Exhibit
4.12


 


Exhibit C – Federal Supply Agreement(1)


 


[***]


 










(1) [***] indicates that text has been
deleted which is the subject of a confidential treatment request.  The text has been filed separately with the
SEC.


 


















 


Exhibit E – Middle East Supply Agreement(1)


 


[***]


 










(1) [***] indicates that text has been
deleted which is the subject of a confidential treatment request.  The text has been filed separately with the
SEC.


 


















 


Exhibit I – Alcatel Sublicense(1)


 


[***]


 










(1) [***] indicates that text has been
deleted which is the subject of a confidential treatment request.  The text has been filed separately with the
SEC.


 


















 


Exhibit L
– Transition Services Agreement(1)


 


[***]


 










(1) [***] indicates that text has been
deleted which is the subject of a confidential treatment request.  The text has been filed separately with the
SEC.


 


















 


EXECUTION COPY


CONFIDENTIAL


 


ASSET PURCHASE AND SALE AGREEMENT(1)


 


BY AND AMONG


 


MARCONI
CORPORATION PLC,


 


MARCONI COMMUNICATIONS, INC.,


 


MARCONI INTELLECTUAL PROPERTY
(RINGFENCE) INC.,


 


MARCONI COMMUNICATIONS CANADA
INC.,


 


MARCONI COMMUNICATIONS DE MEXICO
S.A. DE C.V.,


 


MARCONI COMMUNICATIONS EXPORTEL,
S.A. DE C.V.,


 


ADMINISTRATIVA MARCONI
COMMUNICATIONS S.A. DE C.V.,


 


MARCONI POLSKA SP ZOO,


 


MARCONI COLOMBIA, S.A.,


 


EMERSUB XCII, INC.,


 


EMERSON ELECTRIC CANADA LIMITED,


 


EMERSON MEXICO CORPORATE
SERVICES,

S. DE R.L. DE C.V.


 


AND


 


EMERSON ELECTRIC CO.


 


 


Dated as of July 6, 2004


 


 


SALE OF


 


OUTSIDE PLANT, POWER

AND SERVICES BUSINESS

AND

TEST SYSTEMS BUSINESS


 










(1) [***] indicates that
text has been deleted which is the subject of a confidential treatment request.  The text has been filed separately with the
SEC.


 





















 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  
	
  1.2

  	
  Interpretation

  	
   

  
	
  ARTICLE II

  	
  SALE AND PURCHASE OF ASSETS; ASSUMPTION
  OF ASSUMED OBLIGATIONS

  	
   

  
	
  2.1

  	
  Purchase and
  Sale of Assets

  	
   

  
	
  2.2

  	
  Assignment of
  Permits and Contracts

  	
   

  
	
  2.3

  	
  Certain
  Provisions Regarding Assignments

  	
   

  
	
  2.4

  	
  Excluded Assets

  	
   

  
	
  2.5

  	
  Assumed
  Obligations

  	
   

  
	
  2.6

  	
  Retained
  Obligations

  	
   

  
	
  2.7

  	
  Applicable
  Purchaser

  	
   

  
	
  2.8

  	
  Prorations

  	
   

  
	
  ARTICLE III

  	
  PURCHASE PRICE; ADJUSTMENT; ALLOCATION

  	
   

  
	
  3.1

  	
  Payment of Purchase
  Price

  	
   

  
	
  3.2

  	
  Purchase Price
  Adjustment

  	
   

  
	
  3.3

  	
  Allocation of
  Consideration for Assets

  	
   

  
	
  ARTICLE IV

  	
  REPRESENTATIONS AND WARRANTIES OF
  MARCONI AND THE SELLERS

  	
   

  
	
  4.1

  	
  Due Organization

  	
   

  
	
  4.2

  	
  Due
  Authorization

  	
   

  
	
  4.3

  	
  Consents and
  Approvals; Authority Relative to this Agreement

  	
   

  
	
  4.4

  	
  Management Accounts

  	
   

  
	
  4.5

  	
  No Adverse
  Effects or Changes

  	
   

  
	
  4.6

  	
  Title to Assets

  	
   

  
	
  4.7

  	
  Assets

  	
   

  
	
  4.8

  	
  Owned Real
  Property and Leased Real Property

  	
   

  
	
  4.9

  	
  Equipment;
  Leased Personal Property

  	
   

  
	
  4.10

  	
  Customers and
  Distributors; Suppliers

  	
   

  
	
  4.11

  	
  Proceedings

  	
   

  



 


i





















 


	
  4.12

  	
  Intellectual Property

  	
   

  
	
  4.13

  	
  Contracts

  	
   

  
	
  4.14

  	
  Permits

  	
   

  
	
  4.15

  	
  Insurance

  	
   

  
	
  4.16

  	
  Finders’ Fees

  	
   

  
	
  4.17

  	
  Employee
  Benefit Plans and Employment Agreements

  	
   

  
	
  4.18

  	
  Employment and
  Labor Matters

  	
   

  
	
  4.19

  	
  Taxes

  	
   

  
	
  4.20

  	
  No Defaults or
  Violations

  	
   

  
	
  4.21

  	
  Environmental
  Matters

  	
   

  
	
  4.22

  	
  Effect of
  Transactions

  	
   

  
	
  4.23

  	
  Solvency

  	
   

  
	
  4.24

  	
  Products;
  Product Liabilities.

  	
   

  
	
  ARTICLE V

  	
  REPRESENTATIONS AND WARRANTIES OF
  EMERSON AND THE PURCHASERS

  	
   

  
	
  5.1

  	
  Due
  Incorporation

  	
   

  
	
  5.2

  	
  Due
  Authorization

  	
   

  
	
  5.3

  	
  Consents and
  Approvals; Authority Relative to this Agreement

  	
   

  
	
  5.4

  	
  Proceedings.

  	
   

  
	
  5.5

  	
  Financing.

  	
   

  
	
  5.6

  	
  Independent
  Investigation.

  	
   

  
	
  5.7

  	
  Taxes

  	
   

  
	
  5.8

  	
  Controlled
  Group Representation

  	
   

  
	
  ARTICLE VI

  	
  COVENANTS

  	
   

  
	
  6.1

  	
  Access to
  Information

  	
   

  
	
  6.2

  	
  Preservation of
  Business

  	
   

  
	
  6.3

  	
  Consents and Approvals

  	
   

  
	
  6.4

  	
  Marconi Name

  	
   

  
	
  6.5

  	
  Brokers

  	
   

  
	
  6.6

  	
  Preservation of
  Books and Records; Access and Assistance

  	
   

  



 


ii





















 


	
  6.7

  	
  Insurance

  	
   

  
	
  6.8

  	
  Confidentiality

  	
   

  
	
  6.9

  	
  Guarantees

  	
   

  
	
  6.10

  	
  Taxes

  	
   

  
	
  6.11

  	
  Agreement Not to
  Compete

  	
   

  
	
  6.12

  	
  Access
  Non-Compete Restrictions

  	
   

  
	
  6.13

  	
  CSC

  	
   

  
	
  6.14

  	
  Notices of
  Certain Events

  	
   

  
	
  6.15

  	
  Release of Liens

  	
   

  
	
  6.16

  	
  Quarterly
  Management Accounts

  	
   

  
	
  6.17

  	
  Employee IP
  Agreements

  	
   

  
	
  ARTICLE VII

  	
  CONDITIONS PRECEDENT TO OBLIGATIONS OF
  EMERSON AND THE PURCHASERS

  	
   

  
	
  7.1

  	
  Warranties True

  	
   

  
	
  7.2

  	
  Compliance with
  Agreements and Covenants

  	
   

  
	
  7.3

  	
  Certificate of
  Compliance

  	
   

  
	
  7.4

  	
  HSR Act

  	
   

  
	
  7.5

  	
  Mexican FCC
  Filing Requirement

  	
   

  
	
  7.6

  	
  No Injunctions
  or Other Legal Restraints

  	
   

  
	
  7.7

  	
  Absence of
  Proceedings

  	
   

  
	
  7.8

  	
  Related
  Agreements

  	
   

  
	
  7.9

  	
  Release of
  Liens

  	
   

  
	
  7.10

  	
  Required
  Consents

  	
   

  
	
  7.11

  	
  Title Insurance

  	
   

  
	
  7.12

  	
  Additional
  Governmental Consents

  	
   

  
	
  7.13

  	
  No Divestiture
  of Assets

  	
   

  
	
  ARTICLE VIII

  	
  CONDITIONS PRECEDENT TO OBLIGATIONS
  OF MARCONI AND THE SELLERS

  	
   

  
	
  8.1

  	
  Warranties True

  	
   

  
	
  8.2

  	
  Compliance with
  Agreements and Covenants

  	
   

  



 


iii





















 


	
  8.3

  	
  Certificate of
  Compliance

  	
   

  
	
  8.4

  	
  HSR Act

  	
   

  
	
  8.5

  	
  Mexican FCC
  Filing Requirement

  	
   

  
	
  8.6

  	
  No Injunctions
  or Other Legal Restraints

  	
   

  
	
  8.7

  	
  Absence of
  Proceedings

  	
   

  
	
  8.8

  	
  Related
  Agreements

  	
   

  
	
  8.9

  	
  Purchase Price

  	
   

  
	
  8.10

  	
  Consent of PBGC

  	
   

  
	
  8.11

  	
  Additional
  Governmental Consents

  	
   

  
	
  ARTICLE IX

  	
  CLOSING

  	
   

  
	
  9.1

  	
  Closing

  	
   

  
	
  9.2

  	
  Deliveries by
  the Sellers

  	
   

  
	
  9.3

  	
  Deliveries by
  the Purchasers

  	
   

  
	
  ARTICLE X

  	
  TERMINATION

  	
   

  
	
  10.1

  	
  Termination

  	
   

  
	
  10.2

  	
  Effect of
  Termination

  	
   

  
	
  ARTICLE XI

  	
  EMPLOYEES AND EMPLOYEE BENEFITS

  	
   

  
	
  11.1

  	
  Scope of
  Article XI

  	
   

  
	
  11.2

  	
  Offers of
  Employment

  	
   

  
	
  11.3

  	
  Liabilities for
  Seller Benefit Plans

  	
   

  
	
  11.4

  	
  Service Credit

  	
   

  
	
  11.5

  	
  Individual
  Agreements and Continuation of Benefits

  	
   

  
	
  11.6

  	
  Certain
  Compensation and Benefits

  	
   

  
	
  11.7

  	
  Welfare
  Benefits

  	
   

  
	
  11.8

  	
  Vacation

  	
   

  
	
  11.9

  	
  Defined Benefit Plans

  	
   

  
	
  11.10

  	
  Savings Plan

  	
   

  
	
  11.11

  	
  Workers and
  Unemployment Compensation

  	
   

  
	
  11.12

  	
  Wages

  	
   

  
	
  11.13

  	
  WARN Act

  	
   

  



 


iv





















 


	
  11.14

  	
  Nonqualified
  Plans

  	
   

  
	
  11.15

  	
  Payroll Taxes

  	
   

  
	
  11.16

  	
  Cooperation

  	
   

  
	
  ARTICLE XII

  	
  INDEMNIFICATION

  	
   

  
	
  12.1

  	
  Survival

  	
   

  
	
  12.2

  	
  Indemnification
  by Marconi

  	
   

  
	
  12.3

  	
  Indemnification
  by Emerson

  	
   

  
	
  12.4

  	
  Limitations on
  Liability of Marconi and Emerson

  	
   

  
	
  12.5

  	
  Materiality

  	
   

  
	
  12.6

  	
  Claims

  	
   

  
	
  12.7

  	
  Notice of Third
  Party Claims; Assumption of Defense

  	
   

  
	
  12.8

  	
  Settlement or
  Compromise

  	
   

  
	
  12.9

  	
  Time Limits

  	
   

  
	
  12.10

  	
  Net Losses and
  Subrogation

  	
   

  
	
  12.11

  	
  Purchase Price
  Adjustments

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
   

  
	
  13.1

  	
  Expenses

  	
   

  
	
  13.2

  	
  Amendment

  	
   

  
	
  13.3

  	
  Notices

  	
   

  
	
  13.4

  	
  Payments in
  Dollars

  	
   

  
	
  13.5

  	
  Waivers

  	
   

  
	
  13.6

  	
  Assignment

  	
   

  
	
  13.7

  	
  No Third Party
  Beneficiaries

  	
   

  
	
  13.8

  	
  Publicity

  	
   

  
	
  13.9

  	
  Further
  Assurances

  	
   

  
	
  13.10

  	
  Severability

  	
   

  
	
  13.11

  	
  Entire
  Understanding

  	
   

  
	
  13.12

  	
  Language

  	
   

  
	
  13.13

  	
  Applicable Law

  	
   

  
	
  13.14

  	
  Remittances

  	
   

  



 


v





















 


	
  13.15

  	
  Bulk Sales

  	
   

  
	
  13.16

  	
  Jurisdiction of
  Disputes; Waiver of Jury Trial

  	
   

  
	
  13.17

  	
  Schedules

  	
   

  
	
  13.18

  	
  Disclaimer of
  Warranties

  	
   

  
	
  13.19

  	
  Interest
  Calculation

  	
   

  
	
  13.20

  	
  Counterparts

  	
   

  



 


vi





















 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit Canada

  	
  Canadian Employee
  Benefit Plans and Arrangements

  
	
  Exhibit Mexico

  	
  Mexican Employee Benefit
  Plans and Arrangements

  
	
  Exhibit Costa
  Rica

  	
  Costa Rican Benefit
  Plans and Arrangements

  
	
  Exhibit A

  	
  Assignment and Assumption Agreement

  
	
  Exhibit B

  	
  Bill of Sale

  
	
  Exhibit C

  	
  Federal Supply Agreement

  
	
  Exhibit D

  	
  License Agreement

  
	
  Exhibit E

  	
  Middle East Supply Agreement

  
	
  Exhibit F

  	
  Patent Assignment

  
	
  Exhibit G

  	
  Release Agreement

  
	
  Exhibit H-1

  	
  Form of U.S. Special Warranty Deed

  
	
  Exhibit H-2

  	
  Form of Canadian Special Warranty Deed

  
	
  Exhibit I

  	
  Alcatel Sublicense

  
	
  Exhibit J

  	
  Title Commitments

  
	
  Exhibit K

  	
  Trademark Assignment

  
	
  Exhibit L

  	
  Transition Services Agreement

  
	
  Exhibit M

  	
  Bill of Sale for CSC Assets

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  Schedule 1.1A

  	
  Non-Applicable Mexican
  Employees

  
	
  Schedule 1.1B

  	
  Current MCI Employees

  
	
  Schedule 1.1C

  	
  Global Patent Licenses

  
	
  Schedule 1.1D

  	
  Marconi Guarantees

  
	
  Schedule 1.1E

  	
  Permitted Liens

  
	
  Schedule 1.1F

  	
  Purchasers’ Knowledge

  
	
  Schedule 1.1G

  	
  Retained IT Assets

  
	
  Schedule 1.1H

  	
  Sellers’ Knowledge

  
	
  Schedule 1.1I

  	
  Shared Contracts

  
	
  Schedule 1.1J

  	
  Transferred IT Assets

  
	
  Schedule 1.1K

  	
  Transferred IT Contracts

  
	
  Schedule 1.1L

  	
  Transferred Owned Real
  Property

  
	
  Schedule 1.1M

  	
  Transferred Patents

  
	
  Schedule 1.1N

  	
  Transferred Real Property
  Leases

  
	
  Schedule 1.1O

  	
  Transferred Technology

  
	
  Schedule 1.1P

  	
  Transferred Registered
  Trademarks

  
	
  Schedule 2.2(l)

  	
  Other Contracts

  
	
  Schedule 3.2(g)

  	
  Calculation Principles

  
	
  Schedule 4.3(a)

  	
  Seller Governmental
  Consents

  
	
  Schedule 4.3(b)

  	
  Seller Other Consents

  
	
  Schedule 4.4(a)

  	
  Annual Management
  Accounts

  
	
  Schedule 4.4(b)(i)

  	
  Deviations from UK GAAP

  
	
  Schedule 4.4(b)(ii)

  	
  Exceptions to Annual Balance
  Sheet and June Balance Sheet

  



 


vii





















 


	
  Schedule 4.4(c)

  	
  Calculation of Benchmark
  Amount

  
	
  Schedule 4.5

  	
  No Adverse Effects or
  Changes

  
	
  Schedule 4.6

  	
  Title to Assets

  
	
  Schedule 4.7

  	
  Sufficiency of Assets

  
	
  Schedule 4.8

  	
  Real Property

  
	
  Schedule 4.9

  	
  Equipment; Leased Personal
  Property

  
	
  Schedule 4.10(a)

  	
  Material Customers

  
	
  Schedule 4.10(b)

  	
  Certain Customers

  
	
  Schedule 4.10(c)

  	
  Material Suppliers

  
	
  Schedule 4.10(d)

  	
  Material Distributors

  
	
  Schedule 4.11

  	
  Proceedings

  
	
  Schedule 4.12(a)

  	
  List of Patents and
  Trademarks

  
	
  Schedule 4.12(b)(i)

  	
  Administrative Actions

  
	
  Schedule 4.12(b)(ii)

  	
  Delinquencies in
  Prosecution, Filing, Maintenance and Renewal Fees

  
	
  Schedule 4.12(c)

  	
  Ownership of Transferred
  Intellectual Property

  
	
  Schedule 4.12(d)

  	
  Inbound Licenses

  
	
  Schedule 4.12(e)

  	
  Infringements, Claims
  and Liens

  
	
  Schedule 4.13

  	
  Contracts

  
	
  Schedule 4.14

  	
  Permits

  
	
  Schedule 4.15

  	
  Insurance

  
	
  Schedule 4.17(a)

  	
  Employee Benefit Plans
  and Employment Agreements

  
	
  Schedule 4.17(b)

  	
  Compliance with Laws;
  Liabilities

  
	
  Schedule 4.17(c)

  	
  Post-Employment
  Liabilities and Plans

  
	
  Schedule 4.17(e)

  	
  Contingent Entitlements

  
	
  Schedule 4.18

  	
  Employment and Labor
  Matters

  
	
  Schedule 4.19

  	
  Taxes

  
	
  Schedule 4.20

  	
  No Defaults or Violations

  
	
  Schedule 4.21

  	
  Environmental Matters

  
	
  Schedule 4.22

  	
  Effect of Transactions

  
	
  Schedule 4.24

  	
  Recalls

  
	
  Schedule 5.3

  	
  Purchaser Consents; Authority

  
	
  Schedule 6.2

  	
  Preservation of Business

  
	
  Schedule 6.13

  	
  CSC Third Party
  Agreements

  
	
  Schedule 7.10

  	
  Required Consents

  
	
  Schedule 11.7

  	
  Recipients
  of Retiree Medical Benefits under Supplement A to the Marconi Total Rewards
  Plan

  
	
  Schedule 11.9

  	
  Current
  MCI Employees and Former MCI Employees Entitled to Accrued Benefits under the
  US Qualified Plan and the Social Security Supplement under the US Qualified
  Plan

  



 


viii





















 


ASSET
PURCHASE AND SALE AGREEMENT


 


THIS ASSET PURCHASE AND
SALE AGREEMENT is made as of the 6th day of July    ,
2004 by and among Emersub XCII, Inc., a corporation incorporated under the
laws of Delaware (the “U.S. Purchaser”), Emerson Electric Canada Limited,
a corporation organized under the laws of Ontario (“Canadian Purchaser”),
Emerson Mexico Corporate Services, S. de R.L. de C.V., a corporation
incorporated under the laws of Mexico (“Mexican
Purchaser”), Emerson Electric Co., a corporation organized under the
laws of Missouri (“Emerson”), Marconi
Corporation plc, a public limited liability company incorporated in England and
Wales (registered no. 0067307) (“Marconi”), Marconi Communications, Inc., a corporation incorporated under the
laws of Delaware (“MCI”),  Marconi
Intellectual Property (Ringfence) Inc., a corporation incorporated under the
laws of Delaware (“Marconi IP”), Marconi Communications Canada Inc., a
corporation incorporated under the laws of New Brunswick (“Marconi Canada”),
Marconi Communications de Mexico S.A. de C.V., a corporation incorporated under
the laws of Mexico (“Marconi Mexico”), Marconi Communications Exportel,
S.A. de C.V., a corporation incorporated under the laws of Mexico (“Marconi
Exportel”), Administrativa Marconi Communications S.A. de C.V., a
corporation incorporated under the laws of Mexico (“Marconi Administrativa”),
Marconi Polska Sp zoo, a corporation incorporated under the laws of Poland (“Marconi
Polska”), and Marconi Colombia, S.A., a corporation incorporated under the
laws of Colombia (“Marconi Colombia”). 
Certain capitalized terms used herein are defined in Article I.


 


W I T N E S S E T
H:


 


WHEREAS, the Purchasers
(as defined below) desire to purchase from the Sellers (as defined below), and
the Sellers desire to sell to the Purchasers, certain assets used in the
conduct of the Business (as defined below) by the Sellers, and the Purchasers
desire to assume from the Sellers, and the Sellers desire to assign to the
Purchasers, certain obligations and liabilities relating to the Business, all
upon the terms and subject to the conditions contained herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, Emerson, Marconi, the Purchasers and
the Sellers hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1           Definitions. 
The following terms shall have the following meanings for the purposes
of this Agreement:


 


“Access Asset Purchase
Agreement” shall mean the Asset Purchase and Sale Agreement, dated as of January 5,
2004, by and among MCI, Marconi IP, Marconi, AFC and Advanced Fibre
Communications North America, Inc.


 


“Access Cross License
Agreement” shall mean the Cross License Agreement, effective as of February 20,
2004, by and among Marconi IP, MCI, Marconi, Marconi UK Intellectual


 





















 


Property Limited, Marconi Communications Spa and
Marconi Communications GmbH, on the one hand, and Advanced Fibre Access
Corporation, and, with respect to Section 6.15 thereof only, AFC, on the
other hand.


 


“Access Non-Compete
Restrictions” shall have the meaning set forth in Section 6.12.


 


“Access Transition
Services Agreement” shall mean the Transition Services Agreement, dated as of January 5,
2004, by and between Advanced Fibre Access Corporation, AFC and MCI.


 


“Accounting Firm” shall
have the meaning set forth in Section 3.2(c).


 


“Accounts Payable” shall
have the meaning set forth in Section 2.5(d).


 


“Accounts
Receivable” shall mean all accounts receivable, trade receivables, notes or
other receivables (excluding any receivables relating to any Benefit Plan and
any receivables relating to any benefit plan set forth on the Employee
Exhibits) owned by the Sellers to the extent arising out of or from the
operation of the Business, including receivables from suppliers but excluding
receivables to the extent relating to Excluded Assets. “Accrued Compensation and Benefits” shall
mean (a) payroll and bonuses (other than bonuses under the Marconi AIP)
earned but not yet paid (it being understood that payroll and bonuses will be
deemed “earned” in accordance with the applicable plan or policy), (b) vacation
pay earned but not yet paid and (c) the Included AIP Amount; provided, however,
that Accrued Compensation and Benefits shall not include any amounts specified in
paragraphs (a), (b) or (c) for which a Purchaser is not assuming
liability under this Agreement.


 


“Adjusted Purchase Price”
shall have the meaning set forth in Section 3.2(f).


 


“AFC” shall mean Advanced
Fibre Communications, Inc., a corporation incorporated under the laws of
Delaware.


 


“Affiliate” shall
mean, with respect to any specified Person, any other Person which, directly or
indirectly, controls, is under common control with, or is controlled by, such
specified Person. The term “control” as
used in the preceding sentence means, with respect to a corporation, the right
to exercise, directly or indirectly, more than fifty percent (50%) of the
voting rights attributable to the shares of such corporation, or with respect
to any Person other than a corporation, the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person.


 


“Agreement” shall mean
this Asset Purchase and Sale Agreement, including all Exhibits and Schedules
hereto, as it may be amended, modified or supplemented from time to time in
accordance with its terms.


 


“Annual Balance Sheet”
shall have the meaning set forth in Section 4.4(a).


 


“Annual Income Statement”
shall have the meaning set forth in Section 4.4(a).


 


2





















 


“Annual Management
Accounts” shall have the meaning set forth in Section 4.4(a).


 


“Antitrust Division”
shall mean the Antitrust Division of the United States Department of Justice.


 


“Applicable Accounting
Principles” shall have the meaning set forth in Section 4.4(b).


 


“Assets” shall mean the
assets described in Section 2.1,
the Transferable Permits and the Purchased Contracts, but excluding the
Excluded Assets.


 


“Asset Allocation
Statement” shall have the meaning set forth in Section 3.3(b).


 


“Assignment and
Assumption Agreement” shall mean the assignment and assumption agreement
substantially in the form set forth in Exhibit A.


 


“Assumed Obligations”
shall have the meaning set forth in Section 2.5.


 


“BBRS” shall mean
the Broadband Routing and Switching business units of MCI and any of its
Affiliates.


 


“BBRS Business” shall
mean the business of designing, developing, manufacturing, marketing and
selling (a) broadband routing and switching equipment and systems and associated
administrative and management software, and the provision of related technical
services, field support services, repair and replacement services, installation
services and ongoing maintenance services for such equipment, systems and
software, and, for purposes of the foregoing, “broadband routing and switching
equipment and systems” includes multi-service switch routers providing ATM
switching, IP switching, IP routing, frame relay switching, Ethernet switching,
MPLS switching and similar products and technologies, (b) conferencing
equipment and systems and associated administrative and management software,
including the collaborative conferencing technology marketed under the name
“ViPr”, and the provision of related technical services, field support
services, repair and replacement services, installation services and ongoing
maintenance services for such equipment, systems and software and (c)
integrated access devices (“IADs”) and associated administrative and management
software, and the provision of related technical services, field support
services, repair and replacement services, installation services and ongoing
maintenance services for such IADs and software.


 


“Benchmark Amount” shall
mean $46,300,000.


 


“Benefit Plans” shall
mean, collectively, the Business Plans and the Seller Benefit Plans.


 


“Bill of Sale” shall mean
the bill of sale substantially in the form set forth in Exhibit B.


 


“Business” shall mean,
collectively, the OPPS Business and the Test Systems Business.


 


“Business Day” shall mean
any day of the year other than (a) any Saturday or Sunday or (b) any
other day on which banks located in London, England or New York, New York
generally are closed for business.


 


3





















 


“Business Material Adverse
Effect” shall mean an effect on the business, operations, results of operations
or condition (financial or otherwise) of the Business as a whole which is or
would reasonably be expected to be material and adverse, excluding effects
directly or indirectly resulting from (a) matters generally affecting the
economy of the United States of America, Canada, Mexico and/or any country in
which the Business sells products or services which do not have a material
disproportionate effect on the Business, (b) general industry developments
which do not have a material disproportionate effect on the Business, (c) the
disclosure of the transactions contemplated by this Agreement or (d) changes
in Law which do not have a material disproportionate effect on the Business.


 


“Business Plans” shall
mean the plans, programs, arrangements and agreements which cover only Current
MCI Employees or Former MCI Employees and are identified on Schedule 4.17(a) as
a Business Plan.


 


“Business Portion” shall
have the meaning set forth in Section 2.3(c).


 


“Calculation Principles”
shall have the meaning set forth in Section 3.2(g).


 


“Canadian Benefit Plans”
shall mean benefit plans, programs, policies and arrangements relating to
Current Canadian Employees and Former Canadian Employees, which plans,
programs, policies and arrangements are listed in the applicable Schedule to
Exhibit Canada.


 


“Canadian Purchaser”
shall have the meaning set forth in the Preamble.


 


“Claims Proceeds” shall
have the meaning set forth in Section 6.2(c)(iv).


 


“Clearance Certificate”
shall have the meaning set forth in Section 13.15.


 


“Closing” shall mean the
consummation of the transactions contemplated herein in accordance with Article IX.


 


“Closing Date” shall mean
the date on which the Closing occurs or is to occur.


 


“Closing Working Capital”
shall have the meaning set forth in Section 3.2(a).


 


“COBRA” shall mean all
continuation group health coverage in accordance with the provisions of Section 4980B
or Part 6 of Subtitle B of Title 1 of ERISA.


 


“Code” shall mean the
United States Internal Revenue Code of 1986, as amended.


 


“Commercial Agreements”
shall mean, collectively, (a) the Supply Agreements and (b) the
Transition Services Agreement.


 


“Confidentiality
Agreement” shall mean the confidentiality agreement dated as of April 6,
2004 entered into by Emerson in favor of MCI, Marconi and their respective
Affiliates.


 


“Confidential Information”
shall have the meaning set forth in Section 6.8(b).


 


4





















 


“Consent” shall mean a
consent, authorization or approval of a Person, or a filing or registration
with a Person.


 


“Contract” shall mean a
contract, lease, license, sales order, purchase order, agreement, indenture,
mortgage, note, bond, warrant or other similar instrument.


 


“Contractors” shall have
the meaning set forth in Section 11.3.


 


“Coverage End Date” shall
have the meaning set forth in Section 11.7.


 


“CSC” shall mean Computer
Sciences Corp., a Nevada corporation.


 


“CSC Assets” shall have
the meaning set forth in Section 6.13(b)(i).


 


“CSC International” shall
mean CSC International Systems Management Inc., a Nevada corporation.


 


“CSC Outsourcing
Arrangement” shall mean the series of agreements pursuant to which the Sellers
or certain of the Sellers’ Affiliates have agreed to (a) outsource the
provision of certain information technology services to CSC International,
including information technology services for the Business, and (b) transfer
certain of their equipment, contracts and other assets to CSC International and
British Telecommunications PLC for the purpose of facilitating such outsourcing
arrangement, including certain information technology assets formerly used in
support of the Business.


 


“CSC Person” shall have
the meaning set forth in Section 6.13(b)(ii).


 


“CSC Personnel” shall
have the meaning set forth in Section 6.13(b)(ii).


 


“CSC Third Party
Agreement” shall have the meaning set forth in Section 6.13(b)(iii).


 


“Current Canadian
Employee” shall mean a Current Employee who is employed by Marconi Canada and
who is listed on the applicable Schedule to Exhibit Canada.  The applicable Schedule to Exhibit Canada
indicates which Current Canadian Employees are on long-term disability and such
individual’s expected return date.  The
applicable Schedule shall be updated as of the close of business on the
fifth Business Day prior to the Closing.


 


“Current Employee” shall
mean any individual who is employed by any Seller or any Affiliate of any
Seller immediately prior to the Closing Date primarily in connection with the
Business, including any such individual on leave of absence, maternity or
paternity leave, vacation, sick leave, short term or long term disability,
military leave, jury duty or bereavement leave. 
All individuals employed by Marconi Canada shall be deemed employed
primarily in connection with the Business. 
Except for the individuals set forth on Schedule 1.1A, all
individuals employed by Marconi Mexico, Marconi Exportel and Marconi
Administrativa shall be deemed employed primarily in connection with the
Business.


 


“Current MCI Employee”
shall mean a Current Employee who is employed by MCI or any Affiliate of MCI
incorporated or organized under the laws of a state of the United States.


 


5





















 


All such Persons are set forth on Schedule 1.1B.  Schedule 1.1B indicates which
Current MCI Employees are currently on long-term disability and such individual’s
expected return date.  Schedule 1.1B
shall be updated as of the close of business on the fifth Business Day prior
to the Closing.


 


“Current Mexican Employee”
shall mean a Current Employee who is employed by Marconi Mexico, Marconi
Exportel or Marconi Administrativa and who is listed on the applicable Schedule to
Exhibit Mexico.  The applicable Schedule to
Exhibit Mexico indicates which Current Mexican Employees are on long-term
disability and such individual’s expected return date.  The applicable Schedule shall be updated
as of the close of business on the fifth Business Day prior to the Closing.


 


“Dollars” or numbers
preceded by the symbol “$” shall mean amounts in United States Dollars.


 


“Emerson” shall have the
meaning set forth in the Preamble.


 


“Employees” shall mean,
collectively, Current Employees and Former Employees.


 


“Employee Exhibits” shall
mean, collectively, Exhibit Canada, Exhibit Mexico and Exhibit Costa
Rica.


 


“End Date” shall have the
meaning set forth in Section 6.13(b)(ii).


 


“Enforceability
Limitations” shall mean limitations on enforcement and other remedies imposed
by or arising under or in connection with applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws
affecting creditors’ rights generally from time to time in effect or general
principles of equity (including concepts of materiality, reasonableness, good
faith and fair dealing with respect to those jurisdictions that recognize such
concepts).


 


“Environmental Law” shall
mean any Law, as in effect on the date hereof, including common law, that
imposes liability or standards of conduct concerning, or otherwise regulates
the condition of or protects, the environment, including ambient air, water,
groundwater, soil or land, the effect of the environment on human health and
safety, or otherwise relates to the generation, treatment, storage, disposal,
cleanup, transport or handling of any pollutants, contaminants, wastes or
chemicals or any toxic, radioactive, ignitable, corrosive, reactive or
otherwise hazardous substances, wastes or materials.


 


“Environmental Permit”
shall mean any Permit required by or pursuant to any applicable Environmental
Law.


 


“Environmental Warranty”
shall mean a representation or warranty in Section 4.21.


 


“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.


 


6





















 


“ERISA Affiliate” shall
mean, with respect to any Person, any corporation, trade or business that,
together with such Person, is treated as a single employer under Section 414
of the Code.


 


“Evolutions” shall mean,
with respect to products, materials and services provided or performed by a
business, modifications, enhancements, versions, derivatives, future
implementations of and improvements to, such products, materials and services;
provided, however, that no modifications, enhancements, versions, derivatives,
future implementations of and improvements to, such products, materials and
services shall be deemed an Evolution of a product, material or service if it
does not perform substantially the same functions as such original product, material
or service.


 


“Excluded Assets” shall
have the meaning set forth in Section 2.4.


 


“Excluded Current Assets” shall mean, collectively, (a) any
prepaid expenses or fees in connection with the CSC Outsourcing Arrangement, (b) the
deposit paid by MCI in connection with MCI’s car leasing arrangement with PHH
FleetAmerica Corporation, (c) the $212,000 Letter of Credit for the
benefit of Ohio Bureau of Workers’ Compensation issued by Bank One on behalf of
MCI and (d) any
deposit or prepayment related to an Excluded Liability.


 


“Federal Supply Agreement”
shall mean the Supply Agreement between Marconi Federal and the U. S. Purchaser
substantially in the form set forth in Exhibit C.


 


“Final Transfer Date”
shall have the meaning set forth in Section 11.9.


 


“Five-Year Pre-Closing
Environmental Liability” or “5-Year PEL” shall mean [***].


 


“Former Canadian Employee”
shall mean a Former Employee who was employed by Marconi Canada.


 


“Former Employee” shall
mean any person who is not employed by any Seller or any Affiliate of any
Seller immediately prior to the Closing Date and whose last day of employment
with the Sellers and their Affiliates was primarily in connection with the
Business.


 


“Former MCI Employee”
shall mean a Former Employee who was employed by MCI, any Affiliate of MCI
incorporated or organized under the laws of a state of the United States or a
predecessor of such an entity.


 


“Former Mexican Employee”
shall mean a Former Employee who was employed by Marconi Mexico, Marconi
Exportel or Marconi Administrativa.


 


“FTC” shall mean the
Federal Trade Commission.


 


“Global Patent Licenses”
shall mean the patent licenses set forth on Schedule 1.1C.


 


“Governmental Authority”
shall mean any federal, state, provincial, local or foreign government or
subdivision thereof, or any entity, body or authority exercising executive,


 


7





















 


legislative, judicial, regulatory or administrative
functions of or pertaining to any federal, state, provincial, local or foreign
government, including the Pension Benefit Guaranty
Corporation.


 


“Group Contract” shall
mean any Contract under which (a) the Business and (b) at least one
other business unit of any Seller or any of their respective Affiliates
purchase or sell goods or services on a joint basis or otherwise have rights or
obligations.


 


“Hazardous Substance”
shall mean any pollutant, contaminant or chemical, any toxic, radioactive,
ignitable, corrosive, reactive or otherwise hazardous substance, waste or
material, any substance, waste or material having any constituent elements
displaying any of the foregoing characteristics, including asbestos,
asbestos-containing material, petroleum, its derivatives, by-products and other
hydrocarbons, and any substance, waste or material regulated under any
Environmental Law.


 


“HSR Act” shall mean the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.


 


“HSR Compliance” shall
mean, with respect to a Person, filings by such Person under, and compliance by
such Person with, the HSR Act, including forbearance by such Person from
consummating the transactions contemplated by this Agreement before any
applicable waiting period under the HSR Act shall have expired or been earlier
terminated without action by the Antitrust Division or the FTC to prevent
consummation of the transactions contemplated by this Agreement.


 


“Inbound Licenses” shall
have the meaning set forth in Section 4.12(d).


 


“Included AIP Amount” shall mean the total bonuses accrued under the
Marconi AIP in accordance with past practices of the Business.


 


“Indemnified Person”
shall mean the Person or Persons entitled to, or claiming a right to,
indemnification under Article XII.


 


“Indemnifying Person”
shall mean the Person or Persons claimed by the Indemnified Person to be
obligated to provide indemnification under Article XII.


 


“Indentures” shall mean, collectively, (a) the Indenture, dated as
of May 19, 2003, between Marconi, the Initial Guarantors named therein and
Law Debenture Trust Company of New York with respect to certain Guaranteed
Senior Secured Notes due 2008; and (b) the Security Trust and
Intercreditor Deed, dated as of May 19, 2003, between Marconi, The Law
Debenture Trust Company of New York, JPMorgan Chase Bank, HSBC Bank plc, the
New Bonding Facility Banks named therein, The Bank of New York, the Intra-Group
Creditors named therein and the Intra Group Borrowers named therein.


 


“Information and Records”
shall have the meaning set forth in Section 2.1(e).


 


“Initial Transfer Date”
shall have the meaning set forth in Section 11.9.


 


8





















 


“Intellectual Property” shall mean
intellectual property rights, whether protected, created or arising under the
laws of the United States or any other jurisdiction anywhere in the world,
including:


 


(a)           patent registrations and
applications;


 


(b)           copyrights (including registrations
and applications for registration);


 


(c)           trade names, trademarks, service
names and service marks (including registrations and applications for
registration) and all goodwill associated therewith;


 


(d)           Technology;


 


(e)           domain names; and


 


(f)            all other proprietary rights.


 


“Inventory” shall mean
all supplies, materials and other inventories of raw materials,
works-in-progress, finished goods and products sold prior to the Closing and
returned after the Closing, in each case, owned by the Sellers (wherever
located), to the extent used in or held for use in the Business, including any
inventories on consignment with contract manufacturers or customers in
connection with the Business. “Investment Canada Act” shall mean the Canadian
Investment Canada Act, R.S., 1985, c.28 (1st Supp.), as amended.


 


“June Balance Sheet”
shall have the meaning set forth in Section 4.4(b).


 


“June Income
Statement” shall have the meaning set forth in Section 4.4(b).


 


“Law” shall mean any law,
statute, regulation, ordinance, rule, order, decree or governmental requirement
enacted, promulgated or imposed by any Governmental Authority, including the
federal or any state constitution.


 


“LIBOR Rate” shall have
the meaning set forth in Section 3.2(f).


 


“License Agreement” shall
mean the License Agreement substantially in the form set forth in Exhibit D
pursuant to which the Purchasers grant in favor of the Sellers and their
Affiliates a non-exclusive, royalty-free and worldwide license to use the
Transferred Patents and the Transferred Technology.


 


“Lien” shall mean any
lien, mortgage, pledge or security interest.


 


“Loan Transfer End Date”
shall have the meaning set forth in Section 11.10.


 


“Loss” or “Losses” shall mean any and all losses, liabilities, claims,
damages, reasonable costs, charges, fees and reasonable
expenses (including reasonable expenses of investigation and reasonable
attorney’s fees and expenses in connection with any suit, action or proceeding).


 


9


















 


“Management Accounts”
shall have the meaning set forth in Section 4.4(b).


 


“Marconi” shall have the meaning set forth in the Preamble.


 


“Marconi AIP” shall mean the OPP&S Annual Incentive Plan for the
2004/2005 financial year, as in effect on the date hereof.


 


“Marconi Administrativa”
shall have the meaning set forth in the Preamble.


 


“Marconi Canada” shall
have the meaning set forth in the Preamble.


 


“Marconi Colombia” shall
have the meaning set forth in the Preamble.


 


“Marconi Exportel” shall
have the meaning set forth in the Preamble.


 


“Marconi Federal” shall
mean Marconi Communications Federal, Inc., a corporation incorporated
under the laws of Delaware.


 


“Marconi 401(k) Plan”
shall have the meaning set forth in Section 11.10.


 


“Marconi Guarantee” shall
mean any guarantee, indemnity, performance bond, letter of credit, deposit or
other security or contingent obligation in the nature of a financial
obligation, including letters of comfort or support, that is (a) entered
into or granted by any Seller or any Affiliate of any Seller in relation to or
arising out of any obligations or liabilities of any Seller in connection with
the Business and (b) set forth on Schedule 1.1D.


 


“Marconi IP” shall have
the meaning set forth in the Preamble.


 


“Marconi Mexico” shall
have the meaning set forth in the Preamble.


 


“Marconi Middle East”
shall mean Marconi Middle East, a corporation incorporated under the laws of
Saudi Arabia.


 


“Marconi Name” shall mean
the business name, brand name, trade name, trademark, service mark, and domain
name “Marconi,” any business name, brand name, trade name, trademark, service
mark and domain name that includes the word “Marconi”, any portion thereof, any
and all other derivatives thereof and the Marconi logo (i.e., the script “M”).


 


“Marconi Polska” shall
have the meaning set forth in the Preamble.


 


“MCI” shall have the
meaning set forth in the Preamble.


 


“Mexican Benefit Plans”
shall mean benefit plans, programs, policies and arrangements relating to
Current Mexican Employees and Former Mexican Employees, which plans, programs,
policies and arrangements are listed in the applicable Schedule to Exhibit Mexico.


 


“Mexican Competition Law”
shall mean the Mexican Ley Federal de Competencia
Económica and its regulation.


 


10





















 


“Mexican FCC” shall mean
the Mexican Federal Competition Commission.


 


“Mexican FCC Filing
Requirement” shall mean, with respect to a Person, filings by such Person with
the Mexican FCC as required under the Mexican Competition Law.


 


“Mexican Purchaser” shall have the meaning set forth in the
Preamble.


 


“Middle East Supply
Agreement” shall mean the Supply Agreement between Marconi Middle East and the
U.S. Purchaser substantially in the form set forth in Exhibit E.


 


“Net Accounts Payable” shall mean the aggregate amount of the Accounts
Payable, less the amount of any Accounts Payable erroneously billed or
overbilled.


 


“Net Accounts Receivable” shall mean the aggregate amount of the
Accounts Receivable, less reserves established in accordance with the
Calculation Principles.


 


“Net Inventory” shall mean the aggregate amount of the Inventory (other
than supplies), less reserves established in accordance with the Calculation
Principles.


 


“Non-Business Portion”
shall have the meaning set forth in Section 2.3(c).


 


“Notice of Acceptance”
shall have the meaning set forth in Section 3.2(b)(i).


 


“Notice of Disagreement”
shall have the meaning set forth in Section 3.2(b)(ii).


 


“OPPS” shall mean the
Outside Plant, Power and Services business units of the Sellers.


 


“OPPS Business” shall
mean the business, as conducted by the Sellers through their Network Components
business unit prior to the date hereof and at any time until the Closing Date,
of (a) providing configuration, design, implementation and support
services for network systems, and the provision of related technical services,
field support services, repair and replacement services and ongoing maintenance
services, solely to the extent that such services have been provided by the
services segment of the OPPS Business prior to the date hereof (excluding in
each case any services business conducted prior to the date hereof by any Other
Marconi Business), (b) designing, developing, manufacturing, marketing and
selling enclosures for housing both active and passive electronic systems and
active and passive communications systems, and the provision of related
technical services, field support services, repair and replacement services and
ongoing maintenance services for such enclosures, (c) designing,
developing, manufacturing, marketing and selling connection and protection
products for the Local Loop and Central Office, and the provision of related
technical services, field support services, repair and replacement services and
ongoing maintenance services for such connection and protection products, and (d) designing,
developing, manufacturing, marketing and selling power systems and power
products for network systems, and the provision of related technical services,
field support services, repair and replacement services and ongoing maintenance
services for such power systems and power products.


 


“Other Current
Liabilities” shall mean the aggregate of (a) advances from customers, (b) unpaid
services and materials for previously invoiced projects, (c) accrued
distributor


 


11





















 


commissions and incentives, (d) freight
accruals, and (e) other miscellaneous accrued fees and costs, consistent
with past practices of the Business (but excluding (i) intercompany
payables, (ii) lease accruals related to the Business’ facility located in
Mayfield Heights, Ohio and (iii) the liabilities, costs and expenses under
the following benefit plans and arrangements: (A) Marconi USA
Employees’ Retirement Plan, (B) RELTEC Corporation Retirement Plan, (C) Reliance
Comm/Tec Corporation Supplemental Retirement Plan, effective August, 1995, (D) Reliance
Comm/Tec Corporation Special Retirement Program for Elected Officers effective
August, 1995, (E) the Retiree Medical Plan, (F) pension and other
obligations described in paragraphs 1 and 2 of Schedule Mexico-1, (G) Pension
Plan for the Salaried and Management Employees of Marconi Communications Canada
Inc. and (H) Pension Plan for the Hourly Employees of Marconi
Communications Canada Inc.).


 


“Other Marconi Business”
shall mean the BBRS Business, the Wireless Software and Services Business or
any other business of MCI or any of its Affiliates (excluding the Business).


 


“Patent Assignment” shall
mean the patent assignment by Marconi IP in favor of the U.S. Purchaser
substantially in the form of Exhibit F.


 


“Permit” shall mean any
permit, license, approval or other authorization affecting the Business
required or granted by any Governmental Authority.


 


“Permitted Liens” shall
mean:  (a) Liens for Taxes that are
not yet delinquent or that are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in the Management
Accounts or on the Statement of Working Capital, as applicable; (b) workers’,
mechanics’, materialmen’s, repairmen’s, suppliers’, carriers’ or similar Liens
arising in the ordinary course of business with respect to obligations that are
not yet delinquent or that are being contested in good faith by appropriate
proceedings; (c) covenants, zoning restrictions, easements, licenses, or
other restrictions on the use of real property or other irregularities in title
(including leasehold title) thereto that do not or would not reasonably be
expected to materially impair the use of such real property, leases or
leasehold estates; (d) Liens that do not materially impair the value of
the property subject to such Lien or the use of such property in the conduct of
the Business; (e) with respect to the transferred leases of personal
property only, Liens arising from leases of personal property, (f) with
respect to the Transferred Personal Property and Transferred Patents only,
those Liens set forth on Schedule 4.6
(other than items 1 of Schedule 4.6) and (g) with respect to
the Transferred Real Property only, those Liens set forth on Schedule 1.1E.


 


“Person” shall mean any
individual, corporation, proprietorship, firm, partnership, limited
partnership, limited liability company, trust, association or other entity.


 


“Personnel” shall mean all former and current employees, agents,
consultants and independent contractors that have contributed to or
participated in the conception or development of Transferred Technology or
Transferred Patents.


 


“Pre-Closing Insurance Claims” shall have the meaning set forth in Section 6.2(c)(ii).


 


“Prepaids and Other Current Assets” shall mean all prepaid expenses and
other current assets of the Business as determined and accounted for in
accordance with the Applicable


 


12





















 


Accounting Principles, including (a) all non-trade receivables
(including receivables from vendors), (b) prepaid maintenance and support
fees, (c) all petty cash located at the operating facilities of the
Business, (d) multiple billing shipped but not invoiced products, and (e) security
deposits but specifically excluding (i) the Excluded Current Assets and (ii) all
prepaid expenses and assets under the following benefit plans and arrangements:
(A) Marconi USA Employees’ Retirement Plan, (B) RELTEC Corporation
Retirement Plan, (C) Reliance Comm/Tec Corporation Supplemental Retirement
Plan, effective August, 1995, (D) Reliance Comm/Tec Corporation Special
Retirement Program for Elected Officers effective August, 1995, (E) the
Retiree Medical Plan, (F) pension and other obligations described in
paragraphs 1 and 2 of Schedule Mexico-1, (G) Pension Plan for the
Salaried and Management Employees of Marconi Communications Canada Inc. and (H) Pension
Plan for the Hourly Employees of Marconi Communications Canada Inc.


 


“Prevented Mexican
Transactions” shall have the meaning set forth in Section 6.3(f).


 


“Proceeding” shall mean
an action, suit, arbitration, proceeding or other litigation.


 


“Prohibited Transaction”
shall mean a transaction with respect to any Benefit Plan which is subject to
Title I of ERISA, which transaction is prohibited by Section 406 of ERISA
or Section 4975 of the Code, excluding transactions effected pursuant to
and in compliance with a statutory or administrative exemption.


 


“Proposed Adjustments”
shall have the meaning set forth in Section 3.2(b)(ii).


 


“Purchase Price” shall
have the meaning set forth in Section 3.1(a).


 


“Purchase Price
Allocation Statement” shall have the meaning set forth in Section 3.3(a).


 


“Purchased Contracts”
shall mean the Contracts and contractual rights described in Section 2.2.


 


“Purchaser” shall mean,
individually, U.S. Purchaser, Canadian Purchaser or Mexican Purchaser, and the
term “Purchasers” shall mean all such entities collectively.  For the avoidance of doubt, the term “Purchaser”
does not include Emerson.


 


“Purchaser Benefit Plans”
shall have the meaning set forth in Section 11.3.


 


“Purchaser Defined
Benefit Plan” shall have the meaning set forth in Section 11.9.


 


“Purchaser 401(k) Plan”
shall have the meaning set forth in Section 11.10.


 


“Purchaser Indemnified
Party” shall have the meaning set forth in Section 12.2.


 


“Purchasers’ knowledge,”
or any similar expression with regard to the knowledge or awareness of or
receipt of notice by the Purchasers, shall mean the actual knowledge of any of
the Persons listed on Schedule 1.1F.


 


13





















 


“Registered Transferred
Intellectual Property” shall have the meaning set forth in Section 4.12(a).


 


“Related Agreement” shall
mean any Contract that is to be entered into at the Closing or otherwise
pursuant to this Agreement on or prior to the Closing Date, including the
Assignment and Assumption Agreement, the Bill of Sale, the License Agreement,
the Patent Assignment, the Release Agreement, the Special Warranty Deeds, the
Supply Agreements, the Sublicense, the Trademark Assignment and the Transition
Services Agreement; provided, however, that, solely for purposes
of Article XII of this Agreement, the term “Related Agreement” shall
not include the Commercial Agreements. 
The Related Agreements executed by a specified Person shall be referred
to as “such Person’s Related Agreements,” “its Related Agreements” or other
similar expression.


 


“Release Agreement” shall mean the Release Agreement between The Law
Debenture Trust Corporation p.l.c., Marconi, MCI and Marconi IP substantially
in the form attached hereto as Exhibit G.


 


“Relevant Assurance” shall have the meaning set forth
in Section 6.3(a).


 


“RELTEC Plan” shall have
the meaning set forth in Section 11.9.


 


“Required Consents” shall
have the meaning set forth in Section 7.10.


 


“Response Action” shall
mean any action required by Environmental Law or ordered by a Governmental
Authority or a judgment or settlement in connection with a Proceeding
(including for these purposes only any administrative action) brought by an
unaffiliated third party to investigate, abate, remediate, remove, mitigate or
otherwise address actual or potential violation of or liability under an
Environmental Law.


 


“Restricted Assets” shall
have the meaning set forth in Section 2.3(a).


 


“Restricted Business”
shall mean the businesses, as conducted by the Sellers through their Network Components
business unit prior to the date hereof, set forth in (i) clauses
(b), (c) and (d) of the definition of the OPPS
Business, other than the provision of services as described in such clauses and
(ii) clause (a) of the definition of the Test Systems
Business.


 


“Restricted
Services” shall mean the engineering or installation of power equipment by the
Sellers through their Network Components business unit prior to the date
hereof.


 


“Retained IT Assets”
shall mean the information technology assets, systems, networks and Contracts
of any Seller that are used to administer payroll, employee benefits, financial
accounting, tax and other administrative functions and that are set forth on Schedule 1.1G.


 


“Retained Obligations”
shall have the meaning set forth in Section 2.6.


 


“Retiree Medical Plan”
shall mean Supplement A to the Marconi Total Rewards Plan.


 


14





















 


“Seller” shall mean,
individually, MCI, Marconi IP, Marconi Canada, Marconi Mexico, Marconi
Exportel, Marconi Administrativa, Marconi Polska or Marconi Colombia, and the
term “Sellers” shall mean all such entities collectively.  For the avoidance of doubt, the term “Seller”
shall not include Marconi.


 


“Seller Benefit Plans”
shall mean the plans, programs, arrangements and agreements set forth on Schedule 4.17(a) that
are identified on such Schedule as a Seller Benefit Plan.


 


“Seller Indemnified Party”
shall have the meaning set forth in Section 12.3.


 


“Seller Material Adverse
Effect” shall mean a material and adverse effect on the ability of Marconi or
the Sellers (a) to perform their obligations under this Agreement and
their Related Agreements or (b) to consummate the transactions required to
be effected by them as contemplated hereby and thereby.


 


“Sellers’ knowledge,” or
any similar expression with regard to the knowledge or awareness of or receipt
of notice by Marconi or any Seller, shall mean the actual knowledge of any of
the Persons listed on Schedule 1.1H.


 


“Shared Contracts” shall
mean those Group Contracts set forth on Schedule 1.1I.


 


“Special Warranty Deeds”
shall mean the special warranty deeds, limited warranty deeds and
transfers/deeds of land to be delivered at the Closing by the applicable Seller
for each Transferred Owned Real Property owned by such Seller substantially in
the forms set forth in Exhibits H-1 through H-2.


 


“Statement of Working
Capital” shall have the meaning set forth in Section 3.2(a).


 


“Sublicense” shall mean
the Sublicense Agreement substantially in the form set forth in Exhibit I.


 


“Subsidiary” of a Person shall mean any Person controlled by such Person.  The term “control” as used in the
preceding sentence means, with respect to a corporation, the right to exercise,
directly or indirectly, more than fifty percent (50%) of the voting rights
attributable to the shares of such corporation, or with respect to any Person
other than a corporation, the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such Person.


 


“Supplemental Plans” shall have the meaning set forth in Section 11.14.


 


“Supply Agreements” shall
mean, collectively, (a) the Federal Supply Agreement and (b) the
Middle East Supply Agreement.


 


“Tax Return” shall mean
any report, return or other information required to be supplied to a
Governmental Authority in connection with any Taxes.


 


15





















 


“Tax Statute of
Limitations Date” shall mean the close of business on the 45th day after the
expiration of the applicable statute of limitations with respect to any Tax,
including any extensions thereof (or if such date is not a Business Day, the
next Business Day).


 


“Tax Warranty” shall mean
a representation or warranty in Section 4.19.


 


“Taxes” shall mean all
taxes, charges, fees, duties, levies or other assessments (including income,
gross receipts, net proceeds, ad valorem, turnover, real and personal property
(tangible and intangible), sales, use, franchise, excise, goods and services,
value added, stamp, user, transfer, fuel, excess profits, occupational,
interest equalization, windfall profits, severance, payroll, unemployment,
pension plan premiums or contributions and Social Security taxes or
contributions) which are imposed by any Governmental Authority, and such term
shall include any interest, penalties or additions to tax attributable thereto
(or to the nonpayment thereof).


 


“Technology” shall mean trade secrets, confidential information,
inventions, discoveries, know-how, formulae, practices, processes, procedures,
ideas, specifications, engineering data, software, firmware, programs and source
disks, source codes, databases and data collections.


 


“Test Systems Business” shall mean the business, as conducted by the
Sellers through their Network Components business unit prior to the date hereof
and at any time until the Closing Date, of (a) designing, developing,
manufacturing, selling and installing hardware and software test systems used
by telephone service providers exclusively for the purpose of maintaining
copper line service to subscribers and qualifying copper lines for application
of broadband technology including (i) interfacing the system’s remote
measurement units with access and switching network elements deployed within a
service provider’s network to perform fault analysis of the copper transport
facility used for its subscriber loops, (ii) providing analysis of the
loop to determine the suitability for transport of broadband services such as
DSL, (iii) remote control and monitoring of test results through
telephone/cell phone or cell phone displays and the internet and (iv) auxiliary
hardware used in applications to facilitate connection to the network element’s
test access port and (b) providing related installation, turn-up and
custom engineering services for such hardware and software test systems
(excluding in each case any services business conducted prior to the date
hereof by any Other Marconi Business).


 


“Title and
Authorization Warranty” shall mean a representation or warranty in Section
4.1, 4.2, 4.6, 5.1 or 5.2.


 


“Title Commitments” shall mean those certain
commitments for title insurance for the Transferred Owned Real Property set
forth on Exhibit J.


 


“Trademark Assignment”
shall mean the Trademark Assignment by the Sellers in favor of the
U.S. Purchaser substantially in the form of Exhibit K.


 


“Transferable Permits”
shall have the meaning provided in Section 2.2.


 


“Transferred Copyrights” shall mean all
unregistered copyrights owned by a Seller and used exclusively in the conduct
of the Business.


 


“Transferred Employee”
shall have the meaning set forth in Section 11.2.


 


16





















 


“Transferred Intellectual
Property” shall mean, collectively, the Transferred Trademarks, the Transferred
Copyrights, the Transferred Technology
and the Transferred Patents.


 


“Transferred IT Assets”
shall mean the information technology assets, systems and networks of any
Seller that are (a) used to administer payroll, employee benefits,
financial accounting, tax and other administrative functions and (b) set
forth on Schedule 1.1J.


 


“Transferred IT Contracts”
shall mean (a) all Contracts for the provision of software, systems,
networks and services relating to the administration of payroll, employee
benefits, financial accounting, tax and other administrative functions that are
used primarily in the conduct of the Business and are set forth on Schedule 1.1K
and (b) those certain rights under each Shared Contract set forth on Schedule 1.1I
under the heading “Shared IT Contracts” to the extent used in the conduct of
the Business.


 


“Transferred Owned Real
Property” shall mean the real properties set forth on Schedule 1.1L
and the buildings, fixtures and improvements erected thereon.


 


“Transferred Patents”
shall mean all patents and patent applications which are owned by any Seller
and currently used (or held for use) exclusively in the conduct of Business
including (a) the patents and patent applications set forth on Schedule 1.1M, (b) any and all foreign
counterparts to the foregoing and (c) all rights to sue for past
infringement of any of the foregoing.


 


“Transferred Personal Property” shall mean all personal property and
interests therein, including equipment, machinery, furniture, office equipment,
communications equipment, vehicles, tools, spare and replacement parts, fuel,
computer hardware and other items of tangible personal property that is (a) owned
by any Seller and (b) located at the Transferred Real Property.


 


“Transferred Real
Property” shall mean (a) the Transferred Owned Real Property and (b) the
premises that is subject to the Transferred Real Property Leases.


 


“Transferred Real
Property Leases” shall mean the real property leases set forth on Schedule 1.1N.


 


“Transferred Technology”
shall mean the Technology owned by any Seller that (a) is described on Schedule 1.1O,
(b) arose solely from the conduct of the Business or (c) is currently
used exclusively in the Business.


 


“Transferred Trademarks”
shall mean all (a) registered trade names, trademarks and service marks
(and applications for registration of the same) which are owned by any Seller
and set forth on Schedule 1.1P and (b) any other trade names,
trademarks, service names and service marks which are owned by any Seller and
currently used (or held for use) exclusively in the conduct of the Business.


 


“Transition Period” shall
have the meaning set forth in Section 6.13(a).


 


17





















 


“Transition Services
Agreement” shall mean the transition services agreement between MCI and the
U.S. Purchaser substantially in the form set forth in Exhibit L.


 


“UKLA” shall mean the
Financial Services Authority acting in its capacity as the competent authority
for the purposes of Part VI of the Financial Services and Markets Act 2000
of England.


 


“Union Contracts” shall
mean, collectively, (a) the Agreement between Marconi Canada (St. Thomas,
Ontario) and Communications, Energy and Paperworkers Union of Canada (CEP) and
its Local 573 (December 7, 2003 – December 6, 2006), (b) the
Labor Contract between Marconi Mexico and Trade Union of Workers From the
Metallurgy Industry and Similars in the State of Mexico (2004) and (c) the
Labor Contract between Marconi Exportel and Union Trade of Workers from the
Metallurgy Industry and Similars in the State of Mexico (2003-2005).


 


“Unresolved Adjustments”
shall have the meaning set forth in Section 3.2(c).


 


“U.S. Purchaser” shall
have the meaning set forth in the Preamble.


 


“US Qualified Plan” shall
have the meaning set forth in Section 11.9.


 


“Vacation Policy” shall
have the meaning set forth in Section 11.8.


 


“WARN Act” shall mean the
Worker Adjustment and Retraining Notification Act of 1988, as amended, and any
similar Law.


 


“Welfare Plan” shall mean
the Marconi Total Rewards Plan.


 


1.2                                 Interpretation.  The headings preceding the text
of Articles and Sections included in this Agreement and the headings to
Schedules attached to this Agreement are for convenience only and shall not be
deemed part of this Agreement or be given any effect in interpreting this
Agreement.  The use of the masculine,
feminine or neuter gender or the singular or plural form of words herein shall
not limit any provision of this Agreement. 
The use of the terms “including” or “include” shall in all cases herein
mean “including, without limitation” or “include, without limitation,”
respectively.  Reference to any Person
includes such Person’s successors and assigns to the extent such successors and
assigns are permitted by the terms of any applicable agreement.  Reference to a Person in a particular
capacity excludes such Person in any other capacity or individually.  Reference to any agreement (including this
Agreement), document or instrument means such agreement, document or instrument
as amended or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof.  Underscored references to Articles, Sections,
paragraphs, clauses, Exhibits or Schedules shall refer to those portions of
this Agreement.  The use of the terms “hereunder,”
“hereof,” “hereto” and words of similar import shall refer to this Agreement as
a whole and not to any particular Article, Section, paragraph or clause of, or Exhibit or
Schedule to, this Agreement.


 


18





















 


ARTICLE II


 


SALE AND PURCHASE OF ASSETS;
ASSUMPTION OF ASSUMED OBLIGATIONS


 


2.1                                 Purchase and Sale of Assets.  Except as provided in Sections 2.3 and 2.4
and subject to the other terms and conditions of this Agreement, at the
Closing, each Seller shall sell, assign, convey, transfer and deliver to the
applicable Purchaser, and the applicable Purchaser shall purchase and acquire
from such Seller, and take assignment and delivery from such Seller of, all of
such Seller’s right, title and interest in, to and under the following assets:


 


(a)                                  Transferred Owned Real Property.  The
Transferred Owned Real Property;


 


(b)                                 Transferred Personal Property.  The
Transferred Personal Property;


 


(c)                                  Inventory.  The Inventory;


 


(d)                                 Accounts Receivable.  The Accounts Receivable;


 


(e)                                  Information and Records.  All books, records, files and papers,
whether in hard copy, computer format or other electronic format, to the extent
used or held for use in the Business, including sales and promotional
literature, manuals and data, sales and purchase correspondence, lists of
present and former suppliers and lists of present and former customers (the “Information and Records”); provided, that,
notwithstanding anything to the contrary in this Section 2.1(e),
the term “Information and Records” shall be deemed not to include (i) any
information or records which constitute “Technology” (except to the extent
transferred pursuant to Section 2.1(g)), (ii) any Proceeding
files or Contract files other than files related to the Purchased Contracts or (iii) the
portion of any information or records related to an Excluded Asset or Retained
Obligation; and further provided, that
(A) the Sellers shall be entitled to retain copies of the Information and
Records; and (B) if any particular record of any Seller contains both
information to be transferred to the Purchasers pursuant to this Section 2.1(e) and
other information, then such Seller can, at its option, either (1) provide
a copy of such record to the Purchasers subject to the Purchasers’ obligations
contained herein to keep such other information confidential or (2) create
a new record that separates out the information to be transferred to the
Purchasers pursuant to this Section 2.1(e) and provide a copy
of such new record to the Purchasers;


 


(f)                                    Trademarks.  The Transferred Trademarks;


 


(g)                                 Technology.  The Transferred Technology;


 


(h)                                 Patents. 
The Transferred Patents;


 


(i)                                     Copyrights.  The
Transferred Copyrights;


 


(j)                                     Goodwill.  All of the customer
relationships and related goodwill of each Seller to the extent resulting from
the conduct of the Business by such Seller, together


 


19





















 


with the right to represent to third
parties that the applicable Purchaser is the successor to the Assets (it being
understood, for the avoidance of doubt, that such goodwill shall not include
any goodwill associated with the Marconi Name or with any Other Marconi
Business);


 


(k)                                  Credits. 
All credits to the extent used or held for use in, or that primarily
arose or primarily arise out of, the operation of the Business or any Asset or
any Assumed Obligation;


 


(l)                                     Prepaids and Other Current Assets.  The Prepaids and Other Current
Assets;


 


(m)                               Rights of Setoff. All rights, claims, causes of action or
rights of set-off against third parties, other than employees of the Sellers
and their Affiliates who are not Transferred Employees, arising from the
Assets, including unliquidated rights under manufacturers’ and vendors’
warranties (but excluding rights, claims, causes of action or rights of set-off
against third parties to the extent arising (i) under any insurance policies
of any Seller or any of its Affiliates (other than pursuant to Section 6.7)
or (ii) from any Excluded Asset or Retained Obligation);


 


(n)                                 Transferred IT Assets.  The Transferred IT Assets;


 


(o)                                 Claims Proceeds.  All Claims Proceeds except as provided in Sections
6.2(c)(ii) and 6.2(c)(iv); and


 


(p)                                 Other Assets.  All other assets of every kind and
description not of a type specifically identified in this Section 2.1,
wherever located, real, personal or mixed, tangible or intangible, known or
unknown, which are owned, held or used primarily in or arising exclusively from
the conduct of the Business as the same shall exist on the Closing Date,
including (i) all assets reflected on the Annual Balance Sheet and not
disposed of in the ordinary course of business or otherwise as permitted by
this Agreement and (ii) all assets acquired after the date of the Annual
Balance Sheet by any Seller primarily in connection with the Business, but
excluding, in any case, the Excluded Assets.


 


2.2                                 Assignment of Permits and Contracts.  Except as provided in Sections 2.3 and 2.4
and subject to the other terms and conditions of this Agreement, at the
Closing, each Seller shall assign and transfer to the applicable Purchaser, and
the applicable Purchaser shall take assignment of, all of such Seller’s right,
title and interest in and to (i) all Permits and all pending applications
or renewals thereof related exclusively to the Business, to the extent such
Permits, applications and renewals are transferable (collectively, the “Transferable Permits”), and (ii) the
following Contracts and contractual rights:


 


(a)                                  Transferred Real Property Leases.  The
Transferred Real Property Leases;


 


(b)                                 Personal Property Leases.  All leases of personal property
that is used primarily in the conduct of the Business;


 


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(c)                                  Customer Contracts.  All sale orders and other
Contracts for the provision of goods or services to customers to the extent
relating to the conduct of the Business, including the portion of each Shared
Contract set forth on Schedule 1.1I
under the heading “Shared Customer Contracts” to the extent relating to the
conduct of the Business after the Closing;


 


(d)                                 Vendor Contracts.  All
purchase orders and other Contracts for the purchase of goods or services to
the extent relating to the conduct of the Business, including the portion of
each Shared Contract set forth on Schedule 1.1I under the heading
“Shared Vendor Contracts” to the extent relating to the conduct of the Business
after the Closing;


 


(e)                                  Distributor Contracts.  All Contracts with sales representatives,
manufacturer’s representatives, distributors, dealers, brokers, sales agencies,
advertising agencies or other Persons engaged in sales, distribution or
promotional activities to the extent relating to the Business, and all
Contracts pursuant to which the Business acts in one of the foregoing specified
capacities on behalf of any Person, including the portion of each Shared
Contract set forth on Schedule 1.1I under the heading “Shared
Distributor Contracts” to the extent relating to the conduct of the Business
after the Closing;


 


(f)                                    Intellectual Property Licenses. 
Other than the Transferred IT Contracts, (i) all agreements for the
license to any Seller of Intellectual Property to the extent relating to the
conduct of the Business, including those certain rights under each Shared
Contract set forth on Schedule 1.1I under the heading “Shared Intellectual
Property Licenses” to the extent used in the conduct of the Business;


 


(g)                                 Access Cross License Agreement.  The
rights granted to the Sellers under the Access Cross License Agreement solely
to the extent applicable to the products, materials and services of the
Business as existing on the Closing Date and Evolutions of such products,
materials and services, subject to the provisions of Section 6.12;


 


(h)                                 Non-Disclosure Obligations.  All
non-disclosure, confidentiality and similar obligations owed to any Seller to
the extent related to the Business;


 


(i)                                     Transferred IT Contracts.  The
Transferred IT Contracts;


 


(j)                                     Claims.  All warranties, indemnities, claims and
rights against third parties, other than employees of the Sellers and their
Affiliates who are not Transferred Employees, in each case to the extent
arising from the conduct of the Business by any Seller (other than (i) those
warranties, indemnities, claims and rights arising under any Excluded Asset,
any Retained Obligation or any rights of subrogation under a Seller Benefit
Plan and (ii) except as expressly set forth herein, under any insurance
policy);


 


(k)                                  Employee Non-Compete Obligations.  All rights with respect to any
obligation of any Employee owed to any Seller to refrain from competing with
the Business; and


 


21





















 


(l)                                     Other
Contracts.  (i) All Contracts
set forth on Schedule 2.2(l), (ii) those certain rights under
each Shared Contract set forth on Schedule 1.1I under the heading “Other
Shared Contracts” to the extent pertaining to the conduct of the Business and (iii) all
other Contracts of every kind and description of a type not specifically
identified in this Section 2.2 to the extent relating to the
Business or any Asset other than any Contracts included in the Excluded Assets.


 


Notwithstanding the foregoing, the transfer of the Assets pursuant to
this Agreement shall not include the assumption of any liability related to the
Assets unless the Purchasers expressly assume that liability pursuant to Section 2.5.


 


2.3                                 Certain Provisions Regarding Assignments.


 


(a)                                  Anything in this Agreement to the
contrary notwithstanding, this Agreement shall not constitute an agreement to
assign or transfer any Contract or other Asset or any claim, right, benefit or
obligation thereunder or resulting therefrom if (i) an assignment or transfer
thereof, without the Consent of a third party thereto, would constitute a
breach or violation thereof or would in any way adversely affect the rights
(upon transfer) of the applicable Purchaser under such Contract or other Asset
or result in the loss or cancellation thereof or require a payment thereunder
by reason of the assignment or transfer thereof and (ii) such Consent is
not obtained at or prior to the Closing (any such Contract or other Asset is to
be referred to herein as a “Restricted Asset”) (it being understood that
this Section 2.3(a) shall in no way limit any party’s
obligations under Section 6.3(c)).


 


(b)                                 If the parties are not successful in
obtaining a Consent at or prior to the Closing, then (i) the applicable
Seller shall continue to keep the applicable Restricted Asset in effect in
accordance with its terms and shall provide the applicable Purchaser with the
benefits of the Restricted Asset in question accruing after the Closing Date to
the extent that such Seller may provide such benefits (A) in a manner not
in violation of the terms of such Restricted Asset (subject to Section 2.3(d) below)
and (B) without incurring any material expense or otherwise taking any
material actions or measures (such as hiring additional employees) and (ii) if
such Seller provides such benefits to such Purchaser, such Purchaser shall
perform at its sole expense the obligations of such Seller to be performed
after the Closing under the Restricted Asset in question.  Once a Consent for the sale, assignment, assumption,
transfer, conveyance and delivery of a Restricted Asset is obtained, the
applicable Seller shall promptly assign, transfer and deliver such Restricted
Asset to applicable Purchaser, and such Purchaser shall assume the obligations
under such Restricted Asset that relate to the period from and after the date
of assignment, transfer and delivery of such Restricted Asset to such
Purchaser.  The terms of this Section 2.3(b) shall
not apply with respect to Shared Contracts, it being understood that the
treatment of Shared Contracts is addressed in Section 2.3(c).


 


(c)                                  Prior to the Closing, each Seller shall
use its reasonable efforts, and each Purchaser shall use its reasonable efforts
to cooperate with each Seller (and, if necessary and desirable, to work with
the third parties to the Shared Contracts) in an effort to (i) divide,
modify and/or replicate (in whole or in part) the respective rights and
obligations


 


22





















 


under and
in respect of the Shared Contracts and (ii) if possible, novate the
respective rights and obligations under and in respect of the Shared Contracts,
such that, effective as of the Closing, (A) the applicable Purchaser is
the beneficiary of the post-Closing rights and is responsible for the
post-Closing obligations related to that portion of the Shared Contract
included in the Purchased Contracts (the “Business Portion”) (so that,
subsequent to the Closing, the applicable Seller shall have no post-Closing
rights or post-Closing obligations with respect to the Business Portion of the
Shared Contract) and (B) the applicable Seller is the beneficiary of the
rights and is responsible for the obligations related to the Shared Contract
other than the Business Portion (the “Non-Business Portion”) (so that,
subsequent to the Closing, the applicable Purchaser shall have no rights or
obligations with respect to the Non-Business Portion of the Shared
Contract).  If the parties are not able
to enter into an arrangement to formally divide, modify and/or replicate one or
more Shared Contracts prior to the Closing as contemplated by the previous
sentence, then (i) the applicable Purchaser shall be entitled to the
benefits of the Business Portion of any such Shared Contract accruing after the
Closing Date to the extent that the applicable Seller may provide such benefits
(A) in a manner not in violation of the terms of such Shared Contract (and
subject to Section 2.3(d) below) and (B) without
incurring any material expense or otherwise taking any material actions or
measures (such as hiring additional employees) and (ii) if the applicable
Seller provides such benefits to the applicable Purchaser, such Purchaser shall
perform at its sole expense the obligations of the applicable Seller to be
performed after the Closing under the Business Portion of such Shared Contract.


 


(d)                                 In order to effect the parties’ intent as
set forth in Sections 2.3(b) and (c) above, if any
Consent with respect to a Restricted Asset is not obtained or any division,
modification or replication with respect to a Shared Contract is not procured
prior to the Closing, the applicable Seller and the applicable Purchaser shall
cooperate (at their own expense) in any lawful arrangement reasonably
acceptable to such Seller and such Purchaser under which such Purchaser shall
obtain the economic claims, rights and benefits under the Restricted Asset or
Shared Contract with respect to which the Consent has not been obtained in
accordance with this Agreement.  Such
reasonable arrangement may include subcontracting, sublicensing or subleasing
to such Purchaser any and all rights of the applicable Seller under such
Restricted Asset or Business Portion of a Shared Contract.  To the extent a
Purchaser receives the economic claims, rights and benefits under a Restricted
Asset or Shared Contract as set forth above, such Purchaser shall be
responsible for the Assumed Obligations, if any, arising under such Restricted
Asset or Business Portion of a Shared Contract.


 


(e)                                  Notwithstanding anything to the contrary
contained in this Section 2.3 or elsewhere in this Agreement, in the case
of a Transferred Real Property Lease that is a Restricted Asset, (i) if
the applicable Seller is permitted to sublease the applicable premises to the
applicable Purchaser without the consent of the landlord under the terms of the
lease, such Seller shall sublease the premises to such Purchaser for the rent
under the lease without markup or profit of any kind until the earlier to occur
of (A) the date on which the landlord’s consent is obtained and the lease
assigned to such Purchaser and (B) one day before the expiration of the
lease and all renewal options under the lease that such Purchaser timely
requests such Seller to exercise; or (ii) if the applicable Seller is


 


23





















 


not
permitted to sublease the premises to the applicable Purchaser without the
landlord’s consent under the terms of the lease, such Seller shall retain the
operations of the Business conducted on the premises and the Employees located
at the premises (provided that for all other purposes of this Agreement such
Employees and the Assets located at such premises shall be treated as having
been transferred to the Purchasers as provided in this Agreement) and shall
conduct such operations on the premises for the benefit and at the expense and
direction of such Purchaser until the earlier to occur of (A) the date on
which the landlord’s consent is obtained and the lease assigned to such
Purchaser and (B) the expiration of the lease and all renewal options
under the lease that such Purchaser timely requests such Seller to exercise,
and during such time such Seller shall turn over to the Purchaser all income
received from such operations and such Purchaser shall pay all expenses of such
operations.  During the continuance of
any sublease under clause (i) above or any operation under clause (ii) above,
the applicable Seller shall take any action to extend, terminate, amend or
otherwise deal with the lease reasonably requested by the applicable Purchaser
at such Purchaser’s expense and shall consult with such Purchaser prior to
taking any such action not so requested by such Purchaser.


 


2.4                                 Excluded Assets.  Notwithstanding the provisions
of Sections 2.1 and 2.2, no Seller shall sell, assign, convey,
transfer or deliver to any Purchaser, and no Purchaser shall purchase, acquire
or take assignment or delivery of, any of the following assets or Contracts, or
any right, title or interest therein (collectively, the “Excluded Assets”):


 


(a)                                  Cash.  All cash, certificates of deposit, bank
deposits, negotiable instruments, marketable securities and other cash
equivalents, together with all accrued but unpaid interest thereon, except for
petty cash located at the operating facilities of the Business;


 


(b)                                 Marconi Name.  The Marconi Name and all
goodwill associated therewith;


 


(c)                                  Tax Refunds; Tax Returns.  All claims for and rights to
receive refunds, rebates, or similar payments of Taxes to the extent such Taxes
were paid by or on behalf of any Seller or any Affiliates of any Seller and to
the extent not reflected on the final Statement of Working Capital, all Tax
Returns, and all notes, worksheets, files or documents relating thereto;


 


(d)                                 Corporate Records.  All minute books and corporate
records of the Sellers or any of their Affiliates;


 


(e)                                  Employee Records.  All personnel, employee
compensation, medical and benefits and labor relations records relating to
employees or past employees of the Sellers or any of their Affiliates; provided, however,
copies of the information relating to Current Employees or Former Employees
with respect to whom a liability is being expressly assumed by the Purchasers
under this Agreement shall be subject to the provisions of Section 11.16;


 


24





















 


(f)                                    Sale Documents.  All books and records prepared
or received in connection with the proposed sale of the Business, including
offers received from prospective purchasers, and the right, title and interest
of the Sellers under this Agreement;


 


(g)                                 Group Contracts.  All Group Contracts other than
the respective Business Portions of the Shared Contracts;


 


(h)                                 Retained Real Properties. 
Any real property owned, leased, or occupied by any Seller or any
Affiliate of any Seller other than the Transferred Real Property;


 


(i)                                     Disposed Assets.  All assets sold or otherwise
disposed of, and rights expiring or terminated, in the ordinary course of
business and not in violation of any provisions of this Agreement during the
period from the date of this Agreement until the Closing Date;


 


(j)                                     Insurance.  Any insurance policies or
insurance coverage relating to the Assets or the Business except as otherwise
provided in Section 2.1(o);


 


(k)                                  Intercompany Agreements.  All Contracts between any Seller
(on the one hand) and any Affiliate of any Seller (on the other hand), other
than Contracts referred to in Section 2.2(l);


 


(l)                                     Intercompany Accounts Receivable.  All accounts receivable payable
by or accounts payable to any Affiliate of any Seller other than those accounts
receivable and accounts payable incurred in the ordinary course of business;


 


(m)                               Global Patent Licenses.  The Global Patent Licenses;


 


(n)                                 Intellectual Property. All right,
title and interest in or to any Intellectual Property or other intangible
property or rights owned by, or leased or licensed to any Seller or any
Affiliate of any Seller, other than as expressly set forth in Sections 2.1
and 2.2;


 


(o)                                 Non-Disclosure Obligations. All
non-disclosure, confidentiality and similar rights or obligations to the extent
related to any Other Marconi Business;


 


(p)                                 Employee Non-Compete Obligations. All rights with respect to any obligation of any Person to refrain from
competing with any Other Marconi Business;


 


(q)                                 CSC Assets.  The CSC Assets;


 


(r)                                    Retained IT Assets.  The Retained IT Assets;


 


(s)                                  Assets Used by Certain Employees.
All owned, leased or licensed tangible and intangible assets (including office
equipment, furniture and information technology hardware and software) that are
primarily or exclusively used by employees of the Sellers who (i) provide
administrative support for the Business and/or (ii) are located at


 


25





















 


Transferred Real Property, but who are
not a Current MCI Employee, a Current Canadian Employee or a Current Mexican
Employee;


 


(t)                                    Excluded Current Assets.  The Excluded Current Assets; and


 


(u)                                 Other Assets. All other
assets (real or personal, tangible or intangible) and Contracts of the Sellers
not included in the Assets.


 


None of the Excluded
Assets shall be included in the term “Assets,” “Purchased Contracts,” “Transferable
Permits” or any other term defined in Sections 2.1
or 2.2.


 


2.5                                 Assumed Obligations.  At the Closing, subject to the
provisions of Section 2.6, the
Purchasers shall assume, and shall agree to pay, perform and discharge when
due, only the following obligations and liabilities of the Sellers (the “Assumed Obligations”):


 


(a)                                  Purchased Contracts.  All obligations and liabilities
arising under the Purchased Contracts, including the Business Portion of the
Shared Contracts;


 


(b)                                 Product and Service Claims.  All obligations and liabilities
arising with respect to the products or services of the Business, whether sold
or provided prior to or after the Closing, and whether arising under warranty,
contract, equity, tort, strict liability, product liability, statute or
otherwise, including all obligations and liabilities arising with respect to
any pending recalls of products that have been sold by the Business;


 


(c)                                  Employee and Benefit Obligations.  All
obligations and liabilities to or with respect to the Employees and all
obligations and liabilities under or with respect to employee benefit plans,
programs, policies and arrangements, in each case to the extent expressly set
forth in Article XI and the Employee Exhibits;


 


(d)                                 Accounts Payable.  All
obligations and liabilities with respect to accounts payable of the Business as
of the Closing (including unbilled accounts payable) to the extent set forth on
the final Statement of Working Capital, other than accounts payable related to
Excluded Assets (collectively, the “Accounts Payable”);


 


(e)                                  Permits.  All
obligations and liabilities with respect to the Transferable Permits to the
extent accruing from and after the Closing Date;


 


(f)                                    Access Transition Services Agreement.  The obligations of MCI to provide services
under the Access Transition Services Agreement to the extent set forth in the
Access Transition Services Agreement after the Closing Date;


 


(g)                                 Union Contracts.  The obligations and liabilities of the
Sellers under the Union Contracts to the extent pertaining to the Employees;


 


(h)                                 Environmental Liabilities.  All obligations and liabilities of or
relating to the Business, the Assets, or the Transferred Real Property and
arising under


 


26





















 


Environmental Law, as in effect on the
date hereof or at any time thereafter, except for any 5-Year PEL; and


 


(i)                                     Other Assumed Obligations.  All other obligations and liabilities
specifically assumed by the Purchasers under this Agreement.


 


2.6                                 Retained Obligations.  Notwithstanding any other provision of
this Agreement, except to the extent expressly assumed by the Purchasers in Section 2.5,
the Purchasers shall not assume or otherwise be liable in respect of any of the
obligations and liabilities of any Seller or any Affiliates of any Seller of
whatever nature, whether presently in existence or arising hereafter, and all
obligations and liabilities of the Sellers and their Affiliates to the extent
relating to, or arising out of, the operation or conduct of the Business prior
to the Closing, except those so expressly assumed by the Purchasers, shall be
retained by the Sellers and their Affiliates (the “Retained Obligations”).  The Retained Obligations shall include the
following:


 


(a)                                  Taxes.  Any liabilities of any Seller
for (i) Taxes imposed on the Assets or the Business (including any
payments made pursuant to a tax indemnity or similar provision of a Purchased
Contract) for taxable periods (or portions thereof) ending on or before the
Closing Date, (ii) Taxes of any kind of any Seller, or any member of any
consolidated, affiliated, combined or unitary group of which any Seller is or
has been a member or (iii) Taxes in the nature of import duties imposed
with respect to any Asset imported into its country of use or location on or
prior to the Closing Date regardless of whether such Asset was properly
documented as permanently imported into such country, together with all penalties
and interest related thereto, in each case other than Taxes described in Sections
6.10(b) and (c) hereof which shall be paid in the manner
set forth therein;


 


(b)                                 Employee Liabilities. 
Any obligations and liabilities of any Seller to or with respect to the
Employees and obligations
and liabilities under or with respect to employee benefit plans, programs,
policies and arrangements, all except as expressly provided in Article XI and the Employee Exhibits;


 


(c)                                  Excluded Assets.  Any obligations and liabilities
of any Seller to the
extent (i) arising out of or related to the Excluded Assets, (ii) arising
out of the distribution to, or ownership or operation by, any Seller of any
Excluded Asset or (iii) associated with the realization by any Seller of
the benefits of any Excluded Asset;


 


(d)                                 Other Business. 
Any liability of any Seller to the extent arising out of the operation
or conduct by any Seller or any of its Affiliates of any business other than
the Business;


 


(e)                                  Purchased Contracts. 
Subject to Section 2.5(b), any liability of any Seller to
the extent arising out of any actual or alleged breach of, or nonperformance
under, any Contract (including any Purchased Contract or Shared Contract) prior
to the Closing;


 


(f)                                    Proceedings. 
Subject to Sections 2.5(b) and 2.5(h), any liability
of any Seller to the extent arising out of any Proceeding (i) pending as
of the Closing Date, (ii) based on any act or omission by any Seller
occurring on or prior to the Closing or (iii)


 


27





















 


based on
any actual or alleged violation by any Seller of any Law prior to the Closing,
except to the extent arising out of or in connection with the waiver contained
in Section 13.15 hereof (it being
understood and agreed that this Section 2.6(f) is not intended
to cover Proceedings related to environmental matters (including Proceedings
related to violations of Environmental Laws) as the liabilities and obligations
being retained by the Sellers with respect to environmental matters are
addressed elsewhere in this Agreement);


 


(g)                                 Indebtedness. 
Any liability or indebtedness of any Seller for borrowed money and any
liabilities of any Seller relating to guarantees other than the Marconi
Guarantees;


 


(h)                                 Injury/Disability. 
Except to the extent expressly assumed by a Purchaser pursuant to Article XI
or an Employee Exhibit, any liability of any Seller or any Affiliate of any
Seller to the extent arising out of or related to any injury, disease or
disability arising or occurring on or prior to the Closing Date, or exposure or
alleged exposure on or prior to the Closing Date to any materials or chemicals
in the work place by any Person (including any Transferred Employee or any
other employee heretofore employed in the Business);


 


(i)                                     Affiliates. 
Any liability of any Seller or any Affiliate of any Seller to each other
or to their respective Affiliates existing as of the Closing Date, other than
such liabilities referred to in Sections 2.2(k), 2.5(a) and 2.5(b);


 


(j)                                     5-Year PELs. 
The 5-Year PELs;


 


(k)                                  Accounts Payable.  Any accounts payable of any Seller or any of
its Affiliates to the extent of the amount not reflected in the final Statement
of Working Capital;


 


(l)                                     Infringement.  Any liability of any Seller or any of their
Affiliates for infringement or misappropriation of Intellectual Property or
Technology arising out of the operation of the Business or products
manufactured or sold and services provided by or on behalf of any Seller or any
of its Affiliates on or prior to the Closing Date; and


 


(m)                               Excluded Contracts. 
Any liabilities of any Seller or any Affiliate of any Seller under or
with respect to any Contract that is not a Purchased Contract.


 


28





















 


2.7                                 Applicable Purchaser. 
For purposes this Article II, unless otherwise provided in the
Asset Allocation Statement, (a) all Assets and Assumed Obligations
primarily related to the Business’ operations in Mexico shall be transferred to
and assumed by the Mexican Purchaser, (b) all Assets and Assumed
Obligations primarily related to the Business’ operations in Canada shall be
transferred to and assumed by the Canadian Purchaser and (c) all other
Assets and Assumed Obligations shall be transferred to and assumed by the U.S.
Purchaser.


 


2.8                                 Prorations.


 


(a)                                  Except as otherwise provided in Section 6.10(b),
each Seller and each Purchaser agree that all fees and charges in respect of
Purchased Contracts and Transferable Permits that are payable on an annual,
quarterly, monthly or other periodic basis, and which are paid in respect of
any period beginning before the Closing Date and ending after the Closing Date,
will be prorated as of the Closing Date, with the applicable Seller liable to
the extent such items relate to any time period up to and including the Closing
Date and the applicable Purchaser liable to the extent such items relate to
periods subsequent to the Closing Date.


 


(b)                                 Marconi agrees to furnish the Purchasers
with such documents and other records as the Purchasers reasonably request in order
to confirm all adjustment and proration calculations made pursuant to this Section 2.8.  Final payments with respect to prorations
contemplated by this Section 2.8 that are not ascertainable on or
before the Closing Date shall be settled between the parties as soon as
practicable after such prorations are ascertainable.  Notwithstanding the foregoing, no amounts
reflected on the final Statement of Working Capital shall be taken into account
in the calculation of the amounts payable by either party under this Section 2.8.


 


ARTICLE III


 


PURCHASE PRICE; ADJUSTMENT;
ALLOCATION


 


3.1                                 Payment of Purchase Price.


 


(a)                                  The total consideration for the Assets shall consist of (i) the
assumption by the Purchasers of the Assumed Obligations and (ii) the
payment at the Closing by Emerson (on behalf of the Purchasers) of $375,000,000
(the “Purchase Price”).  The
Purchase Price shall be paid to the Sellers as set forth on the Purchase Price
Allocation Statement unless the Purchase Price Allocation Statement has not
been agreed to prior to Closing in which case the Purchase Price shall be paid
to MCI for itself and as agent for the Sellers.


 


(b)                                 All payments made hereunder shall be made in accordance with Section 13.4 and to such account or
accounts as the receiving party shall designate in writing to the paying party.


 


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3.2                                 Purchase Price Adjustment.


 


(a)                                  The U.S. Purchaser shall, as soon as practicable, and in any event no
later than ninety (90) days after the Closing Date, (i) prepare the
initial draft of a statement (the “Statement of
Working Capital”) setting forth, as of 12:01 a.m. (central
standard time) on the Closing Date, the amount equal to (A) the aggregate
of the Net Accounts Receivable, the Net Inventory and the Prepaids and Other
Current Assets less (B) the aggregate of the Net Accounts Payable, the Accrued
Compensation and Benefits and the Other Current Liabilities (such net amount
being the “Closing Working Capital”) and (ii) deliver the same to
MCI, together with a certificate from the U.S. Purchaser’s independent auditors
to the effect that the initial draft Statement of Working Capital has been
prepared in accordance with Section 3.2(g).


 


(b)                                 MCI and MCI’s independent auditors shall review the initial draft
Statement of Working Capital during the sixty (60) day period commencing on the
date that MCI receives the initial draft Statement of Working Capital.  At or prior to the end of such sixty (60) day
period, MCI shall either:


 


(i)                                     deliver a notice to the U.S. Purchaser confirming that no adjustments are
proposed by MCI to the initial draft Statement of Working Capital or the U.S.
Purchaser’s calculation of Closing Working Capital (a “Notice of Acceptance”); or


 


(ii)                                  deliver a notice to the U.S. Purchaser to the effect that MCI disagrees
with the initial draft Statement of Working Capital and/or the U.S. Purchaser’s
calculation of Closing Working Capital (a “Notice
of Disagreement”), specifying the nature of such disagreement and
the adjustments that MCI seeks to the initial draft Statement of Working
Capital and/or the calculation of Closing Working Capital (collectively, the “Proposed Adjustments”).


 


(c)                                  To the extent that there are any Proposed Adjustments, the U.S. Purchaser
will, no later than thirty (30) days after receipt of the Proposed Adjustments,
notify MCI which, if any, of the Proposed Adjustments it accepts or
rejects.  MCI and the U.S. Purchaser
shall seek in good faith to resolve any differences that remain in relation to
the Proposed Adjustments and to reach agreement in writing on any Proposed
Adjustments not accepted by the U.S. Purchaser. 
If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within sixty (60)
days after the U.S. Purchaser’s receipt of MCI’s notice of the Proposed
Adjustments, the Unresolved Adjustments may be submitted at the request of
either MCI or the U.S. Purchaser to the Chicago office of Ernst &
Young LLP or another internationally recognized independent public accounting
firm as shall be agreed upon by MCI and the U.S. Purchaser in writing (the “Accounting Firm”) for arbitration.  The scope of the review by the Accounting
Firm shall be limited to a determination of (i) whether the portions of
the initial draft Statement of Working Capital and the calculation of Closing
Working Capital related to the Unresolved Adjustments were prepared in
accordance with Section 3.2(g) and
(ii) based on its determinations of the matters described in clause (i),
a final calculation of the Closing Working Capital.  The Accounting Firm is not to make or be
asked to make any determination other than as set forth in the previous
sentence.  MCI and the U.S.


 


30





















 


Purchaser shall use reasonable efforts to
cause the Accounting Firm to render its written decision resolving the matters
submitted to it as promptly as practicable and, if at all possible, within
thirty (30) days after such submission of the Unresolved Adjustments.  Judgment may be entered upon the determination
of the Accounting Firm in any court having jurisdiction over the party against
which such determination is to be enforced. 
The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.2(c) shall be
borne equally by MCI, on the one hand, and the U.S. Purchaser, on the other
hand, or otherwise as the Accounting Firm may decide.  The fees and disbursements of the U.S.
Purchaser’s independent auditors incurred in connection with the preparation
and certification of the draft Statement of Working Capital and their review of
any Proposed Adjustments or Unresolved Adjustments shall be borne by the U.S.
Purchaser, and the fees and disbursements of MCI’s independent auditors
incurred in connection with their review of the draft Statement of Working
Capital, the working papers of the U.S. Purchaser’s independent auditors and
any Proposed Adjustments or Unresolved Adjustments shall be borne by MCI.


 


(d)                                 The Statement of Working Capital shall become final and binding on all
parties upon the earliest of (i) the date that a Notice of Acceptance is
delivered to the U.S. Purchaser pursuant to Section 3.2(b)(i) (in
which case the final Closing Working Capital shall be as set forth in the
Statement of Working Capital delivered pursuant to Section 3.2(a)),
(ii) the date that is one (1) day after the sixty (60) day review
period specified in Section 3.2(b) has
ended if no Notice of Disagreement has been delivered by MCI to the U.S.
Purchaser pursuant to Section 3.2(b)(ii) during
such sixty (60) day period (in which case the final Closing Working Capital
shall be as set forth in the Statement of Working Capital delivered pursuant to
Section 3.2(a)), (iii) the
date of an agreement in writing by MCI and the U.S. Purchaser that the
Statement of Working Capital, together with any modifications thereto agreed by
MCI and the U.S. Purchaser, are final and binding (in which case the final
Closing Working Capital shall be as so agreed upon by the parties) and (iv) the
date on which the Accounting Firm finally resolves in writing any disputed
matters (in which case the final Closing Working Capital shall be as determined
by the Accounting Firm pursuant to Section 3.2(c)).


 


(e)                                  The U.S. Purchaser shall provide MCI and its independent auditors with
reasonable access to the books, records, working papers and senior management
and employees of the Business and shall cause its independent auditors to
provide reasonable access to their working papers prepared for the purpose of
the certificate rendered under Section 3.2(a) as
MCI and its independent auditors may request in connection with the
finalization of the Statement of Working Capital or calculation of Closing
Working Capital.


 


(f)                                    In the event the final Closing Working Capital (as provided in Section 3.2(d)) is greater than or less
than the Benchmark Amount, the Purchase Price shall be increased by the amount
by which the final Closing Working Capital (as provided in Section 3.2(d)) exceeds the Benchmark
Amount, or decreased by the amount by which the final Closing Working Capital
(as provided in Section 3.2(d)) is
less than the Benchmark Amount.  The
Purchase Price as so increased or decreased shall hereafter be referred to as
the “Adjusted Purchase Price.”  If the Purchase Price is less than the


 


31





















 


Adjusted Purchase Price, Emerson (on
behalf of the Purchasers) shall, within two (2) Business Days after the
Statement of Working Capital becomes final and binding on the parties (as
provided in Section 3.2(d)), make payment by wire transfer in
immediately available funds to one or more accounts designated by MCI (in
accordance with the Purchase Price Allocation Statement) of the amount
of such difference together with a sum equivalent to interest thereon at a rate
equal to the LIBOR Rate, accrued from the Closing Date to and including the
date of payment and calculated on the basis of the actual number of days
elapsed divided by 360.  If the Purchase
Price is more than the Adjusted Purchase Price, MCI shall, within two (2) Business
Days after the Statement of Working Capital becomes final and binding on the
parties (as provided in Section 3.2(d)), make payment by wire
transfer in immediately available funds to an account designated by the
Purchasers of the amount of such difference together with a sum equivalent to
interest thereon at a rate equal to the LIBOR Rate, accrued from the Closing
Date to and including the date of payment and calculated on the basis of the
actual number of days elapsed divided by 360. 
“LIBOR Rate” shall mean the rate of interest announced publicly by the
British Bankers Association as its three (3) month LIBOR rate for U.S.
dollars on the Business Day immediately following the day on which the
Statement of Working Capital becomes final and binding on the parties (as
provided in Section 3.2(d)). 
The parties agree that any amounts paid pursuant to this Section 3.2(f) shall be
allocated in a manner that is consistent with the allocation of the Purchase
Price as set forth on the Purchase Price Allocation Statement and the Asset
Allocation Statement.


 


(g)                                 The Statement of Working Capital shall be prepared in the same way and
using the same accounting policies, principles, bases and methods as used in
the preparation of the Annual Management Accounts, subject to the Calculation
Principles referred to below. 
Notwithstanding the generality of the foregoing sentence, the Statement
of Working Capital shall be prepared in accordance with the rules of
calculation specified on Schedule 3.2(g) (the
“Calculation Principles”).


 


3.3                                 Allocation of Consideration for Assets.


 


(a)                                  The Purchase Price shall be allocated among the Sellers as set forth on a
purchase price allocation statement (the “Purchase Price Allocation
Statement”), which Purchase Price Allocation Statement shall be mutually
agreed upon by MCI and the U.S. Purchaser at or prior to the Closing to the
extent reasonably possible.  If the
Purchase Price Allocation Statement is not mutually agreed upon prior to the
Closing the matter shall be submitted to the Accounting Firm to resolve the
disputed items.  Upon resolution of the
disputed items, the allocation reflected on the Purchase Price Allocation
Statement shall be adjusted to reflect such resolution.  The fees and expenses of the Accounting Firm
shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on
the other hand.


 


(b)                                 The
Purchase Price (plus Assumed Liabilities, to the extent properly taken into
account under Section 1060 of the Code) shall be allocated among the Assets, in
accordance with Section 1060 of the Code and any applicable provision of
non-U.S. Law, as set forth on an asset allocation statement (the “Asset
Allocation Statement”), which Asset Allocation Statement shall be mutually
agreed upon by MCI and the U.S.


 


32





















 


Purchaser within 120 days after the
Closing to the extent reasonably possible. 
If the Asset Allocation Statement is not mutually agreed upon within
such period, the U.S. Purchaser and MCI shall submit such dispute to the
Accounting Firm to resolve the disputed items. 
Upon resolution of the disputed items, the allocation reflected on the
Asset Allocation Statement shall be adjusted to reflect such resolution.  The fees and expenses of the Accounting Firm
shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on
the other hand.


 


(c)                                  Following the Closing, each of the U.S. Purchaser and MCI and their
respective Affiliates shall file all necessary Tax Returns and other forms
(including Internal Revenue Service Form 8594) to report the transactions
contemplated herein for U.S. federal, state, local and non-United States income
Tax purposes in accordance with the Purchase Price Allocation Statement and the
Asset Allocation Statement, and shall not take any position inconsistent with
such allocations.  Any adjustment to the
Purchase Price for the Assets shall be allocated as provided in Treasury
Regulation Section 1.1060-1 and applicable non-U.S. law, and, in the event
of such adjustment, the U.S. Purchaser and MCI agree to revise and amend the
Purchase Price Allocation Statement, the Asset Allocation Statement and the applicable
Tax Returns and other forms as required by applicable Law.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF
MARCONI AND THE SELLERS


 


Marconi and the Sellers,
jointly and severally, represent and warrant to the Purchasers as follows:


 


4.1                                 Due Organization. 
Marconi and each Seller (a) is duly organized, validly existing
and, solely with respect to those entities that are domiciled in jurisdictions
that recognize the concept of good standing, in good standing under the laws of
the jurisdiction of its organization, (b) has the requisite power and
authority to own, operate and lease its properties and to conduct its business
as presently conducted, and (c) other than such jurisdictions in which the
failure to be qualified or in good standing would not reasonably be expected to
have a Seller Material Adverse Effect or a Business Material Adverse Effect, is
duly qualified to do business and is in good standing as a foreign entity in
each jurisdiction that recognizes the concept of good standing and, other than
with respect to Marconi, in which its ownership of Assets and its historic
conduct of the Business makes such qualification necessary.


 


4.2                                 Due Authorization.  Marconi and each Seller has full
corporate power and authority to execute, deliver and perform this Agreement
and its Related Agreements and to consummate the transactions contemplated
hereby and thereby.  The execution,
delivery and performance by Marconi and each Seller of this Agreement and its
Related Agreements and the consummation by Marconi and such Seller of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action, including the approval of the board of directors
and (if required) shareholders of Marconi and such Seller.  Marconi and each Seller has duly and validly
executed and delivered this Agreement and, at or prior to the Closing, Marconi
and such Seller will have duly and validly executed and delivered each of its
Related


 


33





















 


Agreements.  Assuming the due authorization, execution and
delivery of this Agreement and its Related Agreements by Emerson and each
Purchaser, this Agreement constitutes, and each Related Agreement will after
the Closing constitute, legal, valid and binding obligations of Marconi and
each Seller party thereto, enforceable against it in accordance with their
respective terms, subject to the Enforceability Limitations.


 


4.3                                 Consents and Approvals; Authority
Relative to this Agreement.


 


(a)                                  Other than any Consent of or with any
Governmental Authority the failure of which to be obtained would not reasonably
be expected to have a Business Material Adverse Effect or a Seller Material
Adverse Effect, and except (i) for the HSR Compliance and the Mexican FCC
Filing Requirement by the parties hereto, (ii) as set forth on Schedule 4.3(a) and
(iii) for Consents relating to Environmental Permits, no Consent of or
with any Governmental Authority is necessary in connection with (A) the
execution, delivery or performance of this Agreement by Marconi or any Seller
or any of the applicable Related Agreements by Marconi or any Seller or (B) the
consummation of any of the transactions contemplated hereby or thereby by
Marconi or any Seller.


 


(b)                                 Other than, in the case of clauses (A), (B) and
(C) below, any such items that would not reasonably be expected to have a
Business Material Adverse Effect or a Seller Material Adverse Effect, and
except (i) for the HSR Compliance and the Mexican FCC Filing Requirement
by the parties hereto, (ii) as set forth on Schedule 4.3(b) and
(iii) for Consents relating to Environmental Permits, the execution,
delivery and performance of this Agreement and of the applicable Related
Agreements by Marconi or any Seller, and the consummation of the transactions
contemplated hereby and thereby by Marconi or any Seller, do not and will not: (A) violate
any Law applicable to or binding on Marconi or any Seller or any Assets; (B) constitute
a breach or default of, or permit cancellation of, or result in the creation of
any Lien upon any of the assets of Marconi or any Seller, or result in or
constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any Contract to which
Marconi or any Seller is a party or by which Marconi or any Seller or any of
its respective assets is bound; (C) permit the acceleration of the
maturity of any indebtedness of Marconi or any Seller or any of their
respective Affiliates or indebtedness secured by any of their respective
assets; or (D) violate or conflict with any provision of the certificate
of incorporation or by-laws (or similar organizational documents) of Marconi or
any Seller.


 


4.4                                 Management Accounts.


 


(a)                                  Schedule 4.4(a) sets forth the statement of assets
and liabilities to be transferred pursuant to this Agreement as of March 31,
2004 (the “Annual Balance Sheet”) and the statement of operating profit
of the Business for the year ended March 31, 2004 (the “Annual Income
Statement” and, together with the Annual Balance Sheet, the “Annual
Management Accounts”).


