PCS MARKETING AGREEMENT
THIS PCS MARKETING AGREEMENT ("Agreement") is entered into as of the 26th day
of April, 1996 by and between Advanced Radio Telecom Corporation, a Delaware
corporation with offices located at 000 000xx Xxxxxx XX, Xxxxx 0000, Xxxxxxxx,
XX 00000 ("ART"), and Xxxxxx Corporation, Farinon Division, a Delaware
corporation, with offices located at 000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, XX
00000 ("Xxxxxx").
WHEREAS ART and Xxxxxx wish to develop new business opportunities in the
emerging Personal Communications Services ("PCS") marketplace for the provision
of both 38 GHz services and equipment; and
WHEREAS ART has acquired authorizations at 38 GHz in certain markets in the
United States; and
WHEREAS Xxxxxx desires to include ART's 38 GHz services Right-of -Use of its
38 Ghz frequencies and associated coordination services as well as installation
and network monitoring, field services in conjunction with its sales of 38 GHz
equipment to the PCS marketplace;
WHEREAS Xxxxxx desires, as a secondary approach to direct sales of it's
microwave radio , to promote ART's leased services to the PCS market.
NOW THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements hereinafter set forth, ART and Xxxxxx,
intending to be legally bound, hereby agree as follows:
1.0 EFFECTIVE DATE; RELATED SUPPLY AGREEMENT. The Effective Date of this
Agreement shall be the date of execution by the parties, provided, however, that
the rights and obligations of the parties hereunder shall not become effective
unless and until the parties have executed a definitive supply agreement
("Purchase Agreement") for 38 GHz equipment as contemplated by Version 2 of a
Letter of Intent executed by ART and Xxxxxx and dated February 22, 1996.
2.0 TERM OF AGREEMENT, RENEWAL AND TERMINATION. Subject to the provisions of
Section 1.0 hereof, the term of this Agreement begins on the Effective Date and
shall continue in effect for one (1) year from the Effective Date ("Initial
Term"). The Agreement shall automatically renew after the Initial Term for
successive periods of one (1) year (each successive period a "Renewal Term")
unless one of the parties gives written notice not to renew no later than sixty
(60) days prior to the scheduled date of expiration of the Initial Term or any
subsequent Renewal Term. The parties acknowledge and agree that failure of
either party to give notice of termination shall give rise to a conclusive
presumption that the Agreement is to be renewed pursuant to this Section 2.0. A
party may terminate this Agreement:
(a) upon notice in writing delivered to the other party, in the event
that the other party breaches any material term, condition or covenant hereof if
the other party fails to cure any default or breach within thirty (30) days of
receipt of written notice of such breach from the non-breaching party;
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(b) upon notice in writing delivered to the other party, in the event that
the other party breaches any material term, condition or covenant of the
Purchase Agreement referenced in Section 1.0 above and the other party fails to
cure any default or breach within thirty (30) days of receipt of written notice
of such breach from the non-breaching party; or
(c) upon notice in writing delivered to the other party in the event
that the other party has caused the Purchase Agreement referenced in Section 1.0
above to be terminated; or
(d) at any time by providing ninety (90) days written notice to the other
party.
2.1 PROVISIONS OF TERMINATION FOR OPERATING FREQUENCIES: In the event of
termination of this agreement under the terms and conditions outlined in section
2.0, all Right of Use of ART's frequencies purchased from Xxxxxx prior the
effective date of the termination shall remain in effect for the time period
agreed in section 3.0. Xxxxxx agrees, for the remaining period that the Right of
Use is in effect, to pay to ART the annual coordination fees specified in
section 5.2.
3.0 RIGHTS GRANTED TO XXXXXX. During the Initial Term and any Renewal Term
of this Agreement, and subject to the terms and conditions of this Agreement,
ART hereby grants to Xxxxxx a non-transferable non-exclusive right to use
("Right of Use") 38 GHz authorizations which ART owns or otherwise controls for
a period not exceeding 10 years. (as shown in Exhibit A attached hereto). Not
withstanding the forgoing, Xxxxxx may transfers to the PCS End User the rights
contained in this paragraph, provided that the PCS End User agrees in writing to
the terms and conditions of this agreement that are applicable to it. The Right
of Use granted to Xxxxxx hereunder shall be limited to Xxxxxx'x 38 GHz equipment
sales to the PCS market. Xxxxxx covenants and agrees that, during the term of
this Agreement, it will not offer or promote alternate 38 GHz T1 leased services
from any other provider of 38 GHz service to any PCS accounts identified in
Exhibit B hereto. In consideration for the grant of the Right of Use, Xxxxxx
shall pay ART the fees identified in Section 5.1 hereof.
