EXHIBIT 10.18
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AGREEMENT FOR COMPUTERIZED
CREDIT REPORTING SERVICES AND
OPTIONS TO PURCHASE AND SELL
ASSETS
August 1, 1988
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TABLE OF CONTENTS
Page
----
I. DEFINITIONS ................................................... 3
II. CONVERSION TO ACROPAC SYSTEM(TM) .............................. 15
1. Conversion Services ..................................... 15
2. Master Register system .................................. 17
3. Conversion Completion ................................... 18
III. ACROPAC(TM) SERVICES .......................................... 19
4. Services Description .................................... 19
5. Time of Performance ..................................... 25
6. Equipment ............................................... 25
7. Ownership of Data ....................................... 26
8. Charges for ACROPAC System(TM) Services ................. 28
IV. PUT AND CALL OF ASSETS ........................................ 32
9. Certain Calculations; Payment of Consideration .......... 32
10. Put of Accounts Management Assets and Liabilities........ 32
11. Put of Subsidiaries' Assets and Liabilities ............. 40
12. Call of Subsidiaries' Assets and Liabilities ............ 51
13. Conditional Right to Require Stock Sale and Price
Adjustment .............................................. 53
13A. Generally Accepted Accounting Principles;
Cooperation; Securities Laws ............................ 55
V. GUARANTEE OF OPERATING INCOME ................................. 55
14. Guarantee ............................................... 55
VI. DURATION OF THIS AGREEMENT .................................... 62
15. Duration ................................................ 62
VII. BREACH OF THIS AGREEMENT ...................................... 63
16. Breach ................................................. 63
17. Limitation ............................................. 65
18. Rights Upon Termination ................................ 65
(i)
VIII. REPRESENTATIONS, WARRANTIES AND COVENANTS ..................... 68
19. Representations and Warranties of CSC, Bureaus and
Accounts Management ..................................... 68
20. Representations and Warranties of Equifax and CBI ....... 71
21. Covenants of CSC, Bureaus and Accounts Management
and CBI ................................................. 73
IX. MISCELLANEOUS TERMS AND PROVISIONS ............................ 75
22. Limitations Upon Liability of CBI ....................... 75
23. Release With Respect to Accuracy of Data ................ 76
24. Modifications to ACROPAC(TM)............................. 77
25. Compliance With Laws .................................... 78
26. Force Majeure ........................................... 78
27. Relationship of Parties ................................. 79
28. No Third-Party Benefits ................................. 79
29. Assignment .............................................. 80
30. Retention of Credit Data ................................ 81
31. Remote Terminals ........................................ 81
32. Purchase of Supplies .................................... 81
33. Sales of Reporting and Collection Businesses ............ 81
34. Exclusion of Naples ..................................... 82
35. CSC Guaranty of Performance ............................. 82
36. Equifax Guaranty of Performance ......................... 84
37. Notices ................................................. 86
38. Severability ............................................ 86
39. Exhibits ................................................ 87
40. Confidentiality of ACROPAC System(TM) ................... 87
41. Confidentiality of Information .......................... 88
42. Injunctive Relief ....................................... 88
43. Use of ACROPAC(TM) Services ............................. 89
44. CBI Affiliate System .................................... 89
45. No Limitation on Business ............................... 90
46. Conversion of Associates ................................ 91
47. Credit Bureau of Albuquerque ............................ 91
48. Special Provisions ...................................... 92
49. Survival ................................................ 95
50. Headings ................................................ 96
51. Governing Law ........................................... 96
52. Waiver of Rights ........................................ 96
53. Entire Agreement ........................................ 96
54. Counterparts ............................................ 96
(ii)
EXHIBITS
Page of
Exhibits
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Exhibit A - The Automated Credit Reporting Online Package
(ACROPAC(TM)) System Description ........................... 1
Exhibit B - Purge Rules for ACROPAC System(TM).......................... 12
Exhibit C - Description of Online Services ............................. 16
Exhibit D - Equipment Required for Continuation of Bureau Operation
under ACROPAC System(TM).................................... 22
Exhibit E - Service Areas .............................................. 24
Exhibit F - Associates and Associates' Zip Codes ....................... 26
Exhibit G - License Agreement .......................................... 27
Exhibit H - Financial Statements ....................................... 40
Exhibit I - Leases to be Assigned ...................................... 41
Exhibit J - Zip Codes in New Mexico of Amarillo Credit Association
and Retail Merchant's Association, Inc. (in Lubbock) ....... 43
(iii)
EXHIBIT 10.18
THIS AGREEMENT, made as of this 1st day of August, 1988, by and among THE
CREDIT BUREAU, INCORPORATED OF GEORGIA and EQUIFAX INC., both Georgia
corporations with their principal places of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("CBI" and "Equifax," respectively), and COMPUTER
SCIENCES CORPORATION, a Nevada corporation with its principal place of business
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("CSC"), CSC CREDIT
SERVICES, INC., a Texas corporation with its principal place of business at ▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Credit Services"), CREDIT
BUREAU OF CINCINNATI, INC., an Ohio corporation with its principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Cincinnati"),
CREDIT BUREAU OF GREATER KANSAS CITY, INC., a Missouri corporation with its
principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Kansas City"), ▇▇▇▇▇ HOLDING COMPANY, a Delaware corporation
with its principal place of business at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("JHC"), CSC CREDIT SERVICES OF MINNESOTA, INC., a Texas corporation with
its principal place of business at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ("Minnesota") (Credit Services, Cincinnati, Kansas City, JHC and Minnesota
being hereinafter referred to collectively as the "Bureaus" and sometimes
individually as a "Bureau"), and CSC ACCOUNTS MANAGEMENT, INC., a Texas
corporation with its principal
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place of business at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
("Accounts Management");
W I T N E S S E T H :
WHEREAS, CBI has developed, owns and employs an automated credit reporting
system entitled "The Automated Credit Reporting Online Package"; and
WHEREAS, Bureaus desire to purchase and otherwise utilize, and CBI desires
to sell and otherwise provide, the services of CBI and the ACROPAC System(TM)
upon the terms and conditions hereinafter set forth; and
WHEREAS, CBI provides simultaneously ACROPAC System(TM) services to
various other credit reporting entities or bureaus and has developed systems and
methods by which such bureaus and CBI may exchange data, market credit services
or otherwise interact with respect to ACROPAC System(TM) services, and Bureaus
wish to participate therein; and
WHEREAS, Bureaus desire that their credit reporting operations be
converted by CBI as necessary for Bureaus to participate in the ACROPAC
System(TM) upon the terms and conditions hereinafter set forth; and
WHEREAS, Bureaus desire that the ACROPAC System(TM) services described by
this Agreement be provided by CBI to Bureaus; and
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WHEREAS, Bureaus, Accounts Management and CBI desire to provide for the
option to sell by Subsidiaries, as hereinafter defined, and the option to
purchase and assume by CBI of, the assets and liabilities of Subsidiaries upon
the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
I. DEFINITIONS
For purposes of this Agreement:
"Accounts Management" means CSC Accounts Management, Inc., a Texas
corporation;
"Accounts Management Acquired Corporations" shall have the meaning
ascribed thereto in Paragraph 10(c) of this Agreement;
"Accounts Management Assets and Liabilities" shall have the meaning
ascribed thereto in Paragraph 10(b) of this Agreement;
"Accounts Management Assets and Liabilities Price" shall have the meaning
ascribed thereto in Paragraph 10(a) of this Agreement;
"Accounts Management Current Assets Amount" shall have the meaning
ascribed thereto in Paragraph 10(a) (iii) of this Agreement;
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"Accounts Management Long-Term Debt Amount" shall have the meaning
ascribed thereto in Paragraph 10(a) (iii) of this Agreement;
"Accounts Management Net Worth Amount" shall have the meaning ascribed
thereto in Paragraph 10(a) (iii) of this Agreement;
"Accounts Management Underfunding Amount" shall have the meaning ascribed
thereto in Paragraph 10(a) (iii) of this Agreement;
"Acquired Corporations" shall have the meaning ascribed thereto in
Paragraph 11(c) of this Agreement.
"Acquired Product" means the sum of (i) the product of (A) 3.0, times (B)
the Reporting Revenues of the Acquired Corporations generated during the
Calculation Period, plus (ii) the product of (C) 1.0, times (D) the sum of the
Collection Revenues and the Other Business Revenues of the Acquired Corporations
generated during the Calculation Period (such Reporting Revenues, Collection
Revenues and Other Business Revenues of the Acquired Corporations to be
calculated taking into account the provisions of Paragraph 9 (a) of this
Agreement);
"acquisition date" shall have the meaning ascribed thereto in Paragraph 48
of this Agreement;
"Acquisition Debt" of any Person means any amounts owed by such Person
resulting, directly or indirectly, from the financing of the purchase price of
the outstanding shares of
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capital stock or assets of an entity acquired by such Person (which amounts in
no event shall include any liabilities of such entity at the time of acquisition
that are unrelated to any direct or indirect financing of the purchase price of
such entity);
"ACROPAC(TM)", "ACROPAC System(TM) ", "ACROPAC II(TM) " and "ACROPAC II
System(TM)" mean the CBI Automated Credit Reporting Online Package which, for
purposes of this Agreement, shall mean the reporting system described in Exhibit
A to this Agreement and shall include the automated credit reporting system
owned, utilized, offered and employed by CBI from time to time;
"Affiliate Bureaus" means those credit bureaus not owned by CBI, other
than the Bureaus, to which CBI provides ACROPAC(TM) services;
"Albuquerque" shall have the meaning ascribed thereto in Paragraph 47 of
this Agreement;
"Asset Sale' shall have the meaning ascribed thereto in Paragraph 13(a) of
this Agreement;
"Associates" shall have the meaning ascribed thereto in Paragraph 7(d) of
this Agreement;
"billable inquiry" shall have the meaning ascribed thereto in Paragraph
8(a) of this Agreement;
"Bureau" and "Bureaus" mean, respectively, Credit Services, Cincinnati,
Kansas City, JHC and Minnesota and such
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other entities as may be deemed to be Bureaus pursuant to Paragraph 48 hereof,
singly, and all of them, collectively;
"Calculation Period" means the twelve calendar months immediately
preceding the calendar month in which the Subsidiaries or CBI, as the case may
be, give(s) written notice pursuant to Paragraph 11 or 12, respectively, of
their or its intent to sell to CBI or purchase from the Subsidiaries, as the
case may be, the Subsidiaries' Assets and Liabilities;
"Cap" shall have the meaning ascribed thereto in Paragraph 14(d) of this
Agreement;
"CBDC" means Credit Bureau Data Centers, Inc., a Texas corporation and
wholly-owned subsidiary of Credit Services;
"CBI" means The Credit Bureau, Incorporated of Georgia, a Georgia
corporation;
"CBI Appraiser" means one of the largest fifteen (15) investment banking
firms (as measured by total revenues) in the United States as to which
information pertaining to revenues is publicly available, selected by CBI to
appraise the Subsidiaries' Assets and Liabilities;
"Change of Control" of an entity means the acquisition after the date of
this Agreement by any Person, or any number of Persons acting in concert with
one another, directly or indirectly, of shares of any and all classes of
outstanding capital stock of such entity sufficient in total combined voting
power to elect a majority of the board of directors
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of that entity (assuming, for this purpose, that all members are elected at the
same time, notwithstanding the existence of a classified board of directors);
"Cincinnati" means Credit Bureau of Cincinnati, Inc., an Ohio corporation;
"Collection Product" means the product of (A) 1.0, times (B) the sum of
the Collection Revenues of the Bureaus and Accounts Management generated during
the Calculation Period;
"Collection/Reporting Revenue Amount" shall have the meaning ascribed
thereto in Paragraph 10(c) of this Agreement;
"Collection Revenues of any entity means the revenues of such entity
generated from the performance by such entity of Collection Services;
"Collection Services" of any entity means services provided by such entity
relating to the collection of debt assigned to such entity or owned or held by a
customer of such entity, consisting of collection of delinquent accounts, check
verification services, check authorization services, check guarantee services,
billing services, services performed by accounts reCBIvable systems (including,
without limitation, billing, monitoring, scoring and control services), skip
tracing, sales or rentals of computer terminals, modems and other related
equipment and assets used in connection with collection of debt, and any other
types of services performed from time to time by CBI relating to collection of
debt;
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"Cost Allocation System" shall have the meaning ascribed thereto in
Paragraph 8(c) of this Agreement;
"Credit Services" means CSC Credit Services, Inc., a Texas corporation;
"CSC" means Computer Sciences Corporation, a Nevada corporation;
"CSC Consolidated Group" shall have the meaning ascribed thereto in
Paragraph 13(b) of this Agreement;
"demographic data" means identification information, including name,
address, previous address, date of birth, social security number, dependents,
employer, name of spouse and similar information;
"Designated Date" shall have the meaning ascribed thereto in Paragraph
11(a) (i) of this Agreement;
"Equifax" means Equifax Inc., a Georgia corporation;
"ERISA" shall have the meaning ascribed thereto in Paragraph 10(a) (iii)
of this Agreement;
"Exit Costs" shall have the meaning ascribed thereto in Paragraph 14(e) of
this Agreement;
"Federal Income Tax Law Amendment" shall have the meaning ascribed thereto
in Paragraph 13(a) of this Agreement;
"Financial Statements" shall have the meaning ascribed thereto in
Paragraph 19(e) of this Agreement;
"Flat Amount" shall have the meaning ascribed thereto in Paragraph 8(a) of
this Agreement;
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"Following Year" shall have the meaning ascribed thereto in Paragraph 8(a)
of this Agreement;
"Group" shall have the meaning ascribed thereto in Paragraph 14(a) of this
Agreement;
"Guaranteed Amount" shall have the meaning ascribed thereto in Paragraph
14(b) of this Agreement;
"Index" means the Consumer Price Index for All Urban Consumers: U.S. City
Average, All Items (1967=100), issued by the Bureau of Labor Statistics of the
U.S. Department of Labor, as the same from time to time may be modified,
supplemented or adjusted by the Bureau of Labor Statistics;
"Initial Term" shall have the meaning ascribed thereto in Paragraph 15 of
this Agreement;
"Initial Term Expiration Date" shall have the meaning ascribed thereto in
Paragraph 11(a) (i) of this Agreement;
"JHC" means ▇▇▇▇▇ Holding Company, a Delaware corporation;
"Kansas City" means Credit Bureau of Greater Kansas City, Inc., a Missouri
corporation;
"Late Conversion Damages" shall have the meaning ascribed thereto in
Paragraph 3 of this Agreement;
"Master Register" or "Master Register System" shall have the meaning
ascribed thereto in Paragraph 2 of this Agreement;
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"Minnesota" means CSC Credit Services of Minnesota, Inc., a Texas
corporation;
"Most Favored Customer Rate" for any good or service provided by CBI
hereunder shall mean the lowest rate charged by CBI to an Affiliate Bureau for
such good or service;
"Naples" shall have the meaning ascribed thereto in Paragraph 34 of this
Agreement;
"Net CBI Liability" shall have the meaning ascribed thereto in Paragraph
14(d) of this Agreement;
"Net Payment Amount" shall have the meaning ascribed thereto in Paragraph
14(c) (v) of this Agreement;
"online" shall have the meaning ascribed thereto in Paragraph 4(c) of this
Agreement;
"Online Cut-Over Date" shall have the meaning ascribed thereto in
Paragraph 3 of this Agreement;
"Operating Assets" of any entity means tangible operating assets used in
the ordinary course of business of such entity, and shall include, but not be
limited to, plant, property and equipment, and land, buildings, leasehold
improvements, furniture and fixtures of such entity;
"Operating Income" shall have the meaning ascribed thereto in Paragraph
14(e) of this Agreement;
"Other Business Product" means the product of (A) 1.0, times (B) the sum
of the Other Business Revenues of the Bureaus
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and Accounts Management generated during the Calculation Period;
"Other Business Revenues" of any entity means revenues of such entity
other than Reporting Revenues and Collection Revenues;
"Owned Months" shall have the meaning ascribed thereto in Paragraph 9(a)
of this Agreement;
"Person" shall mean an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof;
"Preceding Quarters" shall have the meaning ascribed thereto in Paragraph
14(c) (iii) of this Agreement;
"Renewal Term" shall have the meaning ascribed thereto in Paragraph 15 of
this Agreement;
"Reporting Product" means the product of (A) 3.0, times (B) the sum of the
Reporting Revenues of the Bureaus and Accounts Management generated during the
Calculation Period;
"Reporting Revenues" of an entity means the revenues (excluding any
Royalty) generated from the performance of Reporting Services by such entity;
"Reporting Services" of any entity means consumer credit reporting
services performed by such entity consisting of local, national or inter-bureau
sales of credit reports,
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property appraisals, property surveys, property title reports, mortgage credit
reports or other legal or public information, whether given verbally, in
writing, through access by a computer terminal or otherwise, sales or rentals of
computer terminals, modems and other related equipment and assets used in
connection with consumer credit reporting, pre-screening promotional sales,
account monitoring, scoring and control services, preparation and sales of
extracts, indexes, bulletins and lists, consumer interviews, any other sale of
products or services derived from a consumer credit reporting data base, and any
other types of services performed from time to time by CBI relating to consumer
credit reporting;
"Revenues" of a referenced entity means revenues of that entity, including
revenues of all subsidiaries of the referenced entity, unless such subsidiary is
selling assets to CBI pursuant to Paragraph 10, 11 or 12 hereof;
"Royalty" shall have the meaning ascribed thereto in Paragraph 8(e) of
this Agreement;
"Specified Months" shall have the meaning ascribed thereto in Paragraph
10(a) (i) of this Agreement;
"Stock Sale" shall have the meaning ascribed thereto in Paragraph 13(a) of
this Agreement;
"Subject Guaranteed Amount" shall have the meaning ascribed thereto in
Paragraph 14(c) (ii) of this Agreement;
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"Subject Operating Income" shall have the meaning ascribed thereto in
Paragraph 14(c) (i) of this Agreement;
"Subject Quarter" shall have the meaning ascribed thereto in Paragraph
14(c) of this Agreement;
"Subject Year" shall have the meaning ascribed thereto in Paragraph 14(c)
of this Agreement;
"Subsidiaries" means the Bureaus, Accounts Management and the Acquired
Corporations, collectively;
"Subsidiaries' Appraiser" means one of the largest fifteen (15) investment
banking firms (as measured by total revenues) in the United States as to which
information pertaining to revenues is publicly available, selected by
Subsidiaries to appraise the Subsidiaries' Assets and Liabilities;
"Subsidiaries' Assets and Liabilities" shall have the meaning ascribed
thereto in Paragraph 11(b) of this Agreement;
"Subsidiaries' Current Assets Amount" shall have the meaning ascribed
thereto in Paragraph 11(a) (v) of this Agreement;
"Subsidiaries' Long-Term Debt Amount" shall have the meaning ascribed
thereto in Paragraph 11(a) (v) of this Agreement;
"Subsidiaries' Net Worth Amount" shall have the meaning ascribed thereto
in Paragraph 11(a) (v) of this Agreement;
"Subsidiaries' Underfunding Amount" shall have the meaning ascribed
thereto in Paragraph 11(a) (v) of this Agreement;
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"Sunset Date" shall have the meaning ascribed thereto in Paragraph 13(a)
of this Agreement;
"Termination Notice" shall have the meaning ascribed thereto in Paragraph
12(a) of this Agreement;
"Test Statement" shall have the meaning ascribed thereto in Paragraph
14(c) of this Agreement;
"Third Appraiser" means one of the largest fifteen (15) investment banking
firms (as measured by total revenues) in the United States as to which
information pertaining to revenues is publicly available, selected by mutual
agreement of the CBI Appraiser and the Subsidiaries' Appraiser to appraise the
Subsidiaries' Assets and Liabilities;
"Total Revenue" shall have the meaning ascribed thereto in Paragraph 14(b)
of this Agreement;
"Total Revenue Amount" shall have the meaning ascribed thereto in
Paragraph 10(c) of this Agreement;
"Two-Month Period" shall have the meaning ascribed thereto in Paragraph
4(i) of this Agreement;
"Year-to-Date Guaranteed Amount" shall have the meaning ascribed thereto
in Paragraph 14 (c) (iv) of this Agreement; and
"Year-to-Date Operating Income" shall have the meaning ascribed thereto in
Paragraph 14(c) (iii) of this Agreement;
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II. CONVERSION TO ACROPAC SYSTEM(TM)
1. Conversion Services: (a) Certain automated credit reporting records and
other such files of Bureaus require conversion to permit utilization of the
ACROPAC System(TM) with respect thereto pursuant to this Agreement. CBI shall
convert such automated credit reporting records and other such files of Bureaus
for use on the ACROPAC System(TM) in accordance with the provisions of Paragraph
3 of this Agreement.
(b) Bureaus shall obtain from Bureaus' current provider of automated
credit reporting services the computer documentation, sample files on magnetic
tape, file copies and other pertinent data, information and documents necessary
to accomplish such file conversion by CBI. Any costs incurred by Bureaus'
current provider of automated credit reporting services for preparation and
delivery by such current provider of such data, documents, documentation, sample
files or complete copies, on magnetic tape, of the files and data of Bureaus
maintained or held by such current provider, including, but not limited to,
costs of copying, preparing and shipping of the necessary data, will be borne by
CBI. CBI shall pay for all costs of conversion, including such programming and
related tasks as are necessary to convert Bureaus' files and records from the
system of Bureaus' current provider to the ACROPAC System(TM) data format.
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(c) Bureaus will designate and make available to CBI a representative
qualified to assist in the resolution of issues arising during conversion,
including those involving missing data, incomplete data or data which is
incompatible with the ACROPAC System(TM). CBI shall provide data processing
personnel to accomplish necessary systems and conversion tasks and shall
designate a representative for liaison with Bureaus.
(d) Bureaus shall provide CBI at all reasonable times with access to all
files, records and other material necessary for the conversion of Bureaus' data
and shall permit CBI, or cause CBI to be permitted, to place such equipment on
the premises of Bureaus as is reasonably necessary to effect the conversion of
Bureaus' data to the ACROPAC System(TM).
(e) In preparing Bureaus' magnetic tapes, files and records for conversion
hereunder and in converting the same, CBI shall apply the purge rules as set
forth by Exhibit B hereto.
(f) Bureaus will cooperate with and reasonably assist CBI regarding
conversion of reporting records, files and other information of Bureaus to the
ACROPAC System(TM) as provided in this Paragraph 1.
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2. Master Register System:
(a) Prior to the commencement of conversion, Bureaus shall
reasonably assist CBI in preparing the Master Register System, as described in
Exhibit C attached hereto, for utilization of the ARAPAC II component of the
ACROPAC System(TM).
(b) Prior to the commencement of conversion, Bureaus shall provide
to CBI complete current lists of all customers of Bureaus, along with the
account numbers of each customer and such other information concerning each
customer as CBI shall reasonably request. Upon reCBIpt of said lists and
information, CBI shall assign to each customer of Bureaus new account numbers
compatible with the ACROPAC System(TM). CBI shall also provide Bureaus with a
table reflecting the conversion from the old account numbers to the new numbers.
(c) CBI also shall provide each Bureau from time to time at no
charge with a list of additional account numbers to be assigned to any future
customers of such Bureau in quantities sufficient for such purpose. Each Bureau
shall be responsible for assigning such additional account numbers to new
customers of such Bureau, and such Bureau shall maintain its customer Master
Register on the ACROPAC System(TM) through equipment of such Bureau.
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3. Conversion Completion: CBI warrants that conversion of all records and
files of Bureaus to the ACROPAC System(TM) shall be completed by, and the online
date with respect to all such converted data shall occur no later than, the date
which is eighteen (18) months from the date of this Agreement, at or prior to
7:00 a.m., Eastern Standard/Eastern Daylight Time (the "Online Cut-Over Date").
Bureaus agree to cooperate with CBI in order to complete such conversion by the
Online Cut-Over Date. Each Bureau shall, within thirty (30) days after reCBIpt
of a written request from CBI, provide to CBI the following: (i) a test tape
that consists of at least one percent (1%) of the records and files of such
Bureau to be converted to the ACROPAC System(TM); (ii) information concerning
the record layout, specifications and billing system related to the records and
files to be converted hereunder; and (iii) two (2) complete sets, on magnetic
tape or tapes, of the entire credit reporting file of such Bureau to be
converted hereunder. If CBI fails to convert all such records and files of
Bureaus to the ACROPAC System(TM) by the Online Cut-Over Date, then Bureaus
shall reCBIve monthly credits on invoices, commencing with the first month after
the Online Cut-Over Date, for any lost revenues, extraordinary expenses and
other damages sustained by Bureaus arising from CBI's late conversion of such
records and files (collectively, the "Late Conversion Damages"). Any such
credits for the Late
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Conversion Damages shall be given in addition to any amounts paid by CBI
pursuant to Paragraph 14 of this Agreement, and such credits shall in no event
be deemed a payment made by CBI pursuant to Paragraph 14 of this Agreement.
III. ACROPAC(TM) SERVICES
4. Services Description. Commencing with completion of conversion of all
records and files of any Bureau to the ACROPAC System(TM) or the Online Cut-Over
Date, whichever shall first occur, and for the term of this Agreement:
(a) (i) CBI shall furnish and provide to such Bureau ACROPAC(TM)
online services hereunder for all credit data and records owned or in the
possession of such Bureau, all of which data and records shall be included upon
the ACROPAC System(TM) and identified with respect to such Bureau in accordance
with Paragraph 7 hereof, as such data and records are updated, supplemented and
periodically purged in accordance herewith, and for all consumer credit
reporting and similar or related services based upon or utilizing such data and
records.
(ii) In the service areas listed on Exhibit E attached hereto, such
Bureau shall use, employ and participate in the ACROPAC System(TM), pursuant to
and in accordance with this Agreement exclusively (that is, to the exclusion of
all other automated credit reporting or credit information systems), for all
consumer credit data or records owned or law-
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fully possessed by such Bureau, including all credit reporting data and records
of such Bureau within the ACROPAC System(TM), as identified pursuant to
Paragraph 7 hereto and as updated, supplemented, and periodically purged in
accordance herewith, to the extent such Bureau uses such consumer credit data or
records to provide consumer credit reporting services. In the service areas
listed on Exhibit E attached hereto, CBI shall provide during the term of this
Agreement ACROPAC(TM) online services and other services described herein only
and exclusively to Bureaus, those credit bureaus reCBIving credit reporting
services from CBDC on the date hereof (limited, however, to those zip codes now
assigned to such credit bureaus and identified on Exhibit F), any credit bureaus
acquired in such service areas by CSC or any Bureau, and any customers of any of
the foregoing.
