EXHIBIT 99.3
SETTLEMENT, AMENDMENT, AND MUTUAL RELEASE AGREEMENT
MADE AS OF NOVEMBER 13, 2001
BETWEEN
HEWLETT-PACKARD COMPANY
AND
THE viaLINK COMPANY
SETTLEMENT, AMENDMENT AND MUTUAL RELEASE AGREEMENT
This SETTLEMENT, AMENDMENT AND MUTUAL RELEASE AGREEMENT (this
"Agreement") is entered into between Hewlett-Packard Company, a Delaware
corporation ("HP"), and The viaLink Company, a Delaware corporation (the
"Company") as of November 13, 2001, with reference to the following facts:
RECITALS
A. HP and the Company are parties to (1) that certain Note Purchase
Agreement effective as of February 4, 1999 (the "Purchase Agreement"), between
the Company and HP, (2) that certain Secured Convertible $3,807,812.59
Promissory Note effective as of April 10, 2001 (the "Note"), made by the
Company, as borrower, in favor of HP, (3) that certain Securities Purchase
Agreement dated as of March 22, 2000 (the "Securities Purchase Agreement"),
between the Company and the purchasers thereto (4) that certain Common Stock
Purchase Warrant dated as of April 10, 2001 (the "Warrant"), executed by the
Company in favor of HP, (5) that certain Shareholder Agreement dated as of
February 4, 1999, as amended by that certain Amendment No. 1 to Shareholder
Agreement dated as of March 22, 2000, and that certain Amendment No. 2 to
Shareholder Agreement dated as of April 10, 2001 (collectively, the "Shareholder
Agreement"), between HP and the Company, (6) that certain Security Agreement
dated as of February 4, 1999 (collectively, the "Security Agreement"), made by
the Company in favor of HP, (7) that certain Service Level Agreement for
Operations Services dated as of June 3, 1999, between the Company and HP, as
amended by that certain Addendum to Service Agreement for HP Operations Services
(SLA) executed on August 8, 2001 (collectively, the "Service Agreement"), (8)
that certain Master Lease Xx. XX 000000 (the "Master Lease Agreement") and those
certain Financing Agreement Nos. 15638A, 15638C, 15638D, 15638E, 15638F, 15638G,
15638H, 15638I, 15638J, 27058A, 27058B, and 25683A, in each case, between the
Company and HP, and as amended from time to time (collectively, the "Lease
Schedules" and each individually, "Lease Schedule No. __"; Lease Schedule Nos.
15638A, 15638C, 15638D, 15638E, 15638F, 15638G, 15638H, 15638I, and 15638J shall
be referred to as the "Expired Leases"; Lease Schedule Nos. 27058A, 27058B, and
25683A shall be referred to as the "Other Leases"; the Master Lease Agreement
and the Lease Schedules shall be referred to collectively as the "Lease
Agreements"), (9) those certain Support Agreements set forth on EXHIBIT A
hereto, in each case, between the Company and HP, and as amended from time to
time (collectively, the "Support Agreements" and each individually, "Support
Agreement No. __"), (10) that certain invoice number 52H8230 dated June 1, 2001
evidencing a past due trade obligation of the Company to HP (the "Trade
Invoice"), (11) that certain Confidential Disclosure Agreement dated as of March
29, 1999, between HP and the Company (the "Non-Disclosure Agreement"), (12)
those certain UCC financing statements filed against the Company in favor of HP
as described on EXHIBIT B hereto (collectively, the "Note Financing
Statements"),
(13) those certain UCC financing statements filed against the Company in favor
of HP as described on EXHIBIT C hereto (collectively, the "Lease Financing
Statements"). The Purchase Agreement, the Note, the Warrant, the Securities
Purchase Agreement, the Shareholder Agreement, the Security Agreement, the
Service Agreement, the Lease Agreements, the Support Agreement, the Trade
Invoice, the Non-Disclosure Agreement, the Note Financing Statements, and the
Lease Financing Statements, in each case, as may be amended, restated,
supplemented or otherwise modified from time to time, together with the other
documents executed in connection therewith will be referred to in this Agreement
as the "Transaction Documents." All capitalized terms used herein without
definition shall have the respective meanings assigned thereto in the Note.