 


(b)                                 Except as set forth on Schedule 4.4(b)(i),
the Annual Management Accounts have been prepared on the basis of accounting
principles generally accepted in


 


34


















 


the United
Kingdom at the time prepared (as modified by the exceptions set forth on Schedule 4.4(b)(i),
the “Applicable Accounting Principles”).  The statement of assets and liabilities to be
transferred pursuant to this Agreement as of June 30, 2004 (the “June Balance
Sheet”) and the statement of operating profit of the Business for the three
months ended June 30, 2004 (the “June Income Statement”,
collectively with the June Balance Sheet and the Annual Management
Accounts, the “Management Accounts”) to be delivered by MCI pursuant to Section 6.16
will be prepared on the basis of the Applicable Accounting Principles.  Except as set forth on Schedule 4.4(b)(ii),
having regard to the purpose for which such unaudited Management Accounts have
been or will be prepared, as applicable, (i) the Annual Balance Sheet
fairly presents in all material respects as of March 31, 2004, the assets
and liabilities of the Business to be transferred pursuant to this Agreement
and (ii) the June Balance Sheet, when delivered, will fairly present
in all material respects as of June 30, 2004 the assets and liabilities of
the Business to be transferred pursuant to this Agreement, in each case in
accordance with the Applicable Accounting Principles.  The Annual Income Statement fairly presents
in all material respects the operating profit of the Business for the year
ended March 31, 2004 and the June Income Statement, when delivered,
will fairly present in all material respects the operating profit of the
Business for the three months ended June 30, 2004, in each case in
accordance with the Applicable Accounting Principles.


 


(c)                                  Schedule
4.4(c) sets forth a calculation of the Benchmark Amount extracted from the
Annual Management Accounts as of March 31, 2004 and prepared in accordance with
the principles, practices, methods and rules described in Section 3.2(g).


 


4.5                                 No Adverse Effects or Changes.  Except (i) with respect to
the Excluded Assets and the Retained Obligations, (ii) as set forth on Schedule 4.5
and (iii) as otherwise contemplated by this Agreement, from March 31,
2004 until the date of this Agreement, the Business has been conducted in the
ordinary course and in substantially the same manner as previously conducted,
and there has not been (in relation to the Business):


 


(a)                                  any event, occurrence, development or
state of circumstances or facts which, individually or in the aggregate, has
had or would reasonably be expected to have a Business Material Adverse Effect;


 


(b)                                 any material change in any method of
accounting or accounting practice by any Seller with respect to the Business
except for any such change after March 31, 2004 required by reason of a
change in Applicable Accounting Principles;


 


(c)                                  any (i) bonus, profit sharing, compensation, termination, stock
option, stock appreciation right, restricted stock, performance unit, pension,
retirement, deferred compensation, employment, severance or other employee
benefit agreement, trust, plan or fund entered into, adopted, amended or
terminated for the benefit or welfare of any Current MCI Employee or Former MCI
Employee, or (ii) increase in the compensation or benefits of any Current
MCI Employee or Former MCI Employee or any Contract entered into to do any of
the foregoing, except, in each case, for increases in compensation in the
ordinary course of business consistent with past practice with respect to
Current MCI Employees other than senior management, or as required by Law;


 


35





















 


(d)                                 any capital expenditure, or commitment for
a capital expenditure, by any Seller or its Affiliates for additions or
improvements to any Transferred Real Property;


 


(e)                                  any labor dispute, other than routine individual grievances, or any
activity or proceeding by a labor union or representative thereof to organize
any employees of the Business, which employees were not subject to a collective
bargaining agreement as of March 31, 2004, or any lockouts, strikes,
slowdowns, work stoppages or threats thereof by or with respect to
employees of the Business;


 


(f)                                    any acquisition by merger or
consolidation with, or by the purchase of a substantial portion of the assets
of, or by any other manner, any business or any corporation, partnership,
association or other business organization or division thereof or any
acquisition otherwise of any assets (other than Inventory) by any Seller or any
Affiliate of any Seller the value of which exceeds $250,000 in the aggregate
that relates to the Business;


 


(g)                                 any acceleration of the delivery of products or services under any
Contract for the sale or distribution of any products manufactured or services
performed by the Business other than at the request of the customer; or


 


(h)                                 any damage, destruction or other casualty
loss (whether or not covered by insurance) or condemnation affecting any
material Asset.


 


4.6                                 Title to Assets.  Except as set forth on Schedule 4.6, one or more of the Sellers
has good title to, or a valid leasehold interest in, and is the lawful owner
of, each of the Assets, free and clear of any Lien (other than Permitted
Liens).  Except as set forth on Schedule 4.6 and subject to obtaining
and making all applicable Consents, (a) each Seller (as applicable) has
the right to sell, convey, transfer, assign and deliver the Assets owned by it
to the applicable Purchaser, and (b) at the Closing, such Seller shall
convey to the applicable Purchaser good title to, or a valid leasehold interest
in, such Assets, free and clear of any Lien (other than Permitted Liens).  This Section 4.6 does not apply
to (i) Transferred Owned Real Property and (ii) Intellectual Property,
it being agreed that the sole and exclusive representations and warranties
regarding Intellectual Property are set forth in Section 4.12.


 


4.7                                 Assets.  Except as set
forth on Schedule 4.7, the Assets,
together with (a) the rights and services to be provided by the Sellers
(and their Affiliates) to the Purchasers under the Transition Services
Agreement, (b) the Intellectual Property licensed under the Global Patent
Licenses, (c) the Intellectual Property licensed under the Access Cross
License Agreement, (d) the Group Contracts (including the CSC Outsourcing
Arrangement), (e) the Intellectual Property licensed under the Inbound
Licenses, (f) the so-called “shrink-wrap” or “click-wrap” license
agreements referenced at Section 4.12(d) and
(g) the administrative and support services provided by the Sellers and
their Affiliates to the Business, (i) are adequate to conduct the Business
as currently conducted and (ii) constitute all the properties, assets and
rights currently used by the Sellers or their Affiliates to operate the
Business.


 


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4.8                                 Owned Real Property and Leased Real Property.


 


(a)                                  Schedule 4.8 includes a list
of all real property owned by a Seller (under the heading “Owned Real Property”)
and all real property leased by a Seller (with annual aggregate lease payments
in excess of $10,000) (under the heading “Leased Real Property”), in each case,
used solely or primarily in connection with the operation of the Business.  The Owned Real Property and the Leased Real
Property set forth on Schedule 4.8 is the only real property
currently used or held for use by the Sellers in connection with the Business.


 


(b)                                 Except as set forth on Schedule 4.8,
(i) the continued use, occupancy and operation of the Transferred Real
Property as currently used, occupied and operated do not constitute a material
violation of any applicable building, zoning, subdivision and other land use
laws, regulations and ordinances and (ii) to the Sellers’ knowledge, the
plants included in the Transferred Owned Real Property currently have access to
(A) public or private roads for ingress to an egress from all such plants
and (B) public or private water supply, storm and sanitary sewer
facilities, telephone, gas, and electrical connections, in each case over
public roads or property or valid easements over private roads or property, and
in each case as is reasonably necessary for the conduct of the Business as
presently conducted.


 


(c)                                  Except as
set forth in Schedule 4.8, with respect to each Transferred Real
Property Lease, (i) the Transferred Real Property Lease is valid, binding,
in effect and enforceable in accordance with its terms; (ii) such
Transferred Real Property Lease has not been amended, extended or otherwise
modified; (iii) MCI has made available to the Purchasers copies of such
Transferred Real Property Lease and all amendments, extensions and other
modifications thereof (and not withheld any such documents or parts thereof for
confidentiality or otherwise); (iv) as to the tenant, there does not exist
under such Transferred Real Property Lease any material default or material
event of default or event which with notice or lapse of time or both would
constitute a material default or material event of default; (v) the
transactions contemplated by this Agreement will not, under the terms of the
Transferred Real Property Lease, (A) result in any default or event of
default under the Transferred Real Property Lease, (B) give the landlord
under the Transferred Real Property Lease a right to terminate the Transferred
Real Property Lease or (C) require any payment to the landlord under the
Transferred Real Property Lease; and (vi) the landlord under such
Transferred Real Property Lease is not an Affiliate of any Seller.


 


4.9                                 Equipment; Leased Personal Property.  Schedule 4.9
includes an accurate and complete list as of March 31, 2004 of all of the
equipment included in the Assets having an individual book value in excess of
$10,000.  Schedule 4.9
also sets forth an accurate and complete list of each lease included in the
Purchased Contracts to which any Seller is a party with respect to personal
property having aggregate remaining minimum lease payments in excess of
$10,000.  MCI has made available to the
Purchasers true and complete copies of all the personal property leases set
forth on Schedule 4.9.


 


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4.10                           Customers and Distributors; Suppliers.


 


(a)                                  Except for the customers named in Schedule 4.10(a),
the Business does not have any customer to which it made more than two percent
(2%) of its sales during the full fiscal year ended March 31, 2004 or
during the period from March 31, 2004 to the date hereof.  Except as set forth in Schedule 4.10(a) and
except for fluctuations in volume in the ordinary course of business, since March 31,
2004 there has not been (i) to the Sellers’ knowledge, any material
adverse change in the relationship of the Business with any customer named in Schedule 4.10(a) or
(ii) except for changes in prices in the ordinary course of business, any
change in any material term (including credit terms) of the sales agreements
with any such customer.  Except as set
forth on Schedule 4.10(a), since January 1, 2004, no Seller or
any Affiliate of any Seller has received any written complaint concerning the
products and services of the Business from a purchaser thereof, nor has any
Seller or any Affiliate of any Seller had any such products returned by a
purchaser thereof, other than complaints and returns that, individually or in
the aggregate, do not constitute a Business Material Adverse Effect.


 


(b)                                 MCI has made available to the Purchasers
complete and correct copies of all Purchased Contracts to the extent relating
to the sale of products or services by the Business to each of the customers
referred to on Schedule 4.10(b).


 


(c)                                  Except for the suppliers set forth on Schedule 4.10(c),
the Business has not purchased from any single supplier goods or services for
which the aggregate purchase price exceeds five percent (5%) of the total cost
of goods and services purchased by the Business during the full fiscal year
ended March 31, 2004 or during the period from March 31, 2004 to the
date hereof.  Except as set forth on Schedule 4.10(c) and
except for fluctuations in volume in the ordinary course of business, since March 31,
2004, there  has not been (i) to the
Sellers’ knowledge, any material adverse change in the relationship of the
Business with any supplier set forth on Schedule 4.10(c) or (ii) except
for changes in prices in the ordinary course of business, any change in any
material term (including credit terms) of the supply agreements with any such
supplier. MCI has made available to the Purchasers complete and correct copies
of all Purchased Contracts to the extent relating to the purchase of products
or services by the Business from the suppliers set forth on Schedule 4.10(c).


 


(d)                                 Schedule 4.10(d) sets forth a list of each material
distributor or sales representative of the products of the Business and (i) indicates
whether such distributor or sales representative has a written contract or oral
arrangement with the Business and (ii) only with respect to such oral
arrangements, contains a description of the terms of such oral arrangement with
the Business with respect to territory, exclusivity and the term of the
arrangement.  To the Sellers’ knowledge,
no Seller has entered into any arrangements that would contractually prevent
the Purchasers from distributing or selling any products of the Business
anywhere in the world other than arrangements whereby a Seller has agreed not
to sell any products of the Business in a particular territory in connection
with such Seller’s appointment of an exclusive representative or distributor
for such territory.


 


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4.11                           Proceedings.


 


(a)                                  Except as set forth on Schedule 4.11,
there are no Proceedings pending, or, to the Sellers’ knowledge, threatened
against any Seller (in relation to the Business) or affecting any Asset before
any court or any other Governmental Authority that, individually or in the
aggregate, if determined or resolved adversely in accordance with the plaintiff’s
demands, would reasonably be expected to have a Business Material Adverse
Effect.  Except as set forth on Schedule 4.11,
the operation of the Business by each Seller is not subject to any order,
judgment, decree, injunction, stipulation or consent order of or with any court
or other Governmental Authority, the failure to comply with which would be
reasonably expected to have a Business Material Adverse Effect.  Except as set forth on Schedule 4.11, no
Seller (in relation to its conduct of the Business) has entered into any
agreement which is a Purchased Contract to settle or compromise any Proceeding
pending or threatened against it which has (i) involved any obligation
other than the payment of money prior to the Closing Date or (ii) any
continuing obligation the failure to comply with which would reasonably be
expected to have a Business Material Adverse Effect.


 


(b)                                 There are no Proceedings pending or, to the Sellers’ knowledge,
threatened, by or against Marconi or any Seller or any of their respective
Affiliates with respect to this Agreement or the Related Agreements, or in
connection with the transactions contemplated hereby or thereby.


 


4.12                           Intellectual Property.


 


(a)                                  Schedule 4.12(a) sets forth an accurate and complete
list of all registrations and applications for registration for the Transferred
Patents and Transferred Trademarks (the “Registered Transferred Intellectual
Property”) including a list of all jurisdictions in which such Transferred
Patents and Transferred Trademarks are registered or registrations applied for
and all registration and application numbers. 
There are no registered copyrights (or
applications therefor) owned by any Seller and used (or held for use) in the
conduct of the Business.  Except as set
forth on Schedule 4.12(a), the Transferred Intellectual Property, together with (a) the Intellectual Property rights to be provided
by the Sellers (and their Affiliates) to the Purchasers under the Transition
Services Agreement, (b) the Intellectual Property licensed under the
Global Patent Licenses, (c) the Intellectual Property licensed under the
Access Cross License Agreement, (d) the Intellectual Property rights
granted under the CSC Outsourcing Arrangement, (e) the Intellectual
Property licensed under the Inbound Licenses and (f) the so-called “shrink-wrap”
or “click-wrap” license agreements referenced at Section 4.12(d),
is
sufficient for the conduct of the Business by the Purchasers following the
Closing in substantially the same manner as currently conducted.


 


(b)                                 With respect to all Registered
Transferred Intellectual Property, Schedule 4.12(b)(i) lists
all administrative actions that must be taken by the Purchasers within one
hundred eighty (180) days after the Closing Date, including the payment of any
registration, maintenance, renewal fees, annuity fees and taxes or the filing
of any documents, applications or certificates, for the purposes of
maintaining, perfecting or


 


39





















 


preserving or renewing such Registered Transferred
Intellectual Property.  Except as set
forth in Schedule 4.12(b)(ii), all of the Transferred Intellectual
Property is in full force and effect, and the Sellers and their respective
Affiliates, to the extent applicable, have, in a timely manner (including
extensions), taken those necessary administrative actions (including the
payment of any applicable fees) that would reasonably be expected to ensure
that all applications filed by or on behalf of the Sellers and their respective
Affiliates for the Transferred Intellectual Property remain in full force and
effect.


 


(c)                                  Except as set forth in Schedule 4.12(c),
the Sellers are and the applicable Purchaser or the applicable Purchaser’s
designated Affiliate will be, the sole and exclusive owner of, and the Sellers
have, and on the Closing Date the applicable Purchaser will have, in connection
with the Business, all rights that accrue to a sole and exclusive owner,
without payment to any other Person, to all of the Transferred Intellectual
Property.  The consummation of the
transactions contemplated by this Agreement do not and will not conflict with,
alter or impair any such sole and exclusive ownership rights.


 


(d)                                 Schedule 4.12(d) sets forth an accurate and complete
list of all licenses, sublicenses and other agreements pursuant to which the
Sellers or any of their Affiliates are authorized or licensed to use any third
party Intellectual Property or third party Technology that is used in
connection with the Business as currently conducted, except for so-called “shrink-wrap”
or “click-wrap” license agreements relating to off-the-shelf computer software
licensed in the ordinary course of business which are not material to the
Business (“Inbound Licenses”).


 


(e)                                  Except as set forth in Schedule 4.12(e), to the Sellers’
knowledge, the conduct of the Business as currently conducted and as conducted
on the Closing Date does not violate, conflict with or infringe or
misappropriate the Intellectual Property of any other Person that would result
in any material liability or have any Business Material Adverse Effect.  Except as set forth in Schedule 4.12(e),
(i) no claims are pending or, to the Sellers’ knowledge, threatened,
against any of the Sellers or any of their Affiliates by any Person with
respect to the ownership, validity (excluding administrative actions received
in the normal course of business in connection with pending patent
applications), enforceability or use in the Business of any Intellectual
Property and (ii) during the past three (3) years, the Sellers and
their Affiliates have not received any written or, to the Sellers’ knowledge,
oral communication alleging that the Sellers or any of their Affiliates have in
the conduct of the Business violated any rights relating to the Intellectual
Property of any Person.  During the past
two (2) years, neither the Sellers nor their Affiliates have received any
written or, to the Sellers’ knowledge, oral communication from any Person
asserting any ownership interest in, or requesting that the Sellers obtain a
license to, any of the Transferred Intellectual Property.  Schedule 4.12(e) contains a
complete and accurate list of any pending challenges or adversarial proceedings
before any patent or trademark authority to which the Sellers and any of their
Affiliates is a party (including any pending applications for reexamination of
a patent) with respect to the Transferred Patents or Transferred Trademarks, a
description of the subject matter of each proceeding, and the current status of
each proceeding, including interferences, priority contests, opposition and
protests.  Except as set forth in Schedule


 


40





















 


4.12(e),
to the Sellers’ knowledge, no third party is infringing, misappropriating or
violating any of the Transferred Intellectual Property.


 


(f)                                    The Sellers have used all reasonable efforts to maintain all material
Transferred Technology that constitutes confidential or trade secret
information in confidence in accordance with protection procedures customarily
used in the industry to protect rights of like importance.  Since January 1, 2001, no claim has been
asserted or, to the Sellers’ knowledge, has been threatened, against any of the
Sellers or any of their Affiliates asserting that any Personnel owns the
Transferred Intellectual Property.  To
the Sellers’ knowledge, none of the current officers and employees of the
Sellers (in connection with the Business) has any patents issued or
applications pending for any device, process, design or invention of any kind
that was conceived or developed within the scope of such officers’ or employees’
employment by the Sellers or their Affiliates in the furtherance of the
Business, which patents or applications have not been assigned to Sellers or
such Affiliates, with such assignment duly recorded in the United States Patent
and Trademark Office.


 


(g)           Neither (i) the execution and
delivery of this Agreement by the Sellers, (ii) the execution and delivery of
the License Agreement by the Sellers nor (iii) the consummation of the
transactions contemplated hereby or thereby by the Sellers as applicable, will
result in (A) a loss of, or encumbrance or lien on, any of the Transferred
Intellectual Property (B) the grant, assignment, or transfer to any other
person or entity of any license or other right or interest under, to, or in any
of the Transferred Intellectual Property or (C) the Purchasers being obligated
under the terms of the applicable license agreement to pay any royalties to any
third party licensor in excess of those payable by the Sellers prior to the
Closing, other than an increase in payments due to a change in product sales,
gross revenues or the number of users where such amounts are calculated on a
per seat basis.


 


4.13                           Contracts.  Schedule 4.13
is an accurate and complete list of all the Purchased Contracts of the
following types:


 


(a)                                  any collective bargaining agreement;


 


(b)                                 any Contract with a sales representative, manufacturer’s representative,
distributor, dealer, broker, sales agency, advertising agency or other Person
currently engaged in sales, distribution or promotional activities for or on
behalf of the Business, or any Contract to act in one of the foregoing
specified capacities on behalf of any Person;


 


(c)                                  any Contract pursuant to which any Seller has made or will make loans or
advances, or has incurred, or is obligated to incur, indebtedness for borrowed
money or has become a guarantor or surety or pledged its credit for or
otherwise become responsible with respect to any undertaking of another Person
(except for the negotiation or collection of negotiable instruments in transactions
in the ordinary course of business);


 


(d)                                 any Contract with (i) any Affiliate of any Seller (including any
Contract between one or more Sellers but excluding any Contract with any
Benefit Plan, any


 


41





















 


Canadian Benefit Plan or any Mexican
Benefit Plan) or (ii) any officer or director of any Seller (other than
employment agreements or similar arrangements relating to their employment);


 


(e)                                  any Contract (including a purchase order) with any supplier with whom the
Sellers have entered into Contracts (including purchase orders) which,
individually or in the aggregate, have a commitment of more than $100,000 on an annual basis;


 


(f)                                    any Contract involving a partnership, joint venture or other cooperative
undertaking;


 


(g)                                 any Contract relating to the acquisition or disposition of any business
(whether by merger, sale of stock, sale of assets or otherwise);


 


(h)                                 any Contract involving any restrictions with respect to the geographical
area of operations or scope or type of business of any Seller; or


 


(i)                                     any Contract granting to any Person a right of first refusal or option to
purchase or acquire any Assets.


 


MCI has made available to
the Purchasers true and complete copies of each Contract that is listed on Schedule 4.13.  Except as set forth on Schedule 4.13,
all Contracts listed on Schedule 4.13 are valid and binding
agreements and are in full force and effect (in accordance with their terms)
and are enforceable against the applicable Seller and, to the Sellers’ knowledge,
against the other party thereto, in accordance with their terms, subject to the
Enforceability Limitations.  This Section 4.13
shall not apply to the Transferred Real Property Leases.


 


4.14                           Permits.  Except as set forth on Schedule 4.14(a), each Seller possesses
or has applied for all material Permits required by applicable Law, as in
effect on the date hereof, for such Seller to conduct the Business as currently
conducted.  Schedule 4.14(b) is
an accurate and complete list of all Permits (other than Environmental Permits)
held by the Sellers affecting or relating to the Business, and (a) all
such Permits are valid and in full force and effect (in accordance with their
terms) and (b) no Seller is in material default, and no condition exists
that with notice or lapse of time or both would constitute a material default
by any Seller, under such Permits.  This Section 4.14 does not relate to matters
specifically covered by other representations and warranties specified in this Article IV,
including any representations and warranties with respect to compliance with
Laws or compliance with Environmental Laws or possession of Environmental
Permits, each of which matters are addressed solely and exclusively in Section 4.20
and 4.21, respectively.


 


4.15                           Insurance.  The Sellers currently maintain
policies of fire and casualty, liability and other forms of insurance (and/or
participate in insurance arrangements made by one or more of their Affiliates)
with respect to the Business in such amounts, with such deductibles and against
such risks and losses as are, in the Sellers’ judgment, reasonable for the
Business.  To the Sellers’ knowledge, all
such policies are in full force and effect, and, except as set forth on Schedule 4.15, no written notice of
cancellation or termination has been received by any Seller  with respect to any such policy.


 


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4.16                           Finders’ Fees.  Except for J.P. Morgan Securities, Inc.,
whose fees will be paid by the Sellers, there is no investment banker, broker,
finder or other intermediary performing similar functions which has been
retained by or is authorized to act on behalf of the Sellers who might be
entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.


 


4.17                           Employee Benefit Plans and Employment
Agreements.


 


(a)                                  General.  Except as listed on Schedule 4.17(a), no Seller is a party
to or a participant in:


 


(i)                                     any “employee benefit plan” (as defined in section 3(3) of
ERISA);


 


(ii)                                  any retirement or deferred compensation plan, incentive compensation
plan, stock plan, unemployment compensation plan, vacation pay, severance pay,
bonus or benefit arrangement, insurance or hospitalization program or any other
fringe benefit arrangements for any Current MCI Employee or Former MCI
Employee, which does not constitute an employee benefit plan and which is not
an individual agreement with a Current MCI Employee or a Former MCI Employee;


 


(iii)                               any written employment agreement or any written severance agreement with
any Current MCI Employee that provides for a severance payment in excess of six
(6) months’ base annual salary; or


 


(iv)                              any written agreement with any Contractor.


 


Nothing in this Section 4.17(a) shall
require that Schedule 4.17(a) include
(A) any plans, policies, programs, arrangements or agreements unless the
plan, policy, program, arrangement or agreement is sponsored by any Seller and
covers or has been entered into with any Current MCI Employee or Former MCI
Employee (other than those specified in clause (B)) or unless the plan,
policy, program, arrangement, or agreement covers other persons with respect to
which a liability is expressly being assumed by the Purchasers pursuant to Article XI, (B) any individual
agreement with a Current MCI Employee providing for the payment of certain
amounts to such Current MCI Employee based on the transactions contemplated by
this Agreement and for which liability is not assumed by the Purchasers
pursuant to Article XI or (C) any agreement with any Contractor
which is not assumed by the Purchasers pursuant to Article XI.  Canadian Benefit Plans and applicable
representations with respect thereto are set forth on Exhibit Canada.  Mexican Benefit Plans and applicable
representations with respect thereto are set forth on Exhibit Mexico.  Costa Rican Benefit Plans and applicable
representations with respect thereto are set forth on Exhibit Costa
Rica.  Except as set forth on Schedule 4.17(a),
MCI has made available to the Purchasers true and complete copies of each
Benefit Plan listed on Schedule 4.17(a).


 


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(b)                                 Compliance With Laws; Liabilities.  Except as set forth on Schedule 4.17(b):


 


(i)                                     All Benefit Plans comply, and have been administered in compliance, in
all material respects, with the terms thereof and with all requirements of Law
applicable thereto.


 


(ii)                                  Each Benefit Plan which is an employee pension benefit plan (as defined
in section 3(2) of ERISA) and which is intended to be qualified under
section 401 (a) of the Code is the subject of a favorable
determination letter issued by the Internal Revenue Service and, to the Sellers’
knowledge, is qualified under section 401(a) of the Code, and no
event has occurred since the date of the last determination letter that is
reasonably likely to adversely affect such determination.  MCI has made available to the Purchasers a
copy of the most recent determination letter from the Internal Revenue Service
relating to each such Benefit Plan.


 


(iii)                               None of MCI or any of its ERISA Affiliates has engaged in any Prohibited
Transaction which has or will cause the U.S. Purchaser or any of its ERISA
Affiliates to incur any material liability under ERISA, the Code or otherwise
and, to the knowledge of MCI, no other person has engaged in any Prohibited
Transaction.


 


(iv)                              No “accumulated funding deficiency,” as defined in Section 412 of
the Code, has been incurred with respect to any Benefit Plan subject to such Section 412,
whether or not waived.


 


(v)                                 No material “reportable event,” within the meaning of Section 4043
of ERISA and no event described in Section 4062 or 4063 of ERISA, has
occurred in connection with any Benefit Plan for which Purchaser or any of its
ERISA Affiliates may be liable.


 


(vi)                              None of the Sellers or any of their ERISA Affiliates has (A) engaged
in, or is a successor or parent corporation to an entity that has engaged in, a
transaction described in Sections 4069 or 4212(c) of ERISA or (B) incurred,
or reasonably expects to incur prior to the Closing Date, (1) any
liability under Title IV of ERISA arising in connection with the termination of
any Benefit Plan which is subject to Title IV of ERISA, or (2) any
liability under Section 4971 of the Code, that in any case could become a
liability of the U.S. Purchaser or any of its ERISA Affiliates after the
Closing Date.


 


(vii)                           None of the Benefit Plans is a “multiemployer plan” (within the meaning
of Section 3(37) of ERISA) and none of MCI nor any of its ERISA Affiliates
has any liability with respect to any such multiemployer plan that could become
a liability of Purchaser or any of its ERISA Affiliates after the Closing Date.


 


(c)                                  Post-Employment Liabilities and Plans.  Except as set forth on Schedule 4.17(c),
no Current MCI Employee or Former MCI Employee is entitled to post-employment
or post-retirement health or medical or life insurance benefits under any
Benefit Plan other than as required by Section 4980B of the Code or
similar provisions of


 


44





















 


applicable state law.  Each Benefit Plan listed on Schedule 4.17(c) provides
by its current terms that it may be amended or terminated.


 


(d)                                 Deductibility.  None of the payments under the Benefit Plans
could give rise to the payment of any amount that would not be deductible
pursuant to the terms of Section 280G or 162(m) of the Code.


 


(e)                                  Contingent Entitlements.  Except as set forth on Schedule 4.17(e),
no Current MCI Employee or Former MCI Employee will become entitled to any
bonus, retirement, severance, job security or similar benefit or enhanced such
benefit (including acceleration of vesting or exercise of an incentive award)
as a result of the transactions contemplated hereby.


 


(f)                                    Termination of Contractor Agreements.  Each of the agreements or arrangements with
Contractors that are assumed by the Purchasers pursuant to Article XI
may be terminated by the Purchasers upon not more than 30 days notice without
any material liability.


 


4.18         Employment and Labor Matters.  MCI has made available to the Purchasers an accurate
and complete list as of June 1, 2004 of the names and titles of all Employees
of the Sellers (involved primarily in the Business), which list shall be
updated as of the close of business on the fifth Business Day prior to the
Closing.  Except as set forth on Schedule
4.18, there is, and since January 1, 2003 there has been, no labor strike,
material labor dispute, material labor slow-down, material work stoppage or
other material labor difficulty pending or, to the Sellers’ knowledge,
threatened, against any Seller and primarily relating to the  Business. 
Except as set forth on Schedule 4.18, no Current Employee is
covered by any collective bargaining agreement, and, to the Sellers’ knowledge,
no representation petition has been filed by any Current Employee or is pending
before the National Labor Relations Board, or since January 1, 2003, no union
organizing campaign has been in progress or has been threatened.  To the Sellers’ knowledge, there is no
pending or threatened liability pursuant to WARN or any similar state or local
law with respect to the Business.  MCI
has complied in all material respects with WARN or any similar state or local
law in connection with its operation of the Business.


 


4.19                           Taxes.  Except as set forth on Schedule 4.19, all Tax Returns with
respect to (a)  the Business or (b) the Assets or, in each case, the
income attributable thereto, that are required by applicable Law to be filed on
or before the Closing Date by the Sellers have been filed or will be filed in a
timely manner (within any applicable extension periods).  The information provided on such Tax Returns
is or will be correct and complete in all material respects and all Taxes shown
to be due on such Tax Returns have been timely paid in full or will be timely
paid in full.  There are no material
Liens for Taxes with respect to any of the Assets (other than Permitted
Liens).  Marconi Canada is resident in
Canada for the purposes of the Income Tax Act (Canada).  No agreements relating to Taxes exist between
the Sellers or any of their Affiliates and any Governmental Authority, which
agreement could have an effect on the Business, the Assets, the Purchasers or
any of their Affiliates after the Closing Date. 
None of the Assets is subject to a tax benefit transfer lease executed
in accordance with Section 168(f)(8) of the Code.  None of the Assets is “tax-exempt use
property” within the meaning of Section 168(h) of the Code.  No Seller or any Affiliate of any Seller has
received an audit adjustment relating to the amount paid


 


45





















 


or received for goods or services
provided by or to another Seller or Affiliate of any Seller with respect to the
Business or the Assets.


 


4.20                           No Defaults or Violations.  Except as set forth on Schedule 4.20:


 


(a)                                  since January 1, 2003, no Seller has breached in any material
respect the provisions of, and no Seller is in material default under the terms
of, any material Contract (relating primarily to the Business) (including the
Transferred Real Property Leases) to which it is a party and, to the Sellers’
knowledge, no other party to any such material Contract has, since January 1,
2003, breached in any material respect the provisions thereof, or is in
material default thereunder, except, in each case, (i) where such breach
or default has been remedied and (ii) for product change notices issued in
the ordinary course of business pursuant to industry standards;


 


(b)                                 excluding (i) matters relating to Taxes (as the sole and exclusive
representations and warranties regarding Taxes are set forth in Section 4.19), (ii) environmental
matters (as the sole and exclusive representations and warranties regarding
environmental matters are set forth in Section 4.21),
(iii) matters relating to Intellectual Property (as the sole and exclusive
representations and warranties regarding Intellectual Property are set forth in
Section 4.12), (iv) matters
relating to Permits (as the sole and exclusive representations and warranties
regarding Permits are set forth in Section 4.14),
and (v) employee benefits (as the sole and exclusive representations and
warranties regarding employee benefits are set forth in Section 4.17), the Sellers are, and
since January 1, 2003 the Sellers have been  (solely in relation to the Business), in
compliance with all Laws applicable to or binding on them or any of the Assets,
except where the failure to so comply would not reasonably be expected to have
a Business Material Adverse Effect; and


 


(c)                                  since January 1, 2002, no Seller (solely in relation to the
Business) has received any written notice from a Governmental Authority that
alleges that any Seller is not in compliance with any Law applicable to the
conduct of the Business, except for instances of noncompliance that would not
reasonably be expected to have a Business Material Adverse Effect.


 


4.21                           Environmental Matters.  Except as set forth on Schedule 4.21(a):


 


(a)                                  to the Sellers’ knowledge, the Sellers (solely in relation to the Assets,
the Business and the Transferred Real Property) are in compliance with all
applicable Environmental Laws, except where the failure to so comply would not
reasonably be expected to have a Business Material Adverse Effect;


 


(b)                                 the Sellers are in possession of all Environmental Permits required for
their operation of the Business as currently conducted and, to the Sellers’
knowledge, are in compliance with all of the requirements and limitations
included in such Environmental Permits except where the failure to possess such
Environmental Permits or to so comply would not reasonably be expected to have
a Business Material Adverse


 


46





















 


Effect, and a true, accurate and complete
list of such Environmental Permits is set forth on Schedule 4.21(b);


 


(c)                                  in the ordinary course of the conduct of the Business, the Sellers
receive, store and use Hazardous Substances at the Transferred Real Property,
but, to the Sellers’ knowledge, there are no Hazardous Substances in, on, at or
under any of the Transferred Real Property or the Assets the amount and
location of which would reasonably be expected to result in a material
violation of or liability under Environmental Law;


 


(d)                                 no written notice, that is either unresolved or is resolved but was
received after January 1, 2003, from any Governmental Authority or other
party has been received by any Seller claiming that (i) the operation of
the Business, the Assets or the Transferred Real Property is in violation of or
has potential liability under any Environmental Law or Environmental Permit, or
(ii) any Seller is responsible or potentially responsible for the
investigation or cleanup of any Hazardous Substances at any Transferred Real
Property or in connection with Hazardous Materials generated at the Transferred
Real Property, except, in each case, for such violations, investigations or
cleanups that would not reasonably be expected to have a Business Material
Adverse Effect;


 


(e)                                  no Seller (solely in relation to the Business, the Assets or the
Transferred Real Property) is the subject of any pending, or, to the Sellers’
knowledge, threatened litigation or proceeding in any forum, judicial or
administrative, involving a demand for damages, injunctive relief, penalties or
other potential remedy with respect to liability under or violations of any
Environmental Law, except for such violations that would not reasonably be
expected to have a Business Material Adverse Effect;


 


(f)                                    the Sellers (solely in relation to the Business, the Assets or the
Transferred Real Property) have timely filed all reports and notifications
required to be filed by them with respect to their properties and facilities
and have generated and maintained all required records and data under all
applicable Environmental Laws, except where the failure to so file, generate or
maintain would not reasonably be expected to have a Business Material Adverse
Effect; and


 


(g)                                 to the Sellers’ knowledge, MCI has made available to the Purchasers all
Phase I and Phase II Environmental Site Assessments for the Transferred Owned
Real Property.


 


Notwithstanding any other
provision of this Agreement, the representations and warranties set forth in
this Section 4.21 are the only
representations and warranties relating to Environmental Laws or Environmental
Permits made by Marconi and the Sellers under this Agreement.


 


4.22                           Effect of Transactions.  Except as set forth on Schedule 4.22,
to the Sellers’ knowledge, no executive officer, people manager or engineer of
the Business intends to terminate his or her employment with the Business.  Except as set forth on Schedule 4.22,
to the Sellers’ knowledge, no customer identified on Schedule 4.10(a) or
supplier identified on Schedule 4.10(c) intends to terminate,
or otherwise change in a manner materially adverse to the


 


47





















 


Business, its relationship with
the Business on account of the ownership of the Business by the Purchasers or
the consummation of any transactions contemplated hereby.


 


4.23                           Solvency.  On the Closing Date and immediately after the
consummation of the transactions contemplated hereby and under the Related
Agreements:  (a) neither Marconi nor
MCI shall intend, whether by virtue of the transactions contemplated hereby and
under the Related Agreements or otherwise, to hinder, defraud, or delay any of
its present or future creditors, (b) MCI shall be solvent (as such term is
determined for purposes of Section 548 of Title 11 of the United States
Code and under any applicable state Uniform Fraudulent Transfer Act or Uniform
Fraudulent Conveyance Act), (c) MCI shall not be engaged in business or a
transaction, and shall not be about to be engaged in business or a transaction,
for which any property remaining with MCI shall be an unreasonably small
capital, and (d) MCI shall not intend to incur, and shall not believe that
it is about to incur, debts that would be beyond MCI’s ability to pay as such
debts matured.


 


4.24                           Products; Product Liabilities.


 


(a)                                  In each of fiscal year 2003 and 2004, the aggregate amount of charges to
the Sellers’ reserve in connection with product liability or warranty matters
of the Business in the United States and Canada did not exceed 1.5% of the
aggregate equipment revenues for the Business in the United States and Canada
in such fiscal year.


 


(b)                                 Except as set forth in Schedule 4.24, (i) since January 1,
2001, there has been no material safety recall of any product manufactured by
the Business and (ii) since January 1, 2004, to the Seller’s
knowledge, no such safety recall has been threatened.


 


(c)                                  Since January 1, 2001, no
asbestos or asbestos containing materials have been used in the products of the
Business.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF
EMERSON AND THE PURCHASERS


 


Emerson and the
Purchasers, jointly and severally, represent and warrant to the Sellers as
follows:


 


5.1                                 Due Incorporation.  Emerson and each Purchaser is
duly organized, validly existing and, solely with respect to those entities
that are domiciled in jurisdictions that recognize the concept of good
standing, in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to own, operate and
lease its assets and to conduct its business as presently conducted.


 


5.2                                 Due Authorization.  Emerson and each Purchaser has
full corporate power and authority to execute, deliver and perform this
Agreement and its Related Agreements and to consummate the transactions
contemplated hereby and thereby.  The
execution, delivery and performance by Emerson and each Purchaser of this
Agreement and its Related Agreements and the consummation by Emerson and such
Purchaser of the transactions contemplated hereby and


 


48





















 


thereby have been duly authorized
by all necessary corporate action, including the approval of the board of
directors of Emerson and such Purchaser and (if required) shareholders of
Emerson and such Purchaser.  Emerson and
each Purchaser has duly and validly executed and delivered this Agreement and,
at or prior to the Closing, will have duly and validly executed and delivered
each of its Related Agreements.  Assuming
the due authorization, execution and delivery of this Agreement and the Related
Agreements by Marconi and each Seller (as applicable), this Agreement
constitutes, and each of the Related Agreements will after the Closing
constitute, Emerson’s and each Purchaser’s legal, valid and binding obligation,
enforceable against it in accordance with their respective terms, subject to
Enforceability Limitations.  The Canadian
Purchaser is a “WTO Investor” within the meaning of the Investment Canada Act.


 


5.3                                 Consents and Approvals; Authority
Relative to this Agreement.


 


(a)                                  Except for the HSR Compliance, the Mexican FCC Filing Requirement and as
set forth on Schedule 5.3, no
Consent of or with any Governmental Authority is necessary in connection with
the execution, delivery or performance by Emerson or any Purchaser of this
Agreement or any of its Related Agreements or the consummation by Emerson or
any Purchaser of the transactions contemplated hereby or thereby.


 


(b)                                 Except for the HSR Compliance, the Mexican FCC Filing Requirement and as
set forth on Schedule 5.3, the
execution, delivery and performance by Emerson and each Purchaser of this
Agreement and its Related Agreements, and the consummation by Emerson or any
Purchaser of the transactions contemplated hereby and thereby, do not and will
not:  (i) violate any Law applicable
to or binding on Emerson or any Purchaser or any of its assets; (ii) constitute
a breach or default of, or permit cancellation of, or result in the creation of
any Lien upon any of the assets of Emerson or any Purchaser under, or result in
or constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any Contract to which
Emerson or any Purchaser or any of its Affiliates is a party or by which
Emerson or any Purchaser or any of its Affiliates or any of their respective
assets is bound; (iii) permit the acceleration of the maturity of any
indebtedness of Emerson or any Purchaser or any of their Affiliates or
indebtedness secured by any of their respective assets; or (iv) violate or
conflict with any provision of the certificate  of incorporation or by-laws (or similar organizational documents) of
Emerson or any Purchaser.


 


5.4                                 Proceedings.. 
There are no
Proceedings pending, or, to the Purchasers’ knowledge, threatened, by or
against Emerson or any Purchaser or any of their Affiliates with respect to
this Agreement or the Related Agreements, or in connection with the
transactions contemplated hereby or thereby.


 


5.5                                 Financing..  Emerson has sufficient cash, available lines
of credit or other sources of immediately available funds to enable it to make
payment of the Purchase Price and any other amounts to be paid by the
Purchasers hereunder.


 


5.6                                 Independent Investigation..  In making the decision to enter into this
Agreement and the Related Agreements and to consummate the transactions
contemplated hereby and thereby, other than reliance on the representations,
warranties, covenants and obligations of


 


49





















 


Marconi and the Sellers (as
applicable) set forth in this Agreement and in the Related Agreements, Emerson
and the Purchasers have relied solely on their own independent investigation,
analysis and evaluation of the Business and the Assets (including the
Purchasers’ own estimate and appraisal of the value of the business, financial
condition, operations and prospects of the Business and the Assets).  Emerson and the Purchasers confirm to Marconi
and the Sellers that they are sophisticated and knowledgeable about the
Business and are capable of evaluating the matters set forth above.


 


5.7                                 Taxes. 
The Canadian Purchaser is a registrant for purposes of the tax imposed
under Part IX of the Excise Tax Act (Canada).  The Canadian Purchaser’s GST registration
number is 896659695RT0001.


 


5.8                                 Controlled Group Representation.  The U.S. Purchaser is a wholly-owned, direct
or indirect, subsidiary of Emerson.


 


ARTICLE VI


 


COVENANTS


 


6.1                                 Access to Information.  From and after the date of this
Agreement until the Closing Date, each Seller shall afford to the Purchasers
and their accountants, counsel, financial advisors and other representatives
reasonable access, upon reasonable notice during normal business hours, to all
the offices, personnel, properties, books, contracts, commitments, Tax Returns
and records to the extent relating to the Business or the Assets (but not
including Tax Returns in respect of income generated by such Assets) and during
such period shall furnish to the Purchasers and their accountants, counsel,
financial advisors and other representatives any information to the extent
relating to the Business or the Assets which is reasonably available to the
Sellers as the Purchasers may reasonably request; provided
that nothing herein will obligate any Seller to (a) take any actions that
would unreasonably interrupt the normal course of business of the Business or (b) violate
any Law or the terms of any Contract to which any Seller or any Affiliate of
any Seller is a party or to which any assets of any Seller or any Affiliate of
any Seller are subject, and provided, further, that if any
particular document or other item containing information to which the
Purchasers have the right of access pursuant to this Section 6.1
contains both (y) information related to the Business and (z) other
information, then the applicable Seller may, at its option, either (i) provide
a copy of such document or item to the Purchasers subject to the Purchasers’
obligations contained herein to keep such other information confidential or (ii) create
a new form of such document or item and provide the Purchasers with access to
such new form of document or item (which new form of document or item shall
incorporate all information that the Purchasers have the right to access  pursuant to this Section 6.1).


 


6.2                                 Preservation of Business.


 


(a)                                  From the date of this Agreement until the Closing Date, except as set
forth on Schedule 6.2 or as contemplated by this Agreement, each
Seller shall operate the Business in the ordinary course of business and in a
manner consistent with past practice and each Seller shall use its reasonable
efforts and take such actions as the Purchasers


 


50





















 


reasonably requests in order to keep
intact the Business, keep available the services of the Current Employees and
preserve the relationships of the Business with material customers, suppliers,
licensors, licensees and distributors; provided, however, that in
no event shall any Seller be required to take any action that would require
such Seller to incur any out-of-pocket expenses which such Seller would not
have otherwise incurred in the ordinary course of business.


 


(b)                                 Without limiting the generality of Section 6.2(a), except as
set forth on Schedule 6.2 or as
contemplated by this Agreement, prior to the Closing no Seller shall (in
relation to the Business), without the prior written consent of Emerson, which
shall not be unreasonably withheld or delayed:


 


(i)                                     sell, transfer, convey or otherwise dispose of any of the Assets having a
value in the aggregate in excess of $250,000
except for the sale of inventory and obsolete equipment in the ordinary course
of business and consistent with past practice;


 


(ii)                                  acquire any material assets having a value in the aggregate in excess of $250,000, except for the acquisition of inventory in the ordinary course of
business and consistent with past practice;


 


(iii)                               make any material changes in the accounting principles or practices of
the Business except for any such change after the date hereof required by
reason of a concurrent change in the Applicable Accounting Principles;


 


(iv)                              other than supply arrangements in the ordinary course of business, enter
into any material transaction with any Affiliate of any Seller (including
another Seller);


 


(v)                                 except as required by Law, (A) enter into, adopt, amend or terminate
any bonus, profit sharing, compensation, termination, stock option, stock appreciation
right, restricted stock, performance unit, pension, retirement, deferred
compensation, employment, severance or other employee benefit agreement, trust,
plan or fund for the benefit or welfare of any Current MCI Employee or Former
MCI Employee, or (B) increase the compensation or benefits of any Current
MCI Employee or Former MCI Employee, or enter into any Contract to do any of
the foregoing, except, in each case, for increases in compensation or any other
actions in the ordinary course of business consistent with past practice with
respect to Current MCI Employees other than senior management;


 


(vi)                              make any commitment for a capital expenditure, for additions or
improvements to the Transferred Real Property that would constitute a Purchased
Contract;


 


(vii)                           enter into, adopt, extend, renew or amend any collective bargaining
agreement or other Contract with any labor organization, union or association,
except in each case as required by Law;


 


51





















 


(viii)                        permit or allow any Asset to become subject to any Lien of any nature
whatsoever, other than Permitted Liens;


 


(ix)                                enter into any transaction, commitment, contract or agreement relating to
the Business or any Asset (including the acquisition or disposition of any
assets) or any relinquishment of any contract or other right, in either case,
material to the Business, other than transactions and commitments in the
ordinary course of business consistent with past practices and those
contemplated by this Agreement;


 


(x)                                   acquire by merging or consolidating with, or by purchasing a substantial
portion of the assets of, or by any other manner, any business or any
corporation, partnership, association or other business organization or
division thereof;


 


(xi)                                acquire fee simple title to, or an ownership interest in, any real
property that would be an Asset or, enter into any lease (or renewal of any
lease) of real property that would be an Asset;


 


(xii)                             enter into, amend in a manner materially adverse to the Business,
terminate or extend any material license, material option or other material
agreement pertaining to the Transferred Intellectual Property with any Person;


 


(xiii)                          enter into any Contract containing a covenant not to compete or any other
covenant restricting the development, manufacture, marketing or distribution of
the products and services of the Business or amend or extend in a manner
adverse to the Business any such covenant in any Purchased Contract;


 


(xiv)                         make any purchase commitment with terms and conditions not in the
ordinary course of business consistent with past practice or for a period of
greater than six months;


 


(xv)                            accelerate (A) the delivery of products or services under any
Contract for the sale or distribution of any products manufactured or services
performed by the Business other than at the request of the customer or (B) the
collection of any outstanding Accounts Receivable;


 


(xvi)                         waive or surrender any material rights related to any pending or
threatened Proceeding to the extent affecting the Business or Assets; or


 


(xvii)                      agree or commit to do any of the foregoing.


 


(c)                                  From the date of this Agreement until the Closing, each Seller shall, in
relation to its conduct of the Business (other than in relation to Excluded
Assets or Retained Obligations) or its ownership of the Assets:


 


(i)                                     use reasonable efforts to maintain the Assets in all material respects in
good working order, in accordance with the past practice of the Business;


 


52





















 


(ii)                                  upon acquiring knowledge of any damage (other than immaterial damage),
destruction or loss to, or condemnation of, any material Asset, (A) promptly
notify the Purchasers, (B) make all available claims against insurance
policies covering such Asset (the “Pre-Closing Insurance Claims”) and (C) consult
with the Purchasers as to the application of any and all insurance proceeds
with respect thereto to repair, replace or restore such Asset;


 


(iii)                               use reasonable efforts to maintain its level and quality of Accounts
Receivable, Inventory and spare parts in the ordinary course of business so as
to be sufficient for the conduct of the Business by the Purchasers following
Closing in substantially the same manner as conducted on March 31, 2004
and as currently conducted by each Seller; and


 


(iv)                              segregate any proceeds received prior to the Closing from any insurance
claims (the “Claims Proceeds”) into a separate account and retain any
such Claims Proceeds in such account until the Closing; provided, however,
that (A) any Claims Proceeds received under an insurance policy as a
result of damage to or destruction of an Asset (other than Inventory) may,
subject to Section 6.2(c)(ii), be used to replace the damaged or
destroyed Asset and (B) any Claims Proceeds received under an insurance
policy as a result of damage to or destruction of Inventory need not be
segregated into a separate account and may be used or disbursed in each Seller’s
sole discretion.


 


(d)                                 From the date hereof until the Closing:


 


(i)                                     promptly after any Seller or any Affiliate of any Seller acquires
knowledge of any such matter, such Seller or its Affiliates shall advise the
U.S. Purchaser in writing of (A) any material failure of Marconi or any
Seller to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it hereunder and (B) the occurrence or
nonoccurrence of any event, the occurrence or nonoccurrence of which would
reasonably be likely to cause any condition to the obligations of the
Purchasers to effect the Closing hereunder not to be satisfied or that calls
into question the ability of Marconi or any Seller or their Affiliates to enter
into or enforce any of the Related Agreements; and


 


(ii)                                  promptly after any Purchaser or any Affiliate of any Purchaser acquires
knowledge of any such matter, the Purchasers shall advise MCI in writing of (A) any
material failure of Emerson or any Purchaser to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder and (B) the occurrence or nonoccurrence of any event, the
occurrence or nonoccurrence of which would reasonably be like to cause any
condition to the obligations of any Seller to effect the Closing hereunder not
to be satisfied or that calls into question the ability of Emerson or any
Purchaser to enter into or enforce any of the Related Agreements.


 


53





















 


6.3                                 Consents and Approvals.


 


(a)                                  On the terms and subject to the conditions of this Agreement, each party
shall use its reasonable best efforts to cause the Closing to occur, including taking all
reasonable actions necessary (i) to comply promptly with all legal
requirements that may be imposed on it or any of its Affiliates with respect to
the Closing, including complying with the HSR Compliance and the Mexican FCC
Filing Requirement, and (ii) to obtain or make each other Consent of or
with a Governmental Authority which if not obtained or made would reasonably be
expected to have a material adverse effect on the ability of the parties to
consummate the transactions contemplated hereby.  For purposes of this Section 6.3, the “reasonable best efforts” of the Purchasers and Emerson shall include, as
applicable, (i) opposing any motion or action for a temporary, preliminary
or permanent injunction against or other prohibition of the Closing and (ii) entering
into a consent decree, other order or other agreement, or giving an assurance,
commitment or undertaking, containing the applicable Purchaser’s or Emerson’s
agreement to hold separate and divest (pursuant to any terms as may be required
by any Governmental Authority) the business, products and assets of any product
or service lines of the Business and/or any other business, product line,
service line, division or Subsidiary of such Purchaser or Emerson
and/or any Affiliate of such Purchaser or Emerson and otherwise to take such
other action as may be required by any Governmental Authority; provided,
however, that, subject to Section 6.3(f), neither any
Purchaser nor Emerson shall be required to hold separate and divest any assets,
business, product line, service line or subsidiary if such divestiture would
reasonably be expected to have (x) a material adverse effect on the Purchasers
and Emerson, as a whole or (y) a Business Material Adverse Effect.  Subject to the foregoing proviso, for these
purposes, and without limiting the foregoing, if in the opinion of MCI or
Emerson acting in good faith, any Governmental Authority will only, or is only
likely to, give any Consent promptly, or at all, if such Governmental Authority
shall receive assurances, commitments, undertakings or consent decrees (each, a
“Relevant Assurance”) from the
Purchasers or Emerson, then the Purchasers or Emerson shall, in consultation
with MCI, as soon as practicable, prepare and submit for approval to such
Governmental Authority all such Relevant Assurances, having afforded MCI the
opportunity to review any such draft Relevant Assurance before submission,
execution, publication or release to the relevant Governmental Authority and
with a view to there being as much time as possible available for review,
comment and agreement with MCI.  The
Purchasers shall be responsible for transferring, applying for, or otherwise
obtaining (in the name of the Purchasers or any Affiliate of the Purchasers)
all Permits that are required for the conduct of the Business by the Purchasers
from and after the Closing, including the Permits set forth on Schedule 4.14
and the Environmental Permits set forth on Schedule 4.21(b), within
the period of time required by any Law or Governmental Authority.


 


(b)                                 In furtherance and not limitation of the provisions of Section 6.3(a), each Seller and each
Purchaser shall cooperate with the other parties with respect to obtaining and
making the Consents of Governmental Authorities.  Each Seller and each Purchaser shall promptly
provide drafts to the other parties, allow reasonably adequate time for comment
by the other parties and consult promptly with the other parties with respect
to the contents of all notifications, filings, submissions, further
documentation and evidence


 


54





















 


to be submitted to all relevant
Governmental Authorities.  Each Seller
and each Purchaser shall, in each case where permitted by the relevant
Governmental Authority, allow Persons nominated by the other parties to attend
all meetings with Governmental Authorities and, where appropriate, to make oral
submissions at such meetings.  Each
Purchaser and each Seller shall (i) furnish to the other such necessary
information and reasonable assistance as the other may require in connection
with its preparation of any notification, filing, submission or further
documentation or evidence that is necessary in obtaining and making Consents of
Governmental Authorities and (ii) promptly disclose to the other all
correspondence received from or sent to any relevant Governmental Authority in
connection herewith and shall keep the other fully informed of any other
related communication in whatever form with any of the relevant Governmental
Authorities.  Each Purchaser and each
Seller shall comply promptly with any inquiry or request for additional
information from any relevant Governmental Authority in connection herewith and
shall promptly provide any supplemental information requested in connection
with the notifications, filings and/or submissions made hereunder for the
purposes of obtaining and making the Consents of Governmental Authorities.


 


(c)                                  Each party shall, and shall cause its Affiliates to, use its reasonable
best efforts (at its own expense) to obtain, and to cooperate in obtaining, all
Consents from third parties in respect of Purchased Contracts to the extent
such Purchased Contracts require such Consents as a result of the transactions
contemplated hereby; provided, however, that the parties shall
not be required to pay or commit to pay any amount to (or incur any obligation
in favor of) any Person from whom any such Consent may be required (other than
nominal filing or application fees) except that the parties shall share equally
the consent or transfer fees applicable to the contracts set forth on Schedule 4.3(b) under
the heading “IT Contracts”.  The
Purchasers acknowledge that certain Consents with respect to the transactions
contemplated by this Agreement may be required from parties to Contracts and
that such consents and waivers have not been obtained.  Subject to Section 2.3,
no Seller or any of their respective Affiliates shall have any liability
whatsoever to the Purchasers arising out of or relating to the failure to
obtain any Consents that may be required in connection with the transactions
contemplated by this Agreement or because of the termination of any Purchased
Contract as a result thereof.


 


(d)                                 Without limiting the terms of this Section 6.3,
MCI and the U.S. Purchaser shall (i) within ten (10) days after the
date of this Agreement file with the Antitrust Division and the FTC the
notification and report form, if required by the HSR Act, for the transactions
contemplated hereunder, requesting early termination of the waiting period
thereunder, (ii) respond promptly to inquiries from the Antitrust Division
or the FTC in connection with such filings, including providing any
supplemental information that may be requested by the Antitrust Division or the
FTC, and (iii) provide to the other party copies of any filings made under
the HSR Act at the time they are filed with the Antitrust Division or the FTC.


 


(e)                                  Without limiting the terms of
this Section 6.3, the applicable Seller and the applicable
Purchaser will (i) within ten (10) days after the date of this
Agreement file with the Mexican FCC the notification, if required by the
Mexican Competition Law, for


 


55





















 


the transactions
contemplated hereunder, and (ii) respond promptly to inquiries from the
Mexican FCC in connection with such filings, including providing any
supplemental information that may be requested by the Mexican FCC, and (iii) provide to the other party copies of any filings made
under the Mexican Competition Law at the time they are filed with the Mexican
FCC.


 


(f)                                    Notwithstanding anything in this Agreement to the contrary, Emerson and
the Purchasers acknowledge and agree that Emerson and the Purchasers bear the
sole responsibility to obtain any approvals required under the Mexican
Competition Law.  Emerson and the
Purchasers further acknowledge and agree that neither the absence of such
approvals nor any action taken or required by the Mexican FCC or any other
Governmental Authority in Mexico shall:


 


(i)                                     reduce the amount of the Purchase Price; or


 


(ii)                                  prevent or delay the Closing of the transactions contemplated herein,
except that, in the case of an injunction or other legal restraint issued after
the date hereof by a Governmental Authority preventing consummation of those
transactions (or portions of transactions) with substantive effects in Mexico
(the “Prevented Mexican Transactions”), (A) Emerson (on behalf of
the Purchasers) shall nevertheless pay the full amount of the Purchase Price to
the Sellers at the Closing in accordance with Section 3.1, (B) the
Prevented Mexican Transactions shall be consummated upon the expiration of such
injunction or other legal restraint or as soon as practicable thereafter and (C) the
Closing Working Capital shall be determined in accordance with the terms of
this Agreement as if the Prevented Mexican Transactions had been consummated at
the Closing.


 


6.4                                 Marconi Name.


 


(a)                                  The Purchasers acknowledge that the Marconi Name is and shall remain the
property of the Sellers or their Affiliates and that nothing in this Agreement
shall transfer or shall operate as an agreement to transfer any right, title or
interest in the Marconi Name to the Purchasers or any Affiliate of the Purchasers.


 


(b)           Subject to Sections
6.4(c) and 6.4(d), no Seller is granting any Purchaser a license to use, and
neither the Purchasers nor any of their Affiliates shall have any title, right
or interest in or to, the Marconi Name after the Closing.


 


(c)                                  The Purchasers agree:


 


(i)                                     that, as soon as reasonably practicable following the Closing, but in any
event, within sixty (60) days following the Closing Date, no stationery,
purchase order, invoice, receipt or other similar document containing any
reference to the Marconi Name shall be printed, ordered or produced by or on
behalf of the Purchasers or any of their Affiliates and that the Purchasers
shall, and shall cause all of their applicable Affiliates to, (A) cease to
use any stationery, purchase order, invoice, receipt or other similar document
containing any reference to the Marconi Name or (B) only use such


 


56





















 


stationery, purchase order, invoice,
receipt or other similar document after having deleted, pasted over or placed a
sticker over such references;


 


(ii)                                  as soon as reasonably practicable following the Closing, and in any event
no later than one hundred twenty (120) days after the Closing Date, to remove
the Marconi Name from all premises, signs and vehicles which are included in
the Assets or made available to the Purchasers in connection herewith;


 


(iii)                               that following the Closing, no brochures, leaflets or similar documents
and no packaging containing any reference to the Marconi Name shall be printed,
ordered or produced by or on behalf of the Purchasers or any of their
Affiliates and, with respect to existing brochures, leaflets or similar
documents and packaging containing a reference to the Marconi Name, that the
Purchasers shall use their reasonable efforts to ensure that, as soon as
reasonably practicable but in no event later than sixty (60) days following the
Closing Date, such references are deleted, pasted over or a sticker is put over
such references; and


 


(iv)                              that they shall use their reasonable efforts to ensure that, from and
following the Closing, no stocks, goods, products, services or software are
manufactured, produced or provided by or on behalf of the Purchasers or any of
their Affiliates showing, having marked thereon or using the Marconi Name.


 


(d)                                 The Purchasers shall have the right to continue to use “marconi.com” as
an e-mail address for Transferred Employees for a period of three (3) months
following the Closing.


 


(e)                                  Notwithstanding any other provision of this Agreement, it is understood
and agreed that the remedy of indemnity payments pursuant to Article XII and other remedies at law
would be inadequate in the case of any breach of the covenants contained in
this Section 6.4.  Accordingly, each Seller shall be entitled,
without limiting its other remedies and without the necessity of proving actual
damages or posting any bond, to equitable relief, including the remedy of
specific performance or injunction, with respect to any breach or threatened
breach of such covenants and each Purchaser (on behalf of itself and its
Affiliates) consents to the entry thereof.


 


6.5                                 Brokers.  Regardless of whether the
Closing shall occur, (a) Marconi shall indemnify each Purchaser and its
Affiliates against, and hold each Purchaser and its Affiliates harmless from,
any and all liability for any brokers’ or finders’ fees or other commissions
arising with respect to brokers or finders retained or engaged by MCI or any of
its Affiliates in respect of the transactions contemplated by this Agreement, and
(b) Emerson shall indemnify each Seller and its Affiliates against, and
hold each Seller and its Affiliates harmless from, any and all liability for
any brokers’ or finders’ fees or other commissions arising with respect to
brokers or finders retained or engaged by such Purchaser or any of its
Affiliates in respect of the transactions contemplated by this Agreement.


 


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6.6                                 Preservation of Books and Records; Access
and Assistance.


 


(a)                                  Upon reasonable request and during normal business hours, the Purchasers
and the Sellers shall reasonably cooperate with each other, and shall cause
their respective representatives to reasonably cooperate with each other, after
the Closing to ensure the orderly transition of the Business from the Sellers
to the Purchasers and to minimize any disruption to the Business and the other
respective businesses of the Sellers and the Purchasers that might result from
the transactions contemplated hereby. 
Notwithstanding the previous sentence, no party shall be required to
incur material out-of-pocket expenses of any kind in connection with complying
with this Section 6.6(a).


 


(b)                                 For a period of ten (10) years after the Closing Date, the
Purchasers shall preserve and retain all Information and Records and other
accounting, legal, auditing and other books and records (including any
documents relating to any governmental or non-governmental claims, actions,
suits, proceedings or investigations with respect to any Seller) relating to (i) the
conduct of the Business or (ii) the ownership of the Assets on or prior to
the Closing Date.  Notwithstanding the
foregoing, during such ten (10) year period, the Purchasers may dispose of
any such books and records which are offered to, but not accepted by, MCI.


 


(c)                                  After the Closing Date, the Purchasers shall permit each Seller and its
authorized representatives to have reasonable access to, and to inspect and
copy, all Information and Records and other books and records referred to in Section 6.6(b) and to
meet with officers and employees of the Purchasers on a mutually convenient
basis in order to obtain explanations with respect to such Information and
Records and books and records and to obtain additional information.


 


(d)                                 In the event and for so long as any party hereto is contesting or
defending against any third-party charge, complaint, action, suit, proceeding,
hearing, investigation, claim or demand in connection with (i) any
transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing
Date involving any Asset or the Business, each other party hereto shall use its
reasonable best efforts to, in a timely manner, (A) fully cooperate with
it and its counsel in, and assist it and its counsel with, the contest or
defense, (B) make available its personnel (including for purposes of fact
finding, consultation, interviews, depositions and, if required, as witnesses),
and (C) provide such information, testimony and access to its books and
records, in each case as shall be reasonably requested in connection with the
contest or defense, all at the sole cost and expense (not including employee
compensation and benefits costs) of the contesting or defending party (unless
the contesting or defending party is entitled to indemnification therefor under
Article XII).  For the avoidance of doubt, this Section 6.6(d) shall
not apply with respect to disputes between the parties hereto.


 


6.7                                 Insurance.  Subject to the following two
sentences, the Purchasers acknowledge that (a) all of the insurance
policies maintained by MCI or any of its Affiliates prior to the Closing Date
will be terminated with respect to the Business effective as of the Closing
Date and


 


58





















 


(b) upon such termination,
the  Business will cease to be covered
under such policies and the Purchasers will have to obtain replacement coverage
(including coverage as the Purchasers deem appropriate for the Assets, the
operation of the Business and the satisfaction of the Assumed
Obligations).  Upon the written request
of Emerson, Marconi and the Sellers shall use their reasonable efforts to cooperate
with Emerson and its Affiliates in efforts Emerson and its Affiliates undertake
to investigate and pursue potential claims under policies of insurance of
Marconi or third parties in effect at any time prior to the Closing Date which
may relate to the Assumed Obligations. 
Emerson shall bear all out-of-pocket expenses (including all deductibles
and/or retentions) incurred by Marconi and any Seller in connection with such
cooperation and shall reimburse Marconi and any Seller for any increase in
insurance premiums imposed on Marconi or such Seller that can reasonably be
attributed to the use by Emerson or its Affiliates of Marconi’s or its
Affiliate’s insurance under this Section 6.7.


 


6.8                                 Confidentiality.


 


(a)                                  Each Purchaser acknowledges that the information being provided to it in
connection with the transactions contemplated hereby is subject to the terms of
the Confidentiality Agreement, the terms of which are incorporated herein by
reference.  Effective upon, and only
upon, the Closing, the Confidentiality Agreement shall terminate with respect
to information relating solely to (i) the Business and/or (ii) the
Assets.  Each Purchaser acknowledges that
any and all other information provided to it prior to the Closing by MCI or any
of its Affiliates or representatives shall remain subject to the terms and
conditions of the Confidentiality Agreement after the Closing.


 


(b)                                 Each Purchaser acknowledges that, subsequent to the Closing, it may be
furnished with, receive or otherwise have access to, information associated
with the Other Marconi Businesses, including information contained in
Intellectual Property of the Other Marconi Businesses (collectively, “Confidential
Information”).  Each Purchaser
further acknowledges that certain Transferred Employees that such Purchaser
will hire in connection with the transactions contemplated hereby may have
obtained Confidential Information, and that these employees have previously
signed confidentiality agreements which contain covenants prohibiting the use
or disclosure of such Confidential Information.


 


(c)                                  Subsequent to the Closing, the Purchasers shall not disclose, and shall
maintain the confidentiality of, all Confidential Information, except to the
extent such information can be shown to have been (i) previously and
lawfully known on a nonconfidential basis by the Purchasers, (ii) in the
public domain through no fault of the Purchasers or (iii) later lawfully acquired
by the Purchasers from sources other than the Sellers or their Affiliates which
are not prohibited from disclosing such information by a legal, contractual,
fiduciary or other obligation.  If any
Purchaser is requested or required (by oral questions, interrogatories,
requests for information, subpoena, civil investigative demand, or similar
process) to disclose any Confidential Information, it is agreed that such
Purchaser will provide MCI with prompt written notice of such request(s) so
that MCI may seek an appropriate protective order and/or waive compliance with
the provisions of this Section 6.8.  If, failing the entry of a protective order or
the receipt of a waiver hereunder, such Purchaser is, in the opinion of
counsel, legally compelled to


 


59


















 


disclose the Confidential Information
under pain of liability for contempt or other censure or penalty, such
Purchaser may disclose only that portion of such information as is legally
required without liability hereunder; provided, that such Purchaser agrees
to exercise its reasonable best efforts to obtain assurance that confidential
treatment will be accorded such information. 
Each Purchaser shall use at least the same degree of care to safeguard
and to prevent the disclosure, publication, dissemination, destruction, loss or
alteration of the Confidential Information as it employs to avoid unauthorized
disclosure, publication, dissemination, destruction, loss, or alteration of its
own information (or information of its customers) of a similar nature, but in
no case less than reasonable care.  The
Purchasers shall not (i) use any Confidential Information in any manner, (ii) make
any copies of any Confidential Information, (iii) acquire any right in or
assert any Lien against any Confidential Information, (iv) sell, assign,
transfer, lease, license or otherwise dispose of any Confidential Information
to third parties or commercially exploit any Confidential Information,
including through derivative works, or (v) refuse for any reason
(including a default or breach of this Agreement or any Related Agreement by
any Seller) to promptly provide any tangible embodiments of the Confidential
Information (including copies thereof) to MCI if requested to do so, in the
form reasonably requested.  The
Purchasers agree to respect the terms and conditions of the confidentiality
agreements referenced in Section 6.8(b) above, including by
not seeking or requiring the disclosure of any Confidential Information by such
employees in breach of such confidentiality agreements.


 


(d)                                 Nothing contained in this Agreement shall be construed as obligating MCI
or any of its Affiliates to disclose any Confidential Information to the
Purchasers, or as granting to or conferring on the Purchasers, expressly or
impliedly, any right, title, interest or license to any Confidential
Information or any components thereof. 
Nothing in this Agreement shall preclude the Sellers from providing a
copy of this Agreement to the Pension Benefit Guaranty Corporation.


 


(e)                                  Notwithstanding any other provision of this Agreement, it is understood
and agreed that the remedy of indemnity payments pursuant to Article XII and other remedies at law
may be inadequate in the case of any breach of the covenants contained in this Section 6.8.  Accordingly, each Seller shall be entitled to
seek equitable relief, including the remedies of specific performance and
injunction, with respect to any breach or attempted breach of such covenants.


 


6.9                                 Guarantees.  The Purchasers will cooperate
with the Sellers in obtaining, and use their respective reasonable best efforts
to obtain, a full and unconditional release of all Marconi Guarantees,
including by agreeing to enter into a replacement guarantee in favor of any
third party creditor who is a beneficiary of such Marconi Guarantee.


 


6.10                           Taxes.


 


(a)                                  Cooperation.  After the Closing, each Seller
and each Purchaser shall reasonably cooperate in preparing and filing all Tax
Returns to the extent such filing requires providing necessary information,
records and documents relating to (i) the


 


60





















 


Assets or (ii) the Business.  Each Seller and each Purchaser shall
cooperate in the same manner in defending or resolving any audit, examination
or litigation relating to Taxes.


 


(b)                                 Property Taxes.  All real estate, personal property, and ad
valorem Taxes relating to the Assets for all taxable periods ending on or
before the Closing Date shall be paid by the Sellers.  All such Taxes for a taxable period which
includes (but does not end on) the Closing Date shall be prorated to the
Closing Date taking into account any payments of such Taxes by any party.  In connection with such proration, in the
event the actual Tax figures for the year in which the Closing occurs are not
available at the Closing Date, proration of Taxes shall be based on the actual Taxes for the preceding
year for which actual Tax figures are available and, when the actual Taxes for
the year in which the Closing occurs become available, the parties shall
readjust the proration in question and the party that received a credit or
payment in excess of its proper share shall promptly pay the other appropriate
party the amount of the excess.  The amount due a party as a result of such
proration shall be paid to the other party at the Closing.  At such time that the actual Tax figures are
available, such Taxes shall be prorated based on such actual figures and the
party who paid less than its prorated share of such Taxes shall pay the other
appropriate party such deficiency within ten (10) days of the
determination of the actual proration.


 


(c)                                  Taxes Related to Transaction.  The Purchasers, on the one hand, and the
Sellers, on the other hand, shall equally bear the cost of all sales, use,
value-added or transfer Taxes, arising out of the transfer of the Assets
pursuant to this Agreement; provided, however, that any
value-added Taxes imposed by a Governmental Authority in Mexico for which the
Mexican Purchaser is entitled to a credit shall be borne solely by the Mexican
Purchaser (it being agreed that the Sellers shall reimburse the Mexican
Purchaser one-half of such Taxes to the extent the Mexican Purchaser has not
received a refund or other credit of such Taxes within one year after the
Mexican Purchaser has filed for a refund or credit, the Mexican Purchaser being
required to reimburse the Sellers one half of any refund or credit subsequently
received).  The Sellers shall pay all costs and expenses
incurred in connection with transferring the Assets, except for the Purchasers’
share of the Taxes referred to in the preceding sentence, and except that the
Purchasers shall pay the costs and expenses (except for the Sellers’ share of
the Taxes referred to in the preceding sentence) incurred to record the
documents.  The
sales, use, value-added and transfer Tax Returns required by reason of said
transfer shall be timely prepared by the party legally obligated to make such
filing.  The parties agree to cooperate
with each other in connection with the preparation and filing of such Tax
Returns, in obtaining all available exemptions from such sales, use,  value-added and transfer Taxes and in timely
providing each other with resale certificates and any other documents necessary
to satisfy any such exemptions.


 


(d)                                 Canadian Taxes.  Marconi Canada and the Canadian Purchaser
agree to make a joint election under Section 167 of the Excise Tax Act
(Canada) and any provincial equivalent. 
Furthermore, Marconi Canada and the Canadian Purchaser agree to make a
joint election, under Section 22 of the Income Tax Act (Canada) and any
provincial equivalent, with respect to any or all of the Accounts Receivable
owned by Marconi Canada and included in the Assets.


 


61





















 


6.11                           Agreement Not to Compete.


 


(a)                                  For a period of five (5) years from the Closing Date, the Sellers
shall not, and shall cause their Affiliates not to, directly or indirectly:


 


(i)                                     engage either as a principal or for its own account or solely or jointly
with others or as a stockholder of any corporation or joint stock association,
in competition with the Purchasers, in the Restricted Business anywhere in the
world; or


 


(ii)                                  engage either as a principal or for its own account or solely or jointly
with others or as a stockholder of any corporation or joint stock association,
in competition with the Purchasers, in the Restricted Services in North or
South America; or


 


(iii)                               solicit or encourage any Transferred Employee, whose base salary at the
date hereof is in excess of $75,000, to leave the employment of a Purchaser or
any of its Affiliates, except for a person who responds to a public
advertisement which is not solely aimed at such employee or Transferred
Employees or who is first approached when no longer an employee of a Purchaser
or any of its Affiliates.


 


(b)                                 Notwithstanding the terms of Section 6.11(a), nothing in Section 6.11(a) shall
prohibit or otherwise restrict any Seller or its Affiliates from:


 


(i)                                     carrying on or developing any business (including the Other Marconi
Businesses), other than the Restricted Business and the Restricted Services,
anywhere in the world;


 


(ii)                                  reselling any products that compete with the products of the Restricted
Business; provided, that (A) such products are not designed,
developed or manufactured by any Seller or its Affiliates and (B) the
resale of such products is carried on pursuant to Contracts relating primarily
to the provision by any Seller or its Affiliates of (x) any services other than
the Restricted Services or (y) any products that are not included in the Restricted
Business;


 


(iii)                               solely with respect to Marconi Federal and Marconi Middle East, reselling
any OPPS products or any products that compete with the products included in
the Restricted Business; provided, that such products are not designed, developed
or manufactured by Marconi Federal or Marconi Middle East (as applicable);


 


(iv)                              solely with respect to Marconi Federal, engaging in the Restricted
Services;


 


(v)                                 designing, developing, manufacturing, marketing or selling enclosures (A) as
a component part of the electronic systems sold by any Seller or its Affiliates
or (B) pursuant to any warranty obligation;


 


(vi)                              designing, developing, manufacturing, marketing or selling connection or
protection products (A) as a component part of the electronic systems sold
by any Seller or its Affiliates or (B) pursuant to any warranty
obligation;


 


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(vii)                           designing, developing, manufacturing, marketing or selling power systems
or power products (A) as a component part of the electronic systems sold
by any Seller or its Affiliates or (B) pursuant to any warranty
obligation;


 


(viii)                        designing, developing, manufacturing, selling or installing hardware or
software test systems for the purpose of maintaining line service to
subscribers and qualifying lines for application of broadband technology;
provided, that (A) such hardware or test systems are used for diagnostic,
interoperability or test purposes with respect to any products of any Seller or
its Affiliates or (B) such hardware or test systems are sold (x) as a
component part of the electronic systems sold by any Seller or its Affiliates
or (y) pursuant to any warranty obligation; or


 


(ix)                                owning (A) less than an aggregate of five percent (5%) of any class
of stock of a Person engaged, directly or indirectly, in all or a portion of
the Restricted Business; or (B) less than ten percent (10%) in value of
the indebtedness of a Person engaged, directly or indirectly, in all or a
portion of the Restricted Business.


 


(c)                                  Notwithstanding any other provision of this Agreement, it is understood
and agreed that the remedy of indemnity payments pursuant to Article XII
and other remedies at Law may be inadequate in the case of any breach of the
covenants contained in Section 6.11(a).  Accordingly, the Purchasers shall be entitled
to seek equitable relief, including the remedy of specific performance, with
respect to any breach or attempted breach of such covenants.


 


(d)                                 Notwithstanding anything to the contrary, Section 6.11(a) shall
not apply to any third party which (i) acquires a majority equity interest
in Marconi or in any of the Affiliates of Marconi or (ii) acquires all or
a portion of the business or assets of Marconi or any of the Affiliates of
Marconi, regardless of the form of such transaction, and Section 6.11(a) shall
not apply to any of the Affiliates of such third party (other than the entity
Marconi and the entities which were Affiliates of Marconi prior to such
acquisition).


 


(e)                                  The Sellers acknowledge that the Purchasers would not have entered into
this Agreement absent the provisions of this Section 6.11.


 


6.12                           Access Non-Compete Restrictions.  In accordance with Section 4.4
of the Access Cross License Agreement and Section 6.11 of the Access Asset
Purchase Agreement, the Purchasers hereby agrees that, for a period commencing
on the Closing Date and terminating on February 20, 2009, the Purchasers
shall be subject to, and the Purchasers shall comply with, Section 6.11 of
the Access Asset Purchase Agreement (the “Access
Non-Compete Restrictions”); provided,
however, that the Access Non-Compete
Restrictions shall apply to the Purchasers to the extent and only to the extent
of the products, materials and services of the Business or the Assets (or
Evolutions thereof) that after the Closing continue to be subject to the
licenses under the Access Cross License Agreement.


 


6.13                           CSC. 
[***].


 


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6.14                           Notices of Certain Events.  Between the date hereof and the Closing, MCI
and the U.S. Purchaser, upon becoming aware thereof, each shall promptly notify
the other party of:


 


(a)                                  any written notice or other written communication from any Person
alleging that the Consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement;


 


(b)                                 any written notice or other written communication from any Governmental
Authority in connection with the transactions contemplated by this Agreement;


 


(c)                                  any Proceedings commenced or, to its knowledge threatened against, such
party (i) relating to or involving or otherwise affecting the Business
that, if pending on the date of this Agreement, would have been required to
have been disclosed pursuant to Section 4.11 or (ii) relating
to the consummation of the transactions contemplated by this Agreement; and


 


(d)                                 the damage or destruction by fire or other casualty of any Asset or part
thereof or in the event that any Asset or part thereof becomes the subject of
any proceeding or, to the Sellers’ knowledge, threatened proceeding for the
taking thereof or any part thereof or of any right relating thereto by
condemnation, eminent domain or other similar governmental action.


 


6.15                           Release of Liens.


 


(a)                                  Marconi, MCI and Marconi IP shall take all actions required of Marconi,
MCI and Marconi IP under the Indentures and the applicable security agreements
related thereto to cause the Liens encumbering the Assets owned by MCI and
Marconi IP under the Indentures and the applicable security agreements related
thereto to be terminated and released at the Closing.


 


(b)                                 Each Seller shall take all actions required of such Seller to cause any
other Liens encumbering the Assets (other than Permitted Liens) to be
terminated and released at the Closing. 
Each Seller shall use its respective reasonable efforts to cause all
other actions necessary for such Liens to be terminated and released at the
Closing to be taken at or prior to the Closing. 
Within one Business Day after the Closing Date, each Seller, as
applicable, shall make all filings (including UCC-3s), or use their reasonable
efforts to cause the holders of the Liens encumbering the Assets (other than
Permitted Liens) to make such filings, in all local, state and foreign
jurisdictions necessary to publicly notice the termination and release of such
Liens.  All such releases and filings
shall be in the form and substance reasonably acceptable to the Purchasers.


 


6.16                           Quarterly Management Accounts.  MCI shall deliver to the Purchasers the June Balance
Sheet and June Income Statement as soon as available and in any event no
later than July 15, 2004.


 


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6.17                           Employee IP Agreements.  Prior to the Closing, the Sellers shall use
their respective reasonable best efforts to obtain appropriate executed
intellectual property assignment agreements with the employees listed on Schedule 4.12(c).


 


ARTICLE VII


 


CONDITIONS PRECEDENT TO
OBLIGATIONS OF EMERSON AND THE PURCHASERS


 


The obligations of
Emerson and the Purchasers under Articles II, III, and IX
are subject to the satisfaction or waiver by Emerson of the following
conditions precedent on or before the Closing Date:


 


7.1                                 Warranties True.  The representations and
warranties of Marconi and each Seller contained in this Agreement and in any
certificate delivered by Marconi or any Seller pursuant hereto (a) that
are qualified by materiality or Business Material Adverse Effect shall be true
at and as of the Closing Date as if made at and as of such date (except to the
extent that any such representation or warranty is made solely as of the date
hereof or as of another date earlier than the Closing Date, in which case such
representation or warranty shall be true as of such date), and (b) that
are not qualified by materiality or Business Material Adverse Effect shall be
true in all material respects at and as of the Closing Date as if made at and
as of such time (except to the extent that any such representation or warranty
is made solely as of the date hereof or as of another date earlier than the
Closing Date, in which case such representation and warranty shall be true in
all material respects as of such date).


 


7.2                                 Compliance with Agreements and Covenants.  Marconi and each Seller shall
have in all material respects performed and complied with all of its respective
covenants and obligations contained in this Agreement to be performed and
complied with by it on or prior to the Closing Date.


 


7.3                                 Certificate of Compliance.  Marconi shall have delivered to
the Purchasers a certificate of Marconi dated as of the Closing Date, executed
by a duly authorized officer of Marconi, certifying as to the satisfaction of
the conditions set forth in Section 7.1 and Section 7.2.


 


7.4                                 HSR Act.  Any applicable waiting period
under the HSR Act shall have expired or been earlier terminated without action
by the Antitrust Division or the FTC to prevent consummation of the
transactions contemplated by this Agreement.


 


7.5                                 Mexican FCC Filing Requirement. 
Any Mexican FCC Filing Requirement relating to the transactions
contemplated by this Agreement shall have been made.


 


7.6                                 No Injunctions or Other Legal Restraints.  No injunction or other legal
restraint or prohibition enacted, entered, promulgated, enforced or issued by
any Governmental Authority in the United States of America or Canada preventing
the consummation of the Closing shall have come into effect after the date of
this Agreement and continue to be in effect.


 


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7.7                                 Absence of Proceedings.  There shall not be instituted or
pending any Proceeding brought by any Governmental Authority in the United
States of America or Canada challenging or seeking to restrain or prohibit the
Closing or any other transaction contemplated by this Agreement or the Related
Agreements or seeking to obtain from the Purchasers or any of their Affiliates
in connection with the Closing any damages that are material in relation to the
Purchasers and their Affiliates, taken as a whole.


 


7.8                                 Related Agreements.  The Purchasers shall have received from
Marconi, each Seller,  Marconi Federal
and Marconi Middle East (as applicable) a duly executed copy of each Related
Agreement to which such Person is a party.


 


7.9                                 Release of Liens.  The Liens on the Assets, other than Permitted
Liens, shall have been terminated and released and the Release Agreement shall
have been executed by the parties thereto and delivered to the Purchasers.


 


7.10                           Required Consents.  The Sellers shall have received all Consents
set forth on Schedule 7.10 (the “Required Consents”) and no
such Required Consents shall have been withdrawn.


 


7.11                           Title Insurance.  The Purchasers shall have received at their
own cost owner’s title insurance policies, or binders to issue the same (or the
equivalent thereof in the applicable State or country), effective as of the
Closing Date issued as of the date of recording of the Special Warranty Deeds,
respectively, and in amounts reasonably satisfactory to the Purchasers insuring
or committing to insure, at customary or market premium rates, good and marketable
title to (or title opinion or other evidence as applicable in the applicable
State or country evidencing title to) the estates described in the Title Commitments,
respectively, subject only to the Permitted Liens.  Notwithstanding the foregoing, in no event
may an act or omission of any Purchaser cause the failure of the condition
precedent set forth in this Section 7.11.


 


7.12                           Additional Governmental Consents.  All actions by or in respect of or filings
with any Governmental Authority in the United States of America or Canada
required to permit the consummation of the Closing shall have been taken, made
or obtained other than such actions or filings which, if not taken or made,
would not reasonably be expected to have a Business Material Adverse Effect.


 


7.13                           No Divestiture of Assets.  In connection with the transactions
contemplated hereby, there shall not be instituted or pending any action or
proceeding by any Person before any Governmental Authority, in the United
States of America or Canada, seeking, nor shall any injunction or other legal
restraint or prohibition be enacted, entered, promulgated, enforced or issued
by any such Governmental Authority the effect of which is, (a) to
restrain, prohibit or otherwise interfere with the ownership or operation by
any Purchaser or any of its Affiliates of all or any material portion of the
Assets or the business or assets of any Purchaser or any of its Affiliates
which restraint, prohibition or interference would reasonably be expected to (i) have
a material adverse effect on Emerson and the Purchasers, as a whole or (ii) a
Business Material Adverse Effect or (b) to compel any Purchaser or any of
its Affiliates to dispose of all or any material portion of the Assets or the
business or assets of any Purchaser or any of its Affiliates


 


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which disposal would reasonably be
expected to (i) have a material adverse effect on Emerson and the
Purchasers, as a whole, or (ii) a Business Material Adverse Effect.


 


ARTICLE VIII


 


CONDITIONS PRECEDENT TO
OBLIGATIONS OF MARCONI AND THE SELLERS


 


The obligations of Marconi and each Seller under Articles
II, III and IX are subject to the satisfaction or waiver by
Marconi of the following conditions precedent on or before the Closing Date:


 


8.1                                 Warranties True.  The representations and
warranties of Emerson and each Purchaser contained in this Agreement and in any
certificate delivered by Emerson or any Purchaser pursuant hereto (a) that
are qualified by materiality shall be true at and as of the Closing Date as if
made at and as of such date (except to the extent that any such representation
or warranty is made solely as of the date hereof or as of another date earlier
than the Closing Date, in which case such representation or warranty shall be
true as of such date), and (b) that are not qualified by materiality shall
be true in all material respects at and as of the Closing Date as if made at
and as of such time (except to the extent that any such representation or
warranty is made solely as of the date hereof or as of another date earlier
than the Closing Date, in which case such representation and warranty shall be
true in all material respects as of such date).


 


8.2                                 Compliance with Agreements and Covenants.  Emerson and each Purchaser shall
have in all material respects performed and complied with all of its covenants
and obligations contained in this Agreement to be performed and complied with
by it on or prior to the Closing Date.


 


8.3                                 Certificate of Compliance.  Emerson shall have delivered to
the Sellers a certificate of Emerson dated as of the Closing Date, executed by
Emerson, certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2.


 


8.4                                 HSR Act.  Any applicable waiting period
under the HSR Act shall have expired or been earlier terminated without action
by the Antitrust Division or the FTC to prevent the consummation of the
transactions contemplated by this Agreement.


 


8.5                                 Mexican FCC Filing Requirement. 
Any Mexican FCC Filing Requirement relating to the transactions
contemplated by this Agreement shall have been made.


 


8.6                                 No Injunctions or Other Legal Restraints.  No injunction or other legal
restraint or prohibition enacted, entered, promulgated, enforced or issued by
any Governmental Authority preventing the consummation of the Closing shall
have come into effect after the date of this Agreement and continue to be in
effect.


 


8.7                                 Absence of Proceedings.  There shall not be instituted or
pending any Proceeding brought by any Governmental Authority challenging or
seeking to restrain or prohibit the Closing or any other transaction
contemplated by this Agreement or the Related Agreements or


 


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seeking to obtain from any Seller
or any of its Affiliates in connection with the Closing any damages that are
material in relation to the Sellers and their Affiliates, taken as a whole.


 


8.8                                 Related Agreements.  The Sellers shall have received from Emerson
and each Purchaser a duly executed copy of each Related Agreement to which such
Purchaser is a party.


 


8.9                                 Purchase Price.  The Sellers shall have received from Emerson
(on behalf of the Purchasers) its respective portion of the Purchase Price as
provided in Section 3.1(a) in accordance with the Purchase Price
Allocation Statement.


 


8.10                           Consent of PBGC.  MCI shall have received the consent of the
Pension Benefit Guaranty Corporation in connection with the transactions
contemplated hereby if such consent is required pursuant to the Memorandum of
Understanding, dated February 13, 2004, by and between Marconi plc,
Marconi and the Pension Benefit Guaranty Corporation.


 


8.11                           Additional Governmental Consents.  All actions by or in respect of or filings
with any governmental body, agency, official or authority in the United States
of America or Canada required to permit the consummation of the Closing shall
have been taken, made or obtained other than such actions or filings which, if
not taken or made, would not reasonably be expected to have a Business Material
Adverse Effect.


 


ARTICLE IX


 


CLOSING


 


9.1                                 Closing.  Subject to Articles VII and VIII, the Closing shall take place at the
offices of Mayer, Brown, Rowe & Maw LLP, 190 South LaSalle Street,
Chicago, Illinois 60603, at 10:00 a.m. (central standard time) on the
third Business Day after all the conditions set forth in Articles VII
and VIII have been satisfied (or, to the extent permitted, waived by the
parties entitled to the benefits thereof), or such other day as may be mutually
agreed by Emerson and Marconi.  Once the
Closing occurs, the Closing, and all transactions to occur at the Closing,
shall be deemed to have taken place at, and shall be effective as of, 12:01 a.m.
(central standard time) on the Closing Date.


 


9.2                                 Deliveries by the Sellers.  At the Closing, Marconi and each
Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi
Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers
the following:


 


(a)                                  the Bill of Sale duly executed by each Seller;


 


(b)                                 the Assignment and Assumption Agreement duly executed by each Seller;


 


(c)                                  the Special Warranty Deeds duly executed by MCI or Marconi Canada (as
applicable), for each Transferred Owned Real Property;


 


(d)                                 the Patent Assignment duly executed by Marconi IP;


 


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(e)                                  the Trademark Assignment duly executed by the Sellers;


 


(f)                                    the Transition Services Agreement duly executed by MCI;


 


(g)                                 the License Agreement duly executed by Marconi IP and MCI;


 


(h)                                 the Federal Supply Agreement duly executed by Marconi Federal;


 


(i)                                     the Middle East Supply Agreement duly executed by Marconi Middle East;


 


(j)                                     the Consents received by the Sellers, subject to the terms and conditions
of this Agreement, including Sections 2.3 and 6.3(c);


 


(k)                                  the Sublicense duly executed by Marconi;


 


(l)                                     a certificate of the secretary or an assistant secretary of Marconi and
each Seller certifying resolutions of the board of directors of Marconi and
such Seller, approving and authorizing the execution, delivery and performance
by Marconi and such Seller of this Agreement and its respective Related
Agreements and the consummation by Marconi and such Seller of the transactions
contemplated hereby and thereby (together with an incumbency and signature
certificate regarding the officer(s) signing on behalf of Marconi and such
Seller); and


 


(m)                               owners affidavits and gap indemnities reasonably requested by the title
company issuing the owners title insurance policies described in Section 7.11.


 


9.3                                 Deliveries by the Purchasers.  At the Closing, Emerson and the
Purchasers shall deliver to the Sellers the following:


 


(a)                                  the Assignment and Assumption Agreement duly executed by the applicable
Purchaser;


 


(b)                                 the Transition Services Agreement duly executed by the U.S. Purchaser;


 


(c)                                  the License Agreement duly executed by the U.S. Purchaser;


 


(d)                                 the Federal Supply Agreement duly executed by the U.S. Purchaser;


 


(e)                                  the Middle East Supply Agreement duly executed by the U.S. Purchaser;


 


(f)                                    a certificate of the secretary or an assistant secretary of Emerson and
each Purchaser certifying resolutions of the board of directors of Emerson and
such Purchaser approving and authorizing the execution, delivery and
performance by Emerson and such Purchaser of this Agreement and its Related
Agreements and the consummation by Emerson and such Purchaser of the
transactions contemplated hereby and thereby (together with an incumbency and
signature certificate regarding the officer(s) signing on behalf of Emerson and
such Purchaser);


 


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(g)                                 an agreement in form reasonably acceptable to MCI pursuant to which each
Purchaser agrees to be bound by the terms and conditions of the AFC Cross
License, it being agreed that AFC and Advanced Fibre Access Corporation shall
be beneficiaries of, and entitled to enforce, the agreement to be delivered
pursuant to this Section 9.3(g);


 


(h)                                 the Sublicense duly executed by the U.S. Purchaser; and


 


(i)                                     the Purchase Price in accordance with Sections
3.1 and 13.4.


 


ARTICLE X


 


TERMINATION


 


10.1                           Termination.  This Agreement may be
terminated, and the transactions contemplated herein may be abandoned, at any
time on or prior to the Closing Date:


 


(a)                                  with the mutual written consent of Marconi and Emerson;


 


(b)                                 by Marconi or Emerson, if the Closing shall not have taken place on or
prior to December 31, 2004; provided,
that the right to terminate this Agreement under this Section 10.1(b) shall
not be available to (i) Marconi if the failure of Marconi or any Seller to
fulfill any of its obligations under this Agreement caused the failure of the
Closing to occur on or prior to such date or (ii) Emerson if the failure
of Emerson or any Purchaser to fulfill any of its obligations under this
Agreement caused the failure of the Closing to occur on or prior to such date;


 


(c)                                  by Emerson, if there shall have been a breach of any representation,
warranty, covenant or obligation of Marconi or any Seller hereunder, and such
breach would reasonably be expected to cause a condition to Closing set forth
in Section 7.1 or Section 7.2 not to be satisfied or to
have a Seller Material Adverse Effect, and such breach shall not have been
remedied within thirty (30) days after receipt by Marconi of a notice in
writing from Emerson specifying the breach and requesting such breach be
remedied; or


 


(d)                                 by Marconi, if there shall have been a breach of any representation,  warranty, covenant or obligation of Emerson
or any Purchaser hereunder, and such breach would reasonably be expected to
cause a condition to Closing set forth in Section 8.1 or Section 8.2
not to be satisfied, and such breach shall not have been remedied within thirty
(30) days after receipt by Emerson of a notice in writing from Marconi
specifying the breach and requesting such breach be remedied.


 


In the event of
termination by Marconi or Emerson pursuant to this Section 10.1
(other than Section 10.1(a)),
written notice thereof shall be given to the other parties hereto.


 


10.2                           Effect of Termination.  If this Agreement is terminated
pursuant to Section 10.1, all
obligations of the parties hereunder shall terminate, except for the
obligations set forth in Sections 6.5 (Brokers),
6.8 (Confidentiality), 13.1 (Expenses) and 13.8 (Publicity), each of which


 


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shall survive the termination of
this Agreement, and except that no such termination shall relieve any party
from liability for any prior intentional breach of this Agreement.


 


ARTICLE XI


 


EMPLOYEES AND EMPLOYEE BENEFITS


 


11.1         Scope of Article XI.  This Article XI applies only to
Current MCI Employees and Former MCI Employees. 
Matters relating to Current Canadian Employees and Former Canadian
Employees are addressed in Exhibit Canada.  Matters relating to Current Mexican Employees
and Former Mexican Employees are addressed in Exhibit Mexico.  Matters relating to the Costa Rican Employee
are addressed in Exhibit Costa Rica. 
Unless otherwise specified, references to “Employee” as used in this Article
XI shall refer only to Current MCI Employees and Former MCI Employees.


 


11.2                           Offers of Employment.  Effective as of the Closing, the
U.S. Purchaser shall continue the employment of (or, to the extent required by
applicable Law, offer employment to) each Current MCI Employee, on terms and
conditions which include substantially the same level of base salary or wages
as applied to such employees immediately prior to the Closing and on the other
terms and conditions described in this Article XI.  Each such individual who
continues in employment with the U.S. Purchaser or, if applicable, accepts the
U.S. Purchaser’s offer of employment, shall become an employee of the U.S.
Purchaser as of the Closing and shall be referred to herein as a “Transferred Employee”.  Unless otherwise specified, references to “Transferred
Employee” as used in this Article XI shall refer only to Current
MCI Employees who continue in employment with the U.S. Purchaser or, if
applicable, who accept the U.S. Purchaser’s offer of employment.


 


11.3                           Liabilities for Seller Benefit Plans.  Following the Closing Date
(except as otherwise specified in this Article XI including this Section 11.3): (a) the U.S.
Purchaser and/or one or more of its Affiliates shall assume sponsorship of, and
all assets of, and liabilities under and with respect to, the Business Plans
other than the Fixed Value Incentive Plan and the agreements designated on Schedule 4.17(a) as
“Pre-Closing Severance Agreements”, “Special Incentive Plans” and “Deal
Agreements”, respectively; (b) the U.S. Purchaser and/or one or more of
its Affiliates shall assume and continue the relationships of the Business with
those individuals rendering personal services to the Business as independent
contractors (“Contractors”) in
accordance with the terms of such arrangements set forth on Schedule 4.17(a); provided, however
that this Section 11.3 shall not
be construed to limit the ability of the applicable entity to terminate the
services of any Contractor in accordance with the terms of the arrangement with
such Contractor; and (c) except as otherwise expressly provided in this Article XI, MCI or one or more of its
Affiliates shall retain sponsorship of, and all assets of, and liabilities
under and with respect to, the Seller Benefit Plans, the Fixed Value Incentive
Plan, the agreements designated on Schedule 4.17(a) as “Pre-Closing
Severance Agreements”, “Special Incentive Plans” and “Deal Agreements”,
respectively.  Except to the extent
expressly set forth in this Article XI,
no Seller shall have any obligation under or with respect to any employee
benefit plan, program, policy or arrangement maintained by the U.S. Purchaser
and its Affiliates (the “Purchaser Benefit Plans”),
including, after the Closing Date, the Business Plans, other than


 


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the Fixed Value Incentive Plan,
the agreements designated as on Schedule 4.17(a) as “Pre-Closing
Severance Agreements”, Special Incentive Plans” and “Deal Agreements”,
respectively.


 


11.4                           Service Credit.  The Transferred Employees will
be allowed credit for their service with MCI and its Affiliates and their
predecessors, for all purposes (other than benefit accrual under a defined
benefit pension plan) under the Purchaser Benefit Plans; provided,  however, that if such service is not credited
for a particular purpose under a relevant Benefit Plan, such service shall not
be required to be credited for such purposes under a corresponding Purchaser
Benefit Plan.  The Transferred Employees
(and, as applicable, their covered dependents) shall be allowed to participate
in all Purchaser Benefit Plans without being subject to any waiting periods or
any restrictions or limitations for pre-existing conditions and the U.S.
Purchaser shall use reasonable efforts to cause all deductibles to be waived
for plan years beginning before the Closing Date.


 


11.5                           Individual Agreements and Continuation of
Benefits.  Following the Closing Date, the U.S.
Purchaser shall, or shall cause its Affiliates to, honor and maintain (in
accordance with their terms) all individual agreements in existence as of the
date hereof between MCI or any of its Affiliates and a Transferred Employee (as
set forth on the Schedules to this Agreement), without offset, deduction,
counterclaim, interruption or deferment (unless superseded by a subsequent agreement
executed by the parties).  During the
period commencing on the Closing Date and ending one year thereafter, the U.S.
Purchaser shall ensure that the Transferred Employees (and, if applicable,
their eligible beneficiaries and covered dependants) are provided substantially
the same level of base salary or wages as applied to such employees immediately
prior to the Closing and overall employee benefits which are substantially
comparable in the aggregate (excluding equity-based compensation or other special
executive compensation) to those provided to such Transferred Employees (and,
as applicable, their eligible beneficiaries and covered dependents) as of the
date hereof.  Without limiting the
generality of the foregoing, with respect to (a) any Transferred Employee
who is employed at the Sellers’ Lorain, Ohio facility as of the date of this
Agreement, whose employment is terminated within the one year following the
Closing Date and whose severance benefits were included in the Sellers’
calculations of severance pay for “Power Play” severances, which calculations
were provided to the Purchasers prior to the date of this Agreement, and (b) any
Transferred Employee (including any Transferred Employee who is otherwise
covered by the Exhibit Mexico to this Agreement) whose employment is
terminated within the one year following the Closing Date and whose severance
benefits were included in the Sellers’ calculations of severance for “Non-Power
Play” severances for the United States and Mexico which calculations were
provided to the Purchaser prior to the date of this Agreement, the Purchasers
shall provide to such Transferred Employee severance benefits at a level at
least equal to the severance benefits that would have been paid by MCI or its
Affiliates under MCI’s or its Affiliates severance policies as in effect
immediately prior to the date of this Agreement.  The estimated severance liabilities provided
to the Purchasers with respect to the foregoing liabilities are, to the
knowledge of the Sellers, true and correct in all material respects.  Prior to Closing, the Sellers shall provide
to the Purchasers with the data underlying the calculation of “Power Play” and “Non-Power
Play” severance.


 


11.6                           Certain Compensation and Benefits.  Without limiting the generality
of any other provisions of this Article XI,
on and after the Closing Date, the U.S. Purchaser shall promptly pay or
provide, or shall cause one of its Affiliates to promptly pay or provide, or
shall cause an


 


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applicable employee benefit plan
to pay or provide, when due, to all Employees all payroll and bonuses
(including any bonuses accrued under the AIP as of the Closing Date) and
benefits earned or accrued prior to and through the Closing Date pursuant to
the terms of any compensation arrangements, employment agreements and employee
pension or welfare benefit plans, programs or policies in existence as of the
date hereof (other than Seller Benefit Plans, the Fixed Value Incentive Plans,
the Pre-Closing Severance Agreements, the Special Incentive Agreements and the
Deal Agreements, but including benefits with respect to which the liability has
been expressly assumed by the U.S. Purchaser pursuant to this Article XI).  On and after the Closing Date, the U.S.
Purchaser shall promptly pay or provide, or shall cause one of its Affiliates
to promptly pay or provide, or shall cause an applicable employee benefit plan,
program, policy or arrangement to pay or provide when due, to all Employees all
compensation and benefits required to be paid or provided, including pursuant
to the terms of this Agreement or pursuant to the terms of any Purchaser
Benefit Plan or any individual agreement with any Employee or pursuant to the
terms of any relevant agreements entered into, or approved, by the U.S.
Purchaser prior to the Closing Date. 
Employees shall cease to participate in the Seller Benefit Plans for
periods after the Closing Date, subject to the terms thereof and this Article XI.


 


11.7                           Welfare Benefits.  Without limiting the generality
of Section 11.6, all Employees
shall cease to participate in the Welfare Plan at 12:01 a.m. on the day
after the Closing Date (the “Coverage End Date”) and the Welfare Plan
shall only be required to pay claims of Employees or their dependents or
beneficiaries required to be paid under the terms of the Welfare Plan and
incurred prior to the Coverage End Date provided that for the purposes of this Section 11.7, a claim shall be deemed
incurred in accordance with the following:


 


(a)                                  a medical, dental, or flexible spending account (including medical,
dental and dependent care flexible spending accounts) claim is incurred on the
date the service is rendered or the product is purchased;


 


(b)                                 a life insurance claim is incurred on the date of the individual’s death;
and


 


(c)                                  a long term disability claim is incurred on the date the individual
becomes disabled under the terms of the relevant plan or program, provided that
if the individual returns to employment after the Closing Date for a period of
time that would require a new elimination period to be satisfied, any
subsequent claim shall not be deemed to have been incurred prior to the Closing
Date.


 


Further, MCI may require
that all Employees be required to submit medical, dental and flexible spending
account claims incurred prior to or on the Closing Date by the last day of the
calendar month that first occurs after the expiration of six (6) months
after the Closing Date or such earlier date as is presently required under the
terms of the Seller Plans.  To the extent
MCI or one of its Affiliates elects to provide any notices to Employees
relating to submissions of claims in accordance with the preceding sentence,
the U.S. Purchaser shall facilitate the timely distribution of such notices and
provide such information to MCI and/or its Affiliates as is reasonably
requested by MCI or its Affiliates relating to such notices.  To the extent applicable, the U.S. Purchaser
shall cause all deductibles to be waived for Transferred Employees under the Purchaser
Benefit Plans for plan years beginning before the Closing Date.


 


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In addition, effective as
of the Closing Date, the U.S. Purchaser and its Affiliates will assume all
liabilities and obligations of MCI and its Affiliates under the Retiree Medical
Plan.  Schedule 11.7
sets forth a list of the individuals and the surviving spouses who are
currently receiving benefits under the Retiree Medical Plan, which list is, to
the knowledge of the Sellers, true and correct in all material respects;
provided, however, that Schedule 11.7
does not list individuals who are currently receiving benefits under the
Retiree Medical Plan as a dependent of another individual.  The liabilities disclosed to the U.S.
Purchaser relating to obligations under the Retiree Medical Plan were
determined using reasonable actuarial assumptions consistent with U.S. GAAP and
the assumptions set forth in the March 31, 2004 FAS 132 footnote
disclosure provided to the U.S. Purchaser.


 


11.8                           Vacation.  With respect to any accrued but
unused paid vacation time to which any Transferred Employee is entitled
pursuant to the vacation policy applicable to such Transferred Employee
immediately prior to the Closing Date (the “Vacation
Policy”), the U.S. Purchaser shall assume the liability for accrued
vacation of Transferred Employees and shall permit such Transferred Employees
to use such vacation time.


