[Federal Register Volume 91, Number 32 (Wednesday, February 18, 2026)]
[Notices]
[Pages 7634-7684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-03102]



[[Page 7633]]

Vol. 91

Wednesday,

No. 32

February 18, 2026

Part II





Department of Justice





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Antitrust Division





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United States v. Reddy Ice LLC, et al.; Proposed Final Judgment and 
Competitive Impact Statement; Notice

Federal Register / Vol. 91, No. 32 / Wednesday, February 18, 2026 / 
Notices

[[Page 7634]]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Reddy Ice LLC, et al. Proposed Final Judgment 
and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. Reddy Ice LLC, et al., Civil Action No. 1:26-cv-
271. On January 30, 2026, the United States filed a Complaint alleging 
that Stone Canyon Industries Holdings, LP's Reddy Ice LLC's (``Reddy 
Ice'') proposed acquisition of Chill Parent Holdco, L.P.'s Chill 
Holdings, Inc. (``Arctic Glacier'') would violate Section 7 of the 
Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed at the 
same time as the Complaint, requires Reddy Ice to divest assets in 
California, Massachusetts, New York, Oregon, and Washington to preserve 
competition for packaged ice sold to retail chains, airlines, and 
airline caterers in local markets.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's website at http://www.justice.gov/atr and at the Office of 
the Clerk of the United States District Court for the District of 
Columbia. Copies of these materials may be obtained from the Antitrust 
Division upon request and payment of the copying fee set by Department 
of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be submitted in English and 
directed to Jill Maguire, Acting Chief, Healthcare and Consumer 
Products Section, Antitrust Division, Department of Justice, 450 Fifth 
Street NW, Suite 4100, Washington, DC 20530 (email address: [email protected]).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

United States District Court for the District of Columbia

    United States of America, United States Department of Justice, 
Antitrust Division, 450 Fifth Street NW, Suite 4100, Washington, DC 
20530, Plaintiff, v. REDDY ICE LLC, 5710 LBJ Freeway, Suite 300, 
Dallas, TX 75240, STONE CANYON INDUSTRIES HOLDINGS, LP, 1875 Century 
Park East, Suite 320, Los Angeles, CA 90067, and CHILL PARENT 
HOLDCO, L.P., 1001 Pennsylvania Ave. NW, Suite 220S, Washington, DC 
20003 Defendants.

Case No.: 1:26-cv-271-SLS

Complaint

    Reddy Ice seeks to acquire Arctic Glacier, combining the largest 
two producers of packaged ice in certain parts of the United States 
where they both compete. This proposed acquisition threatens to 
eliminate substantial head-to-head competition and risks increasing 
prices for packaged ice paid by retail chains in Oregon, Washington, 
and Imperial and Riverside counties in California, and also by airlines 
and airline caterers in the New York City and Boston metropolitan 
areas. The United States of America brings this civil action under 
Section 7 of the Clayton Act, 15 U.S.C. 18, to enjoin this 
anticompetitive merger.

I. Introduction

    1. Found at backyard cookouts and on cross-country flights, 
packaged (or bagged) ice is a staple of American life. Packaged ice 
producers sell packaged ice to national, regional, and multi-regional 
retail chains, airlines, and airline caterers, among other customers. 
These large ice purchasers require high-quality service from packaged 
ice producers. Retail chains want ice reliably stocked in their stores, 
particularly during the summer months, and airlines need ice to serve 
their customers during in-flight beverage services.
    2. Packaged ice producers, such as Reddy Ice and Arctic Glacier, 
deliver ice to their customers or customers' warehouses directly from 
their plants or distribution facilities. Reddy Ice and Arctic Glacier 
also contract with other ice producers, called co-packers, who 
manufacture and deliver ice to some of Reddy Ice's and Arctic Glacier's 
customers, typically to locations outside of Reddy Ice's and Arctic 
Glacier's facility footprints. Working with co-packers can keep down 
the costs of transport, which can be high due to packaged ice's high 
volume and weight relative to its sales price, as well as the expense 
of fuel and refrigeration.
    3. The packaged ice industry has undergone significant 
consolidation resulting in there being three large packaged ice 
producers--Reddy Ice, Arctic Glacier, and Home City Ice--having largely 
complementary footprints in the United States, although they do overlap 
in some geographic areas. Reddy Ice's packaged ice facilities are 
located in the Southeast, South, and parts of the West and West Coast; 
Arctic Glacier's packaged ice facilities are located in the Northeast, 
parts of the Midwest, and on the West Coast; and Home City Ice's 
packaged ice facilities are located in the Midwest and in parts of the 
Mid-Atlantic and Southeast.
    4. Competition between Reddy Ice and Arctic Glacier for the sale of 
packaged ice to large purchasers such as retail chains, airlines, and 
airline caterers has resulted in lower prices and better service for 
these customers. The proposed acquisition would substantially lessen 
this competition, in violation of Section 7 of the Clayton Act, 15 
U.S.C. 18, and should be enjoined.

II. The Defendants and the Proposed Transaction

    5. Reddy Ice is the largest producer of packaged ice in the United 
States with annual revenues of approximately $511 million. It is 
headquartered in Dallas, Texas, and is owned by Stone Canyon Industries 
Holdings, LP. The company sells packaged ice in 37 states and the 
District of Columbia. It operates 100 ice manufacturing facilities and 
distribution facilities in the United States. Reddy Ice also owns 
approximately 2,320 in-store bagging machines that produce and package 
ice for retail chains like grocery stores and convenience stores.
    6. Arctic Glacier is the third largest packaged ice producer in the 
United States with annual revenues of approximately $306 million. It 
has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, 
Canada. Arctic Glacier's ultimate parent entity is Chill Parent Holdco, 
L.P., which the Carlyle Group owns. Arctic Glacier sells its packaged 
ice in 19 states. It operates 57 ice manufacturing facilities and 
distribution facilities in the United States.
    7. On July 3, 2025, Reddy Ice and Arctic Glacier executed a 
purchase agreement through which Reddy Ice will acquire Arctic Glacier 
for more than $126.4 million but less than $179.4 million.

III. The Relevant Markets for Evaluating the Proposed Transaction

    8. Commercial purchasers of packaged ice, such as large retail 
chains and other multi-location customers, strongly prefer to purchase 
from large producers with broad geographic footprints, such as Reddy 
Ice, Arctic Glacier, and Home City Ice. These producers operate at 
scale and are uniquely capable of serving these multi-location retail

[[Page 7635]]

chains and other customers because they each have large regional 
networks with dozens of manufacturing and distribution facilities. 
While there are hundreds of smaller local packaged ice producers, most 
have only a single facility and are therefore generally unable to 
compete for the business of multi-location customers.
    9. Reddy Ice and Arctic Glacier compete for the sale of packaged 
ice in areas where they are both present, either with a manufacturing 
facility or through a co-packer. In assessing the likely effects of 
this transaction, the relevant markets are best defined by the type and 
locations of the customers purchasing the packaged ice. Those markets 
include (1) the sale of packaged ice to retail chains with stores in 
areas where the parties compete, and (2) the sale of packaged ice to 
airlines and airline caterers in areas where the parties compete.

A. The Sale of Packaged Ice to Retail Chains in Oregon, Washington, and 
Imperial and Riverside Counties in California Are Relevant Markets

    10. The sale of packaged ice to retail chains is a relevant product 
market. There are no reasonable substitutes for packaged ice sold to 
retail chains. For most retail chains, alternative ways of procuring 
ice--such as ice vending machines and self-supply--are not viable due 
to cost, capacity, and space limitations.
    11. Packaged ice producers negotiate individual prices with retail 
chains for delivery of packaged ice to multiple stores. Retail chains 
with stores in locations where the parties compete can therefore be 
targeted for price increases. Similarly situated retail chains can be 
grouped together for analytical convenience to assess the competitive 
effects of the transaction. The relevant geographic markets in which 
retail chains will likely be harmed by the proposed transaction are the 
locations of these similarly situated targetable customers in Oregon, 
Washington, and Imperial and Riverside counties in California.
    12. Retail chains in these markets generally do not consider small 
and single-location packaged ice producers as viable options, so they 
often rely on large packaged ice producers with broad geographic 
footprints for packaged ice supply. Retail chains in these markets 
often prefer to contract with large packaged ice producers because they 
have the ability to serve stores across multiple geographies. Other 
reasons include volume discounts; proven ability to serve large 
customers; the administrative simplicity of fewer suppliers; and the 
ability of large packaged ice producers to supply back-up ice from 
alternative facilities.
    13. A hypothetical monopolist supplier of packaged ice to retail 
chains in Oregon, Washington, and Imperial and Riverside counties in 
California would profitably increase prices by at least a small but 
significant non-transitory amount because retail chains in these areas 
have no practical alternative source of supply. Therefore, the sale of 
packaged ice to retail chains in Oregon, Washington, and Imperial and 
Riverside counties in California are relevant markets within the 
meaning of Section 7 of the Clayton Act.

B. The Sale of Packaged Ice to Airlines and Airline Caterers in the 
Metropolitan Areas of Boston and New York City Are Relevant Markets

    14. The sale of packaged ice to airlines and airline caterers is a 
relevant product market. There are no reasonable substitutes for 
packaged ice sold to airlines and airline caterers. Airlines and 
airline caterers buy packaged ice primarily to supply the ice used 
during in-flight beverage services. Unlike retail chains, most airlines 
and airline caterers purchase smaller, five-pound bags in heat-sealed 
bags, which require different machinery that many ice producers do not 
have, rather than the typical seven-pound (or larger) bags sold to 
retail chains. Ice vending machines and self-supply of packaged ice are 
not viable alternatives for most airlines and airline caterers due to 
cost, capacity, and space limitations.
    15. Packaged ice producers negotiate individual prices with 
airlines and airline caterers for delivery to airports. Airlines and 
airline caterers in locations where the parties compete can therefore 
be targeted for price increases. Similarly situated airlines and 
airline caterers can be grouped together to assess the effects of the 
transaction. The relevant geographic markets in which airlines and 
airline caterers will likely be harmed by the proposed transaction are 
the locations of these similarly situated targetable customers in the 
metropolitan areas of Boston and New York City.
    16. Airlines and airline caterers in these markets generally do not 
consider small, local packaged ice producers as viable options, so they 
rely mainly on large packaged ice producers capable of producing high 
volumes of five-pound heat-sealed bags for packaged ice supply.
    17. A hypothetical monopolist supplier of packaged ice to airlines 
and airline caterers in the metropolitan areas of Boston and New York 
City would profitably increase prices by at least a small but 
significant non-transitory amount because airlines and airline caterers 
in these areas have no practical alternative source of supply. 
Therefore, the sale of packaged ice to airlines and airline caterers in 
these areas are relevant markets within the meaning of Section 7 of the 
Clayton Act.

IV. Anticompetitive Effects of the Proposed Transaction

    18. The proposed transaction would combine Reddy Ice and Arctic 
Glacier, the largest packaged ice producers capable of servicing, 
whether directly or through co-packers, most retail chains, airlines, 
and airline caterers in the relevant geographic markets.
    19. In each of the relevant markets, Reddy Ice and Arctic Glacier 
compete head to head to sell packaged ice. Competition between them 
lowers prices and improves service in the relevant markets. Many 
customers solicit bids from packaged ice producers and select the 
bidder that offers the best combination of service quality and price. 
Even customers who use less formal procurement processes benefit from 
the competition between these two large producers on price and quality 
of service.
    20. Smaller local ice producers are typically not invited to bid on 
business from retail chains, airlines, or airline caterers. These 
customers can usually arrange more convenient supply to all of their 
locations, nationally or regionally, by contracting with larger 
packaged ice producers such as Reddy Ice and Arctic Glacier. Many of 
these customers are also reluctant to incur the additional risks and 
administrative costs of adding contracts with untested small producers 
that can only deliver locally.
    21. Because the proposed transaction would eliminate head-to-head 
competition between Reddy Ice and Arctic Glacier and leave retail 
chains, airlines, and airline caterers in the relevant markets with 
few, if any, competitive alternatives, it is likely to significantly 
lessen competition and lead to higher prices, reduced service quality, 
or both.

V. Potential Entry or Expansion Would Not Offset Anticompetitive 
Effects

    22. New entry and expansion by competitors are unlikely to be 
timely and sufficient to offset the proposed merger's likely 
anticompetitive effects. Barriers to entering the market at sufficient 
scale are high. Significant up-front capital is required to start a 
network of production facilities with the scale needed to meaningfully 
compete with the combined firm. There are also reputational barriers 
that prevent new

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entrants from replacing the lost competition between these large and 
established suppliers in a timely manner.
    23. The proposed transaction is unlikely to generate verifiable, 
merger-specific efficiencies sufficient to reverse or outweigh the 
anticompetitive effects that are likely to occur as a result of the 
proposed transaction.

VI. Jurisdiction and Venue

    24. The United States brings this action pursuant to Section 15 of 
the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain 
Defendants from violating Section 7 of the Clayton Act, as amended, 15 
U.S.C. 18.
    25. Defendants sell packaged ice in the flow of interstate commerce 
and their sale of the product substantially affects interstate 
commerce, including in this judicial district. This court therefore has 
subject matter jurisdiction over this action pursuant to Section 15 of 
the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
    26. Both Defendants transact business in this judicial district. 
Venue is therefore proper in this judicial district under 28 U.S.C. 
1391(b) and (c).

VII. Violation Alleged

    27. The United States hereby incorporates the allegations of 
paragraphs 1 through 26 above as if set forth fully herein.
    28. The effect of the proposed transaction may be substantially to 
lessen competition in interstate trade and commerce, in violation of 
Section 7 of the Clayton Act, 15 U.S.C. 18.
    29. Unless enjoined, the proposed transaction would likely have the 
following anticompetitive effects, among others:
    (a) Eliminating head-to-head competition between Defendants for 
packaged ice sold to retail chains, airlines, and airline caterers in 
the relevant markets;
    (b) Substantially lessening competition generally for packaged ice 
sold to retail chains, airlines, and airline caterers in the relevant 
markets;
    (c) Causing prices to be higher than they would be otherwise for 
packaged ice sold to retail chains, airlines, and airline caterers in 
the relevant markets; and
    (d) Reducing choice and quality of service for customers purchasing 
packaged ice in the relevant markets.

VIII. Request For Relief

    30. The United States requests that this Court:
    (a) Adjudge and decree that Reddy Ice's acquisition of Arctic 
Glacier is unlawful and violates Section 7 of the Clayton Act, 15 
U.S.C. 18;
    (b) Permanently enjoin and restrain Defendants and all persons 
acting on their behalf from consummating the proposed acquisition of 
Arctic Glacier by Reddy Ice, or from entering into or carrying out any 
contract, agreement, plan, or understanding, the effect of which would 
be to combine Arctic Glacier and Reddy Ice;
    (c) Award the United States its costs for this action; and
    (d) Award the United States such other and further relief as the 
Court deems just and proper.

Dated: January 30, 2026

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

ABIGAIL A. SLATER (D.C. Bar #90027189)
Assistant Attorney General

MARK H. HAMER (D.C. Bar #1048333)
Deputy Assistant Attorney General

GEORGE C. NIERLICH (D.C. Bar #1004528)
Acting Director of Civil Enforcement (Mergers)

JILL C. MAGUIRE (D.C. Bar #979595)
Acting Chief, Healthcare and Consumer Products Section

MEAGHAN GRIFFITH (D.C. Bar #1034228)
Acting Assistant Chief, Healthcare and Consumer Products Section

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NATALIE MELADA*
NICOLE CULLEN
JUSTIN DEMPSEY (D.C. Bar #425976)
DAVID GROSSMAN (D.C. Bar #1601691)
CHRIS HONG
BARRY JOYCE
STELLA MARTIN (D.C. Bar #90029539)

Trial Attorneys

U.S. Department of Justice
Antitrust Division
Healthcare and Consumer Products Section
450 Fifth Street NW, Suite 4100
Washington, DC 20530
Tel.: (202) 705-9116
Email: [email protected]

* LEAD ATTORNEY TO BE NOTICED

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Reddy Ice LLC, Stone 
Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., 
Defendants.

Case No.: 1:26-cv-271-SLS

Proposed Final Judgment

    Whereas, Plaintiff, United States of America, filed its Complaint 
on January 30, 2026;
    And whereas, the United States and Defendants, Reddy Ice LLC, Stone 
Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., have 
consented to entry of this Final Judgment without the taking of 
testimony, without trial or adjudication of any issue of fact or law, 
and without this Final Judgment constituting any evidence against or 
admission by any party relating to any issue of fact or law;
    And whereas, Defendants agree to make certain divestitures and to 
undertake certain actions related to the divestitures to remedy the 
loss of competition alleged in the Complaint;
    And whereas, Defendants represent that the divestitures and other 
relief required by this Final Judgment can and will be made and that 
Defendants will not later raise a claim of hardship or difficulty as 
grounds for asking the Court to modify any provision of this Final 
Judgment;
    Now therefore, it is ordered, adjudged, and decreed:

I. Jurisdiction

    The Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against Defendants under Section 7 of the Clayton 
Act (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer'' or ``Acquirers'' means Columbia Basin Ice; Dee Zee 
Ice; Natuzzi Ice; Oregon Ice; San Diego Ice; or another entity or 
entities approved by the United States in its sole discretion to which 
Defendants divest the Divestiture Assets.
    B. ``Acquirer of the California Divestiture Assets'' means San 
Diego Ice or another entity approved by the United States in its sole 
discretion to which Defendants divest the California Divestiture 
Assets.
    C. ``Acquirer of the Massachusetts Divestiture Assets'' means Dee 
Zee Ice or another entity approved by the United States in its sole 
discretion to which Defendants divest the Massachusetts Divestiture 
Assets.
    D. ``Acquirer of the New York Divestiture Assets'' means Natuzzi 
Ice or another entity approved by the United States in its sole 
discretion to which Defendants divest the New York Divestiture Assets.
    E. ``Acquirer of the Oregon Divestiture Assets'' means Oregon Ice 
or another entity approved by the United States in its sole discretion 
to which Defendants divest the Oregon Divestiture Assets.
    F. ``Acquirer of the Washington Divestiture Assets'' means Columbia

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Basin Ice or another entity approved by the United States in its sole 
discretion to which Defendants divest the Washington Divestiture 
Assets.
    G. ``Arctic Glacier'' means Defendant Chill Parent Holdco, L.P., a 
limited partnership with its headquarters in Washington, DC and Chill 
Holdings, Inc., a Delaware corporation with its headquarters in 
Wilmington, DE, its successors and assigns, and its subsidiaries, 
divisions, groups, affiliates, partnerships, and joint ventures, and 
their directors, officers, managers, agents, and employees.
    H. ``California Divestiture Assets'' means all of Defendants' 
rights, titles, and interests in and to all property and assets, 
tangible and intangible, wherever located, relating to or used in 
connection with the manufacture and sale of packaged ice by Reddy Ice 
to customers and locations listed in Schedule 1 to this Final Judgment, 
except for the Excluded California Assets, including:
    1. the lease effective August 21, 2017, between Shaba Investments, 
Inc. (formerly Leslie Whitted and Robert Whitted) and Reddy Ice LLC 
(formerly Reddy Ice Corporation) for the premises located at 462 North 
8th Street, Brawley, CA 92227;
    2. any real property, including fee simple interests, real property 
leasehold interests and renewal rights thereto, improvements to real 
property, and options to purchase any adjoining or other property, 
together with all buildings, facilities, and other structures;
    3. all tangible personal property, including fixed assets, 
machinery and manufacturing equipment, tools, vehicles, inventory, 
materials, office equipment and furniture, computer hardware, and 
supplies;
    4. all ice merchandisers provided to customers listed in Schedule 1 
to this Final Judgment as of California Divestiture Date;
    5. all contracts, contractual rights, and customer relationships, 
and all other agreements, commitments, and understandings, including 
all pending sales and purchase orders for goods that have not yet been 
delivered as of California Divestiture Date, agreements with suppliers, 
manufacturers, distributors, co-packers, and retailers, and leases, and 
all outstanding offers or solicitations to enter into similar 
arrangements;
    6. all licenses, permits, certifications, approvals, consents, 
registrations, waivers, and authorizations, including those issued or 
granted by any governmental organization, and all pending applications 
or renewals; and
    7. all records and data, including (a) customer lists, locations, 
contact information, accounts, sales, and credit records for customers 
listed in Schedule 1 to this Final Judgment, (b) production, repair, 
maintenance, and performance records, and (c) manuals and technical 
information Defendants provide to their own employees, customers, 
suppliers, agents, or licensees.
    I. ``California Divestiture Date'' means the date on which the 
California Divestiture Assets are divested to Acquirer of the 
California Divestiture Assets pursuant to this Final Judgment.
    J. ``California Personnel'' means all full-time, part-time, or 
contract employees of Reddy Ice, wherever located, who worked at a 
facility in the California Divestiture Assets, at any time between 
January 1, 2026, and California Divestiture Date. The United States, in 
its sole discretion, will resolve any disagreement relating to which 
employees are California Personnel.
    K. ``Columbia Basin Ice'' means Columbia Basin Ice, LLC, a 
Washington limited liability corporation with its headquarters in 
Kennewick, WA, its successors and assigns, and its subsidiaries, 
divisions, groups, affiliates, partnerships, and joint ventures, and 
their directors, officers, managers, agents, and employees.
    L. ``Dee Zee Ice'' means Dee Zee Ice, LLC, a Connecticut limited 
liability corporation doing business as Diamond Ice with its 
headquarters in Southington, CT, its successors and assigns, and its 
subsidiaries, divisions, groups, affiliates, partnerships, and joint 
ventures, and their directors, officers, managers, agents, and 
employees.
    M. ``Divestiture Assets'' means the California Divestiture Assets, 
the Massachusetts Divestiture Assets, the New York Divestiture Assets, 
the Oregon Divestiture Assets, and the Washington Divestiture Assets.
    N. ``Divestiture Date'' means the date on which the Divestiture 
Assets are divested to Acquirers pursuant to this Final Judgment.
    O. ``Excluded California Assets'' means ISB Assets; contracts of 
insurance, including any prepayments of premiums and cash surrender 
values, and all insurance proceeds or claims made by Defendants 
relating to property or equipment repaired, replaced, or restored by 
Defendants prior to California Divestiture Date; all rights of 
Defendants to any claims, causes of action, avoidance actions, or 
similar rights held by Defendants arising prior to California 
Divestiture Date; all cash and cash equivalents of Defendants on hand 
and/or in banks held by Defendants as of California Divestiture Date; 
any prepayment of taxes and other amounts and any right to any tax 
refund or credit applicable to the California Divestiture Assets 
arising prior to California Divestiture Date or attributable to a pre-
California Divestiture Date period; all accounts receivable or notes 
receivable for services performed by Defendants in connection with the 
operation of California Divestiture Assets prior to California 
Divestiture Date, including unbilled accounts receivable prior to 
California Divestiture Date; any records, documents, or other 
information unrelated to California Personnel; any intellectual 
property of Defendants or their affiliates, including any rights in the 
``Reddy Ice'' name or any deviations thereof; and any corporate 
records, governing documents, minutes and stock record books, tax 
returns and corporate seals of Defendants unrelated to California 
Divestiture Assets.
    P. ``Excluded Massachusetts Assets'' means ISB Assets; contracts of 
insurance, including any prepayments of premiums and cash surrender 
values, and all insurance proceeds or claims made by Defendants 
relating to property or equipment repaired, replaced, or restored by 
Defendants prior to Massachusetts Divestiture Date; all rights of 
Defendants to any claims, causes of action, avoidance actions, or 
similar rights held by Defendants arising prior to Massachusetts 
Divestiture Date; all cash and cash equivalents of Defendants on hand 
and/or in banks held by Defendants as of Massachusetts Divestiture 
Date; any prepayment of taxes and other amounts and any right to any 
tax refund or credit applicable to the Massachusetts Divestiture Assets 
arising prior to Massachusetts Divestiture Date or attributable to a 
pre-Massachusetts Divestiture Date period; all accounts receivable or 
notes receivable for services performed by Defendants in connection 
with the operation of Massachusetts Divestiture Assets prior to 
Massachusetts Divestiture Date, including unbilled accounts receivable 
prior to Massachusetts Divestiture Date; any intellectual property of 
Defendants or their affiliates, including any rights in the ``Reddy 
Ice'' name or any deviations thereof; and any corporate records, 
governing documents, minutes and stock record books, tax returns and 
corporate seals of Defendants unrelated to the Massachusetts 
Divestiture Assets.
    Q. ``Excluded New York Assets'' means ISB Assets; contracts of 
insurance, including any prepayments of premiums and cash surrender 
values, and all insurance proceeds or claims made by Defendants 
relating to property

[[Page 7638]]

or equipment repaired, replaced, or restored by Defendants prior to New 
York Divestiture Date; all rights of Defendants to any claims, causes 
of action, avoidance actions, or similar rights held by Defendants 
arising prior to New York Divestiture Date; all cash and cash 
equivalents of Defendants on hand and/or in banks held by Defendants as 
of New York Divestiture Date; any prepayment of taxes and other amounts 
and any right to any tax refund or credit applicable to the New York 
Divestiture Assets arising prior to New York Divestiture Date or 
attributable to a pre-New York Divestiture Date period; all accounts 
receivable or notes receivable for services performed by Defendants in 
connection with the operation of New York Divestiture Assets prior to 
New York Divestiture Date, including unbilled accounts receivable prior 
to New York Divestiture Date; any intellectual property of Defendants 
or their affiliates, including any rights in the ``Reddy Ice'' name or 
any deviations thereof; and any corporate records, governing documents, 
minutes and stock record books, tax returns and corporate seals of 
Defendants unrelated to New York Divestiture Assets.
    R. ``Excluded Oregon Assets'' means ISB Assets; contracts of 
insurance, including any prepayments of premiums and cash surrender 
values, and all insurance proceeds or claims made by Defendants 
relating to property or equipment repaired, replaced, or restored by 
Defendants prior to Oregon Divestiture Date; all rights of Defendants 
to any claims, causes of action, avoidance actions, or similar rights 
held by Defendants arising prior to Oregon Divestiture Date; all cash 
and cash equivalents of Defendants on hand and/or in banks held by 
Defendants as of Oregon Divestiture Date; any prepayment of taxes and 
other amounts and any right to any tax refund or credit applicable to 
the Oregon Divestiture Assets arising prior to Oregon Divestiture Date 
or attributable to a pre-Oregon Divestiture Date period; all accounts 
receivable or notes receivable for services performed by Defendants in 
connection with the operation of Oregon Divestiture Assets prior to 
Oregon Divestiture Date, including unbilled accounts receivable prior 
to Oregon Divestiture Date; any records, documents, or other 
information unrelated to Oregon Personnel; any intellectual property of 
Defendants or their affiliates, including any rights in the ``Reddy 
Ice'' name or any deviations thereof; and any corporate records, 
governing documents, minutes and stock record books, tax returns and 
corporate seals of Defendants unrelated to the Oregon Divestiture 
Assets.
    S. ``Excluded Washington Assets'' means ISB Assets; contracts of 
insurance, including any prepayments of premiums and cash surrender 
values, and all insurance proceeds or claims made by Defendants 
relating to property or equipment repaired, replaced, or restored by 
Defendants prior to Washington Divestiture Date; all rights of 
Defendants to any claims, causes of action, avoidance actions, or 
similar rights held by Defendants arising prior to Washington 
Divestiture Date; all cash and cash equivalents of Defendants on hand 
and/or in banks held by Defendants as of Washington Divestiture Date; 
any prepayment of taxes and other amounts and any right to any tax 
refund or credit applicable to the Washington Divestiture Assets 
arising prior to Washington Divestiture Date or attributable to a pre-
Washington Divestiture Date period; all accounts receivable or notes 
receivable for services performed by Defendants in connection with the 
operation of Washington Divestiture Assets prior to Washington 
Divestiture Date, including unbilled accounts receivable prior to 
Washington Divestiture Date; any records, documents, or other 
information unrelated to Washington Personnel; any intellectual 
property of Defendants or their affiliates, including any rights in the 
``Reddy Ice'' name or any deviations thereof; and any corporate 
records, governing documents, minutes and stock record books, tax 
returns and corporate seals of Defendants unrelated to Washington 
Divestiture Assets.
    T. ``Ice merchandiser'' means a commercial refrigeration unit 
designed to store and display ice at a customer location.
    U. ``Including'' means including, but not limited to.
    V. ``In-Store Bagging Asset'' or ``ISB Asset'' means an automated, 
self-contained machine that produces and packages (fills and seals) 
bags of packaged ice at a customer location.
    W. ``Massachusetts Divestiture Assets'' means all of Defendants' 
rights, titles, and interests in and to all property and assets, 
tangible and intangible, wherever located, relating to or used in 
connection with the manufacture and sale of packaged ice to customers 
and locations listed in Schedule 2 to this Final Judgment, except for 
the Excluded Massachusetts Assets, including:
    1. all contracts, contractual rights, and customer relationships, 
and all other agreements, commitments, and understandings, including 
all pending sales and purchase orders for goods that have not yet been 
delivered as of Massachusetts Divestiture Date, agreements with 
suppliers, manufacturers, distributors, co-packers, and retailers, and 
all outstanding offers or solicitations to enter into similar 
arrangements;
    2. all records and data, including (a) customer lists, locations, 
contact information, accounts, sales, and credit records for customers 
listed in Schedule 2 to this Final Judgment, (b) production, repair, 
maintenance, and performance records, (c) manuals and technical 
information Defendants provide to their own employees, customers, 
suppliers, agents, or licensees; and
    3. all ice merchandisers provided to customers listed in Schedule 2 
to this Final Judgment as of Massachusetts Divestiture Date.
    X. ``Massachusetts Divestiture Date'' means the date on which the 
Massachusetts Divestiture Assets are divested to Acquirer of the 
Massachusetts Divestiture Assets pursuant to this Final Judgment.
    Y. ``Natuzzi Ice'' means Natuzzi Ice, Inc., a New York corporation 
with its headquarters in Springfield Gardens, NY, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    Z. ``New York Divestiture Assets'' means all of Defendants' rights, 
titles, and interests in and to all property and assets, tangible and 
intangible, wherever located, relating to or used in connection with 
the manufacture and sale of packaged ice to customers and locations 
listed in Schedule 3 to this Final Judgment, except for the Excluded 
New York Assets, including:
    1. all contracts, contractual rights, and customer relationships, 
and all other agreements, commitments, and understandings, including 
all pending sales and purchase orders for goods that have not yet been 
delivered as of New York Divestiture Date, agreements with suppliers, 
manufacturers, distributors, co-packers, and retailers, and all 
outstanding offers or solicitations to enter into similar arrangements;
    2. all records and data, including (a) customer lists, locations, 
contact information, accounts, sales, and credit records for customers 
listed in Schedule 3 to this Final Judgment, (b) production, repair, 
maintenance, and performance records, (c) manuals and technical 
information Defendants provide to their own employees, customers, 
suppliers, agents, or licensees; and

[[Page 7639]]

    3. all ice merchandisers provided to customers listed in Schedule 3 
to this Final Judgment as of New York Divestiture Date.
    AA. ``New York Divestiture Date'' means the date on which the New 
York Divestiture Assets are divested to Acquirer of the New York 
Divestiture Assets pursuant to this Final Judgment.
    BB. ``Oregon Divestiture Assets'' means all of Defendants' rights, 
titles, and interests in and to all property and assets, tangible and 
intangible, wherever located, relating to or used in connection with 
the manufacture and sale of packaged ice to customers and locations 
listed in Schedule 4 to this Final Judgment, except for the Excluded 
Oregon Assets, including:
    1. all contracts, contractual rights, and customer relationships, 
and all other agreements, commitments, and understandings, including 
all pending sales and purchase orders for goods that have not yet been 
delivered as of Oregon Divestiture Date, agreements with suppliers, 
manufacturers, distributors, co-packers, and retailers, and all 
outstanding offers or solicitations to enter into similar arrangements;
    2. all records and data, including (a) customers lists, locations, 
contact information, accounts, sales and credit records for customers 
listed in Schedule 4 to this Final Judgment, (b) production, repair, 
maintenance, and performance records, (c) manuals and technical 
information Defendants provide to their own employees, customers, 
suppliers, agents, or licensees; and
    3. all ice merchandisers provided to customers listed in Schedule 4 
to this Final Judgment as of Oregon Divestiture Date.
    CC. ``Oregon Divestiture Date'' means the date on which the Oregon 
Divestiture Assets are divested to Acquirer of the Oregon Divestiture 
Assets pursuant to this Final Judgment.
    DD. ``Oregon Ice'' means Oregon Ice Company, LLC, an Oregon limited 
liability corporation with its headquarters in Kennewick, WA, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.
    EE. ``Oregon Personnel'' means all full-time, part-time, or 
contract employees of Reddy Ice, wherever located, whose job 
responsibilities relate to ISB Assets and ice merchandisers in the 
Oregon Divestiture Assets, at any time between January 1, 2026, and 
Oregon Divestiture Date. The United States, in its sole discretion, 
will resolve any disagreement relating to which employees are Oregon 
Personnel.
    FF. ``Packaged ice'' means ice packaged in bags sold for human 
consumption or other use.
    GG. ``Reddy Ice'' means Reddy Ice LLC, a Nevada limited liability 
corporation with its headquarters in Dallas, TX, its successors and 
assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures (but excluding the Excluded 
Affiliates), and their directors, officers, managers, agents, and 
employees.
    HH. ``San Diego Ice'' means San Diego Ice Company, Inc., a 
California corporation doing business as San Diego Ice Company and 
California Ice Company, with its headquarters in San Diego, CA, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.
    II. ``Stone Canyon'' means Stone Canyon Industries Holdings, LP, a 
Delaware limited partnership with its headquarters in Los Angeles, CA, 
its successors and assigns, and its directors, officers, managers, 
agents, and employees; provided, however, that, except for Reddy Ice 
and its subsidiaries, ``Stone Canyon'' does not include, and no 
provision of this Final Judgment applies to: (a) any direct or indirect 
portfolio companies of investment funds advised or managed by Stone 
Canyon or any of its affiliates; or (b) any fund associated with Stone 
Canyon or its affiliates (collectively, the ``Excluded Affiliates'').
    JJ. ``Washington Divestiture Assets'' means all of Defendants' 
rights, titles, and interests in and to all property and assets, 
tangible and intangible, wherever located, relating to or used in 
connection with the manufacture and sale of packaged ice by Reddy Ice 
to customers and locations listed in Schedule 5 to this Final Judgment, 
except for the Excluded Washington Assets, including:
    1. the leases and subleases between Grosso Investments Mukilteo 
L.L.C. and Reddy Ice LLC for the premises located at 11431 Cyrus Way, 
Mukilteo, WA 98275, Grosso Enterprises Tacoma L.L.C. and Reddy Ice LLC 
for the premises located at 9625 32nd Avenue Court South, Lakewood, WA 
98499, and Mike Stafford and Reddy Ice LLC for the premises located at 
4427 West Industrial Loop, Coeur d'Alene, ID 83815;
    2. any real property, including fee simple interests, real property 
leasehold interests and renewal rights thereto, improvements to real 
property, and options to purchase any adjoining or other property, 
together with all buildings, facilities, and other structures;
    3. all ice merchandisers provided to customers listed in Schedule 5 
to this Final Judgment as of Washington Divestiture Date;
    4. all tangible personal property, including fixed assets, 
machinery and manufacturing equipment, tools, vehicles, inventory, 
materials, office equipment and furniture, computer hardware, and 
supplies;
    5. all contracts, contractual rights, and customer relationships, 
and all other agreements, commitments, and understandings, including 
all pending sales orders and purchase orders for goods that have not 
yet been delivered as of Washington Divestiture Date, agreements with 
suppliers, manufacturers, co-packers, and retailers, leases, and all 
outstanding offers or solicitations to enter into similar arrangements;
    6. all licenses, permits, certifications, approvals, consents, 
registrations, waivers, and authorizations, including those issued or 
granted by any governmental organization, and all pending applications 
or renewals; and
    7. all records and data, including (a) customer lists, locations, 
contact information, accounts, sales, and credit records for customers 
listed in Schedule 5 to this Final Judgment, (b) production, repair, 
maintenance, and performance records, (c) manuals and technical 
information Defendants provide to their own employees, customers, 
suppliers, agents, or licensees.
    KK. ``Washington Divestiture Date'' means the date on which the 
Washington Divestiture Assets are divested to Acquirer of the 
Washington Divestiture Assets pursuant to this Final Judgment.
    LL. ``Washington Personnel'' means all full-time, part-time, or 
contract employees of Reddy Ice, wherever located, who worked at a 
facility in the Washington Divestiture Assets, at any time between 
January 1, 2026, and Washington Divestiture Date. The United States, in 
its sole discretion, will resolve any disagreement relating to which 
employees are Washington Personnel.

III. Applicability

    A. This Final Judgment applies to Reddy Ice and Arctic Glacier, as 
defined above, and all other persons in active concert or participation 
with any Defendant who receive actual notice of this Final Judgment.
    B. If, prior to complying with Section IV, Section V, Section VI, 
Section VII, and Section VIII of this Final Judgment, Defendants sell 
or otherwise dispose of all or substantially all of their assets or of 
business units that include any

[[Page 7640]]

Divestiture Assets, Defendants must require any purchaser to be bound 
by the provisions of this Final Judgment. Defendants need not obtain 
such an agreement from Acquirers.

IV. Divestiture of California Divestiture Assets

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation/Hold Separate 
Stipulation and Order in this matter, to (1) divest the California 
Divestiture Assets in a manner consistent with this Final Judgment to 
San Diego Ice or another Acquirer acceptable to the United States, in 
its sole discretion, and (2) sever any existing manufacture, 
distribution, or co-pack agreement between Defendants and Acquirer of 
the California Divestiture Assets. The United States, in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed 60 calendar days in total and will notify the Court of any 
extensions.
    B. For all contracts, agreements, and customer relationships (or 
portions of such contracts, agreements, and customer relationships) 
included in the California Divestiture Assets, Defendants must assign 
or otherwise transfer all contracts, agreements, and customer 
relationships for customers and locations listed in Schedule 1 to this 
Final Judgment to Acquirer of the California Divestiture Assets within 
the deadlines set forth in Paragraph IV.A. of this Final Judgment; 
provided, however, that for any contract or agreement that requires the 
consent of another party to assign or otherwise transfer, Defendants 
must use best efforts to accomplish the assignment or transfer. 
Defendants must not interfere with any negotiations between Acquirer of 
the California Divestiture Assets and a contracting party.
    C. Defendants must use best efforts to divest the California 
Divestiture Assets as expeditiously as possible. Defendants must take 
no action that would jeopardize the completion of the divestiture 
ordered by the Court, including any action to impede the permitting, 
operation, or divestiture of the California Divestiture Assets.
    D. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
California Divestiture Assets and must be accomplished in such a way as 
to satisfy the United States, in its sole discretion, that the 
California Divestiture Assets can and will be used by Acquirer of the 
California Divestiture Assets as part of a viable, ongoing business of 
the manufacture and sale of packaged ice and that the divestiture to 
Acquirer of the California Divestiture Assets will remedy the 
competitive harm alleged in the Complaint.
    E. The divestiture of the California Divestiture Assets must be 
made to an Acquirer that, in the United States' sole judgment, has the 
intent and capability, including the necessary managerial, operational, 
technical, and financial capability, to compete effectively in the 
manufacture and sale of packaged ice.
    F. The divestiture of the California Divestiture Assets must be 
accomplished in a manner that satisfies the United States, in its sole 
discretion, that none of the terms of any agreement between Acquirer of 
the California Divestiture Assets and Defendants give Defendants the 
ability unreasonably to raise costs for Acquirer of the California 
Divestiture Assets, to lower efficiency of Acquirer of the California 
Divestiture Assets, or otherwise interfere in the ability of Acquirer 
of the California Divestiture Assets to compete effectively in the 
manufacture and sale of packaged ice.
    G. In the event Defendants are attempting to divest the California 
Divestiture Assets to an Acquirer other than San Diego Ice, Defendants 
promptly must make known, by usual and customary means, the 
availability of the California Divestiture Assets. Defendants must 
inform any person making an inquiry relating to a possible purchase of 
the California Divestiture Assets that the California Divestiture 
Assets are being divested in accordance with this Final Judgment and 
must provide that person with a copy of this Final Judgment. Defendants 
must offer to furnish to all prospective Acquirers of the California 
Divestiture Assets, subject to customary confidentiality assurances, 
all information and documents relating to the California Divestiture 
Assets that are customarily provided in a due diligence process; 
provided, however, that Defendants need not provide information or 
documents subject to the attorney-client privilege or work-product 
doctrine. Defendants must make all information and documents available 
to the United States at the same time that the information and 
documents are made available to any other person.
    H. Defendants must provide prospective Acquirers of the California 
Divestiture Assets with (1) access to make inspections of the 
California Divestiture Assets; (2) access to all environmental, zoning, 
and other permitting documents and information relating to the 
California Divestiture Assets; and (3) access to all financial, 
operational, or other documents and information relating to the 
California Divestiture Assets that would customarily be provided as 
part of a due diligence process. Defendants also must disclose all 
encumbrances on any part of the California Divestiture Assets, 
including on intangible property.
    I. Defendants must cooperate with and assist Acquirer of the 
California Divestiture Assets in identifying and, at the option of 
Acquirer of the California Divestiture Assets, hiring all California 
Personnel, including:
    1. Within 10 business days following the entry of the Asset 
Preservation/Hold Separate Stipulation and Order in this matter, 
Defendants must identify all California Personnel to Acquirer of the 
California Divestiture Assets and the United States, including by 
providing organization charts covering all California Personnel.
    2. Within 10 business days following receipt of a request by 
Acquirer of the California Divestiture Assets, the United States, or 
the monitor, Defendants must provide to Acquirer of the California 
Divestiture Assets, the United States, or the monitor additional 
information relating to California Personnel, including name, job 
title, reporting relationships, past experience, responsibilities, 
training and educational histories, relevant certifications, and job 
performance evaluations. Defendants must also provide to Acquirer of 
the California Divestiture Assets, the United States, or the monitor 
information relating to current and accrued compensation and benefits 
of California Personnel, including most recent bonuses paid, aggregate 
annual compensation, current target or guaranteed bonus, if any, any 
retention agreement or incentives, and any other payments due, 
compensation or benefits accrued, or promises made to the California 
Personnel. If Defendants are barred by any applicable law from 
providing any of this information, Defendants must provide, within 10 
business days following receipt of the request, the requested 
information to the full extent permitted by law and also must provide a 
written explanation of Defendants' inability to provide the remaining 
information, including specifically identifying the provisions of the 
applicable laws.
    3. At the request of Acquirer of the California Divestiture Assets, 
Defendants must promptly make California Personnel available for 
private interviews with Acquirer of the California Divestiture Assets 
during normal business hours at a mutually agreeable location.

