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Preview Full Doc	2003	1165(e) Plan Adoption Agreement 1165(e) Plan Adoption Agreement (36K) Doc #186020: Click preview link for longer preview. 1165(e) PLAN ADOPTION AGREEMENT Popular Master Defined Contribution Retirement Plan AMENDED EFFECTIVE AS OF OCTOBER 1, 2001 1 {PAGE} By executing this Adoption Agreement the Employer is adopting a profit sharing plan with optional Section 1165(e) provisions for the benefit of its Employees. The Employer's Plan is comprised of: (i)[x] the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan Document or [x] the Employer's Defined Contribution Retirement Plan Document; (ii) [ ] the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan Master Trust and/or [ ] the Employer's Defined Contribution Retirement Plan Trust; and (iii) [x] this Adoption Agreement. The terms used in this Adoption Agreement. The terms used in this Adoption Agreement, as well as the rules to be complied with in connection with the Plan, are fully explained in the [x] Popular Master Plan Document or [ ] the Employer's Plan Document. When signing this Adoption Agreement, if applicable, the employer has received copy of the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan and the Popular Master Plan's Summary Plan Description. The Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan Master Trust is available upon request at Banco Popular's main offices in Hato Rey, Puerto Rico. 1165(e) Plan Adoption Agreement Popular Master Defined Contribution Retirement Plan Copyright@2001 by Banco Popular de Puerto Rico 2 {PAGE} Plan Sponsor Name of Plan Sponsor: Microsoft Puerto Rico Address (Physical): P.O. Box 881 Humacao, Puerto Rico 00792 Address (Postal): Road #3 Km. 77.8 Humacao, Puerto Rico 00792 Telephone: 787-850-1600 Telefax: 787-852-7076 Name of Person for Banco Popular de Puerto Rico to contact: Carlos Rosado Aida Otoso Position: Human Resources Manager Senior Human Resources Generalist Telephone: 850-1600 ext. 5057/850-5057 850-1600 ext. 2912/850-5366 Telefax: 787-852-7076 E-Mail: carlosro@microsoft.com aidaot@microsoft.com Plan Sponsor tax identification number: 52-1646321 Type of business: [_] Unincorporated Trade or Business [_] Partnership [X] Corporation [_] Other (specify) _____________________________________________________ Employer's taxable year: [_] Calendar year [X] Fiscal Year ending on June 30 Employer Information (Complete even if only one Employer will adopt the Plan, attach additional sheets to provide information for additional Employers adopting the Plan. References in this Adoption Agreement to any Employer shall be in reference to all employers adopting the Plan.) 186020	Microsoft Microsoft Corp. As referenced in this 1165(e) Plan Adoption Agreement: Microsoft Corp – Plan Document. Affiliates. Please list of the affiliates for which service will be treated as service under the Plan. Any affiliated corporation with Microsoft Corp oration. Predecessor Employers. Service with the following predecessor employers will be treated as service under the Plan. Any affiliated corporation with Microsoft Corporation. _____________ Microsoft Corp – with Microsoft Corporation. Predecessor Employers. Service with the following predecessor employers will be treated as service under the Plan. Any affiliated corporation with Microsoft Corp oration. 6 {PAGE} Entry Dates An Employee may elect to become a Participant and start making Employee Contributions on any entry date on _____________ Microsoft Corp – least three.) 1. Federated Trust for U.S. Treasury Obligations Fund 2. Fidelity Advisor Equity Growth Fund 3. Janus Worldwide Fund #41 4. Microsoft Corp . Common Stock 5. Strong Multi Cap Value Fund 6. Vanguard Windsor II In San Juan, Puerto Rico on the day of 200 . _____________ dt 116434
