$492,000 to goodwill in the fourth quarter of 1996. The impairment of goodwill
was determined based upon projected discounted future cash flows.
41
<PAGE> 23
The following unaudited summary presents pro forma consolidated results of
operations of the Company as if the above mentioned acquisitions had occurred at
the beginning of each respective period presented, exclusive of the write-off of
$2,534,000 of in-process technology related to the HIS acquisition. These pro
forma results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the acquisition been
made as of the first day of the fiscal years presented or the results which may
occur in the future.
<TABLE>
<CAPTION>
Year ended December 31,
Pro Forma (unaudited) (in thousands, except per share data) 1995 1996
------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues $ 89,311 $ 73,572
Net income (loss) $ 10,705 $(13,186)
Net income (loss) per share $ 1.17 $ (1.59)
</TABLE>
Enterprise Hospitality Solutions
Effective October 1, 1996, the Company entered into an exclusive and
indefinite license agreement with Enterprise Hospitality Solutions
("Licensor") for substantially all current and future versions of software,
derivative works, enhancements, modifications and improvements relating to
the hotel, resort, hospitality, or gaming industry products of Licensor.
In consideration for the rights and licenses granted to the Company by
Licensor, the Company shall pay a $1,000,000 license acquisition fee. As of
December 31, 1996, the Company had paid $125,000 of the license acquisition
fee. Of the remaining $875,000 due, $465,000 was classified as accrued
liabilities and $400,000 was included in other long-term liabilities in the
accompanying consolidated balance sheet at December 31, 1996 (see Note 10).
The $1,000,000 license acquisition fee is included in other assets in the
accompanying consolidated balance sheet at December 31, 1996 and will be
amortized over a three-year period commencing in 1997.
Additionally, under the license agreement, the Company shall pay Licensor
royalties of 20% of net revenues subject to certain minimum royalties
commencing April 1997. Minimum annual royalties payable to Licensor for the
three successive twelve-month periods subsequent to April 1997 are
$1,000,000, $1,500,000 and $2,500,000, respectively.
NOTE 7 INTANGIBLE ASSETS
Intangible assets consist of the following
<TABLE>
<CAPTION>
December 31,
(in thousands) 1995 1996
----------------------------------------------------------------
<S> <C> <C>
Goodwill $ 300 $ 6,397
Customer list -- 925
------- -------
300 7,322
Less: accumulated amortization -- (518)
----------------------------------------------------------------
$ 300 $ 6,804
----------------------------------------------------------------
</TABLE>
In October 1996, the Company recorded an impairment charge of $13,787,000 to
goodwill relating to the discontinuance of product lines acquired from HIS
(see Note 6). The impairment of goodwill was determined based upon projected
discounted future cash flows.
42
<PAGE> 24
NOTE 8 LINE OF CREDIT
In 1995, the Company negotiated a $4,000,000 secured revolving credit
facility. The availability of this line of credit is based on a calculation
reflecting the age and nature of certain accounts receivable. The facility
is secured by domestic and Canadian accounts receivable and inventory and
bears interest at prime plus 2%. The facility expires in May 1997. At
December 31, 1996, the available balance was approximately $2,200,000. As of
December 31, 1995 and 1996, no balances were outstanding under the facility.
The facility contains various restrictions and covenants, including
maintaining minimum tangible net worth and working capital. The Company was
in compliance with or received waivers for all restrictions and covenants at
December 31, 1996.
Loan origination fees of approximately $121,000 were incurred in connection
with this line of credit and are being amortized to interest expense over
the term of the facility.
