TRANSITION SERVICES AGREEMENT
1. Transition Services. During the term of this Agreement as set
forth in Section 2 below (the "Transition Period"), Heinz Pet Products Company,
a division of Star-Xxxx Foods, Inc. ("Heinz Pet Products") and X.X. Xxxxx
Company of Canada, Ltd. ("Heinz Canada") (Heinz Pet Products and Heinz Canada
are sometimes referred to together as "Seller") agree to provide or to cause
their affiliates to provide to Xxxxx Xxxx Pet Food Company, Inc. ("Buyer" or
"Xxxxx Xxxx Pet Food") the services set forth in Annex A with respect to Kozy
Kitten Dry Cat Food, Kozy Kitten Semi-Moist Cat Food and Vets Dry Dog Food
products and in Canada with respect to Tuffy's Dog Food and Tuffy's Cat Food
(together, the "Kozy Kitten Products") (the "Transition Services").
2. Term of Agreement. The term of this Agreement shall commence on
April 29, 1996 (the "Closing") and shall continue for a period of ninety (90)
days, unless earlier terminated by Xxxxx Xxxx Pet Food upon five (5) days prior
written notice to Heinz Pet Products. In that event, the service fee set forth
in Section 7 shall be prorated. The term of this Agreement shall also be
referred to as the "Transition Period".
3. Confidentiality.
(a) During the term of this Agreement, Buyer and its employees may
from time to time have access to confidential information relating to the
operation of Heinz Pet Products and its affiliates other than the Kozy Kitten,
Tuffy's and other brands being acquired by Buyer. Xxxxx Xxxx Pet Food agrees
that such confidential information shall be retained in strict confidence and
not disclosed to any third party; provided that confidential information shall
not include information that: (i) is known or becomes known to the general
public through no violation of this Agreement; (ii) was in Xxxxx Xxxx Pet Food's
possession prior to its being furnished to Xxxxx Xxxx Pet Food by or on behalf
of Heinz Pet Products; (iii) becomes available to Xxxxx Xxxx Pet Food from a
source other than Heinz Pet Products, provided that such source is not known by
Xxxxx Xxxx Pet Food to be bound by a confidentiality agreement with, or by a
fiduciary or legal obligation to, Heinz Pet Products or any other party with
respect to such information; or (iv) Xxxxx Xxxx Pet Food can prove was
independently developed by it without the use of confidential information. Buyer
shall inform its agents and employees of the confidential nature of Heinz Pet
Products' confidential information and shall be responsible for the breach of
any provision of this Section 3 by its agents or employees.
(b) During the term of this Agreement, Seller and its employees may
from time to time have access to confidential information relating to the
operation of Buyer and its affiliates. Seller agrees that such confidential
information shall be retained in strict confidence and not disclosed to any
third party; provided that confidential information shall not include
information that: (i) is known or becomes known to the general public through no
violation of this Agreement; (ii) was in Seller's possession prior to its being
furnished to Seller by or on behalf of Buyer and was not sold to Buyer pursuant
to the Asset Purchase Agreement, dated
April 17, 1996 (the "Asset Purchase Agreement"); (iii) becomes available to
Seller from a source other than Buyer, provided that such source is not known by
Seller to be bound by a confidentiality agreement with, or by a fiduciary or
legal obligation to, Buyer or any other party with respect to such information;
or (iv) Seller can prove was independently developed by it without use of the
confidential information and was not sold to Buyer pursuant to the Asset
Purchase Agreement. Seller shall inform its agents and employees of the
confidential nature of Buyer's confidential information and shall be responsible
for the breach of any provision of this Section 3 by its agents or employees.
4. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Kentucky.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
6. Force Majeure.
(a) Failure of performance of any obligation under this Agreement by
either party, if occasioned by Act of God, strike, public enemy, fire,
explosion, perils of the sea, flood, drought, war, riot, sabotage, accident,
embargo or circumstance of like or different character beyond the control of the
failing party shall not subject either party to any liability to the other
party.
(b) If, by reason of the provision of this section, either party is
substantially prevented from performing for a period of 30 consecutive days or
more, the party able to perform may cancel this Agreement by giving written
notice to that effect to the other party. In such event, this Agreement will be
concluded upon the notice without liability on the part of either party.