[[Page 7641]]

    4. Defendants must not interfere with any effort by Acquirer of the 
California Divestiture Assets to employ any California Personnel. 
Interference includes offering to increase the compensation or improve 
the benefits of California Personnel unless (a) the offer is part of a 
company-wide increase in compensation or improvement in benefits that 
was announced prior to January 1, 2026 or (b) the offer is approved by 
the United States in its sole discretion. Defendants' obligations under 
this Paragraph IV.I.4. of this Final Judgment will expire 180 calendar 
days after California Divestiture Date.
    5. For California Personnel who elect employment with Acquirer of 
the California Divestiture Assets within 180 calendar days of 
California Divestiture Date, Defendants must waive all non-compete and 
non-disclosure agreements; vest and pay to the California Personnel (or 
to Acquirer of the California Divestiture Assets for payment to the 
employee) on a prorated basis any bonuses, incentives, other salary, 
benefits, or other compensation fully or partially accrued at the time 
of the transfer of the employee to Acquirer of the California 
Divestiture Assets; vest any unvested pension and other equity rights; 
and provide all other benefits that those California Personnel 
otherwise would have been provided had the California Personnel 
continued employment with Defendants, including any retention bonuses 
or payments. Defendants may maintain reasonable restrictions on 
disclosure by California Personnel of Defendants' proprietary non-
public information that is unrelated to the California Divestiture 
Assets and not otherwise required to be disclosed by this Final 
Judgment.
    6. Non-Solicitation: For a period of six months from California 
Divestiture Date, Defendants may not solicit to re-hire California 
Personnel who were hired by Acquirer of the California Divestiture 
Assets unless (a) an individual is terminated or laid off by Acquirer 
of the California Divestiture Assets or (b) Acquirer of the California 
Divestiture Assets agrees in writing that Defendants may solicit to re-
hire that individual. Nothing in this Paragraph IV.I.6. prohibits 
Defendants from advertising employment openings using general 
solicitations or advertisements and re-hiring California Personnel who 
apply for an employment opening through a general solicitation or 
advertisement.
    J. Defendants must warrant to Acquirer of the California 
Divestiture Assets that (1) the California Divestiture Assets will be 
operational and without material defect on the date of their transfer 
to Acquirer of the California Divestiture Assets; (2) there are no 
material defects in the environmental, zoning, or other permits 
relating to the operation of the California Divestiture Assets; and (3) 
Defendants have disclosed all encumbrances on any part of the 
California Divestiture Assets, including on intangible property. 
Following the sale of the California Divestiture Assets, Defendants 
must not undertake, directly or indirectly, challenges to the 
environmental, zoning, or other permits relating to the operation of 
the California Divestiture Assets.
    K. Defendants must use best efforts to assist Acquirer of the 
California Divestiture Assets to obtain all necessary licenses, 
registrations, and permits to operate the California Divestiture 
Assets. Until Acquirer of the California Divestiture Assets obtains the 
necessary licenses, registrations, and permits, Defendants must provide 
Acquirer of the California Divestiture Assets with the benefit of 
Defendants' licenses, registrations, and permits to the full extent 
permissible by law.
    L. Supply Contracts: At the option of Acquirer of the California 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before California Divestiture Date, Defendants 
must enter into a supply contract or contracts for packaged ice 
sufficient to meet the needs of Acquirer of the California Divestiture 
Assets to supply packaged ice to the customers and locations listed in 
Schedule 1 to this Final Judgment, as determined by Acquirer of the 
California Divestiture Assets, for a period of up to one year, on terms 
and conditions reasonably related to market conditions for the supply 
of packaged ice. At the option of Acquirer of the California 
Divestiture Assets, subject to approval by the United States in its 
sole discretion, Defendants must enter into one or more extensions of 
any such contract for the supply of packaged ice, on terms and 
conditions reasonably related to market conditions for the supply of 
packaged ice, for a total of up to an additional two years. Any 
amendment to or modification of any provision of any such supply 
contract or supply contract extension is subject to approval by the 
United States, in its sole discretion. If Acquirer of the California 
Divestiture Assets seeks an extension of the term of any supply 
contract, Defendants must notify the United States in writing at least 
90 calendar days prior to the date the supply contract expires. 
Acquirer of the California Divestiture Assets may terminate a supply 
contract (including an extension of a supply contract), or any portion 
of a supply contract (including a portion of an extension of a supply 
contract), without cost or penalty upon 30 calendar days written 
notice.
    M. Transition Services: At the option of Acquirer of the California 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before California Divestiture Date, Defendants 
must enter into a contract to provide transition services for back 
office, accounting, invoicing, customer service, employee health and 
safety, and information technology services and support for a period of 
up to 180 calendar days on terms and conditions reasonably related to 
market conditions for the provision of the transition services. At the 
option of Acquirer of the California Divestiture Assets, subject to 
approval by the United States in its sole discretion, Defendants must 
enter into one or more extensions of any such contracts for a total of 
up to an additional 180 calendar days, on terms and conditions 
reasonably related to market conditions for the provision of the 
transition services. Any amendment to or modification of any transition 
services contract or extension to a transition services contract is 
subject to approval by the United States, in its sole discretion. If 
Acquirer of the California Divestiture Assets seeks an extension of the 
term of any contract for transition services, Defendants must notify 
the United States in writing at least 30 calendar days prior to the 
date the contract expires. Acquirer of the California Divestiture 
Assets may terminate a contract (including an extension) for transition 
services, or any portion of a contract (including an extension) for 
transition services, without cost or penalty upon 30 calendar days 
written notice. The employees of Defendants tasked with providing 
transition services to Acquirer of the California Divestiture Assets 
must not share any competitively sensitive information of Acquirer of 
the California Divestiture Assets with any other employee of 
Defendants.
    N. Non-Compete: For a period of one year following California 
Divestiture Date, Defendants must not sell any packaged ice to 
customers listed in Schedule 1 to this Final Judgment.
    O. No Customer Solicitation: For a period of three years following 
California Divestiture Date, Defendants must not initiate customer-
specific communications to solicit any customer for the portion of that 
customer's business covered by a contract, agreement, or relationship 
(or portion thereof) that is included in Schedule 1 to this Final 
Judgment; provided, however, that (1) starting one year

[[Page 7642]]

following California Divestiture Date, Defendants may respond to 
inquiries initiated by customers and enter into negotiations at the 
request of such customers (including responding to requests for 
quotation or proposal) to supply any business, whether or not such 
business was included in the California Divestiture Assets; and (2) 
Defendants must maintain a log of telephonic, electronic, in-person, 
and other communications that constitute inquiries or requests from 
customers included in the California Divestiture Assets and make it 
available to the United States or the monitor for inspection upon 
request.
    P. If any term of an agreement between Defendants and Acquirer of 
the California Divestiture Assets, including an agreement to effectuate 
the divestiture required by this Final Judgment, varies from a term of 
this Final Judgment, to the extent that Defendants cannot fully comply 
with both, this Final Judgment determines Defendants' obligations.

V. Divestiture of Massachusetts Divestiture Assets

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation/Hold Separate 
Stipulation and Order in this matter, to (1) divest the Massachusetts 
Divestiture Assets in a manner consistent with this Final Judgment to 
Dee Zee Ice or another Acquirer acceptable to the United States, in its 
sole discretion, and (2) sever any existing manufacture, distribution, 
or co-pack agreement between Defendants and Acquirer of the 
Massachusetts Divestiture Assets. The United States, in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed 60 calendar days in total and will notify the Court of any 
extensions.
    B. For all contracts, agreements, and customer relationships (or 
portions of such contracts, agreements, and customer relationships) 
included in the Massachusetts Divestiture Assets, Defendants must 
assign or otherwise transfer all contracts, agreements, and customer 
relationships for customers and locations listed in Schedule 2 to this 
Final Judgment to Acquirer of the Massachusetts Divestiture Assets 
within the deadlines set forth in Paragraph V.A. of this Final 
Judgment; provided, however, that for any contract or agreement that 
requires the consent of another party to assign or otherwise transfer, 
Defendants must use best efforts to accomplish the assignment or 
transfer. Defendants must not interfere with any negotiations between 
Acquirer of the Massachusetts Divestiture Assets and a contracting 
party.
    C. Defendants must use best efforts to divest the Massachusetts 
Divestiture Assets as expeditiously as possible. Defendants must take 
no action that would jeopardize the completion of the divestiture 
ordered by the Court, including any action to impede the permitting, 
operation, or divestiture of the Massachusetts Divestiture Assets.
    D. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
Massachusetts Divestiture Assets and must be accomplished in such a way 
as to satisfy the United States, in its sole discretion, that the 
Massachusetts Divestiture Assets can and will be used by Acquirer of 
the Massachusetts Divestiture Assets as part of a viable, ongoing 
business of the manufacture and sale of packaged ice and that the 
divestiture to Acquirer of the Massachusetts Divestiture Assets will 
remedy the competitive harm alleged in the Complaint.
    E. The divestiture of the Massachusetts Divestiture Assets must be 
made to an Acquirer that, in the United States' sole judgment, has the 
intent and capability, including the necessary managerial, operational, 
technical, and financial capability, to compete effectively in the 
manufacture and sale of packaged ice.
    F. The divestiture of the Massachusetts Divestiture Assets must be 
accomplished in a manner that satisfies the United States, in its sole 
discretion, that none of the terms of any agreement between Acquirer of 
the Massachusetts Divestiture Assets and Defendants give Defendants the 
ability unreasonably to raise costs for Acquirer of the Massachusetts 
Divestiture Assets, to lower efficiency of Acquirer of the 
Massachusetts Divestiture Assets, or otherwise interfere in the ability 
of Acquirer of the Massachusetts Divestiture Assets to compete 
effectively in the manufacture and sale of packaged ice.
    G. In the event Defendants are attempting to divest the 
Massachusetts Divestiture Assets to an Acquirer other than Dee Zee Ice, 
Defendants promptly must make known, by usual and customary means, the 
availability of the Massachusetts Divestiture Assets. Defendants must 
inform any person making an inquiry relating to a possible purchase of 
the Massachusetts Divestiture Assets that the Massachusetts Divestiture 
Assets are being divested in accordance with this Final Judgment and 
must provide that person with a copy of this Final Judgment. Defendants 
must offer to furnish to all prospective Acquirers of the Massachusetts 
Divestiture Assets, subject to customary confidentiality assurances, 
all information and documents relating to the Massachusetts Divestiture 
Assets that are customarily provided in a due diligence process; 
provided, however, that Defendants need not provide information or 
documents subject to the attorney-client privilege or work-product 
doctrine. Defendants must make all information and documents available 
to the United States at the same time that the information and 
documents are made available to any other person.
    H. Defendants must provide prospective Acquirers of the 
Massachusetts Divestiture Assets with (1) access to make inspections of 
the Divestiture Assets; and (2) access to all financial, operational, 
or other documents and information relating to the Massachusetts 
Divestiture Assets that would customarily be provided as part of a due 
diligence process. Defendants also must disclose all encumbrances on 
any part of the Massachusetts Divestiture Assets, including on 
intangible property.
    I. Defendants must warrant to Acquirer of the Massachusetts 
Divestiture Assets that (1) the Massachusetts Divestiture Assets will 
be operational and without material defect on the date of their 
transfer to Acquirer of the Massachusetts Divestiture Assets and (2) 
Defendants have disclosed all encumbrances on any part of the 
Massachusetts Divestiture Assets, including on intangible property.
    J. Supply Contracts: At the option of Acquirer of the Massachusetts 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before Massachusetts Divestiture Date, 
Defendants must enter into a supply contract or contracts for packaged 
ice sufficient to meet the needs of Acquirer of the Massachusetts 
Divestiture Assets to supply packaged ice to the customers and 
locations listed in Schedule 2 to this Final Judgment, as determined by 
Acquirer of the Massachusetts Divestiture Assets, for a period of up to 
one year, for the supply of packaged ice on terms and conditions 
reasonably related to market conditions for the supply of packaged ice. 
At the option of Acquirer of the Massachusetts Divestiture Assets, 
subject to approval by the United States in its sole discretion, 
Defendants must enter into one or more extensions of any such contracts 
for packaged ice, on terms and conditions reasonably related to market 
conditions for the supply of packaged ice, for a total of up to two 
years. Any amendment to or modification of any

[[Page 7643]]

provision of any such supply contract or supply contract extension is 
subject to approval by the United States, in its sole discretion. If 
Acquirer of the Massachusetts Divestiture Assets seeks an extension of 
the term of any supply contract, Defendants must notify the United 
States in writing at least 90 calendar days prior to the date the 
supply contract expires. Acquirer of the Massachusetts Divestiture 
Assets may terminate a supply contract (including an extension of a 
supply contract), or any portion of a supply contract (including a 
portion of an extension of a supply contract), without cost or penalty 
upon 30 calendar days written notice.
    K. Transition Services: At the option of Acquirer of the 
Massachusetts Divestiture Assets, and subject to approval by the United 
States in its sole discretion, on or before Massachusetts Divestiture 
Date, Defendants must enter into a contract to provide transition 
services for back office, accounting, invoicing, customer service, and 
information technology services and support for a period of up to 180 
calendar days on terms and conditions reasonably related to market 
conditions for the provision of the transition services. At the option 
of Acquirer of the Massachusetts Divestiture Assets, subject to 
approval by the United States in its sole discretion, Defendants must 
enter into one or more extensions of any such contracts for a total of 
up to an additional 180 calendar days, on terms and conditions 
reasonably related to market conditions for the provision of the 
transition services. Any amendment to or modification of any transition 
services contract or extension to a transition services contract is 
subject to approval by the United States, in its sole discretion. If 
Acquirer of the Massachusetts Divestiture Assets seeks an extension of 
the term of any contract for transition services, Defendants must 
notify the United States in writing at least 30 calendar days prior to 
the date the contract expires. Acquirer of the Massachusetts 
Divestiture Assets may terminate a contract (including an extension) 
for transition services, or any portion of a contract (including an 
extension) for transition services, without cost or penalty upon 30 
calendar days written notice. The employees of Defendants tasked with 
providing transition services to Acquirer of the Massachusetts 
Divestiture Assets must not share any competitively sensitive 
information of Acquirer of the Massachusetts Divestiture Assets with 
any other employee of Defendants.
    L. Non-Compete: For a period of one year following Massachusetts 
Divestiture Date, Defendants must not sell any packaged ice to 
customers listed in Schedule 2 to this Final Judgment.
    M. No Customer Solicitation: For a period of three years following 
Massachusetts Divestiture Date, Defendants must not initiate customer-
specific communications to solicit any customer for the portion of that 
customer's business covered by a contract, agreement, or relationship 
(or portion thereof) that is included in Schedule 2 to this Final 
Judgment; provided, however, that (1) Defendants may respond to 
inquiries initiated by customers and enter into negotiations at the 
request of such customers (including responding to requests for 
quotation or proposal) to supply any business, whether or not such 
business was included in the Massachusetts Divestiture Assets; and (2) 
Defendants must maintain a log of telephonic, electronic, in-person, 
and other communications that constitute inquiries or requests from 
customers included in the Massachusetts Divestiture Assets and make it 
available to the United States for inspection upon request.
    N. If any term of an agreement between Defendants and Acquirer of 
the Massachusetts Divestiture Assets, including an agreement to 
effectuate the divestiture required by this Final Judgment, varies from 
a term of this Final Judgment, to the extent that Defendants cannot 
fully comply with both, this Final Judgment determines Defendants' 
obligations.

VI. Divestiture of New York Divestiture Assets

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation/Hold Separate 
Stipulation and Order in this matter, to (1) divest the New York 
Divestiture Assets in a manner consistent with this Final Judgment to 
Natuzzi Ice or another Acquirer acceptable to the United States, in its 
sole discretion, and (2) sever any existing manufacture, distribution, 
or co-pack agreement between Defendants and Acquirer of the New York 
Divestiture Assets. The United States, in its sole discretion, may 
agree to one or more extensions of this time period not to exceed 60 
calendar days in total and will notify the Court of any extensions.
    B. For all contracts, agreements, and customer relationships (or 
portions of such contracts, agreements, and customer relationships) 
included in the New York Divestiture Assets, Defendants must assign or 
otherwise transfer all contracts, agreements, and customer 
relationships for customers and locations listed in Schedule 3 to this 
Final Judgment to Acquirer of the New York Divestiture Assets within 
the deadlines set forth in Paragraph VI.A. of this Final Judgment; 
provided, however, that for any contract or agreement that requires the 
consent of another party to assign or otherwise transfer, Defendants 
must use best efforts to accomplish the assignment or transfer. 
Defendants must not interfere with any negotiations between Acquirer of 
the New York Divestiture Assets and a contracting party.
    C. Defendants must use best efforts to divest the New York 
Divestiture Assets as expeditiously as possible. Defendants must take 
no action that would jeopardize the completion of the divestiture 
ordered by the Court, including any action to impede the permitting, 
operation, or divestiture of the New York Divestiture Assets.
    D. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire New 
York Divestiture Assets and must be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the New York 
Divestiture Assets can and will be used by Acquirer of the New York 
Divestiture Assets as part of a viable, ongoing business of the 
manufacture and sale of packaged ice and that the divestiture to 
Acquirer of the New York Divestiture Assets will remedy the competitive 
harm alleged in the Complaint.
    E. The divestiture of the New York Divestiture Assets must be made 
to an Acquirer that, in the United States' sole judgment, has the 
intent and capability, including the necessary managerial, operational, 
technical, and financial capability, to compete effectively in the 
manufacture and sale of packaged ice.
    F. The divestiture of the New York Divestiture Assets must be 
accomplished in a manner that satisfies the United States, in its sole 
discretion, that none of the terms of any agreement between Acquirer of 
the New York Divestiture Assets and Defendants give Defendants the 
ability unreasonably to raise costs for Acquirer of the New York 
Divestiture Assets, to lower efficiency of Acquirer of the New York 
Divestiture Assets, or otherwise interfere in the ability of Acquirer 
of the New York Divestiture Assets to compete effectively in the 
manufacture and sale of packaged ice.
    G. In the event Defendants are attempting to divest the New York 
Divestiture Assets to an Acquirer other than Natuzzi Ice, Defendants 
promptly must make known, by usual and

[[Page 7644]]

customary means, the availability of the New York Divestiture Assets. 
Defendants must inform any person making an inquiry relating to a 
possible purchase of the New York Divestiture Assets that the New York 
Divestiture Assets are being divested in accordance with this Final 
Judgment and must provide that person with a copy of this Final 
Judgment. Defendants must offer to furnish to all prospective Acquirers 
of the New York Divestiture Assets, subject to customary 
confidentiality assurances, all information and documents relating to 
the New York Divestiture Assets that are customarily provided in a due 
diligence process; provided, however, that Defendants need not provide 
information or documents subject to the attorney-client privilege or 
work-product doctrine. Defendants must make all information and 
documents available to the United States at the same time that the 
information and documents are made available to any other person.
    H. Defendants must provide prospective Acquirers of the New York 
Divestiture Assets with (1) access to make inspections of the New York 
Divestiture Assets; and (2) access to all financial, operational, or 
other documents and information relating to the New York Divestiture 
Assets that would customarily be provided as part of a due diligence 
process. Defendants also must disclose all encumbrances on any part of 
the New York Divestiture Assets, including on intangible property.
    I. Defendants must warrant to Acquirer of the New York Divestiture 
Assets that (1) the New York Divestiture Assets will be operational and 
without material defect on the date of their transfer to Acquirer of 
the New York Divestiture Assets and (2) Defendants have disclosed all 
encumbrances on any part of the New York Divestiture Assets, including 
on intangible property.
    J. Supply Contracts: At the option of Acquirer of the New York 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before New York Divestiture Date, Defendants 
must enter into a supply contract or contracts for packaged ice 
sufficient to meet the needs of Acquirer of the New York Divestiture 
Assets to supply packaged ice to the customers and locations listed in 
Schedule 3 to this Final Judgment, as determined by Acquirer of the New 
York Divestiture Assets, for a period of up to one year, on terms and 
conditions reasonably related to market conditions for the supply of 
packaged ice. At the option of Acquirer of the New York Divestiture 
Assets, subject to approval by the United States in its sole 
discretion, Defendants must enter into one or more extensions of any 
such contract for the supply of packaged ice at cost for a total of up 
to two years. Any amendment to or modification of any provision of any 
such supply contract or supply contract extension is subject to 
approval by the United States, in its sole discretion. If Acquirer of 
the New York Divestiture Assets seeks an extension of the term of any 
supply contract, Defendants must notify the United States in writing at 
least 90 calendar days prior to the date the supply contract expires. 
Acquirer of the New York Divestiture Assets may terminate a supply 
contract (including an extension of a supply contract), or any portion 
of a supply contract (including a portion of an extension of a supply 
contract), without cost or penalty upon 30 calendar days written 
notice.
    K. Transition Services: At the option of Acquirer of the New York 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before New York Divestiture Date, Defendants 
must enter into a contract to provide transition services for back 
office, accounting, invoicing, customer service, and information 
technology services and support for a period of up to 180 calendar days 
on terms and conditions reasonably related to market conditions for the 
provision of the transition services. At the option of Acquirer of the 
New York Divestiture Assets, subject to approval by the United States 
in its sole discretion, Defendants must enter into one or more 
extensions of any such contracts for a total of up to an additional 180 
calendar days, on terms and conditions reasonably related to market 
conditions for the provision of the transition services. Any amendment 
to or modification of any transition services contract or extension to 
a transition services contract is subject to approval by the United 
States, in its sole discretion. If Acquirer of the New York Divestiture 
Assets seeks an extension of the term of any contract for transition 
services, Defendants must notify the United States in writing at least 
30 calendar days prior to the date the contract expires. Acquirer of 
the New York Divestiture Assets may terminate a contract (including an 
extension) for transition services, or any portion of a contract 
(including an extension) for transition services, without cost or 
penalty upon 30 calendar days written notice. The employees of 
Defendants tasked with providing transition services to Acquirer of the 
New York Divestiture Assets must not share any competitively sensitive 
information of Acquirer of the New York Divestiture Assets with any 
other employee of Defendants.
    L. Non-Compete: For a period of one year following New York 
Divestiture Date, Defendants must not sell any packaged ice to 
customers listed in Schedule 3 to this Final Judgment.
    M. No Customer Solicitation: For a period of three years following 
New York Divestiture Date, Defendants must not initiate customer-
specific communications to solicit any customer for the portion of that 
customer's business covered by a contract, agreement, or relationship 
(or portion thereof) that is included in Schedule 3 to this Final 
Judgment; provided, however, that (1) Defendants may respond to 
inquiries initiated by customers and enter into negotiations at the 
request of such customers (including responding to requests for 
quotation or proposal) to supply any business, whether or not such 
business was included in the New York Divestiture Assets; and (2) 
Defendants must maintain a log of telephonic, electronic, in-person, 
and other communications that constitute inquiries or requests from 
customers included in the New York Divestiture Assets and make it 
available to the United States for inspection upon request.
    N. If any term of an agreement between Defendants and Acquirer of 
the New York Divestiture Assets, including an agreement to effectuate 
the divestiture required by this Final Judgment, varies from a term of 
this Final Judgment, to the extent that Defendants cannot fully comply 
with both, this Final Judgment determines Defendants' obligations.

VII. Divestiture of Oregon Divestiture Assets

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation/Hold Separate 
Stipulation and Order in this matter, to (1) divest the Oregon 
Divestiture Assets in a manner consistent with this Final Judgment to 
Oregon Ice or another Acquirer acceptable to the United States, in its 
sole discretion, and (2) sever any existing manufacture, distribution, 
or co-pack agreement between Defendants and Acquirer of the Oregon 
Divestiture Assets. The United States, in its sole discretion, may 
agree to one or more extensions of this time period not to exceed 60 
calendar days in total and will notify the Court of any extensions.
    B. For all contracts, agreements, and customer relationships (or 
portions of

[[Page 7645]]

such contracts, agreements, and customer relationships) included in the 
Oregon Divestiture Assets, Defendants must assign or otherwise transfer 
all contracts, agreements, and customer relationships for customers and 
locations listed in Schedule 4 to this Final Judgment to Acquirer 
within the deadlines set forth in Paragraph VII.A. of this Final 
Judgment; provided, however, that for any contract or agreement that 
requires the consent of another party to assign or otherwise transfer, 
Defendants must use best efforts to accomplish the assignment or 
transfer. Defendants must not interfere with any negotiations between 
Acquirer of the Oregon Divestiture Assets and a contracting party.
    C. At the option of Acquirer of the Oregon Divestiture Assets, 
Defendants must grant Acquirer of the Oregon Divestiture Assets a rent-
free and royalty-free right to use ISB Assets located at customer 
locations in Schedule 4 to this Final Judgment for a period of three 
years. At written request from Acquirer of the Oregon Divestiture 
Assets, Defendants must remove ISB Assets from any requested customer 
location within 30 calendar days or provide written confirmation to 
Acquirer of the Oregon Divestiture Assets to remove and dispose of ISB 
Assets.
    D. Defendants must use best efforts to divest the Oregon 
Divestiture Assets as expeditiously as possible. Defendants must take 
no action that would jeopardize the completion of the divestiture 
ordered by the Court, including any action to impede the permitting, 
operation, or divestiture of the Oregon Divestiture Assets.
    E. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
Oregon Divestiture Assets and must be accomplished in such a way as to 
satisfy the United States, in its sole discretion, that the Oregon 
Divestiture Assets can and will be used by Acquirer of the Oregon 
Divestiture Assets as part of a viable, ongoing business of manufacture 
and sale of packaged ice and that the divestiture to Acquirer of the 
Oregon Divestiture Assets will remedy the competitive harm alleged in 
the Complaint.
    F. The divestiture of the Oregon Divestiture Assets must be made to 
an Acquirer that, in the United States' sole judgment, has the intent 
and capability, including the necessary managerial, operational, 
technical, and financial capability, to compete effectively in the 
manufacture and sale of packaged ice.
    G. The divestiture of the Oregon Divestiture Assets must be 
accomplished in a manner that satisfies the United States, in its sole 
discretion, that none of the terms of any agreement between Acquirer of 
the Oregon Divestiture Assets and Defendants give Defendants the 
ability unreasonably to raise costs for Acquirer of the Oregon 
Divestiture Assets, to lower efficiency of Acquirer of the Oregon 
Divestiture Assets, or otherwise interfere in the ability of Acquirer 
of the Oregon Divestiture Assets to compete effectively in the 
manufacture and sale of packaged ice.
    H. In the event Defendants are attempting to divest the Oregon 
Divestiture Assets to an Acquirer other than Oregon Ice, Defendants 
promptly must make known, by usual and customary means, the 
availability of the Oregon Divestiture Assets. Defendants must inform 
any person making an inquiry relating to a possible purchase of the 
Oregon Divestiture Assets that the Oregon Divestiture Assets are being 
divested in accordance with this Final Judgment and must provide that 
person with a copy of this Final Judgment. Defendants must offer to 
furnish to all prospective Acquirers of the Oregon Divestiture Assets, 
subject to customary confidentiality assurances, all information and 
documents relating to the Oregon Divestiture Assets that are 
customarily provided in a due diligence process; provided, however, 
that Defendants need not provide information or documents subject to 
the attorney-client privilege or work-product doctrine. Defendants must 
make all information and documents available to the United States at 
the same time that the information and documents are made available to 
any other person.
    I. Defendants must provide prospective Acquirers of the Oregon 
Divestiture Assets with (1) access to make inspections of the Oregon 
Divestiture Assets; and (2) access to all financial, operational, or 
other documents and information relating to the Oregon Divestiture 
Assets that would customarily be provided as part of a due diligence 
process. Defendants also must disclose all encumbrances on any part of 
the Oregon Divestiture Assets, including on intangible property.
    J. Defendants must cooperate with and assist Acquirer of the Oregon 
Divestiture Assets in identifying and, at the option of Acquirer of the 
Oregon Divestiture Assets, hiring all Oregon Personnel, including:
    1. Within 10 business days following the entry of the Asset 
Preservation/Hold Separate Stipulation and Order in this matter, 
Defendants must identify all Oregon Personnel to Acquirer of the Oregon 
Divestiture Assets and the United States, including by providing 
organization charts covering all Oregon Personnel.
    2. Within 10 business days following receipt of a request by 
Acquirer of the Oregon Divestiture Assets, the United States, or the 
monitor, Defendants must provide to Acquirer of the Oregon Divestiture 
Assets, the United States, or the monitor additional information 
relating to Oregon Personnel, including name, job title, reporting 
relationships, past experience, responsibilities, training and 
educational histories, relevant certifications, and job performance 
evaluations. Defendants must also provide to Acquirer of the Oregon 
Divestiture Assets, the United States, or the monitor information 
relating to current and accrued compensation and benefits of Oregon 
Personnel, including most recent bonuses paid, aggregate annual 
compensation, current target or guaranteed bonus, if any, any retention 
agreement or incentives, and any other payments due, compensation or 
benefits accrued, or promises made to the Oregon Personnel. If 
Defendants are barred by any applicable law from providing any of this 
information, Defendants must provide, within 10 business days following 
receipt of the request, the requested information to the full extent 
permitted by law and also must provide a written explanation of 
Defendants' inability to provide the remaining information, including 
specifically identifying the provisions of the applicable laws.
    3. At the request of Acquirer of the Oregon Divestiture Assets, 
Defendants must promptly make Oregon Personnel available for private 
interviews with Acquirer of the Oregon Divestiture Assets during normal 
business hours at a mutually agreeable location.
    4. Defendants must not interfere with any effort by Acquirer of the 
Oregon Divestiture Assets to employ any Oregon Personnel. Interference 
includes offering to increase the compensation or improve the benefits 
of Oregon Personnel unless (a) the offer is part of a company-wide 
increase in compensation or improvement in benefits that was announced 
prior to January 1, 2026 or (b) the offer is approved by the United 
States in its sole discretion. Defendants' obligations under this 
Paragraph VII.J.4. of this Final Judgment will expire 180 calendar days 
after Oregon Divestiture Date.
    5. For Oregon Personnel who elect employment with Acquirer of the

[[Page 7646]]

Oregon Divestiture Assets within 180 calendar days of Oregon 
Divestiture Date, Defendants must waive all non-compete and non-
disclosure agreements; vest and pay to the Oregon Personnel (or to 
Acquirer of the Oregon Divestiture Assets for payment to the employee) 
on a prorated basis any bonuses, incentives, other salary, benefits, or 
other compensation fully or partially accrued at the time of the 
transfer of the employee to Acquirer of the Oregon Divestiture Assets; 
vest any unvested pension and other equity rights; and provide all 
other benefits that those Oregon Personnel otherwise would have been 
provided had the Oregon Personnel continued employment with Defendants, 
including any retention bonuses or payments. Defendants may maintain 
reasonable restrictions on disclosure by Oregon Personnel of 
Defendants' proprietary non-public information that is unrelated to the 
Oregon Divestiture Assets and not otherwise required to be disclosed by 
this Final Judgment.
    6. Non-Solicitation: For a period of six months from Oregon 
Divestiture Date, Defendants may not solicit to re-hire Oregon 
Personnel who were hired by Acquirer of the Oregon Divestiture Assets 
unless (a) an individual is terminated or laid off by Acquirer of the 
Oregon Divestiture Assets or (b) Acquirer of the Oregon Divestiture 
Assets agrees in writing that Defendants may solicit to re-hire that 
individual. Nothing in this Paragraph VII.J.6. prohibits Defendants 
from advertising employment openings using general solicitations or 
advertisements and re-hiring Oregon Personnel who apply for an 
employment opening through a general solicitation or advertisement.
    K. Defendants must warrant to Acquirer of the Oregon Divestiture 
Assets that (1) the Oregon Divestiture Assets will be operational and 
without material defect on the date of their transfer to Acquirer of 
the Oregon Divestiture Assets and (2) Defendants have disclosed all 
encumbrances on any part of the Oregon Divestiture Assets, including on 
intangible property.
    L. Supply Contracts:
    1. At the option of Acquirer of the Oregon Divestiture Assets, and 
subject to approval by the United States in its sole discretion, on or 
before Oregon Divestiture Date, Defendants must enter into a supply 
contract or contracts for parts for the maintenance of ISB Assets 
sufficient to meet the needs of Acquirer of the Oregon Divestiture 
Assets, as determined by Acquirer of the Oregon Divestiture Assets, for 
a period of up to three years, on terms and conditions reasonably 
related to market conditions for the supply of parts for the 
maintenance of ISB Assets. At the option of Acquirer of the Oregon 
Divestiture Assets, subject to approval by the United States in its 
sole discretion, Defendants must enter into one or more extensions of 
any such contracts for a total of up to an additional two years, on 
terms and conditions reasonably related to market conditions for the 
supply of parts for the maintenance of ISB Assets. Any amendment to or 
modification of any provision of any such supply contract or supply 
contract extension is subject to approval by the United States, in its 
sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an 
extension of the term of any supply contract, Defendants must notify 
the United States in writing at least 90 calendar days prior to the 
date the supply contract expires. Acquirer of the Oregon Divestiture 
Assets may terminate a supply contract (including an extension of a 
supply contract), or any portion of a supply contract (including a 
portion of an extension of a supply contract), without cost or penalty 
upon 30 calendar days written notice.
    2. At the option of Acquirer of the Oregon Divestiture Assets, and 
subject to approval by the United States in its sole discretion, on or 
before Oregon Divestiture Date, Defendants must enter into a supply 
contract or contracts for packaged ice sufficient to meet the needs of 
Acquirer of the Oregon Divestiture Assets to supply packaged ice to the 
customers and locations listed in Schedule 4 to this Final Judgment, as 
determined by Acquirer of the Oregon Divestiture Assets, for a period 
of up to one year, on terms and conditions reasonably related to market 
conditions for the supply of packaged ice. At the option of Acquirer of 
the Oregon Divestiture Assets, subject to approval by the United States 
in its sole discretion, Defendants must enter into one or more 
extensions of any such contracts for the supply of packaged ice, on 
terms and conditions reasonably related to market conditions for the 
supply of packaged ice, for a total of up to an additional two years. 
Any amendment to or modification of any provision of any such supply 
contract or supply contract extension is subject to approval by the 
United States, in its sole discretion. If Acquirer of the Oregon 
Divestiture Assets seeks an extension of the term of any supply 
contract, Defendants must notify the United States in writing at least 
90 calendar days prior to the date the supply contract expires. 
Acquirer of the Oregon Divestiture Assets may terminate a supply 
contract (including an extension of a supply contract), or any portion 
of a supply contract (including a portion of an extension of a supply 
contract), without cost or penalty upon 30 calendar days written 
notice.
    M. Transition Services: At the option of Acquirer of the Oregon 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before Oregon Divestiture Date, Defendants must 
enter into a contract to provide transition services for back office, 
accounting, invoicing, customer service, employee health and safety, 
and information technology services and support for a period of up to 
180 calendar days on terms and conditions reasonably related to market 
conditions for the provision of the transition services. At the option 
of Acquirer of the Oregon Divestiture Assets, subject to approval by 
the United States in its sole discretion, Defendants must enter into 
one or more extensions of any such contracts for a total of up to an 
additional 180 calendar days, on terms and conditions reasonably 
related to market conditions for the provision of the transition 
services. Any amendment to or modification of any transition services 
contract or extension to a transition services contract is subject to 
approval by the United States, in its sole discretion. If Acquirer of 
the Oregon Divestiture Assets seeks an extension of the term of any 
contract for transition services, Defendants must notify the United 
States in writing at least 30 calendar days prior to the date the 
contract expires. Acquirer of the Oregon Divestiture Assets may 
terminate a contract (including an extension) for transition services, 
or any portion of a contract (including an extension) for transition 
services, without cost or penalty upon 30 calendar days written notice. 
The employees of Defendants tasked with providing transition services 
to Acquirer of the Oregon Divestiture Assets must not share any 
competitively sensitive information of Acquirer of the Oregon 
Divestiture Assets with any other employee of Defendants.
    N. Non-Compete: For a period of one year following Oregon 
Divestiture Date, Defendants must not sell any packaged ice to 
customers listed in Schedule 4 to this Final Judgment.
    O. No Customer Solicitation: For a period of three years following 
Oregon Divestiture Date, Defendants must not initiate customer-specific 
communications to solicit any customer for the portion of that 
customer's business covered by a contract, agreement, or relationship 
(or portion thereof) that is included in Schedule 4

[[Page 7647]]

to this Final Judgment; provided, however, that (1) Defendants may 
respond to inquiries initiated by customers and enter into negotiations 
at the request of such customers (including responding to requests for 
quotation or proposal) to supply any business, whether or not such 
business was included in the Oregon Divestiture Assets; and (2) 
Defendants must maintain a log of telephonic, electronic, in-person, 
and other communications that constitute inquiries or requests from 
customers included in the Oregon Divestiture Assets and make it 
available to the United States for inspection upon request.
    P. If any term of an agreement between Defendants and Acquirer of 
the Oregon Divestiture Assets, including an agreement to effectuate the 
divestiture required by this Final Judgment, varies from a term of this 
Final Judgment, to the extent that Defendants cannot fully comply with 
both, this Final Judgment determines Defendants' obligations.