NOTE 9 LONG-TERM DEBT
Long-term debt outstanding is as follows:
<TABLE>
<CAPTION>
December 31,
(in thousands) 1995 1996
------------------------------------------------------------------------
<S> <C> <C>
Notes payable $ 1,167 $ 1,240
Tax claims 261 266
Other 213 373
------------------------------------------------------------------------
1,641 1,879
Less: current installments (620) (1,394)
------------------------------------------------------------------------
Noncurrent portion $ 1,021 $ 485
------------------------------------------------------------------------
</TABLE>
Aggregate maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
(in thousands)
--------------------------------------
Year ending December 31:
<S> <C>
1997 $1,394
1998 401
1999 41
2000 43
--------------------------------------
$1,879
--------------------------------------
</TABLE>
NOTES PAYABLE
Two notes payable were issued in connection with the Company's May 1996
acquisition of the remaining 30% minority interest shares of GSI (the "GSI
Notes") (see Note 6). The GSI notes are unsecured and bear an imputed
interest rate of 10% per annum. The GSI notes require monthly payments of
$51,500 and $40,000 (commencing April 1, 1997) and mature on February 28,
1997 and May 31, 1998, respectively, at which times all remaining principal
and accrued interest are due.
44
<PAGE> 25
A note payable arose in connection with the acquisition of a business in
April 1990 (the "CLS Note"). In November 1994, an agreement was reached
whereby the purchase price of the business acquired was reduced by
$1,614,000 and a new CLS Note was issued in the amount of $1,700,000. The
CLS Note is payable over three years on a quarterly basis. Interest is
compounded monthly at prime plus 1%. The CLS Note is guaranteed by BGLS (the
Company's former parent).
45
<PAGE> 26
The reduction in the purchase price of the business acquired of $1,614,000
together with the interest accrued on the original CLS Note for 1993 of
$393,000 are included in other nonoperating income in the consolidated
statement of operations for 1994. Interest expense for 1994 is net of the
interest accrued throughout the year on the original CLS note. The
underlying assets (mainly goodwill and capitalized software) acquired in
April 1990 were written off in the year ended December 31, 1993 and prior
periods.
TAX CLAIMS
Tax claims include pre-petition unsecured tax claims for income and property
taxes from various taxing authorities. Under the terms of the Plan of
Reorganization (see Note 16), such amounts are to be paid in full in cash in
annual installments over six years with interest at 6%. Upon agreement with
the respective taxing authority, tax claims are classified as debt,
otherwise such claims are classified as accrued liabilities and other
long-term liabilities in the accompanying consolidated balance sheets at
December 31, 1995 and 1996. Currently, the Company is disputing tax claims
of $758,000 of the remaining tax claims of approximately $1,010,000.
During 1994 and 1995, certain of these claims were settled and paid and
others were expunged by the Bankruptcy Court. The favorable settlement of
these claims of $916,000 and $1,566,000 are classified as extraordinary
gains in the accompanying consolidated statements of operations for 1994 and
1995, respectively.
OTHER
Other long-term debt at December 31, 1995 and 1996 include capital lease
obligations and other third-party notes payable.
NOTE 10 ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
December 31,
(in thousands) 1995 1996
--------------------------------------------------------------------
<S> <C> <C>
Salaries, wages and commissions $1,361 $1,767
Accrued bonus (including related party bonus of
$1,188) 2,280 1,188
Accrued vacation 992 1,190
Restructuring and field service outsourcing accrual 448 1,818
Other 1,351 1,349
--------------------------------------------------------------------
$6,432 $7,312
--------------------------------------------------------------------
</TABLE>
In December 1996, the Company decided to outsource its field service
operations to a third party. Pursuant to the decision to outsource its field
service operations, the Company charged approximately $940,000 to selling,
general and administrative expenses in the accompanying consolidated
statement of operations in 1996 comprised of $434,000 of termination
benefits to involuntarily terminated employees and $506,000 associated with
vacating certain business premises relating to its Canadian operations.
46
<PAGE> 27
As of December 31, 1995 and 1996, $448,000 and $658,000 was classified as
accrued liabilities and $430,000 and $445,000 was classified as long-term
liabilities, respectively, in the accompanying consolidated balance sheets
relating to the outsourcing of the Company's field service operations in
1996 and its restructuring plan (see Note 15). Also included in accrued
liabilities as of December 31, 1996 is $1,086,000 of restructuring costs
associated with the acquisition of HIS (see Note 6).