7. Payments. For the services rendered under this Agreement, Buyer
shall pay Seller a fee of $9,625 per month. Buyer shall also pay Seller the
amounts for which Annex A indicates that Buyer is to reimburse Seller. Seller
shall pay to Buyer the Cash Settlement as set forth in Annex B.
8. Reconciliation and Net Payment. At the end of each of Seller's
fiscal months during the term of this Agreement (the "Transition Period"),
Seller will prepare a reconciliation (the "Reconciliation") with supporting
documentation as Buyer reasonably requests of all payments required of Seller
and Buyer to each other under this Agreement and under the Transition Storage
and Handling Agreement, dated Apri1 29, 1996, between Seller and
-2-
Buyer. Seller shall make from the Reconciliation a determination of the net
payment required (the "Net Payment") for that period and the direction of such
payment (i.e., to Seller or to Buyer). The Net Payment will be due fifteen (15)
days following the end of each fiscal month for which payment is due or, in
cases in which payment is due from Buyer, five (5) days after receipt of the
Reconciliation (or the next business day if such day falls on a weekend or a
holiday). Within fifteen (15) days of delivery of the Reconciliation to Buyer,
either party may object to the calculation of the Reconciliation. Unresolved
objections shall be resolved pursuant to Section 12.
9. General Intent. Except as the parties otherwise agree during the
Transition Period, Seller shall provide only the transition services that are
set forth on Annex A. Buyer shall use reasonable commercial efforts to terminate
its use of such assistance, in accordance with Section 1, as soon as reasonably
practicable.
10. Validity of Documents. Each party shall be entitled to rely upon
the genuineness, validity or truthfulness of any document, instrument or other
writing presented in connection with this Agreement unless such document,
instrument or other writing appears on its face to be fraudulent, false or
forged.
11. Liability and Indemnification.
(a) Seller's liability for any data processing errors, failure to
comply with any standard of care or other errors occurring in connection with
the services performed under this Agreement shall be limited to reprocessing the
data, revising the reports or otherwise performing such services as are required
to correct any error. Such remedies shall be exclusive of all other remedies
available by statute, rule or regulations, under common law, in equity or
otherwise. Buyer expressly waives its rights to any such other remedies
available by statute, rule or regulation, under common law, in equity or
otherwise.
(b) Buyer shall indemnify, defend and hold harmless Seller from and
against any and all claims, losses, demands, costs or liabilities, including
reasonable attorneys' fees, resulting from or in connection with third party
claims arising from Seller's performance of the services under this Agreement,
unless such third party claims are due from Seller's gross negligence or willful
misconduct in performing the services. Such indemnification shall survive the
termination of this Agreement. Promptly upon receipt by Seller of notice of the
assertion of any third party claim in respect to which indemnity may be sought
against Buyer pursuant to this Section 11, Seller shall notify Buyer in writing
thereof, but the omission to so notify Buyer will not relieve Buyer from any
liability which it may have to Seller under this Section 11, except to the
extent such failure to so notify materially prejudices the ability of Buyer to
defend against such action. In defending against the claim, Buyer shall have the
right to employ counsel of its own choosing and shall at all times have the
power to direct the defense against the claim. Seller
-3-
shall provide such assistance and cooperation as Buyer may reasonably request in
connection with the defense of any claim with respect to which indemnity may be
sought against Buyer pursuant to this Section 11.
12. No Offsets. Under no circumstances whatsoever may Buyer or
Seller be entitled to offset any amounts payable pursuant to this Agreement
against any amounts payable pursuant to, or with respect to any claims of
whatsoever nature between Buyer and Seller and any of their respective
affiliates under, any other agreement or arrangement between Seller and Buyer or
any of their respective affiliates, including, without limitation, the Asset
Purchase Agreement, Kozy Kitten License Agreement, the Promissory Note or the
Co-Pack Agreement and any other agreement contemplated by or executed in
connection with the Asset Purchase Agreement. Notwithstanding the foregoing,
either party shall be entitled to set off or recoup against any amount payable
to the other party pursuant to this Agreement any amount payable by the other
party to such first party pursuant to this Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it as of the day and year first written above.
HEINZ PET PRODUCTS COMPANY
A Division of Star-Xxxx Foods, Inc.