(b) CBI shall have no responsibility whatsoever for the cost,
operation, maintenance or other features of any telecommunication system or
network used by such Bureau or its customers in connection with services
provided under this Agreement from the front-end processor(s) outward to the
customer terminals; provided that CBI shall pay all costs relating to the
network management function and all such front-end processor(s), which are
located at the CBI data processing center in Atlanta, Georgia. CBI agrees to
provide host based network management software for use in isolat-
-20-
ing and resolving communication systems problems and to cooperate fully with
such Bureau in using such software for such function.
(c) For purposes of this Agreement, the term "online" shall mean
direct access to credit information maintained in the ACROPAC System(TM) to
which any Bureau is entitled to access pursuant to, and for purposes or uses
permitted by, this Agreement by means of the appropriate inquiry through a
terminal maintained by such Bureau or by a customer of such Bureau. With respect
to each Bureau, credit reporting services hereunder shall commence on the Online
Cut-Over Date or the completion of conversion of all records and files of such
Bureau to the ACROPAC System(TM), whichever shall first occur.
(d) In accordance with the Autodata Input provisions of Exhibit C
hereto and subject to the provisions of Paragraph 4(i) of this Agreement, CBI
will, at its expense, update each Bureau's credit data subject to this Agreement
with such traditional credit record autodata input from credit grantor sources
which then supply the same to either CBI or such Bureau. Unless CBI specifically
directs to the contrary, such Bureau shall be responsible for obtaining such
automated record data and authorization for its use from suppliers that supply
to such Bureau. From time to time, CBI may obtain and add to each Bureau's
ACROPAC System(TM) files, other data (including that described by Paragraph 7(b)
herein below)
-21-
generally not included within traditional credit grantor trade autodata input.
(e) CBI shall purge credit data on the ACROPAC system(TM) identified
as belonging to such Bureau pursuant to Paragraph 7 hereof in accordance with
the retention requirement of the Fair Credit Reporting Act (15 U.S.C.ss.1681, et
seq.) and the purge rules of CBI as set forth on Exhibit B hereto. Any other
purging of such Bureau's data shall be performed only by mutual consent of CBI
and such Bureau.
(f) Services under this Agreement shall not include the use or sale
of credit data of CBI, any credit bureau owned by CBI or of any Affiliate Bureau
for purposes not authorized by CBI (which purposes shall be authorized by CBI
during times when similar authorization is permitted to any Affiliate Bureau or
credit bureau owned by CBI), and no Bureau shall utilize or sell any such data,
or permit any customer of such Bureau to utilize or sell any such data, for
unauthorized purposes.
(g) CBI shall provide, at CBI's expense, all new product
developments, system enhancements, advertising and promotion of the ACROPAC
System(TM). In connection therewith, a representative of Bureaus shall be
appointed by CBI to the Change Control Board which shall be maintained by CBI
for the purpose of formulating, directing, prioritizing and mon-
-22-
itoring such developments, enhancements, advertising and promotion.
(h) CSC and such Bureau shall be entitled to access all data,
features, functions, components, services, benefits and options of the ACROPAC
System(TM) and other credit reporting or collections systems offered to any
credit bureau owned by CBI or any Affiliate Bureau, at the Most Favored Customer
Rate.
(i) CBI agrees to use its best efforts to cause, during any
two-month period during the term of this Agreement (a "Two-Month Period"):
(1) The ACROPAC System(TM) to be fully operational and accessible
online by terminals of Bureaus and their customers for an average,
computed over the entire said Two-Month Period, of not less than
ninety-eight percent (98%) of the hours indicated in Paragraph 5 of this
Agreement; and
(2) CBI's ACROPAC(TM) average response time per response to Bureaus,
computed over the entire said Two-Month Period, to be not more than ten
(10) seconds; and
(3) Ninety percent (90%) of all non-malfunctioning automated record
data reCBIved by CBI from vendors or any Bureau during said Two-Month
Period to be updated within fourteen (14) days of reCBIpt by CBI, and one
hundred percent (100%) of all such non-malfunctioning automated record
data to be updated within twenty (20) days of reCBIpt by CBI; and new
supplier data reCBIved by CBI in the standard format to be updated within
thirty (30) days of reCBIpt by CBI, and malfunctioning record data that
remains within the control of CBI to be updated within thirty (30) days of
malfunction.
-23-
Should CBI fail to perform to any of the above levels and should
such failure not be caused by the act of a third party outside the control of
CBI, Credit Services' sole remedy shall be to give notice of such failure to CBI
within fifteen (15) days after the end of such Two-Month Period. CBI's sole
obligation with respect to such notice shall be to respond in writing thereto
within fourteen (14) days after reCBIpt thereof as to what efforts will be
undertaken to correct any such failure.
(j) No pre-screening, credit promotions, marketing lists or similar
programs with respect to credit data of CBI, any credit bureau owned by CBI or
of any Affiliate Bureau shall be provided, performed, sold or marketed by any
Bureau except solely upon and pursuant to terms and conditions authorized and
agreed to by CBI (which terms in any event shall not provide for charges higher
than the Most Favored Customer Rate).
(k) Subject to the condition provided in the next sentence, such
Bureau shall be allowed and have the right to use the ACROPAC System(TM) to
obtain, at cost, name and address data of CBI, Bureaus and credit bureaus owned
by CBI for new movers services and to sell such data to customers of such
Bureau. Such right to use of the ACROPAC System(TM) to obtain such data is
conditoned upon CBI agreeing to the
-24-
percentage of its share of revenues from sale of such data to such customers.
5. Time of Performance. CBI shall provide to Bureaus the online credit
reporting services described hereunder on Monday through Friday from 7:30 a.m.
until 1:00 a.m., Saturday from 7:00 a.m. until 10:00 p.m., and on Sunday from
12:30 p.m. until 10:00 p.m., all Eastern Standard Time/Eastern Daylight Time;
provided, however, that, notwithstanding anything hereinabove to the contrary,
no such services shall be provided on Christmas or New Year's Day, and such
services may be interrupted on Sundays for emergency maintenance purposes.
6. Equipment. Each Bureau, at its own expense, hereby agrees to acquire or
retain such data processing equipment compatible with ACROPAC(TM) and required
for such Bureau to operate and perform under this Agreement as shall be
specified by CBI in its reasonable judgment. Such equipment required as of the
date hereof is specified in Exhibit D attached hereto. CBI may specify such
additional or different types or quantities of data processing equipment as CBI
reasonably deems necessary to continue such Bureau's participation on
ACROPAC(TM) and said Bureau agrees to acquire and install the same. In the event
any such equipment is acquired from CBI, the terms, including warranties,
associ-
-25-
ated with acquisition or use thereof shall be solely as set forth in a separate
agreement.
7. Ownership of Data. For all purposes of this Agreement, each Bureau
shall be the owner of all data and information in the ACROPAC System(TM), as
such may be purged, modified or enhanced from time to time, as set forth by the
following:
(a) From and after the Online Cut-Over Date or the completion of
conversion of all credit records and files of a Bureau, whichever shall first
occur, and notwithstanding CBI's failure to properly designate data as belonging
to such Bureau by coding within ACROPAC(TM), such Bureau shall be the owner of
all credit records and files, including credit account data and subject files,
(i) delivered to CBI by such Bureau and pertaining to those subjects residing in
those service areas set forth on Exhibit E which do not have zip codes listed on
Exhibit F, and (ii) delivered to CBI by suppliers of Bureaus, CBI, credit
bureaus owned by CBI or Affiliate Bureaus and pertaining to those subjects
residing in those service areas set forth on Exhibit E which do not have zip
codes listed on Exhibit F.
(b) Notwithstanding any other provisions of this Agreement, each
Bureau shall be deemed to own demographic data included within the ACROPAC(TM)
files identified pursuant to Paragraph 7(a).
-26-
(c) Each Bureau agrees that it shall cease to own any ACROPAC(TM)
credit data described by Paragraphs 7(a) or 7(b) at the time the consumer
subject thereof transfers residence out of the service areas defined by Exhibit
E. Upon such transfer, the credit data for such consumer shall be owned by the
ACROPAC(TM) Affiliate Bureau, if any, which maintains credit data files for an
area encompassing the new residence of such consumer or, if there is no such
Affiliate Bureau, by CBI. CBI agrees that it shall cease to own any ACROPAC(TM)
credit data at the time the consumer subject thereof transfers residence into
the service areas defined by Exhibit E. Upon such transfer, the credit data for
such consumer shall be owned by the Bureau or the Associate, as the case may be,
which maintains credit data files for an area encompassing the new residence of
such consumer.
(d) CBI agrees and warrants that in the event any of the credit
bureaus (the "Associates") listed on Exhibit F attached hereto (all of which are
credit bureaus currently reCBIving credit reporting services from CBDC) cease
using the ACROPAC System(TM), if CBI has the right to deliver, CBI shall
deliver, to Bureaus upon such cessation a copy of the then current credit
records and files (including credit account data, demographic data and subject
files) of such credit bureau contained on the ACROPAC System(TM), together with
the
-27-
right to use and sell information contained in such credit records and files.
8. Charges for ACROPAC System(TM) Services.
(a) Charges of CBI for the online services described in this
Agreement shall be as follows: Each Bureau shall pay to CBI the amount set forth
herein for each billable inquiry as to any credit file or data of such Bureau,
whether such inquiry is made by a customer of such Bureau or any other person or
party. For the purposes of this Agreement, a "billable inquiry" is defined as an
inquiry into the ACROPAC System(TM), by terminal or otherwise, for the purpose
of obtaining a credit report or credit data, whether oral, written or otherwise,
for sale, directly or indirectly, to a customer of such Bureau or any other
person or entity. Any of the following inquiries shall not constitute a billable
inquiry: (i) an inquiry from which it is determined that there is no file on an
individual, unless such inquiry results in a charge to a customer of such
Bureau, and (ii) any other inquiry as to which a report is not sent to a
customer of such Bureau, including, without limitation, an inquiry made by such
Bureau for purposes of performing maintenance on its credit files. Billable
inquiry charges shall be paid only by the Bureau which owns the ACROPAC(TM) file
accessed in all cases; no more than one billable inquiry shall be deemed to have
occurred within twenty-four (24) hours of the first
-28-
inquiry in respect of a single credit report, if such inquiries were made from
the same inquiring account number. A record of all charges for billable
inquiries shall be kept daily by CBI, and CBI shall furnish to each Bureau a
report of such inquiries and the charges made therefor pursuant to Paragraph
8(b) hereof. Each Bureau shall pay to CBI for each billable inquiry the lesser
of (A) the Flat Amount (as hereinafter defined) or (B) the Most Favored Customer
Rate for a billable inquiry.
For purposes of this Agreement, the "Flat Amount" shall be equal to (i) during
the Initial Term, $0.230, (ii) during the first year of any Renewal Term, the
sum of (I) the Flat Amount for the immediately preceding year, plus (II) ten
percent (10%) of the Flat Amount for such immediately preceding year, and (iii)
during any year which is not part of the Initial Term or is not the first year
of any Renewal Term (a "Following Year"), the Flat Amount for the immediately
preceding year increased by the lesser of (X) the percentage increase of the
Most Favored Customer Rate applied by CBI at the beginning of such Following
Year for a billable inquiry or (Y) the percentage increase of the Index for the
month ending immediately prior to the first day of such Following Year over the
Index for the same calendar month occurring in the next preceding year.
-29-
(b) Each Bureau shall be invoiced monthly for charges incurred
hereunder during the month preceding such invoice. Said monthly invoice amount
shall represent all monthly charges made under this Agreement, including,
without limitation, those pursuant to Paragraph 8(a), and including any excise,
use, privilege, or sales or other similar tax or assessment (but excluding any
tax on income or other similar tax) now or hereafter imposed upon such Bureau by
or under the authority of any federal, state or local law, rule or regulation
with respect to the services or materials furnished under this Agreement. All
invoices shall be due and payable by such Bureau within thirty (30) days from
date of reCBIpt of invoice.
(c) CBI and Bureaus shall comply with the procedures and terms of
the Cost Allocation System, as described on Exhibit A hereto or as such terms or
procedures may from time to time be modified or supplemented by CBI in its sole
discretion; provided, however, that in no event shall CBI so modify or
supplement the terms and procedures of the Cost Allocation System as it applies
to Bureaus without so modifying and supplementing the Cost Allocation System
relating to Affiliate Bureaus and credit bureaus owned by CBI. CBI and Bureaus
shall make such payments, charges or remittances as may be due thereunder.
Bureaus specifically acknowledge that such Cost Allocation System is of
significant impor-
-30-
tance to the proper and efficient operation of the ACROPAC System(TM) for the
mutual benefit of CBI, its owned credit bureaus, Bureaus and Affiliate Bureaus.
Each Bureau covenants and agrees that it will refrain from any activities
inconsistent with, or contrary to, the terms or objectives of the Cost
Allocation System.
(d) CBI shall charge Bureaus for services in connection with special
marketing services or similar programs as described in Paragraph 4(j) above at
the Most Favored Customer Rate for such services or programs.
(e) CBI shall pay to Credit Services within thirty (30) days after
the end of each month during the term of this Agreement, $0.07 per billable
inquiry made during such month by any credit bureau or other entity (or customer
thereof), including Bureaus (the "Royalty") regarding a subject residing in a
service area set forth on Exhibit E attached hereto if the credit file on such
subject is not owned by CSC or a Bureau. CBI shall notify Credit Services in
writing as soon as practicable after the end of each month during the term of
this Agreement of the amount of Royalty due Credit Services for such month.
Credit Services shall have the right at reasonable times to inspect and review
the books and records of CBI to insure that all Royalty due Credit Services
hereunder is being paid by CBI to Credit Services in accordance with this
Agreement.
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IV. PUT AND CALL OF ASSETS
9. Certain Calculations; Payments of Consideration.
(a) If an Acquired Corporation has not been owned by CSC or any
Bureau for the entire Calculation Period, then for purposes of calculating the
Acquired Product, the amount of Reporting Revenues, Collection Revenues and
Other Business Revenues generated by such Acquired Corporation during the
Calculation Period shall be deemed to be equal to the respective amounts of
Reporting Revenues, Collection Revenues and Other Business Revenues generated
during the number of months (the "Owned Months") such Acquired Corporation has
been owned by CSC or a Bureau, multiplied by a fraction the numerator of which
is 12 and the denominator of which is the Owned Months,
(b) Any payment to be made by CBI or Equifax to CSC and/or the
Subsidiaries pursuant to the provisions of Article IV or Article V of this
Agreement shall be paid in cash at the offices of Credit Services by cashier's
check drawn on, or by federal funds immediately available at, a financial
institution designated by Credit Services from time to time.
10. Put of Accounts Management Assets and Liabilities.
(a) During the following periods or upon the occurrence of any of
the following events, Accounts Management
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and the Accounts Management Acquired Corporations shall have the right to sell
to CBI, and require CBI to purchase and assume, the Accounts Management Assets
and Liabilities on the terms hereinafter set forth:
1. At any time on or after March 25, 1991 during the term of this
Agreement, but in no event after August 1, 2013;
2. If a Change of Control of CBI or Equifax shall occur during the term
of this Agreement prior to March 25, 1991; or
3. If a Federal Income Tax Law Amendment (as defined in Paragraph 13(a)
hereof) is enacted during the term of this Agreement prior to March
25, 1991 and CBI notifies Accounts Management within three (3) days
after such Federal Income Tax Law Amendment becomes law that due to
such Federal Income Tax Law Amendment Accounts Management and the
Accounts Management Acquired Corporations shall have the right to
sell to CBI, and require CBI to purchase and assume, the Accounts
Management Assets and Liabilities.
CBI shall be bound and obligated to purchase and assume the Accounts Management
Assets and Liabilities from Accounts Management within one hundred eighty (180)
days after reCBIving written notice from Accounts Management and the Accounts
Management Acquired Corporations of their intention to sell the Accounts
Management Assets and Liabilities to CBI; provided, however, that if any federal
governmental department or administrative agency files a motion in any court for
a temporary restraining order restraining CBI's purchase of the Accounts
Management Assets and Liabilities,
-33-
such 180-day period shall be extended by the number of days elapsed between the
filing of such motion and the ruling (including a dismissal) on such motion and
by the number of days, if any, any temporary restraining order granted by such
court is in effect. CBI must notify Accounts Management in writing at least
thirty (30) days prior to the closing of the sale of the Accounts Management
Assets and Liabilities of CBI's intended date of closing of such sale. Subject
to the provisions of Paragraph 10(a) (iii) below, the price which CBI shall pay
for the purchase of the Accounts Management Assets and Liabilities (the
"Accounts Management Assets and Liabilities Price") shall be as follows:
(i) An amount equal to the sum of (A) the product of (I) 3.0,
times (II) the Reporting Revenues of Accounts Management and
the Accounts Management Acquired Corporations generated during
the twelve calendar months immediately preceding the month in
which Accounts Management and the Accounts Management Acquired
Corporations give notice of their intent to sell the Accounts
Management Assets and Liabilities plus (B) the product of
(III) 1.0, times (IV) the Collection Revenues and Other
Business Revenues of Accounts Management and the Accounts
Management Acquired Corporations generated during the twelve
months immediately preceding the month in which Accounts
Management and the Accounts Management Acquired Corporations
give notice of their intent to sell the Accounts Management
Assets and Liabilities. If an Accounts Management Acquired
Corporation or a division of Accounts Management has been
owned by Accounts Management for less
-34-
than the entire twelve calendar months preceding the month in
which Accounts Management gives such notice of its intent to
sell the Accounts Management Assets and Liabilities, then for
purposes of calculating the Reporting Revenues, Collection
Revenues and Other Business Revenues of Accounts Management
and the Accounts Management Acquired Corporations for such
twelve-month period, the Reporting Revenues, Collection
Revenues and Other Business Revenues shall be deemed to
include the respective amount of Reporting Revenues,
Collection Revenues and Other Business Revenues attributable
to each such division or Accounts Management Acquired
Corporation during the number of months (the "Specified
Months") such division or Accounts Management Acquired
Corporation has been owned by Accounts Management, multiplied
by a fraction the numerator of which is 12 and the denominator
of which is the Specified Months;
(ii) Notwithstanding the provisions of the immediately preceding
subparagraph (i), if Accounts Management and the Accounts
Management Acquired Corporations give notice of their intent
to sell the Accounts Management Assets and Liabilities to CBI
and CBI is unable to consummate such purchase of the Accounts
Management Assets and Liabilities within one hundred eighty
(180) days after reCBIving such notice by reason of a
statutory or regulatory provision or an injunction or other
administrative or judicial order prohibiting the consummation
of such purchase (which such provision, injunction or order
shall not be enacted or issued at the request of CBI),
Accounts Management and the Accounts Management Acquired
Corporations shall have the right to withdraw (but shall not
be required to withdraw) their notice of intent to sell and to
exercise their right to renotice their intent to sell and to
sell to CBI at a subsequent time, until such sale is
consummated;
-35-
provided, however, that if such provision or order is enacted
or issued and Accounts Management and the Accounts Management
Acquired Corporations do not withdraw their notice, then if
such provision or order is rescinded or expires or is
otherwise modified or affected, thus enabling CBI to
consummate such purchase of the Accounts Management Assets and
Liabilities, CBI shall have one hundred eighty (180) days from
the date of such rescission, expiration, or other modification
to consummate such purchase. In the event Accounts Management
and the Accounts Management Acquired Corporations withdraw
their notice and exercise their right to renotice their intent
to sell to CBI at a subsequent time, the purchase price of the
Accounts Management Assets and Liabilities at such subsequent
time shall be determined in accordance with the procedure set
forth in Paragraph 10(a) (i) above.
(iii) Notwithstanding the provisions of the immediately preceding
subparagraphs (i) and (ii), the purchase price of the Accounts
Management Assets and Liabilities shall be reduced by any of
the Accounts Management Current Assets Amount, the Accounts
Management Long-Term Debt Amount, the Accounts Management Net
Worth Amount and the Accounts Management Underfunding Amount,
if any such Amount is greater than zero.
(I) "Accounts Management Current Assets Amount" shall be the
amount, if any, by which total current liabilities
(excluding income taxes payable) of Accounts Management
and the Accounts Management Acquired Corporations
exceeds total current assets (excluding cash and cash
equivalents) of Accounts Management and the Accounts
Management Acquired Corporations.
(II) "Accounts Management Long-Term Debt Amount" shall be
the amount, if
-36-
any, by which long-term liabilities excluding current
maturities of Accounts Management and the Accounts
Management Acquired Corporations (excluding notes
payable to parent, other intercompany debt and
Acquisition Debt) exceeds the aggregate book value (net
of accumulated depreciation and amortization) of the
Operating Assets of Accounts Management and the Accounts
Management Acquired Corporations.
(III) "Accounts Management Net Worth Amount" shall be the
amount, if any, by which the total stockholder's equity
of Accounts Management and the Accounts Management
Acquired Corporations is less than zero.
(IV) "Accounts Management Underfunding Amount" shall be the
amount of any "accumulated funding deficiency" (as
defined in Section 302(a) (2) of the Employee Retirement
Income Security Act of 1974, as amended, or any
successor or similar law hereinafter enacted ("ERISA"))
for any employee pension benefit plan (as defined in
Section 3(2) of ERISA) subject to the funding
requirements of Title IV of ERISA sponsored by Accounts
Management or any Accounts Management Acquired
Corporation.
All calculations made pursuant to subparagraph I, II or
III of this subparagraph (iii) shall be made as of the last
day of the month ending on or immediately preceding the date
on which Accounts Management and the Accounts Management
Acquired Corporations give notice of their intention to sell
the Accounts Management Assets and Liabilities. All
calculations made pursuant to subparagraph IV of this
subparagraph (iii) shall be made as of the last day of the
plan year ending on or immediately preceding the date on which
Accounts Management and
-37-
the Accounts Management Acquired Corporations give notice of
their intention to sell the Accounts Management Assets and
Liabilities.
(b) The "Accounts Management Assets and Liabilities" to be purchased and
assumed by CBI shall consist of the following:
(i) all of the assets (except cash and cash equivalents and stock
of any wholly-owned corporation) of Accounts Management;
(ii) all of the assets (except cash and cash equivalents) of the
Accounts Management Acquired Corporations; and
(iii) all commitments and all direct and contingent liabilities of
Accounts Management and the Accounts Management Acquired
Corporations incurred in the ordinary course of business of
Accounts Management or the Accounts Management Acquired
Corporations, as the case may be, including all contracts used
in the ordinary course of business of such entities
(including, for example, office leases, equipment and software
leases, bureau customer contracts and employment contracts),
but excluding the following:
(A) liabilities relating to income taxes accrued by Accounts
Management and the Accounts Management Acquired
Corporations, to other taxes of Accounts Management and
the Accounts Management Acquired Corporations past due
at the time of purchase of the Accounts Management
Assets and Liabilities and to such other taxes that have
not been accrued by Accounts Management and the Accounts
Management Acquired Corporations,
(B) aggregate liabilities relating to litigation of Accounts
Management and the Accounts Management Acquired
-38-
Corporations in excess of $187,500 (it being expressly
agreed that up to $187,500 of liabilities relating to
such litigation shall be included in the Accounts
Management Assets and Liabilities). For purposes of this
subparagraph (b) (iii) (B), the selling entities shall
retain and defend all such litigation and shall have the
right, from time to time, to require CBI to reimburse
such entities for all damages, losses, judgments,
expenses and costs (including attorneys' fees and
expenses) up to an aggregate amount equal to $187,500,
(C) Acquisition Debt of Accounts Management and the Accounts
Management Acquired Corporations, and
(D) Notes payable to parent and other intercompany debt of
Accounts Management and the Accounts Management Acquired
Corporations.
(c) "Accounts Management Acquired Corporations" means those Acquired
Corporations (i) all of the stock or substantially all of the assets of which
are acquired by Accounts Management after the date hereof, and (ii) that at the
time of their respective acquisitions each meet the following test:
The Collection/Reporting Revenue Amount of such Acquired
Corporation shall be equal to or greater than 80% of the aggregate
Total Revenue Amount of such Acquired Corporation.
The "Collection/Reporting Revenue Amount" for any entity shall be
the amount equal to the sum of all Reporting Revenues and Collection Revenues of
such entity
-39-
generated during the fiscal year immediately preceding the date on which such
entity was purchased by CSC and/or a Bureau and/or Accounts Management.
The "Total Revenue Amount" for any entity shall be the amount of all
revenues of such entity generated during the fiscal year immediately preceding
the date on which such entity was purchased by CSC and/or a Bureau and/or
Accounts Management.
(d) Accounts Management shall not purchase any Accounts Management
Acquired Corporation between the date on which Accounts Management and the
Accounts Management Acquired Corporations give CBI notice of their intention to
sell the Accounts Management Assets and Liabilities and the date such sale is
consummated; provided, however, that if such notice is withdrawn by Accounts
Management and the Accounts Management Acquired Corporations pursuant to
paragraph 10(a) (ii) hereof, Accounts Management may purchase any Accounts
Management Acquired Corporation after such withdrawal and prior to any
subsequent notice given by Accounts Management and the Accounts Management
Acquired Corporations to CBI of their intention to sell the Accounts Management
Assets and Liabilities.
11. Put of Subsidiaries' Assets and Liabilities. (a) During the following
periods or upon the occurrence of
-40-
any of the following events, the Subsidiaries shall have the right to sell to
CBI, and require CBI to purchase and assume, the Subsidiaries' Assets and
Liabilities on the terms hereinafter set forth:
1. At any time on or after March 25, 1991 during the term of this
Agreement, but in no event after August 1, 2013;
2. If a Change of Control of CBI or Equifax shall occur during
the term of this Agreement prior to March 25, 1991; or
3. If a Federal Income Tax Law Amendment (as defined in Paragraph
13 (a) hereof) is enacted during the term of this Agreement
prior to March 25, 1991 and CBI notifies the Subsidiaries
within three (3) days after such Federal Income Tax Law
Amendment becomes law that due to such Federal Income Tax Law
Amendment the Subsidiaries shall have the right to sell to
CBI, and require CBI to purchase and assume, the Subsidiaries'
Assets and Liabilities.