Other long-term liabilities also include disputed tax claims which would be
payable in 1997 and beyond and $400,000 due under a license agreement (see
Note 6).
47
<PAGE> 28
NOTE 11 INCOME TAXES
The components of income (loss) before income taxes and extraordinary item
are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
(in thousands) 1994 1995 1996
---------------------------------------------------
<S> <C> <C> <C>
U.S. $ 1,874 $ 7,952 $(12,452)
Foreign 1,817 1,054 (976)
---------------------------------------------------
Total $ 3,691 $ 9,006 $(13,428)
---------------------------------------------------
</TABLE>
The income tax provision (benefit) is comprised of the following:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
(in thousands) 1994 1995 1996
---------------------------------------------------
<S> <C> <C> <C>
Current:
U.S. Federal $ -- $ 331 $ 129
State -- 27 39
Foreign 265 (47) 23
---------------------------------------------------
Total 265 311 191
Deferred:
U.S. Federal -- -- --
Foreign (202) 72 (132)
-------------------------------------------------
Total (202) 72 (132)
---------------------------------------------------
$ 63 $ 383 $ 59
---------------------------------------------------
</TABLE>
Deferred tax assets and liabilities result from differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities. The significant components of the deferred income tax assets and
deferred income tax liabilities are as follows:
<TABLE>
<CAPTION>
December 31,
---------------
(in thousands) 1995 1996
------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 9,869 $ 10,064
Property, plant and equipment 1,614 1,200
Restructuring and other reserves 799 667
Inventory reserves 540 714
Allowance for doubtful accounts 296 992
Capitalized software and intangibles 6,178 5,473
Accrued expenses -- 1,486
Other 748 1,001
------------------------------------------------------------------
20,044 21,597
Less valuation allowance (20,044) (21,597)
------------------------------------------------------------------
Net deferred tax assets -- --
------------------------------------------------------------------
Deferred tax liabilities:
Foreign earnings (132) --
------------------------------------------------------------------
Total deferred tax liabilities (132) --
------------------------------------------------------------------
Net deferred tax liabilities $ (132) $ --
------------------------------------------------------------------
</TABLE>
48
<PAGE> 29
The Company recorded certain deferred tax assets as of December 31, 1995 and
1996 that were previously omitted due to contingencies that were resolved
during such years. However, the Company has recorded a valuation allowance
in the amount set forth above for certain deductible temporary differences
where it is not certain whether the Company will receive future tax
benefits. The net change in the valuation allowance for the year ended 1996
was $1,553,000.
The deferred tax assets at December 31, 1996 have been stated on the
assumption that Federal net operating loss benefits derived from the BGLS
group and HIS of approximately $24,000,000, which expire in the years 2005
through 2011, will be available for use in future periods. The utilization
of these net operating losses is limited to approximately $2,500,000 on an
annual basis. Net operating losses attributable to foreign operations total
approximately $1,300,000 and will expire in the years 1997 through 2002.