 


11.9                           Defined Benefit Plans.


 


(a)                                  Effective as of the Closing Date, the U.S. Purchaser shall assume sponsorship
of and all rights, powers, duties, liabilities and obligations of the Seller
and its Affiliates under and with respect to the RELTEC Corporation Retirement
Plan (the “RELTEC Plan”) other than any
obligations of MCI and its Affiliates under any agreement with the Pension
Benefit Guaranty Corporation.  The assets
and liability valuations as disclosed to the U.S. Purchaser in respect of the
RELTEC Plan have been determined using reasonable actuarial assumptions
consistent with FAS 87 and the March 31, 2004 footnote disclosure
previously provided to the U.S. Purchaser.


 


(b)                                 Further, effective as of the Closing Date, the U.S. Purchaser shall
assume all liabilities and obligations of MCI and its Affiliates under and with
respect to the Marconi USA Employees’ Retirement Plan (the “US Qualified
Plan”) to or with respect to Current MCI Employees and Former MCI Employees
(other than any obligations of MCI and its Affiliates under any agreement with
the Pension Benefit Guaranty Corporation, but including liabilities relating to
such individuals’ personal pension accounts under the US Qualified Plan and any
obligation to pay a Social Security supplement to any such individuals).  Schedule 11.9 sets forth a list,
as of May 31, 2004, of (i) the account balances of all Current MCI
Employees and Former MCI Employees under the US Qualified Plan (which
individuals may also be entitled to a Social Security supplement under the US
Qualified Plan), and (ii) those Current MCI Employees and Former MCI
Employees who are or may be entitled only to a Social Security supplement under
the US Qualified Plan, which list is, to the knowledge of Sellers, true and
correct in all material respects.


 


The asset and liability valuations
provided to the U.S. Purchaser prior to the date of this Agreement in respect
of the liabilities of the US Qualified Plan to be transferred to the Purchaser
Defined Benefit Plan hereunder were determined using reasonable actuarial
assumptions consistent with FAS 87 and the March 31, 2004 footnote
disclosure


 


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previously provided to the U.S.
Purchaser, taking into account the Social Security supplement and death
benefits thereunder.


 


(c)                                  As soon as practicable after the Closing Date (but in no event later than
the end of the calendar quarter which begins at least sixty (60) days after the
Closing Date), which date shall be referred to herein as the “Initial
Transfer Date”, MCI or one of its Affiliates shall cause to be transferred
to one or more defined benefit plans (as defined in section 3(34) of
ERISA) established or designated by the U.S. Purchaser and which are qualified
under section 401(a) of the Code (the “Purchaser Defined Benefit
Plan”) the assets under the RELTEC Plan and the assets under the US Qualified
Plan which are attributable to the liabilities assumed by the U.S. Purchaser
pursuant to this Section 11.9. 
The transfer of assets and liabilities pursuant to this Section 11.9
shall be effected in all respects in accordance with sections 414(l) and 411(d)(6) of
the Code.  As of the Initial Transfer
Date, approximately ninety percent (90%) of the total assets of the RELTEC Plan
and approximately ninety percent (90%) of the total assets required to be
transferred from the US Qualified Plan pursuant to this Section 11.9
will be transferred in kind (with the Purchaser Defined Benefit Plan receiving
a pro rata portion of each asset funding the RELTEC Plan and the US Qualified
Plan except that any transfer with respect to the value of real estate, index funds
and any other assets for which a recognized public market does not exist shall
be transferred in cash) to the Purchaser Defined Benefit Plan and the remaining
amount of assets required to be transferred from each of the RELTEC Plan and
the US Qualified Plan will be transferred in cash no later than sixty (60) days
after the Initial Transfer Date (the “Final Transfer Date”).  The amount of assets to be transferred
pursuant to this Section 11.9 from the US Qualified Plan to the
Purchaser Defined Benefit Plan shall be determined in accordance with section 4044
of ERISA using actuarial assumptions and other methodology prescribed by the
Pension Benefit Guaranty Corporation with respect to allocations under section 4044
of ERISA.  For purposes of the determination
described in the preceding sentence, the amount of assets shall be determined
as of the Closing Date (with the value of any real estate investments being
based on the regular quarterly (or more recent) valuation occurring coincident
with or next preceding the Closing Date) and shall be adjusted for (i) actual
performance for the period between the Closing Date and the Initial Transfer
Date and Final Transfer Date, as applicable, and (ii) any benefit payments
made from the Reltec Plan and any benefit payments made to or with respect to
Current MCI Employees or Former MCI Employees from the US Qualified Plan, as
applicable, and, in the case of the US Qualified Plan, shall be determined
without regard to contributions to the US Qualified Plan which are due for any
period prior to the Closing Date but which are not required to be contributed
prior to the Closing Date under the Code, ERISA or any agreement between any
Seller or any of its Affiliates and the Pension Benefit Guaranty Corporation.


 


(d)                                 Any dispute regarding the calculation of the assets allocated or
liability transferred shall be determined by an actuary designated by MCI,
subject to the review of an actuary designated by the U.S. Purchaser.  If the actuaries do not agree on calculation
amounts, then the dispute shall be submitted to an actuary selected by mutual
agreement of MCI and the U.S. Purchaser, the fees and expenses of which shall
be shared equally by MCI, on the one hand, and the U.S. Purchaser, on the other
hand.  The decision of such third actuary
shall be binding on all parties.


 


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(e)           For periods after the Closing Date, none of MCI nor any of
its Affiliates shall have any liability under or with respect to the RELTEC
Plan and none of MCI, any of its Affiliates or the US Qualified Plan will have
any obligations or liabilities with respect to the obligations of the US
Qualified Plan that are assumed by the U.S. Purchaser or its Affiliates
pursuant to this Section 11.9. 
Nothing in this Section 11.9 shall relieve MCI or any of its
Affiliates of liabilities for any breach of Section 4.17.


 


11.10                     Savings Plan.  MCI shall cause the sponsor of
the Marconi USA Wealth Accumulation Plan (“Marconi
401(k) Plan”) to amend the Marconi 401(k) Plan to permit, after the
Closing Date to the extent permitted under the requirements of the Code
applicable to qualified retirement plans, Transferred Employees to elect to
receive a distribution of benefits under such plan and to permit Transferred
Employees to elect to rollover any loan from such plan to a plan established or
designated by the U.S. Purchaser that satisfies the requirements of the next
sentence provided such election to rollover any loan must occur by the end of
the calendar month in which occurs the day which is one hundred and twenty
(120) days after the Closing Date (“Loan Transfer
End Date”).  The U.S.
Purchaser shall, or shall cause an Affiliate of the U.S. Purchaser to,
establish a plan covering the Transferred Employees satisfying the requirements
of Code Section 401(a) and including a cash or deferred arrangement
satisfying the requirements of Code Section 401(k) as of the day after the
Closing Date (the “Purchaser 401(k) Plan”).  The Purchaser 401(k) Plan established by the
U.S. Purchaser shall permit the rollover of a loan in accordance with the
foregoing.  The U.S. Purchaser shall
continue to deduct loan payments required under loans made to a Transferred
Employee under the Marconi 401(k) Plan until the earlier of the date the loan
is transferred to the Purchaser 401(k) Plan or the Loan Transfer End Date.  Such loan payments shall be paid by the U.S.
Purchaser or an Affiliate of the U.S. Purchaser to the record keeper of the
Marconi 401(k) Plan in accordance with the requirements of the record keeper of
the Marconi 401(k) Plan and in accordance with Department of Labor regulations
governing the contribution of elective deferrals by an employer under a plan
satisfying the requirements of Code Section 401(a).


 


11.11                     Workers and Unemployment Compensation.  MCI shall retain liability for
all workers compensation and unemployment claims for Employees arising prior to
the Closing Date.  The U.S. Purchaser
shall be responsible for all workers compensation and unemployment claims for
Transferred Employees arising on or after the Closing Date.


 


11.12                     Wages.  The U.S. Purchaser shall assume liability for
all salary, wages and related Taxes payable after the Closing Date in respect
of the Transferred Employees that have not been paid as of the Closing Date, it
being understood that such amount is being assumed by the U.S. Purchaser.


 


11.13                     WARN Act.  MCI agrees to be solely
responsible for any notification and liability under the WARN Act relating to
the termination of any Employees prior to the Closing Date.  The U.S. Purchaser agrees to be solely
responsible for any notification and liability under the WARN Act relating to
any termination of any Employees occurring on or after the Closing Date.  As of the Closing Date, MCI shall provide the
Purchasers with the information concerning the Sellers’ activities prior to the
Closing Date that is necessary for the U.S. Purchaser to evaluate its
obligations under the WARN Act on or after the Closing Date.


 


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11.14                     Nonqualified Plans.  Effective as of the Closing Date, the U.S.
Purchaser shall assume sponsorship of and all rights, powers, duties,
liabilities and obligations of MCI and its Affiliates under and with respect to
each of the Reliance Comm/Tec Corporation Supplemental Retirement Plan for Key
Employees and the Reliance Comm/Tec Corporation Special Retirement Program for
Elected Officers (collectively, the “Supplemental Plans”).  The aggregate amount of such assumed
liabilities and obligations under the Supplemental Plans have been valued using
reasonable actuarial assumptions consistent with U.S. GAAP and the FAS 87
assumptions set forth in the March 31, 2004 footnote disclosure previously
provided to the U.S. Purchaser.  For
periods after the Closing Date, none of MCI or any of its Affiliates shall have
any liability under or with respect to either of the Supplemental Plans.  Nothing in this Section 11.16
shall relieve MCI or any of its affiliates for breaches of Section 4.17.  The Sellers have provided the Purchasers with
a copy of the most recent actuarial report for the Supplemental Plans.


 


11.15                     Payroll Taxes.  The Sellers will provide to the U.S.
Purchaser such information as may be reasonably requested by the U.S. Purchaser
in order to enable the U.S. Purchaser to comply with the standard procedure or
the alternate procedure (at the U.S. Purchaser’s election) set forth in Revenue
Procedure 96-60, 1996-2 CB399 (relating to preparation of Forms W-2) for each
Transferred Employee).  The Sellers will
also provide to the U.S. Purchaser such information as the U.S. Purchaser may
reasonably request in order to transfer to the U.S. Purchaser the state
unemployment insurance experience rate and wage base for the year that includes
the Closing Date with regard to each Transferred Employee.


 


11.16                     Cooperation.  The Purchasers and the Sellers shall provide
each other with relevant information reasonably requested by the other in order
to effect the provisions of this Article XI.  In particular, the Sellers shall provide the
Purchasers with information that the Purchasers reasonably request and which is
in Sellers’ possession or is reasonably attainable by Sellers without
additional cost, including service dates, birthdates, records of 2004 employer
and employee contributions to the Canada Pension Plan, Mexican Pension and
Seniority Premium Plans and the employment insurance contributions.


 


ARTICLE XII


 


INDEMNIFICATION


 


12.1                           Survival.  The representations and
warranties of the parties hereto contained herein and in the Related Agreements
shall survive the Closing for a period of eighteen (18) months after the
Closing, except that (a) Environmental Warranties shall survive the
Closing for a period of five (5) years after the Closing, (b) Tax
Warranties shall survive the Closing until the Tax Statute of Limitations Date,
and (c) Title and Authorization Warranties shall survive the Closing
forever.  Neither Emerson, Marconi nor
any other party hereto shall have any liability with respect to claims first
asserted in connection with any representation or warranty after the survival
period specified therefor in this Section 12.1.  For the purposes of this Article XII,
all representations and warranties of the parties set forth in this Agreement
and in any Related Agreement shall be deemed to have been made by such parties
on and as of the Closing Date except to the extent such representations and
warranties are expressly made as of an earlier date.


 


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The covenants and agreements of
the parties hereto shall remain in full force and effect in accordance with
their terms (or, if no survival period is specified herein, such covenants and
agreements shall survive until fully performed or fulfilled).


 


12.2                           Indemnification by Marconi.  Subject to Section 12.4, Marconi agrees to
indemnify the Purchasers and their Affiliates (each, a “Purchaser
Indemnified Party”) against, and agrees to hold the Purchasers and their
Affiliates harmless from, any and all Losses incurred or suffered by the Purchasers
or its Affiliates to the extent arising out of any of the following:


 


(a)                                  any breach of or any inaccuracy in any representation or warranty made by
Marconi or any Seller in this Agreement or any breach of or any inaccuracy in
any representation or warranty made by Marconi or any Seller in any Related
Agreement or any document delivered by such Person at the Closing; provided, that Marconi shall have no
liability under this Section 12.2(a) for
any breach of or inaccuracy in any representation or warranty unless (i) in
the case of all representations and warranties except for Environmental
Warranties, Tax Warranties and Title and Authorization Warranties, a written
notice of the Purchaser Indemnified Party’s claim is given to Marconi not later
than the close of business on the date that is eighteen (18) months after the
Closing Date, (ii) in the case of Environmental Warranties, a written
notice of the Purchaser Indemnified Party’s claim is given to Marconi not later
than the close of business on the fifth (5th) anniversary of the
Closing Date, and (iii) in the case of Tax Warranties, a written notice of
the Purchaser Indemnified Party’s claim is given to Marconi not later than the
close of business on the Tax Statute of Limitations Date, in each case with
each such notice specifying (in reasonably sufficient detail) the matter giving
rise to the claim, the nature of the claim and, so far as practicable, the
amount claimed;


 


(b)                                 any breach of or failure by any Seller to perform any covenant or
obligation of such Seller set out in this Agreement or any breach of or failure
by any Seller to perform any covenant or obligation of such Seller set out in
any Related Agreement or any document delivered by such Seller at the Closing; provided, that Marconi shall have no
liability under this Section 12.2(b) for
any such breach or failure occurring on or prior to the Closing Date unless a
written notice of the Purchaser Indemnified Party’s claim is given to Marconi
not later than the close of business on the date that is eighteen (18) months
after the Closing Date; or


 


(c)                                  any Excluded Asset or any Retained Obligation; provided, that
Marconi shall have no liability under this Section 12.2(c) with
respect to any 5-Year PEL unless a written notice of the Purchaser Indemnified
Party’s claim is given to Marconi not later than the close of business on the
fifth (5th ) anniversary of the Closing Date or, if earlier, in
respect to a particular parcel of Transferred Real Property, the day prior to
the sale or other transfer of ownership of any Transferred Real Property to
which a 5-Year PEL relates.


 


12.3                           Indemnification by Emerson.  Subject to Section 12.4,
Emerson agrees to indemnify the Sellers and their Affiliates (each, a “Seller
Indemnified Party”) against, and agrees


 


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to hold the Sellers and their
Affiliates harmless from, any and all Losses incurred or suffered by the
Sellers or their Affiliates to the extent arising out of any of the following:


 


(a)                                  any breach of or any inaccuracy in any representation or warranty made by
Emerson or any Purchaser in this Agreement or any Related Agreement or any
document delivered by Emerson or any Purchaser at the Closing; provided, that Emerson shall have no
liability under this Section 12.3(a) for
any breach of or inaccuracy in any representation or warranty unless, in the
case of all representations and warranties except for Title and Authorization
Warranties, a written notice of the Seller Indemnified Party’s claim is given
to Emerson not later than the close of business on the date that is eighteen
(18) months after the Closing Date, in each case with each such notice
specifying (in reasonably sufficient detail) the matter giving rise to the
claim, the nature of the claim and, so far as practicable, the amount claimed;


 


(b)                                 any breach of or failure by Emerson or any Purchaser to perform any
covenant or obligation of Emerson or any Purchaser set out in this Agreement or
any Related Agreement or any document delivered by Emerson or any Purchaser at
the Closing; provided, that Emerson shall have no liability under this Section 12.3(b) for
any such breach or failure occurring on or prior to the Closing Date unless a
written notice of the Seller Indemnified Party’s claim is given to Emerson not
later than the close of business on the date that is eighteen (18) months after
the Closing Date;


 


(c)                                  any Assumed Obligation;


 


(d)                                 the operation of the Business subsequent to the Closing, except to the
extent any such Losses result from or relate to any Seller’s breach of any
representations, warranties, covenants or any other obligations under this
Agreement or otherwise relate to any Excluded Asset or Retained Obligation; or


 


(e)                                  any obligation or liability arising
under any Marconi Guarantee.


 


12.4                           Limitations on Liability of Marconi and
Emerson.  Notwithstanding any other provision of this
Agreement or any right or remedy available under any Law:


 


(a)                                  The Purchaser Indemnified Parties shall have the right to payment under Section 12.2(a) and
under Section 12.2(b) solely with respect to a breach of Section 6.2(d)(i),
Section 6.17 or Section 13.17 only if, and only to the
extent that, the Purchaser Indemnified Parties shall have incurred (i) as
to any particular claim, an indemnifiable Loss in excess of $37,500 and (ii) as
to all claims, indemnifiable Losses in excess of $4,000,000 (in determining
whether this aggregate threshold has been satisfied, only Losses exceeding the
per claim threshold set forth in the foregoing clause (i) shall
be included).


 


(b)                                 Neither Marconi, any Seller nor any of their Affiliates shall have any
liability under or otherwise in connection with this Agreement or the Related
Agreements or the transactions contemplated hereby or thereby in excess of (i) as
to all representations and warranties (other than Title and Authorization
Warranties) and breaches of Section 6.2(d)(i), Section 6.17
or Section 13.17, $80,000,000 in the


 


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aggregate, and (ii) as to Title and Authorization
Warranties and all other matters under this Agreement and the Related
Agreements, the Purchase Price in the aggregate; provided, that in no
event shall the aggregate liability of Marconi, the Sellers and their
Affiliates (taken together) for any and all matters referred to in clauses
(i) and (ii) exceed the Purchase Price in the aggregate.


 


(c)                                  The Seller Indemnified Parties shall have the right to payment by the
Purchasers under Section 12.3(a) only if, and only to the
extent that, the Seller Indemnified Parties shall have incurred (i) as to
any particular claim under Section 12.3(a), an indemnifiable Loss
in excess of $37,500 and (ii) as to all claims under Section 12.3(a),
indemnifiable Losses in excess of $4,000,000 (in determining whether this
aggregate threshold has been satisfied, only Losses exceeding the per claim
threshold set forth in the foregoing clause (i) shall be
included).


 


(d)                                 Neither Emerson, any Purchaser nor any of their Affiliates shall have any
liability under or otherwise in connection with this Agreement or the Related
Agreements or the transactions contemplated hereby or thereby in excess of (i) as
to all representations and warranties, other than Title and Authorization
Warranties, $80,000,000 in the aggregate, and (ii) as to Title and
Authorization Warranties and all other matters under this Agreement and the
Related Agreements, the Purchase Price in the aggregate; provided, that
in no event shall the aggregate liability of Emerson, the Purchasers and their
Affiliates (taken together) for any and all matters referred to in clauses (i) and
(ii) exceed the Purchase Price in the aggregate.


 


(e)                                  IN NO EVENT SHALL ANY PARTY HEREUNDER OR
ANY OF SUCH PARTY’S AFFILIATES HAVE ANY LIABILITY UNDER THIS AGREEMENT, ANY
RELATED AGREEMENT OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY FOR SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, EXCEPT THAT THE FOREGOING EXCLUSION
SHALL NOT APPLY TO ANY SUCH DAMAGES PAYABLE BY A PURCHASER INDEMNIFIED PARTY OR
A SELLER INDEMNIFIED PARTY TO AN UNAFFILIATED THIRD PARTY.


 


(f)                                    THE SOLE AND EXCLUSIVE LIABILITY AND
RESPONSIBILITY OF (A) MARCONI AND ITS AFFILIATES TO EMERSON AND ITS
AFFILIATES AND (B) EMERSON AND ITS AFFILIATES TO MARCONI AND ITS
AFFILIATES UNDER OR IN CONNECTION WITH THE ASSETS, THE BUSINESS, THIS
AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (INCLUDING FOR ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR
WARRANTY OR FOR ANY BREACH OF ANY COVENANT OR OBLIGATION OR FOR ANY OTHER
REASON), AND THE SOLE AND EXCLUSIVE REMEDY OF THE SELLERS, THE PURCHASERS AND
THEIR RESPECTIVE AFFILIATES WITH RESPECT TO ANY OF THE FOREGOING, SHALL BE AS
SET FORTH IN THIS ARTICLE XII AND IN SECTION 6.4(E), SECTION 6.5,
SECTION 6.8(E) AND SECTION 6.11(C).  To the


 


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extent that any party hereunder or any of
such party’s Affiliates has any Losses for which it may assert any other right
to indemnification, contribution or recovery from any other party hereunder or
any of such other party’s Affiliates (whether under this Agreement or under any
common law theory or any statute or other Law, including any Environmental Law,
or otherwise), such party hereby waives, releases and agrees
not to assert such right, and such party agrees to cause each of its Affiliates
to waive, release and agree not to assert such right, regardless of the theory
upon which any claim may be based, whether contract, equity, tort, warranty,
strict liability or any other theory of liability except to the extent such
claims are based upon actual fraud.


 


(g)                                 The limitations contained in the foregoing clauses (a) through
(d) of this Section 12.4 shall not apply to any
indemnity obligation of Marconi, Emerson, or any of their respective Affiliates
in respect of Taxes.


 


(h)                                 Neither Marconi, the Sellers nor any of their Affiliates shall have any
liability under or otherwise in connection with this Agreement or the Related
Agreements or the transactions contemplated hereby or thereby for any Loss (i) to
the extent arising from a change in Law that becomes effective after the
Closing Date and (ii) if such Loss is accrued, provided or reserved for
in, or otherwise taken into account in, the Statement of Working Capital.


 


12.5                           Materiality.  For purposes of Sections 12.2, 12.3,
and 12.4, the representations and warranties herein shall be deemed to
have been made without any qualifications as to materiality and, accordingly,
all references therein to “material”, “Material Adverse Effect”, “in all
material respects” and similar qualifications as to materiality shall be deemed
to be deleted therefrom (except for the representations and warranties
contained at Sections 4.4, 4.5(a) and 4.10 and except
where any such provision requires disclosure of lists of items of a material
nature or above a specified threshold).


 


12.6                           Claims.  As promptly as is reasonably practicable
after becoming aware of a claim for indemnification under this Agreement
not involving a claim, or the commencement of any suit, action or proceeding,
of the type described in Section 12.7,
the Indemnified Person shall give notice to the Indemnifying Person of such
claim, which notice shall specify the facts alleged to constitute the basis for
such claim, the representations, warranties, covenants and obligations alleged
to have been breached and the amount that the Indemnified Person seeks
hereunder from the Indemnifying Person, together with such information as may
be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do
not apply; provided, that the failure
of the Indemnified Person to give such notice shall not relieve the
Indemnifying Person of its obligations under this Article XII
except to the extent (if any) that the Indemnifying Person shall have been
prejudiced thereby.


 


12.7                           Notice of Third Party Claims; Assumption
of Defense.  The Indemnified Person shall give notice as
promptly as is reasonably practicable to the Indemnifying Person of the
assertion of any claim, or the commencement of any suit, action or proceeding,
by any Person not a party hereto in respect of which indemnity may be sought
under this Agreement (which notice shall specify in reasonable detail the
nature and amount of such claim together with such information as may be
necessary for the Indemnifying Person to determine that the limitations in


 


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Section 12.4
have been satisfied or do not apply); provided,
that the failure of the Indemnified Person to give such notice shall not
relieve the Indemnifying Person of its obligations under this Article XII except to the extent (if
any) that the Indemnifying Person shall have been prejudiced thereby.  The Indemnifying Person may, at its own
expense, (a) participate in the defense of any such claim, suit, action or
proceeding and (b) upon notice to the Indemnified Person, at any time
during the course of any such claim, suit, action or proceeding, assume the
defense thereof with counsel of its own choice and in the event of such
assumption, shall have the exclusive right, subject to clause (a) in the
proviso in Section 12.8, to settle
or compromise such claim, suit, action or proceeding.  If the Indemnifying Person assumes such
defense, the Indemnified Person shall have the right (but not the duty) to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the Indemnifying Person.  Whether or not the Indemnifying Person
chooses to defend or prosecute any such claim, suit, action or proceeding, all
of the parties hereto shall cooperate in the defense or prosecution thereof.


 


12.8                           Settlement or Compromise.  Any settlement or
compromise made or caused to be made by the Indemnified Person (unless the
Indemnifying Person has the exclusive right to settle or compromise under clause (b) of Section 12.7) or the Indemnifying
Person, as the case may be, of any such claim, suit, action or proceeding of
the kind referred to in Section 12.7
shall also be binding upon the Indemnifying Person or the Indemnified Person,
as the case may be, in the same manner as if a final judgment or decree had
been entered by a court of competent jurisdiction in the amount of such
settlement or compromise; provided,
that (a) no obligation, restriction or Loss shall be imposed on the
Indemnified Person as a result of such settlement or compromise without its
prior written consent, which consent shall not be unreasonably withheld, and (b) the
Indemnified Person will not compromise or settle any claim, suit, action or
proceeding without the prior written consent of the Indemnifying Person, which
consent shall not be unreasonably withheld.


 


12.9                           Time Limits.  Any right to indemnification or
other recovery under this Article XII
shall only apply to Losses with respect to which the Indemnified Person shall
have notified the Indemnifying Person in writing within the applicable time
period set forth in Section 12.2
or 12.3, as the case may be.  If any claim for indemnification or other
recovery is timely asserted under this Article XII,
the Indemnified Person shall diligently pursue such claim and, if the
Indemnified Person determines that it is going to bring an action, suit or
proceeding with respect to such claim, the Indemnified Person shall commence
such action, suit or proceeding as soon as reasonably practicable after making
such determination.


 


12.10                     Net Losses and Subrogation.


 


(a)                                  Notwithstanding anything contained herein to the contrary, the amount of
any Losses incurred or suffered by any Indemnified Person shall be calculated
after giving effect to (i) any insurance proceeds received by the
Indemnified Person (or any of its Affiliates) with respect to such Losses, (ii) any
Tax benefit realized by the Indemnified Person (or any of its Affiliates)
arising from the facts or circumstances giving rise to such Losses and (iii) any
recoveries obtained by the Indemnified Person (or any of its Affiliates) from
any other third party.  Each Indemnified
Person shall exercise reasonable efforts to obtain such proceeds, benefits and
recoveries.  If any such proceeds,
benefits or recoveries are received by an Indemnified Person (or any of its
Affiliates)


 


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with respect to any Losses after an
Indemnifying Person has made a payment to the Indemnified Person with respect
thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the
Indemnifying Person the amount of such proceeds, benefits or recoveries (up to
the amount of the Indemnifying Person’s payment).


 


(b)                                 Upon making any payment to an Indemnified Person in respect of any
Losses, the Indemnifying Person will, to the extent of such payment, be
subrogated to all rights of the Indemnified Person (and its Affiliates) against
any third party in respect of the Losses to which such payment relates.  Such Indemnified Person (and its Affiliates)
and Indemnifying Person will execute upon request all instruments reasonably
necessary to evidence or further perfect such subrogation rights.


 


(c)                                  Response Actions.  As to any claim for
indemnification hereunder which may be satisfied by the performance of a
Response Action, the parties agree as follows:


 


(i)                                     An Indemnifying Person shall have no obligation to perform any Response
Actions to satisfy a claim for indemnification or to indemnify the Indemnified
Person for any Losses related to a Response Action, if the claim for
indemnification or the Response Action results from physically invasive tests
of soil, groundwater or other environmental media performed or allowed by the
Indemnified Person, unless such tests are (A) required by Environmental
Law, a Governmental Authority or a judgment or settlement in connection with a
Proceeding brought by an unaffiliated third party or (B) performed by such
Indemnified Person in the ordinary course of business (without regard to the
availability of indemnification hereunder and not including any testing in
connection with the financing, lease or sublease of a Transferred Real
Property) in connection with (1) the sale or other transfer of ownership
by a Purchaser of a Transferred Real Property to an unaffiliated third party or
(2) constructing improvements at a Transferred Real Property;


 


(ii)                                  The Indemnified Person shall have the option of performing such Response
Action, in which case it shall be entitled to recover only two-thirds (2/3) of
the costs of the Response Action from the Indemnifying Person, or of allowing
the Indemnifying Person to perform the Response Action at its expense subject,
in either case, to the limits on indemnification hereunder;


 


(iii)                               Notwithstanding the preceding clause (ii), for all 5-Year PELs arising
from or discovered due to invasive testing pursuant to Section 12.10(c)(i)(B), the Indemnified
Person shall perform the Response Action but shall be entitled to recover only
one-half (1/2) of the costs of the Response Action from the Indemnifying
Person, subject to the limits on indemnification hereunder;


 


(iv)                              The costs of any Phase 1 and Phase 2 investigation and reports shall not
be included in costs recoverable hereunder except to the extent that such
investigation and reports disclose that a Response Action is required under
Environmental Law or ordered by a Governmental Authority;


 


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(v)                                 Any Response Action shall be conducted in a Commercially Reasonable
Manner.  “Commercially Reasonable Manner”
shall mean methods reasonably estimated to have the lowest cost on a present
value basis (from the perspective of a reasonable business person acting
without regard to the availability of indemnification hereunder) for performing
a particular Response Action, without changing the use of any real property, to
achieve compliance with Environmental Law or an order by a Governmental
Authority or judgment or settlement in connection with a Proceeding (including
for these purposes only any administrative action) brought by an unaffiliated
third party; it being understood that such “commercially reasonable manner” shall
include methods to obtain a covenant not to sue or a no further action letter
or other release from a Governmental Authority from an asserted violation of or
liability under Environmental Laws; it being further understood that such
Commercially Reasonable Manner shall include, where appropriate, risk-based
remedies or remedial standards, institutional or engineering controls or deed
restrictions on real property; and


 


(vi)                              Regardless of whether a Response Action is controlled by the Indemnified
Party or the Indemnifying Party, the controlling party shall (A) use
reasonable efforts to consult with the other party in good faith prior to
conducting any Response Action, (B) not unreasonably interfere with the
operations at any Transferred Real Property (C) provide copies of
material, non-privileged documents to the other party and a reasonable
opportunity for the other party to comment on such documents, (D) keep the
other party reasonably informed relating to the progress of the Response
Action, (E) allow the other party to participate, at such other party’s
expense, in any communications, meetings or proceedings involving a
Governmental Authority or any third party, (F) permit the other party and
its consultants or advisors, at their own expense, to observe any Response
Action, and (G) select counsel, contractors and consultants of recognized
standing and competence.


 


12.11                     Purchase Price Adjustments.  To the extent permitted by Law,
any amounts payable under Section 12.2
or Section 12.3 shall be treated
by the Purchasers and the Sellers as an adjustment to the Purchase Price.


 


ARTICLE XIII


 


MISCELLANEOUS


 


13.1                           Expenses.  Except as contemplated by Section 6.10(c),
each party hereto shall bear its own fees and expenses with respect to the
transactions contemplated hereby; provided, however, that the
Purchasers shall pay all filing fees associated with the filings required by Sections
6.3(d) and 6.3(e).


 


13.2                           Amendment.  Except as provided in Section 13.17, this Agreement may be
amended, modified or supplemented only in a writing signed by Emerson and
Marconi.


 


13.3                           Notices.  Any notice, request, instruction
or other document to be given hereunder by a party hereto shall be in writing
and shall be deemed to have been given, (a) when received if given in
person or by courier or a courier service, or (b) on the date of
transmission if sent by


 


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facsimile transmission (receipt
confirmed) on a Business Day during the normal business hours of the intended
recipient, and if not so sent on such a day and at such a time, on the
following Business Day:


 


	
  (i)

  	
   

  	
  If to Emerson or any
  Purchaser, addressed as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Emerson Electric Co.

  
	
   

  	
   

  	
  8000 W. Florissant
  Avenue

  
	
   

  	
   

  	
  St. Louis, Missouri
  63136-8506

  
	
   

  	
   

  	
  Attention:

  	
  R. M. Cox, Jr.,

  
	
   

  	
   

  	
   

  	
  Sr. Vice President —

  
	
   

  	
   

  	
   

  	
  Acquisitions
  Development

  
	
   

  	
   

  	
  Facsimile:

  	
  314-553-1605

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Emerson Electric Co.

  
	
   

  	
   

  	
  8000 W. Florissant
  Avenue

  
	
   

  	
   

  	
  St. Louis, Missouri
  63136-8506

  
	
   

  	
   

  	
  Attention:

  	
  W. Wayne Withers

  
	
   

  	
   

  	
  Facsimile:

  	
  314-553-3205

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Davis Polk &
  Wardell

  
	
   

  	
   

  	
  450 Lexington Avenue

  
	
   

  	
   

  	
  New York, New York
  10017

  
	
   

  	
   

  	
  Attention:

  	
  Paul R. Kingsley

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 450-4800

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  If to Marconi or any
  Seller, addressed as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marconi Communications, Inc.

  
	
   

  	
   

  	
  3000 Marconi Drive

  
	
   

  	
   

  	
  Warrendale,
  Pennsylvania 15086

  
	
   

  	
   

  	
  Attention:

  	
  General Counsel –
  Americas

  
	
   

  	
   

  	
  Facsimile:

  	
  (724) 742-7100

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marconi Corporation plc

  
	
   

  	
   

  	
  34 Grosvenor Square

  
	
   

  	
   

  	
  London

  



 


85





















 


	
   

  	
   

  	
  W1K 2HD

  
	
   

  	
   

  	
  Attention: Company
  Secretary

  
	
   

  	
   

  	
  Facsimile: (44) 207 409
  7748

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mayer, Brown, Rowe &
  Maw LLP

  
	
   

  	
   

  	
  190 South LaSalle
  Street

  
	
   

  	
   

  	
  Chicago, Illinois 60603

  
	
   

  	
   

  	
  Attention:

  	
  Paul M. Crimmins

  
	
   

  	
   

  	
  Facsimile:

  	
  (312) 701-7711

  



 


or to such other
individual or address as a party hereto may designate for itself by notice
given as herein provided.


 


13.4                           Payments in Dollars.  Except as otherwise provided
herein or in a Related Agreement, all payments pursuant hereto shall be made by
wire transfer in Dollars in same day or immediately available funds without any
set-off, deduction or counterclaim whatsoever.


 


13.5                           Waivers.  Except as otherwise provided in Article XII, the failure of a party
hereto at any time or times to require performance of any provision hereof
or claim damages with respect thereto shall in no manner affect its right at a
later time to enforce the same.  No waiver
by a party of any condition or of any breach of any term, covenant,
representation or warranty contained in this Agreement shall be effective
unless in writing, and no waiver in any one or more instances shall be deemed
to be a further or continuing waiver of any such condition or breach in other
instances or a waiver of any other condition or breach of any other term,
covenant, representation or warranty.


 


13.6                           Assignment.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; provided,
that, except with the written consent of the other parties, no assignment of
this Agreement or any rights or obligations hereunder, by operation of law or
otherwise, may be made by any party, other than to an Affiliate of such party
(but no such assignment shall relieve the assigning party of its obligations
hereunder).


 


13.7                           No Third Party Beneficiaries.  This Agreement is solely for the
benefit of the parties hereto and, to the extent expressly provided herein,
their respective Affiliates, and no provision of this Agreement shall be deemed
to confer upon other third parties any remedy, claim, liability, reimbursement,
cause of action or other right.


 


13.8                           Publicity.  Prior to the Closing Date, no
public announcement or other publicity regarding the existence of this
Agreement or any of the Related Agreements or their contents or the
transactions contemplated hereby or thereby shall be made by Emerson, Marconi
or any of their respective Affiliates, officers, directors, employees,
representatives or agents, without the prior written agreement of Emerson and
Marconi, in any case, as to form, content, timing and manner of distribution or
publication. On and after the Closing Date, each of Emerson, Marconi, the
Sellers and the Purchasers agree to hold confidential the terms and provisions
of this Agreement and the Related Agreements and the terms of the transactions
contemplated hereby and thereby.  Notwithstanding
the foregoing, nothing in this Section 13.8
shall prevent any party


 


86





















 


or its Affiliates or any other
Person from (a) making any public announcement or disclosure required by
Law, the rules of any stock exchange, the Panel on Takeovers and Mergers
or the UKLA, (b) disclosing this Agreement or any of the Related
Agreements or their contents or the transactions contemplated hereby or thereby
to (i) current and future officers, directors, employees, representatives
and agents of such party and its Affiliates, (ii) current and potential
lenders to, investors in and purchasers of such party and its Affiliates (or
any portion thereof), and (iii) those Persons whose approval, agreement or
opinion, as the case may be, is required for consummation of such particular
transaction or transactions, (c) disclosing to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of the
transaction contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to
such tax treatment and tax structure except to the extent maintaining
confidentiality of such information is necessary to comply with any applicable federal or state securities
Laws or (d) making any disclosures
incident to enforcing its rights hereunder.


 


13.9                           Further Assurances.  Upon the reasonable request of
any Purchaser, on and after the Closing Date, the Sellers shall execute and
deliver to such Purchaser such deeds, assignments and other instruments as may
be reasonably requested by such Purchaser and are required to effectuate
completely the transfer and assignment to such Purchaser of the right, title
and interest of the Sellers in and to the Assets, and to otherwise carry out
the purposes of this Agreement.


 


13.10                     Severability.  If any provision of this
Agreement shall be held invalid, illegal or unenforceable, the validity,
legality or enforceability of the other provisions hereof shall not be affected
thereby, and there shall be deemed substituted for the provision at issue a
valid, legal and enforceable provision as similar as possible to the provision
at issue.


 


13.11                     Entire Understanding.  This Agreement, the Related
Agreements and the Confidentiality Agreement set forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby and thereby and supersede any and all prior agreements,
arrangements and understandings among the parties relating to the subject
matter hereof.


 


13.12                     Language.  Emerson, Marconi, the Sellers
and the Purchasers agree that the language used in this Agreement is the
language chosen by the parties to express their mutual intent, and that no rule of
strict construction is to be applied against Emerson, Marconi, any Seller or
any Purchaser.  Each of Emerson, Marconi,
the Sellers and the Purchasers and their respective counsel have reviewed and
negotiated the terms of this Agreement.


 


13.13                     Applicable Law.  This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of New York without giving effect to the principles of conflicts of law
thereof.


 


13.14                     Remittances.  All remittances, payments, mail
and other communications relating to the Assets or the Assumed Obligations
received by any Seller at any time after the Closing Date shall be promptly
turned over to the applicable Purchaser by such Seller.  All remittances, payments, mail and other
communications relating to the Excluded Assets or the Retained


 


87





















 


Obligations received by any
Purchaser at any time after the Closing Date shall be promptly turned over to
the applicable Seller by such Purchaser.


 


13.15                     Bulk Sales.  The Purchasers hereby waive
compliance by the Sellers with the provisions of the Laws of any jurisdiction
relating to a bulk sale or transfer of assets that may be applicable to the
transfer of the Assets.  Notwithstanding
the previous sentence, Marconi Canada shall apply for a certificate (a “Clearance
Certificate”) pursuant to Section 6 of the Retail Sales Tax Act
(Ontario) or similar legislation in those jurisdictions in which the Assets are
located or in which Marconi Canada is registered for provincial sales tax
purposes, and which jurisdictions require the Canadian Purchaser to request and
be provided with a Clearance Certificate in respect of the transfer of the
Assets, each of which Clearance Certificates indicates that all provincial
retail sales taxes collectible or payable by Marconi Canada have been paid up
to the Closing Date or that Marconi Canada has entered into satisfactory
arrangements for the payment of such taxes. 
Marconi Canada shall provide the duplicate of such Clearance
Certificate(s) to the Canadian Purchaser on the Closing Date.


 


13.16                     Jurisdiction of Disputes; Waiver of Jury
Trial. 
Each party to this Agreement hereby (a) agrees that any litigation,
proceeding or other legal action in connection with or relating to this
Agreement, any Related Agreement or any matters contemplated hereby or thereby,
shall be brought by any party solely in a court of competent jurisdiction
located within the County of New York, in the State of New York, whether a
state or federal court; (b) agrees that in connection with any such
litigation, proceeding or action, it will consent and submit to personal
jurisdiction in any such court described in clause
(a) of this Section 13.16
and to service of process upon it in accordance with the rules and
statutes governing service of process; (c) agrees to waive to the full
extent permitted by Law any objection that it may now or hereafter have to the
venue of any such litigation, proceeding or action in any such court or that
any such litigation, proceeding or action was brought in an inconvenient forum;
(d) designates, appoints and directs CT Corporation System as its
authorized agent to receive on its behalf service of any and all process and
documents in any such litigation, proceeding or action in the County of New
York, in the State of New York; (e) agrees to notify the other parties to
this Agreement immediately if such agent shall refuse to act, or be prevented
from acting, as agent and, in such event, promptly to designate another agent
in the County of New York, in the State of New York to serve in place of such
agent and deliver to the other parties written evidence of such substitute
agent’s acceptance of such designation; (f) agrees as an alternative
method of service to service of process in any such litigation, proceeding or
action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any
service made as provided herein shall be effective and binding service in every
respect; and (h) agrees that nothing herein shall affect the rights of any
party to effect service of process in any other manner permitted by Law.  EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY
WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING
UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS
CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY
OR APPROPRIATE TO EFFECT SUCH WAIVER.


 


13.17                     Schedules.  Any matter disclosed on a Schedule to
this Agreement shall be deemed to be disclosed for such Schedule and for
all other Schedules to the extent the relationship of such matter to such other
Schedule is reasonably apparent on its face.  Neither the


 


88





















 


specification of any Dollar amount
or any item or matter in any provision of this Agreement or any Related
Agreement nor the inclusion of any specific item or matter in any Schedule hereto
or thereto is intended to imply that such amount, or higher or lower amounts,
or the item or matter so specified or included, or other items or matters, are
or are not material, and no party shall use the fact of the specification of
any such amount or the specification or inclusion of any such item or matter in
any dispute or controversy between the parties as to whether any item or matter
is or is not material for purposes of this Agreement or any Related
Agreement.  Neither the specification of
any item or matter in any provision of this Agreement or any Related Agreement
nor the inclusion of any specific item or matter in any Schedule hereto or
thereto is intended to imply that such item or matter, or other items or
matters, are or are not in the ordinary course of business, and no party shall
use the fact of the specification or the inclusion of any such item or matter
in any dispute or controversy between the parties as to whether any item or
matter is or is not in the ordinary course of business for purposes of this
Agreement or any Related Agreement.  The
Sellers shall, from time to time prior to or at the Closing, by notice in
accordance with the terms of this Agreement, supplement or amend any Schedule hereto,
including one or more supplements or amendments to correct any matter which
would constitute a breach of any representation, warranty, covenant or
obligation contained herein.  No such
supplemental or amended Schedule shall be deemed to cure any breach for
purposes of Section 7.1 or,
subject to the following sentence, for any other purpose.  Notwithstanding the previous sentence, if the
Closing occurs, then, subsequent to the Closing, any such supplement and
amendment with respect to any representation or warranty contained in Section 4.10(a),
the second sentence of Section 4.22 or Section 4.24(b) relating
to a matter arising after the date hereof will be effective to cure and correct
for all purposes any inaccuracy in or breach of any such representation or,
warranty, which would exist if the Sellers had not made such supplement or
amendment, and all references to any Schedule hereto which is supplemented
or amended as provided in this Section 13.17
shall (subject to the foregoing limitation) for all purposes after the Closing
be deemed to be a reference to such Schedule as so supplemented or
amended.  Notwithstanding the foregoing,
the Sellers shall be permitted to amend and supplement Schedule 4.10(d),
4.13(b) and 4.13(h) prior to the Closing Date to
disclose any agreement or understanding (written or oral) with any sales
representative or distributor, provided that such agreement (i) is
currently effective under applicable law, (ii) contains terms and
conditions with respect to fees, commissions, penalties and termination that
are customary in the industry for the relevant territory, and (iii) has
been entered into in the ordinary course of the Business.


 


13.18                     Disclaimer of Warranties.  Neither Marconi nor any Seller
makes any representations or warranties with respect to any projections,
forecasts or forward-looking statements made available to Emerson or any
Purchaser.  There is no assurance that
any projected or forecasted results will be achieved.  EXCEPT TO THE EXTENT OF THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV,
THE SELLERS ARE SELLING THE ASSETS ON AN “AS IS, WHERE IS” BASIS, AND MARCONI
AND THE SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES,
WHETHER EXPRESS OR IMPLIED.  NEITHER MARCONI
NOR ANY SELLERS MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED REPRESENTATIONS OR
WARRANTIES, AND DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES.  WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS
EXPRESSLY SET FORTH IN ARTICLE IV, MARCONI


 


89





















 


AND THE SELLERS DISCLAIM ANY
WARRANTY OF TITLE OR NON-INFRINGEMENT AND ANY WARRANTY ARISING BY INDUSTRY CUSTOM
OR COURSE OF DEALING.  EMERSON AND THE
PURCHASERS ACKNOWLEDGE AND AGREE THAT THEY ARE NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE IV.  Emerson and the Purchasers acknowledge and
agree that neither Marconi, any Seller, any of their respective Affiliates, any
of their respective representatives nor any other Person has made any
representation or warranty, express or implied, as to the accuracy or
completeness of any memoranda, charts, summaries, schedules or other
information heretofore made available by Marconi, any Seller, any of their
respective Affiliates or their respective representatives to the Purchasers,
any of their Affiliates or their representatives (including the presentations
and related materials dated May 2004) or any information that is not
included in this Agreement or the Schedules hereto or the Related Agreements,
and neither Marconi, any Seller, any of their respective Affiliates, any of
their respective representatives nor any other Person will have or be subject
to any liability to the Purchasers, any of their Affiliates or their
representatives resulting from the distribution of any such information to, or
the use of any such information by, the Purchasers, any of their Affiliates or
any of their agents, consultants, accountants, counsel or other
representatives.


 


13.19                     Interest Calculation.  For
purposes of this Agreement, whenever interest is to be calculated, it shall be
calculated on the basis of a year of 360 days, in which case each rate of
interest determined pursuant to such calculation expressed as an annual rate
for purposes of the Interest Act (Canada) is equivalent to such rate as so
determined multiplied by the actual number of days in the calendar year in
which the same is to be ascertained and divided by 360.


 


13.20                     Counterparts.  This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


*  *  *


 


90





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and delivered as of
the date first above written.


 


	
   

  	
   

  	
  EMERSUB XCII, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  R. M.
  Cox, Jr.

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMERSON ELECTRIC CANADA LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  R. M.
  Cox, Jr.

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMERSON MEXICO CORPORATE SERVICES,

  S. DE R.L. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Simon
  Diaz

  
	
   

  	
   

  	
  Title:  Chief
  Executive Officer and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMERSON ELECTRIC CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  R. M.
  Cox, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President – Acquisitions and

  Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI CORPORATION PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Richard
  V. McPhail III

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  



 





















 


	
   

  	
   

  	
  MARCONI COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Richard
  V. McPhail III

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI INTELLECTUAL PROPERTY

  (RINGFENCE) INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Richard
  V. McPhail III

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI COMMUNICATIONS CANADA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Richard
  V. McPhail III

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI COMMUNICATIONS DE MEXICO

  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name:  Richard
  V. McPhail III

  
	
   

  	
   

  	
  Title:  Authorized
  Signatory

  



 













 


	
   

  	
   

  	
  MARCONI COMMUNICATIONS EXPORTEL,

  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name: Richard V. McPhail III

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVA MARCONI

  COMMUNICATIONS S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name: Richard V. McPhail III

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI POLSKA SP ZOO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name: Richard V. McPhail III

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCONI COLOMBIA, S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  Name: Richard V. McPhail III

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 





















 


Title: Exhibit Canada


Canadian Employee Benefit Plans and Arrangements


 


1.  Unless otherwise defined herein, capitalized
terms used in this Exhibit Canada shall have the same meanings as
set forth in the Agreement.


 


2.   “Canadian Employee Plans” means all the
written employee benefit, fringe benefit, supplemental unemployment benefit,
bonus, incentive, profit sharing, termination, change of control, pension,
retirement, stock option, stock purchase, stock appreciation, phantom stock,
health, welfare, medical, dental, disability, life insurance and similar plans,
programs, arrangements or practices relating to Current Canadian Employees or
Former Canadian Employees, and/or current officers or directors of Marconi
Canada maintained, sponsored or funded by Marconi Canada, whether written or
oral, funded or unfunded, insured or self-insured, registered or unregistered,
other than government-sponsored employment insurance, workers’ compensation,
health insurance or pension plans.


 


3.   Schedule
Canada-1 to this Exhibit Canada is a list, as of June 29,
2004, of Current Canadian Employees, setting forth with respect to each Current
Canadian Employee: (i) the position; (ii) accumulated continuous
service; (iii) work location; and (iv) collective labor agreement, if
applicable.  Except as set forth in Schedule Canada-1, there are no
collective labor agreements which pertain to the Current Canadian
Employees.  Marconi Canada has provided to the Canadian Purchaser copies
of the collective labor agreements set forth in Schedule Canada-1. 
Schedule Canada-2 to
this Exhibit Canada sets forth all Employees currently on a leave
approved by Marconi Canada, including, parental or pregnancy leave or leave
related to receipt of short term or long term disability benefits or workers’
compensation benefits.


 


4.   The Canadian Purchaser shall offer
continuing employment (each an “Employment Offer”),
commencing immediately following the Closing to each non-unionized Current
Canadian Employee by means of a letter (the forms of which shall be mutually
agreed by the Canadian Purchaser and MCI) consistent with its obligations as
set out herein.  Such offer of continuing
employment in the case of Current Canadian Employees not subject to a
collective agreement, shall be on terms and conditions that are the same as the
terms and conditions on which such Current Canadian Employees are employed by
Marconi Canada immediately prior to the Closing Date, and shall, without
limiting the generality of the foregoing, include (i) employment in the
same location to that at which such Current Canadian Employee is employed
immediately prior to the Closing Date, (ii) compensation and benefits that
are equal, at a minimum, to the compensation and benefits at which such Current
Canadian Employee is employed immediately prior to the Closing Date, (iii) employment
in the same position as the position held by such Current Canadian Employee
immediately prior to the Closing Date, (iv) recognition of such current
Canadian Employee’s continuous service date with Marconi Canada for all
purposes and (v) benefits under Canadian Employee Plans.


 


5.   Current Canadian Employees on leave of
absence and listed on Schedule Canada-2 shall
receive written confirmation of the continuation of their employment status
with the Canadian Purchaser as it was immediately prior to the Closing.


 





















 


6.   Each Current Canadian Employee subject to a
collective agreement shall be offered continuing employment by the Canadian
Purchaser on the terms and conditions set out in the applicable collective
labor agreement.


 


7.   The Canadian Purchaser will be the successor
to Marconi Canada under the collective labor agreement which applies to the
Current Canadian Employees pursuant to the provisions of applicable labor
legislation and on and after the Closing Date will be bound by and observe all
of the terms, conditions, rights and obligations previously applicable to
Marconi Canada under the collective labor agreement to the extent that they
apply to the Employees.


 


8.   Schedule Canada-3
to this Exhibit Canada lists all Canadian Employee Plans.  Marconi Canada has furnished to the Canadian
Purchaser true, correct and complete copies of all Canadian Employee Plans as
amended as of the date hereof.  All
contributions or premiums required to be paid by Marconi Canada under the terms
of each Canadian Employee Plan or by Law have been made in a timely fashion in
accordance with such Law and the terms of the Canadian Employee Plans.  Each Canadian Employee Plan has been
registered (where required) and administered, in all material respects, in
accordance with its terms and all applicable Laws.  No commitments to improve or otherwise amend
any Canadian Employee Plan have been made except as required by applicable Law
or pursuant to the existing Marconi Canada collective agreement (Expiry: December 6,
2006).  Each Canadian Employee Plan which
is a funded plan is funded to the extent required by Law as of the Closing
Date.  No Canadian Employee Plan has been
subject to wind-up or partial wind-up either declared or undeclared.  There are no unfunded supplemental Canadian
Employee Plans.  There have been no
unlawful or inappropriate use of assets of withdrawal of surplus from or in
respect of any Canadian Employee Plan. 
The asset and liabilities valuations disclosed to the Purchasers in
respect of each Canadian Employee Plan have been determined using reasonable
actuarial assumptions consistent with FAS 87 as provided to the Canadian
Purchaser.  None of the Canadian Employee
Plans (other than pension plans) provide benefits to retired employees or to
the beneficiaries or dependants of retired employees.  Notwithstanding anything in the Agreement or
this Exhibit Canada to the contrary, any individual agreement with
a Current Canadian Employee providing for the payment of certain amounts to
such Current Canadian Employee based on the transactions contemplated by the
Agreement and for which liability is not assumed by the Canadian Purchaser
pursuant to this Exhibit Canada shall not be listed on any Schedule to
the Agreement or to this Exhibit Canada.


 


9.   Effective as of the Closing Date, Marconi
Canada shall transfer and assign to the Canadian Purchaser all assets under,
and sponsorship of and all its rights, powers, duties, liabilities and
obligations under and with respect to each of the Canadian Employee Plans and
the Canadian Purchaser shall assume sponsorship of and all rights, powers,
duties, liabilities and obligations of Marconi Canada under and with respect to
each of the Canadian Employee Plans.  For
periods after the Closing Date, Marconi Canada shall have no obligation, duty
or liability under or with respect to the Canadian Employee Plans.  For greater certainty, the Canadian Purchaser
shall assume all accrued vacation, sick leave and incentive entitlements of the
Current Canadian Employees prior to the Closing Date, and after the Closing
Date Marconi Canada shall have no obligation, duty or liability under or with
respect to such accrued vacation, sick leave and incentive entitlements of the
Current Canadian Employees prior to the Closing Date.


 





















 


10.   The Canadian Purchaser will recognize, to
the extent previously recognized by Marconi Canada, the past service of the
Current Canadian Employees with Marconi Canada, for all purposes, including
seniority, vacation accrual, sick leave accrual, eligibility to participate in
the Canadian Employee Plans, vesting, determination of benefits pursuant to
such plans and entitlement to notice of termination of employment or pay in
lieu thereof and severance pay.  With respect
to health, life, welfare and other group benefits in which the Current Canadian
Employees participate, the Canadian Purchaser shall honor any deductible,
co-payments, co-insurance or out-of-pocket expenses paid or incurred by such
Current Canadian Employees, including with respect to their covered dependents,
under the Canadian Employee Plans from January 1, 2004 to their employment
commencement date with Purchaser.  The
Canadian Purchaser shall pay all expenses of Marconi Canada and its Affiliates
in obtaining any information necessary for the Canadian Purchaser to satisfy
its obligations under this paragraph.  Purchaser
will ensure that there is continuous and uninterrupted coverage for the Current
Canadian Employees pursuant to the Canadian Employee Plans.


 


11.                                 Subject
to the terms of a collective agreement, if applicable, for a period of not less
than twelve (12) months following the Closing Date, Purchaser shall, with
respect to each Current Canadian Employee, maintain in effect terms and
conditions of employment and Canadian Employee Plans that are the same as or
better than the terms and conditions of employment and employee benefits of the
Current Canadian Employees with Marconi Canada prior to the Closing Date and
with respect to Former Canadian Employees, maintain in effect their Canadian
Employee Plans.  Unless modified by the
mutual agreement of the Canadian Purchaser and the applicable collective
bargaining agent, with respect to each Current Canadian Employee subject to the
collective agreements, the Canadian Purchaser shall maintain in effect the
terms and conditions of employment of the relevant collective agreements.


 


12.                                 Purchaser
shall assume all obligations and liabilities of Marconi under any Post Closing
Ashcroft Severance Agreement listed in Schedule Canada-3
(true and complete copies of which have been made available to the Canadian
Purchaser) and Marconi shall assume its obligations under the Pre-Closing
Ashcroft Severance Agreement.


 


13.                                 Notwithstanding the foregoing, Ms. Sandra
Tavares will not be treated as a Current Canadian Employee for the purposes of
this Exhibit Canada as her employment will be, prior to the
Closing, either transferred to an Affiliate of Marconi Canada or
terminated.  All liability related to Ms. Sandra Tavares will be
retained by Marconi Canada provided that any pension liability for periods
prior to such transfer or employment termination will be assumed by the
Canadian Purchaser in accordance with this Exhibit Canada to the extent
such liability has not been satisfied prior to the Closing.


 





















 


Schedule Canada-1 to Exhibit Canada


 


Current Canadian Employees and


Collective Labour Agreements Pertaining to Current
Canadian Employees


 


Current Canadian
Employees


 


As of 6/29/04


 


Salaried Employees:


 


	
  EMPLID

  	
   

  	
  NAME

  	
   

  	
  JOB TITLE

  	
   

  	
  YEARS OF

  SERVICE

  	
   

  
	
  90160

  	
   

  	
  Ashcroft,Robert

  	
   

  	
  VP, Ops &
  Engineering, Canada

  	
   

  	
  24

  	
   

  
	
  90492

  	
   

  	
  Babineau,John

  	
   

  	
  Design Engineer

  	
   

  	
  16

  	
   

  
	
  90886

  	
   

  	
  Baker,James A

  	
   

  	
  Facility/Program
  Mgr

  	
   

  	
  3

  	
   

  
	
  90996

  	
   

  	
  Beckett,Robert

  	
   

  	
  Technical
  Support Engineer 1

  	
   

  	
  0

  	
   

  
	
  90780

  	
   

  	
  Black,Steve

  	
   

  	
  Service
  Technician

  	
   

  	
  6

  	
   

  
	
  90750

  	
   

  	
  Bodegraven,Chris

  	
   

  	
  Systems Engineer

  	
   

  	
  7

  	
   

  
	
  90988

  	
   

  	
  Brown,William

  	
   

  	
  Configuration
  Designer, Engg

  	
   

  	
  0

  	
   

  
	
  90872

  	
   

  	
  Brydson,David

  	
   

  	
  Applications
  Engineer

  	
   

  	
  3

  	
   

  
	
  90309

  	
   

  	
  Burwell,Mark

  	
   

  	
  Assoc Coord:
  Planning/Sched

  	
   

  	
  19

  	
   

  
	
  90958

  	
   

  	
  Bydeweg,Wesley

  	
   

  	
  Application
  Specialist

  	
   

  	
  3

  	
   

  
	
  90903

  	
   

  	
  Canavan,Bruce

  	
   

  	
  Sys Design Team
  Leader

  	
   

  	
  3

  	
   

  
	
  90398

  	
   

  	
  Cardy,Christine

  	
   

  	
  Financial
  Analyst CAN

  	
   

  	
  19

  	
   

  
	
  90482

  	
   

  	
  Chapman,Paul

  	
   

  	
  Sr Account
  Manager

  	
   

  	
  16

  	
   

  
	
  90929

  	
   

  	
  Corbitt,Joseph

  	
   

  	
  Production
  Supervisor

  	
   

  	
  3

  	
   

  
	
  90245

  	
   

  	
  Courtney,Bill

  	
   

  	
  Manager, Quality
  Assurance

  	
   

  	
  23

  	
   

  
	
  91021

  	
   

  	
  Craig,Matt

  	
   

  	
  Quality Analyst

  	
   

  	
  0

  	
   

  
	
  90895

  	
   

  	
  Dupuis,Audrey

  	
   

  	
  Administrative
  Assistant

  	
   

  	
  3

  	
   

  
	
  90100

  	
   

  	
  Edwards,Cam

  	
   

  	
  Technical
  Support Engineer 2

  	
   

  	
  25

  	
   

  
	
  91000

  	
   

  	
  Emery,MJ

  	
   

  	
  Human Resources
  Manager

  	
   

  	
  0

  	
   

  
	
  90523

  	
   

  	
  England,Sandra

  	
   

  	
  Quality Management
  Rep

  	
   

  	
  15

  	
   

  
	
  90949

  	
   

  	
  Ewers,Stephen

  	
   

  	
  Site Project
  Manager

  	
   

  	
  3

  	
   

  
	
  90808

  	
   

  	
  Felker,Kurt

  	
   

  	
  National Sales
  Manager

  	
   

  	
  5

  	
   

  
	
  90063

  	
   

  	
  Fowler,Roy

  	
   

  	
  Master Scheduler

  	
   

  	
  29

  	
   

  
	
  90989

  	
   

  	
  Gervais,Tracy

  	
   

  	
  Controller -
  Business Unit

  	
   

  	
  0

  	
   

  
	
  90485

  	
   

  	
  Giasson,Dennis

  	
   

  	
  Engineering -
  IC1

  	
   

  	
  16

  	
   

  
	
  90843

  	
   

  	
  Gould,William

  	
   

  	
  Application
  Specialist

  	
   

  	
  4

  	
   

  
	
  90863

  	
   

  	
  Grace,Andrew

  	
   

  	
  Production
  Supervisor

  	
   

  	
  4

  	
   

  
	
  90842

  	
   

  	
  Guira,Isidro

  	
   

  	
  Installer

  	
   

  	
  4

  	
   

  
	
  90524

  	
   

  	
  Hackney,James

  	
   

  	
  Dir, Marketing,
  Sales &Service

  	
   

  	
  15

  	
   

  
	
  90786

  	
   

  	
  Herbert,Dawn

  	
   

  	
  Configuration
  Specialist

  	
   

  	
  5

  	
   

  
	
  90114

  	
   

  	
  Hewitt,Harry

  	
   

  	
  Customer Service
  Specialist

  	
   

  	
  20

  	
   

  



 





















 


	
  90573

  	
   

  	
  Husband,Steve

  	
   

  	
  Materials
  Manager

  	
   

  	
  26

  	
   

  
	
  90975

  	
   

  	
  Kelahear,Ken

  	
   

  	
  Regional Sales
  Representative

  	
   

  	
  1

  	
   

  
	
  90832

  	
   

  	
  Leggio,Paul

  	
   

  	
  Account Manager

  	
   

  	
  4

  	
   

  
	
  90995

  	
   

  	
  Lennon,Vince

  	
   

  	
  Junior Buyer

  	
   

  	
  0

  	
   

  
	
  90399

  	
   

  	
  Lepik,Thomas

  	
   

  	
  Sr Product
  Manager

  	
   

  	
  19

  	
   

  
	
  90783

  	
   

  	
  Lewinsky,Steve

  	
   

  	
  Network Engineer
  1

  	
   

  	
  5

  	
   

  
	
  90566

  	
   

  	
  Luscombe,Karen

  	
   

  	
  Coordinator 7:
  Engineering

  	
   

  	
  15

  	
   

  
	
  90193

  	
   

  	
  MacDonald,Murray

  	
   

  	
  Engg-Top Level
  IC

  	
   

  	
  24

  	
   

  
	
  90859

  	
   

  	
  Mason,Donna (LTD)

  	
   

  	
  Senior Account
  Specialist

  	
   

  	
  4

  	
   

  
	
  90776

  	
   

  	
  Matthies,Jason

  	
   

  	
  DC Power Sys
  Designer

  	
   

  	
  6

  	
   

  
	
  90610

  	
   

  	
  Maynard,David

  	
   

  	
  Service
  Technician

  	
   

  	
  16

  	
   

  
	
  90819

  	
   

  	
  McClure,Cathy

  	
   

  	
  Coordinator 7:
  Finance

  	
   

  	
  4

  	
   

  
	
  90876

  	
   

  	
  Merkley,David

  	
   

  	
  Manufacturing
  Engineer

  	
   

  	
  3

  	
   

  
	
  90600

  	
   

  	
  Moritz,Heidi

  	
   

  	
  Market Segment
  Manager

  	
   

  	
  14

  	
   

  
	
  90370

  	
   

  	
  Neal,Marty

  	
   

  	
  Product Manager

  	
   

  	
  25

  	
   

  
	
  90420

  	
   

  	
  Neufeglise,Sherry

  	
   

  	
  Cost Accountant
  CAN

  	
   

  	
  16

  	
   

  
	
  90520

  	
   

  	
  Noble,Nicole

  	
   

  	
  Sourcing Analyst

  	
   

  	
  16

  	
   

  
	
  90992

  	
   

  	
  Parker,Gerry

  	
   

  	
  Manufacturing
  Engineer

  	
   

  	
  0

  	
   

  
	
  90751

  	
   

  	
  Phillimore,Cheryl

  	
   

  	
  Office Clerk 6:
  Finance

  	
   

  	
  7

  	
   

  
	
  90550

  	
   

  	
  Rader,Robert

  	
   

  	
  Parts Order
  Coordinator

  	
   

  	
  15

  	
   

  
	
  90834

  	
   

  	
  Raso,Angelo

  	
   

  	
  Installer

  	
   

  	
  4

  	
   

  
	
  91022

  	
   

  	
  Reive,Lori

  	
   

  	
  Office Clerk 6:
  Finance

  	
   

  	
  0

  	
   

  
	
  90767

  	
   

  	
  Reynolds,Phil

  	
   

  	
  Regional Sales
  Manager

  	
   

  	
  15

  	
   

  
	
  91014

  	
   

  	
  Rodrigues,Janet

  	
   

  	
  Coordinator 7:
  Engineering

  	
   

  	
  0

  	
   

  
	
  90371

  	
   

  	
  Sanderson,Mary

  	
   

  	
  Coordinator 8:
  Engg

  	
   

  	
  29

  	
   

  
	
  90782

  	
   

  	
  Simmons,Grant

  	
   

  	
  Junior Buyer

  	
   

  	
  4

  	
   

  
	
  91005

  	
   

  	
  Soucie,Sean

  	
   

  	
  Production
  Supervisor

  	
   

  	
  0

  	
   

  
	
  90764

  	
   

  	
  Tavares,Sandra

  	
   

  	
  Manager

  	
   

  	
  6

  	
   

  
	
  90446

  	
   

  	
  Terhorst,Gerry

  	
   

  	
  Service
  Supervisor

  	
   

  	
  17

  	
   

  
	
  90856

  	
   

  	
  Tersigni,Peter

  	
   

  	
  Regional Sales
  Representative

  	
   

  	
  4

  	
   

  
	
  90480

  	
   

  	
  Van der
  Moer,Joan

  	
   

  	
  Office Clerk 5:
  Material Ctrl

  	
   

  	
  16

  	
   

  
	
  90814

  	
   

  	
  Veraart,Susanne

  	
   

  	
  Account
  Specialist

  	
   

  	
  4

  	
   

  
	
  90040

  	
   

  	
  Vidler,Steven

  	
   

  	
  Product Manager

  	
   

  	
  32

  	
   

  
	
  90953

  	
   

  	
  Wilkins,Barry

  	
   

  	
  Services
  Coordinator

  	
   

  	
  3

  	
   

  



 


Hourly
Unionized Employees:


 


	
  EMPLID

  	
   

  	
  NAME

  	
   

  	
  JOB TITLE

  	
   

  	
  HIRE DATE

  	
   

  
	
  90766

  	
   

  	
  Armstrong,Adam

  	
   

  	
  Test Technician

  	
   

  	
  1/5/98

  	
   

  
	
  90376

  	
   

  	
  Batten,Elaine

  	
   

  	
  Light Assembler

  	
   

  	
  1/12/87

  	
   

  
	
  90034

  	
   

  	
  Batten,Wayne

  	
   

  	
  Heavy Assembler

  	
   

  	
  6/22/70

  	
   

  
	
  90758

  	
   

  	
  Baughman,Mark

  	
   

  	
  Test Technician

  	
   

  	
  9/2/97

  	
   

  
	
  91008

  	
   

  	
  Baverstock,Kevin

  	
   

  	
  Test Technician

  	
   

  	
  4/26/04

  	
   

  
	
  90404

  	
   

  	
  Beaudoin,Cathy

  	
   

  	
  Inspector

  	
   

  	
  6/8/87

  	
   

  
	
  90053

  	
   

  	
  Begg,Marilyn

  	
   

  	
  Inspector

  	
   

  	
  9/3/74

  	
   

  
	
  90384

  	
   

  	
  Bell,George

  	
   

  	
  Maintenance

  	
   

  	
  3/23/87

  	
   

  



 





















 


	
  90008

  	
   

  	
  Bynsdorp,Jo-Anne

  	
   

  	
  Training Only -
  Shipper

  	
   

  	
  1/28/63

  	
   

  
	
  90983

  	
   

  	
  Caldwell,Tina

  	
   

  	
  Light Assembler

  	
   

  	
  7/2/03

  	
   

  
	
  90980

  	
   

  	
  Campbell,April

  	
   

  	
  Training Only -
  Stores Clerk

  	
   

  	
  6/23/03

  	
   

  
	
  91001

  	
   

  	
  Cardy,Coralie

  	
   

  	
  Light Assembler

  	
   

  	
  4/12/04

  	
   

  
	
  90792

  	
   

  	
  Caruana,Heather

  	
   

  	
  Light Assembler

  	
   

  	
  9/23/98

  	
   

  
	
  90054

  	
   

  	
  Caruana,Marion

  	
   

  	
  Light Assembler

  	
   

  	
  9/4/74

  	
   

  
	
  91023

  	
   

  	
  Chahbar,Adnan

  	
   

  	
  Spraypainter

  	
   

  	
  5/25/04

  	
   

  
	
  90043

  	
   

  	
  Copland,Wayne

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  2/12/73

  	
   

  
	
  91027

  	
   

  	
  Coto, Luis

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  5/25/04

  	
   

  
	
  90344

  	
   

  	
  Creek,Carol

  	
   

  	
  Training Only -
  Stores Clerk

  	
   

  	
  3/13/86

  	
   

  
	
  90985

  	
   

  	
  Crew,Charlene

  	
   

  	
  Light Assembler

  	
   

  	
  7/7/03

  	
   

  
	
  90987

  	
   

  	
  Curtis,Troy

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  7/14/03

  	
   

  
	
  91004

  	
   

  	
  Dassios,Paul

  	
   

  	
  Test Technician

  	
   

  	
  4/12/04

  	
   

  
	
  90620

  	
   

  	
  Down,Stuart

  	
   

  	
  Spraypainter

  	
   

  	
  2/14/90

  	
   

  
	
  90579

  	
   

  	
  Doyle,Joan

  	
   

  	
  Light Assembler

  	
   

  	
  4/17/89

  	
   

  
	
  91017

  	
   

  	
  Eagen,Pam

  	
   

  	
  Heavy Assembler

  	
   

  	
  5/10/04

  	
   

  
	
  90937

  	
   

  	
  Emrich,Patrick

  	
   

  	
  Test Technician

  	
   

  	
  1/15/01

  	
   

  
	
  90567

  	
   

  	
  Ewing,Dean

  	
   

  	
  Test Technician

  	
   

  	
  2/13/89

  	
   

  
	
  91029

  	
   

  	
  Fairbanks,
  Natalie

  	
   

  	
  Light Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90981

  	
   

  	
  Fishleigh,Lisa

  	
   

  	
  Light Assembler

  	
   

  	
  6/24/03

  	
   

  
	
  90725

  	
   

  	
  Fox,Dwayne

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  2/20/96

  	
   

  
	
  90717

  	
   

  	
  Frank,John

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  2/12/96

  	
   

  
	
  90703

  	
   

  	
  Furda,Benita

  	
   

  	
  Light Assembler

  	
   

  	
  4/6/95

  	
   

  
	
  90695

  	
   

  	
  Gleeson,Cathy

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  2/6/95

  	
   

  
	
  90733

  	
   

  	
  Haines,Doug

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  6/11/96

  	
   

  
	
  91013

  	
   

  	
  Hales,Richard

  	
   

  	
  CNC Programmer

  	
   

  	
  4/26/04

  	
   

  
	
  90037

  	
   

  	
  Hancock,Donald

  	
   

  	
  CNC Programmer

  	
   

  	
  6/21/71

  	
   

  
	
  91025

  	
   

  	
  Hansen,Jim

  	
   

  	
  Light Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90661

  	
   

  	
  Hare,Denise

  	
   

  	
  Light Assembler

  	
   

  	
  12/8/92

  	
   

  
	
  90998

  	
   

  	
  Henning,Deborah

  	
   

  	
  Light Assembler

  	
   

  	
  3/8/04

  	
   

  
	
  90333

  	
   

  	
  Holmes,Colleen

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  10/29/85

  	
   

  
	
  90559

  	
   

  	
  Hunt,Paulette

  	
   

  	
  Training Only -
  Stores Clerk

  	
   

  	
  12/2/74

  	
   

  
	
  91020

  	
   

  	
  Johnston,Joe

  	
   

  	
  Maintenance

  	
   

  	
  5/10/04

  	
   

  
	
  91019

  	
   

  	
  Kelly,Gail

  	
   

  	
  Light Assembler

  	
   

  	
  5/10/04

  	
   

  
	
  90658

  	
   

  	
  Killough,Margaret

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  9/23/91

  	
   

  
	
  90684

  	
   

  	
  King,Stephanie

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  9/12/94

  	
   

  
	
  90375

  	
   

  	
  Kloepfer,Deb

  	
   

  	
  Light Assembler

  	
   

  	
  1/12/87

  	
   

  
	
  90021

  	
   

  	
  Kovach,James

  	
   

  	
  Heavy Assembler

  	
   

  	
  12/4/67

  	
   

  
	
  90615

  	
   

  	
  Lammiman,Michelle

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  1/29/90

  	
   

  
	
  91009

  	
   

  	
  Landry,Erin

  	
   

  	
  Light Assembler

  	
   

  	
  4/26/04

  	
   

  
	
  90993

  	
   

  	
  Lang,Steve

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  12/1/03

  	
   

  
	
  90551

  	
   

  	
  Lawrence,Christine

  	
   

  	
  Heavy Assembler

  	
   

  	
  10/24/88

  	
   

  
	
  91032

  	
   

  	
  Legg, Karen

  	
   

  	
  Light Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90314

  	
   

  	
  Lucas,Audrey

  	
   

  	
  Heavy Assembler

  	
   

  	
  6/24/85

  	
   

  
	
  91033

  	
   

  	
  Mabey, Ian

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90593

  	
   

  	
  MacIsaac,Cindy

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  5/5/89

  	
   

  



 





















 


	
  90979

  	
   

  	
  Massecar,Shawn

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  6/23/03

  	
   

  
	
  90336

  	
   

  	
  Massecar,Wendy

  	
   

  	
  Light Assembler

  	
   

  	
  11/11/85

  	
   

  
	
  90330

  	
   

  	
  Matte,Helene

  	
   

  	
  Heavy Assembler

  	
   

  	
  9/24/85

  	
   

  
	
  91024

  	
   

  	
  Mayheu,Mark

  	
   

  	
  Light Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90616

  	
   

  	
  McLeod,Dianne

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  2/5/90

  	
   

  
	
  90580

  	
   

  	
  Miedema,Nancy

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  4/17/89

  	
   

  
	
  90345

  	
   

  	
  Northcott,Karen

  	
   

  	
  Training Only -
  Receiver

  	
   

  	
  3/24/86

  	
   

  
	
  91007

  	
   

  	
  Ogunyemi,Joshua

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  4/27/04

  	
   

  
	
  90041

  	
   

  	
  Orr,Gerald

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  5/24/72

  	
   

  
	
  91030

  	
   

  	
  Pearson, Dan

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  5/25/04

  	
   

  
	
  90340

  	
   

  	
  Rawlings,Lorrie

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  1/9/86

  	
   

  
	
  90689

  	
   

  	
  Rousch,Michael

  	
   

  	
  Test Technician

  	
   

  	
  11/29/94

  	
   

  
	
  90693

  	
   

  	
  Schweitzer,Clara

  	
   

  	
  Inspector

  	
   

  	
  2/6/95

  	
   

  
	
  91016

  	
   

  	
  Sera,Aida

  	
   

  	
  Heavy Assembler

  	
   

  	
  5/10/04

  	
   

  
	
  91010

  	
   

  	
  Shelley,Douglas

  	
   

  	
  Test Technician

  	
   

  	
  4/26/04

  	
   

  
	
  91011

  	
   

  	
  Silcox,Allan

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  4/26/04

  	
   

  
	
  90986

  	
   

  	
  Speets,Lindy

  	
   

  	
  Light Assembler

  	
   

  	
  7/7/03

  	
   

  
	
  90706

  	
   

  	
  St. Jean,Bruno

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  5/15/95

  	
   

  
	
  91031

  	
   

  	
  Swick, Don

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  5/25/04

  	
   

  
	
  90991

  	
   

  	
  Toombs,Tina

  	
   

  	
  Light Assembler

  	
   

  	
  11/3/03

  	
   

  
	
  90051

  	
   

  	
  Topping,Robert

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  5/6/74

  	
   

  
	
  91028

  	
   

  	
  Walker, Scott

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90686

  	
   

  	
  Walker,Shirley

  	
   

  	
  Cabinet
  Assembler

  	
   

  	
  9/26/94

  	
   

  
	
  91012

  	
   

  	
  West-Byrne,Chad

  	
   

  	
  Spraypainter

  	
   

  	
  4/26/04

  	
   

  
	
  91018

  	
   

  	
  Weszner,Chris

  	
   

  	
  Training Only -
  Packer

  	
   

  	
  5/10/04

  	
   

  
	
  90726

  	
   

  	
  Williams,Brenda

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  4/14/96

  	
   

  
	
  91026

  	
   

  	
  Wilson,Linda

  	
   

  	
  Light Assembler

  	
   

  	
  5/25/04

  	
   

  
	
  90380

  	
   

  	
  Wilson,Ronald

  	
   

  	
  Training Only -
  Stores Clerk

  	
   

  	
  2/16/87

  	
   

  
	
  91002

  	
   

  	
  Wilton,Betty

  	
   

  	
  Sheetmetal
  Operator

  	
   

  	
  4/12/04

  	
   

  
	
  90056

  	
   

  	
  Woermke,Linda

  	
   

  	
  Inspector

  	
   

  	
  9/30/74

  	
   

  



 


Collective
Labour Agreements


 


Certain Current Canadian
Employees are covered by that certain Agreement between Marconi Communications
Canada Inc.  (St.  Thomas, Ontario) and Communications, Energy
and Paperworkers Union of Canada (CEP) and its Local 573 (December 7, 2003
– December 6, 2006).


 





















 


Schedule Canada-2 to Exhibit Canada


 


Canadian Employees on a Leave of Absence


 


As of 6/29/04


 


	
  EMPLID

  	
   

  	
  NAME

  	
   

  	
  JOB TITLE

  	
   

  	
  REASON FOR ABSENCE

  	
   

  
	
  90786

  	
   

  	
  Herbert, Dawn

  	
   

  	
  Product
  Specialist

  	
   

  	
  Maternity Leave
  (1 year)

  	
   

  
	
  90703

  	
   

  	
  Furda, Benita

  	
   

  	
  Hourly Assembly

  	
   

  	
  Sick Leave

  	
   

  
	
  90981

  	
   

  	
  Fishleigh, Lisa

  	
   

  	
  Hourly Assembly

  	
   

  	
  Maternity Leave
  (1 year)

  	
   

  
	
  90859

  	
   

  	
  Mason, Donna

  	
   

  	
  Account Manager

  	
   

  	
  Sick Leave (LTD)

  	
   

  



 





















 


Schedule Canada-3 to Exhibit Canada


Canadian Employee Plans


 


Pension Plan for the
Salaried and Management Employees of Marconi Communications Canada Inc.


 


Pension Plan for the
Hourly Employees of Marconi Communications Canada Inc.


 


Savings and Investment
Plan for the employees of Marconi Communications Canada Inc., including the
plan text of the Deferred Profit Sharing Plan, the Profit Sharing Plan and the
Trust Agreements with National Trust for the Deferred Profit Sharing Plan, the
Employee Profit Sharing Plan and the Group Registered Retirement Savings Plan.


 


Marconi Communications
Canada Inc., Welfare and Benefit cost Summary.


 


Marconi Communications
Canada Inc., Group Long Term Disability, Employee Assistance and Life Policy
(Number 82726) and AD&D Policy (Number GSR 16392), Class 1, issued by
Provident Life and Accident Insurance Company (now RBC Life Insurance Company),
covering salaried employees.


 


Marconi Communications
Canada Inc., Group Long Term Disability, Employee Assistance and Life Policy
(Number 82726) and AD&D Policy (Number GSR 16391) Class 3, issued by
Provident Life and Accident Insurance Company (now RBC Life Insurance Company),
covering hourly employees.


 


Marconi Communications
Canada Inc., Outline of benefits offered to salaried employees under a Green
Shield policy.


 


Marconi Communications
Canada Inc., Outline of benefits offered to hourly employees under a Green
Shield policy.


 


Marconi Communications
Canada Inc., vacation policies.


 


Draft Marconi
Communications Canada Inc., Outside Plant, Power and Services Annual Incentive
Plan Canada, 2004/2005 Financial Year.


 


Draft Letter of
understanding between Marconi Communications Canada Inc.  and Communications, Energy and Paper Workers
Union (CEP) and it’s Local 573 on the Outside Plant, Power and Services Annual
Incentive Plan Canada, 2004/2005 Financial Year.


 


Hourly Weekly Indemnity
(self-insured).  See Appendix “B” of
St.  Thomas Collective Agreement and
Weekly Indemnity Policy #HRM-005 and salaried employee Weekly Indemnity Policy
#HRM-005.


 


Network Components Sales
Incentive Plan.


 





















 


Lifeworks Employee
Assistance Plan through Ceridian.


 


Education Upgrading and
tuition reimbursement Policy #HRM-0222.


 


Services travel per diem
Policy #GPM-006.


 


Company supplied vehicles/car
allowances for Canadian management and sales staff.


 


Pension Benefits
Guarantee Fund Assessment certificate for the period ending March 31, 2004
for The Pension Plan for the Hourly Employees of Marconi Communications Canada
Inc.


 


Financial Services
Commission of Ontario, Form 7, Summary of Contributions to the Pension
Plan for the Salaried and Management Employees of Marconi Communications Canada
Inc., for the period ending December 31, 2004.


 


Post-Closing Severance
Agreement dated May 15, 2004 between Marconi Corporation plc and Robert
Ashcroft.


 





















 


Exhibit Mexico


Mexican Employee Benefit Plans
and Arrangements


 


1.                                       Capitalized
terms used in the Agreement have the same meanings in this Exhibit Mexico,
except for:


 


a.                                       “Mexican Transferring
Employees” shall mean, collectively those individuals listed on Schedule Mexico-1.


 


b.                                      “Mexican Employee Plans” means all the employee benefits,
fringe benefits, supplemental unemployment benefits, bonus, incentive, profit
sharing termination, change of control, pension, retirement, stock option,
stock purchase, stock appreciation, phantom stock, health, welfare, medical,
dental, disability, life insurance, health and medical insurance and similar
plans, programs, arrangements or practices relating to Current Mexican
Employees, and/or officers or directors of Marconi Mexico, Marconi Exportel and
Marconi Administrativa, sponsored or funded by any of the referred Mexican
corporations, whether written or oral, funded or unfunded, insured or
self-insured, registered or unregistered, other than government-sponsored
employment insurance, workers’ compensation, health insurance or pension plans.


 


c.                                       “Mexican Pension and Seniority Premium Plans” mean
exclusively the plans mentioned in Schedule Mexico-2
subsections 1 and 2.


 


2.                                       Schedule Mexico-2 to this Exhibit Mexico
lists and describes all Mexican Employee Plans. 
Marconi Mexico, Marconi Exportel and Marconi Administrativa have
furnished to the Purchasers true, correct and complete copies of all Mexican
Employee Plans as amended as of the date hereof.  All contributions or premiums required to be
paid by Marconi Mexico, Marconi Exportel and Marconi Administrativa under the
terms of each Mexican Employee Plans or by Law have been made in a timely
fashion in accordance with such Law and the terms of the Mexican Employee
Plans.  Each Mexican Employee Plan has
been registered (where required) and administered, in all material respects, in
accordance with its terms and all applicable Laws.  No commitments to improve or otherwise amend
any Mexican Employee Plan have been made except as required by applicable
Law.  Each Mexican Employee Plan is
funded as to the extent required by applicable Law as of the Closing Date.  Notwithstanding anything in the Agreement or
this Exhibit Mexico to the contrary, any individual agreement with
a Current Mexican Employee providing for the payment of certain amounts to such
Current Mexican Employee based on the transactions contemplated by the
Agreement and for which liability is not assumed by the Purchasers pursuant to
this Exhibit Mexico shall not be listed on any Schedule to the
Agreement or to this Exhibit Mexico.


 


3.                                       Mexican Employees Benefits.  Effective
as of the Closing Date, Marconi Mexico, Marconi Exportel and Marconi
Administrativa shall transfer and assign to the Mexican Purchaser sponsorship
of and all its rights, powers, duties, liabilities and obligations under and
with respect to each of the Mexican Employee Plans related to the Mexican
Transferring Employees and the Mexican Purchaser shall assume sponsorship of
and all rights, powers, duties, liabilities and obligations of Marconi Mexico,
Marconi Exportel and Marconi Administrativa under and with


 





















 


respect to each of
the Mexican Employee Plans in connection with the Mexican Transferring
Employees.  Marconi Mexico, Marconi
Exportel and Marconi Administrativa shall have no obligation, duty or liability
under or with respect to the Mexican Transferring Employees derived from the
Mexican Employee Plans.  Marconi Mexico,
Marconi Exportel and Marconi Administrativa have furnished to Purchaser true,
correct and complete copies of all Mexican Employee Benefits as amended as of
the date hereof.


 


4.                                       “Mexican Collective Bargaining Agreements” means all the collective bargaining
agreements in place in Marconi Mexico and Marconi Exportel establishing
specific collective fringe benefits and salaries for the unionized employees of
the referred Mexican corporations that are currently in place in both companies
and are dully registered before the Mexican Labor Authorities.


 


5.                                       Schedule Mexico-3 to this Exhibit Mexico
lists and describes all Mexican Collective Bargaining Agreements in place in
Marconi Mexico and Marconi Exportel and true, correct and complete copies of
these collective bargaining agreements have been furnished to Purchaser.  All fringe benefits, salaries, contributions
or premiums required to be paid by Marconi Mexico and Marconi Exportel under
the terms of each Mexican Collective Bargaining Agreement and those agreed by
Marconi Mexico, Marconi Exportel and Marconi Administrativa with their non
unionized employees shall be honoured by the Mexican Purchaser to the extent
that the Mexican Transferring Employees become employed by the Mexican
Purchaser.


 


6.                                       “Special Severance Agreement Letters” mean
the confidential agreements entered with those Mexican Transferring Employees
mentioned therein, establishing specific pre and post-closing severance
obligations and rights.  The Special
Severance Agreement Letters (true and complete copies of which have been made
available to the Purchasers) are included in subsection 14 of Schedule Mexico–2.


 


7.                                       The
Purchasers shall, prior to the Closing Date, (i) incorporate a legal
entity in good standing, which is capable of employing the Current Mexican
Employees with a work location in Mexico, 
in compliance with the Applicable Laws of Mexico (“Substitute
Employer”) (ii) register such Substitute Employer with the Public
Commerce Registry, the Tax Payer Registry, the Mexican Social Security
Institute and any other Governmental Authority required by Applicable Law, and
to assume the responsibility derived from the Mexican Collective Bargaining
Agreements as Substitute Employer.  The
Current Mexican Employees located in Mexico shall commence employment with the
Mexican Purchaser (or Substitute Employer) immediately following the Closing (“Employment
Transfer Time”) and, the Substitute Employer shall provide employment to
such Mexican Transferring Employees on terms and conditions identical to the
terms and conditions on which such Mexican Transferring Employees were employed
by Marconi Mexico, or Marconi Exportel or Marconi Administrativa (“Substituted
Employer”) immediately prior to the Employment Transfer Time, including the
terms and conditions of all the Mexican Employee Plans and the Mexican
Collective Bargaining Agreements; and (iii) as described in section (ii) above,
the Mexican Purchaser shall, or shall


 





















 


cause the
Substitute Employer to, establish and file for registration with the
appropriate regulatory authorities, or otherwise provide through a pre-existing
pension plan of the Substitute Employer, a defined contribution pension plan
for the Mexican Transferring Employees. 
The Mexican Purchaser shall receive the transfer of those funds derived
from the Mexican Pension and Seniority Premium Plans of Marconi Mexico and
Marconi Administrativa, in connection with the Mexican Transferring Employees,
assuming sponsorship of, and liabilities under and with respect to such Mexican
Pension and Seniority Premium Plans as described in Schedule Mexico-2
under the title of Mexican Employee Plans and Benefits.  Notwithstanding subsection (iii) above,
the Mexican Purchaser and/or its Affiliates in Mexico shall constitute a
Pension and Seniority Premium Plan in order to receive the transfer of those
funds derived from the Mexican Pension and Seniority Plans (“The Substitute
Employer’s Mexico Employee Plans”).


 


Effective as of the
Employment Transfer Time, the Mexican Transferring Employees shall cease
participating in and accruing benefits under the Mexican Pension and Seniority
Premium Plans after such Employment Transfer Time, and effective as of such
Employment Transfer Time, the Mexican Purchaser shall, or shall cause the
Substitute Employer to, establish and/or file for registration with the
appropriate regulatory authorities, or otherwise provide through the Substitute
Employer’s Mexico Employee Plans, benefits for all Mexican Transferring
Employees that are, at a minimum, identical to or better than those benefits in
effect immediately prior to the Employment Transfer Time for such Mexican
Transferring Employees.


 


The Substitute Employer’s
Mexico Employee Plans shall contain provisions identical to, or better than,
the benefit provisions of the pension and seniority plans of Marconi Mexico and
Marconi Administrativa for service up to and including the Employment Transfer
Time.


 


The Mexican Purchaser,
Marconi Mexico and Marconi Administrativa shall deal with the Mexican Pension
and Seniority Premium Plans for the Mexican Transferring Employees in order to
transfer to the Purchaser Pension Plan or the substitute Employer’s Mexico
Employee Plans those assets, costs and the projected benefit obligations for
all the Mexican Transferring Employees derived from such Mexican Pension and
Seniority Premium Plans.  For such
purposes, Marconi Mexico and Marconi Administrativa will perform an Actuarial
Calculation and Valuation under Statement of Financial Accounting Standards
Number 87 (“FAS 87”) to determine the level of costs, liabilities and other
factors derived from such pension and seniority plans and the amounts of the
accrued obligations of the Mexican Transferring Employees derived therein which
shall be transferred to the Purchaser Pension Plans or the Substitute Employer’s
Mexico Employee Plans.


 


Effective
as of the Employment Transfer Time, Marconi Mexico and Marconi
Administrativa shall transfer to the Mexican Purchaser, and the Mexican
Purchaser shall assume, the corresponding assets and amount of the accrued
obligations relating to the benefits of the Mexican Transferring Employees in
respect of  post-retirement health care and benefits as determined and
agreed by the actuaries of Marconi Mexico, Marconi Administrativa and Mexican
Purchaser.  Any actual transfer of assets
shall occur on or as soon as practicable after the Employment Transfer
Date.  Nothing in this paragraph shall be applied or construed in a manner
that would cause the Substituted Employer to incur severance obligations to the
Mexican Transferring Employees.


 





















 


Emerson shall indemnify
and save harmless Marconi Mexico and Marconi Administrativa against any and all
losses (including but not limited to attorney fees) incurred or suffered by
Marconi Mexico and Marconi Administrativa or any of its Affiliates by reason
of, resulting from, in connection with, or arising out of Actions brought or
initiated by or on behalf of the Mexican Transferring Employees in connection
with the Mexican Pension and Seniority Premium Plans.  Likewise, Marconi Administrativa obliges itself
to save harmless Emerson in the eventuality that Mr. Eduardo Lopez
Gallegos might exercise a claim or legal action, exclusively derived from the
Medical Insurance that he had as former employee of Marconi Administrativa and
pursuant to the terms and conditions of the Pension Plan of the referred
entity.


 


The Mexican Purchaser
shall, by means of a letter substantially in the form set forth in Schedule Mexico-4, notify the Mexican Transferring
Employees of the substitution, the Employment Transfer Time, and the terms and
conditions on which their employment will continue.  Marconi Mexico, Marconi Exportel and/or
Marconi Administrativa shall, or shall cause the Substituted Employer to, and
the Mexican Purchaser shall, or shall cause the Substitute Employer to, notify
the Mexican Social Security Institute of the transfer of each Mexican
Transferring Employee within five (5) Business Days following the
Employment Transfer Time in the form provided for this purpose by such
Institute.


 


The Mexican Purchaser shall,
or shall cause the Substitute Employer to, be responsible for the payment of
the Social Security, Federal Housing and government pension fund quotas for
Mexican Transferring Employees on and after the effective date of such notice
to such institute.


 


Marconi Mexico, Marconi
Exportel and Marconi Administrativa shall remain jointly liable with the
Substitute Employer on and after the Employment Transfer Time, for employment
and social security obligations related to Mexican Transferring Employees that are
generated before such Employment Transfer Time, for a period of six (6) months.  The Mexican Purchaser agrees that it shall,
or shall cause the Substitute Employer to, remain solely liable for claims of
Mexican Transferring Employees filed on or after the Employment Transfer Time
for employment and social security obligations generated on or after such
Employment Transfer Time.


 


The Mexican Purchaser
and/or the Substitute Employer shall honor and assume all the corresponding
responsibilities established in the Special Severance Agreement Letters, as to
the extent those obligations result from a termination of employment after the
Closing Date


 


















 


Schedule Mexico-1 to Exhibit Mexico


 


Current Mexican Employees


 


As of
6/29/04


 


*No Mexican Employees
listed on this Schedule are currently on long-term disability.


 


	
  EMPLID

  	
   

  	
  DEPTNAME

  	
   

  	
  LEGAL ENTITY

  	
   

  	
  FIRST NAME

  	
   

  	
  LAST NAME

  	
   

  	
  JOB TITLE

  	
   

  	
  HIRE DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  267006

  	
   

  	
  Field Sales

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Jose Alejandro

  	
   

  	
  Bastarrachea

  	
   

  	
  Regional Sales
  Manager

  	
   

  	
  1989-03-06

  
	
  059516

  	
   

  	
  Finance

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Hugo Hector

  	
   

  	
  Camacho

  	
   

  	
  Controller

  	
   

  	
  2004-05-24

  
	
  267007

  	
   

  	
  Inside Sales

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Edgar

  	
   

  	
  Carrizalez

  	
   

  	
  Sales Support
  Manager

  	
   

  	
  1990-08-14

  
	
  267000

  	
   

  	
  Field Sales

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Rafael

  	
   

  	
  Diez

  	
   

  	
  VP &
  Managing Director

  	
   

  	
  1987-01-01

  
	
  515000

  	
   

  	
  Manufacturing

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Rafael

  	
   

  	
  Hernandez

  	
   

  	
  Operations
  Director

  	
   

  	
  2000-04-12

  
	
  515001

  	
   

  	
  Installers

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Jorge

  	
   

  	
  Ortiz

  	
   

  	
  Installation &
  Service Manager Power

  	
   

  	
  1998-09-07

  
	
  267002

  	
   

  	
  Field Sales

  	
   

  	
  Administrativa
  Marconi

  	
   

  	
  Jose Antonio

  	
   

  	
  Paniagua

  	
   

  	
  Regional Sales
  Manager Wireless

  	
   

  	
  1980-11-10

  
	
  058871

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro

  	
   

  	
  Abrego

  	
   

  	
  Quality Engineer

  	
   

  	
  2003-06-09

  
	
  267059

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Francisco Javier

  	
   

  	
  Acosta

  	
   

  	
  Operator

  	
   

  	
  1990-11-12

  
	
  267297

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Francisco Ivan

  	
   

  	
  Acosta

  	
   

  	
  Operator

  	
   

  	
  1998-12-21

  
	
  267492

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Yadira

  	
   

  	
  Acosta

  	
   

  	
  Operator

  	
   

  	
  2000-03-20

  
	
  059342

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Adao

  	
   

  	
  Product Engineer

  	
   

  	
  2004-03-08

  
	
  267359

  	
   

  	
  Administration

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriela

  	
   

  	
  Aguila

  	
   

  	
  Nurse

  	
   

  	
  1999-08-23

  
	
  267702

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Octaviano Raul

  	
   

  	
  Aguilar

  	
   

  	
  Operator

  	
   

  	
  2000-07-24

  
	
  059190

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Angel

  	
   

  	
  Aguilar

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  059191

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Paulino

  	
   

  	
  Aguirre

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  059187

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Arturo

  	
   

  	
  Agustin

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  268012

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Crescencio

  	
   

  	
  Alba

  	
   

  	
  Operator

  	
   

  	
  2001-01-22

  
	
  267668

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Alcantara

  	
   

  	
  Manufacturing
  Engineering

  	
   

  	
  2000-06-05

  
	
  267188

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Irina Tzetzengari

  	
   

  	
  Alonso

  	
   

  	
  Buyer Supervisor

  	
   

  	
  1997-07-23

  
	
  267224

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Daniel

  	
   

  	
  Angeles

  	
   

  	
  Operator

  	
   

  	
  1998-03-02

  
	
  058900

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maribel

  	
   

  	
  Anguiano

  	
   

  	
  Traffic
  Coordinator

  	
   

  	
  2003-09-05

  
	
  059038

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Salvador

  	
   

  	
  Anicua

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  59598

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Cesar

  	
   

  	
  Antoio

  	
   

  	
  Operator

  	
   

  	
  2004-06-21

  
	
  267225

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Fernando

  	
   

  	
  Anzures

  	
   

  	
  Operator

  	
   

  	
  1998-03-02

  
	
  267441

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mario

  	
   

  	
  Arango

  	
   

  	
  Production
  Superintendent

  	
   

  	
  1998-11-09

  
	
  267382

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Miguel Angel

  	
   

  	
  Araujo

  	
   

  	
  Operator

  	
   

  	
  1999-11-22

  
	
  59599

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edgar

  	
   

  	
  Arizmendi

  	
   

  	
  Operator

  	
   

  	
  2004-06-21

  
	
  267792

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Minerva

  	
   

  	
  Armenta

  	
   

  	
  Cost Accountant

  	
   

  	
  2001-01-15

  
	
  267044

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Raul

  	
   

  	
  Arreola

  	
   

  	
  Operator

  	
   

  	
  1989-02-02

  
	
  267230

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Abraham

  	
   

  	
  Arroyo

  	
   

  	
  Operator

  	
   

  	
  1998-03-16

  
	
  267709

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Emanuel

  	
   

  	
  Avelar

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  059450

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Raul Alberto

  	
   

  	
  Avila

  	
   

  	
  Specialist
  Accountant

  	
   

  	
  2004-04-19

  
	
  267068

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ruben

  	
   

  	
  Ayala

  	
   

  	
  Sales Engineer

  	
   

  	
  1991-06-10

  
	
  267341

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Aurelio

  	
   

  	
  Azamar

  	
   

  	
  Mfrg Eng/Main
  Head

  	
   

  	
  1999-06-07

  
	
  267191

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Miguel Angel

  	
   

  	
  Balbuena

  	
   

  	
  Operator

  	
   

  	
  1997-08-11

  



 





















 


	
  267089

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Ballesteros

  	
   

  	
  Quality Assurance
  Sheetmetal

  	
   

  	
  1994-06-15

  
	
  059238

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hugo Alberto

  	
   

  	
  Baños

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  515012

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mariana

  	
   

  	
  Barquet

  	
   

  	
  Assistant

  	
   

  	
  1998-04-27

  
	
  058905

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rodrigo

  	
   

  	
  Barragán

  	
   

  	
  Warehouse
  Supervisor RMX

  	
   

  	
  2003-09-08

  
	
  268808

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Angelica

  	
   

  	
  Barrera

  	
   

  	
  Traffic Auxiliary

  	
   

  	
  1999-08-02

  
	
  267174

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro

  	
   

  	
  Bautista

  	
   

  	
  Operator

  	
   

  	
  1997-04-21

  
	
  267204

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Silverio

  	
   

  	
  Bautista

  	
   

  	
  Operator

  	
   

  	
  1998-01-26

  
	
  267434

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ruben

  	
   

  	
  Bautista

  	
   

  	
  Operator

  	
   

  	
  2000-02-14

  
	
  267524

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mauro

  	
   

  	
  Bautista

  	
   

  	
  Operator

  	
   

  	
  2002-04-15

  
	
  268098

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hector

  	
   

  	
  Becerra

  	
   

  	
  Electronics
  Engineer

  	
   

  	
  2000-08-21

  
	
  267077

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ramon

  	
   

  	
  Becerra

  	
   

  	
  Operator

  	
   

  	
  1992-08-20

  
	
  268047

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Veronica
  Tecuichpotl

  	
   

  	
  Beltran

  	
   

  	
  Installation
  Engineer

  	
   

  	
  2000-12-13

  
	
  267040

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Marco Antonio

  	
   

  	
  Beltran

  	
   

  	
  Operator

  	
   

  	
  1988-09-28

  
	
  267098

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando

  	
   

  	
  Beltran

  	
   

  	
  Operator

  	
   

  	
  1995-10-16

  
	
  267101

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Enrique

  	
   

  	
  Beltran

  	
   

  	
  Operator

  	
   

  	
  1995-11-13

  
	
  059023

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria del Rocio

  	
   

  	
  Brito

  	
   

  	
  Order Entry

  	
   

  	
  2003-11-10

  
	
  267350

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Héctor

  	
   

  	
  Bucio

  	
   

  	
  Product Engineer

  	
   

  	
  2002-10-07

  
	
  059219

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carmela

  	
   

  	
  Bustamante

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  267028

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lazaro

  	
   

  	
  Bustos

  	
   

  	
  Specialist Accountant

  	
   

  	
  1985-07-08

  
	
  267056

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lilia

  	
   

  	
  Bustos

  	
   

  	
  Product
  Specialist OPP

  	
   

  	
  1990-08-14

  
	
  267143

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro

  	
   

  	
  CabaÑas

  	
   

  	
  Operator

  	
   

  	
  1996-05-13

  
	
  267102

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hector Romulo

  	
   

  	
  Calvario

  	
   

  	
  Quality Incoming

  	
   

  	
  1995-11-13

  
	
  500654

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ana Lilia

  	
   

  	
  Calzada

  	
   

  	
  Recruitment &
  Training Head

  	
   

  	
  2002-02-06

  
	
  515063

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Guillermo

  	
   

  	
  Cante

  	
   

  	
  Operator

  	
   

  	
  2003-08-25

  
	
  059318

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Castañeda

  	
   

  	
  Operator

  	
   

  	
  2004-03-01

  
	
  267181

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Miguel Angel

  	
   

  	
  Castillo

  	
   

  	
  Project
  Administrator

  	
   

  	
  1997-07-07

  
	
  267140

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Marco Antonio

  	
   

  	
  Castillo

  	
   

  	
  Operator

  	
   

  	
  1996-05-06

  
	
  267435

  	
   

  	
  Field Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edgard

  	
   

  	
  Castro

  	
   

  	
  Sales Engineer

  	
   

  	
  2000-02-14

  
	
  267118

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Salvador

  	
   

  	
  Castro

  	
   

  	
  Operator

  	
   

  	
  1996-01-02

  
	
  267176

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martin

  	
   

  	
  Castro

  	
   

  	
  Operator

  	
   

  	
  1997-06-11

  
	
  267173

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Serafin

  	
   

  	
  Cervantes

  	
   

  	
  Customer Services

  	
   

  	
  1997-03-31

  
	
  058819

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Federico

  	
   

  	
  Cervantes

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  268085

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos Manuel

  	
   

  	
  Chimal

  	
   

  	
  Mechanical Design
  Engineer

  	
   

  	
  2000-07-10

  
	
  515010

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juana

  	
   

  	
  Cima

  	
   

  	
  Operator

  	
   

  	
  1988-10-17

  
	
  268581

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lael Everardo

  	
   

  	
  Colin

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  1996-02-01

  
	
  059266

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Susana

  	
   

  	
  Colin

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  058414

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Raymundo

  	
   

  	
  Contreras

  	
   

  	
  Production
  Supervisor

  	
   

  	
  2003-03-24

  
	
  515019

  	
   

  	
  Human Resources

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rigoberto

  	
   

  	
  Contreras

  	
   

  	
  Payroll Head

  	
   

  	
  2001-05-28

  
	
  058824

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Agustin

  	
   

  	
  Cordova

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  267378

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriel

  	
   

  	
  Correa

  	
   

  	
  Operario

  	
   

  	
  1999-11-01

  
	
  058080

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Italina

  	
   

  	
  Cortes

  	
   

  	
  Specialist
  Accountant

  	
   

  	
  2003-05-28

  
	
  058051

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lilia Francisca

  	
   

  	
  Cortes

  	
   

  	
  Traffic
  Coordinator

  	
   

  	
  2002-04-11

  
	
  267042

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lucia Clara

  	
   

  	
  Cortes

  	
   

  	
  Operator

  	
   

  	
  1988-11-14

  
	
  267647

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eladio

  	
   

  	
  Cortez

  	
   

  	
  Operator

  	
   

  	
  2000-05-29

  
	
  059299

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jaime

  	
   

  	
  Cruz

  	
   

  	
  Supplying Manager

  	
   

  	
  2004-02-16

  
	
  058825

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Pedro

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  2003-07-28

  
	
  058891

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Miguel Angel

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  2003-08-25

  
	
  267074

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juana

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  1992-07-13

  
	
  267178

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Gilberto

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  1997-07-01

  



 





















 


	
  267269

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edgar Gabriel

  	
   

  	
  Cuevas

  	
   

  	
  SAP Support

  	
   

  	
  1998-11-03

  
	
  267186

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mario

  	
   

  	
  Cuevas

  	
   

  	
  Buyer Sheetmetal

  	
   

  	
  1997-07-21

  
	
  058982

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Pedro

  	
   

  	
  De Anda

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  267369

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis

  	
   

  	
  De Cruz

  	
   

  	
  Operator

  	
   

  	
  1999-09-13

  
	
  058442

  	
   

  	
  Administration

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Viviana

  	
   

  	
  Diaz

  	
   

  	
  Receptionist

  	
   

  	
  1991-06-17

  
	
  267065

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rene Gustavo

  	
   

  	
  Diaz

  	
   

  	
  Accounts
  Receivable Head

  	
   

  	
  1991-04-22

  
	
  267035

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jaime

  	
   

  	
  Dominguez

  	
   

  	
  Operator

  	
   

  	
  1986-09-29

  
	
  059002

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Guadalupe

  	
   

  	
  Dueñas

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  267270

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando

  	
   

  	
  Enriquez

  	
   

  	
  Operator

  	
   

  	
  1998-11-03

  
	
  267303

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rosa Maria

  	
   

  	
  Eristain

  	
   

  	
  Operator

  	
   

  	
  1999-01-11

  
	
  059189

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Omar

  	
   

  	
  Escobar

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  267723

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jaime

  	
   

  	
  Escobar

  	
   

  	
  Operator

  	
   

  	
  2000-09-11

  
	
  059232

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Sandra Estela

  	
   

  	
  Espinosa

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  268096

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Espinoza

  	
   

  	
  Installation
  Engineer

  	
   

  	
  2000-08-07

  
	
  058818

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mario

  	
   

  	
  Exiga

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  267005

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Francisco

  	
   

  	
  Fabila

  	
   

  	
  Materials Manager

  	
   

  	
  1985-07-08

  
	
  59037

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Isaias

  	
   

  	
  Felix

  	
   

  	
  Operator

  	
   

  	
  2003-11-10

  
	
  267279

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jesus

  	
   

  	
  Ferto

  	
   

  	
  Operator

  	
   

  	
  1998-11-09

  
	
  267067

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando Agustin

  	
   

  	
  Figueroa

  	
   

  	
  General
  Accountant

  	
   

  	
  1991-06-03

  
	
  267132

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Figueroa

  	
   

  	
  Technician
  Repairs Power

  	
   

  	
  1996-03-18

  
	
  059224

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Nubia

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  059268

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hilda

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267202

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Diego

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  1998-01-19

  
	
  059225

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alma Delia

  	
   

  	
  Franco

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  515015

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Claudia Gabriela

  	
   

  	
  Fuentes

  	
   

  	
  Traffic
  Coordinator Inbound

  	
   

  	
  2001-02-06

  
	
  267193

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eduardo

  	
   

  	
  Galindo

  	
   

  	
  Amada Programmer

  	
   

  	
  2000-08-21

  
	
  267079

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alberto

  	
   

  	
  Gallegos

  	
   

  	
  Testing
  Supervisor

  	
   

  	
  1992-09-17

  
	
  515009

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Elena

  	
   

  	
  Gallegos

  	
   

  	
  Buyer

  	
   

  	
  1985-07-19

  
	
  267105

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Manue

  	
   

  	
  Garcia

  	
   

  	
  Quality System

  	
   

  	
  1999-01-18

  
	
  267238

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Aurelia

  	
   

  	
  Garcia

  	
   

  	
  Accountant AIRSA

  	
   

  	
  1998-04-20

  
	
  267114

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Victor

  	
   

  	
  Garcia

  	
   

  	
  Services
  Technician

  	
   

  	
  1995-12-21

  
	
  059045

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ruben

  	
   

  	
  Garcia

  	
   

  	
  Electronics
  Design Engineer

  	
   

  	
  2003-11-17

  
	
  267189

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Hugo

  	
   

  	
  Garcia

  	
   

  	
  Engineering
  Supervisor

  	
   

  	
  1997-07-28

  
	
  515013

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor M.