CBI shall be bound and obligated to purchase and assume the Subsidiaries' Assets
and Liabilities from the Subsidiaries within one hundred eighty (180) days after
reCBIving a joint written notice from the Subsidiaries of their intention to
sell the Subsidiaries' Assets and Liabilities to CBI; provided, however, that if
any federal governmental department or agency files a motion in any court for a
temporary restraining order restraining CBI's purchase of the Subsidiaries'
Assets and Liabilities, such 180-day period shall be extended by the number of
days elapsed between the filing of such motion and the ruling (including a
dismissal) on such motion and by the
-41-
number of days, if any, any temporary restraining order granted by such court is
in effect. CBI must notify the Subsidiaries in writing at least thirty (30) days
prior to the closing of the sale of the Subsidiaries' Assets and Liabilities of
CBI's intended date of closing of such sale. Subject to the provisions of
Paragraph 11(a) (v) below, the price which CBI shall pay for the purchase of the
Subsidiaries' Assets and Liabilities shall be as follows:
(i) If on or prior to the date ("Designated Date") which occurs
three (3) years prior to the expiration date of the Initial
Term ("Initial Term Expiration Date") the Subsidiaries give
CBI such written notice of their intention to sell the
Subsidiaries' Assets and Liabilities, the purchase price of
the Subsidiaries' Assets and Liabilities shall be (A) if CBI
shall have purchased the Accounts Management Assets and
Liabilities prior to the purchase of the Subsidiaries' Assets
and Liabilities, an amount equal to the greater of (I) Three
Hundred Sixty-Five Million Dollars ($365,000,000), minus the
Accounts Management Assets and Liabilities Price, plus the
Acquired Product (less any part thereof attributable to the
Accounts Management Acquired Corporations), or (II) the sum of
the Collection Product (less any part thereof attributable to
the Collection Revenues of Accounts Management), plus the
Reporting Product (less any part thereof attributable to the
Reporting Revenues of Accounts Management), plus the Acquired
Product (less any part thereof attributable to the Accounts
Management Acquired Corporations), plus the Other Business
Product (less any part thereof attributable to the Other
Business Revenues of Accounts Management), plus $21,716,000,
or (B) if CBI shall not have purchased the Accounts Management
Assets and Liabilities prior to such purchase of the
Subsidiaries' Assets and Liabilities, an amount equal to the
greater of (III) Three Hundred
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Sixty-Five Million Dollars ($365,000,000) plus the Acquired
Product, or (IV) the sum of the Collection Product, plus the
Reporting Product, plus the Acquired Product, plus the Other
Business Product, plus $21,716,000;
(ii) If on a date which occurs after the Designated Date and on or
before the Initial Term Expiration Date, the Subsidiaries give
CBI such written notice of their intention to sell the
Subsidiaries' Assets and Liabilities, the purchase price of
the Subsidiaries' Assets and Liabilities shall be an amount
equal to the sum of the Collection Product plus the Reporting
Product, plus the Acquired Product, plus the Other Business
Product, plus $21,716,000 (less, if CBI shall have purchased
the Accounts Management Assets and Liabilities prior to the
purchase of the Subsidiaries Assets and Liabilities, any part
of the Collection Product, Reporting Product, Acquired Product
and Other Business Product attributable to the Collection
Revenues, Reporting Revenues and Other Business Revenues of
Accounts Management or the Accounts Management Acquired
Corporations, as the case may be);
(iii) If after the Initial Term Expiration Date the Subsidiaries
give CBI such written notice of their intention to sell the
Subsidiaries' Assets and Liabilities, the purchase price of
the Subsidiaries' Assets and Liabilities shall be (a) equal to
an amount mutually agreed upon by CBI and the Subsidiaries as
such purchase price, or (b) if CBI and the Subsidiaries cannot
mutually agree upon such purchase price, determined by
appraisal (which appraisal, if the Accounts Management Assets
and Liabilities have previously been purchased by CBI, shall
not include any value respecting the Accounts Management
Assets and Liabilities) in accordance with the following
procedure:
The CBI Appraiser and the Subsidiaries' Appraiser shall
perform and submit within sixty (60) days after the
Subsidiaries give such written notice of their intention
to sell the Subsidiaries' Assets and Liabilities,
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their respective appraisals of the Subsidiaries' Assets
and Liabilities. If the difference between such
appraisals is an amount equal to or less than ten
percent (10%) of the higher of such appraisals, the
purchase price of the Subsidiaries' Assets and
Liabilities shall be equal to the average of such
appraisals. If the difference between the appraisals
submitted by the CBI Appraiser and the Subsidiaries'
Appraiser is an amount greater than ten percent (10%) of
the higher of such appraisals, then CBI and the
Subsidiaries shall endeavor to mutually agree upon a
purchase price that is equal to or greater than ninety
percent (90%) of the higher of such appraisals. If CBI
and the Subsidiaries cannot so mutually agree, the Third
Appraiser shall perform and submit its appraisal of the
Subsidiaries' Assets and Liabilities within sixty (60)
days after its selection by the CBI Appraiser and the
Subsidiaries' Appraiser. In such event, the CBI
Appraiser and the Subsidiaries' Appraiser shall instruct
the Third Appraiser that its appraisal must fall between
the respective appraisals submitted by the CBI Appraiser
and the Subsidiaries' Appraiser, and the purchase price
of the Subsidiaries' Assets and Liabilities shall then
be equal to the appraisal submitted by the Third
Appraiser.
(iv) Notwithstanding the provisions of the immediately preceding
subparagraphs (i), (ii) and (iii), if the Subsidiaries
initially give notice of their intent to sell the
Subsidiaries' Assets and Liabilities to CBI and CBI is unable
to consummate such purchase of the Subsidiaries' Assets and
Liabilities within one hundred eighty (180) days after
reCBIving such notice by reason of a statutory or regulatory
provision or an injunction or other administrative or judicial
order prohibiting
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the consummation of such purchase (which such provision,
injunction or order shall not be enacted or issued at the
request of CBI), the Subsidiaries shall have the right to
withdraw (but shall not be required to withdraw) their notice
of intent to sell and to exercise their right to renotice
their intent to sell and to sell to CBI at a subsequent time,
until such sale is consummated; provided, however, that if
such provision or order is enacted or issued and the
Subsidiaries do not withdraw their notice, then if such
provision or order is rescinded or expires or is otherwise
modified or affected, thus enabling CBI to consummate such
purchase of the Subsidiaries' Assets and Liabilities, CBI
shall have one hundred eighty (180) days from the date of such
rescission, expiration or other modification to consummate
such purchase. In the event the Subsidiaries withdraw their
notice and exercise their right to renotice their intent to
sell to CBI at a subsequent time, the purchase price of the
Subsidiaries' Assets and Liabilities at such subsequent time
shall be determined in accordance with Paragraph 11(a) (i),
(ii) or (iii), as the case may be, based upon the point in
time that such right to sell is subsequently exercised by
again giving written notice to CBI.
(v) Notwithstanding the provisions of the immediately preceding
subparagraphs (i), (ii), (iii) and (iv), the purchase price of
the Subsidiaries' Assets and Liabilities shall be reduced by
any of the Subsidiaries' Current Assets Amount, the
Subsidiaries' Long-Term Debt Amount, the Subsidiaries' Net
Worth Amount and the Subsidiaries' Underfunding Amount, if any
such Amount is greater than zero.
(I) "Subsidiaries' Current Assets Amount" shall be the
amount, if any, by which total current liabilities
(excluding income taxes payable) of the Subsidiaries
exceeds total current assets (excluding cash and cash
equivalents) of the Subsidiaries.
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(II) "Subsidiaries' Long-Term Debt Amount" shall be the
amount, if any, by which the long-term liabilities
excluding current maturities of the Subsidiaries
(excluding notes payable to parent, other intercompany
debt and Acquisition Debt) exceeds the aggregate book
value (net of accumulated depreciation and amortization)
of the Operating Assets of the Subsidiaries.
(III) "Subsidiaries' Net Worth Amount" shall be the amount, if
any, by which the total stockholder's equity of the
Subsidiaries is less than zero.
(IV) "Subsidiaries' Underfunding Amount" shall be the amount
of any "accumulated funding deficiency" (as defined in
Section 302(a) (2) of ERISA) for any employee pension
benefit plan (as defined in Section 3(2) of ERISA)
subject to the funding requirements of Title IV of ERISA
sponsored by any Subsidiary.
All calculations made pursuant to subparagraph I, II or III of
this subparagraph (v) shall be made as of the last day of the month
ending on or immediately preceding the date on which the
Subsidiaries or CBI, as the case may be, give(s) notice of their or
its intention to sell or purchase, as the case may be, the
Subsidiaries' Assets and Liabilities. All calculations made pursuant
to subparagraph IV of this subparagraph (v) shall be made as of the
last day of the plan year ending on or immediately preceding the
date on which the Subsidiaries or CBI, as the case may be, give(s)
notice of their or its intention to sell or purchase, as the case
may be, the Subsidiaries' Assets and Liabilities.
If CBI purchases the Accounts Management Assets and
Liabilities prior to purchasing the Subsidiaries' Assets and
Liabilities, the total current assets, total current liabilities,
total stockholder's equity, long-term liabilities excluding current
maturities, Operating Assets and employee pension benefit plans of
Accounts Management and the Accounts Management Acquired
Corporations shall
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not be included when making the calculations contemplated by this
subparagraph (v).
(b) The "Subsidiaries' Assets and Liabilities" to be purchased and
assumed by CBI shall consist of the following:
(i) all of the assets (except cash and cash equivalents) of the
Bureaus and, if CBI shall not have previously purchased the
Accounts Management Assets and Liabilities, of Accounts
Management;
(ii) all of the assets (except cash, cash equivalents and, if CBI
shall have previously purchased the Accounts Management Assets
and Liabilities, assets of the Accounts Management Acquired
Corporations) of the Acquired Corporations; and
(iii) all commitments and all direct and contingent liabilities of
the Bureaus, the Acquired Corporations (except, if CBI shall
have previously purchased the Accounts Management Assets and
Liabilities, liabilities of the Accounts Management Acquired
Corporations) and, if CBI shall not have previously purchased
the Accounts Management Assets and Liabilities, of Accounts
Management, incurred in the ordinary course of business of
Bureaus, such Acquired Corporations, or Accounts Management,
as the case may be, including all contracts used in the
ordinary course of business of such entities (including, for
example, office leases, equipment and software leases, bureau
customer contracts and employment contracts), but excluding
the following:
(A) liabilities relating to income taxes accrued by the
Subsidiaries, to other taxes of the Subsidiaries past
due at the time of purchase of the Subsidiaries' Assets
and Liabilities and to such other taxes that have not
been accrued by the Subsidiaries,
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(B) aggregate liabilities relating to litigation of the
Bureaus, the Acquired Corporations and, if CBI shall not
have previously purchased the Accounts Management Assets
and Liabilities, of Accounts Management in excess of
$750,000 (it being expressly agreed that up to $750,000
of liabilities relating to such litigation shall be
included in the Subsidiaries' Assets and Liabilities if
CBI shall not have previously purchased the Accounts
Management Assets and Liabilities, and up to $562,500 of
such liabilities shall be included in the Subsidiaries'
Assets and Liabilities if CBI shall have previously
purchased the Accounts Management Assets and
Liabilities). For purposes of this subparagraph (b)
(iii) (B), the selling entities shall retain and defend
all such litigation and shall have the right, from time
to time, to require CBI to reimburse such entities for
all damages, losses, judgments, expenses and costs
(including attorneys' fees and expenses) up to an
aggregate amount equal to $750,000 or $562,500, as the
case may be,
(C) Acquisition Debt of the Subsidiaries, and
(D) Notes payable to parent and other intercompany debt of
the Subsidiaries.
(c) "Acquired Corporations" means the corporations or other entities
(i) all of the stock or substantially all of the assets of which are acquired by
CSC and/or the Bureaus and/or Accounts Management after the date hereof, (ii)
that are wholly-owned by CSC, directly or through one or more of the Bureaus
and/or Accounts Management, as of the closing of any purchase and sale of the
Subsidiaries' Assets
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and Liabilities, (iii) that individually meet the following test:
TEST 1:
The Collection/Reporting Revenue Amount of any such
corporation or such other entity shall be equal to or greater than
80% of the aggregate Total Revenue Amount of such corporation or
other entity.
and (iv) that collectively meet the following test:
TEST 2:
The corporations and other entities shall have been purchased
by CSC and/or the Bureaus and/or Accounts Management in compliance
with the following schedule:
The aggregate Total Revenue Amounts
of all such corporations and such
other entities purchased by CSC
During the following year and/or the Bureaus and/or Accounts
of any Initial Term or Management during such year shall
Renewal Term: not exceed:
------------------------- ----------------------------------
1 $20,000,000
2 $20,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in year 1
3 $20,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1
and 2
4 $25,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-3
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5 $30,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-4
6 $35,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-5
7 $40,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-6
8 $44,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-7
9 $48,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-8
10 $50,000,000 less the aggregate
Total Revenue Amounts of all
corporations and other entities
purchased by CSC and/or the
Bureaus and/or Accounts
Management in years 1-9
(d) The Bureaus and Accounts Management shall not purchase any
Acquired Corporation between the date on which the Subsidiaries give CBI notice
of their intention to sell the Subsidiaries' Assets and Liabilities and the date
such sale is consummated; provided, however, that if such notice is withdrawn by
the Subsidiaries pursuant to Paragraph 11 (a) (iv)
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hereof, the Bureaus and Accounts Management may purchase any Acquired
Corporation after such withdrawal and prior to any subsequent notice given by
the Subsidiaries to CBI of their intention to sell the Subsidiaries' Assets and
Liabilities.
12. Call of Subsidiaries' Assets and Liabilities. (a) Subject to the
provisions of Paragraph 13 of this Agreement, if on or prior to August 1, 2013
(i) a Change of Control of CSC shall occur while this Agreement is in effect, or
(ii) (A) CSC, Bureaus and, if CBI shall not have purchased the Accounts
Management Assets and Liabilities, Accounts Management give CBI written notice
("Termination Notice") at least six (6) months prior to the expiration of the
Initial Term or any Renewal Term of their intention to terminate this Agreement
at the end of such Initial Term or Renewal Term, as the case may be, and (B) on
or prior to the last day of such Initial Term or Renewal Term, as the case may
be, the Subsidiaries have not notified CBI of their intention to sell the
Subsidiaries' Assets and Liabilities to CBI, then CBI shall have the right to
purchase and assume, and require the Subsidiaries to sell, the Subsidiaries'
Assets and Liabilities to CBI at the applicable purchase price set forth in
Paragraph 11(a)(i), (ii) or (iii) of this Agreement, as the case may be,
depending on the date CBI gives written notice to the Subsidiaries of its
intention to purchase the Subsidiaries' Assets and Liabilities; provided,
however, that such right of CBI shall exist only if CBI gives
-51-
written notice to Subsidiaries within sixty (60) days after such Change of
Control of CSC or the expiration of the Initial Term or Renewal Term, as the
case may be (this Agreement being deemed for such purposes to be in effect
during such sixty (60) days after the expiration of the Initial Term or Renewal
Term, as the case may be, and, if such notice is given, until such purchase is
consummated), of its intention to purchase the Subsidiaries' Assets and
Liabilities from the Subsidiaries. The Subsidiaries shall be bound and obligated
to sell the Subsidiaries' Assets and Liabilities to CBI within one hundred
eighty (180) days after receiving written notice from CBI of its intention to
purchase the Subsidiaries' Assets and Liabilities from the Subsidiaries.
(b) Notwithstanding the provisions of the immediately preceding
subparagraph (a), if CBI gives notice of its intent to purchase the
Subsidiaries' Assets and Liabilities pursuant to such subparagraph (a) and CBI
is unable to consummate such purchase of the Subsidiaries' Assets and
Liabilities within one hundred eighty (180) days after giving such notice by
reason of a statutory or regulatory provision or an injunction or other
administrative or judicial order prohibiting the consummation of such purchase
(which such provision, injunction or order shall not be enacted or issued at the
request of CSC or any Subsidiary), then CBI's right to purchase the
Subsidiaries' Assets and Liabilities shall termi-
-52-
nate upon the expiration of such one hundred eighty (180) days; provided,
however, that CBI shall have the right to purchase, upon the terms set forth in
the immediately preceding subparagraph (a), the Subsidiaries' Assets and
Liabilities upon each new Change of Control of CSC occurring while this
Agreement is in effect and on or prior to August 1, 2013.
(c) If CSC, Bureaus and, if CBI shall not have purchased the
Accounts Management Assets and Liabilities, Accounts Management give CBI a
Termination Notice, then CBI shall provide the services of CBI and the ACROPAC
system(TM) described herein to the Subsidiaries on a month-to-month basis upon
the same terms and conditions contained herein until CBI consummates the
purchase of the Subsidiaries' Assets and Liabilities pursuant to this Paragraph
12 or until the Subsidiaries are able to begin receiving automated credit
reporting data processing services from a Person other than CBI.
13. Conditional Right to Require Stock Sale and Price Adjustment.
(a) If, as a result of an amendment to the federal income tax laws
that becomes law after the date of this Agreement, CBI would not be entitled to
depreciate the credit records and files included in any purchase and sale
described in Paragraphs 10, 11 and 12 ("Asset Sale") unless
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such Asset Sale is consummated by a date which occurs more than thirty (30) days
after the date that the Federal Income Tax Law Amendment becomes law ("Sunset
Date") (such amendment containing such Sunset Date being hereinafter referred to
as a "Federal Income Tax Law Amendment"), and if, without any default by CBI, an
Asset Sale is not consummated before the Sunset Date, the Asset Sale shall be
restructured as a sale of stock of Accounts Management, Credit Services,
Cincinnati and Kansas City ("Stock Sale"), as the case may be, and the price
shall be adjusted as provided in Paragraph 13(b). In connection with such Stock
Sale, the seller shall agree to indemnify CBI against any liabilities of the
entities covered by such Stock Sale which CBI would not have assumed pursuant to
such Asset Sale; provided, the seller shall receive a credit in respect of such
indemnity equal to the assets which would not have been transferred in such
Asset Sale.
(b) If an Asset Sale is converted into a Stock Sale in accordance
with Paragraph 13 (a), the purchase price for the Stock Sale shall be the price
that would have been paid pursuant to Paragraph 10, 11 or 12 in the Asset Sale,
reduced by an amount equal to the excess, if any, of
(1) the amount of federal income tax that the CSC Consolidated Group
would have incurred on an Asset Sale, over
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(2) the amount of federal income tax that the CSC Consolidated Group
incurs on the Stock Sale (determined without regard to any reduction in
tax liability resulting from the indemnity under Paragraph 13 (a) above).
The "CSC Consolidated Group" means the affiliated group of corporations that
file consolidated returns for federal income tax purposes of which CSC is the
common parent and of which the Subsidiaries are members and any successor to
such affiliated group.
13A. Generally Accepted Accounting Principles; Cooperation;
Securities Laws. Collection Revenues, Reporting Revenues and Other Business
Revenues shall be calculated in accordance with generally accepted accounting
principles consistently applied. The Subsidiaries, CSC and CBI agree to
cooperate and to act expeditiously with regard to any filings with government
agencies required in connection with the transactions contemplated by Paragraphs
10, 11, 12 and 13 hereof. CBI, the Subsidiaries and CSC agree that they will not
take any action or execute and deliver any undertakings that will cause any such
transaction not to be exempt under applicable federal and state securities laws.
V. GUARANTEE OF OPERATING INCOME
14. Guarantee. (a) CBI hereby agrees to guarantee during the fiscal
quarters of Credit Services' fiscal years 1989 (excluding all months in fiscal
year 1989 prior to August, 1988), 1990 and 1991, the aggregate operating income
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(the "Operating Income") of Cincinnati, Kansas City, Credit Services, and the
direct and indirect subsidiaries of Credit Services (excluding any Acquired
Corporation owned by any of the foregoing) (collectively, the "Group") upon the
terms and conditions hereinafter set forth.
(b) For purposes of this Agreement, the "Guaranteed Amount" for any
quarter shall mean:
(i) For fiscal months August and September, 1988 (which shall be
deemed a fiscal quarter for purposes of this Paragraph 14),
the greater of (A) $3,189,000 or (B) 16.98% of all revenue
(from any source whatsoever) generated by the Group ("Total
Revenue") during such two month period;
(ii) For each of the last two fiscal quarters of fiscal year 1989,
the greater of (A) $4,814,000 or (B) 16.99% of the Total
Revenue during such quarter;
(iii) For any fiscal quarter occurring during fiscal year 1990, the
greater of (A) $5,550,000 or (B) 18.38% of the Total Revenue
during such quarter; and
(iv) For any fiscal quarter occurring during fiscal year 1991, the
greater of (A) $6,050,000 or (B) 18.13% of the Total Revenue
during such quarter.
(c) Within thirty (30) days after the end of each such fiscal
quarter during Credit Services' fiscal years 1989, 1990 and 1991, Credit
Services shall deliver to CBI a statement (a "Test Statement") which sets forth
the following information in respect of such fiscal quarter (the "Subject
-56-
Quarter") and the fiscal year (the "Subject Year") of which such Subject Quarter
is a part:
(i) the Operating Income of the Group for such Subject Quarter
(the "Subject Operating Income");
(ii) the Guaranteed Amount for such Subject Quarter (the "Subject
Guaranteed Amount");
(iii) the sum of (A) the Subject Operating Income, plus (B) the
aggregate Operating Income of the Group for all fiscal
quarters (the "Preceding Quarters") in such Subject Year
preceding such Subject Quarter (the "Year-to-Date Operating
Income"), excluding, in fiscal year 1989, all Operating Income
of the Group for months prior to August, 1988;
(iv) the sum of (A) the Subject Guaranteed Amount, plus (B) the sum
of all Guaranteed Amounts for the Preceding Quarters (the
"Year-to-Date Guaranteed Amount"), excluding, in fiscal year
1989, any Guaranteed Amounts for months prior to August, 1988;
(v) an amount (the "Net Payment Amount") equal to (A) the sum of
the amounts received under this Article V by Credit Services
from CBI in respect of the Preceding Quarters, reduced by (B)
the sum of the amounts paid by Credit Services to CBI under
this Article V in respect of the Preceding Quarters; and
(vi) the amount of Exit Costs incurred by the Group during such
Subject Quarter.
Payments to be made under this Article V shall be calculated and paid in
accordance with the following procedure:
If the Subject Quarter is the first fiscal quarter of the Subject Year (the
months of August and September, 1988 being deemed the first fiscal quarter of
fiscal year 1989), then:
(I) if the Subject Operating Income is less than the Subject Guaranteed
Amount, then CBI shall pay Credit
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Services within ten (10) days after delivery of the Test Statement
the amount by which such Subject Operating Income is less than such
Subject Guaranteed Amount.
(II) if the Subject Operating Income is equal to or greater than the
Subject Guaranteed Amount, then Credit Services shall not receive
from CBI, and shall not make to CBI, any payment under this Article
V in respect of such Subject Quarter.
If the Subject Quarter is the second, third or fourth fiscal quarter of the
Subject Year (for purposes of this Paragraph 14, fiscal year 1989 being deemed
to contain only three fiscal quarters, consisting of a first, third and fourth
quarters), then:
(I) if the Subject Operating Income is less than the Subject Guaranteed
Amount, then CBI shall pay Credit Services within ten (10) days
after delivery of the Test Statement an amount, if any, equal to the
lesser of (A) the amount by which the Subject Operating Income is
less than the Subject Guaranteed Amount, or (B) the amount by which
the Year-to-Date Guaranteed Amount exceeds the Year-to-Date
Operating Income.
(II) if the Subject Operating Income is greater than the Subject
Guaranteed Amount, then Credit Services shall pay CBI within ten
(10) days after delivery of the Test Statement an amount, if any,
equal to the lesser of (A) the amount by which the Subject Operating
Income exceeds the Subject Guaranteed Amount, or (B) the Net Payment
Amount.
(III) if the Subject Operating Income is equal to the Subject Guaranteed
Amount, then Credit Services shall not receive from CBI, and shall
not make to CBI, any payment in respect of such Subject Quarter.
The payments made under this subparagraph (c) in respect of a Subject Year shall
not be adjusted or affected in any manner by the amount of Operating Income of
the Group for any other
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fiscal year, and the net amount of payments received by Credit Services in
respect of a Subject Year shall never be adjusted after the adjustment
contemplated by this subparagraph (c) for the last fiscal quarter of such
Subject Year.
(d) "Net CBI Liability" shall mean the amount equal to the aggregate
payments made by CBI to Credit Services under this Paragraph 14, reduced by the
aggregate payments made by Credit Services to CBI under this Paragraph 14. The
Net CBI Liability shall not exceed the Cap in any event; provided, however, that
if the conversion of all records and files of Bureaus to the ACROPAC System(TM)
has not been completed by the date which is thirty-two (32) months from the date
of this Agreement, then there shall be no Cap and CBI shall be obligated and
liable for all amounts to be paid by it pursuant to the immediately preceding
subparagraphs (a)-(c) as if no limit on CBI's liability or obligations under
this Article V had been set forth in this subparagraph (d). "Cap" shall mean
(i) $20,000,000, if the conversion to the ACROPAC System(TM) of
all records and files of Bureaus and Associates is completed
on or prior to the date which is twelve (12) months from the
date of this Agreement;
(ii) $25,000,000, if the conversion to the ACROPAC System(TM) of
all records and files of Bureaus and Associates is completed
on or prior to the date which is eighteen (18) months from the
date of this Agreement but later than the date which is twelve
(12) months from the date of this Agreement;
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(iii) an amount equal to $30,000,000 minus the Late Conversion
Damages, if the conversion to the ACROPAC System(TM) of all
records and files of Bureaus and Associates is completed on or
prior to the date which is twenty-four (24) months from the
date of this Agreement but later than the date which is
eighteen (18) months from the date of this Agreement; and
(iv) an amount equal to $40,000,000 minus the Late Conversion
Damages, if the conversion to the ACROPAC System(TM) of all
records and files of Bureaus and Associates is completed on or
prior to the date which is thirty-two (32) months from the
date of this Agreement but later than the date which is
twenty-four (24) months from the date of this Agreement.
