APPENDIX (this "APPENDIX") dated December 30, 1997 to LEASE AGREEMENT
(the "LEASE AGREEMENT" and, together with this Appendix, the "LEASE") dated
as of, December 30, 1997 between BA LEASING & CAPITAL CORPORATION ("LESSOR")
and MIDDLEBY MARSHALL INC., a Delaware corporation ("LESSEE"). Capitalized
terms not defined herein shall have the meanings given such terms in the body
of the Lease.
A. UNITS.
The Units to be leased under the Lease Agreement by this Appendix
consist of the following:
All right, title and interest of Middleby Marshall Inc. in, to and
under that certain License Agreement dated September 24, 1981, between
Stewart Systems, Inc. ("STEWART") and Enertex, Incorporated, relating to
U.S. Patent Nos. 3,884,213 and 4,154,861, as assigned by Assignment of
License Rights dated December 22, 1983, between Stewart and Middleby
Marshall Oven Company, Inc., and as amended by Amendment No. 1 to License
Agreement effective October 1, 1989, between Middleby Marshall Inc. and
Patentsmith II, Inc., as the same may be further amended from time to time;
and
Sublicense and Settlement Agreement dated October 31, 1989, between
Lincoln Foodservice Products, Inc. and Middleby Marshall Inc., relating to
certain patent rights of Patentsmith II.
B. PURCHASE PRICE; CONDITIONS PRECEDENT; ADVANCES.
1. PURCHASE PRICE.
(a) "PURCHASE PRICE" with respect to the Units to be leased under the
Lease Agreement is the Purchase Price set forth in the Schedule (as
hereinafter described), which Purchase Price shall in no event exceed
$10,200,000.
(b) Subject to paragraph B.2, Lessor shall pay the Purchase Price
directly to Lessee in immediately available funds on the Delivery Date of
the Units.
2. The obligation of Lessor to pay the Purchase Price with respect to
the Units is subject to satisfaction of Lessor of each of the following
conditions precedent:
(a) Lessee shall have executed and delivered to Lessor the Assignment
as required under Section 1.1 of the Lease Agreement, and delivered to
Lessor a copy of a notice of such Assignment which was delivered to
Lincoln;
(b) the execution and delivery of a Lease Schedule and Acceptance
Certificate in the form of EXHIBIT B hereto (the "SCHEDULE"), which
Schedule shall set forth, among
other things, the Delivery Date, the Purchase Price, the schedule of
the installments of Base Rent and the Early Buy-Out Option;
(c) the Delivery Date of the Unit shall be during the Utilization
Period set forth below;
(d) there shall exist no Event of Default nor any event which, with
notice or lapse of time or both, would become an Event of Default (a
"DEFAULT");
(e) no material adverse change in the financial condition of Lessee
or The Middleby Corporation ( "MIDDLEBY") shall have occurred since the
date hereof;
(f) delivery to Lessor, at Lessee's sole expense, of the following,
in each case in form and substance satisfactory to Lessor:
(i) an opinion of counsel to Lessee and Middleby;
(ii) evidence of Lessee's authority to enter into and perform its
obligations under the Lease and the Assignment, and of the
incumbency of corporate officers or identity of individuals
authorized to execute and deliver the Lease and the
Assignment and any other agreement or document required
thereunder, including specimen signatures of such persons;
(iii) UCC financing statements executed by Lessee together
with, at Lessor's option, certificates of filing
officers as to the nonexistence of any prior UCC
filings and evidence satisfactory to Lessor that each
Unit is free and clear of all claims, liens, security
interests and encumbrances, other than those to be
released by Sanwa Business Credit Corporation and,
pursuant to the written direction of The Northwestern
Mutual Life Insurance Company, First Security Bank of
Utah, National Association, as security trustee;
(iv) a support agreement, in substantially the form of Exhibit C
hereto (the "SUPPORT AGREEMENT") duly executed and delivered
by Middleby to Lessor;
(v) an appraisal of the Units, satisfactory to Lessor, by
Accuval Associates, Incorporated; and
(vi) any other documents specified in this Appendix and such
other documents as Lessor may reasonably request.
C. BASE TERM.
Rent for each Unit will accrue under the Lease during its Base Term.