The provision (benefit) for income taxes differs from the amount computed by
applying the Federal corporate income tax rate of 34% to income (loss)
before income taxes and extraordinary item as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1994 1995 1996
------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory tax rate 34.0% 34.0% (34.0%)
Change in valuation allowance due to
net operating loss and credit
carryforwards (15.0) -- --
Write-off of intangibles -- -- 44.4
Deferred tax assets realized but
previously reserved including
utilization of net operating losses -- (29.4) (12.7)
Effect of foreign operations (17.0) (4.0) 1.5
Other (0.3) 3.7 1.2
------------------------------------------------------------------------
Effective tax rate 1.7% 4.3% 0.4%
------------------------------------------------------------------------
</TABLE>
49
<PAGE> 30
NOTE 12 GEOGRAPHIC AREA INFORMATION
The Company operates in one industry segment, the design, sale, installation
and support of total information system solutions. Information with respect
to the Company's operations by significant geographic area is set forth
below. "United States" includes operations in Puerto Rico. "Other foreign"
includes operations in Mexico, Costa Rica, Venezuela, Singapore, Malaysia,
Hong Kong, the Netherlands and Australia. During 1994, the Company closed
its operations in Mexico and a decision was taken to discontinue certain of
its operations in Costa Rica, Singapore, Malaysia and Hong Kong. In
connection with the acquisition of HIS (see Note 6), the Company acquired
operations in Singapore, Hong Kong and Australia.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
(in thousands) 1994 1995 1996
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue from unaffiliated customers:
United States $ 53,792 $ 56,410 $ 54,898
Canada 8,544 7,482 5,931
Other foreign 3,759 2,402 3,335
-------------------------------------------------------------------------------
$ 66,095 $ 66,294 $ 64,164
-------------------------------------------------------------------------------
United States revenue from
foreign affiliates $ 983 $ 898 $ 665
United States export sales $ 61 $ 163 $ 73
-------------------------------------------------------------------------------
Operating income (loss):
United States (including export sales) $ (38) $ 8,377 $(12,285)
Canada 3,963 1,712 589
Other foreign (2,184) (690) (1,048)
-------------------------------------------------------------------------------
$ 1,741 $ 9,399 $(12,744)
-------------------------------------------------------------------------------
Identifiable assets:
United States $ 12,629 $ 17,436 $ 26,308
Canada 2,176 2,167 1,414
Other foreign 1,211 1,430 5,131
-------------------------------------------------------------------------------
$ 16,016 $ 21,033 $ 32,853
-------------------------------------------------------------------------------
</TABLE>
United States revenue from foreign affiliates consists of net intercompany
sales and services from the United States to the Company's foreign
subsidiaries and is eliminated from consolidated net revenue. Intercompany
sales are based on current selling prices or list prices less discounts.
Discounts typically are influenced by competitive pricing, market conditions
and relative foreign exchange rates.
NOTE 13 STOCK OPTION AND COMPENSATION PLANS
In connection with the Plan of Reorganization (see Note 16), the Company
adopted the MAI Systems Corporation 1993 Stock Option Plan (the "1993 Plan")
which became effective on January 27, 1994. Under the 1993 Plan, 10% of the
authorized shares of Common Stock are reserved for issuance of options.
Pursuant to the Plan of Reorganization, the number of shares subject to the
1993 Plan will be reduced to 10% of the total issued shares. Options under
the 1993 Plan may be granted at exercise prices determined by the
Compensation Committee of the Board of Directors, provided that the exercise
prices shall not be less than the fair market value of the Common Stock on
the date of grant. At December 31, 1996, 148,367 options under the 1993 Plan
were exercisable and the weighted-average exercise price of these options
was $2.14.
50
<PAGE> 31
In July 1995, the Board of Directors adopted the Non-Employee Director's
Stock Option Plan (the "Director's Plan"). Under the Director's Plan,
certain directors who are not employees of the Company or any affiliate of
the Company are eligible to receive stock options. The Director's Plan
provides each non-employee director who is elected or appointed and duly
qualified, be granted automatically a one-time option to purchase 31,250
shares of Common Stock. The option vests in five equal installments, the
first of which occurs on the six-month anniversary of the non-employee
director's election or appointment to the Board, and thereafter on the date
of each successive re-election to another annual term. The number of shares
of Common Stock reserved for issuance pursuant to the Director's Plan is
125,000 shares. The exercise price shall not be lower than the fair market
value of the Common Stock on the date of grant. As of December 31, 1996,
25,000 options under the Director's Plan were exercisable and the
weighted-average exercise price of these options was $7.80.
At December 31, 1996, there were 412,043 additional shares available for
grant under the stock option plans. The per share weighted-average fair
value of stock options granted during 1995 and 1996 was $2.56 and $4.90 on
the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions: 1995 - risk-free interest rate of
6.20%, volatility of 65% and an expected life of 5 years; 1996 - risk-free
interest rate of 6.20%, volatility of 65% and an expected life of 5 years.