Preview Full Doc	2003	1165(e) Plan Adoption Agreement 1165(e) Plan Adoption Agreement (37K) Doc #187036: Click preview link for longer preview. 1165(e) PLAN ADOPTION AGREEMENT Popular Master Defined Contribution Retirement Plan AMENDED EFFECTIVE AS OF OCTOBER 1, 2001 1 {PAGE} By executing this Adoption Agreement the Employer is adopting a profit sharing plan with optional Section 1165(e) provisions for the benefit of its Employees. The Employer's Plan is comprised of: (i) [x] the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan Document or [ ] the Employer's Defined Contribution Retirement Plan Document; (ii) [x] the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Master Trust and/or [ ] the Employer's Defined Contribution Retirement Plan Trust; and (iii) [x] this Adoption Agreement. The terms used in this Adoption Agreement. The terms used in this Adoption Agreement, as well as the rules to be complied with in connection with the Plan, are fully explained in the [x] Popular Master Plan Document or [ ] the Employer's Plan Document. When signing this Adoption Agreement, if applicable, the employer has received copy of the Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan and the Popular Master Plan's Summary Plan Description. The Banco Popular de Puerto Rico Popular Master Defined Contribution Retirement Plan Master Trust is available upon request at Banco Popular's main offices in Hato Rey, Puerto Rico. 1165(e) Plan Adoption Agreement Popular Master Defined Contribution Retirement Plan Copyright@2001 by Banco Popular de Puerto Rico 2 {PAGE} Plan Sponsor Name of Sponsor: Microsoft Caribbean Inc. Address (Physical): Metro Office Park, Street 2 #17 Suite 300 Guaynabo, Puerto Rico 00968 Address (Postal): Metro Office Park, Street 2 #17 Suite 300 Guaynabo, Puerto Rico 00968 Telephone: 787-273-3600 Telefax: 787-273-3636 Name of Person for Banco Popular de Puerto Rico to contact: Mrs. Brenda Perez Position: Human Resources Manager Telephone: 787-273-3600 Telefax: 787-273-3636 E-Mail: Plan Sponsor tax identification number: Type of business: 91-159-0503 [_] Unincorporated Trade or Business [_] Partnership [x] Corporation [_] Other (specify)_______________________________________ Employers's taxable year: [_] Calendar year [x] Fiscal Year ending on June 30 Employeer Information (Complete even if only one Employer will adopt the Plan; attach additional sheets to provide information for additional Employers adopting the Plan. References in this Adoption Agreement to any Employer shall be in reference to all employers adopting the Plan. 3 {PAGE} Name of Employer Microsoft Caribbean, Inc. Address (Physical): Metro Office Park, Street 2 #17 Suite 300 Guaynabo, Puerto Rico 00968 Address (Postal): Metro Office Park, Street 2 #17 Suite 300 Guaynabo, Puerto Rico 00968 Telephone: 787-273-3600 Telefax: 787-273-3636 Name of Person for Banco Popular de Puerto Rico to Contact: Mrs. Brenda Perez Position: Human Resources Manager Telephone: 787-273-3600 Telefax: 787-273-3636 E-Mail: Employer tax indentification number 91-159-0503 Type of business: [_] Unicorporated Trade of Business [_] Partnership [x] Corporation [_] Other (specify) Employer's taxable year: [_] Calendar Year [x] Fiscal Year ending on June 30 Payroll Frequency: [_] Weekly [_] Bi-Weekly [x] Semi-Monthly [_] Monthly [_] Semi-Weekly [_] Other Transfer to Banco Popular: Monthly -------------------------------------------------------------------------------- General Plan Information -------------------------------------------------------------------------------- Plan Name Microsoft Caribbean 1165(e) Retirement Plan (Employer's name and type of plan) Adoption or Amendment of Plan 187036	Microsoft Microsoft Corp. As referenced in this 1165(e) Plan Adoption Agreement: Microsoft Corp – service under the Plan. Predecessor Employers. Service with the following predecessor employers will be treated as service under the Plan. Affiliated corporation with Microsoft Corp oration 6 {PAGE} Entry Dates An Employee may elect to become a Participant and start making Employee Contributions on any entry date on _____________ dt 116568 ; Microsoft Caribbean Inc.;	Banco Popular de Puerto Rico
Preview Full Doc	2001	Affiliate Agreement Affiliate Agreement (7K) Doc #335381: Click preview link for longer preview. AFFILIATE AGREEMENT Microsoft Corporation One Microsoft Way Redmond, Washington 98052 Ladies and Gentlemen: The undersigned officer and/or director of Great Plains Software, Inc. (the "Company") has been advised that the undersigned may be deemed to be an "affiliate" of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended (the "Securities Act") (such rule, as amended or replaced by any successor rule, referred to herein as "Rule 145"). Pursuant to the terms of the Agreement and Plan of Reorganization dated on or about the date hereof (the "Reorganization Agreement"), among Microsoft Corporation ("Microsoft"), Rubicon Acquisition Corporation ("Sub"), and the Company, Sub will be merged with and into the Company (the "Merger"). As a result of the Merger, outstanding shares of common stock, $0.01 par value per share, of the Company ("Company Common Shares") will be converted into the right to receive shares of common stock, $.0000125 par value per share, of Microsoft ("Microsoft Common Shares"), as determined pursuant to the Reorganization Agreement. In order to induce Microsoft and the Company to enter into the Reorganization Agreement, the undersigned (referred to herein as "Affiliate") represents, warrants and agrees as follows: 1. Affiliate has been advised that the issuance of the Microsoft Common Shares, if any, to Affiliate pursuant to the Merger is being registered with the SEC under the Securities Act and the rules and regulations promulgated thereunder on a Registration Statement on Form S-4. However, 335381	Microsoft Microsoft Corp. ;	Great Plains Great Plains Software Inc. As referenced in this Affiliate Agreement: Great Plains Software, Inc. – AFFILIATE LETTER AGREEMENT {TEXT} {PAGE} EXHIBIT 2.3 Execution Copy AFFILIATE AGREEMENT Microsoft Corporation One Microsoft Way Redmond, Washington 98052 Ladies and Gentlemen: The undersigned officer and/or director of Great Plains Software, Inc. (the "Company") has been advised that the undersigned may be deemed to be an "affiliate" of the Company, as that term is used in paragraphs (c) and (d) of _____________ dt 1314453
Preview Full Doc	2001	Affiliate Agreement Affiliate Agreement (7K) Doc #335388: Click preview link for longer preview. AFFILIATE AGREEMENT Microsoft Corporation One Microsoft Way Redmond, Washington 98052 Ladies and Gentlemen: The undersigned officer and/or director of Great Plains Software, Inc. (the "Company") has been advised that the undersigned may be deemed to be an "affiliate" of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended (the "Securities Act") (such rule, as amended or replaced by any successor rule, referred to herein as "Rule 145"). Pursuant to the terms of the Agreement and Plan of Reorganization dated on or about the date hereof (the "Reorganization Agreement"), among Microsoft Corporation ("Microsoft"), Rubicon Acquisition Corporation ("Sub"), and the Company, Sub will be merged with and into the Company (the "Merger"). As a result of the Merger, outstanding shares of common stock, $0.01 par value per share, of the Company ("Company Common Shares") will be converted into the right to receive shares of common stock, $.0000125 par value per share, of Microsoft ("Microsoft Common Shares"), as determined pursuant to the Reorganization Agreement. In order to induce Microsoft and the Company to enter into the Reorganization Agreement, the undersigned (referred to herein as "Affiliate") represents, warrants and agrees as follows: 1. Affiliate has been advised that the issuance of the Microsoft Common Shares, if any, to Affiliate pursuant to the Merger is being registered with the SEC under the Securities Act and the rules and regulations promulgated thereunder on a Registration Statement on Form S-4. However, 335388	Microsoft Microsoft Corp. ;	Great Plains Great Plains Software Inc. As referenced in this Affiliate Agreement: Great Plains Software, Inc. – AFFILIATE LETTER AGREEMENT {TEXT} {PAGE} EXHIBIT 10.2 Execution Copy AFFILIATE AGREEMENT Microsoft Corporation One Microsoft Way Redmond, Washington 98052 Ladies and Gentlemen: The undersigned officer and/or director of Great Plains Software, Inc. (the "Company") has been advised that the undersigned may be deemed to be an "affiliate" of the Company, as that term is used in paragraphs (c) and (d) of _____________ dt 1314455
Preview Full Doc	2002	Agreement Agreement (45K) Doc #146286: Click preview link for longer preview. AGREEMENT This Agreement ("Agreement") is made and entered into as of April ___, 2001 (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: RECITALS A. VerticalNet and Microsoft have entered into a Co-Marketing Agreement with an Effective Date of March 29, 2000, as amended (the "Co-Marketing Agreement") relating to, among other things, VerticalNet's portfolio of vertical business-to-business trade communities, and Microsoft's bCentral and MSN sites, which is attached hereto as Exhibit A. B. The parties desire to terminate the Co-Marketing Agreement and enter into this Agreement. AGREEMENT Accordingly, VerticalNet and Microsoft, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms (when initially capitalized) will have the indicated meanings: 1.1. "bCENTRAL" means that certain Web Site owned and operated by Microsoft providing business-to-business services and accessed through the domain (http://www.bcentral.com), and any successor Web Site(s). 