B. As of the date hereof, the Company has failed to pay the Closing Fee
due under the Note. As of the date hereof, the Company is indebted to HP under
the Note in the principal amount of $3,807,812.59, plus accrued interest through
such date in the amount of $135,177.35, plus the Closing Fee in the amount of
$275,104, which equals the aggregate amount of $4,218,093.93 (the "Note
Indebtedness").
C. As of the date hereof, the Company has failed to make certain
payments due under the Lease Agreements in the aggregate amount of $1,204,484.43
(collectively, the "Past Due Lease Amounts"), which payments are detailed by
sales order and corresponding invoice number on EXHIBIT D hereto. As a result of
such failures, certain Events of Default (as defined in the Lease Agreements)
have occurred and are continuing under the Lease Agreements.
D. As of the date hereof, the Company has failed to make certain
payments due under the Support Agreement in the aggregate amount of $309,739.36
(collectively, the "Past Due Support Agreement Amounts"), which payments are
detailed by sales order and corresponding invoice number on EXHIBIT D hereto. As
a result of such failures, the Company has breached the terms of the Support
Agreement.
E. As of the date hereof, the Company has failed to make certain
payments due under the Service Agreement in the aggregate amount of
$1,381,492.82 (collectively, the "Past Due Service Agreement Amounts"), which
payments are detailed by sales order and corresponding invoice number on EXHIBIT
D hereto. As a result of such failures, the Company has breached the terms of
the Service Agreement.
F. As of the date hereof, the Company has failed to has failed to make
certain payments due under the Trade Invoice in the aggregate amount of $2,500
(collectively, the "Past Due Trade Amounts"), which payments are detailed by
sales order on EXHIBIT D hereto and are past due.
G. As of the date hereof, all of the equipment that is the subject of
the Expired Leases shall be referred to as the "Expired Equipment"; and all the
equipment that is the subject of the Other Leases shall be referred to as the
"Other Equipment."
H. The parties desire to settle and resolve all differences pertaining
to the Transaction Documents, and related matters and agreements, on the terms
set forth below, and contemplate, among other things, the following: (1) the
payment of a settlement fee in the amount of $1,000,000 by the Company to HP,
(2) the cancellation of the Note Indebtedness, (3) the cancellation of the Past
Due Service Agreement Amounts and waiver of certain breaches under the Service
Agreement resulting from the Company's failure to pay the Past Due Service
Agreement Amounts, (4) the cancellation of the Past Due Support Agreement
Amounts and the waiver of certain breaches under the Support Agreements
resulting from the Company's failure to pay the Past Due Support Agreement
Amounts, (5) the cancellation of the Past Due Trade Amounts, (6) the
cancellation of the Past Due Lease Amounts, the waiver of certain Events of
Default under the Lease Agreements resulting from the Company's failure to pay
the Past Due Lease Amounts, establishment of a purchase option period with
respect to the Expired Equipment, and the return of certain of the Other
Equipment to HP, (7) the potential future restructuring of certain obligations
under the Live Support Agreements, the Service Agreement, and the Other Leases,
(8) the amendment of the Warrant, the Shareholder Agreement, and Non-Disclosure
Agreement, (9) the termination of the Purchase Agreement, the Note, the Security
Agreement, and the Note Financing Statements, and (10) a mutual release of
claims.
AGREEMENT
NOW THEREFORE, the parties hereto, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, agree as follows:
1. Settlement Payment. In consideration of the agreements set forth in
this Agreement, Company shall pay HP, in cash, a fully-earned and non-refundable
settlement payment on the Effective Date (as defined in Section 15 of this
Agreement) in the amount of $1,000,000 (the "Settlement Payment") by wire
transfer pursuant to the instructions set forth EXHIBIT E attached hereto.
2. Note and Related Transactions.
(a) Cancellation of Indebtedness. On the Effective Date, the Note
Indebtedness shall be deemed cancelled.
(b) Delivery of Original Documents. On the Effective Date, HP
shall deliver to the Company (a) the original Note marked cancelled, (b)
original UCC termination
statements terminating each of the Note Financing Statements, and (c) and an
original assignment and release with respect to the Security Agreement.
