{"id":43645,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-apple-computer-inc-and-sci-systems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-apple-computer-inc-and-sci-systems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-apple-computer-inc-and-sci-systems.html","title":{"rendered":"Stock Purchase Agreement &#8211; Apple Computer Inc. and SCI Systems Inc."},"content":{"rendered":"<pre>                    STOCK PURCHASE AGREEMENT\n\n\n      THIS  STOCK PURCHASE AGREEMENT (the \"Agreement\") is dated as of April\n4,  1996 (the \"Effective Date\"), and is made by and between APPLE COMPUTER,\nINC.,  a  California corporation (hereinafter \"Apple\"),  and  SCI  SYSTEMS,\nINC., a Delaware corporation (\"SCI\").\n\n\n                            Recitals\n\n\n      A.    Apple  is  engaged in the business of designing, manufacturing,\nmarketing,  distributing and selling personal computers and  other  related\nelectronic products.\n\n      B.    Apple  desires to sell, and SCI desires to purchase,  upon  the\nterms  and  subject  to the conditions set fort by the  appropriate  person\noutstanding shares of capital stock of a wholly-owned subsidiary  of  Apple\n(\"NEWCO\"), a corporation which will be formed on or before the Closing Date\nto  hold certain assets used by Apple in the operation of its manufacturing\nfacility in Fountain, Colorado (the \"Fountain Facility\").\n\n      C.    Apple  and  SCI mutually desire that, after the Closing,  NEWCO\nshall operate the Fountain Facility, and shall, inter alia, manufacture and\nassemble certain Apple Products at the Fountain Facility, pursuant  to  the\nterms and conditions set forth in the Manufacturing Agreement and the other\nRelated  Agreements to be executed and entered into by the  parties  at  or\nprior to the Closing.\n\n      NOW,  THEREFORE, for and in consideration of the premises and of  the\nmutual  covenants and agreements herein contained, and for other  good  and\nvaluable  consideration, the receipt and sufficiency of  which  are  hereby\nacknowledged, and intending to be legally bound hereby, the parties  hereto\nagree as follows:\n\n1.   SALE AND TRANSFER OF SHARES; CLOSING\n\n1.1  Shares.  Subject to the terms and conditions of this Agreement, at the\nClosing,  Apple  will  sell, transfer and deliver all  of  the  outstanding\nshares  of the capital stock of NEWCO (the \"Shares\") to SCI, and  SCI  will\npurchase the Shares from Apple for the Purchase Price set forth in  Section\n1.2.\n\n1.2   Purchase  Price.  The purchase price (the \"Purchase Price\")  for  the\nShares  will  be  equal to the total capitalization  of  NEWCO  as  of  the\nClosing.  Such amount shall be the sum of:  (i) an amount equal to the  net\nbook  value of the Real Property and the Personal Property (other than  the\nSpare  Parts)  as  of  the  Closing Date,  calculated  in  accordance  with\ngenerally accepted accounting principles (GAAP) (as  shown on NEWCO's books\n                               93\n\n\n\n\nand records); (ii) an amount  equal  to Apple's  original  purchase cost of \nthe Spare  Parts  (for purposes  of  this Agreement,  the  parties estimate \nthat the portion of  the  total  Purchase Price  allocated to such Spare \nParts shall be Five Hundred Thousand Dollars ($500,000),  but the final \namount with respect thereto shall be  determined by  the  parties prior to \nthe expiration of the Due Diligence Period);  and (iii)  One  Hundred Sixty \nMillion Dollars ($160,000,000).  At the  Closing, the  parties shall execute \nan amendment to this Agreement setting forth the final  amount of the total \nPurchase Price.  The entire Purchase Price shall be paid, in cash or other \nimmediately available funds, at the Closing.\n\n1.3   Closing.  Consummation of the Transaction (the \"Closing\") shall  take\nplace at the offices of the Person mutually agreed upon by SCI and Apple to\nact  as  the  escrow agent for the Closing (the \"Escrow Agent\"),  at  10:00\no'clock  A.M. (local Colorado time) on May 31, 1996, or on such other  date\nas  the parties hereto agree.  The date on which the Closing shall occur is\nreferred  to  herein  as the \"Closing Date\".  All deliveries  provided  for\nherein  from  one  party to the other shall be made to  the  Escrow  Agent,\nunless both parties expressly agree otherwise, in writing.\n\n1.4  Closing Obligations.\n\n      A.    At  the  Closing, but prior to delivering  the  Shares  to  SCI\npursuant to Section 1.4.B, Apple will deliver to NEWCO:\n\n           (i)   A duly executed Bill of Sale and Assignment and Assumption\nAgreement   in  substantially  the  form  of  Exhibit  G  and  Exhibit   H,\nrespectively, attached hereto;\n\n           (ii) A warranty deed in form sufficient to transfer title to the\nReal Property from Apple to NEWCO (the \"Deed\");\n\n          (iii)     All such other assignments and other instruments as are\nreasonably necessary to vest in NEWCO good, valid and marketable  title  to\nthe Assets; and\n\n           (iv)  All other previously undelivered documents required to  be\ndelivered  by Apple to NEWCO at or prior to the Closing in connection  with\nthe Transaction, all as provided herein.\n\n      B.    At  the Closing, but subsequent to transferring the  Assets  to\nNEWCO pursuant to Section 1.4.A, Apple will deliver to SCI:\n\n           (i)   Certificates  representing the Shares, duly  endorsed  (or\naccompanied by duly executed stock powers), with signatures guaranteed by a\ncommercial  bank  or by a member firm of the New York Stock  Exchange,  for\ntransfer to SCI;\n\n           (ii)  All other previously undelivered documents required to  be\ndelivered by Apple to SCI at or prior to the Closing in connection with the\nTransaction, all as provided herein; and\n                               94\n\n\n\n\n           (iii)      A  certificate  executed by Apple,  representing  and\nwarranting  to  SCI that each of Apple's representations and warranties  in\nthis Agreement was accurate in all respects as of the Effective Date and is\naccurate  in all respects as of the Closing Date as if made on the  Closing\nDate  (giving  full  effect to any supplements to  or  amendments  of  this\nAgreement  or any of the exhibits attached hereto, in accordance  with  the\nprovisions of Section 9.4, below).\n\n      C.    At the Closing, but subsequent to Apple transferring the Assets\nto NEWCO pursuant to Section 1.4.A, SCI will deliver to Apple:\n\n          (i)  The Purchase Price, in cash or immediately available funds;\n\n           (ii)  All other previously undelivered documents required to  be\ndelivered by SCI to Apple at or prior to the Closing in connection with the\nTransaction, all as provided herein; and\n\n           (iii)      A  certificate  executed  by  SCI,  representing  and\nwarranting  to  Apple that each of SCI's representations and warranties  in\nthis Agreement was accurate in all respects as of the Effective Date and is\naccurate  in all respects as of the Closing Date as if made on the  Closing\nDate  (giving  full  effect to any supplements to  or  amendments  of  this\nAgreement  or any of the exhibits attached hereto, in accordance  with  the\nprovisions of Section 9.4, below).\n\n1.5   Costs and Fees of Escrow.  SCI shall pay the premium for or  cost  of\nany  endorsement  desired  by SCI to any Title  Insurance  (as  defined  in\nSection  5.9)  which may be issued in connection with the Transaction,  the\ncost  of any new or updated survey of the Real Property which SCI may elect\nto  obtain  or  request  NEWCO  to obtain,  all  recording  costs  and  all\ndocumentary  stamp taxes in connection with the transfer of the  Assets  to\nNEWCO, an amount equal to sixty-three percent (63%) of all state and  local\nsales  and  transfer taxes, if any, with respect to the  Personal  Property\narising  from the Transaction, including without limitation any such  taxes\narising  from  the  transfer of the Assets to NEWCO, and  one-half  of  the\nEscrow Agent's fee, and all other customary and usual buyer's closing costs\nand  escrow  charges applicable to the Transaction.  Apple  shall  pay  the\npremium  for  a  standard owner's policy of title insurance  for  the  Real\nProperty,  one-half of the Escrow Agent's fee, an amount equal  to  thirty-\nseven  percent  (37%) of all state and local sales and transfer  taxes,  if\nany,  with  respect to the Personal Property arising from the  Transaction,\nincluding  without limitation any such taxes arising from the  transfer  of\nthe  Assets  to  NEWCO, and all other customary and usual seller's  closing\ncosts  and  escrow charges applicable to the Transaction.  Real estate  and\npersonal  property taxes and assessments shall be prorated using  the  most\nrecent  levy and assessments allocable to the Real Property as of the  date\nthe Deed is recorded.\n\n2.   TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES\n\n2.1  Assets to be Transferred to NEWCO.;  Subject to and in accordance with\nthe  terms  and  conditions  hereof, at the  Closing,  Apple  will  assign,\ntransfer,  convey  and deliver to NEWCO, all of Apple's  right,  title  and\ninterest in the following:\n                               95\n\n\n\n\n      A.   The real property commonly known as 702 Bandley Drive, Fountain,\nColorado,  as  more  particularly described in Exhibit A  attached  hereto,\ntogether with all improvements on the real property (collectively the \"Real\nProperty\"  or  the  \"Site\"), and all appurtenant rights thereto,  including\nwithout  limitation easements, rights of way, licenses and other  interests\ntherein; and\n\n      B.    All  personal property (including manufacturing  and  operating\nequipment,  and  certain spare parts relating thereto [the \"Spare  Parts\"])\nowned by Apple and used by Apple in its operation of the Fountain Facility,\nto  the extent set forth on Exhibit B attached hereto, including machinery,\nequipment, computers, tools, vehicles, furniture, all relevant data, files,\nbooks and records at the Fountain Facility regarding the Assets, and office\nsupplies  and  office  equipment (collectively, the  \"Personal  Property\").\nDuring  the  Due  Diligence  Period, SCI  and  Apple  shall  identify  with\nspecificity  those  Spare Parts currently located at the Fountain  Facility\nwhich shall be transferred to NEWCO pursuant to this Agreement, and Exhibit\nB  shall be amended, at or prior to the Closing, to accurately reflect such\nitems; and\n\n      C.   Certain inventories of materials and components currently at the\nSite and owned by Apple, and used in connection with Apple's ownership  and\noperation of the Assets, which inventory shall be identified by the parties\nprior to the expiration of the Due Diligence Period, and shall be set forth\nin Exhibit C attached hereto (the \"Initial Inventory\").\n\n      D.    The  Real Property, the Personal Property (including the  Spare\nParts)  and  the  Initial Inventory are sometimes referred to  collectively\nherein as the \"Assets\".\n\n      E.    As  part of the Transaction, Apple shall assign to  NEWCO,  and\nNEWCO  shall  assume,  all authorizations, consents,  approvals,  licenses,\norders,  permits, exemptions of or filings or registrations with any  court\nor  governmental or administrative authority which relate solely to Apple's\nownership and operation of the Assets, to the extent such Assigned  Permits\nare assignable or transferable, and to the extent not encompassed within or\naddressed  by  any of the Related Agreements, all as more particularly  set\nforth in Exhibit D attached hereto (collectively, the \"Assigned Permits\").\n\n      F.    As  part of the Transaction, Apple shall assign to  NEWCO,  and\nNEWCO  shall  assume,  certain agreements and  contracts  relating  to  the\noperation  of  the Site, including leases to which Apple  is  a  party  and\nrelating  solely to the Assets, which are set forth in Exhibit  E  attached\nhereto, and which SCI shall agree, by written notice to Apple prior to  the\nDue  Diligence  Completion  Date, to have NEWCO assume  (collectively,  the\n\"Assigned Contracts\").  To the extent any consents or approvals by,  of  or\nfrom  the  other  parties  to said Assigned Contracts  are  necessary  with\nrespect  to  such  assignment and assumption, Apple shall use  commercially\nreasonable efforts to secure such consents or approvals.  If such  consents\nor  approvals  are not secured by the Closing Date, SCI may elect  to  have\nNEWCO  assume any contract for which the required third party  consent  has\nnot been obtained, or may elect not to have NEWCO assume any such contract,\nand  in  any case SCI shall advise Apple, in writing, of its election  with\nrespect to any such contract not later than the Closing.\n                               96\n\n\n\n\n2.2   Assignment  and Assumption of Liabilities.  