The Company applies APB Opinion No. 25 in accounting for its stock option
plans and, accordingly, no compensation cost has been recognized for its
stock options in the financial statements. Had the Company determined
compensation cost based on the fair value at the grant date for its stock
options under SFAS No. 123, the Company's net income (loss) and net income
(loss) per share would have been reduced (increased) to the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------
(in thousands except per share data) 1995 1996
------------------------------------------------------------------------------
<S> <C> <C>
Net income (loss) As reported $ 10,189 $ (13,487)
Pro forma $ 9,971 $ (14,210)
------------------------------------------------------------------------------
Net income (loss) per share As reported $ 1.32 $ (1.85)
Pro forma $ 1.29 $ (1.94)
------------------------------------------------------------------------------
</TABLE>
Pro forma net income (loss) and pro forma net income (loss) per share
reflects only options granted in 1995 and 1996. Therefore, the full impact
of calculating compensation cost for stock options under SFAS No. 123 is not
reflected in the pro forma net income (loss) amounts presented above because
compensation cost is reflected over the options' vesting period of four
years.
The following is a summary of stock option activity under the Company's
stock option plans:
<TABLE>
<CAPTION>
Number of Weighted-average
shares exercise price
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Options outstanding at December 31, 1994 -- $ --
Granted 715,625 2.56
Canceled (58,334) 1.65
- ----------------------------------------------------------------------------------------
Options outstanding at December 31, 1995 657,291 2.56
Granted 393,500 9.16
Exercised (66,830) 1.87
Canceled (21,004) 5.02
- ----------------------------------------------------------------------------------------
Options outstanding at December 31, 1996 962,957 $ 5.36
- ----------------------------------------------------------------------------------------
</TABLE>
51
<PAGE> 32
At December 31, 1996, the range of exercise prices and weighted-average
remaining contractual life of outstanding options under the Company's stock
option plans were $1.65 - $10.13 and 9.5 years, respectively.
During 1996, the Company accelerated the vesting period of certain stock
options granted to certain employees of the Company resulting in a new
measurement date of such options. The exercise prices of the options were
below the fair market value on the date of acceleration. Accordingly, earned
compensation of approximately $177,000 has been recorded for the difference
between the option exercise price and fair market value on the date of
acceleration.
NOTE 14 EMPLOYEE BENEFITS
SAVINGS PLANS
On October 1, 1995, the Company established a Savings and Investment Plan
covering substantially all the Company's domestic employees (the "Domestic
Plan"). The Domestic Plan qualifies under Sections 401(k) and 401(a) of the
Internal Revenue Code. Participating employees are allowed to contribute
from 1% to 15% of their annual compensation. In 1995, the Company
contributed a discretionary matching contribution of 10% of employee
contributions up to a maximum of 6% of their annual compensation. For 1995,
contributions to the Domestic Plan by the Company were approximately
$18,000.
The Company's Canadian subsidiary offers to its employees a money purchase
plan for benefits accruing in respect of service from August 1, 1985 for
substantially all full-time employees (the "Canadian Plan"). Participating
employees are allowed to contribute between 2% and 6% of their annual
compensation. The Company contributes an amount equal to 50% of the employee
contributions up to a maximum of 2% of annual compensation. Contributions to
the Canadian Plan by the Company were approximately $39,000, $32,000 and
$31,000 for 1994, 1995 and 1996, respectively.
On September 30, 1994, the Company froze a defined contribution and savings
plan existing at that date. This plan was merged into the Domestic Plan
during 1996.
DEFINED BENEFIT PLANS
In April 1992, the Company elected to cease benefit accruals under the
defined benefit plan to current participants. The curtailment had no effect
on the accrued pension cost of the defined benefit plan.
Company contributions under this plan are funded annually. Plan assets are
comprised primarily of guaranteed investment/annuity contracts. Employee
benefits are based on years of service and the employees' compensation
during their employment.