The "BASE TERM" for each Unit will begin on, and include, its Base Date and
continue for the number of months specified in the Schedule. The "BASE DATE"
for each Unit will be the first of the month during or immediately following
the month in which the Delivery Date occurs, as specified in the Schedule.
D. UTILIZATION PERIOD.
The Delivery Date for the Units leased hereunder must occur between the
date of this Appendix and December 31, 1997, inclusive, which date may be
extended by Lessor by written notice to Lessee (the "UTILIZATION PERIOD").
E. RENT.
BASE RENT. The Base Rent for each Unit shall be established on the date
on which Lessor pays the Purchase Price to Lessee and shall be set forth
in the Schedule.
Lessee shall pay Lessor rent ("BASE RENT") for the Units during the Base
Term in the amounts and on the dates set forth in the Schedule.
F. LATE PAYMENT CHARGES.
The interest rate on late payments shall be 16% per annum computed daily
on the basis of a 360-day year and actual days elapsed which results in more
interest than if a 365-day year is used.
G. INCOME TAX INDEMNITY.
1. DEFINITION OF LOSS. For all Federal, state and local income tax
purposes, if due to any Lessee Act (as defined below):
(a) DEPRECIATION. Lessor is not entitled to the depreciation
deductions (the "Depreciation Deductions") for each Unit as provided by
Proposed Treasury Regulation Section 1.167-14(c)(4), promulgated under
Section 167(f) of the Internal Revenue Code of 1986, as amended (the
"Code") based on (i) a basis for depreciation equal to $9,200,000, (ii) use
of the straight-line method as provided in Proposed Treasury Regulation
Section 1.167-14(c)(4), (iii) a remaining useful life of ten years, (iv) a
salvage value equal to zero and (v) depreciation begins on the first day of
the month in which a Unit is acquired;
(b) INCLUSIONS. Lessor is required to include in gross income (an
"Inclusion") any amount with respect to the Lease other than (i) Base Rent
and rent payable with respect to any extension of the term of the Lease,
(ii) any amounts payable with respect to an election to purchase the Units,
(iii) any amounts payable as interest on overdue payments, and (iv) the
amount of any indemnity payment; in each case at the time and in the amount
each such payment accrues under the terms of the Lease; or
(c) FOREIGN TAX CREDITS. Lessor's federal income tax liability is
increased as a result of a reduction in the foreign tax credits available
for utilization by Lessor;
(any of the foregoing being a "Loss"), then, except as provided in
paragraph 6, Lessee shall indemnify Lessor with respect to such Loss by
making payments in the amounts and at the times specified herein. Any Loss
suffered for federal income tax purposes will be deemed to give rise to a
corresponding loss for state and local income tax purposes, and no Loss
will be considered suffered for state and local income tax purposes unless
there is a corresponding Loss for federal income tax purposes.
2. DEFINITION OF LESSEE ACT. A "Lessee Act" means any act or failure
to act by Lessee, any assignee or sublessee of Lessee, any user of the Units
or any affiliate of any of the foregoing or, without regard to any act or
failure to act by any person, any representation or warranty by Lessee in
paragraph 3 below shall prove to be incorrect or misleading or a breach of
any warranty or agreement by Lessee in paragraph 3 below, in each case other
than as a result of (A) an act or failure to act required by the Lease, (B)
the exercise of any purchase or renewal option under the Lease; or (C) the
making of any non-severable improvement permitted by Revenue Procedure 79-48.
3. LESSEE'S TAX REPRESENTATIONS.
(a) All factual information supplied by Lessee, its affiliates or
agents to Lessor and relied upon by Lessor and any appraiser reporting to
Lessor with respect to the Units was, in all material respects, complete
and accurate at the time given (provided that with respect to any
projections given to any appraiser, such information was, in all material
respects, to the best of Lessee's knowledge and information, complete and
accurate), and Lessee shall notify Lessor and any such appraiser of any
material change in the accuracy or completeness of such information before
the Delivery Date.
(b) On the Delivery Date, the Units being delivered will not require
additions or modifications to make them suitable for their intended use.
(c) As a result of the Assignment, Lessor will be treated as the
owner for all federal, state and local income tax purposes, of each Unit.
(d) For all purposes, Lessee (i) intends the Lease to be and will
treat the Lease
as a "true lease" for federal income tax purposes, (ii)
will take no position inconsistent with ownership of the Units by Lessor,
and (iii) will not claim any depreciation deductions with respect to the
Units.