VIII. Divestiture of Washington Divestiture Assets

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation/Hold Separate 
Stipulation and Order in this matter, to (1) divest the Washington 
Divestiture Assets in a manner consistent with this Final Judgment to 
Columbia Basin Ice or another Acquirer acceptable to the United States, 
in its sole discretion, and (2) sever any existing manufacture, 
distribution, or co-pack agreement between Defendants and Acquirer of 
the Washington Divestiture Assets. The United States, in its sole 
discretion, may agree to one or more extensions of this time period not 
to exceed 60 calendar days in total and will notify the Court of any 
extensions.
    B. For all contracts, agreements, and customer relationships (or 
portions of such contracts, agreements, and customer relationships) 
included in the Washington Divestiture Assets, Defendants must assign 
or otherwise transfer all contracts, agreements, and customer 
relationships for customers and locations listed in Schedule 5 to this 
Final Judgment to Acquirer of the Washington Divestiture Assets within 
the deadlines set forth in Paragraph VIII.A. of this Final Judgment; 
provided, however, that for any contract or agreement that requires the 
consent of another party to assign or otherwise transfer, Defendants 
must use best efforts to accomplish the assignment or transfer. 
Defendants must not interfere with any negotiations between Acquirer of 
the Washington Divestiture Assets and a contracting party.
    C. At the option of Acquirer of the Washington Divestiture Assets, 
Defendants must grant Acquirer of the Washington Divestiture Assets a 
rent-free and royalty-free right to use ISB Assets located at customer 
locations in Schedule 5 to this Final Judgment for a period of three 
years. At written request from Acquirer of the Washington Divestiture 
Assets, Defendants must remove ISB Assets from any requested customer 
location within 30 calendar days or provide written confirmation to 
Acquirer of the Washington Divestiture Assets to remove and dispose of 
ISB Assets.
    D. Defendants must use best efforts to divest the Washington 
Divestiture Assets as expeditiously as possible. Defendants must take 
no action that would jeopardize the completion of the divestiture 
ordered by the Court, including any action to impede the permitting, 
operation, or divestiture of the Washington Divestiture Assets.
    E. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
Washington Divestiture Assets and must be accomplished in such a way as 
to satisfy the United States, in its sole discretion, that the 
Washington Divestiture Assets can and will be used by Acquirer of the 
Washington Divestiture Assets as part of a viable, ongoing business of 
the manufacture and sale of packaged ice and that the divestiture to 
Acquirer of the Washington Divestiture Assets will remedy the 
competitive harm alleged in the Complaint.
    F. The divestiture of the Washington Divestiture Assets must be 
made to an Acquirer that, in the United States' sole judgment, has the 
intent and capability, including the necessary managerial, operational, 
technical, and financial capability, to compete effectively in the 
manufacture and sale of packaged ice.
    G. The divestiture of the Washington Divestiture Assets must be 
accomplished in a manner that satisfies the United States, in its sole 
discretion, that none of the terms of any agreement between Acquirer of 
the Washington Divestiture Assets and Defendants give Defendants the 
ability unreasonably to raise costs for Acquirer of the Washington 
Divestiture Assets, to lower efficiency of Acquirer of the Washington 
Divestiture Assets, or otherwise interfere in the ability of Acquirer 
of the Washington Divestiture Assets to compete effectively in the 
manufacture and sale of packaged ice.
    H. In the event Defendants are attempting to divest the Washington 
Divestiture Assets to an Acquirer other than Columbia Basin Ice, 
Defendants promptly must make known, by usual and customary means, the 
availability of the Washington Divestiture Assets. Defendants must 
inform any person making an inquiry relating to a possible purchase of 
the Washington Divestiture Assets that the Washington Divestiture 
Assets are being divested in accordance with this Final Judgment and 
must provide that person with a copy of this Final Judgment. Defendants 
must offer to furnish to all prospective Acquirers of the Washington 
Divestiture Assets, subject to customary confidentiality assurances, 
all information and documents relating to the Washington Divestiture 
Assets that are customarily provided in a due diligence process; 
provided, however, that Defendants need not provide information or 
documents subject to the attorney-client privilege or work-product 
doctrine. Defendants must make all information and documents available 
to the United States at the same time that the information and 
documents are made available to any other person.
    I. Defendants must provide prospective Acquirers of the Washington 
Divestiture Assets with (1) access to make inspections of the 
Washington Divestiture Assets; (2) access to all environmental, zoning, 
and other permitting documents and information relating to the 
Washington Divestiture Assets; and (3) access to all financial, 
operational, or other documents and information relating to the 
Washington Divestiture Assets that would customarily be provided as 
part of a due diligence process. Defendants also must disclose all 
encumbrances on any part of the Washington Divestiture Assets, 
including on intangible property.
    J. Defendants must cooperate with and assist Acquirer of the 
Washington Divestiture Assets in identifying and, at the option of 
Acquirer of the Washington Divestiture Assets, hiring all Washington 
Personnel, including:
    1. Within 10 business days following the entry of the Asset 
Preservation/Hold Separate Stipulation and Order in this matter, 
Defendants must identify all Washington Personnel to Acquirer of the 
Washington Divestiture Assets and the United States, including by 
providing organization charts covering all Washington Personnel.
    2. Within 10 business days following receipt of a request by 
Acquirer of the Washington Divestiture Assets, the United States, or 
the monitor, Defendants must provide to Acquirer of the Washington 
Divestiture Assets, the United States, or the monitor additional

[[Page 7648]]

information relating to Washington Personnel, including name, job 
title, reporting relationships, past experience, responsibilities, 
training and educational histories, relevant certifications, and job 
performance evaluations. Defendants must also provide to Acquirer of 
the Washington Divestiture Assets, the United States, and the monitor 
information relating to current and accrued compensation and benefits 
of Washington Personnel, including most recent bonuses paid, aggregate 
annual compensation, current target or guaranteed bonus, if any, any 
retention agreement or incentives, and any other payments due, 
compensation or benefits accrued, or promises made to the Washington 
Personnel. If Defendants are barred by any applicable law from 
providing any of this information, Defendants must provide, within 10 
business days following receipt of the request, the requested 
information to the full extent permitted by law and also must provide a 
written explanation of Defendants' inability to provide the remaining 
information, including specifically identifying the provisions of the 
applicable laws.
    3. At the request of Acquirer of the Washington Divestiture Assets, 
Defendants must promptly make Washington Personnel available for 
private interviews with Acquirer of the Washington Divestiture Assets 
during normal business hours at a mutually agreeable location.
    4. Defendants must not interfere with any effort by Acquirer of the 
Washington Divestiture Assets to employ any Washington Personnel. 
Interference includes offering to increase the compensation or improve 
the benefits of Washington Personnel unless (a) the offer is part of a 
company-wide increase in compensation or improvement in benefits that 
was announced prior to January 1, 2026, or (b) the offer is approved by 
the United States in its sole discretion. Defendants' obligations under 
this Paragraph VIII.J.4. of this Final Judgment will expire 180 
calendar days after Washington Divestiture Date.
    5. For Washington Personnel who elect employment with Acquirer of 
the Washington Divestiture Assets within 180 calendar days of 
Washington Divestiture Date, Defendants must waive all non-compete and 
non-disclosure agreements; vest and pay to the Washington Personnel (or 
to Acquirer of the Washington Divestiture Assets for payment to the 
employee) on a prorated basis any bonuses, incentives, other salary, 
benefits, or other compensation fully or partially accrued at the time 
of the transfer of the employee to Acquirer of the Washington 
Divestiture Assets; vest any unvested pension and other equity rights; 
and provide all other benefits that those Washington Personnel 
otherwise would have been provided had the Washington Personnel 
continued employment with Defendants, including any retention bonuses 
or payments. Defendants may maintain reasonable restrictions on 
disclosure by Washington Personnel of Defendants' proprietary non-
public information that is unrelated to the Washington Divestiture 
Assets and not otherwise required to be disclosed by this Final 
Judgment.
    6. Non-Solicitation: For a period of six months from Washington 
Divestiture Date, Defendants may not solicit to re-hire Washington 
Personnel who were hired by Acquirer of the Washington Divestiture 
Assets unless (a) an individual is terminated or laid off by Acquirer 
of the Washington Divestiture Assets or (b) Acquirer of the Washington 
Divestiture Assets agrees in writing that Defendants may solicit to re-
hire that individual. Nothing in this Paragraph VIII.J.6. prohibits 
Defendants from advertising employment openings using general 
solicitations or advertisements and re-hiring Washington Personnel who 
apply for an employment opening through a general solicitation or 
advertisement.
    K. Defendants must warrant to Acquirer of the Washington 
Divestiture Assets that (1) the Washington Divestiture Assets will be 
operational and without material defect on the date of their transfer 
to Acquirer of the Washington Divestiture Assets; (2) there are no 
material defects in the environmental, zoning, or other permits 
relating to the operation of the Washington Divestiture Assets; and (3) 
Defendants have disclosed all encumbrances on any part of the 
Washington Divestiture Assets, including on intangible property. 
Following the sale of the Washington Divestiture Assets, Defendants 
must not undertake, directly or indirectly, challenges to the 
environmental, zoning, or other permits relating to the operation of 
the Washington Divestiture Assets.
    L. Defendants must use best efforts to assist Acquirer of the 
Washington Divestiture Assets to obtain all necessary licenses, 
registrations, and permits to operate the Washington Divestiture 
Assets. Until Acquirer of the Washington Divestiture Assets obtains the 
necessary licenses, registrations, and permits, Defendants must provide 
Acquirer of the Washington Divesture Assets with the benefit of 
Defendants' licenses, registrations, and permits to the full extent 
permissible by law.
    M. Supply Contracts:
    1. At the option of Acquirer of the Washington Divestiture Assets, 
and subject to approval by the United States in its sole discretion, on 
or before Washington Divestiture Date, Defendants must enter into a 
supply contract or contracts for parts for the maintenance of ISB 
Assets sufficient to meet the needs of Acquirer of the Washington 
Divestiture Assets, as determined by Acquirer of the Washington 
Divestiture, for a period of up to three years, on terms and conditions 
reasonably related to market conditions for the supply of parts for the 
maintenance of ISB Assets. At the option of Acquirer of the Washington 
Divestiture Assets, subject to approval by the United States in its 
sole discretion, Defendants must enter into one or more extensions of 
any such contracts for a total of up to an additional two years, on 
terms and conditions reasonably related to market conditions for the 
supply of parts for the maintenance of ISB Assets. Any amendment to or 
modification of any provision of any such supply contract or supply 
contract extension is subject to approval by the United States, in its 
sole discretion. If Acquirer of the Washington Divestiture Assets seeks 
an extension of the term of any supply contract, Defendants must notify 
the United States in writing at least 90 calendar days prior to the 
date the supply contract expires. Acquirer of the Washington 
Divestiture Assets may terminate a supply contract (including an 
extension of a supply contract), or any portion of a supply contract 
(including a portion of an extension of a supply contract), without 
cost or penalty upon 30 calendar days written notice.
    2. At the option of Acquirer of the Washington Divestiture Assets, 
and subject to approval by the United States in its sole discretion, on 
or before Washington Divestiture Date, Defendants must enter into a 
supply contract or contracts for packaged ice sufficient to meet the 
needs of Acquirer of the Washington Divestiture Assets to supply 
packaged ice to the customers and locations listed in Schedule 5 to 
this Final Judgment, as determined by Acquirer of the Washington 
Divestiture, for a period of up to one year, for the supply of packaged 
ice on terms and conditions reasonably related to market conditions for 
the supply of packaged ice. At the option of Acquirer of the Washington 
Divestiture Assets, subject to approval by the United States in its 
sole discretion, Defendants must enter

[[Page 7649]]

into one or more extensions of any such contracts for the supply of 
packaged ice, on terms and conditions reasonably related to market 
conditions for the supply of packaged ice, for a total of up to an 
additional two years. Any amendment to or modification of any provision 
of any such supply contract or supply contract extension is subject to 
approval by the United States, in its sole discretion. If Acquirer of 
the Washington Divestiture Assets seeks an extension of the term of any 
supply contract, Defendants must notify the United States in writing at 
least 90 calendar days prior to the date the supply contract expires. 
Acquirer of the Washington Divestiture Assets may terminate a supply 
contract (including an extension of a supply contract), or any portion 
of a supply contract (including a portion of an extension of a supply 
contract), without cost or penalty upon 30 calendar days written 
notice.
    N. Transition Services: At the option of Acquirer of the Washington 
Divestiture Assets, and subject to approval by the United States in its 
sole discretion, on or before Washington Divestiture Date, Defendants 
must enter into a contract to provide transition services for back 
office, accounting, invoicing, customer service, employee health and 
safety, and information technology services and support for a period of 
up to 180 calendar days on terms and conditions reasonably related to 
market conditions for the provision of the transition services. At the 
option of Acquirer of the Washington Divestiture Assets, subject to 
approval by the United States in its sole discretion, Defendants must 
enter into one or more extensions of any such contracts for a total of 
up to an additional 180 calendar days, on terms and conditions 
reasonably related to market conditions for the provision of the 
transition services. Any amendment to or modification of any transition 
services contract or extension to a transition services contract is 
subject to approval by the United States, in its sole discretion. If 
Acquirer of the Washington Divestiture Assets seeks an extension of the 
term of any contract for transition services, Defendants must notify 
the United States in writing at least 30 calendar days prior to the 
date the contract expires. Acquirer of the Washington Divestiture 
Assets may terminate a contract (including an extension) for transition 
services, or any portion of a contract (including an extension) for 
transition services, without cost or penalty upon 30 calendar days 
written notice. The employees of Defendants tasked with providing 
transition services to Acquirer of the Washington Divestiture Assets 
must not share any competitively sensitive information of Acquirer of 
the Divestiture Assets with any other employee of Defendants.
    O. Non-Compete: For a period of one year following Washington 
Divestiture Date, Defendants must not sell any packaged ice to 
customers listed in Schedule 5 to this Final Judgment.
    P. No Customer Solicitation: For a period of three years following 
Washington Divestiture Date, Defendants must not initiate customer-
specific communications to solicit any customer for the portion of that 
customer's business covered by a contract, agreement, or relationship 
(or portion thereof) that is included in Schedule 5 to this Final 
Judgment; provided, however, that (1) Defendants may respond to 
inquiries initiated by customers and enter into negotiations at the 
request of such customers (including responding to requests for 
quotation or proposal) to supply any business, whether or not such 
business was included in the Washington Divestiture Assets; and (2) 
Defendants must maintain a log of telephonic, electronic, in-person, 
and other communications that constitute inquiries or requests from 
customers included in the Washington Divestiture Assets and make it 
available to the United States for inspection upon request.
    Q. If any term of an agreement between Defendants and Acquirer of 
the Washington Divestiture Assets, including an agreement to effectuate 
the divestiture required by this Final Judgment, varies from a term of 
this Final Judgment, to the extent that Defendants cannot fully comply 
with both, this Final Judgment determines Defendants' obligations.

IX. Appointment of Divestiture Trustee

    A. If Defendants have not divested all of the Divestiture Assets 
within the periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., 
and VIII.A. of this Final Judgment, Defendants must immediately notify 
the United States of that fact in writing. Upon application of the 
United States, which Defendants may not oppose, the Court will appoint 
a divestiture trustee selected by the United States and approved by the 
Court to effect the divestiture of any of the Divestiture Assets that 
have not been sold during the time periods specified in Paragraphs 
IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment.
    B. After the appointment of a divestiture trustee by the Court, 
only the divestiture trustee will have the right to sell those 
Divestiture Assets that the divestiture trustee has been appointed to 
sell. The divestiture trustee will have the power and authority to 
accomplish the divestitures to an Acquirer or Acquirers acceptable to 
the United States, in its sole discretion, at a price and on terms 
obtainable through reasonable effort by the divestiture trustee, 
subject to the provisions of Sections IV, V, VI, VII, and VIII of this 
Final Judgment, and will have other powers as the Court deems 
appropriate. The divestiture trustee must sell the Divestiture Assets 
as quickly as possible.
    C. Defendants may not object to a sale by the divestiture trustee 
on any ground other than malfeasance by the divestiture trustee. 
Objections by Defendants must be conveyed in writing to the United 
States and the divestiture trustee within 10 calendar days after the 
divestiture trustee has provided the notice of proposed divestiture 
required by Section X in this Final Judgment.
    D. The divestiture trustee will serve at the cost and expense of 
Defendants pursuant to a written agreement, on terms and conditions, 
including confidentiality requirements and conflict of interest 
certifications, approved by the United States in its sole discretion.
    E. The divestiture trustee may hire at the cost and expense of 
Defendants any agents or consultants, including investment bankers, 
attorneys, and accountants, that are reasonably necessary in the 
divestiture trustee's judgment to assist with the divestiture trustee's 
duties. These agents or consultants will be accountable solely to the 
divestiture trustee and will serve on terms and conditions, including 
confidentiality requirements and conflict-of-interest certifications, 
approved by the United States in its sole discretion.
    F. The compensation of the divestiture trustee and agents or 
consultants hired by the divestiture trustee must be reasonable in 
light of the value of the Divestiture Assets and based on a fee 
arrangement that provides the divestiture trustee with incentives based 
on the price and terms of the divestiture and the speed with which it 
is accomplished. If the divestiture trustee and Defendants are unable 
to reach agreement on the divestiture trustee's compensation or other 
terms and conditions of engagement within 14 calendar days of the 
appointment of the divestiture trustee by the Court, the United States, 
in its sole discretion, may take appropriate action, including by 
making

[[Page 7650]]

a recommendation to the Court. Within three business days of hiring an 
agent or consultant, the divestiture trustee must provide written 
notice of the hiring and rate of compensation to Defendants and the 
United States.
    G. The divestiture trustee must account for all monies derived from 
the sale of the Divestiture Assets by the divestiture trustee and all 
costs and expenses incurred. Within 30 calendar days of the Divestiture 
Date, the divestiture trustee must submit that accounting to the Court 
for approval. After approval by the Court of the divestiture trustee's 
accounting, including fees for unpaid services and those of agents or 
consultants hired by the divestiture trustee, all remaining money must 
be paid to Defendants, and the trust will then be terminated.
    H. Defendants must use best efforts to assist the divestiture 
trustee to accomplish the required divestitures. Subject to reasonable 
protection for trade secrets, other confidential research, development, 
or commercial information, or any applicable privileges, Defendants 
must provide the divestiture trustee and agents or consultants retained 
by the divestiture trustee with full and complete access to all 
personnel, books, records, and facilities of the Divestiture Assets. 
Defendants also must provide or develop financial and other information 
relevant to the Divestiture Assets that the divestiture trustee may 
reasonably request. Defendants must not take any action to interfere 
with or to impede the divestiture trustee's accomplishment of the 
divestitures.
    I. The divestiture trustee must maintain complete records of all 
efforts made to sell the Divestiture Assets, including by filing 
monthly reports with the United States setting forth the divestiture 
trustee's efforts to accomplish the divestitures ordered by this Final 
Judgment. The reports must include the name, address, and telephone 
number of each person who, during the preceding month, made an offer to 
acquire, expressed an interest in acquiring, entered into negotiations 
to acquire, or was contacted or made an inquiry about acquiring any 
interest in the Divestiture Assets and must describe in detail each 
contact.
    J. If the divestiture trustee has not accomplished the divestitures 
ordered by this Final Judgment within 180 calendar days of appointment, 
the divestiture trustee must promptly provide the United States with a 
report setting forth: (1) the divestiture trustee's efforts to 
accomplish the required divestitures; (2) the reasons, in the 
divestiture trustee's judgment, why the required divestitures have not 
been accomplished; and (3) the divestiture trustee's recommendations 
for completing the divestitures. Following receipt of that report, the 
United States may make additional recommendations to the Court. The 
Court thereafter may enter such orders as it deems appropriate to carry 
out the purpose of this Final Judgment, which may include extending the 
trust and the term of the divestiture trustee's appointment by a period 
requested by the United States.
    K. The divestiture trustee will serve until divestiture of all 
Divestiture Assets is completed or for a term otherwise ordered by the 
Court.
    L. If the United States determines that the divestiture trustee is 
not acting diligently or in a reasonably cost-effective manner, the 
United States may recommend that the Court appoint a substitute 
divestiture trustee.

X. Notice of Proposed Divestiture

    A. Within two business days following execution of a definitive 
divestiture agreement with an Acquirer other than Columbia Basin Ice 
for the Washington Divestiture Assets, Dee Zee Ice for the 
Massachusetts Divestiture Assets, Natuzzi Ice for the New York 
Divestiture Assets, Oregon Ice for the Oregon Divestiture Assets, or 
San Diego Ice for the California Divestiture Assets, Defendants or the 
divestiture trustee, whichever is then responsible for effecting the 
divestitures, must notify the United States of the proposed 
divestiture. If the divestiture trustee is responsible for completing 
the divestiture, the divestiture trustee also must notify Defendants. 
The notice must set forth the details of the proposed divestiture and 
list the name, address, and telephone number of each person not 
previously identified who offered or expressed an interest in or desire 
to acquire any ownership interest in the Divestiture Assets.
    B. After receipt by the United States of the notice required by 
Paragraph X.A. of this Final Judgment, the United States may make one 
or more requests to Defendants or the divestiture trustee for 
additional information concerning the proposed divestiture, the 
proposed Acquirers, and other prospective Acquirers. Defendants and the 
divestiture trustee must furnish any additional information requested 
within 15 calendar days of the receipt of each request unless the 
United States provides written agreement to a different period.
    C. Within 45 calendar days after receipt of the notice required by 
Paragraph X.A. of this Final Judgment or within 20 calendar days after 
the United States has been provided the additional information 
requested pursuant to Paragraph X.B. of this Final Judgment, whichever 
is later, the United States will provide written notice to Defendants 
and any divestiture trustee that states whether the United States, in 
its sole discretion, objects to any proposed Acquirer or any other 
aspect of the proposed divestitures. Without written notice that the 
United States does not object, a divestiture may not be consummated. If 
the United States provides written notice that it does not object, the 
divestiture may be consummated, subject only to Defendants' limited 
right to object to the sale under Paragraph IX.C. of this Final 
Judgment. Upon objection by Defendants pursuant to Paragraph IX.C. of 
this Final Judgment, a divestiture by the divestiture trustee may not 
be consummated unless approved by the Court.

XI. Financing

    Defendants may not finance all or any part of any Acquirer's 
purchase of all or part of the Divestiture Assets.

XII. Asset Preservation/Hold Separate Obligations

    Defendants must take all steps necessary to comply with the Asset 
Preservation/Hold Separate Stipulation and Order entered by the Court.

XIII. Affidavits

    A. Within 20 calendar days of entry of the Asset Preservation/Hold 
Separate Stipulation and Order, and every 30 calendar days thereafter 
until the divestitures required by this Final Judgment have been 
completed, each Defendant must deliver to the United States an 
affidavit, signed by each Defendant's Chief Financial Officer and 
General Counsel (for Arctic Glacier) or Corporate Counsel (for Reddy 
Ice), describing in reasonable detail the fact and manner of that 
Defendant's compliance with this Final Judgment. The United States, in 
its sole discretion, may approve different signatories for the 
affidavits.
    B. In the event Defendants are attempting to divest the Divestiture 
Assets to an Acquirer other than Columbia Basin Ice for the Washington 
Divestiture Assets, Dee Zee Ice for the Massachusetts Divestiture 
Assets, Natuzzi Ice for the New York Divestiture Assets, Oregon Ice for 
the Oregon Divestiture Assets, or San Diego Ice for the California 
Divestiture Assets, each affidavit required by Paragraph XIII.A. of 
this Final Judgment must include: (1) the name, address, and telephone 
number of each person who, during the

[[Page 7651]]

preceding 30 calendar days, made an offer to acquire, expressed an 
interest in acquiring, entered into negotiations to acquire, or was 
contacted or made an inquiry about acquiring, an interest in the 
Divestiture Assets and describe in detail each contact with such 
persons during that period; (2) a description of the efforts Defendants 
have taken to solicit buyers for and complete the sale of the 
Divestiture Assets and to provide required information to prospective 
Acquirers; and (3) a description of any limitations placed by 
Defendants on information provided to prospective Acquirers. Objection 
by the United States to information provided by Defendants to 
prospective Acquirers must be made within 14 calendar days of receipt 
of the affidavit, except that the United States may object at any time 
if the information set forth in the affidavit is not true or complete.
    C. Defendants must keep all records of any efforts made to divest 
the Divestiture Assets until one year after the Divestiture Date.
    D. Within 20 calendar days of entry of the Asset Preservation/Hold 
Separate Stipulation and Order, each Defendant must deliver to the 
United States an affidavit signed by each Defendant's Chief Financial 
Officer and General Counsel (for Arctic Glacier) or Corporate Counsel 
(for Reddy Ice) that describes in reasonable detail all actions that 
Defendant has taken and all steps that Defendant has implemented on an 
ongoing basis to comply with Section XII of this Final Judgment. The 
United States, in its sole discretion, may approve different 
signatories for the affidavits.
    E. If a Defendant makes any changes to actions and steps described 
in affidavits provided pursuant to Paragraph XIII.D. of this Final 
Judgment, the Defendant must, within 15 calendar days after any change 
is implemented, deliver to the United States an affidavit describing 
those changes.
    F. Defendants must keep all records of any efforts made to comply 
with Section XII of this Final Judgment until one year after the 
Divestiture Date.

XIV. Appointment of Monitor

    A. Upon application of the United States, which Defendants may not 
oppose, the Court will appoint a monitor selected by the United States 
in its sole discretion and approved by the Court. Defendants may 
propose three monitor candidates to the United States. Once approved, 
the court-appointed monitor should be considered by the United States 
and Defendants to be an arm and representative of the Court.
    B. The monitor will have the power and authority to monitor 
Defendants' compliance with the terms of this Final Judgment and the 
Asset Preservation/Hold Separate Stipulation and Order entered by the 
Court and will have other powers as the Court deems appropriate. The 
monitor will have no responsibility or obligation for the operation of 
the Divestiture Assets or the operation of Defendants' businesses. No 
attorney-client relationship will be formed between Defendants and the 
monitor.
    C. The monitor will have the authority to take such steps as, in 
the judgment of the monitor and the United States, may be necessary to 
accomplish the monitor's responsibilities. The monitor may seek 
information from Defendants' personnel, including in-house counsel, 
compliance personnel, and internal auditors. Defendants must establish 
a policy, annually communicated to all employees, that employees may 
disclose any information to the monitor without reprisal for such 
disclosure. Defendants must not retaliate against any employee or third 
party for disclosing information to the monitor.
    D. Defendants may not object to actions taken by the monitor in 
fulfillment of the monitor's responsibilities under any Order of the 
Court on any ground other than malfeasance by the monitor. 
Disagreements between the monitor and Defendants related to the scope 
of the monitor's responsibilities do not constitute malfeasance. 
Objections by Defendants must be conveyed in writing to the United 
States and the monitor within 20 calendar days of the monitor's action 
that gives rise to Defendants' objection, or the objection is waived.
    E. The monitor will serve at the cost and expense of Defendants 
pursuant to a written agreement, on terms and conditions, including 
confidentiality requirements and conflict of interest certifications, 
approved by the United States in its sole discretion. If the monitor 
and Defendants are unable to reach such a written agreement within 14 
calendar days of the Court's appointment of the monitor, or if the 
United States, in its sole discretion, declines to approve the proposed 
written agreement, the United States, in its sole discretion, may take 
appropriate action, including making a recommendation to the Court, 
which may set the terms and conditions for the monitor's work, 
including compensation, costs, and expenses.
    F. The monitor may hire, at the cost and expense of Defendants, any 
agents and consultants, including investment bankers, attorneys, and 
accountants, that are reasonably necessary in the monitor's judgment to 
assist with the monitor's duties. These agents or consultants will be 
directed by and solely accountable to the monitor and will serve on 
terms and conditions, including confidentiality requirements and 
conflict-of-interest certifications, approved by the United States in 
its sole discretion. Within three business days of hiring any agents or 
consultants, the monitor must provide written notice of the hiring and 
the rate of compensation to Defendants and the United States.
    G. The compensation of the monitor and agents or consultants 
retained by the monitor must be on reasonable and customary terms 
commensurate with the individuals' experience and responsibilities.
    H. The monitor must account for all costs and expenses incurred.
    I. Defendants' failure to promptly pay the monitor's accounted-for 
costs and expenses, including for agents and consultants, will 
constitute a violation of this Final Judgment and may result in 
sanctions ordered by the Court. If Defendants make a timely objection 
in writing to the United States to any part of the monitor's accounted-
for costs and expenses, Defendants must establish an escrow account 
into which Defendants must pay the disputed costs and expenses until 
the dispute is resolved.
    J. Defendants must use best efforts to cooperate fully with the 
monitor and to assist the monitor to monitor Defendants' compliance 
with their obligations under this Final Judgment and the Asset 
Preservation/Hold Separate Stipulation and Order. Subject to reasonable 
protection for trade secrets, other confidential research, development, 
or commercial information, or any applicable privileges, Defendants 
must provide the monitor and agents or consultants retained by the 
monitor with full and complete access to all personnel (current and 
former), agents, consultants, books, records, and facilities. 
Defendants may not take any action to interfere with or to impede 
accomplishment of the monitor's responsibilities.
    K. The monitor must investigate and report on Defendants' 
compliance with this Final Judgment and the Asset Preservation/Hold 
Separate Stipulation and Order, including Defendants' compliance with 
the supply contracts provisions in Paragraphs IV.L., V.J., VI.J., 
VII.L., and VIII.M. of this Final Judgment; the transition services 
provisions in Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N. of 
this Final Judgment; the non-compete provisions in Paragraphs IV.N., 
V.L., VI.L., VII.N.,

[[Page 7652]]

and VIII.O. of this Final Judgment; the non-solicitation provisions in 
Paragraphs IV.O., V.M., VI.M., VII.O., and VIII.P. of this Final 
Judgment; and the Antitrust Compliance program Training in Section XV 
of this Final Judgment. The monitor must provide periodic reports to 
the United States setting forth Defendants' efforts to comply with 
their obligations under this Final Judgment and under the Asset 
Preservation/Hold Separate Stipulation and Order. The United States, in 
its sole discretion, will set the frequency of the monitor's reports, 
but, at minimum, the monitor must provide reports every 90 calendar 
days.
    L. Within 30 calendar days after appointment of the monitor by the 
Court, and on a yearly basis thereafter, the monitor must provide to 
the United States and Defendants a proposed written work plan 
consistent with the monitor's responsibilities as set forth in this 
Section XIV. Defendants may provide comments on the proposed written 
work plan to the United States and the monitor within 14 calendar days 
after receipt, after which the monitor must produce a final work plan 
to the United States and Defendants, for approval by the United States 
in its sole discretion. Any disputes between Defendants and the monitor 
with respect to any written work plan will be decided by the United 
States in its sole discretion. The United States retains the right, in 
its sole discretion, to require changes or additions to a work plan at 
any time.
    M. The monitor may communicate ex parte with the Court when, in the 
monitor's judgment, such communication is reasonably necessary to the 
monitor's duties under this Final Judgment, including if Defendants 
fail to pay the monitor's costs and expenses in a timely manner or 
otherwise violate this Final Judgment.
    N. The monitor will serve until 90 calendar days after the terms of 
all supply contracts or non-solicitation requirements required by this 
Final Judgment have expired, whichever is later, unless the United 
States, in its sole discretion, determines a different period is 
appropriate.
    O. If the United States determines that the monitor is not acting 
diligently or in a reasonably cost-effective manner, or if the monitor 
resigns or becomes unable to accomplish the monitor's duties, the 
United States may recommend that the Court appoint a substitute.

XV. Antitrust Compliance Training

    Within 90 calendar days of entry of this Final Judgment, and on an 
annual basis thereafter for the duration of this Final Judgment, 
Defendant Reddy Ice must conduct an antitrust compliance training in a 
form and content devised by Defendant Reddy Ice and approved by the 
United States in its sole discretion on (i) the meaning and 
requirements of this Final Judgment and the Asset Preservation/Hold 
Separate Stipulation and Order, and (ii) compliance with federal and 
applicable state antitrust laws and guidelines. Defendant Reddy Ice 
must provide such training to (i) Defendant Reddy Ice's corporate 
leadership (including Defendant Reddy Ice's President, Chief Executive 
Officer, Chief Financial Officer, and Chief Commercial Officer, or 
their corporate equivalents, and their direct reports and (ii) all 
employees of Defendant Reddy Ice who communicate in any way with other 
manufacturers, suppliers, or distributors of packaged ice. The Chief 
Legal Officer of Defendant Reddy Ice must submit an affidavit 
certifying compliance with this training requirement within 370 
calendar days of entry of this Final Judgment and on an annual basis 
thereafter for the duration of this Final Judgment. The United States, 
in its sole discretion, may approve a different signatory for the 
affidavit.

XVI. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of related orders such as the Asset Preservation/Hold 
Separate Stipulation and Order or of determining whether this Final 
Judgment should be modified or vacated, upon the written request of an 
authorized representative of the Assistant Attorney General for the 
Antitrust Division and reasonable notice to Defendants, Defendants must 
permit, from time to time and subject to legally recognized privileges, 
authorized representatives, including agents retained by the United 
States:
    1. to have access during Defendants' business hours to inspect and 
copy, or at the option of the United States, to require Defendants to 
provide electronic copies of all books, ledgers, accounts, records, 
data, and documents, wherever located, in the possession, custody, or 
control of Defendants relating to any matters contained in this Final 
Judgment; and
    2. to interview, either informally or on the record, Defendants' 
officers, employees, or agents, wherever located, who may have their 
individual counsel present, relating to any matters contained in this 
Final Judgment. The interviews must be subject to the reasonable 
convenience of the interviewee and without restraint or interference by 
Defendants.
    B. Upon the written request of an authorized representative of the 
Assistant Attorney General for the Antitrust Division, Defendants must 
submit written reports or respond to written interrogatories, under 
oath if requested, relating to any matters contained in this Final 
Judgment.

XVII. Notification

    A. Unless a transaction is otherwise subject to the reporting and 
waiting period requirements of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), 
Defendants may not, without first providing at least 30 calendar days 
advance notification to the United States, directly or indirectly 
acquire any assets of or any interest in, including a financial, 
security, loan, equity, or management interest, an entity valued at 15% 
of the HSR Act's ``size of transaction'' threshold (as adjusted 
annually) or greater that is involved in the manufacture or sale of 
packaged ice in Oregon; Washington; Imperial County, Los Angeles 
County, Orange County, Riverside County, San Bernardino County, or San 
Diego County in California; to, or within 50 miles of, customers 
located at Newark Liberty International Airport, John F. Kennedy 
International Airport, LaGuardia Airport, or Boston Logan International 
Airport; during the five-year period following entry of this Final 
Judgment.
    B. Defendants must provide the notification required by Section 
XVII of this Final Judgment in the same format as, and in accordance 
with the instructions relating to, the Notification and Report Form set 
forth in the Appendix to Part 803 of Title 16 of the Code of Federal 
Regulations, as amended, except that the information requested in the 
Additional Information section must be provided only about the 
manufacture or sale of packaged ice.
    C. Notification must include, beyond the information required by 
the instructions, the names of the principal representatives who 
negotiated the transaction on behalf of each party, and all management 
or strategic plans discussing the proposed transaction. If, within the 
30 calendar days following notification, representatives of the United 
States make a written request for additional information, Defendants 
may not consummate the proposed transaction until 30 calendar days 
after submitting all requested information.
    D. Early termination of the waiting periods set forth in Section 
XVII of this Final Judgment may be requested and, where appropriate, 
granted in the same manner as is applicable under the

[[Page 7653]]

requirements and provisions of the HSR Act and rules promulgated 
thereunder. Section XVII of this Final Judgment must be broadly 
construed, and any ambiguity or uncertainty relating to whether to file 
a notice under Section XVII of this Final Judgment must be resolved in 
favor of filing notice.

XVIII. No Reacquisition and Limitations on Acquisitions, Joint 
Ventures, Partnerships, and Collaborations

    A. Defendants may not reacquire any part of or any interest in the 
Divestiture Assets during the term of this Final Judgment without prior 
written authorization of the United States in its sole discretion. In 
addition, during the term of this Final Judgment, Defendants may not, 
without the prior written authorization of the United States in its 
sole discretion, acquire any part of or any interest in any Acquirer.
    B. During the term of this Final Judgment, Defendants may not enter 
into a new joint venture, partnership, or collaboration, including any 
distribution or co-packing agreement, with any Acquirer, except that 
after five years from the date of entry of this Final Judgment, the 
United States may, in its sole discretion, permit Defendants to enter 
into distribution or co-packing agreements with Acquirers. Further, the 
United States may, in its sole discretion, approve distribution or co-
packing agreements between Defendants and Acquirers even during the 
period when such agreements are prohibited by this Final Judgment.

XIX. Public Disclosure

    A. No information or documents obtained pursuant to any provision 
in this Final Judgment, including reports the monitor provides to the 
United States pursuant to Paragraphs XIV.K. and XIV.L. of this Final 
Judgment, may be divulged by the United States or the monitor to any 
person other than an authorized representative of the executive branch 
of the United States, except in the course of legal proceedings to 
which the United States is a party, including grand-jury proceedings, 
for the purpose of evaluating a proposed Acquirer or securing 
compliance with this Final Judgment, or as otherwise required by law.
    B. In the event that the monitor receives a subpoena, court order, 
or other court process seeking or requiring production of information 
or documents obtained pursuant to any provision in this Final Judgment, 
including reports the monitor provides to the United States pursuant to 
Paragraphs XIV.K. and XIV.L. of this Final Judgment, the monitor must 
notify the United States and Defendants immediately and prior to any 
disclosure, so that Defendants may address such potential disclosure 
and, if necessary, pursue alternative legal remedies, including if 
deemed appropriate by Defendants, intervention in the relevant 
proceedings.
    C. In the event of a request by a third party, pursuant to the 
Freedom of Information Act, 5 U.S.C. 552, for disclosure of information 
obtained pursuant to any provision of this Final Judgment, the United 
States will act in accordance with that statute and the Department of 
Justice regulations at 28 CFR part 16, including the provision on 
confidential commercial information at 28 CFR 16.7. Defendants 
submitting information to the Antitrust Division should designate the 
confidential commercial information portions of all applicable 
documents and information under 28 CFR 16.7. Designations of 
confidentiality expire 10 years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    D. If at the time that Defendants furnish information or documents 
to the United States pursuant to any provision of this Final Judgment, 
Defendants represent and identify in writing information or documents 
for which a claim of protection may be asserted under Rule 26(c)(1)(G) 
of the Federal Rules of Civil Procedure, and Defendants mark each 
pertinent page of such material, ``Subject to claim of protection under 
Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,'' the United 
States must give Defendants 10 calendar days notice before divulging 
the material in any legal proceeding (other than a grand jury 
proceeding).

XX. Retention of Jurisdiction

    The Court retains jurisdiction to enable any party to this Final 
Judgment to apply to the Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XXI. Enforcement of Final Judgment

    A. If at any time during the five-year period following entry of 
this Final Judgment, the United States determines in its sole 
discretion that the Final Judgment has failed to fully redress the 
violations alleged in the Complaint, then the United States may re-open 
this proceeding to seek additional relief, including divestiture of 
additional assets. Such additional relief may be ordered by this Court 
upon a finding by a preponderance of the evidence that there is a 
reasonable probability that the proposed Final Judgment did not fully 
redress the violations alleged in the Complaint.
    B. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including the right to seek an order 
of contempt from the Court. In a civil contempt action, a motion to 
show cause, or a similar action brought by the United States relating 
to an alleged violation of this Final Judgment, the United States may 
establish a violation of this Final Judgment and the appropriateness of 
a remedy therefor by a preponderance of the evidence, and Defendants 
waive any argument that a different standard of proof should apply.
    C. This Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore the 
competition the United States alleges was harmed by the challenged 
conduct. Defendants may be held in contempt of, and the Court may 
enforce, any provision of this Final Judgment that, as interpreted by 
the Court in light of these procompetitive principles and applying 
ordinary tools of interpretation, is stated specifically and in 
reasonable detail, whether or not it is clear and unambiguous on its 
face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    D. In an enforcement proceeding in which the Court finds that 
Defendants have violated this Final Judgment, the United States may 
apply to the Court for an extension of this Final Judgment, together 
with other relief that may be appropriate. In connection with a 
successful effort by the United States to enforce this Final Judgment 
against a Defendant, whether litigated or resolved before litigation, 
that Defendant must reimburse the United States for the fees and 
expenses of its attorneys, as well as all other costs including 
experts' fees, incurred in connection with that effort to enforce this 
Final Judgment, including during the investigation of the potential 
violation.
    E. For a period of four years following the expiration of this 
Final Judgment, if the United States has evidence that a Defendant 
violated this Final Judgment before it expired, the United States may 
file an action against that Defendant in this Court requesting that the 
Court order: (1) Defendant to comply with the terms of this Final 
Judgment for an additional term of at least four years following the 
filing of the enforcement

[[Page 7654]]

action; (2) all appropriate contempt remedies; (3) additional relief 
needed to ensure the Defendant complies with the terms of this Final 
Judgment; and (4) fees or expenses as called for by Section XXI of this 
Final Judgment.

XXII. Expiration of Final Judgment

    Unless the Court grants an extension, this Final Judgment will 
expire 10 years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendants that the 
divestitures have been completed and continuation of this Final 
Judgment is no longer necessary or in the public interest.

XXIII. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16, including by making available to the 
public copies of this Final Judgment and the Competitive Impact 
Statement, public comments thereon, and any response to comments by the 
United States. Based upon the record before the Court, which includes 
the Competitive Impact Statement and, if applicable, any comments and 
response to comments filed with the Court, entry of this Final Judgment 
is in the public interest.

Date:------------------------------------------------------------------

[Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16]

-----------------------------------------------------------------------
United States District Judge

                               Schedule 1
------------------------------------------------------------------------
             Customer name                           Address
------------------------------------------------------------------------
24 SEVEN-BRAWLEY.......................  300 A Street, Brawley, CA.
7-11 #21028 EL CENTRO..................  1485 Ocotillo Drive, El Centro,
                                          CA.
7-11 #21836 EL CENTRO..................  2050 S 4th Street, El Centro,
                                          CA.
7-11 #22906............................  211 Fifth Street, Holtville,
                                          CA.
7-11 #23229 BRAWLEY....................  184 W Main Street, Brawley, CA.
7-11 #23409............................  904 S Imperial Avenue,
                                          Calexico, CA.
7-11 #24811............................  815 Adams Avenue, El Centro,
                                          CA.
7-11 #26684............................  485 E Main Street, El Centro,
                                          CA.
7-11 #32300............................  168 E Cole Boulevard, Suite 15,
                                          Calexico, CA.
7-11 #34656............................  113 Rockwood Avenue, Calexico,
                                          CA.
7-11 #36027............................  1101 Andrade Avenue, Calexico,
                                          CA.
7-11 #38661............................  555 Imperial Avenue, El Centro,
                                          CA.
9 Palms FLC INC........................  555 Cesar Chavez Boulevard,
                                          Calexico, CA.
ADVANCE SERVICE INC....................  1025 Heber Avenue, Heber, CA.
Agrow Labor Service....................  2194 Barbara Worth Road,
                                          Holtville, CA.
ALL VALLEY FENCE & SUPPLY INC..........  164 N O Street, Imperial, CA.
Amazon AMXL--HFA2......................  3523 S Northpointe Drive,
                                          Fresno, CA.
Amazon AMXL--HLA2......................  21420 Needham Ranch Parkway,
                                          Santa Clarita, CA.
Amazon AMXL--HLA4......................  4375 N Perris Boulevard,
                                          Perris, CA.
Amazon AMXL--HLX1......................  14300 Alton Parkway, Irvine,
                                          CA.
Amazon AMXL--HSD2......................  8150 Airway Road, San Diego,
                                          CA.
Amazon AMZL--DAX3......................  20730 Prairie Street,
                                          Chatsworth, CA.
Amazon AMZL--DAX7......................  9350 Rayo Avenue, South Gate,
                                          CA.
Amazon AMZL--DAX8......................  600 W Technology Drive,
                                          Palmdale, CA.
Amazon AMZL--DCW8......................  3600 Wilson Road, Bakersfield,
                                          CA.
Amazon AMZL--DCX2......................  25725 Jeronimo Road, Mission
                                          Viejo, CA.
Amazon AMZL--DCX7......................  990 Francisco Street, Torrance,
                                          CA.
Amazon AMZL--DCX8......................  1256 N Magnolia Avenue,
                                          Anaheim, CA.
Amazon AMZL--DDO6......................  2751 Skypark Drive, Torrance,
                                          CA.
Amazon AMZL--DFX3......................  9785 Bellanca Avenue, Los
                                          Angeles, CA.
Amazon AMZL--DFX4......................  15272 Bear Valley Road,
                                          Victorville, CA.
Amazon AMZL--DFX9......................  14952 Bolsa Chica Street,
                                          Huntington Beach, CA.
Amazon AMZL--DIB5......................  860 Harold Place, Chula Vista,
                                          CA.
Amazon AMZL--DIB6......................  1895 Marigold Avenue, Redlands,
                                          CA.
Amazon AMZL--DIB7......................  2311 Boswell Road, Chula Vista,
                                          CA.
Amazon AMZL--DJT6......................  20920 Krameria Avenue,
                                          Riverside, CA.
Amazon AMZL--DJW8......................  35750 Date Palm Drive,
                                          Cathedral City, CA.
Amazon AMZL--DLX1......................  11811 Florence Avenue, Santa Fe
                                          Springs, CA.
Amazon AMZL--DLX5......................  4841 W San Fernando Road, Los
                                          Angeles, CA.
Amazon AMZL--DLX7......................  6450 Katella Avenue, Cypress,
                                          CA.
Amazon AMZL--DLX8......................  515 E Dyer Road, Santa Ana, CA.
Amazon AMZL--DLX9......................  5750 Mesmer Avenue, Culver
                                          City, CA.
Amazon AMZL--DOT4......................  3001 Mission Oaks Boulevard,
                                          Camarillo, CA.
Amazon AMZL--DPS2......................  400 National Way, Simi Valley,
                                          CA.
Amazon AMZL--DPS5......................  28820 W Chase, Valencia, CA.
Amazon AMZL--DPS6......................  1757 Tapo Canyon Road, Simi
                                          Valley, CA.
Amazon AMZL--DSD1......................  16550 Via Esprillo, San Diego,
                                          CA.
Amazon AMZL--DSD4......................  5650 Kearny Mesa Road, San
                                          Diego, CA.
Amazon AMZL--DSD5......................  3250 Business Park Drive,
                                          Vista, CA.
Amazon AMZL--DSD8......................  14400 Kirkham Way, #1450,
                                          Poway, CA.
Amazon AMZL--DSJ5......................  5440 E Olive Avenue, Fresno,
                                          CA.
Amazon AMZL--DUR1......................  2815 N Hollywood Way, Burbank,
                                          CA.
Amazon AMZL--DUR9......................  27711 Diaz Road, Temecula, CA.
Amazon AMZL--DXC3......................  3370 E La Palma Avenue,
                                          Anaheim, CA.
AM-PM #5276 CALEX......................  1025 Kloke Avenue, Calexico,
                                          CA.