(c) Termination of Certain Agreements. On the Effective Date,
each of the following agreements and the respective rights and obligations of HP
and the Company thereunder shall be terminated in their entirety: (a) the
Purchase Agreement, (b) the Note, and (c) the Security Agreement.
3. Transactions Relating to Service Agreement.
(a) Cancellation of Past Due Service Agreement Amounts. On the
Effective Date, the Past Due Service Agreement Amounts shall be deemed
cancelled.
(b) Waiver of Breach. On the Effective Date, and without limiting
the generality of Sections 13 and 14 of this Agreement, HP waives any breach of
the Service Agreement that may have occurred and is continuing as of the
Effective Date, as a result of the Company's failure to pay the Past Due Service
Agreement Amounts.
(c) Amendment to Service Agreement. Section 13.1 of the Service
Agreement is hereby amended by adding the following proviso to the end of the
second sentence of such section:
; provided, that, solely with respect to the term ending June
3, 2002, the parties may provide such written notice on or
before April 4, 2002.
4. Transactions Relating to Support Agreements.
(a) Cancellation of Past Due Support Agreement Amounts. On the
Effective Date, the Past Due Support Agreement Amounts shall be deemed
cancelled.
(b) Waiver of Breach. On the Effective Date, and without limiting
the generality of Sections 13 and 14 of this Agreement, HP waives any breach of
the Support Agreements that may have occurred and is continuing as of the
Effective Date, as a result of the Company's failure to pay the Past Due Support
Agreement Amounts.
(c) Acknowledgment of Termination of certain Support Agreements.
HP and the Company acknowledge and agree that the Terminated Support Agreements
(as defined in Exhibit A hereto) have either expired by their terms or have been
terminated.
5. Cancellation of Past Due Trade Amounts. On the Effective Date, the
Past Due Trade Amounts shall be deemed cancelled.
6. Transactions Relating to Lease Agreements.
(a) Cancellation of Past Due Lease Amounts. On the Effective
Date, the Past Due Lease Amounts shall be deemed cancelled.
(b) Waiver of Events of Default. On the Effective Date, and
without limiting the generality of Sections 13 and 14 of this Agreement, HP
waives any Event of Default (as defined in the Lease Agreements) that may have
occurred and is continuing as of the Effective Date, as a result of the
Company's failure to pay the Past Due Lease Amounts.
(c) Disposition of Expired Leases and Expired Equipment. HP and
the Company acknowledge and agree that each of the Expired Leases has expired by
its terms. The Company agrees that on or before December 12, 2001, the Company
will either (a) return the Expired Equipment to HP, or (b) purchase the Expired
Equipment pursuant to buy-out quotes provided by HP for such Expired Equipment.
(d) Return of certain of the Other Equipment to HP. On the
Effective Date, the Company shall be deemed to have returned all of the Other
Equipment located in Atlanta, Georgia as of the Effective Date (other than the
equipment set forth on EXHIBIT F hereto).
7. Intention to Restructure Certain Obligations. On or before December
12, 2001 (the "Restructure Date"), HP and the Company intend to restructure the
obligations of the Company under the Other Leases, the Service Agreement, and
the Live Support Agreements, on terms that are mutually acceptable to the
parties. In connection with such restructure, the parties contemplate that (a)
the aggregate monthly payments due under such agreements will not exceed
$200,000, (b) the respective payment terms of such agreements may be amended,
(c) all of the Expired Equipment and the Other Equipment will be inventoried to
the satisfaction of HP, and (d) all outstanding obligations under the Other
Leases (other than the Obligations for the Past Due Lease Amounts), which
correspond to the Other Equipment that has been returned to HP, may be evidenced
by a note made by the Company in favor of HP that is payable 12 months from the
date of such note. This Section 7 does not create any legal rights or
obligations between the Company and HP. Any legal rights and obligations between
the parties relating to the subject matter of this Section 7 will come into
existence only upon HP and the Company reaching agreement on mutually acceptable
terms and conditions, execution and delivery by HP and the Company of
appropriate and binding final agreements and satisfaction of all closing
conditions contained therein. This Section 7 may not cover all essential terms
and conditions of the relationship. Prior to executing the final documentation
relating to the subject matter of this Section 7, either HP or the Company may
terminate negotiations for any reason or no reason without
incurring any liability. In the event that HP and the Company have not executed
final documentation restructuring the obligations of the Company under the Other
Leases, the Service Agreement and the Live Support Agreements on or before the
Restructure Date, a breach or Event of Default will be deemed to occur under
each of this Agreement, the Other Leases, the Service Agreement, and the Live
Support Agreements.
