EXHIBIT 10.43
SUPPLY AGREEMENT
BETWEEN
[APPLIANCE CO.]
AND
RAYTHEON COMMERCIAL LAUNDRY LLC
DATED AS OF
September 10, 1997
SUPPLY AGREEMENT
----------------
As of the 10th day of September, 1997, [Appliance Co.] (hereinafter
referred to as "Buyer") and Raytheon Commercial Laundry LLC, a Delaware limited
liability company, with its principal xxxxxx xx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxx
00000 (hereinafter referred to as "Seller"), in consideration of the mutual
covenants contained herein and such other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby agree as
follows:
Section 1. SALE AND PURCHASE.
Seller will manufacture and sell to Buyer, and Buyer will purchase from
Seller, ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Seller's
obligations hereunder are limited to the Products.
Section 2. TERM OF AGREEMENT
(a) This Agreement shall be in effect from ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(b) In the event of non-renewal at Buyer's request, ** OMITTED PURSUANT
TO CONFIDENTIAL TREATMENT REQUEST **
(c) For purposes of this Agreement, the term "Final Termination Date"
shall mean the last date for which this Agreement is effective,
including all renewals or other extensions.
Section 3. PURCHASE PRICE
(a) The unit prices of the Products shall be the prices set forth
opposite the model number on ** OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST **
(b) If the Buyer chooses to renew this Agreement in accordance with
Section 2(a), ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
---------------
** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
Section 4. PRICE INCREASES.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **.
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Section 5. PURCHASE LIMITS
(a) Buyer shall purchase from Seller ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 6. PURCHASE PROCEDURES
(a) Beginning on the Effective Date and each week thereafter, Buyer
shall provide Seller with (i) a production order (a "Production Order")
setting forth total quantities of Product by model number to be
purchased by Buyer per week ** OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST **
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Section 7. SHIPMENT
(a) Shipment information and production schedules will be electronically
communicated, telephoned, or faxed to:
Buyer
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(b) Within twenty-four (24) hours of shipment, Seller will communicate
to Buyer a shipment notification (the "Shipment Notification"),
referencing Buyer's Production Order and citing any deviations
therefrom. Seller shall issue shipping documents and invoices billing
Buyer for Products promptly upon delivery of such Products to Buyer.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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Section 8. DELIVERY, TITLE AND RISK OF LOSS
(a) Subject to the provisions of this Agreement, Products shall be
delivered to Buyer in accordance with instructions of Buyer submitted to
Seller from time to time. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 9. DELAYS IN DELIVERY
(a) Time is of the essence for all deliveries pursuant to this
Agreement. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(b) If Seller does not comply with Buyer's requirements herein, Buyer
may, in addition to any other remedies which Buyer may have under the
Uniform Commercial Code or this Agreement, ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **.
(d) Neither party shall be liable for any failure, inability or delay in
performing its obligations hereunder if such failure, inability or delay
is due to an act of God, war, explosion or sabotage, accident, casualty,
Government law, Order or Regulation. Due diligence and every reasonable
effort shall be used by each party in curing such cause and in resuming
performance, such as substitution of material sources or utilization of
overtime or additional workers. ** OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST **
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(a) Products manufactured by Seller for Buyer under this Agreement shall
be of Seller's design and manufacture, except for those changes
specified elsewhere herein, shall conform in quality and safety to
comparable Seller models, and shall be inspected at Seller's factory in
accordance with Seller's standard factory test procedures.
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(c) Samples for test purposes will be supplied to Buyer by Seller for
each new model planned for purchase by Buyer in an amount to be mutually
agreed upon by the parties. Such samples will generally lack U.L. and
other code board approvals and are not merchantable by Buyer. ** OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Samples shall otherwise
be delivered in accordance with the same terms as govern the delivery of
Products.
(d) Buyer's prior acceptance of any prototype shall not prejudice
Buyer's right to reject said samples produced as a result of such
prototype, and Buyer shall be under no obligation to purchase Products
resulting from the acceptance of such prototypes if Buyer subsequently
rejects said samples.