Once the Cap has been established and determined pursuant to this subparagraph
(d) and CBI has paid Credit Services a net amount (i.e., after crediting amounts
paid by Credit Services to CBI under this Article V) equal to the Cap, CBI shall
not be required to make any additional payments to Credit Services pursuant to
this Article V.
(e) Operating Income of the Group shall mean net income of the
Group, as calculated in accordance with generally accepted accounting principles
(except for the provisions for income taxes) consistently applied, before the
following: (1) estimated income taxes, (2) general and administrative costs
charged by parent, (3) investment and interest income, (4) interest expense and
(5) interest expense charged by parent. Operating Income of the Group shall be
calculated to reflect and include, but shall not be limited to, charges for
insurance and other personnel and third-party charges
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allocated to Credit Services by CSC, CSC Industry Service Group (or its
successor) general and administrative costs (which such general and
administrative costs shall not exceed in any one fiscal year one percent (1%) of
the Total Revenue generated during such fiscal year, those being 1989 (excluding
Total Revenue generated during any month prior to August, 1988), 1990 and 1991),
and the following costs (the "Exit Costs"): data communications expenses
incurred by the Group in exiting the data processing business, the write-off of
the ARIES System, the write-down of the building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, any termination charges relating to leases to which any of
the Group is a party, severance pay paid to employees of the Group, bonuses paid
to retain employees knowledgeable about the credit reporting business, and other
costs to the Group of exiting the credit reporting data processing business;
provided, however, that the leases listed on Exhibit I attached hereto shall be
assigned (to the extent they may be assigned) by the appropriate member(s) of
the Group to CBI promptly after such member(s) decide(s) such leases are no
longer needed for the operation of its or their business(es), and after such
assignment, such leases shall not be included in the Exit Costs. For purposes of
this Agreement, the Exit Costs which may be charged in order to calculate
Operating Income shall not exceed an aggregate amount of $16,500,000 for fis-
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cal years 1989 (excluding any month in fiscal year 1989 occurring prior to
August, 1988), 1990 and 1991. Total Revenue shall be calculated in accordance
with generally accepted accounting principles consistently applied.
(f) For purposes of establishing CBI's liability for payments under
this Article V, each member of the Group agrees to operate in the ordinary
course of business (except to the extent that such member takes actions in
connection with entering into this Agreement and consummating the transactions
contemplated hereby, including incurring Exit Costs and other expenses arising
out of this Agreement).
(g) CBI shall have the right at reasonable times to inspect and
review the books and records of each member of the Group to insure that the
information contained in the Test Statements is accurate.
VI. DURATION OF THIS AGREEMENT
15. Duration. Subject to earlier termination pursuant to Paragraph 16(a)
hereof, this Agreement shall commence on the date hereof and shall continue for
an initial term of ten (10) years from August 1, 1988 (the "Initial Term").
Unless Accounts Management, Bureaus and CSC shall give written notice to CBI at
least six (6) months prior to the expiration of the Initial Term of Accounts
Management's, Bureaus' and CSC's intention to terminate this Agreement at the
end of such Initial Term, this Agreement, including all
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of its provisions, shall be automatically renewed for an additional term of ten
(10) years (a "Renewal Term") and such automatic renewal of this Agreement shall
continue for successive additional Renewal Terms unless such prior written
notice of desire to terminate shall be given by Accounts Management, CSC and
Bureaus at least six (6) months prior to the expiration of the then current
Renewal Term.
VII. BREACH OF THIS AGREEMENT
16. Breach. (a) Notwithstanding the provisions of Paragraph 15, this
Agreement may be terminated by Accounts Management, CSC and Bureaus or CBI at
any time upon the failure of the other party to pay any sum required to be paid
hereunder promptly when such sum shall become due (it being understood that to
the extent the due date of any payment to be made hereunder is not otherwise
specifically provided for herein, all payments shall be due within thirty (30)
days after receipt of invoice therefor) and the continuance of such failure for
a period of thirty (30) days after notice specifying such failure shall have
been given to such party. Any termination under or pursuant to this Paragraph
16(a) shall be effective one hundred eighty (180) days after the date upon which
the party terminating this Agreement shall have sent to the other party or
parties notice by certified mail of such failure.
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(b) Upon default (other than a default specified in Paragraph 16(a))
by the other party in the performance or breach of any provision, covenant or
warranty of this Agreement and the continuance of such default or breach for a
period of twenty (20) business days (or such longer period as such other party
may reasonably require to cure such default or breach) after notice specifying
such default shall have been given to such party, the non-defaulting party shall
have the right to bring suit for damages or equitable relief, but shall not have
the right to terminate this Agreement. The bringing of such suit shall be the
sole and exclusive remedy of the non-defaulting party for a breach or default
described by this Paragraph 16(b). Without limitation upon the foregoing, the
parties hereto specifically acknowledge that defaults or breaches subject to
this Paragraph 16(b) shall include: (i) the use by any Bureau, or any customer
thereof, of any data of the ACROPAC System(TM) owned by CBI, by any credit
bureau owned by CBI or by any Affiliate Bureau in a manner or for purposes not
authorized by CBI (which purposes shall be authorized by CBI during times when
similar authorization is permitted to any Affiliate Bureau or credit bureau
owned by CBI); (ii) the use by CBI, any credit bureau owned by CBI or any
Affiliate Bureau, or any customer thereof, of any data of the ACROPAC System(TM)
owned by any Bureau in a manner or for purposes not authorized by the Bureau;
(iii)
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failure to use or employ the ACROPAC System(TM) or provide consumer credit
reporting services exclusively (except as contemplated by Paragraph 45 hereof)
in accordance with Paragraph 4 hereof; (iv) assignment of ACROPAC System(TM)
account numbers contrary to the requirements of Paragraph 2 hereof; (v) failure
to comply with the procedures and terms of the Cost Allocation System pursuant
to Paragraph 8(c) hereof; or (vi) any assignment or transfer, or attempted
assignment or transfer, inconsistent with the provisions of Paragraph 29 of this
Agreement.
17. Limitation. Except as specifically provided herein, termination
pursuant to Paragraphs 15 or 16(a) above shall not limit, modify, or be in
substitution for, any of the rights of action or claims under this Agreement, at
law or in equity, which any aggrieved party may otherwise have.
18. Rights Upon Termination. (a) If after CBDC has ceased operating its
data processing center (i) this Agreement is terminated by CBI or Equifax acting
as a debtor in possession, by a trustee appointed to act for CBI or Equifax as a
debtor or by a bankruptcy court in a case filed under the Federal Bankruptcy
Code on behalf of CBI or Equifax, or (ii) any final and non-appealable
administrative or judicial order is issued prohibiting or limiting any provision
of this Agreement relating to the provision by CBI of ACROPAC(TM) services,
then, in the case of (i) above, within sixty (60) days after such
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termination, or in the case of (ii) above, within sixty (60) days after such
order is issued, CBI shall provide to the Bureaus (I) a complete workable
current copy on magnetic tape, as designated by the Bureaus, in CBI format, of
all credit data on the ACROPAC System(TM) belonging to the Bureaus, (II) a copy
of the latest version of the ACROPAC System(TM) and all programs, including
source code, software documentation, training manuals, and other appurtenances
related thereto or derived therefrom, together with the right to use the ACROPAC
System(TM) and all such related rights and properties (which right to use the
ACROPAC System(TM) and such related rights and properties shall be a license
granted by CBI to the Bureaus and shall be evidenced by a written License
Agreement executed by CBI in the form attached hereto as Exhibit G), and (III)
test tapes and assistance in conversion and training of personnel required to
effect such conversion. Said tape referred to in (I) above shall be furnished to
Bureaus at the then current cost to CBI of copying and preparing such complete
tape. Except as set forth herein, CBI shall have no further obligation to
recreate or convert the credit files and records of such Bureau after delivery
of said tape; provided, however, that CBI shall provide, immediately prior to
the commencement of Bureaus' independent operation of their copy of the ACROPAC
System(TM), an updated complete copy on magnetic tape, in CBI format, of all
credit data on the ACROPAC System(TM)
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belonging to the Bureaus. After providing to Bureaus such updated complete
current copy of all credit data on the ACROPAC System(TM) belonging to the
Bureaus and upon receipt of written directives from the Bureaus (and not before
receipt of such written directives), CBI shall purge all such credit data
belonging to the Bureaus from the ACROPAC System(TM). For a period of two (2)
years after Bureau's conversion of said updated complete current copy, CBI shall
not offer on a local level consumer credit reporting services relating to, and
Bureaus shall not offer on a local level consumer credit reporting services
other than those relating to, subjects residing in the areas set forth on
Exhibit E hereto. After Bureau's conversion of said updated complete current
copy, notwithstanding the provisions of Paragraph 8(e) hereof, Bureaus shall
continue to receive Royalty and shall be able to perform local and national
sales using said copy of the ACROPAC System(TM). Prior to the completion of such
conversion by Bureaus of said updated complete current copy, and until Bureaus
have notified CBI in writing that Bureaus are ready to commence their
independent operation of their copy of the ACROPAC System(TM), Bureaus shall
continue, at Bureaus' option, as contract customers of CBI on a month-to-month
basis upon the same terms and conditions contained in this Agreement. In the
case of (ii) above, this
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Agreement shall terminate upon such written notification by Bureaus.
(b) If this Agreement is terminated by any party hereto pursuant to
Paragraph 16 (a), following such termination CBI shall provide the services of
CBI and the ACROPAC System(TM) described herein to Bureaus, at Bureaus' option,
on a month-to-month basis upon the same terms and conditions contained in this
Agreement until the Bureaus are able to begin receiving automated credit
reporting data processing services from a Person other than CBI.
VIII. REPRESENTATIONS, WARRANTIES AND COVENANTS
19. Representations and Warranties of CSC, Bureaus and Accounts
Management. CSC, Bureaus and Accounts Management, jointly and severally,
represent and warrant to CBI as follows:
(a) Organization and Standing. Except as disclosed to CBI in writing
as of the date hereof, each of CSC, the Bureaus and Accounts Management is a
corporation duly organized, validly existing, and in good standing under the
laws of its state of incorporation, is qualified or licensed to transact
business as a foreign corporation in every jurisdiction where the character of
the property owned or leased by it and the nature of the business conducted by
it require it to be so qualified or licensed and where the failure to be so
qualified or licensed would have a material adverse effect on it.
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(b) Authority. Except as disclosed to CBI in writing as of the date
hereof, each of CSC, the Bureaus and Accounts Management has the full corporate
power and authority to execute and deliver this Agreement, to perform hereunder,
and to consummate the transactions contemplated hereby without the necessity of
any act, approval or consent of any other Person whomsoever, except such as have
been, or will be, obtained. This Agreement has been approved by the respective
Boards of Directors, or the Executive Committees thereof, of each of them, and
constitutes the valid and legally binding obligation of each of CSC, the Bureaus
and Accounts Management enforceable against each of them in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws from time to time in effect
which affect the enforcement of creditors' rights generally, and except as
enforcement of remedies may be limited by general equitable principles.
(c) Agreement Does Not Violate Other Instruments. Except as
disclosed to CBI in writing as of the date hereof, the execution and delivery of
this Agreement by each of CSC, the Bureaus and Accounts Management does not, and
the consummation of the transactions contemplated hereby will not, violate any
provisions of the respective Articles of Incorporation, as amended, or Bylaws,
as amended, of each of CSC, the Bureaus and Accounts Management or violate or
constitute an occurrence
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of default under any provision of, or conflict with, result in acceleration of
any obligation under, or give rise to a right by any party to terminate its
obligations under, any mortgage, deed of trust, conveyance to secure debt, note,
loan, lien, lease, agreement, instrument, or any order, judgment, decree or
other arrangement to which each is a respective party or by which each is
respectively bound or by which the respective assets of each are affected.
(d) Litigation. There is no suit, action, proceeding, claim or
investigation pending or threatened against or affecting any of CSC, the Bureaus
or Accounts Management that would impair the ability of any of CSC, the Bureaus
or Accounts Management to consummate the transactions contemplated by this
Agreement.
(e) Unaudited Combined Financial Statements of Credit Services.
Attached hereto as Exhibit H are copies of the unaudited combined balance sheets
of Cincinnati, Kansas City and Credit Services and Credit Services' direct and
indirect subsidiaries, as of March 31, 1988 and June 30, 1988 and the related
unaudited combining statements of earnings and the unaudited combined statements
of changes in stockholder's equity and cash flow for the year ended March 31,
1988 and for the three months ended June 30, 1988, together with related
footnote disclosures as of and for the year ended March 31, 1988 (the "Financial
Statements") and for the three months
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ended June 30, 1988 (for significant changes since March 31, 1988 only), all
prepared in accordance with generally accepted accounting principles
consistently applied, except for the method used by Credit Services in
estimating for income taxes. The Financial Statements have been prepared
internally by Credit Services and fairly present, except for income taxes, the
combined financial condition of Cincinnati, Kansas City, Credit Services and
Credit Services' direct and indirect subsidiaries and the results of their
operations for the periods presented. The amounts included in such Financial
Statements are included in the consolidated accounts of CSC. Any liabilities
incurred or accrued since June 30, 1988 to the date of this Agreement were
incurred or accrued in the ordinary course of business and do not, either
individually or in the aggregate, have a material adverse effect on the combined
assets of Cincinnati, Kansas City, Credit Services and Credit Services' direct
and indirect subsidiaries.
(f) On the date hereof, the Bureaus, Accounts Management and CBDC
own or lease all of the assets used in the Reporting Services and Collection
Services businesses of CSC.
20. Representations and Warranties of Equifax and CBI. Equifax and
CBI, jointly and severally, represent and warrant to CSC, the Bureaus and
Accounts Management as follows:
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(a) Organization and Standing. Each of Equifax and CBI is a duly
organized and validly existing corporation in good standing under the laws of
Georgia, and is qualified or licensed to transact business as a foreign
corporation in every jurisdiction where the character of the property owned or
leased by it and the nature of the business conducted by it require it to be
qualified or licensed, and where the failure to be so qualified or licensed
would have a material adverse effect on it.
(b) Corporate Power and Authority. Each of Equifax and CBI has the
full corporate power and authority to execute and deliver this Agreement, to
perform hereunder, and to consummate the transactions contemplated hereby
without the necessity of any act, approval or consent of any other Person
whomsoever, except such as have been, or will be, obtained. This Agreement has
been approved by the respective Boards of Directors of Equifax and CBI, or the
Executive Committees thereof, and constitutes the valid and binding obligation
of each of Equifax and CBI enforceable against it in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, and other similar laws from time to time in effect
which affect the enforcement of creditors' rights generally, and except as
enforcement of remedies may be limited by general equitable principles.
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(c) Agreement Does Not Violate Other Instruments. The execution and
delivery of this Agreement by Equifax and CBI does not, and the consummation of
the transactions contemplated hereby will not, violate any provisions of the
respective Articles of Incorporation, as amended, or Bylaws, as amended, of
Equifax and CBI or violate or constitute an occurrence of default under any
provision of, or conflict with, result in acceleration of any obligation under,
or give rise to a right by any party to terminate its obligations under, any
mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease,
agreement, instrument, or any order, judgment, decree or other arrangement to
which each is a respective party or by which each is bound or by which the
assets of each are affected.
(d) Litigation. There is no suit, action, proceeding, claim or
investigation pending or threatened against or affecting Equifax or CBI that
would impair the ability of Equifax or CBI to consummate the transactions
contemplated by this Agreement.
21. Covenants of CSC, Bureaus and Accounts Management and CBI. (a)
At the closing of any purchase and sale contemplated by Article IV of this
Agreement, the Subsidiaries, Accounts Management or CSC, as the case may be,
shall deliver to CBI good and marketable title to assets included in the
Subsidiaries' Assets and Liabilities, the Accounts Management
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Assets and Liabilities or to the stock of Credit Services, Cincinnati, Kansas
City or Accounts Management, as the case may be.
(b) CSC covenants that, so long as the provisions of Articles IV and
V of this Agreement remain in effect, it will prepare, or cause to be prepared,
and deliver, or cause to be delivered, to CBI, unaudited quarterly combined
financial statements of Cincinnati, Kansas City and Credit Services (and their
subsidiaries), as soon as available, accompanied by a certificate executed by an
officer of Credit Services certifying that such financial statements have been
prepared in accordance with generally accepted accounting principles (except for
the provisions for income taxes) consistently applied subject to the right, as
permitted by such principles, to choose alternative treatments of certain
matters.
(c) CBI covenants that so long as the provisions of Articles IV and
V of this Agreement remain in effect, it will prepare, or cause to be prepared,
and deliver, or cause to be delivered, to CSC, unaudited quarterly financial
statements of CBI and representative samples of financial statements of bureaus
owned by CBI (without identifying such bureaus), as soon as available,
accompanied by a certificate executed by an officer of CBI certifying that such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied subject
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to the right, as permitted by such principles, to choose alternative treatments
of certain matters.
(d) Equifax covenants that so long as the provisions of Articles IV
and V of this Agreement remain in effect, it will prepare, or cause to be
prepared, and deliver, or cause to be delivered, to CSC, as soon as available,
audited annual financial statements of Equifax, certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
Co. that such financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied subject to the
right, as permitted by such principles, to choose alternative treatments of
certain matters.
IX. MISCELLANEOUS TERMS AND PROVISIONS
22. Limitations Upon Liability of CBI. Notwithstanding anything in
this Agreement to the contrary, CSC and Bureaus agree that the liability of CBI
shall be limited in respect of a breach or default of CBI's obligation to
provide services pursuant to and as described in Articles II and III and
Paragraphs 23 and 25 hereof as follows:
(a) in the event that the default or breach shall be the loss or
destruction of credit data of Bureaus on the ACROPAC System(TM) due to an act or
omission of CBI, CBI shall restore such files through utilization of back-up
load tapes;
(b) in the event that the default or breach shall be the loss or
destruction of equipment of the Bureaus on
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the ACROPAC System(TM) due to an act or omission of CBI, CBI shall replace such
equipment; and
(c) in any other event and as to any other default or breach by CBI,
CBI's liability shall be limited to actual direct damages and indirect
consequential damages suffered or incurred by CSC and Bureaus; provided,
however, that CBI shall not be required to pay in respect of such indirect
consequential damages an amount in excess of the actual insurance proceeds
received in respect of such indirect consequential damages as covered by
insurance, if any, of CBI. CSC and Bureaus shall not ▇▇▇ CBI in order to recover
proceeds of insurance against such indirect consequential damages unless and
until such proceeds have been paid to CBI and not paid to CSC and the Bureaus.
Nothing contained in this subparagraph (c) shall be interpreted to require CBI
to carry any such insurance covering such indirect consequential damages. No
limitation of liability of CBI shall apply in respect of any provision of this
Agreement other than those provisions of Articles II and III and Paragraphs 23
and 25 hereof which obligate CBI to provide services pursuant to and as
described in said Articles II and III and Paragraphs 23 and 25 hereof.
23. Release With Respect to Accuracy of Data. Bureaus hereby release CBI
and CBI hereby releases Bureaus from any and all claims, demands, actions,
causes of action, suits,
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costs, damages, expenses, compensation, penalties, liabilities and obligations
of any kind or nature whatsoever arising out of or relating in any way to
negligent actions concerning inaccurate or invalid information furnished by CBI
to Bureaus or by Bureaus to CBI, as the case may be, in connection herewith;
provided, however, that Bureaus do not hereby release CBI from any claims,
demands, actions, causes of action, suits, costs, damages, expenses,
compensation, penalties, liabilities, and obligations arising out of or relating
in any way to (i) any invalidity or inaccuracy of promotions or pre-screenings
performed by CBI for Bureaus or (ii) any violation by CBI of the Fair Credit
Reporting Act.
24. Modifications to ACROPAC(TM). During the term of this Agreement, CBI
may implement any and all modifications, changes or improvements to or within
the ACROPAC System(TM) or with respect to the procedures or regulations
governing the operations thereof as CBI shall deem necessary, in its sole
discretion after requesting and receiving within a reasonable time the input and
suggestions of Bureaus, to the continued successful operation of ACROPAC(TM) or
the CBI affiliate system, and Bureaus specifically agree to comply therewith.
Any such modifications or improvements as implemented by CBI shall apply equally
to all credit bureaus within the CBI affiliate system.
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25. Compliance With Laws. Subject to and as limited by the provisions of
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ agrees that in the performance by it of services
under this Agreement, CBI will comply in good faith in all material respects
with any federal, state or local laws, ordinances, regulations or administrative
orders specifically pertaining to such services, including but not limited to,
the Fair Credit Reporting Act, as such laws, ordinances, regulations or orders
are presently constituted or as the same from time to time may be amended;
provided, however, that nothing herein shall in any manner or to any extent
alter, lessen, modify or substitute for the obligation of Bureaus to comply in
good faith in all material respects with all such laws, ordinances, regulations
or orders, and Bureaus specifically agree to so comply therewith. In the event
that CBI shall conclude that compliance with any such future or amended law,
ordinance, regulation or order will materially increase the cost of performing
the services of CBI provided for by this Agreement, Bureaus and CBI shall
undertake to agree upon a revised schedule of charges and fees under Paragraph 8
hereof.
26. Force Majeure. Notwithstanding any provisions to the contrary herein
contained, no party hereto shall be liable to the other party for any delay or
interruption in performance as to any obligation hereunder resulting from
governmental emergency orders, judicial or governmental action,
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emergency regulations, sabotage, riots, vandalism, labor strikes, or disputes,
acts of God, fires, electrical failure, major computer hardware or software
failures, equipment delivery delays, acts of third parties, or any other cause,
if such delay or interruption in performance is beyond its reasonable control.
27. Relationship of Parties. Nothing contained in this Agreement shall be
construed as creating a joint venture, partnership, licensor-licensee (except as
otherwise provided in Paragraph 18 of this Agreement), principal-agent or mutual
agency relationship between or among the parties hereto, and no party shall, by
virtue of this Agreement, have any right or power to create any obligation,
express or implied, on behalf of any other party. No party, nor any employee of
a party, shall be deemed to be an employee of another party by virtue of this
Agreement.
28. No Third-Party Benefits. CBI, Accounts Management, CSC and Bureaus
acknowledge, agree and intend that this Agreement is entered into solely for the
respective benefit of each of them, each Acquired Corporation, Naples and the
respective successors and permitted assigns of each, and nothing in this
Agreement shall be construed as giving any person, firm, corporation or other
entity (including, without limitation on the foregoing, any customer of
Bureaus), other than the parties hereto, the Acquired Corporations,
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Naples and the respective successors and permitted assigns of each, any right,
remedy or claim under or in respect of this Agreement or any provision hereof.
29. Assignment. The parties hereto acknowledge the special and unique
purposes of this Agreement and, therefore, agree that, notwithstanding any other
provisions to the contrary contained in this Agreement, neither this Agreement
nor any of the rights or obligations hereunder shall be assignable by any
Bureau, CSC or Accounts Management without the prior written consent of CBI and
Equifax or by CBI or Equifax without the prior written consent of Accounts
Management, CSC and Bureaus; provided, however, that CSC and any affiliate of
CSC shall be permitted to assign this Agreement and their respective rights and
obligations hereunder to any other affiliate of CSC without the prior written
consent of CBI; and provided further, that CBI shall be permitted to assign this
Agreement and its respective rights and obligations hereunder to Equifax or any
affiliate of Equifax without the prior written consent of CSC, the Bureaus and
Accounts Management; and provided further, that any assignment whatsoever shall
contain a provision to the effect that the assignee shall assume and be subject
to the terms of this Agreement and that in no event shall the assignor by such
assignment be relieved of any of its obligations hereunder.
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30. Retention of Credit Data. Except as may be necessary to effect an
orderly transition to a successor data processor, each Bureau specifically
covenants and agrees that during the term of this Agreement, or any renewal
thereof, such Bureau will not sell, transfer or otherwise provide to any other
Person (other than CBI or Equifax or affiliates of such Bureau) duplicates, in
whole or material part, of the consumer credit data and credit files of such
Bureau at any time subject to the ACROPAC System(TM).
31. Remote Terminals. There shall be no restrictions upon the source or
type of remote terminals used by any Bureau, or any of its customers, except
that such terminals shall be compatible with the ACROPAC System(TM).
32. Purchase of Supplies. Bureaus may purchase from CBI Credit Report
Blank Forms 2000-A, 250-WS, 250, as well as such other supplies as CBI may make
available for purchase. CBI will invoice Bureaus pursuant to Paragraph 8(b) of
this Agreement for such supplies purchased at prices equal to the cost incurred
by CBI in obtaining the same, plus handling and shipping expenses of CBI.
33. Sales of Reporting and Collections Businesses. CSC, Bureaus and
Accounts Management covenant that during the term of this Agreement they shall
not, except as contemplated herein, dispose of a material part of their
Collection Services and Reporting Services businesses (except for dispositions
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made in the ordinary course of business or which do not materially adversely
affect the revenues of the Group and the Acquired Corporations, in the
aggregate, or dispositions to another affiliate of CSC).
34. Exclusion of Naples. The parties hereto recognize and agree that the
Credit Bureau of Naples, a credit bureau owned by JHC ("Naples"), shall not
initially receive credit reporting data processing services from CBI pursuant to
this Agreement. If, however, in the future JHC wishes Naples to receive such
data processing services from CBI, CBI shall provide such services and shall
charge for such services upon the terms contained in this Agreement. The assets
and liabilities of Naples shall be included in the Subsidiaries' Assets and
Liabilities (as if Naples were a Bureau) in the sales contemplated by Paragraphs
11 and 12 of this Agreement.