(e) The Units are eligible for straight line depreciation by Lessor
under Section 167(f) of the Code over a period of ten years.
(f) In any taxable year of Lessor, no deductions or losses arising
from the lease financing transaction will arise from sources without the
United States under either Section 862 or Section 863 of the Code and the
Treasury Regulations promulgated thereunder.
(g) Each Unit will be placed in service by Lessor on the Delivery
Date.
(h) Due to various factors and considerations that Lessee will
evaluate in determining whether to exercise the options provided in
Sections H and I, there is no certainty, as of the date hereof, that either
option will be exercised by Lessee or a member of the Lessee Group (as
defined below).
(i) No part of the cost of the Units has been or will be furnished by
Lessee, a shareholder of Lessee or any party related to Lessee, within the
meaning of Section 318 of the Internal Revenue Code of 1986, as amended
(collectively, the "LESSEE GROUP").
(j) No member of the Lessee Group has or will loan to Lessor any of
the funds necessary to acquire the Units or guarantee any indebtedness
created in connection with the acquisition of the Units by Lessor.
(k) No member of the Lessee Group will make any improvements to the
Units, except in conformance with Rev. Proc. 79-48.
(l) Other than as expressly provided in Sections H and I, Lessee has
no option to purchase any Unit from Lessor.
4. (a) LESSEE'S PAYMENTS. If a Loss occurs, Lessee shall pay Lessor
an amount which, after reduction by the net amount of all additional taxes
payable by Lessor in respect of the receipt or accrual of such amount under
the laws of the United States and California (the amount of such taxes to be
computed assuming Lessor is subject to the highest marginal Federal and
California statutory rate for income or franchise taxes then generally
applicable to corporations), is equal to the sum of (i) the net additional
Federal income taxes payable by Lessor as a result of such Loss, plus (ii)
any interest, penalties or additions to tax payable by Lessor as a result of
such Loss, such sum to be determined (A) in the case of a loss of a
Depreciation Deduction, by assuming that Lessor's combined marginal federal,
state and local income tax rate will be 40.2%, (B) in the case of an
Inclusion, by assuming Lessor is subject to
the highest marginal Federal and California statutory rate for income or
franchise taxes then generally applicable to corporations and (C) in the case
of a loss of foreign tax credits, by assuming Lessor can fully and currently
utilize all available credits for foreign taxes to reduce its federal income
tax liability.
(b) LESSOR'S PAYMENTS. Lessor shall pay Lessee an amount equal to the
sum of (i) the net reduction in Federal income taxes, if any, realized by
Lessor attributable to any Loss or circumstances resulting in a Loss, such
sum to be determined utilizing the rates set forth in paragraph 4(a)(A) or
(B) as applicable and (ii) the net amount of any additional reduction in
Federal and California income and franchise taxes, if any, realized by Lessor
as a result of any payment pursuant to this sentence. However, the aggregate
amount paid by Lessor to Lessee hereunder with respect to any Loss shall not
exceed the aggregate amount paid by Lessee to Lessor with respect to such
Loss.
5. (a) TIME OF LESSEE'S PAYMENTS. Any amount payable to Lessor shall
be paid within 30 days after written notice to Lessee by Lessor that a Loss
has occurred (which notice shall describe the Loss in reasonable detail and
set forth the computation of the amount payable). The time at which a Loss
occurs shall be deemed to be the date the additional Federal income taxes
resulting from the Loss would become due under the assumptions set forth in
paragraph 7.
(b) TIME OF LESSOR'S PAYMENTS. Any amount payable to Lessee shall be
paid within 30 days after the date on which Lessor would realize the
reduction in Federal income tax under the assumptions set forth in paragraph
7, and shall be accompanied by a written statement describing the computation
of the amount so payable as determined by Lessor.
6. EXCLUSIONS. Notwithstanding any Lessee Act that is a cause of a
loss of a tax benefit described above, Lessee shall not be required to make
any payment hereunder in respect thereof if such loss of tax benefit is
primarily caused by any of the following:
(a) the failure of Lessor to have sufficient taxable income to
benefit from the depreciation deductions described in paragraph 1 (if,
absent such failure, the benefit of such deductions would have been
realized);
(b) the failure of Lessor to claim timely or properly any tax benefit
or treatment referred to in paragraph 1 in a tax return of Lessor, unless
such failure is based on a good faith determination of Lessor that it is
not entitled to claim such tax benefit or treatment;
(c) a voluntary disposition by Lessor of all or any part of its
interest in a Unit before any default by Lessee;
(d) any event giving rise to a payment of an amount determined by
reference thereto, but only if such payment is made in full; or
(e) a foreclosure of a lien on any Unit by any person holding such
lien through Lessor which foreclosure results solely from an act of Lessor.