As of the  Closing  Date,\nApple  shall assign to NEWCO, and NEWCO shall assume and agree to pay,  the\nfollowing  liabilities and obligations, known and unknown,  liquidated  and\nunliquidated, contingent or fixed, rights and causes of action with respect\nto   the   Assets,   the  Assigned  Permits  and  the  Assigned   Contracts\n(collectively, the \"Assumed Liabilities\"):  (i) all of Apple's  obligations\narising on and after the Closing under the Assigned Contracts, and (ii) all\nof  Apple's obligations arising on and after the Closing under the Assigned\nPermits;  provided,  however,  that  NEWCO  shall  have  no  liability   or\nobligation  to  perform under any Assigned Contracts and  Assigned  Permits\nunless  and until Apple's rights thereunder have been effectively  assigned\nto NEWCO.\n\n2.3   Sale  of  Assets  \"AS IS\".  Except as expressly  set  forth  in  this\nAgreement, Apple shall transfer the Assets to NEWCO in their \"AS IS,  WHERE\nIS\"  condition  as of the Effective Date, and solely in reliance  on  SCI's\ninspection  and  examination  of the Assets  prior  to  the  Closing  Date.\nNeither  Apple,  nor any of Apple's agents, representatives  or  employees,\nhave  made any representations or warranties, direct or implied, verbal  or\nwritten,  with  respect  to the Assets, or their  merchantability,  or  the\nfitness  thereof for any particular purpose, except as expressly set  forth\nin  this  Agreement  and  the instruments of conveyance  delivered  at  the\nClosing,  and Apple shall not be obligated to SCI or to NEWCO in connection\nwith any defect, whether patent or latent, with respect to the same, except\nas provided in this Agreement and such instruments.\n\n2.4   Risk of Loss.  Risk of physical loss to the Assets shall be borne  by\nApple  prior  to the Closing, and by NEWCO on and after the  Closing.   If,\nprior  to  the  Closing,  the Assets or any material  portion  thereof  are\ndamaged  by  flood, fire, earthquake or other casualty, or any governmental\nor  quasi-governmental entity commences any legal action or eminent  domain\nproceeding to take any portion of the Assets, then Apple shall give  prompt\nnotice  thereof  to  SCI  and SCI shall have the right  to  terminate  this\nAgreement  by  written  notice to Apple within five (5)  days  after  SCI's\nreceipt  or  deemed receipt of such notice, in which event  this  Agreement\nshall  immediately  terminate  and the parties  shall  thereafter  have  no\nfurther  rights or obligations hereunder; provided, however,  that  if  SCI\nelects  to go forward with the Transaction, all casualty insurance proceeds\nrelating solely to said casualty or loss with respect to any such damage to\nany  of  the  Assets, and\/or all the proceeds of any such taking  shall  be\nassigned  to  NEWCO at the Closing, to the extent that such proceeds  would\notherwise be payable to Apple.\n\n2.5   Excluded Assets.; The Assets which are the subject of this  Agreement\nshall  not  include the assets and\/or property of Apple described  in  this\nSection 2.5, none of which shall be transferred to NEWCO (collectively, the\n\"Excluded Assets\"):\n\n      A.    Inventories  of raw materials, work-in-progress,  and  finished\ngoods  or products (other than the Initial Inventory), located at the  Site\nand  used  in  connection with Apple's business at the Site, all  of  which\nshall  be  governed  by  the  terms  and conditions  of  the  Manufacturing\nAgreement.\n                               97\n\n\n\n\n      B.    Apple's right, title and interest under such contracts, leases,\nlicenses and agreements which relate to Apple's operations at the Site,  to\nthe extent not expressly assigned, transferred or sold to NEWCO pursuant to\nthe terms of this Agreement.\n\n      C.   Information used by Apple to operate and conduct its business at\nthe  Site with respect to the design, production and distribution of  Apple\nProducts,  including, without limitation, technical information,  know-how,\nprocesses,  and procedures; and intellectual property rights of  Apple  and\nall  Apple Affiliates, of every nature and description, developed by  Apple\nor  such  Apple  Affiliates prior to or after the Closing Date,  including,\nwithout  limitation, all intellectual property rights developed or used  at\nthe  Site in connection with the design, development or manufacture of  the\nApple  Products  manufactured at the Site, or used in connection  with  the\nactivities  described  in and contemplated by the Manufacturing  Agreement.\nTo  the extent that any such information and intellectual property is  part\nof  the Transaction, it shall be subject to the terms and conditions of the\nIntellectual Property Agreement.\n\n      D.    Cash, cash equivalents, certificates of deposit, bank accounts,\nprepaid items, accounts or notes receivable, and unbilled accounts or notes\narising from work completed at the Site on or prior to the Closing Date.\n\n     E.   Claims or rights against third parties relating to liabilities or\nobligations which are not assumed by NEWCO hereunder.\n\n2.6  Excluded Liabilities.\n\n     A.   Except as specifically assumed by NEWCO pursuant to Section 1 and\nSection  2,  NEWCO  shall  not  assume,  perform,  pay  or  discharge   any\nliabilities,  obligations, payables or debts of  Apple,  whether  known  or\nunknown,  accrued, absolute, contingent or otherwise, and  Apple  shall  be\nsolely responsible for the payment or discharge thereof.\n\n      B.    Without limiting the generality of the foregoing paragraph, SCI\nand NEWCO shall not assume any liabilities or obligations of Apple:\n\n          (i)  for any Taxes except as otherwise expressly provided in this\nAgreement;\n\n            (ii)   for   product  liabilities,  liabilities  to  customers,\ncontractors  and purchasers for defects in products, worker's compensation,\nand  automobile and similar liabilities for personal injuries, in each case\nto  the  extent  such liability arises from an injury, event or  occurrence\nprior to the Closing;\n\n           (iii)      for  any employee-related liability or obligation  of\nApple, other than as expressly set forth in the Employee Agreement;\n                               98\n\n\n\n\n           (iv)  for obligations or transactions of any kind between  Apple\nand its shareholders, subsidiaries or affiliates; or\n\n          (v)  for any accounts payable of Apple arising in connection with\nApple's  business at the Fountain Facility occurring prior to the  Closing,\nexcept  as expressly provided in the Manufacturing Agreement or any of  the\nother Related Agreements.\n\n2.7  Prorations; Tax Elections.\n\n      A.    Prorations at Closing.  At the Closing, there shall be prorated\nbetween  Apple, on the one hand, and NEWCO, on the other hand,  as  of  the\nClosing  Date, the following accrued or prepaid items relating  to  Apple's\nconduct of its business at the Site:  (i) ad valorem and similar taxes with\nrespect  to the Assets; (ii) rents, royalties and other payments due  under\nthe  Assigned  Contracts;  (iii) charges for  utilities  serving  the  Real\nProperty;  (iv)  deposits with respect to the Assets; (v) interest  charges\nrelating to the Assumed Liabilities; (vi) license fees relating to  any  of\nthe  Assets;  (vii)  fees  under any of the Assigned  Permits;  and  (viii)\ngovernmental assessments and charges for services to or with respect to any\nof  the  Assets.   The  Purchase  Price  to  be  paid  hereunder  shall  be\nappropriately decreased by the pro rata amount of any such items which  are\naccrued  but  unpaid  as  of the Closing Date, and shall  be  appropriately\nincreased by the pro rata amount of any such items which have been  prepaid\nby Apple as of the Closing Date.\n\n      B.    338(h)(10) Election.  Apple and SCI will make an election under\nSection  338(h)(10) of the Internal Revenue Code of 1986, as  amended  (the\n\"Code\")  (and any corresponding elections under applicable state, local  or\nforeign tax law) (collectively, the \"338(h)(10) Election\") with respect  to\nthe  purchase  and sale of the Shares under this Agreement.  In  connection\nwith  any such election, Apple and SCI will jointly execute IRS Form 8023-A\n(Corporate  Qualified Stock Purchases) at the Closing.   The  parties  will\ntimely  file the Form 8023-A with the appropriate Internal Revenue  Service\n(\"IRS\")  Center, via certified mail, return receipt requested to  establish\nproof of filing of the form with the IRS.  Apple and SCI also agree to file\nany other forms or to take such other steps as may be necessary to properly\neffect  such election.  Apple will pay any tax attributable to any gain  or\nloss incurred by Apple with regard to the making of the 338(h)(10) Election\nand will indemnify SCI and NEWCO against any liabilities arising out of any\nfailure  by  Apple to pay such taxes.  In connection with  such  338(h)(10)\nelection,  the  Purchase Price shall be allocated by  mutual  agreement  of\nApple  and SCI, as set forth in Exhibit F attached hereto.  Apple  and  SCI\nwill  file  all tax returns (including amended returns and any  claims  for\nrefund)   and  information  reports  in  a  manner  consistent  with   such\nallocation.\n                               99\n\n\n\n\n2.8  No Breach By Reason of Sale.;  It is the intention of the parties that\nthis  Agreement shall not constitute an assignment or attempted  assignment\nof  any lease, license, commitment or other contract or agreement to  which\neither  SCI  or  Apple  is  a party, if any such  assignment  or  attempted\nassignment  would  constitute  a  breach or  violation  thereof;  it  being\nunderstood,  however, that the preceding does not relieve  Apple  from  any\nliability to NEWCO or to SCI which Apple would otherwise have hereunder  by\nreason  of  a  breach of Apple's representations, warranties, covenants  or\nconditions  resulting  from the failure of Apple to  transfer  such  lease,\nlicense, commitment, or other contract or agreement to NEWCO.\n\n2.9   Waiver of Bulk Sales Law Compliance.;  Compliance with the bulk sales\nlaws  of the State of Colorado, if any, and those of any other jurisdiction\nwhich  may be applicable to the Transaction, is hereby waived by  SCI,  and\nApple  hereby  agrees to defend, indemnify and hold NEWCO and SCI  harmless\nfrom  and  against any claims by any Person arising out of or  due  to  the\nfailure  to  comply with such bulk sales laws, including without limitation\nany claims by any Person against all or any part of the Assets.\n\n2.10  Hart-Scott-Rodino  Filing.;  Promptly  following  execution  of  this\nAgreement by the parties, SCI and Apple shall prepare such documentation as\nmay  be  necessary  to make any required filing under the Hart-Scott-Rodino\nAntitrust  Improvements  Act  of 1976, as amended  (the  \"HSR  Act\").   The\nparties  shall  cooperate  with respect to the  filing,  including  without\nlimitation providing relevant data to the other as needed to complete  said\nfiling.  SCI shall pay all required fees with respect to such filing.\n\n3.   REPRESENTATIONS AND WARRANTIES OF APPLE.\n\nApple  hereby  represents  and warrants to SCI and  to  NEWCO,  as  of  the\nEffective Date and as of the Closing Date, as follows:\n\n3.1   Corporate  Organization.;   Apple is a  corporation  duly  organized,\nvalidly  existing  and in good standing under the laws of  California,  has\nfull  corporate power and authority to carry on its business as it  is  now\nbeing conducted at the Site and to own the Assets, and is duly qualified to\ndo business in the State of Colorado as a foreign corporation.\n\n3.2   Authorization.;   The execution and delivery of this  Agreement,  the\nBill of Sale, the Assignment and Assumption Agreement, the transfer of  the\nShares,  and all deeds, endorsements, assignments and other instruments  to\nbe  executed and delivered by Apple hereunder, and the consummation of  the\nTransaction, have been duly authorized by all necessary corporate action on\nthe part of Apple.  This Agreement has been duly executed and delivered  by\nApple and, when duly and validly executed by SCI, will constitute the valid\nand  binding  obligation of Apple, enforceable against Apple in  accordance\nwith  its terms, except as enforceability may be limited by bankruptcy  and\nother similar laws and general principles of equity.  The Deed, the Bill of\nSale, the Assignment and Assumption Agreement, and the deeds, endorsements,\nassignments and other instruments to be executed and delivered to NEWCO  by\nApple at the Closing will be valid and binding obligations of Apple,\n                               100\n\n\n\n\nenforceable  against  Apple  in accordance  with  their  terms,  except  as\nenforceability  may be limited by bankruptcy and similar laws  and  general\nprinciples of equity, and will effectively convey to and vest in NEWCO good\nand  marketable  title to the Assets, subject only to  the  conditions  set\nforth therein and to the Permitted Liens (as defined in Section 3.5).   The\ntransfer  of the certificates representing the Shares, and all endorsements\nand stock powers executed in connection therewith, and all other documents,\ninstruments and certificates to be executed and delivered to SCI  by  Apple\nat  the Closing will be valid and binding obligations of Apple, enforceable\nagainst Apple in accordance with their terms, except as enforceability  may\nbe limited by bankruptcy and similar laws and general principles of equity,\nand will effectively convey to and vest in SCI good and marketable title to\nthe Shares.\n\n3.3   No Violation.  