(e) For new models, Seller shall prepare and supply to Buyer product
information for each model. This will include operating instructions,
care and maintenance, special safety warnings and installation
instructions. Buyer will then develop the artwork and send it to Seller
for technical review. After approval, Buyer will send negatives or disks
to Seller for the owner's manual installation instruction book (one
book). The artwork will be delivered within twenty-eight (28) days from
receipt of final changes to Seller, and Seller will print the manuals
for use in production. Within fourteen (14) days of Initial production,
Seller will deliver to Buyer ten (10) copies of the printed manual for
Buyer-required archiving.
Section 11. NEW PROPOSALS
(a) Buyer or Seller (the "Proposing Party") may, at any time, propose in
writing to the other party (the "Responding Party") additional changes
to the design, appearance, manufacture, materials, or other aspects of
production of any Product (each a "Proposal"), which proposal shall
provide a brief description of the reasons for such Proposal and the
expected benefits, including cost savings, to result from implementation
of such Proposal.
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** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **.
Section 12. TOOLING, UNIQUE MATER1ALS OR EQUIPMENT
If design changes implemented pursuant to Sections 10 or 11 require
specific tooling, equipment or material different from that required for
Seller's manufacture of Products for Buyer and different from that
required for manufacture of Products for sale by Seller itself or by
Seller to other customers, Seller agrees to develop tooling as required
by Buyer to achieve appropriate Product differentiation. ** OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Buyer reserves the right
to review all tooling, equipment or material and associated
documentation at any time and reserves the right to first piece article
approval as may be specified by Buyer.
Section 13. QUALITY CONTROL PLANS AND GOALS
(a) At Buyer's request, Seller shall submit its documented quality
plans (each, a "Quality Plan") for Products to Buyer for review. If
Buyer reasonably determines that any Quality Plan is not adequate to
assure that the Products will meet the quality levels specified under
Section 17 hereof ("Warranty: Epidemic Failures") or Buyer's desired
level of quality (which such desired level of quality shall be
commercially reasonable), the parties agree to discuss and resolve those
elements of the Quality Plan which Buyer has determined are not
adequate.
(b) At such time as the parties shall agree, and at least twice per
year, Seller and Buyer shall review and discuss Seller's written plans
and proposals regarding the improvement
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of the Products' quality and the likely effect of such plans and
proposals. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 14. TRADEMARKS
(a) The Products shall, except as otherwise provided below, bear only
the ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** trade
names and/or trademarks. Any rights which may accrue from the use of
any such trademarks or trade names on such Products shall inure to the
sole benefit of Buyer. At Buyer's request, the Products may also bear
the "Speed Queen" trade names and/or trademarks, in which case all such
rights shall continue to inure to the sole benefit of Seller.
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(d) It is understood and agreed that the names and trademarks of each of
the parties hereto shall remain such party's sole and exclusive
property, and neither Seller nor Buyer nor the divisions, subsidiaries,
or affiliates thereof shall use or authorize the use of trade names or
trademarks on Products covered by this contract which are so similar to
the names or trademarks of the other party as to be likely to cause
confusion of origin or otherwise deceive the public. Upon termination or
expiration of this Agreement, each party will, upon the request of the
other, execute such documents respecting the other's trademarks as might
be necessary or desirable to fully restore to the respective parties
hereto any and all rights which might inadvertently have been lost or
jeopardized as a result of operations under this Agreement.
(e) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(f) Anything to the contrary notwithstanding, in the event any statute,
law, rule or regulation of any of the states or other jurisdictions in
which the Products are sold requires that the name of the manufacturer
of Products be indicated or manifested thereon, such identification as
is necessary to comply with such statute, law, rule or regulation may be
placed on the Products.
(g) Seller agrees not to use any of Buyer's trademarks or trade names on
or in connection with the Products except as permitted under this
Agreement, and not to sell or dispose of any Products bearing any of
Buyer's trademarks or trade names to any one other than Buyer, unless
expressly authorized in writing by Buyer.