[[Page 7655]]

 
API GATEWAY............................  430 Pan American Street,
                                          Calexico, CA.
AXIS MSO #6844.........................  960 N Imperial Avenue, El
                                          Centro, CA.
AXIS MSO #6846.........................  201 W Main Street, Brawley, CA.
B Food Mart............................  610 S Brawley Avenue, Brawley,
                                          CA.
Baja Shaved Ice........................  2313 Ashton Court, Imperial,
                                          CA.
BARKLEY SEED INC.......................  105 W Carey Road, Brawley, CA.
BEE SWEET CITRUS 3 FLAGS RANCH.........  4300 W Highway 86, Borrego
                                          Springs, CA.
BEE SWEET CITRUS 4 DEL MAR.............  5980 Poe Road, Brawley, CA.
Big Wormz Catering.....................  1014 Ash Street, Brawley, CA.
Black Dog Farms........................  860 W 6th Street, Holtville,
                                          CA.
Blackman Plumbing Inc..................  542 Industry Way, Imperial, CA.
BOConcrete.............................  568 W Murphy Road, Imperial,
                                          CA.
BOLTHOUSE FARMS, INC...................  Lack Road, Westmorland, CA.
Brawley Ace Hardware...................  415 W Main Street, Brawley, CA.
BRAWLEY LIQUOR.........................  1045 Main Street, Brawley, CA.
Brawley Meat Market....................  596 G Street, Brawley, CA.
BRAWLEY SCHOOL DIST....................  216 W D Street, Brawley, CA.
Brawley Youth Football.................  225 A Street, Brawley, CA.
Britschgi Farms........................  1595 Ferguson Road, Holtville,
                                          CA.
BULL ENTERPRISES INC...................  1701 Bowker Road, El Centro,
                                          CA.
C&G FARMS INC..........................  2216 P.O. Box, Gonzales, CA.
CALIFORNIA FRUIT DELITE................  646 S 1st Street, El Centro,
                                          CA.
California Market #1...................  127 E 2nd Street, Calexico, CA.
CALIFORNIA SUPER MARKET................  601 S Imperial Avenue,
                                          Calexico, CA.
CAMEIRO HEIFER RANCH...................  195 W Carey Road, Brawley, CA.
CB STOP................................  1498 Cole Boulevard, Calexico,
                                          CA.
CENTRAL IMPLEMENTS.....................  950 S Dogwood Road, El Centro,
                                          CA.
CERRUDO SERVICES.......................  250 W Commercial, El Centro,
                                          CA.
CHEVAL FARM............................  346 Larsen Road, Imperial, CA.
CHIRP FARMS INC........................  3805 Wiest Road, Brawley, CA.
Circle K Franchise #2655800............  610 S Brawley Avenue, Brawley,
                                          CA.
CITY OF BRAWLEY--PUBLIC WORKS..........  180 S Western Avenue, Brawley,
                                          CA.
CITY OF BRAWLEY--WASTEWATER PLANT......  5015 N Best Avenue, Brawley,
                                          CA.
CITY OF BRAWLEY--WATER DISTRIBUTION....  760 Willard Avenue, Brawley,
                                          CA.
City of Brawley--Parks & Rec...........  180 S Western Avenue, Brawley,
                                          CA.
CLAIREMONT EQUIPMENT...................  440 W Aten Road, Imperial, CA.
ConEdison Development..................  394 Rockwood Road, Calexico,
                                          CA.
COPPEL CORPORATION.....................  503 Scaroni Avenue, Calexico,
                                          CA.
CR&R INCORPORATED......................  599 E Main Street, El Centro,
                                          CA.
CROWN CITRUS COMPANY...................  407 W Industrial Avenue,
                                          Calipatria, CA.
Cultiver, LLC..........................  1496 Lyons Road, Calexico, CA.
DEL SOL MARKET.........................  402 E 5th Street, Holtville,
                                          CA.
DESERT PROPERTIES......................  429 W Main Street, El Centro,
                                          CA.
DESERT TRAILS RV PARK..................  225 Wake Avenue, El Centro, CA.
DFAS-CO W SVC CNTR COMM ACCTS..........  1415 Ross Avenue, El Centro,
                                          CA.
Dnata--LAX.............................  291 Coral Circle, El Segundo,
                                          CA.
DOLLAR GENERAL #14455..................  550 N Imperial Avenue, El
                                          Centro, CA.
DoorDash SND-1.........................  1022 W Morena Boulevard, Suites
                                          F&G, San Diego, CA.
DOUBLE M RANCHES INC...................  4554 Brandt Road, Brawley, CA.
EFR ENVIRONMENTAL SERVICE..............  3390 Dogwood Road, Brawley, CA.
El Centro Ace Hardware.................  1041 N Imperial Avenue, El
                                          Centro, CA.
El Centro Liquor.......................  401 W State Street, El Centro,
                                          CA.
El Glacier Shaved Ice..................  1532 W Orange Avenue, El
                                          Centro, CA.
EL SOL MARKET #5.......................  658 Main Street, Brawley, CA.
EL TORO EXPORT LLC.....................  1407 S La Brucherie Road, El
                                          Centro, CA.
EMPIRE MACHINERY.......................  3393 US Highway 86, Imperial,
                                          CA.
ENSIENT DEHYDRATED FLAVORS CO..........  1048 Taecker Road, Brawley, CA.
Escalera Stack King Inc................  1534 A Street, Brawley, CA.
EUCLID MARKET..........................  603 W Euclid Avenue, El Centro,
                                          CA.
FAMILY DOLLAR RI BOX #10238............  1400 Main Street, Brawley, CA.
FAMILY DOLLAR RI BOX #10434............  308 W 5th Street, Holtville,
                                          CA.
FAMILY DOLLAR RI BOX #9258.............  1111 S 4th Street, El Centro,
                                          CA.
Farm Aviation..........................  1053 N Eastern Ave, Brawley,
                                          CA.
FEDERAL EXPRESS........................  2451 Access Way, Imperial, CA.
FIRST CHRISTIAN CHURCH.................  450 S Waterman Avenue, El
                                          Centro, CA.
FLAVOR FACTORY.........................  900 W Birch Street, Calexico,
                                          CA.
FOOD 4 LESS--KROGER #774...............  2420 Cottonwood Drive, El
                                          Centro, CA.
FOOD 4 LESS--KROGER #781...............  109 W Birch Street, Calexico,
                                          CA.
FREDDY'S MERCANTILE....................  1500 Spa Road, Niland, CA.
FRONTIER AGRICULTURAL SERV INC.........  304 Weed Road, Calexico, CA.
GARCIA MARKET..........................  1198 Main Street, Brawley, CA.
GARGIULO FARMS.........................  861 Main Street, Brawley, CA.

[[Page 7656]]

 
GASTRAK OF CALEXICO LLC................  435 Menvielle Court, Calexico,
                                          CA.
Gate Gourmet LAX.......................  6701 W Imperial Highway, Los
                                          Angeles, CA.
Gate Gourmet SAN.......................  3870 Houston Street, San Diego,
                                          CA.
Gawfco Enterprises/Petromart retail....  1691 Main Street, Brawley, CA.
GIBI TRUCKING LLC......................  1102 E Evan Hewes Highway, El
                                          Centro, CA.
GIBSON & SCHAEFER, INC.................  1126 Rockwood Road, Heber, CA.
GLAMIS NORTH KOA.......................  10595 Hot Mineral Spa Road,
                                          Niland, CA.
GloriAnn Farms.........................  33 Malan Street, Brawley, CA.
GLORIA'S FIREWOOD......................  1796 Pickett Road, Brawley, CA.
GOMEZ TARPING SERVICES LLC.............  1504 Kamm Road, Holtville, CA.
GRANITE INDUSTRIAL, INC................  5003 N Best Avenue, Brawley,
                                          CA.
HELENA CHEMICAL........................  101 W Carey Road, Brawley, CA.
HELENA CHEMICAL COMPANY................  600 Brown Avenue, Calipatria,
                                          CA.
HIDALGO SOCIETY........................  418 S Cesar Chavez Street,
                                          Brawley, CA.
HOLLY SUGAR CORP.......................  395 W Keystone Road, Brawley,
                                          CA.
Holtville Ace Hardware.................  123 E 5th Street, Holtville,
                                          CA.
HOME DEPOT #1059.......................  320 Wake Avenue, El Centro, CA.
Hope Cafe & Catering...................  605 E 2nd Street, Calexico, CA.
Hope Cafe & Catering...................  1027 W State Street, El Centro,
                                          CA.
Horizon Farms..........................  1090 E 5th Street, Holtville,
                                          CA.
Hoyt Engineering Inc...................  1103 East Main Street, El
                                          Centro, CA.
HUDSON RANCH POWER 1...................  409 W McDonald Street,
                                          Calipatria, CA.
Hutch-N-Son............................  4505 Brandt Road, Brawley, CA.
IID--Drop 4............................  3675 E US Highway 98,
                                          Holtville, CA.
IID--El Centro Yard....................  541 South 3rd Street, El
                                          Centro, CA.
IID--Generation Station................  485 E Villa Avenue, El Centro,
                                          CA.
IID--Headquarter--Heavy Equipment......  333 E Barioni Boulevard,
                                          Imperial, CA.
IID--Headquarters--Auto Shop...........  333 E Barioni Boulevard,
                                          Imperial, CA.
IID--Headquarters--Power Dock..........  333 E Barioni Boulevard,
                                          Imperial, CA.
IID--N1 Vegetation.....................  333 E Barioni Boulevard,
                                          Imperial, CA.
IID--North End Division................  5364 Hovley Road, Westmorland,
                                          CA.
IID--S.O.C.............................  904 S Dogwood Road, El Centro,
                                          CA.
IID--South End Division................  567 Pine Avenue, Holtville, CA.
IID--South West Division...............  2151 W Adams Avenue, El Centro,
                                          CA.
IID--Western Division..................  544 Bowker Road, Calexico, CA.
IMP CO--HEALTH DEPT....................  1341 S Clark Road, El Centro,
                                          CA.
IMP CO FIRE STN--HOLTVILLE.............  549 Fern Avenue, Holtville, CA.
IMP CO FIRE STN#1--IMPERIAL............  2514 La Brucherie Road,
                                          Imperial, CA.
IMP CO FIRE STN#2--HEBER...............  1078 Dogwood Road, Heber, CA.
IMP CO FIRE STN#3--SEELEY..............  1862 W Evan Hewes Highway,
                                          Seeley, CA.
IMP CO FIRE STN#3--SEELEY..............  1828 San Diego, Seeley, CA.
IMP CO FIRE STN#6--OCOTILLO............  1157 N Imperial Highway,
                                          Ocotillo, CA.
IMP CO FIRE STN#7--NILAND..............  8071 Luxor Avenue, Niland, CA.
IMP CO FIRE STN#9--SALTON CITY.........  2256 Cleveland Avenue, Thermal,
                                          CA.
IMP CO RD DIST--HEBER..................  1098 Heffernan Avenue, Heber,
                                          CA.
IMP CO RD DIST--IMPERIAL...............  304 E 4th Street, Imperial, CA.
IMP CO SHERIFF'S--JUVENILE HALL........  328 Applestille Road, El
                                          Centro, CA.
IMP CO SHERIFF'S--OFFICE...............  328 Applestille Road, El
                                          Centro, CA.
IMP CO SHERIFF'S/OHVEST................  328 Applestille Road, El
                                          Centro, CA.
IMPERIAL CAT FISH......................  152 E Harris Road, Imperial,
                                          CA.
Imperial Chevron.......................  1850 S Imperial Avenue, El
                                          Centro, CA.
IMPERIAL GRAIN GROWERS, INC............  4790 US Highway 111, Brawley,
                                          CA.
IMPERIAL TRUSS & LUMBER................  701 E 2nd Street, Imperial, CA.
IMPERIAL VALLEY MILLING GO.............  250 E 5th Street, Holtville,
                                          CA.
Industrial Mechanical Services, Inc....  394 W Keystone Road, Brawley,
                                          CA.
Industrial Mechanical Services, Inc....  6920 Lack Road, Calipatria, CA.
IRBY CONSTRUCTION CO...................  100 W Keystone Road, Brawley,
                                          CA.
J AND B MATERIALS INC..................  350 W Olive Ave, El Centro, CA.
J.T. Thorpe Industrial.................  7030 Gentry Rd, Calipatria, CA.
Javiers Liquor.........................  899 Main St, Brawley, CA.
JCSD FARMS, INC........................  5805 Gentry Road, Westmorland,
                                          CA.
JETT HARVEST...........................  4560 Green Road, Brawley, CA.
JETT HARVEST...........................  2444 Portico Boulevard,
                                          Calexico, CA.
Jett Harvest...........................  115 W Ross Road, El Centro, CA.
Jett Harvest...........................  Phiesel Canal Shop,
                                          Westmoreland, CA.
JHP Global, Inc........................  5310 Vendel Road, Brawley, CA.
JJ HARVESTING..........................  233 W Main Street, El Centro,
                                          CA.
JORDAN IMPLEMENT OFFICE/PARTS..........  1280 Main Street, Brawley, CA.
JORDAN IMPLEMENTS SHOP.................  1280 Main Street, Brawley, CA.
JOSMAR PACKING.........................  331 Cesar Chavez Boulevard,
                                          Calexico, CA.
JOSMAR PACKING.........................  Corner Of Lack And Foulds Road,
                                          Calipatria, CA.
Josmar Packing.........................  Gantry & Lendey, Calapatria,
                                          CA.

[[Page 7657]]

 
JR'S ICE CREAM.........................  173 E Orange Avenue, El Centro,
                                          CA.
KELOMAR INC............................  3949 Austin Road, Brawley, CA.
Kelomar Inc............................  600 N Barth Gt3, Westmoreland,
                                          CA.
Kevin Grizzle Farms LLC................  2400 Even Herwes, Holtville,
                                          CA.
KEVIN GRIZZLE--BONDS CORNER RD.........  1395 Bonds Corner Road,
                                          Holtville, CA.
Kiewit Infrastructures West Co.........  6098 Poe Road, Brawley, CA.
KJS King George--J&J JV................  2200 Bennett Road Naf B145, El
                                          Centro, CA.
KRISTAL WATER..........................  526 E 2nd Street, Calexico, CA.
KW TRANSPLANTS INC.....................  1903 E 4th Street, Holtville,
                                          CA.
La Brucherie Irrigation................  108 E Ross Avenue, El Centro,
                                          CA.
La Colmena Produce & Meat Dept.........  1141 H Street, Brawley, CA.
La Valle Sabbia........................  396 W Heber Road, El Centro,
                                          CA.
Labrucherie Irrigation.................  1510 Jones Street, Brawley, CA.
LABRUCHERIE PRODUCE LLC................  1728 King Road, Holtville, CA.
LABRUCHERIE PRODUCE, LLC...............  1407 S La Brucherie Road, El
                                          Centro, CA.
LAS CONCHITAS BAKERY INC...............  619 S 4th Street, El Centro,
                                          CA.
Laurel AG & Water......................  803 Ca-78, Brawley, CA.
Legends Hospitality--SoFi Stadium......  1001 Stadium Drive, Inglewood,
                                          CA.
LIDCO INC..............................  615 N 8th Street, Brawley, CA.
Love's Travel Stop #0749...............  551 W Main Street, Westmorland,
                                          CA.
MANZANO'S HARVESTING INC...............  565 E Ross Avenue, El Centro,
                                          CA.
MARIA'S CATERING.......................  1221 N Palm Avenue, Heber, CA.
Maverik #729...........................  1402 S Dogwood Road, El Centro,
                                          CA.
McLane EOC Riverside, CA (DayCreek)....  1051 Wineville Avenue, Ontario,
                                          CA.
MFW Washing............................  701 Pierce Avenue, Calexico,
                                          CA.
MILKY WAY FARMS........................  4210 Green Road, Brawley, CA.
Mission Ranches........................  604 E Jasper Road, Calexico,
                                          CA.
Mission Ranches........................  2340 Mcconnell Road, Holtville,
                                          CA.
MOIOLA BROS. CATTLE FEEDERS............  1594 Gonder Road, Brawley, CA.
MONET'S ICE CREAM......................  182 W State Street, El Centro,
                                          CA.
My Mihan Inc...........................  1098 Cole Boulevard, Calexico,
                                          CA.
NAF--JETT MART.........................  Naf Attn Irma, El Centro, CA.
Nature Joy Harvest.....................  3125 Huff Road, Imperial, CA.
O K RUBBER TIRES.......................  375 N 8th Street, Brawley, CA.
OCEAN PACKING..........................  870 Taecker Road, Brawley, CA.
OMEGA ELECTRIC.........................  428 W Cady Road, Brawley, CA.
One world Fleet Services...............  575 US Highway 111, Brawley,
                                          CA.
ORMAT NEVADA...........................  855 Dogwood Road, Heber, CA.
ORMAT NEVADA...........................  895 Pitzer Road, Heber, CA.
ORMAT NEVADA...........................  3300 E Evan Hughs Highway,
                                          Holtville, CA.
ORMESA GEOTHERMAL......................  3302C E Evan Hewes Highway,
                                          Holtville, CA.
OWB Packers............................  57 Shank Road, Brawley, CA.
Pacific Ag Rentals--Imperial...........  1509 River Drive, Brawley, CA.
PARKHOUSE TIRE.........................  1002 S Dogwood Road, El Centro,
                                          CA.
Pattern Operators LP...................  1377 West Imperial Highway,
                                          Ocotillo, CA.
Pilot #1328............................  2325 Sierra Lakes Parkway,
                                          Suite 102, Rialto, CA.
Pilot Flying J #365....................  22717 Avenue 18\1/2\, Madera,
                                          CA.
Pilot Flying J #765....................  72235 Varner Road, Thousand
                                          Palms, CA.
Pilot Travel Center #1132..............  234 Ben Hulse Highway, Brawley,
                                          CA.
Pilot Travel Center #200...............  5725 Ca-58, Boron, CA.
Pilot Travel Center #343...............  1497 Piper Ranch Road, San
                                          Diego, CA.
Pioneers Memorial Healthcare District..  320 Cattle Call Drive, Brawley,
                                          CA.
PLANTERS HAY INC.......................  1295 US Highway 78, Brawley,
                                          CA.
Premier Electrical Solutions Inc.......  1954 Cannon Road, El Centro,
                                          CA.
PRIME FUEL & MINI MART.................  1686 Main Street, Brawley, CA.
Rain For Rent..........................  3397 US Highway 86, Imperial,
                                          CA.
RALPH T TAYLOR FARMS...................  1197 Pickett Road, Brawley, CA.
RANCHO VERDE HARVEST INC...............  5257 Dean Road, Westmorland,
                                          CA.
RASPADOS CUCHI'S #1 (CALEXICO).........  528 E 5th Street, Calexico, CA.
RASPADOS CUCHIS #1 (EL CENTRO).........  502 Adams Avenue, El Centro,
                                          CA.
RASPADOS CUCHIS #2 (EL CENTRO).........  3451 S Dogwood Road, #FC10, El
                                          Centro, CA.
Raspados LaCura........................  888 W 2nd Street, Unit H250,
                                          Calexico, CA.
RASPADOS RUBEN'S.......................  734 S 4th Street, El Centro,
                                          CA.
RASPALANDIA............................  260 S Imperial Avenue, #B,
                                          Imperial, CA.
RDO EQUIPMENT COMPANY..................  3275 US Highway 86, Imperial,
                                          CA.
RDO WATER..............................  1620 Jones Street, Brawley, CA.
RDO WATER..............................  1644 Jones Street, Brawley, CA.
Republic Services......................  702 E Heil Avenue, El Centro,
                                          CA.
Republic Services......................  3354 Dogwood Road, Imperial,
                                          CA.
RITE AID #5674.........................  405 W Main Street, Brawley, CA.
RITE AID #5680.........................  1501 W Main Street, El Centro,
                                          CA.
RITE AID #6515.........................  211 W Birch Street, Calexico,
                                          CA.

[[Page 7658]]

 
ROTO ROOTER............................  1202 McCullom Street, El
                                          Centro, CA.
Rove Engineering Inc...................  398 E Aurora Drive, El Centro,
                                          CA.
RUBIN SEEDS, LLC.......................  4746 US Highway 111, Brawley,
                                          CA.
S and S Harvesting Co..................  280 Campillo Street, Calexico,
                                          CA.
SA RECYCLING LLC.......................  460 E Holton Road, El Centro,
                                          CA.
SAN DIEGO GAS & ELECT SVCS CTR.........  Highway 98, San Diego, CA.
Sargent Electric--West side El Centro    1118 Liebert Road, El Centro,
 BESS.                                    CA.
SCHAFFNER DAIRY........................  2805 Casey Road, Holtville, CA.
SIEMENS ENERGY INC.....................  1377 W Imperial Highway,
                                          Ocotillo, CA.
SLA Paving Inc.........................  360 Ritter Court, Imperial, CA.
Stella Liquor@Market Inc...............  163 W Main Street, Westmorland,
                                          CA.
SUN LANDSCAPE INC......................  2771 US Highway 111, Imperial,
                                          CA.
Sunrise Applicators....................  1298 E Gillett Street, El
                                          Centro, CA.
SUPER STOP TRAVEL CENTER...............  550 Wake Avenue, El Centro, CA.
SUPREME DRYWALL INC....................  1199 E Evan Hewes Highway, El
                                          Centro, CA.
Supreme Water Brawley..................  495 N 8th Street, Brawley, CA.
TACOS MARLYN...........................  1614 S 4th Street, El Centro,
                                          CA.
TARGET #1816...........................  2295 N Imperial Avenue, El
                                          Centro, CA.
TASCO, INC.............................  1596 Chalupnik Road, Brawley,
                                          CA.
TFT FARMS..............................  1802 P.O. Box, Brawley, CA.
TGH Inc................................  3125 Huff Road, Imperial, CA.
Tom Watson Inc.........................  1199 Industry Way, El Centro,
                                          CA.
TONY'S MARKET..........................  502 Encinas Avenue, Calexico,
                                          CA.
TOYOTALIFT INC.........................  302 E Aurora Drive, El Centro,
                                          CA.
U.S Border Patrol--El Centro Station...  221 W Aten Road, Imperial, CA.
UNION FOOD MARKET......................  608 E 5th Street, Holtville,
                                          CA.
United Airlines SAN....................  3835 N Harbor Drive, Suite 115,
                                          Terminal 2, San Diego, CA.
United Airlines SNA....................  18601 Airport Way, Santa Ana,
                                          CA.
UPS--El Centro.........................  160 W Main Street, El Centro,
                                          CA.
Vail Ranch.............................  3104 W US Highway 86, Brawley,
                                          CA.
Vail Ranch.............................  910 W Vail Road, Calipatria,
                                          CA.
VALLEY AG SERVICES INC.................  1565 P.O. Box, Brawley, CA.
VALLEY ENV AKA: REP. IMP AQUI..........  104 E Robinson Road, Imperial,
                                          CA.
VESTIS UNIFORM SERVICES................  1535 River Drive, Brawley, CA.
VEYSEY ENTERPRISES, INC................  3651 Austin Road, Brawley, CA.
W&M ELECTRICAL SERVICES................  1151 S Hope Street, El Centro,
                                          CA.
WESTERN LIQUOR.........................  215 West E Street, Brawley, CA.
WHITTED LIQUORS........................  462 N 8th Street, Brawley, CA.
WILBUR-ELLIS COMPANY...................  45 Danenberg Drive, El Centro,
                                          CA.
WYMORE INC.............................  697 S Dogwood Road, El Centro,
                                          CA.
------------------------------------------------------------------------


                               Schedule 2
------------------------------------------------------------------------
             Customer name                           Address
------------------------------------------------------------------------
COMPASS GROUP--INSTRUMENTATION           180 Hartwell Road, Bedford, MA
 LABORATORY.                              01730.
Delta Airlines BOS.....................  440 William McClellan Highway,
                                          Suite #104, East Boston, MA
                                          02128.
Gate Gourmet BOS 1.....................  440 William McClellan Highway,
                                          East Boston, MA 02128.
Gate Gourmet BOS 2.....................  480 William McClellan Highway,
                                          East Boston, MA 02128.
LSG SKY CHEFS BOS #1379................  25 Lovell Street, Building 68,
                                          Boston, MA 02128.
Pilot Travel Center #222...............  400 Haynes Street, Sturbridge,
                                          MA 01566.
Pilot Travel Center #255...............  433 Old Gate Lane, Milford, CT
                                          06460.
Whole Foods Market #10317..............  350 Grasmere Avenue, Fairfield,
                                          CT 06824.
Whole Foods Market #10455..............  5C Sugar Hollow Road, Danbury,
                                          CT 06810.
------------------------------------------------------------------------


                               Schedule 3
------------------------------------------------------------------------
             Customer name                           Address
------------------------------------------------------------------------
Home Depot #916........................  373 US Highway 9 S, Woodbridge,
                                          NJ 07095.
Home Depot #947........................  400 Promenade Boulevard,
                                          Bridgewater, NJ 08807.
Home Depot #959........................  75 McLean Boulevard, Paterson,
                                          NJ 07514.
Amazon AMZL--DAB5......................  270 Richards Street, Brooklyn,
                                          NY 11231.
DOLLAR TREE #3718......................  276 US Highway 202/31 N,
                                          Flemington, NJ 08822.
DOLLAR TREE #785.......................  1965 State Route 57, Suite 12,
                                          Hackettstown, NJ 07840.
DOLLAR TREE #6498......................  8101 Tonnelle Avenue, North
                                          Bergen, NJ, 07047.
Amazon AMZL--DJR3......................  235 Veterans Boulevard,
                                          Rutherford, NJ 07070.
Amazon AMZL--DJR5......................  670 Belleville Turnpike,
                                          Kearny, NJ 07032.
Amazon AMZL--DJZ3......................  377 Roosevelt Avenue, Carteret,
                                          NJ 07008.
Amazon AMZL--DJZ6......................  1800 Lower Road, Linden, NJ
                                          07036.

[[Page 7659]]

 
Amazon AMZL--DNK5......................  105 Avenue A, Bayonne, NJ
                                          07002.
Amazon AMZL--DZJ8......................  1 Paddock Street, Avenel, NJ
                                          07001.
DOLLAR TREE #7508......................  461 US 46 W, Fairfield, NJ
                                          07004.
DOLLAR TREE #3180......................  306 US Highway 9 N, Woodbridge,
                                          NJ 07095.
Amazon AMZL--DNJ7......................  81 International Drive S, Budd
                                          Lake, NJ 07828.
DOLLAR TREE #5375......................  1136 US Highway 1, Edison, NJ
                                          08817.
DOLLAR TREE #5045......................  275 State Route 18, East
                                          Brunswick, NJ 08816.
DOLLAR TREE #7135......................  235 E Front Street, Plainfield,
                                          NJ 07060.
DOLLAR TREE #6658......................  1392 Saint Georges Avenue,
                                          Avenel, NJ 07001.
DOLLAR TREE #4955......................  31 Woodbridge Center Drive,
                                          Woodbridge, NJ 07095.
Southwest Airlines LGA Terminal B......  Central Terminal Drive,
                                          Flushing, NY 11371.
DOLLAR TREE #7674......................  464 Elizabeth Avenue, Suite A,
                                          Somerset, NJ 08873.
DOLLAR TREE #6193......................  256 US Highway 206,
                                          Hillsborough NJ 08844.
DOLLAR TREE #5265......................  13 Washington Avenue,
                                          Belleville, NJ 07109.
AMERICAN AIRLINES JFK ENVOY............  JFK International Gate 31
                                          Terminal 8, Jamaica, NY 11430.
DOLLAR TREE #1921......................  15 Washington Street, Lodi, NJ
                                          07644.
DOLLAR TREE #8589......................  901 Mountain Avenue,
                                          Springfield, NJ 07081.
DOLLAR TREE #8969......................  1440 US Highway 46, Parsippany,
                                          NJ 07054.
DOLLAR TREE #4692......................  1077 State Route 34, Aberdeen,
                                          NJ 07747.
DOLLAR TREE #7663......................  435 State Route 34, Matawan NJ,
                                          07747.
DOLLAR TREE #8865......................  524 State Route 35, Red Bank,
                                          NJ 07701.
DOLLAR TREE #3099......................  2485 US Highway 22 W, Union, NJ
                                          07083.
DOLLAR TREE #9136......................  955 US Highway 22, North
                                          Plainfield, NJ 07060.
DOLLAR TREE #1629......................  560 Milltown Road, North
                                          Brunswick, NJ 08902.
DOLLAR TREE #4987......................  1713 Springfield Avenue,
                                          Maplewood, NJ 07040.
DOLLAR TREE #7650......................  1199 Amboy Avenue, Edison, NJ
                                          08837.
Home Depot #6911.......................  170 Union Hill Road,
                                          Morganville, NJ 07751.
DOLLAR TREE #7735......................  67 Saint George Avenue,
                                          Roselle, NJ 07203.
AMERICAN AIRLINES EWR..................  3 Brewster Road, Terminal A,
                                          Newark, NJ 07114.
DOLLAR TREE #4248......................  1046 Saint Georges Avenue,
                                          Rahway, NJ 07065.
Frontier Airlines LGA LSG..............  East Elmhurst, Queens, NY
                                          11371.
Gate Gourmet--EWR--AA..................  855 Woodruff Lane, Elizabeth,
                                          NJ 07201.
Gate Gourmet EWR 2.....................  855 Woodruff Lane, Elizabeth,
                                          NJ 07201.
Gate Gourmet JFK #740..................  30 Inip Drive, Unit 740,
                                          Inwood, NY 11096.
JETBLUE AIRWAYS EWR....................  6 Earhart Drive, Newark, NJ
                                          07114.
Gate Gourmet--LGA--AA..................  1815 45th Street, Queens, NY
                                          11371.
GATE GOURMET EWR 1.....................  233 Miller Street, Newark, NJ
                                          07114.
Gate Gourmet LGA--Astoria, NY..........  1815 45th Street, Astoria, NY
                                          11105.
LSG SKY CHEFS JFK #1371................  W Hanger Road, Building 139
                                          Jamaica, New York, NY 11430.
------------------------------------------------------------------------


                               Schedule 4
------------------------------------------------------------------------
             Customer name                           Address
------------------------------------------------------------------------
ARS FRESNO #346........................  2610 NW Edenbower Boulevard,
                                          Roseburg, OR 97471.
ARS FRESNO #526........................  5733 Main Street, Springfield,
                                          OR 97478.
ARS FRESNO #528........................  317 Coburg Road, Eugene, OR
                                          97401.
ARS FRESNO #533........................  1618 SW Allen Creek Road,
                                          Grants Pass, OR 97527.
ARS FRESNO #536........................  2402 W Main Street, Medford, OR
                                          97501.
BI-MART #601...........................  2030 River Road, Eugene, OR
                                          97404.
BI-MART #602...........................  1680 W 18th Avenue, Eugene, OR
                                          97402.
BI-MART #603...........................  1521 Mohawk Boulevard,
                                          Springfield, OR 97477.
BI-MART #604...........................  2045 NW 9th Street, Corvallis,
                                          OR 97330.
BI-MART #606...........................  2272 Santiam Highway SE,
                                          Albany, OR 97322.
BI-MART #607...........................  2131 Newmark Street, North
                                          Bend, OR 97459.
BI-MART #608...........................  2280 Ashland Street, Ashland,
                                          OR 97520.
BI-MART #609...........................  1381 NW Garden Valley
                                          Boulevard, Roseburg, OR 97471.
BI-MART #610...........................  230 Redwood Highway, Grants
                                          Pass, OR 97527.
BI-MART #611...........................  1920 Washburn Way, Klamath
                                          Falls, OR 97603.
BI-MART #613...........................  2687 W Main Street, Medford, OR
                                          97501.
BI-MART #615...........................  1635 SW Baker Street,
                                          McMinnville, OR 97128.
BI-MART #616...........................  990 Biddle Road, Medford, OR
                                          97504.
BI-MART #618...........................  2075 SE Tualatin Valley
                                          Highway, Hillsboro, OR 97123.
BI-MART #620...........................  100 Gateway Boulevard, Cottage
                                          Grove, OR 97424.
BI-MART #622...........................  1813 Molalla Avenue, Oregon
                                          City, OR 97045.
BI-MART #624...........................  3862 River Road N, Keizer, OR
                                          97303.
BI-MART #627...........................  5744 Main Street, Springfield,
                                          OR 97478.
BI-MART #632...........................  5975 SW 185th Avenue,
                                          Beaverton, OR 97078.
BI-MART #633...........................  2155 Lancaster Drive NE, Salem,
                                          OR 97305.
BI-MART #634...........................  2900 E Haworth Avenue, Newberg,
                                          OR 97132.
BI-MART #635...........................  3225 Pacific Avenue, Forest
                                          Grove, OR 97116.

[[Page 7660]]

 
BI-MART #639...........................  1555 SW 53rd Street, Corvallis,
                                          OR 97333.
BI-MART #640...........................  13500 SW Pacific Highway, Suite
                                          70, Tigard, OR 97223.
BI-MART #643...........................  1600 Mount Hood Avenue,
                                          Woodburn, OR 97071.
BI-MART #644...........................  4310 Highway 101, Florence, OR
                                          97439.
BI-MART #646...........................  444 Pacific Avenue S, Monmouth,
                                          OR 97361.
BI-MART #647...........................  1701 Shaff Road, Stayton, OR
                                          97383.
BI-MART #649...........................  2510 Willakenzie Road, Eugene,
                                          OR 97401.
BI-MART #650...........................  2601 Falk Road, Vancouver, WA
                                          98661.
BI-MART #651...........................  12321 NE Halsey Street,
                                          Portland, OR 97230.
BI-MART #652...........................  833 E Central Avenue,
                                          Sutherlin, OR 97479.
BI-MART #653...........................  4315 SE Woodstock Boulevard,
                                          Portland, OR 97206.
BI-MART #657...........................  20000 SE Highway 212, Damascus,
                                          OR 97089.
BI-MART #659...........................  514 W Main Street, Molalla, OR
                                          97038.
BI-MART #661...........................  3003 Addy Street, Washougal, WA
                                          98671.
BI-MART #662...........................  4750 SW Western Avenue,
                                          Beaverton, OR 97005.
BI-MART #663...........................  4780 Royal Avenue, Eugene, OR
                                          97402.
BI-MART #665...........................  2680 S Santiam Highway,
                                          Lebanon, OR 97355.
BI-MART #668...........................  550 S 4th Street, Coos Bay, OR
                                          97420.
BI-MART #669...........................  25126 Jeans Road, Veneta, OR
                                          97487.
BI-MART #670...........................  110 E 6th Avenue, Junction
                                          City, OR 97448.
BI-MART #675...........................  150 Melton Road, Creswell, OR
                                          97426.
BI-MART #676...........................  391 NW Douglas Boulevard,
                                          Winston, OR 97496.
BI-MART #677...........................  36859 Highway 26, Sandy, OR
                                          97055.
BI-MART #682...........................  1030 SE Oar Avenue, Lincoln
                                          City, OR 97367.
BI-MART #683...........................  248 Wharf Street, Brookings, OR
                                          97415.
BI-MART #685...........................  1980 Main Street, Sweet Home,
                                          OR 97386.
DOLLAR GENERAL #15483..................  94 SE Main Street, Winston, OR
                                          97496.
DOLLAR GENERAL #15484..................  1300 Easy Street, Brookings, OR
                                          97415.
DOLLAR GENERAL #15774..................  636 E Central Avenue,
                                          Sutherlin, OR 97479.
DOLLAR GENERAL #15898..................  110 Tannhauser Avenue,
                                          Roseburg, OR 97471.
DOLLAR GENERAL #16080..................  25658 Redwood Highway, Cave
                                          Junction, OR 97523.
DOLLAR GENERAL #16274..................  110 W Main Street, Rogue River,
                                          OR 97537.
DOLLAR GENERAL #16332..................  240 S Old Pacific Highway,
                                          Myrtle Creek, OR 97457.
DOLLAR GENERAL #16352..................  22281 Highway 62, Shady Cove,
                                          OR 97539.
DOLLAR GENERAL #16451..................  1215 North 8th Street,
                                          Lakeside, OR 97449.
DOLLAR GENERAL #16483..................  649 N Myrtle Road, Myrtle
                                          Creek, OR 97457.
DOLLAR GENERAL #16489..................  350 N Main Street, Canyonville,
                                          OR 97417.
DOLLAR GENERAL #16558..................  1290 Redwood Avenue, Grants
                                          Pass, OR 97527.
DOLLAR GENERAL #16686..................  800 W Front Street, Merrill, OR
                                          97633.
DOLLAR GENERAL #16696..................  1008 S Chiloquin Boulevard,
                                          Chiloquin, OR 97624.
DOLLAR GENERAL #16713..................  19604 N Umpqua Highway, Glide,
                                          OR 97443.
DOLLAR GENERAL #16787..................  100 Timbers Boulevard, Smith
                                          River, CA 95567.
DOLLAR GENERAL #17097..................  2140 Oregon Street, Port
                                          Orford, OR 97465.
DOLLAR GENERAL #17223..................  340 N 3rd Street, Harrisburg,
                                          OR 97446.
DOLLAR GENERAL #17290..................  658 Main Street, Philomath, OR
                                          97370.
DOLLAR GENERAL #17397..................  430 Main Street, Aumsville, OR
                                          97325.
DOLLAR GENERAL #17448..................  47624 Highway 58, Oakridge, OR
                                          97463.
DOLLAR GENERAL #17553..................  415 E Douglas Avenue, Gervais,
                                          OR 97026.
DOLLAR GENERAL #17726..................  338 W B Avenue, Drain, OR
                                          97435.
DOLLAR GENERAL #17746..................  1035 2nd Street SE, Bandon, OR
                                          97411.
DOLLAR GENERAL #18000..................  380 NW Hemlock Street,
                                          Waldport, OR 97394.
DOLLAR GENERAL #18086..................  1937 Main Street, Sweet Home,
                                          OR 97386.
DOLLAR GENERAL #18164..................  203 Pacific Avenue, Glendale,
                                          OR 97442.
DOLLAR GENERAL #18165..................  780 N 2nd Street, Jefferson, OR
                                          97352.
DOLLAR GENERAL #18246..................  1073 Monmouth Street,
                                          Independence, OR 97351.
DOLLAR GENERAL #18301..................  935 Highway 101 N, Yachats, OR
                                          97498.
DOLLAR GENERAL #18394..................  1095 N 2nd Street, Silverton,
                                          OR 97381.
DOLLAR GENERAL #18547..................  178 S Main Street, Brownsville,
                                          OR 97327.
DOLLAR GENERAL #18772..................  3810 Greensprings Drive,
                                          Klamath Falls, OR 97601.
DOLLAR GENERAL #18794..................  1915 Winchester Avenue,
                                          Reedsport, OR 97467.
DOLLAR GENERAL #19709..................  2141 NE Diamond Lake Boulevard,
                                          Roseburg, OR 97470.
DOLLAR GENERAL #19768..................  1950 SW Bridge Street, Grants
                                          Pass, OR 97526.
DOLLAR GENERAL #19855..................  511 NE Main Street, Willamina,
                                          OR 97396.
DOLLAR GENERAL #20076..................  24888 E Salmon River Road,
                                          Welches, OR 97067.
DOLLAR GENERAL #20154..................  1001 Maryland Avenue, Myrtle
                                          Point, OR 97458.
DOLLAR GENERAL #20588..................  728 W Main Street, Molalla, OR
                                          97038.
DOLLAR GENERAL #20770..................  417 Birch Avenue SW, Napavine,
                                          WA 98565.
DOLLAR GENERAL #20866..................  1234 State Route 506, Vader, WA
                                          98593.
DOLLAR GENERAL #20892..................  7250 3rd Street SE, Turner, OR
                                          97392.
DOLLAR GENERAL #20960..................  892 Point Brown Avenue NE,
                                          Ocean Shores, WA 98569.
DOLLAR GENERAL #21130..................  2399 Antelope Road, White City,
                                          OR 97503.
DOLLAR GENERAL #21154..................  315 S Montesano Street,
                                          Westport, WA 98595.