35. CSC Guaranty of Performance. CSC hereby unconditionally guarantees to
CBI the prompt and full performance and payment when due of all obligations set
forth in this Agreement of the Bureaus and Accounts Management and the payment
of all costs and expenses incurred by CBI in enforcing CSC's guaranty, including
reasonable attorneys' fees. CSC's guaranty shall be unlimited as to amount and
shall be a continuing guaranty. CSC hereby waives notice of acceptance of its
guaranty and of any liability to which it applies or may apply. CSC's guaranty
is an absolute guaranty of performance
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and payment and not of collection, and CSC waives any right to require that any
action be brought by CBI against Bureaus and/or Accounts Management prior to
requesting CSC to perform under its guaranty. Should CBI seek to enforce the
obligations of CSC under this guaranty in any court, CSC waives any necessity,
substantive or procedural, that a judgment previously be rendered against
Bureaus and/or Accounts Management, or that any action be brought against
Bureaus and/or Accounts Management, or that Bureaus and/or Accounts Management
be joined in such cause. The obligations of CSC under this guaranty shall not be
affected in any way by receivership, insolvency, bankruptcy or other proceedings
affecting Bureaus and/or Accounts Management.
CBI may at any time, without the consent of or notice to CSC (unless
otherwise required herein), and without impairing or releasing the obligations
of CSC under this guaranty, upon or without any terms or conditions and in whole
or in part: (1) change the manner and terms or extend the time of performance or
payment of, or alter, any obligation of Bureaus and/or Accounts Management
hereby guaranteed, and CSC's guaranty shall apply to said obligations as such
may be changed, extended or altered in any manner; (2) exercise or refrain from
exercising any rights against Bureaus and/or Accounts Management; (3) settle or
compromise any obligations hereby guaranteed or hereby incurred; and (4) apply
any sums
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paid in respect of any obligation of Bureaus and/or Accounts Management
regardless of what other obligations of Bureaus and/or Accounts Management to
CBI remain unpaid.
Notwithstanding any payment made by CSC by reason of this guaranty,
CSC shall not be subrogated to the rights of CBI until all obligations
guaranteed hereunder have been paid or performed. No delay on the part of CBI in
exercising any right hereunder or failure to exercise the same shall operate as
a waiver of such right.
36. Equifax Guaranty of Performance. Equifax hereby unconditionally
guarantees to CSC, Bureaus and Accounts Management the prompt and full
performance and payment when due of all obligations set forth in this Agreement
of CBI and the payment of all costs and expenses incurred by CSC, Bureaus and
Accounts Management in enforcing Equifax's guaranty, including reasonable
attorneys' fees. Equifax's guaranty shall be unlimited as to amount and shall be
a continuing guaranty. Equifax hereby waives notice of acceptance of its
guaranty and of any liability to which it applies or may apply. Equifax's
guaranty is an absolute guaranty of performance and payment and not of
collection, and Equifax waives any right to require that any action be brought
by CSC, Bureaus and Accounts Management against CBI prior to requesting Equifax
to perform under its guaranty. Should CSC, Bureaus and Accounts Management seek
to enforce the obligations of Equifax under
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this guaranty in any court, Equifax waives any necessity, substantive or
procedural, that a judgment previously be rendered against CBI, or that any
action be brought against CBI, or that CBI be joined in such cause. The
obligations of Equifax under this guaranty shall not be affected in any way by
receivership, insolvency, bankruptcy or other proceedings affecting CBI.
CSC, Bureaus and Accounts Management may at any time, without the
consent of or notice to Equifax (unless otherwise required herein), and without
impairing or releasing the obligations of Equifax under this guaranty, upon or
without any terms or conditions and in whole or in part: (1) change the manner
and terms or extend the time of performance or payment of, or alter, any
obligation of CBI hereby guaranteed, and Equifax's guaranty shall apply to said
obligations as such may be changed, extended or altered in any manner; (2)
exercise or refrain from exercising any rights against CBI; (3) settle or
compromise any obligations hereby guaranteed or hereby incurred; and (4) apply
any sums paid in respect of any obligation of CBI regardless of what other
obligations of CBI to CSC, Bureaus or Accounts Management remain unpaid.
Notwithstanding any payment made by Equifax by reason of this
guaranty, Equifax shall not be subrogated to the rights of CSC, Bureaus or
Accounts Management until all obligations guaranteed hereunder have been paid or
performed.
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No delay on the part of CSC, Bureaus or Accounts Management in exercising any
right hereunder or failure to exercise the same shall operate as a waiver of
such right.
37. Notices. All notices, requests, demands, and other communications
hereunder shall be in writing except as expressly stated in this Agreement, and
shall be deemed to have been duly given when received upon delivery by hand or
by certified mail, return receipt requested, addressed as follows:
(a) If to Accounts Management, CSC or the Bureaus:
At the respective addresses set forth on Page 1 of this
Agreement, to the attention of the respective Presidents. A
copy of any notice to any Bureau or Accounts Management shall
also be sent to CSC, to the attention of the President of CSC.
(b) If to CBI or Equifax:
The Credit Bureau, Incorporated of Georgia
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
The parties hereto may, by notice given hereunder, designate any further or
different addresses to which such notices shall be sent.
38. Severability. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
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39. Exhibits. All Exhibits attached hereto are a part of this Agreement
and are expressly incorporated herein.
40. Confidentiality of ACROPAC System(TM). Accounts Management, CSC and
Bureaus acknowledge and agree that CBI is the owner of the ACROPAC System(TM)
and of all interests, programs, codes, software documentation or other
appurtenances related thereto or derived therefrom. Accounts Management, CSC and
Bureaus further acknowledge and agree that the ACROPAC System(TM) and any codes,
procedures or ACROPAC System(TM) documentation are confidential and proprietary
to CBI. Except as contemplated by Paragraph 18 hereof, during the term of this
Agreement and thereafter, Accounts Management, CSC and Bureaus agree to
maintain, and Accounts Management, CSC and Bureaus agree to cause their
respective directors, officers, employees and agents to maintain, in strict
confidence and not to disclose to any other person or entity, all such
information, materials and know-how as may be provided to Accounts Management,
Bureaus or CSC by CBI during the term of this Agreement and to take such actions
as are necessary to protect against disclosure thereof. Except as contemplated
by Paragraph 18 hereof, Accounts Management, CSC and Bureaus shall make no use
of any such information, materials and know-how whatsoever except solely for the
purpose of this Agreement, in accordance with the terms and during the existence
of this Agreement. Unless
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otherwise provided herein, upon the termination of this Agreement, Bureaus will
return to CBI all manuals, materials and documents pertaining to CBI or the
ACROPAC System(TM) obtained from CBI during the term hereof, and all copies and
partial copies thereof.
41. Confidentiality of Information. From time to time during this
Agreement, Accounts Management, CSC and Bureaus may receive from CBI and CBI may
receive from Accounts Management, CSC or any Bureau, confidential, competitive
or commercially sensitive information concerning the business of CBI or CSC or
such Bureau or Accounts Management, as the case may be, marketing, sales or
products of CBI, credit bureaus owned by CBI or of Affiliate Bureaus or of CSC
or such Bureau or Accounts Management, as the case may be, which, when provided
to CSC, Bureaus, Accounts Management or CBI, as the case may be, is not
generally known by the public. CSC, Bureaus, Accounts Management and CBI agree
to maintain and agree to cause their respective directors, officers, employees
and agents to maintain such information in strict confidence, to not disclose
the same to any other person or entity and to take all appropriate action to
protect against disclosure thereof.
42. Injunctive Relief. Accounts Management, CSC, Bureaus and CBI
acknowledge and agree that use or disclosure of the information described by
Paragraphs 40 and 41 of this
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Agreement in a manner inconsistent with this Agreement will give rise to
irreparable injury to CBI or Accounts Management, CSC and Bureaus, as the case
may be, which cannot be adequately compensated in damages and that CBI or
Accounts Management, CSC and Bureaus, as the case may be, may seek and obtain
equitable, injunctive relief to prevent or restrain such unauthorized use or
disclosure, together with any other remedies which may be available to CBI or
Accounts Management, CSC and Bureaus, as the case may be.
43. Use of ACROPAC(TM) Services. Except as provided in Paragraph 18 of
this Agreement, CBI does not convey or transfer, nor does any Bureau obtain any
right or interest in, any of the programs, systems, data or materials utilized
or provided by CBI in the performance of this Agreement. Under this Agreement,
CBI provides ACROPAC(TM) services solely to Bureaus and their customers
(including the credit bureaus located in Hopkinsville, Kentucky, Longview, Texas
and Wichita Falls, Texas) and Bureaus agree that they will not, except as
provided in Paragraph 46 of this Agreement, resell or subcontract such services
to other credit bureaus or to any other Person.
44. CBI Affiliate System. Bureaus specifically acknowledge that CBI
provides to Affiliate Bureaus and credit bureaus owned by CBI ACROPAC(TM)
services from CBI and that CBI maintains procedures for the efficient provision
of such services and coordination among credit bureaus owned by CBI,
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Affiliate Bureaus and CBI. Bureaus agree that they will comply with such
reasonable directives and reasonable guidelines with respect to operation of the
CBI affiliate system and cooperation among credit bureaus owned by CBI,
Affiliate Bureaus and Bureaus as CBI may promulgate from time to time. Except as
contemplated by Paragraph 45 hereof, (i) access by Bureaus, CBI, credit bureaus
owned by CBI and Affiliate Bureaus to the respective files of each shall be only
for obtaining credit data solely for purposes or uses authorized and permitted
by the ACROPAC System(TM) and the bureau so accessed and (ii) no access to, or
use of, credit data from such respective bureau files shall be permitted other
than in accordance with authorization by the accessed bureau and by CBI.
45. No Limitation on Business. Nothing contained in this Agreement shall
prevent, or be construed to prevent, Accounts Management, CSC, the Bureaus and
any direct or indirect subsidiary thereof from entering into or engaging in any
credit reporting, collection or other business of any kind or nature in any area
or locality. Nothing contained in this Agreement shall prevent Accounts
Management, CSC, the Bureaus and any such subsidiary from accessing any
information stored in the ACROPAC System(TM) and then processing and
incorporating such information into any of their products or services, so long
as such parties comply with all applicable laws when using such information. The
charge for each such
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access shall be determined in accordance with Paragraph 8(a) hereof.
46. Conversion of Associates. Credit Services shall use its best efforts
to cause CBDC to assign the service contracts between CBDC and credit bureaus
currently using the data processing services of CBDC to CBI as soon as
practicable after the date of this Agreement. If any such customer of CBDC
refuses to consent to such assignment to CBI, CBI, as a subcontractor of CBDC,
shall provide its services and the services of the ACROPAC System(TM) to such
customer, and Credit Services shall cause CBDC to remit to CBI for the provision
of such services any amounts received by CBDC from such customer for the
performance of services under such service contract of said customer.
47. Credit Bureau of Albuquerque. Credit Services hereby agrees that it
shall not, if both CBI and the Credit Bureau of Albuquerque ("Albuquerque")
have, on or before December 31, 1988, executed a definitive purchase agreement
(providing for the purchase by CBI of all of the assets or stock of Albuquerque)
or a data processing service contract (providing for the furnishing by CBI of
ACROPAC System(TM) services), receive any Royalty with respect to billable
inquiries made regarding subjects residing in New Mexico (except for subjects
residing in the zip codes set forth on Exhibit J attached hereto, which zip
codes are in the service areas of
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the Amarillo Credit Association and Retail Merchant's Association, Inc. located
in Lubbock, Texas). If CBI consummates such purchase of Albuquerque contemplated
by said definitive purchase agreement or provides such ACROPAC(TM) services
pursuant to said service contract, the State of New Mexico (except for the zip
codes set forth on Exhibit J attached hereto) shall be deleted from Exhibit E as
of the date of such definitive purchase agreement or service contract.
48. Special Provisions
(a) In the event that as of any time first occurring after the date
of its acquisition ("acquisition date") by CSC and/or the Bureaus and/or
Accounts Management, an Acquired Corporation (i) conducts a consumer credit
reporting business pertaining to subjects residing in those service areas set
forth in Exhibit E and (ii) either is provided ACROPAC(TM) services by CBI or is
not precluded by a contract between such Acquired Corporation and a third party
from being provided ACROPAC(TM) services by CBI, then the parties hereto and
said Acquired Corporation shall execute an addendum to this Agreement which adds
such Acquired Corporation as a party hereto and which provides that wherever the
term "Bureau" or "Bureaus" appears in the following Paragraphs of this
Agreement, such term shall be deemed to include such Acquired Corporation:
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(A) Paragraphs 1 through 3 (except such Paragraphs shall not apply
if the Acquired Corporation is already an Affiliate Bureau;
and further except that the Online Cut-Over Date shall occur
on a date mutually and reasonably agreeable to CBI and such
Acquired Corporation);
(B) Paragraphs 4 through 8 (except the exclusions as to Exhibit F
set forth in Paragraph 7(a) shall not apply to the extent such
Acquired Corporation owns files on subjects residing in zip
codes listed on Exhibit F)
(C) Paragraphs 16 through 18;
(D) Paragraphs 22 through 25;
(E) Paragraphs 29 through 33;
(F) Paragraphs 36 through 37; and
(G) Paragraphs 40 through 45.
(b) In the event that as of any time first occurring after its
acquisition date, an Acquired Corporation (i) conducts a consumer credit
reporting business pertaining to subjects residing in service areas other than
those set forth in Exhibit E, (ii) is provided ACROPAC(TM) services by CBI or is
not precluded by a contract between such Acquired Corporation and a third party
from being provided ACROPAC(TM) services by CBI, and (iii) if such services are
not being provided by CBI, receives permission from CBI to be served by CBI on
the ACROPAC System(TM) then the parties hereto and said Acquired Corporation
shall execute an addendum to this Agreement which adds such Acquired Corporation
as a party hereto and which provides that wherever the term "Bureau" or
"Bureaus" appears in the following Para-
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graphs of this Agreement, such term shall be deemed to include such Acquired
Corporation:
(A) Paragraphs 1 through 3 (except such Paragraphs shall not apply
if the Acquired Corporation is already an Affiliate Bureau;
and further except that the Online Cut-over Date shall occur
on a date mutually and reasonably agreeable to CBI and such
Acquired Corporation; and further except that the Acquired
Corporation shall pay all costs of conversion of its files);
(B) Paragraphs 4 (a) (i) and 4 (b) through (k);
(C) Paragraphs 5 through 8 (except that references to service
areas in Paragraph 7(a) shall be to service areas covered by
files owned by such Acquired Corporation; further except that
references in Paragraph 7(c) to service areas defined by
Exhibit E shall instead be deemed to be references to service
areas covered by files owned by such Acquired Corporation;
further except that Paragraph 7(d) shall not be applicable
under any circumstance; and further except that a charge for a
billable inquiry under Paragraph 8(a) shall be equal to the
Most Favored Customer Rate);
(D) Paragraphs 16 through 18 (except that the reference in
Paragraph 18 (a) to areas set forth in Exhibit E shall be
deemed to be a reference to the service areas of such Acquired
Corporation);
(E) Paragraphs 22 through 25;
(F) Paragraphs 29 through 33;
(C) Paragraphs 36 through 37; and
(H) Paragraphs 40 through 45.
(c) In the event an Acquired Corporation conducts a consumer credit
reporting business pertaining to subjects residing in service areas other than
those set forth in
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Exhibit E, CSC agrees that (i) if such Acquired Corporation is not provided
ACROPAC(TM) services by CBI, CSC, at CBI's request and to the extent not
prohibited by a contract between such Acquired Corporation and a third party,
will deliver to CBI a copy of the consumer credit reporting file owned by such
Acquired Corporation; (ii) CBI shall have an option to purchase the Acquired
Corporation at a price equal to the price paid by CSC for such Acquired
Corporation, which option shall terminate on the later to occur of (x) the first
anniversary of the acquisition date of such Acquired Corporation or (y) the date
on which conversion of the consumer credit reporting file owned by such Acquired
Corporation is no longer prohibited by a contract between such Acquired
Corporation and a third party; (iii) no such Acquired Corporation shall be
deemed to be an Acquired Corporation for purposes of Article IV hereof; (iv)
except to the extent permitted by CBI, employees of CSC and its affiliates shall
not attend any informational meetings of the Affiliate Bureaus; and (v) promptly
after such an acquisition CBI shall in writing be notified of such acquisition
and shall at its request be furnished with such information which shall be
reasonably adequate to inform CBI regarding its decision regarding its option to
acquire such Acquired Corporation.
49. Survival. Paragraphs 12(a), 12(c), 18(a), 18(b), 40 and 41 hereof
contain certain provisions which, to the extent expressly stated therein, shall
survive the termination hereof.
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50. Headings. The section and other headings in this Agreement are
inserted solely as a matter of convenience for reference and are not a part of
this Agreement.
51. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
52. Waiver of Rights. Failure of any party to enforce any of its
respective rights or remedies hereunder with respect to any specific act or
failure to act of any party shall not constitute a waiver of the rights of such
party to enforce such rights and remedies with respect to any other or
subsequent act or failure to act.
53. Entire Agreement. This Agreement, including the Exhibits hereto,
constitutes the entire Agreement between the parties and supersedes and cancels
any and all prior Agreements between the parties relating to the subject matter
hereof. Neither this Agreement nor any provision hereof may be changed, waived,
discharged or in any manner modified orally, but only by agreement in writing
signed by all parties to this Agreement.
54. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall take effect as an original, and all of which,
together, shall evidence one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
THE CREDIT BUREAU, INCORPORATED
OF GEORGIA
By: /s/ [ILLEGIBLE]
----------------------------------
Title: President
-------------------------------
"CBI"
EQUIFAX INC.
By: /s/ [ILLEGIBLE]
----------------------------------
Title: Senior Vice President
-------------------------------
"EQUIFAX"
COMPUTER SCIENCES CORPORATION
By: /s/ [ILLEGIBLE]
----------------------------------
Title: Vice President
-------------------------------
"CSC"
CSC CREDIT SERVICES, INC.
By: /s/ [ILLEGIBLE]
----------------------------------
Title: President
-------------------------------
"CREDIT SERVICES"
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EXHIBIT A
THE AUTOMATED CREDIT REPORTING ONLINE PACKAGE
(ACROPAC(TM))
SYSTEM DESCRIPTION
-1-
GENERAL DESCRIPTION:
The CBI Automated Credit Reporting Online Package (ACROPAC(TM) or
ACROPAC II System(TM)) is a complete online reporting system designed to utilize
advanced computer systems to upgrade substantially the services and efficiency
of today's credit bureau operations. The system was developed to meet the
changing needs of the credit grantor and to meet the following objectives:
- To provide accuracy of information with speed.
- To provide more complete information required for credit
granting decisions.
- To update, online, existing reference files through automated
methods.
- To be expandable and flexible in order to incorporate new
bureau services as required.
The ACROPAC II SYSTEM(TM) of programs is based upon extensive
computer experience, as well as the analysis of bureau operations and credit
grantor requirements. All processing steps affecting the logic and the decisions
relating to services which the system can provide attempt to serve the desires
of the credit bureau and credit grantor for accuracy, content and usage. These
programs are designed to use contemporary data processing equipment and
communication
-2-
networks. System software encompasses the following primary tasks:
- Conversion of manual records to the online system with edit
rules for accuracy and statistical reports for audit purposes.
- Conversion of automated credit files from other vendors of
computerized reporting services.
- Processing of credit grantor automated account history
information to update and create new files on a periodic
basis. ACROPAC II(TM) offers various programs to extract data
from a wide range of different computer systems and record
formats in order to process such data into the online system.
- Telecommunications software to control and distribute
inquiries and responses to and from the computer center. This
software is designed for reliability and use of low and high
speed communication lines.
- The online software is a combination of many individual
programs designed to provide EDP internal control functions
and also provide the information in correct formats necessary
for transmission and display. This software
-3-
provides for terminal maintenance entry, billing data entry,
editing of input and assistance messages to guide terminal
operators.
- The System produces statistics for participating credit
bureaus to assist in work organization. It maintains control
of all records, including necessary purge functions.
The ACROPAC II System(TM) is designed to support many credit bureaus
from a single computer center location, with a primary objective of providing
required services at minimum operating cost. The concept provides for a
centralized programming and operating organization equipped to guide and develop
online system performance while increasing joint utilization of EDP hardware by
System bureaus.
COMPUTER CENTER HARDWARE
The System Center currently utilizes ▇▇▇▇▇▇ 5880 and 5890 computers.
Reference files are stored on random access disc units, providing large volume
storage and rapid access. The Center supports compatible teletypes for credit
grantor locations and ▇▇▇▇▇▇ 9178 Series Video Display Stations with hardcopy
printers at bureau locations.
-4-
ONLINE BUREAU OPERATIONS
Access and display of reference files for oral reports is
accomplished through ▇▇▇▇▇▇ 9178 Video Display Stations by input of required
identifying information. The Bureau operator enters the following basic items
for file retrieval:
Customer Account Number
Display Type
Customer Name
Person Calling
Name of Subject
Address of Subject
Other items of identifying information can be entered, such as
previous address and social security number, to increase the probability of an
accurate determination concerning the existence of a record on the subject of
the inquiry. After the file has been read to the customer, a charge is
automatically captured by the System.
The procedure for retrieving a file for updating purposes is the
same as that for oral reporting; however, the file is printed by request of the
terminal operator and the billing for that update is entered by the terminal
operator. When the updated information has been obtained, a maintenance entry is
made by the operator to update the
-5-
automated file and a printed report may be requested. The charge of the service
rendered is then entered.
Functions which can be performed by a ▇▇▇▇▇▇ 9178 bureau terminal
operator include:
Request in--file displays
Order hardcopy of displayed file
Automatic capture of in-file and no--file charges
Specific billing entries for standard services
Add maintenance to existing files
Create new files
Delete files and specific items in a file
Instruct printer to start or stop printing
All terminal input information is captured by the online system and
is posted to the file by the ACROPAC II(TM) online update programs. All
transactions performed by the devices are recorded on magnetic tape as well as
disc recording devices for online back-up purposes statistical information
generation. Two level back-ups of the online file provide for file recovery, if
necessary. Such back-ups shall be created no less than once per week. At least
one copy of such back-up will be stored at an off-premises location.
-6-
CUSTOMER (CREDIT GRANTOR) TERMINALS
The ACROPAC II System(TM) provides the necessary software and
communications facilities to support teletype compatible terminals at speeds of
10, 15, 30, 120 and 240 CPS terminals with tape capability at System bureau
customer locations. These terminals provide direct access to the ACROPAC(TM)
automated files. All in-file report charges are automatically captured by the
System at the time of request.
AUTOMATIC PURGING OF OLD INFORMATION
After a bureau is operational on the ACROPAC System(TM), an online
purge program deletes unwanted information, in accordance with legal guidelines,
from files when retrieved. Exhibit B to this Agreement reflects purge rules
currently in effect.
FORM DESTINATION
The System allows each participating bureau to send requests for
updated reports to other bureaus on the System via the terminal. Each bureau can
also return an updated report to an inquiring bureau via the terminal. The form
may then be printed by the bureau receiving the report.
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MARKETING SERVICE CENTER
This center is capable of running CBI's online and off-line system and all
support systems. This site, which is located in another part of the city, will
be used in the event the primary site, housed at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in
Atlanta, Georgia, becomes unavailable.
COST ALLOCATION SYSTEM
The Cost Allocation System is designed to assist the bureau with more aggressive
sales of system files and to assure that all bureaus have an incentive to build
and maintain files with care and quality, thus allowing each bureau a fair
return as file owner. Outlined below is how the Cost Allocation System is
designed:
1. The file owner pays the Billable Inquiry charge regardless of how
the file is sold.
2. The file is billed at the file owner's rate.
3. The file owner receives 100% of the revenue.
4. On direct access terminal (customer) and system to system access -
when Bureau "A's" customer receives a file from Bureau "B" at "B's"
price, then Bureau "A" receives a twenty-five cents ($.25) cost
allocation from Bureau "B". On direct access terminal (customer) and
system to system access - when a CBI national customer receives a
file from
-▇-
▇▇▇▇▇▇ "▇" at "B's" price, then CBI National Sales receives a
twenty-five cents ($.25) cost allocation from Bureau "B".
5. On CRT (inhouse) access - when Bureau "A" receives a file from
Bureau "B" at "B's" price, then Bureau "A" receives a fifty cents
($.50) cost allocation from Bureau "B". On CRT (inhouse) access -
when a CBI national customer receives a file from Bureau "B" at
"B's" price, then CBI National Sales receives a fifty cents ($.50)
cost allocation from Bureau "B".
6. All system files are included in the Cost Allocation System.
7. Cost Allocation will occur on all in-file services.
CREDIT MARKETING SERVICE (CMS)
- CMS will represent the bureau at the national and regional
level on promotion program sales.
- CMS will also assist the bureau on any promotion program sold
by the bureau.
- CMS has a special unit in data processing dedicated to
promotions and Account Monitoring.
-9-
Interface transaction sharing takes place on promotions after data processing
costs have been deducted:
1. CMS completes the sale - 75% of the net revenue goes to the
affiliated bureau as the file owner and CMS receives 25% as the
seller of the program.
2. Affiliated bureau completes the sale - CMS receives 6% of the net
revenue. If the program is confined to one bureau, that bureau
receives 94% of the net revenue.
If the revenue is between CBI or other affiliated bureaus, the owner
of the file receives 75% of the net revenue. The bureau making the
sale receives 25% of total net revenue.
Interface transaction sharing takes place on Account Monitoring after data
processing costs have been deducted:
1. CBI/CMS completes the sale - 75% of the net revenue goes to the
affiliated bureau as the file owner and CBI/CMS receives 25% as the
seller of the program.
2. Affiliated bureau completes the sale - CBI/CMS receives 6% of the
net revenue. If the program is
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confined to one bureau, that bureau receives 94% of the net revenue.
If the revenue is between CBI/CMS or other affiliated bureaus, the owner of the
file receives 75% of the net revenue. The bureau making the sale receives 25% of
total net revenue.
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EXHIBIT B
PURGE RULES FOR ACROPAC SYSTEM(TM)
-12-
ONLINE PURGE RULES APRIL, 1983
TRADE AND NON-MEMBER TRADE----WHOLE LINE 6 YEARS 9 MONTHS FROM THE DATE OF
LAST ACTIVITY (DLA), OR FROM THE DATE OPENED IF NO DATE OF LAST ACTIVITY IS
PRESENT, IF THE CURRENT STATUS IS 2 OR HIGHER. IF NO DATE OF LAST ACTIVITY OR
DATE OPENED PRESENT, PURGE IMMEDIATELY IF CURRENT STATUS IS 2 OR HIGHER.