8. Amendment of Warrant. On the Effective Date, the introductory
paragraph of the Warrant shall be amended by deleting the reference to "$3.75"
contained therein and substituting "$0.10" in lieu thereof.
9. Amendment of Shareholder Agreement. On the Effective Date, the
introductory clause of Article II, Section 1 of the Shareholder Agreement shall
be deleted in its entirety and the following shall be substituted in lieu
thereof:
Financial Statements. Until such date as the Holder no longer
holds any Warrants purchased by Holder pursuant to the
Securities Purchase Agreement, or any Registrable Securities,
and subject to paragraph 1(c) below, the Company will furnish
the following reports to Holder:
10. Amendment of Non-Disclosure Agreement. On the Effective Date, the
Non-Disclosure Agreement shall be amended as follows:
(a) Section 5 of the Non-Disclosure Agreement shall be amended
by deleting the reference to "March 29, 2002" contained
therein and substituting "March 29, 2006" in lieu thereof.
(b) Section 6 of the Non-Disclosure Agreement shall be amended
by deleting the reference to "November 1, 1999" contained
therein and substituting "November 1, 2004" in lieu thereof.
11. Representations and Warranties of the Company. As of the date
hereof, the Company represents and warrants to HP as follows:
A. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the state of Delaware.
B. The Company has the requisite corporate power to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by the Company and the consummation
of the transactions contemplated hereby have been, or will be prior to the
effective date hereof, duly authorized by all necessary corporate action. This
Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid, and binding
obligation of the Company and is enforceable against the Company in accordance
with its terms except that such enforcement may be subject to bankruptcy,
conservatorship, receivership, insolvency, moratorium, or similar laws affecting
creditors' rights generally. The execution, delivery and performance of this
Agreement, does not conflict with or violate any law, rule or regulation to
which the Company is subject or any of its corporate documents.
12. Representations and Warranties of HP. As of the date hereof, HP
represents and warrants to the Company as follows:
(a) HP is a corporation duly organized, validly existing, and in
good standing under the laws of the state of Delaware.
(b) HP has the requisite corporate power to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by HP and the consummation of the
transactions contemplated hereby have been, or will be prior to the effective
date hereof, duly authorized by all necessary corporate action. This Agreement
has been duly executed and delivered by HP and constitutes a legal, valid, and
binding obligation of HP and is enforceable against HP in accordance with its
terms except that such enforcement may be subject to bankruptcy,
conservatorship, receivership, insolvency, moratorium, or similar laws affecting
creditors' rights generally. The execution, delivery and performance of this
Agreement, does not conflict with or violate any law, rule or regulation to
which HP is subject.
13. Release of Claims. Upon the Effective Date and except as set forth
in Section 14 of this Agreement, HP and the Company, on behalf of themselves and
on behalf of each of their respective parent corporations, divisions,
subsidiaries, affiliates, predecessors, successors, and assigns, release and
forever discharge the other, and said other's parent corporations, divisions,
subsidiaries, affiliates, predecessors, successors, assigns, officers,
directors, employees, attorneys, agents, and representatives, from any and all
actions, causes of action, claims, counterclaims, cross claims, third party
claims, debts, demands, liabilities, lawsuits, accounts, covenants, contracts,
promises, agreements, doings, omissions, obligations, costs, attorneys' fees,
expenses, damages, and claims of every name and nature, whether liquidated or
unliquidated, fixed or contingent, matured or unmatured, known or unknown, in
law and in equity, which existed, may have existed and/or which could have been
asserted from the beginning of the world to the Effective Date, including,
without limitation, any claims or debts of any kind which have existed or
currently exist under any of the Transaction Documents (collectively, the
"Claims"). The Company and HP each acknowledge and agree that it is aware of,
familiar with, understands, and, upon the Effective Date, expressly waives the
provisions of Section 1542 of the California Civil Code, and any other similar
state statute, code, law or regulation to the fullest extent it may waive such
rights and benefits. Section 1542 provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor.