3.1 COVENANT WITH RESPECT TO RIGHT OF USE. ART covenants and agrees to
take all necessary action to comply with FCC rules and regulations governing the
Right of Use granted to Xxxxxx hereunder. ART shall be responsible for
resolving all regulatory and channel conflict issues concerning the Right of
Use.
4.0 SERVICES PROVIDED BY ART.
4.1 FREQUENCY COORDINATION. In addition to the Rights of Use granted
to Xxxxxx under Section 3.0 hereof, ART shall also provide Xxxxxx with channel
conflict assessment services ("Frequency Coordination") for links sold by Xxxxxx
to the PCS market. Xxxxxx shall notify ART at least 15 working days prior to
each shipment made under this agreement, and ART shall be solely responsible for
Frequency Coordination and provide to Xxxxxx the frequency assignment within 5
business days of Xxxxxx notification to ART, including the assignment of the
frequency to be used by the end-user and avoidance of channel conflicts. In
consideration for these services, Xxxxxx shall pay ART the fees identified in
Section 5.2 hereof.
4.2 INSTALLATION AND NETWORKING MONITORING, FIELD SERVICE/RESTORAL In
addition to the Rights of Use granted to Xxxxxx under Section 3.0 hereof, ART
shall also provide Xxxxxx installation and network monitoring, field
service/restoral services as defined in EXHIBIT E and EXHIBIT F, respectively
hereto. In connection with the provision of such network monitoring, field
service/restoral and installation services, Xxxxxx shall provide ART with
installation and workmanship standards training, as identified in EXHIBIT D
hereto, at no charge to ART.
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4.3 LIMITED WARRANTY: ART warrants that the installation, Network
Monitoring and Field Service/Restoral services to be provided by ART pursuant
to this Agreement will be performed in a good and substantial workmanlike
manner in accordance with the performance requirements hereunder, generally
prescribed industry standards and, when applicable, in accordance with
manufacturers instructions and specifications. The warranty granted under
Section 4.3 with respect to ART's Installation services shall be for a period
of one (1) year from the date of Installation of any equipment.
4.4 LIMITATION OF LIABILITY: OTHER THAN AS SET FORTH IN SECTION 4.3
HEREIN, ART MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THIS AGREEMENT
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY
REPRESENTATION OR DESCRIPTION. EXCEPT FOR CREDITS FOR OUTAGES AS DESCRIBED
IN SECTION 11, ART SHALL NOT BE LIABLE FOR ANY CLAIM OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, ACTIONS, DAMAGES, DEMANDS, JUDGMENTS, LOSSES, COSTS,
EXPENSES, LIABILITIES, AND LOSS OF MONIES ARISING OUT OF THIS AGREEMENT OR
THE PERFORMANCE THEREOF, WHETHER BASED ON CONTRACT, WARRANTY, TORT INCLUDING
NEGLIGENCE, MISTAKE, ERROR, MISCONDUCT, INTERRUPTION, DELAY, DEFECT OR
OTHERWISE OF ART, ITS EMPLOYEES, AGENTS, CONTRACTORS, OR SUB-CONTRACTORS, OR
AFFILIATED COMPANIES, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF REVENUE OR
PROFIT, LOSS OF USE OF ANY PROPERTY, COST OF SUBSTITUTE PERFORMANCE,
EQUIPMENT OR SERVICES, COST OF CAPITAL DOWNTIME COSTS AND CLAIMS OF THE
CUSTOMER FOR DAMAGES.
4.5 EFFECT OF TARIFFS: SERVICES SHALL BE PROVIDED BY ART TO XXXXXX
PURSUANT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND IN THE APPLICABLE
TARIFFS ON FILE WITH THE FEDERAL COMMUNICATIONS COMMISSION AND RELEVANT STATE
UTILITY COMMISSIONS. THE TERMS AND CONDITIONS OF THOSE TARIFFS, AS AMENDED FROM
TIME TO TIME, CONTROL THE PARTIES' OBLIGATIONS NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN.