By /s/ Xxxxxxx Xxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxx Xxxxxxxx
Title: Chief Cost Officer
XXXXX XXXX PET FOOD COMPANY, INC.
By /s/ X. Xxxx
----------------------------------
Name: X. Xxxx
Title: V.P. Finance
X.X. XXXXX COMPANY OF CANADA, LTD.
By /s/ F. W. Daily
----------------------------------
Name: F. W. Daily
Title: Vice President
-4-
Annex A - "Transition Service Agreement"
Sales Operations
a) Seller shall at Closing provide to Buyer a current file of all
Kozy Kitten Products, including price lists, specifications,
shipping requirements, current customer lists and any
exceptions to pricing or shipping requirements from those
published prices.
b) Seller shall at Closing provide to Buyer terms of payment and
lead times as published to class of trade and any exceptions
to those published terms or lead times that may be in practice
or committed to.
c) Heinz Pet Products and Xxxxx Xxxx Pet Food shall have, by
Closing, agreed upon letters to the trade and brokers
announcing the acquisition, transition, termination and
appointment, in addition to any select letters covering any
EDI and Customer Requirements Planning ("CRP") arrangements
where appropriate. These letters will be mailed within
twenty-four (24) hours of the Closing to the appropriate
parties by both Heinz Pet Products and Xxxxx Xxxx Pet Food.
d) Seller will work with Xxxxx Xxxx Pet Food before the Closing
to determine mutually acceptable customers for continuous CRP
of Kozy Kitten Products and determine any appropriate charges.
e) Seller will, by or at the Closing, provide an understanding to
Xxxxx Xxxx Pet Food of promotional price programs, inclusive
of off-invoice, xxxx backs, and other funds used for or
charged to Kozy Kitten Products, including accrued funds and
their handling by either Heinz Pet Products brokers or Seller
personnel. This may be communicated orally or in writing,
subject to questions of clarity.
f) Seller shall provide to Buyer at the Closing the ending dates
of price programs, inclusive of preprice, off-invoice,
billbacks and/or other financial commitments and any
exceptions that may apply to published dates.
g) Heinz Pet Products at the Closing shall provide to Xxxxx Xxxx
Pet Food, the complete 1996 fiscal year Quarterly Sales Plan
Binder for all markets and channels inclusive of first and
second quarter of 1997 fiscal year as may have been given to
Heinz Pet Products brokers for implementation. If not included
in the Quarterly Sales Plan Xxxxxx, Xxxxx Pet Products will
advise Buyer of any Kozy Kitten Products included in any
Star-Xxxx-Xxxxx Pet Products umbrella promotions.
-5-
h) Seller at the Closing shall provide to Xxxxx Xxxx Pet Food the
customer files that may be an exception to the market offers
described above and those offers inclusive of dates.
i) Seller at the Closing shall turn over to Buyer all available
sales and/or marketing manuals, product information, product
files and market files that are related to Kozy Kitten
semi-moist and dry products, Tuffy's, Vets, Canine and Feline
Prime that Buyer shall have acquired under the Asset Purchase
Agreement.
j) Seller will maintain an accrual for Kozy Kitten Products
against transition invoices for customer performance charges
and will advise Buyer monthly of the accrual amount and the
amount of deduction charged that month. Supporting
documentation will be available to support accruals and
charges.
k) Heinz Pet Products shall use its best efforts to cause its
brokers to attend individual transition meetings with Xxxxx
Xxxx Pet Food brokers to be arranged by Xxxxx Xxxx Pet Food
brokers in conjunction with Heinz Pet Products broker
schedules. The purpose of this meeting will be to insure a
complete transition of customer commitments, issues, plans,
promotions, and transfer of Heinz Pet Products broker files
and Kozy Kitten information.
l) Heinz Pet Products brokers, where terminated, will not need to
provide or retain any sales support or headquarters support.
Such brokers, however, shall accept and transmit orders for
Kozy Kitten Products during the Transition Period.
m) Heinz Pet Products will provide sales communications, service
or direction to Heinz Pet Products sales personnel or broker
as might be necessary to fulfill the transition arrangements.
n) Heinz Pet Products will pay Heinz Pet Products terminated
brokers for the first 30 days of transition in lieu of notice
of termination. Heinz Pet Products will then pay the brokers,
reimbursed by Xxxxx Xxxx Pet Food, at a 50% rate for days
31-90. These payments are for order processing as appropriate
in accordance with past practices.