14. Continuing Rights and Obligations. The Transaction Documents (other
than the Note, the Note Purchase Agreement, the Security Agreement, the Trade
Invoice, the Note Financing Statements, and the Terminated Support Agreements),
as amended by this Agreement, shall be referred to as the Surviving Transaction
Documents. Notwithstanding any contrary provision contained in this Agreement,
from and after the Effective Date, each of the Company and HP acknowledges and
agrees that (a) it will retain all of its respective rights, and perform all of
its respective duties and obligations under this Agreement and the Surviving
Transaction Documents, and (b) the following are expressly excluded from the
Claims released pursuant to Section 13 of this Agreement: (i) all Claims arising
from the breach of any representation, warranty, covenant or agreement under
this Agreement, (ii) all Claims arising under the Surviving Transactions
Documents from and after the Effective Date, (iii) all Claims for any payment
due under the Surviving Transaction Documents on and after November 1, 2001, and
(iv) all Claims for any buy-out amounts due for purchase of the Expired
Equipment.
15. Conditions to Effectiveness. The effectiveness of the terms and
provisions of this Agreement is subject to satisfaction of each of the following
conditions (the date upon which all such conditions have been satisfied, the
"Effective Date"):
(a) receipt by HP and the Company of a copy of this Agreement
duly executed by HP and the Company; and
(b) receipt by HP of the Settlement Payment.
16. Revival of Obligations. The Company acknowledges and agrees that in
the event that HP shall hereafter be required to refund or disgorge the
Settlement Payment or any portion thereof, then as to the amount repaid or
disgorged the liability of the Company shall be automatically revived,
reinstated and restored in such amount or amounts and shall exist as though such
Settlement Payment or portion thereof had never been paid to HP, and the release
in favor of Company shall be rendered null, void and of no effect whatsoever.
17. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the Surviving
Transaction Documents, is the entire agreement between the parties hereto with
respect to the subject matter hereof. This Agreement supersedes all prior and
contemporaneous oral and
written agreements and discussions with respect to the subject matter hereof.
Except as otherwise expressly modified herein, the Surviving Transaction
Documents shall remain in full force and effect.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single agreement. Delivery of an
executed counterpart of a signature page to this letter agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof.
(c) Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California applicable
to contracts made and performed in such state, without regard to the principles
thereof regarding conflict of laws.
(d) Effectiveness. Upon the Effective Date, (i) each reference in any
Surviving Transaction Document to such agreement shall mean and be a reference
to such agreement as amended by this Agreement, and (ii) each reference in any
Surviving Transaction Document to any other Surviving Transaction Document shall
mean and be a reference to such agreement as amended by this Agreement.
(e) Conflict of Terms. In the event of any inconsistency between the
provisions of this Agreement and any Transaction Document, the terms and
provisions of this Agreement shall govern and control.
(f) No Novation. Except as expressly provided in this Agreement, the
execution, delivery, and effectiveness of this Agreement shall not (i) limit,
impair, constitute a waiver of, or otherwise affect any right, power, or remedy
of HP under any of the Surviving Transaction Documents, (ii) constitute a waiver
of any provision in any of the Surviving Transaction Documents, or (iii) alter,
modify, amend, or in any way affect any of the terms, conditions, obligations,
covenants, or agreements contained in any of the Surviving Transaction
Documents, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
(g) Successors and Assigns. The rights and obligations of the Company
and HP under this Agreement shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the parties. The Company shall
not be entitled to assign, transfer or delegate any of its rights, obligations
or liabilities hereunder without the prior written consent of HP.
(h) Waivers and Amendments. No provision of this Agreement may be
amended or modified without the written consent of the Company and HP. HP shall
not be
deemed, by any act or omission, to have waived any of its rights or remedies
unless such waiver is in writing and signed by HP and then only to the extent
specifically set forth in such writing. A waiver with reference to one event
shall not be construed as continuing or as a bar to or waiver of any right or
remedy as to a subsequent event. No delay or omission of HP in exercising any
right, whether before or after a default, shall impair any such right or shall
be construed to be a waiver of any right or default.