  	
   

  	
  Garcia

  	
   

  	
  Maintenance
  Specialist

  	
   

  	
  1999-01-18

  
	
  058865

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro
  Francisco

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-07-23

  
	
  058820

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  059274

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Domingo

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267313

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Roberto

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  1999-01-25

  
	
  267386

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Salvador

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  1999-11-22

  
	
  267405

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Flabiano

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  267298

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  GarduÑo

  	
   

  	
  Operator

  	
   

  	
  1998-12-21

  
	
  267552

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando

  	
   

  	
  Gervacio

  	
   

  	
  Operator

  	
   

  	
  2000-04-17

  
	
  267775

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan

  	
   

  	
  Godoy

  	
   

  	
  Operator

  	
   

  	
  2001-01-08

  
	
  267090

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martha Elena

  	
   

  	
  Gomez

  	
   

  	
  Engineering
  Manager

  	
   

  	
  1994-09-08

  
	
  058542

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rafael

  	
   

  	
  Gomez

  	
   

  	
  Quality Assurance
  LMX

  	
   

  	
  2003-05-28

  
	
  059267

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rita

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267051

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonia

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  1989-07-10

  
	
  267134

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eustacio

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  1996-03-26

  
	
  267148

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Guillermo

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  1996-11-11

  
	
  267360

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Felicitas

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  1999-08-23

  



 





















 


	
  267472

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandra

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  2000-03-13

  
	
  515056

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Samuel

  	
   

  	
  Gonzaga

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  268091

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Josafat

  	
   

  	
  Gonzalez

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  2000-07-17

  
	
  267092

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ernesto

  	
   

  	
  Gonzalez

  	
   

  	
  Planner RMX

  	
   

  	
  1999-05-26

  
	
  267771

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan

  	
   

  	
  Gonzalez

  	
   

  	
  Specialist
  Accountant

  	
   

  	
  1996-10-14

  
	
  267370

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maribel

  	
   

  	
  Gonzalez

  	
   

  	
  Administrative
  Auxiliary Telmex Wireless

  	
   

  	
  1999-09-13

  
	
  059195

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  267162

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Concepcion

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  1997-02-24

  
	
  268030

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Teresa

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2001-01-22

  
	
  59596

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Antonio

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2004-06-21

  
	
  267445

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Dimas

  	
   

  	
  Granados

  	
   

  	
  Operator

  	
   

  	
  2000-02-21

  
	
  267345

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge Adalberto

  	
   

  	
  Guarneros

  	
   

  	
  Production
  Supervisor

  	
   

  	
  2003-04-14

  
	
  267164

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juana

  	
   

  	
  Guerrero

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  267285

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Manuel

  	
   

  	
  Guevara

  	
   

  	
  Buyer

  	
   

  	
  1998-11-30

  
	
  267182

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mauricio

  	
   

  	
  Guimond

  	
   

  	
  Electronics
  Product Engineer

  	
   

  	
  1997-07-07

  
	
  267272

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos Alberto

  	
   

  	
  Gutierrez

  	
   

  	
  Mechanic Design
  Engineer

  	
   

  	
  2004-03-02

  
	
  267729

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Fabian

  	
   

  	
  Gutierrez

  	
   

  	
  Operator

  	
   

  	
  2000-09-18

  
	
  058935

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gustavo

  	
   

  	
  Guzman

  	
   

  	
  Cost Accountant

  	
   

  	
  2003-09-18

  
	
  268050

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Enrique

  	
   

  	
  Guzman

  	
   

  	
  Installation
  Engineer

  	
   

  	
  2000-12-13

  
	
  267283

  	
   

  	
  Administration

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Hernandez

  	
   

  	
  Messenger

  	
   

  	
  1998-11-23

  
	
  268058

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martha

  	
   

  	
  Hernandez

  	
   

  	
  Treasury Clerk

  	
   

  	
  2001-02-15

  
	
  058892

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Erick Agustin

  	
   

  	
  Hernandez

  	
   

  	
  Project
  Specialist

  	
   

  	
  2003-08-22

  
	
  267080

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Francisco Javier

  	
   

  	
  Hernandez

  	
   

  	
  Installation
  Supervisor

  	
   

  	
  1992-09-21

  
	
  267263

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Jose

  	
   

  	
  Hernandez

  	
   

  	
  Installation
  Engineer

  	
   

  	
  1998-10-01

  
	
  267033

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge

  	
   

  	
  Hernandez

  	
   

  	
  Quality Engineer

  	
   

  	
  1986-05-26

  
	
  267621

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edgar Noe

  	
   

  	
  Hernandez

  	
   

  	
  Mfgr Engineering
  LMX

  	
   

  	
  2000-05-15

  
	
  268087

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gustavo

  	
   

  	
  Hernandez

  	
   

  	
  Auditor

  	
   

  	
  2000-07-10

  
	
  058827

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ricardo

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2003-07-29

  
	
  058867

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Cesar Isaac

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2003-07-23

  
	
  059234

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  267060

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  1990-11-12

  
	
  267120

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Veronica

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  1996-01-02

  
	
  267158

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Lino Pedro

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  1997-01-20

  
	
  267415

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando Nicolas

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2000-01-10

  
	
  267612

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Martin

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2000-05-15

  
	
  268035

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Benito

  	
   

  	
  Hernandez

  	
   

  	
  Operario

  	
   

  	
  2001-01-29

  
	
  267348

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Hernández

  	
   

  	
  ECR Coordinator

  	
   

  	
  2004-03-08

  
	
  267091

  	
   

  	
  Field Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Claudia

  	
   

  	
  Hernandez Landa

  	
   

  	
  Assistant

  	
   

  	
  1994-09-29

  
	
  267014

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Guillermo

  	
   

  	
  Herrera

  	
   

  	
  Production
  Supervisor

  	
   

  	
  1971-08-12

  
	
  059036

  	
   

  	
  Customer Service

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Pedro

  	
   

  	
  Hidalgo

  	
   

  	
  Shipping
  Auxiliary

  	
   

  	
  2003-11-11

  
	
  515021

  	
   

  	
  Administration

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Humberto

  	
   

  	
  Horta

  	
   

  	
  Safety and
  Security Head

  	
   

  	
  2001-05-28

  
	
  58813

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Enrique

  	
   

  	
  Iturbe

  	
   

  	
  Administration
  Auxiliary

  	
   

  	
  2003-07-15

  
	
  058980

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Eduardo

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  059192

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Isidro

  	
   

  	
  Juan

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  267236

  	
   

  	
  Field Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriel

  	
   

  	
  Juarez

  	
   

  	
  Sales Engineer

  	
   

  	
  1998-04-06

  
	
  059361

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge

  	
   

  	
  Julian

  	
   

  	
  Supervisor
  Sheetmetal

  	
   

  	
  2004-03-15

  
	
  058821

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Manuel

  	
   

  	
  Lasa

  	
   

  	
  Operator

  	
   

  	
  2003-07-25

  
	
  267351

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Angelica Elvia

  	
   

  	
  Lemus

  	
   

  	
  Training and
  Recruitment Head

  	
   

  	
  1999-07-19

  



 





















 


	
  267787

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Elena

  	
   

  	
  Lemus

  	
   

  	
  Operator

  	
   

  	
  2001-01-15

  
	
  058081

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Arturo

  	
   

  	
  Leon

  	
   

  	
  Configuration
  Center Head

  	
   

  	
  2001-07-03

  
	
  267284

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Fernando

  	
   

  	
  Lima

  	
   

  	
  Test Engineer

  	
   

  	
  1998-11-23

  
	
  058872

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Samuel

  	
   

  	
  Lopez

  	
   

  	
  Production
  Supervisor

  	
   

  	
  2003-06-09

  
	
  058538

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carolina

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2003-11-19

  
	
  058978

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria del Carmen

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  267053

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfredo

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  1990-04-24

  
	
  267308

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Del Carmen

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  1999-01-11

  
	
  267510

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Reynaldo

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2000-03-27

  
	
  267690

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Oscar

  	
   

  	
  Lozano

  	
   

  	
  Operator

  	
   

  	
  2000-06-26

  
	
  267389

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Crescencio

  	
   

  	
  Lucas

  	
   

  	
  Operator

  	
   

  	
  1999-11-22

  
	
  267070

  	
   

  	
  Customer Service

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Manuel

  	
   

  	
  Lugo

  	
   

  	
  Shipping
  Supervisor

  	
   

  	
  1991-07-01

  
	
  267561

  	
   

  	
  Human Resources

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Suyin

  	
   

  	
  Macias

  	
   

  	
  Payroll Head

  	
   

  	
  2000-02-21

  
	
  267172

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Cesar Fernando

  	
   

  	
  Magallanes

  	
   

  	
  Operator

  	
   

  	
  1997-03-10

  
	
  058390

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  William

  	
   

  	
  Maldonado

  	
   

  	
  Mechanical
  Product Engineer

  	
   

  	
  2003-07-28

  
	
  059410

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Araceli

  	
   

  	
  Maldonado

  	
   

  	
  Secretary

  	
   

  	
  2004-03-29

  
	
  058979

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Judith

  	
   

  	
  Maldonado

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  267535

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Felipa

  	
   

  	
  Malvaez

  	
   

  	
  Operator

  	
   

  	
  2000-04-10

  
	
  267076

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Daniel

  	
   

  	
  Marin

  	
   

  	
  Supervisor
  Sheetmetal

  	
   

  	
  1992-08-17

  
	
  267072

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Marin

  	
   

  	
  Operator

  	
   

  	
  1992-04-06

  
	
  267719

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edgar

  	
   

  	
  Marin

  	
   

  	
  Operator

  	
   

  	
  2000-09-11

  
	
  268089

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Raul

  	
   

  	
  Marquez

  	
   

  	
  Product
  Specialist

  	
   

  	
  2000-07-17

  
	
  267556

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  David

  	
   

  	
  Marroquin

  	
   

  	
  Operator

  	
   

  	
  2000-04-17

  
	
  059298

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Leovigildo

  	
   

  	
  Martines

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  058540

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Angel

  	
   

  	
  Martinez

  	
   

  	
  Accounting
  Auxiliary

  	
   

  	
  2003-05-28

  
	
  058398

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Marco Antonio

  	
   

  	
  Martinez

  	
   

  	
  Product
  Specialist

  	
   

  	
  2003-07-17

  
	
  058384

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor

  	
   

  	
  Martinez

  	
   

  	
  Electronics
  Design Engineer

  	
   

  	
  2003-04-07

  
	
  059271

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Evaristo

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267015

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rita

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  1972-04-17

  
	
  267111

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Manuel

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  1995-12-11

  
	
  267218

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Beatriz

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  1998-02-02

  
	
  267623

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Pedro

  	
   

  	
  Martinez

  	
   

  	
  Operario

  	
   

  	
  2000-05-15

  
	
  059272

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriela

  	
   

  	
  Maya

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  058975

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Victor Hugo

  	
   

  	
  Medellin

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  267448

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Javier

  	
   

  	
  Mejia

  	
   

  	
  Training Engineer

  	
   

  	
  2000-02-21

  
	
  267115

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martin

  	
   

  	
  Mejia

  	
   

  	
  Process Engineer

  	
   

  	
  1995-12-26

  
	
  267558

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge

  	
   

  	
  Mejia

  	
   

  	
  Operator

  	
   

  	
  2000-04-17

  
	
  515043

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Julio

  	
   

  	
  Mendez

  	
   

  	
  Operator

  	
   

  	
  2004-04-09

  
	
  059005

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Sergio

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  059239

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Adolfo

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  267019

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Federico

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  1978-10-16

  
	
  267021

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Yolanda

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  1980-03-03

  
	
  267166

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martin

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  1997-02-24

  
	
  267390

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Porfirio

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  1999-11-22

  
	
  058082

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Roberto

  	
   

  	
  Meza

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  2003-07-14

  
	
  059083

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriel

  	
   

  	
  Mondragon

  	
   

  	
  Operator

  	
   

  	
  2003-12-02

  
	
  267020

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Benito

  	
   

  	
  Montes

  	
   

  	
  Transformers
  Supervisor

  	
   

  	
  1980-02-25

  
	
  267243

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Enrique

  	
   

  	
  Morales

  	
   

  	
  Installation
  Engineer

  	
   

  	
  1998-06-15

  



 





















 


	
  267034

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Teresa

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  1986-06-16

  
	
  267130

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rafael

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  1996-02-06

  
	
  267138

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Arminda

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  1996-04-22

  
	
  267262

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Crispin

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  1998-09-14

  
	
  268104

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Leopoldo

  	
   

  	
  Moreno

  	
   

  	
  Installation
  Engineer Power

  	
   

  	
  2000-09-04

  
	
  267078

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Moreno

  	
   

  	
  Ferro Assembly
  Supervisor

  	
   

  	
  1992-08-27

  
	
  59468

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfredo

  	
   

  	
  Muñoz

  	
   

  	
  Warehouse
  Supervisor

  	
   

  	
  2004-04-30

  
	
  267122

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Angelina

  	
   

  	
  Muñoz

  	
   

  	
  Operator

  	
   

  	
  1996-01-02

  
	
  267123

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Muñoz

  	
   

  	
  Operator

  	
   

  	
  1996-01-02

  
	
  515054

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Jose

  	
   

  	
  Nava

  	
   

  	
  Operator

  	
   

  	
  2002-04-25

  
	
  267047

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Arturo

  	
   

  	
  Navarrete

  	
   

  	
  Support Engineer

  	
   

  	
  1989-04-03

  
	
  267608

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Carlos

  	
   

  	
  Nieto

  	
   

  	
  Mechanic Engineer

  	
   

  	
  2000-05-08

  
	
  058823

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Joel

  	
   

  	
  Nolasco

  	
   

  	
  Operator

  	
   

  	
  2003-07-29

  
	
  268041

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro

  	
   

  	
  Noriega

  	
   

  	
  Senior Accountant

  	
   

  	
  2000-11-21

  
	
  058363

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Elisa

  	
   

  	
  Nuñez

  	
   

  	
  Quality Assurance
  RMX

  	
   

  	
  2003-03-25

  
	
  267295

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Martha

  	
   

  	
  Nutes

  	
   

  	
  Operator

  	
   

  	
  1998-12-14

  
	
  267518

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Del Pilar

  	
   

  	
  Ojeda

  	
   

  	
  Customer Service
  SAP

  	
   

  	
  2000-04-03

  
	
  059001

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gerardo

  	
   

  	
  Ojeda

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  059317

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Manuel

  	
   

  	
  Olvera

  	
   

  	
  Operator

  	
   

  	
  2004-02-23

  
	
  059270

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Fernando

  	
   

  	
  Ordoñez

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  058108

  	
   

  	
  Inside Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Nadia Alejandra

  	
   

  	
  Orozco

  	
   

  	
  Customer Services

  	
   

  	
  2002-11-19

  
	
  267084

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Alfredo

  	
   

  	
  Ortega

  	
   

  	
  Accounts
  Receivable Auxiliary

  	
   

  	
  1993-02-01

  
	
  267281

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Armando

  	
   

  	
  Ortega

  	
   

  	
  Accounts
  Receivable Auxiliary

  	
   

  	
  1998-11-09

  
	
  058889

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eduardo

  	
   

  	
  Ortega

  	
   

  	
  Operator

  	
   

  	
  2003-08-25

  
	
  059000

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Javier

  	
   

  	
  Ortega

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  058862

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Aaron Aniceto

  	
   

  	
  Ortiz

  	
   

  	
  Operator

  	
   

  	
  2003-07-23

  
	
  267008

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfredo

  	
   

  	
  Ortiz

  	
   

  	
  Operator

  	
   

  	
  1992-12-14

  
	
  267170

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Enrique

  	
   

  	
  Ortiz

  	
   

  	
  Operator

  	
   

  	
  1997-03-04

  
	
  058981

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Erik David

  	
   

  	
  Osorio

  	
   

  	
  Operator

  	
   

  	
  2003-10-13

  
	
  267133

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Oscar

  	
   

  	
  Pacheco

  	
   

  	
  Operator

  	
   

  	
  1996-03-25

  
	
  267203

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Joaquin

  	
   

  	
  Pacheco

  	
   

  	
  Operator

  	
   

  	
  1998-01-19

  
	
  267664

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mauro

  	
   

  	
  Padilla

  	
   

  	
  SAP Support

  	
   

  	
  2000-05-29

  
	
  267589

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Adrian

  	
   

  	
  Palma

  	
   

  	
  Operator

  	
   

  	
  2000-05-02

  
	
  267239

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Jesus

  	
   

  	
  Paredes

  	
   

  	
  Manufacturing
  Manager

  	
   

  	
  1999-05-17

  
	
  267057

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Irma

  	
   

  	
  Paredes

  	
   

  	
  Operator

  	
   

  	
  1990-09-17

  
	
  267735

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Heron

  	
   

  	
  Pascual

  	
   

  	
  Operator

  	
   

  	
  2000-10-02

  
	
  267374

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mayra

  	
   

  	
  Peña

  	
   

  	
  Master Planner

  	
   

  	
  1999-09-27

  
	
  059227

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Violeta

  	
   

  	
  Peña

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  267026

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Virginia

  	
   

  	
  Peralta

  	
   

  	
  Production
  Supervisor

  	
   

  	
  1984-10-09

  
	
  267287

  	
   

  	
  Field Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gustavo

  	
   

  	
  Perez

  	
   

  	
  System Engineer

  	
   

  	
  1998-12-07

  
	
  515027

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Carlos

  	
   

  	
  Perez

  	
   

  	
  Installation
  Leader

  	
   

  	
  1989-04-27

  
	
  267061

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Perez

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  1990-11-23

  
	
  267024

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfredo Ricardo

  	
   

  	
  Perez

  	
   

  	
  Sheetmetal Plant
  Superintendent

  	
   

  	
  1983-08-29

  
	
  267036

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Manuel

  	
   

  	
  Perez

  	
   

  	
  Line Supervisor

  	
   

  	
  1987-02-23

  
	
  059006

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jesus

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  267241

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Manuel

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  1998-05-18

  
	
  267333

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jacobo Saul

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  1999-05-24

  
	
  267693

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria De Lourdes

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2000-07-03

  
	
  059269

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Sandra

  	
   

  	
  Piñón

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267334

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Arturo

  	
   

  	
  Pomposo

  	
   

  	
  Operator

  	
   

  	
  1999-05-24

  



 





















 


	
  267160

  	
   

  	
  Field Sales

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Saul

  	
   

  	
  Portocarrero

  	
   

  	
  Sales Engineer

  	
   

  	
  1997-02-19

  
	
  267094

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  David

  	
   

  	
  Posada

  	
   

  	
  Operator

  	
   

  	
  1994-11-07

  
	
  267016

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Ramirez

  	
   

  	
  Stockroom Supervisor
  LMY

  	
   

  	
  1975-02-24

  
	
  59114

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Leticia

  	
   

  	
  Ramirez

  	
   

  	
  Control
  Documental

  	
   

  	
  2003-12-15

  
	
  267104

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  1995-11-13

  
	
  058999

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Carlos

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  059235

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gilberto

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  059240

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jesus

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  059264

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gabriela

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  267137

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfredo

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  1996-04-15

  
	
  515026

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Ines

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2000-10-30

  
	
  515034

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rodrigo

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2003-10-27

  
	
  267039

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ricardo

  	
   

  	
  Ramos

  	
   

  	
  Line Supervisor

  	
   

  	
  1988-02-08

  
	
  267066

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose De Jesus

  	
   

  	
  Ramos

  	
   

  	
  Operator

  	
   

  	
  1991-05-22

  
	
  267124

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Del Socorro

  	
   

  	
  Ramos

  	
   

  	
  Operator

  	
   

  	
  1996-01-02

  
	
  268088

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ricardo

  	
   

  	
  Revilla

  	
   

  	
  Traffic Head

  	
   

  	
  2000-07-10

  
	
  058084

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ramon

  	
   

  	
  Reyes

  	
   

  	
  Warehouse Head
  LMX

  	
   

  	
  2001-06-20

  
	
  267254

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Edmundo

  	
   

  	
  Reyes

  	
   

  	
  Operator

  	
   

  	
  1998-08-17

  
	
  267212

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Esteban

  	
   

  	
  Rivas

  	
   

  	
  Service
  Technician

  	
   

  	
  1998-01-26

  
	
  267561

  	
   

  	
  Human Resources

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ma Carmen

  	
   

  	
  Rivera

  	
   

  	
  Human Resources
  Manger

  	
   

  	
  1998-08-08

  
	
  267665

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Rivera

  	
   

  	
  Installation
  Supervisor

  	
   

  	
  2000-05-29

  
	
  267054

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Adela

  	
   

  	
  Roa

  	
   

  	
  Operator

  	
   

  	
  1990-06-11

  
	
  267275

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Anastacio

  	
   

  	
  Roa

  	
   

  	
  Operator

  	
   

  	
  1998-11-03

  
	
  515061

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Omar

  	
   

  	
  Roa

  	
   

  	
  Operator

  	
   

  	
  2002-04-25

  
	
  058058

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  David

  	
   

  	
  Robles

  	
   

  	
  Mechanical Design
  Engineer

  	
   

  	
  2002-12-01

  
	
  059193

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Silvestre

  	
   

  	
  Rodriguez

  	
   

  	
  Operator

  	
   

  	
  2004-01-19

  
	
  058220

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Pablo

  	
   

  	
  Rojas

  	
   

  	
  Operator

  	
   

  	
  2003-08-18

  
	
  267043

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  1989-01-17

  
	
  267758

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2000-11-21

  
	
  268112

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Samuel

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2001-02-12

  
	
  515024

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ignacio

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2000-03-06

  
	
  268102

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Alejandro

  	
   

  	
  Rosado

  	
   

  	
  Quality Engineer

  	
   

  	
  2000-09-04

  
	
  267438

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rodrigo

  	
   

  	
  Rosas

  	
   

  	
  Service Engineer

  	
   

  	
  2000-02-14

  
	
  267377

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Rosas

  	
   

  	
  Shp Floor Control

  	
   

  	
  1999-10-18

  
	
  267543

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Federico

  	
   

  	
  Salazar

  	
   

  	
  Operator

  	
   

  	
  2000-04-10

  
	
  59597

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Manuel

  	
   

  	
  Saldaña

  	
   

  	
  Operator

  	
   

  	
  2004-06-21

  
	
  059273

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Salinas

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  268090

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Luis

  	
   

  	
  Sanabria

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  2000-07-17

  
	
  058059

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Ana Margarita

  	
   

  	
  Sanchez

  	
   

  	
  Assistant

  	
   

  	
  2003-05-28

  
	
  268076

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Roberto

  	
   

  	
  Sanchez

  	
   

  	
  Installation
  Supervisor

  	
   

  	
  2000-06-12

  
	
  267075

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Antonio

  	
   

  	
  Sanchez

  	
   

  	
  Incoming

  	
   

  	
  1992-07-13

  
	
  059051

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Norma Francisca

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2003-11-17

  
	
  267168

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Juan

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  1997-02-24

  
	
  267451

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2000-02-21

  
	
  267488

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Trinidad

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2000-03-13

  
	
  515025

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Virginia

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  1989-04-17

  
	
  267052

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Manuel

  	
   

  	
  Sandoval

  	
   

  	
  Test Engineering
  Head

  	
   

  	
  1995-05-15

  
	
  58086

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose P

  	
   

  	
  Sandoval-Prado

  	
   

  	
  Project
  Coordinator

  	
   

  	
  2003-07-28

  



 





















 


	
  267177

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Gerardo

  	
   

  	
  Santander

  	
   

  	
  Logistics
  Supervisor

  	
   

  	
  1997-06-24

  
	
  058527

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Guadalupe Alfonso

  	
   

  	
  Santiago

  	
   

  	
  Quality Engineer

  	
   

  	
  2003-05-20

  
	
  267344

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Javier

  	
   

  	
  Santiago

  	
   

  	
  Operator

  	
   

  	
  1999-06-07

  
	
  267125

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hilario

  	
   

  	
  Santos

  	
   

  	
  Operator

  	
   

  	
  1996-01-04

  
	
  267783

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Guadalupe

  	
   

  	
  Segundo

  	
   

  	
  Operator

  	
   

  	
  2001-01-15

  
	
  267365

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Sosa

  	
   

  	
  Service Engineer

  	
   

  	
  2000-03-13

  
	
  267113

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Suarez

  	
   

  	
  Operator

  	
   

  	
  1995-12-11

  
	
  267156

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge

  	
   

  	
  Suarez

  	
   

  	
  Operator

  	
   

  	
  1997-01-13

  
	
  267686

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Hugo

  	
   

  	
  Tapia

  	
   

  	
  Operator

  	
   

  	
  2000-06-19

  
	
  058088

  	
   

  	
  Finance

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Irene

  	
   

  	
  Torres

  	
   

  	
  Accounts
  Receivable Auxiliary

  	
   

  	
  2003-04-28

  
	
  267215

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Felix

  	
   

  	
  Torres

  	
   

  	
  Operator

  	
   

  	
  1998-01-26

  
	
  059332

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Antonio

  	
   

  	
  Trinidad

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  2004-03-01

  
	
  059362

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Guadalupe

  	
   

  	
  Valdes

  	
   

  	
  Quality
  Engineering

  	
   

  	
  2004-03-15

  
	
  267433

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Mauricio Agustin

  	
   

  	
  Valencia

  	
   

  	
  Engineer Test

  	
   

  	
  2000-02-13

  
	
  059331

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Odilon

  	
   

  	
  Vargas

  	
   

  	
  Maintenance
  Technician

  	
   

  	
  2004-03-01

  
	
  267229

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge Alfonso

  	
   

  	
  Vargas

  	
   

  	
  Plant
  Superintendent LMX

  	
   

  	
  1998-03-09

  
	
  500656

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jaqueline

  	
   

  	
  Vargas

  	
   

  	
  Buyer Components

  	
   

  	
  2000-07-27

  
	
  058890

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rafael

  	
   

  	
  Vargas

  	
   

  	
  Operator

  	
   

  	
  2003-08-25

  
	
  059089

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Monica

  	
   

  	
  Vazquez

  	
   

  	
  Planner

  	
   

  	
  2003-12-09

  
	
  059089

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Monica

  	
   

  	
  Vázquez

  	
   

  	
  Planner LMY

  	
   

  	
  2003-12-09

  
	
  515007

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Roberto

  	
   

  	
  Velasco

  	
   

  	
  Installation
  Manager

  	
   

  	
  2000-04-03

  
	
  268045

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Carlos

  	
   

  	
  Velasco

  	
   

  	
  Installation
  Engineer

  	
   

  	
  2000-12-04

  
	
  267267

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Rosa Alicia

  	
   

  	
  Velasco

  	
   

  	
  Quality
  Coordinator

  	
   

  	
  1998-10-27

  
	
  058393

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eduardo

  	
   

  	
  Venegas

  	
   

  	
  SAP Support

  	
   

  	
  2003-07-29

  
	
  059228

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Maria Leticia

  	
   

  	
  Venegas

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  267250

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eduardo

  	
   

  	
  Vidal

  	
   

  	
  Installation
  Engineer

  	
   

  	
  1998-08-04

  
	
  059111

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Marco Antonio

  	
   

  	
  Vilchis

  	
   

  	
  Incoming Engineer

  	
   

  	
  2003-12-22

  
	
  267027

  	
   

  	
  Installers

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jaime

  	
   

  	
  Villa

  	
   

  	
  Process Manager
  Power

  	
   

  	
  1985-03-04

  
	
  59498

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alejandro Abel

  	
   

  	
  Villafuerte

  	
   

  	
  Instrument
  Coordinator

  	
   

  	
  2004-05-17

  
	
  267022

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jose Diego

  	
   

  	
  Villar

  	
   

  	
  Operator

  	
   

  	
  1980-04-28

  
	
  267428

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Alfonso

  	
   

  	
  Villar

  	
   

  	
  Operator

  	
   

  	
  2000-01-17

  
	
  267706

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Luis Felipe

  	
   

  	
  Villegas

  	
   

  	
  Operator

  	
   

  	
  2000-08-07

  
	
  059088

  	
   

  	
  Supply Chain

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Jorge Arturo

  	
   

  	
  Vinck

  	
   

  	
  Shp Floor Control
  Sheetmetal

  	
   

  	
  2003-12-08

  
	
  059265

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Eugenia

  	
   

  	
  Virun

  	
   

  	
  Operator

  	
   

  	
  2004-02-01

  
	
  059046

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Elizabeth

  	
   

  	
  Yañez

  	
   

  	
  Quality Manager

  	
   

  	
  2003-11-17

  
	
  267073

  	
   

  	
  Manufacturing

  	
   

  	
  MARCONI DE MEXICO

  	
   

  	
  Juan Manuel

  	
   

  	
  ZuÑiga

  	
   

  	
  Operator

  	
   

  	
  1992-05-20

  
	
  268910

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Dolores

  	
   

  	
  Aguilar

  	
   

  	
  Operator

  	
   

  	
  2002-02-19

  
	
  500698

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ana Laura

  	
   

  	
  Aguilar

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  059148

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Angelica Aurora

  	
   

  	
  Aguilar

  	
   

  	
  Operator

  	
   

  	
  2004-01-08

  
	
  058460

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Miriam

  	
   

  	
  Aguilera

  	
   

  	
  Operator

  	
   

  	
  2003-05-06

  
	
  059138

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Hortensia

  	
   

  	
  Aguirre

  	
   

  	
  Operator

  	
   

  	
  2004-01-08

  
	
  058740

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cecilia

  	
   

  	
  Albarran

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  268532

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Del Socorro

  	
   

  	
  Alejo

  	
   

  	
  Operator

  	
   

  	
  1994-09-14

  
	
  058678

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria de Lourdes

  	
   

  	
  Almeda

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  268626

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Martha

  	
   

  	
  Alvarado

  	
   

  	
  Operator

  	
   

  	
  1997-10-17

  
	
  058698

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Germa

  	
   

  	
  Alvarez

  	
   

  	
  Operator

  	
   

  	
  2003-06-26

  
	
  059126

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Estela

  	
   

  	
  Ambros

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  268615

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Hilaria

  	
   

  	
  Argumedo

  	
   

  	
  Operator

  	
   

  	
  1997-08-20

  
	
  500563

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Araceli

  	
   

  	
  Arvizu

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  



 





















 


	
  059165

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Ramon

  	
   

  	
  Avendaño

  	
   

  	
  Operator

  	
   

  	
  2004-01-12

  
	
  268609

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  María Cristina

  	
   

  	
  Bacilio

  	
   

  	
  Operator

  	
   

  	
  2002-10-07

  
	
  058445

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Irma Yessica

  	
   

  	
  Basurto

  	
   

  	
  Operator

  	
   

  	
  2003-05-05

  
	
  500681

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Leticia

  	
   

  	
  Bautista

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  059043

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eduardo

  	
   

  	
  Becerra

  	
   

  	
  Operator

  	
   

  	
  2003-11-17

  
	
  268559

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Elena

  	
   

  	
  Bedolla

  	
   

  	
  Operator

  	
   

  	
  1995-05-22

  
	
  268582

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Oscar

  	
   

  	
  Bedolla

  	
   

  	
  Operator

  	
   

  	
  1996-03-04

  
	
  500689

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eliazar

  	
   

  	
  Bello

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  058320

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Nancy

  	
   

  	
  Benitez

  	
   

  	
  Operator

  	
   

  	
  2003-03-03

  
	
  058743

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Susana

  	
   

  	
  Benito

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  268500

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Irma

  	
   

  	
  Bernal

  	
   

  	
  Production
  Coordinator

  	
   

  	
  1994-03-22

  
	
  268551

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Estela

  	
   

  	
  Binuelo

  	
   

  	
  Operator

  	
   

  	
  1995-01-06

  
	
  500329

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maribel

  	
   

  	
  Blanco

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  269963

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Veronica

  	
   

  	
  Blanco

  	
   

  	
  Operator

  	
   

  	
  2002-10-30

  
	
  058578

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Esperanza

  	
   

  	
  Bonilla

  	
   

  	
  Operator

  	
   

  	
  2003-06-16

  
	
  268529

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Isela

  	
   

  	
  Cabrera

  	
   

  	
  Production
  Coordinator

  	
   

  	
  1994-08-24

  
	
  268557

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Celina

  	
   

  	
  Caldelas

  	
   

  	
  Operator

  	
   

  	
  1995-02-21

  
	
  268512

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma Elena

  	
   

  	
  Camacho

  	
   

  	
  Operator

  	
   

  	
  1993-07-06

  
	
  058696

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lorena

  	
   

  	
  Cambron

  	
   

  	
  Operator

  	
   

  	
  2003-06-26

  
	
  058459

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ana Leticia

  	
   

  	
  Campechano

  	
   

  	
  Operator

  	
   

  	
  2003-05-06

  
	
  268509

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Guadalupe

  	
   

  	
  Campos

  	
   

  	
  Operator

  	
   

  	
  1993-05-17

  
	
  058802

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra Carlota

  	
   

  	
  Cano

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  268622

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alma Delia

  	
   

  	
  Cardenas

  	
   

  	
  Trainner

  	
   

  	
  1997-09-30

  
	
  268648

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Catalina

  	
   

  	
  Carrillo

  	
   

  	
  Operator

  	
   

  	
  1998-01-26

  
	
  268518

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Florentina

  	
   

  	
  Castillo

  	
   

  	
  Operator

  	
   

  	
  1994-01-17

  
	
  268526

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cecillia

  	
   

  	
  Cepeda

  	
   

  	
  Operator

  	
   

  	
  1994-03-22

  
	
  268574

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Evelia

  	
   

  	
  Cervantes

  	
   

  	
  Operator

  	
   

  	
  1996-01-08

  
	
  268647

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Felicitas

  	
   

  	
  Chavez

  	
   

  	
  Operator

  	
   

  	
  1998-01-26

  
	
  059261

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Esteban

  	
   

  	
  Chavez

  	
   

  	
  Operator
  Warehouse

  	
   

  	
  2004-02-02

  
	
  269378

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosalinda

  	
   

  	
  Cisneros

  	
   

  	
  Operator

  	
   

  	
  2002-09-17

  
	
  059254

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alejandra

  	
   

  	
  Clemente

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  268583

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maricela

  	
   

  	
  Coria

  	
   

  	
  Operator

  	
   

  	
  1996-03-04

  
	
  058173

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Joao

  	
   

  	
  Coria

  	
   

  	
  Operator

  	
   

  	
  2003-01-20

  
	
  268547

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Raquel

  	
   

  	
  Correa

  	
   

  	
  Operator

  	
   

  	
  1994-11-23

  
	
  058432

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma Isabel

  	
   

  	
  Correa

  	
   

  	
  Operator

  	
   

  	
  2003-04-23

  
	
  269213

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Mayra Elizabeth

  	
   

  	
  Cortes

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  058235

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra Ivet

  	
   

  	
  Cortes

  	
   

  	
  Operator

  	
   

  	
  2003-02-10

  
	
  058431

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Gabriela

  	
   

  	
  Cortes

  	
   

  	
  Operator

  	
   

  	
  2003-04-23

  
	
  058745

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lidia

  	
   

  	
  Cristobal

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  059115

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Guadalupe

  	
   

  	
  Cristobal

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  058519

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ruth Esther

  	
   

  	
  Cristobal

  	
   

  	
  Operator

  	
   

  	
  2003-05-01

  
	
  268571

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosario

  	
   

  	
  Cruz

  	
   

  	
  Production
  Coordinator

  	
   

  	
  1995-11-01

  
	
  058792

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ana Griselda

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  268655

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Diana

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  2004-01-01

  
	
  268539

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma De Los Angeles

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  1994-10-10

  
	
  058324

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Carla Faviola

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  2003-03-05

  
	
  268680

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eduardo

  	
   

  	
  Cruz

  	
   

  	
  Operator

  	
   

  	
  1998-04-23

  
	
  500695

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Vicenta

  	
   

  	
  De la Cruz

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  500675

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Olga Godeleva

  	
   

  	
  De La Cruz

  	
   

  	
  Operator

  	
   

  	
  2004-01-14

  
	
  268561

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria De Los
  Angele

  	
   

  	
  De La Cruz

  	
   

  	
  Operator

  	
   

  	
  2002-02-19

  



 





















 


	
  058434

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Dulce Maria

  	
   

  	
  Deciga

  	
   

  	
  Operator

  	
   

  	
  2003-04-23

  
	
  058616

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosalina Noemi

  	
   

  	
  Diaz

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  
	
  268847

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Guadalupe

  	
   

  	
  Diaz

  	
   

  	
  Nurse

  	
   

  	
  1999-09-27

  
	
  269950

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jorge

  	
   

  	
  Diaz

  	
   

  	
  Operator

  	
   

  	
  2002-03-01

  
	
  058554

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Martha

  	
   

  	
  Doñu

  	
   

  	
  Operator

  	
   

  	
  2003-06-02

  
	
  058154

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lizbeth

  	
   

  	
  Duran

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  268502

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alma Leticia

  	
   

  	
  Escobar

  	
   

  	
  Operator

  	
   

  	
  1991-08-26

  
	
  059320

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Mario

  	
   

  	
  Espindola

  	
   

  	
  Operator

  	
   

  	
  2004-03-01

  
	
  268510

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Irma

  	
   

  	
  Espinoza

  	
   

  	
  Operator

  	
   

  	
  1993-05-24

  
	
  268782

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Patricia Yolanda

  	
   

  	
  Estrada

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  058737

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Socorro

  	
   

  	
  Faustino

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  500273

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rebeca Elizabeth

  	
   

  	
  Figueroa

  	
   

  	
  Operator

  	
   

  	
  2003-01-30

  
	
  058738

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Daniel Alberto

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  058772

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Claudia

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  058795

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Silvia

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  500688

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eloisa

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268767

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra Nallely

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  1999-05-04

  
	
  058198

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Norma

  	
   

  	
  Flores

  	
   

  	
  Operator

  	
   

  	
  2003-01-27

  
	
  269951

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Luz María

  	
   

  	
  Fonseca

  	
   

  	
  Production
  Coordinator

  	
   

  	
  2002-10-07

  
	
  058735

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maribel

  	
   

  	
  Fuentes

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  269222

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alma Delia

  	
   

  	
  Gabriel

  	
   

  	
  Operator

  	
   

  	
  2003-05-01

  
	
  268534

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Esther

  	
   

  	
  Galvan

  	
   

  	
  Operator

  	
   

  	
  1994-09-29

  
	
  058477

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Miriam

  	
   

  	
  Gamez

  	
   

  	
  Operator

  	
   

  	
  2003-05-07

  
	
  058726

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Paula

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-07-04

  
	
  268592

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Magdalena

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  1997-01-13

  
	
  500683

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cesilia

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  269807

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Dolores

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2002-02-28

  
	
  058449

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Amanda

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-05-05

  
	
  058447

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Leticia

  	
   

  	
  Garcia

  	
   

  	
  Operator

  	
   

  	
  2003-05-05

  
	
  500685

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Josefina

  	
   

  	
  García

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  269069

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maricela

  	
   

  	
  Garduño

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  268779

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eunice

  	
   

  	
  Gaspar

  	
   

  	
  Production
  Coordinator

  	
   

  	
  2002-10-07

  
	
  058569

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Erika

  	
   

  	
  Gomez

  	
   

  	
  Operator

  	
   

  	
  2003-06-11

  
	
  058679

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Anahi

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  058800

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Eva Elena

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  058448

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Claudia

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2003-05-05

  
	
  269955

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Erika

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2002-10-31

  
	
  059158

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yanet

  	
   

  	
  Gonzalez

  	
   

  	
  Operator

  	
   

  	
  2004-01-01

  
	
  059319

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Mauricio

  	
   

  	
  Guarneros

  	
   

  	
  Operator

  	
   

  	
  2004-03-01

  
	
  059120

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Naitzi

  	
   

  	
  Gutierrez

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  269628

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rita

  	
   

  	
  Gutierrez

  	
   

  	
  Operator

  	
   

  	
  2003-03-24

  
	
  268723

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Xochitl

  	
   

  	
  Gutierrez

  	
   

  	
  Production
  Coordinator

  	
   

  	
  1998-12-02

  
	
  268701

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rolando

  	
   

  	
  Gutierrez

  	
   

  	
  Operator

  	
   

  	
  1998-09-21

  
	
  500693

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Porfiria

  	
   

  	
  Gutiérrez

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268641

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Delfina

  	
   

  	
  Guzman

  	
   

  	
  Operator

  	
   

  	
  1998-01-15

  
	
  268606

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Natalia

  	
   

  	
  Hemandez

  	
   

  	
  Operator

  	
   

  	
  2002-10-07

  
	
  058724

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Teresa

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2003-07-04

  
	
  059210

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Elida

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  268562

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Angela

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  1995-05-25

  



 





















 


	
  268810

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Catalina

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2003-03-01

  
	
  268528

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ofelia

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2001-12-10

  
	
  059153

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Adrian

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2004-01-01

  
	
  268684

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Santa

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2002-02-20

  
	
  058725

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Hilda

  	
   

  	
  Hernandez

  	
   

  	
  Operator

  	
   

  	
  2003-07-04

  
	
  500680

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Antonia

  	
   

  	
  Hernández

  	
   

  	
  Production
  Coordinator

  	
   

  	
  2002-11-21

  
	
  059360

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Julio Ernesto

  	
   

  	
  Huitron

  	
   

  	
  Operator

  	
   

  	
  2004-03-16

  
	
  058729

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maribel

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  2003-07-07

  
	
  268514

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Celia

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  1993-07-23

  
	
  268506

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alicia

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  1992-06-25

  
	
  268575

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Guadalupe

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  1996-01-15

  
	
  268543

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maribel

  	
   

  	
  Jimenez

  	
   

  	
  Operator

  	
   

  	
  1994-10-20

  
	
  058370

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosa Elena

  	
   

  	
  Juan

  	
   

  	
  Operator

  	
   

  	
  2003-04-01

  
	
  268549

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Edith

  	
   

  	
  Juarez

  	
   

  	
  Operator

  	
   

  	
  1994-12-13

  
	
  268540

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Esperanza

  	
   

  	
  Lona

  	
   

  	
  Operator

  	
   

  	
  2001-12-10

  
	
  058720

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alba

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2003-07-02

  
	
  058757

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ana Elida

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  268705

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Orlando

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  1998-09-30

  
	
  268642

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lucia

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  1998-01-15

  
	
  268568

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Margarita

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  1995-08-29

  
	
  058360

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Luis

  	
   

  	
  Lopez

  	
   

  	
  Operator

  	
   

  	
  2003-03-24

  
	
  500690

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  José Carmen

  	
   

  	
  López

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268593

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Magdalena

  	
   

  	
  Lozada

  	
   

  	
  Operator

  	
   

  	
  1997-01-13

  
	
  058787

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cristina

  	
   

  	
  Maciel

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  268003

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma Esperanza

  	
   

  	
  Maldonado

  	
   

  	
  Operator

  	
   

  	
  2003-04-23

  
	
  058579

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Marisol

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2003-06-16

  
	
  058610

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Anabel

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  
	
  058746

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Vianey

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  058783

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Laura

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  268632

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Isabel

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2002-02-18

  
	
  268695

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jorge

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  1998-08-26

  
	
  058200

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Fermin

  	
   

  	
  Martinez

  	
   

  	
  Operator

  	
   

  	
  2003-01-27

  
	
  268530

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Elena

  	
   

  	
  Medina

  	
   

  	
  Operator

  	
   

  	
  1994-09-08

  
	
  268663

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosalia

  	
   

  	
  Medina

  	
   

  	
  Operator

  	
   

  	
  2003-01-28

  
	
  058763

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sujey

  	
   

  	
  Medina

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  059144

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Deyanira Luisa

  	
   

  	
  Melendez

  	
   

  	
  Operator

  	
   

  	
  2004-01-08

  
	
  059352

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  2004-03-11

  
	
  058755

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Miriam

  	
   

  	
  Mendoza

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  058742

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Felix

  	
   

  	
  Merida

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  
	
  058781

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Tanya Irazema

  	
   

  	
  Miranda

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  059258

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yolanda Antonia

  	
   

  	
  Moctezuma

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  268527

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Mariateresa De
  Jesus

  	
   

  	
  Montecillo

  	
   

  	
  Trainner

  	
   

  	
  1994-07-11

  
	
  058615

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Norma Angelica

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  
	
  058682

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosalba

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  059132

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Bernardo

  	
   

  	
  Morales

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  059259

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Remedios

  	
   

  	
  Moreno

  	
   

  	
  Operator

  	
   

  	
  2004-02-02

  
	
  268584

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Veronica

  	
   

  	
  Moreno

  	
   

  	
  Operator

  	
   

  	
  1996-03-04

  
	
  268628

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cristina

  	
   

  	
  Moreno

  	
   

  	
  Operator

  	
   

  	
  2003-03-24

  
	
  268505

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Gloria

  	
   

  	
  Moreno

  	
   

  	
  Operator

  	
   

  	
  1991-09-30

  
	
  058788

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yesika Yadira

  	
   

  	
  Mujica

  	
   

  	
  Operator

  	
   

  	
  2003-07-16

  



 





















 


	
  268513

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Claudia

  	
   

  	
  Muñoz

  	
   

  	
  Operator

  	
   

  	
  1993-07-26

  
	
  268538

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Esther

  	
   

  	
  Murillo

  	
   

  	
  Operator

  	
   

  	
  1994-10-10

  
	
  058773

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Norma Alicia

  	
   

  	
  Nava

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  500694

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Analine

  	
   

  	
  Negrón

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268544

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria

  	
   

  	
  Neri

  	
   

  	
  Operator

  	
   

  	
  1994-10-24

  
	
  268542

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Hilda

  	
   

  	
  Olayo

  	
   

  	
  Operator

  	
   

  	
  1994-10-20

  
	
  058105

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Patricia

  	
   

  	
  Olguin

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  058727

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Raquel

  	
   

  	
  Osnaya

  	
   

  	
  Operator

  	
   

  	
  2003-07-07

  
	
  268667

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Karina

  	
   

  	
  Pacheco

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  268730

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Magali

  	
   

  	
  Pacheco

  	
   

  	
  Operator

  	
   

  	
  2003-07-01

  
	
  058565

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Sonia

  	
   

  	
  Palermo

  	
   

  	
  Operator

  	
   

  	
  2003-06-10

  
	
  058536

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Angelica

  	
   

  	
  Palermo

  	
   

  	
  Operator

  	
   

  	
  2003-05-28

  
	
  268757

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lucy Antonia

  	
   

  	
  Palma

  	
   

  	
  Operator

  	
   

  	
  2002-02-27

  
	
  058785

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Silvia

  	
   

  	
  Palomares

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  268827

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  María del Rosario

  	
   

  	
  Parra

  	
   

  	
  Operator

  	
   

  	
  2002-10-07

  
	
  269798

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Monica Edith

  	
   

  	
  Pelcastre

  	
   

  	
  Operator

  	
   

  	
  2002-03-01

  
	
  058774

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra

  	
   

  	
  Peña

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  058539

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ventura Silvina

  	
   

  	
  Peña

  	
   

  	
  Operator

  	
   

  	
  2003-05-28

  
	
  058614

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Monica Lizbeth

  	
   

  	
  Peña

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  
	
  268525

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma Del Camen

  	
   

  	
  Perales

  	
   

  	
  Production
  Coordinator

  	
   

  	
  2002-09-11

  
	
  059208

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Juan Pablo

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  500700

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Liliana Ibett

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  058345

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yaneth

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2003-03-01

  
	
  058463

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosa Maria

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2003-05-06

  
	
  268719

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Luz Maria

  	
   

  	
  Perez

  	
   

  	
  Production
  Coordinator

  	
   

  	
  1998-11-24

  
	
  268576

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Del
  Consuelo

  	
   

  	
  Perez

  	
   

  	
  Data Clerk

  	
   

  	
  2003-03-04

  
	
  269252

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Laura Esther

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  268758

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Leticia

  	
   

  	
  Perez

  	
   

  	
  Operator

  	
   

  	
  2003-06-10

  
	
  500686

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lilia

  	
   

  	
  Pérez

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  500667

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Guadalupe

  	
   

  	
  Pérez

  	
   

  	
  Operator

  	
   

  	
  2002-05-27

  
	
  268696

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Guillermo

  	
   

  	
  Picazo

  	
   

  	
  Operator

  	
   

  	
  2003-05-06

  
	
  268548

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosa

  	
   

  	
  Platero

  	
   

  	
  Operator

  	
   

  	
  1994-12-13

  
	
  058712

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lorena

  	
   

  	
  Puente

  	
   

  	
  Operator

  	
   

  	
  2003-06-30

  
	
  059128

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Luis

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  268604

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Veronica

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  1997-04-03

  
	
  058509

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Vanessa

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2003-05-15

  
	
  268814

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Irma

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  059136

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cristina

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-01-08

  
	
  059347

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Adriana

  	
   

  	
  Ramirez

  	
   

  	
  Operator

  	
   

  	
  2004-03-11

  
	
  500687

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  María

  	
   

  	
  Ramírez

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268501

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Florencia

  	
   

  	
  Ramos

  	
   

  	
  Operator

  	
   

  	
  1991-08-05

  
	
  500684

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Noemí

  	
   

  	
  Rangel

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268761

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lucina

  	
   

  	
  Resendiz

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  058807

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jocabed

  	
   

  	
  Reyes

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  515074

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yolanda

  	
   

  	
  Rios

  	
   

  	
  Operator

  	
   

  	
  2002-05-27

  
	
  058349

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Elena

  	
   

  	
  Rios

  	
   

  	
  Operator

  	
   

  	
  2003-03-13

  
	
  268577

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maricruz

  	
   

  	
  Rivas

  	
   

  	
  Operator

  	
   

  	
  1996-01-15

  
	
  500682

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosario

  	
   

  	
  Rivas

  	
   

  	
  Operator

  	
   

  	
  2002-11-21

  
	
  268578

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Cristina

  	
   

  	
  Rivera

  	
   

  	
  Operator

  	
   

  	
  1996-01-15

  
	
  058612

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria del Carmen

  	
   

  	
  Rivera

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  



 





















 


	
  269189

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ma de Lourdes

  	
   

  	
  Rodriguez

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  058468

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Miriam

  	
   

  	
  Rodriguez

  	
   

  	
  Operator

  	
   

  	
  2003-05-06

  
	
  058466

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria del Carmen
  Catalina

  	
   

  	
  Rodriguez

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  269502

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Paola

  	
   

  	
  Rodriguez

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  058348

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Mireya

  	
   

  	
  Rojas

  	
   

  	
  Operator

  	
   

  	
  2003-03-13

  
	
  058577

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Diana

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2003-06-16

  
	
  059205

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jessica Evelyn

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  058156

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Leticia

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  058513

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Sandra

  	
   

  	
  Romero

  	
   

  	
  Operator

  	
   

  	
  2003-05-01

  
	
  268635

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Elsa Margarita

  	
   

  	
  Roque

  	
   

  	
  Operator

  	
   

  	
  2002-02-18

  
	
  058568

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Veronica

  	
   

  	
  Ruedas

  	
   

  	
  Operator

  	
   

  	
  2003-06-11

  
	
  058680

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alma Delia

  	
   

  	
  Ruiz

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  058686

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yadira

  	
   

  	
  Ruiz

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  058153

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Lucy Lorena

  	
   

  	
  Ruiz

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  059346

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Josue Ulises

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2004-03-11

  
	
  268600

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Reyna

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2002-03-01

  
	
  268644

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Raquel

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  1998-01-15

  
	
  058451

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Zenic

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2003-05-05

  
	
  058494

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Flor Ignacia

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2003-05-12

  
	
  058748

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Leonila

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2003-07-09

  
	
  058808

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Laura

  	
   

  	
  Sanchez

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  059211

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria del Carmen

  	
   

  	
  Sandoval

  	
   

  	
  Operator

  	
   

  	
  2004-01-26

  
	
  500673

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Cruz

  	
   

  	
  Santamaria

  	
   

  	
  Operator

  	
   

  	
  2002-04-22

  
	
  058782

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Ismael

  	
   

  	
  Santana

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  269354

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Nora

  	
   

  	
  Saucedo

  	
   

  	
  Operator

  	
   

  	
  2002-05-27

  
	
  500697

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Juana

  	
   

  	
  Senobio

  	
   

  	
  Operator

  	
   

  	
  2002-12-06

  
	
  268569

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Nicolasa

  	
   

  	
  Serrano

  	
   

  	
  Operator

  	
   

  	
  1995-09-05

  
	
  268521

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria Del Socorro

  	
   

  	
  Serrano

  	
   

  	
  Operator

  	
   

  	
  1994-01-17

  
	
  058771

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Norma

  	
   

  	
  Solano

  	
   

  	
  Operator

  	
   

  	
  2003-07-15

  
	
  269581

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Antonio

  	
   

  	
  Tavera

  	
   

  	
  Operator

  	
   

  	
  2003-06-17

  
	
  058798

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Alberta

  	
   

  	
  Tereso

  	
   

  	
  Operator

  	
   

  	
  2003-07-17

  
	
  268579

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Mirna

  	
   

  	
  Toral

  	
   

  	
  Operator

  	
   

  	
  1996-01-15

  
	
  058146

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maria De Los
  Remedios

  	
   

  	
  Tovar

  	
   

  	
  Operator

  	
   

  	
  2003-01-15

  
	
  268586

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Patricia

  	
   

  	
  Urquieta

  	
   

  	
  Operator

  	
   

  	
  1996-04-08

  
	
  058475

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rita Patricia

  	
   

  	
  Valdez

  	
   

  	
  Operator

  	
   

  	
  2003-05-07

  
	
  059129

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Jose Omar Jovanni

  	
   

  	
  Vanegas

  	
   

  	
  Operator

  	
   

  	
  2004-01-07

  
	
  059062

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Norberto

  	
   

  	
  Vargas

  	
   

  	
  Operator

  	
   

  	
  2003-11-01

  
	
  059145

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Martha Alina

  	
   

  	
  Vazquez

  	
   

  	
  Operator

  	
   

  	
  2004-01-08

  
	
  268580

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Edith

  	
   

  	
  Vazquez

  	
   

  	
  Operator

  	
   

  	
  1996-01-22

  
	
  058581

  	
   

  	
  Supply Chain

  	
   

  	
  Marconi Exportel

  	
   

  	
  Daniel

  	
   

  	
  Vazquez

  	
   

  	
  Operator

  	
   

  	
  2003-06-16

  
	
  269193

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Juana

  	
   

  	
  Vega

  	
   

  	
  Operator

  	
   

  	
  2002-02-18

  
	
  268564

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Diana

  	
   

  	
  Venegas

  	
   

  	
  Operator

  	
   

  	
  1995-06-05

  
	
  268555

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Luz Maria

  	
   

  	
  Ventura

  	
   

  	
  Operator

  	
   

  	
  1995-01-16

  
	
  058203

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Yesenia

  	
   

  	
  Verduzco

  	
   

  	
  Operator

  	
   

  	
  2003-01-27

  
	
  058687

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Maritza

  	
   

  	
  Viana

  	
   

  	
  Operator

  	
   

  	
  2003-06-24

  
	
  058669

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Laura Ivonne

  	
   

  	
  Vigi

  	
   

  	
  Operator

  	
   

  	
  2003-06-19

  
	
  058478

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Rosa Azucena

  	
   

  	
  Virrueta

  	
   

  	
  Operator

  	
   

  	
  2003-05-07

  
	
  268508

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Edith

  	
   

  	
  Zuriaga

  	
   

  	
  Operator

  	
   

  	
  1993-03-29

  
	
  058741

  	
   

  	
  Manufacturing

  	
   

  	
  Marconi Exportel

  	
   

  	
  Marisela

  	
   

  	
  Zuriaga

  	
   

  	
  Operator

  	
   

  	
  2003-07-08

  



 





















 


Schedule Mexico-2 to Exhibit Mexico


 


Mexican Employee Plans and Benefits


 


1.                                       Marconi
Mexico has in place a Pension and Seniority Premium Plan establishing
additional retirement benefits for the employees as to those granted by the
Mexican Security Institute and to cover the seniority premium while the
employment relationships are terminated. 
The Plan satisfies the Accounting Requirements under Statements of
Financial Accounting Standards Number 87. 
Data relating to the funding and valuation of the Plan that has been
provided to the Purchaser is true and complete in all material respects.


 


2.                                       Marconi
Administrativa has in place another Pension and Seniority Premium Plan
establishing additional retirement benefits for the employees as to those
granted by the Mexican Security Institute and to cover the seniority premium
while the employment relationships are terminated.  The Plan satisfies the Accounting Requirements
under Statements of Financial Accounting Standards Number 87.  Data relating to the funding and valuation of
the Plan that has been provided to the Purchaser is true and complete in all
material respects.


 


3.                                       Marconi
Mexico had in place a discretionary Annual Incentive Plan with the objective to
provide an incentive to eligible employees to maximize generation of
Profits.  This Plan was terminated on March 31st.  2004.


 


4.                                       Marconi
Mexico has a Group Life Insurance and Medical Insurance Coverage (Minor and
Major coverage) for all of its employees. 
The secured amount is up to 28 months of payroll salary in the Life
Insurance branch and up to 1000 times the minimum wage in Mexico City(1) for
Major Medical Insurance.


 


Likewise,
Marconi Mexico grants an amount of $4,000.00 MXP for funeral allowance in the
event of the death of a worker and relatives in the first grade such as parent,
spouse or children.


 


5.                                       Marconi
Administrativa has a Group Life Insurance and Medical Insurance Coverage (Minor
and Major coverage) for all of its employees. 
The secured amount is up to 36 months of payroll salary in the Life
Insurance branch and with no limitation in the Major Medical Insurance.


 


6.                                       Marconi
Mexico has in place an Automobile Plan in terms of which certain managers
identified on Schedule Mexico-1.1 are granted with a company car and
the payment of the related expenses.


 










(1)                                  Current
Minimum Wage in Mexico city is $45.24 MXP.


 





















 


7.                                       Marconi Administrativa has
in place an Automobile Plan applicable to all of its employees
(Directors).  The Plan grants the
employees with a company car and the payment of the associated expenses.


 


8.                                       Marconi Administrativa has
in place a Sport Club Plan in terms of which the company grants the tuition and
the monthly maintenance of a sports club to its employees.  The amounts vary according with the position
of the employee.  (Level A is $59,716.00
MXP and Level B is $40,716.00 MXP). 
Likewise, the Company grants an Annual Check Up to all of its employees
equivalent to $8,000.00 MXP


 


9.                                       Marconi Mexico grants to
its employees a Savings Fund equivalent to a monthly apportions of 13% of the
payroll salary of each employee.


 


10.                                 Marconi Administrativa has
in place a Savings Fund equivalent to a monthly apportion of 13% of the payroll
salary of each employee.


 


11.                                 Marconi
Mexico has the following labor benefits: (i) Christmas Bonus equivalent to
40 days of salary, payable no later than December 20th.  of each year; (ii) Vacations according
with the seniority of the employees;  (iii) Vacation
premium equivalent to 75% of the total amount of vacations paid to the
employee; and, (iv) Food Coupons equivalent to a monthly payment of
$3,600.00 MXP.


 


12.                                 Marconi
Administrativa has the following labor benefits: (i) Christmas bonus
equivalent to 45 days of salary, payable no later than December 20th.  of each year; (ii) Vacations according
with the seniority of the employees;  (iii) Vacation
premium equivalent to 90% of the total amount of vacations paid to the
employee; and, (iv) Food Coupons equivalent to a monthly payment of
$1,357.20 MXP.


 


13.                                 Adminisrativa
Marconi Communications Post-Retirement Benefit Plan


 


The labor benefits of
Marconi Exportel are established in the Collective Bargaining Agreement
mentioned in Schedule Mexico-2.


 


14.                                 Special Severance Agreement
letters dated May 15, 2004, addressed to Mr. Rafael Diaz,
establishing pre-closing and post-closing special severance packages to such
Mexican Transferring Employee (true and complete copies of which have been made
available to the Purchasers).


 


15.                                 Draft Special Severance Agreement
letters, addressed to Rafael Hernandez, establishing pre-closing and
post-closing Special severance packages to such Mexican Transferring Employee.


 





















 


Schedule Mexico-1.1 to Schedule Mexico-2


Managers Granted Company Car under
Automobile Plan


 


As of 6/29/04


 


	
  Current

  Vehicle Make

  	
   

  	
  Type

  	
   

  	
  Current

  Year of

  Vehicle

  	
   

  	
  Serial Number of Vehicle

  	
   

  	
  Motor Number of

  Vehicle

  	
   

  	
  Name

  	
   

  	
  Position

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  1998

  	
   

  	
  3N1EB31S3WL-061665

  	
   

  	
  GA16-726551V

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S74K543431

  	
   

  	
  GA16866741S

  	
   

  	
  RUBEN AYALA

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2000

  	
   

  	
  3N1EB31S7YL157625

  	
   

  	
  GA16-772137R

  	
   

  	
  CLAUDIA HERNANDEZ

  	
   

  	
   

  	
   

  
	
  HONDA

  	
   

  	
  ODISEY

  	
   

  	
  2000

  	
   

  	
  2HKRL1854YH901097

  	
   

  	
  J35A12086758

  	
   

  	
  LUIS PAREDES

  	
   

  	
  Manufacturing
  Manager

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2003

  	
   

  	
  3N1EB31S73K481933

  	
   

  	
  GA16800668S

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S04K543772

  	
   

  	
  GA16867268S

  	
   

  	
  SAUL PORTOCARRERO

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31SX4K543438

  	
   

  	
  GA16866744S

  	
   

  	
  JUAN CARLOS PEREZ

  	
   

  	
  Installation
  Leader

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S54K531844

  	
   

  	
  GA16854186S

  	
   

  	
  ALFREDO ORTEGA

  	
   

  	
  Accounts Receivable
  Aux.

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S04K534523

  	
   

  	
  GA16857700S

  	
   

  	
  VICTOR GARCIA
  GUEVARA

  	
   

  	
  Buyer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S14K543781

  	
   

  	
  GA16867021S

  	
   

  	
  JOSE LUIS RIVERA

  	
   

  	
  Installation
  supervisor

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31SX4K543780

  	
   

  	
  GA16867022S

  	
   

  	
  GUSTAVO PEREZ

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S84K543440

  	
   

  	
  GA16866739S

  	
   

  	
  ANTONIO HERNANDEZ
  L.

  	
   

  	
  Messenger

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S14K543439

  	
   

  	
  GA16866743S

  	
   

  	
  ROBERTO VELASCO

  	
   

  	
  Installation
  Manager

  	
   

  
	
  NISSAN

  	
   

  	
  SENTRA

  	
   

  	
  2004

  	
   

  	
  3N1CB51S74L080588

  	
   

  	
  QG18763257R

  	
   

  	
  FRANCISCO FABILA

  	
   

  	
  Materials Manager

  	
   

  
	
  NISSAN

  	
   

  	
  URVAN

  	
   

  	
  2004

  	
   

  	
  JN6FE56S14X516359

  	
   

  	
  KA24881234

  	
   

  	
  FRANCISCO FABILA

  	
   

  	
  Materials Manager

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S34K545130

  	
   

  	
  GA16868378S

  	
   

  	
  JAIME VILLA

  	
   

  	
  Services Manager

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S44K545136

  	
   

  	
  GA16868377S

  	
   

  	
  EDGAR CASTRO

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S74K545440

  	
   

  	
  GA16867830S

  	
   

  	
  GUSTAVO DIAZ

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S04K545439

  	
   

  	
  GA16867831S

  	
   

  	
  EDGAR CUEVAS

  	
   

  	
  SAP

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S84K545477

  	
   

  	
  GA16868679S

  	
   

  	
  GABRIEL JUAREZ

  	
   

  	
  Sales Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S24K544454

  	
   

  	
  GA16867769S

  	
   

  	
  EDUARDO VIDAL

  	
   

  	
  Installation
  Engineer

  	
   

  
	
  NISSAN

  	
   

  	
  TSURU

  	
   

  	
  2004

  	
   

  	
  3N1EB31S14K544798

  	
   

  	
  GA16868067S

  	
   

  	
  ARMANDO ORTEGA

  	
   

  	
  Accounts
  Receivable Aux.

  	
   

  
	
  NISSAN

  	
   

  	
  MAXIMA

  	
   

  	
  2004

  	
   

  	
  1N4BA41E24C846387

  	
   

  	
  VQ35120247

  	
   

  	
  HUGO CAMACHO
  FLORES

  	
   

  	
  Controller

  	
   

  
	
  FORD

  	
   

  	
  LINCOLN LS

  	
   

  	
  2004

  	
   

  	
  1LNHM87A54Y638347

  	
   

  	
  S/N

  	
   

  	
  RAFAEL DIEZ

  	
   

  	
  VP &
  Managing Director

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM665X4G000100

  	
   

  	
  J30A42027157

  	
   

  	
  RAFAEL HERNANDEZ

  	
   

  	
  Operation
  Director

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM66504G000168

  	
   

  	
  J30A42033208

  	
   

  	
  JORGE ORTIZ

  	
   

  	
  Ints. &
  Services Manager

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM66574G000281

  	
   

  	
  J30A42038866

  	
   

  	
  CARMEN RIVERA

  	
   

  	
  Human Resources
  Manager

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM66524G000298

  	
   

  	
  J30A42038843

  	
   

  	
  ALEJANDRO
  BASTARRACHEA

  	
   

  	
  Regional Sales
  Manager

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM66594G000203

  	
   

  	
  J30A42036112

  	
   

  	
  J.ANTONIO
  PANIAGUA

  	
   

  	
  Regional Sales
  Manager

  	
   

  
	
  CHEVROLET

  	
   

  	
  CHASIS CAB.3600

  	
   

  	
  2004

  	
   

  	
  3GBJC34R74H105700

  	
   

  	
  HECHO EN MEX,

  	
   

  	
  ALFREDO PEREZ

  	
   

  	
  Plant Supervisor

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X64Z242464

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  JAIME CRUZ

  	
   

  	
  Sourcing Manager

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X34Z242812

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  VICTOR LUGO

  	
   

  	
  Shipping Sup.

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X04Z243447

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  JUAN JOSE HERNANDEZ

  	
   

  	
  Installation
  Engineer

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X54Z243749

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  FRANCISCO
  HERNANDEZ

  	
   

  	
  Installation
  Supervisor

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X04Z243173

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  JOSE SANDOVAL

  	
   

  	
  Project Coordinator

  	
   

  
	
  CHEVROLET

  	
   

  	
  SILVERADO CABINA
  REG.

  	
   

  	
  2004

  	
   

  	
  1GCEC14X74Z242215

  	
   

  	
  HECHO EN U.S.A.

  	
   

  	
  EDUARDO VIDAL

  	
   

  	
  Installation
  Engineer

  	
   

  
	
  HONDA

  	
   

  	
  ACCORD

  	
   

  	
  2004

  	
   

  	
  3HGCM665X4G000422

  	
   

  	
  J30A4-2062771

  	
   

  	
  EDGAR CARRIZALEZ

  	
   

  	
  Sales Support
  Manager

  	
   

  



 





















 


Schedule Mexico-3 to Exhibit Mexico


Mexican Collective Bargaining
Agreements


 


Collective Bargaining
Agreement entered by and between Marconi Mexico and Trade Union of Workers From
the Metallurgy Industry and Similars in the State of Mexico.


Collective Bargaining
Agreement entered by and between Marconi Exportel and Union Trade of Workers
from the Metallurgy Industry and Similars in the State of Mexico.


The non-unionized workers
of Marconi Mexico, Marconi Exportel and Marconi Administrativa have in place
individual employment agreements for undetermined period of time.


 





















 


Schedule Mexico-4 to Exhibit Mexico


 


Mexican Substitute Employer
Notice


 


(LETTERHEAD
OF THE SUBSTITUTE EMPLOYER)


 


MEMORANDUM


 


	
  TO:

  	
   

  	
  (Name of
  Employee)

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  (Name of
  Substitute Employer/Name of the Substituted Employer)

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Employer Substitution

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  (Employment Transfer Time)

  



 


In terms of the
provisions of Article 41 of the Mexican Federal Labor Law, and in
accordance with this letter, we hereby notify you that effective on (Employment Transfer Time), (Name of Substitute
Employer) will become your new employer, substituting (Name of Substituted Employer).   Under the control and subordination of (Name of the Substitute Employer), you will
render services at the working site located (mention).


 


In accordance with the
above mentioned legal provision, (Name of
Substitute Employer), recognizes all rights to which you are
entitled to as an employee of (Name of
Substituted Employer), such as seniority, salary, fringe benefits,
and, in general, all working conditions you have agreed with (Name of Substituted Employer).


 


 


	
  Name
  of Substitute Employer

  	
   

  	
  Name of Substituted Employer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Name of Legal
  Representative)

  	
   

  	
  (Name of Legal Representative)

  
	
  Legal
  Representative

  	
   

  	
  Legal Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Received by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name, position,
  seniority and salary of the

   Mexico Employee)

  	
   

  	
   

  



 





















 


Exhibit Costa
Rica


Costa Rican Benefit Plans and Arrangements


 


The Sellers declare and the Mexican Purchaser acknowledges that Mr. Claudio
Muñoz Vivas (hereinafter the “Costa Rican Employee”) is currently
employed by Marconi Costa Rica, S.A. as Regional Sales Manager for Central
America, Venezuela, and Caribbean in Costa Rica.


 


Schedule Costa Rica-1
to Exhibit Costa Rica sets forth the material benefits provided to the
Costa Rican Employee.


 


With respect to the Costa Rican Employee, the Mexican Purchaser hereby
agrees to the following:


 


1.             The Mexican Purchaser will recognize and assume
responsibility for all labor rights that the Costa Rican Employee has acquired
until the date hereof, pursuant to the Labor Code of the Republic of Costa
Rica, including payment of severance, notice rights, accumulated vacation
rights, pro-rata thirteenth month compensation, and other labor rights that may
be applicable to Costa Rican labor laws.


 


2.             The Mexican Purchaser will execute a new Employment
Agreement with the Employee, under equivalent working conditions as
determined by the employment contract currently effective between Costa
Rican Employee and Marconi Costa Rica, S.A.


 


3.             The Mexican Purchaser hereby agrees that it will
reimburse the Sellers for any and all amounts that Marconi Costa Rica, S.A. may
have to pay the Costa Rican Employee derived from termination of the employment
agreement.


 





















 


Schedule Costa Rica-1
to Exhibit Costa Rica


Material Benefits for Costa Rican
Employee


 


1. Benefits required by Costa Rican Law.


 


2. 13-month salary (Aguinaldo)


 


To the Sellers’ knowledge, the foregoing list of
benefits is true and correct in all material respects.


 


















EXECUTION COPY


CONFIDENTIAL


 


Disclosure
Schedules


 


These Disclosure Schedules have been prepared and
delivered in accordance with the Asset Purchase and Sale Agreement, dated as of
July 6, 2004 (the “Agreement”), by and among Emerson XCII, Inc.,
a corporation incorporated under the laws of Delaware (the “U.S. Purchaser”),
Emerson Electric Canada Limited, a corporation organized under the laws of
Ontario (“Canadian Purchaser”), Emerson Mexico Corporate Services, S. de
R.L. de C.V., a corporation incorporated under the laws of Mexico (“Mexican
Purchaser”), Emerson Electric Co., a corporation organized under the laws
of Missouri (“Emerson”), Marconi Corporation plc, a public limited
liability company incorporated in England and Wales (registered no. 0067307) (“Marconi”),
Marconi Communications, Inc., a corporation incorporated under the laws of
Delaware (“MCI”), Marconi Intellectual Property (Ringfence) Inc., a
corporation incorporated under the laws of Delaware (“Marconi IP”),
Marconi Communications Canada Inc., a corporation incorporated under the laws
of New Brunswick (“Marconi Canada”), Marconi Communications de Mexico
S.A. de C.V., a corporation incorporated under the laws of Mexico (“Marconi
Mexico”), Marconi Communications Exportel, S.A. de C.V., a corporation
incorporated under the laws of Mexico (“Marconi Exportel”),
Administrativa Marconi Communications S.A. de C.V., a corporation incorporated
under the laws of Mexico (“Marconi Administrativa”), Marconi Polska Sp
zoo, a corporation incorporated under the laws of Poland (“Marconi Polska”),
and Marconi Colombia, S.A., a corporation incorporated under the laws of
Colombia (“Marconi Colombia”). 
Capitalized terms used and not otherwise defined in these Disclosure
Schedules have the meanings ascribed to them in the Agreement.


 


These Disclosure Schedules are qualified in their
entirety by reference to the provisions of the Agreement (including, Section 13.17
thereof) and are not intended to constitute, and shall not be construed as
constituting, any representations or warranties of the Sellers, except as and
to the extent provided in the Agreement.


 


The headings contained in these Disclosure Schedules
are for convenience of reference only and shall not be deemed to modify or
influence the interpretation of the information contained in these Disclosure
Schedules or the Agreement.


 


1





















 


LIST OF
DISCLOSURE SCHEDULES


 


	
  Schedule 1.1A

  	
   

  	
  Non-Applicable Mexican Employees

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1B

  	
   

  	
  Current MCI Employees

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1C

  	
   

  	
  Global Patent Licenses

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1D

  	
   

  	
  Marconi Guarantees

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1E

  	
   

  	
  Permitted Liens on Real Property

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1F

  	
   

  	
  Purchasers’ Knowledge

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1G

  	
   

  	
  Retained IT Assets

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1H

  	
   

  	
  Sellers’ Knowledge

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1I

  	
   

  	
  Shared Contracts

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1J

  	
   

  	
  Transferred IT Assets

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1K

  	
   

  	
  Transferred IT Contracts

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1L

  	
   

  	
  Transferred Owned Real
  Property

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1M

  	
   

  	
  Transferred Patents

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1N

  	
   

  	
  Transferred Real Property
  Leases

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1O

  	
   

  	
  Transferred Technology

  
	
   

  	
   

  	
   

  
	
  Schedule 1.1P

  	
   

  	
  Transferred Registered
  Trademarks

  
	
   

  	
   

  	
   

  
	
  Schedule 2.2(l)

  	
   

  	
  Other Contracts

  
	
   

  	
   

  	
   

  
	
  Schedule 3.2(g)

  	
   

  	
  Calculation Principles

  
	
   

  	
   

  	
   

  
	
  Schedule 4.3(a)

  	
   

  	
  Seller Governmental
  Consents

  
	
   

  	
   

  	
   

  
	
  Schedule 4.3(b)

  	
   

  	
  Seller Other Consents

  
	
   

  	
   

  	
   

  
	
  Schedule 4.4(a)

  	
   

  	
  Annual Management
  Accounts

  
	
   

  	
   

  	
   

  
	
  Schedule 4.4(b)(i)

  	
   

  	
  Deviations from UK GAAP

  
	
   

  	
   

  	
   

  
	
  Schedule 4.4(b)(ii)

  	
   

  	
  Exceptions to Annual
  Balance Sheet and June Balance Sheet

  
	
   

  	
   

  	
   

  
	
  Schedule 4.4(c)

  	
   

  	
  Calculation of Benchmark
  Amount

  
	
   

  	
   

  	
   

  
	
  Schedule 4.5

  	
   

  	
  No Adverse Effects or
  Changes

  
	
   

  	
   

  	
   

  
	
  Schedule 4.6

  	
   

  	
  Title to Assets

  
	
   

  	
   

  	
   

  
	
  Schedule 4.7

  	
   

  	
  Sufficiency of Assets

  
	
   

  	
   

  	
   

  
	
  Schedule 4.8

  	
   

  	
  Real Property

  
	
   

  	
   

  	
   

  
	
  Schedule 4.9

  	
   

  	
  Equipment; Leased Personal
  Property

  
	
   

  	
   

  	
   

  
	
  Schedule 4.10(a)

  	
   

  	
  Material Customers

  
	
   

  	
   

  	
   

  
	
  Schedule 4.10(b)

  	
   

  	
  Certain Customers

  
	
   

  	
   

  	
   

  
	
  Schedule 4.10(c)

  	
   

  	
  Material Suppliers

  
	
   

  	
   

  	
   

  
	
  Schedule 4.10(d)

  	
   

  	
  Material Distributors

  
	
   

  	
   

  	
   

  
	
  Schedule 4.11

  	
   

  	
  Proceedings

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(a)

  	
   

  	
  List of Patents and
  Trademarks

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(b)(i)

  	
   

  	
  Administrative Actions

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(b)(ii)

  	
   

  	
  Delinquencies in
  Prosecution, Filing, Maintenance and Renewal Fees

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(c)

  	
   

  	
  Ownership of Transferred
  Intellectual Property

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(d)

  	
   

  	
  Inbound Licenses

  
	
   

  	
   

  	
   

  
	
  Schedule 4.12(e)

  	
   

  	
  Infringements, Claims
  and Liens

  
	
   

  	
   

  	
   

  
	
  Schedule 4.13

  	
   

  	
  Contracts

  



 


2





















 


	
  Schedule 4.14

  	
   

  	
  Permits

  
	
   

  	
   

  	
   

  
	
  Schedule 4.15

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
  Schedule 4.17(a)

  	
   

  	
  Employee Benefit Plans
  and Employment Agreements

  
	
   

  	
   

  	
   

  
	
  Schedule 4.17(b)

  	
   

  	
  Compliance with Laws;
  Liabilities

  
	
   

  	
   

  	
   

  
	
  Schedule 4.17(c)

  	
   

  	
  Post-Employment
  Liabilities and Plans

  
	
   

  	
   

  	
   

  
	
  Schedule 4.17(e)

  	
   

  	
  Contingent Entitlements

  
	
   

  	
   

  	
   

  
	
  Schedule 4.18

  	
   

  	
  Employment and Labor
  Matters

  
	
   

  	
   

  	
   

  
	
  Schedule 4.19

  	
   

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
  Schedule 4.20

  	
   

  	
  No Defaults or Violations

  
	
   

  	
   

  	
   

  
	
  Schedule 4.21(a)

  	
   

  	
  Environmental Matters

  
	
   

  	
   

  	
   

  
	
  Schedule 4.21(b)

  	
   

  	
  Environmental Permits

  
	
   

  	
   

  	
   

  
	
  Schedule 4.22

  	
   

  	
  Effect of Transactions

  
	
   

  	
   

  	
   

  
	
  Schedule 4.24

  	
   

  	
  Recalls

  
	
   

  	
   

  	
   

  
	
  Schedule 5.3

  	
   

  	
  Purchaser Consents;
  Authority

  
	
   

  	
   

  	
   

  
	
  Schedule 6.2

  	
   

  	
  Preservation of Business

  
	
   

  	
   

  	
   

  
	
  Schedule 6.13

  	
   

  	
  CSC Third Party
  Agreements

  
	
   

  	
   

  	
   

  
	
  Schedule 7.10

  	
   

  	
  Required Consents

  
	
   

  	
   

  	
   

  
	
  Schedule 11.7

  	
   

  	
  Recipients of Retiree
  Medical Benefits under Supplement A to the Marconi Total Rewards Program

  
	
   

  	
   

  	
   

  
	
  Schedule 11.9

  	
   

  	
  Current MCI Employees and
  Former MCI Employees Entitled to Accrued Benefits under the US Qualified Plan
  and Social Security Supplement under the US Qualified Plan

  



 


3





















 


Preliminary
Notes


 


1.                                       Please note that the titles of certain
agreements set forth in these Disclosure Schedules refer to certain former
names of the Sellers or to the names of certain predecessor entities that have
been merged into certain of the Sellers or have transferred some or all of
their stock or assets to certain of the Sellers.  These predecessor names and entities include:


 


a.                                       Reliance Comm/Tec Corporation


 


b.                                      RELTEC Corporation


 


c.                                       RELTEC Communications, Inc.


 


d.                                      Reliance Electric Company


 


e.                                       Reliable Electric Company


 


f.                                         Lorain Products


 


g.                                      Lorain Products Corporation


 


h.                                      Custom Design Telephone Systems, Inc.


 


i.                                          RELTEC CDTS, Inc.


 


j.                                          RELTEC Services


 


k.                                       RELTEC Canada Inc.


 


l.                                          RELTEC Systems


 


m.                                    Transmission Systems Group


 


n.                                      RELTEC Mexico, S.A. de C.V.


 


o.                                      Administrativa Industrias RELTEC, S.A. de
C.V.


 


p.                                      RELTEC Exportel, S.A. de C.V.


 


q.                                      Productos RELTEC de Mexico, S.A. de C.V.


 


2.                                       The Contracts set forth in these Disclosure
Schedules and marked with an asterisk (*) are designated as Shared Contracts.


 


4





















 


Schedule 1.1A

Non-applicable Mexican Employees


 


As of 6/1/2004


 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sedeño, Francisco Javier

  	
   

  	
  058851

  	
   

  
	
  Soto, Alejandro

  	
   

  	
  268080

  	
   

  
	
  Diaz de Leon, Jorge

  	
   

  	
  058204

  	
   

  
	
  De noriega, Luis

  	
   

  	
  515071

  	
   

  
	
  Obst, Andreas

  	
   

  	
  515003

  	
   

  
	
  Vidal, Carlos Alberto

  	
   

  	
  515022

  	
   

  
	
  Lopez, Marco Antonio

  	
   

  	
  058525

  	
   

  
	
  Hernandez, Armando

  	
   

  	
  268062

  	
   

  
	
  Nieto, Francisco Alfredo

  	
   

  	
  267183

  	
   

  
	
  Garcia, Jose Antonio

  	
   

  	
  268044

  	
   

  
	
  Olvera, Oscar

  	
   

  	
  268081

  	
   

  
	
  Figueroa Barbosa, Mateo David

  	
   

  	
  515046

  	
   

  
	
  Orozco, Saul Ezequiel

  	
   

  	
  515045

  	
   

  
	
  Duran, Roberto

  	
   

  	
  268101

  	
   

  
	
  Gonzalez, Guillermo

  	
   

  	
  515018

  	
   

  
	
  Villanueva, Alejandra

  	
   

  	
  267187

  	
   

  
	
  Perez, Javier A

  	
   

  	
  058083

  	
   

  
	
  Olvera, Enrique

  	
   

  	
  267273

  	
   

  
	
  Mendez, David

  	
   

  	
  267332

  	
   

  
	
  Pacheco, Jose German

  	
   

  	
  268048

  	
   

  
	
  Marquez, Raul

  	
   

  	
  268089

  	
   

  



 


5





















 


Schedule 1.1B

Current MCI Employees


 


As of 6/28/2004


 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aboumrad,Tony C

  	
   

  	
  09958

  	
   

  
	
  Abrams,Kay G.

  	
   

  	
  08843

  	
   

  
	
  Acs,Barbara L

  	
   

  	
  01247

  	
   

  
	
  Adams,Beth S

  	
   

  	
  05350

  	
   

  
	
  Adamson,Keith E

  	
   

  	
  09171

  	
   

  
	
  Addison,Brenda E.

  	
   

  	
  04546

  	
   

  
	
  Addison,Rhonda L.

  	
   

  	
  10298

  	
   

  
	
  Albers,Michael

  	
   

  	
  01806

  	
   

  
	
  Aldrich,Robin K.

  	
   

  	
  10939

  	
   

  
	
  Allen,Beulah R.

  	
   

  	
  10370

  	
   

  
	
  Allen,Kacy M

  	
   

  	
  09719

  	
   

  
	
  Allen-Gallman,Dena L

  	
   

  	
  24315

  	
   

  
	
  Alpaugh,Nicole M

  	
   

  	
  03095

  	
   

  
	
  Amato,Philip

  	
   

  	
  03735

  	
   

  
	
  Amerson,Sharon A

  	
   

  	
  02207

  	
   

  
	
  Anadiotis,John

  	
   

  	
  03086

  	
   

  
	
  Anderson,Shawn E

  	
   

  	
  24298

  	
   

  
	
  Andreu,Jill

  	
   

  	
  07942

  	
   

  
	
  Andrzejuk,Adam D.

  	
   

  	
  10920

  	
   

  
	
  Anthony,Chelena N

  	
   

  	
  10372

  	
   

  
	
  Aquino,Silvia

  	
   

  	
  24325

  	
   

  
	
  Arena,Richard

  	
   

  	
  11260

  	
   

  
	
  Arendt,Linda L

  	
   

  	
  01052

  	
   

  
	
  Armstrong,Jason

  	
   

  	
  17918

  	
   

  
	
  Arowood,Pamela K.

  	
   

  	
  04547

  	
   

  
	
  Arrington,Bobbie L

  	
   

  	
  09600

  	
   

  
	
  Asimou,Sharon K

  	
   

  	
  02339

  	
   

  
	
  Athineos,Anastasios T.

  	
   

  	
  03164

  	
   

  
	
  Athineos,Markos

  	
   

  	
  03165

  	
   

  
	
  Ayala,Nilton A

  	
   

  	
  24281

  	
   

  
	
  Ayers,Ginger L

  	
   

  	
  09463

  	
   

  
	
  Baca,James E.

  	
   

  	
  05337

  	
   

  
	
  Bacho,John P

  	
   

  	
  06227

  	
   

  
	
  Bailey Jr,Damon D

  	
   

  	
  07610

  	
   

  
	
  Bailey,Donald R

  	
   

  	
  24636

  	
   

  
	
  Bailey,Nicholis J.

  	
   

  	
  10288

  	
   

  
	
  Bailey,Timothy B.

  	
   

  	
  07687

  	
   

  
	
  Bainbridge,Jill C

  	
   

  	
  00778

  	
   

  
	
  Baker,Thomas S

  	
   

  	
  07858

  	
   

  
	
  Bakonyi,Michele A.

  	
   

  	
  06140

  	
   

  
	
  Balog,Linda J

  	
   

  	
  00209

  	
   

  
	
  Baran,Steven J.

  	
   

  	
  13020

  	
   

  
	
  Baranyk,Janice F.

  	
   

  	
  14354

  	
   

  
	
  Barker,Patrick S

  	
   

  	
  04864

  	
   

  
	
  Barnes,James R.

  	
   

  	
  06240

  	
   

  
	
  Barnes,Jeffery L

  	
   

  	
  04022

  	
   

  
	
  Barnes,Jon J

  	
   

  	
  04994

  	
   

  
	
  Barrera,Norberto

  	
   

  	
  24498

  	
   

  
	
  Battles,Rodney A.

  	
   

  	
  07652

  	
   

  
	
  Baughman,Helen A

  	
   

  	
  01372

  	
   

  
	
  Baughman,Kenneth D

  	
   

  	
  05045

  	
   

  
	
  Bause,Paula M.

  	
   

  	
  08190

  	
   

  
	
  Bazzano,Christopher P.

  	
   

  	
  17852

  	
   

  
	
  Beard,Theresa L.

  	
   

  	
  09451

  	
   

  
	
  Beck,Suzanne C

  	
   

  	
  07913

  	
   

  
	
  Becker,Dustin J.

  	
   

  	
  00877

  	
   

  
	
  Behm,Clinton A.

  	
   

  	
  13706

  	
   

  
	
  Bell,Robert A.

  	
   

  	
  11269

  	
   

  
	
  Bellisario,Ronald J (LTD)

  	
   

  	
  06335

  	
   

  
	
  Bender,Gerald T

  	
   

  	
  06174

  	
   

  
	
  Bender,Philip R

  	
   

  	
  04869

  	
   

  
	
  Bennett,Christopher J.

  	
   

  	
  09640

  	
   

  
	
  Berak,Elzbieta G.

  	
   

  	
  08258

  	
   

  
	
  Berens,Jerry L

  	
   

  	
  02674

  	
   

  
	
  Bereznay,John A

  	
   

  	
  01044

  	
   

  
	
  Berge,Steve T.

  	
   

  	
  10273

  	
   

  
	
  Bergeron,David L

  	
   

  	
  05323

  	
   

  
	
  Berry,Stephanie

  	
   

  	
  24604

  	
   

  
	
  Bertke,Carl O

  	
   

  	
  09180

  	
   

  
	
  Bethea,John K

  	
   

  	
  24439

  	
   

  
	
  Betke,Martin

  	
   

  	
  22058

  	
   

  
	
  Bettez,Christopher J.

  	
   

  	
  14221

  	
   

  
	
  Bigler,Joseph A

  	
   

  	
  09260

  	
   

  
	
  Binder,Kathleen M

  	
   

  	
  01272

  	
   

  
	
  Bitz,Peter J

  	
   

  	
  00798

  	
   

  
	
  Blackburn,Linda S

  	
   

  	
  22121

  	
   

  
	
  Blackmon,Rose Marie

  	
   

  	
  10232

  	
   

  
	
  Blake,Ernest

  	
   

  	
  24644

  	
   

  
	
  Blom,Sharon C

  	
   

  	
  10594

  	
   

  
	
  Bobek,Richard

  	
   

  	
  19175

  	
   

  
	
  Boddie,Sanna

  	
   

  	
  24647

  	
   

  
	
  Bodnar,Rebecca

  	
   

  	
  10140

  	
   

  
	
  Boggs,Thomas W.

  	
   

  	
  09895

  	
   

  
	
  Boggs,William Robert

  	
   

  	
  03210

  	
   

  



 


6





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Boland,Patrick S.

  	
   

  	
  11914

  	
   

  
	
  Bonner,Auther L

  	
   

  	
  24190

  	
   

  
	
  Bonner,Micah D

  	
   

  	
  24414

  	
   

  
	
  Boren,Kendra J

  	
   

  	
  18377

  	
   

  
	
  Born,Gerald L

  	
   

  	
  02120

  	
   

  
	
  Bounmyvongphachanh,Keo

  	
   

  	
  24347

  	
   

  
	
  Bounmyvongphachanh,Souksavanh

  	
   

  	
  24326

  	
   

  
	
  Bounmyvongphachanh,Souphanh

  	
   

  	
  24344

  	
   

  
	
  Bowens,Kenneth A

  	
   

  	
  18647

  	
   

  
	
  Bowles,Brenda F.

  	
   

  	
  09140

  	
   

  
	
  Boyd,Micheal A

  	
   

  	
  24519

  	
   

  
	
  Boyle,Mark R

  	
   

  	
  06333

  	
   

  
	
  Boyle,Susan C

  	
   

  	
  01800

  	
   

  
	
  Bracale,Gale S.

  	
   

  	
  09207

  	
   

  
	
  Brady,Thomas S

  	
   

  	
  06167

  	
   

  
	
  Brantley,Jack

  	
   

  	
  21850

  	
   

  
	
  Breemes,Kevin S

  	
   

  	
  19298

  	
   

  
	
  Brettnacher,Daniel L.

  	
   

  	
  06293

  	
   

  
	
  Brewer,Patricia L.

  	
   

  	
  19546

  	
   

  
	
  Breznai,Mark

  	
   

  	
  04950

  	
   

  
	
  Brickman,Jerome S

  	
   

  	
  18178

  	
   

  
	
  Brock,Kayle

  	
   

  	
  24098

  	
   

  
	
  Brooks,Henry L

  	
   

  	
  24411

  	
   

  
	
  Brown,Brenda F.

  	
   

  	
  09847

  	
   

  
	
  Brown,Lee M.

  	
   

  	
  14537

  	
   

  
	
  Brown,Phillip J.

  	
   

  	
  14144

  	
   

  
	
  Brown,Shirley J.

  	
   

  	
  14534

  	
   

  
	
  Browne,Ewan G.

  	
   

  	
  13353

  	
   

  
	
  Brumbeloe,William K.

  	
   

  	
  11024

  	
   

  
	
  Bryant,Robert L.

  	
   

  	
  13014

  	
   

  
	
  Bryson,Amanda R

  	
   

  	
  24226

  	
   

  
	
  Buchanan,Gary J.

  	
   

  	
  13638

  	
   

  
	
  Buchs,Inez M

  	
   

  	
  02375

  	
   

  
	
  Buell,Robert F

  	
   

  	
  08137

  	
   

  
	
  Buena,Karen

  	
   

  	
  05754

  	
   

  
	
  Buenahora,C.O.

  	
   

  	
  13318

  	
   

  
	
  Buhr,Inge

  	
   

  	
  01080

  	
   

  
	
  Bunsey,Jeffrey D

  	
   

  	
  08429

  	
   

  
	
  Buran,Scott D.

  	
   

  	
  11939

  	
   

  
	
  Burden,Randall E.

  	
   

  	
  09694

  	
   

  
	
  Burkart,William A

  	
   

  	
  01175

  	
   

  
	
  Burkett,William E.

  	
   

  	
  09196

  	
   

  
	
  Burnett,Sherri D

  	
   

  	
  02508

  	
   

  
	
  Burnette,Delores D

  	
   

  	
  24652

  	
   

  
	
  Burns,Andy R.

  	
   

  	
  14702

  	
   

  
	
  Burns,David M

  	
   

  	
  24431

  	
   

  
	
  Burns,James D

  	
   

  	
  03692

  	
   

  
	
  Burns,Martha S.

  	
   

  	
  17750

  	
   

  
	
  Burrell,Michael W.

  	
   

  	
  13150

  	
   

  
	
  Burroughs,Nancy R

  	
   

  	
  19421

  	
   

  
	
  Burrow,Charles R

  	
   

  	
  24626

  	
   

  
	
  Buth,Toeuy

  	
   

  	
  24247

  	
   

  
	
  Butler,Anthony W.

  	
   

  	
  19603

  	
   

  
	
  Byrd,Jackie L

  	
   

  	
  18383

  	
   

  
	
  Cabe,James R

  	
   

  	
  24451

  	
   

  
	
  Cabrera,Cecilio A

  	
   

  	
  06039

  	
   

  
	
  Caldwell,Bodie C

  	
   

  	
  24430

  	
   

  
	
  Caldwell,Craig F

  	
   

  	
  06204

  	
   

  
	
  Calhoun,Willis R

  	
   

  	
  01470

  	
   

  
	
  Canales,Sonya N

  	
   

  	
  23940

  	
   

  
	
  Carle,John K.

  	
   

  	
  10378

  	
   

  
	
  Carlson,Richard H.

  	
   

  	
  10158

  	
   

  
	
  Carpenter,George E

  	
   

  	
  09378

  	
   

  
	
  Carrion,Luis

  	
   

  	
  08541

  	
   

  
	
  Carter,Cynthia A.

  	
   

  	
  11352

  	
   

  
	
  Carter,Martin A

  	
   

  	
  24208

  	
   

  
	
  Casanova,Jesus M

  	
   

  	
  24662

  	
   

  
	
  Cash,Kai D

  	
   

  	
  03083

  	
   

  
	
  Cerreto,Judith I

  	
   

  	
  02886

  	
   

  
	
  Cerreto,Robert A

  	
   

  	
  02963

  	
   

  
	
  Chantha,Champy

  	
   

  	
  24596

  	
   

  
	
  Charland,Roger L.

  	
   

  	
  11212

  	
   

  
	
  Charles,Brian K

  	
   

  	
  24275

  	
   

  
	
  Chen,Simon S

  	
   

  	
  24371

  	
   

  
	
  Cher,Mon

  	
   

  	
  24345

  	
   

  
	
  Chhoeum,Saphee

  	
   

  	
  24612

  	
   

  
	
  Chiller Jr,Julius B

  	
   

  	
  04832

  	
   

  
	
  Chislom,Stanley

  	
   

  	
  10299

  	
   

  
	
  Chitwood,Joe R

  	
   

  	
  12365

  	
   

  
	
  Chizmadia,Toni L

  	
   

  	
  02343

  	
   

  
	
  Chouk,Bean

  	
   

  	
  24657

  	
   

  
	
  Christensen,Lee K.

  	
   

  	
  07576

  	
   

  
	
  Christmyer,Karen L

  	
   

  	
  02820

  	
   

  
	
  Chum,Noeuy

  	
   

  	
  24658

  	
   

  
	
  Cindel,Thomas G.

  	
   

  	
  07259

  	
   

  
	
  Clark,Jack T

  	
   

  	
  01216

  	
   

  
	
  Clause,Fred W

  	
   

  	
  09000

  	
   

  
	
  Clegg,Pamela M.

  	
   

  	
  11500

  	
   

  
	
  Cline,Glenda S

  	
   

  	
  24651

  	
   

  
	
  Clingman,Roy D

  	
   

  	
  07237

  	
   

  
	
  Cogar,Victoria E

  	
   

  	
  02222

  	
   

  
	
  Colbert,Warren J.

  	
   

  	
  05226

  	
   

  
	
  Colley,William C

  	
   

  	
  06351

  	
   

  
	
  Collins,Florence M

  	
   

  	
  01697

  	
   

  
	
  Collins,James R

  	
   

  	
  01595

  	
   

  
	
  Collins,Patricia A

  	
   

  	
  03113

  	
   

  
	
  Collins,Paul E

  	
   

  	
  06340

  	
   

  
	
  Collins,Virgil P

  	
   

  	
  09149

  	
   

  



 


7





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Contreras,Frances

  	
   

  	
  24688

  	
   

  
	
  Colon,Michael A

  	
   

  	
  02596

  	
   

  
	
  Colston,Daniel L

  	
   

  	
  07864

  	
   

  
	
  Combest,Rita F.

  	
   

  	
  10116

  	
   

  
	
  Comer,Kevin R

  	
   

  	
  03258

  	
   

  
	
  Conley,Roy

  	
   

  	
  23855

  	
   

  
	
  Conn,Marian

  	
   

  	
  06371

  	
   

  
	
  Connor,Jean M.

  	
   

  	
  12771

  	
   

  
	
  Conquest,Joseph W.

  	
   

  	
  11908

  	
   

  
	
  Conrad,Wesley J

  	
   

  	
  01538

  	
   

  
	
  Cook,James M

  	
   

  	
  06169

  	
   

  
	
  Cooper,Daniel L.

  	
   

  	
  08888

  	
   

  
	
  Cooper,Thomas E.

  	
   

  	
  13419

  	
   

  
	
  Copa,Anthony G

  	
   

  	
  04068

  	
   

  
	
  Cope,Jason J

  	
   

  	
  24397

  	
   

  
	
  Corbett,Stephen M

  	
   

  	
  07919

  	
   

  
	
  Corbett,Timothy A.

  	
   

  	
  14623

  	
   

  
	
  Cordy,David E

  	
   

  	
  00168

  	
   

  
	
  Cosley,Michael R.

  	
   

  	
  07930

  	
   

  
	
  Cossett,David A

  	
   

  	
  04215

  	
   

  
	
  Cotter,Celon C.

  	
   

  	
  17936

  	
   

  
	
  Couture,John P

  	
   

  	
  00055

  	
   

  
	
  Cowling,Matthew W

  	
   

  	
  24002

  	
   

  
	
  Cox,Charlotte S.

  	
   

  	
  13183

  	
   

  
	
  Coyne Jr.,John T.

  	
   

  	
  07944

  	
   

  
	
  Craddock,Kevin H.

  	
   

  	
  08573

  	
   

  
	
  Craig,Monroe

  	
   

  	
  12376

  	
   

  
	
  Crawford,Hayden F

  	
   

  	
  01195

  	
   

  
	
  Crawford,Wallace C

  	
   

  	
  03225

  	
   

  
	
  Crawford,William A

  	
   

  	
  00338

  	
   

  
	
  Cress,Mark C.

  	
   

  	
  01825

  	
   

  
	
  Crews,Mabel L.

  	
   

  	
  14417

  	
   

  
	
  Crews,W. Charlie

  	
   

  	
  12000

  	
   

  
	
  Crisler,Steven W

  	
   

  	
  07526

  	
   

  
	
  Croft,Joe E.

  	
   

  	
  01631

  	
   

  
	
  Croft,Nancy J

  	
   

  	
  02355

  	
   

  
	
  Cromwell III,Russell W

  	
   

  	
  04321

  	
   

  
	
  Crouse,Gerard R

  	
   

  	
  06362

  	
   

  
	
  Crum,Robin R

  	
   

  	
  03898

  	
   

  
	
  Crumley,Lisa A.

  	
   

  	
  05067

  	
   

  
	
  Cruz,Jesus

  	
   

  	
  08416

  	
   

  
	
  Cumby,Michael A

  	
   

  	
  24342

  	
   

  
	
  Cureton,Ricky D.