(h) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 15. PATENTS
(a) Seller hereby represents that, to the best of its knowledge, there
are no third party patent, trade secret, or copyright rights which would
be infringed by the manufacture, use or sale of the Products to be
supplied hereunder.
(b) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(d) Nothing in this Agreement shall constitute or be construed as a
grant by one party to the other party of any right or license under any
patent (including any design patent or utility models) or any other
proprietary right or interest in any designs, design data or "know-how"
suggestions, ideas or any other technical information (hereinafter
collectively called "Technical Information") disclosed by one party to
the other hereunder, and the disclosing party shall have the right,
free of any claim for compensation by the receiving party based on such
disclosure, whether or not such rights are subject to registration as
identical property rights, to patent, register, use, license, assign and
alienate, in any manner whatsoever as the disclosing party sees fit, any
Technical Information disclosed hereunder.
(e) The provisions of this Section 15 shall survive any termination of
this Agreement.
Section 16. CONFIDENTIAL INFORMATION
(a) The parties understand and agree that information concerning **
OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(b) The parties agree that during the effectiveness of this Agreement,
each party may disclose Technical Information or other information,
suggestions, or ideas relating to the Products, or to parts thereof,
or to designs or methods of manufacture, tests, or use thereof, to the
other party to be used in the manufacture of Product. ** OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(d) The execution of this Agreement or any action taken hereunder by
Buyer shall not constitute, nor in any way be construed as, an
acknowledgment or admission by Buyer of the validity or scope of any
Technical Information which may be supplied by Seller to Buyer during
the term of this Agreement.
Section 17. WARRANTY: EPIDEMIC FAILURE
(a) Buyer shall be responsible for the administration and all costs
associated with Warranty; ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(b)
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(e) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(f) Notwithstanding any other provision of this Agreement, Seller
warrants that the Products and parts sold to Buyer by Seller under this
Agreement shall be of merchantable quality and shall be fit for the use
for which they were intended.
(g) The provisions of this Section 17 shall survive any termination of
this Agreement.
Section 18. REPLACEMENT PARTS
(a) Except as provided in subsection (e), ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(b) General replacement parts currently in production shall be available
for delivery within a reasonable time, ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(c) All replacement parts sold to Buyer for Products for the Initial
Term of the Agreement will be invoiced ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Parts will
be packaged individually and marked according to Buyer's packing
instructions. Seller is responsible for proper identification of country
of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts
directly with Seller's suppliers unless Seller owns the tools or
equipment which the supplier would utilize for the manufacture of such
parts. Seller shall include sufficient information on all purchased
parts to enable Buyer to purchase the part from the original supplier,
including the original supplier's name, catalog number, and a complete
electrical or functional description, if applicable, and available to
Seller.
(f) When a particular model that Buyer purchases from Seller is
discontinued, or when running changes are made to a current model,
certain parts may become obsolete to Seller's production line. For
example, this may occur when model changes require alteration of
tools, dies, jigs or fixtures with the result that some parts can no
longer be produced for replacement purposes.
(i) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(ii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all
parts which Buyer desires to order. The drawings shall include
main assemblies, subassemblies, and detail drawings together
with a list of related parts (xxxx of materials). Materials,
finishes, dimensions, tolerances, and any other special
manufacturing specifications shall be clearly indicated. Seller
shall not substitute one part for another without prior Buyer
approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare
and deliver to Buyer Product Service exploded camera ready art,
positives and/or negatives, replacement parts list, including
exploded view of the Product and parts prices and two sets of
blueprints of Product. This material shall be delivered to Buyer
ninety (90) days prior to initial production of the finished
Product. For replacement parts, Seller shall furnish Buyer with
a reproducible current replacement parts list as product
changes; and
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(h) All replacement parts delivered are subject to inspection and
evaluation before final acceptance by Buyer and will be warranted as
follows:
(i) All functional parts, components, and assemblies are
guaranteed against any defects in design, material, or
workmanship; ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST ** all non-functional parts, components, and assemblies
are guaranteed against any defects in design, material, or
workmanship ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(ii) If any parts offered by Seller are defective in material or
workmanship, or do not conform to Seller's warranty, Buyer shall
have the option of:
(A) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
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(B) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST **
(iii) Seller shall be notified promptly of any and all rejects
and may examine and evaluate such defects within fifteen (15)
working days after receipt of notice. ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
(i) In the event of a fire, flood or other event which prevents Seller
from furnishing Buyer required proprietary parts, Seller shall permit
Buyer to have manufactured all proprietary parts or assemblies which
Buyer requires for as long as the Seller is not in a position to supply
them. In the event Seller is sold to or otherwise acquired by another
company, Seller shall require the acquiring company to assume all
obligations of Seller's company to supply replacement parts to Buyer.