Customer Services
a) Seller will perform all order entry functions for the Buyer in
a manner consistent with Seller's current practices with
respect to the acquired brands.
b) Heinz Pet Products broker will continue to accept, place and
handle customer orders in a manner consistent with Heinz Pet
Products and broker's current practices until the end of the
Transition Period.
-6-
c) Seller and brokers shall respond to customer issues and
inquiries as appropriate and forward such issues and inquiries
to Xxxxx Xxxx Pet Food and its brokers for follow through or
follow up during the transition period.
d) Orders in the Seller's order entry system at the end of the
Transition Period (the "Transition Date") will be processed as
during Transition Period. Orders that Seller receives after
the Transition Date will be kicked back to the Heinz Pet
Products broker or Seller direct sales force and customer
service at Xxxxx Xxxx Pet Food for proper routing of future
orders. Xxxxx Xxxx Pet Food will be notified by Seller order
entry of the order for appropriate handling by Xxxxx Xxxx Pet
Food.
Purchasing Services
Seller will continue to perform all purchasing services
(ingredients, MRO'S, etc.) until Xxxxx Xxxx Pet Food can enter
corresponding vendor agreements but no later than the Transition
Date. Xxxxx Xxxx Pet Food shall complete the transition of vendor
agreements as soon as possible. Buyer shall reimburse Seller for all
purchasing costs immediately upon presentation of an invoice to
Buyer by Seller.
Accounting Services
a) General Ledger Operations - Seller will provide Buyer with the
information required to permit Buyer to convert the payroll
function to its system by the Closing.
b) Tuffy's lockbox accountant First Minnesota Bank will be
transferred to Xxxxx Xxxx Pet Food as of the Closing.
c) Seller shall provide to Buyer:
o actual sales report by month on an actual case basis by
UPC.
o Total monthly actual case sales report by customer.
o Daily sales (actual case) report.
See Annex C for specifications.
d) Seller shall provide to Buyer:
o Monthly product contribution statement by product.
o Consumer complaint reports.
o Other relevant reports regarding specific
brokers/customers where information is reported directly
to Heinz Pet Products.
-7-
o Cash settlement arrangements per Annex B.
Information Services
Startup Work - Work necessary to provide transition services, including
separating the acquired businesses from other Seller businesses. Specific items
include:
a) A monthly detail of invoices during the transition period and
a 24 month history, by month, for each line item UPC from the
end of the month prior to the Closing.
b) Accounts Receivable - customer master list.
c) General Xxxxxx - Xxxxxx structure for payroll and
manufacturing.
d) Accounts Payable - vendor master list.
e) Sales Reporting - daily sales by class in cases and monthly by
UPC four working days after the Heinz Pet Products fiscal
month close.
f) Open purchase orders and other relevant vendor information
(vendor master).
g) Inventory management and all relevant warehousing information.
Seller may fulfill this requirement by providing copies of the
IM-675 report limited to the Kozy Kitten Products for all of
Seller's warehouse locations during the Transition Period.
h) CRP where beneficial to Seller and Xxxxx Xxxx Pet Food.
i) Seller will provide assistance prior to the Closing regarding
specific EDI setup for trading partners that Buyer is
currently not engaged in EDI transactions with. (This is to
shorten the "trial run" times to the shortest possible time to
enable the fastest EDI transaction possible.)
Ongoing Services
a) Initial computer support and other support related to running
"applications."
b) Equipment repairs and software maintenance, as necessary.
Direct costs associated with repairs or maintenance of
equipment and software owned by Xxxxx Xxxx Pet Food or located
at the new Xxxxx Xxxx Pet Food facility is to be reimbursed to
Sellers.
c) Maintenance on the S/36 will be retained by Heinz Pet Products
during the Transition Period and be treated as a reimbursed
direct cost.
d) Seller will provide Xxxxx Xxxx Pet Food with any data that may
not have been listed in this Agreement as it applies to the
purchase of the acquired businesses to ensure a complete
information exchange.
-8-
e) Telecommunications, long distance and line services/modem
dial-up necessary to support the transition services, in the
event a Xxxxx Xxxx Pet Food to Seller connection is necessary.