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[Section 5 omitted due to confidential treatement]
6.0 BETA TRIALS. ART shall provide Xxxxxx Rights of Use and Frequency
Coordination Services for a period of sixty (60) days without any obligation of
Xxxxxx to pay a Rights of Use fee for the frequency channels solely for the
purpose of conducting two (2) BETA trials, with each trial consisting of one
Xxxxxx client and one link . The specific location of these trials shall be
subject to the mutual agreement of ART and Xxxxxx. All costs associated with
installation, including, but not limited to, site specific equipment and
materials and field service during the BETA trial period shall be borne by
Xxxxxx. ART shall bear its own personnel and travel-related costs associated
with the site survey and installation in connection with the two BETA trials.
7.0 SALES FORECAST: Xxxxxx shall provide ART with 38 GHz radio link sales
forecasts, which shall serve as a basis to establish pricing levels outlined in
section 5.1. Xxxxxx' initial forecast is attached hereto as EXHIBIT C. Unless
otherwise agreed by the parties, future forecasts shall be provided by Xxxxxx
on a quarterly basis.
8.0 RELATIONSHIP OF THE PARTIES; NO AGENCY OR PARTNERSHIP. Each party is an
independent business entity and will perform its obligations hereunder as an
independent contractor. It is agreed and understood that neither party is an
agent, employee or legal representative of the other, and has no authority to
bind the other in any way. Nothing in this Agreement shall be deemed to
constitute ART and Xxxxxx as partners, joint ventures, or otherwise associated
in or with the business of the other, and neither party shall be liable for the
debts, accounts, obligations or other liabilities of the other party, its agents
or employees. Neither party is authorized to incur debts or other obligations
of any kind on the part of or as agent for the other except as may be
specifically authorized herein.
9.0 INTELLECTUAL PROPERTY. Except as may be expressly authorized by this
Agreement or by separate written agreement between the parties, nothing herein
shall grant either party a license to use the trademarks, service marks or
trade names of the other party, its affiliates and/or suppliers or licensers.
All intellectual property shall remain the exclusive property of the party
owning or controlling such intellectual property.
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10.0 CONFIDENTIALITY AND NON-DISCLOSURE. In connection with this Agreement,
each party may disclose or otherwise make available certain data or information
to the other party, which data or information the disclosing party considers to
be confidential and proprietary. As used herein, "Confidential Information,"
means any non-public information, including customer and vendor lists, business
plans and proposals, financial information, marketing information, problem
solving methods, implementation steps, know-how, technology, trade secrets and
drawings and renderings related to each party's ongoing and proposed businesses,
products and services (including installation and training services) which is
being provided or which has been provided to the receiving party by the
disclosing party, or which is obtained by the receiving party from its meetings
and contacts with the disclosing party, or any information derived by receiving
party from information so provided or obtained. Confidential Information
includes all written or electronically recorded materials identified and marked
as confidential or proprietary or which on their face appear to be confidential
or proprietary, and oral disclosures of Confidential Information by the
disclosing party which are identified as confidential or proprietary at the time
of such oral disclosure. Confidential Information does not include any of the
following: (a) information that is in or becomes part of the public domain
without violation of this Agreement by the receiving party; (b) information
that was known to or in the possession of the receiving party on a non-
confidential basis prior to the disclosure thereof to the receiving party by the
disclosing party; (c) information that was developed independently by the
receiving party's employees, which employees have had no access to the
Confidential Information; (d) information that is disclosed to the receiving
party by a third party under no obligation of confidentiality to the disclosing
party and without violation of this Agreement by the receiving party; or (e) is
authorized by the disclosing party in writing for disclosure or release by the
receiving party. The parties agree: (a) to treat and keep as confidential and
proprietary all Confidential Information disclosed by the other party; (b) to
advise each employee to whom any Confidential Information is to be made
available of the confidential nature of such Confidential Information and of the
terms of this Agreement; (c) to promptly return to the disclosing party (or its
designees), upon the disclosing party's request, all Confidential Information
and all copies thereof. The receiving party shall have discharged its obligation
to safeguard the Confidential Information received hereunder only if it has
exercised the same degree of care as it uses to protect its own proprietary
information of like importance.
11.0 INDEMNIFICATION.
11.1 INDEMNIFICATION OF ART BY XXXXXX. Xxxxxx shall indemnify ART
against, and hold ART harmless from all liabilities, demands, claims, damages,
losses, demands, costs, judgments and expenses (including reasonable attorneys'
fees) arising out of or in connection with this Agreement for personal injury or
damage to tangible property, or in connection with the use or exercise by Xxxxxx
of the Right of Use, caused by the negligent acts or willful omissions of Xxxxxx
or Xxxxxx'x employees, agents or invitees. In no event shall ART's employees,
agents or invitees be deemed to be employees, agents or invitees of Xxxxxx.