The execution and delivery of this Agreement by  Apple\nand  the performance of this Agreement by Apple will not (i) conflict  with\nor  violate the Articles of Incorporation or Bylaws of Apple, (ii)  subject\nto the obtaining of all required consents from governmental entities having\njurisdiction  or  other  third  parties, as  provided  in  this  Agreement,\nconflict  with  or  violate any law, rule, regulation, order,  judgment  or\ndecree  applicable  to Apple or by which any of its property  is  bound  or\naffected, or (iii) result in any breach of or constitute a default  (or  an\nevent  that  with notice or lapse of time or both would become  a  default)\nunder,  or impair Apple's rights or alter the rights or obligations of  any\nthird  party under, or give to others any rights of termination, amendment,\nacceleration or cancellation of, or result in the creation of any  lien  or\nencumbrance  on any of the Assets or the Shares pursuant to,  any  material\nnote,  bond,  mortgage,  indenture, contract,  agreement,  lease,  license,\npermit,  franchise or other instrument or obligation to which  Apple  is  a\nparty  or  by  which Apple is bound or affected, except,  with  respect  to\nclauses  (ii)  and (iii), for any such conflicts, violations,  defaults  or\nother occurrences that would not have a Material Adverse Effect on Apple.\n\n3.4   Consents.   Except for governmental consents required under  the  HSR\nAct, which will be requested as provided in Section 2.10 of this Agreement,\nand  as  may  be  required under the Assigned Contracts  and  the  Assigned\nPermits, no consent of any Person (other than those previously obtained) is\nnecessary  to  the  consummation  of the  Transaction,  including,  without\nlimitation,  consents  from parties to loans, contracts,  leases  or  other\nagreements and consents from governmental agencies, whether federal, state,\nor local or foreign.\n\n3.5  Title to Assets; Encumbrances.\n\n      A.   Apple has good and marketable title to the Personal Property and\nthe  Initial Inventory, and good, marketable fee simple title to  the  Real\nProperty,  subject only to the Permitted Liens.  The Assets  are  free  and\nclear  of  all liens (including liens for Taxes as defined below),  claims,\ncharges,  security interests or other encumbrances of any nature whatsoever\nincluding, without limitation, leases, chattel mortgages, conditional sales\ncontracts,  collateral security arrangements and other  title  or  interest\nretention  arrangements (collectively, \"Liens\"), except for the  following,\nall of which shall be deemed \"Permitted Liens\": (i) minor imperfections  of\ntitle,  exceptions, variances, reservations or limitations (if  any),  (ii)\nLiens  for  current  taxes,  assessments  and  like  impositions  not   yet\ndelinquent, (iii)  zoning  code  and building code provisions applicable to\n                               101\n\n\n\n\nthe  Real Property,  (iv) rights reserved to any governmental authority  to\nregulate any of the Assets, and (v) inchoate materialmen's, mechanic's and \nworkmen's liens or other like liens arising in the ordinary course of business;\nnone of  which  materially  detract from the value or  impair  the  use  of\nthe property  subject  thereto  as currently used,  or  materially  impair  \nthe current operations of the Site.\n\n      B.   With respect to the Real Property, Apple warrants and represents\nas follows:\n\n          (i)  No options have been granted to others to purchase, lease or\notherwise  acquire any interest in the Real Property, or any part  thereof.\nApple  has  the exclusive right of possession of each tract comprising  the\nReal  Property,  subject  only to matters of record  (including  easements,\nrights of way and other similar matters of record).\n\n           (ii)  Neither Apple nor any other Person has caused any work  or\nimprovements  to be performed upon or made to the Real Property  for  which\nthere  remains outstanding any payment obligation that would or might serve\nas  the  basis for any claim, lien, charge or encumbrance in favor  of  the\nPerson which performed the work, other than Permitted Liens.\n\n           (iii)      All  requisite certificates of  occupancy  and  other\npermits  or approvals required with respect to the improvements on  any  of\nthe  Real Property and the occupancy and use thereof have been obtained and\nare currently in effect.\n\n            (iv)  Except  as  disclosed  to  SCI,  Apple  has  received  no\nnotification  that  it is in violation of any applicable building,  zoning,\nanti-pollution, health or other law, ordinance or regulation in respect  of\nthe  Assets or in respect of Apple's operations at the Site, and  no  facts\nhave  come  to  the  attention of Apple to cause it  to  believe  any  such\nviolation exists.\n\n           (v)   Neither the whole nor any portion of the Real Property  is\nsubject  to  any  governmental decree or order  to  be  sold  or  is  being\ncondemned, expropriated or otherwise taken by any public authority with  or\nwithout payment of compensation therefor, nor to Apple's best knowledge has\nany such condemnation, expropriation or taking been proposed.\n\n3.6   Condition  of Assets.  The Personal Property has no material  defects\nand  is  in  good  operating condition and repair,  normal  wear  and  tear\nexcepted, and is adequate for the uses to which it is being put;  and  that\nportion of the Personal Property identified in Exhibit B as equipment  used\nin  the  manufacture  and  assembly of Apple Products  has  been  regularly\nmaintained in the ordinary course of business.\n\n3.7   Assigned  Permits.   To the best of Apple's knowledge,  the  Assigned\nPermits constitute all permits needed to operate the Assets at the Fountain\nFacility.\n                               102\n\n\n\n\n3.8  Taxes.\n\n      A.   \"Taxes\" shall mean all taxes, charges, fees, levies, imposts  or\nother  assessments, including, without limitation, income, gross  receipts,\nexcise,  use, transfer, property, sales, license, payroll, withholding  and\nfranchise  taxes,  imposed by the United States, or  any  state,  local  or\nforeign government or subdivision or agency thereof, whether computed on  a\nunitary,  combined or any other basis, and also including any interest  and\npenalties or additions to tax.\n\n      B.    As of the date hereof, there are no Liens with respect to Taxes\n(other  than  Permitted Liens for Taxes not yet delinquent)  in  connection\nwith the Assets.  Apple has reserved for or paid, withheld, collected,  and\npaid  over  to  the  proper governmental authorities all  Taxes  which  are\nrequired  to  be  paid, withheld, collected, or paid to and  including  the\nClosing  Date  with respect to the Assets and its operations  at  the  Site\n(other  than  Taxes which are being contested by Apple in good faith),  and\nApple  shall  pay  all Taxes due and payable to and including  the  Closing\nDate,  to the extent that such amounts are not prorated at the Closing  and\nthe payment obligation therefor would thereafter rest with NEWCO.\n\n      C.    For  all  periods  to and including the Closing  (whether  such\nperiods  are  reflected  in a return or report  ending  on  or  before  the\nClosing, or after the Closing), NEWCO has timely filed or will have  filed,\nall  Federal,  foreign, state, county, local and\/or other taxing  authority\ntax  returns, reports, or other required filings with respect to any Taxes,\nand  has  paid or will pay such Taxes with respect to such returns, reports\nor required filings for all such periods as such Taxes become due.\n\n      D.    Apple  agrees that it shall indemnify and hold  SCI  and  NEWCO\nharmless  of  and from any loss, liability or expense actually incurred  by\nSCI or NEWCO as a result of all tax liability for which NEWCO may be liable\nas  a member of an affiliated, consolidated, unitary or combined group  (as\ndefined  in  Section  1502 of the Code, or any comparable  state  or  local\nstatute, rule or regulation) which includes Apple or any Apple Affiliates.\n\n3.9   Contracts.  The list of contracts and agreements set forth in Exhibit\nE  attached  hereto is a true, complete and correct list of all agreements,\ncontracts  and commitments necessary to operate the Assets, and to  Apple's\nbest  knowledge there are no material defaults by any party thereunder  nor\nhave  any amendments, oral or written, to any such Assigned Contracts  been\nmade or entered into by Apple except as set forth in said Exhibit E.\n\n3.10 Assumed Liabilities.  Apple has disclosed to SCI all known liabilities\nof  Apple  under  and pursuant to the Assigned Contracts and  the  Assigned\nPermits, and with respect to the Assets.\n\n3.11  Litigation.  There are no actions, suits, inquiries,  proceedings  or\ninvestigations  by or before any court or governmental or other  regulatory\nor   administrative  agency  or  commission  (collectively,  \"Proceedings\")\npending  or,  to  Apple's best knowledge, threatened against  or  involving\nApple  (other  than solely as plaintiff initiated by Apple in the  ordinary\ncourse  of  collecting receivables) relating to the Assets.   There  is  no\nProceeding known to Apple to be pending or threatened which questions or\n                               103\n\n\n\n\nchallenges  the  validity of this Agreement or any action taken  or  to  be\ntaken  by  Apple  pursuant  to this Agreement or  in  connection  with  the\nTransaction; nor to Apple's best knowledge is there any valid basis for any\nsuch Proceeding with respect to Apple.  Apple is not in default under or in\nviolation  of, nor to Apple's best knowledge is there any valid  basis  for\nany  claim of default under or violation of, any of the Assigned Contracts,\nwhich  default or violation would have a Material Adverse Effect on NEWCO's\nownership and operation of the Assets, or on SCI's ownership of NEWCO.\n\n3.12  Compliance with Law.  Except for insubstantial violations which would\nhave  no Material Adverse Effect, Apple's operations at the Site have  been\nconducted  in  accordance with all applicable laws, regulations  and  other\nrequirements of all national governmental authorities, and of  all  states,\nmunicipalities  and  other  political  subdivisions  and  agencies   having\njurisdiction  over  Apple's  operations at  the  Site,  including,  without\nlimitation,  all  such  laws,  regulations  and  requirements  relating  to\nantitrust,  consumer  protection,  currency  exchange,  equal  opportunity,\nhealth,  occupational  safety,  pension, and  securities.   Apple  has  not\nreceived any notification of any asserted present or past failure by  Apple\nto comply with such laws, rules or regulations.\n\n3.13  Environmental Protection.  To Apple's best knowledge, during  Apple's\nownership  and  operation  of  the Fountain Facility,  Apple  has  had  all\npermits, licenses and other authorizations which are required in connection\nwith  its  operations  at  the  Fountain Facility  under  and  pursuant  to\napplicable  Federal,  state  and  local laws,  rules,  regulations,  codes,\norders,  decrees,  judgments  or  injunctions  relating  to  pollution   or\nprotection  of the environment, including without limitation laws  relating\nto torts and laws relating to emissions, discharges, releases or threatened\nreleases  of  pollutants, contaminants, chemicals or any other  industrial,\nhazardous   or   toxic  substances,  materials  or  wastes   (collectively,\n\"Hazardous Materials\") into the environment (including, without limitation,\nambient  air, surface water, ground water, or land), or otherwise  relating\nto  the  manufacture,  processing, distribution, use,  treatment,  storage,\ndisposal,  transport,  handling  of, or exposure  to,  Hazardous  Materials\n(collectively, \"Environmental Laws\") at the Fountain Facility.   Except  as\nmay  have been disclosed to SCI in any documentation delivered by Apple  to\nSCI  prior  to  the  Effective Date, Apple is,  and  has  been  during  its\noperations  at  the  Fountain Facility, in compliance with  all  terms  and\nconditions of such required permits, licenses and authorizations,  and,  to\nthe  best of Apple's knowledge, nothing has occurred while Apple has  owned\nthe  Fountain Facility which would cause Apple to fail to be in  compliance\nwith said Environmental Laws with respect to its operations at the Fountain\nFacility.   Except  as may have been disclosed to SCI in any  documentation\ndelivered  by Apple to SCI prior to the Effective Date, Apple is not  aware\nof,  nor  has Apple received notice of, any past, present or future events,\nconditions,  circumstances, activities, practices,  incidents,  actions  or\nplans  which may interfere with or prevent continued compliance  with  said\nEnvironmental  Laws,  or which may give rise to any  common  law  or  legal\nliability,  or  may otherwise form the basis of any claim, action,  demand,\nsuit,  proceeding  or hearing, based on or related to Apple's  manufacture,\nprocessing,  distribution,  use, treatment, storage,  disposal,  transport,\nhandling,  exposure to, emission, discharge, release or threatened  release\ninto the environment, of any Hazardous Materials at the\n                               104\n\n\n\n\nFountain  Facility.  