7. COMPUTATIONS. Whenever it may be necessary to determine (i)
whether there has been a Loss or (ii) the amount of any payment required to
be made hereunder by either Lessee or Lessor, such determination shall be
made assuming (A) Lessor could fully benefit from any deductions and would
suffer the full detriment of any additional income, (B) Lessor pays its
annual federal income and state and local franchise or income taxes on
quarterly estimated payment dates in accordance with the following schedule:
25% of the total income taxes for each year is paid on each April 15, June
15, September 15 and December 15 of the year with respect to which such taxes
are imposed ("ESTIMATED TAX PAYMENT DATES") and (C) Lessor will compute its
taxable income under the accrual method of accounting.
8. CONTEST. (a) Lessor shall have no obligation to contest any
disallowance or adjustment or other action that may result in a Loss unless:
(i) Lessor receives a written notification by any taxing authority of a
proposed disallowance or adjustment (a "DISALLOWANCE"), (ii) Lessee requests
Lessor to contest the Disallowance within 15 days after Lessor has notified
Lessee thereof and within 30 days thereafter delivers to Lessor an opinion of
tax counsel satisfactory to Lessor that Lessor should prevail in the contest,
(iii) Lessee promptly pays the amount required under paragraph 2 if Lessor
elects to pay the tax and sue for a refund, (iv) the amount at issue in such
contest exceeds $100,000, and (v) Lessee fully indemnifies Lessor for the tax
and for all costs and expenses incurred by Lessor in connection with such
contest including allocated time charges of internal counsel for Lessor and
any other attorney's fees and expenses, and promptly reimburses Lessor for
all such costs and expenses as incurred.
(b) Lessor shall have full control over any contest, provided that
Lessee shall be entitled to participate in such contest at its own expense.
9. SURVIVAL. All of Lessor's rights and privileges arising from the
indemnities contained herein shall survive the expiration or other
termination of this Lease.
10. LESSOR. For purposes of this Income Tax Indemnity, "Lessor" shall
include any affiliated group (within the meaning of Section 1504 of the Code)
of which Lessor is or becomes a member for any year in which a consolidated
income tax return is filed for such affiliated group.
H. EARLY BUY-OUT OPTION.
On the third anniversary of the Base Date, so long as no Event of
Default has occurred and is continuing, Lessee may, by providing at least six
months' prior written notice to Lessor, have a one-time option to purchase
all, but not less than all, the Units for an amount equal to the EBO Amount
set forth in the Schedule.
I. PURCHASE AND RENEWAL OPTIONS.
1. Lessee will have no right to renew or extend the Lease. If no
Event of Default exists, Lessee may, by notice delivered to Lessor not more
than nine months and not less than six months before the end of the term of
this Lease with respect to any Unit, elect to purchase at the end of such
term all Units for which this Lease is then expiring for a purchase price
equal to the then "Fair Market Value" of such Units.
2. Fair Market Value of the Units shall be the value that would be
obtained in an arm's length transaction between an informed and willing buyer
(other than a buyer currently in possession) and an informed and willing
seller under no compulsion to sell, assuming the Unit's present use and
location and that it is in the condition required hereunder. If the purchase
option is exercised and if, four months before the end of the term of this
Lease with respect to the Units, Lessor and Lessee have not agreed upon the
Fair Market Value of the Units, upon application of either party an appraiser
shall be appointed by the American Arbitration Association and instructed to
determine the Fair Market Value of the Units within 30 days after appointment
and promptly communicate such determination in writing to Lessor and Lessee.
The determination so made shall be conclusively binding upon Lessor and
Lessee. The expenses and fees of the appraiser shall be home by Lessee.
3. Upon payment of the purchase price, Lessor shall execute and
deliver to Lessee an assignment (without representations or warranties except
that such Units are free and clear of all claims, liens, security interests
and other encumbrances by or in favor of any person claiming by, through or
under Lessor) for the relevant Units, and Lessor shall execute such further
documents, and take such further actions, as are reasonably requested by
Lessee to effectuate such purchase and assignment.