[[Page 7661]]

 
DOLLAR GENERAL #21342..................  5927 S 6th Street, Klamath
                                          Falls, OR 97603.
DOLLAR GENERAL #21456..................  102 S Trade Street, Amity, OR
                                          97101.
DOLLAR GENERAL #21478..................  25380 Loten Way, Veneta, OR
                                          97487.
DOLLAR GENERAL #21676..................  332 First Avenue, Riddle, OR
                                          97469.
DOLLAR GENERAL #21729..................  1260 3rd Street, Lafayette, OR
                                          97127.
DOLLAR GENERAL #22570..................  78 Ph 10, Castle Rock, WA
                                          98611.
DOLLAR GENERAL #23270..................  111 S 72nd Street, Springfield,
                                          OR 97478.
GROCERY OUTLET #12.....................  2066 Highway 101, Florence, OR
                                          97439.
GROCERY OUTLET #062....................  1124 Highway 101 N, Crescent
                                          City, CA 95531.
GROCERY OUTLET #149....................  4333 S 6th Street, Klamath
                                          Falls, OR 97603.
GROCERY OUTLET #251....................  200 Gateway Boulevard, Cottage
                                          Grove, OR 97424.
Grocery Outlet #315....................  721 N Coast Highway, Newport,
                                          OR 97365.
Grocery Outlet #430....................  25110 Jeans Road, Veneta, OR
                                          97487.
Grocery Outlet #432....................  906 Chetco Avenue, Brookings,
                                          OR 97415.
GROCERY OUTLET #509....................  780 NW Garden Valley Boulevard,
                                          Roseburg, OR 97471.
Grocery Outlet #577....................  891 SE 1st Avenue, Canby, OR
                                          97013.
Grocery Outlet #600....................  3975 Commercial Street SE,
                                          Salem, OR 97302.
HOME DEPOT #8557.......................  3345 Grove Road, Phoenix, OR
                                          97535.
Pilot Travel Center #195...............  91485 Biggs Rufus Highway,
                                          Wasco, OR 97065.
Pilot Travel Center #1226..............  91558 Biggs Rufus Highway,
                                          Wasco, OR 97065.
TARGET #609............................  2255 14th Avenue SE, Albany, OR
                                          97322.
TARGET #612............................  2750 Gateway Street,
                                          Springfield, OR 97477.
TARGET #613............................  2000 Crater Lake Highway,
                                          Medford, OR 97504.
TARGET #1405...........................  4575 W 11th Avenue, Eugene, OR
                                          97402.
VITAMIN COTTAGE........................  2053 S Colorado Boulevard,
                                          Denver, CO 80222.
WALGREENS #6530........................  1700 Pacific Boulevard SE,
                                          Albany, OR 97321.
WALGREENS #7373........................  111 Union Avenue, Grants Pass,
                                          OR 97527.
WALGREENS #7975........................  5807 Main Street, Springfield,
                                          OR 97478.
WALGREENS #9258........................  1210 Mohawk Boulevard,
                                          Springfield, OR 97477.
WALGREENS #10812.......................  6 W Q Street, Springfield, OR
                                          97477.
WALGREENS #11643.......................  1675 Coburg Road, Eugene, OR
                                          97401.
WALGREENS #12068.......................  1377 NE Stephens Street,
                                          Roseburg, OR 97470.
WALGREENS #12290.......................  1704 E Main Street, Cottage
                                          Grove, OR 97424.
WALGREENS #12596.......................  2280 W Main Street, Medford, OR
                                          97501.
WALGREENS #12901.......................  3411 Broadway Avenue, North
                                          Bend, OR 97459.
WALGREENS #13819.......................  1236 NW Garden Valley
                                          Boulevard, Roseburg, OR 97471.
WALGREENS #15239.......................  27 S Coast Highway, Newport, OR
                                          97365.
WALGREENS #15974.......................  43 N Front Street, Central
                                          Point, OR 97502.
Whole Foods Market--Eugene.............  353 E Broadway, Eugene, OR
                                          97401.
WAREMART #153..........................  5450 River Road N, Keizer, OR
                                          97303.
WINCO FOODS #3 PBS.....................  2335 NW Kings Boulevard,
                                          Corvallis, OR 97330.
WINCO FOODS #7 PBS.....................  636 W Harris Street, Eureka, CA
                                          95503.
WINCO FOODS #9 PBS.....................  11250 SE 82nd Avenue, Happy
                                          Valley, OR 97086.
WINCO FOODS #13 PBS....................  1222 NE 102nd Avenue, Portland,
                                          OR 97220.
WINCO FOODS #14 PBS....................  3025 SW Cedar Hills Boulevard,
                                          Beaverton, OR 97005.
WINCO FOODS #15 PBS....................  1950 NE 122nd Avenue, Portland,
                                          OR 97230.
WINCO FOODS #18 PBS....................  1240 Lancaster Drive SE, Salem,
                                          OR 97317.
WINCO FOODS #20 PBS....................  4575 Commerical Street SE,
                                          Salem, OR 97302.
WINCO FOODS #22 PBS....................  9700 NE Highway 99, Vancouver,
                                          WA 98665.
WINCO FOODS #23 PBS....................  7501 SW Dartmouth Street,
                                          Tigard, OR 97223.
WINCO FOODS #28 PBS....................  1500 SW Oak Street, Hillsboro,
                                          OR 97123.
WINCO FOODS #34 PBS....................  1920 Olympic Street,
                                          Springfield, OR 97477.
WINCO FOODS #39 PBS....................  4275 Barger Drive, Eugene, OR
                                          97402.
WINCO FOODS #40 PBS....................  7330 NE Butler Street,
                                          Hillsboro, OR 97124.
WINCO FOODS #41 PBS....................  2585 NE Highway 99W,
                                          McMinnville, OR 97128.
WINCO FOODS #44 PBS....................  251 E Barnett Road, Medford, OR
                                          97501.
WINCO FOODS #47 PBS....................  2511 SE 1st Street, Gresham, OR
                                          97080.
WINCO FOODS #49 PBS....................  905 NE 136th Avenue, Vancouver,
                                          WA 98684.
WINCO FOODS #51 PBS....................  120 Triangle Shopping Center,
                                          Longview, WA 98632.
WINCO FOODS #64 PBS....................  2101 NE Andresen Road,
                                          Vancouver, WA 98661.
WINCO FOODS #72 PBS....................  11310 NE 119th Street,
                                          Vancouver, WA 98662.
WINCO FOODS #132 PBS...................  7979 SE Powell Boulevard,
                                          Portland, OR 97206.
WINCO FOODS #138 PBS...................  231 NE Terry Lane, Grants Pass,
                                          OR 97526.
WINCO FOODS #143 PBS...................  3100 Pacific Blvd. SE, Albany,
                                          OR 97321.
WINCO FOODS #154 PBS...................  19701 Highway 213, Oregon City,
                                          OR 97045.
WinCo Foods #163.......................  2815 Chad Drive, Eugene, OR
                                          97408.
WinCo Foods #172.......................  2757 NW Stewart Parkway,
                                          Roseburg, OR 97471.
WINCO FOODS #38........................  1737 Monmouth Street,
                                          Independence, OR 97351.
WALMART #1880..........................  2051 Newmark Avenue, Coos Bay,
                                          OR 97420.
ALL STAR LIQUOR........................  12559 US Highway 101 N, Smith
                                          River, CA 95567.
BIOFUEL--SEQUENTIAL....................  86714 McVay Highway, Eugene, OR
                                          97405.
BRIDGE COUNTRY STORE...................  51304 Hatfield Road, Myrtle
                                          Point, OR 97458.

[[Page 7662]]

 
Cascade Farm Store.....................  5415 Main Street, Springfield,
                                          OR 97478.
CASEY'S RV PARK........................  46443 Westfir Road, Westfir, OR
                                          97492.
CHEVRON--BAYSHORE......................  600 N Bayshore Drive, Coos Bay,
                                          OR 97420.
Coastal Farm & Ranch...................  7303 Crater Lake Highway, White
                                          City, OR 97503.
DEXTER MARKET..........................  38830 Dexter Road, Dexter, OR
                                          97431.
ENGLUND MARINE.........................  191 Citizens Dock Road,
                                          Crescent City, CA 95531.
FRANZ BAKERY...........................  5923 S 350 W, Murray, UT 84107.
GAT Airline Ground Support.............  28801 Douglas Drive, Eugene, OR
                                          97402.
H & S Stations.........................  900 US Highway 101 N, Crescent
                                          City, CA 95531.
HI-SCHOOL PHARMACY--WALDPORT...........  110 SW Highway 101, Waldport,
                                          OR 97394.
HISTORIC WILSONS MARKET................  90 June Avenue SE, Bandon, OR
                                          97411.
JUNCTION CITY LIQUOR...................  1650 Ivy Street, Junction City,
                                          OR 97448.
LOON LAKE LODGE........................  9011 Loon Lake Road, Reedsport,
                                          OR 97467.
LTI INC MILKY WAY......................  411 Park Hill Lane, Sutherlin,
                                          OR 97479.
MARKET OF CHOICE #9....................  67 W 29th Avenue, Eugene, OR
                                          97405.
MITO SCIENCES..........................  1850 Millrace Drive, Suite 3A,
                                          Eugene, OR 97403.
Oregon Coast RV Park...................  75381 US Highway 101,
                                          Reedsport, OR 97467.
OREGON FREEZE DRY......................  32136 Hooska Avenue, Tangent,
                                          OR 97389.
OSPREY POINT RV RESORT.................  1505 N Lake Road, Lakeside, OR
                                          97449.
PORT O' CALL...........................  155 1st Street SE, Bandon, OR
                                          97411.
RICHARDSON PARK CAMPGROUND.............  25950 Richardson Park Road,
                                          Junction City, OR 97448.
SEA PERCH RV...........................  95480 Highway 101 S, Yachats,
                                          OR 97498.
SO DELICIOUS DAIRY FREE................  1130 Shelley Street,
                                          Springfield, OR 97477.
SPINREEL ATV...........................  67045 Spinreel Road, North
                                          Bend, OR 97459.
TRI PASS SKI CLUB......................  26116 Bangs Road, Junction
                                          City, OR 97448.
Turtle Rock............................  28788 Hunter Creek Loop, Gold
                                          Beach, OR 97444.
WORLD WIDE FLIGHT SERVICES INC.........  Eugene Airport, Eugene, OR
                                          97402.
------------------------------------------------------------------------


                               Schedule 5
------------------------------------------------------------------------
             Customer name                           Address
------------------------------------------------------------------------
A 1 SMOKE SHOP.........................  7200 W Seltice Way, Post Falls,
                                          ID 83854-7785.
Air Show Network.......................  100 N Chennault Avenue,
                                          Fairchild AFB, WA 99011-9467.
BEVERAGE BARN..........................  447 N Bay Street, Post Falls,
                                          ID 83854-6325.
BIG SMOKE..............................  213 W Appleway Avenue, Suite 1,
                                          Coeur d'Alene, ID 83814-9372.
Big Smoke..............................  3134 E Mullan Avenue, Post
                                          Falls, ID 83854-5321.
Big Smoke--Hayden......................  9170 N Hess, Suite #C, Hayden,
                                          ID 83835.
Black Rock Marina......................  10201 W Rockford Bay Road,
                                          Coeur d'Alene, ID 83814-8619.
BOARDWALK MARINA.......................  115 S 2nd Street, Coeur
                                          d'Alene, ID 83814-2738.
Camp Coeur d'Alene.....................  10588 E Wolf Lodge Bay Road,
                                          Coeur d'Alene, ID 83814-5197.
CDA Paving and Concrete Specialties....  6399 W Bedrock Road, Post
                                          Falls, ID 83854.
CEDARS FLOATING RESTAURANT.............  1514 S Marina Drive, Coeur
                                          d'Alene, ID 83814-5849.
Citzen Council for the Arts, Inc.......  17 E Wallace Avenue, Coeur
                                          d'Alene, ID 83816.
Coeur d'Alene Paving...................  2492 W Highway 53, Rathdrum, ID
                                          83858-7566.
Coeur D'Alene Resort...................  115 S 2nd Street, Coeur
                                          d'Alene, ID 83814-2738.
CROSSETTS FOOD MART....................  101 N First Street, Oakesdale,
                                          WA 99158-9675.
DALTON CENEX...........................  5871 N Goverment Way, Dalton
                                          Gardens, ID 83815.
DJ EASY STOP...........................  2694 E Highway 2, Oldtown, ID
                                          83822-9250.
Dock Cash--Taxable.....................  4427 W Industrial Loop, Coeur
                                          d'Alene, ID 83815-6018.
ED'S R&R...............................  84752 State Highway 3, St
                                          Maries, ID 83861.
Eleventh St Dock Owners................  1100 E Lakeshore Drive, Coeur
                                          d'Alene, ID 83814-4918.
FAIRWAY GAS AND GROCERY................  1735 W Kathleen Avenue, Coeur
                                          d'Alene, ID 83815-8404.
FERNWOOD MERCANTILE....................  68 P.O. Box, Saint Maries, ID
                                          83861-0068.
FIGHTING CREEK.........................  12727 W Elder Road, Worley, ID
                                          83876-8642.
Fishers of Men Bait and Tackle.........  22 E Dufort Road, Sagle, ID
                                          83860-9459.
FRONTIER GROCERY.......................  2707 W Seltice Way, Post Falls,
                                          ID 83854-8182.
G & G Riverstop........................  21170 Coeur Dalene River Road,
                                          Wallace, ID 83873-9729.
G2 SECURE STAFF........................  2933 S Flint Road, Spokane, WA
                                          99224-9478.
GOZZER RANCH GOLF......................  6801 S Gozzer Road, Harrison,
                                          ID 83833-6019.
GOZZER RED BARN........................  5945 S Buckrail Road, Harrison,
                                          ID 83833-7896.
Hawaiian Lion Shave Ice................  4427 W Industrial Loop, Coeur
                                          d'Alene, ID 83815-6018.
Hayden Lake Marina.....................  3830 E Hayden Lake Road, Hayden
                                          Lake, ID 83835-8022.
HUTTONS GENERAL STORE..................  17505 S Highway 97, Harrison,
                                          ID 83833-8788.
Idaho Dept of Lands....................  3284 W Industrial Loop, Coeur
                                          d'Alene, ID 83815-6021.
J&E STOP...............................  144 Poplar Street, Clarkia, ID
                                          83812-9601.
JIFF-EE MART...........................  1604 Lincoln Way, Coeur
                                          d'Alene, ID 83814-2423.
LAKE CLUB..............................  4496 S Arrow Point Drive,
                                          Harrison, ID 83833-8675.
Life Net Health NW.....................  611 E 2nd Avenue, Spokane, WA
                                          99202-6010.
Little Diamond KOA.....................  1002 McGowen Road, Newport, WA
                                          99156-9323.
Nashville North........................  6361 W Seltice Way, Post Falls,
                                          ID 83854-4603.

[[Page 7663]]

 
North Idaho Centennial Trail Foundation  105 N 1st Street, #100, Coeur
                                          d'Alene, ID 83814-5759.
NORTH IDAHO FAIR.......................  2437 P.O. Box, Coeur d'Alene,
                                          ID 838162437.
Odie's Bayside Grocery.................  1591 Garfield Bay Road, Sagle,
                                          ID 83860-9412.
Outdoor Pursuits.......................  5945 S Buckrail Road, Harrison,
                                          ID 83833-7896.
Panhandle Kiwanis Club.................  3014 P.O. Box, Coeur d'Alene,
                                          ID 83816-3014.
PANHANDLE YACHT CLUB...................  19185 S Highway 97, Harrison,
                                          ID 83833-8714.
PECK & PECK EXCAVATING.................  3386 N Highway 41, Post Falls,
                                          ID 83854-5897.
Pilgrims Market........................  1316 N 4th Street, Coeur
                                          d'Alene, ID 8381-43220.
Plummer Quick Stop.....................  300 10th Street, Plummer, ID
                                          83851-8501.
POTLATCH LUMBER........................  2200 Railroad Avenue, Saint
                                          Maries, ID 83861-2240.
ROSE LAKE GENERAL STORE................  11235 S Highway 3, Cataldo, ID
                                          83810-9685.
SILVER BEACH MARINA....................  4316 E Coeur D Alene Lake
                                          Drive, Coeur d'Alene, ID 83814-
                                          7772.
SMART FOODSERVICE #573.................  7630 N Division Street,
                                          Spokane, WA 99208-5614.
SMOKES AND SUDS........................  6848 N Government Way, Dalton
                                          Gardens, ID 83815-7798.
SS Spokane LLC.........................  4417 W Wellesley Avenue,
                                          Spokane, WA 99205-1972.
TOUCH OF COUNTRY.......................  18111 S Molter Road, Rockford,
                                          WA 99030-9766.
Trego/Dungan Aviation of Grand Island,   9000 W Airport Drive, Spokane,
 Inc..                                    WA 99224-9437.
TRIBAL CHEVRON.........................  Highway 95, Worley, ID 83876.
Wolf Lodge Campground..................  12329 E Frontage Road, Coeur
                                          d'Alene, ID 83814-5269.
YACHT CLUB SALES.......................  1000 S Marina Dr Blackwell Isl,
                                          Coeur d'Alene, ID 83815.
ALBERTSONS #206........................  9001 N Indian Trail Road,
                                          Spokane, WA 99208-9116.
ALBERTSONS #241........................  400 Bridge Street, Clarkston,
                                          WA 99403-1931.
ALBERTSONS #254........................  161 W Prairie Avenue, Hayden,
                                          ID 83835-8284.
ALBERTSONS #258........................  13606 E 32nd Avenue, Spokane
                                          Valley, WA 99216-0113.
ALBERTSONS #265........................  6520 N Nevada Street, Spokane,
                                          WA 99208-5100.
ALBERTSONS #2248.......................  1304 N Liberty Lake Road,
                                          Liberty Lake, WA 99019-8523.
SAFEWAY #251...........................  1208 Morgan Street, Davenport,
                                          WA 99122-9503.
SAFEWAY #337...........................  10 West Colville Avenue,
                                          Chewelah, WA 99109.
SAFEWAY #342...........................  1616 West Northwest Boulevard,
                                          Spokane, WA 99205.
SAFEWAY #383...........................  1320 S Blaine Street, Moscow,
                                          ID 83843-3971.
SAFEWAY #385...........................  391 N Main Street, Colville, WA
                                          99114-2309.
SAFEWAY #1159..........................  121 W Walnut Street, Newport,
                                          WA 99156-9030.
SAFEWAY #1242..........................  2509 E 29th Avenue, Spokane, WA
                                          99223-4803.
SAFEWAY #1299..........................  10100 N Newport Highway,
                                          Spokane, WA 99218-1369.
SAFEWAY #1470..........................  121 W Neider Avenue, Coeur
                                          d'Alene, ID 83815-9300.
SAFEWAY #1473..........................  14020 E Sprague Avenue, Spokane
                                          Valley, WA 99216-2125.
SAFEWAY #1494..........................  2507 W Wellesley Avenue,
                                          Spokane, WA 99205-5007.
SAFEWAY #1740..........................  2710 1st Street, Cheney, WA
                                          99004-2032.
SAFEWAY #1799..........................  3919 N Market Street, Spokane,
                                          WA 99207-5813.
SAFEWAY #2639..........................  430 SE Bishop Boulevard,
                                          Pullman, WA 99163-5503.
SAFEWAY #3248..........................  902 W Francis Avenue, Spokane,
                                          WA 99205-6513.
SAFEWAY #3255..........................  933 E Mission Avenue, Spokane,
                                          WA 99202-1923.
AMERICAN AIRLINES GEG..................  Spokane National Airport,
                                          Spokane, WA 99224.
BI-MART #674...........................  2221 1st Street, Cheney, WA
                                          99004-2049.
BI-MART #678...........................  1589 P.O. Box, Deer Park, WA
                                          99006-1589.
Cabela's #425--Post Falls..............  101 N Cabela Way, Post Falls,
                                          ID 83854-6522.
Levy Restaurants--Spokane Pavilion/SPAV  574 West N Howard Street,
                                          Spokane, WA 99201.
Levy@Spokane Arena.....................  720 W Mallon Avenue, Spokane,
                                          WA 99201-2134.
LEVY@ONE SPOKANE STADIUM...............  501 W Gardener Avenue, Spokane,
                                          WA 99201.
DOLLAR GENERAL #23351..................  78 Sagle Road, Sagle, ID 83860-
                                          8253.
DOLLAR GENERAL #23769..................  279 State Highway 57, Priest
                                          River, ID 83856.
DOLLAR GENERAL #30343..................  6003 Highway 291, #B, Nine Mile
                                          Falls, WA 99026-9565.
Delta Airlines GEG.....................  9000 W Airport Drive, Spokane,
                                          WA 99224-9437.
DOLLAR TREE #2477......................  740 N Cecil Road, #13, Post
                                          Falls, ID 83854-5322.
DOLLAR TREE #5453......................  821 S Main Street, Suite N,
                                          Deer Park, WA 99006-8234.
DOLLAR TREE #6384......................  16484 N Highway 41, Rathdrum,
                                          ID 83858-6888.
DOLLAR TREE #8503......................  167 E Commerce Drive,
                                          Smelterville, ID 83868.
FELD ENTERTAINMENT INC.................  720 W Mallon Avenue, Spokane,
                                          WA 99201-2134.
FAMILY DOLLAR FD BOX #12593............  317 E Seltice Way, Post Falls,
                                          ID 83854-7988.
FAMILY DOLLAR FD BOX #12659............  396 Selkirk Way, Oldtown, ID
                                          83822.
FAMILY DOLLAR FD BOX #12955............  452 1st Street, Davenport, WA
                                          99122.
FAMILY DOLLAR FD BOX #13102............  6053 W Van Buren Street, Spirit
                                          Lake, ID 83869.
CDA GROCERY OUTLET.....................  410 W Neider Avenue, Coeur
                                          d'Alene, ID 83815-6078.
Grocery Outlet #310....................  10831 W Sr2 Highway, Airway
                                          Heights, WA 99001.
Grocery Outlet #572....................  2588 N Highway 41, Post Falls,
                                          ID 83854-6829.
Home Depot #4714.......................  5617 E Sprague Avenue, Spokane
                                          Valley, WA 99212-0826.
Home Depot #4719.......................  9116 N Newport Highway,
                                          Spokane, WA 99218-1212.
Love's Travel Stop #0301...............  4208 W Expo Parkway, Post
                                          Falls, ID 83854-7323.
MAVERIK #491...........................  6415 N Ramsey Road, Coeur
                                          d'Alene, ID 83815-8400.
Maverik #519...........................  425 W Hayden Avenue, Hayden, ID
                                          83835-8104.
Maverik #607...........................  5992 W Pointe Parkway, Post
                                          Falls, ID 83854.
Maverik #614...........................  5525 N Government Way, Coeur
                                          d'Alene, ID 83815-9259.

[[Page 7664]]

 
Maverik #629...........................  847 N Highway 41, Post Falls,
                                          ID 83854-7893.
Flying J Travel Center #639............  3636 W 5th Avenue, Post Falls,
                                          ID 83854-7420.
RITE AID #5303.........................  810 E 29th Avenue, Spokane, WA
                                          99203-3219.
RITE AID #5304.........................  2215 W Wellesley Avenue, Suite
                                          A, Spokane, WA 99205-5000.
RITE AID #5305.........................  12222 E Sprague Avenue, Spokane
                                          Valley, WA 99206-5151.
RITE AID #5307.........................  5840 N Division Street,
                                          Spokane, WA 99208-1207.
RITE AID #5309.........................  1443 N Argonne Road, Spokane
                                          Valley, WA 99212-2685.
RITE AID #5311.........................  12420 N Division Street,
                                          Spokane, WA 99218-1930.
RITE AID #5312.........................  2929 E 29th Avenue Wa, Spokane,
                                          WA 99223.
RITE AID #5313.........................  4514 S Regal Street, Spokane,
                                          WA 99223-7937.
RITE AID #5420.........................  208 W Ironwood Drive, Coeur
                                          d'Alene, ID 83814-2640.
RITE AID #6200.........................  43 W Prairie Shopping Center,
                                          Hayden, ID 83835-9854.
RITE AID #6553.........................  9007 N Indian Trail Road,
                                          Spokane, WA 99208-9116.
7-11 #42405............................  4093 E Poleline Avenue, Post
                                          Falls, ID 83854-6996.
7-11 #18256............................  924 E Empire Avenue, Spokane,
                                          WA 99207-3014.
7-11 #20522............................  2122 N Pines Road, Spokane
                                          Valley, WA 99206-4719.
7-11 #23781............................  650 N Idaho Street, Post Falls,
                                          ID 83854-8669.
S&S PETROLEUM TESORO #62133............  2301 E Sherman Avenue, Coeur
                                          d'Alene, ID 83814-5337.
S&S PETROLEUM TESORO #62135............  14704 E Sprague Avenue, Spokane
                                          Valley, WA 99216-2256.
S&S PETROLEUM TESORO #62136............  13819 E Trent Avenue, Spokane
                                          Valley, WA 99216-2230.
S&S PETROLEUM TESORO #62138............  6021 E Trent Avenue, Spokane
                                          Valley, WA 99212-1213.
S&S PETROLEUM TESORO #62149............  901 East Sharp Avenue, Spokane,
                                          WA 99202.
S&S PETROLEUM TESORO #62152............  82 E Highway, Oldtown, ID
                                          83822.
S&S PETROLEUM TESORO #62166............  228 S Thor Street, Spokane, WA
                                          99202-4954.
S&S PETROLEUM TESORO #62500............  8901 N Indian Trail Road,
                                          Spokane, WA 99208-9157.
S&S PETROLEUM TESORO #62503............  198 W Ironwood Drive, Coeur
                                          d'Alene, ID 83814-2693.
S&S PETROLEUM TESORO #62510............  6616 N Nevada Street, Spokane,
                                          WA 99208-5102.
TARGET #636............................  9770 N Newport Highway,
                                          Spokane, WA 99218-1249.
TARGET #679............................  315 W Canfield Avenue, Coeur
                                          d'Alene, ID 83815-7750.
TARGET #2857...........................  4915 S Regal Street, Spokane,
                                          WA 99223-7633.
TOTAL WINE & MORE #1403................  9980 N Newport Highway,
                                          Spokane, WA 99218-1368.
TOTAL WINE & MORE #1408................  13802 E Indiana Avenue, Spokane
                                          Valley, WA 99216-5086.
Chef'Store Cash and Carry Food Mart....  208 E Appleway Avenue, Coeur
                                          d'Alene, ID 83814-3724.
NATURAL GROCERS........................  4603 N Division Street,
                                          Spokane, WA 99207-1529.
WALGREENS #1993........................  12312 E Sprague Avenue, Spokane
                                          Valley, WA 99216-0720.
WALGREENS #2205........................  12315 N Division Street,
                                          Spokane, WA 99218-1951.
WALGREENS #5817........................  1708 W Northwest Boulevard,
                                          Spokane, WA 99205-3600.
WALGREENS #5818........................  2105 E Wellesley Avenue,
                                          Spokane, WA 99207-4271.
WALGREENS #5913........................  7905 N Division Street,
                                          Spokane, WA 99208-5633.
WALGREENS #5914........................  15510 E Sprague Avenue, Spokane
                                          Valley, WA 99037-8945.
WALGREENS #6863........................  335 W Appleway Avenue, Coeur
                                          d'Alene, ID 83814-9306.
WALGREENS #7034........................  12 E Empire Avenue, Spokane, WA
                                          99207-1706.
WALGREENS #7846........................  2702 N Argonne Road, Spokane,
                                          WA 99212-2305.
WALGREENS #7949........................  706 E Seltice Way, Post Falls,
                                          ID 83854-8674.
WALGREENS #10314.......................  260 W Honeysuckle Avenue,
                                          Hayden, ID 83835-9270.
WALGREENS #10788.......................  1502 N Liberty Lake Road,
                                          Liberty Lake, WA 99019-8631.
WALGREENS #10946.......................  2830 S Grand Boulevard,
                                          Spokane, WA 99203-2528.
WINCO FOODS #29 PBS....................  1700 W Pullman Road, Moscow, ID
                                          83843.
WINCO FOODS #68 PBS....................  9257 N Nevada Street, Spokane,
                                          WA 99218-5023.
WINCO FOODS #70 PBS....................  9718 E Sprague Avenue, Spokane
                                          Valley, WA 99206-3621.
WINCO FOODS #101 PBS...................  1485 W Appleway Avenue, Coeur
                                          d'Alene, ID 83814-9357.
WINCO FOODS #128 PBS...................  2001 17th Street, Lewiston, ID
                                          83501-4006.
WALMART #1870..........................  1690 SE Harvest Drive, Pullman,
                                          WA 99163-6000.
WALMART #2006..........................  306 5th Street, Clarkston, WA
                                          99403-1860.
WALMART #2485..........................  476999 Highway 95, Ponderay, ID
                                          83852-9738.
WALMART #2539..........................  15727 East Broadway, Spokane,
                                          WA 99037.
WALMART #2549..........................  9212 N Colton Street, Spokane,
                                          WA 99218-1284.
WALMART #2865..........................  2301 W Wellesley Avenue,
                                          Spokane, WA 99205-5004.
WALMART #3472..........................  3050 E Mullan Avenue, Post
                                          Falls, ID 83854-8939.
WALMART #3511..........................  550 W Honeysuckle Avenue,
                                          Hayden, ID 83835-6042.
WALMART #4249..........................  583 Commerce Drive,
                                          Smelterville, ID 83868.
WALMART #4394..........................  1221 S Hayford Road, Spokane,
                                          WA 99224-7023.
WALMART #4395..........................  6405 W Pointe Parkway, Post
                                          Falls, ID 83854-6948.
WALMART #5869..........................  2470 W Pullman Road, Moscow, ID
                                          83843-4034.
WALMART #5883..........................  5025 E Sprague, Spokane, WA
                                          99256-0001.
Walmart Supercenter #1947..............  902 Engh Road, Omak, WA 98841-
                                          9473.
U.S. Forest Service department of        11569 N Airport Road, Hayden
 Agriculture.                             Lake, ID 83835-5035.
US Forest Service--ID National           3260 W Nursery Road, Coeur
 Panhandle Forest.                        d'Alene, ID 83815-8420.
96th St. Smoke & Beer..................  2015 S 96th Street, Suite 2,
                                          Tacoma, WA 98444-1774.
A's WINE & SPIRITS.....................  6820 19th Street W, University
                                          Place, WA 98466-5528.
ALLENTOWN SUPERETTE....................  12404 42nd Avenue S, Tukwila,
                                          WA 98168-2526.
ARCO--TG CNI, LLC......................  17200 140th Avenue SE, Renton,
                                          WA 98058-7014.

[[Page 7665]]

 
Arco Am Pm.............................  31855 Pacific Highway S,
                                          Federal Way, WA 98003-5409.
Arco Gas Station.......................  305 A Street SE, Auburn, WA
                                          98002-5428.
Barney & Al Chevron....................  1649 Bellevue Way SE, Bellevue,
                                          WA 98004-7112.
BELLEVUE WAY CHEVRON...................  2626 Bellevue Way NE, Bellevue,
                                          WA 98004-2209.
BLACK BEAR OUTPOST.....................  16114 Pacific Avenue S,
                                          Spanaway, WA 98387-8261.
Blue Max Meats.........................  29304 State Route 410 E,
                                          Buckley, WA 98321-9424.
Boise Creek Trading Post...............  46918 244th Avenue SE,
                                          Enumclaw, WA 98022-8470.
Brightview Landscapes..................  5524 66th Avenue E, Puyallup,
                                          WA 98371-3718.
BROWN BEAR CAR WASH #1031..............  3724 Factoria Boulevard SE,
                                          Bellevue, WA 98006-6130.
BROWN BEAR CAR WASH #1043..............  34017 Hoyt Road SW, Federal
                                          Way, WA 98023-3208.
Brownsville Mart.......................  9730 Brownsville Highway NE,
                                          Bremerton, WA 98311-9304.
CAMPEON MARKET CORP--FEDERAL WAY.......  31009 Pacific Highway S,
                                          Federal Way, WA 98003-4903.
CANYON ROAD GAS&DELI...................  16105 Canyon Road E, Puyallup,
                                          WA 98375-7539.
CENTER STREET CHEVRON..................  4814 Center Street, Tacoma, WA
                                          98409-2320.
CHAMBERS BAY GOLF......................  6320 Grandview Drive W,
                                          University Place, WA 98467-
                                          1060.
CHEAP SMOKE & GROCERY..................  8203 South Tacoma Way,
                                          Lakewood, WA 98499-4535.
Chevron................................  1692 Lake Tapps Parkway SE,
                                          Auburn, WA 98092-8377.
Chevron................................  34727 Pacific Highway S,
                                          Federal Way, WA 98003-6868.
Chevron--301 S Grady...................  301 S Grady Way, Renton, WA
                                          98057-3205.
Chevron--1712 S 356th..................  1712 S 356th Street, Federal
                                          Way, WA 98003-8304.
Chevron--10715 SE 240..................  10715 SE 240th Street, Kent, WA
                                          98031-5380.
Chevron--19923 International...........  19923 International Boulevard,
                                          Seatac, WA 98188-5417.
Chevron--27121 Military RD.............  27121 Military Road S, Kent, WA
                                          98032-7007.
Chevron--31204 Federal Way.............  31204 Pacific Highway S,
                                          Federal Way, WA 98003-5402.
DASHPOINT ARCO.........................  1600 SW 312th Street, Federal
                                          Way, WA 98023-4407.
Dashpoint Chevron......................  1650 SW Dash Point Road,
                                          Federal Way, WA 98023-4530.
DES MOINES MARINA......................  22307 Dock Avenue S, Des
                                          Moines, WA 98198-4627.
Des Moines Market......................  820 S Kent Des Moines Road, Des
                                          Moines, WA 98198-8101.
Dolce Vita Coffee......................  6524 NE 181st Street, #12,
                                          Kenmore, WA 98028-4851.
FOSS HARBOR MARINA.....................  821 Dock Street, Tacoma, WA
                                          98402-4612.
Gravelly Lake 76.......................  13101 Gravelly Lake Drive SW,
                                          Lakewood, WA 98499-1467.
GREEN APPLE EVENTS AND CATERIN.........  14828 NE 95th Street, Redmond,
                                          WA 98052-2541.
H MART.................................  31217 Pacific Highway S,
                                          Federal Way, WA 98003-5401.
H MART.................................  8720 South Tacoma Way,
                                          Lakewood, WA 98499-4545.
HADLOCK GAS MART.......................  1100 Ness Corner Road, Port
                                          Hadlock, WA 98339-9443.
Hoquiam liquor store...................  2614 Simpson Avenue, Hoquiam,
                                          WA 98550-2929.
HUNGRY BEAR MARKET #1052...............  406 High School Road NE,
                                          Bainbridge Island, WA 98110-
                                          1625.
Java Java Coffee Co. Inc...............  15220 SE 272nd Street, Kent, WA
                                          98042-4241.
Jim's Deli.............................  9318 S Steele Street, Suite 1,
                                          Tacoma, WA 98444-6887.
King County Light Rail.................  3407 Airport Way S, Seattle, WA
                                          98134-2119.
Kona Ice of Lakewood...................  1529 Mounts Road SW, DuPont, WA
                                          98327.
LAKE TAPPS MINI MART (TEXACO)..........  18215 9th Street E, Lake Tapps,
                                          WA 98391-6530.
LIFE NET HEALTH NW TISSUE SVCS.........  501 SW 39th St, Renton, WA
                                          980574968.
LUCKY 5................................  8856 35th Avenue SW, Seattle,
                                          WA 98126-3606.
Lucky Devil Latte......................  623 Central Avenue S, Kent, WA
                                          98032-6110.
MAGNOLIA 76............................  2120 W Emerson Place, Seattle,
                                          WA 98199-1256.
Main Ave 76............................  1504 E Main, Puyallup, WA 98372-
                                          3140.
MERCER ISLAND CHEVRON..................  7655 Sunset Highway, Mercer
                                          Island, WA 98040-2824.
MEYDENBAUER BAY YACHT CLUB.............  9927 Meydenbauer Way SE,
                                          Bellevue, WA 98004-6028.
MILGARD................................  965 54th Avenue E, Fife, WA
                                          98424-2729.
MLK CHEVRON............................  6600 Martin Luther King Jr. Way
                                          S, Seattle, WA 98118-3261.
MR MART................................  1504 E Main, Puyallup, WA 98372-
                                          3140.
NARROWS MARINA BAIT & TACKLE...........  9007 S 19th Street, Suite 100,
                                          Tacoma, WA 98466-1819.
NISQUALLY MARKET.......................  11741 Pacific Highway SW,
                                          Lakewood, WA 98499-5176.
NOAH'S GROCERY.........................  4700 50th Avenue S, Seattle, WA
                                          98118-1838.
Nordland General Store.................  7180 Flagler Road, Nordland, WA
                                          98358-9800.
OLYMPIC GROCERY & DELI.................  6601 South Tacoma Way, Tacoma,
                                          WA 98409-4024.
OLYMPIC SCIENTIFIC.....................  4246 24th Avenue W, Seattle, WA
                                          98199-1216.
ONE TIME SPECIAL EVENTS................  Unknown, Seattle, WA 98105.
PARK AVE FOODS.........................  7214 S Park Avenue, Tacoma, WA
                                          98408-5414.
Pete's Market..........................  58 E Lynn Street, Seattle, WA
                                          98102-3421.
PLATEAU SHELL..........................  22631 NE Inglewood Hill Road,
                                          Sammamish, WA 98074-7105.
PORT LUDLOW MARINA.....................  1 Gull Drive, Port Ludlow, WA
                                          98365-9215.
Port Ludlow Village Market.............  40 Village Way, Port Ludlow, WA
                                          98365-9762.
PORT OF KINGSTON.......................  25864 Washington Boulevard NE,
                                          Kingston, WA 98346.
PREMIER PETROLEUM LLC..................  4580 Fauntleroy Way SW,
                                          Seattle, WA 98126-2740.
QUILCENE VILLAGE STORE.................  294235 US Highway 101,
                                          Quilcene, WA 98376-9766.
River Road Food Mart...................  1720 River Road, Puyallup, WA
                                          98371-3879.
ROSE HILL CAR WASH.....................  12520 NE 85th Street, Kirkland,
                                          WA 98033-8047.
Ross Park Convenience Store............  4404 3rd Avenue NW, Seattle, WA
                                          98107-4402.
ROTARY GROCERY.........................  1503 B Pike Place, Seattle, WA
                                          98101-1526.
ROXBURY 76.............................  2851 SW Roxbury Street,
                                          Seattle, WA 98126-4148.

[[Page 7666]]

 
S&S QUICK STOP.........................  603 112th Street S, Tacoma, WA
                                          98444-5625.
SCHWARTZ BROTHERS BAKERY--REN..........  1010 SW 34th Street, Renton, WA
                                          98057-4813.
SEATTLE SUPER MARKET...................  4801 Beacon Avenue S, Seattle,
                                          WA 98108-1502.
Sedgwick One stop......................  1701 SE Sedgwick Road, Port
                                          Orchard, WA 98366-9598.
SHAW ROAD FOOD MART....................  12714 122nd Street E, Puyallup,
                                          WA 98374-2343.
South Hill Pitstop Express.............  801 S Hill Park Drive,
                                          Puyallup, WA 98373-1432.
Stop by Corner.........................  14857 Tukwila International
                                          Boulevard, Tukwila, WA 98168-
                                          4328.
Storyville Coffee......................  9459 Coppertop Loop NE,
                                          Bainbridge Island, WA 98110-
                                          3647.
SUNSET BEACH GROCERY & DELI............  17151 E Highway 106, Belfair,
                                          WA 98528.
SUPER 24 FOODS STORE...................  6402 Lake Washington Boulevard
                                          NE, Kirkland, WA 98033-6818.
TIKI CAR WASH/CHEVRON..................  11909 NE 8th Street, Bellevue,
                                          WA 98005-3023.
Valley Gas & Car Wash..................  204 Valley Avenue NE, Puyallup,
                                          WA 98372-2501.
WALT'S LYNNWOOD CTR MARKET.............  4759 Lynwood Center Road NE,
                                          Bainbridge Island, WA 98110-
                                          3242.
Wauna Liquor...........................  11717 State Route 302 NW, Gig
                                          Harbor, WA 98329-7223.
WEST LAKE DELI/DELI EXPRESSO...........  2132 Westlake Avenue N,
                                          Seattle, WA 98109-2404.
WESTGATE SHELL MINI MART...............  660 Edmonds Way, Edmonds, WA
                                          98020-4690.
YARROW BAY MARINA......................  5207 Lake Washington Boulevard
                                          NE, Kirkland, WA 98033-7321.
ZIP MARKET/TEXACO......................  10645 16th Avenue SW, Seattle,
                                          WA 98146-2077.
SAFEWAY #496...........................  15000 NE 24th Street, Redmond,
                                          WA 98052-5531.
SAFEWAY #544...........................  21301 Highway 410, Bonney Lake,
                                          WA 98391.
SAFEWAY #555...........................  630 228th Avenue NE, Sammamish,
                                          WA 98074-7241.
SAFEWAY #558...........................  6911 Coal Creek Parkway SE,
                                          Newcastle, WA 98059-3136.
SAFEWAY #792...........................  17023 SE 272nd Street,
                                          Covington, WA 98042-4948.
SAFEWAY #1186..........................  27035 Pacific Highway S, Des
                                          Moines, WA 98198-9250.
SAFEWAY #1528..........................  460 SW Mt Si Boulevard, North
                                          Bend, WA 98045-8291.
SAFEWAY #1966..........................  13101 SE Kent Kangley Road,
                                          Kent, WA 98030-7915.
SAFEWAY #2932 FC.......................  4115 SW Admiral Way, Seattle,
                                          WA 98116-2517.
SAFEWAY #4616 C-STORE..................  3205 Harrison Avenue NW,
                                          Olympia, WA 98502-8704.
SAFEWAY FUEL #4608.....................  2611 E Sims Way, Port Townsend,
                                          WA 98368-4617.
AM/PM #5445--SEATTLE...................  665 23rd Avenue, Seattle, WA
                                          98122-6000.
BI-MART #684...........................  310 Myrtle Street, Aberdeen, WA
                                          98520-4416.
BI-MART #687...........................  1353 Olney Avenue SE, Port
                                          Orchard, WA 98366-4044.
COSTCO #6..............................  400 Costco Drive, Suite 150,
                                          Tukwila, WA 98188-4808.
COSTCO #639............................  955 W Washington Street,
                                          Sequim, WA 98382-3266.
Levy Restaurants--Century Link.........  800 Occidental Avenue S,
                                          Seattle, WA 98134-1200.
Circle K #2655214......................  3727 Factoria Boulevard SE,
                                          Bellevue, WA 98006-6131.
CENTERPLATE@SAFECO FIELD...............  First Ave S&S Atlantic Street,
                                          Seattle, WA 98134.
DoorDash--SEA-1........................  2235 5th Avenue, Seattle, WA
                                          98121-1807.
DoorDash Seattle 2.....................  3701 S Cedar Street, Tacoma, WA
                                          98409-5732.
DoorDash--BLV-1........................  1015 Andover Park E, Tukwila,
                                          WA 98188-7615.
DOLLAR GENERAL #20961..................  198 N Summit Road, McCleary, WA
                                          98557-9506.
DOLLAR GENERAL #25850..................  105 Solki Road, Aberdeen, WA
                                          98520-8842.
Delta Airlines SEA.....................  18627 28th Avenue S, Seatac, WA
                                          98158-1302.
Extra Mile #380309.....................  27121 Military Road S, Kent, WA
                                          98032-7007.
FELD ENTERTAINMENT INC.................  2727 E D Street, Tacoma, WA
                                          98421-1216.
Grocery Outlet #354....................  6625 132nd Avenue NE, Kirkland,
                                          WA 98033-8627.
GROCERY OUTLET #537....................  10 Eagle Drive, Elma, WA 98541-
                                          9161.
GROCERY OUTLET-#189 (TACOMA)...........  3510 S 56th Street, Tacoma, WA
                                          98409-4206.
MONSTER ENERGY SHURGARD STORA..........  3270 B Street NW, Suite C,
                                          Auburn, WA 98001-1706.
Mission Foods (Gruma USA)..............  6611 Valley Avenue E, Fife, WA
                                          98424-2250.
NEX Bremerton MM Jackson...............  5885 Chinook Pass Street,
                                          Bremerton, WA 98312-1975.
Pilot Flying J #1169...................  2725 93rd Avenue SW, Tumwater,
                                          WA 98512-9132.
Pilot PE #1173.........................  1440 Puyallup Avenue, Tacoma,
                                          WA 98421-2327.
Pilot Travel Center #151...............  2430 93rd Avenue SW, Tumwater,
                                          WA 98512-1027.
RITE AID #5215.........................  301 High School Road NE,
                                          Bainbridge Island, WA 98110-
                                          1608.
RITE AID #5217.........................  9000 Rainier Avenue S, Seattle,
                                          WA 98118-5017.
RITE AID #5254.........................  4117 Kitsap Way, Bremerton, WA
                                          98312-2449.
RITE AID #5260.........................  3282 Bethel Road SE, Port
                                          Orchard, WA 98366-5603.
RITE AID #5265.........................  520 W Washington Street,
                                          Sequim, WA 98382-3279.
RITE AID #6462.........................  27000 Miller Bay Road NE,
                                          Kingston, WA 98346-9371.
SAFEWAY #3613 FC.......................  34812 SE Douglas Street,
                                          Snoqualmie, WA 98065-9220.
7-11 #22261............................  201 Lincoln Street, Hoquiam, WA
                                          98550-1836.
7-11 #22762............................  5801 Olympic Highway, Aberdeen,
                                          WA 98520-8862.
7-11 #23020............................  1522 E Madison Street, Seattle,
                                          WA 98122-4014.
7-11 #23228............................  31006 Pacific Highway S,
                                          Federal Way, WA 98003-4983.
7-11 #38727............................  9902 200th Avenue E, Bonney
                                          Lake, WA 98391.
7-11 #38862............................  100 Ellingson Road, Pacific, WA
                                          98047.
7-11 #41705............................  8901 Bridgeport Way SW,
                                          Lakewood, WA 98499-2431.
7-11 #41884............................  4044 Pacific Avenue SE, Lacey,
                                          WA 98503-1111.
7-11 #42046............................  1501 Auburn Way N, Auburn, WA
                                          98002-3307.
7-11 #42047............................  17519 Pacific Avenue S,
                                          Spanaway, WA 98387-8208.
7-11 #42048............................  34727 Pacific Highway S,
                                          Federal Way, WA 98003.