Section 19. SERVICE AND SERVICE TRAINING MATERIALS
Seller shall prepare and deliver to Buyer basic information on new
models or update basic information on revised models thirty (30) days
prior to initial production of finished Product. Service training
material shall include all necessary props or complete Products required
to effectively train field service personnel. ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST **
Section 20. PRODUCT CERTIFICATION AND COMPLIANCE WITH LAW
(a) Seller shall be responsible for and shall take all necessary steps
to ensure that the Products comply with all applicable laws, rules and
regulations, including all laws, rules and regulations applicable in the
country to which Seller states that the Products are currently certified
for sale.
(b) In the event Buyer makes a request to Seller and provides Seller
with the applicable federal, state or local government specifications
and requirements, or in the event any governmental agency makes such
request or otherwise so requires, Seller shall determine and advise
Buyer in writing whether the Products covered in this Agreement conform
to the government specifications and standards applicable thereto;
provided that Seller is obligated to provide such information only with
respect to Products of which the expected annual purchase hereunder
exceeds the level sufficient to cause investigation by applicable
governmental authorities.
(c) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
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(d) The review or approval by Buyer of any designs, engineering
drawings, quality control procedures, testing of any Seller processes or
equipment by Buyer, or any other aspect of the design and manufacture of
Products hereunder shall in no way relieve Seller of the responsibility
for producing Products which are of good workmanship and performance
and of merchantable quality and fit for the purpose intended.
Section 21. HAZARDOUS CONDITIONS; PRODUCT RECALL
(a) In the event that Seller or Buyer learns of any issue relating to a
potential safety hazard or unsafe condition in the Products covered by
this Agreement or is advised of such by competent authorities of any
Government having jurisdiction over such Products, it will immediately
advise the other party by the most expeditious means of communication.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(b) In the event that any Products are found by Seller, Buyer or by any
governmental agency or court having jurisdiction to contain a defect,
serious quality or performance deficiency, or not be in compliance with
any standard or requirement so as to require or make advisable that such
Products be reworked or recalled, Seller will promptly communicate all
relevant facts to Buyer and undertake all corrective actions including
those required to meet all obligations imposed by laws, regulations, or
orders, and shall file all necessary papers, corrective action programs
and other related documents; provided that Buyer shall cooperate with
and assist Seller in any such filing and corrective action, and provided
that nothing contained in this section shall preclude Buyer from taking
such action as may be required of it under any such law or regulation.
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 22. PRODUCT LIABILITY
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Seller agrees to protect, defend, ** OMMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST **
Section 23. ASBESTOS, AND PCB
Seller certifies, based on Seller's qualitative determination, that the
Products or parts thereof do not contain asbestos or PCB's at this time and
Seller will not introduce into the Products or replacement components any
parts that contain asbestos or PCB's.
Section 24. COMPLIANCE WITH LAWS
Seller agrees to comply with the applicable provisions of any federal,
state or local law or ordinance and all orders, rules and regulations
issued thereunder. Any provisions, representations or agreements required
thereby to be included in the Agreement resulting from execution of this
Agreement are incorporated herein by reference. Seller will, if requested,
furnish any certifications of compliance required by law or regulation.