The actuarially computed domestic pension costs included the following
components:
52
<PAGE> 33
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------
(in thousands) 1994 1995 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits
earned during the year $ 40 $ 40 $ 40
Interest cost on projected
benefit 91 98 109
Actual loss (return) on assets
for the period 28 (213) (145)
Amortization and deferral, net (97) 132 64
----- ----- -----
Net periodic pension expense $ 62 $ 57 $ 68
- --------------------------------------------------------------------------------
</TABLE>
The following table sets forth the domestic defined benefit plan's funded
status and amounts recognized in the Company's consolidated balance sheets:
<TABLE>
<CAPTION>
December 31,
--------------------
(in thousands) 1995 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ 1,506 $ 1,532
------- -------
Accumulated benefit obligation $ 1,506 $ 1,532
------- -------
Projected benefit obligation for service
rendered to date $ 1,506 $ 1,532
Plan assets at fair value 1,087 1,244
------- -------
Projected benefit obligation in excess of
plan assets 419 288
Unrecognized net loss from past
experience different from that assumed
and effects of changes in assumptions (210) (150)
- --------------------------------------------------------------------------------
Accrued pension cost $ 209 $ 138
- --------------------------------------------------------------------------------
</TABLE>
The actuarial assumptions used are as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Weighted-average discount rate 9.0% 7.25% 7.75%
Expected long-term rate of return on assets 8.0% 8.0% 8.0%
--- ---- ----
</TABLE>
The Company had various employee retirement plans which covered
substantially all of the employees in the Company's foreign operations.
Obligations related to the European Subsidiaries were extinguished in
connection with the Foreclosure (see Note 16). The plans were funded in
accordance with local statutory requirements. Plan assets for the funded
plans were comprised principally of guaranteed investment contracts.
53
<PAGE> 34
NOTE 15 RESTRUCTURING COSTS
Prior to 1994, a restructuring plan was implemented comprising employee
severance programs, excess facilities and lease termination costs. At
December 31, 1994, the remaining balances relating to this restructuring
program were approximately $1,342,000. During 1995 and 1996, approximately
$464,000 and $397,000, respectively, of costs and payments have been charged
against this balance. During 1996, $244,000 was reversed due to changes in
the underlying estimates for excess space and credited to selling, general
and administrative expenses in the accompanying consolidated statement of
operations in 1996. The remaining balance at December 31, 1996 of $237,000
mainly comprised lease obligations for excess space which have been
classified as accrued liabilities and other long-term liabilities in the
accompanying consolidated balance sheet at December 31, 1996 (see Note 10).
In 1994, to facilitate operating efficiencies, the Company restructured
along functional lines of business and disposed or closed certain
operations. An amount of $1,814,000 was charged to selling, general and
administrative expenses in the accompanying consolidated statement of
operations in 1994 comprising termination benefits to involuntarily
terminated employees, costs associated with vacating certain business
premises and severance obligations to past officers of the Company. At
December 31, 1994, the remaining balance was approximately $2,044,000.
During 1995, approximately $380,000 of costs were paid, a settlement was
reached with a past officer of the Company, whereby severance benefits for
$576,000 were offset against a note receivable from such officer and lease
obligations for excess facilities no longer required of approximately
$1,088,000 were reversed and credited to selling, general and administrative
expenses in the accompanying consolidated statement of operations in 1995.
There were no remaining balances relating to this restructuring program at
December 31, 1995.
NOTE 16 PLAN OF REORGANIZATION AND FORECLOSURE
In connection with the Company's Chapter 11 bankruptcy proceedings in 1993,
shares of Common Stock are currently being distributed by the Company to its
former creditors pursuant to the Plan of Reorganization (the "Plan") as
approved by United States Bankruptcy Court. The Company anticipates that
approximately 6,820,338 shares of Common Stock will be issued. As of
December 31, 1996, 6,728,256 shares had been issued pursuant to the Plan of
Reorganization.
On March 22, 1993, a syndicate of banks (the "Banks") foreclosed (the
"Foreclosure") on all of the outstanding capital stock of certain of the
Company's European subsidiaries (the "European Subsidiaries"), on certain
intellectual property of the Company and on amounts due to the Company from
certain European Subsidiaries in satisfaction of all amounts due under the
Company's term loan facilities and revolving facilities with the Banks.