There is no civil, criminal or administrative  action,\nsuit, demand, claim, hearing, notice or demand letter, notice of violation,\ninvestigation,  or  proceeding  pending  or,  to  Apple's  best  knowledge,\nthreatened,  against Apple relating in any way to said  Environmental  Laws\nwith respect to Apple's use and operation of the Fountain Facility.\n\n3.14  Occupational  Safety and Health.  Except as set forth  in  Exhibit  I\nattached  hereto,  to  Apple's best knowledge, Apple is,  in  all  material\nrespects,   in   compliance  with  all  standards,  duties,   requirements,\nresponsibilities,  rules, regulations and orders (hereinafter  \"safety  and\nhealth obligations\") currently promulgated under, or issued pursuant to  or\nin  enforcement of the Occupational Safety and Health Act of 1970,  or  any\nlaws, plans, or safety and health obligations currently established by  any\nstate  or  political  subdivision thereof or by common law,  applicable  to\nApple's  operations  at the Site, with respect to occupational  safety  and\nhealth.  Except as set forth in said Exhibit I, Apple is not aware of,  nor\nhas  Apple  received  notice  of,  any  past,  present  or  future  events,\nconditions,  circumstances, activities, practices,  incidents,  actions  or\nplans  relating to its operations at the Site which prevent  compliance  or\ncontinued  compliance with the aforesaid laws, plans or safety  and  health\nobligations  as  they  exist on the date hereof  or  any  orders,  decrees,\njudgments, or injunctions, which have been issued, entered, promulgated  or\napproved  thereunder, or which may give rise to any  common  law  or  legal\nliability, or otherwise form the basis of any claim, action, demand,  suit,\nproceeding  or hearing, based on Apple's violation of any of the  aforesaid\nlaws, plans, or safety and health obligations to employees or others and on\nits duty to maintain a workplace free of safety and health hazards.  Except\nas   set  forth  in  said  Exhibit  I,  there  is  no  civil,  criminal  or\nadministrative action, suit, demand, claim, hearing, citation, employee  or\nother  complaint, notice of violation, investigation, or proceeding pending\nor  to Apple's best knowledge threatened against Apple relating in any  way\nto  the aforesaid laws, plans, or safety and health obligations established\nby the Federal government or any state or political subdivision thereof, or\nby  common  law,  or any orders, decrees, judgments or injunctions  issued,\nentered,  promulgated  or  approved  thereunder  with  respect  to  Apple's\noperations at the Site.\n\n3.15  Financial  and Cost Data.  All financial and cost  data  relating  to\nApple's ownership and operation of the Assets disclosed to SCI by Apple  is\naccurate and complete in all material respects.\n\n3.16 Representations and Warranties With Respect to NEWCO.\n\n      A.    Organization of NEWCO.  NEWCO will be formed by  Apple,  on  or\nbefore  the  Closing  Date,  solely for the  purpose  of  engaging  in  the\nTransaction.   From the date of its incorporation and at all times  through\nand  until the Closing, NEWCO will be a corporation duly organized, validly\nexisting  and  in  good  standing under  the  laws  of  the  state  of  its\nincorporation,  have full corporate power and authority  to  carry  on  its\nbusiness,  and (if not incorporated in Colorado) be duly qualified  in  the\nState of Colorado as a foreign corporation.\n\n      B.   Capitalization.  From the date of the incorporation of NEWCO and\nat all times through and including the Closing:\n                               105\n\n\n\n\n           (i)  Apple will be the record and beneficial owner and holder of\nthe  Shares,  free  and clear of any encumbrances or  restrictions  of  any\nnature,  including,  without  limitation, any  liens,  judgments,  security\ninterests, equities, claims and demands.\n\n           (ii)  Apple will not be a party to any option, warrant, purchase\nright,  or other contract or commitment that could require Apple  to  sell,\ntransfer, or otherwise dispose of the Shares (other than this Agreement).\n\n           (iii)      Apple will not be a party to any voting trust, proxy,\nor  other  agreement or understanding with respect to  the  voting  of  the\nShares.\n\n           (iv)  No  legend or other reference to any purported encumbrance\nwill appear upon any certificate representing the Shares.\n\n           (v)   All of the Shares will be duly authorized, validly issued,\nfully paid and nonassessable.\n\n           (vi) NEWCO will not be a party to or be bound by any outstanding\nor  authorized options, warrants, calls, rights, commitments or  any  other\nagreements  of  any  character requiring NEWCO to  issue,  transfer,  sell,\npurchase, redeem or acquire any shares of capital stock or any other equity\nor   debt  securities  or  any  securities  or  rights  convertible   into,\nexchangeable for, or evidencing the right to subscribe for or acquire,  any\nshares of capital stock or any other equity or debt securities of NEWCO.\n\n      C.    Authorization.  At the Closing, NEWCO will have full  corporate\npower  and  authority  to  execute  and  deliver  any  and  all  agreements\ncontemplated under this Agreement, including, without limitation, the  Bill\nof Sale and the Assignment and Assumption Agreement.\n\n      D.   No Violation.  As of the Closing, NEWCO's execution and delivery\nof the Closing documents to which it is a party, and its performance of and\nunder  any of the Assigned Contracts or the Assigned Permits, will not  (i)\nconflict with or violate the Articles of Incorporation or Bylaws of  NEWCO,\n(ii)  subject  to the obtaining of all required consents from  governmental\nentities having jurisdiction, as provided in this Agreement, conflict  with\nor  violate any law, rule, regulation, order, judgment or decree applicable\nto  NEWCO, or (iii) result in any breach of or constitute a default (or  an\nevent  that  with notice or lapse of time or both would become  a  default)\nunder,  or impair NEWCO's rights or alter the rights or obligations of  any\nthird party under, or give to others any right of termination or amendment,\nacceleration or cancellation of, or result in the creation of any  lien  or\nencumbrance (other than Permitted Liens) on any of the Assets pursuant  to,\nany  material note, bond, mortgage, indenture, contract, agreement,  lease,\nlicense,  permit,  franchise or other instrument or  obligations  to  which\nApple  or NEWCO is a party or by which Apple or NEWCO is bound or affected,\nexcept,  with  respect to clauses (ii) and (iii), for any  such  conflicts,\nviolations,  defaults or other occurrences that would not have  a  Material\nAdverse Effect on Apple or NEWCO, or affect the transfer of the Assets  and\nthe sale of the Shares as provided herein.\n                               106\n\n\n\n\n      E.    Assets and Liabilities.  From the date of the incorporation  of\nNEWCO and at all times to and until the Closing,\n\n          (i)  Except for obligations or liabilities incurred in connection\nwith its incorporation or organization and the Transaction, NEWCO will  not\nhave   incurred,   directly  or  indirectly  through  any  affiliate,   any\nobligations or liabilities or engaged in any business or activities of  any\ntype or kind whatsoever or entered into any arrangements with any person or\nentity;\n\n           (ii)  NEWCO  will not own, or have any contract to acquire,  any\nequity  securities  or  other securities of any entity  or  any  direct  or\nindirect  equity  or  ownership interest in any business  (other  than  the\nAssets);\n\n          (iii)     NEWCO will have no assets or liabilities other than the\nAssets and the Assumed Liabilities.\n\n3.17  Operation of Fountain Facility Prior to Closing.  As of  the  Closing\nDate, the Fountain Facility (including the Assets) shall have been operated\nby Apple in accordance with the provisions of Section 7.\n\n4.   REPRESENTATIONS AND WARRANTIES OF SCI.\n\nSCI  hereby represents and warrants to Apple, as of the Effective Date  and\nas of the Closing Date, as follows:\n\n4.1   Corporate Organization.  SCI is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware,  and\nhas  full corporate power and authority to carry on its business as  it  is\nnow being conducted.\n\n4.2   Authorization.;  SCI has full corporate power and authority to  enter\ninto  this  Agreement and to carry out the Transaction.  The execution  and\ndelivery of this Agreement and the consummation of the Transaction has been\nduly authorized by all necessary corporate action on the part of SCI.  This\nAgreement,  and all other documents, instruments and certifications  to  be\nexecuted  and  delivered  by SCI hereunder, have  been  duly  executed  and\ndelivered  by  SCI  and, when duly and validly executed by  Apple  (to  the\nextent necessary), will constitute the valid and binding obligation of SCI,\nenforceable  against  SCI  in  accordance  with  their  terms,  except   as\nenforceability  may  be limited by bankruptcy and other  similar  laws  and\ngeneral principles of equity.\n\n4.3  No Violation.  The execution and delivery of this Agreement by SCI and\nthe  performance  of this Agreement by SCI will not (i)  conflict  with  or\nviolate the Articles of Incorporation or Bylaws of SCI, (ii) subject to the\nobtaining  of  all  required  consents from  governmental  entities  having\njurisdiction, as provided in this Agreement, conflict with or  violate  any\nlaw,  rule, regulation, order, judgment or decree applicable to SCI  or  by\nwhich any of its property is bound or affected, or (iii)\n                               107\n\n\n\n\nresult  in  any  breach of or constitute a default (or an event  that  with\nnotice  or  lapse of time or both would become a default) under, or  impair\nSCI's  rights or alter the rights or obligations of any third party  under,\nor  give  to  others any rights of termination, amendment, acceleration  or\ncancellation  of, or result in the creation of any lien or  encumbrance  on\nany  of  the  Assets  pursuant  to,  any  material  note,  bond,  mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or  other\ninstrument or obligation to which SCI is a party or by which SCI  is  bound\nor  affected, except, with respect to clauses (ii) and (iii), for any  such\nconflicts, violations, defaults or other occurrences that would not have  a\nMaterial Adverse Effect on SCI.\n\n4.4   Consents.   Except for governmental consents required under  the  HSR\nAct, which will be requested as provided in Section 2.10 of this Agreement,\nand  as  may  be  required under the Assigned Contracts  and  the  Assigned\nPermits, no consent of any Person (other than those previously obtained) is\nnecessary  to  the  consummation  of the  Transaction,  including,  without\nlimitation,  consents  from parties to loans, contracts,  leases  or  other\nagreements and consents from governmental agencies, whether federal, state,\nor local or foreign.\n\n4.5   Adequate Financing.  SCI has adequate financial resources to pay  the\nPurchase Price, in full, at the Closing, as required by Section 1.2 of this\nAgreement,  and  all other costs to be paid by SCI as provided  in  Section\n1.5,  without  placing a lien or encumbrance on the Assets  such  that  the\nforeclosure  of  said  lien or encumbrance could have  a  Material  Adverse\nEffect  on the performance under the Manufacturing Agreement or any of  the\nRelated Agreements by SCI or NEWCO, as the case may be.\n\n5.   CONDITIONS TO THE OBLIGATIONS  OF SCI.\n\nThe obligations of SCI under this Agreement are subject to the satisfaction\non or before the Closing Date of the following conditions, any of which may\nbe waived by SCI in writing:\n\n5.1  Inspection of Assets; Completion of Due Diligence.\n\n     A.   SCI shall have the right, at all times between the Effective Date\nof  this  Agreement and 12:00 o'clock midnight on May 24,  1996  (the  \"Due\nDiligence Completion Date\"), which period is referred to herein as the \"Due\nDiligence  Period\",  within  which to make or  obtain  any  investigations,\ntests,  examinations,  reports, approvals or  arrangements  which  SCI  may\ndesire  with regard to the Assets (herein, the \"Due Diligence\"),  including\nwithout  limitation: the physical condition of the Assets, the presence  of\nHazardous Materials on or about the Real Property, all documents and  other\nmatters described in any title report which SCI may obtain with respect  to\nthe  Real Property, the zoning and other governmental or quasi-governmental\napprovals or consents relating to the Assets, and the like.  SCI agrees  to\nindemnify,  defend and hold Apple and the Assets harmless of and  from  any\nclaim,  liability  or  expense (including reasonable  attorneys'  fees  and\ncosts)  arising  out of or in connection with any damage or destruction  of\nany  property and\/or injury or death to any person in connection with SCI's\nperformance  or conduct of the Due Diligence, including without  limitation\nSCI's   entry,   or  the  entry  of  its  employees,  agents,  contractors,\nconsultants  and  experts, upon the Site for the purpose of  performing  or\nconducting the Due Diligence, and SCI further agrees to keep the\n                               108\n\n\n\n\nAssets  free  and clear of all liens, claims and encumbrances of  any  kind\narising  from or in regard to the Due Diligence.  