11.2 INDEMNIFICATION OF XXXXXX BY ART. ART shall indemnify Xxxxxx
against, and hold Xxxxxx harmless from all liabilities, demands, claims,
damages, losses, demands, costs, judgments and expenses (including reasonable
attorneys' fees) arising out of or in connection with this Agreement for
personal injury or damage to tangible property, or in connection with the use or
exercise by Xxxxxx of the Right of Use, caused by the negligent acts or willful
omissions of ART or ART's employees, agents or invitees. In no event shall
Xxxxxx'x employees, agents or invitees be deemed to be employees, agents or
invitees of ART.
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11.3 DUTY TO NOTIFY AND ASSIST. If any claim arises to which the
provisions of this Section may be applicable, the party against whom such claim
is made shall notify the other party immediately upon learning of the claim. If
it appears that the other party may be obligated to provide indemnification as a
result of such claim, the other party, in its discretion, may settle or
compromise the claim or retain counsel of its own choosing and control and
prosecute the defense against such claim. In no event shall the party against
whom the claim is asserted have the right to pay, settle or compromise such
claim without the prior written consent of the party who may be obligated to
indemnify under this Section, and the parties hereto agree that they will not
unreasonably withhold consent to such consent to payment, settlement or
compromise. The party against whom the claim is asserted shall provide the
other party such assistance as may be reasonable in the defense and disposition
of such claim.
NOTICES. All notices, demands or other communications which are required or may
be given under this Agreement shall be given or made in writing, and shall be
delivered personally or by overnight air courier or first class certified or
registered mail, return receipt requested and postage prepaid to the persons and
addresses listed below, or to such other persons and/or address as the party to
whom notice is to be given has furnished to the other party. Each such notice,
demand or other communication shall, simultaneously with its being delivered to
the courier or messenger for delivery or placed in the mail, be sent by
facsimile or comparable electronic means. All notices and other communications
hereunder shall be deemed to have been given: (a) on the date of delivery if
personally delivered or, if not delivered on a business day, the first business
day thereafter; (b) on the first business day after the date sent if sent by
overnight air courier; or (c) on the fifth business day after the date sent if
sent by mail.
If to ART: If to Xxxxxx:
Xxxxxx X. Xxxxxx Xxx Xxxx
President Contracts Manager
000-000xx Xxx XX, Xxx 0000 000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000 Xxxxxxx Xxxxxx XX, 00000
000-000-0000 000-000-0000
Copy to:
W. Xxxxxxxx Xxxxxxx, Xx.
Executive Vice President and General Counsel
0000 X Xxxxxx, XX, Xxx 000
Xxxxxxxxxx, XX 00000
000-000-0000
13.0 SURVIVAL. It is expressly agreed that the provisions of Sections 5, 10,
11, 12, 17 and 18 shall survive any termination of this Agreement and shall be
and remain valid, binding and enforceable after any such termination according
to their terms.
14.0 ASSIGNMENT; BINDING EFFECT. Neither party shall assign or transfer any
of its rights or obligations hereunder without the prior written consent of the
other party hereto. Any attempted assignment without written consent will be
void. This Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the parties.
15.0 SEVERABILITY. If any portion of this Agreement is held to be invalid by
a court of competent jurisdiction, that provision shall become ineffective and
unenforceable. The parties agree that such invalidity shall not affect the
validity of the remaining portions of this Agreement, and further agree to
substitute for the invalid provision a valid provision that most closely
approximates the effect and intent of the invalid provision.
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16.0 FORCE MAJEURE: NEITHER PARTY SHALL BE LIABLE FOR DELAYS IN PERFORMANCE,
OR FAILURE TO PERFORM, THIS AGREEMENT OR ANY OBLIGATIONS HEREUNDER, WHICH ARE
ATTRIBUTABLE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED
TO FIRE, FLOOD, EPIDEMIC, EARTHQUAKE, ENVIRONMENTAL DAMAGE, ACT OF GOD,
LIGHTNING, PUBLLIC POWER FAILURE OR SURGE, EXPLOSION, STRIKE OR OTHER LABOR
DISPUTE, RIOT OR CIVIL DISTURBANCE, WAR OR ARMED CONFLICT, OR OTHER GOVERNMENTAL
ORDER OR REGULATION, OR ORDER OF ANY COURT OF COMPETENT JURISDICTION, OR ANY
OTHER SIMILAR OCCURRENCE NOT WITHIN ITS CONTROL.