J. FINANCIAL AND OTHER COVENANTS.
Lessee shall at all times (all computations and definitions being
determined in accordance with generally accepted accounting principles
("GAAP")):
1. TANGIBLE NET WORTH. Lessee shall at all times maintain Tangible
Net Worth of not less than the Minimum Required Amount. For the purposes
hereof, the Minimum Required Amount shall be $29,000,000 through December 31,
1998, and on January 1 of each year (commencing January 1, 1999), the Minimum
Required Amount as in effect on the immediately preceding December 31 shall
be increased by an amount equal to 50% of cumulative Net Income for each year
(commencing with the year ended December 3 1, 1998), with a negative Net
Income for any year to result in no adjustments to the Minimum Required
Amount.
For purposes hereof, "NET INCOME" for any period shall mean the gross
revenues from any
source of Lessee for such period less all expenses and other proper charges,
determined in accordance with GAAP, but excluding in any event: (i) any gains
or losses on the sale or other disposition or loss to or destruction of
investments or fixed or capital assets, and any taxes on such excluded gains
and any tax deductions or credits on account of any such excluded losses;
(ii) earnings resulting from any reappraisal, revaluation or write-up of
assets, other than revaluations of foreign currency; and (iii) any gain
resulting from the acquisition of any equity securities of Lessee; and
"TANGIBLE NET WORTH" shall mean the excess of total assets of Lessee over
total liabilities and reserves of Lessee, total assets and total liabilities
and reserves each to be determined in accordance with GAAP excluding,
however, from the determination of total assets, all assets which would be
classified as intangible assets under GAAP including, without limitation,
goodwill, patents, trademarks, trade names, copyrights, franchises and
deferred charges (including, without limitation, unamortized debt discount
and expense, organization costs and deferred research and development
expenses) and excluding the write-up of assets above cost and also excluding
the effect of gains or losses of the type described in clause (i) of the
definition of the term "NET INCOME."
2. RATIO OF INDEBTEDNESS TO EBITDA. Lessee shall at all times
maintain the ratio of Indebtedness to EBITDA at levels not greater than 3.50
to 1.0. For purposes of testing compliance with this covenant, the term
"INDEBTEDNESS" shall include the present value of all capital lease
obligations of Lessee, determined as of any date the ratio is to be tested.
For purposes of testing compliance with this covenant, the term "EBITDA"
means Net Income plus, without duplication and to the extent deducted in
determining such Net Income, interest, depreciation and amortization expense
plus income taxes paid, all determined in accordance with a first-in,
first-out basis of accounting; "INDEBTEDNESS" shall mean and include all (i)
obligations of Lessee for borrowed money or which have been incurred in
connection with the acquisition of property other than current accounts
payable, (ii) obligations secured by any lien or other charge upon Property
owned by Lessee, even though Lessee has not assumed or become liable for the
payment of such obligations, (iii) noncontingent obligations created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by Lessee, notwithstanding the fact that the
rights and remedies of the seller, lender or lessor under such agreement in
the event of default are limited to repossession or sale of property, (iv)
obligations (other than obligations under any lease which is not a
capitalized lease and obligations in an amount equal to the demand component
of any contract providing for usual and customary utility services, including
gas, water, electricity and wastewater treatment services) to purchase any
property or to obtain the services of another person if the contract requires
that payment for such property or services be made regardless of whether such
property is delivered or such services are performed, except that no
obligation shall constitute Indebtedness solely because the contract provides
for liquidated damages or reimbursement of expenses following cancellation,
(v) capitalized rentals, (vi) obligations in respect of letters of credit but
only to the extent that such letters of credit do not support an obligation
of Lessee already included in Indebtedness and (vii) all guaranties by Lessee
of obligations of the type described in the foregoing clauses (i) through
(vi).
3. FIXED CHARGE COVERAGE RATIO. For the period of four consecutive
fiscal quarters ending January 3, 1998, Lessee shall maintain a Fixed Charge
Coverage Ratio of not less than 1.0 to 1.0, and for each period of four
consecutive fiscal quarters ending at the end of each fiscal year thereafter,
Lessee shall maintain a Fixed Coverage Ratio of not less than 1.25 to 1.0.