  	
   

  	
  13398

  	
   

  
	
  Daily,Patricia A

  	
   

  	
  02245

  	
   

  
	
  Dalton,Zayne N

  	
   

  	
  24656

  	
   

  
	
  Dam,Sarann

  	
   

  	
  24660

  	
   

  
	
  D’Andrea,John E.

  	
   

  	
  11214

  	
   

  
	
  Dargahi,Youssef

  	
   

  	
  10009

  	
   

  
	
  Darty,Michelle M

  	
   

  	
  18266

  	
   

  
	
  David,Miklos

  	
   

  	
  24367

  	
   

  
	
  Davila,Juana F

  	
   

  	
  24288

  	
   

  
	
  Davis,Darrell L.

  	
   

  	
  10296

  	
   

  
	
  Davis,David W

  	
   

  	
  24427

  	
   

  
	
  Davis,Gene E

  	
   

  	
  01975

  	
   

  
	
  Davis,James M

  	
   

  	
  24471

  	
   

  
	
  Davis,Phillip L.

  	
   

  	
  06294

  	
   

  
	
  Davis,Thomas P

  	
   

  	
  01997

  	
   

  
	
  Dawson,James B

  	
   

  	
  01398

  	
   

  
	
  Dean,Bradley W.

  	
   

  	
  13661

  	
   

  
	
  Dean,Randee L

  	
   

  	
  08679

  	
   

  
	
  Decarlo,Mollie I

  	
   

  	
  00743

  	
   

  
	
  DelCampo,Dennis P

  	
   

  	
  06207

  	
   

  
	
  Delgross,Pamela K.

  	
   

  	
  15324

  	
   

  
	
  Dembinski,Dale D

  	
   

  	
  06339

  	
   

  
	
  Denman,Cherie R

  	
   

  	
  04731

  	
   

  
	
  Denman,Dennis G

  	
   

  	
  00540

  	
   

  
	
  Denman,Karen M

  	
   

  	
  04538

  	
   

  
	
  Derganc,Christopher M.

  	
   

  	
  09498

  	
   

  
	
  Dessenberg,Jason A

  	
   

  	
  19179

  	
   

  
	
  Diaz,Elvira V

  	
   

  	
  02942

  	
   

  
	
  Diaz,Ricardo L.

  	
   

  	
  09507

  	
   

  
	
  Dickerson,James

  	
   

  	
  18815

  	
   

  
	
  Dieterich,David D

  	
   

  	
  03293

  	
   

  
	
  DiGiacomo,Craig T.

  	
   

  	
  10155

  	
   

  
	
  DiSilvester,Jolyn

  	
   

  	
  18248

  	
   

  
	
  Dixon,David J.

  	
   

  	
  10248

  	
   

  
	
  Djaniants,Elmira S

  	
   

  	
  24280

  	
   

  
	
  Dobbins,George W.

  	
   

  	
  09551

  	
   

  
	
  Dodson,Russ E

  	
   

  	
  24525

  	
   

  
	
  Dolan,Lawrence S.

  	
   

  	
  05424

  	
   

  
	
  Dolan,Mary E

  	
   

  	
  05683

  	
   

  
	
  Donofrio,Michael A

  	
   

  	
  01973

  	
   

  
	
  Dorsey,Tommy L

  	
   

  	
  09160

  	
   

  
	
  Doud,Lisa L

  	
   

  	
  03183

  	
   

  
	
  Draughn,Jackie L

  	
   

  	
  18743

  	
   

  
	
  Draves,Gregory M

  	
   

  	
  07673

  	
   

  
	
  Drill,Scott D.

  	
   

  	
  10103

  	
   

  
	
  Drop,George E

  	
   

  	
  00213

  	
   

  
	
  Duffield,Calvin E

  	
   

  	
  03551

  	
   

  
	
  Duffy,Christopher J.

  	
   

  	
  08421

  	
   

  
	
  Duffy,James A.

  	
   

  	
  11988

  	
   

  
	
  Duganier,Karen D

  	
   

  	
  03981

  	
   

  
	
  Dula,Maurice J

  	
   

  	
  24310

  	
   

  
	
  Duly,Gregg N

  	
   

  	
  06129

  	
   

  
	
  Dunn,Joseph B

  	
   

  	
  12404

  	
   

  
	
  Duplay,Robert S.

  	
   

  	
  11429

  	
   

  
	
  Durnell,Michael L

  	
   

  	
  01541

  	
   

  
	
  Durston,Jonathan M

  	
   

  	
  08164

  	
   

  



 


8





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dusenberry,Charles C

  	
   

  	
  18049

  	
   

  
	
  Duszik,Pamela A

  	
   

  	
  02378

  	
   

  
	
  Dyke,John J

  	
   

  	
  03131

  	
   

  
	
  Dyke,Toni A

  	
   

  	
  06219

  	
   

  
	
  Dzek,Constance M

  	
   

  	
  09796

  	
   

  
	
  Eason,Lotoya R

  	
   

  	
  24231

  	
   

  
	
  Easter,Julia A.

  	
   

  	
  10168

  	
   

  
	
  Eatmon,Lamont D

  	
   

  	
  04508

  	
   

  
	
  Eaves,Larry W

  	
   

  	
  04305

  	
   

  
	
  Ebel,Silver A

  	
   

  	
  06224

  	
   

  
	
  Ector,Jarvis

  	
   

  	
  10519

  	
   

  
	
  Edwards,Bonnie L

  	
   

  	
  06151

  	
   

  
	
  Edwards,Richard A

  	
   

  	
  01604

  	
   

  
	
  Edwards,Sandra Ann

  	
   

  	
  02259

  	
   

  
	
  Ehasz,Martin S

  	
   

  	
  02534

  	
   

  
	
  Eitner,Ronald L

  	
   

  	
  00918

  	
   

  
	
  Elek,Joseph

  	
   

  	
  03254

  	
   

  
	
  Elkins,Jin H.

  	
   

  	
  11136

  	
   

  
	
  Eller,Natasha C

  	
   

  	
  24650

  	
   

  
	
  Ellis,David L

  	
   

  	
  03221

  	
   

  
	
  Ellison,Tina L

  	
   

  	
  24598

  	
   

  
	
  Embry,Phil Alan

  	
   

  	
  10099

  	
   

  
	
  Emlet,Larry L.

  	
   

  	
  07538

  	
   

  
	
  Emrock,Joseph W

  	
   

  	
  04728

  	
   

  
	
  Engel-Johnson,Cheryl A

  	
   

  	
  06160

  	
   

  
	
  English,James

  	
   

  	
  09657

  	
   

  
	
  English,Jay P

  	
   

  	
  04988

  	
   

  
	
  Epstein,Mary T

  	
   

  	
  05750

  	
   

  
	
  Essi III,David F

  	
   

  	
  06354

  	
   

  
	
  Estes,Christopher L.

  	
   

  	
  14380

  	
   

  
	
  Estevez,Jorge L

  	
   

  	
  01848

  	
   

  
	
  Evans,Glenn W

  	
   

  	
  18373

  	
   

  
	
  Evans,Linda

  	
   

  	
  24683

  	
   

  
	
  Evans,Wayne A.

  	
   

  	
  10386

  	
   

  
	
  Everhart,David A.

  	
   

  	
  10387

  	
   

  
	
  Everhart,Deborah E

  	
   

  	
  24242

  	
   

  
	
  Everson,Elizabeth

  	
   

  	
  02353

  	
   

  
	
  Ewart,Angela

  	
   

  	
  18150

  	
   

  
	
  Ewing,Robert L

  	
   

  	
  03978

  	
   

  
	
  Falcione,Frank J

  	
   

  	
  09924

  	
   

  
	
  Falcon,Kevin M

  	
   

  	
  23936

  	
   

  
	
  Fankell,Linda M

  	
   

  	
  00766

  	
   

  
	
  Farmer,Jason H

  	
   

  	
  24236

  	
   

  
	
  Felipe,Guillermo

  	
   

  	
  24341

  	
   

  
	
  Felty,Jeffrey G

  	
   

  	
  03883

  	
   

  
	
  Ferguson,Eileen

  	
   

  	
  06376

  	
   

  
	
  Fewell-Brooks,Suzanne

  	
   

  	
  24540

  	
   

  
	
  Fidler,Linda L

  	
   

  	
  07591

  	
   

  
	
  Findish,Leonard A

  	
   

  	
  02835

  	
   

  
	
  Findish,Stacy A

  	
   

  	
  03683

  	
   

  
	
  Findley,John D

  	
   

  	
  22216

  	
   

  
	
  Finnegan,Christopher M

  	
   

  	
  07902

  	
   

  
	
  Finney,Greg W

  	
   

  	
  23906

  	
   

  
	
  Fischer,Richard L.

  	
   

  	
  13601

  	
   

  
	
  Fisher,Debra J

  	
   

  	
  01248

  	
   

  
	
  Fisher,Randal L

  	
   

  	
  09048

  	
   

  
	
  Fisher,Tracy L

  	
   

  	
  09108

  	
   

  
	
  Flecha,Janet

  	
   

  	
  03668

  	
   

  
	
  Fleming,Ralph G.

  	
   

  	
  10527

  	
   

  
	
  Flemming,Janet S

  	
   

  	
  01098

  	
   

  
	
  Fling,Byron

  	
   

  	
  24645

  	
   

  
	
  Flowers,Misty S.

  	
   

  	
  14383

  	
   

  
	
  Floyd,James J

  	
   

  	
  24363

  	
   

  
	
  Foley,David E

  	
   

  	
  02852

  	
   

  
	
  Foley,Sandra

  	
   

  	
  08288

  	
   

  
	
  Fortenberry,Tony E.

  	
   

  	
  10391

  	
   

  
	
  Foster,Gary A

  	
   

  	
  24423

  	
   

  
	
  Fox,Pamela Ann

  	
   

  	
  01690

  	
   

  
	
  Francis,Terri L

  	
   

  	
  02215

  	
   

  
	
  Francisco,Manuel L

  	
   

  	
  24492

  	
   

  
	
  Frank,Sharon E.

  	
   

  	
  09148

  	
   

  
	
  Frazier,Michael B.

  	
   

  	
  09655

  	
   

  
	
  Freel,Carl D

  	
   

  	
  03227

  	
   

  
	
  Freeman III,Harold E.

  	
   

  	
  12138

  	
   

  
	
  Freeman,Dale E

  	
   

  	
  09347

  	
   

  
	
  Freitas,Michael R.

  	
   

  	
  09602

  	
   

  
	
  Fridenstine,Marsha K

  	
   

  	
  04427

  	
   

  
	
  Frioud,Gilbert R

  	
   

  	
  03415

  	
   

  
	
  Frioud,Marta K

  	
   

  	
  01451

  	
   

  
	
  Fry,David M

  	
   

  	
  05015

  	
   

  
	
  Frye,Karen

  	
   

  	
  10879

  	
   

  
	
  Frye,Patricia D

  	
   

  	
  14700

  	
   

  
	
  Fulbright,James E.

  	
   

  	
  13278

  	
   

  
	
  Gabbard,Joe K

  	
   

  	
  04937

  	
   

  
	
  Galik,Katarzyna

  	
   

  	
  02879

  	
   

  
	
  Gall,Bryan M.

  	
   

  	
  10196

  	
   

  
	
  Gamble,Brian K

  	
   

  	
  03233

  	
   

  
	
  Gamble,Shirley A

  	
   

  	
  24257

  	
   

  
	
  Gamble,Trina M

  	
   

  	
  24511

  	
   

  
	
  Gandy,Steven K.

  	
   

  	
  10392

  	
   

  
	
  Ganshert,Christopher

  	
   

  	
  14570

  	
   

  
	
  Gara,Allen D.

  	
   

  	
  10038

  	
   

  
	
  Garcia,Juan R.

  	
   

  	
  00521

  	
   

  
	
  Garcia,Marieclo C

  	
   

  	
  04346

  	
   

  
	
  Garcia,Marvin P.

  	
   

  	
  05768

  	
   

  
	
  Gardner,Kevin H

  	
   

  	
  06168

  	
   

  
	
  Gardner,Philip

  	
   

  	
  02970

  	
   

  
	
  Garlitz,Bonnie G

  	
   

  	
  00139

  	
   

  



 


9





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Garrett,Carl Wayne

  	
   

  	
  12428

  	
   

  
	
  Garrett,Dale B

  	
   

  	
  09990

  	
   

  
	
  Garsee,William B

  	
   

  	
  24410

  	
   

  
	
  Garton,Emmett L

  	
   

  	
  06329

  	
   

  
	
  Gauntt,Nancy

  	
   

  	
  09665

  	
   

  
	
  Gawne,June L

  	
   

  	
  02484

  	
   

  
	
  Geary,Brian S

  	
   

  	
  19187

  	
   

  
	
  Gebe,Sophia C.

  	
   

  	
  12710

  	
   

  
	
  Gentle,Wanda K.

  	
   

  	
  10393

  	
   

  
	
  Geschke,Stepfanie

  	
   

  	
  06203

  	
   

  
	
  Giancaterino,James A

  	
   

  	
  01176

  	
   

  
	
  Gibbons,Daniel M.

  	
   

  	
  13982

  	
   

  
	
  Giehler,Mark H

  	
   

  	
  04939

  	
   

  
	
  Giglio,Charles V

  	
   

  	
  02583

  	
   

  
	
  Gigliotti,Jerel

  	
   

  	
  06384

  	
   

  
	
  Gignac,Debra M

  	
   

  	
  05357

  	
   

  
	
  Gilchrist Jr,Frank

  	
   

  	
  02796

  	
   

  
	
  Gilliam,Jehanna Y

  	
   

  	
  24237

  	
   

  
	
  Gilliland,Jerry K.

  	
   

  	
  10059

  	
   

  
	
  Gillum,Larry S.

  	
   

  	
  11909

  	
   

  
	
  Giordano,Frank

  	
   

  	
  05307

  	
   

  
	
  Gipson,John P

  	
   

  	
  04079

  	
   

  
	
  Glatz,Timothy J

  	
   

  	
  02630

  	
   

  
	
  Glenn,Lorenzo J

  	
   

  	
  24255

  	
   

  
	
  Glowacki,Barbara A.

  	
   

  	
  00022

  	
   

  
	
  Gocek,David J.

  	
   

  	
  09404

  	
   

  
	
  Goedert,Richard N.

  	
   

  	
  10596

  	
   

  
	
  Goit,Nicklas J.

  	
   

  	
  11328

  	
   

  
	
  Golobich,Patricia L

  	
   

  	
  02489

  	
   

  
	
  Goode Jr.,Curtis

  	
   

  	
  11780

  	
   

  
	
  Goode,Dorothy L

  	
   

  	
  24005

  	
   

  
	
  Goodell,James A

  	
   

  	
  01214

  	
   

  
	
  Goodell,Paula S

  	
   

  	
  19454

  	
   

  
	
  Goodlive,Brian D

  	
   

  	
  06368

  	
   

  
	
  Gorenshek,Scott L

  	
   

  	
  06186

  	
   

  
	
  Gorham,Samantha M.

  	
   

  	
  10964

  	
   

  
	
  Gormley,Roberta L

  	
   

  	
  02491

  	
   

  
	
  Goss,Dwayne

  	
   

  	
  09815

  	
   

  
	
  Gowin,James M

  	
   

  	
  24286

  	
   

  
	
  Graf,Paul D.

  	
   

  	
  10394

  	
   

  
	
  Gray-Eskue,Jerry L

  	
   

  	
  08738

  	
   

  
	
  Green,Dianne M

  	
   

  	
  02319

  	
   

  
	
  Green,Harold D.

  	
   

  	
  13109

  	
   

  
	
  Green,Larry E

  	
   

  	
  04379

  	
   

  
	
  Green,Latania D.

  	
   

  	
  13463

  	
   

  
	
  Green,Tony J.

  	
   

  	
  10339

  	
   

  
	
  Greene,Jackie J

  	
   

  	
  24632

  	
   

  
	
  Greene,Linda L

  	
   

  	
  01710

  	
   

  
	
  Greenstine,Robert D.

  	
   

  	
  11120

  	
   

  
	
  Griffin Jr.,Howard T.

  	
   

  	
  09194

  	
   

  
	
  Griggs,Teresa A.

  	
   

  	
  09826

  	
   

  
	
  Gross,Stephen P

  	
   

  	
  04961

  	
   

  
	
  Grzesik,Lester

  	
   

  	
  05711

  	
   

  
	
  Guenther,Loraine P

  	
   

  	
  01020

  	
   

  
	
  Guggenbiller Jr,John L

  	
   

  	
  03435

  	
   

  
	
  Gugliuzza,Antony

  	
   

  	
  09512

  	
   

  
	
  Gum,Robert M

  	
   

  	
  24637

  	
   

  
	
  Gunter,Teresa A. (LTD)

  	
   

  	
  13628

  	
   

  
	
  Gurnack,Dalbert B

  	
   

  	
  02704

  	
   

  
	
  Guthrie,Jimmy R

  	
   

  	
  08224

  	
   

  
	
  Guy,Bobby G

  	
   

  	
  09082

  	
   

  
	
  Hadaway,Sheryle A

  	
   

  	
  24517

  	
   

  
	
  Halitzka,Marijoy M

  	
   

  	
  14541

  	
   

  
	
  Hamilton Jr.,Robert M.

  	
   

  	
  07793

  	
   

  
	
  Hamilton,Althea D.

  	
   

  	
  24426

  	
   

  
	
  Hamilton,Eric E

  	
   

  	
  24428

  	
   

  
	
  Hamilton,Henrietta T

  	
   

  	
  24324

  	
   

  
	
  Hamilton,Latoya N

  	
   

  	
  24232

  	
   

  
	
  Hamm,Kathleen R

  	
   

  	
  02227

  	
   

  
	
  Hammond,Rex A

  	
   

  	
  03959

  	
   

  
	
  Hammons,David E.

  	
   

  	
  13603

  	
   

  
	
  Han,Vu Q.

  	
   

  	
  13708

  	
   

  
	
  Hardie,Matthew

  	
   

  	
  12450

  	
   

  
	
  Hardin,Tamika S

  	
   

  	
  24457

  	
   

  
	
  Hardwick,Stacey A

  	
   

  	
  05355

  	
   

  
	
  Harrell,Mark L

  	
   

  	
  08115

  	
   

  
	
  Harris,Freda

  	
   

  	
  24678

  	
   

  
	
  Harrison,Bradley L

  	
   

  	
  08638

  	
   

  
	
  Harrison,Jennie W.

  	
   

  	
  08863

  	
   

  
	
  Harrison,Mark T

  	
   

  	
  00017

  	
   

  
	
  Harsar,Rhonda L

  	
   

  	
  02810

  	
   

  
	
  Harshman,Ronald T.

  	
   

  	
  14487

  	
   

  
	
  Hart,Donna R.

  	
   

  	
  04540

  	
   

  
	
  Hartage,Javoris D

  	
   

  	
  24234

  	
   

  
	
  Harvey,Andre

  	
   

  	
  09797

  	
   

  
	
  Harville,Joseph W.

  	
   

  	
  09996

  	
   

  
	
  Hatcher,Donald E

  	
   

  	
  09497

  	
   

  
	
  Hatfield,Patricia B.

  	
   

  	
  11946

  	
   

  
	
  Hathaway,John F

  	
   

  	
  21955

  	
   

  
	
  Hauer,Timothy N

  	
   

  	
  06279

  	
   

  
	
  Hawley,Betti L

  	
   

  	
  24299

  	
   

  
	
  Hawn,Brian K

  	
   

  	
  12452

  	
   

  
	
  Haywood,Brenda K

  	
   

  	
  24293

  	
   

  
	
  Heard,Charles L.

  	
   

  	
  10173

  	
   

  
	
  Heard,Valerie

  	
   

  	
  24189

  	
   

  
	
  Hearn,Daniel R

  	
   

  	
  01684

  	
   

  
	
  Heath,Mark

  	
   

  	
  13440

  	
   

  
	
  Heflin,William D

  	
   

  	
  05967

  	
   

  



 


10





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hege,Kelly L.

  	
   

  	
  12716

  	
   

  
	
  Hein,Scott

  	
   

  	
  13264

  	
   

  
	
  Hellard,Christopher T.

  	
   

  	
  10398

  	
   

  
	
  Helmuth,Kerry D

  	
   

  	
  18710

  	
   

  
	
  Heng,Keus

  	
   

  	
  24622

  	
   

  
	
  Hernandez,Conrado

  	
   

  	
  24686

  	
   

  
	
  Hernandez,Dolores

  	
   

  	
  24659

  	
   

  
	
  Hernandez,Maria I

  	
   

  	
  24244

  	
   

  
	
  Hernandez,Ranfis L

  	
   

  	
  24618

  	
   

  
	
  Hernandez,Reyes

  	
   

  	
  18374

  	
   

  
	
  Herndon,Randy

  	
   

  	
  08841

  	
   

  
	
  Hernke,William Guy

  	
   

  	
  14219

  	
   

  
	
  Herren,Wendell S.

  	
   

  	
  09085

  	
   

  
	
  Herspiegel,George P

  	
   

  	
  06176

  	
   

  
	
  Hess,Donald L

  	
   

  	
  12460

  	
   

  
	
  Heuangpraseuth,Michael

  	
   

  	
  24649

  	
   

  
	
  Heuangpraseuth,Ngone

  	
   

  	
  24300

  	
   

  
	
  Heuangpraseuth,Thatsay

  	
   

  	
  24673

  	
   

  
	
  Heuangpraseuth,Toumkham

  	
   

  	
  24301

  	
   

  
	
  Hicks,Jeffrey R

  	
   

  	
  03322

  	
   

  
	
  Hiidel,Paul B

  	
   

  	
  04493

  	
   

  
	
  Hilbert,Steven R.

  	
   

  	
  07175

  	
   

  
	
  Hilko,Christopher

  	
   

  	
  02558

  	
   

  
	
  Hill,Melva L

  	
   

  	
  18271

  	
   

  
	
  Hill,Richard W

  	
   

  	
  03795

  	
   

  
	
  Hillman,Steven R

  	
   

  	
  06348

  	
   

  
	
  Hillyer,Daniel L

  	
   

  	
  06220

  	
   

  
	
  Hinkle,Richard L.

  	
   

  	
  14215

  	
   

  
	
  Hixson,Vince

  	
   

  	
  09298

  	
   

  
	
  Hodge,Kirk N.

  	
   

  	
  10328

  	
   

  
	
  Hoeft,Daniel A.

  	
   

  	
  05366

  	
   

  
	
  Hofecker,Perry

  	
   

  	
  05223

  	
   

  
	
  Hoff,John C.

  	
   

  	
  10445

  	
   

  
	
  Hogan,Clyde E

  	
   

  	
  24628

  	
   

  
	
  Hogan,William A

  	
   

  	
  24610

  	
   

  
	
  Hogue,Wanda G

  	
   

  	
  24229

  	
   

  
	
  Holcombe,C. Scott

  	
   

  	
  19554

  	
   

  
	
  Holden,Jeneva L

  	
   

  	
  01314

  	
   

  
	
  Holland,Russell W

  	
   

  	
  05072

  	
   

  
	
  Hollingsworth,David H

  	
   

  	
  01022

  	
   

  
	
  Hollins,Gerard

  	
   

  	
  24436

  	
   

  
	
  Hollins,Marilyn T

  	
   

  	
  24205

  	
   

  
	
  Holloway,David A

  	
   

  	
  02840

  	
   

  
	
  Holloway,Lawanda R.

  	
   

  	
  09528

  	
   

  
	
  Holp,Michael

  	
   

  	
  03270

  	
   

  
	
  Honeycutt,Brenda

  	
   

  	
  24690

  	
   

  
	
  Hooton,Dana K.

  	
   

  	
  06046

  	
   

  
	
  Hopkins,Jeffrey

  	
   

  	
  14592

  	
   

  
	
  Horbus,Steven J

  	
   

  	
  00212

  	
   

  
	
  Horm,Re

  	
   

  	
  24204

  	
   

  
	
  Hornig,Randall A

  	
   

  	
  12266

  	
   

  
	
  Hornis,Joseph

  	
   

  	
  00152

  	
   

  
	
  Hornyak,Joseph W

  	
   

  	
  01313

  	
   

  
	
  Horwedel,Rodger J

  	
   

  	
  02867

  	
   

  
	
  Houston,Patricia

  	
   

  	
  24674

  	
   

  
	
  Houston-Harris,Kimberly A

  	
   

  	
  24424

  	
   

  
	
  Howard,David S

  	
   

  	
  18292

  	
   

  
	
  Howard,Latessa C

  	
   

  	
  17993

  	
   

  
	
  Hubbard,Avante M.

  	
   

  	
  09792

  	
   

  
	
  Hudspeath,William A

  	
   

  	
  07427

  	
   

  
	
  Huggins,Tina R

  	
   

  	
  24516

  	
   

  
	
  Hultai,Laurie A

  	
   

  	
  03104

  	
   

  
	
  Hummel,Lana G

  	
   

  	
  02778

  	
   

  
	
  Hunley Jr.,James R.

  	
   

  	
  10400

  	
   

  
	
  Hunter,Bessie W

  	
   

  	
  24595

  	
   

  
	
  Hunter,Patrick K.

  	
   

  	
  02273

  	
   

  
	
  Hurd,Brian S

  	
   

  	
  04693

  	
   

  
	
  Hurst,Benjamin D.

  	
   

  	
  09884

  	
   

  
	
  Husar,Beverley A

  	
   

  	
  02181

  	
   

  
	
  Hutchens Sr.,Bruce R.

  	
   

  	
  13239

  	
   

  
	
  Hutchens,Teresa A

  	
   

  	
  24278

  	
   

  
	
  Iagulli,Carmen J

  	
   

  	
  24206

  	
   

  
	
  Ickes,Rick B

  	
   

  	
  04430

  	
   

  
	
  Idemoto,Minoru L

  	
   

  	
  02235

  	
   

  
	
  Infante,Wilfredo J

  	
   

  	
  24379

  	
   

  
	
  Iyer,Meena

  	
   

  	
  21668

  	
   

  
	
  Jackson,Bridget D

  	
   

  	
  09356

  	
   

  
	
  Jackson,Shelvey

  	
   

  	
  24689

  	
   

  
	
  Jackson,Sylvia J.

  	
   

  	
  06228

  	
   

  
	
  Jacobs,Jeffrey M

  	
   

  	
  18725

  	
   

  
	
  Jacobs,Wallace D

  	
   

  	
  06298

  	
   

  
	
  Jacoby,Brandon M

  	
   

  	
  19293

  	
   

  
	
  Jacoby,Jason M

  	
   

  	
  19292

  	
   

  
	
  Jamison,Amber D.

  	
   

  	
  14365

  	
   

  
	
  Janke,Carroll

  	
   

  	
  03331

  	
   

  
	
  Janscha,Robert E

  	
   

  	
  07548

  	
   

  
	
  Jasko Jr.,John P

  	
   

  	
  02362

  	
   

  
	
  Jass,Lisa F.

  	
   

  	
  10633

  	
   

  
	
  Jeffrey,Ralph

  	
   

  	
  12477

  	
   

  
	
  Jevert,Glenn A.

  	
   

  	
  08012

  	
   

  
	
  Jewell,Gregory D

  	
   

  	
  24399

  	
   

  
	
  Jewell,Weyman D.

  	
   

  	
  07516

  	
   

  
	
  Jimenez,Santana J

  	
   

  	
  24306

  	
   

  
	
  Johnson III,George D

  	
   

  	
  12483

  	
   

  
	
  Johnson,Brenda

  	
   

  	
  11560

  	
   

  
	
  Johnson,Danny J

  	
   

  	
  24357

  	
   

  
	
  Johnson,Jo Ann

  	
   

  	
  01105

  	
   

  
	
  Johnson,Nathan J

  	
   

  	
  24483

  	
   

  



 


11





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Johnson,Terrance A

  	
   

  	
  12482

  	
   

  
	
  Joiner,Regina B

  	
   

  	
  09173

  	
   

  
	
  Jones,Christopher R.

  	
   

  	
  05056

  	
   

  
	
  Jones,Jeff C

  	
   

  	
  24487

  	
   

  
	
  Jovanovski,Lile

  	
   

  	
  03038

  	
   

  
	
  Jovanovski,Mirco

  	
   

  	
  03284

  	
   

  
	
  Juan,Max A

  	
   

  	
  24404

  	
   

  
	
  Karoleski,Jeffrey T

  	
   

  	
  18988

  	
   

  
	
  Kary,Beth E

  	
   

  	
  08871

  	
   

  
	
  Kazaglis,Denise A

  	
   

  	
  01082

  	
   

  
	
  Keck,Gregory A.

  	
   

  	
  05959

  	
   

  
	
  Keener,Charles L.

  	
   

  	
  09398

  	
   

  
	
  Kelley,Robert E

  	
   

  	
  02784

  	
   

  
	
  Kenny,Tamara A.

  	
   

  	
  11476

  	
   

  
	
  Kent,Mildred J.

  	
   

  	
  11404

  	
   

  
	
  Kersey,Jeffrey W

  	
   

  	
  24146

  	
   

  
	
  Kessinger,Jackie S

  	
   

  	
  18111

  	
   

  
	
  Khan,Mohammad A

  	
   

  	
  24032

  	
   

  
	
  Khan,Un (LTD)

  	
   

  	
  24611

  	
   

  
	
  Khoun,Samay

  	
   

  	
  24296

  	
   

  
	
  Kiger,Donald

  	
   

  	
  03226

  	
   

  
	
  Kilbourne,Eugene E

  	
   

  	
  06352

  	
   

  
	
  Kimble,Phillip I

  	
   

  	
  03703

  	
   

  
	
  Kindle,Jeanette

  	
   

  	
  12711

  	
   

  
	
  Kindley,Sharon

  	
   

  	
  24685

  	
   

  
	
  King,Tommie L.

  	
   

  	
  10402

  	
   

  
	
  Kinney,David B.

  	
   

  	
  09492

  	
   

  
	
  Kinross,Robert C.

  	
   

  	
  07215

  	
   

  
	
  Kirk,Joseph S

  	
   

  	
  24184

  	
   

  
	
  Kirkpatrick,John R

  	
   

  	
  03698

  	
   

  
	
  Kish,Michael F

  	
   

  	
  03720

  	
   

  
	
  Kishorepuria,Praveen

  	
   

  	
  09974

  	
   

  
	
  Kivinski,Thomas

  	
   

  	
  09880

  	
   

  
	
  Klein,Stacey E.

  	
   

  	
  13078

  	
   

  
	
  Klement,Steven L

  	
   

  	
  02837

  	
   

  
	
  Klinar,Thomas F

  	
   

  	
  01270

  	
   

  
	
  Klotzle,Wayne K.

  	
   

  	
  09178

  	
   

  
	
  Knepprath,Jerry R.

  	
   

  	
  13588

  	
   

  
	
  Knittle,Thomas A

  	
   

  	
  05934

  	
   

  
	
  Knurek,Dennis F

  	
   

  	
  06353

  	
   

  
	
  Kobal,Jeffrey M

  	
   

  	
  03217

  	
   

  
	
  Kohler,Stephen D

  	
   

  	
  04924

  	
   

  
	
  Kolta,Samuel

  	
   

  	
  10022

  	
   

  
	
  Konkler Sr.,David M

  	
   

  	
  22223

  	
   

  
	
  Koos,James

  	
   

  	
  02204

  	
   

  
	
  Korn,Bette F.

  	
   

  	
  05752

  	
   

  
	
  Kotsopoulos,Kyriakos

  	
   

  	
  01759

  	
   

  
	
  Kouba,James L.

  	
   

  	
  08265

  	
   

  
	
  Kovacs,Susan E

  	
   

  	
  02728

  	
   

  
	
  Kowalczyk,John S

  	
   

  	
  03115

  	
   

  
	
  Koy,Saroeun

  	
   

  	
  24623

  	
   

  
	
  Kraft,Robert

  	
   

  	
  10214

  	
   

  
	
  Kramer,Thomas A

  	
   

  	
  03087

  	
   

  
	
  Kranc,Dennis J.

  	
   

  	
  14344

  	
   

  
	
  Kranyik,Bryan

  	
   

  	
  08553

  	
   

  
	
  Kromer,Jeffrey A

  	
   

  	
  09878

  	
   

  
	
  Krueger,Carl L

  	
   

  	
  01539

  	
   

  
	
  Krzywosz,Michael M.

  	
   

  	
  07617

  	
   

  
	
  Kuhn,Linda

  	
   

  	
  02485

  	
   

  
	
  Kuhnle,Kathryn M

  	
   

  	
  08433

  	
   

  
	
  Kulick,Dale L

  	
   

  	
  02795

  	
   

  
	
  Kurish,Laura H

  	
   

  	
  00228

  	
   

  
	
  Kurtz,Danny L

  	
   

  	
  03625

  	
   

  
	
  Kuyateh,Mohamed

  	
   

  	
  13182

  	
   

  
	
  Lafferty,Patricia A

  	
   

  	
  03413

  	
   

  
	
  Laguerta,Virgilio G.

  	
   

  	
  10308

  	
   

  
	
  Lake,Carl

  	
   

  	
  05713

  	
   

  
	
  Landers,Edith E.

  	
   

  	
  11351

  	
   

  
	
  Landers,Susan E

  	
   

  	
  10598

  	
   

  
	
  Lane,Freddie H

  	
   

  	
  08998

  	
   

  
	
  Lanier,Michael D.

  	
   

  	
  10404

  	
   

  
	
  Lantieri,Christopher J.

  	
   

  	
  09270

  	
   

  
	
  Latham,Bryan S

  	
   

  	
  23868

  	
   

  
	
  Latham,Steven R

  	
   

  	
  01466

  	
   

  
	
  Lazar,Patrick I

  	
   

  	
  24390

  	
   

  
	
  Legrand,Brenda

  	
   

  	
  24672

  	
   

  
	
  Leitner,John H

  	
   

  	
  03689

  	
   

  
	
  Leon,Eduardo

  	
   

  	
  24448

  	
   

  
	
  Leonard,Hoy E.

  	
   

  	
  10406

  	
   

  
	
  Leonard,Joyce F.

  	
   

  	
  13629

  	
   

  
	
  Leonard,Roxanne E

  	
   

  	
  10408

  	
   

  
	
  Lester,Linda A.

  	
   

  	
  08974

  	
   

  
	
  Leurt,Lemai

  	
   

  	
  24440

  	
   

  
	
  Leverette,D. Jeanette

  	
   

  	
  13461

  	
   

  
	
  Lewis,Fred W

  	
   

  	
  24376

  	
   

  
	
  Lewis,Frederick H.

  	
   

  	
  10917

  	
   

  
	
  Lewis,James R

  	
   

  	
  06422

  	
   

  
	
  Lewis,Scott C

  	
   

  	
  09975

  	
   

  
	
  Lichtenberg,James L.

  	
   

  	
  09991

  	
   

  
	
  Ligon,Elaine

  	
   

  	
  09042

  	
   

  
	
  Liles,Ra’shanna R.

  	
   

  	
  12168

  	
   

  
	
  Lindgren,Stefan

  	
   

  	
  14566

  	
   

  
	
  Lindsay-Bickel,Becky

  	
   

  	
  02573

  	
   

  
	
  Linton,Ronald L.

  	
   

  	
  09687

  	
   

  
	
  Little,Bobbie A.

  	
   

  	
  09892

  	
   

  
	
  Little,Gregory A

  	
   

  	
  24661

  	
   

  
	
  Little,Tauya D

  	
   

  	
  24496

  	
   

  
	
  Littlejohn,Kenneth C.

  	
   

  	
  05537

  	
   

  



 


12





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Llewellyn,Eva J

  	
   

  	
  02026

  	
   

  
	
  Lock,Thomas G

  	
   

  	
  03662

  	
   

  
	
  Loge,James S

  	
   

  	
  12511

  	
   

  
	
  Lomax,Cheryl B.

  	
   

  	
  10411

  	
   

  
	
  Lomax,Deborah L.

  	
   

  	
  10412

  	
   

  
	
  Lopez,Hugo H

  	
   

  	
  23867

  	
   

  
	
  Lopez,Jesus R

  	
   

  	
  24663

  	
   

  
	
  Lopez,Martin G

  	
   

  	
  24366

  	
   

  
	
  Lorenczi,James E.

  	
   

  	
  11504

  	
   

  
	
  Lott,Alan M.

  	
   

  	
  11325

  	
   

  
	
  Louia Jr.,Gerald L.

  	
   

  	
  10413

  	
   

  
	
  Lovelace,Winifred

  	
   

  	
  08860

  	
   

  
	
  Lowry,Barbara

  	
   

  	
  01590

  	
   

  
	
  Lucas,Donald L

  	
   

  	
  24329

  	
   

  
	
  Lucas,Kenneth M

  	
   

  	
  08919

  	
   

  
	
  Lute,Amy M

  	
   

  	
  03538

  	
   

  
	
  Ly,Chuong H

  	
   

  	
  18746

  	
   

  
	
  Lynn,Jacquelyn T

  	
   

  	
  02934

  	
   

  
	
  Lyons,Oral G

  	
   

  	
  19517

  	
   

  
	
  Mabry,Elbert T

  	
   

  	
  24432

  	
   

  
	
  Madden,Thomas J

  	
   

  	
  07920

  	
   

  
	
  Maginnis,Jackson R

  	
   

  	
  24630

  	
   

  
	
  Maginnis,Lynn W

  	
   

  	
  24625

  	
   

  
	
  Magwood,Brian L

  	
   

  	
  24468

  	
   

  
	
  Magyar,Gary E.

  	
   

  	
  08143

  	
   

  
	
  Mahala,Beverly G.

  	
   

  	
  12013

  	
   

  
	
  Majesky,Stephen L

  	
   

  	
  06321

  	
   

  
	
  Maldonado,Jimmy C

  	
   

  	
  24290

  	
   

  
	
  Malham,Lonnie F

  	
   

  	
  02908

  	
   

  
	
  Mallett,Shannon M.

  	
   

  	
  10513

  	
   

  
	
  Maloney,Jerome

  	
   

  	
  13564

  	
   

  
	
  Malsh,Edward J

  	
   

  	
  10190

  	
   

  
	
  Mann,Raymond A.

  	
   

  	
  13336

  	
   

  
	
  Manning,Gary J

  	
   

  	
  01007

  	
   

  
	
  Margreiter,Bruce E.

  	
   

  	
  11535

  	
   

  
	
  Marinik,Robert J

  	
   

  	
  02535

  	
   

  
	
  Markey,James M.

  	
   

  	
  13191

  	
   

  
	
  Marlowe,Carol

  	
   

  	
  24676

  	
   

  
	
  Marsh,Jack L

  	
   

  	
  06215

  	
   

  
	
  Marshall,Dean E

  	
   

  	
  04307

  	
   

  
	
  Martin,Brenda L

  	
   

  	
  24279

  	
   

  
	
  Martin,Jamie R.

  	
   

  	
  07682

  	
   

  
	
  Martin,Joyce A

  	
   

  	
  24599

  	
   

  
	
  Martin,Renee T

  	
   

  	
  05262

  	
   

  
	
  Martin,Victoria

  	
   

  	
  09557

  	
   

  
	
  Martin,William C

  	
   

  	
  03461

  	
   

  
	
  Martinez,Eli

  	
   

  	
  06334

  	
   

  
	
  Martinez,Maria E

  	
   

  	
  24433

  	
   

  
	
  Martz,Jean A

  	
   

  	
  04489

  	
   

  
	
  Marvin,Denis J

  	
   

  	
  02657

  	
   

  
	
  Mason,Corey S

  	
   

  	
  24481

  	
   

  
	
  Mastin,Jennifer

  	
   

  	
  01629

  	
   

  
	
  Massari,Reinaldo

  	
   

  	
  08700

  	
   

  
	
  Mathews,Gail S

  	
   

  	
  23838

  	
   

  
	
  Mathna,Edward S

  	
   

  	
  02505

  	
   

  
	
  Mathna,Sally A

  	
   

  	
  02168

  	
   

  
	
  Matos,Benny

  	
   

  	
  02678

  	
   

  
	
  Matos,Carlos

  	
   

  	
  00988

  	
   

  
	
  Matos,Daniel

  	
   

  	
  03283

  	
   

  
	
  Maurer,Thomas F

  	
   

  	
  00597

  	
   

  
	
  Maynard,Rebecca S

  	
   

  	
  03772

  	
   

  
	
  McAndrews,Michael J.

  	
   

  	
  05570

  	
   

  
	
  McBee,Calvin D.

  	
   

  	
  17767

  	
   

  
	
  McClendon,Tony S.

  	
   

  	
  09496

  	
   

  
	
  McConkey,Mary D

  	
   

  	
  04819

  	
   

  
	
  McCullough,Ronnie S.

  	
   

  	
  10415

  	
   

  
	
  McDowell,Scott

  	
   

  	
  05530

  	
   

  
	
  McGee,Lucile M

  	
   

  	
  01964

  	
   

  
	
  McGee,Timothy

  	
   

  	
  03702

  	
   

  
	
  McGuire,Jason P

  	
   

  	
  24355

  	
   

  
	
  McKenty,Joyce E

  	
   

  	
  03242

  	
   

  
	
  McKinney,Steve A

  	
   

  	
  02821

  	
   

  
	
  McLaughlin,Amy A

  	
   

  	
  18229

  	
   

  
	
  McLean,Rodney W

  	
   

  	
  24323

  	
   

  
	
  McLemore,Julia A.

  	
   

  	
  11501

  	
   

  
	
  McNatt,Cindy O

  	
   

  	
  09685

  	
   

  
	
  McPherson,Luther L

  	
   

  	
  04928

  	
   

  
	
  McQuade,Frank

  	
   

  	
  24220

  	
   

  
	
  McWilliams,Steven T

  	
   

  	
  09919

  	
   

  
	
  Meade,Henry

  	
   

  	
  09994

  	
   

  
	
  Meadows,Kelly J.

  	
   

  	
  09017

  	
   

  
	
  Mean,Ngek

  	
   

  	
  13634

  	
   

  
	
  Medina,Eduardo

  	
   

  	
  24617

  	
   

  
	
  Menzing,Tamara

  	
   

  	
  02912

  	
   

  
	
  Merowitz,Doris

  	
   

  	
  01059

  	
   

  
	
  Merowitz,Russell F

  	
   

  	
  00815

  	
   

  
	
  Mewborn,Jessie A

  	
   

  	
  24627

  	
   

  
	
  Meyers,Carol A

  	
   

  	
  06338

  	
   

  
	
  Michael,Perry M.

  	
   

  	
  10419

  	
   

  
	
  Michalski,James P

  	
   

  	
  03831

  	
   

  
	
  Michlovic,David J

  	
   

  	
  06378

  	
   

  
	
  Mika,Thomas R

  	
   

  	
  03687

  	
   

  
	
  Miller,Martin M

  	
   

  	
  12534

  	
   

  
	
  Miller,Misti N.

  	
   

  	
  14535

  	
   

  
	
  Miller,Teresa

  	
   

  	
  24691

  	
   

  
	
  Milligan,Greg A

  	
   

  	
  23921

  	
   

  
	
  Mills,Alvin E

  	
   

  	
  24045

  	
   

  
	
  Milton,Stanley Michael

  	
   

  	
  11511

  	
   

  



 


13





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mineweaser Jr.,Gary D

  	
   

  	
  19212

  	
   

  
	
  Minor,James R.

  	
   

  	
  14248

  	
   

  
	
  Miranda,Juan R

  	
   

  	
  23926

  	
   

  
	
  Misar,Paul G

  	
   

  	
  07955

  	
   

  
	
  Mitock,Donna J

  	
   

  	
  01207

  	
   

  
	
  Mittler,Roger J

  	
   

  	
  02334

  	
   

  
	
  Mock,Sharon L.

  	
   

  	
  24188

  	
   

  
	
  Mohieddine,Nohad M

  	
   

  	
  03758

  	
   

  
	
  Moncus,Stephen

  	
   

  	
  09208

  	
   

  
	
  Montgomery,Lisa G

  	
   

  	
  24011

  	
   

  
	
  Moon,Debbie J.

  	
   

  	
  10421

  	
   

  
	
  Moore,Beverly

  	
   

  	
  24679

  	
   

  
	
  Moore,Brenda L

  	
   

  	
  02804

  	
   

  
	
  Moore,Bruce D.

  	
   

  	
  03965

  	
   

  
	
  Moore,Daniel J

  	
   

  	
  06162

  	
   

  
	
  Moore,Elijah D

  	
   

  	
  07654

  	
   

  
	
  Moore,Henry M.

  	
   

  	
  05749

  	
   

  
	
  Moore,Michelle

  	
   

  	
  04636

  	
   

  
	
  Morales,Ana M

  	
   

  	
  24246

  	
   

  
	
  More,Mary A

  	
   

  	
  01899

  	
   

  
	
  Morrow,Janet L

  	
   

  	
  02943

  	
   

  
	
  Moschner,Leslie E.

  	
   

  	
  11018

  	
   

  
	
  Moses,Thomas

  	
   

  	
  13796

  	
   

  
	
  Mosley,Kelvin C

  	
   

  	
  24508

  	
   

  
	
  Moss,Fred

  	
   

  	
  09907

  	
   

  
	
  Mott,Michael T

  	
   

  	
  18037

  	
   

  
	
  Mowery,Arthur J

  	
   

  	
  24017

  	
   

  
	
  Mundt,Kathy

  	
   

  	
  10012

  	
   

  
	
  Murphy,Jeffery W

  	
   

  	
  24207

  	
   

  
	
  Murphy,Kathy C.

  	
   

  	
  11359

  	
   

  
	
  Murray,Ashley

  	
   

  	
  24687

  	
   

  
	
  Myles,David

  	
   

  	
  09590

  	
   

  
	
  Myrie,Kavan L.

  	
   

  	
  09659

  	
   

  
	
  Myrum,Kevin P

  	
   

  	
  19489

  	
   

  
	
  Nahm,Sandra L

  	
   

  	
  00021

  	
   

  
	
  Nehls,Frank A

  	
   

  	
  03300

  	
   

  
	
  Neighbors Jr.,Harvey W.

  	
   

  	
  09896

  	
   

  
	
  Neighbors,Deborah S

  	
   

  	
  14378

  	
   

  
	
  Nelson,Jill M.

  	
   

  	
  10013

  	
   

  
	
  Newsome,Chadric L

  	
   

  	
  24486

  	
   

  
	
  Nichols,James H

  	
   

  	
  24506

  	
   

  
	
  Nickolette,Gino A

  	
   

  	
  03986

  	
   

  
	
  Nickoloff,Mary Kay

  	
   

  	
  03247

  	
   

  
	
  Niederpruem II,Gary J.

  	
   

  	
  08579

  	
   

  
	
  Nifong,Kyle M

  	
   

  	
  24425

  	
   

  
	
  Nikora,Mary K

  	
   

  	
  00110

  	
   

  
	
  Nipper,Leigh Anne

  	
   

  	
  13476

  	
   

  
	
  Norman,Kathy

  	
   

  	
  24681

  	
   

  
	
  Norred,Shelia

  	
   

  	
  09530

  	
   

  
	
  Norris,David Dwight Sr.

  	
   

  	
  13649

  	
   

  
	
  Norwood,Leavelle N

  	
   

  	
  24518

  	
   

  
	
  Norwood,Lori D

  	
   

  	
  24262

  	
   

  
	
  Noun,Danny

  	
   

  	
  24295

  	
   

  
	
  Noun,Sara

  	
   

  	
  24441

  	
   

  
	
  Nowicki,James M

  	
   

  	
  01086

  	
   

  
	
  Nuth,Naing

  	
   

  	
  13224

  	
   

  
	
  Oakes,Randy L

  	
   

  	
  24490

  	
   

  
	
  O’Connor,Roseann

  	
   

  	
  00086

  	
   

  
	
  Olson,Harold F.

  	
   

  	
  10127

  	
   

  
	
  Opiola,Alicja

  	
   

  	
  17834

  	
   

  
	
  Ordonez,David D

  	
   

  	
  24406

  	
   

  
	
  Ortiz,Carmen J

  	
   

  	
  01984

  	
   

  
	
  Ortiz,Felipe H

  	
   

  	
  24613

  	
   

  
	
  Ostrolencki,Steven R

  	
   

  	
  04135

  	
   

  
	
  Otero,Lillian

  	
   

  	
  01908

  	
   

  
	
  Oursler,Craig D

  	
   

  	
  06360

  	
   

  
	
  Overstreet,Mark D

  	
   

  	
  24259

  	
   

  
	
  Owen,Sabrina L

  	
   

  	
  24615

  	
   

  
	
  Owens,Donald C

  	
   

  	
  04194

  	
   

  
	
  Owens,James B

  	
   

  	
  06033

  	
   

  
	
  Owens,Lois R

  	
   

  	
  24653

  	
   

  
	
  Owens,Mary A

  	
   

  	
  03111

  	
   

  
	
  Page,Louise C

  	
   

  	
  00866

  	
   

  
	
  Pagett,William

  	
   

  	
  13791

  	
   

  
	
  Pagliaro,Anthony

  	
   

  	
  12568

  	
   

  
	
  Painter,Robert L

  	
   

  	
  19469

  	
   

  
	
  Palko,Stephen J

  	
   

  	
  03603

  	
   

  
	
  Parker,Donna L

  	
   

  	
  02965

  	
   

  
	
  Parker,Jon David

  	
   

  	
  09041

  	
   

  
	
  Parker,Polly A

  	
   

  	
  10027

  	
   

  
	
  Parsons,Larry W.

  	
   

  	
  13339

  	
   

  
	
  Paternoster,Andrew

  	
   

  	
  07712

  	
   

  
	
  Patnesky,Todd A.

  	
   

  	
  16641

  	
   

  
	
  Patton,Donna J

  	
   

  	
  06347

  	
   

  
	
  Patton,Gayle L

  	
   

  	
  02923

  	
   

  
	
  Pauley,Jason L.

  	
   

  	
  17929

  	
   

  
	
  Paunescu,Dan V.

  	
   

  	
  14143

  	
   

  
	
  Pawlik,Robert J.

  	
   

  	
  10836

  	
   

  
	
  Pawlowski,Michael W

  	
   

  	
  06345

  	
   

  
	
  Peacock,Christopher M

  	
   

  	
  24321

  	
   

  
	
  Peebles Jr,Joseph E

  	
   

  	
  07970

  	
   

  
	
  Pelton,Debra D

  	
   

  	
  01632

  	
   

  
	
  Pelton,Laurene M

  	
   

  	
  01030

  	
   

  
	
  Penfield,William G

  	
   

  	
  00384

  	
   

  
	
  Peng,Thoeurn

  	
   

  	
  24443

  	
   

  
	
  Pentito,Barbara A

  	
   

  	
  00942

  	
   

  
	
  Pentz,Mark D

  	
   

  	
  05257

  	
   

  
	
  Peplow,Stanley

  	
   

  	
  12577

  	
   

  



 


14





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Perez,Delores R

  	
   

  	
  14306

  	
   

  
	
  Perez,Norman

  	
   

  	
  01791

  	
   

  
	
  Perez,Tanya M

  	
   

  	
  01430

  	
   

  
	
  Pericat,Bernard J

  	
   

  	
  06153

  	
   

  
	
  Petek,Arnold A

  	
   

  	
  06182

  	
   

  
	
  Peters,Scott E

  	
   

  	
  11478

  	
   

  
	
  Peterson,Gregory A.

  	
   

  	
  08113

  	
   

  
	
  Petkovsek,Dennis W

  	
   

  	
  06330

  	
   

  
	
  Petkovsek,Wayne A

  	
   

  	
  06180

  	
   

  
	
  Petre,James E.

  	
   

  	
  05310

  	
   

  
	
  Petrisor,Cristina M.

  	
   

  	
  11544

  	
   

  
	
  Pettet,Terry G.

  	
   

  	
  10518

  	
   

  
	
  Petty,Jeanne M

  	
   

  	
  00895

  	
   

  
	
  Pham,Mai C

  	
   

  	
  23907

  	
   

  
	
  Phat,Rom

  	
   

  	
  24442

  	
   

  
	
  Phelps,John R.

  	
   

  	
  12580

  	
   

  
	
  Philipps,Matthew A

  	
   

  	
  06364

  	
   

  
	
  Phillips,Linda G

  	
   

  	
  24631

  	
   

  
	
  Philpot,Frankie L

  	
   

  	
  24520

  	
   

  
	
  Pickett,Earnest S.

  	
   

  	
  09297

  	
   

  
	
  Pickett,Glemma

  	
   

  	
  10117

  	
   

  
	
  Pickett,Jacquline H

  	
   

  	
  23853

  	
   

  
	
  Pike,Jeffrey E.

  	
   

  	
  08807

  	
   

  
	
  Pishnery II,Dominic J.

  	
   

  	
  14728

  	
   

  
	
  Pittak,Joseph

  	
   

  	
  03144

  	
   

  
	
  Pitts,Marie M

  	
   

  	
  09596

  	
   

  
	
  Pitts,Vanessa J.

  	
   

  	
  10231

  	
   

  
	
  Piwowar,Joseph A

  	
   

  	
  02446

  	
   

  
	
  Plang,Sieta

  	
   

  	
  24273

  	
   

  
	
  Platten,Timothy J

  	
   

  	
  06377

  	
   

  
	
  Plaza,George

  	
   

  	
  03826

  	
   

  
	
  Plow,William R

  	
   

  	
  04155

  	
   

  
	
  Polson,Christopher L

  	
   

  	
  24118

  	
   

  
	
  Pope,Dennis A.

  	
   

  	
  10429

  	
   

  
	
  Popp,Roy L

  	
   

  	
  18051

  	
   

  
	
  Postich,Molly S.

  	
   

  	
  06276

  	
   

  
	
  Poythress,Brenda D

  	
   

  	
  18958

  	
   

  
	
  Prater,James A

  	
   

  	
  24429

  	
   

  
	
  Prevette,Dale

  	
   

  	
  24594

  	
   

  
	
  Price,Michael D.

  	
   

  	
  09453

  	
   

  
	
  Pringle,Lloyd A

  	
   

  	
  24499

  	
   

  
	
  Prosowski Jr,Frank A

  	
   

  	
  00761

  	
   

  
	
  Pryor,Kenneth A.

  	
   

  	
  11339

  	
   

  
	
  Punchak,Daniel

  	
   

  	
  04770

  	
   

  
	
  Pursley,Heather M

  	
   

  	
  24413

  	
   

  
	
  Purvis,Shannon M

  	
   

  	
  24455

  	
   

  
	
  Quade,Richard A

  	
   

  	
  09185

  	
   

  
	
  Qualls,Robert

  	
   

  	
  09511

  	
   

  
	
  Rader Sr,Jerry C

  	
   

  	
  00869

  	
   

  
	
  Rake,Donald C

  	
   

  	
  06355

  	
   

  
	
  Rakopoulos,Steven

  	
   

  	
  09177

  	
   

  
	
  Ramirez,Blanca N

  	
   

  	
  24497

  	
   

  
	
  Ramirez,Claudia

  	
   

  	
  24407

  	
   

  
	
  Ramos,Marco A

  	
   

  	
  24282

  	
   

  
	
  Ramsey,Debra S

  	
   

  	
  24507

  	
   

  
	
  Rapelje,Sarah

  	
   

  	
  09926

  	
   

  
	
  Rault,Olivia N

  	
   

  	
  09226

  	
   

  
	
  Raupach,Robert M.

  	
   

  	
  09287

  	
   

  
	
  Ravlin,Phil

  	
   

  	
  14429

  	
   

  
	
  Rawley,Donald G

  	
   

  	
  24494

  	
   

  
	
  Raynak,Christopher

  	
   

  	
  06190

  	
   

  
	
  Rayyahin,Bisher J.

  	
   

  	
  08159

  	
   

  
	
  Read,Jack D

  	
   

  	
  24370

  	
   

  
	
  Reed,Bryon L

  	
   

  	
  04874

  	
   

  
	
  Reichert,Jerold W

  	
   

  	
  00975

  	
   

  
	
  Reuss,William F

  	
   

  	
  00193

  	
   

  
	
  Reynolds,David K

  	
   

  	
  02445

  	
   

  
	
  Reynolds,Robert L.

  	
   

  	
  03090

  	
   

  
	
  Richards,Denise E

  	
   

  	
  06163

  	
   

  
	
  Richards,Francis Barth

  	
   

  	
  23934

  	
   

  
	
  Richmond,Sharon P

  	
   

  	
  01834

  	
   

  
	
  Rick,Stephen E

  	
   

  	
  03376

  	
   

  
	
  Riddle,Mark A.

  	
   

  	
  13720

  	
   

  
	
  Riddle,Tim

  	
   

  	
  09726

  	
   

  
	
  Rigsby,Tim A.

  	
   

  	
  09250

  	
   

  
	
  Rippeon,Richard A.

  	
   

  	
  14589

  	
   

  
	
  Rippeth,Dan C

  	
   

  	
  04555

  	
   

  
	
  Rivas,Miguel A

  	
   

  	
  01369

  	
   

  
	
  Rivas,Vicki L

  	
   

  	
  05397

  	
   

  
	
  Rivera Jr,Santiago

  	
   

  	
  01647

  	
   

  
	
  Rivera,Alice D

  	
   

  	
  03262

  	
   

  
	
  Rivera,Elizabeth

  	
   

  	
  03136

  	
   

  
	
  Rivera,Rose M

  	
   

  	
  01441

  	
   

  
	
  Rivers,Harold E.

  	
   

  	
  14366

  	
   

  
	
  Roach,James M.

  	
   

  	
  11587

  	
   

  
	
  Robb,William C

  	
   

  	
  01056

  	
   

  
	
  Roberts,Janice D

  	
   

  	
  24253

  	
   

  
	
  Roberts,Patricia W.

  	
   

  	
  13456

  	
   

  
	
  Robinson,Al J.

  	
   

  	
  09567

  	
   

  
	
  Robinson,Armealia F

  	
   

  	
  09525

  	
   

  
	
  Robinson,Frank E

  	
   

  	
  04230

  	
   

  
	
  Rochester,Michael E.

  	
   

  	
  07611

  	
   

  
	
  Roctz,Robert A

  	
   

  	
  02869

  	
   

  
	
  Rodriguez,Daniel

  	
   

  	
  24624

  	
   

  
	
  Rodriguez,Eusebio M.

  	
   

  	
  11398

  	
   

  
	
  Rodriguez,Frank

  	
   

  	
  00752

  	
   

  
	
  Rollins,Tamara M

  	
   

  	
  24034

  	
   

  
	
  Romero,Andres

  	
   

  	
  24635

  	
   

  



 


15





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rosario,Amanda

  	
   

  	
  13471

  	
   

  
	
  Rosario,Rossen

  	
   

  	
  01120

  	
   

  
	
  Rosas-Valera,Marco A

  	
   

  	
  24495

  	
   

  
	
  Roscoe,Richard R

  	
   

  	
  03214

  	
   

  
	
  Rosendahl,Patrick Allen

  	
   

  	
  13789

  	
   

  
	
  Ross,Robert

  	
   

  	
  12613

  	
   

  
	
  Rowan,Michael E

  	
   

  	
  03765

  	
   

  
	
  Rowland,Claude Richard

  	
   

  	
  11232

  	
   

  
	
  Rowland,Robert D

  	
   

  	
  18272

  	
   

  
	
  Ruger,Andrew J

  	
   

  	
  18246

  	
   

  
	
  Ruiz,Deborah A (LTD)

  	
   

  	
  02926

  	
   

  
	
  Rundell,Trent A

  	
   

  	
  09742

  	
   

  
	
  Rushing,Michael R.

  	
   

  	
  17921

  	
   

  
	
  Russell Jr,James M

  	
   

  	
  01649

  	
   

  
	
  Ryan Jr,James R

  	
   

  	
  04504

  	
   

  
	
  Ryan,Paul J.

  	
   

  	
  13233

  	
   

  
	
  Sakhath,Sek

  	
   

  	
  24489

  	
   

  
	
  Saladrigas,Marianne K.

  	
   

  	
  14536

  	
   

  
	
  Sanders,Joseph C

  	
   

  	
  24346

  	
   

  
	
  Sanders,Stephanie A

  	
   

  	
  09305

  	
   

  
	
  Sanders,William M.

  	
   

  	
  09766

  	
   

  
	
  Sann,Deung

  	
   

  	
  24597

  	
   

  
	
  Santana,Catherine

  	
   

  	
  19181

  	
   

  
	
  Santiago,Ernesto

  	
   

  	
  12619

  	
   

  
	
  Sapp,Sean W.

  	
   

  	
  12262

  	
   

  
	
  Sas,Timothy J

  	
   

  	
  02839

  	
   

  
	
  Saunders,John E

  	
   

  	
  24416

  	
   

  
	
  Scappucci,Thomas A

  	
   

  	
  03349

  	
   

  
	
  Scates,Christopher S

  	
   

  	
  24340

  	
   

  
	
  Scheel,Thomas M

  	
   

  	
  01420

  	
   

  
	
  Scheiferstein,George J

  	
   

  	
  03316

  	
   

  
	
  Schicker,Kenneth G

  	
   

  	
  02917

  	
   

  
	
  Schilling,John C.

  	
   

  	
  10476

  	
   

  
	
  Schindell,Bernard J

  	
   

  	
  07385

  	
   

  
	
  Schmidt III,Albert W.

  	
   

  	
  02605

  	
   

  
	
  Schofield,Mary L.

  	
   

  	
  10239

  	
   

  
	
  Schooley,Robert G

  	
   

  	
  00948

  	
   

  
	
  Schoonover,David R.

  	
   

  	
  10530

  	
   

  
	
  Schroeder,Richard S

  	
   

  	
  06387

  	
   

  
	
  Schuck,James D.

  	
   

  	
  11583

  	
   

  
	
  Sciulli,Susan M

  	
   

  	
  08102

  	
   

  
	
  Scott,Ann E.

  	
   

  	
  13923

  	
   

  
	
  Scott,Robert E

  	
   

  	
  01050

  	
   

  
	
  Sebastian,Carolyn

  	
   

  	
  11493

  	
   

  
	
  Sebastian,Ofelia P

  	
   

  	
  24314

  	
   

  
	
  Sedlecky,Daniel P.

  	
   

  	
  09639

  	
   

  
	
  Semple,Robert

  	
   

  	
  19295

  	
   

  
	
  Serban,Vasile

  	
   

  	
  09917

  	
   

  
	
  Sessions,Verlene

  	
   

  	
  10291

  	
   

  
	
  Sexton,David L.

  	
   

  	
  07849

  	
   

  
	
  Shafer,Mark R.

  	
   

  	
  14129

  	
   

  
	
  Sharp,James E.

  	
   

  	
  10316

  	
   

  
	
  Shaw,Donald

  	
   

  	
  24680

  	
   

  
	
  Shears,Donta M

  	
   

  	
  24191

  	
   

  
	
  Sheets,Linda L.

  	
   

  	
  06242

  	
   

  
	
  Shepherd,Joe

  	
   

  	
  10325

  	
   

  
	
  Sheppard,Charles A

  	
   

  	
  24192

  	
   

  
	
  Sherrets,Tina M.

  	
   

  	
  13019

  	
   

  
	
  Sherrill,Judith F

  	
   

  	
  02914

  	
   

  
	
  Shields,Jill

  	
   

  	
  19869

  	
   

  
	
  Shindler,Jeffrey R

  	
   

  	
  03230

  	
   

  
	
  Shindler,Pamela S

  	
   

  	
  02876

  	
   

  
	
  Shirley,Nelson

  	
   

  	
  07788

  	
   

  
	
  Shoureas,Steven D

  	
   

  	
  09921

  	
   

  
	
  Shriver,Jeffrey L

  	
   

  	
  06386

  	
   

  
	
  Siddon,William H

  	
   

  	
  21988

  	
   

  
	
  Siegmund,Gary G

  	
   

  	
  00872

  	
   

  
	
  Silny,Beatrix G.

  	
   

  	
  17736

  	
   

  
	
  Sim,Trop

  	
   

  	
  24269

  	
   

  
	
  Simashkevich,Marlene K

  	
   

  	
  01704

  	
   

  
	
  Simmons,Bryan

  	
   

  	
  11134

  	
   

  
	
  Simpson,Patricia

  	
   

  	
  24675

  	
   

  
	
  Simms,Angie

  	
   

  	
  09594

  	
   

  
	
  Sims III,William H.

  	
   

  	
  09599

  	
   

  
	
  Sims,Jon T

  	
   

  	
  08717

  	
   

  
	
  Singleton,Richard S

  	
   

  	
  24646

  	
   

  
	
  Sink III,Joe E

  	
   

  	
  23949

  	
   

  
	
  Sipes,Karen S

  	
   

  	
  24629

  	
   

  
	
  Sipusich,Peggy

  	
   

  	
  06041

  	
   

  
	
  Siv,Phoeun

  	
   

  	
  24491

  	
   

  
	
  Slinger,Stewart

  	
   

  	
  10475

  	
   

  
	
  Smith Jr,Chester B

  	
   

  	
  04137

  	
   

  
	
  Smith,Bart D

  	
   

  	
  24477

  	
   

  
	
  Smith,David J.

  	
   

  	
  12171

  	
   

  
	
  Smith,David R

  	
   

  	
  22103

  	
   

  
	
  Smith,Gregory A

  	
   

  	
  19416

  	
   

  
	
  Smith,Kenneth

  	
   

  	
  14553

  	
   

  
	
  Smith,Michael F

  	
   

  	
  02850

  	
   

  
	
  Smith,Michael M.

  	
   

  	
  10637

  	
   

  
	
  Smith,Nancy

  	
   

  	
  03007

  	
   

  
	
  Smith,Patricia A

  	
   

  	
  02638

  	
   

  
	
  Smith,Rebecca S.

  	
   

  	
  10040

  	
   

  
	
  Smith,Robert L

  	
   

  	
  01143

  	
   

  
	
  Smith-Stein,Cheryl A

  	
   

  	
  03182

  	
   

  
	
  Snow,Kathryn G

  	
   

  	
  22206

  	
   

  
	
  Snyder,Wayne W.

  	
   

  	
  11331

  	
   

  
	
  So,Sareth

  	
   

  	
  24600

  	
   

  
	
  Solano,Raul

  	
   

  	
  24693

  	
   

  



 


16





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Solitario,Danilo L

  	
   

  	
  03378

  	
   

  
	
  Soran,J. Kelly

  	
   

  	
  08780

  	
   

  
	
  Soufan,Kassem

  	
   

  	
  09676

  	
   

  
	
  Soy,Saroeum S

  	
   

  	
  23927

  	
   

  
	
  Sparacio,Peter F

  	
   

  	
  24531

  	
   

  
	
  Sparino,Cheryl A

  	
   

  	
  01922

  	
   

  
	
  Sparks,Robert J.

  	
   

  	
  11484

  	
   

  
	
  Sprague,Peter M.

  	
   

  	
  07976

  	
   

  
	
  Sprinkle,Vernard

  	
   

  	
  24684

  	
   

  
	
  St Aubin,Jeffery A

  	
   

  	
  00096

  	
   

  
	
  Stacey,Hugh A

  	
   

  	
  04812

  	
   

  
	
  Stagg,James K

  	
   

  	
  04536

  	
   

  
	
  Staller,Keith R

  	
   

  	
  02397

  	
   

  
	
  Stapleton,Tony R.

  	
   

  	
  07482

  	
   

  
	
  Steen,Randy W.

  	
   

  	
  08013

  	
   

  
	
  Stein,Thomas E

  	
   

  	
  02656

  	
   

  
	
  Stempowski,William P

  	
   

  	
  08923

  	
   

  
	
  Stephenson,Dennis L

  	
   

  	
  08038

  	
   

  
	
  Stipe,Dennis R

  	
   

  	
  01127

  	
   

  
	
  Stipe,Jeannette A

  	
   

  	
  00879

  	
   

  
	
  Stonebraker,James W

  	
   

  	
  02390

  	
   

  
	
  Storie,Gary W

  	
   

  	
  09195

  	
   

  
	
  Strauss,Richard F

  	
   

  	
  05259

  	
   

  
	
  Streeton,William M.

  	
   

  	
  11306

  	
   

  
	
  Stricklin,Leroy

  	
   

  	
  18913

  	
   

  
	
  Strouse,Timothy B

  	
   

  	
  13532

  	
   

  
	
  Strube,Donald E

  	
   

  	
  06164

  	
   

  
	
  Strunk,Benjamin J

  	
   

  	
  22260

  	
   

  
	
  Sturdivant,Patricia

  	
   

  	
  24695

  	
   

  
	
  Sumner,Oralia

  	
   

  	
  06011

  	
   

  
	
  Sutton,Jarold A.

  	
   

  	
  14403

  	
   

  
	
  Swanson,Andrew P

  	
   

  	
  00377

  	
   

  
	
  Sweeny,Norma M.

  	
   

  	
  08287

  	
   

  
	
  Swicegood,C. Flynn

  	
   

  	
  10452

  	
   

  
	
  Swicegood,Jeremy S.

  	
   

  	
  10453

  	
   

  
	
  Swiney,Bobby

  	
   

  	
  10454

  	
   

  
	
  Sydnor,William J

  	
   

  	
  03366

  	
   

  
	
  Szabo,David A

  	
   

  	
  03224

  	
   

  
	
  Szabo,David A.

  	
   

  	
  09110

  	
   

  
	
  Szantay,Ronald A

  	
   

  	
  03064

  	
   

  
	
  Tallent,Ruby M

  	
   

  	
  24619

  	
   

  
	
  Tang,Sophy

  	
   

  	
  22174

  	
   

  
	
  Tapie,Charles A

  	
   

  	
  05042

  	
   

  
	
  Tate,Troy A

  	
   

  	
  18454

  	
   

  
	
  Taylor,Arthur L.

  	
   

  	
  10275

  	
   

  
	
  Taylor,William Q

  	
   

  	
  03377

  	
   

  
	
  Terry,Ursula

  	
   

  	
  09592

  	
   

  
	
  Teter,John M.

  	
   

  	
  08020

  	
   

  
	
  Thakur,Sailesh

  	
   

  	
  13568

  	
   

  
	
  Theis,Jeffrey H

  	
   

  	
  08581

  	
   

  
	
  Theiss,Bruce D

  	
   

  	
  11150

  	
   

  
	
  Thelen,Douglas A

  	
   

  	
  06112

  	
   

  
	
  Themsouvanh,Outhai

  	
   

  	
  24348

  	
   

  
	
  Therrien,Donald G

  	
   

  	
  03574

  	
   

  
	
  Thomas,Keith A.

  	
   

  	
  10458

  	
   

  
	
  Thomas,Michael J

  	
   

  	
  01418

  	
   

  
	
  Thome,Raymond F

  	
   

  	
  01279

  	
   

  
	
  Thompson Jr,Edward L

  	
   

  	
  06157

  	
   

  
	
  Thompson,Terry J

  	
   

  	
  04348

  	
   

  
	
  Thornton,Cassandra D

  	
   

  	
  19464

  	
   

  
	
  Thornton,William R.

  	
   

  	
  09900

  	
   

  
	
  Tim,Heiy

  	
   

  	
  24621

  	
   

  
	
  Tlumac,Terry Lee

  	
   

  	
  13818

  	
   

  
	
  Toole,John

  	
   

  	
  08551

  	
   

  
	
  Toth,Veronica R

  	
   

  	
  03447

  	
   

  
	
  Toussaint,Brian A.

  	
   

  	
  13405

  	
   

  
	
  Towers,Richard

  	
   

  	
  06114

  	
   

  
	
  Towler,Ronald P.

  	
   

  	
  10281

  	
   

  
	
  Townsend,Lois T.

  	
   

  	
  08859

  	
   

  
	
  Tran,Sinh

  	
   

  	
  09868

  	
   

  
	
  Trautman,Thomas E.

  	
   

  	
  11089

  	
   

  
	
  Trifiletti,Richard E

  	
   

  	
  00875

  	
   

  
	
  Trifiletti,Suzanne M

  	
   

  	
  02949

  	
   

  
	
  Trinh,Anh N

  	
   

  	
  00962

  	
   

  
	
  Trivette,Frankie R.

  	
   

  	
  14704

  	
   

  
	
  Truitt,Dorothy H.

  	
   

  	
  10293

  	
   

  
	
  Trumpeter,Scott C

  	
   

  	
  06110

  	
   

  
	
  Tucker,Doris N.

  	
   

  	
  09863

  	
   

  
	
  Tucker,Heidi M

  	
   

  	
  03099

  	
   

  
	
  Turner,Clairene

  	
   

  	
  11554

  	
   

  
	
  Turner,Jay M.

  	
   

  	
  17851

  	
   

  
	
  Uhse,John A

  	
   

  	
  03253

  	
   

  
	
  Umanzor,Paula R

  	
   

  	
  24307

  	
   

  
	
  Upchurch,Kenneth S.

  	
   

  	
  08788

  	
   

  
	
  Urbanik,Paul J

  	
   

  	
  03307

  	
   

  
	
  Vaidya,Avinash K

  	
   

  	
  24283

  	
   

  
	
  Valentine,Judith A

  	
   

  	
  11103

  	
   

  
	
  Valerian,Magda T

  	
   

  	
  05298

  	
   

  
	
  Van Treeck,Michael P.

  	
   

  	
  09259

  	
   

  
	
  VanBaalen,Jan K

  	
   

  	
  07332

  	
   

  
	
  Vandehey,Clifford M

  	
   

  	
  06171

  	
   

  
	
  VanHeuveln,Mark J

  	
   

  	
  02578

  	
   

  
	
  VanHoose,Darlene R

  	
   

  	
  04586

  	
   

  
	
  Varju Jr,Julius

  	
   

  	
  02529

  	
   

  
	
  Vaughn,Sophia

  	
   

  	
  24512

  	
   

  
	
  Venable,James W

  	
   

  	
  24470

  	
   

  
	
  Via,Michael A

  	
   

  	
  03571

  	
   

  
	
  Villaron,Frank

  	
   

  	
  01560

  	
   

  



 


17





















 


	
  NAME

  	
   

  	
  EMPLID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vincent,William P

  	
   

  	
  23888

  	
   

  
	
  Vines,Calandra

  	
   

  	
  09669

  	
   

  
	
  Vines,Erick N.

  	
   

  	
  10075

  	
   

  
	
  Vinson,Jason R.

  	
   

  	
  12709

  	
   

  
	
  Vinson,Victor D

  	
   

  	
  02853

  	
   

  
	
  Visk,Michael T

  	
   

  	
  03784

  	
   

  
	
  Vivian,Stanley J.

  	
   

  	
  07965

  	
   

  
	
  Vlha,Bryan F

  	
   

  	
  00816

  	
   

  
	
  Vorhies,Roger E

  	
   

  	
  00637

  	
   

  
	
  Vrabel,Mark D

  	
   

  	
  19614

  	
   

  
	
  Wade,Billie R

  	
   

  	
  24312

  	
   

  
	
  Wadke,Sagar D

  	
   

  	
  08027

  	
   

  
	
  Wagner,James M

  	
   

  	
  24614

  	
   

  
	
  Wah,George N

  	
   

  	
  24266

  	
   

  
	
  Waldrop,Walter R

  	
   

  	
  24044

  	
   

  
	
  Walfridson,Gus A

  	
   

  	
  04055

  	
   

  
	
  Walker Jr.,Fred D.

  	
   

  	
  09352

  	
   

  
	
  Walker,Harold

  	
   

  	
  12664

  	
   

  
	
  Walker,Larry

  	
   

  	
  24694

  	
   

  
	
  Walker,LaToya V

  	
   

  	
  24513

  	
   

  
	
  Wall,Christopher J

  	
   

  	
  24654

  	
   

  
	
  Wallhead,Mark R

  	
   

  	
  02568

  	
   

  
	
  Walsh,Bruce A

  	
   

  	
  01484

  	
   

  
	
  Ward,Nilsa

  	
   

  	
  04120

  	
   

  
	
  Ward,Stephen O.

  	
   

  	
  10149

  	
   

  
	
  Warner,Kimberly D

  	
   

  	
  20148

  	
   

  
	
  Warren,Jonathan G

  	
   

  	
  21973

  	
   

  
	
  Waugh,Juanita L

  	
   

  	
  01256

  	
   

  
	
  Wearsch,Ruth G

  	
   

  	
  00081

  	
   

  
	
  Weaver,Ingrid M

  	
   

  	
  02828

  	
   

  
	
  Weavil,Anita J

  	
   

  	
  24400

  	
   

  
	
  Webb,Yueretia S

  	
   

  	
  24412

  	
   

  
	
  Webster,James W.

  	
   

  	
  05435

  	
   

  
	
  Weiers,Kevin D

  	
   

  	
  19185

  	
   

  
	
  Weisman,Brian E.

  	
   

  	
  08979

  	
   

  
	
  Welch,Stephen E

  	
   

  	
  18345

  	
   

  
	
  White,James D

  	
   

  	
  24446

  	
   

  
	
  Whitehead,David E.

  	
   

  	
  09175

  	
   

  
	
  Whiteside,Christopher S

  	
   

  	
  24467

  	
   

  
	
  Whitfield,Wallace A.

  	
   

  	
  10234

  	
   

  
	
  Whitley,Margaret R.

  	
   

  	
  09043

  	
   

  
	
  Wiemer,James C.

  	
   

  	
  04740

  	
   

  
	
  Wilbanks,Donna M.

  	
   

  	
  04522

  	
   

  
	
  Wilhoite,Tommy E

  	
   

  	
  06170

  	
   

  
	
  Wilkerson,Bodreka A.

  	
   

  	
  11149

  	
   

  
	
  Williams,Cassietta

  	
   

  	
  24677

  	
   

  
	
  Williams,David L

  	
   

  	
  24215

  	
   

  
	
  Williams,Dorothy M

  	
   

  	
  00276

  	
   

  
	
  Williams,LaVerne A.

  	
   

  	
  10286

  	
   

  
	
  Williams,Michelle

  	
   

  	
  24682

  	
   

  
	
  Williams,Reginald

  	
   

  	
  02182

  	
   

  
	
  Williams,Richard C

  	
   

  	
  02632

  	
   

  
	
  Williams-Adamcek,Mary

  	
   

  	
  00155

  	
   

  
	
  Williamson,Elaine M.

  	
   

  	
  09452

  	
   

  
	
  Wills,Vivian W

  	
   

  	
  04520

  	
   

  
	
  Wilshire,Judith E

  	
   

  	
  02203

  	
   

  
	
  Wilshire,Leslie

  	
   

  	
  02612

  	
   

  
	
  Witherspoon,Leslie T

  	
   

  	
  03114

  	
   

  
	
  Witkay,Doug W.

  	
   

  	
  10923

  	
   

  
	
  Witte,Thomas M

  	
   

  	
  05584

  	
   

  
	
  Witter,Lynette J

  	
   

  	
  01064

  	
   

  
	
  Wojnarwsky,Michael W

  	
   

  	
  04549

  	
   

  
	
  Wood,William B

  	
   

  	
  06185

  	
   

  
	
  Woodings,Daniel V

  	
   

  	
  00050

  	
   

  
	
  Woodings,Jeffrey T

  	
   

  	
  03120

  	
   

  
	
  Woodruff,Daniel C

  	
   

  	
  03661

  	
   

  
	
  Workman,Brenda J

  	
   

  	
  09842

  	
   

  
	
  Wortham,Micheal J

  	
   

  	
  24233

  	
   

  
	
  Wright,Elijah B

  	
   

  	
  24510

  	
   

  
	
  Wright,James S

  	
   

  	
  04332

  	
   

  
	
  Wright,Stanley A

  	
   

  	
  01155

  	
   

  
	
  Wyatt,James P

  	
   

  	
  04917

  	
   

  
	
  Wyble,Gerald S

  	
   

  	
  08912

  	
   

  
	
  Yama,Kevin M

  	
   

  	
  06258

  	
   

  
	
  Yama,Ronald A.

  	
   

  	
  05317

  	
   

  
	
  Yancey,David C.

  	
   

  	
  08864

  	
   

  
	
  Yang,Toeur

  	
   

  	
  24634

  	
   

  
	
  Yarbrough,Charles

  	
   

  	
  24692

  	
   

  
	
  Yarrows,Robert E.

  	
   

  	
  14467

  	
   

  
	
  Yin,Savuth

  	
   

  	
  24213

  	
   

  
	
  Yosenick,Robert E

  	
   

  	
  13501

  	
   

  
	
  Young,Charles J

  	
   

  	
  24268

  	
   

  
	
  Yuhos,Joan L

  	
   

  	
  04621

  	
   

  
	
  Zagar,Bernard

  	
   

  	
  09391

  	
   

  
	
  Zagoraki,Eleni

  	
   

  	
  08585

  	
   

  
	
  Zajkowski,Richard H

  	
   

  	
  02864

  	
   

  
	
  Zajkowski,Robert

  	
   

  	
  08291

  	
   

  
	
  Zajkowski,Thomas S

  	
   

  	
  01079

  	
   

  
	
  Zaree,Bakhtiar G

  	
   

  	
  03832

  	
   

  
	
  Zavaleta,Silviano M

  	
   

  	
  24633

  	
   

  
	
  Zaworski,Richard A

  	
   

  	
  06193

  	
   

  
	
  Ziemnik,Richard A

  	
   

  	
  02144

  	
   

  
	
  Zimmerman,Thomas P

  	
   

  	
  04024

  	
   

  



 


18





















 


Schedule 1.1C

Global Patent Licenses


 


1.                                       License Agreement, dated April 1, 2002,
by and between Marconi Corporation plc and Alcatel.  (This Contract is a Group Contract which will
not be transferred to the Purchasers at the Closing.  MCI has not made available to the Purchasers
a true and complete copy of this Contract. However, at the Closing, Marconi
will grant a sublicense to a Purchaser pursuant to the Sublicense.)


 


2.                                       License Agreement, dated January 1,
2001, by and between Marconi Corporation plc and Lucent Technologies GRL
Corp.  (This Contract is a Group Contract
which will not be transferred to the Purchasers at the Closing.  MCI has not made available to the Purchasers
a true and complete copy of this Contract.)


 


3.                                       Agreement, dated December 1, 1999, by
and between Marconi Corporation plc and Lemelson Medical, Education and
Research Foundation, Limited Partnership. (This Contract is a Group Contract
which will not be transferred to the Purchasers at the Closing.  MCI has not made available to the Purchasers
a true and complete copy of this Contract.)


 


4.                                       License Agreement, dated January 1,
2000, by and between Marconi Corporation plc and IBM Corp.  (This Contract is a Group Contract which will
not be transferred to the Purchasers at the Closing.  However, the Purchasers have the right,
subject to the terms thereof, to seek their own license under this license
agreement.)


 


19





















 


Schedule 1.1D


Marconi
Guarantees


 


1.                                       Letter of Credit, dated June 23, 2004,
between Marconi Communications, Inc., Bank One and Ohio Bureau of Worker’s
Compensation.


 


2.                                       Items 5 and 6 of Schedule 4.14(b) are
incorporated herein by reference.


 


20





















 


Schedule 1.1E

Permitted Liens on Real Property


 


1.                                       The property located in Lorain, OH commonly
known as 1122 F Street, Lorain, OH and comprised of the following properties:


 


a.                                       Plant 1: 1122 “F” Street.


 


b.                                      Plant 2: 1313 “G” Street.


 


c.                                       Plant 3: 1350 “G” Street.


 


d.                                      Plant 4: 1522 Iowa Avenue.


 


e.                                       Plant 5: 1580 Iowa Avenue, 1225 Colorado
Avenue.


 


f.                                         Merit Building (Maintenance Shop): 1135 “G”
Street.


 


g.                                      The wooden building (FCC Building) connected
by the tunnel to Plant 1: 1117 “G” Street.


 


h.                                      The fenced parking lot: 1603 Iowa Avenue.


 


The Transferred Owned Real Property located at 1122
F Street, Lorain, OH is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, Commitment # 24510510 with an effective date of May 27,
2004, subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


2.                                       325 Welcome Center Blvd., Welcome, NC.


 


The Transferred Owned Real Property located at 325
Welcome Center Blvd., Welcome, NC is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, NBU #020401769 with an effective date of May 26, 2004,
subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


3.                                       104 Wiley Road, LaGrange, GA.


 


The Transferred Owned Real Property located at 104
Wiley Road, LaGrange, GA is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, NBU #020401848 with an effective date of June 5, 2004,
subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


4.                                       122 Edward St., St. Thomas, Ontario, Canada.


 


21





















 


The Transferred Owned Real Property located at 122
Edward St., St. Thomas, Ontario, Canada is subject to the following Liens:


 


a.                                       The reservations, limitations, provisos and
conditions, if any, expressed in any original grant from the Crown (as such
term is used and understood under the laws and customs of Canada) of any real
property or any interest therein or in any comparable grant in jurisdictions
other than Canada, provided they do not materially reduce the value of the
Asset so affected or materially interfere with its use in the operation of the
Business;


 


b.                                      Liens given to a public utility or any
Governmental Authority when required by such utility or Governmental Authority
in connection with the operation of the Business or the ownership of the
Assets, provided that the Liens do not materially reduce the value of the Asset
so affected or materially interfere with its use in the operation of the Business
provided that such Liens do not secure indebtedness for borrowed money, and
that all amounts due at or prior to Closing are paid as of the Closing;


 


c.                                       Servicing agreements, development agreements,
site plan agreements, and other agreements including, without limitation, any
obligations to deliver letters of credit and other security as required, with
Governmental Authorities pertaining to the use or development of any of the
Assets, provided they are complied with and do not materially reduce the value of
any Asset so affected or materially interfere with its use in the operation of
the Business; and


 


d.                                      Applicable municipal and other governmental
restrictions, including municipal by-laws and regulations, affecting the use of
land or the nature of any structures which may be erected on the land, provided
such restrictions have been complied with and do not materially reduce the
value of the Asset so affected or materially interfere with its use in the
operation of the Business.


 


22





















 


Schedule 1.1F

Purchasers’ Knowledge


 


1.                                       Bob Cox


 


2.                                       Michael Keating


 


3.                                       Rein Turn


 


23





















 


Schedule 1.1G

Retained IT Assets


 


1.                                       Video Bridge located in Pittsburgh, PA shared
with Network Components.


 


2.                                       CSS Horizon (Payroll and HR system) hardware
located in Cleveland, OH data center.  
Exception being the EMC disc array that is shared with the Network
Components SAP system.


 


3.                                       All BBRS disaster recovery hardware located
in the Cleveland, OH data center.


 


4.                                       FTP server located in Pittsburgh, PA shared
with Network Components.


 


5.                                       Secure.Marconi.com hardware located in
Pittsburgh, PA shared with Network Components.


 


6.                                       Getpaid server located in Cleveland, OH data
center shared with Network Components.


 


24










 










 


Schedule 1.1H

Sellers’ Knowledge


 


1.                                       Richard McPhail


 


2.                                       Steve Barto


 


3.                                       Dave Smith


 


4.                                       Dennis Del Campo


 


5.                                       Mark Pentz


 


6.                                       Steve McKinney


 


7.                                       Cynthia Jacovetty


 


8.                                       Dusty Becker


 


25





















 


Schedule 1.1I

Shared Contracts


 


Shared
Customer Contracts.


 


1.                                       Maintenance and Support Agreement, No.
01-1367-MNT, dated September 18, 2001, between Marconi Communications, Inc. and
Qwest Business Resources, Inc.


 


2.                                       System Purchase Agreement, No. 01-355-PUR,
dated as of October 29, 2001, between Grande Communications, Inc. and Marconi
Communications, Inc. (Certain rights and obligations of MCI under this Contract
not related to the Business were assigned to Advanced Fibre Access Corporation
pursuant to the Consent to Assignment Agreement, dated February 20, 2004,
between Marconi Communications, Inc. and Grande Communications, Inc.)


 


3.                                       Letter Agreement, No. 01-355-LOA, dated as of
December 16, 2002, from Grande Communications, Inc. (William Morrow) to
Marconi Communications, Inc.


 


4.                                       General Agreement, No. GA0034D, No.
97-137-PUR, dated March 20, 1998, between AT&T Corp. and RELTEC
Communications, Inc. (as amended) (Supplemental Agreement No. 1 to the General
Agreement does not pertain to the operation of the Business).


 


5.                                       Value Added Reseller Agreement, No.
99-643-VAR, dated March 16, 2000, by and between Marconi Communications, Inc.
and Somera Communications (as amended).


 


Shared
Vendor Contracts.


 


1.                                       Master Terms of Service, No. 03-0560-T&C,
dated March 20, 2000, between Sun Microsystems, Inc. and Marconi
Communications, Inc.


 


2.                                       Agreement for Training Services, No.
01-273-IND, dated April 6, 2001, between Productivity Point International, Inc.
and Marconi Communications, Inc.


 


3.                                       Agreement, No. 00-129-LOA, dated April 14, 2000,
between Primary Network Communications, Inc. and Marconi Communications, Inc.


 


4.                                       Independent Contractor Agreement, No.
01-199-IND, February 26, 2001, between Jigsaw Solutions, Ltd. and Marconi
Communications, Inc.


 


5.                                       Consulting and Confidentiality Agreement, No.
01-280-CON, dated April 9, 2001, between Telwares Communications, LLC and
Marconi Communications, Inc.


 


6.                                       Limited Agency Agreement, No. 01-366-OTH,
dated April 17, 2001, between Connecticut General Benefit Payments, Inc., LINA
Benefit Payments, Inc. and Equicor, Inc. and Connecticut General Life Insurance
Company, Life Insurance Company of 


 


26





















 


North America, CIGNA Life Insurance Company of New York and Equicor,
Inc. and Marconi Communications, Inc.


 


7.                                       Control System Service Agreement, No.
01-926-MNT, dated July 31, 2001, between Energy Management Specialists, Inc.
and Marconi Communications, Inc.


 


8.                                       Independent Contractor Agreement, No.
00-303-IND, dated May 16, 2000, between Marconi Communications, Inc. and Apex
Solutions, Inc. (as amended).


 


9.                                       Independent Contractor Agreement, No.
04-0109-IND, dated February 24, 2004, between Marconi, Inc. and SafeQuest
International Corp.


 


10.                                 Affirmative Action Planning Outsourcing
Agreement, No. 01-698-SVC, dated May 7, 2001, between Marconi Communications,
Inc. and Peopleclick, Inc. (as amended).


 


11.                                 Master Professional Services Subcontract
Agreement, No. 01-279-SUB, dated March 15, 2001, between Marconi
Communications, Inc. and Financial Strategies Group, LLC.


 


12.                                 Operating Lease No. 2742, No. 92-175-LSE,
dated September 23, 1992, between PHH FleetAmerica Corporation and Reliance
Electric Company.


 


13.                                 Personal Use Taxable Benefit Reporting
Agreement No. 7275, No. 01-1148-SVC, dated January 22, 2001, between Marconi
Communications, Inc. and PHH Vehicle Management Services, LLC.


 


14.                                 Travel Agency Agreement, No. 97-130-OTH,
dated September 1, 1997, between Abbey Travel, Ltd. and RELTEC Corporation.


 


Shared
Distributor Contracts.


 


1.                                       Sales Representative Agreement, No.
00-0800-SRP, dated June 1, 2000, between Marconi Communications, Inc. and
Perfitemp (as modified and as assigned by Marconi Communications, Inc. to
Marconi Colombia, S.A.).


 


2.                                       Distributor Agreement, dated June 1, 2000,
between Marconi Communications, Inc. and Perfitemp (as modified and as assigned
by Marconi Communications, Inc. to Marconi Colombia, S.A.).


 


Shared
Intellectual Property Licenses.


 


1.                                       Cross License Agreement, dated February 20,
2004, by and among Marconi IP, Marconi Communications, Inc., Marconi
Corporation plc, Marconi UK Intellectual Property Limited, Marconi
Communications SpA, Marconi Communications GmbH, Advanced Fibre Access
Corporation, and, with respect to Section 6.15 thereto only, Advanced Fibre
Communications, Inc.


 


27





















 


Shared
IT Contracts.


 


1.                                       Agreement to Enter Partnership, No.
99-101-OTH-2, No. 99-101-SVC, dated November 3, 1999, between KII
Telecommunications Partners and Marconi Communications, Inc.


 


2.                                       Agreement to Enter Partnership, No.
99-101-OTH-1, No. 99-101-SVC, dated March 10, 1999, between KII
Telecommunications Partners and RELTEC Communications, Inc.


 


3.                                       Participation Agreement and Irrevocable
Guaranty, No. 99-101-OTH, dated December 17, 1999, between AT&T Corp.
and Marconi Communications, Inc., and is consented to by K-II
Telecommunications Partners, Inc.


 


4.                                       Contingent Network Services (Secur-id)
Software Maintenance and Support Agreement. 
Commencing August 1, 2003 through July 31, 2004 (MCI has not been able
to locate a true and complete copy of the license agreement relating to the
maintenance agreement set forth above and has therefore not made available to
the Purchasers a true and complete copy of such license agreement.)


 


5.                                       Software License Agreement, No. 99-695-SWL,
dated June 30, 1999, between Software Experts, Inc. (d/b/a GETPAID Software)
and Marconi Communications, Inc.


 


6.                                       IBM Lotus International Passport Advantage
Agreement, No. 99-698-SWL, dated July 24, 1998 between IBM Lead Company
and Reltec Corporation.


 


7.                                       Microsoft Select Master Agreement, No.
01-04759, dated November 25, 1997 between RELTEC Corporation and Microsoft
Corporation; Addendum A to Microsoft Select Master Agreement, dated July 1,
1998.


 


8.                                       Corporate License Agreement, No. 98-183-LIC,
dated May 6, 1998, between Reltec Corporation and Novell.


 


9.                                       Master Agreement, No. MA-01-02, dated March
31, 2002, by and between Dun & Bradstreet, Inc. and Marconi Communications,
Inc.


 


10.                                 Vertex Inc. End-User License, Contract No.
96-414-LIC, dated November 27, 1996, between Vertex Inc. and Reltec
Corporation.


 


11.                                 Trial Software License Agreement, Contract
No. 01-1006, SWL, dated September 10, 2001, between Vertex Inc. and Marconi
Communications, Inc.


 


12.                                 Remote Access Environment (UUNet) services
provided by MCI (f/k/a/ WorldCom Inc.) to Marconi Communications, Inc. for PC
Remote Access. (MCI has not been able to locate a true and complete copy of
this Contract and has therefore not made available a true and complete copy to
the Purchasers.)


 


28





















 


13.                                 Brio Maintenance and Support Agreement, No.
99-693-MNT, dated April 1, 1999, between Brio Technology Inc. and RELTEC
Communication Inc.


 


14.                                 Contract No. 95-174-LIC, dated October 20,
1995, between Vertex Inc. and Reliance Comm/Tec.


 


15.                                 Software Maintenance and Support Agreement
for Mcafee, Coverage dates:  April 1,
2004 – March 31, 2005.


 


16.                                 In addition to the IT Contracts set forth
above, the Sellers license from licensors certain software set forth
below.  (MCI has not been able to locate
true and complete copies of the Contracts relating to the software tools set
forth below and has therefore not made available to the Purchaser true and
complete copies of such Contracts.)


 


Software Tool


 


CSS Horizon Web-site.


 


Other
Shared Contracts.


 


1.                                       Agreement, No. 02-0841-OTH, dated June 20,
2002, between Marconi Communications, Inc. and Isocore Corporation.


 


2.                                       Contractor Agreement, No. 02-0269-OTH, dated
May 14, 2002, between Marconi Communications, Inc. and Lante Corporation.


 


29





















 


Schedule 1.1J

Transferred IT Assets


 


1.                                       All EMC equipment obtained through the EMC
lease buy out of March 31, 2004.


 


2.                                       All HP equipment obtained through the HP
lease buy out of June 30, 2004.


 


3.                                       D&B Ram server located in the Cleveland,
OH data center shared with BBRS.


 


4.                                       BRIO server located in the Cleveland, OH data
center shared with BBRS.


 


5.                                       Vertex server located in the Cleveland, OH
data center shared with BBRS.


 


30





















 


Schedule 1.1K

Transferred IT Contracts


 


1.                                       Software License Agreement, dated March 26,
1999, between ACTA Technology, Inc. and RELTEC Communications, Inc.


 


2.                                       RedBrick License Agreement and Maintenance
and Support Agreement, dated March 19, 1999, between SYSIX Technologies and
RELTEC Communications, Inc.


 


3.                                       Software License Agreement, No. 00-010-SWL,
dated March 21, 2000, between EMC Corporation and Marconi Communications, Inc.
(as amended).


 


4.                                       Software End User License Agreement, No.
97-351-LIC, dated November 3, 1997, between Extensity Software, Inc. and RELTEC
Corporation.


 


5.                                       Enterprise System License Agreement, No.
97-360-LIC, dated December 17, 1997, between GE Information Services, Inc. and
RELTEC Corporation (as amended).


 


6.                                       License Agreement, No. 99-694-SWL,dated
December 21, 1999, by and between IXOS Software, Inc. and Marconi
Communications, Inc.; Consulting Services Agreement, dated December 21, 1999,
by and between IXOS Software, Inc. and Marconi Communications, Inc. Software
Maintenance Agreement, No. 99-694-SWL, dated December 21, 1999, by and between
IXOS Software, Inc. and Marconi Communications, Inc.


 


7.                                       Software License Agreement No. 99-124-LIC,
dated April 22, 1999, between Mercury Interactive Corporation and RELTEC.


 


8.                                       License Agreement, No. 99-192-LIC, dated
March 25, 1999, between Pinnacle SoftCom Corporation and RELTEC.


 


9.                                       SAP America, Inc. R/3 Software End-User Value
License Agreement, No. 99-689-SWL, dated April 4, 1997, between SAP America, Inc.
and RELTEC Corporation (as amended).


 


10.                                 Non-Exclusive License Agreement No.
99-419-DEV dated August 26, 1999 between Marconi Communications, Inc. and
Symmetry Corporation.


 


11.                                 ATL Products under Software Maintenance and
Support Agreement; Coverage dates: February 1, 2004 - January 31, 2005


 


12.                                 Bottom Line under Software Maintenance and
Support Agreement; Coverage dates: February 1, 2004 - January 31, 2005


 


13.                                 Cadre Computers (Checkpoint Software) under
Software Maintenance and Support Agreement; Coverage dates: January 1, 2004 -
December 31, 2004


 


31





















 


14.                                 CIM Concepts under Software Maintenance and
Support Agreement; Coverage dates: January 1, 2004 - December 31, 2004


 


15.                                 HP (Omniback Software) under Software
Maintenance and Support Agreement; Coverage dates: April 1, 2004 - March 31,
2005


 


16.                                 Network Associates under Software Maintenance
and Support Agreement; Coverage dates: April 1, 2004 - March 31, 2004


 


17.                                 Brio Maintenance and Support Agreement, No.
99-693-MNT, dated April 1, 1999, between Brio Technology Inc. and RELTEC
Communications Inc. (3.95.36)


 


18.                                 Agreement to Enter Partnership, No.
99-101-OTH-2, No. 99-101-SVC, dated November 3, 1999, between KII
Telecommunications Partners and Marconi Communications, Inc.


 


19.                                 Agreement to Enter Partnership, No.
99-101-OTH-1, No. 99-101-SVC, dated March 10, 1999, between KII
Telecommunications Partners and RELTEC Communications, Inc.


 


20.                                 Participation Agreement and Irrevocable
Guaranty, No. 99-101-OTH, dated December 17, 1999, between AT&T Corp. and
Marconi Communications, Inc. and is consented to by K-II Telecommunications
Partners, Inc.


 


21.                                 Microsoft Select Master Agreement, No.
01-04759, dated November 25, 1997 between RELTEC Corporation and Microsoft
Corporation; Addendum A to Microsoft Select Master Agreement, dated July 1,
1998.


 


22.                                 Trial Software License Agreement, Contract
No. 01-1006-SWL, dated September 10, 2001, between Vertex Inc. and Marconi
Communications, Inc.


 


23.                                 Remote Access Environment (UUNet) services
provided by MCI (f/k/a WorldCom Inc.) to Marconi Communications, Inc. for PC
Remote Access.


 


24.                                 Software License Agreement, No. 481684-9
between Connectria and Marconi Communications Inc.


 


25.                                 In addition to the IT Contracts set forth above,
the Sellers license from licensors certain software set forth below. (MCI has
not been able to locate true and complete copies of the Contracts relating to
the software tools set forth below and has therefore not made available to the
Purchaser true and complete copies of such Contracts.)


 


Software Tool


 


CSS
Horizon Web-site.


 


Quantum
Software


 


32





















 


Schedule 1.1L

Transferred Owned Real Property


 


Real
Properties to be transferred by MCI.


 


1.                                       325 Welcome Center Blvd., Welcome, NC.


 


2.                                       The property located in Lorain, OH commonly
known as 1122 F Street, Lorain, OH and comprised of the following properties:


 


a.                                       Plant 1: 1122 “F” Street.


 


b.                                      Plant 2: 1313 “G” Street.


 


c.                                       Plant 3: 1350 “G” Street.


 


d.                                      Plant 4: 1522 Iowa Avenue.


 


e.                                       Plant 5: 1580 Iowa Avenue, 1225 Colorado
Avenue.


 


f.                                         Merit Building (Maintenance Shop): 1135 “G”
Street.


 


g.                                      The wooden building (FCC Building) connected
by the tunnel to Plant 1: 1117 “G” Street.


 


h.                                      The fenced parking lot: 1603 Iowa Avenue.


 


3.                                       104 Wiley Road, LaGrange, GA.


 


Real
Property to be transferred by Marconi Communications Canada Inc.


 


1.                                       122 Edward St., St Thomas, Ontario, Canada.


 


33





















 


Schedule 1.1M

Transferred Patents


 


[***]


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


34





















 


Schedule 1.1N

Transferred Real Property Leases


 


Real
Property Leases to be transferred by MCI.


 


1.                                       3145 Avalon Ridge Place, Suite 100, Norcross,
GA.


 


a.                                       Agreement of Lease, dated April 27, 2004, by
and between DA Avalon Center, LLC and Marconi Communications, Inc.


 


2.                                       38727 Taylor Woods Parkway, North Ridgeville,
OH.


 


a.                                       Lease, dated August 31, 1999, by and between
McKeon, Ltd. and Marconi Communications, Inc.


 


3.                                       801 W. Mineral Avenue, Suite 203, Littleton,
CO.


 


a.                                       Lease, dated December 17, 2003, by and
between Burger Investments FLP and Marconi Communications, Inc.


 


4.                                       1019 Entry Drive, Bensenville, IL.


 


a.                                       Lease Agreement, dated August 16, 1997, by
and between LaSalle National Trust N.A. and RELTEC Corporation, as amended by
that certain First Lease Amendment dated February 1, 1998.


 


5.                                       5113 Pacific Hwy East, Suites 1 to 5, Fife,
WA.


 


a.                                       Business Park Lease, dated March 6, 1995, by
and between Fife Business Park and Reliance Comm/Tec Corporation.


 


6.                                       4350 Weaver Parkway, Warrenville, IL.


 


a.                                       Industrial Space Lease Agreement, dated July
22, 1997, by and between McShane Corporation and RELTEC Corporation, as amended
by that certain First Amendment to Lease dated February 18, 1998 and by that
certain Second Amendment to Lease dated May 30, 2001.


 


7.                                       1100 Rock Creek Elementary Dr., Sts 1 &
2, O’Fallon, MO.


 


a.                                       Commercial Lease Agreement, dated October 22,
2002, by and between Lincoln Development, LLC and Marconi Communications, Inc.


 


8.                                       3374 Old Lexington Road, Winston-Salem, NC.


 


a.                                       Lease Agreement, dated May 21, 2003, by and
between Salem Business Park, L.L.C. and Marconi Communications, Inc.


 


35





















 


9.                                       1400 Lowell Street, Elyria, OH.


 


a.                                       Lease, dated February 22, 2003, by and
between Northern Ohio Associates Limited Partnership and Marconi
Communications, Inc.


 


10.                                 39111 Centre Ridge Road, North Ridgeville,
OH.


 


a.                                       Lease, dated January 21, 2003, by and between
Chapin Warehousing, Inc. and Marconi Communications, Inc.


 


11.                                 349 W. Main Street, Hendersonville, TN.


 


a.                                       Lease Agreement, dated October 9, 2002, by
and between The Don G. Mercer Family Trust d/b/a Mercer Properties and Marconi
Communications, Inc.


 


12.                                 3960 Sandshell Drive, Fossil Creek Center,
Ft. Worth, TX.


 


a.                                       Lease, dated May 10, 2004, by and between
Fossil Creek Crown Partners, Ltd. and Fossil Creek Crown Investments, Inc. and
Marconi Communications, Inc.