----WHOLE LINE 5 YEARS FROM DATE OF LAST ACTIVITY, OR FROM DATE REPORTED IF NO
DATE OF LAST ACTIVITY IS PRESENT, IF CURRENT STATUS IS 0, 1 OR BLANK.
----30/60/90 COUNTERS (ONLY) A) IF DATE OF LAST ACTIVITY IS BLANK AND DATE
OPENED IS BLANK OR OLDER THAN 6 YEARS 9 MONTHS AND CURRENT STATUS IS "0" or "1".
B) IF DATE OF LAST ACTIVITY IS PRESENT AND DATE OPENED IS BLANK OR OLDER THAN 6
YEARS 9 MONTHS AND CURRENT STATUS IS "0" or "1" AND MONTHS REVIEWED IS GREATER
THAN 83.
----PREVIOUS HIGH 5 YEARS FROM DATE OF PREVIOUS HIGH.
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----STATUS CODES (A, N, Q, T, U, & X) 6 MONTHS FROM DATE REPORTED. ALL OTHERS 5
YEARS FROM DATE REPORTED.
CHECKING AND SAVINGS----6 MONTHS FROM DATE REPORTED
SPECIAL SERVICE ITEMS----#1, 2, & 6----1 YEAR FROM DATE REPORTED
#5----2 YEARS FROM DATE REPORTED
#4 & 7----NO PURGE
INQUIRIES----2 YEARS FROM DATE OF INQUIRY (LOCAL AND FOREIGN)
NAME, ADDRESSES, EMPLOYMENTS, ID, FILE SINCE, NONRESPONSIBILITY, OTHER INCOME,
DEATH NOTICES, FORMER NAME, AND ALSO KNOWN AS----NO PURGE
COLLECTION ITEMS----6 YEARS 9 MONTHS FROM DATE OF LAST PAYMENT OR DATE ASSIGNED
IF NO DATE OF LAST PAYMENT, FOR BOTH PAID AND UNPAID
-▇▇-
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, JUDGEMENT, DIVORCE, SECURED LOAN, SEPARATE
MAINTENANCE, WAGE EARNER, SUITS, AND FINANCIAL COUNSELOR----6 YEARS 9 MONTHS
FROM DATE FILED
BANKRUPTCY----9 YEARS 9 MONTHS FROM DATE FILED
FOREIGN BUREAU HEADING----1 YEAR FROM DATE REPORTED IF THERE ARE NO ITEMS UNDER
THE HEADING. ITEMS UNDER THE HEADING WILL PURGE ACCORDING TO THE RULES ABOVE FOR
EACH INDIVIDUAL ITEM. THE HEADING WILL NOT PURGE UNTIL THE LAST ITEM UNDER THE
HEADING HAS PURGED.
-15-
EXHIBIT C
DESCRIPTION OF ONLINE SERVICES
-16-
REMOTE BUREAU OPERATIONS
The CBI ACROPAC System(TM) stores and maintains credit bureau
records so that they are distinctively identified and immediately accessible to
bureau terminal operators for oral reporting and file maintenance. Both of these
activities may occur concurrently. Bureau customers with compatible terminals
may also access bureau records, but only to obtain in-file credit reports. Other
bureaus with appropriate telecommunication capabilities may also access ACROPAC
bureau records, but for reports only. In each of these instances, the ACROPAC
System(TM) will automatically note the requestor, the service rendered and the
assigned charge.
Additionally, the records of each bureau are purged in accordance
with the retention sections of the Fair Credit Reporting Act. The purge rules
followed by CBI as of the date of this Agreement are attached hereto as Exhibit
B. The purge program enhances effective reporting, efficient use of equipment
and economical bureau operations.
Transmissions which require written reports will be placed in
storage. On request from the bureau, those reports will be transmitted by
long-line facilities to the bureau processor/printer.
-17-
AUTODATA INPUT
The ACROPAC System(TM) has the capability of merging credit pay
record information from customer accounts receivable magnetic tape into the
individual subject credit files of System bureaus. Subject to the provisions of
the Agreement to which this Exhibit is attached, this service is provided to
each bureau on the ACROPAC System(TM). Subject also to such Agreement, no charge
will be made for the periodic merging with a bureau file base of information
received from any company customer tapes which pertains to subjects residing in
the area described on Exhibit E to this Agreement.
SAFE-GUARDS
CBI employs reasonable methods and measures to safeguard against the
unauthorized use of the information contained in the credit files and records of
System bureaus. These safeguards include the following:
1. Operational procedures in the ACROPAC System(TM) which will validate
a customer's account number before a credit report issues.
2. Customer terminals are not capable of altering any vital information
in the subject files. The
-18-
customer terminal is capable of adding only limited identifying
information to files.
MASTER REGISTER SYSTEM---ARAPAC II
Except as otherwise agreed, Bureaus will receive customer statements
each month in the same format as bureaus owned by CBI. Such statements encompass
the current charges to bureau customers for each month, excluding statements for
off-line billing to such customers as Associated Credit Bureau, Inc. and Credit
Bureau Reports, Inc. This monthly billing service includes accounts receivable
reports. Cycle ▇▇▇▇▇▇▇▇ may be required whereby ▇▇▇▇▇▇▇▇ may be prepared for
various bureaus on the System at different times each month.
The CBI ACROPAC System's(TM) Data Center will transmit a Daily
Record of Revenue to System bureaus, providing a record, by type of report, of
the number of reports produced and the dollar amount charged from the start of
each calendar month. This report offers bureau management a method of reviewing
allocation of manpower resources and of identifying primary sources of revenue
on a timely basis.
-19-
OPERATIONAL AND TECHNICAL SUPPORT
CBI will provide to System bureaus copies of all ACROPAC(TM)
Operating Manuals used by CBI in the operation of CBI automated regional
centers, as the same are revised from time to time. CBI will furnish to each
System bureau the identity of CBI personnel who will act as coordinators between
such bureau and the ACROPAC System(TM) Data Center. Such personnel will inform
bureaus of changes and improvements to the ACROPAC System(TM) and provide
instructions for implementing these changes and improvements.
OTHER SERVICES
The System also forwards statistical reports periodically to
bureaus. These reports reflect individual terminal operator performance and
total credit reporting operations of the bureau. Primary statistical reports
produced include:
A. Daily
Operator Delete Report, on fiche
Terminal Audit Trail, on fiche
Daily Revenue Report, printed in bureau
Daily Transaction Listing, on fiche
-▇▇-
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Daily Production Report, printed in bureau
Terminal Department Deletion Report, printed in bureau
B. Monthly
Customer Accounts Aging Schedule
Final Revenue Report
Statement Registers
Cost Allocation Details
Cost Allocation Statistics
Stats By Customer
Stats By Line Of Service
Zip Code Analysis Report (Available to Bureaus in 120 days
after the date of this Agreement or upon a revision of the
ARAPAC System(TM))
C. On Request
Printed Code Books of Masterfile
Masterfile Labels
Updated Masterfile
-21-
EXHIBIT D
EQUIPMENT REQUIRED FOR CONTINUATION OF
BUREAU OPERATION UNDER ACROPAC SYSTEM(TM)
-22-
EQUIPMENT
▇▇▇▇▇▇ DATA SYSTEMS
9126 - 44C PROCESSOR - 4x4
9126 - 88C PROCESSOR - 8x8
4 PORT 3270 ADAPTER
4 PORT ASYNC ADAPTER
CRTS AND KEYBOARDS
PRINTERS
TELEPHONE SUPPORT EQUIPMENT
9600 BAUD MODEMS
AT&T LONG LINES --------------- TO ATLANTA
DATA SETS AND LOCAL LINES
DIAL BACK-UP SYSTEM
-23-
EXHIBIT E
SERVICE AREAS
-24-
SERVICE AREAS
Arkansas Nebraska
Illinois (except for ▇▇▇▇, DeKalb, New Mexico
DuPage, Grundy, Kane, Kendall,
Lake, ▇▇▇▇▇▇▇ and Will Counties) North Dakota
Indiana Ohio
Iowa Oklahoma
Kansas South Dakota
Kentucky Texas
Bienville, Bossier, Caddo, Claiborne, Wisconsin
Desoto, Jackson, Lincoln, Natchitoches,
Red River, Sabine, Webster, Morehouse,
Oauchita, Richland, Union and West ▇▇▇▇▇▇▇
Parishes, Louisiana
Minnesota
Missouri
-25-
EXHIBIT F
ASSOCIATES AND ASSOCIATES' ZIP CODES
-26-
EXHIBIT G
LICENSE AGREEMENT
This License Agreement ("Agreement") is made by and among The Credit
Bureau, Incorporated of Georgia ("CBI"), CSC Credit Services, Inc. ("CSC"),
Credit Bureau of Cincinnati, Inc. ("Cincinnati"), Credit Bureau of Greater
Kansas City, Inc. ("Kansas City"), ▇▇▇▇▇ Holding Company ("JHC"), and CSC Credit
Services of Minnesota, Inc. ("Minnesota") (CSC, Cincinnati, Kansas City, JHC,
and Minnesota being each hereinafter referred to as a "Bureau" and all of them,
collectively, as "Bureaus") as of this day of ____________, 19___. In
consideration of the grants and mutual covenants made in this Agreement, Bureaus
and CBI agree as follows:
-27-
I. Definitions
1.1 "Permitted Sublicensee" means a corporation, which at the relevant
time, qualifies as the following: An organization wholly owned by a Bureau.
There shall be no more than one Permitted Sublicensee at any one time.
1.2 "The Software" means the most current version (as of the date hereof)
of the CBI Automated Credit Reporting Online Package software system known as
the ACROPAC System(TM).
1.3 "The Software Package" means the Software together with all programs,
object code, source code, software documentation, training manuals and other
appurtenances related thereto or derived therefrom.
2. License Grants
2.1 Licenses. Subject to the terms and conditions of this Agreement, CBI
irrevocably grants to Bureaus:
A. A non-exclusive license to use the Software Package at the
normal respective places of business of each Bureau and
Permitted
-28-
Sublicensee for the purpose of providing services to each
Bureau, Permitted Sub-licensee, and persons to whom credit
reporting or data processing services are provided by each
Bureau or Permitted Sub-licensee;
B. A non-exclusive license to copy the Software solely for
back-up purposes.
2.2 License Limitations: Bureaus shall use the Software Package only for
the purposes described in Paragraph 2.1(A). In addition, Bureaus shall not
market the services provided to others by them utilizing the Software Package
under or by reference to the name "ACROPAC," or any variation thereof, or in any
manner that could reasonably be viewed as indicating the involvement of CBI in
the provision of such services.
3. Delivery, Installation, Documentation, and Training
3.1 Software Installation: Two copies of the Software shall be delivered
in machine readable format on magnetic tape in a format useable at the time of
delivery. Until the system operated by Bureaus is fully operational, CBI shall
-29-
assist Bureaus with the installation of the Software as and when reasonably
requested by Bureaus. During such period, and as and when reasonably requested,
CBI shall provide Bureaus assistance with testing the Software and shall provide
assistance with any other steps necessary to prepare the Software for use by
Bureaus and/or its customers.
3.2 Training: CBI shall provide 180 trainer-days of training to Bureaus
to be used as and when requested by Bureaus. One trainer-day means one day of
training by one qualified instructor. Bureaus may request Phase 1 training,
which means manager training at the offices of CBI in Atlanta, Georgia.
Additionally, Bureaus may request Phase 2 training, which means on-site training
at Bureaus' user locations. Phase 1 training requires one trainer for every
three trainees. Bureaus agree to pay reasonable travel, meals, and lodging
expenses for Phase 2 trainers.
3.3 Documentation: By not later than the completion of the initial
installation of the Software, CBI shall provide to each Bureau one copy of all
educational, training, operations, and user manuals and similar documentation
relating to the Software. Each Bureau may copy all or part of such manuals and
documentation solely for internal use by such Bureau and any Permitted
Sublicensee.
-30-
3.4 Source Code: CBI shall provide to Bureaus upon completion of the
Software installation the most current source code for the Software and one copy
of the most current programmer documentation. Bureaus shall have a
non-exclusive license to enhance, modify, or change the source code or to merge
the source code with other software. Bureaus shall not provide the source code
to third parties other than a Permitted Sublicensee. CBI shall provide technical
training, by qualified instructors, when and as requested by Bureaus, to enable
Bureaus to bring their system online in a fully operational state.
4. License Fees: Bureaus shall not be required to pay CBI any fee for use of
the Software by Bureaus and any Permitted Sublicensee.
5. Confidential Information
5.1 Confidential Information: Bureaus acknowledge that CBI considers the
Software Package and source code to contain confidential information belonging
to CBI, and Bureaus agree and will cause a Permitted Sublicensee at all times to
keep the Software Package confidential and, except as expressly permitted
herein, shall not disclose or permit others to disclose the Software Package or
any portion
-31-
thereof. Bureaus are permitted to disclose the Software Package to its employees
and independent contractors who are required to have knowledge of the Software
Package in the performance of their duties, provided that the Bureaus require
each such employee and independent contractor to keep the Software Package
confidential and enforce such requirement. CBI acknowledges that in the
performance of this Agreement it may have access to information which Bureaus
consider confidential. Each party acknowledges that this Agreement does not
convey title to any confidential information of the other party. CBI shall not
copy, use, disclose, or commercially exploit or allow anyone else to copy, use,
disclose, or commercially exploit the confidential information of the Bureaus
without the express written consent of the Bureaus. CBI shall exercise all
reasonable precautions to prevent access to, use of, or copying of the
confidential information belonging to the Bureaus.
5.2 Liens: Bureaus shall not suffer or permit any lien or encumbrance of
any nature or description to attach to all or any part of the Software Package
or source code.
5.3 Retention of Rights: All applicable rights to patents, copyrights,
trademarks and trade secrets in the Software Package shall remain the sole and
separate property
-32-
of CBI. Any authorized copies of any part of the Software Package shall include
such copyright and other disclosures requested by CBI reasonably required in
connection with the protection of these rights.
6. Warranty of Rights CBI warrants:
(a) that the Software does not infringe any copyright, patent right,
trademark right, trade secret right, or other proprietary rights of any
third party;
(b) that CBI is the owner of the Software and that it has the right
and power to grant the licenses and other rights granted to Bureaus under
this Agreement;
(c) that this Agreement does not violate any other agreement by
which CBI may be bound;
(d) that the Software and other materials hereunder shall be
provided free of all liens, claims, encumbrances and other restrictions
which will interfere with the Bureaus' use and possession described in
this Agreement; and
-33-
(e) that Bureaus' use and possession of the Software and other
materials will not be interrupted or otherwise disturbed by CBI or any
person, firm, or entity asserting a claim under or through CBI.
Subject to the limitations set forth elsewhere in this Section 6, CBI shall
indemnify Bureaus from any violation of the Warranties of Rights provided in
this Section 6 and shall, at its own expense, defend any action to the extent
that such action is a violation of such Warranties of Rights or is based on a
claim which if true would constitute a violation of such Warranties of Rights.
CBI shall have the right to control the defense of all such claims and Bureaus
may only settle such claims (1) with prior written approval from CBI or (2) if
CBI refuses to indemnify Bureaus or defend such claims.
EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS SECTION 6, CBI MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER SUCH
REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT
LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ARISING FROM THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, ARE HEREBY
SPECIFICALLY EXCLUDED.
-34-
EXCEPT WITH RESPECT TO A BREACH OF THE WARRANTY SET FORTH IN SECTION 6
(a), CBI SHALL BE LIABLE TO BUREAUS ONLY FOR DIRECT DAMAGES ARISING FROM A
BREACH OF THIS AGREEMENT AND SHALL NEVER BE OBLIGATED TO OR LIABLE TO BUREAUS
FOR ANY CONSEQUENTIAL DAMAGES ARISING FROM ANY SUCH BREACH.
7. Term and Termination
This Agreement shall be effective when signed by all parties. This
Agreement shall be perpetual, unless Bureaus, in their sole discretion,
terminate this Agreement.
8. Miscellaneous
8.1 Bureaus shall be responsible for compliance with all applicable laws,
rules, and regulations of any competent governmental authority in use and
application of the Software and related materials.
8.2 In the event either party violates any term of this Agreement, the
other party may obtain injunctive relief, specific performance, or any other
relief available at law or in equity. In any action between the parties relating
to this Agreement, the court may award all or any
-35-
part of the costs and expenses relating to such action, including attorneys'
fees, as the court shall deem just.
8.3 This Agreement shall be binding upon the parties' respective
successors and permitted assignees. Neither party may assign this Agreement or
any rights or obligations under this Agreement without the prior written consent
of the other party, and any such attempted assignment shall be void except that
either party may assign its rights and obligations under this Agreement to any
entity controlled by, controlling, or under common control of such party,
provided that such assignee assumes and agrees to perform all of the liabilities
and obligations of the assigning party hereunder.
8.4 Each party shall be excused for any delay or failure to fulfill its
obligations under this Agreement due to causes beyond its control such as
natural disasters, acts of government, strikes of other entities, acts of war,
civil disturbances, court order, or other causes beyond its reasonable control.
8.5 If any clause or provision of this Agreement is deemed or declared
invalid or unenforceable, all other terms and provisions shall remain in full
force and effect.
-36-
8.6 No delay or omission by either party to exercise any right or power
under this Agreement shall impair any such right or power or be construed as a
waiver thereof.
8.7 CBI has the sole right and obligation to supervise, manage, direct,
perform, or cause to be performed the work to be performed by CBI under this
Agreement.
8.8 Except to the extent provided in that certain Agreement for
Computerized Credit Reporting Services and Options to Purchase and Sell Assets,
dated as of August 1, 1988, among the parties thereto, this Agreement contains
the entire understanding of the parties and supercedes all prior written or
verbal agreements or representations regarding the subject hereof. No change or
waiver of any provision of this Agreement shall be valid unless in writing and
signed by the party against whom such change or waiver is sought to be enforced.
No employee, agent, or representative of either party has authority to bind such
party by any oral representation or warranty.
8.9 Wherever under this Agreement one party is required to give notice to
the other, such notice shall be sufficient if given in person, or if mailed by
United States mail, first class postage prepaid, and addressed as follows:
-37-
To CBI:
The Credit Bureau, Incorporated of Georgia
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
To Bureaus:
c/o CSC Credit Services, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: President
THE CREDIT BUREAU, INCORPORATED
OF GEORGIA
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
CSC CREDIT SERVICES, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
-▇▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
CREDIT BUREAU OF GREATER KANSAS
CITY, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
▇▇▇▇▇ HOLDING COMPANY
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
CSC CREDIT SERVICES
OF MINNESOTA, INC.
By:______________________________
Name:____________________________
Title:___________________________
Date:____________________________
-39-
EXHIBIT H
FINANCIAL STATEMENTS
-40-
EXHIBIT I
LEASES TO BE ASSIGNED
DATE OF
LEASE OR
MASTER
LESSOR LEASEE AGREEMENT LEASE AGREEMENT NUMBER
------ ------ --------- ----------------------
1. Comdisco, Inc. CBDC 4/4/81 Master Lease with
Equipment Schedules
No. 15 (2/3/86) and
No. CE-3 (5/26/87)
2. ▇▇▇▇▇▇ Credit 7/10/84 LA-2-84-012
Corporation Services (Master Agreement)
with Equipment
Schedules
No. 1 (7/10/84)
No. 3 (6/24/85)
No. 4 (8/15/85
No. 5 (5/23/86)
No. 6-R1 (7/17/87)
3. Memorex Credit 11/22/85 2432 (Master Lease) with
Finance Services Equipment Schedules
Company No. 1 (11/22/85)
No. 2 (11/22/85)
No. 4 (11/22/85)
No. 5 (5/27/86)
No. 6 (5/27/86)
No. 7 (5/27/86)
No. 8 (8/28/86)
No. 9 (9/18/86)
No. 10 (12/30/86)
No. 15 (12/31/87)
No. 15A (12/3/87)
No. 16 (1/19/88)
No. 17 (2/24/88)
No. 18 (2/24/88)
No. 19 (4/21/88)
▇▇. ▇▇ (▇/▇▇/▇▇)
-▇▇-
▇. ▇▇▇ Credit CSC 6/8/84 2280122 (Master Agreement)
Corporation with Supplements
No.87-016(6/28/87) (CBDC)
No.028723-A(12/30/87) (CBDC)
No.87-045(12/2/87) (CBDC)
No.028723(12/30/87 (CBDC)
-42-
EXHIBIT J
ZIP CODES IN NEW MEXICO OF
AMARILLO CREDIT ASSOCIATION AND
RETAIL MERCHANT'S ASSOCIATION, INC.