1.2. "LINK" means an embedded icon, object, graphic or text within a Web Page that consists of a hypertext pointer to the URL address of a Web Page. 1.3. "MSN SERVICE" means the aggregation of Web-based properties (as such properties may change from time to time in Microsoft's sole discretion) which is currently marketed by Microsoft as "The Microsoft Network" and/or "MSN", and accessed through the domain (http://www.msn.com). 1.4. "TERM" means the period commencing on the Effective Date and ending on June 30, 2002, subject to earlier termination pursuant to Section 5.1 below. 1.5. "URL" means a uniform resource locator which serves as the address of a Web Page. 1.6. "VERTICALNET COMMUNITIES" means the VerticalNet portfolio of wholly-owned Web Sites that consist of vertical business-to-business trade communities which combine content, community interaction and the ability to conduct business transactions on line, and 1 {PAGE} which feature, among other elements, virtual "storefronts" licensed, developed and maintained by VerticalNet for third parties. 1.7. "WEB PAGE" means content in the World Wide Web portion of the Internet accessed via a single URL, and excluding content on other Web Pages accessed via Links in said content. 1.8. "WEB SITE" means a collection of Web Pages related in some manner and interconnected via Links within a specific URL domain. 2. TERMINATION AND PAYMENT. 2.1. TERMINATION OF CO-MARKETING AGREEMENT. VerticalNet and Microsoft hereby agree that the Co-Marketing Agreement is terminated as of March 31, 2001. 2.1.1. Any amounts owed pursuant to the Co-Marketing Agreement by one party to the other as of March 31, 2001 shall be deemed terminated and released. Notwithstanding anything in the Co-Marketing Agreement to the contrary, including but not limited to Section 7.2.3, the following provisions of the Co-Marketing Agreement shall not survive termination: Sections 2.1.1, 2.1.2(d), 2.1.2(e), 2.1.3, 2.1.4, 2.1.5, 2.2, 2.3, 2.4, 2.5, 3, 4, 5.1.1, 5.1.2, 5.2.1, 5.2.2, 6, 7, 8.1 and 8.2. Notwithstanding anything in the Co-Marketing Agreement or this Agreement to the contrary, only the following provisions of the Co-Marketing Agreement shall survive the termination of the Co-Marketing Agreement: Sections 2.1.2(a), 2.1.2(b), 2.1.2(c), 2.4.2, 2.5.2, 5.1.3, 5.1.4, 5.2.3, 5.2.4, 8.3, and 9 through 24. 2.1.2. The parties acknowledge and agree that, pursuant to the Co-Marketing Agreement, VerticalNet has already paid Microsoft $8,399,110 in consideration for goods and services that Microsoft has not yet provided. The parties acknowledge and agree that such payment shall be allocated as follows: (a) $4,000,000 shall be recognized by Microsoft in consideration for the License Agreement for ClearLead executed by the parties concurrently herewith; and (b) $4,399,110 shall be recognized by Microsoft for VerticalNet banner ads and other promotional placements made by Microsoft in bCentral and other Microsoft Web Sites through June 30, 2001. 2.1.3. Notwithstanding anything in the Co-Marketing Agreement or this Agreement that is, or may be construed to be to the contrary, in the event VerticalNet no longer sells Storefronts or E-Commerce Centers (as such terms are defined in the Co-Marketing Agreement), or successor products that are substantially similar to the Storefronts or E-Commerce Centers, it shall deliver all data relating to and generated by the Storefronts or E-Commerce Centers of Microsoft Customers (as defined in the Co-Marketing Agreement), and Microsoft may freely use such data in connection with its business. 2.2. PAYMENT. As a prepayment for the deployment of the products set forth on Schedule A, Microsoft shall pay $40 million to VerticalNet. VerticalNet shall deploy or upsell products on behalf of Microsoft within 12 months from the date hereof. The parties acknowledge and agree that Microsoft has already paid VerticalNet $18,544,032 of the aforementioned $40 million. Microsoft shall pay VerticalNet the balance of $21,455,968 upon the execution of 146286	Microsoft Microsoft Corp. As referenced in this Agreement: MICROSOFT CORP – and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORP ORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: _____________ Microsoft Corp – SECTION 8. 