During the Due  Diligence\nPeriod,  upon  reasonable prior notice to Apple's designated representative\nat  the Site, Apple shall permit SCI and its representatives access to  the\nSite  for  the  purpose  of  performing or conducting  the  Due  Diligence,\nprovided that: (i) at all times SCI and its representatives shall, if Apple\nso  requests or requires, be escorted by an Apple representative, and  (ii)\nexcept as provided in Section 5.1.B, below, SCI shall not extract or sample\nany  portion  of the Real Property or the ground water thereunder  for  the\npurpose  of  testing or evaluation, nor drill any hole, dig  any  well,  or\nperform   any   borings  on  or  about  the  Real  Property  (collectively,\n\"Sampling\").\n\n      B.   During the Due Diligence Period, SCI, at its sole expense, shall\nhave  the  right, in order to complete its Due Diligence, and in  order  to\ndetermine whether Hazardous Materials are present on the Real Property,  to\nextract  and  sample  portions of the Real Property and  the  ground  water\nthereunder,  and to otherwise perform investigations, historical  analyses,\nand  make  inquiries  relative to the presence  or  potential  presence  of\nHazardous Materials on the Real Property, and shall have the right to drill\nholes,  dig wells, and perform borings, provided that such entry  onto  the\nReal  Property shall comply with the terms and provisions of Section 5.1.A,\nabove, and further provided that:\n\n           (i)   Apple  shall have the right to approve, in its  reasonable\ndiscretion,  all engineers, consultants, companies, laboratories,  drillers\nand  other  persons  proposed by SCI to perform any of the  Due  Diligence,\nprior  to  their  entry onto the Site, and SCI shall  not  allow  any  such\npersons  onto  the  Site  prior  to advising  Apple  and  giving  Apple  an\nopportunity  to approve all such persons, with such approval  being  deemed\ngiven  if  Apple does not advise SCI, within three (3) business days  after\nbeing advised of SCI's selection of any third party, of Apple's disapproval\nof the designated third party;\n\n           (ii)  SCI  shall  obtain  Apple's prior written  consent  (which\nconsent  shall  not be unreasonably withheld or delayed)  to  the  sampling\nplan,  testing  methods  and other material elements  of  the  sampling  or\ntesting proposed by SCI;\n\n          (iii)     SCI shall, at its sole expense, seal and cap any holes,\nwells,  or  other  borings made by it, and shall restore the  Site  to  its\ncondition existing prior to any such sampling or testing by SCI;\n\n           (iv)  SCI shall conduct all sampling or testing, and all closure\nwork  with  respect  to such sampling or testing, in  accordance  with  all\nFederal,  state and local rules, regulations, laws and statutes  applicable\nthereto;\n\n          (v)  SCI shall bear all costs of any sampling or testing, and any\nclosure work in connection therewith; and\n\n           (vi)  SCI shall hold and maintain all reports, results and other\ninformation  concerning any testing or sampling, and  the  Assets,  in  the\nstrictest confidence, and shall promptly deliver true, complete and correct\ncopies thereof to Apple, upon SCI's receipt of the same.\n                               109\n\n\n\n\n      C.   Prior to the expiration of the Due Diligence Period, Apple shall\nhave  completed  and delivered to SCI an environmental questionnaire  in  a\nform reasonably acceptable to the parties.\n\n      D.    Prior to the expiration of the Due Diligence Period, SCI  shall\nhave  received all documents and information reasonably requested by it  as\npart  of  the Due Diligence, and shall have approved the condition  of  the\nAssets, and otherwise be satisfied with the results of its Due Diligence.\n\n5.2    Representations  and  Warranties  True.   The  representations   and\nwarranties of Apple contained in Section 3, as such section may be  amended\nby  the parties prior to the expiration of the Due Diligence Period, and in\nall certificates and other documents delivered and to be delivered by Apple\nto  SCI  and NEWCO pursuant to the terms of this Agreement or in connection\nwith  the  Transaction shall be true, complete and accurate in all material\nrespects  as  of  the date when made and at and as of the Closing  Date  as\nthough  such  representations and warranties were made at and  as  of  such\ndate.\n\n5.3   Performance.  Apple shall have performed and complied in all material\nrespects with all agreements, obligations and conditions required  by  this\nAgreement  to  be performed or complied with by Apple on or  prior  to  the\nClosing.\n\n5.4    Certificate  of  Apple.   Apple  shall  have  delivered  to  SCI   a\ncertificate, dated as of the Closing Date, certifying in such detail as SCI\nmay  reasonably  request,  as to the fulfillment and  satisfaction  of  the\nconditions set forth in Sections 5.2 and 5.3, above.\n\n5.5  Resolutions.\n\n     A.   Apple shall have delivered to SCI duly adopted resolutions of the\nBoard  of  Directors of Apple, certified by the Secretary or  an  Assistant\nSecretary  of  Apple as of the Closing Date, authorizing and approving  the\nexecution  and  delivery of this Agreement by Apple, and all  other  action\nnecessary to enable Apple to perform under this Agreement.\n\n     B.   Apple shall have delivered to SCI duly adopted resolutions of the\nBoard  of  Directors of NEWCO, certified by the Secretary or  an  Assistant\nSecretary  of  NEWCO  as  of  the Closing Date, authorizing  and  approving\nNEWCO's performance under this Agreement.\n\n5.6   Opinion of Counsel.  SCI shall have received an opinion from  counsel\nfor Apple, in form and substance reasonably acceptable to SCI, with respect\nto the matters set forth in Sections 3.1, 3.2 and 3.3 of this Agreement, as\nwell  as  with respect to the matters set forth in Sections 3.16.A, 3.16.B,\n3.16.C, and 3.16.D.\n\n5.7   No  Injunction.   On  the Closing Date there shall  be  no  effective\ninjunction, writ, preliminary restraining order or any order of any  nature\nissued by a court of competent jurisdiction or other governmental authority\nhaving  jurisdiction, directing that the Transaction not be consummated  or\nimposing  any conditions on the consummation of the Transaction which  SCI,\nin its sole discretion, deems unacceptable.\n                               110\n\n\n\n\n5.8   SCI Board Approval; Consents Obtained.  The Board of Directors of SCI\nshall  have approved the execution and delivery of this Agreement, and  SCI\nshall  have  obtained  all  other consents and  approvals  required  to  be\nobtained by it in order to consummate the transactions contemplated by this\nAgreement,  and any applicable waiting period under the HSR Act shall  have\nexpired or been terminated.\n\n5.9   Title  Insurance.  NEWCO shall be able to obtain, at standard  rates,\nfrom  a  title  insurance company satisfactory to SCI, a  policy  of  title\ninsurance, or an unconditional undertaking to issue the same, dated  as  of\nthe  Closing  Date, in face amounts and in form reasonably satisfactory  to\nSCI,  insuring  that  fee simple title to the Real Property  is  vested  in\nNEWCO,  subject  only to exceptions to title reasonably acceptable  to  SCI\n(the  \"Title  Insurance\").  In connection therewith, Apple agrees  that  it\nshall, promptly following execution of this Agreement, deliver to SCI  true\nand  correct  copies  of  all  surveys of  the  Real  Property  in  Apple's\npossession;  and  if Apple does not have such a survey  for  either  parcel\nconstituting the Real Property, then Apple shall obtain such a  survey  for\nSCI as promptly as possible upon SCI's request.\n\n5.10  Execution of Related Agreements.  The Related Agreements  shall  have\nbeen  fully negotiated and executed by the parties, and no bar shall  exist\nto  the  effectiveness of such agreements, including any default by  either\nparty thereunder.\n\n6.   CONDITIONS TO OBLIGATIONS OF APPLE.\n\nThe   obligations  of  Apple  under  this  Agreement  are  subject  to  the\nsatisfaction on or before the Closing Date of the following conditions, any\nof which may be waived by Apple:\n\n6.1    Representations  and  Warranties  True.   The  representations   and\nwarranties of SCI contained in Section 4 and in all certificates and  other\ndocuments  delivered and to be delivered by SCI to Apple  pursuant  to  the\nterms  of  this  Agreement or in connection with the Transaction  shall  be\ntrue,  complete and accurate in all material respects as of the  date  when\nmade  and at and as of the Closing Date as though such representations  and\nwarranties were made at and as of such date.\n\n6.2   Performance.  SCI shall have performed and complied in  all  material\nrespects with all agreements, obligations and conditions required  by  this\nAgreement  to  be  performed or complied with by it  on  or  prior  to  the\nClosing.\n\n6.3   Certificate of SCI.  SCI shall have delivered to Apple a certificate,\ndated  as  of  the  Closing Date, certifying in such detail  as  Apple  may\nreasonably  request,  as  to  the  fulfillment  and  satisfaction  of   the\nconditions set forth in Sections 6.1 and 6.2, above.\n                               111\n\n\n\n\n6.4    Resolutions.   SCI  shall  have  delivered  to  Apple  duly  adopted\nresolutions of the Board of Directors of SCI, certified by the Secretary or\nan  Assistant  Secretary  of SCI as of the Closing  Date,  authorizing  and\napproving  the  execution and delivery of this Agreement by  SCI,  and  all\nother action necessary to enable SCI to perform under this Agreement.\n\n6.5  Opinion of Counsel.  Apple shall have received an opinion from counsel\nfor SCI, in form and substance reasonably acceptable to Apple, with respect\nto the matters set forth in Sections 4.1, 4.2 and 4.3 of this Agreement.\n\n6.6   No  Injunction.   On  the Closing Date there shall  be  no  effective\ninjunction, writ, preliminary restraining order or any order of any  nature\nissued by a court of competent jurisdiction or other governmental authority\nhaving  jurisdiction, directing that the Transaction not be consummated  or\nimposing any conditions on the consummation of the Transaction which Apple,\nin its sole discretion, deems unacceptable.\n\n6.7   Apple  and  NEWCO Board Approval; Consents Obtained.  The  Boards  of\nDirectors  of  Apple  and of NEWCO shall have approved  the  execution  and\ndelivery  of  this Agreement, and Apple and\/or NEWCO, as the case  may  be,\nshall have obtained all other consents required to be obtained by either of\nthem  in  order  to consummate the Transaction, and any applicable  waiting\nperiod under the HSR Act shall have expired or been terminated.\n\n6.8   Execution of Related Agreements.  The Related Agreements  shall  have\nbeen  fully negotiated and executed by both Apple and SCI, and no bar shall\nexist  to  the effectiveness of such agreements, including any  default  by\neither party thereunder.\n\n7.   CONDUCT OF APPLE'S BUSINESS AT THE SITE PENDING\n     THE CLOSING.\n\nBetween  the  signing  of this Agreement and the Closing  Date,  except  as\notherwise  consented  to  by SCI in writing in  advance,  Apple  agrees  as\nfollows.\n\n7.1   Business in Ordinary Course.  Apple's business at the Site  shall  be\nconducted  only  in  the  ordinary course,  consistent  with  Apple's  past\npractice,  which  shall  not include the making  of  any  commitment  which\nextends  beyond  ninety (90) days from the date hereof, the acquisition  of\ncapital  assets  in  excess  of Fifty Thousand  Dollars  ($50,000)  in  the\naggregate,  or the removal of any Assets other than in the ordinary  course\nof  business.   Subject to the dollar limitations set forth above  in  this\nSection 7.1, and provided that Apple shall not be obligated or required  to\nexpend  more than Five Thousand Dollars ($5,000) in repairing or  replacing\nany  of  the  Assets,  Apple will use commercially  reasonable  efforts  to\nmaintain and keep the Assets in substantially as good condition and working\norder  as  at  the  Effective Date hereof, except for depreciation  through\nordinary wear and tear.\n                               112\n\n\n\n\n7.2   Sale  or  Pledge of Assets.  Subject to Apple's rights under  Section\n7.1,  above, Apple shall not sell or lease any of the Assets or  incur  and\nallow  to  continue to exist at the Closing Date any Liens on  any  of  the\nAssets,  except  for  Permitted  Liens, and  those  Liens  which  arise  by\noperation of law, or are incurred in the ordinary course in accordance with\nSection 7.1, or would not cause the representations contained in Section 3,\nabove, to be untrue were such Liens to exist on the Closing Date.\n\n7.3   Changes  in  Agreements.  Apple shall not  amend  or  modify  in  any\nmaterial  respect,  or  consent to the early termination  of,  any  of  the\nAssigned Contracts.\n\n7.4   Preservation  of Business Organization.  