For purposes of this covenant, the phrase "FIXED CHARGE COVERAGE RATIO" means
the ratio of the sum of Net Income before payment of income taxes plus
depreciation, amortization, interest expense and lease expense over the sum
of current maturities of long term debt, including current capital lease
payments, plus interest expense, plus lease expense, plus shareholder
dividends or distributions paid.
4. Lessee shall not be a party to any merger or consolidation unless
Lessee is the surviving corporation, and Lessee shall not sell, transfer,
lease or otherwise dispose of any of its property, or in any event sell or
discount (with or without recourse) any of its notes or accounts receivable
or lease any property theretofore owned by Lessee in an aggregate amount in
excess of 5% of total assets of Lessee in any fiscal year of Lessee.
5. FINANCIAL REPORTING. Lessee shall maintain a standard system of
accounting in accordance with GAAP and will furnish to Lessor such
information respecting the business and financial condition of Middleby and
Lessee as may be reasonably requested by Lessor; and without any request
Lessee shall furnish to Lessor:
(a) within 90 days after the end of each fiscal year of Middleby, a
copy of Middleby's Form 10-K Report filed with the Securities and Exchange
Commission ("SEC"), including a copy of the annual report of Middleby and
its consolidated subsidiaries for such year with accompanying financial
statements, prepared by Middleby and certified by Arthur Andersen or any
other independent public accountants of recognized national standing
selected by Lessee, in accordance with GAAP;
(b) within 90 days after the end of each fiscal year of Lessee, a
copy of the annual financial statements of Lessee for such year, including
the related consolidated statements of income and of cash flows of Lessee
for such year;
(c) Upon the request of Lessor, not later than 60 days after the end
of each of the first three quarterly periods of each fiscal year of Lessee,
the unaudited balance sheet of Lessee as at the end of such quarter and the
related unaudited financial statements of Lessee, including statements of
income and of cash flows of Lessee, for such quarter and the portion of the
fiscal year through the end of such quarter, prepared in accordance with
GAAP (except for the absence of notes and normal year-end adjustments); and
(d) Promptly after the sending or filing thereof, copies of all proxy
statements, financial statements and reports which Middleby sends to its
shareholders, and copies of all other regular, periodic and special reports
and all registration statements which Middleby files with the SEC or any
successor thereto, or with any national securities exchange.
Each of the financial statements furnished to Lessor pursuant to
subsection (b) and (c) of this Paragraph J.5 shall be accompanied by a
written certificate signed by the chief financial officer of Lessee to the
effect that to the best of the knowledge and belief of the signer thereof no
Default or Event of Default has occurred during the period covered by such
statements or, if any such Default or Event of Default has occurred during
such period, setting forth a description of such Default or Event of Default
and specifying the action, if any, taken by Lessee to remedy the same. In
the event Middleby is no longer required to file Form 10-K Reports with the
SEC, Lessee will nevertheless furnish Lessor at the time hereinabove set
forth all the financial and other information that would have comprised such
filings.
K. SUBLEASES.
Notwithstanding Section 4.1 of the Lease Agreement, while no Event of
Default exists, Lessee may sublease the Units if each sublease and sublessee
is acceptable to Lessor and each sublessee executes and delivers to Lessor an
Acknowledgment in form and substance satisfactory to Lessor. Any sublease
shall be expressly subject and subordinate to the Lease and shall not relieve
Lessee of its obligations under the Lease. Lessee shall not sell, assign,
transfer (except to Lessor) or otherwise create, incur or suffer to be
created, incurred or to exist any lien, claim, security interest or
encumbrance (except in favor of Lessor) of any kind of its rights under any
sublease.
The parties hereto have executed this Appendix as of the day and year
first above written.
BA LEASING & CAPITAL CORPORATION MIDDLEBY MARSHAL INC.
By /s/ John A. Armstrong By /s/ David B. Baker
----------------------------- -------------------------------
Title Vice President Title Assistant Treasurer
Address: Address:
555 California Street 2850 West Golf Road
Fourth Floor Suite 405
San Francisco, CA 94104 Rolling Meadows, IL 60008
Attn: Contract Administration Attn: Chief Financial Officer
Telephone No.: 415/765-7427 Telephone No.: 847/758-3884
Telecopier No.: 415/765-7373 Telecopier No.: 847758-0595