[[Page 7667]]

 
7-11 #42243............................  19011 141st Street Ct E, Bonner
                                          Lake, WA 98391.
7-Eleven #38557........................  5516 E Portland Avenue, Tacoma,
                                          WA 98404-4533.
7-11 #14436............................  4312 SW Admiral Way, Seattle,
                                          WA 98116-2423.
7-11 #14438............................  11065 8th Avenue S, Seattle, WA
                                          98168-1507.
7-11 #14441............................  11505 SE 168th Street, Renton,
                                          WA 98055-5931.
7-11 #18563............................  7727 Custer Road W, Lakewood,
                                          WA 98499-8398.
7-11 #18653............................  6125 Pacific Avenue SE, Lacey,
                                          WA 98503-1357.
7-11 #18863............................  9923 Gravelly Lake Drive SW,
                                          Lakewood, WA 98499-1705.
7-11 #19614............................  12701 Meridian E, Puyallup, WA
                                          98373-3411.
7-11 #20471............................  13456 1st Avenue S, Burien, WA
                                          98168-2625.
7-11 #22417............................  411 S Boone Street, Aberdeen,
                                          WA 98520-8508.
7-11 #22561............................  3280 SW Avalon Way, Seattle, WA
                                          98126-2607.
7-11 #22671............................  711 Washington Avenue N, Kent,
                                          WA 98032-2917.
7-11 #22892............................  941 S Meridian, Puyallup, WA
                                          98371-6908.
7-11 #22984............................  3702 Auburn Way N, Auburn, WA
                                          98002-1320.
7-11 #23109............................  362 Denny Way, Seattle, WA
                                          98109-4912.
7-11 #23525............................  12848 Martin Luther King Jr Way
                                          S, Seattle, WA 98178-3512.
7-11 #23931 MKT #2360..................  11657 Des Moines Memorial Drive
                                          S, Burien, WA 98168-1227.
7-11 #23938............................  4026 A Street SE, Auburn, WA
                                          98002-8642.
7-11 #24379............................  904 E Market Street, Aberdeen,
                                          WA 98520-2842.
7-11 #24449............................  10649 108th Avenue SW, Tacoma,
                                          WA 98498-1576.
7-11 #25125............................  3500 Wheaton Way, Bremerton, WA
                                          98310-3531.
7-11 #25983............................  3541 Martin Way E, Olympia, WA
                                          98506-5049.
7-11 #26153............................  817 Meridian E, Milton, WA
                                          98354-7013.
7-11 #26268............................  28719 Military Road S, Federal
                                          Way, WA 98003-3332.
7-11 #26544............................  304 N 36th Street, Seattle, WA
                                          98103-8632.
7-11 #26818............................  19023 International Boulevard,
                                          Seatac, WA 98188-5207.
7-11 #26857............................  3115 6th Avenue, Tacoma, WA
                                          98406-6216.
7-11 #26939............................  2429 Harbor Avenue SW, Seattle,
                                          WA 98126-2133.
7-11 #27030............................  680 Strander Boulevard,
                                          Tukwila, WA 98188-2923.
7-11 #27283............................  820 S Kent Des Moines Road, Des
                                          Moines, WA 98198-8101.
7-11 #27288............................  6815 196th Street SW, Lynnwood,
                                          WA 98036-5074.
7-11 #27742............................  20008 International Boulevard,
                                          Seatac, WA 98198-5701.
7-11 #29078............................  101 NE 50th Street, Seattle, WA
                                          98105-4823.
7-11 #29989............................  15202 Meridian E, Puyallup, WA
                                          98375-9511.
7-11 #32308............................  1901 S Trafton Street, Tacoma,
                                          WA 98405-2823.
7-11 #32672............................  3001 S Meridian, Puyallup, WA
                                          98373-1464.
7-11 #34144............................  18012 68th Avenue S, Kent, WA
                                          98032-1020.
7-11 #34475............................  9200 35th Avenue SW, Seattle,
                                          WA 98126-3823.
7-11 #34587............................  5006 Center Street, Tacoma, WA
                                          98409-2314.
7-11 #34690............................  9671 Silverdale Way NW,
                                          Silverdale, WA 98383-9443.
7-11 #34691............................  1107 N Callow Avenue,
                                          Bremerton, WA 98312-3053.
7-11 #35011............................  2631 S 38th Street, Tacoma, WA
                                          98409-7355.
7-11 #35274............................  3922 E Portland Avenue, Tacoma,
                                          WA 98404-4621.
7-11 #35333............................  1602 A Street SE, Auburn, WA
                                          98002-6620.
7-11 #14354............................  16506 5th Avenue NE, Shoreline,
                                          WA 98155-5002.
7-11 #14355............................  9126 Roosevelt Way NE, Seattle,
                                          WA 98115-2840.
7-11 #14360............................  3200 NW 54th Street, Seattle,
                                          WA 98107-3308.
7-11 #14392............................  9 Nickerson Street, Seattle, WA
                                          98109-1619.
7-11 #14418............................  15521 Bellevue Redmond Road,
                                          Bellevue, WA 98007.
7-11 #14439............................  34041 Military Road S, Auburn,
                                          WA 98001-9733.
7-11 #14442............................  202 N I Street, Tacoma, WA
                                          98403-1926.
7-11 #14443............................  14462 34th Avenue S, Tukwila,
                                          WA 98168-4302.
7-11 #14463............................  9041 Delridge Way SW, Seattle,
                                          WA 98106-2335.
7-11 #14470............................  1600 SW Holden Street, Seattle,
                                          WA 98106-1879.
7-11 #14481............................  1539 21st Street SE, Auburn, WA
                                          98002-7869.
7-11 #15525............................  3120 S 176th Street, Seatac, WA
                                          98188-4006.
7-11 #15970............................  17410 Pacific Avenue S,
                                          Spanaway, WA 98387-8263.
7-11 #16318............................  13723 Pacific Avenue S, Tacoma,
                                          WA 98444-4745.
7-11 #16365............................  6111 24th Avenue NW, Seattle,
                                          WA 98107-3211.
7-11 #16547............................  4812 Erskine Way SW, Seattle,
                                          WA 98116-4425.
7-11 #16686............................  9117 South Tacoma Way,
                                          Lakewood, WA 98499-4443.
7-11 #17355............................  15 148th Avenue NE, Bellevue,
                                          WA 98007-4942.
7-11 #17486............................  12702 Renton Avenue S, Seattle,
                                          WA 98178-4850.
7-11 #17509............................  9450 Pacific Avenue, Tacoma, WA
                                          98444-6240.
7-11 #18194............................  5605 S Birmingham Street,
                                          Tacoma, WA 98409-5307.
7-11 #18585............................  9517 S Steele Street, Tacoma,
                                          WA 98444-1858.
7-11 #18758............................  26007 Pacific Highway S, Des
                                          Moines, WA 98198-9245.
7-11 #19324............................  802 6th Street, Bremerton, WA
                                          98337-1441.
7-11 #19911............................  14340 124th Avenue NE,
                                          Kirkland, WA 98034-1414.
7-11 #20188............................  13131 SE 240th Street, Kent, WA
                                          98031-5021.
7-11 #20249............................  1302 8th Street NE, Auburn, WA
                                          98002-4556.

[[Page 7668]]

 
7-11 #20872............................  19825 Mountain Highway E,
                                          Spanaway, WA 98387-8412.
7-11 #22433............................  1002 S 38th Street, Tacoma, WA
                                          98418-5029.
7-11 #22478............................  2021 Simpson Avenue, Aberdeen,
                                          WA 98520-3604.
7-11 #22622............................  5520 Orchard Street W,
                                          University Place, WA 98467-
                                          3637.
7-11 #22866............................  14207 Tukwila International
                                          Boulevard, Tukwila, WA 98168-
                                          4124.
7-11 #23895............................  12355 15th Avenue NE, Seattle,
                                          WA 98125-4819.
7-11 #24410............................  404 Sunset Boulevard N, Renton,
                                          WA 98057-5512.
7-11 #24520............................  4720 Bridgeport Way W,
                                          University Place, WA 98466-
                                          4204.
7-11 #25303............................  511 Central Avenue S, Kent, WA
                                          98032-5903.
7-11 #25525............................  1550 NW Market Street, Seattle,
                                          WA 98107-5211.
7-11 #26198............................  10814 Pacific Highway SW,
                                          Lakewood, WA 98499-4640.
7-11 #32658............................  1200 SW 43rd Street, Renton, WA
                                          98057-4829.
7-11 #34636............................  4020 NE 4th St, Renton, WA
                                          98056-4114.
7-11 #35012............................  2632 South Tacoma Way, Tacoma,
                                          WA 98409-7526.
7-11 #35013............................  801 S 56th Street, Tacoma, WA
                                          98408-5612.
7-11 #35056............................  17615 108th Avenue SE, Renton,
                                          WA 98055-6400.
7-11 #35334............................  31207 124th Avenue SE, Auburn,
                                          WA 98092-3618.
7-11 #35360............................  7231 South Tacoma Way, Tacoma,
                                          WA 98409-3933.
7-11 #35512............................  5602 McKinley Avenue, Tacoma,
                                          WA 98404-2326.
7-11 #35603............................  5308 Pacific Highway E, Fife,
                                          WA 98424-2602.
7-11 #35614............................  5221 100th Street SW, Lakewood,
                                          WA 98499-3907.
7-11 #35872............................  4615 SW 320th Street, Federal
                                          Way, WA 98023-2400.
7-11 #37009............................  1430 E 72nd Street, Tacoma, WA
                                          98404-5915.
7-11 #37068............................  810 3rd Avenue, Suite 820,
                                          Seattle, WA 98104-1655.
7-11 #37134............................  5700 Martin Luther King Jr. Way
                                          S, Seattle, WA 98118-2622.
7-11 #37558............................  100 Bellevue Way SE, Bellevue,
                                          WA 98004-6228.
7-11 #38454............................  5110 6th Avenue, Tacoma, WA
                                          98406-2602.
7-11 #38597............................  22422 83rd Avenue S, Kent, WA
                                          98032-1989.
7-11 #38640............................  2412 136th Avenue Ct E, Sumner,
                                          WA 98390-9100.
7-11 #38700............................  12400 SE 312th Street, Auburn,
                                          WA 98092-3147.
7-11 #38701............................  8306 Tacoma Mall Boulevard,
                                          Lakewood, WA 98499-8416.
7-11 #38722............................  3309 Pacific Highway E, Fife,
                                          WA 98424.
7-11 #38805............................  2415 Griffin Avenue, Enumclaw,
                                          WA 98022-2409.
7-11 #38807............................  20727 108th Avenue SE, Kent, WA
                                          98031-1535.
7-11 #38940............................  15 Auburn Avenue, Auburn, WA
                                          98002-5405.
7-11 #39637............................  18010 E Valley Highway, Kent,
                                          WA 98032-2502.
7-11 #39638............................  300 Rainier Avenue S, Renton,
                                          WA 98057-2403.
7-11 #39835............................  26220 116th Avenue SE, Kent, WA
                                          98030-8663.
7-11 #39836............................  31980 Military Road S, Auburn,
                                          WA 98001-3120.
7-11 #41103............................  7016 Valley Avenue E, Fife, WA
                                          98424.
WAGON WHEEL MARKET SHELL...............  22321 Mountain Highway E,
                                          Spanaway, WA 98387-7529.
S&S Petroleum..........................  701 Trosper Road SW, Tumwater,
                                          WA 98512-6933.
S&S Petroleum..........................  765 Rainier Avenue S, Renton,
                                          WA 98057-3204.
S&S Petroleum Inc......................  303 SW 148th Street, Burien, WA
                                          98166-1927.
S&S PETROLEUM TESORO #62513............  390 SW Sedgewick Road, Port
                                          Orchard, WA 98367.
S&S PETROLEUM TESORO #62514............  2808 Wheaton Way, Bremerton, WA
                                          98310-3433.
S&S PETROLEUM TESORO #62515............  12739 1st Avenue S, Burien, WA
                                          98168-2683.
S&S PETROLEUM TESORO #62516............  8184 NE State Highway 104,
                                          Kingston, WA 98346-9471.
S&S PETROLEUM TESORO #62517............  108 Military Rd S, Tacoma, WA
                                          984446927.
Southwest Airlines SEA.................  16215 Air Cargo Road, Seatac,
                                          WA 98158-1301.
TARGET #341............................  3320 S 23rd Street, Tacoma, WA
                                          98405-1603.
TARGET #342............................  3310 S Meridian, Puyallup, WA
                                          98373-3777.
TARGET #349............................  5618 Lakewood Towne Center
                                          Boulevard SW, Lakewood, WA
                                          98499-3894.
TARGET #606............................  3201 NW Randall Way,
                                          Silverdale, WA 98383-7952.
TARGET #607............................  2925 Harrison Avenue NW,
                                          Olympia, WA 98502-2566.
TARGET #627............................  301 Strander Boulevard,
                                          Tukwila, WA 98188-2971.
TARGET #637............................  2800 SW Barton Street, Seattle,
                                          WA 98126-3975.
TARGET #681............................  26301 104th Avenue SE, Kent, WA
                                          98030-7649.
TARGET #996............................  755 NW Gilman Boulevard,
                                          Issaquah, WA 98027-5357.
TARGET #1205...........................  11400 51st Avenue NW, Gig
                                          Harbor, WA 98332-7891.
TARGET #1284...........................  302 NE Northgate Way, Seattle,
                                          WA 98125-6047.
TARGET #1355...........................  665 Sleater Kinney Road SE,
                                          Lacey, WA 98503-1007.
TARGET #1947...........................  2201 S Commons, Federal Way, WA
                                          98003-6023.
TARGET #1957...........................  9400 192 Avenue Bonnie Lake,
                                          Sumner, WA 98391.
TARGET #2136...........................  1302 156th Street E, Puyallup,
                                          WA 98374.
TARGET #2290...........................  1215 N Landing Way, Renton, WA
                                          98057-5521.
TARGET #2786...........................  1401 2nd Avenue, Seattle, WA
                                          98101-2187.
TARGET #3275...........................  272 116th Avenue NE, Bellevue,
                                          WA 98004-5213.
TOTAL WINE & MORE #1407................  32095 Pacific Highway S,
                                          Federal Way, WA 98003-6001.
TOTAL WINE & MORE #1409................  525 NE Northgate Way, Suite 5,
                                          Seattle, WA 98125-6198.
TOTAL WINE & MORE #1411................  1550 W Armory Way, Seattle, WA
                                          98119-2744.

[[Page 7669]]

 
TOTAL WINE & MORE #1412................  11066 Pac Crest Place NW, Suite
                                          A110, Silverdale, WA 98383.
TOTAL WINE #1401.......................  699 120th Avenue NE, Bellevue,
                                          WA 98005-3009.
TOTAL WINE #1402.......................  300 Andover Park W, Suite 500,
                                          Tukwila, WA 98188-3344.
TOTAL WINE #1406.......................  625 Black Lake Boulevard SW,
                                          Suite 405, Olympia, WA 98502-
                                          5066.
TOTAL WINE #1410.......................  120 31st Avenue SE, Puyallup,
                                          WA 98374-1203.
TOTAL WINE & MORE #1413................  4502 S Steele Street, Tacoma,
                                          WA 98409-7242.
WHOLE FOODS MARKET--CHAMBER BAY........  3515 Bridgeport Way W,
                                          University Place, WA 98466-
                                          4487.
WinCo Foods #170.......................  6201 6th Avenue, Tacoma, WA
                                          98406-2019.
4th Street Market and Deli.............  1212 4th Street, Marysville, WA
                                          98270-4917.
47 Market Deli ans Coffee..............  4702 Evergreen Way, Everett, WA
                                          98203-2831.
96th St. Smoke & Beer..................  2015 S 96th Street, Suite 2,
                                          Tacoma, WA 98444-1774.
A's WINE & SPIRITS.....................  6820 19th Street W, University
                                          Place, WA 98466-5528.
Alaska Airlines........................  3308 100th Street SW, Everett,
                                          WA 98204-1301.
ALLENTOWN SUPERETTE....................  12404 42nd Avenue S, Tukwila,
                                          WA 98168-2526.
ARCO--TG CNI, LLC......................  17200 140th Avenue SE, Renton,
                                          WA 98058-7014.
Ascend Petro...........................  8506 5th Avenue NE, Seattle, WA
                                          98115-2918.
Baljeet & Hardeep LLC..................  235 Pine Avenue, Snohomish, WA
                                          98290-2539.
Barney & Al Chevron....................  1649 Bellevue Way SE, Bellevue,
                                          WA 98004-7112.
BELLEVUE WAY CHEVRON...................  2626 Bellevue Way NE, Bellevue,
                                          WA 98004-2209.
Bodega on Broadway.....................  1302 Broadway, Everett, WA
                                          98201-1718.
BOLDHAT PRODUCTIONS/FREEMONT O.........  3503 Phinney Avenue N, Seattle,
                                          WA 98103-8625.
BOTHELL DELI & GROCERY.................  10303 Main Street, Bothell, WA
                                          98011-3429.
BRIER GROCERY..........................  23607 Brier Road, Brier, WA
                                          98036-8438.
Brightview Landscape...................  21909 76th Drive SE,
                                          Woodinville, WA 98072-9727.
Broadway Grocery.......................  6901 Broadway, Everett, WA
                                          98203-5339.
BROWN BEAR CAR WASH #1031..............  3724 Factoria Boulevard SE,
                                          Bellevue, WA 98006-6130.
BROWN BEAR CAR WASH #1043..............  34017 Hoyt Road SW, Federal
                                          Way, WA 98023-3208.
Brownsville Mart.......................  9730 Brownsville Highway NE,
                                          Bremerton, WA 98311-9304.
Buffalo Chevron........................  13116 39th Avenue SE, Everett,
                                          WA 98208-5638.
CAMPEON MARKET CORP--FEDERAL WAY.......  31009 Pacific Hwy S, Federal
                                          Way, WA 98003-4903.
CHAMBERS BAY GOLF......................  6320 Grandview Drive W,
                                          University Place, WA 98467-
                                          1060.
Chevron................................  1692 Lake Tapps Parkway SE,
                                          Auburn, WA 98092-8377.
Chevron................................  34727 Pacific Highway S,
                                          Federal Way, WA 98003-6868.
Chevron--301 S Grady...................  301 S Grady Way, Renton, WA
                                          98057-3205.
Chevron--1712 S 356th..................  1712 S 356th Street, Federal
                                          Way, WA 98003-8304.
Chevron--10715 SE 240..................  10715 SE 240th Street, Kent, WA
                                          98031-5380.
Chevron--19923 International...........  19923 International Boulevard,
                                          Seatac, WA 98188-5417.
Chevron--27121 Military RD.............  27121 Military Road S, Kent, WA
                                          98032-7007.
CHEVRON #4001..........................  12607 NE 85th Street, Kirkland,
                                          WA 98033-8046.
CHEVRON #4015..........................  16010 Redmond Way, Redmond, WA
                                          98052-3827.
Cider Summit at Lake Union.............  860 Terry Avenue N, Seattle, WA
                                          98109-4330.
COFFEE BOX.............................  509 W Stevens Avenue #SR2,
                                          Sultan, WA 98294-9453.
Commercial Industrial Roofing..........  3601 121st Street SW, Lynnwood,
                                          WA 98087-1539.
Compass Group USA......................  7500 E Marginal Way S, Seattle,
                                          WA 98108-3546.
Connors and Company....................  1247 15th Avenue E, Seattle, WA
                                          98112-3341.
Dashpoint Chevron......................  1650 SW Dash Point Road,
                                          Federal Way, WA 98023-4530.
DES MOINES MARINA......................  22307 Dock Avenue S, Des
                                          Moines, WA 98198-4627.
Des Moines Market......................  820 S Kent Des Moines Road, Des
                                          Moines, WA 98198-8101.
Diplo's Fun Run........................  2143 N Northlake Way, Seattle,
                                          WA 98103-9175.
Dolce Vita Coffee......................  6524 NE 181st Street, #12,
                                          Kenmore, WA 98028-4851.
ECNL Girls Playoffs....................  15200 NE 116th Street, Redmond,
                                          WA 98052-2514.
Elliott Bay Marina.....................  2601 W Marina Place, Seattle,
                                          WA 98199-4331.
Event Management Services..............  541 Paradise Lane, Edmonds, WA
                                          98020-4650.
EVERETT BAYSIDE MARINE.................  1111 Craftsman Way, Everett, WA
                                          98201-1584.
Evergreen State Fair...................  14405 179th Avenue SE M/S 602,
                                          Monroe, WA 98272.
Factoria 76............................  3727 Factoria Boulevard SE,
                                          Bellevue, WA 98006-6131.
Foodie Land--Bite of Seattle...........  305 Harrison Street, Seattle,
                                          WA 98109-4623.
GREEN APPLE EVENTS AND CATERIN.........  14828 NE 95th Street, Redmond,
                                          WA 98052-2541.
GROVE STREET MARKET....................  5931 Grove Street, Marysville,
                                          WA 98270-3925.
Grove Street Shell.....................  5830 Grove Street, Marysville,
                                          WA 98270-3907.
H MART.................................  3301 184th Street SW, Lynnwood,
                                          WA 98037-4797.
H MART.................................  31217 Pacific Highway S,
                                          Federal Way, WA 98003-5401.
HADLOCK GAS MART.......................  1100 Ness Corner Road, Port
                                          Hadlock, WA 98339-9443.
Hongin Corporation D/B/A Sno-Pine Ave    235 Pine Avenue, Snohomish, WA
 76.                                      98290-2539.
HUNGRY BEAR MARKET #1052...............  406 High School Road NE,
                                          Bainbridge Island, WA 98110-
                                          1625.
HydroJenn Farms........................  15130 245th Avenue SE, Monroe,
                                          WA 98272-7629.
Independent Event Solutions--Capitol     1525 11th Avenue, Seattle, WA
 Hill Block Party.                        98122-3903.
Ironman 70.3--WA.......................  22801 SE 272nd Street, Maple
                                          Valley, WA 98038-6844.
Java Java Coffee Co. Inc...............  15220 SE 272nd Street, Kent, WA
                                          98042-4241.
Jefferson Park Golf Course.............  4101 Beacon Avenue S, Seattle,
                                          WA 98108-1522.
Jim's Deli.............................  9318 S Steele Street, Suite 1,
                                          Tacoma, WA 98444-6887.
Kona Ice of Everett....................  7030 Carson Road, Everett, WA
                                          98203-5050.

[[Page 7670]]

 
Kona Ice of Lakewood...................  1529 Mounts Road SW, DuPont, WA
                                          98327.
KWIK N' KLEAN..........................  9715 Edmonds Way, Edmonds, WA
                                          98020-5939.
LAKE ROESIGER STORE....................  810 S Lake Roesiger Road,
                                          Snohomish, WA 98290-7509.
LAKE TAPPS MINI MART (TEXACO)..........  18215 9th Street E, Lake Tapps,
                                          WA 98391-6530.
LAKEWOOD WA CRM MISC TAXABLE...........  9625 32nd Avenue Ct S,
                                          Lakewood, WA 98499-9261.
LIFE NET HEALTH NW TISSUE SVCS.........  501 SW 39th Street, Renton, WA
                                          98057-4968.
Live Nation Concerts...................  334 1st Avenue N, Seattle, WA
                                          98109-4501.
LUCKY 5................................  8856 35th Avenue SW, Seattle,
                                          WA 98126-3606.
Lucky Devil Latte......................  623 Central Avenue S, Kent, WA
                                          98032-6110.
MAGNOLIA 76............................  2120 W Emerson Place, Seattle,
                                          WA 98199-1256.
MARINER FOOD MART......................  325 112th Street SW, Everett,
                                          WA 98204-4969.
MCAPS Start Celebration................  3115 161st Avenue NE, Redmond,
                                          WA 98052-6891.
MERCER ISLAND CHEVRON..................  7655 Sunset Highway, Mercer
                                          Island, WA 98040-2824.
MEYDENBAUER BAY YACHT CLUB.............  9927 Meydenbauer Way SE,
                                          Bellevue, WA 98004-6028.
Mike Chandler..........................  Special Events, Seattle, WA
                                          98118.
MLK CHEVRON............................  6600 Martin Luther King Jr. Way
                                          S, Seattle, WA 98118-3261.
MUKILTEO BOULEVARD 76 STATION..........  301 W Mukilteo Boulevard,
                                          Everett, WA 98203-1915.
NOAH'S GROCERY.........................  4700 50th Avenue S, Seattle, WA
                                          98118-1838.
North City Food Mart...................  18005 15th Avenue NE,
                                          Shoreline, WA 98155-3813.
Occidental Concert Series..............  117 S Washington Street,
                                          Seattle, WA 98104-2521.
OK GAS AND SMOKE.......................  2102 Broadway, Everett, WA
                                          98201-2320.
OLYMPIC SCIENTIFIC.....................  4246 24th Avenue W, Seattle, WA
                                          98199-1216.
ONE TIME SPECIAL EVENTS................  Unknown, Seattle, WA 98105.
Optic Events...........................  36005 SE Ridge Street,
                                          Snoqualmie, WA 98065-9745.
Pete's Market..........................  58 E Lynn Street, Seattle, WA
                                          98102-3421.
Pike Place Market Foundation...........  Dock Pick-Up, Mukilteo, WA
                                          98275.
PLATEAU SHELL..........................  22631 NE Inglewood Hill Road,
                                          Sammamish, WA 98074-7105.
Port Ludlow Village Market.............  40 Village Way, Port Ludlow, WA
                                          98365-9762.
PORT OF EVERETT........................  1205 Craftsman Way, Suite 200,
                                          Everett, WA 98201-1593.
PORT OF KINGSTON.......................  25864 Washington Boulevard NE,
                                          Kingston, WA 98346.
PREMIER PETROLEUM LLC..................  4580 Fauntleroy Way SW,
                                          Seattle, WA 98126-2740.
Propeller Aero Services................  9724 Wilcoxson Way, Everett, WA
                                          98204.
QUILCENE VILLAGE STORE.................  294235 US Highway 101,
                                          Quilcene, WA 98376-9766.
RAINBOW MARKET (ECHO GROCERY)..........  21825 Echo Lake Road,
                                          Snohomish, WA 98296-3959.
RED CUP................................  8731 Maltby Road, Snohomish, WA
                                          98296-7926.
River Road Food Mart...................  1720 River Road, Puyallup, WA
                                          98371-3879.
ROSE HILL CAR WASH.....................  12520 NE 85th Street, Kirkland,
                                          WA 98033-8047.
Ross Park Convenience Store............  4404 3rd Avenue NW, Seattle, WA
                                          98107-4402.
ROTARY GROCERY.........................  1503 B Pike Place, Seattle, WA
                                          98101-1526.
ROXBURY 76.............................  2851 SW Roxbury Street,
                                          Seattle, WA 98126-4148.
S&S QUICK STOP.........................  603 112th Street S, Tacoma, WA
                                          98444-5625.
SCHWARTZ BROTHERS BAKERY--REN..........  1010 SW 34th Street, Renton, WA
                                          98057-4813.
Seacompression 2024--Ignition NW.......  305 Harrison Street, Seattle,
                                          WA 98109-4623.
SEAFAIR, INC...........................  2200 6th Avenue, Suite 400,
                                          Seattle, WA 98121-1850.
SEAHAWKS TRAINING CAMP.................  Lake Washington Boulevard,
                                          Renton, WA 98056.
SEATTLE EVENT SOLUTIONS................  6046 W Lake Sammamish Parkway
                                          NE, Redmond, WA 98052-4801.
Seattle Pridefest......................  1122 E Pike Street, Seattle, WA
                                          98122-3916.
SEATTLE SUPER MARKET...................  4801 Beacon Avenue S, Seattle,
                                          WA 98108-1502.
Sedgwick One stop......................  1701 SE Sedgwick Road, Port
                                          Orchard, WA 98366-9598.
SHAW ROAD FOOD MART....................  12714 122nd Street E, Puyallup,
                                          WA 98374-2343.
Shoreline Shell........................  17505 Aurora Avenue N,
                                          Shoreline, WA 98133-4812.
Snohomish Block Party..................  105 Cedar Avenue, Snohomish, WA
                                          98290-2930.
South Hill Pitstop Express.............  801 S Hill Park Drive,
                                          Puyallup, WA 98373-1432.
St Demetrios Orthodox Church...........  2100 Boyer Avenue E, Seattle,
                                          WA 98112-2115.
Stop by Corner.........................  14857 Tukwila International
                                          Boulevard, Tukwila, WA 98168-
                                          4328.
SUNSET BEACH GROCERY & DELI............  17151 E Highway 106, Belfair,
                                          WA 98528.
SUPER 24 FOODS STORE...................  6402 Lake Washington Boulevard
                                          NE, Kirkland, WA 98033-6818.
SUPER 24 GROCERY #2....................  11852 98th Avenue NE, Kirkland,
                                          WA 98034-4214.
Tacoma Arts Live.......................  6320 Grandview Drive W,
                                          University Place, WA 98467-
                                          1060.
The Crocodile..........................  1951 Alaskan Way, Seattle, WA
                                          98101.
Third Stone--Bumberhoot................  305 Harrison Street, Seattle,
                                          WA 98109.
TIKI CAR WASH/CHEVRON..................  11909 NE 8th Street, Bellevue,
                                          WA 98005-3023.
TONGASS TRADING COMPANY................  9228 10th Avenue S, Seattle, WA
                                          98108-4654.
TURBO ESPRESSO.........................  1233 164th Street SW, Lynnwood,
                                          WA 98087-8193.
Union Pride............................  1009 E Union Street, Suite C,
                                          Seattle, WA 98122-3824.
UNIVERSITY OF WA ICA FOOTBALL..........  3800 Montlake Boulevard,
                                          Seattle, WA 98195-0007.
UW Bothell Campus......................  10105 Main Street, Bothell, WA
                                          98011-3425.
Valley Gas & Car Wash..................  204 Valley Avenue NE, Puyallup,
                                          WA 98372-2501.
Van Gogh Coffeehouse...................  8210 35th Avenue NE, Seattle,
                                          WA 98115-4817.
Violet Visionaries--Blast Fest.........  305 Harrison Street, Seattle,
                                          WA 98109-4623.
Wallingford Wurst Fest.................  4811 Wallingford Ave N,
                                          Seattle, WA 98103-6835.
Walsh Group............................  3590 E Mercer Way, Mercer
                                          Island, WA 98040.

[[Page 7671]]

 
WALT'S LYNNWOOD CTR MARKET.............  4759 Lynwood Center Rd NE,
                                          Bainbridge Island, WA
                                          981103242.
WEST LAKE DELI/DELI EXPRESSO...........  2132 Westlake Ave N, Seattle,
                                          WA 981092404.
WESTGATE SHELL MINI MART...............  660 Edmonds Way, Edmonds, WA
                                          98020-4690.
YARROW BAY MARINA......................  5207 Lake Washington Boulevard
                                          NE, Kirkland, WA 98033-7321.
Yogi Resources.........................  3922 148th Street SE, Suite
                                          110, Bothell, WA 98012-4752.
ZIP MARKET/TEXACO......................  10645 16th Avenue SW, Seattle,
                                          WA 98146-2077.
ALBERTSONS #186........................  8196 Sr 104, Kingston, WA
                                          98346.
ALBERTSONS #419........................  370 SW Sedgwick Road, Port
                                          Orchard, WA 98367-6432.
ALBERTSONS #453........................  4621 NE Sunset Boulevard,
                                          Renton, WA 98059-4005.
ALBERTSONS #471........................  301 Marysville Mall #60,
                                          Marysville, WA 98270-5502.
ALBERTSONS #475........................  1434 Olney Avenue SE, Port
                                          Orchard, WA 98366-4041.
ALBERTSONS #493........................  104 Military Road S, Tacoma, WA
                                          98444-6927.
ALBERTSONS #1407.......................  705 Trosper Road SW, Tumwater,
                                          WA 98512-6933.
ALBERTSONS #1444.......................  15100 SE 38th Street, Bellevue,
                                          WA 98006-1728.
ALBERTSONS #1461.......................  520 128th Street SW, Everett,
                                          WA 98204-9362.
ALBERTSONS #3106.......................  11012 Canyon Road E, Puyallup,
                                          WA 98373-4200.
ALBERTSONS #3411.......................  8611 Steilacoom Boulevard SW,
                                          Tacoma, WA 98498-4716.
ALBERTSONS #3416.......................  17171 Bothell Way NE, Lake
                                          Forest Park, WA 98155-4204.
ALBERTSONS #3418.......................  3925 236th Avenue NE, Redmond,
                                          WA 98053-8455.
ALBERTSONS #3419.......................  17520 State Route 9 SE,
                                          Snohomish, WA 98296-8320.
ALBERTSONS #4406.......................  11330 51st Avenue NW, Gig
                                          Harbor, WA 98332-7890.
ALBERTSONS LLC A SUB. (WHSE)...........  3647 C Street SW, Auburn, WA
                                          98047-3600.
SAFEWAY #0219..........................  3900 S Othello Street, Seattle,
                                          WA 98118-3543.
SAFEWAY #366...........................  2725 NE Sunset Boulevard,
                                          Renton, WA 98056-3137.
SAFEWAY #402...........................  1450 SW Erie Street, Oak
                                          Harbor, WA 98277-3104.
SAFEWAY #0423..........................  7340 35th Avenue NE, Seattle,
                                          WA 98115-5919.
SAFEWAY #458...........................  16304 Bothell Everett Highway,
                                          Mill Creek, WA 98012-1226.
SAFEWAY #459...........................  20830 108th Avenue SE, Kent, WA
                                          98031-2168.
SAFEWAY #464...........................  17246 Redmond Way, Redmond, WA
                                          98052-4403.
SAFEWAY #469...........................  12811 Beverly Park Road,
                                          Lynnwood, WA 98087-5126.
SAFEWAY #485...........................  19500 Highway 99, Lynnwood, WA
                                          98036-5241.
SAFEWAY #490...........................  1645 140th Avenue NE, Bellevue,
                                          WA 98005-2320.
SAFEWAY #494...........................  152 Roosevelt Avenue, Enumclaw,
                                          WA 98022-8246.
SAFEWAY #496...........................  15000 NE 24th Street, Redmond,
                                          WA 98052-5531.
SAFEWAY #497 PBM.......................  17202 15th Avenue NE,
                                          Shoreline, WA 98155-5130.
SAFEWAY #503...........................  11031 19th Avenue SE, Everett,
                                          WA 98208-5144.
SAFEWAY #519...........................  17230 140th Avenue SE, Renton,
                                          WA 98058-7014.
SAFEWAY #526...........................  14444 124th Avenue NE,
                                          Kirkland, WA 98034-4801.
SAFEWAY #531...........................  101 Auburn Way S, Auburn, WA
                                          98002-5425.
SAFEWAY #533...........................  19150 NE Woodinville Duvall
                                          Road, Woodinville, WA 98077-
                                          9477.
SAFEWAY #534...........................  3532 172nd Street NE,
                                          Arlington, WA 98223-8758.
SAFEWAY #535...........................  20711 Bothell Everett Highway,
                                          Bothell, WA 98012-7139.
SAFEWAY #538...........................  442 W Sims Way, Port Townsend,
                                          WA 98368-1811.
SAFEWAY #543...........................  4700 Yelm Highway SE, Lacey, WA
                                          98503-4986.
SAFEWAY #544...........................  21301 Highway 410, Bonney Lake,
                                          WA 98391.
SAFEWAY #547...........................  10105 224th Street E, Graham,
                                          WA 98338-9190.
SAFEWAY #555...........................  630 228th Avenue NE, Sammamish,
                                          WA 98074-7241.
SAFEWAY #585...........................  600 W Franklin Street, Shelton,
                                          WA 98584-3519.
SAFEWAY #792...........................  17023 SE 272nd Street,
                                          Covington, WA 98042-4948.
SAFEWAY #1062..........................  4754 42nd Avenue SW, Seattle,
                                          WA 98116-4553.
SAFEWAY #1076..........................  1119 13th Street, Snohomish, WA
                                          98290-2012.
SAFEWAY #1142 PBM......................  12519 NE 85th Street, Kirkland,
                                          WA 98033-8048.
SAFEWAY #1143..........................  8340 15th Avenue NW, Seattle,
                                          WA 98117-3603.
SAFEWAY #1173..........................  1243 Marvin Road NE, Lacey, WA
                                          98516-4701.
SAFEWAY #1186..........................  27035 Pacific Highway S, Des
                                          Moines, WA 98198-9250.
SAFEWAY #1294..........................  210 Washington Avenue S, Kent,
                                          WA 98032-5721.
SAFEWAY #1297..........................  23632 Highway 99, Edmonds, WA
                                          98026-9211.
SAFEWAY #1436..........................  1624 72nd Street E, Tacoma, WA
                                          98404-5401.
SAFEWAY #1448..........................  680 W Washington Street,
                                          Building F, Sequim, WA 98382-
                                          3264.
SAFEWAY #1464..........................  3215 Harrison Avenue NW,
                                          Olympia, WA 98502-8704.
SAFEWAY #1467..........................  900 N Callow Avenue, Bremerton,
                                          WA 98312-3807.
SAFEWAY #1471..........................  26916 Maple Valley Road, Maple
                                          Valley, WA 98038.
SAFEWAY #1477..........................  1423 NW Market Street, Seattle,
                                          WA 98107-3744.
SAFEWAY #1484..........................  4128 Rucker Avenue, Everett, WA
                                          98203-2211.
SAFEWAY #1485..........................  1258 State Avenue, Marysville,
                                          WA 98270-3602.
SAFEWAY #1492..........................  110 E 3rd Street, Port Angeles,
                                          WA 98362-3010.
SAFEWAY #1493..........................  4011 S 164th Street, Seatac, WA
                                          98188-3067.
SAFEWAY #1503..........................  500 Cleveland Avenue SE,
                                          Tumwater, WA 98501-3313.
SAFEWAY #1508..........................  3820 Rainier Avenue S, Seattle,
                                          WA 98118-1159.
SAFEWAY #1522..........................  20500 Olympic Place NE,
                                          Arlington, WA 98223-5094.
SAFEWAY #1524..........................  1401 NE McWilliams Road,
                                          Bremerton, WA 98311-3149.
SAFEWAY #1528..........................  460 SW Mt Si Boulevard, North
                                          Bend, WA 98045-8291.