Consistent  with  the  other\nprovisions  of  this  Agreement, Apple shall  use  commercially  reasonable\nefforts  to  preserve  the Assets and the business of  Apple  at  the  Site\nintact,  and to keep available to SCI and\/or to NEWCO, as the case may  be,\nthe  services  of Apple's present employees consistent with past  practice,\nand  to  preserve the goodwill of Apple's suppliers and others with respect\nto the Assigned Contracts.\n\n7.5   Insurance.  Apple shall keep all insurance currently  in  place  with\nrespect  to  the  Assets in full force and effect.  All premiums  due  from\nApple  with  respect to such insurance have been paid, and  Apple  has  not\nreceived any notice of cancellation with respect thereto.\n\n7.6  Compliance with Laws.  Apple shall comply with all laws applicable  to\nits  ownership  and  operation  of  the Assets,  except  for  insubstantial\nviolations which would have no Material Adverse Effect.\n\n8.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES;\n     INDEMNIFICATION.\n\n8.1    Survival   of   Representations  and  Warranties.    Each   of   the\nrepresentations,  warranties,  covenants  and  agreements  of  the  parties\ncontained in this Agreement shall survive the Closing Date for a period  of\ntwo (2) years from the Closing Date; provided, however, that the warranties\nand  representations set forth in Section 3.13 shall survive for  a  period\nten  (10)  years  from the Closing Date; and, provided  further,  that  the\nwarranties and representations set forth in Section 3.8, the obligations of\nthe  parties with respect to the payment of any state and local  sales  and\ntransfer  taxes  with respect to the Personal Property  (as  set  forth  in\nSection 1.5), and the obligations under Section 2.7.B shall survive  for  a\nperiod of five (5) years from the Closing Date, or such later date on which\nthe statute of limitations for any Taxes covered thereby has expired.  None\nof  the warranties and representations of Apple set forth in this Agreement\nshall be deemed to merge into the Deed at the Closing.\n                               113\n\n\n\n\n8.2  Indemnification.\n\n      A.    By  Apple.   Apple shall indemnify, defend, and  hold  harmless\nNEWCO,  SCI  and  their  respective  subsidiaries,  affiliates,  directors,\nofficers,   employees,  representatives  and  agents   (collectively,   the\n\"Indemnified SCI Persons\"), and reimburse the Indemnified SCI Persons  for,\nfrom,  and  against  all  demands, claims, actions  or  causes  of  action,\nassessments,  losses, damages, liabilities, costs and expenses,  including,\nwithout  limitation,  interest, penalties and reasonable  attorneys'  fees,\ndisbursements  and expenses, imposed on or incurred by the Indemnified  SCI\nPersons, directly or indirectly, by reason of\n\n(i)  any  breach  by  Apple  of any of its representations  and  warranties\n     contained in this Agreement,\n\n(ii) any  failure  by  Apple  to  perform  any  covenant,  undertaking   or\n     obligation on its part hereunder,\n\n(iii)      all  Liens  referred  to  in  Section  3.5  (including,  without\n     limitation, Permitted Liens for Taxes not yet delinquent and Permitted\n     Liens for Taxes which are being contested by Apple in good faith),\n\n(iv) the  failure  of  Apple hereto to comply with the  provisions  of  any\n     applicable  bulk  sales, fraudulent conveyance or other  law  for  the\n     protection of creditors,\n\n(v)  any liability related to the Excluded Assets, and\/or\n\n(vi) any other liability of Apple other than the Assumed Liabilities.\n\n      B.   By SCI.  SCI shall indemnify, defend and hold harmless Apple and\nits    subsidiaries,    affiliates,   directors,    officers,    employees,\nrepresentatives and agents (collectively, the \"Indemnified Apple Persons\"),\nand  reimburse  the Indemnified Apple Persons for, from,  and  against  all\ndemands, claims, actions or causes of action, assessments, losses, damages,\nliabilities,  costs and expenses, including, without limitation,  interest,\npenalties  and  reasonable  attorneys' fees,  disbursements  and  expenses,\nimposed  on  or  incurred  by the Indemnified Apple  Persons,  directly  or\nindirectly, by reason of\n\n(i)  any  breach  by  SCI  of  any  of its representations  and  warranties\n     contained in this Agreement,\n\n(ii) any  failure by SCI to perform any covenant, undertaking or obligation\n     on its part hereunder, and\/or\n\n(iii)      the  failure of SCI hereto to comply with the provisions of  any\n     applicable  bulk  sales, fraudulent conveyance or other  law  for  the\n     protection of creditors.\n                               114\n\n\n\n\n      C.    If any action or claim shall be brought or asserted against  an\nindemnified  party  under this Section 8.2 or any  successor  thereto  (the\n\"Indemnified  Party\") in respect of which indemnity may be sought  from  an\nindemnifying  party under this Section 8.2 (the \"Indemnifying Party\"),  the\nIndemnified Party shall immediately notify the Indemnifying Party who shall\nassume  the defense thereof, including the employment of counsel reasonably\nsatisfactory  to  the Indemnified Party and the payment  of  all  expenses;\nexcept that any delay or failure to so notify the Indemnifying Party  shall\nonly  relieve  the Indemnifying Party of its obligations hereunder  to  the\nextent,  if at all, that the Indemnifying Party is prejudiced by reason  of\nsuch  delay  or  failure.  The Indemnified Party shall have  the  right  to\nemploy  separate counsel in any such action and participate in the  defense\nthereof,  but the fees and expenses of such counsel shall be borne  by  the\nIndemnified  Party  unless  (i)  the employment  thereof  shall  have  been\nspecifically directed and required by the Indemnifying Party  or  (ii)  the\nIndemnifying  Party shall have elected not to assume the  defense  of  such\nclaim  and  employ counsel.  Without the consent of the Indemnified  Party,\nthe  Indemnifying Party shall have no right to settle or compromise on  any\nnon-monetary matter.\n\n8.3   Limitation  of  Liability.   The  obligation  of  either  party  (the\n\"Indemnifying  Party\")  hereunder  to  indemnify  the  other   party   (the\n\"Indemnified  Party\") against any damages or claims  with  respect  to  the\nmatters  set  forth  in  this Agreement shall be  subject  to  all  of  the\nfollowing limitations:\n\n      A.    No  indemnification  shall  be  required  to  be  made  by  the\nIndemnifying  Party under this Section 8 or otherwise under this  Agreement\nfor  any  damages  or  claims in an amount less than One  Thousand  Dollars\n($1,000)  for each such claim, unless and until the aggregate of  all  such\nclaims exceeds Twenty-Five Thousand Dollars ($25,000).\n\n      B.    The  Indemnifying  Party shall be obligated  to  indemnify  the\nIndemnified  Party  only  for those damages and  claims  as  to  which  the\nIndemnified  Party has given the Indemnifying Party written notice  thereof\non  or  prior  to that date which is five (5) years after the Closing  Date\n(whether or not such damages or claims have then actually been sustained or\nincurred);  provided,  however,  that  with  respect  to  any  claims   for\nindemnification  under Section 3.13, the period shall  be  ten  (10)  years\nafter  the Closing Date; and, provided, further, that with respect  to  any\nclaims  for  indemnification under Section 1.5, Section 2.7.B  and  Section\n3.8,  the  period shall be five (5) years or such later date on  which  the\nstatute  of  limitations for any Taxes covered thereby  has  expired.   Any\nwritten notice delivered by the Indemnified Party to the Indemnifying Party\npursuant  to this Section 8.3.B shall set forth the basis of the claim  for\ndamages  (including, without limitation, reference to the specific warranty\nor  representation alleged to have been breached) and, if then determinable\nby  the Indemnified Party, a reasonable estimate of the amount thereof (or,\nif  the Indemnified Party's good faith opinion, no such reasonable estimate\ncan  then  be  made, the maximum potential damages that in the  Indemnified\nParty's  good  faith  opinion might be sustained in  connection  with  such\nclaim).\n\n      C.    All  damages  shall be computed net of any  actual  income  tax\nbenefit  resulting  therefrom to the Indemnified  Party  or  any  insurance\ncoverage with respect thereto which reduces or may reduce the damages  that\nwould otherwise be sustained.\n                               115\n\n\n\n\n      D.    In no event shall the Indemnifying Party's aggregate obligation\nto  indemnify the Indemnified Party for damages exceed an amount  equal  to\ntwenty percent (20%) of that portion of the Purchase Price allocated to the\nReal Property and the Personal Property (that is, net of the portion of the\nPurchase Price allocated to the Initial Inventory); provided, however, that\nsuch  limitation  shall  not apply to any claims for  indemnification  with\nregard to any party's obligations with respect to Taxes, as in Section 1.5,\nSection 2.7.B and Section 3.8 of this Agreement.\n\n      E.    Anything in this Agreement to the contrary notwithstanding,  no\ndirector,   officer  or  employee  of any party  shall  have  any  personal\nliability  to  any other party as a result of such party's  breach  of  any\nwarranty or representation hereunder.\n\n9.   CERTAIN OTHER COVENANTS AND AGREEMENTS.\n\n9.1  Further Assurances.\n\n      A.    Upon the request of any of NEWCO, SCI or Apple, any other party\nwill  execute and deliver to the requesting party, or such party's nominee,\nall  such instruments and documents of further assurance or otherwise,  and\nwill do any and all such acts and things, as may reasonably be required  to\ncarry  out  the obligations of such party hereunder and to more effectively\nconsummate the Transaction, including obtaining all consents and  approvals\nfrom  foreign governmental authorities and from third parties under  leases\nand other contracts, agreements or obligations with respect to the Assets.\n\n      B.   After the Closing, NEWCO, SCI and Apple shall from time to time,\nat  the request of any other party, and without further cost or expense  to\nthe  requesting  party,  execute  and deliver  such  other  instruments  of\nconveyance and transfer and take such other actions as the requesting party\nmay  reasonably  require,  in  order to  more  effectively  consummate  the\nTransaction,  including  without limitation  any  reasonably  necessary  or\nappropriate to vest in NEWCO good and marketable title to the Assets to  be\ntransferred  hereunder,  and  to effect the  assumption  by  NEWCO  of  the\nAssigned Contracts, and any reasonably necessary or appropriate to transfer\nor  assign to NEWCO any of the Assigned Permits, or to vest in SCI title to\nthe Shares.\n\n9.2  Access and Inspection.\n\n      A.    Prior  to  Closing.  At all times after the execution  of  this\nAgreement  and up to and including the Closing Date, Apple shall give  SCI,\nand  its  authorized  representatives,  reasonable  access,  during  normal\nbusiness  hours,  to the Assets, and Apple's employees,  books,  contracts,\ncommitments  and records as they relate to the Assets, for the  purpose  of\nenabling  SCI to make such investigation of the Assets as SCI  may  desire,\nincluding,  without limitation, having surveys and tests made of  the  Real\nProperty, all as more particularly set forth in Section 5.1 above.\n                               116\n\n\n\n\n      B.   After the Closing.  For a period of five (5) years following the\nClosing, and upon reasonable request from Apple, SCI shall provide,  and\/or\nshall  cause  NEWCO to provide, to the officers, agents, and  employees  of\nApple,  reasonable access during normal business hours  to  the  books  and\nrecords  of  Apple  transferred  to NEWCO  hereunder  (if  any);  provided,\nhowever, that with respect to any such books and records applicable to  the\nmatters  covered by Section 3.13, SCI agrees that it shall retain or  shall\ncause  NEWCO to retain all such books and records for a period of ten  (10)\nyears  following the Closing Date.  SCI agrees not to destroy nor to permit\nNEWCO to destroy any such books or records without prior written notice  to\nApple  and a reasonable opportunity for Apple, at Apple's expense, to  take\ncustody  thereof.   Any access and inspection rights of Apple  pursuant  to\nthis  Section 9.2.B shall in no way be in derogation of or supersede or  be\ndeemed  to  be  in  conflict  with any rights  Apple  may  have  under  the\nManufacturing Agreement or any of the other Related Agreements with respect\nto access and inspection.\n\n9.3   Notification of Certain Matters.  Each party shall provide the  other\nwith prompt notice of (i) any communication alleging that the consent of  a\nPerson  is or may be required in connection with the Transaction, (ii)  any\ncommunication  from  any  governmental regulatory agency  or  authority  in\nconnection  with  the  Transaction, and (iii) any Proceeding  commenced  or\nthreatened  which would have been required to be disclosed by either  party\nin connection with such party's warranties and representations as set forth\nin this Agreement.