(IN LUBBOCK)
LUBBOCK AMARILLO
------- --------
88101 88101
88401
88415
-43-
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 131
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=002
ZIP RANGES TULSA, OK
67333-67333 KS
67337-67337 KS
71820-71820 AR
71822-71823 AR
71830-71830 AR
71832-71833 AR
71836-71836 AR
71841-71842 AR
71846-71846 AR
71851-71854 AR
71865-71866 AR
71927-71928 AR
71932-71932 AR
71936-71937 AR
71944-71945 AR
71953-71953 AR
71971-71973 AR
72701-72702 AR
72717-72717 AR
72727-72730 AR
72735-72735 AR
72741-72741 AR
72744-72744 AR
72753-72753 AR
72764-72764 AR
72769-72770 AR
72774-72774 AR
72821-72821 AR
72826-72826 AR
72835-72736 AR
72850-72850 AR
72855-72855 AR
72859-72859 AR
72863-72863 AR
72865-72865 AR
72901-72904 AR
72906-72906 AR
72913-72914 AR
72916-72916 AR
72920-72921 AR
72923-72924 AR
72926-72941 AR
72943-72951 AR
72955-72956 AR
72959-72959 AR
73027-73027
73061-73061
73077-73077
73449-73449
73701-73716
73718-73723
73725-73739
73740-73749
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 132
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=002
ZIP RANGES
73751-73761
73763-73769
73771-73771
73773-73773
73834-73834
74000-74099
74100-74199
74301-74330
74332-74334
74336-74338
74340-74342
74344-74353
74356-74357
74359-74359
74361-74362
74364-74369
74401-74404
74420-74472
74477-74477
74501-74502
74520-74529
74533-74533
74536-74536
74540-74543
74545-74555
74557-74569
74571-74578
74601-74661
74701-74724
74726-74766
74824-74825
74827-74830
74832-74833
74834-74834 *BEST*
74835-74835
74837-74839
74841-74841
74843-74847
74850-74850
74853-71853
74855-74856
74859-74862
74864-74864 *BEST*
74865-74867
74869-74872
74874-74877
74879-74880
74881-74881 *BEST*
74882-74882
74901-74966
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 135
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=007
ZIP RANGES ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
70546-70546
70549-70549
70591-70591
70601-70602
70605-70606
70609-70609
70611-70612
70615-70616
70630-70637
70639-70643
70645-70669
71223-71223
71403-71403
71437-71437
71439-71439
71443-71443
71446-71446
71459-71459
71461-71461
71463-71463
71474-71475
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 136
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
46713-46713
46750-46750
46770-46770
46783-46783
46792-46792
46911-46911
46914-46914
46919-46919
46921-46921
46926-46926
46928-46928
46930-46930
46933-46933
46938-46938
46940-46941
46943-46944
46946-46946
46951-46954
46957-46959
46962-46962
46970-46971
46973-46974
46980-46980
46983-46984
46986-46987
46989-46992
47326-47326
47336-47336
47348-47348
47359-47359
47369-47369
47371-47371
47373-47373
47381-47381
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 137
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=010
ZIP RANGES AMARILLO, TX
73901-73951
79001-79020
79022-79029 *BEST*
79034-79036
79039-79040
79042-79042
79044-79051
79053-79063
79065-79071
79077-79098
79100-79188
79201-79220
79226-79226
79230-79230
79237-79237
79240-79240
79245-79245
79251-79251
79257-79257
79261-79261
88101-88101 NM
88401-88401 NM
88415-88415 NM
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 142
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇ *BEST*
46514-46517
46526-46526
46540-46540
46542-46543
46550-46550
46553-46553
46565-46565 *BEST*
46573-46573
49112-49112 MI
49130-49130 MI
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 144
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=016
ZIP RANGES ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇ IA *BEST*
51235-51235 IA *BEST*
51237-51237 IA *BEST*
51240-51243 IA *BEST*
51246-51246 IA *BEST*
52749-52749 IA
56116-56116 MN *BEST*
56128-56128 MN *BEST*
56134-56134 MN *BEST*
56135-56135 MN *BEST*
56138-56138 MN
56139-56140 MN *BEST*
56144-56144 MN *BEST*
56147-56147 MN *BEST*
56156-56157 MN *BEST*
56164-56164 MN *BEST*
56170-56170 MN *BEST*
56173-56173 MN *BEST*
56177-56177 MN *BEST*
56186-56186 MN *BEST*
57001-57007
57010-57078
57100-57116
57118-57189
57191-57198
57201-57211
57212-57214 *BEST*
57215-57217
57218-57218 *BEST*
57219-57219
57220-57220 *BEST*
57221-57230
57231-57276
57278-57279
57300-57399
57401-57425
57426-57436
57437-57440
57441-57469
57470-57483
57501-57582
57584-57585
57601-57637
57639-57640
57643-57661
57701-57739
57741-57795
68718-68718 NE
67827-68727 NE
68730-68730 NE
68736-68736 NE
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 145
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=016
ZIP RANGES
68760-67860 NE
68774-68774 NE
68783-68783 NE
68786-68786 NE
68792-68792 NE
AR918 88043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 147
TABLE NAME=88043 TABLE DATE=08/01/88
CENTER=000 BUREAU=019
ZIP RANGES ▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 56514 MN
56520 - 56520 MN
56522 - 56522 MN
56525 - 56525 MN
56529 - 56530 MN
56534 - 56536 MN
56543 - 56543 MN * BEST *
56546 - 56547 MN
56549 - 56549 MN
56552 - 56553 MN
56560 - 56560 MN
56565 - 56565 MN
56579 - 56580 MN
56582 - 56582 MN
56585 - 56585 MN
56594 - 56594 MN
58001 - 58002
58003 - 58003 * BEST *
58004 - 58008
58009 - 58010
58011 - 58011 * BEST *
58012 - 58013
58014 - 58015
58016 - 58018
58020 - 58021
58023 - 58024
58027 - 58029
58030 - 58037
58038 - 58041
58042 - 58043
58047 - 58049
58051 - 58054
58057 - 58063
58064 - 58064 * BEST *
58065 - 58065
58067 - 58070
58071 - 58071 * BEST *
58072 - 58072
58075 - 58075
58077 - 58079
58081 - 58081
58102 - 58103
58105 - 58109
58152 - 58152
58429 - 58429
58432 - 58432
58436 - 58436
58439 - 58439
58441 - 58441
58447 - 58447
58461 - 58462
58469 - 58469
58471 - 58471
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 148
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=019
ZIP RANGES
58474-58474
58479-58480
58490-58490
58492-58492
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 151
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=023
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
55018-55019
55021-55021
55026-55027
55041-55041
55046-55046
55049-55049
55052-55053
55058-55060
55066-55066
55081-55081
55086-55089
55310-55310
55314-55314
55332-55332
55333-55333 *BEST*
55335-55335
55342-55342
55901-55903
55904-55904 *BEST*
55905-55905
55909-55920
55921-55921 *BEST*
55922-55931
55932-55992
56001-56010
56013-56024
56025-56025 *BEST*
56026-56029
56030-56030 *BEST*
56031-56038
56039-56039 *BEST*
56040-56051
56052-56052 *BEST*
56053-56055
56056-56056 *BEST*
56057-56059
56060-56060 *BEST*
56061-56062
56063-56063 *BEST*
56064-56070
56072-56079
56080-56080 *BEST*
56081-56084
56085-56085 *BEST*
56087-56098
56101-56101
56110-56115
56117-56127
56129-56133
56136-56137
56141-56143
56145-56145
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 152
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=023
ZIP RANGES
56149-56155
56159-56162
56165-56169
56171-56171
56174-56176
56178-56181
56183-56185
56187-56187
56201-56201
56209-56209
56212-56214
56216-56216 *BEST*
56218-56218
56220-56220
56222-56224
56229-56230
56232-56232
56234-56234
56237-56239
56241-56242
56245-56245
56247-56247
56251-56251
[ILLEGIBLE]-56258
56260-56266
56270-56270
56272-56272
56275-56275
56277-56277
56279-56279 *BEST*
56280-56282
56283-56290
[ILLEGIBLE]-56295
56297-56297
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 153
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=024
ZIP RANGES ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇ *BEST*
79021-79021 *BEST*
79027-79027
79031-79032
79041-79041 *BEST*
79043-79043 *BEST*
79052-79052 *BEST*
79063-79064 *BEST*
79072-79073
79082-79082 *BEST*
79088-79088 *BEST*
79220-79220 *BEST*
79222-79222
79229-79229 *BEST*
79231-79231 *BEST*
79235-79236 *BEST*
79241-79241 *BEST*
79242-79242
79243-79244 *BEST*
79248-79248 *BEST*
79249-79249
79250-79250 *BEST*
79256-79258 *BEST*
79301-79314
79315-79315 *BEST*
79316-79324
[ILLEGIBLE]-79325 *BEST*
79326-79341
79342-79342 *BEST*
79343-79354
79355-79355 *BEST*
79356-79358
79359-79360 *BEST*
79361-79399
79401-79499
88101-88101} NM *BEST*
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 155
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=026
ZIP RANGES ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
50227-50227
50401-50401
50420-50420
50421-50421 *BEST*
50423-50423 *BEST*
50424-50426
50427-50428
50430-50432
50433-50433 *BEST*
50434-50436
50438-50441
50444-50446
50447-50447 *BEST*
50448-50450
50452-50454
50455-50455 *BEST*
50456-50461
50464-50469
50470-50470 *BEST*
50471-50473
50475-50479
50481-50482
50484-50484 *BEST*
50602-50607
50610-50611
50612-50612 *BEST*
50613-50614
50616-50616
50619-50621
50622-50626
50628-50629
50630-50631
50633-50634
50635-50636 *BEST*
50638-50638
50640-50645
50647-50648
50649-50649 *BEST*
50650-50653
50655-50655 *BEST*
50657-50662
50665-50671
50673-50674
50676-50677
50680-50682
50701-50707
52001-52001
52030-52033
52039-52040
52043-52049
52051-52056
52060-52060
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 156
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=026
ZIP RANGES
52064-52079
52101-52101
52130-52130 *BEST*
52132-52132 *BEST*
52133-52133
52135-52136
52139-52140
52141-52141 *BEST*
52142-52142
52144-52144
52146-52147
52150-52151
52154-52160
52l61-52161 *BEST*
52162-52172
52175-52175
52207-52207
52210-52210
52224-52224 *BEST*
52326-52326
52329-52329
52435-52435
53518-53518 WI
53554-53554 WI
53569-53569 WI
53573-53573 WI
53801-53818 WI
53820-53520 WI
53824 53825 WI
53827-53827 WI
61001-61001 IL
61025-61025 IL
61028-61028 IL
61036-61036 IL
61041-61041 IL
61059-61059 IL
61075-61075 IL
61086-61085 IL
61087-61087 IL
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 168
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=038
ZIP RANGES TERRE HAUTE, IN
42101-42102 KY
42120-42120 KY
42122-42123 KY
42127-42128 KY
42130-42131 KY
42134-42134 KY
42141-42141 KY
42150-42150 KY
42152-42153 KY
42156-42156 KY
42159-42160 KY
42163-42164 KY
42170-42171 KY
42201-42202 KY
42206-42207 KY
42209-42210 KY
42219-42219 KY
42235-42235 KY
42250-42252 KY
42256-42257 KY
42259-42259 KY
42261-42261 KY
42263-42265 KY
42267-42268 KY
42270-42276 KY
42283-42285 KY
42287-42288 KY
47438-47438
47441-47441 *BEST*
47443-47443 *BEST*
47445-47445 *BEST*
47449-47449 *BEST*
47453-47453 *BEST*
47465-47465 *BEST*
47471-47471 *BEST*
47596-47596
47801-47809
47830-47834
47836-47838
47840-47842
47845-47866
47868-47872
47874-47882
47884-[ILLEGIBLE]
47928-47928
47966-47966
47974-47974
47985-47985
61912-61912 IL *BEST*
61917-61917 IL *BEST*
61920-61920 IL *BEST*
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 169
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=038
ZIP RANGES
61938-61938 IL *BEST*
61940-61940 IL *BEST*
61943-61944 IL *BEST*
61948-61949 IL *BEST*
61955-61955 IL *BEST*
62413-62413 IL
62420-62420 IL
62423-62423 IL
62427-62427 IL
62433-62433 IL
62440-62441 IL *BEST*
[ILLEGIBLE]-62442 IL
62447-62447 IL *BEST*
62449-62449 IL
62451-62451 IL
62454-62454 IL
62464-62464 IL
62469-62469 IL *BEST*
62477-62478 IL
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 170
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
23030-23030
23083-23083
23105-23105
23147-23147
23801-23805
23821-23899
23901-23975
24529-24529
24580-24580
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 174
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=045
ZIP RANGES ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
65001-65001
65011-65038
65040-65055
65058-65067
65069-65085
65101-65102
65106-65106
65109-65109 *BEST*
65231-65231
65251-65251 *BEST*
65262-65262 *BEST*
65401-65401
65435-65436
65440-65441
65443-65443 *BEST*
65446-65446
65449-65449
65452-65452
65456-65459
65461-65463
65470-65470
65473-65473
65486-65486 *BEST*
65532-65532
65534-65536
65540-65542
65550-65550
65552-65552
65556-65556
65559-65560
65565-65565
65572-65572
65580-65580
65582-65582 *BEST*
65583-65583
65786-65786 *BEST*
66201-66204 KS
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 175
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
64752-64752
64755-64756
64759-64759
64762-64762
64766-64766
64769-64769
64801-64874
66701-66701 KS *BEST*
66702-66702 KS
66710-66714 KS *BEST*
66715-66715 KS
66716-66720 KS *BEST*
66721-66723 KS
66724-66725 KS *BEST*
66726-66726 KS
66727-66728 KS *BEST*
66730-66730 KS *BEST*
66731-60751 KS
66753-66759 KS
66761-66766 KS
66768-66799 KS
67330-67332 KS
67336-67336 KS
67341-67342 KS
67350-67350 KS
67354-67354 KS
67356-67357 KS
67365-67365 KS
72711-72714 AR
72718-72718 AR
72722-72722 AR
72732-72734 AR
72736-72736 AR
72739-72739 AR
72743-72743 AR
72745-72745 AR
72747-72747 AR
72751-72751 AR
72756-72756 AR
72761-72761 AR *BEST*
72767-72768 AR
72771-72771 AR
74331-74331 OK
74335-74335 OK
74339-74339 OK
74343-74343 OK
74354-74355 OK
74358-74358 OK
74360-74360 OK
74363-74363 OK
74370-74370 OK
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 176
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=047
ZIP RANGES MICHIGAN CITY, IN
46301-46301
46303-46303 *WIDE AREA 0001*
46304-46304
46307-46307 *WIDE AREA 0001*
46310-46310
46311-46311 *WIDE AREA 0001*
46319-46321 *WIDE AREA 0001*
46322-46322
46323-46327 *WIDE AREA 0001*
46340-46342
46345-46351
46355-46356 *WIDE AREA 0001*
46360-46360
46365-46365
46366-46366 * BEST *
46367-46368
46371-46373
46374-46374 * BEST *
46375-46377 *WIDE AREA 0001*
46379-46381
46382-46384
46390-46393
46394-46394 *WIDE AREA 0001*
46401-46404 *WIDE AREA 0001*
46405-46405
46406-46411 *WIDE AREA 0001*
46531-46531
46532-46532 * BEST *
46534-46534 [ILLEGIBLE]
46560-46560
46574-46574
46925-46925
46960-46960
46968-46968
46985-46985
46996-46996
47922-47922
47943-47943
47946-47946
47948-47948
47951-47951
47957-47957
47963-47964
47977-47978
49116-49117 MI * BEST *
49128-49128 MI * BEST *
49129-49129 MI
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 178
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
63339-63339
63345-63345
63351-63353
63361-63361
63363-63364
63371-63371
63382-63382
63384-63384
63388-63388
63401-63402
63431-63431
63433-63439
63441-63441
63446-63448
63452-63452
63456-63465
63467-63471
63530-63530
63532-63534
63537-63538
63549-63549
63552-63552
63656-63656
65010-65010
65039-65039
65056-65056
65068-65068
65201-65230
65231-65231 * BEST*
65232-[ILLEIGIBLE]
65286-65286 * BEST*
65287-65299
65370-65370
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 180
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=053
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇▇
44057-44066
44068-44086
44088-44099
44101-44199
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 188
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ - 41121 KY * WIDE AREA 0001 *
41127 - 41127 KY * WIDE AREA 0001 *
41131 - 41131 KY * WIDE AREA 0001 *
41135 - 41135 KY * WIDE AREA 0001 *
41137 - 41137 KY * WIDE AREA 0001 *
41139 - 41139 KY * WIDE AREA 0001 *
41141 - 41141 KY * WIDE AREA 0001 *
41144 - 41145 KY * WIDE AREA 0001 *
41156 - 41156 KY * WIDE AREA 0001 *
41158 - 41158 KY * WIDE AREA 0001 *
41163 - 41163 KY * WIDE AREA 0001 *
41166 - 41166 KY * WIDE AREA 0001 *
41169 - 41170 KY * WIDE AREA 0001 *
41174 - 41175 KY * WIDE AREA 0001 *
41179 - 41179 KY * WIDE AREA 0001 *
41183 - 41184 KY * WIDE AREA 0001 *
41189 - 41189 KY * WIDE AREA 0001 *
41229 - 41229 KY * WIDE AREA 0001 *
43076 - 43076 * WIDE AREA 0001 *
43101 - 43101 * WIDE AREA 0001 *
43106 - 43106 * WIDE AREA 0001 *
43111 - 43111 * WIDE AREA 0001 *
43115 - 43115 * WIDE AREA 0001 *
43121 - 43121 * WIDE AREA 0001 *
43127 - 43128 * WIDE AREA 0001 *
43135 - 43135 * WIDE AREA 0001 *
43138 - 43138 * WIDE AREA 0001 *
43142 - 43142 * WIDE AREA 0001 *
43144 - 43145 * WIDE AREA 0001 *
43149 - 43149 * WIDE AREA 0001 *
43152 - 43152 * WIDE AREA 0001 *
43158 - 43158 * WIDE AREA 0001 *
43160 - 43160 * WIDE AREA 0001 *
43701 - 43720 * WIDE AREA 0001 *
43722 - 43799 * WIDE AREA 0001 *
43801 - 43803 * WIDE AREA 0001 *
43805 - 43830 * WIDE AREA 0001 *
43836 - 43836 * WIDE AREA 0001 *
43842 - 43845 * WIDE AREA 0001 *
43914 - 43915 * WIDE AREA 0001 *
43931 - 43931 * WIDE AREA 0001 *
43946 - 43946 * WIDE AREA 0001 *
45105 - 45105 * WIDE AREA 0001 *
45144 - 45144 * WIDE AREA 0001 *
45601 - 45601 * WIDE AREA 0001 *
45610 - 45631 * WIDE AREA 0001 *
45633 - 45636 * WIDE AREA 0001 *
45638 - 45638 * WIDE AREA 0001 *
45640 - 45640 * WIDE AREA 0001 *
45642 - 45662 * WIDE AREA 0001 *
45669 - 45698 * WIDE AREA 0001 *
45701 - 45701 * WIDE AREA 0001 *
DATE 08/03/88 TIME 17.30.41 PAGE 188
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=054
ZIP RANGES
45719 - 45721 * WIDE AREA 0001 *
45723 - 45730 * WIDE AREA 0001 *
45732 - 45732 * WIDE AREA 0001 *
45734 - 45[ILLEGIBLE] * WIDE AREA 0001 *
45738 - 45746 * WIDE AREA 0001 *
45750 - 45750 * WIDE AREA 0001 *
45760 - 45761 * WIDE AREA 0001 *
45763 - 45764 * WIDE AREA 0001 *
45766 - 45789 * WIDE AREA 0001 *
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 203
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=061
ZIP RANGES ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 50847 * BEST *
50864 - 50864
51446 - 51447 * BEST *
51501 - 51503
51510 - 51510
51521 - 51521
51525 - 51527
51529 - 51534
51536 - 51537
51540 - 51542
51545 - 51546
51548 - 51551
51553 - 51557
51559 - 51566
51570 - 51571
51573 - 51579
51601 - 51601
51630 - 51632
51636 - 51641
51645 - 51645
51647 - 51647
51649 - 51650
51652 - 51653
51655 - 51656
68110 - 68110 NE
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 208
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=064
ZIP RANGES ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 71005 LA * BEST *
71019 - 71019 LA * BEST *
71025 - 71025 LA * BEST *
71027 - 71027 LA * BEST *
71030 - 71030 LA * BEST *
71032 - 71032 LA * BEST *
71035 - 71036 LA * BEST *
71046 - 71046 LA * BEST *
71049 - 71050 LA * BEST *
71052 - 71052 LA * BEST *
71063 - 71063 LA * BEST *
71065 - 71065 LA * BEST *
71078 - 71078 LA * BEST *
71406 - 71406 LA * BEST *
71419 - 71419 LA * BEST *
71429 - 71429 LA * BEST *
71449 - 71449 LA * BEST *
71453 - 71453 LA * BEST *
71462 - 71462 LA * BEST *
71486 - 71486 LA * BEST *
75631 - 75631 * BEST *
75633 - 75633 * BEST *
75637 - 75637 * BEST *
75639 - 75639 * BEST *
75641 - 75641 * BEST *
75643 - 75643 * BEST *
75652 - 75652 * BEST *
75658 - 75658 * BEST *
75662 - 75662 * BEST *
75666 - 75667 * BEST *
75669 - 75669 * BEST *
75673 - 75673 * BEST *
75680 - 75682 * BEST *
75684 - 75685 * BEST *
75687 - 75687 * BEST *
75689 - 75689 * BEST *
75691 - 75691 * BEST *
75757 - 75757 * BEST *
75759 - 75761 * BEST *
75763 - 75764 * BEST *
75766 - 75766 * BEST *
75772 - 75772 * BEST *
75779 - 75780 * BEST *
75784 - 75788 * BEST *
75801 - 75802
75832 - 75832
75834 - 75835
75839 - 75839
75843 - 75845
75847 - 75847
75849 - 75849
75851 - 75851
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 209
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=064
ZIP RANGES
75856 - 75856
75858 - 75858
75861 - 75863
75865 - 75865
75901 - 75901
75925 - 75927
75929 - 75931
75934 - 75935
75937 - 75937
75939 - 75939
75941 - 75941
75943 - 75949
75954 - 75954 * BEST *
75958 - 75963
75968 - 75969
75972 - 75976 * BEST *
75978 - 75978
75980 - 75980
77326 - 77326
77332 - 77332
77335 - 77335
77350 - 77351
77360 - 77360
77370 - 77370
78961 - 78961 * BEST *
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 210
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=065
ZIP RANGES ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 62274 IL
62832 - 62832 IL
62888 - 62988 IL
62901 - 62901 IL
62905 - 62907 IL
62910 - 62910 IL
62913 - 62914 IL
62916 - 62916 IL
62918 - 62918 IL
62920 - 62927 IL
62929 - 62929 IL
62932 - 62932 IL
62936 - 62936 IL
62938 - 62939 IL
62941 - 62942 IL
62948 - 62948 IL
62951 - 62[ILLEGIBLE] IL
62957 - 62957 IL
62959 - 62964 IL
62966 - 62967 IL
62969 - 62976 IL
62979 - 62979 IL
62983 - 62983 IL
62985 - 62985 IL
62988 - 62990 IL
62992 - 62996 IL
62998 - 62999 IL
63620 - 63621
63623 - 63623
63625 - 63625
63629 - 63629
63632 - 63636
63638 - 63638
63645 - 63646
63650 - 63650
63654 - 63655
67658 - 63659
63662 - 63663
63665 - 63666
63669 - 63669
63673 - 63673
63675 - 63676
63701 - 63799
63801 - 63882
63901 - 63967
72310 - 72310 AR
72313 - 72313 AR
73215 - 72315 AR
73221 - 72321 AR
72329 - 72330 AR
72338 - 72339 AR
72350 - 72351 AR
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE [ILLEGIBLE]
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=065
ZIP RANGES
72370 - 72370
72381 - 72381
72388 - 72388
72391 - 72391
72395 - 72395
72412 - 72412
72422 - 72422
72425 - 72426
72428 - 72428 AR
72430 - 72430
72438 - 72438
72441 - 72443
72450 - 72450
72453 - 72454
72456 - 72456
72461 - 72461
72463 - 72464
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 213
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=067
ZIP RANGES ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 24711
24716 - 24716
24719 - 24720
24726 - 24728
24818 - 24818
24822 - 24823
24827 - 24827
24834 - 24834
24839 - 24840
24845 - 24845
24847 - 24847
24849 - 24849
24854 - 24854
24857 - 24857
24859 - 24860
24867 - 24867
24869 - 24870
24874 - 24874
24880 - 24880
24882 - 24882
24896 - 24896
24898 - 24898
24901 - 24999
25002 - 25005
25007 - 25021
25023 - 25046
25048 - 25075
25077 - 25094
25101 - 25105
25107 - 25120
25122 - 25122
25124 - 25182
25184 - 25186
25188 - 25199
25201 - 25236
25238 - 25246
25248 - 25249
25251 - 25252
25256 - 25257
25259 - 25259
25261 - 25264
25266 - 25266
25268 - 25279
25281 - 25286
25300 - 25399
25501 - 25501
25506 - 25506
25513 - 25513
25516 - 25516
25518 - 25518
25521 - 25529
25536 - 25536
25540 - 25540
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 214
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=067
ZIP RANGES
25542 - 25544
25546 - 25546
25557 - 25557
25560 - 25561
25563 - 25569
25571 - 25599
25801 - 25814
25816 - 25818
25821 - 25882
25901 - 25921
25923 - 25970
25972 - 25999
26130 - 26130
26136 - 26137
26145 - 26145
26147 - 26147
26151 - 26151
26153 - 26153
26158 - 26158
26164 - 26164
26173 - 26173
26202 - 26209
26215 - 26217
26221 - 26223
26233 - 26233
26240 - 26240
26261 - 26262
26264 - 26266
26288 - 26288
26291 - 26291
26298 - 26299
26335 - 26335
26601 - 26610
26612 - 26633
26639 - 26635
26639 - 26699
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 215
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=068
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 46366
46374 - 46374
46501 - 46501
46504 - 46504
46506 - 46506
46508 - 46513
46518 - 46525
46527 - 46530
46531 - 46531 * BEST *
46532 - 46533
46534 - 46534 * BEST *
46535 - 46539
46541 - 46541
46544 - 46545
46552 - 46552
46554 - 46559
46560 - 46560 * BEST *
46561 - 46564
46566 - 46572
46574 - 46574 * BEST *
46580 - 46595
46601 - 46637
46701 - 46701
46710 - 46710
46720 - 46720
46723 - 46725
46732 - 46732
46755 - 46755
46760 - 46760
46764 - 46764
46767 - 46767
46784 - 46784
46787 - 46787
46796 - 46796
46910 - 46910
46912 - 46912
46922 - 46922
46931 - 46931
46935 - 46935
46939 - 46939
46945 - 46945
46960 - 46960 * BEST *
46968 - 46968 * BEST *
46975 - 46975
46982 - 46982
49031 - 49031 MI
49045 - 49045 MI
49047 - 49047 MI
49057 - 49057 MI
49065 - 49065 MI
49067 - 49067 MI
49095 - 49095 MI
49102 - 49111 MI
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 216
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=068
ZIP RANGES
49112 - 49112 * BEST *
49113 - 49120
49125 - 49125
49128 - 49128
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 218
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=070
ZIP RANGES ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 27012
27016 - 27016
27019 - 27019
27021 - 27021
27023 - 27023
27040 - 27040
27045 - 27045
27050 - 27051
27101 - 27199
27201 - 27213
27215 - 27217
27230 - 27231
27233 - 27235
27240 - 27241
27243 - 27246
27248 - 27250
27253 - 27255
27258 - 27258
27260 - 27280
27282 - 27284
27288 - 27292
27298 - 27298
27301 - 27310
27312 - 27322
27340 - 27344
27348 - 27350
27353 - 27355
27358 - 27370
27373 - 27373
27377 - 27399
27401 - 27410
27412 - 27413
27414 - 27417
27419 - 27499
28423 - 28424
28430 - 28432
28436 - 28439
28442 - 28442
28449 - 28450
28455 - 28456
28463 - 28463
28472 - 28472
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=071
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 43302
43314 - 43317
43320 - 43323
43325 - 43[ILLEGIBLE]
43330 - 43330
43332 - 43332
43334 - 43335
43337 - 43338
43340 - 43342
43345 - 43346
[ILLEGIBLE]- 43351
43356 - 43356
43359 - 43359
43407 - 43407 * BEST *
43410 - 43410 * BEST *
43413 - 43413
43420 - 43420 * BEST *
43431 - 43431 * BEST *
43435 - 43435 * BEST *
43438 - 43438 * BEST *
43442 - 43442 * BEST *
43462 - 43462
43464 - 43464 * BEST *
43469 - 43469 * BEST *
44801 - 44805
44807 - 44807
44809 - 44809
44811 - 44811
44813 - 44818
44820 - 44820
44822 - 44830
44833 - 44833
44836 - 44851
44853 - 44857
44859 - 44867
44870 - 44870
44874 - 44875
44878 - 44878
44880 - 44883
44887 - 44887
44889 - 44890
44901 - 44907
45801 - 45810
45812 - 45812
45814 - 45817
45820 - 45820
45827 - 45827
45830 - 45833
45835 - 45841
45843 - 45844
45847 - 45848
45850 - 45850
45853 - 45854
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 220
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=071
ZIP RANGES
45856 - 45856
45858 - 45859
45863 - 45864
45867 - 45868
45872 - 45872
45874 - 45877
45881 - 45881
45886 - 45887
45889 - 45891
45893 - 45894
45897 - 45899
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 221
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=072
ZIP RANGES ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 43001
43008 - 43010
43013 - 43013
43018 - 43018
43023 - 43023
43025 - 43025
43027 - 43027
43030 - 43031
43033 - 43033
43044 - 43044
43047 - 43047
43055 - 43056
43060 - 43060
43062 - 43062
43070 - 43073
43078 - 43078
43080 - 43080
43083 - 43084
43721 - 43721
45319 - 45319
45323 - 45323
45341 - 45341
45344 - 45344
45349 - 45349
45364 - 45364
45368 - 45369
45372 - 45372
45389 - 45389
45501 - 45506
45564 - 45564
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 222
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=073