 


13.                                 Meadowbrook Industrial, Toccoa, GA.


 


a.                                       Oral, month-to-month lease.


 


14.                                 397 N. Main Street, Manchester, CT.


 


a.                                       Lease Agreement, dated December   ,
2003, by and between Frank J.T. Strano and Marconi Communications, Inc.


 


15.                                 5900 Landerbrook, Mayfield Heights, OH.


 


a.                                       Office lease agreement, dated December 5,
1996, by and between Duke Realty Limited Partnership and RELTEC Corporation, as
amended by that certain First Lease Amendment dated September 10, 1997, by that
certain Second Lease Amendment dated February 25, 1998, by that certain Third
Lease Amendment dated August 28, 1998 and by that certain Fourth Lease
Amendment dated September 20, 2002.


 


Real
Property Lease to be transferred by Marconi Canada.


 


1.                                       39 Burwell Rd., St. Thomas Ontario, Canada.


 


a.                                       Lease, dated, January 14, 2004, by and
between 1330452 Ontario Limited and Marconi Communications Canada Inc.


 


36





















 


Real
Property Leases to be transferred by Marconi Mexico.


 


1.                                       Metepec 112, San
Andrés Atoto, Municipio Naucalpan de Juárez, Estado de México (Warehouse).


 


a.                                       Lease, dated April 1, 2003, by and between
Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


2.                                       Metepec 110, San
Andrés Atoto, Municipio Naucalpan de Juárez, Estado de México (Plant IV).


 


a.                                       Lease, dated August 1, 2003, by and between
Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


3.                                       Calle Cuatro No.
1, Fraccionamiento Industrial Alce Blanco, Naucalpan de Juárez, Estado de
México; No. 1 (Plant II); No. 1-A (Plant II); No. 1-C (Plant II.5); No. 1-D
(Plant III); No.1-E (TOCCOA).


 


a.                                       Lease, dated September 1, 2002, by and
between Inmobiliaria Quetzal, S.A. de C.V and Marconi México.


 


4.                                       San Andrés Atoto No. 165-A-B-C-D (Plant
1/IV).


 


a.                                       Lease, dated November 1, 2002, by and between
Mrs. Ma. Daisy Hasbun Cassis and Marconi México.


 


5.                                       Av. Primero de
Mayo No. 230, Naucalpan Estado de México (EF&I).


 


a.                                       Lease, dated November 1, 2002, by and between
Mrs. Sandra Hasbun Hasbun and Marconi México.


 


6.                                       Av. Primero de
Mayo No. 232, Naucalpan Estado de México (EF&I).


 


a.                                       Lease, dated
November 1, 2003, by and between Banco Mercantil del Norte, S.A., Institución
de Banca Múltiple, Grupo Financiero Banorte and Marconi México.


 


7.                                       Amargura No. 60,
Colonia Parques de la Herradura en Huixquilucan, Estado de México (Corporate
& Commercial Offices).


 


a.                                       Lease, dated
October 15, 1999, by and between Inmobiliaria Lizme, S.A. de C.V. and Reltec de
México, S.A. de C.V. (currently Marconi Mexico).


 


37





















 


Schedule 1.1O

Transferred Technology


 


[***]


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


38





















 


Schedule 1.1P

Transferred Registered Trademarks


 


	
  Mark

  	
   

  	
  Docket
  No.

  	
   

  	
  Your
  Ref.

  	
   

  	
  Country

  	
   

  	
  Class(es)

  	
   

  	
  Reg. No.

  	
   

  	
  Reg.
  Date

  	
   

  	
  App. No.

  	
   

  	
  Filed

  	
   

  	
  Renewal

  
	
  NEXTSTEP

  	
   

  	
  RCTZ500030

  	
   

  	
  T/2125.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  2,115,573

  	
   

  	
  25NO1997

  	
   

  	
  75/136,432

  	
   

  	
  19JL1996

  	
   

  	
  25NO2007

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00039

  	
   

  	
  T/2126.US1

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  621,756

  	
   

  	
  21FE1956

  	
   

  	
  689,229

  	
   

  	
  09JE1955

  	
   

  	
  21FE2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00041

  	
   

  	
  T/2126.US2

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  774,878

  	
   

  	
  11AU1964

  	
   

  	
  175,590

  	
   

  	
  22AU1963

  	
   

  	
  11AU2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048

  	
   

  	
  T/2126.US3

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  1,075,411

  	
   

  	
  18OC1977

  	
   

  	
  100,036

  	
   

  	
  16SE1976

  	
   

  	
  18OC2007

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 AR

  	
   

  	
  T/2126.AR09

  	
   

  	
  Argentina

  	
   

  	
  9

  	
   

  	
  1,611,431

  	
   

  	
  13AU1996

  	
   

  	
  1,997,034

  	
   

  	
   

  	
   

  	
  13AU2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 BN

  	
   

  	
  T/2126.BN09

  	
   

  	
  Benelux

  	
   

  	
  9

  	
   

  	
  343,847

  	
   

  	
  24AU1977

  	
   

  	
  617,929

  	
   

  	
  01MR1977

  	
   

  	
  01MR2007

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048BR

  	
   

  	
  T/2126.BR9.2

  	
   

  	
  Brazil

  	
   

  	
  9.2

  	
   

  	
  819381829

  	
   

  	
  23MR1999

  	
   

  	
  819381829

  	
   

  	
  17JL1996

  	
   

  	
  23MR2009

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048BR

  	
   

  	
  T/2126.BR9.1

  	
   

  	
  Brazil

  	
   

  	
  9.1

  	
   

  	
  81938137

  	
   

  	
  22JE1999

  	
   

  	
  81938137

  	
   

  	
  17JL1996

  	
   

  	
  22JE2009

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 CA

  	
   

  	
  T/2126.CA21

  	
   

  	
  Canada

  	
   

  	
  N/A

  	
   

  	
  202,166

  	
   

  	
  04OC1974

  	
   

  	
  365,332

  	
   

  	
  12JE1973

  	
   

  	
  04OC2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048CH

  	
   

  	
  T/2126.CH09

  	
   

  	
  Chile

  	
   

  	
  9

  	
   

  	
  558,359

  	
   

  	
  12JA2000

  	
   

  	
  456,252

  	
   

  	
  28JL1999

  	
   

  	
  12JA2010

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 CN

  	
   

  	
  T/2126.CN09

  	
   

  	
  China

  	
   

  	
  9

  	
   

  	
  1066021

  	
   

  	
  28JL1997

  	
   

  	
  960065870

  	
   

  	
  03JE1996

  	
   

  	
  28JL2007

  



 


39





















 


	
  Mark

  	
   

  	
  Docket
  No.

  	
   

  	
  Your
  Ref.

  	
   

  	
  Country

  	
   

  	
  Class(es)

  	
   

  	
  Reg. No.

  	
   

  	
  Reg.
  Date

  	
   

  	
  App. No.

  	
   

  	
  Filed

  	
   

  	
  Renewal

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 CR

  	
   

  	
  T/2126.CR09

  	
   

  	
  Costa Rica

  	
   

  	
  9

  	
   

  	
  83241

  	
   

  	
  15JL1993

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  15JL2013

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 EU

  	
   

  	
  T/2126.CT09

  	
   

  	
  Europe

  	
   

  	
  9

  	
   

  	
  130641

  	
   

  	
  06OC1998

  	
   

  	
  130641

  	
   

  	
  01AP1996

  	
   

  	
  01AP2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 FR

  	
   

  	
  T/2126.FR09

  	
   

  	
  France

  	
   

  	
  9

  	
   

  	
  1,394,834

  	
   

  	
  19FE1987

  	
   

  	
  241,581

  	
   

  	
  09MR1977

  	
   

  	
  18FE2007

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 GE

  	
   

  	
  T/2126.GE09

  	
   

  	
  Germany

  	
   

  	
  9

  	
   

  	
  972,906

  	
   

  	
  27JE1978

  	
   

  	
  L21 595.9 WZ

  	
   

  	
  10MR1977

  	
   

  	
  31MR2007

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 HK

  	
   

  	
  T/2126.HK09

  	
   

  	
  Hong Kong

  	
   

  	
  9

  	
   

  	
  07049

  	
   

  	
  07JE1999

  	
   

  	
  96.1131

  	
   

  	
  10SE1996

  	
   

  	
  10MR2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 ID

  	
   

  	
  T/2126.ID07

  	
   

  	
  Indonesia

  	
   

  	
  7

  	
   

  	
  350830

  	
   

  	
  17DE1996

  	
   

  	
  H4H001012099

  	
   

  	
  18NO1994

  	
   

  	
  10NO2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 IN

  	
   

  	
  T/2126.IN09

  	
   

  	
  India

  	
   

  	
  9

  	
   

  	
  728105B

  	
   

  	
  17FE2003

  	
   

  	
  728105

  	
   

  	
  16AP1996

  	
   

  	
  16AP2010

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 KR

  	
   

  	
  T/2126.KR39

  	
   

  	
  Korea

  	
   

  	
  39

  	
   

  	
  97461

  	
   

  	
  22DE1983

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  22DE2003

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 MA

  	
   

  	
  T/2126.MA09

  	
   

  	
  Malaysia

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MA.5511.96

  	
   

  	
  24MY1996

  	
   

  	
   

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 MX

  	
   

  	
  T/2126.MX

  	
   

  	
  Mexico

  	
   

  	
  21,7,8, 9,11,12,16,17

  	
   

  	
  191083

  	
   

  	
  07DE1988

  	
   

  	
   

  	
   

  	
  07DE1988

  	
   

  	
  Late Renewal due
  07JE2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 PE

  	
   

  	
  T/2126.PE09

  	
   

  	
  Peru

  	
   

  	
  9

  	
   

  	
  090628

  	
   

  	
  23AP1991

  	
   

  	
  179587

  	
   

  	
  21DE1990

  	
   

  	
  23AP2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 SA

  	
   

  	
  T/2126.SA09

  	
   

  	
  S. Africa

  	
   

  	
  9

  	
   

  	
  1,075,411

  	
   

  	
  27MR1979

  	
   

  	
  79.1668

  	
   

  	
  18OC1977

  	
   

  	
  27MR2009

  



 


40





















 


	
  Mark

  	
   

  	
  Docket
  No.

  	
   

  	
  Your
  Ref.

  	
   

  	
  Country

  	
   

  	
  Class(es)

  	
   

  	
  Reg. No.

  	
   

  	
  Reg.
  Date

  	
   

  	
  App. No.

  	
   

  	
  Filed

  	
   

  	
  Renewal

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 SI

  	
   

  	
  T/2126.SI09

  	
   

  	
  Singapore

  	
   

  	
  9

  	
   

  	
  S.5232.96

  	
   

  	
  23MY1996

  	
   

  	
  S.5232.96

  	
   

  	
  23MY1996

  	
   

  	
  23MY2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 TA

  	
   

  	
  T/2126.TA09

  	
   

  	
  Taiwan

  	
   

  	
  9

  	
   

  	
  134222

  	
   

  	
  01JE1990

  	
   

  	
  134222

  	
   

  	
  01JE1990

  	
   

  	
  31MY2010

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 TH

  	
   

  	
  T/2126.TH09

  	
   

  	
  Thailand

  	
   

  	
  9

  	
   

  	
  64644

  	
   

  	
  31OC1997

  	
   

  	
  317390

  	
   

  	
  16SE1996

  	
   

  	
  13SE2006

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 VE

  	
   

  	
  T/2126.VE21

  	
   

  	
  Venezuela

  	
   

  	
  21

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18911-90

  	
   

  	
  06NO1990

  	
   

  	
   

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00048 VI

  	
   

  	
  T/2126.USVL

  	
   

  	
  Viet Nam

  	
   

  	
  9

  	
   

  	
  13842

  	
   

  	
  19JA1994

  	
   

  	
  13842

  	
   

  	
   

  	
   

  	
  19JA2004

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00052

  	
   

  	
  T/2126.US

  	
   

  	
  U.S.

  	
   

  	
  37,41, 42

  	
   

  	
  1,100,985

  	
   

  	
  29AU1978

  	
   

  	
  148,349

  	
   

  	
  14NO1977

  	
   

  	
  29AU2008

  
	
  LORAIN

  	
   

  	
  RCTZ 5 00052 BR

  	
   

  	
   

  	
   

  	
  Brazil

  	
   

  	
  37

  	
   

  	
  006298982

  	
   

  	
  25AP1976

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  25AP2006

  
	
  JUICEBOX

  	
   

  	
  RCTZ 5 00062

  	
   

  	
  T/2128.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  1,732,714

  	
   

  	
  17NO1992

  	
   

  	
  74/252,229

  	
   

  	
  05MR1992

  	
   

  	
  17NO2012

  
	
  INTS

  	
   

  	
  RCTZ 5 00065

  	
   

  	
  T/2146.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  1,777,743

  	
   

  	
  22JE1993

  	
   

  	
  329,168

  	
   

  	
  05NO1992

  	
   

  	
  22JE2013

  
	
  MESA

  	
   

  	
  RCTZ 5 00068

  	
   

  	
  T/2147.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  1,894,580

  	
   

  	
  16MY1995

  	
   

  	
  441,829

  	
   

  	
  30SE1993

  	
   

  	
  16MY2005

  
	
  VORTEX

  	
   

  	
  RCTZ 5 00070

  	
   

  	
  T/2123.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  2,141,198

  	
   

  	
  03MR1998

  	
   

  	
  74/541,209

  	
   

  	
  24JE1998

  	
   

  	
  03MR2008

  
	
  VORTEX

  	
   

  	
  RCTZ 5 00070 BR

  	
   

  	
   

  	
   

  	
  Brazil

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  819485349

  	
   

  	
  24SE1996

  	
   

  	
   

  
	
  VORTEX

  	
   

  	
  RCTZ 5 00070 CN

  	
   

  	
  T/2123.CN09

  	
   

  	
  China

  	
   

  	
  9

  	
   

  	
  1131258

  	
   

  	
  27NO1997

  	
   

  	
  960093988

  	
   

  	
  16AU1996

  	
   

  	
  26NO2007

  
	
  VORTEX

  	
   

  	
  RCTZ 5 00070 VE

  	
   

  	
  T/2123.VE09

  	
   

  	
  Venezuela

  	
   

  	
  9

  	
   

  	
  P204571

  	
   

  	
  13MR1998

  	
   

  	
  762.97

  	
   

  	
  20JA1997

  	
   

  	
  13MR2008

  



 


41





















 


	
  Mark

  	
   

  	
  Docket
  No.

  	
   

  	
  Your
  Ref.

  	
   

  	
  Country

  	
   

  	
  Class(es)

  	
   

  	
  Reg. No.

  	
   

  	
  Reg.
  Date

  	
   

  	
  App. No.

  	
   

  	
  Filed

  	
   

  	
  Renewal

  
	
  RELIABLE

  	
   

  	
   

  	
   

  	
  SE1111267

  	
   

  	
  Canada

  	
   

  	
  N/A

  	
   

  	
  196947

  	
   

  	
  25JA1974

  	
   

  	
  360435

  	
   

  	
  12JA1973

  	
   

  	
  25JA2019

  
	
  RELIABLE
  ELECTRIC

  	
   

  	
  RCTZ 5 00090 CA

  	
   

  	
  T/2148.CA09

  	
   

  	
  Canada

  	
   

  	
  9

  	
   

  	
  480,335

  	
   

  	
  13AU1997

  	
   

  	
  811,983

  	
   

  	
  08MY1996

  	
   

  	
  13AU2012

  
	
  RELIABLE
  ELECTRIC

  	
   

  	
  RCTZ 5 00090 MX

  	
   

  	
  T/2148.MX09

  	
   

  	
  Mexico

  	
   

  	
  9

  	
   

  	
  623196

  	
   

  	
  20SE1999

  	
   

  	
  258925

  	
   

  	
  03AP1996

  	
   

  	
  13AP2006

  
	
  RELIABLE
  ELECTRIC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Costa Rica

  	
   

  	
  9

  	
   

  	
  1997-0001408

  	
   

  	
  20AU1997

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20AU1997

  
	
  SUPERDUTY

  	
   

  	
  RCTZ 5 00092

  	
   

  	
  T/2129.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  2,150,174

  	
   

  	
  14AP1998

  	
   

  	
  75/136,433

  	
   

  	
  19JL1996

  	
   

  	
  14AP2008

  
	
  POWERFULLY
  SIMPLE SIMPLY POWERFUL

  	
   

  	
  RCTZ 5 00123

  	
   

  	
  T/2131.US38

  	
   

  	
  U.S.

  	
   

  	
  38

  	
   

  	
  2,330,628

  	
   

  	
  21MR2000

  	
   

  	
  75/367,185

  	
   

  	
  29SE1997

  	
   

  	
  21MR2010

  
	
  ULTRACAB

  	
   

  	
  RCTZ 5 00213

  	
   

  	
  T/2133.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  2,565,623

  	
   

  	
  30AP2002

  	
   

  	
  75/666,183

  	
   

  	
  23MR1999

  	
   

  	
  30AP2012

  
	
  EXPANDER

  	
   

  	
  RCTZ 5 00214

  	
   

  	
  T/2134.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  Supplemental Reg.
  2,545,303

  	
   

  	
  05MR2002

  	
   

  	
  75/666,184

  	
   

  	
  23MR1999

  	
   

  	
  05MR2012

  
	
  MICA

  	
   

  	
  RCTZ 5 00219

  	
   

  	
  T/2136.US20

  	
   

  	
  U.S.

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75/782,260

  	
   

  	
  23AU1999

  	
   

  	
   

  
	
  DURA-PED

  	
   

  	
  RCTZ 5 00232

  	
   

  	
  T/2165.US

  	
   

  	
  U.S.

  	
   

  	
  20

  	
   

  	
  2,387,840

  	
   

  	
  19SE2000

  	
   

  	
  75/841,458

  	
   

  	
  05NO1999

  	
   

  	
  19SE2010

  
	
  PROFORM

  	
   

  	
  RCTZ 5 00233

  	
   

  	
  T/2138.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
  2,592,375

  	
   

  	
  09JL2002

  	
   

  	
  75/902,200

  	
   

  	
  27JA2000

  	
   

  	
  09JL2012

  



 


42





















 


	
  Mark

  	
   

  	
  Docket
  No.

  	
   

  	
  Your
  Ref.

  	
   

  	
  Country

  	
   

  	
  Class(es)

  	
   

  	
  Reg. No.

  	
   

  	
  Reg.
  Date

  	
   

  	
  App. No.

  	
   

  	
  Filed

  	
   

  	
  Renewal

  
	
  COOL
  BY DESIGN

  	
   

  	
  RCTZ 5 00243

  	
   

  	
  T/2143.US09

  	
   

  	
  U.S.

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  76/206,344

  	
   

  	
  07FE2001

  	
   

  	
   

  



 


43





















 


Schedule 2.2(l)

Other Contracts


 


1.             The settlement agreements listed under the
heading “Settlement Agreements” on Schedule 4.11 are incorporated herein
by reference (other than item 21 thereof).


 


2.             Strategic Alliance Agreement, dated January
26, 2004, between Marconi Communications, Inc. and Harris Corporation
(subsequently assigned by Harris Corporation to Fluke Networks).


 


3.             Equity Transfer Contract, dated November 22,
2003, by and among Marconi Communications, Inc., LinTech Limited and Guangdong
Telecom Industry Group Corporation.


 


4.             NG Cue Development & Supply Agreement,
No. 02-914-DEV, dated February 4, 2004, by and between Marconi Communications
Canada Inc. and Hy-Grade Precast Concrete.


 


5.             Agreement, No. 03-0026-OEM, dated May 1,
2003, between Marconi Communications and Metallic Power, Inc.


 


6.             Vital Networks and Joint Marketing Agreement,
No. 00-169-OTH, dated September 8, 2000, between VITAL Network Services LLC and
Marconi Communications, Inc.


 


7.             Documentation and Training Agreement, No.
02-0507-OTH, dated March 21, 2003, between Ciena Corporation and Marconi
Communications, Inc.


 


8.             Electronic Data Interchange Trading Partner
Agreement, No. 92-117-EDI, dated June 1, 1992, between U S West
Business Resources, Inc. and the Reliance Comm/Tec Companies named therein.


 


9.             Electronic Data Interchange Trading Partner
Agreement, No. 98-218-EDI, dated December 1, 1998, between Ameritech Services,
Inc. and RELTEC Communications.


 


10.           Electronic Data Interchange Trading Partner
Agreement, No. 97-170-EDI, dated August 26, 1996, by and between RELTEC
Corporation and Bourns, Inc.


 


11.           Electronic Data Interchange Trading Partner
Agreement, No. 91-113-EDI, dated June 1, 1993, between Reliance
Comm/Tec Corporation and Philips Components Discrete Products.


 


12.           Electronic Data Interchange Trading Partner
Agreement, No. 97-159-EDI, dated September 10, 1997, between Allegheny Ludlum
Corporation and RELTEC Corporation.


 


13.           Electronic Data Interchange Trading Partner
Agreement, No. 04-0267-EDI, dated April 28, 2004, between Marconi
Communications, Inc and MCI.


 


44





















 


14.           Electronic Data Interchange Trading Partner
Agreement, No. 91-101-EDI, dated August 1, 1991, between Ameritech
Services, Inc. and Reliance Comm/Tec Corporation.


 


15.           Electronic Data Interchange Trading Partner
Agreement, No. 97-355-EDI, dated May 1, 1997, by and between RELTEC
Corporation and The Southern New England Telephone Company.


 


16.           Marconi Communications Limited and MCI
currently are operating under an oral subcontract arrangement in regards to
services provided under the Support Services Agreement, dated January 28, 2004,
between Marconi Communications Limited and Jersey Telecom. (The Subcontract
Agreement between Marconi Communications Limited and MCI will be executed in
the near future and an unexecuted version has been provided to the Purchasers).


 


17.           Copyright Request, No. 02-0065-OTH, dated
January 28, 2002, between Raytheon and Marconi Communications, Inc. (relating
to rights granted to Raytheon to use Marconi’s trademark in certain limited
circumstances).


 


18.           Purchase Order No. MC/2617/NOR-1764 (1), dated
March 29, 2004, between Marconi Colombia, S.A. and Marconi Mexico.


 


19.           Purchase Order No. 4500559915, dated May 17,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico


 


20.           Purchase Order No. 4500561491, dated May 24,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


21.           Purchase Order No. 4500562727, dated May 31,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


22.           Purchase Order No. 4500564367, dated June 8,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


23.           Purchase Order No. 4500565492, dated June 14,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico


 


24.           Purchase Order No. 4500565564, dated June 14,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


25.           Purchase Order No. 4500566056, dated June 16,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


26.           Purchase Order No. 4500568851, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


27.           Purchase Order No. 4500568982, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


45





















 


28.           Purchase Order No. 4500569006, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


29.           Purchase Order No. 4500569425, dated July 1,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


30.           Purchase Order No. 4500569431, dated July 1,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


31.           Purchase Order No. 4500569549, dated July 2,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


32.           Purchase Order No. 4500556200, dated April
29, 2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


33.           Purchase Order No. 4500560539, dated May 19,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


34.           Purchase Order No. 4500562085, dated May 26,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


35.           Purchase Order No. 4500564373, dated June 8,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


36.           Purchase Order No. 4500564753, dated June 9,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


37.           Purchase Order No. 4500565193, dated June 11,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


38.           Purchase Order No. 4500566971, dated June 21,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


39.           Purchase Order No. 4500567340, dated June 22,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


40.           Purchase Order No. 4500567869, dated June 24,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


41.           Purchase Order No. 4500568869, dated June 30,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


46


















 


Schedule 3.2(g)

Calculation Principles


 


Preliminary Note — For purposes of these Calculation Principles:


 


A.          “Mexican
Business” shall mean the portion of the Business represented by the general
ledger that has historically been maintained by the Business for the Business’
operations in Mexico.  The Mexican
Business “carve out” will follow the same processes and procedures used to
“carve out” the Mexican Business for purposes of the Annual Balance Sheet, including
the “carve out” processes and procedures set forth on Annex A to Schedule
3.2(g).


 


B.          “Services
Business” shall mean the portion of the Business represented by the general
ledger that has historically been maintained by the Business for the Business’
Services segment.


 


C.          “Test
Business” shall mean the portion of the Business represented by the general
ledger that has historically been maintained by the Business for the Business’
Test Systems segment.


 


D.          “Remaining
Business” shall mean the remaining portion of the Business not represented by
the Mexican Business, the Services Business or the Test Business.


 


The Calculation Principles shall be as follows:


 


1.                                       No account shall be taken of the effects of
the change of ownership contemplated by the Agreement.


 


2.                                       No account shall be taken of the costs of any
Seller in relation to the Agreement (including the costs of preparation,
review, audit and delivery of the Statement of Working Capital nor any costs
relating to any determination by the Accounting Firm).


 


3.                                       No account shall be taken of events occurring
after the date of delivery of the Statement of Working Capital or 90 days
following the Closing Date, whichever is the earlier.


 


4.                                       Income tax assets and liabilities will not be
included in the Statement of Working Capital.


 


5.                                       There shall be no accrual for any redundancy,
restructuring costs or asset impairment write-downs arising from any
restructuring programs initiated after the date of the Agreement.


 


6.                                       Accounts Receivables


 


a.                                       The reserves included in the Net Accounts
Receivable for the Services Business and the Remaining Business shall be
determined by reserving 100% of all accounts receivables more than 180 days
past due as of the date of the Statement of Working Capital.  All other reserves against accounts receivable,
including reserves against accounts receivables that appear to be slow in
collection, that are 


 


47





















 


subject to customer disputes and that relate to customers whose ability
to pay is questionable, shall be determined in a manner consistent with past
practices of the Services Business or the Remaining Business, as applicable.


 


b.                                      The reserves included in the Net Accounts
Receivable for the Mexican Business are determined based on subjective reviews
of each account and shall be determined in a manner consistent with the
methodology used for establishing such reserves in connection with the
preparation of the Management Accounts. The reserve included in the Net
Accounts Receivable for the Mexican Business will be at least equal to or
greater than the $1,574,000 reserve recorded as of March 31, 2004.


 


c.                                       The reserves included in the Net Accounts
Receivable for the Test Business shall be determined in accordance with past
practices of the Test Business.


 


7.                                       Inventory


 


a.                                       Each of the Services Business and the
Remaining Business shall continue to carry out cycle counts of Inventory at all
locations that previously have relied on cycle count programs prior to the
Closing Date in accordance with normal procedures.  The Purchasers and the Purchasers’
independent auditors shall have the right to observe such cycle counts if
practical.


 


b.                                      The Inventory of each of the Services
Business and the Remaining Business will be valued at Standard Cost less
reserves as determined pursuant to Item 7(c) below.  “Standard Cost” is defined as standard cost
(calculated in a manner consistent with past practices of the Services Business
and the Remaining Business), based on the standards applied by the Sellers to
the Services Business and the Remaining Business as of the close of business on
the Business Day immediately preceding the Closing.  These will be the same standards that were in
effect on April 1, 2004.  Until the
Closing Working Capital is deemed final pursuant to Section 3.2 of the
Agreement, the Purchasers shall use all reasonable efforts to ensure that
appropriate records are maintained in relation to the determination of the
Inventory valuation.


 


c.                                       The Inventory reserves for the Services
Business and the Remaining Business shall be calculated solely in accordance
with the following principles:


 


i.                                          The reserve for excess Inventory of the
Remaining Business shall equal the amount of Inventory on hand exceeding the
aggregate of the last twelve months’ actual usage plus the following twelve
months’ forecasted demand, consistent with past practices.  The reserve for obsolete Inventory of the
Remaining Business shall equal the amount of Inventory for which there is no
evidence of demand.


 


ii.                                       The reserve for excess Inventory of the
Services Business shall equal the amount of Inventory on hand exceeding the
three years projected usage 


 


48





















 


based upon the past twelve months’ usage, consistent with past
practices.  There shall be no reserve for
obsolete Inventory of the Services Business.


 


iii.                                    No reserve will be held for in-transit
Inventory from suppliers.


 


iv.                                   The reserves for Inventory shrinkage and
differences in standard costs and current purchase costs shall be determined in
a manner consistent with past practices of the Services Business and the
Remaining Business.


 


v.                                      The reserve for lower of cost or market shall
be determined in a manner consistent with past practices of the Services
Business and the Remaining Business.


 


vi.                                   The Statement of Working Capital shall take
into account any necessary reserves for sales returns as of the Closing.  Such reserves shall be calculated in a manner
consistent with past practices of the Business.


 


d.                                      The Mexico Business will perform a physical
inventory within 30 days of the Closing Date. The Purchasers and the
Purchasers’ independent auditors shall have the right to observe the physical
inventory if practical.  The inventory
will be valued using the physical inventory counts and the standard costs
applied by the Mexican Business at the time of such physical inventory.  Reserves for Inventory of the Mexican
Business shall be determined in a manner consistent with past practices of the
Mexican Business.  The Mexican Business
inventory reserve on the Statement of Working Capital will be least equal to or
greater than the recorded reserve on the Annual Balance Sheet.


 


e.                                       Except as specifically set forth above,
Inventory of the Test Business (and related reserves) shall be determined in a manner
consistent with past practices of the Test Business.


 


f.                                         Except as specifically set forth in this Item
7 and except for any reserves required to be consistent with past practices of
the Business, the Statement of Working Capital shall include no reserves for
Inventory.


 


8.                                       In calculating the Closing Working Capital,
no account shall be made of any of the following items as related to the
Business: (a) net property, plant & equipment, (b) any bankruptcy
preference claims, (c) general warranty items, (d) Mayfield Heights, Ohio lease
cost differential on subleased facilities, (e) self-insurance reserves for
workers compensation, automotive and general liability, and associated fees and
premiums, (f) any restructuring reserves, (g) any deposits and prepayments
specifically excluded from the definition of “Prepaids & Other Current
Assets,” (h) incurred but not reported medical claims and (i) the Included AIP
Amount.


 


9.                                       A straight-line amortization schedule based
on the actual number of days elapsed shall be used to determine the amount of
the Prepaids and Other Current Assets for purposes of the Closing Working
Capital.


 


49





















 


10.                                 The Closing Working Capital shall not include
any assets or liabilities related to the following benefit plans and
arrangements: (A) Marconi USA Employees’ Retirement Plan, (B) RELTEC
Corporation Retirement Plan, (C) Reliance Comm/Tec Corporation Supplemental
Retirement Plan, effective August, 1995, (D) Reliance Comm/Tec Corporation Special
Retirement Program for Elected Officers effective August, 1995, (E) retiree
medical obligations under Supplement A to the Marconi Total Rewards Program,
(F) pension and other obligations described in paragraphs 1 and 2 of Schedule
Mexico-1, (G) Pension Plan for the Salaried and Management Employees of Marconi
Communications Canada Inc. and (H) Pension Plan for the Hourly Employees of
Marconi Communications Canada Inc.


 


11.                                 The March 31, 2004 Annual Management Accounts
of the Business included the following (under) accruals of liabilities.  The Statement of Working Capital should not
include any liabilities for these obligations:


 


	
   

  	
   

  	
  ($000’s)

  	
   

  
	
  Sprint
  volume rebate

  	
   

  	
  (220

  	
  )

  
	
  Royal Die
  & Stamp volume commitment

  	
   

  	
  (150

  	
  )

  
	
  Total under accrual

  	
   

  	
  (370

  	
  )

  



 


50





















 


Annex A to
Schedule 3.2(g) – Mexican Carve-Out Process


 


Trade
Receivables – identified OPP&S outstanding receivables from identified
OPP&S customers and sales orders of OPP&S products.


 


Inventory
– Only the OPP&S business conducts manufacturing of products in Mexico for
Marconi.  All other Marconi product lines
are resale products, which are imported. 
Therefore, all raw materials and work-in-process inventory is
OPP&S.  Only, specifically identified
non-OPP&S resale finished goods are excluded from the OPP&S carve-out
inventory balances.


 


Prepaid
& Other Current Assets – Only specifically identifiable deposits and
prepayments relating to OPP&S are included in the OPP&S carve-out
balance sheet.


 


Fixed
Assets – Includes all fixed assets except for specifically identified assets
directly associated with the sales and marketing employees of the non-OPP&S
business.


 


Trade
Payables – all external supplier commitments for raw materials are included
within the OPP&S carve-out balance sheet. 
Any specifically identifiable vendor balance not associated with
OPP&S is excluded.


 


Accrued
Comp. & Employee Benefits – includes all the Mexican accrued compensation
and benefit costs for all employees except those sales/marketing employees
dedicated to the non-OPP&S business.


 


Sales
– Captures all sales orders for OPP&S products and services.


 


Standard
Costs of Sales – Represents the standard costs of all the OPP&S products
sold


 


Other
plant spending – All manufacturing plan costs are charged to OPP&S since
only OPP&S products are manufactured in Mexico.


 


ESG&A
– Split 65% to OPP&S and 35% to non-OPP&S based upon analysis of
expenses and agreement among business units.


 


51





















 


Schedule 4.3(a)

Seller Governmental Consents


 


1.                                       Pursuant to the Memorandum of Understanding,
dated February 13, 2004, between Marconi Corporation plc, Marconi plc and
Pension Benefit Guaranty Corporation (the “PBGC”), MCI may be required to
obtain the consent of the PBGC in connection with the transactions contemplated
by the Agreement if the debt of the U.S. Purchaser is downgraded to below
investment grade prior to closing.


 


2.                                       Between the date of the Agreement and the
Closing Date, the Canadian Employee Plans will be amended so as to provide for
a transfer of sponsorship of such plans from the applicable Seller to the
applicable Purchaser.  The amendments to
the Canadian Employee Plans must be filed with the Financial Services Commission
of Ontario (FISCO) and the Canadian Revenue Agency.


 


52





















 


Schedule 4.3(b)

Seller Other Consents


 


1.                                       The Board of Directors of Marconi Corporation
will adopt resolutions determining that the Sellers are receiving from the
Purchasers an amount of consideration that is at least equal to the “Fair
Market Value” (as defined in the Indenture referenced below) of the Assets at
the time of the Closing, and such resolutions will be set forth in an Officer’s
Certificate (as defined in the Indenture) delivered to the Trustee within five
(5) London Business Days (as defined in the Indenture) following the Closing,
as required by the Indenture, dated May 19, 2003, between Marconi Corporation
plc, the Initial Guarantors named therein and Law Debenture Trust Company of
New York with respect to certain Guaranteed Senior Secured Notes due 2008 (the
“Indenture”).


 


2.                                       In order for the Global Security Interest (as
defined in Schedule 4.6) on the Assets to be released at the Closing,
Marconi Corporation is required to fulfill certain requirements set forth in
the Indenture.


 


3.                                       Certain Permits held by the Sellers in
connection with their conduct of the Business may not be transferable or may
require certain actions to be taken in order for such Permits to be transferred
to one of the Purchasers (as described in greater detail below).


 


a.                                       Certain of the Sellers hold certain tax
registrations and other tax permits in certain jurisdictions in which such
Sellers conduct the Business.  Such
permits are not transferable and therefore will not be transferred to the
Purchasers in connection with the transactions contemplated by the Agreement.


 


b.                                      Certain applications, tests, filings or other
actions must be submitted or performed in order for the Permits set forth in
Items 3 and 10 of Schedule 4.14(b) to be transferred to, or otherwise
obtained by, the Purchasers or their employees (as applicable).


 


The
Contracts set forth below require the consent of the counterparty in order to
be assigned from the applicable Seller to the applicable Purchaser.  Please note that the Contracts marked with an
asterisk (*) are Shared Contracts (requiring the consent of the counterparty in
order to assign the Business Portion).


 


Customer
Contracts.


 


1.             General Purchase Agreement, No. 85-103-GPA,
dated June 6, 1985, between Reliance Electric Company (through its Lorain
Products Division) and Nynex Mobile Technical Services Company (as amended).


 


2.             Agreement, No. BA 16908, No. 99-243-PUR,
dated May 25, 1995, between Telesector Resources Group, Inc. (d/b/a Verizon
Services Group) and Marconi Communications, Inc. (as amended).


 


53





















 


3.             Agreement, No. X06106D, No. 88-101-GPS, dated
May 31, 1988, between Telesector Resources Group (d/b/a Verizon Services Group)
and Marconi Communications, Inc. (as amended).


 


4.             Agreement, No. 97-324-SUP, dated July 28,
1997, between RELTEC Corporation, Wireline Network Products and Telesector
Resources Group, Inc. (as amended).


 


5.             Agreement, No. 93-126-GPA, dated September
23, 1993, between Telesector Resources Group, Inc. and RELTEC Corporation (as
amended).


 


6.             Consent to Assignment Agreement, No.
96-259-OTH, dated July 11, 1996, between Cellco Partnership (d/b/a Bell
Atlantic Mobile) and Marconi Communications Inc., executed April 21, 2000.


 


7.             Consultant Agreement, No. ###-##-####, No.
96-259-CON, dated July 11, 1996, between Cellco Partnership (d/b/a Bell
Atlantic Mobile) and RELTEC Communications, Inc. (as amended).


 


8.             Engineering, Furnishing & Installation
Services Agreement for Third Party Battery Distribution Fuse Bays, No.
98-408-SVC, dated October 29, 1998, between RELTEC Communications, Inc. and
Telesector Resources Group (d/b/a Bell Atlantic Network Services) (as amended).


 


9.             Purchase Agreement, No. 120500-93-02, No.
93-129-PUR, dated June 13, 1994, between Telesector Resources Group, Inc.
(d/b/a Verizon Services Group) and Marconi Communications Inc. (as amended).


 


10.           Resale Purchase Agreement, No. 01-1452-VAR,
dated June 25, 2002, effective June 1, 2002, between Marconi
Communications, Inc. and Verizon Network Integration Corp.


 


11.           General Purchase Agreement, Contract No.
999999-93-03, No. 93-101-GPA, dated February 2, 1993, between Marconi
Communications, Inc. and GET Communications Systems Corporation (subsequently
assigned to its affiliate, Telesector Resources Group, Inc.) (as amended).


 


12.           Agreement, Contract No. BA07020, No.
91-106-GPS, dated April 1, 1991, between Bell Atlantic Network Services, Inc.
and Reliance Comm/Tec Corporation (as amended).


 


13.           General Purchase Agreement, No. 02-1089-GPA,
dated February 20, 2004, between Marconi Communications, Inc., Advanced Fibre
Access Corporation and, with respect to Section 19.12 thereto only, Advanced
Fibre Communications, Inc. (MCI has not made available to the Purchasers a true
and complete copy of this Contract.).


 


14.           Terms and Conditions, No. 97-133-T&C,
dated September 30, 1997, between Advanced Fibre Communications, Inc. and
RELTEC Corporation.


 


54





















 


15.           Blanket Purchase Order, No. 02-0220-PUR,
dated February 26, 2002, between Marconi Communications, Inc. and Bechtel
Corporation (as revised).


 


16.           General Construction Services Subcontract,
No. 03-0246-EFI, dated June 30, 2003, between Marconi Communications, Inc. and
Bechtel Corporation.


 


17.           Products Agreement, No. 99-521-GPA, dated as
of July 28, 2000, between Qwest Communications Corporation and Marconi
Communications, Inc.


 


18.           Agreement, No. 01-201-GPA, dated June 1,
2001, between Qwest Business Resources, Inc. and Marconi Communications, Inc.
(as amended).


 


19.           * Maintenance and Support Agreement, No.
01-1367-MNT, dated September 18, 2001, between Marconi Communications, Inc. and
Qwest Business Resources, Inc.


 


20.           Purchase Agreement for Telecommunications
Network Products and Related Services, No. RG58902, No. 93-105-GPS, dated April
1, 1993, between Ameritech Services, Inc. and Reliance Comm/Tec Corporation (as
amended).


 


21.           Purchase Agreement for Goods, No. 94-108-GPS,
dated July 1, 1994, between Ameritech Services, Inc. and Reliance Comm/Tec
Corporation (as amended).


 


22.           Agreement for Network Power Services, No.
RG5890201, No. 94-2002-GPA, dated July 8, 1994, between Ameritech Services,
Inc. and Reliance Comm/Tec Corporation.


 


23.           Supplemental Agreement for Bulk Power
Systems, No. RG5890202, No. 92-103-SPL, dated September 1, 1996, between
Ameritech Services, Inc. and RELTEC Corporation (as amended).


 


24.           Supplemental Agreement for ONU Power Hubs,
No. RG61364001, No. 98-142-SPL, dated January 1, 1998, between Ameritech
Services, Inc. and RELTEC Communications, Inc.


 


25.           Letter, No. 93-105-OTH, dated December 28,
1999, from Ameritech Services, Inc. to Marconi Communications, Inc. regarding
Honoring Prices for Goods Supplied to Ameritech Assembly Vendors.


 


26.           Teleconferencing Services Agreement, No.
02-0011-SVC, dated February 1, 2002, between Marconi Communications, Inc. and
SBC Global Services, Inc. (as amened).


 


27.           Pricing Services Agreement, No. 02-0011-SVC,
dated February 20, 2002 between SBC Global Services, Inc. and Marconi
Communications, Inc.


 


28.           Purchase and Product Agreement, No.
93-132-GPA, dated May 4, 1993, between The Southern New England Telephone
Company and Reliance Comm/Tec Corporation.


 


55





















 


29.           Optional Services Agreement No. PO6901 for
ATD97 Conditioning Activities, No. 94-153-SVC, dated August 5, 1994 between
Reliance Comm/Tec Corporation and Pacific Bell.


 


30.           Master Agreement, No. P06795, No. 94-152-GPS,
between Reliance Comm/Tec Corporation, Pacific Bell and Nevada Bell, dated May
10, 1994.


 


31.           Agreement for Data Processing Management of
Telecommunication Systems, No. 97-330-SVC, dated June 23, 1997 between
Southwestern Bell Telephone Company and RELTEC Corporation.


 


32.           General Agreement, No. C0412M1, No.
92-114-GPS, dated July 2, 1992, between Southwestern Bell Telephone Company and
Reliance Comm/Tec Corporation.


 


33.           Engineering and Installation Services, No.
C0412N1, No. 90-106-SVC, dated December 1, 1990, between RELTEC Corporation,
RELTEC Services Division and Southwestern Bell Telephone Company.


 


34.           Material Contract, No. 950572, No.
95-171-GPS, dated October 30, 1996, between RELTEC Corporation (through its
Lorain Products Division) and Southwestern Bell Telephone Company (as
modified).


 


35.           Southwestern Bell Telephone Company
Procurement Sublicense, No. 88-102-LIC, dated May 15, 1987, between Reliance
Comm/Tec Corporation and Southwestern Bell Telephone Company.


 


36.           Consignment Agreement between Ameritech
Services, Inc. and RELTEC Corporation, No. RG62198, No. 96-115-CSN, dated June
1, 1996.


 


37.           Sprint Custom Network Service Arrangements,
No. 95-300-PUR, dated March 7, 1995.


 


38.           Agreement, No. 98-132-VAR, dated July 1, 1998
between Marconi Communications Inc. and Sprint North Supply Company (as
amended).


 


39.           Agreement, No. 98-1100-GPA, dated June 15,
1998, between RELTEC Communications, Inc. and Sprint Products Group, Inc.


 


40.           Master Agreement for Training and Education
Services, No. 98-123-SVC, dated June 22, 1999, between Sprint/United Management
Company and RELTEC Communications, Inc.


 


41.           * General Agreement, No. GA0034D, No.
97-137-PUR, dated March 20, 1998, between AT&T Corp. and Marconi
Communications, Inc. (as amended) (Supplemental Agreement No. 1 to the General
Agreement does not pertain to the operation of the Business).


 


42.           Agreement, No. 99-647-GPA, dated April 21,
2000, between AT&T Corp. and Marconi Communications, Inc.


 


56





















 


43.           Master Construction Agreement, No. LQP313D,
No. 96-113-GSA, dated August 8, 1996, between AT&T Corp. and Custom Design
Telephone Systems, Inc.


 


44.           Trial Agreement, No. 98-527-FTR, dated August
24, 1998, between AT&T Corp. and RELTEC Communications, Inc.


 


45.           Trial Agreement, No. 98-663-FTR, dated
November 24, 1998, between AT&T Corp. and RELTEC Communications, Inc.


 


46.           Master Purchase Agreement, No. 93-134-GPA,
dated January 21, 1993, between Teleport Communications Group Inc. and Reliance
Comm/Tec Corporation.


 


47.           National Contractors Master Agreement, No.
95-101-SVC, dated July 25, 1996, between Teleport Communications Group Inc. and
RELTEC Corporation.


 


48.           Data Connection Agreement, No. 98-375-SVC,
dated July 1, 1998, between AT&T Corp. and RELTEC Communications, Inc.


 


49.           Agreement, Contract No. 20000403.2, No.
99-647-GPA, dated April 10, 2000, between AT&T Corp. and Marconi
Communications, Inc.


 


50.           Master Data Connection Agreement, No.
97-137-OTH, dated July 27, 1999, between AT&T Corp. and Marconi
Communications, Inc.


 


51.           Agreement, No. PR-3586-A, No. 90-107-GPS,
dated April 20, 1990, between BellSouth Telecommunications, Inc. and RELTEC
Corporation (as amended).


 


52.           Agreement, No. PR-7183-A, No. 94-156-GPS,
dated April 11, 1994, between BellSouth Telecommunications, Inc. and Reliance
Comm/Tec Corporation.


 


53.           Agreement, No. PR-6804-A, No. 92-116-GPS,
dated July 31, 1992, between BellSouth Telecommunications, Inc. and Reliance
Comm/Tec Corporation.


 


54.           Letter of Agreement, No. PR-7246B-A-00006,
No. 92-116-LOA-6, dated March 13, 2000, between BellSouth Telecommunications,
Inc. and Marconi Communications, Inc.


 


55.           Letter of Agreement, No. PR7246B-A-0016, No.
92-116-LOA-16, dated December 3, 2001, between BellSouth Telecommunications,
Inc. and Marconi Communications Inc.


 


56.           Letter of Agreement, No. PR7246B-A-00019, No.
92-116-LOA-19, dated November 14, 2001, between BellSouth Telecommunications,
Inc. and Marconi Communications, Inc. (as amended).


 


57.           Letter of Agreement, No. PR72476B-A-00023,
No. 92-116-LOA-23, dated June 15, 2002, between BellSouth Telecommunications,
Inc. and Marconi Communications, Inc.


 


58.           Letter of Agreement, No. PR7246B-L-00028, No.
92-116-LOA-28, dated December 11, 2002, between BellSouth Telecommunications,
Inc. and Marconi Communications, Inc.


 


57





















 


59.           Letter of Agreement, No. PR7246B-L-00030, No.
92-116-LOA-30, dated March 12, 2003, between BellSouth Telecommunications, Inc.
and Marconi Communications, Inc. (as amended).


 


60.           Letter of Agreement, No. PR7246B-ADSLI, No.
92-116-LOA-35, dated January 6, 2004, between BellSouth Telecommunications,
Inc. and Marconi Communications, Inc.


 


61.           Agreement, No. PR-8388-A, No. 95-173-GPS,
effective September 1, 1995, between BellSouth Telecommunications, Inc. and Reliance
Comm/Tec Corporation.


 


62.           Master Supplier Agreement, No.
MARC_001_041502, No. 01-1461-PUR, dated April 15, 2002, between Cingular
Wireless LLC and Marconi Communications, Inc. (as amended).


 


63.           Letter regarding Agreement, dated April 15,
2002, No. 01-1461-PUR-A1, dated April 15, 2002, between Cingular Wireless LLC
and Marconi Communications, Inc.


 


64.           Value Added Reseller Agreement, No.
01-195-VAR, dated April 2, 2001, between Atlantic and Pacific Telcom, Inc. and
Marconi Communications, Inc.


 


65.           Value Added Reseller Agreement, No.
04-0165-VAR, dated April 1, 2004, between Power Solutions and Marconi
Communications, Inc.


 


66.           Value Added Reseller Agreement, No.
00-538-VAR, dated September 29, 2000, between Power Product Services and
Marconi Communications, Inc. (as amended).


 


67.           Value Added Reseller Agreement (Marconi Power
Products), No. 00-441-VAR, dated September 29, 2000, between Kentech,
Incorporated and Marconi Communications, Inc. (as amended).


 


68.           Value Added Reseller Agreement, No. 00-491-VAR,
dated November 9, 2000, between ETAK Systems and Marconi Communications, Inc.
(as amended).


 


69.           Agreement, No. 46102786, No. 98-779-PUR,
dated December 1, 1999, between Marconi Communications Canada Inc. and
Purchasing Group represented by Bell Canada (as amended).


 


70.           Master Specific Base Agreement, No.
03-0660-SVC, dated September 8, 2003, between Marconi Communications Canada
Inc. and Bell Canada.


 


71.           Maintenance and Support Agreement, No.
01-344-MNT, dated August 9, 2001, between Marconi Communications, Inc. and
Oakland Schools.


 


72.           Services Agreement, No. 99-166-SVC, dated
March 11, 1999, by and between Black Hills FiberCom and RELTEC CDTS, INC.


 


73.           Value Added Reseller Agreement, No.
00-516-VAR, dated September 29, 2000, between Marconi Communications, Inc. and
Corban Communications Inc. (as amended).


 


58





















 


74.           Corporate Services Subscriber Agreement, No.
98-765-LIC, dated January 12, 1999, between RELTEC Communications, Inc. and
First Call Corporation.


 


75.           Professional Services Partner Master
Agreement, dated July 27, 1999, between FORE Systems Inc. and Marconi
Communications, Inc.


 


76.           General Agreement for Engineering,
Construction, Installation or Maintenance of Telephone Plant, No. 94-155-SVC,
dated June 13, 1994, between GTE Communication Systems Corporation and Marconi
Communications Inc. (as amended).


 


77.           Basic Ordering Agreement, No. 97-WIDTS-004,
No. 97-356-GPA, dated July 1, 1997, between GTE Government Systems Corporation,
Worldwide Telecommunications Services, Communications Support Services Division
and Custom Design Telephone Systems, Inc.


 


78.           Value Added Reseller Agreement, No.
01-908-VAR, dated July 1, 2001, between Marconi Communications, Inc. and
J&M Schaefer Inc.


 


79.           Value Added Reseller Agreement, No.
03-0209-VAR, dated September 17, 2003, between Marconi Communications, Inc. and
Maya Telecom.


 


80.           Gainesville Monticello Project (Quote #
DS-004211B), No. 98-340-T&C, dated June 3, 1998, between RELTEC
Communications, Inc. and The City of Gainesville, d.b.a. Gainesville Regional
Utilities.


 


81.           Letter of Agreement, No. 01-162-PUR, dated
April 11, 2001, between Marconi Communications, Inc. and Nortel Networks
Limited.


 


82.           Purchase Agreement, No. 98-360-PUR,  dated June 3, 1998, between RELTEC and Lucent
Technologies, Inc.


 


83.           Terms And Conditions of Sale Agreement, No.
03-0215-SVC, dated May 30, 2003, between American Greetings Corporation and
Marconi Communications, Inc.


 


84.           Standard General Conditions, No. 99-307-SVC,
dated February 2, 2000, between Marconi Communications, Inc. and City of
Sturgis.


 


85.           Standard Terms and Conditions of Purchase,
No. 99-579-GPA, between Marconi Communications, Inc. and Manitoba Telephone
Systems GPA.


 


86.           Service and Maintenance Agreement for DC
Plant Maintenance, No. 99-367-T&C, dated August 1, 1999, between Marconi
Communications, Inc. and MCI Worldcom Network Services, Inc.


 


87.           Installation Services Agreement, No.
96-277-SVC, dated June 21, 1996, between RELTEC Corporation and Worldcom Network
Services, Inc.


 


59





















 


88.           Value Added Reseller Agreement, No.
00-687-VAR, dated December 20, 2000, between Marconi Communications, Inc. and
Skyler Electric Company (as amended).


 


89.           Purchase Agreement, No. 00-658-PUR, dated
January 18, 2001 between Looking Glass Networks, Inc. and Marconi
Communications, Inc.


 


90.           Value Added Reseller Agreement, No.
00-488-VAR, dated August 31, 2000, between Marconi Communications, Inc. and
Universal Solutions Inc.


 


91.           Terms and Conditions, No. 99-107-T&C,
dated December 17, 1998, between RELTEC Services and University of Alabama.


 


92.           Quotation for Battery Replacement, No.
20148405, No. 04-0025-SVC, dated February 19, 2004, between Regents of the
University of Michigan and Marconi Communications, Inc.


 


93.           RELTEC Supply Agreement, No. 97-160-SUP,
dated January 5, 1999, between United States Cellular Corporation and RELTEC
Communications, Inc. (as amended).


 


94.           Value Added Reseller Agreement, No.
00-526-VAR, dated September 29, 2000, between Marconi Communications, Inc. and
Telamon Technologies Corporation (as amended).


 


95.           Professional Services – Service Order, No.
03-0038-DEV, dated March 13, 2003, between Marconi Communications, Inc. and
Telcordia Technologies.


 


96.           Value Added Reseller Agreement, No.
00-492-VAR, dated November 16, 2000, between Marconi Communications, Inc. and
Telecom Power Systems, Inc. (as amended).


 


97.           Letter of Understanding, No. 00-619-OTH,
dated December 4, 2000, between Skanova Networks AB (f/k/a Telia AB) and
Marconi Communications, Inc., as amended pursuant to that certain letter
agreement dated December 31, 2000.


 


98.           Purchase Agreement, No. 01-834-PUR, dated
September 23, 2002, between Telus Communications Inc. and Marconi
Communications Canada Inc.


 


99.           Agreement, No. 01-1080-GPA, dated December
10, 2003, between Time Warner Telecom Holdings Inc. and Marconi Communications,
Inc.


 


100.         Electronic Manufacturing Services Agreement,
No. 99-654-GPA, dated as of January 26, 2000, between Metricom, Inc. and
Marconi Communications, Inc.


 


101.         Supply and Distribution Agreement, No.
97-325-SUP, dated July 14, 1997, between Motorola, Inc. and RELTEC Corporation.


 


102.         Agreement for Purchase and Sale of Equipment,
No. 98-188-PUR, dated as of November 17, 1998, between NEXTLink Communications,
Inc. and RELTEC Communications, Inc.


 


60





















 


103.         Value Added Reseller Agreement, No.
00-584-VAR, dated as of February 1, 2001, between Marconi Communications, Inc.
and Nolan Battery (as amended).


 


104.         Adtran Silver Reseller Agreement, No.
95-187-VAR, dated May 31, 1995, between Adtran, Inc. (Manufacturer) and Custom
Design Telephone Systems, Inc. (Reseller).


 


105.         Services Agreement, No. 96-109-SRV, dated
November 14, 1996, between AEROTEK, Inc. and RELTEC Canada, Inc.


 


106.         Marconi Services Terms and Conditions for
Reliability, Maintenance, Emergency Service Program, No. 01-1274-T&C, dated
August 30, 2001, between Wichita State University and Marconi Services.


 


107.         Master Purchase Agreement, No. 97-276-GPS,
dated April 1, 1998, between Network Communications Inc. and RELTEC
Communications, Inc.


 


108.         Value Added Reseller Agreement, No.
00-440-VAR, dated September 29, 2000, between Marconi Communications, Inc. and
Integrated Power Sources, Inc. (as amended).


 


109.         Master Services Agreement, No.
ICS-99-DNF-1002, No. 99-201-SVC, dated May 18, 1999, between Intergraph
Corporation and RELTEC CDTS, Inc.


 


110.         Standard Form of Agreement between Owner and
Contractor (where the basis of payment is a stipulated sum), No. 98-467-CTR,
dated June 19, 1998 between Rockwood School District and RELTEC CDTS, Inc.


 


111.         Agreement of Purchase, No. 93-131-PUR, dated
November 24, 1993, between Rogers Shared Services, a division of Rogers
Communications, Inc. and Reliance Electric Limited.


 


112.         Professional Services, No. 13668, No.
00-143-SVC, dated May 26, 2000 between Marconi Communications and Public
Utility District No. 1 of Snohomish County.


 


113.         Maintenance Support Agreement, No.
00-537-SVC, dated as of August 9, 2001, between Marconi Communications, Inc.
and Oakland Schools.


 


114.         Value Added Reseller Agreement, No.
04-0016-VAR, dated January 23, 2004, between Marconi Communications, Inc. and
Packaged Electrical Power.


 


115.         Authorized Service Provider Agreement, No.
00-125-SVC, dated April 14, 2000, between Marconi Communications, Inc. and
Paradyne Networks Corporation.


 


116.         Agreement, No. 93-104-OEM, dated November 30,
1993, between AG Communication Systems Corporation and Reliance Comm/Tec
Corporation.


 


117.         General Equipment Purchase Agreement, No.
98-494-GPS, dated September 25, 1998, between RELTEC Communications, Inc. and
Airtouch Cellular.


 


61





















 


118.         Value Added Reseller Agreement, No. 01-434-VAR,
dated February 12, 2001, between Eastern Independent Telecommunications Ltd.
and Marconi Communications Canada Inc.


 


119.         Purchase and Integration Agreement, No.
04-0174-OEM, dated May 10, 2004, by and between Marconi Communications, Inc.
and Allied Telesyn, Inc.


 


120.         Value Added Reseller Agreement, No.
01-950-VAR, dated August 24, 2001 between Marconi Communications, Inc. and
Strata, Inc.


 


121.         Value Added Reseller Agreement, No.
01-309-VAR, dated May 30, 2001 between Marconi Communications, Inc. and Swift
Industrial Power (as amended).


 


122.         Master Construction and Installation
Agreement, No. 97-341-SVC, dated April 2, 1997 between TCI Cable Management
Corporation and RELTEC Corporation.


 


123.         Value Added Reseller Agreement, No.
01-047-VAR, dated February 15, 2001, between Marconi Communications, Inc. and
TDB Communications, Inc. (as amended).


 


124.         Purchase Agreement, No. 96-107-PUR, dated
April 1, 1997, between RELTEC Corporation and Alcatel Telecom (as amended).


 


125.         Contract Order, No. LFO 258874, No.
99-551-SVC, dated December 1, 1999, between Marconi Communications, Inc. and
E.I. Dupont de Nemours and Company.


 


126.         General Purchase Agreement, No. 00-655-GPA,
dated November 1, 2003, between Lucent Technologies Inc. and Marconi
Communications, Inc. (as amended).


 


127.         ARAB Republic of Egypt National
Telecommunications Organization, Contract No. 10/93/4, dated May 20, 1993,
between The Arab Republic of Egypt National Telecommunication Organization,
Cairo, Arab Republic of Egypt and Reliance Comm/Tec Corporation, Transmission
Systems Group.


 


128.         Value Added Reseller Agreement, No.
00-505-VAR, dated December 15, 2000, between Marconi Communications, Inc. and
Madison Communications, LLC (as amended).


 


129.         Agreement, dated March 23, 1993, between
SETEL and Reliance Comm/Tec Corporation (as amended).


 


130.         Contract No. SKB/00-0133/DW To Supply,
Install and Startup a Centralized Maintenance System of the Subscriber Network
for Krakow between Telekomunikacja Polska S.A. and Marconi Communications Polska
Sp zo.o.


 


131.         Contract No. SKB/00-090/DW to Supply, Install
and Startup a Centralized Maintenance System Of the Subscriber Network for
Katowice between Telekomunikacja Polska S.A. and Marconi Communications Polska
SP zo.o.


 


62





















 


132.         Contract No. PL-011039367/98/0191, undated
between RELTEC Corporation and RELTEC Polska Sp.zO.O and Telekomunikacja Polska
S.A.


 


133.         Agreement NR PL-011039367/96/0111, dated July
25, 1996, between RELTEC Corporation and Telekomunikacja Polska S.A.


 


134.         Supplier Agreement, Agreement No. SA1019-S,
dated May 24, 1994, between IBM New Zealand Limited and Reliance Comm/Tec
Corporation.


 


135.         Automated Loop Test System Supply Agreement,
dated March 28, 1990, between The Puerto Rico Telephone Company and Reliance
Comm/Tec Corporation.


 


136.         Contract, dated May 26, 1999, between The
Puerto Rico Telephone Company, Inc. and RELTEC Communications, Inc.


 


137.         Contract No. SIC/060/Q-TEL/93, dated July 9,
1995, between Qatar Public Telecommunications Corporation and Reliance Comm/Tec
Test Systems.


 


138.         Agreement for Provisioning of Interface,
Implementation and Maintenance of, and License to, Centralized Testing
Platform, dated December 30, 1995, between Rochester Telephone Corp. and RELTEC
Corporation.


 


139.         OEM Sales Agreement, dated November 17, 1994,
between Communications Technology Corporation and Reliance Comm/Tec
Corporation.


 


140.         Agreement for Provisioning of Interfacing
Implementation, Training, and Maintenance of, and License to, Line Test System
Controller Platform, dated July 1, 1998, between Great Plains Communications
Inc. and RELTEC Communications, Inc.


 


141.         Statement of Work, Contract No. 04-0078-SUP,
dated as of March 18, 2004, between Marconi Communications, Inc. and Puerto
Rico Telephone Company.


 


142.         Value Added Reseller Agreement (Marconi Power
Products), No. 00-493-VAR, between Marconi Communications Inc. and A&R
Telecom, dated as of November 6, 2000 (as amended).


 


143.         Service Agreement, No. 04-0011-SVC, between
Marconi Communications, Inc. and Advanced Cardiovascular Systems, Inc., dated
as of May 4, 2004.


 


144.         Purchase Order Acknowledgment No. 31134,
Agreement No. 03-0596-PUR, dated July 21, 2003, by and between Alcatel USA
Marketing, Inc. and Marconi Communications, Inc.


 


145.         Purchase Agreement, Agreement No.
01-1182-MPA, dated August 29, 2001, between Marconi Communications, Inc. and
North Allegheny School District.


 


146.         Purchase Order, dated June 29, 2001, between
Marconi Communications, Inc. and Los Angeles County Internal Service Division.


 


63





















 


147.         OEM Purchase and Sale Agreement, No. 020519,
effective December 22, 1998, by and between Nortel Networks Inc. and Marconi
Communications Inc.


 


148.         Value Added Reseller Agreement, No.
99-643-VAR, dated March 16, 2000, by and between Marconi Communications, Inc.
and Somera Communications (as amended).


 


149.         Agreement To Supply, Install and Startup a
Centralized Maintenance System of the Subscriber Network for Krakow, No.
SKB/00-0133/DW, between Telekomunikacja Polska S.A. and Marconi Communications
Polska Sp zoo.


 


150.         General Agreement for Engineering,
Construction, Installation or Maintenance of Telephone Plant, No. 04-0004-GPA,
between Verizon Services Corp. and Marconi Communications, Inc., dated as of
February 1, 2003.


 


151.         * System Purchase Agreement, No. 01-355-PUR,
dated as of October 29, 2001, between Grande Communications, Inc. and Marconi
Communications, Inc. (The rights and obligations of MCI under this Contract not
related to the Business were assigned to Advanced Fibre Access Corporation
pursuant to the Consent to Assignment Agreement, dated February 20, 2004,
between Marconi Communications, Inc. and Grande Communications, Inc.)


 


152.         * Letter Agreement, No. 01-355-LOA, dated as
of December 16, 2002, from Grande Communications, Inc. (William Morrow) to
Marconi Communications, Inc.


 


153.         Agreement, No. 00-206-GPA, dated June 15,
2000, between NewPath Holdings, Inc. and Marconi Communications, Inc.


 


154.         Intercompany Agreement, No. 01-428-SUB, dated
April 30, 2001, between Halifax Corporation and Marconi Communications, Inc.


 


155.         Intercompany Agreement, No. 99-606-SVC, dated
October 28, 1999, between Halifax Corporation and Marconi Communications, Inc.
(as amended).


 


156.         Intercompany Agreement, No. 00-204-SUB, dated
June 5, 2000, between Halifax Corporation and Marconi Communications, Inc.


 


157.         Statement of Work (SOW) for Maintenance
Services, effective January 1, 2004, between Marconi Communications, Inc. and
Puerto Rico Telephone Company.


 


158.         Contract Number 038177, No. 01-138-PUR, dated
February 17, 2000, between “BT” British Telecommunications plc and Marconi
Communications.


 


159.         Value Added Reseller Agreement, No.
98-231-VAR, dated June 1, 1998, between RELTEC Communications Inc. and DRC,
Inc.


 


160.         Purchase Agreement, No. C951505P0003, No.
95-172-PUR, dated June 27, 1995, between GTE Communication Systems Corporation
and Reliance Comm/Tec Corporation, Reliable Electric Division (as amended).


 


64





















 


161.         Purchase Order No. 244-0315-01, No.
03-0723-EF&I, and Terms and Conditions of J.A. Jones Management Services.


 


162.         Support – Maintenance Agreement for Remote
Test Heads, No. 98-417-TST, dated August 1, 1998, between RELTEC
Communications, Inc. and Telecom New Zealand Limited.


 


163.         Value Added Reseller Agreement, No.
98-550-VAR, dated August 20, 1998, between RELTEC Communications Inc. and
Cell-Tel International, Inc.


 


164.         Value Added Reseller Agreement, No. 92-119-VAR,
dated June 1, 1992, between Coastcom and Custom Design Telephone Systems (as
amended).


 


165.         Purchase Agreement No. RG61364, No.
94-108-GPS-A3, dated July 1, 1994, between Ameritech Services, Inc. and
Reliance Comm/Tec Corp. (as amended).


 


166.         Supplemental Agreement, No. 98-142-SPL, dated
March 1, 1998, between Ameritech Services, Inc. and RELTEC Communications, Inc.


 


167.         Supply Agreement, No. 00-054-GPA, dated April
12, 2001, between AT&T Wireless Services and Marconi Communications, Inc.


 


168.         Subcontract Agreement between Marconi
Communications Limited and MCI (consent required to assign pursuant to the
Support Services Agreement, dated January 28, 2004, between Marconi
Communications Limited and Jersey Telecom).


 


169.         Services Agreement, No. 02-0897-MNT, dated
August 2, 2002 between Marconi Communications, Inc. (d/b/a Marconi Services)
and University of Kansas.


 


170.         Professional Services Agreement, No.
01-1482-SVC, dated December 20, 2001, between Public Utility District No. 1 of
Chelan County and Marconi Communications, Inc.


 


171.         Purchase Order placed pursuant to Los Angeles
Terms & Conditions of Purchase, No. 01-821-RFQ, No. 31009417, dated July
13, 2001, between Marconi Communications, Inc. and County of Los Angeles.


 


172.         Master Purchase Agreement, No. 01-041-GPA,
dated December 6, 2000, between FORE Systems, Inc. d/b/a Marconi Communications
and Media.Net Communications, Inc.


 


173.         Repair and Replacement Services Agreement,
No. 01-1175-MNT, dated June 3, 2002 between Motorola, Inc. and Marconi
Communications, Inc.


 


174.         Services Agreement, No. F01M120022, No.
01-446-SVC, dated May 3, 2001, by and between United Services Automobile
Association and Marconi Communications, Inc. (d/b/a Marconi Services).


 


175.         Ameritech Supplemental Agreement, No.
97-157-SPL, dated January 13, 1997, between Ameritech Services, Inc. and RELTEC
Corporation (as amended).


 


65





















 


176.         Ericcson Specific Purchase Agreement RBS 884
Micro Outdoor Enclosure Agreement # READ-98-1812, No. 98-250-PUR, dated October
31, 1998 (effective Oct. 23, 1998 to Oct. 22, 2001), between Ericsson Radio
Systems AB and RELTEC Communications Inc.


 


177.         Ericcson SPA RBS 884 1900 Micro Enclosure
Agreement # READ-98:1811, No. 98-785-PUR, dated February 22, 1998 (effective
Feb. 15, 1999 to Feb. 14, 2002), between Ericsson Radio Systems AB and RELTEC
Communications, Inc.


 


178.         Lucent Technologies Master Construction
Agreement, No. 98-664-SVC, dated January 28, 1999, between Lucent Technologies,
Inc. and RELTEC CDTS, Inc.


 


179.         Lucent Technologies Subcontract Agreement,
No. 98-290-SUB, dated May 7, 1998, between Lucent Technologies Inc. and RELTEC
CDTS, Inc.


 


180.         MCI Worldcom Network Services RFQ, No.
98-737-RFP, dated August 16, 1999 (effective August 1, 1999), between MCI
Worldcom Network Services, Inc. and Marconi Communications, Inc.


 


181.         Unisys Corporation Regional Contractor
Agreement, No. 99-380-SVC, dated April 8, 1999, between Unisys Corporation and
RELTEC CDTS, Inc.


 


182.         MCI Master Agreement Provisions Maintenance
Agreement MCI Agreement, No. 20-810933, No. 97-355-MNT, dated July 1, 1997,
between MCI Telecommunications Corporation and Custom Design Telephone Systems,
Inc. (as amended).


 


183.         Task Order Subcontract Agreement, No. S0020,
No. 00-476-SUB, dated November 27, 2000, between American Systems Corporation
and Marconi Communications, Inc.


 


184.         IBM Subcontractor Agreement, No. 98-373-SUB,
dated July 17, 1998, between International Business Machines Corporation and
RELTEC Corp.


 


185.         Master Subcontractor Agreement, No.
00-517-SUB, dated March 22, 2001, between Marconi Communications, Inc. and
Siemens Enterprise Networks LLC.


 


186.         Product Purchase Agreement, No. 03-0179-GPA
& No. C0403950, dated November 1, 2003, between Marconi Communications,
Inc. and Telesector Resources Group Inc. d/b/a Verizon Services Group.


 


187.         Services Agreement, dated October 1, 2003,
between Radiomóvil Dipsa, S.A. de C.V. and Marconi Mexico.


 


188.         Services Agreement, dated February 18, 2004,
between Radiomóvil Dipsa, S.A. de C.V. and Marconi Mexico.


 


189.         Services Agreement, dated October 1, 2003,
between Radiomóvil Dipsa, S.A. de C.V. and Marconi Mexico.


 


66





















 


190.         Agency agreement entered into by and between
Marconi Mexico and Ms. Zolia Rosa Vite Vargas.


 


191.         Licitacion Publica 6931 T, Adquisicion de 300
Sistemas (Plataforma) de Acceso Multiservicios Integrados (IMAP) para La Red
Acceso Del SNT), Contract No. 6931 T, dated June 30, 2003, between Instituto
Costarricense de Electricidad, Costa Rica and Marconi Colombia, S.A.


 


192.         Adquisicion de Listones Para Distribuidor
Mural Licitacion Publica 7188,  No. 7188,
dated August 6, 2003, between Instituto Costarricense de Electricidad, Costa
Rica and Marconi Colombia, S.A.


 


193.         Equipment Supply Agreement, dated March 25,
2003, between Pegaso Comunicaciones y Sistemas, S.A. de C.V. and Marconi
Mexico.


 


Vendor
Contracts.


 


1.             Development Agreement, No. 94-102-DEV, dated
August 15, 1994, between AMP, Inc. and Reliance Comm/Tec Corporation.


 


2.             * Master Terms of Service, No.
03-0560-T&C, dated March 20, 2000, between Sun Microsystems, Inc. and
Marconi Communications, Inc.


 


3.             Manufacturing and Supply Agreement, No.
02-1130-MFG, dated February 18, 2002, between WeiLi Magnetics, a division of
Pulse Engineering, Inc. and Marconi Communications, Inc. (as amended).


 


4.             Supply Agreement – Distribution/Inventory
Management, No. 00-258-GPA, dated June 2, 2000, between Questron Distribution
Logistics, Inc. and Marconi Communications, Inc.


 


5.             Supply Agreement – Distribution/Inventory
Management, No. 99-257-SPY, dated August 1, 1999, between Questron
Technologies, Inc. and Marconi Communications, Inc.


 


6.             Contract Labor Agreement, No. 02-0995-LBR,
dated November 13, 2002, between Lan-Communications Inc. and Marconi
Communications, Inc.


 


7.             Contract Labor Agreement, No. 03-0697-SUB,
dated January 29, 2004, between Advance Technologies Communication Services,
Inc. and Marconi Communications, Inc.


 


8.             * Agreement for Training Services, No. 01-273-IND,
dated April 6, 2001, between Productivity Point International, Inc. and Marconi
Communications, Inc.


 


9.             * Agreement, No. 00-129-LOA, dated April 14,
2000, between Primary Network Communications, Inc. and Marconi Communications,
Inc.


 


67





















 


10.           Bellcore Master Agreement for Technical
Auditing Services, No. 92-101-SVC, dated April 2, 1992, between Bell
Communications Research, Inc. and Reliance Comm/Tec Corporation (as amended and
as supplemented by Addendums 2, 4 & 7).


 


11.           Service Agreement, No. 00-355-MNT, dated June
29, 2000, between Finn-Power International, Inc. and Marconi Electronics (a/k/a
Marconi Communications, Inc.).


 


12.           * Independent Contractor Agreement, No.
01-199-IND, February 26, 2001, between Jigsaw Solutions, Ltd. and Marconi
Communications, Inc.


 


13.           Supply Agreement, Distribution/Inventory
Management, No. 00-397-PUR, January 17, 2001, between Kent Electronics and
Marconi Communications, Inc.


 


14.           Copper Mountain Master Service Agreement, No.
00-046-SVC, dated April 24, 2000, between Marconi Communications, Inc. and
Copper Mountain.


 


15.           Principal Member Agreement, No. 00-127-OTH,
dated April 27, 2001, between Center for Power Electronics Systems at Virginia
Tech and Marconi Communications, Inc.


 


16.           OEM Purchase Agreement, No. 00-060-OEM, dated
March 29, 2000, between Dantherm HMS, Inc. and Marconi Communications, Inc.


 


17.           Purchase Agreement, No. 98-764-PUR, executed
December 24, 1998, between Hi Country Wire & Telephone, Ltd. and RELTEC
Communications, Inc.


 


18.           Contract Labor Agreement, No. 02-1003-LBR,
dated November 1, 2002, between Marconi Communications, Inc. and Selectek, Inc.


 


19.           Contract Labor Agreement, No. 02-0999-LBR,
dated October 22, 2002, between PK Diversified Group Inc. and Marconi
Communications, Inc.


 


20.           Asset Purchase Agreement and Manufacturing
and Supply Agreement, No. 02-0380-GPA, dated November 28, 2001, between EPCOS,
Inc. and Marconi Communications, Inc. (as amended).


 


21.           Agreement for Quality Assurance Assessment
Services, No. 00 020-SVC, dated February 16, 2000, between Underwriters
Laboratories Inc. and Marconi Communications, Inc.


 


22.           Electronic Data Access and Exchange
Agreement, No. 02-0959-EDI, dated September 8, 2003, between United Parcel
Service General Services Co. and Marconi Communications, Inc.


 


23.           Agreement for Software Services, No.
97-345-SVC, dated August 1, 1997, between RELTEC Corporation and USNetworks,
Inc.


 


24.           Development and Distribution Agreement, No.
93-150-OTH, dated October 29, 1993, between Reliance Comm/Tec Corporation and
Telemax Corporation.


 


68





















 


25.           Carrier Agreement, No. 03-0236-SVC, dated
September 8, 2003, between Marconi Communications, Inc. and United Parcel
Service, Inc.


 


26.           Preventive Maintenance Agreement, No.
98-208-MNT, dated May 1, 2000, between Vadakin Refrigeration and Air
Conditioning Inc. and Marconi Communications, Inc.


 


27.           Preventive Maintenance Agreement, No.
01-318-MNT, dated May 1, 2001, between Vadakin Refrigeration and Air
Conditioning Inc. and Marconi Communications, Inc.


 


28.           Generic Requirements Participation Agreement,
No. 2OSPMA, No. 02-0562-OTH, dated June 17, 2002, between Marconi
Communications, Inc. and Telcordia Technologies, Inc.


 


29.           Distributable Technical Analysis/Professional
Services – Service Order by Telcordia Technologies, No. 01-223-OTH.


 


30.           Consulting and Confidentiality Agreement, No.
01-280-CON, dated April 9, 2001, between Telwares Communications, LLC and
Marconi Communications, Inc.


 


31.           Terms and Conditions for Sale of Lucent
Equipment, No. 98-441-T&C, dated August 24, 1998, between RELTEC
Communications, Inc. and Lucent Technologies Inc.


 


32.           Mitel Elite VAR Agreement, No. 99-200-VAR,
dated April 1, 1999, between Mitel, Inc. and RELTEC/CDTS.


 


33.           Purchase Agreement, No. 01-004-SVC, dated as
of January 23, 2001, between National Waste Paper Company and Marconi
Communications, Inc.


 


34.           Travel Agency Agreement, No. 97-130-OTH,
dated September 1, 1997, between Abbey Travel, Ltd. and RELTEC Corporation.


 


35.           Contract Labor Agreement, No. 02-1007-LBR,
dated October 12, 2002, between Ace-Tech Communications, Inc. and Marconi
Communications, Inc.


 


36.           Contract Labor Agreement, No. 02-0992-LBR,
dated October 22, 2002, between ADEX Corporation and Marconi Communications,
Inc.


 


37.           Waterford Metals Metal Scrap Recovery
Agreement, No. 98-261-SVC, dated April 15, 1998, between Waterford Metals and
RELTEC Communications, Inc.


 


38.           Contract Labor Agreement, No. 02-1006-LBR,
dated October 22, 2002, between Wolf Communications LLC and Marconi
Communications, Inc.


 


39.           Contract Labor Agreement, No. 02-0994-LBR,
dated as of October 10, 2002, between Global Telecommunications, Inc. and
Marconi Communications, Inc.


 


40.           Contract Labor Agreement, No. 02-1000-LBR,
dated October 22, 2002, between Raize Staffing Solutions, LLC and Marconi
Communications, Inc.


 


69


















 


41.           Contract Labor Agreement, No. 02-1001-LBR,
dated as of October 22, 2002, between Rightech, Inc. and Marconi
Communications, Inc.


 


42.           Contract Labor Agreement, No. 02-1002-LBR,
dated October 1, 2002, between Marconi Communications, Inc. and SAL-TECH, INC.


 


43.           Manufacturing Agreement, No. 03-0096-MFG,
dated December 29, 2003, between Marconi Communications, Inc. and Solectron
Corporation.


 


44.           Contract Labor Agreement, No. 02-0998-LBR,
dated October 16, 2002, between Marconi Communications, Inc. and New Wave
People, Inc.


 


45.           Contract Labor Agreement, No. 02-0993-LBR,
dated October 1, 2002, between Marconi Communications, Inc. and Ajilon
Communications LLC.


 


46.           Network Service Agreement (United
States/Canada), No. 97-359-EDI, dated May 14, 1997 between Reliable Electric
Division, RELTEC Services and Sterling Commerce (America), Inc.


 


47.           Distribution, Marketing, Sales and Services
Agreement, No. 00-548-DEV, dated July 13, 2001, between Active Power, Inc.
and Marconi Communications, Inc.


 


48.           Supplier Consignment Program, No.
01-1458-PUR, dated January 1, 2002, between Aerovox Incorporated and Marconi
Communications, Inc.


 


49.           Network to Network Master Agreement, No.
01-034-LSE, dated July 5, 2000, between Voicenet and Marconi Communications,
Inc.


 


50.           OEM Supply Agreement, No. 99-371-OEM, dated
January 1, 1999, between Walker and Associates, Inc., and RELTEC
Communications, Inc.


 


51.           Yellow Transportation, Inc. Exact Express
Master Service Agreement, No. 02-0958-M&S, dated December 10, 2002, between
Yellow Transportation, Inc. and Marconi Communication Inc.


 


52.           University Research Agreement, No.
98-164-DEV, dated as of March 27, 1998, between RELTEC Corporation and
Rensselaer Polytechnic Institute.


 


53.           Purchase Agreement, No.00-223-PUR, dated
January 12, 2001, between Marconi Communications, Inc. and IPG Photonics
Corporation.


 


54.           Sales Monitoring, No. 03-0722-OTH, dated
October 21, 2003, between Marconi Communications, Inc. and Safe Harbor
Security, Inc.


 


55.           Softmart Letter Agreement, No. 99-701-SWL, dated
November 4, 1999, between Marconi Communications. Inc. and Softmart.


 


70





















 


56.           Installation and Service Agreement, No.
99-347-SVC, dated June 7, 1999, between Sonitrol Systems of Toronto and Marconi
Communications Canada Inc.


 


57.           Teaming Agreement, No. 00-507-OTH, dated
October 4, 2000, between Cellular Realty Advisors, Inc. and Marconi
Communications, Inc.


 


58.           OEM Supply Agreement, No. 01-1368-OEM, dated
October 1, 2001, between Channell Commercial Corporation and Marconi
Communications, Inc.


 


59.           Limited Agency Agreement, No. 01-366-OTH,
dated April 17, 2001, between Connecticut General Benefit Payments, Inc., LINA
Benefit Payments, Inc. and Equicor, Inc. and Connecticut General Life Insurance
Company, Life Insurance Company of North America, CIGNA Life Insurance Company
of New York and Equicor, Inc. and Marconi Communications, Inc.


 


60.           Value Added Reseller Agreement (Marconi Power
Products), No. 00-651-VAR, dated December 1, 2000, between Marconi Communications,
Inc. and Miller-Eads Telecom Inc. (as amended).


 


61.           Shelter Services Agreement, No. 00-1000-PUR,
dated May 30, 2000, between Elamex, S.A. de C.V., Elamex de Juarez, S.A. de
C.V. and Marconi Communications, Inc.


 


62.           Control System Service Agreement, No.
01-926-MNT, dated July 31, 2001, between Energy Management Specialists, Inc.
and Marconi Communications, Inc.


 


63.           Independent Contractor Agreement, No.
00-303-IND, dated May 16, 2000, between Marconi Communications, Inc. and Apex
Solutions, Inc. (as amended).


 


64.           Contract Labor Agreement, No. 01-278-LBR,
dated March 15, 2001, between Marconi Communications, Inc. and International
Fibercom, Inc.


 


65.           Contract Labor Agreement, No. 01-1123-LBR,
dated August 20, 2001, between Marconi Communications, Inc. and MGA Employee
Services, Inc.


 


66.           Reseller Agreement, No. 03-0015-OTH, dated
March 13, 2003, between Marconi Communications, Inc. and Modern Telecom
Systems.


 


67.           Contract Labor Agreement, No. 02-0997-LBR,
dated October 22, 2002, between Marconi Communications, Inc. and MODIS, INC.


 


68.           Services and Supply Contract, No.
02-1107-SVC, dated January 17, 2003, between Marconi Communications, Inc. and
FirstEnergy Solutions Corp.


 


69.           Contract Labor Agreement, No. 01-018-LBR,
dated December 12, 2000, between Marconi Communications, Inc. and Global
Innovations LLC.


 


70.           Contract Labor Agreement, No. 00-650-LBR,
dated November 27, 2000, between ADEX Corporation and Marconi Communications,
Inc.


 


71





















 


71.           Contract Labor Agreement, No. 00-719-LBR,
dated December 11, 2000, between Epic Solutions, LLC and Marconi
Communications, Inc.


 


72.           Contract, No. G94ACDE-PT0039, dated August
23, 1994, between Posts & Telecommunications Technology Import & Export
Corporation and Reliance Comm/Tec Corporation.


 


73.           Supply Agreement between NYNEX Cablecomms
Limited and RELTEC Corporation.


 


74.           Development Agreement, dated September 19,
1994, between Plexus Consultoria Y Proyectos and Reliance Comm/Tec Corporation.


 


75.           Contract Labor Agreement, No. 00-681-LBR,
dated December 11, 2000, between PK Diversified Group and Marconi
Communications, Inc.  and Exhibit C for
Transmission and DC Power dated June 26, 2002.


 


76.           OEM Supply Agreement, No. 99-668-OEM, dated
September 18, 2000, between Channell Commercial Corporation and Marconi
Communications, Inc.


 


77.           Natural Gas Supply Agreement, No.
04-0257-OTH, dated March 31, 2004, between Exelon Energy Company and Marconi
Communications, Inc.


 


78.           Electronic Purchase Agreement, No. 94-147-EDI,
dated June 2, 1994, between American Telephone and Telegraph Company and
Reliable Electric Company (n/k/a Marconi Communications, Inc.).


 


79.           Labor Contractor Agreement, No. 98-703-LBR,
dated September 8, 1998, between Modis, Inc. and RELTEC Communications, Inc.


 


80.           Development & Supply Agreement, No.
635-9600369, dated June 17, 1996, between Qualcomm Incorporated and RELTEC
Corporation.


 


81.           Labor Contractor Agreement, No.98-795-LBR,
dated December 15, 1998, between US Com and RELTEC Communications, Inc.


 


82.           General Procurement Agreement, No.
91-109-GPS, dated June 1, 1991, between US West Business Resources, Inc. and
Reliance Comm/Tec Corporation.


 


83.           OEM Sales Agreement, dated December 1, 1994,
between Communications Technology Corporation and Reliance Comm/Tec
Corporation.


 


84.           Contract Labor Agreement, No. 01-100-LBR,
dated January 26, 2001, between Marconi Communications, Inc. and Performance
Communications, LLC.


 


85.           Contract Labor Agreement, No. 00-575-OTH,
dated October 26, 2000, between Marconi Communications, Inc. and Rex Electric,
Inc.


 


72





















 


86.           Contract Labor Agreement, No. 00-709-LBR,
dated December 15, 2000, between Marconi Communications, Inc. and Rightech Inc.


 


87.           Contract Labor Agreement, No. 00-545-LBR,
dated October 4, 2000, between Marconi Communications, Inc. and Willetta G.
Lewis (Sal-Tech Communications Inc.).


 


88.           Contract Labor Agreement, No. 01-482-LBR,
dated May 16, 2001, between Marconi Communications, Inc. and Sal-Tech Communications.


 


89.           Contract Labor Agreement, No. 01-014-LBR,
dated January 11, 2001, between Marconi Communications, Inc. and Selectek.


 


90.           Contract Labor Agreement, No. 00-563-LBR,
dated October 1, 2000, between Marconi Communications, Inc. and SpectraSite Communications
Technical Services.


 


91.           Contract Labor Agreement, No. 01-068-LBR,
dated January 1, 2001 between Marconi Communications, Inc. and SpectraSite
Network Services – Technical Services Company.


 


92.           Contract Labor Agreement, No. 00-676-LBR,
dated December 5, 2000, between Marconi Communications, Inc. and Speed
Telecommunications, Inc.


 


93.           Contract Labor Agreement, No. 01-102-LBR,
dated January 30, 2001, between Marconi Communications, Inc. and Wolf
Communications, LLC.


 


94.           Agreement for Reproduction and Distribution
Services for BellSouth Central Office Equipment Records, No. 01-1221-PUR, dated
July 1, 2001, between QC Data Inc. and Marconi Communications, Inc.


 


95.           Agreement for Reproduction and Distribution
Services for BellSouth Central Office Equipment Records, No. 02-0083-PUR, dated
January 23, 2002, between QC Data Inc. and Marconi Communications, Inc.


 


96.           On-Site Training Proposal, 01-096-OTH, dated
December 6, 2000, between Marconi Communications, Inc. and Internet Security
Systems, Inc.


 


97.           Contract Labor Agreement, No. 01-112-LBR,
dated February 8, 2001, between Marconi Communications, Inc. and Raize
Solutions.


 


98.           Contract Labor Agreement, 01-025-LBR, dated
January 8, 2001, between Marconi Communications, Inc. and TEKsystems Inc.


 


99.           Contract Labor Agreement, 01-108-LBR, dated
December 20, 2000, Marconi Communications, Inc. and Telecom Procurement
Services, Inc.


 


100.         Contract Labor Agreement, 00-649-LBR, dated
November 2, 2000, between Marconi Communications, Inc. and TerraLink Communications,
Inc.


 


73





















 


101.         Contract Labor Agreement, 01-055-LBR, dated
January 5, 2001, between Marconi Communications, Inc. and AllCom
Telecommunications, Inc.


 


102.         Contract Labor Agreement, No. 00-702-LBR, dated
as of December 13, 2000, between Marconi Communications, Inc. and Ace-Tech
Communications, Inc.


 


103.         Developer’s Kit Sample Agreement,
02-0651-OTH, dated August 2, 2002, between 3M Touch Systems, Inc. and Marconi
Communications, Inc.


 


104.         Contract Labor Agreement, No.02-0335-LBR,
dated as of April 4, 2002, between Marconi Communications, Inc. and Cochran
Communications Services.


 


105.         Contract Labor Agreement, No. 00-686-LBR,
dated as of January 30, 2001, between Marconi Communications, Inc. and Comforce
Telecom, Inc.


 


106.         Manufacturing and Supply Agreement, dated
February 1, 2001 by and between Royal Telecom Protection, LLC and Marconi
Communications, Inc.


 


107.         Contract Labor Agreement, No. 00-677-LBR,
dated November 29, 2000, by and between Marconi Communications, Inc. and Allied
Technical Services Inc.


 


108.         Contract Labor Agreement, No. 01-191-LBR,
dated May 9, 2001, by and between Marconi Communications, Inc. and Nissie Com.


 


109.         Affirmative Action Planning Outsourcing
Agreement, No. 01-698-SVC, dated May 7, 2001, between Marconi Communications,
Inc. and Peopleclick, Inc. (as amended).


 


110.         Agreement for Professional Services, No.
98-604-CON, dated October 9, 1998, by and between RELTEC Communications, Inc.
and VaultNet, Inc.


 


111.         Security Services Agreement, No. 96-133-SVC,
dated July 30, 1996, by and between RELTEC Canada Inc. and Burns International
Security Services Limited.


 


112.         Telco Systems OEM Agreement, No. 94-160-OEM,
dated September 20, 1994, between Telco Systems, Inc. and Reliance Electric,
Ltd. (n/k/a Marconi Commuications Canada Inc.).


 


113.         Services Agreement, dated April 12, 2004, by
and between Aerotek CE and Marconi Communications, Inc.


 


114.         Relocation Services Agreement, No.
03-0739-SVC, dated November 3, 2003, between American International Relocation
Solutions, LLC and Marconi Communications, Inc.


 


115.         Agreement between Telcordia Technologies,
Inc. and Marconi Communications Inc. Relating to Battery Monitoring Technology,
No. 03-0715-SWL, dated April 8, 2004.


 


74





















 


116.         Subcontract Agreement, No. 96-279-SUB,
between Electro Componentes Mexicana, S.A. de C.V. and RELTEC Corporation
(n/k/a Marconi Communications, Inc.), dated April 15, 1997.


 


117.         Subcontract Agreement, dated November 27,
1996, between IBM World Trade Corporation and RELTEC Corporation.


 


118.         Professional Services Agreement, No.
98-136-CON, dated February 27, 1998, between RELTEC Communications, Inc. and
Integrated Systems, Inc.


 


119.         Certification Agreement, No. 01-1114-OTH,
dated April 18, 2001, between Marconi Communications, Inc. and Intertek Testing
Services NA Inc.


 


120.         Transportation Agreement, No. 96-500-OTH,
dated October 18, 1996 between Roadway Express, Inc., Reimer Express Lines
Ltd., and GEC North American Companies (as amended).


 


121.         Services Agreement, No. 00-139-SVC, dated as
of January 1, 1998, between RELTEC Foreign Holdings, Inc. and RELTEC Do Brasil
LTDA.


 


122.         Contractor Agreement, No. 02-0269-OTH, dated
May 14, 2002, between Marconi Communications, Inc. and Lante Corporation.


 


123.         General Construction Subcontract, No.
02-0283-EFI, dated November 22, 2002, between Bechtel Corporation and Marconi
Communications, Inc.


 


124.         Services Subcontract, No. 01-077-SUB-1, No.
24445-400-HCO-E00X-00015, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc.


 


125.         Services Subcontract, No. 01-077-SUB-2, No.
24445-400-HC0-E00X-00014, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc. (as amended).


 


126.         Services Subcontract, No. 01-077-SUB-3, No.
24445-700-HC0-E00X-00010, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc.


 


127.         Services Subcontract, No. 01-077-SUB-4, No.
24445-300-HC0-E00X-00010, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc.


 


128.         Services Subcontract, No. 01-077-SUB-5, No.
24445-100-HC0-E00X-00011, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc.


 


129.         Services Subcontract, No. 01-077-SUB-6, No.
24445-600-HC0-E00X-00017, dated June 6, 2001, between Bechtel Corporation and
Marconi Communications, Inc.


 


130.         General Construction Services Subcontract,
No. 02-0889-EFI, No. 24782-002-HC2-UB00-00012, dated August 16, 2002, between
Bechtel Corporation and Marconi Communications, Inc. (as amended).


 


75





















 


131.         Contract Labor Agreement, No. 01-042-LBR,
dated January 02, 2001, between Marconi Communications, Inc. and Outsource One.


 


132.         Contract Labor Agreement, No. 01-001-LBR,
dated January 9, 2001, between Marconi Communications, Inc. and TAD Telecom,
LLC.


 


133.         Professional Third Party Training and
Training Assessment Agreement, No. 01-367-OTH, dated January 1, 2002, between
Marconi Communications, Inc. and Telephony Quest.


 


134.         Kent Electronics Purchase Agreement, No.
00-372-PUR, dated January 17, 2002, between Marconi Communications, Inc. and
Kent Electronics.


 


135.         QC Data – EF&I Agreement, No. 04-001-EFI,
dated March 1, 2004 (effective January 1, 2004), between Marconi
Communications, Inc. and QC Data, Inc.


 


136.         Right-Tech EF&I Labor Contract, No.
02-1001-LBR, dated October 22, 2002, between Marconi Communications, Inc. and
Rightech, Inc.


 


137.         Spectrum Control, Inc. Purchase Agreement,
No. 03-0083-PUR, dated May 1, 2003, between Spectrum Control, Inc. and Marconi
Communications, Inc.


 


138.         Contract Labor Agreement, No. 02-0996-LBR,
dated October 2, 2002, between Marconi Communications, Inc. and MGA Employee
Services, Inc.


 


139.         Master Subcontract Agreement No. MO990156PR,
No. 99-543-SUB, dated August 11, 1999, between Marconi Communications, Inc. and
Southwestern Bell Telephone Company.


 


Distributor
Contracts.


 


1.             General Distributor Agreement, No.
98-313-DST, dated May 1, 1998, between Famous Telephone Supply Co. and RELTEC
Communications, Inc. (as amended).


 


2.             General Distributor Agreement, No.
98-318-DST, dated May 1, 1998, between Potelcom Supply and RELTEC
Communications, Inc. (as amended).


 


3.             General Distributor Agreement, No.
00-135-DST, between Arion and Marconi Communications, Inc.


 


4.             General Distributor Agreement, No.
98-309-DST, dated May 1, 1998, by and between RELTEC Communications, Inc. and
Cable Plus.


 


5.             Distributor Agreement, No. 99-737-SRP,
effective June 1, 1999, between COLTEL and Marconi Communications, Inc.


 


6.             General Distributor Agreement, No.
98-311-DST, dated May 1, 1998, between CSSA and RELTEC Communications, Inc. (as
amended) (The rights and obligations of MCI 


 


76





















 


under this Contract not related to the Business were assigned to
Advanced Fibre Access Corporation pursuant to the Consent to Assignment
Agreement, by and between Marconi Communications, Inc., Advanced Fibre Access
Corporation and CSSA.)


 


7.             General Distributor Agreement, No.
98-312-DST, dated May 1, 1998, between RELTEC Communications, Inc. and Dakota
Electric Supply Co. (as amended). (The rights and obligations of MCI under this
Contract not related to the Business were assigned to Advanced Fibre Access
Corporation pursuant to the Consent to Assignment Agreement, dated February 2,
2004, by and between Marconi Communications, Inc., Advanced Fibre Access
Corporation and Dakota Electric Supply Co.)


 


8.             General Distributor Agreement, No.
98-316-DST, dated May 1, 1998, between Litecomm Supply Company and RELTEC
Communications, Inc.


 


9.             General Distributor Agreement, No.
99-504-DST, dated August 26, 1999, between KES and Marconi Communications, Inc.
(as amended).


 


10.           General Distributor Agreement, No.
98-315-DST, dated May 1, 1998, between KGP Telecommunications and RELTEC
Communications, Inc. (as amended).


 


11.           General Distributor Agreement, No.
02-0135-DST, dated March 1, 2002, between Marconi Communications, Inc. and SCS,
Limited.


 


12.           General Distributor Agreement, No. 98-317-DST,
dated May 1, 1998, between RELTEC Communications, Inc. and NCP.


 


13.           Distributor Agreement, No. 02-1200-DST, dated
May 25, 2002, between Acumuladores Duncan C.A. and Marconi Communications, Inc.


 


14.           General Distributor Agreement, No. 98-743-DST,
dated October 1, 1998, between Vikimatic Inc. and RELTEC Communications, Inc.


 


15.           General Distributor Agreement, No.
98-321-DST, dated May 1, 1998, between Walker & Associates, Inc. and RELTEC
Communications, Inc. (as amended). (The rights and obligations of MCI under
this Contract not related to the Business were transferred to Advanced Fibre
Access Corporation pursuant to the Consent to Assignment Agreement, dated
February 5, 2004, by and between Marconi Communications, Inc., Advanced Fibre
Access Corporation and Walker & Associates, Inc.)


 


16.           General Distributor Agreement, No.
98-314-DST, dated May 1, 1998, between GoldCom, Inc. and RELTEC
Communications, Inc.


 


17.           Distributor Agreement, No. 02-0136-DST,
February 1, 2003, between Alltel Communications Products, Inc. and Marconi
Communications, Inc.


 


18.           General Distributor Agreement, No.
98-306-DST, September 1, 1998, between Alltel Supply, Inc. and RELTEC
Communications, Inc. (The rights and obligations of MCI under this Contract not
related to the Business were assigned to Advanced Fibre Access 


 


77





















 


Corporation pursuant to the Consent to Assignment Agreement, by and
between Marconi Communications, Inc., Advanced Fibre Access Corporation and
Alltel Communications Products, Inc.)


 


19.           General Distributor Agreement, No.
98-310-DST, dated May 1, 1998, between RELTEC Communications, Inc. and Clifford
of Vermont, Inc.


 


20.           Distributor Agreement, No. 99-742-DST,
between Marconi Communications, Inc. and Clorex Sistemas de Energia S.A.


 


21.           General Distributor Agreement, No.
00-450-DST, dated April 3, 2002, between Marconi Communications, Inc. and
Codale Electric Supply, Inc.


 


22.           General Distributor Agreement, No.
00-260-DST, dated August 1, 2000, between Marconi Communications, Inc. and
Sunbelt Telecommunications, Inc.


 


23.           General Distributor Agreement, No.
98-549-DST, dated May 1, 1998, between Marconi Communications, Inc. and
Anixter, Inc. (as amended) (The rights and obligations of MCI under this
Contract not related to the Business were assigned to Advanced Fibre Access
Corporation pursuant to the Consent to Assignment Agreement, by and between
Marconi Communications, Inc., Advanced Fibre Access Corporation and Anixter,
Inc.)


 


24.           Ericsson Distribution Agreement, No.
02-1038-DST, dated December 5, 2003, between LM Ericsson Limited and Marconi
Communications, Inc.


 


25.           General Distributor Agreement, dated December
1, 1994, between Communications Supply Company and Reliance Comm/TEC
Corporation.


 


26.           General Distributor Agreement, dated April 1,
1994, between TWCOMCORP and Reliance Comm/Tec Corporation.


 


27.           General Distributor Agreement, dated March
19, 1996, between Wireless Installation Services and RELTEC Corporation.


 


28.           General Distributor Agreement, dated as of
February 3, 1993, between Reliance Comm/Tec Corporation and Energy Electric
Cable, Inc.


 


29.           General Distributor Agreement, dated November
26, 1991, between GENCAB of Canada and Reliance Electric, Ltd. Telecom
Division.


 


30.           General Distributor Agreement, No.
98-307-DST, dated May 1, 1998, between Anicom, Inc. and RELTEC Communications,
Inc.


 


31.           General Distributor Agreement, No.
01-1193-DST, dated October 1, 2001, between Marconi Communications, Inc. and
Global Energy & Technology, Inc.


 


32.           General Distributor Agreement, No.
98-495-VAR, dated November 23, 1998, between TESSCO Technologies Incorporated
and RELTEC Communications, Inc.


 


78





















 


33.           General Distributor Agreement, dated May 1,
1998, between Power & Telephone Supply Company, Inc. and RELTEC
Communications, Inc.


 


34.           OEM/Distributor Agreement, No. 97-339-OEM,
dated October 14, 1997, between Siemens Telecom Network and RELTEC Corporation.
(The rights and obligations of MCI under this Contract not related to the
Business were assigned to Advanced Fibre Access Corporation pursuant to the
Consent to Assignment Agreement, dated February 27, 2004, by and between
Marconi Communications, Inc., Advanced Fibre Access Corporation and Siemens
Information & Communications Networks, Inc.)


 


35.           General Distributor Agreement, dated January
15, 1997, between RELTEC Corporation and North Supply Company and RELTEC
Corporation (as amended).


 


Intellectual
Property Licenses.


 


1.             Software Licensing Agreement, dated June 15,
1992, between American Telephone & Telegraph and Reliance Comm/Tec
Corporation; Technical Information Agreement, dated June 15, 1992, between
American Telephone & Telegraph and Reliance Comm/Tec Corporation.


 


2.             Hyperion Software License Agreement, No.
95-175-LIC, dated June 27, 1995, between Hyperion Software Corporation and
Reliance Comm/Tec Corporation.


 


3.             Software License Agreement, License No: SLA
52103.4 No. 99-902-SWL, dated January 5, 1999, between RELTEC Communications,
Inc. and Integrated Systems, Inc.


 


4.             License Agreement, No. 96-415-TCL, dated July
30, 1996, by and between Johnson Controls Battery Group, Inc. and RELTEC
Corporation.


 


5.             Contract No. 
95-174-LIC, dated October 20, 1995, between Vertex Inc. and Reliance
Comm/Tec.


 


6.             Software License Agreement, Contract No.
98-609-LIC, dated February 28, 1997, between Integrated Systems, Inc. (n/k/a
Wind River Systems, Inc.) and RELTEC Corporation (as amended).


 


7.             OEM License Agreement, No. 00-369-TCL, dated
September 19, 2000, between Echelon Corporation and Marconi Communications,
Inc.


 


8.             Customer Agreement for Licensed Products, No.
99-850-SWL, dated August 31, 1999, between Marconi Communications, Inc. and
Parametric Technology Corporation. (The rights and obligations of MCI under
this Contract not related to the Business were assigned to Advanced Fibre
Access Corporation pursuant to the Consent to Assignment Agreement, dated
February 19, 2004, by and between Marconi Communications, Inc., Advanced Fibre
Access Corporation and Parametric Technology Corporation.)


 


79





















 


9.             Subscription and License Agreement for
Telcordia Copyrighted Publications Contract No. 4MAGR1, No. 04-0120-OTH, dated
May 18, 2004, between Telcordia Technologies and Marconi Communications, Inc.


 


10.           *Cross License Agreement, dated February 20,
2004, by and among Marconi IP, Marconi Communications, Inc., Marconi
Corporation plc, Marconi UK Intellectual Property Limited, Marconi
Communications SpA, Marconi Communications GmbH, Advanced Fibre Access
Corporation, and, with respect to Section 6.15 thereto only, Advanced Fibre
Communications, Inc.


 


IT
Contracts.


 


1.             Agreement to Enter Partnership, No.
99-101-OTH-2, No. 99-101-SVC, dated November 3, 1999, between KII
Telecommunications Partners and Marconi Communications, Inc.


 


2.             Agreement to Enter Partnership, No.
99-101-OTH-1, No. 99-10-SVC, dated March 10, 1999, between KII
Telecommunications Partners and RELTEC Communications, Inc.


 


3.             Participation Agreement and Irrevocable Guaranty,
No. 99-101-OTH, dated December 17, 1999, between AT&T Corp. and Marconi
Communications, Inc. and is consented to by K-II Telecommunications Partners,
Inc.


 


4.             Software License Agreement, dated March 26,
1999, between ACTA Technology, Inc. and RELTEC Communications, Inc.


 


5.             Software License Agreement, No. 99-695-SWL,
dated June 30, 1999, between Software Experts, Inc. (d/b/a GETPAID Software)
and Marconi Communications, Inc.


 


6.             IBM Lotus International Passport Advantage
Agreement, No.99-698-SWL, dated July 24, 1998 between IBM Lead Company and
Reltec Corporation.


 


7.             RedBrick License Agreement and Maintenance
and Support Agreement, dated March 19, 1999, between SYSIX Technologies and
RELTEC Communications, Inc.