\n\n9.4  Amendment of Agreement; Modification of Exhibits.\n\n      A.    To the extent that any of the exhibits attached hereto are  not\ncompletely filled in at the time this Agreement is executed by the parties,\nsuch exhibits shall be completed as promptly as possible thereafter, and in\nno event any later than the Closing.\n\n     B.   If either party discovers, at any time prior to the Closing Date,\nany information which would make the warranties and representations of such\nparty,  as set forth in this Agreement, untrue or incomplete to a  material\nextent, or make the exhibits as attached hereto incorrect or misleading  in\nany  material manner, or which is needed to accurately reflect  the  rights\nand obligations of either party under this Agreement, then such party shall\npromptly inform the other party, and the relevant portion of this Agreement\nand\/or  the relevant exhibit(s) shall be amended or modified as appropriate\nto incorporate such new or additional information.\n\n9.5   Confidentiality.  All information disclosed by one party to the other\nin  connection with the Transaction, including all information generated by\nSCI  during  the  performance of its Due Diligence, shall be  held  by  the\nreceiving party in strict confidence, and neither party shall reveal to any\nthird party any confidential information of the other party received by  it\nin  connection with the Transaction, including without limitation all Apple\nConfidential  Information, as that term is defined in  the  Confidentiality\nAgreement.  In addition, if the Transaction is not consummated,  then  each\nparty shall return to the other all documents and other written information\nfurnished by either party to the other in connection with the Transaction.\n                               117\n\n\n\n\n9.6   Rights of NEWCO.  From and after the Closing, every right granted  to\nSCI under this Agreement may be exercised by NEWCO, and every obligation of\nSCI under this Agreement may be performed or discharged by NEWCO (provided,\nhowever,  that  SCI  shall in no event be relieved  of  any  obligation  or\nliability  it may have under this Agreement except by the full  performance\nthereof   by   NEWCO,  and  SCI,  by  its  execution  of  this   Agreement,\nunconditionally and irrevocably guarantees such performance by NEWCO),  and\nevery  covenant,  obligation and liability undertaken by Apple  under  this\nAgreement  and every representation and warranty made by Apple  under  this\nAgreement  to or for the benefit of SCI shall be deemed to also  have  been\nmade to and for the benefit of NEWCO.\n\n10.  BROKERS; FINDERS.\n\nEach  of  Apple and SCI represents and warrants to the other that it  dealt\nwith no broker, finder or similar person, firm, corporation or other entity\nentitled to a fee or commission in connection with the Transaction.   Apple\nand  SCI  agree,  each with the other, that each will  indemnify  and  hold\nharmless  the  other,  in accordance with the provisions  of  Section  8.2,\nagainst  any  claim (including reasonable attorneys' fees)  by  any  Person\nclaiming  through  the  indemnifying party to  be  entitled  to  a  fee  or\ncommission in connection with the Transaction.\n\n11.  TERMINATION OF AGREEMENT.\n\n11.1  Termination of Agreement.  This Agreement may be terminated, and  the\nTransaction may be terminated and\/or abandoned, at any time but  not  later\nthan the Closing Date, as follows:\n\n     A.   By mutual written agreement of SCI and Apple; or\n\n     B.   By SCI if any of the conditions provided for in Section 5 of this\nAgreement shall not have been met or waived in writing by SCI prior to  the\nrequired date therefor; or\n\n      C.    By Apple if any of the conditions provided for in Section 6  of\nthis  Agreement shall not have been met or waived in writing by Apple prior\nto the required date therefor; or\n\n      D.    By  either  party if a court of competent jurisdiction  or  any\ngovernmental, regulatory or administrative agency or commission shall  have\nissued any order, decree or ruling, or taken any other action, in any  case\nhaving  the  effect  of  permanently restraining,  enjoining  or  otherwise\nprohibiting the Transaction, which order, decree or ruling is final and not\nappealable; or\n\n      E.    By either party if a Material Adverse Event occurs with respect\nto such party or the other party.\n\n      F.    The right of termination set forth in Section 11.1.B or Section\n11.1.C shall not be available to a party having breached this Agreement  if\nsuch breach shall have resulted in the non-occurrence of the Closing.\n                               118\n\n\n\n\n11.2  Procedure  Upon  Termination.   In  the  event  of  termination   and\nabandonment  by  SCI  or  by Apple, or by both, pursuant  to  Section  11.1\nhereof, written notice thereof shall forthwith be given to the other  party\nand  the  Transaction shall be terminated and\/or abandoned, without further\naction by SCI or Apple.\n\n12.  DEFINITIONS\n\n12.1  \"Apple\"  shall  mean Apple Computer, Inc., a California  corporation,\nwhose  address  is  1  Infinite Loop, Cupertino, California;  and,  if  the\ncontext so requires, all Apple Affiliates.\n\n12.2  \"Apple  Affiliates\"  shall  mean all entities  controlled  by  Apple,\nincluding  all  wholly-owned subsidiaries and all entities in  which  Apple\nowns, directly or indirectly, a controlling interest.\n\n12.3  \"Apple  Product(s)\" shall mean a product(s) sold by Apple  under  the\nApple Macintosh brand, the Apple Newton brand, or any successor or addition\nthereto, or any replacement thereof.\n\n12.4 \"Closing\" shall have the meaning set forth in Section 1.3.\n\n12.5  \"Confidentiality Agreement\" shall mean that certain \"Apple  Computer,\nInc.  Confidentiality Agreement (Mutual)\" executed by Apple and SCI  on  or\nabout February 15, 1996, with respect to the Transaction.\n\n12.6 \"Manufacturing Agreement\" shall mean that certain written agreement to\nbe entered into by and between the parties prior to the Closing Date, to be\neffective as of the Closing Date, with respect to the respective rights and\nobligations  of  the parties regarding the manufacture of certain  products\nfor  Apple  at  the  Fountain  Facility, substantially  on  the  terms  and\nconditions set forth in the term sheet denominated, \"Fountain Manufacturing\nAgreement -- Terms and Conditions (Revision 5 - 4\/3\/96)\", as such terms and\nconditions may be mutually amended or modified by the parties.\n\n12.7  \"Material Adverse Effect\" or \"Material Adverse Event\" shall mean,  as\nthe  context  may require, any change, event or effect that  is  materially\nadverse  to  the business, assets (including intangible assets),  financial\ncondition or results of operations of the entity to whom the phrase applies\nwith  respect  to  its business as it affects or impacts  the  Transaction,\nincluding  without  limitation the operation of the  Fountain  Facility  as\ncontemplated  by  this Agreement, either by Apple or  NEWCO  prior  to  the\nClosing or by SCI or NEWCO following the Closing.\n\n12.8  \"Person\"  shall mean any natural person, trust, corporation,  limited\nliability  company, partnership, joint venture or other entity  having  the\nability to conduct business under the laws applicable to the Transaction.\n                               119\n\n\n\n\n12.9  \"Related Agreements\" shall mean all agreements entered  into  by  the\nparties   with  respect  to  the  Transaction,  excepting  this  Agreement,\nincluding without limitation the Manufacturing Agreement, and all ancillary\nagreements  which  may be identified in either this  Agreement  or  in  the\nManufacturing Agreement, including all license agreements with  respect  to\nany  intellectual  property owned or licensed by  Apple  and  used  in  the\noperation  of the Assets.  All such Related Agreements shall be  listed  in\nExhibit J attached hereto.\n\n12.10     \"SCI\" shall mean SCI Systems, Inc., a Delaware corporation, whose\naddress  is:   c\/o  SCI Systems (Alabama), Inc., 2101 West Clinton  Avenue,\nP.O. Box 1000, Huntsville, Alabama.\n\n12.11      \"Transaction\"  shall  mean the  entire  series  of  transactions\nbetween  the parties, as described in this Agreement, and the Manufacturing\nAgreement, together with all Related Agreements.\n\n13.  MISCELLANEOUS.\n\n13.1 Notices.  All notices, approvals or other communications provided  for\nherein  to  be  sent  or given to either party hereunder  shall  be  deemed\nvalidly  and properly given or made if in writing and delivered by hand  or\nby  certified  mail,  return receipt requested, or by overnight  commercial\ndelivery  service,  or  sent  via  telefacsimile  (receipt  confirmed)  and\naddressed to the parties at the following addresses:\n\n     If to Apple:\n\n     Apple Computer, Inc.\n     1 Infinite Loop\n     Cupertino, California  95014\n     Attention:     Kwok Lau, MS 36-PL\n               Vice President, Operations\n     Telephone:     (408) 974-0295\n     Fax:           (408) 974-3222\n\n     With a copy to:\n\n     Apple Computer, Inc.\n     1 Infinite Loop\n     Cupertino, California  95014\n     Attention:  General Counsel\/esm\n\n                               120\n\n\n     If to SCI:\n\n     SCI Systems, Inc.\n     c\/o SCI Systems (Alabama), Inc.\n     2101 West Clinton Avenue\n     P.O. Box 1000\n     Huntsville, Alabama 35807\n     Attention:     A.E. Sapp, Jr., President &amp; COO\n     Telephone:     (205) 882-4640\n     Fax:           (205) 882-4466\n\n     With a copy to:\n\n     SCI Systems, Inc.\n     c\/o SCI Systems (Alabama), Inc.\n     2101 West Clinton Avenue\n     P.O. Box 1000\n     Huntsville, Alabama  35807\n     Attention:     Michael M. Sullivan,\n               Secretary and Corporate Counsel\n\nEither  of the parties hereto may give notice to the other at any  time  by\nthe  methods  specified above of a change in the address at which,  or  the\npersons to whom, notices addressed to it are to be delivered in the future,\nand such notice shall be deemed to amend this Section 13.1 until superseded\nby  a later notice of the same type.  Any notice given by personal delivery\nor by telefacsimile shall be deemed given on actual receipt, and any notice\ngiven   by  certified  mail  or  overnight  commercial  courier  shall   be\nconclusively deemed to have been given when accepted or rejected  as  shown\non the receipt therefor.\n\n13.2  Dispute  Resolution.   In the event of  any  controversy  or  dispute\nbetween  Apple and SCI arising out of or in connection with this Agreement,\nthe  parties shall attempt, promptly and in good faith, to resolve any such\ndispute.   If the parties are unable to resolve any such dispute  within  a\nreasonable  time  (not to exceed ninety (90) days), then either  party  may\nsubmit  such controversy or dispute to mediation under the then  applicable\nrules  of the American Arbitration Association (the \"AAA\") or any successor\norganization.   If the dispute cannot be resolved through  mediation,  then\nsuch  dispute  shall be resolved by arbitration conducted in  the  Northern\nDistrict  of California, in accordance with the then applicable  commercial\narbitration  rules  of the AAA; provided, however, that the  provisions  of\nCalifornia  Code  of Civil Procedure 1283.05 (as enacted on  the  Effective\nDate)  shall  be applicable to such arbitration.  Any judgment rendered  by\nthe  arbitrators pursuant to this Section 13.2 shall be final, and judgment\nmay  be  entered upon it in accordance with applicable law,  in  any  court\nhaving jurisdiction.\n                               121\n\n\n\n\n13.3 Time of the Essence.  Time is of the essence with respect to each  and\nevery  term  or  provision of this Agreement where time is  an  element  of\nperformance.\n\n13.4  Force  Majeure.   Subject to the express  provisions  of  Section  11\n(regarding termination of this Agreement), neither party will be deemed  in\ndefault  of  this  Agreement,  to  the  extent  that  performance  of   its\nobligations  or  attempts to cure any breach are delayed  or  prevented  by\nreason  of any event beyond the reasonable control of such party, including\nany  act  of  God,  fire, earthquake, natural disaster,  accident,  act  of\ngovernment, or any other act or circumstance that is beyond the  reasonable\ncontrol  of  either party, provided that such party gives the  other  party\nwritten notice thereof promptly and, in any event, within five (5) business\ndays  of  discovery  thereof and uses its best efforts to  continue  to  so\nperform or cure.  In the event of such a force majeure event, the time  for\nperformance or cure will be extended for a period equal to the duration  of\nthe force majeure event, but in no event more than thirty (30) days.\n\n13.5  Waiver of Compliance.  Any failure of Apple, on the one hand, or SCI,\non  the  other,  to  comply  with any obligation,  covenant,  agreement  or\ncondition  herein  may  be  expressly waived in writing  by  an  authorized\nofficer of SCI or Apple, respectively, but such waiver or failure to insist\nupon  strict  compliance  with  such  obligation,  covenant,  agreement  or\ncondition  shall not operate as a waiver of, or estoppel with  respect  to,\nany subsequent or other failure.