17.0. GOVERNING LAW. The parties agree that this Agreement shall be
interpreted and construed both as to performance and validity in accordance with
and governed by the laws of the domestic laws of the State of Washington even if
its choice of law provisions are in conflict with this requirement.
18.0. DISPUTE RESOLUTION; ARBITRATION. The parties agree that all
disputes, claims or controversies between them arising out of or relating to
this Agreement, and only if good faith attempt at resolution between parties
fails, shall be settled by arbitration in accordance with the rules of the
American Arbitration Association. Decisions of the arbitration panel shall
be based upon Washington State law, and the site of such arbitration shall be
in King County, Washington. The arbitration panel shall consist of three
arbitrators, one arbitrator to be selected by each party and the third
arbitrator to be selected by the other two arbitrators. Any decision
rendered by the arbitration panel pursuant to this provision shall be
concurred in by a majority of the members of the panel. Judgment may be
entered by any court of competent jurisdiction. Arbitration pursuant to this
section shall be the exclusive means of resolving any dispute, claim or
controversy arising hereunder. Each party shall bear its own costs,
including attorneys' fees, in connection with any proceeding brought under
this Section.
19.0 REGULATORY APPROVAL. The rights and obligations of the parties hereunder
are subject to any regulatory approvals which may be required, and this
Agreement may be terminated by either party if any governmental or regulatory
agency imposes rules or regulations affecting the relationship between the
parties in a material way.
20.0 WAIVER OF BREACH. The failure to enforce or to require the performance
at any time of any of the provisions of this Agreement by a party shall not be
construed to be a waiver of any other provisions by that party and shall not
affect either the validity of this Agreement or any part hereof or the right of
any party thereafter to enforce each and every provision of this Agreement.
21.0 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall, when executed, be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
22.0 PUBLICITY. Each party shall consult with the other before issuing any
press release or otherwise making any statements to third parties with respect
to this Agreement or the transactions and relationships contemplated hereby and
shall not issue any press release or make any such statements prior to obtaining
the written consent of the other party, which consent shall not be unreasonably
withheld.
23.0 SECTION HEADINGS. The section and sub-section headings contained herein
are for reference purposes only and shall not affect in any way the meaning or
interpretation of any provision of this Agreement.
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24.0 AUTHORITY. Each party represents and warrants that it has full power and
authority to enter into and perform under this Agreement and that its delivery
of this Agreement has been duly authorized by all necessary corporate or other
action and that the person signing the Agreement on its behalf is duly
authorized to do so. Each party further acknowledges that it has read and
understands this Agreement and agrees to be bound by all of its terms,
conditions and provisions.
25.0 ENTIRE AGREEMENT; MODIFICATION. This Agreement and all Exhibits,
Appendices and Attachments hereto constitutes the entire agreement between the
parties and supersedes all prior representations, agreements, understandings and
arrangements, oral or written, between the parties with respect to the subject
matter hereof. All Recitals, Background and Statements of Purpose are expressly
excluded from this Agreement. This Agreement allocates the risks of loss among
the parties, which allocation is reflected in the charges and terms and
conditions set forth herein. This Agreement may not be released, discharged,
amended, or modified in any way except by a writing that expressly refers to
this Agreement and is executed by all parties hereto IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.
ADVANCE RADIO TELECOM CORPORATION XXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ J. Xxxxxxx Xxxxxxxx
________________________ _________________________
Print Print
Name: Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxxx
_______________________ _______________________
Title: V.P. Bus. Development Title: Division Controller
______________________ ______________________
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PCS MARKETING AGREEMENT
BETWEEN ART AND XXXXXX
LIST OF EXHIBITS
EXHIBIT A LIST OF AUTHORIZATIONS UNDER ART'S CONTROL AT 38 GHZ.
EXHIBIT B LIST OF XXXXXX PCS TARGET ACCOUNTS.
EXHIBIT C XXXXXX SALES FORECAST.
EXHIBIT D OUTLINE OF XXXXXX TRAINING ON INSTALLATION AND WORKMANSHIP
STANDARDS.