ZIP RANGES ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 43804
43832 - 43832
43837 - 43837
43840 - 43840
43907 - 43907
43973 - 43974
43976 - 43976
43979 - 43979
43981 - 43981
43983 - 43984
43986 - 43986
43988 - 43989
44449 - 44449
44601 - 44609
44612 - 44616
44618 - 44627
44629 - 44632
44634 - 44636
44639 - 44653
44655 - 44659
44662 - 44675
44678 - 44684
44686 - 44686
44688 - 44689
44692 - 44699
44701 - 44795
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 223
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=074
ZIP RANGES ▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 44056
44067 - 44067
44087 - 44087
44201 - 44288
44301 - 44321
44401 - 44406
44408 - 44408 * BEST *
44410 - 44412
44413 - 44413 * BEST *
44415 - 44418
44420 - 44420
44422 - 44423 * BEST *
44424 - 44425
44427 - 44427 * BEST *
44428 - 44428
44429 - 44429 * BEST *
44430 - 44430
44431 - 44432 * BEST *
44436 - 44436 * BEST *
44437 - 44440
44441 - 44443 * BEST *
44444 - 44444
44445 - 44445 * BEST *
44446 - 44446
44450 - 44450
44451 - 44452 * BEST *
44453 - 44453
44454 - 44455 * BEST *
44460 - 44460 * BEST *
44470 - 44470
44471 - 44471 * BEST *
44473 - 44473
44481 - 44486
44490 - 44490 * BEST *
44491 - 44491
44492 - 44493 * BEST *
44501 - 44515
44555 - 44555
44610 - 44611
44617 - 44617
44628 - 44628
44633 - 44633
44637 - 44638
44654 - 44654
44660 - 44661
44676 - 44677
44685 - 44685
44687 - 44687
44690 - 44691
AR918 88043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 224
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=075
ZIP RANGES ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 43007
43011 - 43012
43014 - 43017
43019 - 43019
43021 - 43022
43026 - 43026
43028 - 43029
43032 - 43032
43034 - 43010
43045 - 43046
43048 - 43048
43050 - 43050
43054 - 43054
43061 - 43061
43064 - 43068
43074 - 43074
43077 - 43077
43081 - 43081
43085 - 43085
43102 - 43105
43107 - 43110
43112 - 43114
43116 - 43119
43123 - 43126
43130 - 43130
43136 - 43137
43140 - 43141
43143 - 43143
43146 - 43148
43150 - 43151
43153 - 43157
43162 - 43164
43201 - 43299
43344 - 43344
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 232
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=081
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 70512
70515 - 70515
70524 - 70525
70535 - 70535
70541 - 70541
70550 - 70551
70554 - 70554
70570 - 70571
70576 - 70577
70580 - 70580
70584 - 70586
70589 - 70589
70750 - 70750
71320 - 71320
71322 - 71322
71327 - 71327
71333 - 71333
71338 - 71338
71341 - 71341
71345 - 71345
71347 - 71347
71350 - 71351
71353 - 71353
71355 - 71356
71358 - 71358
71362 - 71362
71364 - 71364
71367 - 71367
71376 - 71376
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 233
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=082
ZIP RANGES ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 43311
43318 - 43319
43324 - 43324
43331 - 43331
43333 - 43333
43336 - 43336
43343 - 43343
43347 - 43348
43357 - 43358
43360 - 43360
43370 - 43370
45003 - 45003 * BEST *
45070 - 45070 * BEST *
45301 - 45318
45320 - 45322
45324 - 45340
45342 - 45342
45345 - 45347
45350 - 45356
45358 - 45363
45365 - 45365
45370 - 45371
45373 - 45373
45377 - 45378
45380 - 45385
45387 - 45388
45390 - 45390 * BEST *
45401 - 45479
45822 - 45822
45828 - 45828
45845 - 45846
45860 - 45860
45862 - 45862
45865 - 45866
45869 - 45871
45882 - 45885
45888 - 45888
45895 - 45896
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 234
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=084
ZIP RANGES ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 57638 SD
57641 - 57642 SD
58381 - 58381 * BEST *
58384 - 58384 * BEST *
58401 - 58402 * BEST *
58412 - 58413 * BEST *
58420 - 58420 * BEST *
58423 - 58424 * BEST *
58426 - 58426 * BEST *
58428 - 58428 * BEST *
58430 - 58430 * BEST *
58434 - 58434 * BEST *
58444 - 58444 * BEST *
58455 - 58455 * BEST *
58460 - 58460 * BEST *
58463 - 58463 * BEST *
58467 - 58467 * BEST *
58475 - 58478 * BEST *
58481 - 58482 * BEST *
58487 - 58489 * BEST *
58494 - 58496 * BEST *
58500 - 58599 * BEST *
58600 - 58699 * BEST *
58701 - 58705 * BEST *
58712 - 58713 * BEST *
58716 - 58717 * BEST *
58719 - 58719 * BEST *
58722 - 58723 * BEST *
58725 - 58726 * BEST *
58730 - 58736 * BEST *
58740 - 58741 * BEST *
58744 - 58744 * BEST *
58746 - 58747 * BEST *
58757 - 58759 * BEST *
58761 - 58761 * BEST *
58763 - 58763 * BEST *
58765 - 58765 * BEST *
58770 - 58771 * BEST *
58778 - 58778 * BEST *
58780 - 58781 * BEST *
58784 - 58785 * BEST *
58789 - 58790 * BEST *
58792 - 58792 * BEST *
58794 - 58795 * BEST *
58800 - 58899 * BEST *
59217 - 59217 MT
59221 - 59221 MT
59243 - 59243 MT
59257 - 59257 MT
59262 - 59262 MT
59270 - 59271 MT
59315 - 59315 MT
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 235
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=084
ZIP RANGES
59339 - 59339 MT
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 236
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=085
ZIP RANGES ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 28781 NC
28901 - 28801 NC
28905 - 28903 NC
30139 - 30139 GA
30143 - 30143 GA
30148 - 30148 GA
30175 - 30175 GA
30177 - 30177 GA
30186 - 30186 GA
30513 - 30515 GA
30522 - 30522 GA
30539 - 30541 GA
30555 - 30555 GA
30559 - 30561 GA
30700 - 30708 GA
30710 - 30720 GA
30722 - 30729 GA
30732 - 30746 GA
30749 - 30752 GA
30754 - 30757 GA
35700 - 35799 AL
37016 - 37018
37020 - 37020
37026 - 37026
37034 - 37034
37037 - 37037
37060 - 37060
37085 - 37086
37110 - 37110
37118 - 37118
37130 - 37132
37144 - 37144
37149 - 37149
37153 - 37153
37158 - 37160
37167 - 37167
37180 - 37180
37183 - 37183
37190 - 37190
37300 - 37399
37400 - 37499
37700 - 37704
37723 - 37723
37737 - 37737
37742 - 37742
37748 - 37748
37763 - 37763
37771 - 37772
37774 - 37774
37777 - 37777
37780 - 37799
37800 - 37805
37808 - 37808
37826 - 37826
37840 - 37840
37842 - 37842
37846 - 37846
37853 - 37854
37873 - 37873
37878 - 37878
37882 - 37882
37886 - 37886
37889 - 37889
38449 - 38449
38453 - 38453
38488 - 38488
38501 - 38506 * BEST *
38542 - 38545 * BEST *
38548 - 38549 * BEST *
38551 - 38551 * BEST *
38553 - 38556 * BEST *
38559 - 38559 * BEST *
38561 - 38562 * BEST *
38564 - 38565 * BEST *
38568 - 38568 * BEST *
38570 - 38570 * BEST *
38573 - 38575 * BEST *
38577 - 38585 * BEST *
38587 - 38587 * BEST *
38589 - 38589 * BEST *
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 238
TABLE NAME=BB043 TABLE DATE=08/01/88
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ - 25006
25095 - 25099
25106 - 25106
25123 - 25123
25187 - 25187
25237 - 25237
25247 - 25247
25250 - 25250
25253 - 25255
25258 - 25258
25260 - 25260
25265 - 25265
25267 - 25267
25280 - 25280
25287 - 25299
25401 - 25499
25502 - 25504
25507 - 25507
25509 - 25512
25514 - 25515
25517 - 25517
25519 - 25520
25530 - 25535
25537 - 25539
25541 - 25541
25545 - 25545
25550 - 25556
25558 - 25559
25562 - 25562
25570 - 25570
25669 - 25669
25699 - 25699
25701 - 25799
26001 - 26099
26101 - 26129
26133 - 26135
26138 - 26144
26146 - 26146
26148 - 26150
26152 - 26152
26154 - 26157
26159 - 26163
26167 - 26172
26174 - 26199
26201 - 26201
26210 - 26214
26218 - 26219
26224 - 26232
26234 - 26238
26241 - 26250
26263 - 26263
26267 - 26287
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 239
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=088
ZIP RANGES
26292 - 26297
26301 - 26334
26336 - 26399
26401 - 26499
26501 - 26599
26611 - 26611
26634 - 26634
26636 - 26638
26700 - 26799
26800 - 26899
41101 - 41101 KY
41128 - 41129 KY
41132 - 41132 KY
41140 - 41140 KY
41142 - 41143 KY
41146 - 41146 KY
41150 - 41150 KY
41152 - 41153 KY
41164 - 41164 KY
41168 - 41168 KY
41172 - 41173 KY
41178 - 41178 KY
41181 - 41182 KY
AR918 BB043 ZIP TABLE PRINT DATE 08/03/88 TIME 17.30.41 PAGE 243
TABLE NAME=BB043 TABLE DATE=08/01/88
CENTER=000 BUREAU=091
ZIP RANGES ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ - 24315 VA
24366 - 24366 VA
24601 - 24606 VA
24609 - 24609 VA
24611 - 24614 VA
24616 - 24616 VA
24618 - 24620 VA
24622 - 24624 VA
24628 - 24628 VA
24631 - 24631 VA
24633 - 24633 VA
24635 - 24635 VA
24637 - 24637 VA
24639 - 24641 VA
24645 - 24645 VA
24647 - 24647 VA
24651 - 24651 VA
24655 - 24656 VA
24658 - 24659 VA
24701 - 24709
24712 - 24715
24717 - 24718
24721 - 24725
24729 - 24739
24740 - 24747
24750 - 24799
24801 - 24811
24813 - 24817
24819 - 24821
24824 - 24826
24828 - 24833
24835 - 24838
24841 - 24844
24846 - 24846
24848 - 24848
24850 - 24853
24855 - 24856
24858 - 24858
24861 - 24866
24868 - 24869
24871 - 24873
24877 - 24879
24881 - 24881
24883 - 24895
24897 - 24898
24899 - 24899
25022 - 25022
25047 - 25047
25076 - 25076
25121 - 25121
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CSC CREDIT SERVICES, INC.
AND SUDSIDIARIES AND CERTAIN AFFILIATES
UNAUDITED COMBINED BALANCE SHEETS
(In thousands)
March 31, June 30,
1988 1988
--------- ---------
ASSETS
Current Assets:
Cash & Cash Equivalents $ 2,565 $ 3,284
Receivables, net of allowance for doubtful
accounts of $214 and $241 (Note 2) 14,508 14,677
Prepaid expenses & other current assets 1,427 1,486
--------- ---------
Total Current Assets 18,500 19,447
--------- ---------
Investments & Other Assets:
Purchased credit information files, net
of accumulated amortization of $10,574
and $11,190 42,053 41,743
Excess of cost of businesses acquired over
related net assets, net of accumulated
amortization of $863 and $964 15,953 15,552
Purchased software, net of accumulated
amortization of $504 and $574 1,109 1,039
Capitalized product development costs 3,365 4,271
Other assets 643 669
--------- ---------
Total Investment and Other Assets 63,123 63,274
--------- ---------
Property and Equipment--at cost (Note 3):
Computer and related equipment 18,016 18,656
Land, buildings and leasehold improvements 5,483 5,573
Furniture and other equipment 4,699 4,723
--------- ---------
28,198 28,952
Less accumulated depreciation & amortization (12,377) (13,405)
--------- ---------
Net Property and Equipment 15,821 15,547
--------- ---------
$ 97,444 $ 98,268
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of notes payable representing
withholds under acquisition agreements (Note 3) $ 816 $ 789
Current maturities of long-term liabilities (Note 3) 904 892
Accounts payable 2,793 2,163
Accrued payroll and related costs 3,800 4,245
Other accrued liabilities 2,387 2,551
Income taxes payable (Note 4) 4,573 6,120
--------- ---------
Total Current Liabilities 15,273 16,760
--------- ---------
Long-Term Liabilities, excluding current
maturities (Note 3) 627 368
Notes Payable Representing Withholds Under
Acquisition Agreements, excluding current maturities 231 231
Notes Payable to Parent (Note 7) 47,606 45,486
--------- ---------
48,464 46,085
--------- ---------
Commitments and Contingent Liabilities (Note 5)
Stockholder's Equity:
Common stock (Note 6) 94 94
Additional paid-in capital 26,992 26,992
Retained earnings 6,621 8,337
--------- ---------
Total Stockholder's Equity 33,707 35,423
--------- ---------
$ 97,444 $ 98,268
========= =========
See Notes to Combined Financial Statements.
CSC CREDIT SERVICES, INC.
AND SUBSIDIARIES AND CERTAIN AFFILIATES
UNAUDITED COMBINED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(In thousands)
Three Months
Year Ended Ended
March 31, June 30,
1988 1988
-------- ----------
Common Stock $ 94 $ 94
Additional Paid-in Capital 26,992 26,992
Retained Earnings:
Beginning of Period 6,664 6,621
Net Earnings 9,202 1,716
Dividends Received from Affiliates 6,168
Dividends Paid to Parent (15,413)
-------- --------
End of Period 6,621 8,337
-------- --------
Total Stockholder's Equity $ 33,707 $ 35,423
======== ========
See Notes to Combined Financial Statements.
Year Ended March 31, 1988
-----------------------------------------------------
Credit
Reporting Collections Other
Division Data Center Division Operations Combined
--------- ----------- -------- ---------- --------
REVENUES
Credit Reports $ 47,957 $ 47,957
Business Promotion Services 7,358 7,358
Mortgage Reports 6,043 6,043
Data Processing Fees 7,047 7,047
Collection Commission Fees 28,563 28,563
Other 4,105 1,332 1,301 6,738
-------- -------- ----- ------ --------
TOTAL REVENUES 65,463 7,047 29,895 1,301 103,706
-------- -------- ----- ------ --------
OPERATING EXPENSES:
Payroll Expenses 15,341 5,846 16,207 554 37,948
Purchased Credit Information 7,237 57 7,294
Telephone and Communications Expense 2,763 3,201 2,165 83 8,212
Amortization of Goodwill and Credit File Information 2,823 314 (1) 3,136
Equipment Related Expenses 2,243 4,536 1,446 97 8,322
Occupancy Expenses 1,660 686 1,751 260 4,357
Postage, Printing & Office Supplies 1,211 362 1,972 99 3,644
Public Relations, Advertising & Travel 957 210 610 52 1,829
Commisssions Paid Other Agencies 956 956
General and Administrative Costs 3,288 987 1,431 100 5,806
CSC Industry Services Group Allocated
General and Administrative Costs 183 59 79 5 326
Other Expenses 2,332 783 1,920 143 5,178
-------- -------- ----- ------ --------
TOTAL OPERATING EXPENSES 40,038 16,670 28,908 1,392 87,008
-------- -------- ----- ------ --------
OPERATING INCOME 25,425 (9,623) 987 (91) 16,698
OTHER INCOME (EXPENSES):
Investment Income 29 2 31 17 79
Interest Expense (190) (203) (104) (59) (556)
Interest Expense Charged by Parent (1,670) (501) (726) (51) (2,948)
General and Administrative Costs Allocated by Parent (717) (230) (309) (21) (1,277)
-------- -------- ----- ------ --------
Earnings Before Taxes 22,877 (10,555) (121) (205) 11,996
Estimated Income Taxes 5,329 (2,459) (28) (48) 2,794
-------- -------- ----- ------ --------
Net Earnings $ 17,548 ($ 8,096) ($ 93) ($ 157) $ 9,202
======== ======== ===== ====== ========
Three Months Ended June 30, 1988
-----------------------------------------------------
Credit
Reporting Collections Other
Division Data Center Division Operations Combined
--------- ----------- -------- ---------- --------
REVENUES
Credit Reports $ 12,853 $ 12,853
Busines Promotion Services 1,767 1,767
Mortgage Reports 2,250 2,250
Data Processing Fees 1,917 1,917
Collection Commission Fees 7,132 7,132
Other 1,058 482 249 1,789
-------- -------- ----- ----- --------
TOTAL REVENUES 17,928 1,917 7,614 249 27,708
-------- -------- ----- ----- --------
OPERATING EXPENSES:
Payroll Expenses 4,189 1,587 3,866 137 9,779
Purchased Credit Information 1,896 8 1,904
Telephone and Communications Expense 790 807 522 24 2,143
Amortization of Goodwill and Credit File Information 752 77 829
Equipment Related Expenses 576 1,332 388 14 2,310
Occupancy Expenses 437 183 436 50 1,106
Postage, Printing & Office Supplies 342 91 533 23 989
Public Relations, Advertising & Travel 309 55 165 11 540
Commisssions Paid Other Agencies 256 256
General and Administrative Costs 930 298 400 27 1,655
CSC Industry Services Group Allocated
General and Administrative Costs 54 17 23 2 96
Other Expenses 635 104 617 80 1,436
-------- -------- ----- ----- --------
TOTAL OPERATING EXPENSES 10,910 4,474 7,291 368 23,043
-------- -------- ----- ----- --------
OPERATING INCOME 7,018 (2,557) 323 (119) 4,665
OTHER INCOME (EXPENSES):
Investment Income 1 2 4 7
Interest Expense (15) (36) (8) (1) (60)
Interest Expense Charged by Parent (601) (193) (259) (18) (1,071)
General and Administrative Costs Allocated by Parent (217) (70) (93) (6) (386)
-------- -------- ----- ----- --------
Earnings Before Taxes 6,186 (2,856) (35) (140) 3,155
Estimated Income Taxes 2,822 (1,303) (16) (64) 1,439
-------- -------- ----- ----- --------
Net Earnings $ 3,364 ($ 1,553) ($ 19) ($ 76) $ 1,716
======== ======== ===== ===== =======
See Notes to Combined Financial Statements.
CSC CREDIT SERVICES, INC.
AND SUBSIDIARIES AND CERTAIN AFFILIATES
UNAUDITED COMBINED STATEMENT OF CASH FLOWS
(In thousands)
Three Months
Year Ended Ended
March 31, June 30,
1988 1988
-------- --------
Cash flows from operating activities:
Net earnings $ 9,202 $ 1,716
Adjustments to reconcile net earnings to net
Cash provided:
Depreciation and amortization 7,063 1,923
Provision for losses on accounts receivable 672 69
Changes in assets and liabilities, net of effects of acquistions:
Increase in accounts receivable (2,537) (169)
Increase in prepaid expenses (574) (59)
Increase in accounts payable, accrued liabilities, and
current maturities of notes payable representing with- (3,519) (60)
holds under acquisition agreements and long-term liabilities
Decrease (increase) in income taxes payable (2,183) 1,547
Increase in capitalized development costs (3,365) (906)
Decrease (increase) in notes payable to parent 5,423 (2,184)
-------- --------
Net cash provided by operating activities 10,182 1,877
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (3,702) (1,170)
Acquisitions, net of cash acquired (3,165) 0
Other investing cash flows 585 310
-------- --------
Net cash used in investing activities (6,282) (860)
-------- --------
Cash flows from financing activities:
Principal payments on long-term liabilities (1,079) (271)
Payments on notes payable representing withholds under
acquisition agreements (3,168) (27)
Notes payable representing withholds under acquisition
agreements incurred 852 0
-------- --------
Net cash used in financing activities (3,395) (298)
-------- --------
Net increase in cash and cash equivalents 505 719
Cash and cash equivalents at beginning of period 2,060 2,565
-------- --------
Cash and cash equivalents at end of period $ 2,565 $ 3,284
======== ========
See Notes to Combined Financial Statement.
CSC Credit Services, Inc.
and Subsidiaries and Certain Affiliates
Notes to Combined Financial Statements
March 31, 1988
Note 1 - Summary of Significant Accounting Policies
Principles of Combination
The accompanying combined financial statements include the accounts of CSC
Credit Services, Inc., its wholly-owned subsidiaries and two of its affiliates
(collectively referred to as the "Company"), as follows:
Wholly-Owned Subsidiaries:
▇▇▇▇▇ Holding Company
CSC Credit Services of Minnesota, Inc.
CSC Accounts Management, Inc.
Credit Bureau Data Centers, Inc.
Aircall Communications, Inc.
Affiliates (wholly-owned subsidiaries of Computer
Sciences Corporation):
Credit Bureau of Cincinnati, Inc. ("Cincinnati")
Credit Bureau of Greater Kansas City, Inc. ("Kansas City")
CSC Credit Services, Inc. is a wholly-owned subsidiary of Computer Sciences
Corporation ("CSC" or "Parent"). All material intercompany and interdivisional
transactions and balances have been eliminated. Certain costs have been
allocated by CSC to the Company predicated on various allocation methods
(directly chargeable, separately allocated and overall allocation of CSC
Corporate general and administrative costs) and multiple allocation bases
(primary usage, headcount or cost input). In addition, the Company's general and
administrative costs and intercompany interest charges have been allocated to
its Divisions based on a combination of revenue contribution and headcount.
Income Recognition
Revenues from credit reporting activities are recorded at the time the service
is utilized by the customer. The amount of revenue is determined by reference to
specific contractual agreements.
-1-
Data processing fees are determined by reference to specific contractual
agreements and are recognized when the service is provided to the customer.
Revenues from the collection agency service are recorded at the time the funds
are collected by the agency. The amount of revenue recorded is determined by
reference to specific contractual agreements.
Depreciation and Amortization
The cost of property and equipment, less applicable residual values, is
generally depreciated on the straight-line method for financial accounting
purposes from the date the specific asset is complete, installed and ready for
normal use, as follows:
Buildings 20 to 40 years
Computers 5 years
Communications equipment 5 years
Furniture and other equipment 5 to 10 years
Leasehold improvements Shorter of lease term or
useful life
Software 5 to 10 years
Credit information files 20 years
Excess of cost of business
acquired over related net assets 40 years
Development Costs
Significant costs incurred in the internal development of computer software
which is to be sold, leased or otherwise marketed as a separate product or as
part of a product or process are accounted for in accordance with Statement of
Financial Accounting Standards No. 86. During fiscal l988, the Company
capitalized $3,365,O0O of software development costs. Capitalized development
costs are to be amortized over the expected useful life of the related program
or system.
Acquisitions
During fiscal 1988, the Company made several acquisitions. In conjunction with
these acquisitions the Company acquired assets with a fair value of $2,389,000
and assumed liabilities of $2,326,000. The excess cost of businesses acquired
over related net assets was $139,000.
-2-
Retirement Plans
During 1988, the Company terminated its defined benefit plans and replaced them
with a defined contribution compensation deferred plan.
Note 2 - Receivables
Receivables, consist of the following (in thousands):
Billed trade accounts $13,055
Notes 401
Other 1,052
-------
$14,508
=======
All amounts shown above are expected to be collected during fiscal year 1989.
Note 3 - Debt
Notes payable representing withholds under acquisition agreements bear interest
ranging from 6% to 10.5% payable in monthly installments through fiscal year
1992.
Long-term liabilities at March 31, 1988 consisted of the following (in
thousands):
Long-
Current Term
Maturities Portion Total
---------- ------- -----
Capitalized lease liabilities, with
interest rates varying from 6.8% to
14.0%, payable in monthly installments
through fiscal year 1992 $ 789 $ 299 $1,088
Mortgages payable, collateralized
by real property, with interest rates
varying from 9.75% to 14.0%,
payable in monthly installments
through fiscal year 1993 87 320 407
Other 28 8 36
------ ------ ------
$ 904 $ 627 $1,531
====== ====== ======
-3-
Maturities of notes payable representing withholds under acquisition agreements
and long-term liabilities are as follows (in thousands):
Due in Fiscal Year
----------------------------------------------
1989 1990 1991 1992 1993
------ ------ ------ ------ ------
Notes payable $ 816 $ 120 $ 92 $ 9 $ 10
Long-term liabilities 904 392 118 114 13
------ ------ ------ ------ ------
$1,720 $ 502 $ 210 $ 123 $ 23
====== ====== ====== ====== ======
Capitalized lease liabilities shown above represent amounts due under leases for
the use of computes and certain telephone equipment. Amounts which have been
capitalized as property and equipment relating to such leases aggregated
$3,064,000 less accumulated depreciation through March 31, 1988 of $2,138,000.
All of these leases conclude by May 1991.
Note 4 - Income Taxes
The Company's results of operations for tax purposes are includeable in CSC's
consolidated income tax returns. As such, CSC records all deferred taxes due to
timing differences between financial reporting and tax reporting on its
corporate books. Current income taxes are recorded by the Company based upon
statutory rates, adjusted for certain effects of the prior year CSC returns as
filed.
Note 5 - Commitments and Contingent Liabilities
Lease Commitments
Rental expenses under noncancelable operating leases for the use of property and
equipment amounted to $5,822,000. Substantially all operatiang leases are
noncancelable or cancelable only by the payment of penalties. All lease payments
are based on the lapse of time but include, in some cases, payments for
insurance, maintenance and property taxes. There are no purchase options on
operating leases at favorable terms, but most leases have one or more renewal
options. Certain leases on real property are subject to annual escalation for
increases in utilities and property
-4-
taxes. Minimum fixed rentals required for the next five years and thereafter
under leases in effect at April, 1988 were as follows (in thousands):
Operating Leases
Fiscal Year Capital ------------------------
Equipment Leases Real Estate Equipment
----------- ------- ----------- ---------
1989 $ 877 $ 2,487 $ 3,304
1990 262 1,956 2,029
1991 21 1,580 1,554
1992 4 1,267 1,090
1993 1,141 344
Thereafter to 1998 2,885
------- ------- -------
1,164 $10,316 $ 8,321
Less Interest Included 97 ======= =======
-------
$ 1,067
=======
Contingent Liabilities - Legal Proceedings
The Company is currently a party to a number of disputes which involve or may
involve litigation. In the opinion of Company management, ultimate liability, if
any, with respect to these disputes will not be material to the Company's
financial position.
Note 6 - Stockholders Equity
Following are the details of the common stock of CSC Credit Services, Inc.,
Cincinnati and Kansas City:
Credit Bureau Credit Bureau of
CSC Credit of Cincinnati Greater Kansas
Services, Inc. Inc. City, Inc.
-------------- ---------------------- ---------------
Class A Class B
------- -------
Par Value $ 1.00 $ 1.00 No par $ 1.00
Authorized 10,000 250 2,000 1,000
Issued 1,000 16 1,125 1,000
Outstanding 1,000 16 1,125 1,000
Note 7 - Related Party Transactions
During the normal course of business, the Company enters into certain
transactions with CSC and INFONET, a division of CSC. During fiscal 1988, the
Company Utilized the INFONET communications network; accordingly, $2,485,000 was
charged
-5-
to the Company's results of operations for such services. In addition, effective
April 1, 1998, the Company is contractually obligated to purchase such services
from INFONET in annual amounts not less than $1.9 million per fiscal year for
three years. The Company participates in the CSC health and life insurance
program and was charged $2,317,000 in fiscal 1988 for premiums related to these
programs.
The Company has a long-term revolving note payable with CSC, which bears
interest at 9%. Interest expense related to this note aggregated $2,948,000 in
fiscal year 1988.