[[Page 7672]]

 
SAFEWAY #1546..........................  221 W Heron Street, Aberdeen,
                                          WA 98520-6224.
SAFEWAY #1551..........................  1410 E John Street, Seattle, WA
                                          98112-5218.
SAFEWAY #1563..........................  200 S 3rd, Renton, WA 98057.
SAFEWAY #1586..........................  12318 15th Avenue NE, Seattle,
                                          WA 98125-4820.
SAFEWAY #1600..........................  300 Bellevue Way NE, Bellevue,
                                          WA 98004-5718.
SAFEWAY #1619..........................  1109 E Yelm Avenue, Yelm, WA
                                          98597-7683.
SAFEWAY #1624..........................  735 NW Gilman Boulevard,
                                          Issaquah, WA 98027-8104.
SAFEWAY #1645..........................  10223 Gravelly Lake Drive SW,
                                          Lakewood, WA 98499-5004.
SAFEWAY #1664..........................  138 SW 148th Street, Burien, WA
                                          98166-1924.
SAFEWAY #1680..........................  2890 NW Bucklin Hill Road,
                                          Silverdale, WA 98383-8513.
SAFEWAY #1803..........................  717 State Route 9 NE, Lake
                                          Stevens, WA 98258-7992.
SAFEWAY #1803--FUEL....................  9409 N Davies Road, Lake
                                          Stevens, WA 98258-9444.
SAFEWAY #1844..........................  215 Whitesell Street NW,
                                          Orting, WA 98360-9329.
SAFEWAY #1864..........................  24040 Bothell Everett Highway,
                                          Bothell, WA 98021-9342.
SAFEWAY #1922..........................  2709 E Highway 101, Port
                                          Angeles, WA 98362-8767.
SAFEWAY #1923..........................  9620 28th Avenue SW, Seattle,
                                          WA 98126-4102.
SAFEWAY #1965..........................  9262 Rainier Avenue S, Seattle,
                                          WA 98118-5570.
SAFEWAY #1966..........................  13101 SE Kent Kangley Road,
                                          Kent, WA 98030-7915.
SAFEWAY #1993..........................  2201 E Madison Street, Seattle,
                                          WA 98112-5336.
SAFEWAY #2640..........................  13308 Meridian E, Puyallup, WA
                                          98373-5612.
SAFEWAY #2645..........................  5802 134th Place SE, Everett,
                                          WA 98208-9426.
SAFEWAY #2734..........................  10020 NE 137th Street,
                                          Kirkland, WA 98034-5221.
SAFEWAY #2932 FC.......................  4115 SW Admiral Way, Seattle,
                                          WA 98116-2517.
SAFEWAY #2980..........................  4732 Brooklyn Avenue NE,
                                          Seattle, WA 98105-4411.
SAFEWAY #3006..........................  1451 Highlands Drive NE,
                                          Issaquah, WA 98029-6240.
SAFEWAY #3228..........................  5616 176th Street E, Puyallup,
                                          WA 98375-9309.
SAFEWAY #3228--FUEL....................  5618 176th Street E, Puyallup,
                                          WA 98375-9779.
SAFEWAY #3285..........................  1275 E Sunset Drive,
                                          Bellingham, WA 98226-3506.
SAFEWAY #3305..........................  15805 Pacific Avenue S, Tacoma,
                                          WA 98444-6904.
SAFEWAY #3317..........................  3355 Bethel Road SE, Port
                                          Orchard, WA 98366-5635.
SAFEWAY #3319..........................  4300 NE 4th Street, Renton, WA
                                          98059-5008.
SAFEWAY #3321..........................  4831 Point Fosdick Drive NW,
                                          Gig Harbor, WA 98335-1732.
SAFEWAY #3500 PBM......................  6850 NE Bothell Way, Kenmore,
                                          WA 98028-2404.
SAFEWAY #3523..........................  14826 Highway 99, Lynnwood, WA
                                          98087-2322.
SAFEWAY #3525..........................  1100 S Market Boulevard,
                                          Chehalis, WA 98532-3428.
SAFEWAY #3540..........................  21401 International Boulevard,
                                          Des Moines, WA 98198-6074.
SAFEWAY #3120..........................  12725 1st Avenue S, Burien, WA
                                          98168-2683.
SAFEWAY #3298..........................  7601 Evergreen Way, Everett, WA
                                          98203-6424.
ARAMARK--UNIV WA HUSKY STADIUM.........  3800 Montlake Boulevard,
                                          Seattle, WA 98195-0007.
AM/PM #5230--KIRKLAND..................  11600 124th Avenue NE,
                                          Kirkland, WA 98034-8104.
AM/PM #5445--SEATTLE...................  665 23rd Avenue, Seattle, WA
                                          98122-6000.
COSTCO #6..............................  400 Costco Drive, Suite 150,
                                          Tukwila, WA 98188-4808.
COSTCO #114............................  10200 19th Avenue SE, Everett,
                                          WA 98208-4256.
COSTCO #639............................  955 W Washington Street,
                                          Sequim, WA 98382-3266.
COSTCO #1190...........................  18109 33rd Avenue W, Lynnwood,
                                          WA 98037-4840.
COSTCO #1588...........................  9210 24th Street SE, Lake
                                          Stevens, WA 98258-8703.
Levy Restaurants--Century Link.........  800 Occidental Avenue S,
                                          Seattle, WA 98134-1200.
Circle K #2655214......................  3727 Factoria Boulevard SE,
                                          Bellevue, WA 98006-6131.
Circle K #2709660......................  220 Lincoln Street, Hoquiam, WA
                                          98550-1850.
CENTERPLATE............................  1250 1st Avenue S, Seattle, WA
                                          98134-1216.
CENTERPLATE@SAFECO FIELD...............  First Ave S&S Atlantic Street,
                                          Seattle, WA 98134.
DoorDash--SEA-1........................  2235 5th Avenue, Seattle, WA
                                          98121-1807.
DoorDash--BLV-1........................  1015 Andover Park E, Tukwila,
                                          WA 98188-7615.
Delta Airlines SEA.....................  18627 28th Avenue S, Seatac, WA
                                          98158-1302.
Extra Mile #380309.....................  27121 Military Road S, Kent, WA
                                          98032-7007.
FELD ENTERTAINMENT.....................  800 Occidental Avenue S,
                                          Seattle, WA 98134-1200.
Grocery Outlet #94.....................  1301 26th Avenue E, Tacoma, WA
                                          98424-1012.
Grocery Outlet #354....................  6625 132nd Avenue NE, Kirkland,
                                          WA 98033-8627.
MONSTER ENERGY SHURGARD STORA..........  3270 B Street NW, Suite C,
                                          Auburn, WA 98001-1706.
Mission Foods (Gruma USA)..............  6611 Valley Avenue E, Fife, WA
                                          98424-2250.
NEX Bremerton MM Jackson...............  5885 Chinook Pass Street,
                                          Bremerton, WA 98312-1975.
Pilot Travel Center #583...............  5670 Barrett Road, Ferndale, WA
                                          98248-8845.
Pilot Travel Center #1103..............  2430 State Route 530 NE,
                                          Arlington, WA 98223-9020.
RITE AID #5180.........................  19107 Bothell Way NE, Bothell,
                                          WA 98011-2938.
RITE AID #5197.........................  3023 78th Avenue SE, Mercer
                                          Island, WA 98040-2822.
RITE AID #5216.........................  8500 35th Avenue NE, Seattle,
                                          WA 98115-3606.
RITE AID #5217.........................  9000 Rainier Avenue S, Seattle,
                                          WA 98118-5017.
RITE AID #6462.........................  27000 Miller Bay Road NE,
                                          Kingston, WA 98346-9371.
7-11 #23020............................  1522 E Madison Street, Seattle,
                                          WA 98122-4014.
7-11 #23228............................  31006 Pacific Highway S,
                                          Federal Way, WA 98003-4983.
7-11 #38727............................  9902 200th Avenue E., Bonney
                                          Lake, WA 98391.
7-11 #38862............................  100 Ellingson Road, Pacific, WA
                                          98047.

[[Page 7673]]

 
7-11 #41705............................  8901 Bridgeport Way SW,
                                          Lakewood, WA 98499-2431.
7-11 #42046............................  1501 Auburn Way N, Auburn, WA
                                          98002-3307.
7-11 #42048............................  34727 Pacific Highway S,
                                          Federal Way, WA 98003.
7-11 #42243............................  19011 141st Street Ct E, Bonner
                                          Lake, WA 98391.
7-11 #14396............................  7215 Sand Point Way NE,
                                          Seattle, WA 98115-6323.
7-11 #14436............................  4312 SW Admiral Way, Seattle,
                                          WA 98116-2423.
7-11 #14438............................  11065 8th Avenue S, Seattle, WA
                                          98168-1507.
7-11 #14441............................  11505 SE 168th Street, Renton,
                                          WA 98055-5931.
7-11 #18726............................  21202 52nd Avenue W, Mountlake
                                          Terrace, WA 98043-3055.
7-11 #19614............................  12701 Meridian E, Puyallup, WA
                                          98373-3411.
7-11 #20471............................  13456 1st Avenue S, Burien, WA
                                          98168-2625.
7-11 #21833............................  13923 NE 175th Street,
                                          Woodinville, WA 98072-8512.
7-11 #22561............................  3280 SW Avalon Way, Seattle, WA
                                          98126-2607.
7-11 #22671............................  711 Washington Avenue N, Kent,
                                          WA 98032-2917.
7-11 #22984............................  3702 Auburn Way N, Auburn, WA
                                          98002-1320.
7-11 #23109............................  362 Denny Way, Seattle, WA
                                          98109-4912.
7-11 #23176............................  12704 Mukilteo Speedway,
                                          Mukilteo, WA 98275-5720.
7-11 #23258............................  8400 Mukilteo Speedway,
                                          Mukilteo, WA 98275-3206.
7-11 #23378............................  20801 Highway 527, Bothell, WA
                                          98012.
7-11 #23525............................  12848 Martin Luther King Jr.
                                          Way S, Seattle, WA 98178-3512.
7-11 #23559............................  2353 140th Avenue NE, Bellevue,
                                          WA 98005-1861.
7-11 #23930............................  14501 Juanita Woodinville Way
                                          NE, Bothell, WA 98011-4877.
7-11 #23931 MKT #2360..................  11657 Des Moines Memorial Drive
                                          S, Burien, WA 98168-1227.
7-11 #23938............................  4026 A Street SE, Auburn, WA
                                          98002-8642.
7-11 #25125............................  3500 Wheaton Way, Bremerton, WA
                                          98310-3531.
7-11 #26055............................  300 N 125th Street, Seattle, WA
                                          98133-8124.
7-11 #26153............................  817 Meridian E, Milton, WA
                                          98354-7013.
7-11 #26268............................  28719 Military Road S, Federal
                                          Way, WA 98003-3332.
7-11 #26544............................  304 N 36th Street, Seattle, WA
                                          98103-8632.
7-11 #26818............................  19023 International Boulevard,
                                          Seatac, WA 98188-5207.
7-11 #26857............................  3115 6th Avenue, Tacoma, WA
                                          98406-6216.
7-11 #26939............................  2429 Harbor Avenue SW, Seattle,
                                          WA 98126-2133.
7-11 #27030............................  680 Strander Boulevard,
                                          Tukwila, WA 98188-2923.
7-11 #27283............................  820 S Kent Des Moines Road, Des
                                          Moines, WA 98198-8101.
7-11 #27288............................  6815 196th Street SW, Lynnwood,
                                          WA 98036-5074.
7-11 #27304............................  13335 100th Avenue NE,
                                          Kirkland, WA 98034-5203.
7-11 #27742............................  20008 International Boulevard,
                                          Seatac, WA 98198-5701.
7-11 #27901............................  2100 N Northgate Way, Seattle,
                                          WA 98133-9017.
7-11 #29078............................  101 NE 50th Street, Seattle, WA
                                          98105-4823.
7-11 #29989............................  15202 Meridian E, Puyallup, WA
                                          98375-9511.
7-11 #32308............................  1901 S Trafton Street, Tacoma,
                                          WA 98405-2823.
7-11 #33166............................  711 112th Street SE, Everett,
                                          WA 98208-5283.
7-11 #34144............................  18012 68th Avenue S, Kent, WA
                                          98032-1020.
7-11 #34475............................  9200 35th Avenue SW, Seattle,
                                          WA 98126-3823.
7-11 #34587............................  5006 Center Street, Tacoma, WA
                                          98409-2314.
7-11 #34690............................  9671 Silverdale Way NW,
                                          Silverdale, WA 98383-9443.
7-11 #35011............................  2631 S 38th Street, Tacoma, WA
                                          98409-7355.
7-11 #35274............................  3922 E Portland Avenue, Tacoma,
                                          WA 98404-4621.
7-11 #35333............................  1602 A Street SE, Auburn, WA
                                          98002-6620.
7-11 #14354............................  16506 5th Avenue NE, Shoreline,
                                          WA 98155-5002.
7-11 #14355............................  9126 Roosevelt Way NE, Seattle,
                                          WA 98115-2840.
7-11 #14360............................  3200 NW 54th Street, Seattle,
                                          WA 98107-3308.
7-11 #14392............................  9 Nickerson Street, Seattle, WA
                                          98109-1619.
7-11 #14402............................  8316 164th Avenue NE, Redmond,
                                          WA 98052-3803.
7-11 #14418............................  15521 Bellevue Redmond Road,
                                          Bellevue, WA 98007.
7-11 #14439............................  34041 Military Road S, Auburn,
                                          WA 98001-9733.
7-11 #14443............................  14462 34th Avenue S, Tukwila,
                                          WA 98168-4302.
7-11 #14463............................  9041 Delridge Way SW, Seattle,
                                          WA 98106-2335.
7-11 #14470............................  1600 SW Holden Street, Seattle,
                                          WA 98106-1879.
7-11 #14481............................  1539 21st Street SE, Auburn, WA
                                          98002-7869.
7-11 #15525............................  3120 S 176th Street, Seatac, WA
                                          98188-4006.
7-11 #15755............................  1901 Larch Way, Lynnwood, WA
                                          98036-7922.
7-11 #15970............................  17410 Pacific Avenue S,
                                          Spanaway, WA 98387-8263.
7-11 #16022............................  5900 Phinney Avenue N, Seattle,
                                          WA 98103-5834.
7-11 #16080............................  21109 76th Ave W, Edmonds, WA
                                          980267107.
7-11 #16318............................  13723 Pacific Ave S, Tacoma, WA
                                          984444745.
7-11 #16365............................  6111 24th Avenue NW, Seattle,
                                          WA 98107-3211.
7-11 #16547............................  4812 Erskine Way SW, Seattle,
                                          WA 98116-4425.
7-11 #16686............................  9117 South Tacoma Way,
                                          Lakewood, WA 98499-4443.
7-11 #16991............................  18733 Highway 99, Lynnwood, WA
                                          98037-4510.
7-11 #17257............................  1232 N 185th Street, Shoreline,
                                          WA 98133-4020.
7-11 #17355............................  15 148th Avenue NE, Bellevue,
                                          WA 98007-4942.

[[Page 7674]]

 
7-11 #17486............................  12702 Renton Avenue S, Seattle,
                                          WA 98178-4850.
7-11 #17509............................  9450 Pacific Avenue, Tacoma, WA
                                          98444-6240.
7-11 #18194............................  5605 S Birmingham Street,
                                          Tacoma, WA 98409-5307.
7-11 #18490............................  605 91st Avenue NE, Lake
                                          Stevens, WA 98258-2533.
7-11 #18585............................  9517 S Steele Street, Tacoma,
                                          WA 98444-1858.
7-11 #18758............................  26007 Pacific Highway S, Des
                                          Moines, WA 98198-9245.
7-11 #19042............................  7314 Aurora Avenue N, Seattle,
                                          WA 98103-5357.
7-11 #19324............................  802 6th Street, Bremerton, WA
                                          98337-1441.
7-11 #19911............................  14340 124th Avenue NE,
                                          Kirkland, WA 98034-1414.
7-11 #20188............................  13131 SE 240th Street, Kent, WA
                                          98031-5021.
7-11 #20249............................  1302 8th Street NE, Auburn, WA
                                          98002-4556.
7-11 #20872............................  19825 Mountain Highway E,
                                          Spanaway, WA 98387-8412.
7-11 #21464............................  1215 2nd Street, Snohomish, WA
                                          98290-2738.
7-11 #22433............................  1002 S 38th Street, Tacoma, WA
                                          98418-5029.
7-11 #22866............................  14207 Tukwila International
                                          Boulevard, Tukwila, WA 98168-
                                          4124.
7-11 #23895............................  12355 15th Avenue NE, Seattle,
                                          WA 98125-4819.
7-11 #24410............................  404 Sunset Boulevard N, Renton,
                                          WA 98057-5512.
7-11 #25303............................  511 Central Avenue S, Kent, WA
                                          98032-5903.
7-11 #25525............................  1550 NW Market Street, Seattle,
                                          WA 98107-5211.
7-11 #26198............................  10814 Pacific Highway SW,
                                          Lakewood, WA 98499-4640.
7-11 #32658............................  1200 SW 43rd Street, Renton, WA
                                          98057-4829.
7-11 #34636............................  4020 NE 4th Street, Renton, WA
                                          98056-4114.
7-11 #35012............................  2632 South Tacoma Way, Tacoma,
                                          WA 98409-7526.
7-11 #35056............................  17615 108th Avenue SE, Renton,
                                          WA 98055-6400.
7-11 #35334............................  31207 124th Avenue SE, Auburn,
                                          WA 98092-3618.
7-11 #35512............................  5602 McKinley Avenue, Tacoma,
                                          WA 98404-2326.
7-11 #35614............................  5221 100th Street SW, Lakewood,
                                          WA 98499-3907.
7-11 #37009............................  1430 E 72nd Street, Tacoma, WA
                                          98404-5915.
7-11 #37068............................  810 3rd Avenue, Suite 820,
                                          Seattle, WA 98104-1655.
7-11 #37134............................  5700 Martin Luther King Jr. Way
                                          S, Seattle, WA 98118-2622.
7-11 #37558............................  100 Bellevue Way SE, Bellevue,
                                          WA 98004-6228.
7-11 #38454............................  5110 6th Avenue, Tacoma, WA
                                          98406-2602.
7-11 #38597............................  22422 83rd Avenue S, Kent, WA
                                          98032-1989.
7-11 #38640............................  2412 136th Avenue Ct E, Sumner,
                                          WA 98390-9100.
7-11 #38700............................  12400 SE 312th Street, Auburn,
                                          WA 98092-3147.
7-11 #38701............................  8306 Tacoma Mall Boulevard,
                                          Lakewood, WA 98499-8416.
7-11 #38807............................  20727 108th Avenue SE, Kent, WA
                                          98031-1535.
7-11 #39637............................  18010 E Valley Highway, Kent,
                                          WA 98032-2502.
7-11 #39638............................  300 Rainier Avenue S, Renton,
                                          WA 98057-2403.
7-11 #39835............................  26220 116th Avenue SE, Kent, WA
                                          98030-8663.
7-11 #39836............................  31980 Military Road S, Auburn,
                                          WA 98001-3120.
7-11 #41103............................  7016 Valley Avenue E, Fife, WA
                                          98424.
S&S Petroleum..........................  765 Rainier Avenue S, Renton,
                                          WA 98057-3204.
S&S Petroleum Inc......................  303 SW 148th Street, Burien, WA
                                          98166-1927.
S&S PETROLEUM TESORO #62513............  390 SW Sedgewick Road, Port
                                          Orchard, WA 98367.
S&S PETROLEUM TESORO #62515............  12739 1st Avenue S, Burien, WA
                                          98168-2683.
S&S PETROLEUM TESORO #62516............  8184 NE State Highway 104,
                                          Kingston, WA 98346-9471.
UNFI--CENTRALIA DIV....................  4002 Galvin Road, Centralia, WA
                                          98531-9057.
Southwest Airlines SEA.................  16215 Air Cargo Road, Seatac,
                                          WA 98158-1301.
TARGET #337............................  405 SE Everett Mall Way,
                                          Everett, WA 98208-3243.
TARGET #348............................  30 Bellis Fair Parkway,
                                          Bellingham, WA 98226-5573.
TARGET #627............................  301 Strander Boulevard,
                                          Tukwila, WA 98188-2971.
TARGET #637............................  2800 SW Barton Street, Seattle,
                                          WA 98126-3975.
TARGET #681............................  26301 104th Avenue SE, Kent, WA
                                          98030-7649.
TARGET #696............................  199 Cascade Mall Drive,
                                          Burlington, WA 98233-3251.
TARGET #995............................  17700 NE 76th Street, Redmond,
                                          WA 98052-3300.
TARGET #996............................  755 NW Gilman Boulevard,
                                          Issaquah, WA 98027-5357.
TARGET #1118...........................  13950 NE 178th Place,
                                          Woodinville, WA 98072-3523.
TARGET #1284...........................  302 NE Northgate Way, Seattle,
                                          WA 98125-6047.
TARGET #1331...........................  9601 Market Place, Lake
                                          Stevens, WA 98258-7949.
TARGET #1957...........................  9400 192 Avenue Bonnie Lake,
                                          Sumner, WA 98391.
TARGET #2136...........................  1302 156th Street E, Puyallup,
                                          WA 98374.
TARGET #2192...........................  16818 Twin Lakes Avenue,
                                          Marysville, WA 98271-4724.
TARGET #2290...........................  1215 N Landing Way, Renton, WA
                                          98057-5521.
TARGET #2786...........................  1401 2nd Avenue, Seattle, WA
                                          98101-2187.
TARGET #3275...........................  272 116th Avenue NE, Bellevue,
                                          WA 98004-5213.
TOTAL WINE & MORE #1407................  32095 Pacific Highway S,
                                          Federal Way, WA 98003-6001.
TOTAL WINE & MORE #1409................  525 NE Northgate Way, Suite 5,
                                          Seattle, WA 98125-6198.
TOTAL WINE & MORE #1411................  1550 W Armory Way, Seattle, WA
                                          98119-2744.
TOTAL WINE & MORE #1412................  11066 Pac Crest Place NW, Suite
                                          A110, Silverdale, WA 98383.
TOTAL WINE #1401.......................  699 120th Avenue NE, Bellevue,
                                          WA 98005-3009.
TOTAL WINE #1402.......................  300 Andover Park W, Suite 500,
                                          Tukwila, WA 98188-3344.

[[Page 7675]]

 
TOTAL WINE #1405.......................  2701 184th Street SW, Lynnwood,
                                          WA 98037-4739.
TOTAL WINE #1410.......................  120 31st Avenue SE, Puyallup,
                                          WA 98374-1203.
TOTAL WINE #1414.......................  2501 SW Trenton Street,
                                          Seattle, WA 98106-3206.
US FOODS...............................  2204 70th Avenue E, Fife, WA
                                          98424-3612.
WALGREENS #3514........................  9505 Bridgeport Way SW,
                                          Lakewood, WA 98499-2801.
WALGREENS #3518........................  25605 104th Avenue SE, Kent, WA
                                          98030-7609.
WALGREENS #3519........................  4315 6th Avenue, Tacoma, WA
                                          98406-4014.
WALGREENS #3581........................  8405 Pacific Avenue, Tacoma, WA
                                          98444-6466.
WALGREENS #3604........................  5409 15th Avenue NW, Seattle,
                                          WA 98107-3810.
WALGREENS #3723........................  7451 Cirque Drive W, University
                                          Place, WA 98467-2273.
WALGREENS #3733........................  7707 SE 27th Street, Mercer
                                          Island, WA 98040-2844.
WALGREENS #3765........................  20725 Highway 99, Lynnwood, WA
                                          98036-7454.
WALGREENS #3788........................  14510 Aurora Avenue N,
                                          Shoreline, WA 98133-6525.
WALGREENS #4064........................  8224 Steilacoom Boulevard SW,
                                          Lakewood, WA 98498-6157.
WALGREENS #4156........................  12405 NE 85th Street, Kirkland,
                                          WA 98033-8032.
WALGREENS #4157........................  859 NE Northgate Way, Seattle,
                                          WA 98125-7311.
WALGREENS #4730........................  13110 Bothell Everett Highway,
                                          Everett, WA 98208-7202.
WALGREENS #4760........................  12105 Pacific Avenue S, Tacoma,
                                          WA 98444-5124.
WALGREENS #4898........................  6330 35th Avenue SW, Seattle,
                                          WA 98126-3004.
WALGREENS #5150........................  3737 Pacific Avenue, Tacoma, WA
                                          98418-7827.
WALGREENS #5571........................  1510 Cooper Point Road SW,
                                          Olympia, WA 98502-5734.
WALGREENS #5697........................  15225 Pacific Avenue S, Tacoma,
                                          WA 98444-4667.
WALGREENS #5698........................  3099 Bethel Road SE, Port
                                          Orchard, WA 98366-2432.
WALGREENS #5912........................  3333 Wheaton Way, Bremerton, WA
                                          98310-3449.
WALGREENS #5950........................  4412 Rainier Avenue S, Seattle,
                                          WA 98118-1373.
WALGREENS #5951........................  11509 Canyon Road E, Puyallup,
                                          WA 98373-4359.
WALGREENS #6083........................  4540 Lacey Boulevard SE, Lacey,
                                          WA 98503-5719.
WALGREENS #6102........................  4404 S Meridian, Puyallup, WA
                                          98373-9500.
WALGREENS #6194........................  222 Pike Street, Seattle, WA
                                          98101-2108.
WALGREENS #6258........................  11607 98th Avenue NE, Kirkland,
                                          WA 98034-4216.
WALGREENS #6259........................  9456 16th Avenue SW, Seattle,
                                          WA 98106-2824.
WALGREENS #6260........................  729 Meridian Avenue E,
                                          Edgewood, WA 98371-1041.
WALGREENS #6302........................  16423 Larch Way, Lynnwood, WA
                                          98037-8108.
WALGREENS #6304........................  27112 132nd Avenue SE, Kent, WA
                                          98042-7228.
WALGREENS #6307........................  10200 Mukilteo Speedway,
                                          Mukilteo, WA 98275-4743.
WALGREENS #6357........................  6300 E Lake Sammamish Parkway
                                          SE, Issaquah, WA 98029-8935.
WALGREENS #6389........................  8500 15th Avenue NW, Seattle,
                                          WA 98117-3665.
WALGREENS #6422........................  9709 Silverdale Way NW,
                                          Silverdale, WA 98383-9445.
WALGREENS #6423........................  6432 State Highway 303 NE,
                                          Bremerton, WA 98311-3714.
WALGREENS #6614........................  20812 Bothell Everett Highway,
                                          Bothell, WA 98021-8404.
WALGREENS #6720........................  16824 Highway 99, Lynnwood, WA
                                          98037-3167.
WALGREENS #6814........................  10302 Sunrise Boulevard E,
                                          Puyallup, WA 98374-8833.
WALGREENS #6890........................  500 15th Avenue E, Seattle, WA
                                          98112-4513.
WALGREENS #6901........................  28817 Military Road S, Federal
                                          Way, WA 98003-7912.
WALGREENS #6917........................  8333 Martin Way E, Lacey, WA
                                          98516-5808.
WALGREENS #7132........................  11216 4th Avenue W, Everett, WA
                                          98204-4979.
WALGREENS #7136........................  1350 Garrett Street, Enumclaw,
                                          WA 98022-3468.
WALGREENS #7137........................  2650 Bridgeport Way W,
                                          University Place, WA 98466-
                                          4720.
WALGREENS #7173........................  22320 Meridian Avenue E,
                                          Graham, WA 98338-8427.
WALGREENS #7355........................  3011 NE Sunset Boulevard,
                                          Renton, WA 98056-3101.
WALGREENS #7356........................  3540 N Pearl Street, Tacoma, WA
                                          98407-2607.
WALGREENS #7570........................  2205 Broadway, Everett, WA
                                          98201-2321.
WALGREENS #7700........................  34008 Hoyt Road SW, Federal
                                          Way, WA 98023-3208.
WALGREENS #7908........................  27130 172nd Avenue SE,
                                          Covington, WA 98042-4940.
WALGREENS #9373........................  17524 Aurora Avenue N,
                                          Shoreline, WA 98133-4813.
WALGREENS #10304.......................  14308 Meridian E, Puyallup, WA
                                          98373-5613.
WALGREENS #10553.......................  15585 NE 24th Street, Bellevue,
                                          WA 98007-3836.
WALGREENS #10926.......................  490 W Washington Street,
                                          Sequim, WA 98382-3342.
WALGREENS #11856.......................  566 Denny Way, Seattle, WA
                                          98109-5012.
WALGREENS #12168.......................  3929 Kitsap Way, Bremerton, WA
                                          98312-2451.
WALGREENS #12453.......................  702 Trosper Road SW, Tumwater,
                                          WA 98512-6934.
WALGREENS #12497.......................  4105 NE 4th Street, Renton, WA
                                          98059-5012.
WALGREENS #12910.......................  4840 Borgen Boulevard, Gig
                                          Harbor, WA 98332-6826.
WALGREENS #12933.......................  718 91st Avenue NE, Lake
                                          Stevens, WA 98258-2420.
WALGREENS #13770.......................  17520 Avondale Road NE,
                                          Woodinville, WA 98077-9100.
WALGREENS #15158.......................  404 State Avenue, Marysville,
                                          WA 98270-5030.
WALGREENS #15404.......................  9797 Edmonds Way, Edmonds, WA
                                          98020-5939.
WALGREENS #21452.......................  951 Mercer Street, Seattle, WA
                                          98109-4351.
WinCo #174.............................  1005 S Yew Street, Centralia,
                                          WA 98531-1038.
WINCO FOODS #8 PBS.....................  3947 116th Street NE,
                                          Marysville, WA 98271-8419.
WINCO FOODS #16 PBS....................  9518 176th Street E, Puyallup,
                                          WA 98375-9300.
WINCO FOODS #43 PBS....................  160 SW Campus Drive, Federal
                                          Way, WA 98023.

[[Page 7676]]

 
WINCO FOODS #50 PBS....................  21100 91st Place S, Kent, WA
                                          98031-2413.
WINCO FOODS #74 PBS....................  6621 166th Avenue E, Sumner, WA
                                          98390-2902.
WINCO FOODS #102 PBS...................  7540 Martin Way E, Olympia, WA
                                          98516-5657.
WINCO FOODS #104 PBS...................  9900 19th Avenue SE, Everett,
                                          WA 98208-3811.
WINCO FOODS #105 PBS...................  4969 Kitsap Way, Bremerton, WA
                                          98312-2372.
WINCO FOODS #106 PBS...................  1913 S 72nd Street, Tacoma, WA
                                          98408-1214.
WINCO FOODS #118 PBS...................  300 E Bellis Fair Parkway,
                                          Bellingham, WA 98226-6411.
WINCO FOODS #136 PBS...................  21900 Highway 99, Edmonds, WA
                                          98026-8038.
WinCo Foods #169.......................  10315 Silverdale Way NW,
                                          Silverdale, WA 98383-7691.
WinCo Foods #170.......................  6201 6th Avenue, Tacoma, WA
                                          98406-2019.
WALMART #2037..........................  909 E Whiskah, Aberdeen, WA
                                          98520.
WALMART #2385..........................  762 Outlet Collection Drive SW,
                                          Auburn, WA 98001-6582.
WALMART #2403..........................  310 31st Avenue SE, Puyallup,
                                          WA 98374-1232.
WALMART #2571..........................  1900 S 314th Street, Federal
                                          Way, WA 98003-5622.
WALMART #3525..........................  16502 Meridian E, Puyallup, WA
                                          98375-2515.
WALMART #5073..........................  17432 SE 270th Place,
                                          Covington, WA 98042-4962.
WALMART #5628..........................  19191 N Kelsey Street, Monroe,
                                          WA 98272-1459.
DOLLAR GENERAL #30343..................  6003 Highway 291 #B, Nine Mile
                                          Falls, WA 99026-9565.
Walmart Supercenter #1947..............  902 Engh Road, Omak, WA 98841-
                                          9473.
7-11 #14406............................  1504 W Sylvester Street, Pasco,
                                          WA 99301-4844.
7-11 #14423............................  4313 W Court Street, Pasco, WA
                                          99301-2715.
7-11 #14428--WRIGHT....................  415 Wright Avenue, Richland, WA
                                          99352-3617.
7-11 #14435--TERR HGTS.................  3908 Terrace Heights Drive,
                                          Yakima, WA 98901-1427.
7-11 #17053--UNIVERSITY................  1001 E University Way,
                                          Ellensburg, WA 98926-2603.
7-11 #19305--SELAH.....................  120 N 1st Street, Selah, WA
                                          98942-1365.
7-11 #23579--MAIN......................  112 W University Way,
                                          Ellensburg, WA 98926-2903.
7-11 #25128--TOPPENISH.................  316 S Elm Street, Toppenish, WA
                                          98948-1510.
7-11 #27556--FRUITVALE.................  1602 Fruitvale Boulevard,
                                          Yakima, WA 98902-1237.
ALBERTSONS #228........................  1330 N 20th Avenue, Pasco, WA
                                          99301-4054.
ALBERTSONS #252........................  690 Gage Boulevard, Richland,
                                          WA 99352-9512.
ALBERTSONS #3253.......................  5204 W Clearwater Avenue,
                                          Kennewick, WA 99336-1906.
BENTON R.E.A.--WEST RICHLAND...........  6095 W Van Giesen Street, West
                                          Richland, WA 99353-9312.
BI-MART #605...........................  309 S 5th Avenue, Yakima, WA
                                          98902-3548.
BI-MART #619...........................  1649 Plaza Way, Walla Walla, WA
                                          99362-4324.
BI-MART #621...........................  608 E Mountain View Avenue,
                                          Ellensburg, WA 98926-3819.
BI-MART #626...........................  1207 N 40th Avenue, Yakima, WA
                                          98908-9456.
BI-MART #636...........................  110 W South Hill Road,
                                          Sunnyside, WA 98944-9172.
BI-MART #642...........................  780 Grant Road, East Wenatchee,
                                          WA 98802-5429.
BI-MART #655...........................  200 S 1st Place, Hermiston, OR
                                          97838-2386.
BI-MART #656...........................  901 SW Emigrant Avenue,
                                          Pendleton, OR 97801-1948.
CASCADE FARM & OUTDOOR.................  598 N Wilbur Avenue, Walla
                                          Walla, WA 99362-1549.
CASCADE NATURAL GAS....................  701 S 1st Avenue, Yakima, WA
                                          98902-4677.
COLUMBIA ASPHAULT & GRAVEL.............  377 Parker Bridge Road, Parker,
                                          WA 98939.
COUNTRY MERCHANTILE....................  232 Crestloch Road, Pasco, WA
                                          99301-9606.
DOLLAR GENERAL #21945..................  210 S 2nd Street, Benton City,
                                          WA 99320-9735.
DOLLAR GENERAL #22034..................  10410 US Highway 12, Naches, WA
                                          98937-8786.
DOLLAR GENERAL #22071..................  182 E Hawthorn Street, Connell,
                                          WA 99326.
DOLLAR GENERAL #22127..................  165 1st Avenue, Zillah, WA
                                          98953-9779.
DOLLAR GENERAL #22225..................  45 S Columbia Street, Milton
                                          Freewater, OR 97862-7682.
DOLLAR GENERAL #22246..................  610 Bailey Avenue, Granger, WA
                                          98932-9558.
DOLLAR GENERAL #22322..................  450 Baltimore Street, Elgin, OR
                                          97827.
DOLLAR GENERAL #22551..................  125 W Columbia Lane, Irrigon,
                                          OR 97844-6900.
DOLLAR GENERAL #22595..................  379 5th Avenue, Burbank, WA
                                          99323-9738.
DOLLAR GENERAL #22672..................  1409 E Lewis Street, Pasco, WA
                                          99301-4309.
DOLLAR GENERAL #22673..................  669 S Main Street, Kittitas, WA
                                          98934-0308.
DOLLAR GENERAL #22732..................  1410 6th Street, Umatilla, OR
                                          97882-9792.
DOLLAR GENERAL #22743..................  60 Government Road, Mattawa, WA
                                          99349-5115.
DOLLAR GENERAL #22921..................  310 S Main Street, Boardman, OR
                                          97818.
DOLLAR GENERAL #23045..................  378 N Main Street, Heppner, OR
                                          97836-2036.
DOLLAR GENERAL #23046..................  1206 W Highland Avenue,
                                          Hermiston, OR 97838-9511.
DOLLAR GENERAL #23054..................  105 Simon Way, Stanfield, OR
                                          97875.
DOLLAR GENERAL #23098..................  513 S Park Street, Chewelah, WA
                                          99109-9362.
DOLLAR GENERAL #23194..................  181 NW Birch Street, Pilot
                                          Rock, OR 97868.
DOLLAR GENERAL #23241..................  79 Highway 28 West, Soap Lake,
                                          WA 98851.
DOLLAR GENERAL #23347..................  3952 Highway 292, Loon Lake, WA
                                          99148-9790.
DOLLAR GENERAL #23353..................  125 Main Street, Mabton, WA
                                          98935.
DOLLAR GENERAL #23396..................  320 S Main Street, Springdale,
                                          WA 99173-7005.
DOLLAR GENERAL #23478..................  313 W 1st Avenue, Warden, WA
                                          98857-9345.
DOLLAR GENERAL #23566..................  1005 Plaza Way, Grandview, WA
                                          98930.
DOLLAR GENERAL #23675..................  2603 Villard Street, Pomeroy,
                                          WA 99347.
DOLLAR GENERAL #25062..................  715 NE Main Avenue, Wilbur, WA
                                          99185-5176.
DOLLAR GENERAL #25351..................  70970 Frontage Road, Wallowa,
                                          OR 97885-8128.

[[Page 7677]]

 
DOLLAR GENERAL #25365..................  8104 Valley Road NE, Moses
                                          Lake, WA 98837-9673.
DOLLAR GENERAL #25678..................  1635 W Broadway Avenue, Moses
                                          Lake, WA 98837-2612.
EL MERCADO DE GRANDVIEW................  206 Euclid Street, Grandview,
                                          WA 98930-1160.
ESPARZA ENTERPRISES....................  1315 Dietrich Road, Pasco, WA
                                          99301-8048.
Love's Travel Stop #0650...............  78665 Tower Road, Boardman, OR
                                          97818-8501.
Lowe's Home Improvement #152...........  1200 Walla Walla Avenue,
                                          Wenatchee, WA 98801-1527.
PAVEMENT SURFACE CONTOL................  307 N Dayton Street, Kennewick,
                                          WA 99336-3649.
Pilot Travel Center #1195..............  1307 N Dolarway Road,
                                          Ellensburg, WA 98926-9362.
Pilot Travel Center #934...............  63276 Highway 2023, La Grande,
                                          OR 97850.
RESER'S FINE FOOD......................  5526 N Capitol Avenue, Pasco,
                                          WA 99301.
RITE AID #5293.........................  500 S Pioneer Way, Moses Lake,
                                          WA 98837-1812.
RITE AID #5296--W NOB HILL.............  2204 W Nob Hill Boulevard,
                                          Suite B, Yakima, WA 98902-
                                          6200.
RITE AID #5297--U.G....................  2515 Main Street, Union Gap, WA
                                          98903-1675.
RITE AID #5299--EBURG..................  700 S Main Street, Ellensburg,
                                          WA 98926-3641.
RITE AID #5314.........................  1308 N 20th Avenue, Pasco, WA
                                          99301-4054.
RITE AID #5316.........................  1901 N Steptoe Street,
                                          Kennewick, WA 99336-7120.
RITE AID #5317.........................  101 N Ely Street, Kennewick, WA
                                          99336-2941.
RITE AID #5318.........................  1549 George Washington Way,
                                          Richland, WA 99354-2602.
RITE AID #5319.........................  1329 Lee Boulevard, Richland,
                                          WA 99352-4141.
RITE AID #5395.........................  1900 SW Court Avenue,
                                          Pendleton, OR 97801-1817.
RITE AID #6347.........................  250 Basin Street SW, Ephrata,
                                          WA 98823-1852.
ROSAUERS FOOD #139.....................  410 S 72nd Avenue, Yakima, WA
                                          98908-1673.
SAFEWAY #149...........................  1610 W Lincoln Avenue, Yakima,
                                          WA 98902-2408.
SAFEWAY #0333--GEO WA WAY--PAS.........  1803 George Washington Way,
                                          Richland, WA 99354-2305.
SAFEWAY #0563..........................  613 S 6th Street, Sunnyside, WA
                                          98944-2110.
SAFEWAY #1135--CLE ELUM................  804 E 1st Street, Cle Elum, WA
                                          98922-1253.
SAFEWAY #1235..........................  2204 W Nob Hill Boulevard,
                                          Suite A, Yakima, WA 98902-
                                          6200.
SAFEWAY #1593--GRANDVIEW...............  610 E Wine Country Road,
                                          Grandview, WA 98930-1062.
SAFEWAY #1630..........................  400 N Ruby Street, Ellensburg,
                                          WA 98926-3152.
SAFEWAY #1660..........................  905 E Mead Avenue, Yakima, WA
                                          98903-3721.
SAFEWAY #3252--MOSES LAKE..............  601 S Pioneer Way, Suite A,
                                          Moses Lake, WA 98837-4801.
SAFEWAY #462...........................  205 N 5th Avenue, Yakima, WA
                                          98902-2643.
SAFEWAY #502...........................  5702 Summitview Avenue, Yakima,
                                          WA 98908-3040.
SAFEWAY #584...........................  711 W 1st Avenue, Toppenish, WA
                                          98948-1153.
STAGECOACH RV PARK.....................  16201 N Wenas Road, Selah, WA
                                          98942-9107.
SUPER ONE ROSAURS #130.................  200 E Mountain View Avenue,
                                          Ellensburg, WA 98926-3771.
TARGET #2314...........................  2941 Queensgate Drive,
                                          Richland, WA 99352-9101.
TARGET #760............................  12 N Fair Avenue, Yakima, WA
                                          98901-4520.
TARGET #830............................  1106 N Columbia Center
                                          Boulevard, Kennewick, WA 99336-
                                          1161.
TWIN CITY FOODS........................  5405 N Industrial Way, Pasco,
                                          WA 99301-9547.
WALGREENS #10107.......................  633 W Tietan Street, Walla
                                          Walla, WA 99362-4329.
WALGREENS #10195.......................  2800 W Clearwater Avenue,
                                          Kennewick, WA 99336-2945.
WALGREENS #10478.......................  1601 George Washington Way,
                                          Richland, WA 99354-2626.
WALGREENS #1078........................  2005 W Court Street, Pasco, WA
                                          99301-3934.
WALGREENS #12053.......................  6400 W Nob Hill Boulevard,
                                          Yakima, WA 98908-1929.
WALGREENS #12275.......................  610 W Yakima Avenue, Yakima, WA
                                          98902-3365.
WALGREENS #13971.......................  470 Grant Road, Wenatchee, WA
                                          98802-5336.
WALGREENS #2647........................  200 E Broadway Avenue, Moses
                                          Lake, WA 98837-1718.
WALGREENS #2670........................  1050 N Miller Street,
                                          Wenatchee, WA 98801-1512.
WALGREENS #9113........................  4000 W 27th Avenue, Kennewick,
                                          WA 99337-2422.
WALGREENS #9596........................  585 Gage Boulevard, Richland,
                                          WA 99352-7761.
WALGREENS #9765........................  5506 N Road 68, Pasco, WA 99301-
                                          9627.
WALGREENS #9911........................  4001 Summitview Avenue, Suite
                                          1, Yakima, WA 98908-2945.
WALMART #2187..........................  2000 N Wenatchee Avenue,
                                          Wenatchee, WA 98801-1056.
WALMART #3754..........................  108 N Apple Blossom Drive,
                                          Chelan, WA 98816-8679.
WESTERN MATERIALS......................  317 S 5th Avenue, Pasco, WA
                                          99301-5596.
Winco #164.............................  1340 N Wenatchee Avenue,
                                          Wenatchee, WA 98801-1558.
WINCO FOODS #111 PBS...................  2425 Longfibre Avenue, Union
                                          Gap, WA 98903-1503.
WINCO FOODS #141.......................  960 N Stratford Road, Moses
                                          Lake, WA 98837-1513.
WINCO FOODS #2 PBS.....................  4602 W Clearwater Avenue,
                                          Kennewick, WA 99336-6206.
WINCO FOODS #45 PBS....................  101 Columbia Point Drive,
                                          Richland, WA 99352-4387.
------------------------------------------------------------------------

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Reddy Ice LLC, Stone 
Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., 
Defendants.
Case No.: 1:26-cv-271-SLS

Competitive Impact Statement

    In accordance with the Antitrust Procedures and Penalties Act, 15 
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of 
America files this Competitive Impact Statement related to the proposed 
Final Judgment filed in this civil antitrust proceeding.