Seller required hardware and/or software, whether purchased or
developed by Xxxxx Xxxx Pet Food employees, shall be furnished
at Seller's expense, inclusive of training.
f) CRP services for agreed upon customers at an agreed upon
price.
Cut-over Activities and Projects - Work necessary to support the transfer of
information to and the start-up of temporary Xxxxx Xxxx Pet Food systems during
and at the end of the Transition Period. Specific items include:
a) Accounts payable - Buyer will transition each vendor as soon
as possible pending credit agreements with each vendor.
b) Customer master.
c) Product master.
d) Sales history.
e) Payroll information for production employees fifteen (15)
calendar days before the anticipated Closing date.
f) Final inventory information at cut over.
g) Pricing data.
h) Promotional information in place at cut over.
i) Purchase order commitments information.
Note: Seller will not provide payroll services to Xxxxx Xxxx Pet
Food and will be responsible for filing tax information only
up to the date of the Closing, subject to Buyer's receiving
payroll information as specified above. Buyer will provide
W-2s for all hourly employees for any payroll period that
includes the Closing Date. Seller will provide Buyer prior to
the Closing with such information as Buyer may require with
respect to its provision of benefits to the hourly employees.
Transportation and Warehousing - Heinz Canada shall provide transportation and
warehousing services through third party vendors. Buyer shall reimburse Heinz
Canada for its actual cost for such services.
-9-
Annex B - "Cash Settlement"
Net settlement of revenues and expenses are defined as follows:
Add: Net sales revenue.
Less: Reimbursement for warehousing.
Less: Reimbursement for freight and delivery.
Less: Reimbursement for swell allowances at historical HPP rates.
Less: Reimbursement for coupons and other promotional expense.
Less: Reimbursement for any other direct cost incurred for producing
Kozy Kitten products at the Topeka, Kansas plant at the
December 0000 Xxxxxx standard rate (including freight),
adjusted for price variance on raw materials and freight, as
shown on Annex B-1.
Less: Brokerage.
Net sales revenue shall be list sales less (i) off-face promotional allowances,
(ii) cash discounts (2% of list), and (iii) performance billbacks based on
Seller's accruals at normal historical levels.
ANNEX B-1
PLANT STANDARDS HEINZ PET PRODUCTS
[LOGO] SORT - BY BRAND FY 00 XXX 00-Xxx-00
Xxxxx 4:00 PM
FCST
PPIC CA ---- COLD Percent
CODE CODE CT SIZE UM CA DESC PROD. ING. PKG. LABOR VAR O/H FRT STORAGE Cold
---- ---- -- ---- -- ------- ----- ---- ---- ----- ------- --- ------- -------
2050 KOZY KITTEN DRY
P00540 63013 1 20 LB KK Sea Sweet DCF 1.8175 0.5477 0.0639 0.1922 0.0000 0.0000 0.0000
P58490 63032 12 3.12 LB KK Sea Sweet 1.69 DCF 3.3995 1.9977 0.1474 0.4808 1.2984 0.0000 0.0000
P58500 63033 12 3.12 LB KK Country Mix 1.69 DCF 3.3567 1.9977 0.1474 0.4808 1.2496 0.0000 0.0000
P59240 63036 12 16 OZ KK Sea Sweet .69 DCF 1.1136 1.2442 0.0663 0.1865 0.4842 0.0000 0.0000