Section 25. WORK ON OTHER PARTY'S PREMISES
Buyer's representative shall, upon giving Seller advance notice, have
reasonable access to Seller's premises during working hours to observe work
in progress and to perform an audit on the implementation of any quality
control requirements. The parties shall take all necessary precautions to
prevent injury to person or property during the progress of work and shall
indemnify each other and such other's successors, assigns, agents,
employees and customers against all loss which may result in any way from
any act or omission of either party, agents, employees, or subcontractors.
Performance of audits or testing of equipment or procedures shall not
relieve Seller of any responsibility under quality requirements or warranty
provisions.
Section 26. FURTHER ASSURANCES
Buyer hereby agrees to cooperate with Seller in connection with all matters
relating to this Agreement.
Section 27. ASSIGNMENT
Neither this Agreement, nor any of the rights or interests of Buyer or
Seller hereunder may be assigned, transferred or conveyed by operation of
law or otherwise without the prior written consent of the other party,
except to an affiliate of the transferring party or,
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in the case of Seller, to any party to which all or substantially all of
the assets and businesses of Seller are also, directly or indirectly,
transferred or conveyed by operation of law at the same time.
Section 28. TERMINATION
** OMMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Section 29. GOVERNING LAW
This Agreement and the relations between the parties under it shall be construed
in accordance with the substantive law of the State of New York. In enforcing
this contract, the parties may initiate proceedings in any appropriate
jurisdiction as they deem fit. The service of any writ or summons or any legal
process in respect to any such action or proceeding may be effected by
forwarding a copy of the writ of summons or statement of
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claim or other legal process by prepaid letter to the address of the
parties in the Notice provision below.
Section 30. NOTICES
Any notice, request, consent, demand or other communication given or
required to be given under this Agreement shall be effective only if in
writing and delivered personally or mailed by first class registered or
certified mail, postage prepaid, return receipt requested, telex or faxed,
addressed to the respective addresses of the parties as follows:
Notices to Buyer:
** OMMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Notices to Seller:
Raytheon Commercial Laundry, LLC
Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
ATTN: President
Fax: 000-000-0000
Section 31. SURVIVAL OF RIGHTS OF PARTIES
The termination of this Agreement shall not release either party from any
liability, obligation or agreement which, pursuant to any provision of this
Agreement, is to survive or be performed after such expiration or
termination.
Section 32. SUBJECT HEADINGS
The subject headings of this Agreement have been placed thereon for the
convenience of the parties only and shall not be considered in any question
of interpretation or construction of this Agreement.
Section 33. WAIVER
The failure of either party to enforce at any time or for any period of
time any provision, of this Agreement shall not be construed as a waiver of
such provision or of the right of such party thereafter to enforce such
provision.
Section 34. ENTIRE AGREEMENT
(a) All agreements between Buyer and Seller for the sale of the Products by
Seller to Buyer shall include and be governed exclusively by the terms and
conditions set forth in this Agreement, except as the parties may otherwise
agree in writing duly executed by their respective duly authorized
representatives which expressly references this
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Agreement. In case of any conflict between this Agreement and any
Production Order, purchase order, acceptance, correspondence, memorandum,
or document for or relating to the Products exchanged by Buyer and Seller
during the term of this Agreement which is not executed by duly authorized
representatives of both parties, this Agreement shall govern and prevail.
Any printed terms and conditions of any such documents shall, in any event,
be deemed deleted and shall not be binding upon the parties.
(b) The foregoing contains the entire and only agreement between the
parties respecting the manufacture of Products and sale thereof by Seller
to Buyer and the purchase by Buyer from Seller of such Products. All prior
and collateral representations, promise or conditions in connection with
the subject matter are merged herein. Any representation, promise or
condition not incorporated herein shall not be binding upon either party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed in duplicate as of the date first above written.
[APPLIANCE CO.]
BY: ** OMMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
BY:
--------------------------------
Title:
RAYTHEON COMMERCIAL LAUNDRY LLC
BY: /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Vice President Business Development & Secretary
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