(i) Confidentiality. This Agreement shall be subject to the terms and
conditions of the Non-Disclosure Agreement, as amended by this Agreement.
(j) Notice. Any notice, request, or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given on the date of delivery if personally delivered, on the date of being
faxed if sent by confirmed fax, on the first business day after being sent if
sent by recognized overnight courier, and on the third business day after being
mailed if sent by registered or certified mail, postage prepaid, addressed (i)
if to HP to: Hewlett-Packard Company, 00 Xxxxxxxxx Xxxxxx Xxxx., XX000, Xxxxxxx,
Xxxxxxx 000000, Attention: Default/Bankruptcy, fax number (000) 000-0000, with
copies to Hewlett-Packard Company 000 Xxxxx Xxxxxx, XX00, Xxxxxxxx Xxxx, XX
00000, Attention: General Manager, fax number, fax number (000) 000-0000, and
Hewlett-Packard Company, 0000 Xxxxxxx Xxxxxx, XX00XX, Xxxx Xxxx, XX 00000,
Attention General Counsel, fax number (000) 000-0000, or such other address as
identified in writing to the Company, or (ii) if to the Company to: The viaLink
Company, 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: General
Counsel, fax number (000) 000-0000, or such other address as identified in
writing to HP.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Settlement, Amendment, and Mutual Release Agreement has
been duly executed as of the date first above written.
HEWLETT-PACKARD COMPANY
By: /s/ Xxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxx
-----------------------------------
Title:
-----------------------------------
THE VIALINK COMPANY
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: CEO
-----------------------------------
EXHIBIT A
Support Agreements
The following Support Agreement Nos. shall be referred to as the "Live Support
Agreements":
3112M8401
3112M8391
3112M8361
0000X0000
3112M8411
3112M8381
0000X0000
3185G9881
3182B2621
The following Support Agreement Nos. shall be referred to as the "Terminated
Support Agreements":
3112L3581
3112L3591
3112L3601
3112L3611
0000X0000
3112L3631
3112L3641
3112L3651
3112L3661
3187D9281
3187D9291
3187D9301
3187D9311
3187D9321
3187D9331
EXHIBIT B
Note Financing Statements
Jurisdiction Filing No. Filing Date
------------ ---------- -----------
Texas 01-073494 4/23/01
Oklahoma N0001453 2/9/99
EXHIBIT C
Lease Financing Statements (as amended)
Jurisdiction Filing No. Filing Date
------------ ---------- -----------
Xxxxxxxx 00000 7/16/99
Oklahoma 40335 7/25/00
Texas 01-068292 4/13/01
Texas 00-549820 7/24/00
EXHIBIT D
Past Due Lease Amounts; Past Due Support Agreement Amounts
Past Due Service Agreement Amounts; Past Due Trade Amounts
(See attached)
EXHIBIT E
HP Wire Instructions
Depository Institution: Wachovia Bank of North Carolina, NC
Address: X.X. Xxx 0000
Xxxxxxx-Xxxxx, XX 00000
Routing Number: 000000000
Account Number: 8734-075593
Telegraphic abbreviation: Wachovia-Winston
Special Comments: Reference Hewlett Packard-FCG Leasing
-------------------------------------
Baltimore Technologist, Inc
Attn: Xxxx Xxxxxx, 648-6375
Company Information: Hewlett Packard Company
X.X. Xxx 000000
Xxxxxxx, XX 00000
Questions: Xxxxxx Xxxxx, HP accounts receivable
000-000-0000
EXHIBIT F
Other Equipment Located in Atlanta, Georgia that is not to be returned to HP*
(*Notwithstanding any contrary provision contained herein, all of the Other
Equipment set forth on this schedule shall remain subject to an inventory
completed by HP.)
HP Model 9000/810/D380, qty. 3
HP Netserver NT/LH3, qty. 2
HP 9000/800/K580, qty. 2
HP Autoraid 12H, qty. 1
HP Jamaica, qty. 1
Fibre channel Hubs, qty. 2
Fibre Channel Mux (SCSI), qty. 2
DLT 7000 tape drive, qty. 1
Modem (used previously for Advantis dial-up), qty. 1
Cisco PIX, qty. 3