P59250 63037 12 16 OZ KK Country Mix .69 DCF 1.0996 1.2442 0.0663 0.1865 0.4847 0.0000 0.0000
P60010 63038 12 16 OZ KK Sea Sweet DCF 150.9 1.1136 1.2442 0.0663 0.1865 0.4528 0.0000 0.0000
P60020 63037 12 16 OZ KK Country Mix DCF 81.8 1.0996 1.2442 0.0663 0.1865 0.4253 0.0000 0.0000
P60030 63036 12 16 OZ KK Catfish DCF 1.1376 1.2442 0.0663 0.1865 0.4842 0.0000 0.0000
P60070 63045 12 16 OZ KK Sea Sweet .79 DCF 65.4 1.1136 1.2442 0.0663 0.1865 0.4842 0.0000 0.0000
P60680 63044 12 16 OZ KK Country Mix .79 DCF 54.4 1.0996 1.2442 0.0663 0.1865 0.4847 0.0000 0.0000
P60690 63032 12 3.12 LB KK Sea Sweet DCF 251.1 3.3995 1.9977 0.1474 0.4808 1.1978 0.0000 0.0000
P60700 63033 12 3.12 LB KK Country Mix DCF 95.9 3.3567 1.9977 0.1474 0.4808 1.0267 0.0000 0.0000
P60710 63034 12 3.12 LB KK Catfish DCF 3.4729 1.9977 0.1474 0.4808 1.2496 0.0000 0.0000
P65870 63043 12 3.12 LB KK Catfish 1.49 DCF 3.4729 1.9977 0.1474 0.4808 1.2496 0.0000 0.0000
P65880 63042 12 3.12 LB KK Sea Sweet 1.59 DCF 127.0 3.3995 1.9977 0.1474 0.4808 1.2984 0.0000 0.0000
P65890 63041 12 3.12 LB KK Country Mix 1.59 DCF 60.5 3.3567 1.9977 0.1474 0.4808 1.2496 0.0000 0.0000
P65900 63031 5 6.5 LB KK Sea Sweet DCF 106.8 2.9506 1.5395 0.1785 0.4530 1.0893 0.0000 0.0000
P65910 63030 5 6.5 LB KK Country Mix DCF 30.0 2.9135 1.5395 0.1785 0.4530 0.7747 0.0000 0.0000
P66790 63050 5 6.5 LB KK Country Mix 3.49 DCF 1.2 2.9135 1.4575 0.1785 0.4530 0.8171 0.0000 0.0000
P66800 63040 5 6.5 LB KK Sea Sweet 3.49 DCF 4.9 2.9506 1.4575 0.1785 0.4530 0.8209 0.0000 0.0000
P66900 63029 1 16 LB KK Sea Sweet DCF 102.8 1.4569 0.5056 0.0587 0.1714 0.4677 0.0000 0.0000
P67710 63013 1 20 LB KK Sea Sweet DCF 0.0 1.8175 0.5477 0.0639 0.1922 0.0000 0.0000 0.0000
PUN136 NA 12 3.12 LB KK Sea Sweet 1.69 PP 66.5 3.3995 1.9977 0.1474 0.4808 1.1978 0.0000 0.0000
PPIC TOTAL FIXED TOTAL
CODE VAR O/H COST
---- ----- ----- -----
P00540 2.6213 0.2222 2.8435
P58490 7.3238 0.5946 7.9164
P58500 7.2322 0.5946 7.8268
P59240 3.0948 0.2784 3.3732
P59250 3.0813 0.2784 3.3597
P60010 3.0634 0.2784 3.3418
P60020 3.0219 0.2784 3.3003
P60030 3.1188 0.2784 3.3972
P60070 3.0948 0.2784 3.3732
P60680 3.0813 0.2784 3.3597
P60690 7.2232 0.5946 7.8178
P60700 7.0093 0.5946 7.6039
P60710 7.3484 0.5946 7.9430
P65870 7.3484 0.5946 7.9430
P65880 7.3238 0.5946 7.9184
P65890 7.2322 0.5946 7.8268
P65900 6.2109 0.6431 6.8540
P65910 5.8592 0.6431 6.5023
P66790 5.8195 0.6431 6.4627
P66800 5.0605 0.6431 5.6038
P66900 2.6603 0.2077 2.8680
P67710 2.6213 0.2222 2.8435
PUN136 7.2232 0.5946 7.0170
-----------------------------------------------------------------------
B AR COM BRN SIZE FLVR PK COUNT
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
PENDING
DOLLARS AVG AVG ORDERS CURRENT PENDING
MTD NET NET/ LIST/ MTD THIS MONTHS ORDERS TODAYS
AMT CASE CASE INVOICE MONTH BUSINESS FUTURE INVOICE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LAST
YEARS
MONTH PCT
TODAYS END TO
ORDERS INVOICE LAST
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
Annex D - "Accounting Services Reimbursement"
Accounting
Finance
MIS
Purchasing
Manufacturing
Management
Broker Management
Deduction Clearing
Transition Support
Consumer Affairs
Other
- 11 -