 


8.             Microsoft Select Master Agreement, No.
01-04759, dated November 25, 1997 between RELTEC Corporation and Microsoft
Corporation; Addendum A to Microsoft Select Master Agreement, dated July 1,
1998.


 


9.             Corporate License Agreement No. 98-183-LIC,
dated May 6, 1998, between Reltec Corporation and Novell.


 


10.           Vertex Inc. End-User License, Contract No.
96-414-LIC, dated November 27, 1996, between Vertex Inc. and Reltec
Corporation.


 


11.           Trial Software License Agreement, Contract
No. 01-1006-SWL, dated September 10, 2001, between Vertex Inc. and Marconi
Communications, Inc.


 


80





















 


12.           Software License Agreement, No. 00-010-SWL,
dated March 21, 2000, between EMC Corporation and Marconi Communications, Inc.
(as amended).


 


13.           Software End User License Agreement, No.
97-351-LIC, dated November 3, 1997, between Extensity Software, Inc. and RELTEC
Corporation.


 


14.           Enterprise System License Agreement, No.
97-360-LIC, dated December 17, 1997, between GE Information Services, Inc. and
RELTEC Corporation (as amended).


 


15.           License Agreement, No. 99-694-SWL,dated
December 21, 1999, by and between IXOS Software, Inc. and Marconi
Communications, Inc.; Consulting Services Agreement, dated December 21, 1999,
by and between IXOS Software, Inc. and Marconi Communications, Inc. Software
Maintenance Agreement, No. 99-694-SWL, dated December 21, 1999, by and between
IXOS Software, Inc. and Marconi Communications, Inc.


 


16.           Software License Agreement No. 99-124-LIC,
dated April 22, 1999, between Mercury Interactive Corporation and RELTEC.


 


17.           License Agreement, No. 99-192-LIC, dated
March 25, 1999, between Pinnacle SoftCom Corporation and RELTEC.


 


18.           SAP America, Inc. R/3 Software End-User Value
License Agreement, No. 99-689-SWL, dated April 4, 1997, between SAP America,
Inc. and RELTEC Corporation (as amended).


 


19.           Non-Exclusive License Agreement No.
99-419-DEV dated August 26, 1999 between Marconi Communications, Inc. and
Symmetry Corporation.


 


20.           Master Agreement (MA-01-02), dated March 31,
2002, by and between Dun & Bradstreet, Inc. and Marconi Communications,
Inc.


 


21.            [CSC Outsourcing Arrangement.  Consents required in relation to the CSC
Outsourcing Arrangement to be determined with the finalization of the
information technology transition arrangements.]


 


22.           Remote Access Environment (UUNet) services
provided by MCI (f/k/a Worldcom) to Marconi Communications, Inc. for PC Remote
Access. (MCI has not been able to locate a true and complete copy of this
Contract and has therefore not made available a true and complete copy to the
Purchasers.)


 


23.           Master Agreement, No. MA-01-02, dated March
31, 2002, by and between Dun & Bradstreet, Inc. and Marconi Communications,
Inc. (as amended).


 


24.           ATL Products under Software Maintenance and
Support Agreement; Coverage dates: February 1, 2004 - January 31, 2005


 


25.           Bottom Line under Software Maintenance and
Support Agreement; Coverage dates: February 1, 2004 - January 31, 2005


 


81





















 


26.           Cadre Computers (Checkpoint Software) under
Software Maintenance and Support Agreement; Coverage dates: January 1, 2004 -
December 31, 2004


 


27.           CIM Concepts under Software Maintenance and
Support Agreement; Coverage dates: January 1, 2004 - December 31, 2004


 


28.           HP (Omniback Software) under Software Maintenance
and Support Agreement; Coverage dates: April 1, 2004 - March 31, 2005


 


29.           Network Associates under Software Maintenance
and Support Agreement; Coverage dates: April 1, 2004 - March 31, 2004


 


30.           Brio Maintenance and Support Agreement, No.
99-693-MNT, dated April 1, 1999, between Brio Technology Inc. and RELTEC
Communications Inc. (3.95.36)


 


31.           Software License Agreement, No. 481684-9
between Connectria and Marconi Communications Inc.


 


32.           In addition to the IT Contracts set forth
above, the Sellers license from licensors certain software set forth below.
(MCI has not been able to locate true and complete copies of the Contracts
relating to the software tools set forth below and has therefore not made
available to the Purchaser true and complete copies of such Contracts.)


 


Software Tool


 


CSS
Horizon Web-site.


 


Quantum
Software


 


Secure
id


 


33.           All Contracts used by any Service Provider
(as defined in the Transition Services Agreement) to provide Services (as
defined in the Transition Services Agreement) to the applicable Purchaser, or
used by the applicable Purchaser to receive any Services under the Transition
Services Agreement, except for those Contracts identified in the Transition
Services Agreement as requiring Consent of the counter-parties in connection
with the transactions contemplated by the Transition Services Agreement (which
Contracts are incorporated herein by reference).


 


Other
Contracts.


 


1.             NG Cue Development & Supply Agreement,
No. 02-914-DEV, dated February 4, 2004, by and between Marconi Communications
Canada Inc. and Hy-Grade Precast Concrete.


 


2.             Ramp Driving Access Application Agreement,
No. 02-1106-OTH, dated December 13, 2002, between Marconi Communications, Inc.
and Port of Seattle.


 


82





















 


3.             Agreement, No. 02-0841-OTH, dated June 20,
2002, between Marconi Communications, Inc. and Isocore Corporation.


 


4.             Asset Purchase Agreement and Bill of Sale,
dated February 1, 2002, between Marconi Communications, Inc. and Royal Telecom
Protection, LLC.


 


5.             Strategic Alliance Agreement, dated January
26, 2004, between Marconi Communications, Inc. and Harris Corporation
(subsequently assigned by Harris Corporation to Fluke Networks).


 


6.             Equity Transfer Contract, dated November 22,
2003, by and among Marconi Communications, Inc., LinTech Limited and Guangdong
Telecom Industry Group Corporation.


 


7.             Vital Networks and Joint Marketing Agreement,
No. 00-169-OTH, dated September 8, 2000, between VITAL Network Services LLC and
Marconi Communications, Inc.


 


8.             Documentation and Training Agreement, No.
02-0507-OTH, dated March 21, 2003, between Ciena Corporation and Marconi
Communications, Inc.


 


9.             Electronic Data Interchange Trading Partner
Agreement, No. 92-117-EDI, dated June 1, 1992, between U S West
Business Resources, Inc. and the Reliance Comm/Tec Companies named therein.


 


10.           Electronic Data Interchange Trading Partner
Agreement, No. 98-218-EDI, dated December 1, 1998, between Ameritech Services,
Inc. and RELTEC Communications.


 


11.           Electronic Data Interchange Trading Partner
Agreement, No. 97-170-EDI, dated August 26, 1996, by and between RELTEC
Corporation and Bourns, Inc.


 


12.           Electronic Data Interchange Trading Partner
Agreement, No. 91-113-EDI, dated June 1, 1993, between Reliance Comm/Tec
Corporation and Philips Components Discrete Products.


 


13.           Electronic Data Interchange Trading Partner
Agreement, No. 97-159-EDI, dated September 10, 1997, between Allegheny Ludlum
Corporation and RELTEC Corporation.


 


Real
Property Leases.


 


1.             Office lease agreement, dated December 5,
1996, by and between Duke Realty Limited Partnership and RELTEC Corporation, as
amended by that certain First Lease Amendment dated September 10, 1997, by that
certain Second Lease Amendment dated February 25, 1998, by that certain Third
Lease Amendment dated August 28, 1998 and by that certain Fourth Lease
Amendment dated September 20, 2002.


 


2.             Agreement of Lease, dated April 27, 2004, by
and between DA Avalon Center, LLC and Marconi Communications, Inc.


 


83





















 


3.             Lease, dated August 31, 1999, by and between
McKeon, Ltd. and Marconi Communications, Inc.


 


4.             Lease, dated December 17, 2003, by and
between Burger Investments FLP and Marconi Communications, Inc.


 


5.             Lease Agreement, dated August 16, 1997, by
and between LaSalle National Trust N.A. and RELTEC Corporation, as amended by
that certain First Lease Amendment dated February 1, 1998.


 


6.             Business Park Lease, dated March 6, 1995, by
and between Fife Business Park and Reliance Comm/Tec Corporation.


 


7.             Industrial Space Lease Agreement, dated July
22, 1997, by and between McShane Corporation and RELTEC Corporation, as amended
by that certain First Amendment to Lease dated February 18, 1998 and by that
certain Second Amendment to Lease dated May 30, 2001.


 


8.             Commercial Lease Agreement, dated October 22,
2002, by and between Lincoln Development, LLC and Marconi Communications, Inc.


 


9.             Lease Agreement, dated May 21, 2003, by and
between Salem Business Park, L.L.C. and Marconi Communications, Inc.


 


10.           Lease, dated February 22, 2003, by and
between Northern Ohio Associates Limited Partnership and Marconi
Communications, Inc.


 


11.           Lease, dated January 21, 2003, by and between
Chapin Warehousing, Inc. and Marconi Communications, Inc.


 


12.           Lease Agreement, dated October 9, 2002, by
and between The Don G. Mercer Family Trust d/b/a Mercer Properties and Marconi
Communications, Inc.


 


13.           Lease, dated May 10, 2004, by and between
Fossil Creek Crown Partners, Ltd. and Fossil Creek Crown Investments, Inc. and
Marconi Communications, Inc.


 


14.           Lease, dated December    
2003, by and between Frank J.T. Strano and Marconi Communications, Inc.


 


15.           Lease, dated April 1, 2003, by and between
Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


16.           Lease, dated August 1, 2003, by and between
Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


17.           Lease, dated September 1, 2002, by and
between Inmobiliaria Quetzal, S.A. de C.V and Marconi México.


 


84





















 


18.           Lease, dated November 1, 2002, by and between
Mrs. Ma. Daisy Hasbun Cassis and Marconi México.


 


19.           Lease, dated November 1, 2002, by and between
Mrs. Sandra Hasbun Hasbun and Marconi México.


 


20.           Lease, dated November 1, 2003, by and between
Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo
Financiero Banorte and Marconi México.


 


21.           Lease, dated October 15, 1999, by and between Inmobiliaria Lizme, S.A.
de C.V. and Reltec de México, S.A. de C.V. (currently Marconi Mexico).


 


Personal
Property Leases.


 


1.             Master Equipment Lease Agreement, No.
00-076-LSE, dated July 17, 1998, between RELTEC Corporation and
Forsythe/McArthur Associates, Inc. (as amended).


 


2.             Master Lease Agreement, No. 27341 and
Lease Schedule, No. 01-354-LSE, dated January 29, 2001, between Marconi
Communications, Inc. and Center Capital Corporation.


 


3.             Citicorp Dealer Finance Master Equipment
Lease Agreement, No. 01-833-LSE, dated August 1, 2001, between Citicorp
Del-Lease, Inc. and Marconi Communications, Inc.


 


4.             Equipment Lease, No. 95-400-LSE, dated
December 11, 1995, between PHH Financial Services, Inc. and RELTEC Corporation.


 


a.             Equipment Lease- Schedule 11, No.
95-400-LSE-S11, dated December 11, 1995, between PHH Financial Services, Inc.
and RELTEC Corporation.


 


b.             Equipment Lease- Schedule 13, No.
95-400-LSE-S13, dated December 11, 1995, between PHH Financial Services, Inc.
and RELTEC Corporation.


 


c.             Equipment Lease- Schedule 8, No.
95-400-LSE-S8, dated December 11, 1995, between PHH Financial Services, Inc.
and RELTEC Corporation.


 


5.             Operating Lease No. 2742, No. 92-175-LSE,
dated September 23, 1992, between PHH FleetAmerica Corporation and Reliance
Electric Company.


 


6.             Master Lease Agreement, No. 01-200-LSE, dated
April 3, 2001, between Marconi Communications, Inc. and Steelcase Financial
Services Inc. (as amended).


 


7.             Master Lease Agreement, No. 96-281-LSE, dated
March 6, 1996, by and between RELTEC Corporation and Hewlett-Packard
Corporation (as amended).


 


a.             Equipment Schedule TF-24971A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


85





















 


b.             Equipment Schedule TF-24972A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


c.             Equipment Schedule TF-24973A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


d.             Equipment Schedule TF-24974A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


e.             Equipment Schedule TF-24975A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


f.              Equipment Schedule TF-24976A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


g.             Equipment Schedule TF-24977A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


h.             Equipment Schedule TF-24978A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


i.              Equipment Schedule TF-24979A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


j.              Equipment Schedule TF-24721A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


k.             Equipment Schedule TF-31025A, dated December
3, 2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


8.             Master Lease Agreement, dated April 10, 1997,
between RELTEC Corporation and National City Leasing Corporation.


 


a.             Equipment Schedule No. 1 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


b.             Equipment Schedule No. 3 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


c.             Equipment Schedule No. 7 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


d.             Equipment Schedule No. 8 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


e.             Equipment Schedule No. 10 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


86





















 


f.              Equipment Schedule No. 17 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


g.             Equipment Schedule No. 20 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


h.             Equipment Schedule No. 29 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


i.              Equipment Schedule No. 30 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


j.              Equipment Schedule No. 31 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


k.             Equipment Schedule No. 32 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


l.              Equipment Schedule No. 33 to Master Lease
Agreement No. 07249, dated April 10, 1997, between National City Corporation
and RELTEC Corporation.


 


9.             Master Lease Agreement No. 99-330, LSE, dated
November 1, 1999, between Dell Financial Services L.P and Marconi Communications,
Inc.


 


10.           Lease Agreement, No. 34566.1, between Image
Financial Services and Marconi Communications Canada Inc. (for C2058
ImagePrinter Colour System).


 


11.           Lease Agreement between Image Financial
Services and Marconi Communications Canada Inc. (for 5300T Digital System).


 


12.           Lease Contract, between CISC Capital Inc. and
Marconi Communications Canada Inc. (for Canon Image Runner 8500).


 


13.           Lease Contract, dated April 2003, between
CBSC Capital Inc. and Marconi Communications Canada Inc. (for Canon2050P Fax).


 


14.           Lease Contract, between CBSC Capital Inc. and
Marconi Communications Canada Inc. (for Canon Image Runner 2200 and LC 710
Fax).


 


15.           Lease Contract, between CBSC Capital Inc. and
Marconi Communications Canada Inc. (for GP200S Attachment).


 


16.           Lease Agreement between IKON Office Solutions
and Marconi Communications Canada Inc. (for Canon Imager 2220N).


 


17.           Lease Agreement, dated March 19, 2004,
between Ryder Finance Corporation and Marconi Communications Canada Inc.


 


87





















 


18.           Rental Agreement, dated November 3, 2002,
between CIT and Marconi Communications Canada Inc.


 


19.           Agreement, No. 6219706, between Pitney Bowes
and Marconi Communications Canada Inc. (for mail machine, including scale and
meter).


 


20.           Rental Agreement between RELTEC Canada Inc.
and OE London Inc. (for Canon 9000S Facsimile).


 


21.           Lease agreement, dated June 18, 2001, entered
into by and between Xerox Mexicana, S.A. de C.V. and Marconi México.


 


22.           Lease agreement, dated June 9, 1998, entered
into by and between Xerox Mexicana, S.A. de C.V. and Productos Reltec de
México, S.A. de C.V. (currently Marconi México).


 


23.           Lease agreement, dated February 23, 1998,
entered into by and between Xerox Mexicana, S.A. de C.V. and Productos Reltec
de México, S.A. de C.V. (currently Marconi México).


 


24.           Lease agreement, dated September 30, 2000,
entered into by and between Ikon México, S.A. de C.V. and Marconi Mexico. (MCI
has not made available to the Purchasers a true and complete copy of this
Contract.)


 


25.           Customer Agreement, dated January 24, 2003,
between Marconi Communications, Inc. and Oce-USA, Inc.


 


88





















 


Schedule 4.4(a)

Annual Management Accounts


 


U.S.$ (millions)


 


Statement of Operating Profit for Year Ended March 31, 2004


 


	
  Sales

  	
   

  	
  $

  	
  378.8

  	
   

  
	
  Cost of
  Sales

  	
   

  	
  $

  	
  302.4

  	
   

  
	
  Gross Profit

  	
   

  	
  $

  	
  76.4

  	
   

  
	
  Operating
  Expenses

  	
   

  	
  $

  	
  52.7

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Operating
  PBIT

  	
   

  	
  $

  	
  23.7

  	
   

  



 


Statement of Assets and Liabilities to be Transferred
Pursuant to this Agreement as of March 31, 2004


 


	
  Net Accounts Receivable

  	
   

  	
  $

  	
  47.6

  	
   

  
	
  Net
  Inventory

  	
   

  	
  54.0

  	
   

  
	
  Prepaids
  & Other Current Assets

  	
   

  	
  3.7

  	
   

  
	
  Fixed Assets

  	
   

  	
  45.2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Assets

  	
   

  	
  $

  	
  150.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Net Accounts
  Payable

  	
   

  	
  42.4

  	
   

  
	
  Accrued
  Compensation & Benefits

  	
   

  	
  11.7

  	
   

  
	
  General
  Warranty

  	
   

  	
  2.5

  	
   

  
	
  Other
  Current Liabilities

  	
   

  	
  3.6

  	
   

  
	
  Restructure
  Reserves

  	
   

  	
  7.7

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Liabilities

  	
   

  	
  $

  	
  67.9

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  $

  	
  82.6

  	
   

  



 


89





















 


Schedule 4.4(b)(i)

Deviations from UK GAAP


 


1.             The Management Accounts do not include (A)
normal recurring year-end adjustments that have not been and will not be
material in amount and (B) applicable footnotes.


 


2.             With respect to Fixed Assets, a provision of
$1.9 million is recorded as of 3/31/04 as a valuation allowance against the
Lorain, Ohio facility.


 


3.             In February 2004, MCI completed the sale of
its North American Access Business to AFC. 
In connection with this sale, MCI and AFC entered into a General
Purchase Agreement pursuant to which the OPPS Business sells products to AFC’s
North American Access Business.  The
Statement of Operating Profit for Year Ended March 31, 2004 has been prepared
as if this General Purchase Agreement had been in place for the entire fiscal
year.  Therefore, the intercompany sales
to the North American Access Business when it was owned by MCI have been
recognized on the Statement of Operating Profit for Year Ended March 31, 2004
as third-party sales based on the pricing levels and other terms set forth in
the General Purchase Agreement.


 


4.             The Statement of Assets and Liabilities to be
Transferred Pursuant to this Agreement as of March 31, 2004 excludes all assets
and liabilities of the following benefit plans and arrangements: (A) Marconi
USA Employees’ Retirement Plan, (B) RELTEC Corporation Retirement Plan, (C)
Reliance Comm/Tec Corporation Supplemental Retirement Plan, effective August,
1995, (D) Reliance Comm/Tec Corporation Special Retirement Program for Elected
Officers effective August, 1995, (E) retiree medical obligations under
Supplement A to the Marconi Total Rewards Program, (F) pension and other
obligations described in paragraphs 1 and 2 of Schedule Mexico-1, (G) Pension
Plan for the Salaried and Management Employees of Marconi Communications Canada
Inc. and (H) Pension Plan for the Hourly Employees of Marconi Communications
Canada Inc.


 


5.             The Statement of Operating Profit for Year
Ended March 31, 2004 excludes all charges associated with the Business
restructure cost.  The Statement of
Assets and Liabilities to be Transferred Pursuant to this Agreement as of March
31, 2004 includes a restructure reserve accrual of $7.7 million as related to
the Business.


 


6.             The Management Accounts do not include any
adjustments related to Marconi’s acquisition of RELTEC.


 


90





















 


Schedule 4.4(b)(ii)

Exceptions to Annual Balance Sheet and June Balance Sheet


 


Neither the Annual Balance Sheet nor the June
Balance Sheet includes any assets or liabilities related to the following
benefit plans and arrangements: (A) Marconi USA Employees’ Retirement Plan, (B)
RELTEC Corporation Retirement Plan, (C) Reliance Comm/Tec Corporation
Supplemental Retirement Plan, effective August, 1995, (D) Reliance Comm/Tec
Corporation Special Retirement Program for Elected Officers effective August,
1995, (E) retiree medical obligations under Supplement A to the Marconi Total
Rewards Program, (F) pension and other obligations described in paragraphs 1
and 2 of Schedule Mexico-1, (G) Pension Plan for the Salaried and Management
Employees of Marconi Communications Canada Inc., (H) Pension Plan for the
Hourly Employees of Marconi Communications Canada Inc., (I) Savings and
Investment Plan for the Employees of Marconi Communications Canada Inc.
including the plan text described in the third bullet of Schedule Canada-3 and
(J) the savings plans described in paragraphs 9 and 10 of Schedule Mexico-1.


 


91





















 


Schedule 4.4(c)

Calculation of Benchmark Amount


 


U.S.$ (millions)


 


	
   

  	
   

  	
  Annual

  Balance

  Sheet

  	
   

  	
  Remove

  Restructure

  	
   

  	
  Remove

  Fixed Assets

  	
   

  	
  EMR Agreed

  Adjustment

  	
   

  	
  Remove

  Warranty

  	
   

  	
  Working

  Capital

  	
   

  
	
  Net
  Accounts Receivable

  	
   

  	
  $

  	
  47.6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  47.6

  	
   

  
	
  Net
  Inventory

  	
   

  	
  $

  	
  54.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  54.0

  	
   

  
	
  Prepaids
  & Other Current Assets

  	
   

  	
  $

  	
  3.7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  3.7

  	
   

  
	
  Fixed
  Assets

  	
   

  	
  $

  	
  45.2

  	
   

  	
   

  	
   

  	
  (45.2

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  Total
  Assets

  	
   

  	
  $

  	
  150.5

  	
   

  	
   

  	
   

  	
  (45.2

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  105.3

  	
   

  
	
  Accounts
  Payable

  	
   

  	
  $

  	
  42.4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  42.4

  	
   

  
	
  Accrued
  Compensation & Benefits

  	
   

  	
  $

  	
  11.7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.3

  	
   

  	
   

  	
   

  	
  $

  	
  13.0

  	
   

  
	
  General
  Warranty

  	
   

  	
  $

  	
  2.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (2.5

  	
  )

  	
  —

  	
   

  
	
  Other
  Current Liabilities

  	
   

  	
  $

  	
  3.6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  3.6

  	
   

  
	
  Restructure
  Reserves

  	
   

  	
  $

  	
  7.7

  	
   

  	
  (7.7

  	
  )

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  Total Liabilities

  	
   

  	
  $

  	
  67.9

  	
   

  	
  (7.7

  	
  )

  	
   

  	
   

  	
  1.3

  	
   

  	
  (2.5

  	
  )

  	
  $

  	
  59.0

  	
   

  
	
  Net
  Assets / Benchmark Amount

  	
   

  	
  $

  	
  82.6

  	
   

  	
  7.7

  	
   

  	
  (45.2

  	
  )

  	
  (1.3

  	
  )

  	
  2.5

  	
   

  	
  $

  	
  46.3

  	
   

  



 


92


















 


Schedule 4.5

No
Adverse Effects or Changes


 


Deviations from the Ordinary Course of Business since March 31,
2004


 


1.                                       The Business has completed its roll out of
SAP in Mexico.


 


2.                                       The restructuring of the Services component
of the Business remains ongoing as described in greater detail in the North
American Services Project: REBOUND Update Presentation, dated April 8,
2004, provided to the Purchasers.


 


3.                                       The Business closed its Greenville,
Mississippi facility which resulted in layoffs of certain employees of the
Business, among other activities that are customary with the closing of a
facility.


 


4.                                       The Sellers have commenced implementing their
restructuring plans, including laying off employees and incurring restructuring
expenses, all as previously discussed with the Purchasers.


 


(a) Potential Business Material Adverse Effects since March 31,
2004


 


1.                                       The prices of steel and copper, commodities
used by the Business, have increased materially since March 31, 2004.


 


2.                                       The pending consolidation of AT&T Wireless
and Cingular has led to a slow down in purchases by these parties of products
and services of the Business, which has resulted in decreased revenues and
increased inventory levels of the Business.


 


3.                                       The Business has agreed to price reductions
for products and services sold to the following customers:


 


a.                                       Cellco Partnership (d/b/a Verizon Wireless)
(Approximately 30% price reduction)


 


b.                                      Cingular Wireless LLC (Approximately 5% price
reduction)


 


c.                                       Pegaso Comunicaciones y Sistemas S.A. de C.V.
(d/b/a Telefonica) (Approximately 8% price reduction)


 


(b) Deviations from Accounting Methods since March 31, 2004


 


None.


 


(c) Recent Employee related agreements and increases in Employee
compensation since March 31, 2004


 


1.                                       Items 1 – 18 under the heading “Pre-Closing
Severance Agreements” and Items 1 – 20 under the heading “Post-Closing
Severance Agreements” set forth on Schedule 4.17(a) are
incorporated herein by reference.


 


93





















 


2.                                       The Sellers are endeavoring to implement a
merit review program pursuant to which compensation for certain senior
management employees may be increased.


 


(d) Capital Expenditures since March 31,
2004


 


1.                                       Repair work on the east elevator in Plant 1
of the Lorain facility is being conducted and will continue through July, 2004.


 


(e) Labor Disputes since March 31,
2004


 


None.


 


(f) Mergers or Consolidations since March 31,
2004


 


None.


 


(g) Acceleration of Product Delivery
since March 31, 2004


 


None.


 


(h) Damage, Destruction or Other Casualty
Loss since March 31, 2004


 


Item 13 under the “Pending and Threatened
Proceedings and Claims against the Sellers” heading of Schedule 4.11
is incorporated herein by reference.


 


94





















 


Schedule 4.6

Title to Assets


 


The
Assets owned by MCI and Marconi IP are subject to the Liens set forth below.


 


1.                                       The Assets owned by MCI and Marconi IP are
subject to a global security interest (the “Global Security Interest”) under
the Indenture.


 


a.                                       The Global Security Interest was created
under certain security agreements, including (i) the Security Agreement,
dated as of May 19, 2003, between Marconi Communications, Inc. (as
pledgor) and The Law Debenture Trust Corporation p.l.c. (as secured party), and
(ii) the Security Agreement, dated as of May 19, 2003, between
Marconi Intellectual Property (Ringfence) Inc. (as pledgor) and The Law
Debenture Trust Corporation p.l.c. (as secured party).


 


b.                                      The Global Security Interest is evidenced by
the UCC financing statements set forth below:


 


i.                                          File No. 3127555-4, filed on May 19,
2003 with the Delaware Department of State, UCC Filing Section (debtor is
Marconi Communications, Inc.; secured party is The Law Debenture Trust
Corporation p.l.c.).


 


ii.                                       File No. 3127516-6, filed on May 19,
2003 with the Delaware Department of State, UCC Filing Section (debtor is
Marconi Intellectual Property (Ringfence, Inc.); secured party is The Law
Debenture Trust Corporation p.l.c.).


 


2.                                       Patent License Agreement, dated May 19,
2003, by and among Marconi Intellectual Property (Ringfence) Inc. and Marconi
Corporation plc and Marconi Communications, Inc. (as amended on July 1,
2003). (This Contract will not be transferred to the Purchasers at the Closing
and has not been provided to Purchaser.)


 


3.                                       Patent Assignment, dated as of May 19,
2003, by and among Marconi Communications, Inc. and Marconi Intellectual
Property (Ringfence) Inc. (as amended on June 30, 2003). (This Contract
will not be transferred to the Purchasers at the Closing and has not been
provided to Purchaser.)


 


4.                                       Intellectual Property License, dated May 19,
2003, between Marconi Corporation plc and certain of its subsidiaries. (This
Contract will not be transferred to the Purchasers at the Closing and has not
been provided to Purchaser.)


 


5.                                       Research and Development Cost Sharing
Agreement, dated April 1, 1999 (as amended by Deeds of Variation dated March 31,
2003 and May 19, 2003). (This Contract will not be transferred to the
Purchasers at the Closing and has not been provided to Purchaser.)


 


95





















 


6.                                       Copyright Request, No. 02-0065-OTH,
dated January 28, 2002, between Raytheon and Marconi Communications, Inc.
(relating to rights granted to Raytheon to use Marconi’s trademark in certain
limited circumstances).


 


7.                                       License Agreement, dated April 1, 2002,
by and between Marconi Corporation plc and Alcatel. (This Contract is a Group
Contract which will not be transferred to the Purchasers at the Closing.  MCI has not made available to the Purchasers
a true and complete copy of this Contract. However, at the Closing, Marconi
will grant a sublicense to a Purchaser pursuant to the Sublicense.)


 


8.                                       License Agreement, dated January 1,
2001, by and between Marconi Corporation plc and Lucent Technologies GRL Corp.  (This Contract is a Group Contract which will
not be transferred to the Purchasers at the Closing. MCI has not made available
to the Purchasers a true and complete copy of this Contract.)


 


9.                                       License Agreement, dated January 1,
2000, by and between Marconi Corporation plc and IBM Corp. (This Contract is a
Group Contract which will not be transferred to the Purchasers at the
Closing.  However, the Purchasers have
the right, subject to the terms thereof, to seek their own license under this
agreement.)


 


10.                                 * Cross License Agreement, dated February 20,
2004, by and among Marconi IP, Marconi Communications, Inc.  Marconi Corporation plc, Marconi UK
Intellectual Property Limited, Marconi Communications SpA, Marconi
Communications GmbH, Advanced Fibre Access Corporation, and, with respect to Section 6.15
thereto only, Advanced Fibre Communications, Inc.


 


11.                                 Pursuant to the General Purchase and
Consignment Agreement, dated December 11, 2001, between Marconi
Communications, Inc. and Airpax Corporation, LLC (“Airpax”), Airpax
consigns inventory of certain of its products to MCI for eventual purchase by
MCI.  Airpax holds a lien on this
inventory until payment for such by MCI.


 


96





















 


Schedule 4.7

Sufficiency of Assets


 


1.                                       The Excluded Assets described in Section 2.4(a),
(e), (j), (r) and (s) of the Agreement are an
exception to the representation set forth in Section 4.7 of the
Agreement.


 


2.                                       The following Group Contracts are an
exception to the representation set forth in Section 4.7 of the
Agreement.


 


a.                                       License Agreement, dated January 1,
2000, by and between Marconi Corporation plc and IBM Corp. (also listed at Schedule 1.1C).
(This Contract is a Group Contract which will not be transferred to the
Purchasers at the Closing.  However, the
Purchasers have the right, subject to the terms thereof, to seek their own
license under this agreement.)


 


b.                                      License Agreement, dated January 1,
2001, by and between Marconi Corporation plc and Lucent Technologies GRL Corp.
(also listed at Schedule 1.1C). (MCI has not made available to the
Purchaser a true and complete copy of this Contract.)


 


c.                                       License Agreement, dated April 1, 2002,
by and between Marconi Corporation plc and Alcatel (also listed at Schedule 1.1C).
(This Contract is a Group Contract which will not be transferred to the
Purchasers at the Closing.  MCI has not
made available to the Purchasers a true and complete copy of this Contract.
However, at the Closing, Marconi will grant a sublicense to a Purchaser
pursuant to the Sublicense.)


 


d.                                      Agreement, dated December 1, 1999, by
and between Marconi plc and the Lemelson Medical, Education and Research
Foundation, Limited Partnership (also listed at Schedule 1.1C).  (This Contract is a Group Contract which will
not be transferred to the Purchasers at the Closing.  MCI has not made available to the Purchasers
a true and complete copy of this Contract.)


 


e.                                       Corporate Incentive Agreement, 03-0656-OTH,
dated November 17, 2003, between Marconi Communications, Inc. and US
Airways, Inc. (as amended).


 


f.                                         Corporate Incentive Agreement, dated August 19,
2002, between Marconi Communications, Inc. and US Airways, Inc. (as
amended).


 


g.                                      Framework Procurement Agreement, No. 01-937-LSE,
between Marconi Global Services and IKON Management Services.


 


h.                                      United Airlines Corporate Volume Agreement,
dated October 9, 2000, between Marconi Communications and United Airlines
(as amended).


 


i.                                          Memorandum of Understanding, No.01-1026-MOU,
dated October 2000, between Marconi Communications, Inc. and Marconi
Communications Limited.


 


97





















 


j.                                          Cash Collateral Agreement (with Interest), No. 02-0068-OTH,
dated January 31, 2002, between D.L. Peterson Trust and PHH Vehicle
Management Services, LLC, and Marconi Communications, Inc.


 


k.                                       Agreement, No. 03-0640-OTH, dated November 5,
2003, between The Hertz Corporation and Marconi Communications, Inc.


 


l.                                          Federal Express Corporate Pricing Program
Agreement, dated May 20, 2004, by Marconi Inc. and Federal Express
Corporation, by its agent, FedEx Corporate Services, Inc.


 


m.                                    Master Services Agreement, No. 02-1009-SVC,
dated August 25, 2003, between UPS Supply Chain Solutions, Inc. and
Marconi Communications, Inc.


 


n.                                      Teleconferencing Services Agreement, No. 02-0011-SVC,
dated February 1, 2002, between Marconi Communications, Inc. and SBC
Global Services, Inc. (as amended).


 


o.                                      Corporate Travel Agreement, No. 03-0081-OTH,
dated March 3, 2003, between Marconi Communications, Inc. and
American Airlines, Inc.


 


p.                                      Limited Travel Agency Agreement, dated January 1,
2003, by American Airlines, Inc., Marconi Communications, Inc. and
Abbey Travel.


 


q.                                      Limited Travel Agency Agreement, dated January 1,
2003, by American Airlines, Inc., Marconi Communications, Inc. and
Gateway Travel Mgt.


 


r.                                         Data Release Authorization letter, dated January 18,
2003, from Marconi Communications, Inc. to Gateway Travel Management.


 


s.                                       Hyperion Software License Agreement, No. 95-175-LIC,
dated June 27, 1995, between Hyperion Software Corporation and Reliance Comm/Tec
Corporation


 


t.                                         All of the Shared Contracts set forth on Schedule 1.1I.


 


3.                                       From time to time MCI engages certain outside
counsel and other professional advisors for the benefit of the Business.


 


4.                                       The items set forth on Schedule 4.14(a) are
incorporated herein by reference.


 


5.                                       Patent License Agreement, dated May 19,
2003, by and among Marconi Intellectual Property (Ringfence) Inc. and Marconi
Corporation plc and Marconi Communications, Inc. (as amended on July 1,
2003) (MCI has not made available to the Purchasers a true and complete copy of
this Contract.)


 


6.                                       Patent Assignment, dated as of May 19,
2003, by and among Marconi Communications, Inc. and Marconi Intellectual
Property (Ringfence) Inc. (as amended on June 30, 2003). 


 


98





















 


(MCI has not made available
to the Purchasers a true and complete copy of this Contract.)


 


7.                                       Intellectual Property License, dated as of May 19,
2003, between Marconi Corporation plc and certain of its subsidiaries. (MCI has
not made available to the Purchasers a true and complete copy of this
Contract.)


 


8.                                       Research and Development Cost Sharing
Agreement, dated April 1, 1999, (as amended by Deeds of Variation dated March 31,
2003 and May 19, 2003). (MCI has not made available to the Purchasers a
true and complete copy of this Contract.)


 


9.                                       Relationship Agreement, dated May 16,
2003, by and between Marconi Corporation plc and Marconi Communications, Inc.
(as amended and supplemented). (MCI has not made available to the Purchasers a
true and complete copy of this Contract.)


 


10.                                 Intercompany Terms and Conditions among
Marconi Communications, Inc. and certain of its Affiliates (relating to
the sale of equipment, software, services and support services), dated May 16,
2003. (MCI has not made available to the Purchasers a true and complete copy of
this Contract.)


 


11.                                 License Agreement, dated September 25,
1992, by and between Reliance Comm/Tec Corporation and Reliance Electric
Limited.  (MCI has not made available to
the Purchasers a true and complete copy of this Contract.)


 


12.                                 License Agreement, effective as of January 1,
2001, by and between Marconi Communications, Inc. and Marconi
Communications de Mexico S.A. de C.V.


 


99





















 


Schedule 4.8

Real Property


 


 “Owned Real Property”


 


Owned by MCI.


 


1.                                       The property located in Lorain, OH commonly
known as 1122 F Street, Lorain, OH and comprised of the following properties:


 


a.                                       Plant 1: 1122 “F” Street.


 


b.                                      Plant 2: 1313 “G” Street.


 


c.                                       Plant 3: 1350 “G” Street.


 


d.                                      Plant 4: 1522 Iowa Avenue.


 


e.                                       Plant 5: 1580 Iowa Avenue, 1225 Colorado
Avenue.


 


f.                                         Merit Building (Maintenance Shop): 1135 “G”
Street.


 


g.                                      The wooden building (FCC Building) connected
by the tunnel to Plant 1: 1117 “G” Street.


 


h.                                      The fenced parking lot: 1603 Iowa Avenue.


 


The Transferred Owned Real Property located at 1122
F. Street, Lorain, OH is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, Commitment #24510510 with an effective date of May 27,
2004, subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


The aforesaid property is subject to the threatenend
proceeding set forth as Item 13 under the “Pending and Threatened Proceedings
and Claims against the Sellers” heading of Schedule 4.11.


 


2.                                       325 Welcome Center Blvd., Welcome, NC.


 


The Transferred Owned Real Property located at 325
Welcome Center Blvd., Welcome, NC is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, NBU #020401769 with an effective date of May 26, 2004,
subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


3.                                       104 Wiley Road, LaGrange, GA.


 


100





















 


The Transferred Owned Real Property located at 104
Wiley Road, LaGrange, GA is subject to those exceptions set forth on Schedule B
– Section 2 of that certain ALTA Title Commitment issued by Chicago Title
Insurance Company, NBU #020401848 with an effective date of June 5, 2004,
subject to the marked notes set forth on said commitment attached as Exhibit J
to the Agreement.


 


Owned by Marconi Canada.


 


1.                                       122 Edward St., St. Thomas, Ontario, Canada
(subject to the Liens set forth below).


 


a.                                       The reservations, limitations, provisos and
conditions, if any, expressed in any original grant from the Crown (as such
term is used and understood under the laws and customs of Canada) of any real
property or any interest therein or in any comparable grant in jurisdictions
other than Canada, provided they do not materially reduce the value of the
Asset so affected or materially interfere with its use in the operation of the
Business;


 


b.                                      Liens given to a public utility or any
Governmental Authority when required by such utility or Governmental Authority
in connection with the operation of the Business or the ownership of the
Assets, provided that the Liens do not materially reduce the value of the Asset
so affected or materially interfere with its use in the operation of the
Business, provided that such Liens do not secure indebtedness for borrowed
money and that all amounts due at or prior to Closing are paid as of the
Closing;


 


c.                                       Servicing agreements, development agreements,
site plan agreements, and other agreements including, without limitation, any
obligations to deliver letters of credit and other security as required, with
Governmental Authorities pertaining to the use or development of any of the
Assets, provided they are complied with and do not materially reduce the value
of any Asset so affected or materially interfere with its use in the operation
of the Business; and


 


d.                                      Applicable municipal and other governmental
restrictions, including municipal by-laws and regulations, affecting the use of
land or the nature of any structures which may be erected on the land, provided
such restrictions have been complied with and do not materially reduce the
value of the Asset so affected or materially interfere with its use in the
operation of the Business.


 


“Leased
Real Property”


 


The
Transferred Real Property Leases set forth on Schedule 4.3(b) under
the heading “Real Property Leases” and all of the Items on Schedule 7.10
require Consent of the landlord to assign the applicable Transferred Real
Property Lease, and the assignment of such Transferred Real Property Lease
without the consent of the applicable landlord may (i) result in a default
or an event of default under such Transferred Real Property Lease set forth on Schedule 4.3(b) under
the heading “Real Property Leases” and on Schedule 7.10, (ii) give
the landlord under such Transferred Real Property Lease a right to terminate
such Transferred Real Property Lease, and/or (iii) require payment to such
landlord under such Transferred Real Property Lease.


 


101





















 


Leased by MCI.


 


1.                                       5900 Landerbrook, Mayfield Heights, OH.


 


a.                                       Office lease agreement, dated December 5,
1996, by and between Duke Realty Limited Partnership and RELTEC Corporation, as
amended by that certain First Lease Amendment dated September 10, 1997, by
that certain Second Lease Amendment dated February 25, 1998, by that
certain Third Lease Amendment dated August 28, 1998 and by that certain
Fourth Lease Amendment dated September 20, 2002.


 


2.                                       3145 Avalon Ridge Place, Suite 100,
Norcross, GA.


 


a.                                       Agreement of Lease, dated April 27,
2004, by and between DA Avalon Center, LLC and Marconi Communications, Inc.


 


3.                                       38727 Taylor Woods Parkway, North Ridgeville,
OH.


 


a.                                       Lease, dated August 31, 1999, by and
between McKeon, Ltd. and Marconi Communications, Inc.


 


4.                                       801 W. Mineral Avenue, Suite 203,
Littleton, CO.


 


a.                                       Lease, dated December 17, 2003, by and
between Burger Investments FLP and Marconi Communications, Inc.


 


5.                                       1019 Entry Drive, Bensenville, IL.


 


a.                                       Lease Agreement, dated August 16, 1997,
by and between LaSalle National Trust N.A. and RELTEC Corporation, as amended
by that certain First Lease Amendment dated February 1, 1998.


 


6.                                       5113 Pacific Hwy East, Suites 1 to 5, Fife,
WA.


 


a.                                       Business Park Lease, dated March 6,
1995, by and between Fife Business Park and Reliance Comm/Tec Corp.


 


7.                                       4350 Weaver Parkway, Warrenville, IL.


 


a.                                       Industrial Space Lease Agreement, dated July 22,
1997, by and between McShane Corporation and RELTEC Corporation, as amended by
that certain First Amendment to Lease dated February 18, 1998 and by that
certain Second Amendment to Lease dated May 30, 2001.


 


8.                                       1100 Rock Creek Elementary Dr., Sts 1 &
2, O’Fallon, MO.


 


a.                                       Commercial Lease Agreement, dated October 22,
2002, by and between Lincoln Development, LLC and Marconi Communications, Inc.


 


102





















 


9.                                       3374 Old Lexington Road, Winston-Salem, NC.


 


a.                                       Lease Agreement, dated May 21, 2003, by
and between Salem Business Park, L.L.C. and Marconi Communications, Inc.


 


10.                                 1400 Lowell Street, Elyria, OH 44035.


 


a.                                       Lease, dated February 22, 2003, by and
between Northern Ohio Associates Limited Partnership and Marconi Communications, Inc.


 


11.                                 39111 Centre Ridge Road, North Ridgeville,
OH.


 


a.                                       Lease, dated January 21, 2003, by and
between Chapin Warehousing, Inc. and Marconi Communications, Inc.


 


12.                                 349 W. Main Street, Hendersonville, TN.


 


a.                                       Lease Agreement, dated October 9, 2002,
by and between The Don G. Mercer Family Trust d/b/a Mercer Properties and
Marconi Communications, Inc.


 


13.                                 3960 Sandshell Drive, Fossil Creek Center,
Ft. Worth, TX.


 


a.                                       Lease, dated May 10,          2004, by and between Fossil Creek
Crown Partners, Ltd. and Fossil Creek Crown Investments, Inc. and Marconi
Communications, Inc.


 


14.                                 Meadowbrook Industrial, Toccoa, GA.


 


a.                                       Oral, month-to-month lease.


 


15.                                 397 N. Main Street, Manchester, CT.


 


a.                                       Lease Agreement, dated December     
2003, by and between Frank J.T. Strano and Marconi Communications, Inc.


 


16.                                 The following properties owned or leased by
MCI or its Affiliates, previously used in the Business, are no longer used for
or held for use by the Business and are not being transferred to the Purchasers:


 


a.                                       2100 Reliance Parkway, Bedford, TX;


 


b.                                      Corporate Drive, Windsor Locks, CT


 


c.                                       956 N. Broadway Extended, Greenville, MS;


 


d.                                      38683 Taylor Woods Parkway, North Ridgeville,
OH (and related lease of the adjacent parking lot)


 


e.                                       8616 Freeport Parkway, Irving, TX


 


103





















 


f.                                         The undeveloped land located at the corner of
Sterling Road and Freeport Parkway, Irving, TX


 


Leased by Marconi Canada.


 


1.                                       39 Burwell Rd., St. Thomas, Ontario, Canada.


 


a.                                       Lease, dated, January 14, 2004, by and
between 1330452 Ontario Limited and Marconi Communications Canada Inc.


 


Leased by Marconi Mexico.


 


1.                                       Metepec 112, San
Andrés Atoto, Municipio Naucalpan de Juárez, Estado de México (Warehouse).


 


a.                                       Lease, dated April 1, 2003, by and
between Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


2.                                       Metepec 110, San
Andrés Atoto, Municipio Naucalpan de Juárez, Estado de México (Plant IV).


 


a.                                       Lease, dated August 1, 2003, by and
between Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


3.                                       Calle Cuatro No. 1,
Fraccionamiento Industrial Alce Blanco, Naucalpan de Juárez, Estado de México; No. 1
(Plant II); No. 1-A (Plant II); No. 1-C (Plant II.5); No. 1-D
(Plant III); No.1-E (TOCCOA).


 


a.                                       Lease, dated September 1, 2002, by and
between Inmobiliaria Quetzal, S.A. de C.V and Marconi México.


 


4.                                       San Andrés Atoto No. 165-A-B-C-D (Plant
1/IV).


 


a.                                       Lease, dated November 1, 2002, by and
between Mrs. Ma. Daisy Hasbun Cassis and Marconi México.


 


5.                                       Av. Primero de Mayo
No. 230, Naucalpan Estado de México (EF&I).


 


a.                                       Lease, dated November 1, 2002, by and
between Mrs. Sandra Hasbun Hasbun and Marconi México.


 


6.                                       Av. Primero de
Mayo No. 232, Naucalpan Estado de México (EF&I).


 


a.                                       Lease, dated November 1,
2003, by and between Banco Mercantil del Norte, S.A., Institución de Banca
Múltiple, Grupo Financiero Banorte and Marconi México.


 


7.                                       Amargura No. 60,
Colonia Parques de la Herradura en Huixquilucan, Estado de México (Corporate &
Commercial Offices).


 


104





















 


a.                                       Lease, dated October 15,
1999, by and between Inmobiliaria Lizme, S.A. de C.V. and RELTEC de México,
S.A. de C.V. (currently Marconi Mexico).


 


105





















 


Schedule 4.9

Equipment; Leased Personal Property


 


Equipment Owned by the Sellers.


 


1.                                       The attached spreadsheets listing the
equipment owned by the Sellers are incorporated herein by reference.


 


Personal Property Leased by MCI.


 


1.                                       Master Equipment Lease Agreement, No. 00-076-LSE,
dated July 17, 1998, between RELTEC Corporation and Forsythe/McArthur
Associates, Inc. (as amended).


 


2.                                       Master Lease Agreement, No. 27341 and
Lease Schedule, No. 01-354-LSE, dated January 29, 2001, between
Marconi Communications, Inc. and Center Capital Corporation.


 


3.                                       Citicorp Dealer Finance Master Equipment
Lease Agreement, No. 01-833-LSE, dated August 1, 2001, between
Citicorp Del-Lease, Inc. and Marconi Communications, Inc.


 


4.                                       Equipment Lease, No. 95-400-LSE, dated December 11,
1995, between PHH Financial Services, Inc. and RELTEC Corporation.


 


a.                                       Equipment Lease- Schedule 11, No. 95-400-LSE-S11,
dated December 11, 1995, between PHH Financial Services, Inc. and
RELTEC Corporation.


 


b.                                      Equipment Lease- Schedule 13, No. 95-400-LSE-S13,
dated December 11, 1995, between PHH Financial Services, Inc. and
RELTEC Corporation.


 


c.                                       Equipment Lease- Schedule 8, No. 95-400-LSE-S8,
dated December 11, 1995, between PHH Financial Services, Inc. and
RELTEC Corporation.


 


5.                                       Operating Lease No. 2742, No. 92-175-LSE,
dated September 23, 1992, between PHH FleetAmerica Corporation and
Reliance Electric Company.


 


6.                                       Master Lease Agreement, No. 01-200-LSE,
dated April 3, 2001, between Marconi Communications, Inc. and
Steelcase Financial Services Inc. (as amended).


 


7.                                       Master Lease Agreement, No. 96-281-LSE,
dated March 6, 1996, by and between RELTEC Corporation and Hewlett-Packard
Corporation (as amended).


 


a.                                       Equipment Schedule TF-24971A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


b.                                      Equipment Schedule TF-24972A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


106





















 


c.                                       Equipment Schedule TF-24973A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


d.                                      Equipment Schedule TF-24974A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


e.                                       Equipment Schedule TF-24975A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


f.                                         Equipment Schedule TF-24976A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


g.                                      Equipment Schedule TF-24977A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


h.                                      Equipment Schedule TF-24978A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


i.                                          Equipment Schedule TF-24979A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


j.                                          Equipment Schedule TF-24721A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


k.                                       Equipment Schedule TF-31025A, dated December 3,
2003, between Marconi Communications, Inc. and Hewlett-Packard Financial
Services Co.


 


8.                                       Master Lease Agreement, dated April 10,
1997, between RELTEC Corporation and National City Leasing Corporation.


 


a.                                       Equipment Schedule No. 1 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


b.                                      Equipment Schedule No. 3 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


c.                                       Equipment Schedule No. 7 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


d.                                      Equipment Schedule No. 8 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


e.                                       Equipment Schedule No. 10 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


f.                                         Equipment Schedule No. 17 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


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g.                                      Equipment Schedule No. 20 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


h.                                      Equipment Schedule No. 28 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


i.                                          Equipment Schedule No. 29 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


j.                                          Equipment Schedule No. 30 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


k.                                       Equipment Schedule No. 31 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


l.                                          Equipment Schedule No. 32 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


m.                                    Equipment Schedule No. 33 to Master
Lease Agreement No. 07249, dated April 10, 1997, between National
City Corporation and RELTEC Corporation.


 


9.                                       Master Lease Agreement, No. 00-010-LSE,
between EMC Corporation and Marconi Communications Inc. (as subsequently
assigned to Fleet Business Credit Corporation), as amended.


 


Personal Property Leased by Marconi Canada.


 


1.                                       Lease Agreement, No. 34566.1, between
Image Financial Services and Marconi Communications Canada Inc. (for C2058
ImagePrinter Colour System).


 


2.                                       Lease Agreement between Image Financial
Services and Marconi Communications Canada Inc. (for 5300T Digital System).


 


3.                                       Lease Contract, between CBSC Capital Inc. and
Marconi Communications Canada Inc. (for Canon Image Runner 8500).


 


4.                                       Lease Contract, between CBSC Capital Inc. and
Marconi Communications Canada Inc. (for Canon Image Runner 2200 and LC 710
Fax).


 


5.                                       Lease Agreement, dated March 19, 2004,
between Ryder Finance Corporation and Marconi Communications Canada Inc.


 


6.                                       Customer Agreement, dated January 24,
2003, between Marconi Communications, Inc. and Oce-USA, Inc.


 


Personal Property Leased by Marconi Mexico


 


1.                                       Lease agreement, dated June 18, 2001,
entered into by and between Xerox Mexicana, S.A. de C.V. and Marconi México.


 


108





















 


2.                                       Lease agreement, dated June 9, 1998,
entered into by and between Xerox Mexicana, S.A. de C.V. and Productos Reltec
de México, S.A. de C.V. (currently Marconi México).


 


3.                                       Lease agreement, dated February 23,
1998, entered into by and between Xerox Mexicana, S.A. de C.V. and Productos
Reltec de México, S.A. de C.V. (currently Marconi México).


 


4.                                       Lease agreement, dated September 30,
2000, entered into by and between Ikon México, S.A. de C.V. and Marconi Mexico.
(MCI has not made available to the Purchasers a true and complete copy of this
Contract.)


 


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Schedule 4.10(a)


Material
Customers


 


List of Top Customers


 


[***]


 


Material Adverse Changes since March 31, 2004


 


[***]


 


Written Complaints since January 1, 2004


 


[***]


 


1.                                       Schedule 4.24 is incorporated herein by reference.


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


110





















 


Schedule 4.10(b)


Certain
Customers


 


Verizon Entities


 


1.                                       NYNEX Mobile Technical Services Company


 


2.                                       NYNEX Cablecomms Limited


 


3.                                       GTE Communication System Corporation


 


4.                                       Bell Atlantic Network Services, Inc.


 


5.                                       Telesector Resources Group, Inc. (d/b/a
Verizon Services Group)


 


6.                                       Cellco Partnership (d/ba/ Verizon Wireless)


 


7.                                       Verizon Corporate Sourcing and Verizon
Services Corporation


 


8.                                       Verizon Networks Integration Corporation


 


AFC Entities


 


1.                                       Advanced Fibre Communications, Inc.


 


2.                                       Advanced Fibre Access Corporation


 


AT&T Wireless Entities


 


1.                                       AT&T Wireless Services, Inc.


 


2.                                       Bechtel Corporation (Becthel Corporation
provides project management services to AT&T Wireless, including the
purchase of products and services on behalf of AT&T Wireless.  Bechetel Corporation is not an affiliate of
AT&T Wireless.)


 


Qwest Entities


 


1.                                       Qwest Communications Corporation


 


2.                                       Qwest Business Resources, Inc.


 


3.                                       US West Communications Group


 


4.                                       US West Business Resources, Inc.


 


SBC Entities


 


1.                                       Southwestern Bell Telephone Company


 


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2.                                       Ameritech Services, Inc.


 


3.                                       Ameritech Information Systems, Inc.


 


4.                                       Southern New England Telephone Company


 


5.                                       Pacific Bell


 


6.                                       Nevada Bell


 


7.                                       SBC Services, Inc.


 


8.                                       SBC Global Services, Inc.


 


Sprint Entities


 


1.                                       Sprint North Supply Company


 


2.                                       Sprint Products Group


 


3.                                       North Supply Company


 


4.                                       Sprint/United Management Company


 


5.                                       Sprint Products Group


 


AT&T Entities


 


1.                                       AT&T Corporation


 


2.                                       AT&T Communications


 


3.                                       TCG/CERFnet Corporation


 


4.                                       Teleport Communications Group, Inc.


 


5.                                       AT&T Local Services


 


6.                                       American Telephone and Telegraph Company


 


BellSouth Entities


 


1.                                       BellSouth Telecommunications, Inc.


 


2.                                       BellSouth Services, Inc.


 


Cingular Wireless Entity


 


1.                                       Cingular Wireless LLC


 


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Schedule 4.10(c)


Material
Suppliers


 


1.                                       Apsco, Inc.


 


2.                                       Solectron Corporation


 


3.                                       Mid-South Electronics, Inc.


 


There
are no written Contracts in place with either Apsco, Inc. (“Apsco”) or
Mid-South Electronics, Inc. (“Mid-South”). 
The Business purchases products and services from each of Apsco and
Mid-South on a purchase order basis. 
Furthermore, Apsco and Mid-South supply products and services to the
Business pursuant to certain written business parameters regarding purchase
order terms and proposed forecasts (but such written business parameters have
not been executed by any party and are not legally binding on any party).


 


 


Material Adverse Changes since March 31, 2004


 


None.


 


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Schedule 4.10(d)


Material
Distributors


 


Unless
noted otherwise, one or more of the Sellers has entered into written contracts
with the following:


 


1.                                       Graybar Electric Company (though there is not
a signed contract in place, the parties conduct business under a signed pricing
discount schedule)


 


2.                                       Anixter, Inc.


 


3.                                       Power & Telephone Supply Company


 


4.                                       Nolan Power Group


 


5.                                       Swift Industrial Power


 


6.                                       Power Product Services


 


7.                                       Costa Enterprises


 


8.                                       Sprint North Supply Company


 


9.                                       Bazy Trading & Contracting Co.  (Saudi Arabia)


 


10.                                 Raymond H. Burrell (UK)


 


11.                                 American Telecommunication Inc., Chile
S.A.  (Chile)


 


12.                                 Convertel S.A.  (Costa Rica)


 


13.                                 Comco de Puerto Rico (Puerto Rico &
Caribbean)


 


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Schedule 4.11


Proceedings


 


Pending and Threatened Proceedings and Claims against the Sellers.


 


1.                                       Richard J. Piwkowski v. Marconi Communications, Inc.
(Case No. 02-CV-F-1998), filed in Lyndhurst Municipal Court, Cuyahoga
County, Ohio (Note:  This matter has been
transferred to the Court of Common Pleas, Cuyahoga County, Ohio).


 


Richard J. Piwkowski, a Former Employee (“Piwkowski”),
claims that MCI owes him (a) $3,914.98 for a salary increment and/or “hot
skills” premium relating to the third quarter of 2001, (b) $3,875.00 for
certain incidental relocation expenses incurred by him and (c) certain
other amounts for compensatory damages, punitive damages, attorneys fees,
interest and other relief.  MCI disputes
these claims, and MCI has filed a counter-claim against Piwkowski alleging that
Piwkowski breached his Separation Agreement and General Release with MCI by
filing the instant action against MCI. 
MCI seeks damages arising from Piwkowski’s breach of contract.


 


2.                                       Earle W. Noyes & Sons v. Marconi
Communications, Inc., filed in the U.S. District Court, District of Maine.


 


On or about April 22, 2003, MCI contracted with
Earl W. Noyes & Sons (“Noyes”) for the transportation of a shipment of
batteries by Noyes from Portland, Maine to US Cellular’s facility in Merrimack,
New Hampshire.  On or about April 24,
2003, while Noyes was unloading the shipment in Merrimack, New Hampshire, a
battery was damaged.  MCI made a demand
to Noyes for the damage to the subject shipment in the amount of $25,102.00
(including consequential damages).  Noyes
requested a judgment declaring, among other things, that Noyes’ liability, if
any, to MCI with respect to the damage to the subject shipment be limited to
$5.00 per pound per article.  MCI has
requested that the court dismiss Noyes’ claim with prejudice, and MCI has also
filed a counterclaim requesting a judgment declaring that Noyes is not entitled
to a limitation on liability and that MCI is entitled to actual and
consequential damages.


 


3.                                       Claim by Square D Company that MCI is
misusing a certain product.


 


MCI contacted Square D regarding product safety
concerns for Square D’s KA4WB walking beam product assembly when it was
discovered that after a few attempts to simultaneously move the breakers to the
“ON” position, both breakers could lock into the “ON” position.  Square D Company sent two letters to MCI,
dated September 25, 2003 and September 26, 2003, stating that MCI’s
method of testing Square D’s KA4WB walking beam product assembly (a) may
cause degradation of the assembly’s product life and (b) such degradation
could cause certain property damage and potentially bodily injury or even death
by the end 


 


115





















 


user.  Marconi
sent a revised product safety data sheet to its customers advising of the
problem.


 


4.                                       In early 2004, MCI sent letters to each of
Charles Industries and Al McGovern (a former employee of the Business now
employed by Charles Industries), alleging that Mr. McGovern was in
possession of certain confidential and proprietary materials of MCI and was
using certain other confidential and proprietary information of MCI in a manner
that was in breach of Mr. McGovern’s obligations to MCI.  Mr. McGovern responded to these letters
in March 2004 by returning certain information to MCI.  Charles Industries responded to these letters
by claiming Mr. McGovern was no longer in violation of any obligations
owing to MCI and by alleging that Ed Leon (a former employee of Charles
Industries now employed by MCI in connection with the Business) was in breach
of a non-compete that Mr. Leon had with Charles Industries.  Neither party has taken any further action
since Charles Industries’ response letter.


 


5.                                       Charge of discrimination against MCI by
Tymichal R. Howell, a Former Employee (“Howell”) (Charge No. 110-2004-01920),
filed with the U.S. Equal Employment Opportunity Commission on April 13,
2004.


 


In October 2003, MCI terminated Howell
(formerly employed by MCI as an assembler at MCI’s LaGrange, Georgia facility)
due to Howell’s violations of MCI’s attendance policy.  Howell claims that he was discriminated
against by MCI because of his race and sex in violation of Title VII of the
Civil Rights Act of 1964, as amended. MCI filed its position statement in this
matter in June 2004.


 


6.                                       Notice of Workwell Health and Safety Audit,
dated July 9, 2003, issued by Workplace Safety & Insurance Board
to Marconi Communications Canada Inc.


 


In a notice issued by the Workwell Health &
Safety Insurance Board (the “Workwell Board”) to Marconi Communications Canada
Inc., dated July 9, 2003, the Workwell Board advised Marconi
Communications Canada Inc. that it was selected to undergo a workwell audit
based on its workplace insurance record. 
This audit is to take place prior to June 30, 2004 though the audit
has not yet been scheduled.


 


7.                                       Grievances of Communications, Energy and
Paperworkers Union of Canada, Local 573.


 


a.                                       Grievance 010904 (Stephanie King):  Employee claims that Marconi Communications
Canada Inc. owes her one day’s compensation due to the fact that another
employee with less seniority worked overtime during a holiday.  Marconi Communications Canada Inc. denies
this claim.  This grievance has been
submitted to arbitration.


 


b.                                      Grievance 011904 (Wayne Copland, Cathy
Gleeson, April Campbell, Bruno St. Jean): 
Employees claim that they were not properly paid for work performed on December 29,
2003 and December 30, 2003 in accordance with Articles 10 and 10:03 under
the Agreement between Marconi Communications Canada Inc. and Communications,
Energy and Paperworkers Union of Canada and its Local 573 


 


116





















 


(December 7, 2003 – December 6,
2006).  Marconi Communications Canada
Inc. denies this claim.  This grievance
has been submitted to arbitration.


 


8.             James Garcia v. Marconi Communications, Inc.
(Case No. 2004CV4191), filed in District Court, Denver County, State of
Colorado.


 


James Garcia, a Former Employee (“Garcia”), claims
that MCI owes him certain wages and compensation under the provisions of a
sales incentive plan that Garcia was subject to during his employment with MCI
from October 2000 to August 2002. 
Garcia claims that amounts offered to him by MCI as compensation for his
employment were incorrect and that additional sums are due and owing to him
under the sales incentive plan.  Garcia’s
claims for relief include damages, costs and attorneys’ fees, interest, a 50%
(of unpaid wages) penalty under the Colorado Wage Claim Act and other
relief.  The parties have agreed to
settle this matter for approximatley $21,000. 
The parties are endeavoring to finalize the settlement documents.


 


9.             Bankruptcy preference claim involving 360
Networks.


 


Preference action filed in amount of $3.1M for power
system sales made during the preference period.  Discovery deadline is
currently mid-September.  MCI offered to settle this claim for
$400,000.  360 Networks counteroffered a
settlement in the amount of $2.9M.  No
further settlement discussions are scheduled prior to the first depositions,
which are tentatively scheduled for late July 2004.


 


10.           Bankruptcy preference claim involving
Metricom.


 


Marconi sold configured cabinets to Metricom. 
Chapter 11 action filed in July, 2001 asserting $4.7M in avoidable preference
payments to MCI by Metricom.  Currently in settlement discussions
w/trustee.  In May 2004, MCI offered to settle matter for
$500,000.  Offer was rejected by Metricom and counteroffer made in amount
of $3,400,000.   MCI has offered to submit to court-sponsored
mediation.  Metricom has not yet responded to this offer.


 


11.           Robert Hall v. Marconi Corporation, a/k/a
Marconi Communications, and Trent Rundell (Case No. 4CV138482), filed in
the Common Pleas Court of Lorain County, Ohio.


 


Robert Hall (“Hall”), a former employee of MCI filed
a complaint on May 20, 2004, claiming that his termination of employment
with MCI was based on his having a disability.


 


12.           The City of North Ridgeville, Ohio has made a
tax abatement claim against MCI on account of MCI’s closure of a facility in
North Ridgeville.  The City is seeking to
recover the taxes that MCI would have paid if the facility had not been
qualified for certain enterprise zone tax status.  MCI believes there are factors mitigating the
City’s claim.


 


117





















 


13.           The Lorain Metropolitan Housing Authority (“LMHA”)
made a threat of an eminent domain action against MCI related to a parking lot
at MCI’s Lorain, Ohio facility. In response, MCI offered LMHA an alternative
proposal to meet the LMHA’s needs. 
Though MCI and LMHA have had discussions on MCI’s alternative proposal,
a formal agreement on this matter has not yet been reached.


 


14.           Rockwell Automation, the entity from which
the Business was spun off in 1995, claims that the transfer of certain leased
personal property allegedly used in the Business was not properly documented in
connection with the spin-off.  In 2003,
Rockwell Automation sent MCI a series of letters to formally transfer these
personal property leases to the Business and to have the Business reimburse the
lessors of the equipment for certain past due lease payments.  MCI has not agreed to accept these personal
property leases or to pay the past due lease payments, in part because MCI has
evidence that it did make certain disputed lease payments to a third party
administrative agent.


 


15.           The attached spreadsheet listing workers’
compensation claims are incorporated herein by reference.


 


16.           The matter summarized at Item 10 under the “Proceedings
and Claims initiated by the Sellers” heading of this Schedule 4.11
is incorporated herein by reference.


 


Proceedings and Claims initiated by the Sellers.


 


1.                                       Richard J. Piwkowski v. Marconi
Communications, Inc. (Case No. 02-CV-F-1998), filed in Lyndhurst
Municipal Court, Cuyahoga County, Ohio. (summarized at Item 1 under the “Pending
and Threatened Proceedings and Claims against the Sellers” heading of this Schedule 4.11).


 


2.                                       Earle W. Noyes & Sons v. Marconi
Communications, Inc., filed in the U.S. District Court, District of Maine
(summarized at Item 2 under the “Pending and Threatened Proceedings and Claims
against the Sellers” heading of this Schedule 4.11).


 


3.                                       Claim by Square D (summarized at Item 3 under
the “Pending and Threatened Proceedings and Claims against the Sellers” heading
of this Schedule 4.11).


 


4.                                       Claim by Charles Industries (summarized at
Item 4 under the “Pending and Threatened Proceedings and Claims against Sellers”
heading of this Schedule 4.11).


 


5.                                       Claims by MCI against Degree Controls, Inc.
(“Degree C”) with respect to defective ECUs manufactured by Degree C.


 


MCI and Degree C are currently cooperating to
replace and retrofit certain defective ECU 107713 and 107714 units manufactured
by Degree C.  MCI is seeking compensation
in addition to that support that Degree C has already pledged to provide in a
letter from Degree C addressed to MCI, dated June 10, 2002.  Among other things, MCI has requested that
Degree C transfer and assign to MCI any rights Degree C may have against any
insurer that may provide coverage for losses relating in any manner to the ECU
failures.


 


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6.                                       Claims by MCI against TE Technology, Inc.
with respect to certain warranty issues and cancellation charges.


 


MCI claims that TE Technology, Inc. (“TE
Technology”) has breached certain warranty obligations since certain
thermoelectric coolers delivered to MCI by TE Technology have failed due to
defective Comair-Rotron fans (mold #21). 
Furthermore, MCI contends that it is not obligated to pay to TE
Technology certain charges/fees relating to MCI’s cancellation of open purchase
orders for thermoelectric coolers. MCI has not taken any further action on this
matter in approximately one year.


 


7.                                       MCI claims that Lisa Beller, a Former
Employee (“Beller”), is obligated to pay MCI $41,079.38 in tuition
reimbursement funds.  (Beller’s
Educational Assistance Agreement with MCI provides that if Beller voluntarily
leaves MCI within 24 months of date of completion of her coursework, Beller
agrees to promptly refund tuition money that had been paid to her.)


 


8.                                       See the Bankruptcy claims of MCI related to
the Business attached hereto as Annex A to Schedule 4.11


 


9.                                       Telecom Procurement Services, Inc. (“TPS”)
performed work as a subcontractor on behalf of MCI for Verizon for
interconnection work between two frames located in the central office at
Journal Square, New Jersey.  Shortly
after TPS completed this work, Verizon informed MCI that the interconnection
work was done incorrectly.  At Verizon’s
request, MCI validated that the interconnection work had been done incorrectly
and initiated corrective action using internal resources of MCI.  MCI claims that, pursuant to the warranty
provisions of the Subcontracting Agreement, dated March 15, 2001, between
MCI and TPS, TPS is obligated to reimburse MCI for the expenses incurred by MCI
in performing this corrective action. 
Accordingly, MCI (a) has withheld $39,424.11 from TPS for
PO#4500467922 (for work performed by TPS at Bowie, Maryland) and (b) further
claims that TPS is obligated to pay to MCI $140,926.89.


 


10.                                 In November 2000, Marconi Mexico sold
certain equipment to Signacom, S.A. de C.V. (“Signacom”), which then sold this
same equipment to one of its customers. 
Signacom claims that Marconi Mexico delayed the shipment of the
equipment to Signacom causing Signacom’s customers to withhold payment.  Signacom has not paid Marconi amounts due for
the equipment.  Marconi Mexico estimates
to file a lawsuit against Signacom for the recovery of $57,428.85.


 


Settlement Agreements.


 


1.                                       Negotiated Settlement Agreement, dated February 12,
2004, regarding Equal Employment Opportunity Claim by Tammy J. Benroth.


 


2.                                       Settlement Agreement and Release, dated July 10,
2002, between Marconi Communications, Inc. and FM Corporation.


 


119





















 


3.                                       Creditor Settlement Agreement and Release,
dated July 9, 2003, between Marconi Communications, Inc. and P-Com
Networking Services, Inc.


 


4.                                       Settlement Agreement and Release, dated August 13,
2001, between Marconi Communications, Inc. and Woltcom Inc.


 


5.                                       Settlement Agreement and General Release,
dated July 7, 2003, between Marconi Communications, Inc. and Natalie
Coon.


 


6.                                       Settlement Agreement and General Release,
dated October 9, 2003, between Marconi Communications, Inc. and Susan
E. Demaso.


 


7.                                       Settlement Agreement and Release, dated October 30,
2002, between Marconi Communications, Inc. and APSCO International.


 


8.                                       Settlement Agreement and Release, dated February 26,
2003, between Marconi Communications, Inc. and AESCO Electronics.


 


9.                                       Settlement Agreement and Release, No. 99-307-SVC,
dated February 2, 2000, between City of Sturgis and Marconi
Communications.


 


10.                                 FM Corporation Settlement Agreement and
Release, No. 04-0196-OTH, dated January 23, 2004, between FM
Corporation and Marconi Communications, Inc.


 


11.                                 Settlement Agreement and Release, No. 04-0212-OTH,
dated March 11, 2004, between Marconi Communications, Inc. and United
States Cellular Corporation.


 


12.                                 Settlement Agreement and Release, No. 04-0301-OTH,
dated April 24, 2004, by and among Christine C. Shubert, Chapter 7 Trustee
of the Estates of Winstar Communications, Inc., et al. and Marconi
Communications, Inc. and Marconi Communications Optical Networks Corp.


 


13.                                 Settlement Agreement and Release of All
Claims, dated June 20, 2001, between Marconi Communications, Inc. and
Marion Tetrick.


 


14.                                 Release and Settlement of All Claims, dated October 17,
2001, between Gary A. Railey and Marconi Communications, Inc.


 


15.                                 Complete Settlement and Release, dated March 29,
2002, between Marconi Communications, Inc. and Lorain County Child Support
Enforcement Agency.


 


16.                                 Release of All Claims, dated February 13,
2002, between Anthony Leggiere and Marconi Communications, Inc.


 


17.                                 Conciliation Agreement between the U.S.
Department of Labor Office of Federal Contract Compliance Programs and Marconi
Communications.


 


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18.                                 Settlement and Release, dated May 9,
2002, between Diana Hoye and Marconi Communications, Inc.


 


19.                                 Settlement Agreement and Release, dated June,
2004, between GE Supply Logistics LLC and MCI.


 


20.                                 General Release and Settlement Agreement,
dated November 20, 2001, by and between Marcus Evans and MCI.


 


21.                                 Settlement Agreement with
Nipper/VanNieuwenhuyzen.


 


22.                                 Order, dated September 25, 2003, by the
District Court, County of El Paso, State of Colorado, approving Stipulation,
dated September 15, 2003, entered into with regard to Marconi
Communications, Inc. v. Travis Crowley (Case Number 02CV4114), filed in
District Court, County of El Paso, State of Colorado.


 


23.                                 Conciliation Agreement, dated July 30,
2002, between Adolph Gajdos and MCI.


 


24.                                 Settlement Agreement and Release, dated August 2,
2001, between Marconi Communications, Inc. and Hallbro Communications.


 


121





















 


Schedule 4.11
– Annex A

Bankruptcy Matters


 


	
  Communication Dynamics, Inc. (Clifford, Inc.)

  

  The Bayard Firm

  222 Delaware Avenue

  Suite 900

  Wilmington, DE 19801

  (302) 655-5000

  

  White & Case, LLP

  First Union Financial Center

  200 South Biscayne Blvd.

  Miami, FL 33131

  (305) 371-2700

  	
   

  	
  Filed 9/23/02

  

  Case No. 02-12753

  (MWF)

  	
   

  	
  USBC District of Delaware

  	
   

  	
  Chapter 11

  

  Proof of Claim filed 2/7/03 ($65,000.00)

  	
   

  	
  •             POC filed by C. Finnegan. 

  •             Claim pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ICG Communications, Inc.

  

  

  Gregg M. Galardi

  Skadden, Arps, Slate,

  Meagher & Flom

  P.O. Box 636

  Wilmington, DE 19899

  Tel: (302) 651-3000

  	
   

  	
  Filed 11/14/00

  Case No. 00-04238

  	
   

  	
  USBC District of Delaware

  	
   

  	
  Chapter 11

  Proof of Claim filed 4/25/01 ($943,571.77)

  Claims Bar Date: 4/30/01

  	
   

  	
  •             Debtor has objected to scheduled claims and
  scheduled claims have been disallowed. Filed Claim has not been objected to.
  No action to be taken.

  •             Disclosure Statement filed 9/26/02.

  •             2nd Amended Plan confirmed 10/9/02.

  •             Matter transferred to BI, 5/4/04 

  •             Recovery likely to be in-kind or 0% in
  cash.

  



 


122





















 


	
  Layerone, Inc.

  

  H. DeWayne Hale

  Baker & McKenzie

  2300 Trammel Crow Center

  2001 Ross Avenue

  Dallas, TX 75201

  Tel: (214) 978-3000

  	
   

  	
  Filed 7/6/01

  Case No. 01-35623-BJH-11

  	
   

  	
  N.D. Texas,

  Dallas Division

  	
   

  	
  Chapter 11

  Proof of Claim filed 8/13/01 ($9,959.17), Claim No. 22 Claims Bar Date:
  11/5/01

  	
   

  	
  •      Claim still pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mpower Holding Corporation

  

  Pauline K. Morgan

  M. Blake Cleary

  Timothy E. Lengkeek

  Young Conaway Stargatt & Taylor, LLP

  The Brandywine Building

  1000 West Street, 17th Floor

  P.O. Box 391

  Wilmington, DE 19899-0391

  Tel: (302) 571-6600

  Fax: (302) 571-1253

  	
   

  	
  Filed 4/8/02

  Case No. 02-11047 (PJW)

  	
   

  	
  USBC District of Delaware

  	
   

  	
  Chapter 11

  Proof of Claim filed 5/31/02

  ($5,148.00)

  	
   

  	
  •      Plan confirmed 7/17/02.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telco Services, Inc.

  

  Jill Abrams

  Much, Shelist, Freed,

  Deneberg, & Ament

  200 North LaSalle St.

  Chicago, IL 60601

  Tel: (312) 346-3100

  	
   

  	
  Filed 10/1/01

  Case No. 01-34078

  	
   

  	
  USBC Northern District of Illinois, Eastern Division

  	
   

  	
  Converted to Chapter 7 (9-25-02) [239] Proof of Claim filed 3/5/02

  

  ($112,446.32)

  Claim #173

  Claims Bar Date: 3/8/02

  

  Stipulated Claim: $26,533.82

  	
   

  	
  •      Stipulation and Order granting Marconi
  timely filed claim 12/13/02 [265]



  •      Matter transferred to BI 5/4/04

  



 


123










 










 


Schedule 4.12(a)

List of Patents and Trademarks


 


1.                                       The items set forth on Schedule 1.1M
and Schedule 1.1P are incorporated herein by reference.


 


2.


 


[***]


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


124





















 


Schedule 4.12(b)(i)

Administrative Actions


 


Administrative Actions for Transferred Patents


7/1/2004 - 12/31/2004


 


	
  TITLE

  	
   

  	
  COUNTRY

  	
   

  	
  APPLN. NO./ PATENT NO.

  	
   

  	
  FILING DATE/

  ISSUE DATE

  	
   

  	
  STATUS

  
	
  Data Transmission Pedestal
  With Internal Service Line Passage

  	
   

  	
  Canada

  	
   

  	
  2392646

  	
   

  	
  07/05/2002

  	
   

  	
  07/05/2004 Annuity Due

  
	
  Terminal Block Housing
  Design

  	
   

  	
  Spain

  	
   

  	
  144021

  	
   

  	
  07/06/1999

  	
   

  	
  07/06/2004 Annuity Due

  
	
  Pedestal Closure Assembly
  With Locking Mechanism

  	
   

  	
  Canada

  	
   

  	
  2316506

  	
   

  	
  08/22/2000

  	
   

  	
  07/09/2004 Response Due

  
	
  Latching Mechanism For
  Mounting Plate of Pedestal Closure Assembly

  	
   

  	
  Canada

  	
   

  	
  2316572

  	
   

  	
  08/22/2000

  	
   

  	
  07/13/2004 Response Due

  
	
  Small Scale Chip Cooler
  Assembly

  	
   

  	
  PCT

  	
   

  	
  US03/00457

  	
   

  	
  01/08/2003

  	
   

  	
  07/14/2004 National Stage Filing Deadline

  
	
  EMI Shielded
  Telecommunications Enclosure

  	
   

  	
  Canada

  	
   

  	
  2314202

  	
   

  	
  07/21/2000

  	
   

  	
  0721/2004 Maintenance Fee Due

  
	
  Pedestal Closure Assembly

  	
   

  	
  Canada

  	
   

  	
  2315581

  	
   

  	
  07/29/2003

  	
   

  	
  08/04/2004 Annuity Due

  
	
  Pedestal Closure Assembly
  With Locking Mechanism

  	
   

  	
  U.S.

  	
   

  	
  6182846

  	
   

  	
  02/06/2001

  	
   

  	
  08/06/2004 Maintenance Fee

  
	
  EMI Shielded
  Telecommunications Enclosure

  	
   

  	
  Canada

  	
   

  	
  2314202

  	
   

  	
  07/21/2000

  	
   

  	
  08/13/2004 Final Fee Due

  
	
  Top Cover For Electronic
  Equipment Enclosure

  	
   

  	
  Canada

  	
   

  	
  2316563

  	
   

  	
  08/21/2000

  	
   

  	
  08/21/2004 Annuity Due

  
	
  Pedestal Closure Assembly
  With Locking Mechanism

  	
   

  	
  Canada

  	
   

  	
  2316506

  	
   

  	
  08/22/2000

  	
   

  	
  08/22/2004 Annuity Due

  
	
  Latching Mechanism For
  Mounting Plate of Pedestal Closure Assembly

  	
   

  	
  Canada

  	
   

  	
  2316572

  	
   

  	
  08/22/2000

  	
   

  	
  08/22/2004 Annuity Due

  
	
  Grounding Bracket For
  Electrical Equipment Closure

  	
   

  	
  Canada

  	
   

  	
  2316507

  	
   

  	
  08/25/2000

  	
   

  	
  08/25/2004 Annuity Due

  
	
  Modular Terminal Block
  Assembly

  	
   

  	
  Mexico

  	
   

  	
  203927

  	
   

  	
  08/24/2001

  	
   

  	
  08/24/2004 Working Due

  
	
  Pedestal Closure Assembly

  	
   

  	
  U.S.

  	
   

  	
  6198041

  	
   

  	
  03/06/2001

  	
   

  	
  09/06/2004 Maintenance Fee Due

  
	
  Insulation Displacement
  Connector

  	
   

  	
  U.S.

  	
   

  	
  09/548038

  	
   

  	
  04/12/2000

  	
   

  	
  09/09/2004 Response to Final

  
	
  Line Protector For A
  Communications Circuit

  	
   

  	
  U.S.

  	
   

  	
  5195015

  	
   

  	
  06/16/1993

  	
   

  	
  09/16/2004 Maintenance Fee Due

  
	
  Modular Terminal Block
  Assembly

  	
   

  	
  Australia

  	
   

  	
  699921

  	
   

  	
  09/18/1996

  	
   

  	
  09/18/2004 Annuity Due

  



 


125





















 


	
  TITLE

  	
   

  	
  COUNTRY

  	
   

  	
  APPLN. NO./ PATENT NO.

  	
   

  	
  FILING DATE/

  ISSUE DATE

  	
   

  	
  STATUS

  
	
  Modular Terminal Block
  Assembly

  	
   

  	
  Canada

  	
   

  	
  2229571

  	
   

  	
  09/18/1996

  	
   

  	
  09/18/2004 Annuity Due

  
	
  Modular Terminal Block
  Assembly

  	
   

  	
  Sweden

  	
   

  	
  0852827

  	
   

  	
  3/27/2002

  	
   

  	
  09/18/2004 Annuity Due

  
	
  Modular Terminal Block
  Assembly

  	
   

  	
  UK

  	
   

  	
  0852827

  	
   

  	
  3/27/2002

  	
   

  	
  09/18/2004 Annuity Due

  
	
  Surge Protection Cartridge

  	
   

  	
  PCT

  	
   

  	
  PCT/US03/09446

  	
   

  	
  3/26/2003

  	
   

  	
  10/2/2004 Chapter I Due (Extended)

  
	
  Surge Protection Cartridge

  	
   

  	
  PCT

  	
   

  	
  PCT/US03/09446

  	
   

  	
  3/26/2003

  	
   

  	
  10/2/2004 National Stage Filing Deadline

  
	
  Insulation Displacement
  Connector

  	
   

  	
  US

  	
   

  	
  09/548038

  	
   

  	
  4/12/2000

  	
   

  	
  10/9/2004 Response to final & w/1 mo. ext.

  
	
  Insulation Displacement
  Connector

  	
   

  	
  US

  	
   

  	
  09/548038

  	
   

  	
  4/12/2000

  	
   

  	
  11/9/2004 Response to final w/2 mo. ext.

  
	
  Pedestal Closure Assembly

  	
   

  	
  US

  	
   

  	
  10/712612

  	
   

  	
  1/13/2003

  	
   

  	
  11/13/2004 Foreign Filing due

  
	
  Quarter Turn Slide Lock
  Assembly

  	
   

  	
  US

  	
   

  	
  10/712226

  	
   

  	
  1/13/2003

  	
   

  	
  11/13/2004 Foreign Filing due

  
	
  Filter System for An
  Electronic Equipment Closure

  	
   

  	
  US

  	
   

  	
  10/722810

  	
   

  	
  1/26/2003

  	
   

  	
  11/26/2004 Foreign Filing Due

  
	
  Terminal Block with
  Reduced Dielectric Material

  	
   

  	
  US

  	
   

  	
  6238234

  	
   

  	
  5/29/2001

  	
   

  	
  11/29/2004 Tax 3.5 due

  
	
  Telecommunications
  Equipment Pedestal

  	
   

  	
  Germany

  	
   

  	
  49911402.7

  	
   

  	
  2/15/2000

  	
   

  	
  12/7/2004 Maintenance deadline

  
	
  Telecommunications
  Equipment Pedestal

  	
   

  	
  Brazil

  	
   

  	
  5902542.5

  	
   

  	
  12/7/1999

  	
   

  	
  12/7/2004 Tax due

  
	
  Telecommunications
  Equipment Pedestal

  	
   

  	
  UK

  	
   

  	
  2088625

  	
   

  	
  6/7/1999

  	
   

  	
  12/7/2004 Renewal Tax due

  
	
  Insulation Displacement
  Connector

  	
   

  	
  US

  	
   

  	
  09/548038

  	
   

  	
  4/12/2000

  	
   

  	
  12/9/2004 Response to final w/3 mo. ext.

  
	
  Latching Mechanism for
  Mounting Plate of Pedestal Closure Assembly

  	
   

  	
  US

  	
   

  	
  6244635

  	
   

  	
  6/12/2001

  	
   

  	
  12/12/2004 Tax 3.5 due

  
	
  Grounding Bracket for
  Electrical Equipment Enclosure

  	
   

  	
  US

  	
   

  	
  6252166

  	
   

  	
  6/26/2001

  	
   

  	
  12/26/2004 Tax 3.5 due

  
	
  Power Supply System
  Including Thermal Current Limiting Protection

  	
   

  	
  US

  	
   

  	
  5,640,059

  	
   

  	
  17-Jun-1997

  	
   

  	
  12/17/2004 7.5 Year Maintenance fee due

  
	
  Variable Bandwith Control
  For Power Factor Correction

  	
   

  	
  US

  	
   

  	
  5,619,405

  	
   

  	
  08-Apr-1997

  	
   

  	
  10/8/2004 3.5 Year Maintenance fee due

  
	
  Circuitry To Maintain
  Proper Current Transformer Operation

  	
   

  	
  US

  	
   

  	
  5,610,508

  	
   

  	
  11-Mar-1997

  	
   

  	
  9/11/2004 7.5 Year Maintenance fee due

  



 


126





















 


	
  Active Current Limiter

  	
   

  	
  US

  	
   

  	
  6,215,633

  	
   

  	
  10-Apr-2001

  	
   

  	
  10/10/2004 3.5 Year Maintenance fee due

  
	
  Power Factor Correction
  Circuit For High Voltage Inputs

  	
   

  	
  US

  	
   

  	
  10/646,849

  	
   

  	
  03-May-2004

  	
   

  	
  9/9/2004 Issue Fee due

  
	
  Power Distribution Circuit
  Board With Bullet Connectors

  	
   

  	
  CA

  	
   

  	
  2,427,275

  	
   

  	
  30-Oct-2001

  	
   

  	
  10/30/2004 Maintenance fee due

  
	
  Conversion Of
  Synchronous/Asynchronous Signals

  	
   

  	
  US

  	
   

  	
  5,640,433

  	
   

  	
  17-Jun-1997

  	
   

  	
  12/17/2004 7.5 Year Maintenance fee due

  



 


This
Schedule 4.12(b)(i) as set forth above lists all
administrative actions that must be taken in connection with the Transferred
Patents.  With respect to all
registrations and applications for registration for the Transferred Trademarks,
Schedule 4.12(b)(i) will be updated no later than 3 days from
the date of this Agreement to include all administrative actions that must be
taken by the Purchasers within one hundred eighty (180) days after the Closing
Date, including the payment of any registration, maintenance, renewal fees,
annuity fees and taxes or the filing of any documents, applications or
certificates, for the purposes of maintaining, perfecting or preserving or
renewing such Transferred Trademarks; provided, however, in no event shall Schedule 4.12(b)(i) (as
updated) include anything which could reasonably cause the Purchasers to incur
any material liability or expense in connection with such Transferred
Trademarks (except for routine registration, maintenance, renewal fees, annuity
fees and taxes) or otherwise adversely affect Sellers’ title thereto.


 


Administrative
Actions for Transferred Registered Trademarks


 


The list of
actions set forth below was provided to the Purchasers on July 9, 2004.


 


 


	
  Mark

  	
   

  	
  Country

  	
   

  	
  Appl. No.

  	
   

  	
  Reg. No.

  	
   

  	
  Filing Date

  	
   

  	
  Grant Date

  	
   

  	
  Action

  Required

  	
   

  	
  Due Date for

  the Action

  
	
  LORAIN

  	
   

  	
  U.S.

  	
   

  	
  175,590

  	
   

  	
  774,878

  	
   

  	
  22AU1963

  	
   

  	
  11AU1964

  	
   

  	
  Renewal

  	
   

  	
  11AU2004

  
	
  LORAIN

  	
   

  	
  Canada

  	
   

  	
  365,332

  	
   

  	
  202,166

  	
   

  	
  12JE1973

  	
   

  	
  04OC1974

  	
   

  	
  Renewal

  	
   

  	
  04OC2004

  



 


127





















 


Schedule 4.12(b)(ii)

Delinquencies in Prosecution, Filing, Maintenance and Renewal Fees


 


The
Sellers failed to renew the Canadian registered mark “Reliable” (Reg. No. 196947)
(set forth on Schedule 1.1P) by the January 25, 2004 due
date.  However, since there is a
six-month grace period during which renewal fees can be paid, this mark did not
lapse.  The fees to renew this mark were
remitted on June 18, 2004.


 


128





















 


Schedule 4.12(c)

Ownership of Transferred Intellectual Property


 


1.


 


[***]


 


2.


 


[***]


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


129





















 


Schedule 4.12(d)

Inbound Licenses


 


[***]


 


Software Tool


 


Brio


Merkur


Unified Mailbox


CSS Horizon Web-site


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


130





















 


Schedule 4.12(e)

Infringements, Claims and Liens


 


1.


 


[***]


 


2.


 


[***]


 


3.                                       The Global Security Interest described in Schedule 4.6
is incorporated herein by reference.


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


131





















 


Schedule 4.13

Contracts


 


Schedule 4.13(a) – Collective Bargaining Agreements.


 


1.                                       Agreement between Marconi Communications
Canada Inc. (St. Thomas, Ontario) and Communications, Energy and Paperworkers
Union of Canada (CEP) and its Local 573 (December 7, 2003 – December 6,
2006).


 


2.                                       Labor Contract between Marconi Communications
of Mexico, S.A. of C.V. and Trade Union of Workers From the Metallurgy Industry
and Similars in the State of Mexico (2004).


 


3.                                       Labor Contract between Marconi Communications
Exportel, S.A. de C.V. and Union Trade of Workers from the Metallurgy Industry
and Similars in the State of Mexico (2003-2005).


 


Schedule 4.13(b) – Distribution Contracts, etc.


 


Sales Representative Agreements.


 


1.                                       Sales Representative Agreement, No. REP04-99/0272-SMD,
No. 02-0104-SRP, dated June 1, 2001, between Marconi Communications, Inc.
and South Manila Development Corporation (as amended).


 


2.                                       Sales Representative Agreement, No. 04-0252-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Rob
Watt and Associates.


 


3.                                       Authorized Sales Representative and
Distribution Agreement, dated March 1, 2003, between Raymond H. Burrell
Associates Limited and Marconi Communications, Inc.


 


4.                                       Sales Representative Agreement, No. 03-0930-SRP,
effective December 1, 2003, between Consultoria y Proytectos para
Telecomunicaciones, S.A. de C.V. and Marconi Communications, Inc.


 


5.                                       Sales Representative Agreement, No. 03-0933-SRP,
dated December 1, 2003, between Marconi Communications, Inc. and
Giles & Giles.


 


6.                                       Authorized Sales Representative Agreement, No. 86-0200-SRP,
dated August 18, 1986, between Marconi Communications, Inc. (f/k/a
Reliance Comm/Tec Corporation, which took assignment of this agreement from Reliance
Electric Company) and American Telecommunication, Inc. Chile S.A. (f/k/a
North Supply Chile) (as amended).


 


7.                                       Sales Representative Agreement, No. 03-0931-SRP,
dated December 1, 2003, between Advanced Communications Technologies, Inc.
and Marconi Communications, Inc.


 


132





















 


8.                                       Sales Representative Agreement, No. 03-0646-SRP,
dated August 5, 2003, between Vidar, Inc. and Marconi Communications, Inc.


 


9.                                       Agent Agreement, No. 02-1117-OH, dated January 23,
2002, between Jose Luis Hernandez Villafana and Marconi Communications, Inc.


 


10.                                 Authorized Sales Representative Agreement, No. 02-0545-SRP,
dated June 28, 1995, between P.T. Sumber Sakti Eka Utamade and Reliance
Comm/Tec Corporation.


 


11.                                 Sales Representative Agreement, dated November 11,
2003, between Imagineering Intl. Ltd. and Marconi Communications, Inc. (as
amended).


 


12.                                 Authorized Sales Representative Agreement,
dated June 1, 2000, between Reliance Electric Company and Rocis, Inc.
(as amended).


 


13.                                 Sales Representative Agreement, No. 04-0254-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Rhys
Owen Consulting.


 


14.                                 Sales Representative Agreement, No. 04-0248-SRP,
dated November 1, 2004, between Marconi Communications, Inc. and J.R.
Schmidt & Associates.


 


15.                                 Sales Representative Agreement, No. 04-0188-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and WKW
Associates, LLC.


 


16.                                 Sales Representative Agreement, No. 04-0242-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and
Advanced Communications Technologies, Inc.


 


17.                                 Sales Representative Agreement, No. 04-0244-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Cody &
Associates.


 


18.                                 Sales Representative Agreement, No. 04-0245-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Thomas
Dowell & Associates.


 


19.                                 Sales Representative Agreement, No. 04-0249-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Lorand,
LLC.


 


20.                                 Sales Representative Agreement, No. 04-0250-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Private
Network Technologies.


 


21.                                 Sales Representative Agreement, No. 04-0251-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and
Professional Sales Agents, Inc.


 


22.                                 Agreement, No. 03-0932-SRP, dated November 21,
2003, between Marconi Communications, Inc. and Browning &
Associates.


 


23.                                 Sales Representative Agreement, dated November 25,
2003, between Marconi Communications, Inc. and Rhys Owen Consulting.


 


133





















 


24.                                 Sales Representative Agreement, dated as of May 19,
2003, between Rhys Owen Consulting and Marconi Communications, Inc.


 


25.                                 Sales Representative Agreement between MCI
and Enersys, SRL. (MCI has not made available to the Purchasers a true and
complete copy of this Contract.)


 


26.                                 Sales Representative Agreement, No. 04-0243-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and
Browning & Associates.


 


27.                                 Sales Representative Agreement, No. 04-0246-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and Eagle
Marketing.


 


28.                                 Sales Representative Agreement, No. 04-0247-SRP,
dated November 25, 2003, between Marconi Communications, Inc. and
Giles & Giles, Inc.


 


29.                                 Sales Representative Agreement, No. 04-0258-SRP,
dated April 1, 2004, between Marconi Communications, Inc. and
FedForce, LLC.


 


Value Added Reseller Agreements.


 


1.                                       Resale Purchase Agreement, No. 01-1452-VAR,
dated June 25, 2002, between Marconi Communications, Inc. and Verizon
Network Integration Corp.


 


2.                                       Agreement, No. 98-132-VAR, dated July 1,
1998, between RELTEC Communications, Inc. and Sprint North Supply Company
(as amended).


 


3.                                       Value Added Reseller Agreement, No. 01-195-VAR,
dated April 2, 2001, between Atlantic and Pacific Telcom, Inc. and
Marconi Communications, Inc.


 


4.                                       Value Added Reseller Agreement, No. 04-0165-VAR,
dated April 1, 2004, between Power Solutions and Marconi.


 


5.                                       Value Added Reseller Agreement, No. 00-538-VAR,
dated September 29, 2000, between Power Product Services and Marconi
Communications, Inc. (as amended).


 


6.                                       Value Added Reseller Agreement (Marconi Power
Products), No. 00-441-VAR, dated September 29, 2000, between Kentech,
Incorporated and Marconi Communications, Inc. (as amended).


 


7.                                       Value Added Reseller Agreement, No. 00-491-VAR,
dated November 9, 2000, between ETAK Systems and Marconi Communications, Inc.
(as amended).


 


8.                                       Value Added Reseller Agreement, No. 00-516-VAR,
dated September 29, 2000, between Marconi Communications, Inc. and
Corban Communications Inc. (as amended).


 


9.                                       Value Added Reseller Agreement, No. 98-231-VAR,
dated June 1, 1998, between RELTEC Communications, Inc. and DRC, Inc.


 


134





















 


10.                                 Value Added Reseller Agreement, No. 01-908-VAR,
dated July 1, 2001, between Marconi Communications, Inc. and J&M
Schaefer Inc. (as amended).


 


11.                                 Value Added Reseller Agreement, No. 03-0209-VAR,
dated September 17, 2003, between Marconi Communications, Inc. and
Maya Telecom.


 


12.                                 Authorized Systimax SCS Value Added Reseller
and Authorized Installer 1998 Lucent Technologies NCS Product Revenue
Commitment, No.99-358-VAR, dated February 13, 1998 between Lucent
Technologies and RELTEC/Custom Design Telephone Systems, Inc.


 


13.                                 Value Added Reseller Agreement, No. 00-687-VAR,
dated December 20, 2000, between Marconi Communications, Inc. and
Skyler Electric Company (as amended).


 


14.                                 Comdial Executech Dealer Agreement, No. 92-120-VAR,
dated May 14, 2002, between Custom Design Telephone Systems, Inc. and
Comdial Executech.


 


15.                                 Value Added Reseller Agreement, No. 00-526-VAR,
dated September 29, 2000, between Marconi Communications, Inc. and
Telamon Technologies Corporation (as amended).


 


16.                                 Value Added Reseller Agreement, No. 00-492-VAR,
dated November 16, 2000, between Marconi Communications, Inc. and
Telecom Power Systems, Inc. (as amended).


 


17.                                 Value Added Reseller Agreement, No. 00-584-VAR,
dated as of February 1, 2001, between Marconi Communications, Inc.
and Nolan Battery (as amended).


 


18.                                 Value Added Reseller Agreement, No. 00-440-VAR,
dated September 29, 2000, between Marconi Communications, Inc. and
Integrated Power Sources, Inc. (as amended).


 


19.                                 Value Added Reseller Agreement, No. 98-550-VAR,
dated August 20, 1998, between RELTEC Communications, Inc. and
Cell-Tel International, Inc.


 


20.                                 Value Added Reseller Agreement, No. 92-119-VAR,
dated June 1, 1992, between Coastcom and Custom Design Telephone Systems
(as amended).


 


21.                                 Value Added Reseller Agreement, No. 04-0016-VAR,
dated January 23, 2004, between Marconi Communications, Inc. and
Packaged Electrical Power, 1-A Limekiln Pike.


 


22.                                 Value Added Reseller Agreement, No. 01-434-VAR,
dated February 12, 2001, between Eastern Independent Telecommunications
Ltd. and Marconi Communications Canada Inc.


 


23.                                 Value Added Reseller Agreement, No. 01-950-VAR,
dated August 24, 2001 between Marconi Communications, Inc. and Strata, Inc.
(as amended).


 


24.                                 Value Added Reseller Agreement, No. 01-309-VAR,
dated May 30, 2001 between Marconi Communications, Inc. and Swift
Industrial Power (as amended).


 


135





















 


25.                                 Value Added Reseller Agreement, No. 01-047-VAR,
dated February 15, 2001, between Marconi Communications, Inc. and TDB
Communications, Inc. (as amended).


 


26.                                 Value Added Reseller Agreement, No. 00-505-VAR,
dated December 15, 2000, between Marconi Communications, Inc. and
Madison Communications, LLC (as amended).


 


27.                                 Value Added Reseller Agreement (Marconi Power
Products), No. 00-493-VAR, dated November 6, 2000, between Marconi
Communications, Inc. and A&R Telecom.


 


28.                                 Mitel Elite VAR Agreement, No. 99-200-VAR,
dated April 1, 1999, between Mitel, Inc. and RELTEC CDTS, Inc.


 


29.                                 Value Added Reseller Agreement (Marconi Power
Products), No. 00-651-VAR, dated December 1, 2000, between Marconi
Communications, Inc. and Miller-Eads Telecom Inc. (as amended).


 


30.                                 Dealer Agreement, No. 94-161-VAR, dated March 21,
1994, between Cortelco, Inc. and Custom Design Telephone Systems.


 


31.                                 Value Added Reseller Agreement, No. 04-494-VAR,
dated October 20, 2000, between Marconi Communications, Inc. and
Costa Enterprises (as amended).


 


32.                                 Value Added Reseller Agreement, dated March 16,
2000, by and between Marconi Communications, Inc. and Somera
Communications (as amended).


 


33.                                 Reseller Agreement, No. 03-0015-OTH,
dated March 13, 2003, between Marconi Communications, Inc. and Modern
Telecom Systems.


 


Distributor Agreements.


 


1.                                       General Distributor Agreement, No. 98-313-DST,
dated May 1, 1998, between Famous Telephone Supply Co. and RELTEC
Communications, Inc. (as amended).


 


2.                                       General Distributor Agreement, No. 98-318-DST,
dated May 1, 1998, between Potelcom Supply and RELTEC Communications, Inc.
(as amended).


 


3.                                       General Distributor Agreement, No. 98-307-DST,
dated May 1, 1998, between Anicom, Inc. and RELTEC Communications, Inc.


 


4.                                       General Distributor Agreement, No. 98-549-DST,
dated May 1, 1998, by and between Marconi Communications, Inc. and
Anixter (as amended). (The rights and obligations of MCI under this Contract
not related to the Business were assigned to Advanced Fibre Access Corporation
pursuant to the Consent to Assignment Agreement, by and between Marconi
Communications, Inc., Advanced Fibre Access Corporation and Anixter, Inc.)


 


5.                                       General Distributor Agreement, No. 00-135-DST,
between Arion and Marconi Communications, Inc.


 


136





















 


6.                                       General Distributor Agreement, No. 98-309-DST,
dated May 1, 1998, by and between RELTEC Communications, Inc. and
Cable Plus.


 


7.                                       General Distributor Agreement, No. 98-311-DST,
dated May 1, 1998, between CSSA and RELTEC Communications, Inc. (as
amended). (The rights and obligations of MCI under this Contract not related to
the Business were assigned to Advanced Fibre Access Corporation pursuant to the
Consent to Assignment Agreement, by and between Marconi Communications, Inc.,
Advanced Fibre Access Corporation and CSSA.)


 


8.                                       General Distributor Agreement, No. 98-312-DST,
dated May 1, 1998, between RELTEC Communications, Inc. and Dakota
Electric Supply Co. (as amended). (The rights and obligations of MCI under this
Contract not related to the Business were assigned to Advanced Fibre Access
Corporation pursuant to the Consent to Assignment Agreement, dated February 2,
2004, by and between Marconi Communications, Inc., Advanced Fibre Access
Corporation and Dakota Electric Supply Co.)


 


9.                                       Litecomm General Distributor Agreement, No. 98-316-DST,
dated May 1, 1998, between Litecomm Supply Company and RELTEC
Communications, Inc.


 


10.                                 General Distributor Agreement, No. 99-504-DST,
dated August 26, 1999, between KES and Marconi Communications, Inc.
(as amended).


 


11.                                 General Distributor Agreement, No. 02-0135-DST,
dated March 1, 2002, between Marconi Communications, Inc. and SCS
Limited.


 


12.                                 Distributor Agreement, dated June 1,
1999, between Marconi Communications, Inc. and PYS Digital, C.A.


 


13.                                 Distributor Agreement, No. 02-0499-DST,
dated July 30, 2003, between Marconi Communications, Inc. and TVC
Communications, Inc.


 


14.                                 General Distributor Agreement, No. 98-317-DST,
dated May 1, 1998, between RELTEC Communications, Inc. and NCP.


 


15.                                 Distributor Agreement, No. 02-1200-DST,
dated May 25, 2002, between Acumuladores Duncan C.A. and Marconi
Communications, Inc.


 


16.                                 General Distributor Agreement, No. 98-743-DST,
dated October 1, 1998, between Vikimatic Inc. and RELTEC Communication
Inc.


 


17.                                 General Distributor Agreement, No. 98-321-DST,
dated May 1, 1998, between Walker & Associates, Inc. and
RELTEC Communications, Inc. (as amended). (The rights and obligations of
MCI under this Contract not related to the Business were transferred to
Advanced Fibre Access Corporation pursuant to the Consent to Assignment
Agreement, dated February 5, 2004, by and between Marconi Communications, Inc.,
Advanced Fibre Access Corporation and Walker & Associates, Inc.)


 


137





















 


18.                                 General Distributor Agreement, No. 98-314-DST,
dated May 1, 1998, between GoldCom, Inc. and RELTEC Communications, Inc.
(as amended).


 


19.                                 General Distributor Agreements, No. 98-304-DST,
dated September 2, 1999 and March 6, 2001, between Graybar Electric
Company and RELTEC Communications, Inc.


 


20.                                 Distributor Agreement, No. 02-0136-DST,
dated February 1, 2003, between Alltel Communications Products, Inc.
and Marconi Communications, Inc. (as amended).


 


21.                                 General Distributor Agreement, No. 98-306-DST,
dated September 1, 1998, between Alltel Supply, Inc. and RELTEC
Communications, Inc.


 


22.                                 General Distributor Agreement, No. 98-310-DST,
dated May 1, 1998, between RELTEC Communications, Inc. and Clifford
of Vermont, Inc.