EXHIBIT E DEFINITION OF ART'S INSTALLATION SERVICES, PROCEDURES AND
SCHEDULE.
EXHIBIT F DEFINITION OF ART'S NETWORK MONITORING SERVICES AND PROCEDURES.
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EXHIBIT A
LIST OF AUTHORIZATION UNDER ART'S CONTROL AT 38GHZ
MARKET CHANNELS
------ --------
1 Albany 13 NY
2 Albany 1,14 NY
3 Albuquerque 2 NM
4 Allentown 1,14 PA
5 Altoona 1,14 PA
6 Anchorage 2 AK
7 Atlanta 1 GA
8 Austin 2 TX
9 Baltimore 6 MD
10 Baltimore 1,14 MD
11 Baton Rouge 2 LA
12 Xxxxxxxx 1 MT
13 Binghamton 1,14 NY
14 Xxxxxxxxxx 0 XX
00 Xxxxxx (Xx.) 1,14 MA
16 Boston (So.) 1,14 MA
17 Bridgeport 1,14 XX
00 Buffalo 10 NY
19 Buffalo 1,14 NY
20 Canton 2 OH
21 Charleston 4 SC
22 Charleston 1 WV
23 Chicago 1 IL
24 Cincinnati 6 OH
25 Cleveland 1 OH
26 Columbus 6 OH
27 Corning 1,14 NY
28 Dallas 1 TX
29 Dayton 6 OH
30 Denver 1 CO
31 Des Moines 5 IA
32 Xxxxxx 3 OR
33 Eureka 4 CA
34 Fairbanks 4 AK
35 Grand Rapids 7 MI
36 Greensboro 14 NC
37 Xxxxxx 1,14 PA
38 Hartford 2 CT
39 Hartford 1,14 CT
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EXHIBIT A
Page 2
40 Honolulu 4 HI
41 Houston 1 TX
42 Huntington 2 WV
43 Indianapolis 2 IN
44 Xxxxxxx 4 MS
45 Xxxxxxx 14 MS
46 Juneau 6 AK
47 Kansas City 1 MO
48 Kingston 1,14 NY
49 Knoxville 8 TN
50 Las Vegas 4 NV
51 Lincoln 4 NE
52 Lorain 1 OH
53 Louisville 6 KY
54 Madison 2 WI
55 Memphis 2 TN
56 Miami 1 FL
57 Minneapolis 6 MN
58 Mobile 8 AL
59 Nashville 12 TN
60 New Orleans 1 LA
61 New York - Long Island 1,14 NY
62 New York (Manhattan) 13 NY
63 New York (North) 1,14 NY
64 New York (South) 1,14 NY
65 Newark North 1,14 NJ
66 Newark South 1,14 NJ
67 Norfolk 4 VA
68 Oklahoma City 1 OK
69 Ogden 4 UT
70 Pensacola 3 FL
71 Philadelphia 1,14 PA
72 Phoenix 1 AZ
73 Pittsburgh 1,14 PA
74 Portland 2 OR
75 Providence 1,14 RI
76 Reno 1 NV
77 Richmond 4 VA
78 Rochester 2 NY
79 Rochester 1,14 NY
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EXHIBIT A
Page 3
80 Sacramento 9 CA
81 Salt Lake City 1 UT
82 San Antonio 11 TX
83 San Diego 6 CA
84 San Xxxx 9 CA
85 Scranton 3 PA
86 Scranton 1,14 PA
87 Seattle 1 WA
88 Shreveport 1 LA
89 Spokane 4 WA
90 Springfield 1,14 MA
91 St. Louis 1 MO
92 Stamford 1,14 CT
93 Syracuse 1,14 NY
94 Tacoma 1 WA
95 Trenton 1,14 NJ
96 Tucson 1 AZ
97 Utica-Rome 1,14 NY
98 Washington 6 DC
99 Washington 1,14 DC
100 White 1,14 NY
101 Wichita 3 KS
102 Wilmington 0 XX
000 Xxxxxxxxxx 0,00 XX
000 Xxxxxxxxx 1,14 MA
105 York 1 PA
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EXHIBIT A
STOCK OPTION VESTING SCHEDULE
Shares Covered Date of
by Option Vesting
-------------- -------
100,000 April 26, 1996
100,000 April 26, 1997
100,000 April 26, 1998
[Exhibits B, C, D, E and F omitted due to
to confidential treatement]