\n\n13.6 Expenses.  Whether or not the Transaction is consummated, Apple agrees\nthat all fees and expenses incurred by it in connection with this Agreement\nshall be borne by it, and SCI agrees that all fees and expenses incurred by\nit  in  connection  with this Agreement shall be borne  by  it,  including,\nwithout  limitation as to Apple or SCI, all fees of counsel, attorneys  and\naccountants.\n\n13.7  Headings;  Number  and Gender; Construction.   The  headings  of  the\nSections of this Agreement are inserted for convenience only and shall  not\nconstitute a part hereof or affect in any way the meaning or interpretation\nof  this Agreement.  Where the context so requires, the use of the singular\nform  herein shall include the plural, the use of the plural shall  include\nthe  singular, and the use of any gender shall include any and all genders.\nThis  Agreement shall be construed, interpreted and enforced in  accordance\nwith  its  plain terms, regardless of the party which drafted any  of  such\nterms  and  conditions,  and  any rule of construction,  interpretation  or\napplication to the contrary shall not apply hereto.\n\n13.8  Definition of Knowledge.  The words \"known\", \"to the  knowledge  of\",\n\"to the best knowledge of\", \"aware\" or words of similar import used in this\nAgreement  with  reference to either party or to any  individual  shall  be\nconclusively presumed to mean that the person or entity has made reasonable\nand diligent efforts, under the circumstances, to become knowledgeable;  in\nthe case of any Person other than a natural person, the \"knowledge\" of such\nPerson  shall  be  deemed  to be the knowledge of its  executive  officers,\nand\/or  those individuals within each entity with functional responsibility\nfor the matter addressed.\n                               122\n\n\n\n\n13.9  Assignment.  This Agreement shall be binding upon and shall inure  to\nthe  benefit  of  the  parties hereto and their respective  successors  and\nassigns,  provided, however, that none of such parties  shall  assign  this\nAgreement or its rights hereunder without the written consent of the other,\nwhich   consent   shall   not   be  unreasonably   withheld   or   delayed.\nNotwithstanding  the  foregoing, both parties expressly  agree  that  their\nrespective rights and obligations under this Agreement may be assigned,  at\nany  time prior to the Closing, to a wholly-owned subsidiary of such party;\nprovided,  however, that the party so assigning shall give  prompt  written\nnotice of such assignment to the other party, and provided further that  no\nsuch  assignment  shall  relieve the assigning  party  of  any  obligations\nhereunder.\n\n13.10      Counterparts.  This Agreement may be executed  in  two  or  more\ncounterparts, each of which shall be deemed an original, but all  of  which\ntogether shall constitute one and the same instrument.\n\n13.11     Governing Law.  This Agreement shall be governed by and construed\nin  accordance with the laws of the State of California, regardless of  the\nlaws  that  might otherwise govern under applicable principles of conflicts\nof  law  thereof.  Each of the parties hereto irrevocably consents  to  the\nexclusive  jurisdiction of any state or federal court within the  State  of\nCalifornia, in connection with any matter based upon or arising out of this\nAgreement  or the matters contemplated herein, agrees that process  may  be\nserved  upon  them in any manner authorized by the laws  of  the  State  of\nCalifornia  for  such persons, and waives and covenants not  to  assert  or\nplead  any  objection which they might otherwise have to such  jurisdiction\nand  such  process.  Notwithstanding the foregoing, the parties agree  that\nColorado  law shall govern with respect to any dispute between the  parties\narising  out of the transfer of the Real Property and any warranties  under\nthe Deed.\n\n13.12      Amendment  and  Modification.  Any  amendment,  modification  or\nsupplement  to this Agreement shall be in writing signed by  the  party  or\nparties to be charged.\n\n13.13      Other  Remedies;  Specific  Performance.   Except  as  otherwise\nexpressly provided in this Agreement, any and all remedies herein expressly\nconferred upon a party will be deemed cumulative with and not exclusive  of\nany other remedy conferred hereby, or by law or equity upon such party, and\nthe exercise by a party of any one remedy will not preclude the exercise of\nany  other remedy.  The parties hereto agree that irreparable damage  would\noccur  in  the event that any of the provisions of this Agreement were  not\nperformed  in  accordance  with  their specific  terms  or  were  otherwise\nbreached.   It is accordingly agreed that the parties shall be entitled  to\nan  injunction  to  prevent  any breach of this Agreement  and  to  enforce\nspecifically   the  terms  and  provisions  hereof  in  any  court   having\njurisdiction, in addition to any other remedy to which they are entitled at\nlaw or in equity.\n\n13.14     Entire Agreement; Incorporation of Exhibits; Severability.   This\nAgreement  and the exhibits attached hereto (all of which are  incorporated\nherein by this reference) and the other documents delivered pursuant hereto\nconstitute  the entire agreement of the parties in respect of  the  subject\nmatter   hereof   and  supersede  all  prior  agreements,   communications,\nrepresentations, or warranties, whether  oral or written, among the parties\n                               123\n\n\n\n\nin respect  to  such  subject matter.  If any term or provision of this \nAgreement is found by a court  of competent  jurisdiction  to be void or \nunenforceable,  then  such  term  or provision  shall be deemed stricken \nfrom this Agreement, and the  remaining terms  and conditions hereof shall \nremain in full force and effect  to  the maximum  extent  possible,  or  such\nvoid or unenforceable  term  shall  be replaced with a valid and enforceable\nprovision that will achieve,  to  the extent possible, the purpose of such \nvoid or unenforceable provision.\n\n13.15      Publicity.   All  press releases and other public  announcements\nrespecting  the  subject matter hereof shall be made only with  the  mutual\nagreement  of  the  parties  hereto; provided, however,  that  the  parties\nunderstand  that  SCI  and Apple are publicly held  companies  with  shares\ntraded  on the New York and NASDAQ Exchanges and that the parties may  make\nsuch  announcements  as  may  be necessary to comply  with  the  rules  and\nregulations  of the said Exchanges and any and all applicable  Federal  and\nstate  securities  laws.   After having given notice  to  the  other  party\nhereto, SCI or Apple may make any such release or announcement which in the\nopinion  of their respective counsel is necessary or appropriate to  comply\nwith   applicable  law.   Each  party  hereto  agrees  that  it  will   not\nunreasonably withhold or delay any such approval.\n\n13.16      Third Parties.  Except as specifically set forth or referred  to\nherein,  nothing  herein  expressed or implied  is  intended  or  shall  be\nconstrued  to confer upon or give to any person or corporation  other  than\nthe  parties hereto and their successors or assigns, any rights or remedies\nunder or by reason of this Agreement.\n\n      IN  WITNESS WHEREOF, Apple and SCI have caused this Agreement  to  be\nexecuted  by  their  duly authorized officers as of the  date  first  above\nwritten.\n\n                              APPLE COMPUTER, INC., a California\n                              corporation\n\n                              By   \/s\/ G. Fred Forsyth\n\n                              Its Senior V.P. Worldwide Operations\n\n\n                              SCI SYSTEMS, INC., a Delaware corporation\n\n                              By  \/s\/ O.B. King\n\n                              Its Cheif Executive Officer\n                               124\n\n                                \n                            Exhibit A\n                                \n               Legal Description of Real Property\n                                \n                                \n                                \nParcel One\n\nLot  1,  Block  1, COTTONWOOD PARK, COUNTY OF EL PASO, STATE  OF  COLORADO,\nEXCEPT THAT PARCEL OF LAND CONVEYED TO THE STATE DEPARTMENT OF HIGHWAYS  BY\nDEED RECORDED NOVEMBER 18, 1987, IN BOOK 5446 AT PAGE 626.\n\n\nParcel Two\n\nA PORTION OF THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 15 SOUTH RANGE 65\nWEST  OF  THE 6TH P.M., IN THE CITY OF FOUNTAIN, EL PASO COUNTY,  COLORADO,\nMORE  PARTICULARLY DESCRIBED AS FOLLOWS:  BEGINNING AT THE NORTHWEST CORNER\nOF  \"COTTONWOOD PARK\" AS RECORDED IN PLAT BOOK Z3 AT PAGE 22 OF THE RECORDS\nOF  SAID  EL  PASO COUNTY, SAID NORTHWEST CORNER BEING ALSO  THE  NORTHWEST\nCORNER OF SECTION 6 TOWNSHIP 16 SOUTH RANGE 65 WEST OF THE 6TH P.M.  AND  A\nPOINT ON THE SOUTH LINE OF AFORESAID SECTION 31; THENCE NORTH 90 DEGREES 00\nMINUTES  00 SECONDS WEST ALONG SAID SOUTH LINE OF SECTION 31 A DISTANCE  OF\n179.30  FEET  TO  A POINT ON THE EASTERLY RIGHT-OF-WAY LINE  OF  INTERSTATE\nHIGHWAY 25; THENCE NORTHWESTERLY ALONG SAID EASTERLY LINE AND ON A CURVE TO\nTHE RIGHT, WITH A RADIUS OF 5580.00 FEET, A CENTRAL ANGLE OF 02 DEGREES  05\nMINUTES  40  SECONDS,  THE LONG CHORD OF WHICH BEARS NORTH  14  DEGREES  52\nMINUTES 01 SECONDS WEST 203.96 FEET, AN ARC DISTANCE OF 203.97 FEET; THENCE\nNORTHERLY  ALONG THE EASTERLY LINE OF THE ROAD RIGHT-OF-WAY DEEDED  TO  THE\nCITY  OF  FOUNTAIN BY A DEED RECORDED IN BOOK 5546 AT PAGE 202 OF  EL  PASO\nCOUNTY RECORDS, AND ON A CURVE TO THE RIGHT, WITH A RADIUS OF 703.82  FEET,\nA  CENTRAL ANGLE OF 10 DEGREES 34 MINUTES 18 SECONDS, A LONG CHORD  BEARING\nNORTH 02 DEGREES 42 MINUTES 44 SECONDS WEST 129.68 FEET, AN ARC DISTANCE OF\n129.86  FEET TO A POINT OF REVERSE CURVE; THENCE CONTINUING ALONG  EASTERLY\nLINE  OF  SAID RIGHT-OF-WAY AND ON A CURVE TO THE LEFT, WITH  A  RADIUS  OF\n1290.46 FEET, A CENTRAL ANGLE OF 12 DEGREES 00 MINUTES 39 SECONDS,  A  LONG\nCHORD  BEARING NORTH 03 DEGREES 25 MINUTES 55 SECONDS WEST 270.02 FEET,  AN\nARC  DISTANCE  OF 270.52 FEET TO A POINT ON THE WESTERLY LINE OF  AFORESAID\nSOUTHWEST  QUARTER  OF SECTION 31; THENCE NORTH 00 DEGREES  42  MINUTES  38\nSECONDS  WEST 724.79 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST  QUARTER\nOF  THE  SOUTHWEST QUARTER OF SAID SECTION 31; THENCE SOUTH 89  DEGREES  55\nMINUTES  05 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER\nOF THE SOUTHWEST QUARTER  ADISTANCE  OF 983.84 FEET TO THE NORTHWEST CORNER \n                               125\n\n\nOF THAT TRACT CONVEYED  TO EL  PASO COUNTY BY DEED RECORDED IN BOOK 5591 AT\nPAGE 1175 OF SAID EL  PASO COUNTY  RECORDS; THENCE SOUTHERLY AND EASTERLY \nALONG THE WESTERLY  LINE  OF SAID TRACT THE FOLLOWING 6 COURSES:\n\n(1)  SOUTH 32 DEGREES 02 MINUTES 03 SECONDS EAST 43.52 FEET;\n(2)  SOUTH 62 DEGREES 59 MINUTES 37 SECONDS EAST 853.07 FEET;\n(3)  SOUTH 13 DEGREES 34 MINUTES 30 SECONDS EAST 309.39 FEET;\n(4)  SOUTH 14 DEGREES 07 MINUTES 12 SECONDS WEST 271.44 FEET;\n(5)  SOUTH 21 DEGREES 36 MINUTES 21 SECONDS WEST 225.45 FEET;\n(6)  SOUTH 00 DEGREES 00 MINUTES 21 SECONDS EAST 119.84 FEET TO A POINT  ON\nTHE  SOUTH LINE OF SAID SECTION 31, SAID POINT BEING ALSO ON THE NORTH LINE\nOF AFORESAID \"COTTONWOOD PARK\" AND THE NORTH LINE OF AFORESAID SECTION 6;\n\nTHENCE  NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID LINE 1429.21\nFEET  TO  THE POINT OF BEGINNING, EXCEPT THAT TRACT CONVEYED TO THE  UNITED\nSTATES GOVERNMENT BY A DEED RECORDED OCTOBER 29, 1976 IN BOOK 2870 AT  PAGE\n551  OF  SAID EL PASO COUNTY RECORDS.  TOGETHER WITH A BENEFICIAL  EASEMENT\nFOR  UTILITY  AND  DRAINAGE PURPOSES AS SET FORTH  IN  INSTRUMENT  RECORDED\nJANUARY 3, 1989 IN BOOK 5592 AT PAGE 613.\n\n                               126\n\n                                \n                            Exhibit B\n                                \n        List of Personal Property (Including Spare Parts)\n                                \n                                \n                        [To be inserted]\n                               127\n\n                                \n                            Exhibit C\n                                \n                    List of Initial Inventory\n                                \n                       [To be inserted]<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6722,8778],"corporate_contracts_industries":[9508,9507],"corporate_contracts_types":[9622,9627],"class_list":["post-43645","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-apple-computer-inc","corporate_contracts_companies-sci-systems-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__equipment","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43645","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43645"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43645"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43645"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43645"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}