At December 31, 1993, $7,500,000 of the gain on Foreclosure was deferred due
to a potential obligation of the Company's parent at the time to the Banks.
During 1994, the Company determined that it had no continuing obligation and
accordingly, the $7,500,000 was classified as additional paid-in capital in
the accompanying consolidated statement of stockholders' deficiency for
1994.
Notwithstanding the confirmation and effectiveness of its Plan of
Reorganization pursuant to which the Company emerged from a voluntary
proceeding under the bankruptcy laws, the United States Bankruptcy Court
continues to have jurisdiction, among other things, to resolve disputed
pre-petition claims against the Company, to resolve matters related to the
assumptions, assignment or rejection of executory contracts pursuant to the
Plan, and to resolve other matters that may arise in connection with the
implementation of the Plan.
54
<PAGE> 35
NOTE 17 COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases certain facilities and equipment, some of which are in
excess of the Company's current and anticipated needs (and have been
included in accrued liabilities and other long-term liabilities in the
balance sheet at December 31, 1995 and 1996) (see Note 10), under both
month-to-month and fixed-term agreements.
The aggregate minimum rentals under operating leases with noncancelable
terms of one year or more are as follows:
<TABLE>
<CAPTION>
Year ending December 31:
(in thousands)
----------------------------------
<S> <C>
1997 $2,058
1998 1,172
1999 725
2000 618
2001 566
Thereafter 708
----------------------------------
$5,847
----------------------------------
</TABLE>
55
<PAGE> 36
Rental expense was approximately:
<TABLE>
<CAPTION>
(in thousands)
--------------------------------------------
<S> <C>
Year ended December 31, 1994 $2,283
Year ended December 31, 1995 1,467
Year ended December 31, 1996 1,961
--------------------------------------------
</TABLE>
LEGAL PROCEEDINGS
In June 1996, the Company received an $8,500,000 cash settlement relating to
the proposed sale of certain of its subsidiaries in 1993. The settlement,
net of $525,000 of legal fees, is included in other operating income in the
1996 consolidated statement of operations.
The Company has filed and will continue to file objections to claims
asserted in its Chapter 11 bankruptcy proceedings. The majority of these
claims would, if upheld, give rise to allowed unsecured claims entitling the
respective claimants to distributions of Common Stock. A number of filed
objections in respect of secured claims, administrative claims, priority
claims, tax claims, convenience claims and cure claims were still
outstanding at December 31, 1996. To the extent the Company's objection to
such claims are not sustained, the Company will be obligated to pay such
claims in a lump sum in the case of convenience claims and administrative
claims and in the case of secured claims, priority claims, tax claims and
cure claims, on a deferred basis over six to seven years, depending on the
type of claim, at an interest rate of 6% in accordance with the Plan of
Reorganization. The Company does not believe the outcome of these objections
to be material.
During 1993, the Company commenced legal actions involving competitors
offering maintenance services to the Company's end users. During 1994 and
1995, favorable legal settlements were received. The settlements and costs
incurred have been included in other operating income in the consolidated
statements of operations. In 1994 and 1995, the settlements (net of
expenses) were approximately $582,000 and $3,000, respectively. The Company
is recovering ongoing royalty income from defendants with whom settlements
have been achieved. Similar actions are pending against other alleged
copyright infringers.
The Company is also involved in various other legal proceedings which are
incident to its business. Management believes the ultimate outcome of these
matters will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.