 


23.                                 Distributor Agreement, No. 99-742-DST
(undated), between Marconi Communications, Inc. and Clorex Sistemas de
Energia S.A.


 


24.                                 General Distributor Agreement, No. 00-450-DST,
dated April 3, 2002, between Marconi Communications, Inc. and Codale
Electric Supply, Inc. (as amended).


 


25.                                 General Distributor Agreement, No. 00-260-DST,
dated August 1, 2000, between Marconi Communications, Inc. and
Sunbelt Telecommunications, Inc.


 


26.                                 Distribution Agreement, No. 02-1038-DST,
dated December 5, 2003, between LM Ericsson Limited and Marconi
Communications, Inc.


 


27.                                 General Distributor Agreement, No. 01-1193-DST,
dated October 1, 2001, between Marconi Communications, Inc. and
Global Energy & Technology, Inc.


 


28.                                 General Distributor Agreement, dated February 1,
1992, between Communications Supply Company and Reliance Comm/TEC Corporation.


 


29.                                 General Distributor Agreement, dated November 26,
1991, between GENCAB of Canada and Reliance Electric, Ltd. Telecom Division.


 


30.                                 General Distributor Agreement, dated April 1,
1994, between TWCOMCORP and Reliance Comm/Tec Corporation.


 


31.                                 General Distributor Agreement, dated March 19,
1996, between Wireless Installation Services and RELTEC Corporation.


 


32.                                 General Distributor Agreement, No. 98-319-DST,
dated May 1, 1998, between Power & Telephone Supply Company, Inc.
and RELTEC Communications, Inc. (as amended). (The rights and obligations
of MCI under this Contract not related to the Business were assigned to
Advanced Fibre Access Corporation pursuant to the Consent to Assignment
Agreement, dated February 10, 2004, by and between Marconi Communications, Inc.,
Advanced Fibre Access Corporation and Power & Telephone Supply Company, Inc.)


 


138





















 


33.                                 OEM/Distributor Agreement, No. 97-339-OEM,
dated October 14, 1997, between Siemens Telecom Network and RELTEC
Corporation. (The rights and obligations of MCI under this Contract not related
to the Business were assigned to Advanced Fibre Access Corporation pursuant to
the Consent to Assignment Agreement, dated February 27, 2004, by and
between Marconi Communications, Inc., Advanced Fibre Access Corporation
and Siemens Information & Communications Networks, Inc.)


 


34.                                 General Distributor Agreement, dated as of February 3,
1993, between Reliance Comm/Tec Corporation and Energy Electric Cable, Inc.


 


35.                                 Reseller Agreement, No. 02-1098-DST,
dated July 24, 2003, between Marconi Communications, Inc. and Marconi
Communications Federal, Inc.


 


36.                                 General Distributor Agreement, dated January 15,
1997, between North Supply Company and RELTEC Corporation (as amended).


 


37.                                 Development and Distribution Agreement, No. 93-150-OTH,
dated October 29, 1993, between Reliance Comm/Tec Corporation and Telemax
Corporation.


 


38.                                 Distribution, Marketing, Sales and Services
Agreement, No. 00-548-DEV, dated July 13, 2001, between Active Power, Inc.
and Marconi Communications, Inc.


 


39.                                 Distributor Agreement, dated May 25,
2002, between Marconi Communications, Inc. and Acumuladores Duncan C.A.


 


40.                                 Distributor Agreement, No. 99-901-SRP,
effective June 1, 1999, between COMCO de Puerto Rico and Marconi
Communications, Inc.


 


41.                                 Distributor Agreement, No. 99-737-SRP,
effective June 1, 1999, between COLTEL and Marconi Communications, Inc.


 


42.                                 Distribution Agreement, dated June 9,
1986, by and between Reliance Electric Company and Electroteks (PTE.) Ltd.


 


43.                                 General Distributor Agreement, No. 98-315-VAR,
dated May 1, 1998, between KGP Telecommunications and RELTEC Communications, Inc.
(as amended).


 


44.                                 General Distributor Agreement, No. 98-495-VAR,
dated November 23, 1998, between TESSCO Technologies Incorporated and
RELTEC Communications, Inc.


 


45.                                 Distributor Agreement (undated) between
Marconi Communications, Inc. and Retrac.


 


46.                                 Distributor Agreement between MCI and TCC
Peru. (MCI has not been able to locate a true and complete copy of this
Contract and has therefore not made available a true and complete copy to the
Purchasers.)


 


47.                                 [Distributor / Sales Representative]
Agreement between MCI / Marconi Mexico] and BMP Ingenieros.  (MCI has not been able to locate a true and
complete copy of this 


 


139





















 


Contract and has therefore
not made available a true and complete copy to the Purchasers.)


 


48.                                 [Distributor / Sales Representative]
Agreement between [MCI / Marconi Mexico] and Vimaco. (MCI has not been able to
locate a true and complete copy of this Contract and has therefore not made
available a true and complete copy to the Purchasers.)


 


49.                                 Distributor Agreement, dated June 1,
2000, between Marconi Communications, Inc. and Perfitemp (as modified and
as assigned by Marconi Communications, Inc. to Marconi Colombia, S.A.).


 


50.                                 Agency agreement entered into by and between
Marconi Mexico and Ms. Zolia Rosa Vite Vargas.


 


Schedule 4.13(c) – Contracts relating to Loans, Guarantees,
etc.


 


Set
forth below are Contracts to which a Seller or one of its Affiliates is the
lender:


 


1.                                       Promissory Note, dated September 24,
2003, issued by Praveen Kishorepuria in favor of Marconi Communications, Inc.
(relating to FICA withholding amounts).


 


Schedule 4.13(d)(i) – Material Contracts with Affiliates of
any Seller.


 


1.                                       Reseller Agreement, No. 02-1098-DST,
dated July 24, 2003, between Marconi Communications, Inc. and Marconi
Communications Federal, Inc.


 


2.                                       Marconi Communications Limited and MCI
currently are operating under an oral subcontract arrangement in regards to
services provided under the Support Services Agreement, dated January 28,
2004, between Marconi Communications Limited and Jersey Telecom. (The
Subcontract Agreement between Marconi Communications Limited and MCI will be
executed in the near future and an unexecuted version has been provided to the
Purchasers).


 


3.                                       Purchase Order No. MC/2617/NOR-1764 (1),
dated March 29, 2004, between Marconi Colombia, S.A. and Marconi Mexico.


 


4.                                       Purchase Order No. 4500559915, dated May 17,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico


 


5.                                       Purchase Order No. 4500561491, dated May 24,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


6.                                       Purchase Order No. 4500562727, dated May 31,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


7.                                       Purchase Order No. 4500564367, dated June 8,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


140





















 


8.                                       Purchase Order No. 4500565492, dated June 14,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico


 


9.                                       Purchase Order No. 4500565564, dated June 14,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


10.                                 Purchase Order No. 4500566056, dated June 16,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


11.                                 Purchase Order No. 4500568851, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


12.                                 Purchase Order No. 4500568982, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


13.                                 Purchase Order No. 4500569006, dated June 30,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


14.                                 Purchase Order No. 4500569425, dated July 1,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


15.                                 Purchase Order No. 4500569431, dated July 1,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


16.                                 Purchase Order No. 4500569549, dated July 2,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


17.                                 Purchase Order No. 4500556200, dated April 29,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


18.                                 Purchase Order No. 4500560539, dated May 19,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


19.                                 Purchase Order No. 4500562085, dated May 26,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


20.                                 Purchase Order No. 4500564373, dated June 8,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


21.                                 Purchase Order No. 4500564753, dated June 9,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


22.                                 Purchase Order No. 4500565193, dated June 11,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


23.                                 Purchase Order No. 4500566971, dated June 21,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


141





















 


24.                                 Purchase Order No. 4500567340, dated June 22,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


25.                                 Purchase Order No. 4500567869, dated June 24,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


26.                                 Purchase Order No. 4500568869, dated June 30,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


Schedule 4.13(d)(ii) – Material Contracts with any officer or
director of any Seller.


 


1.                                       The applicable items disclosed on Schedule 4.17(a) are
incorporated herein by reference.


 


Schedule 4.13(e) – Contracts and/or Purchase Orders with
suppliers that have in the aggregate a commitment of more than $100,000 on an
annual basis.


 


Open PO
Summary (June 29, 2004)

Descending $of PO Commitments


 


	
  Supplier

  	
   

  	
  No. of POs

  Open

  	
   

  	
  Executed Agreements

  
	
  SOLECTRON

  	
   

  	
  55

  	
   

  	
  Manufacturing Agreement
  between The Network Components Division of Marconi Communications and
  Solectron Corporation, No. 03-0096-MFG, dated December 29, 2003,
  between Marconi Communications and Solectron Corporation.

  
	
  APSCO

  	
   

  	
  140

  	
   

  	
   

  
	
  APSCO INTERNATIONAL

  	
   

  	
  180

  	
   

  	
   

  
	
  GNB INDUSTRIAL BATTERY CO.

  	
   

  	
  3

  	
   

  	
   

  
	
  EXIDE TECHNOLOGIES

  	
   

  	
  15

  	
   

  	
   

  
	
  GE SUPPLY LOGISTICS, LLC

  	
   

  	
  642

  	
   

  	
   

  
	
  SERVICIOS INTEGRALES de
  MANUFACTURA

  	
   

  	
  40

  	
   

  	
   

  
	
  QUESTRON DIST.DE MEX.SA D
  CV

  	
   

  	
  423

  	
   

  	
   

  
	
  CANADIAN SHUNT INDUSTRIES

  	
   

  	
  37

  	
   

  	
  Manufacturing and Supply
  Agreement, dated February 1, 2001 by and between Royal Telecom
  Protection, LLC and Marconi Communications Inc.

  
	
  ROYAL TELECOM PROTECTION

  	
   

  	
  59

  	
   

  	
   

  
	
  APW MCLEAN

  	
   

  	
  12

  	
   

  	
   

  
	
  TASHJIAN TOWERS

  	
   

  	
  27

  	
   

  	
   

  
	
  MID-SOUTH ELECTRONICS,
  INC.

  	
   

  	
  70

  	
   

  	
   

  
	
  DANCO METAL PRODUCTS INC.

  	
   

  	
  224

  	
   

  	
   

  
	
  EBM INDUSTRIES

  	
   

  	
  36

  	
   

  	
   

  
	
  DANTHERM, INC.

  	
   

  	
  25

  	
   

  	
  OEM Purchase Agreement, No. 00-060-OEM,
  dated March 29, 2000, between Dantherm HMS, Inc. and Marconi
  Communications Inc.

  
	
  GENPRO, S.A. DE C.V.

  	
   

  	
  10

  	
   

  	
   

  
	
  CE+T

  	
   

  	
  24

  	
   

  	
   

  
	
  TYCO ELECTRONICS

  	
   

  	
  92

  	
   

  	
   

  
	
  AMERICAN ROLL FORMED
  PRODUCTS CORP

  	
   

  	
  68

  	
   

  	
   

  
	
  POWERLINK WIRE AND CABLE

  	
   

  	
  108

  	
   

  	
   

  
	
  DEGREE CONTROLS, INC.

  	
   

  	
  16

  	
   

  	
   

  
	
  ROYAL DIE & STAMP
  CO

  	
   

  	
  27

  	
   

  	
   

  
	
  EAST PENN MANUFACTURING
  CO.

  	
   

  	
  2

  	
   

  	
   

  
	
  HPL STAMPINGS, INC.

  	
   

  	
  66

  	
   

  	
   

  
	
  WIEGEL TOOL WORKS, INC.

  	
   

  	
  35

  	
   

  	
   

  
	
  EAST PENN BATTERIES LATIN

  	
   

  	
  9

  	
   

  	
   

  



 


142





















 


	
  CONTACT INDUSTRIES, INC.

  	
   

  	
  19

  	
   

  	
   

  
	
  TRU-FAB

  	
   

  	
  183

  	
   

  	
   

  
	
  TELECT

  	
   

  	
  13

  	
   

  	
   

  
	
  SARGENT METAL FABRICATORS

  	
   

  	
  35

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Candian
  Suppliers to Marconi Canada

  	
   

  	
   

  	
   

  	
   

  
	
  HAAS ENTERPRISES INC

  	
   

  	
  171

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mexico
  Suppliers to Marconi Mexico

  	
   

  	
   

  	
   

  	
   

  
	
  GALVAK SA, DE CV

  	
   

  	
  6

  	
   

  	
   

  



 


1.                                       Information Technology Services provided by
Les Stadel pursuant to purchase orders. (Information Technology Services
provided by Les Stadel to Advanced Fibre Communications, Inc. are paid by
Advanced Fibre Communications, Inc. pursuant to the Transition Services
Agreement, dated January 5, 2004, by and between Advanced Fibre Access
Corporation, Advanced Fibre Communications, Inc. and Marconi
Communications, Inc.)


 


2.                                       MCI retains the services of the at-will
contractors set forth below:


 


a.                                       Rich Horwath


 


b.                                      Rich Pipala


 


c.                                       Mike Kurchak


 


d.                                      Bob Morrison


 


3.                                       Purchase Order No. H56780, dated April 24,
2004, between Tashjian Towers (as supplier) and Marconi Mexico.


 


4.                                       Purchase Order No. H55155, dated April 24,
2004, between Questron Dist. de México, S.A. de C.V. (as supplier) and Marconi
Mexico.


 


5.                                       Purchase Order No. 4500564367, dated June 8,
2004, between Marconi Communications (Lorain) (as supplier) and Marconi Mexico.


 


6.                                       Purchase Order No. 4500566971, dated June 21,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


7.                                       Purchase Order No. 4500567869, dated June 24,
2004, between Marconi Communications (Chicago) (as supplier) and Marconi
Mexico.


 


8.                                       Purchase Order No. 4500562954, dated June 1,
2004, between East Penn Batteries Latin (as supplier) and Marconi Mexico.


 


9.                                       Purchase Order No. 4500567385, dated June 22,
2004, between GNB Industrial Battery Co. (as supplier) and Marconi Mexico.


 


143





















 


10.                                 Purchase Order No. 4500569418, dated July 1,
2004, between GNB Industrial Battery Co. (as supplier) and Marconi Mexico.


 


Schedule 4.13(f) – Contracts involving Partnerships, Joint
Ventures, etc.


 


1.                                       Strategic Alliance Agreement, dated January 26,
2004, between Marconi Communications, Inc. and Harris Corporation
(subsequently assigned by Harris Corporation to Fluke Networks).


 


2.                                       Agreement, No. 03-0026-OEM, dated May 1,
2003, between Marconi Communications and Metallic Power, Inc.


 


Schedule 4.13(g) – Acquisitions or Dispositions.


 


None.


 


Schedule 4.13(h) – Non-Competition Covenants and Other
Restrictive Covenants.


 


1.                                       Equity Transfer Contract, dated November 22,
2003, by and among Marconi Communications, Inc., LinTech Limited and
Guangdong Telecom Industry Group Corporation.


 


2.                                       Agreement, No. 03-0026-OEM, dated May 1,
2003, between Marconi Communications and Metallic Power, Inc.


 


Schedule 4.13(i) – Right of First Refusal or Option to
Purchase or Acquire Assets.


 


None.


 


144





















 


Schedule 4.14

Permits


 


Schedule 4.14(a).


 


1.                                       In most U.S. jurisdictions, pursuant to
National Electrical Code 2002 (the “NEC Exemption”), MCI is exempt from
obtaining contractor licenses (of the type set forth in Item 3 of Schedule 4.14(b))
for performing work relating to the Business in telecommunications
facilities.  However, the County of San
Francisco asserts that the NEC Exemption does not apply to the activities
carried out by the Business, and therefore, MCI has applied for 16 Permits with
the County of San Francisco with respect to certain projects being carried out
in San Francisco.  MCI has not received
these Permits.  It is possible that other
jurisdictions in the U.S. will also assert that the NEC Exemption does not
apply to the activities carried out by the Business.


 


Schedule 4.14(b).


 


1.                                       Certain of the Sellers hold certain tax
registrations and other tax permits in certain jurisdictions in which such
Sellers conduct the Business.  Such
permits are not transferable and therefore will not be transferred to the
Purchasers in connection with the transactions contemplated by the Agreement.


 


2.                                       Federal Communications Commission renewal of
certification of the measurement facility of MCI located at 1122 F Street,
Lorain, OH 44052 dated November 8, 2002 (Registration Number 90768).


 


3.                                       MCI or, as applicable, certain Current MCI
Employees, hold contractor licenses to perform certain types of work relating
to the Business (e.g., electrical, telecommunications, construction) in the
following states.


 


	
  State

  	
   

  	
  License Type

  	
   

  	
  Expiration Date

  
	
  Arizona

  	
   

  	
  L-67 Low Voltage Communications Systems License

  	
   

  	
  7/31/05

  
	
  California

  	
   

  	
  C-10 Telecommunications Systems License

  	
   

  	
  10/31/05

  
	
  Colorado

  	
   

  	
  Electrical Contractor License

  	
   

  	
  2/28/05

  
	
  New Mexico

  	
   

  	
  E507 Telecommunications System License

  	
   

  	
  2/28/05

  
	
  Rhode Island

  	
   

  	
  Telecom License

  	
   

  	
  4/30/05

  
	
  Connecticut

  	
   

  	
  T-1 and E-1 Licenses

  	
   

  	
  Unknown

  



 


4.                                       In most U.S. jurisdictions, MCI is exempt
from obtaining contractor licenses of the type set forth in Item 3 of this Schedule 4.14(b))
pursuant to National Electrical Code 2002. 
Reference is made to Item 1 of Schedule 4.14(a).


 


145





















 


5.                                       United States Bonds Listing.


 


MCI is required to post bonds in favor of the
beneficiaries set forth below.


 


	
  Country

  	
   

  	
  Issuer of Bond

  Bank

  	
   

  	
  Indemnifying

  Co

  	
   

  	
  Contracting

  Co

  	
   

  	
  Reference

  	
   

  	
  Beneficiary.

  Tender/Contract

  	
   

  	
  Local

  Value

  	
   

  	
  Curr

  	
   

  	
  Original

  Issue

  Date

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
   

  	
   

  	
  MCI

  	
   

  	
  Guarantee

  	
   

  	
  State of Iowa

  	
   

  	
  50,000

  	
   

  	
  USD

  	
   

  	
  8/28/03

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05902344

  	
   

  	
  State of Arizona

  	
   

  	
  45,000

  	
   

  	
  USD

  	
   

  	
  10/19/01

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05902332

  	
   

  	
  State of West
  Virginia

  	
   

  	
  11,500

  	
   

  	
  USD

  	
   

  	
  12/30/01

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  206704526

  	
   

  	
  State of
  California

  	
   

  	
  10,000

  	
   

  	
  USD

  	
   

  	
  4/7/99

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05903130

  	
   

  	
  State of
  California

  	
   

  	
  10,000

  	
   

  	
  USD

  	
   

  	
  12/1/00

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05902617

  	
   

  	
  State of
  California

  	
   

  	
  10,000

  	
   

  	
  USD

  	
   

  	
  7/1/01

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  KO6619757

  	
   

  	
  Village of
  Lansing, IL

  	
   

  	
  10,000

  	
   

  	
  USD

  	
   

  	
  11/10/00

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05997434

  	
   

  	
  State of New
  Mexico

  	
   

  	
  5,000

  	
   

  	
  USD

  	
   

  	
  4/24/01

  
	
  US

  	
   

  	
  North American
  Insurance Co’s

  	
   

  	
  MCI

  	
   

  	
  MCI

  	
   

  	
  K05903014

  	
   

  	
  State of
  Washington

  	
   

  	
  4,000

  	
   

  	
  USD

  	
   

  	
  7/31/01

  



 


6.                                       Mexico Bonds Listing.


 


MCI and Marconi Mexico, as applicable, are required
to post bonds in favor of the beneficiaries set forth below.


 


	
  Country

  	
   

  	
  Issuer of Bond

  Bank

  	
   

  	
  Indemnifying

  Co

  	
   

  	
  Contracting

  Co

  	
   

  	
  Reference

  	
   

  	
  Beneficiary.

  Tender/Contract

  	
   

  	
  Local

  Value

  	
   

  	
  Curr

  
	
  Mexico

  	
   

  	
  Afianzadora Insurgentes, S.A. deC.V.

  	
   

  	
  Marconi Mexico

  	
   

  	
  Marconi Mexico

  	
   

  	
  FV-60975

  	
   

  	
  Sainco, S.A. de Instal Control

  	
   

  	
  1142140

  	
   

  	
  MXN

  
	
  Mexico

  	
   

  	
  Afianzadora Sofimex, S.A.

  	
   

  	
  Marconi Mexico

  	
   

  	
  Marconi Mexico

  	
   

  	
  641781

  	
   

  	
  Union Presforzadora S.A. de C.V.

  	
   

  	
  49026.68

  	
   

  	
  MXN

  
	
  Mexico

  	
   

  	
  Afianz Insgts

  	
   

  	
  Marconi Mexico

  	
   

  	
  Marconi Mexico

  	
   

  	
  JT335835

  	
   

  	
  Tesoreria de la Federacion

  	
   

  	
  14127.17

  	
   

  	
  MXN

  
	
  Chile

  	
   

  	
  Bsch Ny

  	
   

  	
  Marconi Mexico

  	
   

  	
  MCI

  	
   

  	
  7940150

  	
   

  	
  Entel

  	
   

  	
  100000

  	
   

  	
  USD

  



 


 


146





















 


7.                                       Authorization dated June 24, 1991, for
Marconi Mexico to perform temporary importations to produce exportation
articles PITEX/91-240 (“PITEX Authorization”)


 


8.                                       Authorization dated November 13, 2001,
for Marconi Mexico to carry out a Programa
de Exportación de Maquila.


 


9.                                       Authorization dated February 28, 2001,
for Marconi Mexico to perform a Programa de
Promoción Sectorial.


 


10.                                 Marconi Mexico and Marconi Exportel, as
applicable, hold the following permits.


 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility

  Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Issuing Agency

  
	
  Marconi

  Communications de

  México, S.A. de

  C.V.

  (San Andrés Atoto)

  	
   

  	
  State Land Use
  License

  	
   

  	
   

  	
   

  	
  DGDU/098/243/2001

  	
   

  	
  Secured

  	
   

  	
  April 24,
  2001

  	
   

  	
  April 24,
  2002

  	
   

  	
  Minicipality of
  Naucalpan

  
	
   

  	
   

  	
  Operating license

  	
   

  	
   

  	
   

  	
  A 07093

  	
   

  	
  Secured

  	
   

  	
  December 28,
  2001

  	
   

  	
  December 31,
  2002

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Operating license
  for administrative offices and storage room

  	
   

  	
   

  	
   

  	
  13691

  	
   

  	
  Secured

  	
   

  	
  May 24, 2004

  	
   

  	
  December 31,
  2004

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Operating license
  for the establishment

  	
   

  	
   

  	
   

  	
  05190

  	
   

  	
  Secured

  	
   

  	
  December 18,
  2003.

  	
   

  	
  December 31,
  2004

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marconi

  Communications de

  México S.A. de

  C.V. (Las Armas)

  	
   

  	
  Operating license

  	
   

  	
   

  	
   

  	
  05277

  	
   

  	
  Secured

  	
   

  	
  December 18,
  2003

  	
   

  	
  December 31,
  2004

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marconi

  Communications

  Exportel, S.A. de

  C.V. (MCE)

  	
   

  	
  Operating license

  	
   

  	
   

  	
   

  	
  Illegible number

  	
   

  	
  Secured

  	
   

  	
  December 18,
  2003

  	
   

  	
  December 31,
  2004

  	
   

  	
  Municipality of
  Naucalpan

  



 


147





















 


Schedule 4.15

Insurance


 


 


None.


 


148


















 


Schedule 4.17(a)

Employee Benefit Plans and Employment Agreements


 


Employee Incentive Plans.


 


1.                                       Marconi Employee Stock Purchase Plan for
Employees in North America, effective as of October 10, 2000
(participation suspended, effective as of January 1, 2002). (Seller
Benefit Plan)


 


2.                                       Marconi Corporation plc Employee Share Option
Plan, effective as of June 30, 2003. (Seller Benefit Plan)


 


3.                                       In 1999, certain Employees received stock
appreciation rights from The General Electric Company, p.l.c. in substitution
for options held by such employees to purchase shares of stock of RELTEC
Corporation.  As of the date of the
Agreement, the stock appreciation rights are believed to have virtually no or
very little value. (Seller Benefit Plan)


 


4.                                       Non-qualified Stock Option Agreements dated August 3,
1998 between certain Employees and RELTEC Corporation for the purchase of its
stock.  As of the date of the Agreement,
the stock is believed to have virtually no or little value. (Seller Benefit
Plan)


 


5.                                       Non-qualified Stock Option Agreements between
certain Employees and RELTEC Holdings, Inc. for the purchase of shares of
its stock.  As of the date of the
Agreement, the stock is believed to have virtually no or little value. (Seller
Benefit Plan)


 


6.                                       Non-qualified Stock Option Agreements dated August 1,
1995 between certain Employees and K-Tec Holdings, Inc. for the purchase
of its stock.  As of the date of the
Agreement, the stock is believed to have virtually no or little value. (Seller
Benefit Plan)


 


7.                                       Phantom Option Scheme Grant Letter dated April 4,
2000 between Marconi Communications, Inc. and William Pagett. (Seller
Benefit Plan)


 


8.                                       Outside Plant, Power and Services Annual
Incentive Plan 2004/2005. (Business Plan)


 


9.                                       Network Components Sales Incentive Plan
2004/2005. (Business Plan)


 


10.                                 Fixed Value Incentive Plan 2003/2004.
(Business Plan)


 


11.                                 Marconi Communications Incorporated North
America Business Unit Head Annual Incentive Plan, dated August 27, 2003
for David J. Smith. (Seller Benefit Plan)


 


Pension
Benefit Plans.


 


1.                                       Marconi USA Employees’ Retirement Plan,
effective as of December 31, 1999. (Seller Benefit Plan)


 


149





















 


2.                                       Marconi USA Wealth Accumulation Plan,
effective as of April 1, 2002. (Seller Benefit Plan)


 


3.                                       RELTEC Corporation Retirement Plan (as
Amended and Restated Effective December 31, 1999). (Seller Benefit Plan)


 


4.                                       Reliance Comm/Tec Corporation Supplemental
Retirement Plan for Key Employees, effective August, 1995. (Seller Benefit
Plan)


 


5.                                       Reliance Comm/Tec Corporation Special
Retirement Program for Elected Officers, effective August, 1995. (Seller
Benefit Plan)


 


Welfare
Benefits Plans.


 


1.                                       Marconi Total Rewards Plan (this plan
incorporates, without limitation, all of the Sellers’ medical programs, dental
programs, vision programs, prescription drug programs, life insurance programs,
long-term disability programs, short-term disability programs and dependent
care and flexible spending arrangements). (Seller Benefit Plan)


 


2.                                       Marconi
Communications, Inc. Involuntary
Separation Plan. (Seller Benefit Plan)


 


3.                                       The Seller maintains unemployment and workman’s
compensation programs in accordance with the Laws of the applicable states.
(Seller Benefit Plan)


 


Pre-Closing
Severance Agreements.


(Copies
of Pre-Closing Severance Agreements have not been available to the Purchasers.)


 


[***]


 


Post-Closing
Severance Agreements.


 


[***]


 


Retention
Bonus Plan.


 


[***]


 


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


150





















 


Special Incentive Plans.

(Copies of Special Incentive Plans have not been available to the Purchasers.)


 


1.                                       Special Incentive Plan letter agreement dated
June 30, 2004 between Marconi Corporation plc and Dave Smith. (Business
Plan)


 


2.                                       Marconi North America Special Executive
Incentive Plan for David J. Smith dated June 9, 2004. (Business Plan)


 


Employee Agreements.


 


1.                                       Service Agreement dated December 1, 2001
between Marconi Communications, Inc. and David Smith. (Business Plan)


 


2.                                       Letter Agreement dated November 7, 2003
between Rich Towers and Marconi Communications, Inc. (Business Plan)


 


Employee Handbooks, Personnel Policies, Etc.


 


1.                                       Vacation Policy – Salaried and Management
Employees effective January 1, 2001. (Business Plan)


 


2.                                       Hourly Employees’ Vacation Policy effective January 1,
2001. (Business Plan)


 


3.                                       Network Components Sales Employees’ Vacation
Policy effective January 1, 2004. (Business Plan)


 


4.                                       303 Vacation Benefits effective February 12,
2001. (Business Plan)


 


5.                                       Marconi Communications Employee Handbook
(Facility: Power Products, Lorain, Ohio), issued on February 12, 1999.
(Business Plan)


 


6.                                       Marconi Communications Employee Handbook (Facility:
Warrenville), issued on January 1, 1999. (Business Plan)


 


7.                                       Marconi Hourly Employee Handbook (Facility:
Welcome, North Carolina), last revised in January, 2003. (Business Plan)


 


8.                                       Marconi Communications Employee Handbook
(Facility: LaGrange), issued on April 1, 2002. (Business Plan)


 


Contractor Agreements.


 


1.                                       Contractor Agreement, dated August 14,
2003, between Marconi Communications, Inc. and Systems Research, Inc.
(Business Plan)


 


151





















 


2.                                       Services Agreement, dated April 12,
2004, by and between Aerotek CE and Marconi Communications, Inc. (Business
Plan)


 


3.                                       Purchase Order, dated April 30, 2004,
between Butler Technical Group and Marconi Communications, Inc. (regarding
Dennis Litlefiar Pro-E Designer). (Business Plan)


 


4.                                       Services Agreement, dated March 1, 2004,
by and between Technical Search Consultants and Marconi Communications, Inc.
(Business Plan)


 


5.                                       Relocation Services Agreement, dated November 3,
2003, between American International Relocation Solutions, LLC and Marconi
Communications, Inc. (Business Plan)


 


6.                                       Employment Placement Agreement dated May 29,
2003 between Marconi Communications and Ablest Staffing Services. (Business
Plan)


 


7.                                       Contractor Engagement letter (BECO, Inc.),
dated October 28, 2003) for Michael Ferguson (PSO/E Designer) (Business
Plan)


 


8.                                       Contractor Agreement (CadStar International),
dated September 2, 2003 for Manley Thomas (Pro/E Designer). (Business
Plan)


 


9.                                       Contractor Agreement (Aerotek), dated April 19,
2004 for Karin Hughes (Pro/E Designer). (Business Plan)


 


10.                                 Contractor Agreement (Aerotek), dated May 3,
2004 for Brian Whiteside (Pro/E Autocad Designer). (Business Plan)


 


11.                                 Contractor Agreement (Manpower), dated May 1,
2003 for Jeff Wheatly (Electronics Tech). (Business Plan)


 


12.                                 Contractor Agreement (Technical Search
Consultants), dated March 1, 2004 for Bob Morrison (Software Engineer).
(Business Plan)


 


13.                                 Contractor Agreement (Kelley Services), dated
October 20, 2003 for Waynette Newlin (Customer Service/Billings).
(Business Plan)


 


14.                                 Contractor Agreement (Manpower), dated May 1,
2003 for Rich Horwath (PLM). (Business Plan)


 


15.                                 Contractor Agreement (Hunter Technical
Services), dated May 10, 2004 for Jim Larson (Eng. Services - REI).
(Business Plan)


 


16.                                 Contractor Agreement (Hunter Technical
Services), dated May 10, 2004 for Jim Samples (Eng. Services - REI).
(Business Plan)


 


17.                                 Contractor Agreement (Hunter Technical
Services), dated May 10, 2004 for Dale Streeter (Eng. Services - REI).
(Business Plan)


 


152





















 


18.                                 Contractor Agreement (Manpower), dated April 1,
2002 for Rich Pipala (Cost Reduction). (Business Plan)


 


19.                                 Contractor Agreement (Aerotek), dated January 1,
2004 for Fred Yezek (Quality Engineer). (Business Plan)


 


20.                                 Contractor Agreement (Ajilon Communications),
dated September 2, 2003 for Rex Gallatin (Quality Facilitator). (Business
Plan)


 


21.                                 Contractor Agreement (Office Team), dated September 12,
2003 for Hannah Lloyd (Engineering Support). (Business Plan)


 


22.                                 Contractor Agreement (Adex), dated March 13,
2003 for Mike Kutyba (Engineering Support). (Business Plan)


 


23.                                 Independent Contactor Agreement dated August 25,
2003 for Neal Jennings (BellSouth Pioneer). (Business Plan)


 


24.                                 Independent Contactor Agreement dated August 25,
2003 for Jesse Joubert (BellSouth Pioneer). (Business Plan)


 


25.                                 Independent Contactor Agreement dated August 25,
2003 for Bob Tilley (BellSouth Pioneer). (Business Plan)


 


26.                                 Independent Contactor Agreement dated August 25,
2003 for Bob Usher (BellSouth Pioneer). (Business Plan)


 


27.                                 Independent Contactor Agreement dated April 1,
2004 for Travis Philips (Field Services). (Business Plan)


 


28.                                 Independent Contactor Agreement dated April 1,
2003 for Dick Powell (Verizon Pioneer). (Business Plan)


 


29.                                 Independent Contactor Agreement dated April 1,
2004 for Jason Guzman (Verizon Pioneer). (Business Plan)


 


30.                                 Independent Contactor Agreement dated March 1,
2001 for Juan Escada (Verizon Pioneer). (Business Plan)


 


31.                                 Independent Contactor Agreement dated October 1,
2003 for WKW (Verizon Pioneer). (Business Plan)


 


Deal Agreements.

(Copies of Deal Agreements have not been made available to the Purchasers.)


 


[***]


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


153





















 


Schedule 4.17(b)

Compliance With Laws; Liabilities


 


1.                                       Various operational failures of the Marconi
USA Wealth Accumulation Plan (the “Plan”) relating to the merger of other plans
sponsored by controlled group members into the Plan as described in a request
for a VCP compliance statement by Greensboro Associates, Inc. to the
Internal Revenue Service dated December 15, 2003.


 


2.                                       Potential vesting issues related to possible
partial termination of the Plan as described in a request for determination on
qualification of the Plan by Greensboro Associates, Inc. to the Internal
Revenue Service dated June 28, 2004.


 


3.                                       Any issues raised by the holding in Cooper
v. IBM Personal Pension Plan, 274 F.Supp.2d 1010 (S.D. Ill. 2003), any
further proceedings relating thereto or any other court decisions relating to
cash balance plans. 


 


154





















 


Schedule 4.17(c)

Post-Employment Liabilities and Plans


 


1.                                       Individuals listed on Schedule 11.7
(Recipients of Retiree Medical Benefits under Supplement A to the Marconi Total
Rewards Plan).


 


2.                                       Marconi Communications, Inc. Involuntary
Separation Plan (subsidized COBRA premium).


 


155





















 


Schedule 4.17(e)

Contingent Entitlements


 


1.                                       Letter agreement dated November 7, 2003
between Marconi Communications and Rich Towers.


 


2.                                       Non-qualified stock option agreement dated August 1,
1995 between certain individuals and K-Tec Holdings, Inc. and CMT
Associates, L.P. (Marconi plc stock options – former parent which is
liquidating).


 


3.                                       Non-qualified stock option agreement between
certain individuals and RELTEC Holdings, Inc. (Marconi plc stock options –
former parent which is liquidating).


 


4.                                       Non-qualified stock option agreement dated August 3,
1998 between certain individuals and RELTEC Corporation (Marconi plc stock
options – former parent which is liquidating).


 


5.                                       Service Agreement dated December 1, 2001
between Marconi Communications Inc. and David Smith.


 


6.                                       Special Incentive Plan letter agreement dated
June 30, 2004 between Marconi Corporation plc and Dave Smith.


 


7.                                       Marconi North America Special Executive
Incentive Plan for David J. Smith dated June 9, 2004.


 


8.                                       Individuals listed on Schedule 4.17(a) with
respect to Post-Closing Severance Agreements.


 


9.                                       Individuals listed on Schedule 4.17(a) with
respect to letter agreements under the Retention Bonus Plan.


 


10.                                 Individuals listed on Schedule 4.17(a) with
respect to Deal Agreements.


 


11.                                 The following participants in the Marconi
Fixed Value Incentive Plan:


 


Bob Ashcroft

Dusty Becker

Tom Cindel

Dennis DelCampo

Bob Kinross

Steve McKinney

Mark Pentz

Dan Rippeth


 


12.                                 Marconi Corporation plc Employee Share Option
Plan (David Smith).


 


156





















 


Schedule 4.18

Employment and Labor Matters


 


1.                                       Certain Current Canadian Employees are
covered by that certain Agreement between Marconi Communications Canada Inc.
(St. Thomas, Ontario) and Communications, Energy and Paperworkers Union of
Canada (CEP) and its Local 573 (December 7, 2003 – December 6, 2006).


 


2.                                       Certain Current Mexican Employees are covered
by that certain Labor Contract between Marconi Communications of Mexico, S.A.
of C.V. and Trade Union of Workers From the Metallurgy Industry and Similars in
the State of Mexico (2004).


 


3.                                       Certain Current Mexican Employees are covered
by that certain Labor Contract between Marconi Communications Exportel, S.A. de
C.V. and Union Trade of Workers from the Metallurgy Industry and Similars in
the State of Mexico (2003-2005).


 


4.                                       Item 7 under the heading “Pending and
Threatened Proceedings and Claims against Sellers” on Schedule 4.11
is incorporated herein by reference.


 


157





















 


Schedule 4.19

Taxes


 


None.


 


158





















 


Schedule 4.20

No Defaults or Violations


 


Defaults under Material Contracts.


 


1.                                       The matters set forth on Schedule 4.11
are incorporated herein by reference.


 


2.                                       MCI and Metallic Power, Inc. (“MPI”)
entered into an Agreement, dated May 1, 2003, pursuant to which MPI was to
develop zinc regenerative fuel cells (“ZRFCs”) which were to then be sold to
MCI along with related supporting products. 
MCI was to develop a converter and enclosure for the ZRFCs and combine
the ZRFCs with such converter and enclosure to form an outside plant power
system for distribution to customers. 
Due to delays in development of the ZRFCs, MPI failed to meet its
delivery obligations under the terms of the agreement.  After these delays, MCI notified MPI that it
would need additional time to restart its portion of the development, and thus
would not be able to meet its purchase obligations under the terms of the
agreement.  MCI and MPI have verbally
agreed to void any monetary penalty that may exist due to the parties’ failure
to meet their obligations under the agreement. 
Discussions are also underway as to the possibility of MCI and MPI
entering into a new agreement to replace the previous agreement.


 


Noncompliance with Laws.


 


1.                                       The matters set forth on Schedule 4.11
are incorporated herein by reference.


 


2.                                       MCI may have received payments from WorldCom
that are subject to bankruptcy preference claims under the U.S. Bankruptcy
Code. As of the date of the Agreement, MCI has not been formally notified of
any preference claims by WorldCom.


 


Written notices as to Noncompliance with Laws.


 


The
matters set forth on Schedule 4.11 are incorporated herein by
reference.


 


159





















 


Schedule 4.21(a)

Environmental Matters


 


1.                                       All matters discussed in URS Phase I
Environmental Site Assessment (“ESA”), dated December 18, 2001 for 1019
Entry Drive, Bensenville, IL 60106.


 


2.                                       All matters discussed in URS Phase I ESA,
dated January 23, 2002 for 1001 Entry Drive, Bensenville, IL 60106.


 


3.                                       All matters discussed in Gabriel
Environmental Services Phase I ESA performed for Water Saver Faucet, dated June 26,
1997 for 1001 Entry Drive, Bensenville, IL 60106.


 


4.                                       All matters discussed in Pioneer
Environmental, Inc. Corrective Action Completion Report and related
documents, dated December 6, 1996 for 1001 Entry Drive, Bensenville, IL
60106.


 


5.                                       All matters discussed in Wastewater Sampling
Data, Permits, Explanations of Permit Excursions and Plans for Correction,
Application for IEPA Air Permit, Toxic Organic Management Plan, and other
Sampling, Permit, and Regulator Compliance Materials for Bensenville, Illinois
operations.


 


6.                                       All matters discussed in Chemical Recovery
Systems Superfund Site in Elyria, Ohio – First De Minimis Settlements by
Administrative Consent Order, dated September 30, 2003.


 


7.                                       All matters discussed in URS Phase I ESA,
Limited Asbestos Survey, and Limited Environmental Compliance Audit, dated February 17,
2003 for Lorain, Ohio operations.


 


8.                                       All matters discussed in documents related to
a request for contribution regarding Ford Road CERCLA Site in Elyria, Ohio.


 


9.                                       All matters discussed in EDP Consultant, Inc.
Phase I ESA, dated November 13, 1996 for Mayfield Heights, Ohio
operations.


 


10.                                 All matters discussed in documents related to
the UST Diesel Fuel Release and Remediation at Landerbrook Corporate Center in
Mayfield Heights, Ohio (10.7.3 & 10.7.10).  On or about July 1,
2003, a spill of diesel fuel occurred at MCI’s Mayfield Heights, Ohio Data
Center Facility.  The Ohio EPA agent who
responded to our call advised that a Citation for Contamination to the waters
of the State of Ohio would be issued. 
However, due to the response and cleanup there would be no monetary
penalty.  To date, MCI has not received
the citation.


 


11.                                 All matters discussed in National Pollutant
Release Inventory and Report, dated July 4, 2003 for St. Thomas, Canada
operations.


 


12.                                 All matters discussed in Non-Hazardous Waste
Audit by Green Lane Environmental Group Ltd. for St. Thomas, Canada operations.


 


160





















 


13.                                 All matters discussed in Sewer Discharge
By-Law and Sampling Results, dated February 26, 2004 for St. Thomas Canada
operations.


 


14.                                 All matters discussed in Transaction
Screening for the Lease of 39 Barwell St., dated June 2000 for St. Thomas,
Canada operations.


 


15.                                 All matters discussed in Waste Audit by Marsh
Canada Limited conducted in 2000 for St. Thomas, Canada operations.


 


16.                                 All matters discussed in Groundwater Report
to Ministry of Environment, dated October 3, 2003 for St. Thomas, Canada
operations.


 


17.                                 All matters discussed in Dillion Consulting
Sampling of Monitoring Well Network Reports for Years 1998, 1999, 2000, and
2002 for St. Thomas, Canada operations.


 


18.                                 All matters discussed in documents related to
Administrative Procedure instituted against Marconi Communications S.A. de
C.V., according to the minutes of the inspection visit number 15-057-0050/99-EX,
and resolved and closed on September 23, 2003, by means of resolution
1444/02-D, issued by the General Attorneys Office for the Protection of the
Environment.


 


19.                                 All matters discussed in Ohio State Fire
Marshal Notification for Underground Storage Tanks documents for Lorain, Ohio
facility, dated April 28, 1986.


 


20.                                 All matters discussed in ES&C Closure
Report, Reltec Lorain Products Division, Plant 1 Printed Circuit Laboratory,
Lorain Ohio, dated June 1997.


 


21.                                 All matters discussed in URS Phase I
Environmental Site Assessment, 1019 Entry Drive in Bensenville, Illinois,
prepared for Marconi PLC, Cleveland, Ohio, dated January 23, 2002.


 


22.                                 All matters discussed in Dames &
Moore Report of Phase I Environmental Site Assessment and Environmental
Compliance Review in Welcome, North Carolina for Reltec, dated July 6,
1998.


 


23.                                 All matters discussed in Trigon Engineering
Consultants, Inc. Phase I Environmental Site Assessment 101 ± Acre Site,
Welcome Business Center, Davidson County, North Carolina for The Chapman
Company, dated April 8, 1996.


 


24.                                 All matters discussed in GETCO Remedial
Action Report for Landerbrook Corporate Center, Mayfield Heights, Ohio,
completed for Marconi Communications, dated August 20, 2003.


 


25.                                 All matters discussed in Roux Associates, Inc.
Phase II Environmental Site Assessment, Wiley Road Site, LaGrange, Georgia,
dated April 17, 1995.


 


161





















 


26.                                 All matters discussed in Willmer Engineering, Inc.
Report of Phase I Environmental Evaluation of Undeveloped Tracts in Industrial
Park IV, LaGrange, Georgia, for Troup County Chamber of Commerce, dated April 5,
1992.


 


27.                                 All matters discussed in Dames &
Moore Report of Phase I Environmental Site Assessment and Limited Asbestos
Survey Reliance Comm Tec Facility, Lorain, Ohio for Rockwell International
Corporation, dated March 1, 1995.


 


28.                                 All matters discussed in Dames &
Moore Final Report of Phase I Environmental Site Assessment and Limited
Asbestos Survey – Reliance Exportel, S.A. De C.V. Facility, Naucalpan, Mexico
for Rockwell International Corporation, dated February 28, 1995.


 


29.                                 All matters discussed in Dames &
Moore Final Report of Phase I Environmental Site Assessment and Limited Asbestos
Survey – Productos Lorain De Mexico S.A. De C.V. Facility, Naucalpan, Mexico
for Rockwell International Corporation, dated February 28, 1995.


 


30.                                 All matters discussed in Annual Underground
Storage Tank Renewal documents, Mayfield Heights, Ohio, dated June 9,
2004.


 


31.                                 All matters discussed in Dames &
Moore Report of Phase II Subsurface Investigation Reliance Comm/Tec, Lorain,
Ohio, for Rockwell International Corporation, dated March 15, 1995.


 


32.                                 All matters discussed in Dames &
Moore PCB Soil Remediation & Groundwater Analyses, Lorain Products
Facility, Lorain, Ohio for Rockwell International, dated July 6, 1995.


 


33.                                 All matters discussed in Dames &
Moore Phase I and Phase II Environmental Assessment at Former Sherwin Williams
Facility, LaGrange, Georgia for Reltec, dated September 13, 1996.


 


34.                                 All matters discussed in Phase One, Inc.
Phase I Environmental Site Assessment for Sherwin-Williams LaGrange Automotive
Distribution Center, LaGrange, Georgia, dated April 1996.


 


35.                                 All matters discussed in Dames &
Moore Report of Additional Subsurface Investigation, Removal of Emergency Spill
UST, and Dry Sump Installation, Reliance Comm/Tec Facility, St. Thomas,
Ontario, Canada for Rockwell International Corporation, dated August 8,
1995.


 


36.                                 All matters discussed in Dames &
Moore Report of Phase II Subsurface Investigation – Reliance Comm/Tec Facility,
St. Thomas, Ontario, Canada for Rockwell International Corporation, dated March 21,
1995.


 


37.                                 All matters discussed in Dames &
Moore Phase I Environmental Site Assessment and Limited Asbestos Survey,
Reliance Comm/Tec Facility, St. Thomas, Ontario, Canada for Rockwell
International Corporation, dated March 1, 1995.


 


162





















 


38.                                 All matters discussed in the April 21,
2002 letter from John Nadzan at Marconi to Tony Becker at Ohio EPA canceling
three permitted air emission sources for the Lorain, Ohio facility including
Transformer Bake Oven, Transformer Varnish Impregnation Tanks, and Plibrico
Incinerator.


 


39.                                 All matters discussed in Asbestos Survey,
Reliance Comm/Tec Facility, Lorain, Ohio, dated July 11, 1990.


 


40.                                 All matters discussed in Dames &
Moore Groundwater Sampling and Well Abandonment Report, Reltec Facility,
Lorain, Ohio, dated April 17, 1997.


 


41.                                 All matters discussed in PCB Waste Storage
information documents, St. Thomas, Ontario – 122 Edward Street Property.


 


42.                                 All matters discussed in the 1999 OSHA
Inspection and Response, Welcome, North Carolina.


 


43.                                 All matters discussed in Transaction Screening
Questionnaire and related documents for St. Thomas, Ontario – 39 Burwell Street
Facility.


 


163





















 


Schedule 4.21(b)

Environmental Permits


 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Issuing Agency (Name and Address)

  
	
  Lorain, Ohio

  	
   

  	
  Air Permits *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ohio EPA Division
  of Air Pollution Control

  
	
   

  	
   

  	
  Gas Boiler Plant
  #4 (US Radiator)

  	
   

  	
  247080061

  	
   

  	
  B001

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2110 East Aurora
  Road

  
	
   

  	
   

  	
  American Standard
  Boiler, Gas Fired Plant #1

  	
   

  	
  247080061

  	
   

  	
  B004

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Twinsburg, OH
  44087

  
	
   

  	
   

  	
  National Boiler,
  Gas Fired #41 DWG BP52D (National)

  	
   

  	
  247080061

  	
   

  	
  B006

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Kristen Switzer

  
	
   

  	
   

  	
  Small Gas Boiler
  (.864-10 Exp. 6 BTU/HR) #11 BP52D (American Standard)

  	
   

  	
  247080061

  	
   

  	
  B007

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  330-963-1107

  
	
   

  	
   

  	
  Gas Fired Boiler,
  Space Heat #20 BP52D (National)

  	
   

  	
  247080061

  	
   

  	
  B010

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Erik Bewley

  
	
   

  	
   

  	
  2.9 MBH Gad and
  #2 Oil Fired Boiler #2A-BP52D (North American)

  	
   

  	
  247080061

  	
   

  	
  B013

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  330-963-1251

  
	
   

  	
   

  	
  5.20 MBH Gad and
  #2 Oil Fired Boiler #19A-BP52D

  	
   

  	
  247080061

  	
   

  	
  B015

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  5.23 MBH Gad and
  #2 Oil Fired Boiler #50-BP52D

  	
   

  	
  247080061

  	
   

  	
  B016

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Powder Paint Line
  and Bake Oven

  	
   

  	
  247080061

  	
   

  	
  K002

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  No. 2 Fuel
  Oil Storage Tank (above ground) DWG#30 BP52D

  	
   

  	
  247080061

  	
   

  	
  T002

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Conveyor, Washing
  Machine (3 Stage), Dry Off Oven (Interad, Acme Fab & GLA)

  	
   

  	
  247080061

  	
   

  	
  K001

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Silkscreen
  Department 177 Plant #3

  	
   

  	
  247080061

  	
   

  	
  K004

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Trumph 2000 Watt
  Metal Cutting CO2 Laser

  	
   

  	
  247080061

  	
   

  	
  P008

  	
   

  	
  Registered

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  











	
   

  	
   

  	
  * Note: All above
  air permits are on registration status with the Ohio EPA.  Registration indicates that they are not
  serious emitters of air pollutants and do not require monitoring or
  renewal.  Therefore, there are no issue
  or expiration dates associated with these.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hazardous
  Waste (Small Quantity Generator)

  	
   

  	
  OHD066038670

  	
   

  	
  Active

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
  Ohio EPA Division
  of Hazardous Waste Management

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lazaras Govt.
  Center

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  P.O. Box
  1049

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Columbus, OH 43215-1049

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  614-644-2917

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Liquid
  Nitrogen Tank, (above ground)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Active

  	
   

  	
  2/15/2004

  	
   

  	
  2/15/2005

  	
   

  	
  Lorain Fire
  Department

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1350 Broadway

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lorain, OH 44052

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  440-204-2221

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Diesel
  Fuel Tank (<600 gal)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Active

  	
   

  	
  2/15/2004

  	
   

  	
  2/15/2005

  	
   

  	
  Same as Above

  
	
   

  	
   

  	
  Industrial
  Wastewater Discharge Permit

  	
   

  	
   

  	
   

  	
  3361-7

  	
   

  	
  Active

  	
   

  	
  5/1/2003

  	
   

  	
  5/1/2005

  	
   

  	
  City of Lorain
  Utilities Department

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1106 First Street

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lorain, OH 44052

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mr. Marc
  Jones

  
																



 


164





















 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Issuing Agency (Name and Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  440-288-0281 x 32

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mayfield Heights, OH

  	
   

  	
  Underground
  Storage Tank Registration

  	
   

  	
  19221-0001

  	
   

  	
  18008830-R00009

  	
   

  	
  Active

  	
   

  	
  7/1/04

  	
   

  	
  6/30/05

  	
   

  	
  State Fire
  Marshal

  Bureau of Testing and Registration

  6606 Tussing Rd.

  P.O. Box 529

  Reynoldsburg, OH

                     43068

  (614) 752-7126

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LaGrange, GA

  	
   

  	
  Industrial
  Wastewater Discharge Permit

  	
   

  	
   

  	
   

  	
  290

  	
   

  	
  Active

  	
   

  	
  2/24/2004

  	
   

  	
  2/23/2007

  	
   

  	
  Anne S.
  Westmoreland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City of LaGrange

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  P.O. Box 430

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LaGrange, GA
  30241

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  706-883-2150

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stormwater
  Discharge Permit (State of GA General Permit Coverage)

  	
   

  	
   

  	
   

  	
  GAR000000

  	
   

  	
   

  	
   

  	
  6/1/2003

  	
   

  	
  5/31/2008

  	
   

  	
  Chip Scroggs

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Georgia EPD

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non Point Source
  Program

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4220
  International Pkwy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Atlanta, GA 30354

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  404-675-1632

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Welcome, NC

  	
   

  	
  Hazardous Waste
  (Small Quantity Generator)

  	
   

  	
   

  	
   

  	
  NCR000137240

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NC Dept. of
  Environment and Natural Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Division of Waste
  Management

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Hazardous Waste
  Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  401 Oberlin Road

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Suite 150

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Raleigh, NC 27605

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  919-733-2178

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stormwater
  Discharge Permit (Certificate of Coverage # NCG030460)

  	
   

  	
   

  	
   

  	
  NCG030000

  	
   

  	
  Active

  	
   

  	
  9/1/2002

  	
   

  	
  8/31/2007

  	
   

  	
  NC DENR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Division of Water
  Quality

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1617 Mail Service
  Center

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  512 N. Salisbury
  St

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Raleigh, NC 27604

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  919-733-7015

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Industrial
  Wastewater Discharge Permit

  	
   

  	
   

  	
   

  	
  #0038

  	
   

  	
  Active

  	
   

  	
  5/31/2004

  	
   

  	
  5/31/2009

  	
   

  	
  Ms. Gisele
  Comer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  City of Lexington
  Utilities Department

  



 


165





















 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Issuing Agency (Name and Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  28 West Center
  Street

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lexington, NC
  27292

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  336-357-7889

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  St. Thomas Canada

  	
   

  	
  Hazardous Waste
  Generator

  	
   

  	
   

  	
   

  	
  ONO148500

  	
   

  	
  Active

  	
   

  	
   

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
  Air Emission
  Discharge “Certificate of Approval”

  	
   

  	
   

  	
   

  	
  6494-57TKZ4

  	
   

  	
  Active

  	
   

  	
  3/8/02

  	
   

  	
  **N/A

  	
   

  	
  The Ministry of
  Environment and Energ

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director of
  Environmental Assessment and Approvals Branch

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2 St. Clair Ave.
  West

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Floor 12 A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Tronto, Ontario
  M4v 1LS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1-800-461-6290

  











	
   

  	
   

  	
  ** Note:
  Certificate of approvals do not have an expiration date and remain in active
  status.  Any changes to the operation
  require a permit modification application. 
  A modification was applied for the air permit at this facility on 4/26/2004
  which is pending acceptance.

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dave Thompson,
  Abatement Officer

  
	
   

  	
   

  	
  Groundwater
  Reporting

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ministry of
  Environment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  London Regional
  Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  London, Ont N6E
  1L5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1-519-873-5029

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Industrial
  Wastewater Discharge Permit

  	
   

  	
   

  	
   

  	
  N/A

  	
   

  	
  Active

  	
   

  	
  Permanent

  	
   

  	
  N/A

  	
   

  	
  John F. Mansell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  St. Thomas
  Wastewater Inspector

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  London Regional
  Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  659 Exerter Rd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  London, Ont. N5P
  3V7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1-519-63801-16

  



 


166





















 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility

  Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration

  Date

  	
   

  	
  Issuing Agency (Name and Address)

  
	
  Marconi
  Communications de México, S.A. de C.V. (San Andrés Plant)

  	
   

  	
  Atmospheric
  Emissions

  	
   

  	
   

  	
   

  	
  5355038320100200EA-NAUC

  	
   

  	
  Annual Renewal

  	
   

  	
  April 28,
  2004

  	
   

  	
  January, 2005

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Generator of
  Hazardous Wastes Registry

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Permanent

  	
   

  	
  August 27,
  2001 and March 4, 2002.

  	
   

  	
  N/A

  	
   

  	
  SEMARNAT/DGGIMAR

  
	
   

  	
   

  	
  Generator of Non
  Hazardous Wastes Registry

  	
   

  	
   

  	
   

  	
  5355038320100200-RNP-NAUC

  	
   

  	
  Annual Renewal

  	
   

  	
  July 7, 2003

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Sanitary
  Wastewater Discharge Authorization

  	
   

  	
   

  	
   

  	
  5355038320100200A1-NAUC

  	
   

  	
  Secured

  	
   

  	
  March 25,
  2003

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Industrial
  Wastewater Discharge Registry

  	
   

  	
   

  	
   

  	
  535503820100200A2-NAUC

  	
   

  	
  Secured

  	
   

  	
  April 28,
  2004

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  2972

  	
   

  	
  Secured

  	
   

  	
  June 12,
  2002

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  2971

  	
   

  	
  Secured

  	
   

  	
  June 12,
  2002

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  7422

  	
   

  	
  Secured

  	
   

  	
  December 2,
  2003

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  7423

  	
   

  	
  Secured

  	
   

  	
  December 2,
  2003

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marconi Communications Exportel, S.A. de C.V. (MCE)

  	
   

  	
  Atmospheric Emmissions

  	
   

  	
   

  	
   

  	
  533703831000840-EA-NAUC

  	
   

  	
  Secured

  	
   

  	
  May 2, 2003

  	
   

  	
  May, 2004

  	
   

  	
  Municipality of Naucalpan

  
	
   

  	
   

  	
  Generator of Hazardous Wastes Registry

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Permanent

  	
   

  	
  May 9, 2003

  	
   

  	
  N/A

  	
   

  	
  SEMARNAT/DGGIMAR

  
	
   

  	
   

  	
  Generator of Non
  Hazardous Wastes Registry

  	
   

  	
   

  	
   

  	
  5337038310900840-RNP-NAUC

  	
   

  	
  Secured

  	
   

  	
  July 7, 2003

  	
   

  	
  June, 2004

  	
   

  	
  Municipality of
  Naucalpan

  



 


167





















 


	
  Facility

  	
   

  	
  Source

  	
   

  	
  Facility Number

  	
   

  	
  Permit Number

  	
   

  	
  Status

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  	
   

  	
  Issuing Agency (Name and Address)

  
	
   

  	
   

  	
  Wastewater
  Discharge Registry

  	
   

  	
   

  	
   

  	
  5337038320200667A1-NAUC
  5337038320200667A2-NAUC

  	
   

  	
  Secured

  	
   

  	
  October 10,
  2003

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Naucalpan

  
	
   

  	
   

  	
  Certificate of
  Safety Conditions

  	
   

  	
   

  	
   

  	
  5875/2003

  	
   

  	
  Secured

  	
   

  	
  September 24,
  2003

  	
   

  	
  September 24,
  2004

  	
   

  	
  Municpality of
  Naucalpan

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  7424

  	
   

  	
  Secured

  	
   

  	
  December 2,
  2003

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
  Pressurized
  Vessels Registry

  	
   

  	
   

  	
   

  	
  7425

  	
   

  	
  Secured

  	
   

  	
  December 2,
  2003

  	
   

  	
  5 years as of
  date of issuance

  	
   

  	
  Delegation of the
  STPS in the State of Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marconi Communications Exportel,
  S.A. de C.V. (Las Armas Plant)

  	
   

  	
  Atmospheric Emmissions

  	
   

  	
   

  	
   

  	
  5337038320200667EA-NAUC

  	
   

  	
  Secured

  	
   

  	
  September 21, 2001

  	
   

  	
  N/A

  	
   

  	
  Municipality of Naucalpan

  
	
   

  	
   

  	
  Generator of Non
  Hazardous Wastes Registry

  	
   

  	
   

  	
   

  	
  5348938320100667R-NAUC

  	
   

  	
  Secured

  	
   

  	
  November 22th,
  2001

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Nauclapan

  
	
   

  	
   

  	
  Wastewater
  Discharge Registry

  	
   

  	
   

  	
   

  	
  5348938320100667A1-NAUC

  	
   

  	
  Secured

  	
   

  	
  February 6t,
  2002

  	
   

  	
  N/A

  	
   

  	
  Municipality of
  Naucalpan

  



 


168





















 


Schedule 4.22


Effect of
Transactions


 


None.


 


169





















 


Schedule 4.24

Recalls


 


Those
items set forth below and marked with an asterisk (*) are product recalls
involving personal safety issues.


 


	
  PCN Number

  	
   

  	
  Date
  Issued

  	
   

  	
  Product(s)
  Effected:

  	
   

  	
  Description:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Power
  Related

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCN486530400

  	
   

  	
  5/18/2001

  	
   

  	
  486530400

  	
   

  	
  Converter boards inside PCU assembly manufacturered with incorrect
  tolerance on the heatsink mounting assembly.

  
	
  PCN500567A1

  	
   

  	
  6/1/2001

  	
   

  	
  586501600, 586502300, 586503500

  	
   

  	
  Marconi DGU Power supply 500567 with date codes 9848 to 0101 have a
  higher than expected failure rate due to an on board converter module A1,
  which has been identified by our vender to have a capacitor that can
  prematurely fail.

  
	
  PCN025093

  	
   

  	
  7/23/2001

  	
   

  	
  584110100, 582122200, 582122300, 582120900, 582121900, 582121100,
  582121300, 582122100, 588704000, 588700701, 588700701, 588703600, 588701101,
  588703800

  	
   

  	
  MCA’s with firmware revision 3.0.1 to 4.4.7 may have momentary alarms
  that last 1 to 3 seconds in duration.

  
	
  PCNLLP018542

  	
   

  	
  3/14/2002

  	
   

  	
  545402000, 547202100, 547501800, 548104300, 548202900

  	
   

  	
  This change is being implemented to allow the RL Rectifier line to
  restart after a High Voltage Shutdown / Restart sequence or the loss of
  commercial AC voltage.

  
	
  PCN032935

  	
   

  	
  9/23/2002

  	
   

  	
  586501600, 586502300, 586503500

  	
   

  	
  Marconi DGU monitoring products that are equipped with part number
  58650XX0027 and 58650XX0030 and the unit is programmed to use the VI command
  for plant voltage and plant current the unit may exhibit a software bug that
  will latch the unit in a reset condition.

  
	
  PCN514038

  	
   

  	
  5/12/2003

  	
   

  	
  582120000

  	
   

  	
  582120000 Vortex systems equipped with more than three panels with
  LVD require LVD control card part number 514038 and MCA software revision
  number 04.06.01 or higher. Some systems have been found to have shipped with
  the original LVD control card part number 486384500 and MCA software revision
  lower than 04.06.01

  



 


170





















 


	
  PCN Number

  	
   

  	
  Date
  Issued

  	
   

  	
  Product(s)
  Effected:

  	
   

  	
  Description:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCNLLS016437

  	
   

  	
  5/30/2003

  	
   

  	
  A2F50 (A8CAB/BD)

  	
   

  	
  Eliminate rectifier oscillations caused by performance differences in
  CA324 and LM224 op amps in units shipped between June 01, 2002 and July 05,
  2002. 13 units total shipped from St.Thomas, Ontario. Rectifier cards using
  the LM224 op amp require different values for C32 and C33 capacitors to
  function within specifications.

  
	
  PCN2003-2996

  	
   

  	
  6/16/2003

  	
   

  	
  486523001, 486523401, 486523406

  	
   

  	
  Where lug (245366800) on transformer 443201900 was not properly
  installed on the orange wire.The lug and the insulation of the wire were
  damaged due to incorrect crimping. In many of the cases the lug was broken in
  half inside the insulated lug.

  
	
  LLP PCN035746

  	
   

  	
  7/28/2003

  	
   

  	
  486527801, 486531001

  	
   

  	
  The rectifiers identified in the below mentioned serial number range
  have experienced higher than normal field returns from improperly cooled
  Power MOSFET within the rectifier. This condition occurs at high output
  (greater than 180A) operation.

  
	
  LLP035761A

  	
   

  	
  8/6/2003

  	
   

  	
  581125000 List RD

  	
   

  	
  A circuit card used the Vortex Power System, spec #581125000, may
  have a firmware bug that causes intermittent momentary alarms to be
  generated. Also, this card may have incorrect switch settings resulting in
  its reporting as a system shunt as opposed to a battery shunt. This card is
  found only in the List RD, 2000 amp manual/low voltage battery disconnect.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Outside
  Plant Related

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  * BS0101

  	
   

  	
  3/28/2001

  	
   

  	
  PTS Cabinets

  	
   

  	
  Possible miswiring in some units can result in potential backfeed to
  the AC side if a generator is connected.

  
	
  ANSG023

  	
   

  	
  6/13/2002

  	
   

  	
  MESA Cabinets

  	
   

  	
  Environmental Control Unit (ECU) has a connectorized cable assembly
  which could potentially short causing the heat exchanger fan(s) to fail

  
	
  PSB0201

  	
   

  	
  8/19/2002

  	
   

  	
  MESA cabs

  	
   

  	
  Batteries in MESA 98 cabinets (i.e. cabinet design that includes
  battery drawers) may overheat and get into a thermal runaway condition as a
  result of damage to the battery heater thermostat. If the thermostat has not
  failed, the field technician should order a cover, free of charge, from
  Marconi as a preventive action.

  



 


171





















 


	
  PCN Number

  	
   

  	
  Date
  Issued

  	
   

  	
  Product(s)
  Effected:

  	
   

  	
  Description:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PSB0202

  	
   

  	
  9/13/2002

  	
   

  	
  MHP

  	
   

  	
  Marconi Mobile Home Posts (MHP36) are occasionally damaged during end
  use assembly. A workshop performs assembly of NID’s to the MHP36 for
  BellSouth, occasionally stripe out a NID mounting hole during the assembly
  process. Current resolution is to return a damaged MHP36 to Marconi for
  rework or replacement which incurs additional costs in shipping and in the
  ability to fulfill BellSouth orders.

  
	
  BS0301

  	
   

  	
  4/23/2003

  	
   

  	
  MESA Cabinets

  	
   

  	
  Replaced unpainted fan duct w/painted fan duct and add shield to
  cover exposed metal edges of duct - reroute cables onto a cable ladder -move
  cable from vertical channel edges and add edge trim -

  
	
  PSB0302

  	
   

  	
  9/8/2003

  	
   

  	
  MESA Cabinets

  	
   

  	
  CBA #2 wired incorrectly. P301 and P302 plugs reversed. Cables and
  jacks marked correctly, plugs transposed. Problem with intershelf cables
  having to be replaced due to connector problems and other defects. - Go out
  and check field cabs - check continuity on all Litespan cables and VF cable

  
	
  BS0304

  	
   

  	
  10/10/2003

  	
   

  	
  CAD12ONU

  	
   

  	
  To correct rivets loosening, a recess in the molded cap is being
  removed. A longer rivet will be used. To use up existing inventory, a flat
  washer will be used to fill the recess. The temporary use of the washer will
  be eliminated upon consumption of existing stock.

  
	
  PSB0303

  	
   

  	
  11/21/2003

  	
   

  	
  FiberSeal12B

  	
   

  	
  The grommet used in the base of the FiberSeal was molded to the
  incorrect durometer (hardness). During the period of August 8 – September 24,
  2003 the supplier of this grommet supplied parts that did not meet
  specification requirements and was undetected during the manufacturing
  process.

  
	
  QW0302002

  	
   

  	
  11/21/2003

  	
   

  	
  Building Entrance

  	
   

  	
  Incoming cable stub 710 splice connector mis-wired from factory

  
	
  SBC0301

  	
   

  	
  12/15/2003

  	
   

  	
  MESA Cabinets

  	
   

  	
  Add rain gutters to cabinet solar shield in factory and field.

  



 


172





















 


Schedule 5.3


Purchaser
Consents; Authority


 


1.                                       In order for the applicable Purchaser to
substitute Marconi Costa Rica, S.A. as the employer of Claudio Muñoz, such
Purchaser must register with the Costa Rican social security administration (“Caja
Costarricense del Seguro Social”). 
Furthermore, the applicable Purchaser must appoint a representative in
Costa Rica, register such appointment with the Public Registry of Costa Rica,
and complete a form and file it with the Caja Costarricense del Seguro Social.


 


173





















 


Schedule 6.2

Preservation of Business


 


Without
limiting the general right of the Sellers to operate the Business in the
ordinary course of business and in a manner consistent with past practice, from
the date of the Agreement until the Closing Date, the Sellers shall be
permitted to engage in the following activities relating to the Business
without the prior written consent of the Purchasers:


 


1.             Continue activities in connection with
closure of facilities per previously disclosed rationalization plans, including
facilities located in Greenville, Mississippi.


 


2.             Continue repair work on the east elevator in
Plant 1 of the Lorain facility.


 


3.             Between the date of the Agreement and the
Closing Date, the Sellers shall be permitted to continue to implement their
restructuring plans (other than with respect to the operation of the Business
in Mexico) including laying off employees and incurring restructuring expenses,
all as previously discussed with the Purchasers.


 


4.             MCI shall be permitted to enter into a
subcontract agreement with Marconi Communications Limited. (Agreement to be
executed in the near future) (MCI and Marconi Communications Limited currently
are operating under an oral subcontract arrangement in regards to services
provided under the Support Services Agreement, dated January 28, 2004,
between Marconi Communications Limited and Jersey Telecom.)


 


5.             MCI may enter into a supply agreement with
Metals USA Carbon Flat Rolled, Inc with similar terms as the current draft of
the supply agreement. (The current draft of this supply agreement has been
provided to the Purchasers.)


 


6.             Marconi may enter into severance agreements
with the following individuals on terms substantially similar to the severance agreements
already entered into with other Marconi employees, which agreements are set
forth on Schedule 4.17(a) under the heading “Post-Closing
Severance Agreements”:


 


[***]


 


7.             MCI may increase the compensation of their
employees based on a merit review of such employees.


 


8.             Liquidate or otherwise cause the contract to
be a fully paid up guaranteed annuity contract for all benefits covered by the
contract and use plan’s assets to fund the Mass Mutual annuity contract 1063
under the RELTEC Plan.


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


174





















 


9.             Make any changes to the memorandum of
understanding among the Pension Benefit Guaranty Corporation, Marconi
Corporation plc and Marconi plc as negotiated by Sellers; provided, however,
that the Sellers shall not agree to any changes to the memorandum of
understanding that would cause any Purchaser to have any obligation under the
memorandum of understanding without the consent of the applicable Purchaser.


 


10.           MCI shall be permitted to negotiate and enter
into definitive settlement agreements with respect to the matters described at
Items 1, 2, 5, 8 and 11 under the heading “Pending and Threatened Proceedings
and Claims against the Sellers” of Schedule 4.11.


 


11.           MCI shall be permitted to enter into
settlement with respect to the preference claims described at Items 9 and 10
under the heading “Pending and Threatened Proceedings and Claims against
Sellers” on Schedule 4.11.


 


12.           MCI shall be permitted to negotiate and enter
into definitive supply agreements with Apsco, Inc. consistent with similar
Contracts of the Business.


 


13.           MCI shall be permitted to negotiate and enter
into definitive supply agreements with GE Supply consistent with similar
Contracts of the Business.


 


14.           MCI shall be permitted to negotiate and enter
into definitive supply agreements with Mid-South Electronics, Inc.
consistent with similar Contracts of the Business.


 


15.           MCI shall be permitted to negotiate and enter
into a definitive agreement relating to the provision of services to Verizon
East.


 


16.           Between the date of the Agreement and the
Closing, the Sellers shall be permitted to continue to implement its
restructuring plans (other than with respect to the operations of the Business
in Mexico), including laying off employees and incurring restructuring
expenses, all as previously discussed with the Purchasers.


 


175





















 


Schedule 6.13


CSC Third
Party Agreements


 


[***]


 










[***
indicates that text has been deleted which is the subject of a confidential
information request.  The text has been
filed separately with the SEC.]


 


176





















 


Schedule 7.10


Required
Consents


 


1.                                       Office lease agreement, dated December 5,
1996, by and between Duke Realty Limited Partnership and RELTEC Corporation, as
amended by that certain First Lease Amendment dated September 10, 1997, by
that certain Second Lease Amendment dated February 25, 1998, by that
certain Third Lease Amendment dated August 28, 1998 and by that certain
Fourth Lease Amendment dated September 20, 2002.


 


2.                                       Lease, dated April 1, 2003, by and
between Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


3.                                       Lease, dated August 1, 2003, by and
between Inmobiliaria y Constructora Jame, S.A. de C.V and Marconi México.


 


4.                                       Lease, dated September 1, 2002, by and
between Inmobiliaria Quetzal, S.A. de C.V and Marconi México.


 


5.                                       Lease, dated November 1, 2002, by and
between Mrs. Ma. Daisy Hasbun Cassis and Marconi México.


 


6.                                       Lease, dated November 1, 2002, by and
between Mrs. Sandra Hasbun Hasbun and Marconi México.


 


7.                                       Lease, dated November 1, 2003, by and between
Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo
Financiero Banorte and Marconi México.


 


177





















 


Schedule 11.7

Recipients of Retiree Medical Benefits under 

Supplement A to the Marconi Total Rewards Program


 


	
  NAME

  	
   

  	
  EMPL ID

  
	
  Adams,Mary

  	
   

  	
  22321

  
	
  Akins,Loretta

  	
   

  	
  00317

  
	
  Albright,Mary

  	
   

  	
  22318

  
	
  Alcazar,Berta

  	
   

  	
  00708

  
	
  Allen,Nell

  	
   

  	
  22317

  
	
  Allen,Virginia

  	
   

  	
  22319

  
	
  Alvarez,Eneida E.

  	
   

  	
  00885

  
	
  Amato,Pasquale

  	
   

  	
  22356

  
	
  Anderson,Mary Nell

  	
   

  	
  05864

  
	
  Antosiak,Joe

  	
   

  	
  22325

  
	
  Aponte-Rodriguez,Myriam

  	
   

  	
  03915

  
	
  Arizmendi,Jessie

  	
   

  	
  22332

  
	
  Asimou,Mary

  	
   

  	
  22322

  
	
  Athineos,Ketty

  	
   

  	
  00274

  
	
  Atkinson,Alex J.

  	
   

  	
  07356

  
	
  Babcock,Philip J.

  	
   

  	
  01385

  
	
  Babich,Margaret

  	
   

  	
  22333

  
	
  Baker,Leroy S.

  	
   

  	
  00509

  
	
  Banks,Bobbie Jo

  	
   

  	
  06054

  
	
  Barnes,Benny K

  	
   

  	
  00158

  
	
  Barr,Elizabeth A.

  	
   

  	
  04078

  
	
  Barrientos,Nora

  	
   

  	
  00295

  
	
  Barton,Barbara J.

  	
   

  	
  05931

  
	
  Basinski,Ursula

  	
   

  	
  22327

  
	
  Bazarian,Albert

  	
   

  	
  07600

  
	
  Beall,Charles

  	
   

  	
  23777

  
	
  Bearden,John D.

  	
   

  	
  00027

  
	
  Beckler,Frederic J

  	
   

  	
  06324

  
	
  Beene,Gerald W.

  	
   

  	
  00334

  
	
  Bennett,Louis C

  	
   

  	
  00528

  
	
  Bernal,Domingo B

  	
   

  	
  00369

  
	
  Berstling,Thomas S

  	
   

  	
  00607

  
	
  Bettin,David W.

  	
   

  	
  02012

  
	
  Bey,Elizabeth H.

  	
   

  	
  00768

  
	
  Blake,Teodozja

  	
   

  	
  22344

  
	
  Blaz,Josephine

  	
   

  	
  22395

  
	
  Blumeier,Edna

  	
   

  	
  22345

  
	
  Blumenberg,James E

  	
   

  	
  03079

  
	
  Boden,Phyllis

  	
   

  	
  22346

  
	
  Boerwinkle,John D

  	
   

  	
  00105

  
	
  Boland,Leroy J

  	
   

  	
  03314

  
	
  Booker,Alice M

  	
   

  	
  03003

  
	
  Bornhofer,Edward G.

  	
   

  	
  02040

  
	
  Bornhofer,Karen M.

  	
   

  	
  02037

  
	
  Bowers,Tera E.

  	
   

  	
  00673

  
	
  Boyd,Melba S.

  	
   

  	
  00745

  
	
  Boyer,Clayton G

  	
   

  	
  00746

  
	
  Boyter,Takako N.

  	
   

  	
  03596

  
	
  Brannan,Ulmer P

  	
   

  	
  00444

  
	
  Bransztet,Julie

  	
   

  	
  22348

  
	
  Brey,William A.

  	
   

  	
  06035

  
	
  Brooks,Mary

  	
   

  	
  22408

  
	
  Burke,Lillian

  	
   

  	
  22349

  
	
  Burns,Doris

  	
   

  	
  23782

  
	
  Burtze,Mary

  	
   

  	
  22352

  
	
  Bustamante,Lydia

  	
   

  	
  00919

  
	
  Butcher,Jerry L

  	
   

  	
  07980

  
	
  Buyher,Hilda

  	
   

  	
  22414

  
	
  Camino,Nicholas A

  	
   

  	
  04006

  
	
  Canon,Wanda

  	
   

  	
  22355

  
	
  Capasso,Norma J

  	
   

  	
  04322

  
	
  Carver,Denis J

  	
   

  	
  00256

  
	
  Cellozzi,Fran

  	
   

  	
  22357

  
	
  Chambers,Jack Wayne

  	
   

  	
  04437

  
	
  Cheek,Dorothy M.

  	
   

  	
  04604

  
	
  Chen,William I.H.

  	
   

  	
  04207

  
	
  Cherni,Eileen R

  	
   

  	
  03274

  
	
  Chernin,Marilyn B.

  	
   

  	
  05384

  
	
  Chevalier,Donald A

  	
   

  	
  01096

  
	
  Cornelius,Margaret

  	
   

  	
  22358

  
	
  Cortes,Ramon

  	
   

  	
  01660

  
	
  Coursey,Beatrice J

  	
   

  	
  23604

  
	
  Cox,Charlestine Wellington

  	
   

  	
  05416

  
	
  Craig,Betty

  	
   

  	
  22343

  
	
  Crawford,Harold L

  	
   

  	
  07553

  
	
  Crawford,Hazel

  	
   

  	
  22361

  
	
  Crawford,James F.

  	
   

  	
  07768

  
	
  Crews,Joe H.

  	
   

  	
  01812

  
	
  Damasiewicz,Jean

  	
   

  	
  22363

  
	
  Dasko,Beverly A.

  	
   

  	
  02030

  
	
  Dasko,Thomas

  	
   

  	
  22341

  
	
  Davis,Carolyn L

  	
   

  	
  00902

  
	
  Davis,Jackie W.

  	
   

  	
  02590

  
	
  Davoli,Alina

  	
   

  	
  22480

  
	
  Deal,Prudence G.

  	
   

  	
  05861

  
	
  Delarosa,Margaret

  	
   

  	
  00402

  
	
  Demyan,Anna

  	
   

  	
  22367

  
	
  Dennis,Ronald J

  	
   

  	
  00241

  
	
  deSnoo,Cornelis H

  	
   

  	
  22347

  
	
  Dieterich,Marie

  	
   

  	
  22384

  
	
  Dillon,Belva

  	
   

  	
  22387

  
	
  Diluciano,Donald J

  	
   

  	
  00770

  
	
  Dirks,Robert B.

  	
   

  	
  07949

  
	
  Dobbins,Hattie

  	
   

  	
  03043

  
	
  Doyle,James A

  	
   

  	
  22389

  
	
  Doyle,Richard J.

  	
   

  	
  04965

  



 


178





















 


	
  NAME

  	
   

  	
  EMPL ID

  
	
  Drag,Edward

  	
   

  	
  02246

  
	
  Drag,Stella

  	
   

  	
  05133

  
	
  Dugan,Leota

  	
   

  	
  22391

  
	
  Duncan,Hoyde E.

  	
   

  	
  08855

  
	
  Durnell,Mary

  	
   

  	
  22394

  
	
  Dzierzyk,Frances

  	
   

  	
  22396

  
	
  Edwards,Paul G

  	
   

  	
  00272

  
	
  Ehasz,Marianne H

  	
   

  	
  02170

  
	
  Ellis,Keith F.

  	
   

  	
  07228

  
	
  Elrod,Jewell

  	
   

  	
  04507

  
	
  Elverman,Charlene K.

  	
   

  	
  02013

  
	
  Espinoza,Josephine

  	
   

  	
  22397

  
	
  Estes,Katherine B.

  	
   

  	
  03140

  
	
  Evangelisti,John L

  	
   

  	
  01294

  
	
  Everett,Dorothy M

  	
   

  	
  00912

  
	
  Falbo,Giuseppe

  	
   

  	
  22360

  
	
  Ferguson,Jack J.

  	
   

  	
  07575

  
	
  Findish,Carol A

  	
   

  	
  02496

  
	
  Fischer,Robert J.

  	
   

  	
  02011

  
	
  Fisher,Thomas M.

  	
   

  	
  07336

  
	
  Flecha,Diego

  	
   

  	
  22369

  
	
  Flores,Margaret

  	
   

  	
  22479

  
	
  Ford Jr,Clyde O

  	
   

  	
  03070

  
	
  Fore,Martha M

  	
   

  	
  22400

  
	
  Fresh,Laurel

  	
   

  	
  22477

  
	
  Fry,Robert E

  	
   

  	
  22373

  
	
  Fulton,Doris

  	
   

  	
  24294

  
	
  Gascoigne,Treva

  	
   

  	
  22406

  
	
  Gawne,Freeda M

  	
   

  	
  00595

  
	
  Gearhart,James E.

  	
   

  	
  00362

  
	
  George,Alpha Lea

  	
   

  	
  01880

  
	
  Glick,Walter

  	
   

  	
  22407

  
	
  Glinkerman,Glenda

  	
   

  	
  00039

  
	
  Glowacki,Anne C

  	
   

  	
  22412

  
	
  Gomez,Mary G.

  	
   

  	
  02344

  
	
  Gosling,James A

  	
   

  	
  00149

  
	
  Greenfield,Vivian

  	
   

  	
  22417

  
	
  Gresko,Mildred

  	
   

  	
  22419

  
	
  Grob,Mary

  	
   

  	
  22421

  
	
  Gulett,Hilda M

  	
   

  	
  00143

  
	
  Gurnack,Dalbert W

  	
   

  	
  00187

  
	
  Haag,Richard L

  	
   

  	
  00147

  
	
  Hall,Brenda J.

  	
   

  	
  00056

  
	
  Hall,Fayetta

  	
   

  	
  03991

  
	
  Hambel,Viola

  	
   

  	
  05800

  
	
  Harkacz,Peter

  	
   

  	
  22378

  
	
  Harp,Loretta F.

  	
   

  	
  04003

  
	
  Harrison,Minnie L.

  	
   

  	
  04623

  
	
  Hartenfeld,Anna

  	
   

  	
  22475

  
	
  Hatheway,Richard

  	
   

  	
  06208

  
	
  Hayes,Christean H.

  	
   

  	
  02032

  
	
  Helbig,Gertrude

  	
   

  	
  22423

  
	
  Hennen,Maryann

  	
   

  	
  03549

  
	
  Hess,Judith A

  	
   

  	
  00806

  
	
  Hewlett,Wanda L

  	
   

  	
  01434

  
	
  Holder,Leila J

  	
   

  	
  01450

  
	
  Holt,Annie L

  	
   

  	
  03020

  
	
  Horak,Carl A

  	
   

  	
  00458

  
	
  Hritsko,Catherine I

  	
   

  	
  22435

  
	
  Huddleston,Erma

  	
   

  	
  22474

  
	
  Hughes,James S

  	
   

  	
  06936

  
	
  Hummel,Kenneth L

  	
   

  	
  00430

  
	
  Hurd,Evelyn D.

  	
   

  	
  00052

  
	
  Hurley,Helen

  	
   

  	
  22436

  
	
  Hyde,Norman A.

  	
   

  	
  01392

  
	
  Izak,Magdolena

  	
   

  	
  22437

  
	
  Jarosz,E Jewell

  	
   

  	
  03046

  
	
  Jasinski,Veronica

  	
   

  	
  22438

  
	
  Johns,Richard S

  	
   

  	
  00574

  
	
  Joyce,Barry L.

  	
   

  	
  05004

  
	
  Jubick,Anna

  	
   

  	
  22445

  
	
  Kaczay,Nicholas

  	
   

  	
  22513

  
	
  Kallas,Marjorie R

  	
   

  	
  01003

  
	
  Kammiller,Neil A

  	
   

  	
  00172

  
	
  Kazimirow,Zinaida

  	
   

  	
  22448

  
	
  Keese,Richard E.

  	
   

  	
  00420

  
	
  Kiser,Corene A

  	
   

  	
  01396

  
	
  Kiskamp,John C

  	
   

  	
  00122

  
	
  KisselbachIII,Paul C

  	
   

  	
  07660

  
	
  Klayum,Milton A.

  	
   

  	
  07029

  
	
  Klekota,Julia

  	
   

  	
  22450

  
	
  Koczan,Emilia

  	
   

  	
  22439

  
	
  Koleno,Gary

  	
   

  	
  00250

  
	
  Koletsos,Peter K.

  	
   

  	
  07075

  
	
  Komlosi,Roberta

  	
   

  	
  22451

  
	
  Koos,Magdolna

  	
   

  	
  22428

  
	
  Kordsmeier,Herman J.

  	
   

  	
  07661

  
	
  Korzan,Irene

  	
   

  	
  22452

  
	
  Koscho,Margaret

  	
   

  	
  22381

  
	
  Kramer,Carol

  	
   

  	
  02825

  
	
  Kremzar,Christine

  	
   

  	
  22455

  
	
  Krol,Bruno

  	
   

  	
  22458

  
	
  Kucinski,James M.

  	
   

  	
  07275

  
	
  Kukuloff,Nadine

  	
   

  	
  22463

  
	
  Kulasevig,Elizabeth J

  	
   

  	
  24037

  
	
  Lance,Shirley A.

  	
   

  	
  06062

  
	
  Lee,Harold E

  	
   

  	
  02276

  
	
  Lemay,Gerald F.

  	
   

  	
  02024

  
	
  Leschinger,Matthew

  	
   

  	
  07277

  
	
  Leuthold,Kenneth R

  	
   

  	
  04525

  
	
  Lewis,Shirley E.

  	
   

  	
  00092

  
	
  Lewitch,Diane J.

  	
   

  	
  02034

  
	
  Liebfried,David R

  	
   

  	
  00570

  
	
  Lilly,Dorothy I

  	
   

  	
  01601

  
	
  Lloyd,Rosa L

  	
   

  	
  03023

  
	
  Long,Margaret M.

  	
   

  	
  00192

  
	
  Lopez,Esperanza

  	
   

  	
  06080

  
	
  Luethy,Myrna J.

  	
   

  	
  05448

  
	
  MacArtney,Mathilda

  	
   

  	
  22468

  
	
  MacKnauer,Lela

  	
   

  	
  22469

  



 


179





















 


	
  NAME

  	
   

  	
  EMPL ID

  
	
  Mahar,Marylou

  	
   

  	
  02225

  
	
  Mannarelli,Mario

  	
   

  	
  01428

  
	
  Marcucci,Anthony G

  	
   

  	
  06323

  
	
  Marrero,Candida

  	
   

  	
  01683

  
	
  Martin,Chrystal

  	
   

  	
  24038

  
	
  Martincak,Thomas A

  	
   

  	
  03528

  
	
  Martinez,Reinaldo

  	
   

  	
  01028

  
	
  Maynard,Sheila K.

  	
   

  	
  06069

  
	
  Maziarz,Sophie

  	
   

  	
  22470

  
	
  McCollum,JoAnn P

  	
   

  	
  05858

  
	
  McCollum,Roberta

  	
   

  	
  02677

  
	
  Mccuen,Joan

  	
   

  	
  02052

  
	
  McFadden,Thomas F

  	
   

  	
  00174

  
	
  McGee,Mary F

  	
   

  	
  05819

  
	
  McIntyre,Barbara C.

  	
   

  	
  04691

  
	
  McKinney,Cozette

  	
   

  	
  22331

  
	
  McMahan,Catherine E

  	
   

  	
  05301

  
	
  McNeal,Dorothy J

  	
   

  	
  03501

  
	
  Melton,Mary K

  	
   

  	
  05409

  
	
  Meredith,Darrell

  	
   

  	
  07683

  
	
  Merlick,Jerry L

  	
   

  	
  01362

  
	
  Mesko,Robert

  	
   

  	
  01069

  
	
  Michael,Inez

  	
   

  	
  22335

  
	
  Miller,Mary A

  	
   

  	
  00485

  
	
  Miller,Rita D

  	
   

  	
  04592

  
	
  Miller,Walter M.

  	
   

  	
  07922

  
	
  Mills,Marie

  	
   

  	
  22338

  
	
  Minear,Mary L

  	
   

  	
  00910

  
	
  Mitchell,Teresa

  	
   

  	
  22339

  
	
  Mohr,Ruthanne

  	
   

  	
  02014

  
	
  Moore,Mary P

  	
   

  	
  05917

  
	
  Morgan,Rodger D

  	
   

  	
  00269

  
	
  Morrison,Patrick E.

  	
   

  	
  04356

  
	
  Morriss,James W.

  	
   

  	
  03531

  
	
  Nagy,Cecilia

  	
   

  	
  22425

  
	
  Nagy,Joseph

  	
   

  	
  01006

  
	
  Naranjo,Amelia

  	
   

  	
  00201

  
	
  Nemes,Betty

  	
   

  	
  22351

  
	
  Nguyen,Cecilia Suong

  	
   

  	
  03631

  
	
  Nicolau,Rosemarie

  	
   

  	
  24039

  
	
  Nikora,Lewis R

  	
   

  	
  00524

  
	
  Nikora,Lois A

  	
   

  	
  02363

  
	
  Nisenboum,Linda L

  	
   

  	
  01873

  
	
  Niskey,Delores F

  	
   

  	
  03241

  
	
  Northam,William C

  	
   

  	
  06328

  
	
  Norton,Benjamin G

  	
   

  	
  00011

  
	
  Novak,John

  	
   

  	
  22422

  
	
  Obst,Howard R.

  	
   

  	
  01516

  
	
  Odom,Mary

  	
   

  	
  22359

  
	
  Ohlhausen,Lucille

  	
   

  	
  22516

  
	
  Olah,Gilbert A

  	
   

  	
  00313

  
	
  Oleksy,Wladyslaw L

  	
   

  	
  01849

  
	
  Opalenik,John E

  	
   

  	
  00131

  
	
  Orlando,Dominick

  	
   

  	
  00144

  
	
  Osburn,Sally J

  	
   

  	
  00825

  
	
  Osidach,Anneliese

  	
   

  	
  02221

  
	
  Page,Robert J

  	
   

  	
  00463

  
	
  Pappas,Peggy

  	
   

  	
  02672

  
	
  Paradissis,Kyriakos K

  	
   

  	
  00299

  
	
  Paradissis,Pantelis P

  	
   

  	
  00160

  
	
  Parham,Pauline

  	
   

  	
  22362

  
	
  Parker,Irene

  	
   

  	
  22364

  
	
  Pavelka,Richard E

  	
   

  	
  06322

  
	
  Pember,Carolyn

  	
   

  	
  22366

  
	
  Pence,Alice J.

  	
   

  	
  00371

  
	
  Pepon,Susan

  	
   

  	
  22368

  
	
  Pereira,Juan C

  	
   

  	
  23899

  
	
  Pereira,Oristela M.

  	
   

  	
  00136

  
	
  Perichak,Rose

  	
   

  	
  22420

  
	
  Pettit,Linda S.

  	
   

  	
  04733

  
	
  Phillips,Joan

  	
   

  	
  22370

  
	
  Phillips,Martha J

  	
   

  	
  01296

  
	
  Phillips,Rita M.

  	
   

  	
  01575

  
	
  Pikey,Margaret

  	
   

  	
  22372

  
	
  Pipala,Richard W.

  	
   

  	
  07339

  
	
  Pippert,Doris J

  	
   

  	
  04756

  
	
  Pixley,Mabelle

  	
   

  	
  22374

  
	
  Plato,Katherine M

  	
   

  	
  03944

  
	
  Plow,Robert J

  	
   

  	
  00153

  
	
  Poe,Robert

  	
   

  	
  05928

  
	
  Potyrala,Kenneth R

  	
   

  	
  00312

  
	
  Preston,Nell

  	
   

  	
  24545

  
	
  Prieto,Rick L.

  	
   

  	
  07452

  
	
  Provenza,Eugene S

  	
   

  	
  00357

  
	
  Pullin,Ethel

  	
   

  	
  22375

  
	
  Purcell,James H

  	
   

  	
  06214

  
	
  Radyk,Birdie

  	
   

  	
  22376

  
	
  Rak,Lucille

  	
   

  	
  22377

  
	
  Rash,Homer F

  	
   

  	
  06327

  
	
  Raymond,Dale A

  	
   

  	
  06326

  
	
  Reaser,Harold

  	
   

  	
  22441

  
	
  Reed,Susan

  	
   

  	
  22418

  
	
  Renfrow,Wally G.

  	
   

  	
  00391

  
	
  Richards,Lyna E

  	
   

  	
  00976

  
	
  Riddle,James E.

  	
   

  	
  07492

  
	
  Rivera,Elba I

  	
   

  	
  02691

  
	
  Rodriguez,Olga

  	
   

  	
  00179

  
	
  Roig,George R

  	
   

  	
  00762

  
	
  Romey,Clara E

  	
   

  	
  00080

  
	
  Romey,Ronald G

  	
   

  	
  00520

  
	
  Rook,Charles

  	
   

  	
  22442

  
	
  Rosemark,Mary Jean

  	
   

  	
  02326

  
	
  Rosenthal,Bennie E

  	
   

  	
  03072

  
	
  Rosin,Charlotte

  	
   

  	
  22385

  
	
  Ross,Geneva

  	
   

  	
  00419

  
	
  Russell,James

  	
   

  	
  22416

  
	
  Sakal,Joanne S

  	
   

  	
  00028

  
	
  Sanders,Patricia

  	
   

  	
  00367

  
	
  Sapecki,Maria

  	
   

  	
  22386

  
	
  Savinsky,Carol A

  	
   

  	
  03460

  



 


180





















 


	
  NAME

  	
   

  	
  EMPL ID

  
	
  Scagliozzo,Philip P

  	
   

  	
  00315

  
	
  Scagliozzo,Sam

  	
   

  	
  22443

  
	
  Schneeweis,Terry

  	
   

  	
  02009

  
	
  Schooley,Norma I

  	
   

  	
  02407

  
	
  Schooley,Wanda M

  	
   

  	
  00619

  
	
  Schrank,Ronnie

  	
   

  	
  00012

  
	
  Scott,Eunice

  	
   

  	
  00807

  
	
  Scott,Tommy J.

  	
   

  	
  01379

  
	
  Scrivens,Edward A

  	
   

  	
  00705

  
	
  Sedlacek,William S.

  	
   

  	
  07037

  
	
  Sentzel,Stefania

  	
   

  	
  22388

  
	
  Seskar,Mary Ann

  	
   

  	
  00324

  
	
  Shaffer,Pauline

  	
   

  	
  22409

  
	
  Shannon,Martha

  	
   

  	
  02661

  
	
  Shawver,Jeannene J

  	
   

  	
  00462

  
	
  Sheffler,Dudley P.

  	
   

  	
  07974

  
	
  Shultz,Norma

  	
   

  	
  22340

  
	
  Siemens,Richard E.

  	
   

  	
  07400

  
	
  Simo,Lois

  	
   

  	
  22399

  
	
  Sinclair,David C

  	
   

  	
  04374

  
	
  Sirse,Franziska

  	
   

  	
  22393

  
	
  Sispera,Anna

  	
   

  	
  22401

  
	
  Slater,Marlene R

  	
   

  	
  04123

  
	
  Smith,Douglas A

  	
   

  	
  00286

  
	
  Smith,Gladys

  	
   

  	
  22403

  
	
  Smith,Joel C

  	
   

  	
  04236

  
	
  Smolka,Anne

  	
   

  	
  22405

  
	
  Solomon,William M

  	
   

  	
  00282

  
	
  Soltesz,Marta

  	
   

  	
  22390

  
	
  Sparaino,Mary

  	
   

  	
  22410

  
	
  Spikes,Henry D.

  	
   

  	
  01264

  
	
  St Aubin,Joyce E

  	
   

  	
  00142

  
	
  St Aubin,Vera

  	
   

  	
  22415

  
	
  Staszak,Mona

  	
   

  	
  22429

  
	
  Steiner,James E.

  	
   

  	
  01608

  
	
  Stevens,George W.

  	
   

  	
  07669

  
	
  Stiglin,Johanna

  	
   

  	
  22430

  
	
  Stowell,Eunice

  	
   

  	
  22431

  
	
  Strokin,Tamara

  	
   

  	
  22432

  
	
  Studnicka,James W.

  	
   

  	
  01728

  
	
  Sturgeon,Buddy J

  	
   

  	
  00725

  
	
  Su,My Ngoc

  	
   

  	
  04494

  
	
  Suffi,Luciano

  	
   

  	
  07401

  
	
  Sultzbaugh,Inez

  	
   

  	
  22433

  
	
  Suprun,George

  	
   

  	
  00303

  
	
  Sutton,Pearlie M

  	
   

  	
  03013

  
	
  Swann,Clara M

  	
   

  	
  03110

  
	
  Szabo,Irene

  	
   

  	
  22456

  
	
  Szanto,Terry D

  	
   

  	
  00443

  
	
  Szuja,Natalia

  	
   

  	
  22459

  
	
  Tappan,Eddie

  	
   

  	
  22461

  
	
  Taylor,Joan

  	
   

  	
  05816

  
	
  Taylor-Conrad,Helen

  	
   

  	
  22467

  
	
  Teaman,Margaret B

  	
   

  	
  22471

  
	
  Thiery,John L

  	
   

  	
  00242

  
	
  Thomas,Charlotte A

  	
   

  	
  02929

  
	
  Thornton,Alma

  	
   

  	
  22473

  
	
  Thurmond,Martha W

  	
   

  	
  04523

  
	
  Todorov,Agapi

  	
   

  	
  02899

  
	
  Tokas,Robert J

  	
   

  	
  01029

  
	
  Tomazic,Susan

  	
   

  	
  22476

  
	
  Torocsik,Maria

  	
   

  	
  22478

  
	
  Toth,Albert

  	
   

  	
  22336

  
	
  Toth,Zelma

  	
   

  	
  22334

  
	
  Towns,David M.

  	
   

  	
  04165

  
	
  Traylor,Loretta L

  	
   

  	
  00644

  
	
  Turbyfill,Jennie R

  	
   

  	
  05822

  
	
  Ulcar,Josephine

  	
   

  	
  01409

  
	
  Unger,John J.

  	
   

  	
  07364

  
	
  Urso,Gilda

  	
   

  	
  22481

  
	
  Vargo,Flora

  	
   

  	
  22482

  
	
  Vasu,Deloris

  	
   

  	
  22484

  
	
  Vest,Billie M.

  	
   

  	
  06065

  
	
  Vetroczky,Margaret

  	
   

  	
  22485

  
	
  Vollmer,Sharon A

  	
   

  	
  00024

  
	
  Vukelich,Anne

  	
   

  	
  22486

  
	
  Wajand,Jakob

  	
   

  	
  22487

  
	
  Waldecki,Lucille

  	
   

  	
  22488

  
	
  Waldecki,Pamela J

  	
   

  	
  02947

  
	
  Washtak,Donald

  	
   

  	
  22329

  
	
  Watling,Kathleen F

  	
   

  	
  00230

  
	
  Webber,Ruth

  	
   

  	
  22489

  
	
  Wehman,Alan W

  	
   

  	
  00175

  
	
  Weiner,David A.

  	
   

  	
  06341

  
	
  Weitzel,Mildred

  	
   

  	
  22490

  
	
  White,Donald G.

  	
   

  	
  02296

  
	
  Wicker,Betty L

  	
   

  	
  00610

  
	
  Wilkerson,Welton F

  	
   

  	
  05918

  
	
  Williams,Joann

  	
   

  	
  06060

  
	
  Williams,Louise A

  	
   

  	
  03062

  
	
  Wilson,Eva Cleo

  	
   

  	
  06056

  
	
  Wilson,Neta Joyce

  	
   

  	
  06067

  
	
  Winze,Robert J.

  	
   

  	
  01654

  
	
  Wlaszyn,Ada

  	
   

  	
  22328

  
	
  Wood,James R

  	
   

  	
  06184

  
	
  Woods,Mary

  	
   

  	
  22326

  
	
  Wright,Betty

  	
   

  	
  22324

  
	
  Wright,Harold O

  	
   

  	
  00189

  
	
  Younger,Mary E.

  	
   

  	
  06036

  
	
  Younglas,Russell D

  	
   

  	
  00065

  
	
  Zanni,Beatrice

  	
   

  	
  22323

  
	
  Zgola,Ann V

  	
   

  	
  00518

  
	
  Zicarelli,Elaine B

  	
   

  	
  06337

  
	
  Ziga,Eleanor

  	
   

  	
  22491

  
	
  Zilko,Stephen P

  	
   

  	
  00132

  



 


181





















 


SURVIVING SPOUSES OF EMPLOYEES


 


	
  NAME

  	
   

  	
  EMPL ID

  	
   

  	
  SPOUSE

  
	
  Baker,Bettina

  	
   

  	
  22492

  	
   

  	
  Leroy

  
	
  Bennett,Dorothy A

  	
   

  	
  24007

  	
   

  	
  Louis

  
	
  Brannan,Edith

  	
   

  	
  22501

  	
   

  	
  Ulmer

  
	
  Cherni,Ronald

  	
   

  	
  22508

  	
   

  	
  Eileen

  
	
  Dennis,Carolyn M

  	
   

  	
  24036

  	
   

  	
  Ronald

  
	
  Dirks,Diane

  	
   

  	
  22500

  	
   

  	
  Robert

  
	
  Edwards,Marion

  	
   

  	
  22444

  	
   

  	
  Paul

  
	
  Gurnack,Lottie

  	
   

  	
  22495

  	
   

  	
  Dalbert

  
	
  Hess,Roy T

  	
   

  	
  24187

  	
   

  	
  Judith

  
	
  Johns,Janet

  	
   

  	
  23918

  	
   

  	
  Richard

  
	
  Kammiller,Susan

  	
   

  	
  23818

  	
   

  	
  Neil

  
	
  Klayum,Esther

  	
   

  	
  22506

  	
   

  	
  Milton

  
	
  Liebfried,Norma J

  	
   

  	
  24021

  	
   

  	
  David

  
	
  Mannarelli,Julie

  	
   

  	
  22497

  	
   

  	
  Mario

  
	
  Martinez,Celestina E

  	
   

  	
  24480

  	
   

  	
  Reinaldo

  
	
  Miller,Geraldine

  	
   

  	
  24193

  	
   

  	
  Walter

  
	
  Morrison,Louise D

  	
   

  	
  24535

  	
   

  	
  Patrick

  
	
  Obst,Maryan C

  	
   

  	
  22511

  	
   

  	
  Howard

  
	
  Olah,Gladys

  	
   

  	
  22453

  	
   

  	
  Gilbert

  
	
  Opalenik,Delores

  	
   

  	
  23945

  	
   

  	
  John

  
	
  Paradissis,Beverly A

  	
   

  	
  24014

  	
   

  	
  Pantelis

  
	
  Poe,Sandra S

  	
   

  	
  24538

  	
   

  	
  Robert

  
	
  Rodriguez,Amado

  	
   

  	
  23821

  	
   

  	
  Olga

  
	
  Scagliozzo,Elaine S

  	
   

  	
  22515

  	
   

  	
  Philip

  
	
  Schneeweis,Cynthia M

  	
   

  	
  24027

  	
   

  	
  Terry

  
	
  Scrivens,Carol

  	
   

  	
  23616

  	
   

  	
  Edward

  
	
  Solomon,Jean R

  	
   

  	
  24482

  	
   

  	
  William

  
	
  Sturgeon,Sue A

  	
   

  	
  23947

  	
   

  	
  Buddy

  
	
  Weiner,Eileen K

  	
   

  	
  24056

  	
   

  	
  David

  
	
  Wilson,Gerald

  	
   

  	
  23798

  	
   

  	
  Eva Cleo

  
	
  Zilko,Barbara

  	
   

  	
  23971

  	
   

  	
  Stephen

  



 


182










 










 


Schedule 11.9

List of Account Balances


 


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