I. Nature and Purpose of The Proceeding

    On July 3, 2025, Stone Canyon Industries Holdings, L.P. (``Reddy 
Ice'')

[[Page 7678]]

agreed to acquire Chill Parent Holdco, L.P. (``Arctic Glacier'') for a 
price of more than $126.4 million but less than $179.4 million. The 
United States filed a civil antitrust Complaint on January 30, 2026, 
seeking to enjoin the proposed acquisition. (See ECF No. 1; see also 
Corrected Complaint filed Feb. 2, 2026, at ECF No. 8-1) (``Corrected 
Complaint'').\1\ The Corrected Complaint alleges that the likely effect 
of this acquisition would be to substantially lessen competition for 
the sale of packaged ice (1) to retail chains in the states of Oregon 
and Washington and in Imperial and Riverside counties in the state of 
California, and (2) to airlines and airline caterers in the 
metropolitan areas of Boston, Massachusetts and New York City, New 
York, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
---------------------------------------------------------------------------

    \1\ Per the Court's ECF instruction on February 2, 2026, the 
United States filed corrected documents in this matter to comply 
with the requirement that the signing attorney must be the filing 
attorney. No substantive changes were made to the corrected 
documents.
---------------------------------------------------------------------------

    At the same time the Complaint was filed, the United States filed a 
proposed Final Judgment and an Asset Preservation and Hold Separate 
Stipulation and Order, which are designed to remedy the loss of 
competition alleged in the Complaint. (See ECF No. 2-1; see also 
Corrected Asset Preservation and Hold Separate Stipulation and Order 
filed Feb. 2, 2026, at ECF No. 8-3) (``Corrected Stipulation and 
Order'').\2\
---------------------------------------------------------------------------

    \2\ See footnote 1.
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    Under the terms of the proposed Final Judgment, which are explained 
more fully below, Defendants are required to divest ice manufacturing 
and distribution facilities, customer relationships and contracts, and 
other assets, in California to San Diego Ice Company, Inc. (``San Diego 
Ice'') and in Washington to Columbia Basin Ice, LLC (``Columbia Basin 
Ice''), or to other acquirers acceptable to the United States. 
Defendants are also required to divest customer relationships and 
contracts, along with other assets, in Oregon to Oregon Ice Company, 
LLC (``Oregon Ice''), in the Boston, Massachusetts metropolitan area to 
Dee Zee Ice, LLC (``Dee Zee Ice''), and in the New York City, New York 
metropolitan area to Natuzzi Ice, Inc. (``Natuzzi Ice''), or to other 
acquirers acceptable to the United States. Additionally, under the 
proposed Final Judgment, Defendants are (1) required to sever any 
existing distribution or co-packing agreements with the acquirers; (2) 
prohibited from entering into new distribution or co-packing agreements 
with the acquirers during the term of the proposed Final Judgment, 
unless the United States permits entry into such agreements; (3) 
prohibited from competing for the divested customers for a limited 
time; (4) required to undergo annual antitrust compliance training 
approved by the United States; and (5) required to provide advance 
notification to the United States of certain future acquisitions of 
packaged ice companies.
    Under the terms of the Corrected Stipulation and Order, Defendants 
must take certain steps to operate, preserve, and maintain the full 
economic viability, marketability, and competitiveness of the assets 
that must be divested. In addition, the management, sales, and 
operations of the assets that must be divested must be held entirely 
separate, distinct, and apart from Defendants' other operations. The 
purpose of these terms in the Corrected Stipulation and Order is to 
ensure that competition is maintained during the pendency of the 
required divestitures.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment will terminate this action, except that the 
Court will retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Description of Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

    Reddy Ice is the largest producer of packaged ice in the United 
States, with annual revenues of approximately $511 million. It is 
headquartered in Dallas, Texas, and is owned by Stone Canyon Industries 
Holdings, LP. Reddy Ice sells packaged ice in 37 states and the 
District of Columbia. It operates 100 ice manufacturing and 
distribution facilities in the United States. Reddy Ice also owns 
approximately 2,320 in-store bagging machines that automatically 
produce and package bags of ice at retail chain and convenience stores.
    Arctic Glacier is the third largest packaged ice producer in the 
United States, with annual revenues of approximately $306 million. It 
has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, 
Canada. Arctic Glacier's ultimate parent is Chill Parent Holdco, L.P., 
which is owned by the Carlyle Group. Arctic Glacier sells packaged ice 
in 19 states. It operates 57 ice manufacturing and distribution 
facilities in the United States.
    Reddy Ice and Arctic Glacier have largely complementary footprints 
in the United States, although they overlap in some geographic areas. 
Reddy Ice's packaged ice facilities are located in the U.S. Southeast, 
South, and parts of the West and West Coast; Arctic Glacier's packaged 
ice facilities are located in the U.S. Northeast, parts of the Midwest, 
and on the West Coast.
    On July 3, 2025, Reddy Ice and Arctic Glacier executed a purchase 
agreement through which Reddy Ice will acquire Arctic Glacier for more 
than $126.4 million but less than $179.4 million.

B. Competitive Effects of the Transaction

    The Corrected Complaint alleges that the transaction will result in 
anticompetitive effects in the markets for the sale of packaged ice (1) 
to retail chains in the states of Oregon and Washington and in Imperial 
and Riverside counties in the state of California, and (2) to airlines 
and airline caterers in the metropolitan areas of Boston, Massachusetts 
and New York City, New York.
    The transaction will combine the largest two producers of packaged 
ice in certain parts of the United States where they both compete. As 
alleged in the Corrected Complaint, eliminating competition between 
Reddy Ice and Arctic Glacier would likely lead to higher prices, 
reduced service quality, or both for packaged ice sold to retail chains 
in the states of Oregon, Washington, and in Imperial and Riverside 
counties in the state of California and to airlines and airline 
caterers in the metropolitan areas of Boston and New York City.
1. Relevant Markets
a. Packaged Ice Sold to Retail Chains in Oregon, Washington, and 
Imperial and Riverside Counties in California
    As alleged in the Corrected Complaint, packaged ice sold to 
national, regional, and multi-regional chains in Oregon, Washington, 
and Imperial and Riverside counties in California are relevant markets 
under Section 7 of the Clayton Act.
    Packaged ice sold to retail chains is a recognized product category 
in the ice industry and is typically sold in seven-pound and larger 
bags. High-quality service and on-time delivery are important to retail 
chains that need to have ice stocked throughout the year, especially 
during the summer months. Retail chains often prefer to contract with 
large producers of packaged ice such as Reddy Ice and Arctic Glacier 
because they have the ability to serve

[[Page 7679]]

stores across multiple geographies. Other reasons include volume 
discounts; proven ability to serve large customers; the administrative 
simplicity of working with fewer suppliers; and the ability of large 
producers of packaged ice to supply back-up ice from their other 
facilities.
    There are no reasonable substitutes for packaged ice for most 
retail chains. Ice vending machines and self-supply of packaged ice are 
not viable alternatives for most retail chains due to cost, capacity, 
and space limitations.
    Packaged ice producers negotiate individual prices with retail 
chains for delivery of packaged ice to multiple store locations. A 
price increase can therefore be targeted to an individual customer due 
to a lessening in competition. Customers that are similarly situated 
with respect to the effects of the transaction may be analyzed as a 
group, and the location of the group delineates the relevant geographic 
market. Affected customers in the relevant geographic markets cannot 
evade a price increase via arbitrage, that is, by re-purchasing 
packaged ice from customers in other areas that have not been subject 
to a price increase. This is not practical for a number of reasons, 
including the costs of transportation, which can be high due to 
packaged ice's high volume and weight relative to its sales price, as 
well as the expense of fuel and refrigeration. The relevant geographic 
markets in which retail chains will likely be harmed by the proposed 
transaction are the locations of these similarly situated targetable 
customers in Oregon, Washington, and Imperial and Riverside counties in 
California.
    For these reasons, the Corrected Complaint alleges that a 
hypothetical monopolist supplier of packaged ice to retail chains in 
Oregon, Washington, and Imperial and Riverside counties in California 
would profitably increase prices by at least a small but significant 
non-transitory amount because retail chains in these areas have no 
practical alternative source of supply.
b. Packaged Ice Sold to Airlines and Airline Caterers in the 
Metropolitan Areas of Boston, MA and New York City, NY
    As alleged in the Corrected Complaint, packaged ice sold to 
airlines and airline caterers in the metropolitan areas of Boston, 
Massachusetts and New York City, New York, are relevant markets under 
Section 7 of the Clayton Act. Packaged ice sold to airlines and airline 
caterers is a recognized product category in the ice industry. Airlines 
and airlines caterers buy packaged ice primarily for use during the in-
flight beverage services. Unlike retail chains, most airlines and 
airline caterers purchase smaller, five-pound heat-sealed bags, which 
require different machinery that many ice producers do not have, rather 
than the typical seven-pound and larger bags sold to retail chains.
    There are no reasonable substitutes for packaged ice for most 
airlines and airline caterers. Ice vending machines and self-supply of 
packaged ice are not viable alternatives for most airlines and airline 
caterers due to cost, capacity, and space limitations.
    Packaged ice producers negotiate individual prices with airlines 
and airline caterers for delivery to airports. Similar to retail 
chains, airlines and airline caterers can be individually targeted for 
price increases due to a lessening of competition. Similarly situated 
airlines and airline caterers can be grouped together to assess the 
effects of the transaction. The relevant geographic markets are the 
locations of these groups of customers in the metropolitan areas of 
Boston and New York City.
    For these reasons, the Corrected Complaint alleges that a 
hypothetical monopolist supplier of packaged ice to airlines and 
airline caterers in the Boston and New York City metropolitan areas 
would profitably increase prices by at least a small but significant 
non-transitory amount because airlines and airline caterers in these 
areas have no practical alternative source of supply.
2. Competitive Effects
    As alleged in the Corrected Complaint, Reddy Ice's acquisition of 
Arctic Glacier would combine the largest packaged ice producers capable 
of servicing most retail chains, airlines, and airline caterers in the 
relevant geographic markets. In each of the relevant markets, Reddy Ice 
and Arctic Glacier compete head-to-head to sell packaged ice by 
lowering prices to customers and by providing better services, such as 
more reliable, frequent, and on-time deliveries. In some of these 
geographic markets, Reddy Ice competes exclusively using a co-packer 
that manufactures and delivers the ice to the customer on behalf of 
Reddy Ice. Many customers solicit bids from packaged ice producers and 
select the bidder that offers the best combination of quality of 
service and price. Even customers who use less formal procurement 
processes benefit from the competition between these two large 
producers on price and quality of service.
    The acquisition would eliminate the benefits of competition for 
sales of packaged ice between Reddy Ice and Arctic Glacier in the 
relevant markets. As alleged in the Corrected Complaint, the 
acquisition would result in higher prices, lower service quality, or 
both, and leave retail chains, airlines, and airline caterers in the 
relevant markets with few, if any, competitive alternatives.
3. Difficulty of Entry and Expansion
    As alleged in the Corrected Complaint, sufficient and timely entry 
by competitors into the relevant packaged ice markets is unlikely to 
prevent the harm to competition that is likely to result from Reddy 
Ice's acquisition of Arctic Glacier. Expansion among existing 
competitors is similarly unlikely to occur in a sufficient and timely 
fashion to prevent harm to retailers and consumers in these markets. 
Barriers to entry and expansion are high and include the substantial 
up-front capital investments required to build a network of facilities 
with the scale needed to meaningfully compete with the combined firm 
and reputational barriers such as the time required to build a 
supplier's reputation in the industry.
    The Corrected Complaint also alleges that the acquisition of Arctic 
Glacier by Reddy Ice is unlikely to generate efficiencies sufficient to 
reverse or outweigh the anticompetitive effects that are likely to 
occur as a result of the acquisition.

III. Explanation of the Proposed Final Judgment

    The relief required by the proposed Final Judgment is designed to 
remedy the loss of competition alleged in the Corrected Complaint by 
establishing independent and economically viable competitors for the 
sale of packaged ice to retail chains in Oregon, Washington, and 
Imperial and Riverside counties in California, and to airlines and 
airline caterers in the metropolitan areas of Boston, MA and New York 
City, NY.

A. Divestitures

1. Divestiture Assets in California, Oregon, and Washington
    The proposed Final Judgment defines three sets of divestiture 
assets for the relevant geographic markets in California (the 
``California Divestiture Assets''), Oregon (the ``Oregon Divestiture 
Assets''), and Washington (the ``Washington Divestiture Assets'') (see 
Paragraphs II.H., II.BB., and II.JJ., respectively of the proposed 
Final Judgment). Each set of assets must be divested within 30 calendar 
days after the Court's entry of the Corrected

[[Page 7680]]

Stipulation and Order. Each set of assets also must be divested in such 
a way as to satisfy the United States in its sole discretion that the 
assets can and will be operated by the acquirers as viable, ongoing 
businesses that can compete effectively in the market for the sale of 
packaged ice to retail chains in the relevant geographic markets. 
Defendants also must use their best efforts to accomplish the 
divestitures as expeditiously as possible and must cooperate with the 
acquirers.
    For the California Divestiture Assets, Defendants must divest the 
lease, facilities, machinery, equipment, vehicles, ice merchandisers, 
and customer contracts and relationships relating to or used in 
connection with the manufacture and sale of packaged ice to Reddy Ice's 
customers and customer locations listed in Schedule 1 of the proposed 
Final Judgment. Defendants must divest the California Divestiture 
Assets to San Diego Ice or another acquirer acceptable to the United 
States in its sole discretion.
    For the Oregon Divestiture Assets, Defendants must divest ice 
merchandisers and customer contracts and relationships relating to or 
used in connection with the manufacture and sale of packaged ice to 
Reddy Ice's customers and customer locations listed in Schedule 4 of 
the proposed Final Judgment. Defendants must also, at the option of the 
acquirer, grant the acquirer for a period of three years a rent-free 
and royalty-free right to use the in-store bagging machines that are at 
customer locations listed in Schedule 4. Defendants must divest the 
Oregon Divestiture Assets to Oregon Ice or another acquirer acceptable 
to the United States in its sole discretion.
    For the Washington Divestiture Assets, Defendants must divest 
leases and subleases, facilities, machinery, equipment, vehicles, ice 
merchandisers, and customer contracts and relationships relating to or 
used in connection with the manufacture and sale of packaged ice to 
Reddy Ice's customers and customer locations listed in Schedule 5 of 
the proposed Final Judgment. Defendants must also, at the option of the 
acquirer, grant the acquirer for a period of three years a rent-free 
and royalty-free right to use the in-store bagging machines that are at 
customer locations listed in Schedule 5. Defendants must divest the 
Washington Divestiture Assets to Columbia Basin Ice or another acquirer 
acceptable to the United States in its sole discretion.
    The acquirers, Oregon Ice, Columbia Basin Ice, and San Diego Ice, 
are packaged ice suppliers with multiple facilities in Oregon (Oregon 
Ice), Washington (Columbia Basin Ice), and in southern California (San 
Diego Ice). Each of these suppliers is currently serving large retail 
chains in those areas as a co-packer for Reddy Ice and has been serving 
as a co-packer for Reddy Ice for over seven years. Each will be 
acquiring the customer contracts and relationships that it currently 
serves as the co-packer. Because of their demonstrated track records of 
serving these large retail chain customers, they are well-positioned to 
continue to serve these customers and vigorously compete to retain them 
going forward.
    To avoid entanglements and agreements that may lessen future 
competition, Defendants must sever any existing manufacture, 
distribution, or co-pack agreements between any Defendant and an 
acquirer.
2. Divestitures Assets in Massachusetts and New York
    The proposed Final Judgment defines two sets of divestiture assets 
for the relevant geographic markets in Massachusetts (the 
``Massachusetts Divestiture Assets'') and New York (the ``New York 
Divestiture Assets'') (see Paragraphs II.W. and II.Z., respectively of 
the proposed Final Judgment). Each set of assets must be divested 
within 30 calendar days after the Court's entry of the Corrected 
Stipulation and Order. Each set of assets also must be divested in such 
a way as to satisfy the United States in its sole discretion that the 
assets can and will be operated by the acquirers as viable, ongoing 
businesses that can compete effectively in the market for the sale of 
packaged ice to airline and airline caterers in the relevant geographic 
markets. Defendants must use their best efforts to accomplish the 
divestitures as expeditiously as possible and must cooperate with the 
acquirers.
    For the Massachusetts Divestiture Assets, Defendants must divest 
ice merchandisers and customer contracts and relationships relating to 
or used in connection with the manufacture and sale of packaged ice to 
Reddy Ice's customers and customer locations listed in Schedule 2 of 
the proposed Final Judgment. Defendants must divest the Massachusetts 
Divestiture Assets to Dee Zee Ice or another acquirer acceptable to the 
United States in its sole discretion.
    For the New York Divestiture Assets, Defendants must divest ice 
merchandisers and customer contracts and relationships relating to or 
used in connection with the manufacture and sale of packaged ice to 
Reddy Ice's customers and customer locations listed in Schedule 3 of 
the proposed Final Judgment. Defendants must divest the New York 
Divestiture Assets to Natuzzi Ice or another acquirer acceptable to the 
United States in its sole discretion.
    The acquirers, Dee Zee Ice and Natuzzi Ice, are packaged ice 
suppliers capable of serving airlines and airline caterers in the 
metropolitan areas of Boston and New York City, respectively. Each of 
these acquirers is currently serving airlines and airline caterers in 
these markets as a co-packer for Reddy Ice and has been doing so for 
four years. Each will be acquiring the customer contracts and 
relationships that it currently serves as the co-packer. Because of 
their demonstrated track records of serving these customers, they are 
well-positioned to continue to serve these customers and vigorously 
compete to retain them going forward.
    To avoid entanglements and agreements that may lessen future 
competition, Defendants must sever any existing manufacture, 
distribution, or co-pack agreements between any Defendant and an 
acquirer.
3. Relevant Personnel and Non-Solicitation Provisions
    For the California, Oregon, and Washington Divestiture Assets, the 
proposed Final Judgment (see Paragraphs IV.I., VII.J., and VIII.J., 
respectively) contains provisions intended to facilitate the acquirers' 
efforts to hire certain employees needed to operate the divested 
assets. Specifically, the proposed Final Judgment requires Defendants 
to provide the acquirer and the United States with organization charts 
and information relating to these employees and to make them available 
for interviews. It also provides that Defendants must not interfere 
with any efforts by acquirers to hire these employees. Additionally, 
for employees who elect employment with an acquirer, Defendants must 
waive all non-compete and non-disclosure agreements, vest all unvested 
pension and other equity rights, provide all compensation and benefits 
that those employees have fully or partially accrued, and provide all 
other benefits that the employees would generally be provided had those 
employees continued employment with Defendants, including any retention 
bonuses or payments. The proposed Final Judgment further provides that 
for six months from the date of the California, Oregon, and Washington 
Divestitures, Defendants may not solicit to re-hire any of those 
employees who were hired by the acquirer, unless an employee is 
terminated or laid off by the acquirer or the acquirer agrees in 
writing that Defendants may solicit to re-hire that individual (see 
Paragraphs

[[Page 7681]]

IV.I.6., VII.J.6, and VIII.J.6. of the proposed Final Judgment).
4. In-Store Bagging Machine Parts Supply Contract Provisions
    For the Oregon and Washington Divestiture Assets, the proposed 
Final Judgment (see Paragraphs VII.L.1. and VIII.M.1., respectively) 
requires Defendants, at the option of the acquirer and subject to 
approval by the United States in its sole discretion, on or before the 
date of divestiture, to enter into one or more contracts for the supply 
of parts that the acquirer determines are needed for the maintenance of 
the in-store bagging machines being leased by the Defendants to the 
acquirer (see Paragraphs VII.L.1. and VIII.M.1. of the proposed Final 
Judgment). Any supply contract may be for a period of up to three 
years, as determined by the acquirer, on terms and conditions 
reasonably related to market conditions for the supply of such parts. 
At the option of the acquirer, subject to approval by the United States 
in its sole discretion, Defendants must enter into one or more 
extensions of any such contracts for a total of up to an additional two 
years. The acquirer may terminate all or a portion of a supply contract 
or extension without cost or penalty, upon 30 calendar days' written 
notice. These provisions will help to ensure that acquirers of 
customers with in-store bagging machines will have the ability to 
access the parts that are needed to maintain those machines, enhancing 
their ability to retain these customers.
5. Packaged Ice Supply Contract Provisions
    For all five sets of divestiture assets, the proposed Final 
Judgment (see Paragraphs IV.L., V.J., VI.J., VII.L.2., and VIII.M.2.) 
requires Defendants, at the option of the acquirers, to enter into one 
or more contracts for the supply of packaged ice for the customers that 
are being transferred to the acquirer, for a period of up to one year 
on terms and conditions reasonably related to market conditions for the 
supply of packaged ice. At the option of the acquirer, and subject to 
the approval of the United States in its sole discretion, Defendants 
must enter into one or more extensions of any such contract for the 
supply of packaged ice, for a total of up to an additional two years. 
The acquirer may terminate all or a portion of a supply contract or 
extension without cost or penalty upon 30 calendar days' written 
notice. These provisions will help to ensure that the acquirer will not 
face disruption to its supply of packaged ice and will help it to 
retain the customers transferred to it as part of the divestiture.
6. Transition Services Agreements Provisions
    For all five sets of divestiture assets, the proposed Final 
Judgment (see Paragraphs IV.M., V.K., VI.K., VII.M., and VIII.N.) 
requires Defendants, at the acquirer's option and subject to approval 
by the United States in its sole discretion, to enter into a transition 
services agreement, on or before the date of the divestiture, to 
provide back office, accounting, invoicing, customer service, employee 
health and safety, and information technology services and support for 
a period of up to 180 calendar days, and one or more extensions of up 
to an additional 180 days, on terms and conditions reasonably related 
to market conditions for the provision of the transition services. The 
acquirer may terminate all or a portion of the transition services 
agreement, including an extension, without cost or penalty, upon 30 
calendar days' written notice. The proposed Final Judgment also 
provides that employees of Defendants tasked with supporting this 
agreement must not share any competitively sensitive information of the 
acquirer with any other employee of Defendants.
7. Customer Non-Compete and Non-Solicitation Provisions
    For all five sets of divestiture assets, the proposed Final 
Judgment (see Paragraphs IV.N. and IV.O., V.L. and V.M., VI.L. and 
VI.M., VII.N. and VII.O., and VIII.O. and VIII.P.) prohibits Defendants 
from selling any packaged ice to the customers transferred to acquirers 
as part of the divestitures for a period of one year following the 
divestitures and prohibits Defendants from initiating customer-specific 
communications to solicit any customer transferred to acquirers as part 
of the divestitures for a period of three years following the 
divestitures. However, once the one-year term of the non-compete 
provisions expire, Defendants may respond to inquiries initiated by 
transferred customers and enter into negotiations to supply that 
customer (including responding to requests for quotation or proposal). 
Together, these provisions will help the acquirers establish and 
maintain important customer relationships and preserve competition.

B. Appointment of Divestiture Trustee

    If Defendants do not accomplish the divestitures of the California, 
Massachusetts, New York, Oregon, and Washington Divestiture Assets 
within the period prescribed in Paragraphs IV.A., V.A., VI.A., VII.A., 
and VIII.A. of the proposed Final Judgment, Section IX of the proposed 
Final Judgment provides that the Court will appoint a divestiture 
trustee selected by the United States to effect the divestitures. If a 
divestiture trustee is appointed, the proposed Final Judgment provides 
that Defendants must pay all costs and expenses of the trustee. The 
divestiture trustee's commission must be structured so as to provide an 
incentive for the trustee based on the price and terms obtained and the 
speed with which the divestiture is accomplished. After the divestiture 
trustee's appointment becomes effective, the divestiture trustee must 
provide monthly reports to the United States setting forth the 
divestiture trustee's efforts to accomplish the divestitures. If the 
divestitures have not been accomplished within 180 calendar days of the 
divestiture trustee's appointment, the United States may make 
recommendations to the Court, which may enter such orders as it deems 
appropriate, in order to carry out the purpose of the Final Judgment, 
including by extending the trust and the term of the divestiture 
trustee's appointment.

C. Appointment of Monitor

    Section XIV of the proposed Final Judgment provides that the Court 
will appoint a monitoring trustee selected by the United States in its 
sole discretion who will have the power and authority to investigate 
and report on Defendants' compliance with the terms of the Final 
Judgment and the Corrected Stipulation and Order, including Defendants' 
sale of the Divestiture Assets and Defendants' compliance with the 
supply contracts provisions in Paragraphs IV.L., V.J., VI.J., VII.L., 
and VIII.M., the transition services provisions in Paragraphs IV.M., 
V.K., VI.K., VII.M., and VIII.N., the customer non-compete provisions 
in Paragraphs IV.N., V.L., VI.L., VII.N., and VIII.O., the customer 
non-solicitation provisions in Paragraphs IV.O., V.M., VI.M., VII.O., 
and VIII.P of the proposed Final Judgment, as well as the antitrust 
compliance training provisions in Section XV of the proposed Final 
Judgment. The monitoring trustee will not have any responsibility or 
obligation for the operation of Defendants' businesses. The monitoring 
trustee will serve at Defendants' expense, on such terms and conditions 
as the United States approves, and Defendants must assist the 
monitoring trustee in fulfilling the monitoring trustee's obligations. 
The monitoring trustee will provide periodic reports to the United 
States on the

[[Page 7682]]

Defendants' efforts to comply with the Final Judgment and will serve 
until 90 calendar days after all supply contracts or customer non-
solicitation requirements have expired, whichever is later, unless the 
United States determines a different period is appropriate.

D. Notification Provisions

    Section XVII of the proposed Final Judgment requires Defendants to 
notify the United States 30 days in advance of executing certain 
transactions that would not otherwise be reportable under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. 
18a (``HSR Act''). The transactions covered by these provisions include 
Defendants' acquisition, directly or indirectly, of any assets of or 
any interest in any entity valued at 15% or greater of the ``size of 
transaction'' threshold (as adjusted annually and as specified in the 
HSR Act) that is involved in the manufacture or sale of packaged ice in 
Oregon; Washington; Imperial County, CA; Los Angeles County, CA; Orange 
County, CA; Riverside County, CA; San Bernardino County, CA; or San 
Diego County, CA; or in the manufacture or sale of packaged ice to, or 
within 50 miles of, customers located at Newark Liberty International 
Airport, John F. Kennedy International Airport, LaGuardia Airport, or 
Boston Logan International Airport. These additional reporting 
requirements are in effect during the five-year period following entry 
of the proposed Final Judgment.
    Section XVII will provide the United States with advance notice of, 
and an opportunity to evaluate, Defendants' acquisition of packaged ice 
suppliers in the same geographic areas where Defendants must complete 
divestitures. Additionally, Section XVII broadens the geographic scope 
of relief in California to encompass counties adjacent to or nearby 
Imperial and Riverside counties to ensure that Defendants notify the 
United States of future proposed acquisitions of rivals that may be 
capable of serving large retail chains. Because, as alleged in the 
Corrected Complaint, the packaged ice industry has experienced 
significant consolidation, future acquisitions of entities involved in 
the manufacture and sale of packaged ice in these geographic areas by 
Defendants may have the potential to substantially lessen competition. 
These provisions give the United States an opportunity to assess the 
competitive effects of such transactions in advance of their closing, 
even if the purchase price is below the HSR Act's threshold. Because 
the entity value threshold amount is much lower than the HSR's Act 
``size of transaction'' threshold, these provisions broaden Defendants' 
pre-merger reporting requirements.

F. Other Provisions To Ensure Compliance With the Proposed Final 
Judgment

    The proposed Final Judgment also contains provisions designed to 
promote compliance with and make enforcement of the Final Judgment as 
effective as possible. Paragraph XVIII.A. of the proposed Final 
Judgment prohibits Defendants, during the term of the Final Judgment, 
from reacquiring any part of or any interest in the Divestiture Assets 
or acquiring any part of or any interest in any acquirer without prior 
written authorization of the United States. This provision ensures that 
the acquirers will remain independent competitors of Defendants.
    Paragraph XVIII.B. of the proposed Final Judgment prohibits 
Defendants from entering into a new joint venture, partnership, or 
collaboration, including any distribution or co-packing agreements, 
with any acquirer during the term of the Final Judgment. However, the 
United States in its sole discretion may approve distribution or co-
packing agreements between Defendants and acquirers during the term of 
the Final Judgment. This provision ensures that the acquirers will have 
the incentive to compete against Defendants while allowing potentially 
pro-competitive distribution or co-packing agreements between 
Defendants and acquirers with approval from the United States.
    Section XV of the proposed Final Judgment provides that within 90 
calendar days of entry of the Final Judgment, and on an annual basis 
thereafter for the duration of the Final Judgment, Reddy Ice must 
conduct an antitrust compliance training approved by the United States 
on (i) the meaning and requirements of the Final Judgment and the 
Corrected Stipulation and Order, and (ii) compliance with federal and 
applicable state antitrust laws and guidelines. Reddy Ice must provide 
such training to its corporate leadership and their direct reports and 
all of its employees who communicate in any way with other 
manufacturers, suppliers, or distributors of packaged ice. The Chief 
Legal Officer of Reddy Ice must submit an affidavit certifying 
compliance with this training requirement within 370 calendar days of 
entry of the Final Judgment and on an annual basis thereafter.
    Paragraph XXI.A. provides that if, at any time during the five-year 
period following entry of the Final Judgment, the United States 
determines in its sole discretion that the Final Judgment has failed to 
fully redress the violations alleged in the Corrected Complaint, then 
the United States may re-open this proceeding to seek additional 
relief, including divestiture of additional assets from Defendants. The 
Court may order such additional relief if it finds by a preponderance 
of the evidence that there is a reasonable probability that the 
proposed Final Judgment did not fully redress the violations alleged in 
the Corrected Complaint.
    Paragraph XXI.B. provides that the United States retains and 
reserves all rights to enforce the Final Judgment, including the right 
to seek an order of contempt from the Court. Under the terms of this 
paragraph, Defendants have agreed that in any civil contempt action, 
any motion to show cause, or any similar action brought by the United 
States regarding an alleged violation of the Final Judgment, the United 
States may establish the violation and the appropriateness of any 
remedy by a preponderance of the evidence and that Defendants have 
waived any argument that a different standard of proof should apply. 
This provision aligns the standard for compliance with the Final 
Judgment with the standard of proof that applies to the underlying 
offense that the Final Judgment addresses.
    Paragraph XXI.C. provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgment. The 
proposed Final Judgment is intended to remedy the loss of competition 
the United States alleges would otherwise be harmed by the transaction. 
Defendants agree that they will abide by the proposed Final Judgment 
and that they may be held in contempt of the Court for failing to 
comply with any provision of the proposed Final Judgment that is stated 
specifically and in reasonable detail, as interpreted in light of this 
procompetitive purpose.
    Paragraph XXI.D. provides that if the Court finds in an enforcement 
proceeding that a Defendant has violated the Final Judgment, the United 
States may apply to the Court for an extension of the Final Judgment, 
together with such other relief as may be appropriate. In addition, to 
compensate American taxpayers for any costs associated with 
investigating and enforcing violations of the Final Judgment, Paragraph 
XXI.D. provides that, in any successful effort by the United States to 
enforce the Final Judgment against a Defendant, whether litigated or 
resolved before litigation, the Defendant must reimburse the

[[Page 7683]]

United States for attorneys' fees, experts' fees, and other costs 
incurred in connection with that effort to enforce this Final Judgment, 
including the investigation of the potential violation.
    Paragraph XXI.E. states that the United States may file an action 
against a Defendant for violating the Final Judgment for up to four 
years after the Final Judgment has expired or been terminated. This 
provision is meant to address circumstances such as when evidence that 
a violation of the Final Judgment occurred during the term of the Final 
Judgment is not discovered until after the Final Judgment has expired 
or been terminated or when there is not sufficient time for the United 
States to complete an investigation of an alleged violation until after 
the Final Judgment has expired or been terminated. This provision, 
therefore, makes clear that, for four years after the Final Judgment 
has expired or been terminated, the United States may still challenge a 
violation that occurred during the term of the Final Judgment.
    Finally, Section XXII of the proposed Final Judgment provides that 
the Final Judgment will expire ten years from the date of its entry, 
except that after five years from the date of its entry, the Final 
Judgment may be terminated upon notice by the United States to the 
Court and Defendants that the divestitures have been completed and 
continuation of the Final Judgment is no longer necessary or in the 
public interest.

IV. Remedies Available to Potential Private Plaintiffs

    Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment neither impairs 
nor assists the bringing of any private antitrust damage action. Under 
the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. 16(a), the 
proposed Final Judgment has no prima facie effect in any subsequent 
private lawsuit that may be brought against Defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry upon the Court's 
determination that the proposed Final Judgment is in the public 
interest.
    The APPA provides a period of at least 60 days preceding the 
effective date of the proposed Final Judgment within which any person 
may submit to the United States written comments regarding the proposed 
Final Judgment. Any person who wishes to comment should do so within 60 
days of the date of publication of this Competitive Impact Statement in 
the Federal Register, or within 60 days of the first date of 
publication in a newspaper of the summary of this Competitive Impact 
Statement, whichever is later. All comments received during this period 
will be considered by the U.S. Department of Justice, which remains 
free to withdraw its consent to the proposed Final Judgment at any time 
before the Court's entry of the Final Judgment. The comments and the 
response of the United States will be filed with the Court. In 
addition, the comments and the United States' responses will be 
published in the Federal Register unless the Court agrees that the 
United States instead may publish them on the U.S. Department of 
Justice, Antitrust Division's internet website.
    Written comments should be submitted in English to: Jill C. 
Maguire, Acting Chief, Healthcare & Consumer Products Section, 
Antitrust Division, United States Department of Justice, 450 Fifth St. 
NW, Suite 4100, Washington, DC 20530, [email protected].
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    As an alternative to the proposed Final Judgment, the United States 
considered a full trial on the merits against Defendants. The United 
States could have continued the litigation and sought preliminary and 
permanent injunctions against Reddy Ice's acquisition of Arctic 
Glacier. The United States is satisfied, however, that the relief 
required by the proposed Final Judgment will remedy the anticompetitive 
effects alleged in the Corrected Complaint, preserving competition for 
the sale of packaged ice in the California, Massachusetts, New York, 
Oregon, and Washington geographic markets alleged in the Corrected 
Complaint. Thus, the proposed Final Judgment achieves all or 
substantially all of the relief the United States would have obtained 
through litigation but avoids the time, expense, and uncertainty of a 
full trial on the merits.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

    Under the Clayton Act and APPA, proposed Final Judgments, or 
``consent decrees,'' in antitrust cases brought by the United States 
are subject to a 60-day comment period, after which the Court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the Court, in accordance with the statute as amended in 2004, is 
required to consider:

    (A) the competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration of relief sought, anticipated effects of 
alternative remedies actually considered, whether its terms are 
ambiguous, and any other competitive considerations bearing upon the 
adequacy of such judgment that the court deems necessary to a 
determination of whether the consent judgment is in the public 
interest; and
    (B) the impact of entry of such judgment upon competition in the 
relevant market or markets, upon the public generally and 
individuals alleging specific injury from the violations set forth 
in the complaint including consideration of the public benefit, if 
any, to be derived from a determination of the issues at trial.

    15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory 
factors, the Court's inquiry is necessarily a limited one as the 
government is entitled to ``broad discretion to settle with the 
defendant within the reaches of the public interest.'' United States v. 
Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); United States v. 
U.S. Airways Grp., Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) 
(explaining that the ``court's inquiry is limited'' in Tunney Act 
settlements); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 
U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a 
court's review of a proposed Final Judgment is limited and only 
inquires ``into whether the government's determination that the 
proposed remedies will cure the antitrust violations alleged in the 
complaint was reasonable, and whether the mechanisms to enforce the 
final judgment are clear and manageable'').
    As the U.S. Court of Appeals for the District of Columbia Circuit 
has held, under the APPA a court considers, among other things, the 
relationship between the remedy secured and the specific allegations in 
the government's Complaint, whether the proposed Final

[[Page 7684]]

Judgment is sufficiently clear, whether its enforcement mechanisms are 
sufficient, and whether it may positively harm third parties. See 
Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the 
relief secured by the proposed Final Judgment, a court may not ``make 
de novo determination of facts and issues.'' United States v. W. Elec. 
Co., 993 F.2d 1572, 1577 (D.C. Cir. 1993) (quotation marks omitted); 
see also Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 
152 F. Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 
F. Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S. Dist. LEXIS 84787, 
at *3. Instead, ``[t]he balancing of competing social and political 
interests affected by a proposed antitrust decree must be left, in the 
first instance, to the discretion of the Attorney General.'' W. Elec. 
Co., 993 F.2d at 1577 (quotation marks omitted). ``The court should 
also bear in mind the flexibility of the public interest inquiry: the 
court's function is not to determine whether the resulting array of 
rights and liabilities is the one that will best serve society, but 
only to confirm that the resulting settlement is within the reaches of 
the public interest.'' Microsoft, 56 F.3d at 1460 (quotation marks 
omitted); see also United States v. Deutsche Telekom AG, No. 19-2232 
(TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). More demanding 
requirements would ``have enormous practical consequences for the 
government's ability to negotiate future settlements,'' contrary to 
congressional intent. Microsoft, 56 F.3d at 1456. ``The Tunney Act was 
not intended to create a disincentive to the use of the consent 
decree.'' Id.
    The United States' predictions about the efficacy of the remedy are 
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 
1461 (recognizing courts should give ``due respect to the Justice 
Department's . . . view of the nature of its case''); United States v. 
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In 
evaluating objections to settlement agreements under the Tunney Act, a 
court must be mindful that [t]he government need not prove that the 
settlements will perfectly remedy the alleged antitrust harms[;] it 
need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'' (internal 
citations omitted)); United States v. Republic Servs., Inc., 723 F. 
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to 
which the government's proposed remedy is accorded''); United States v. 
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A 
district court must accord due respect to the government's prediction 
as to the effect of proposed remedies, its perception of the market 
structure, and its view of the nature of the case.''). The ultimate 
question is whether ``the remedies [obtained by the Final Judgment are] 
so inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest.' '' Microsoft, 56 F.3d at 1461 
(quoting W. Elec. Co., 900 F.2d at 309).
    Moreover, the Court's role under the APPA is limited to reviewing 
the remedy in relationship to the violations that the United States has 
alleged in its Complaint, and does not authorize the Court to 
``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``[T]he 
`public interest' is not to be measured by comparing the violations 
alleged in the complaint against those the court believes could have, 
or even should have, been alleged''). Because the ``court's authority 
to review the decree depends entirely on the government's exercising 
its prosecutorial discretion by bringing a case in the first place,'' 
it follows that ``the court is only authorized to review the decree 
itself,'' and not to ``effectively redraft the complaint'' to inquire 
into other matters that the United States did not pursue. Microsoft, 56 
F.3d at 1459-60.
    In its 2004 amendments to the APPA, Congress made clear its intent 
to preserve the practical benefits of using judgments proposed by the 
United States in antitrust enforcement, Public Law 108-237 Sec.  221, 
and added the unambiguous instruction that ``[n]othing in this section 
shall be construed to require the court to conduct an evidentiary 
hearing or to require the court to permit anyone to intervene.'' 15 
U.S.C. 16(e)(2); see also U.S. Airways, 38 F. Supp. 3d at 76 
(indicating that a court is not required to hold an evidentiary hearing 
or to permit intervenors as part of its review under the Tunney Act). 
This language explicitly wrote into the statute what Congress intended 
when it first enacted the Tunney Act in 1974. As Senator Tunney 
explained: ``[t]he court is nowhere compelled to go to trial or to 
engage in extended proceedings which might have the effect of vitiating 
the benefits of prompt and less costly settlement through the consent 
decree process.'' 119 Cong. Rec. 24,598 (1973) (statement of Sen. 
Tunney). ``A court can make its public interest determination based on 
the competitive impact statement and response to public comments 
alone.'' U.S. Airways, 38 F. Supp. 3d at 76 (citing Enova Corp., 107 F. 
Supp. 2d at 17).

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

Dated: February 10, 2026

Respectfully submitted,

FOR PLAINTIFF
UNITED STATES OF AMERICA:

-----------------------------------------------------------------------
Chris Sung Joon Hong
United States Department of Justice
Antitrust Division
Healthcare & Consumer Products Section
450 Fifth St. NW, Suite 4100
Washington, DC 20530
Telephone: (202) 569-1885
Email: [email protected]

[FR Doc. 2026-03102 Filed 2-17-26; 8:45 am]
BILLING CODE 4410-11-P