RELATED PARTY TRANSACTIONS
Under the terms of a consulting agreement dated August 15, 1994, between
Orchard Capital Corp. ("Orchard") and the Company, Orchard provides the
services of Richard S. Ressler as the Company's Chairman. Orchard was paid a
consulting fee of $20,000 per month through August 15, 1996 and $24,000 per
month thereafter until August 15, 1997. In addition, Orchard earned a bonus
of $1,188,000 payable in cash or freely transferable Common Stock (at the
option of the Company) when the closing trading price of the shares of the
Company's Common Stock for 20 consecutive trading days ending on or after
January 1, 1996 exceeded $4.00 per share (adjusted for the 25% stock split -
see Note 1). The $1,188,000 (of which $594,000 was accrued in both the third
and the fourth quarters of 1995) is included in selling, general and
administrative expenses in the accompanying consolidated statements of
operations and as part of accrued liabilities in the accompanying balance
sheet at December 31, 1995 and 1996 (see Note 10). In addition to such
compensation, Orchard was granted warrants (adjusted for the August 1995 25%
stock split) to purchase up to 625,000 shares of Common Stock at a price of
$1.90 per share, the fair market value of Common Stock on the date of grant.
The warrants were fully exercisable on the date of grant. The consulting
agreement expires August 15, 1997. Mr. Ressler is the principal stockholder
of Orchard.
56
<PAGE> 37
On February 13, 1995, BGLS distributed, by way of a special dividend, its
approximate 3,200,000 shares of the Company's Common Stock to holders of
Brooke Group, Ltd. common stock. Accordingly, the Company is no longer a
subsidiary of BGLS. As a result of the distribution, a former Chairman of
the Company held approximately 1,652,433 shares of Common Stock. During
1996, the Company recognized $390,000 of revenues relating to the sale of
network and computer equipment and services in the normal course of business
to an affiliated Company. In November 1996, the Company also entered into a
maintenance and service contract with this related company for $350,000
which will be recognized ratably over the succeeding 12-month period. In
January 1997, the former Chairman of the Company divested all of his shares
of the Company's Common Stock.
During 1994, the Company loaned $550,000 to a former officer of the Company.
The loan was originally repayable by December 30, 1994. In 1995, the loan
was offset against remaining severance reserves of approximately $576,000
subsequently established for this officer (See Note 15).
NOTE 18 SUBSEQUENT EVENT
On March 6, 1997, the Company acquired substantially all the assets and
assumed certain liabilities of CIMPRO, which develops and markets process
manufacturing software, for $5,900,000 in cash. To finance the acquisition
of CIMPRO, the Company sold 400,000 shares of its Common Stock in a private
placement for $6.50 per share and issued $6,000,000 of 11% subordinated
notes payable due in 2004 to an investment fund managed by Canyon Capital
Management LP ("Canyon"). Additionally, warrants to purchase 750,000 shares
of the Company's Common Stock at $8 per share were issued in connection with
the 11% subordinated debt. The warrants are exercisable and callable (by the
Company) under certain circumstances at any time within seven years and the
11% subordinated notes may be used to exercise the warrants. The acquisition
of CIMPRO will be accounted for using the purchase method of accounting.
58
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MAI Systems Corporation:
The audits referred to in our report dated March 27, 1997, included the related
financial statement schedule as of December 31, 1996, and for each of the years
in the three-year period ended December 31, 1996, included in the annual report
on Form 10-K/A. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
We consent to the use of our reports included herein and incorporated herein
by reference.
/s/ KPMG Peat Marwick LLP
April 17, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10K AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10K.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,857
<SECURITIES> 0
<RECEIVABLES> 13,985
<ALLOWANCES> 2,578
<INVENTORY> 3,321
<CURRENT-ASSETS> 20,523
<PP&E> 4,065
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,853
<CURRENT-LIABILITIES> 28,793
<BONDS> 485
0
0
<COMMON> 88
<OTHER-SE> 1,970
<TOTAL-LIABILITY-AND-EQUITY> 32,853
<SALES> 64,164
<TOTAL-REVENUES> 64,164
<CGS> 42,930
<TOTAL-COSTS> 42,930
<OTHER-EXPENSES> 33,978
<LOSS-PROVISION> 339
<INTEREST-EXPENSE> 345
<INCOME-PRETAX> (13,428)
<INCOME-TAX> 59
<INCOME-CONTINUING> (13,487)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,487)
<EPS-PRIMARY> (1.85)
<EPS-DILUTED> (1.85)
</TABLE>