9. CONFIDENTIALITY. 9.1. EXISTING NON-DISCLOSURE AGREEMENT. Microsoft and VerticalNet acknowledge and agree that the terms and conditions of the Microsoft Corp oration Non-Disclosure Agreement, that was attached as Exhibit I to the Co-Marketing Agreement ("NDA"), are incorporated by reference into this Agreement. _____________ MICROSOFT CORP – their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORP ORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 116515 ;	Verticalnet Verticalnet, Inc. ( Computer Services ) As referenced in this Agreement: VERTICALNET, INC. – AS OF APRIL 26, 2001 {TEXT} {PAGE} EXHIBIT 2.2 AGREEMENT This Agreement ("Agreement") is made and entered into as of April ___, 2001 (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business _____________ VERTICALNET, INC. – WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ MICROSOFT CORPORATION a Washington corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------ 13 {/TEXT} {/DOCUMENT} _____________ dt 1451121
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (158K) Doc #1508795: Click preview link for longer preview. <DESCRIPTION>AGREEMENT AND PLAN OF MERGER <TEXT> <PAGE> 1 AGREEMENT AND PLAN OF MERGER AMONG CAREER HOLDINGS, INC. CB ACQUISITION CORP. AND CAREERBUILDER, INC. DATED AS OF JULY 16, 2000 <PAGE> 2 . . . 1508795	Microsoft Microsoft Corp. As referenced in this Agreement and Plan of Merger: Microsoft Corp – Multimedia, Inc.(the "NBC Warrant"); and (viii) 873,534 Shares were reserved for issuance upon the exercise of the warrant agreement dated May 4, 1999, as amended, in favor of Microsoft Corp . (the "Microsoft Warrant" and together with the ADP Warrant, the PNC Warrant and the NBC Warrant, the "Warrants"). (c) Section 4.2 of the Company Letter contains a correct _____________ dt 1691066 ; Careerbuilder Careerbuilder Inc ;	PNC Bank PNC Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: PNC Bank, N.A. – of ADP, Inc. (the "ADP Warrant"); (vi) 40,658 Shares were reserved for issuance upon the exercise of the warrant agreement dated December 29, 1998, as amended, in favor of PNC Bank, N.A. (the "PNC Warrant"); (vii) 147,321 Shares were reserved for issuance upon the exercise of the warrant agreement dated March 5, 1999, as amended, in favor of NBC Multimedia, _____________ dt 1685685 ; Orrick Orrick, Herrington & Sutcliffe ( Legal ) As referenced in this Agreement and Plan of Merger: Orrick, Herrington – Hiller Facsimile: 312-222-3334 with copies to: Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Attention: Larry A. Barden Facsimile: 312-853-7036 and Orrick, Herrington & Sutcliffe LLP One Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111-3143 Attention: Peter Lillevand Facsimile: 415-773-5759 (b) if to the Company, to: _____________ dt 1667574
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (1,138K) Doc #2367890: Click preview link for longer preview. Fifth Third Funds Annual Report July 31, 2002 [LOGO] STOCK AND BOND MUTUAL FUNDS Annual Report to Shareholders July 31, 2002 NOTICE OF DELIVERY OF PROSPECTUSES, SEMI-ANNUAL REPORTS AND ANNUAL REPORTS In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, . . . 2367890	Microsoft Microsoft Corp. As referenced in this Annual Report to Shareholders: Microsoft Corp – of investing in attractively valued shares of high-quality firms with strong and consistent growth characteristics. We found opportunities during the period in the software sector, building our position in Microsoft Corp . (5.71% of net assets) and adding such names as Mercury Interactive Corp. (4.57%). We also favored the semiconductor sector, which delivered strong returns during much of the _____________ Microsoft Corp – example, Mercury Interactive./++/ Q. What were the Fund's top five holdings at the end of the period? A. The Fund's largest holdings as of July 31, 2002 were Microsoft Corp . (5.71% of net assets), EMC Corp. (5.06%), BEA Systems, Inc. (4.73%), Mercury Interactive Corp. (4.57%) and Analog Devices, Inc. (4.54%)./++/ -------- /+/Funds whose investments are _____________ Microsoft Corp – What were the Fund's top five holdings as of January 31, 2002? A. The Fund's top five holdings were Marsh & McClennan Cos., Inc. (5.22% of net assets), Microsoft Corp . (4.73%), Bank of New York Co., Inc. (4.16%), Amgen, Inc. (3.97%) and Mellon Financial Corp. (3.96%)./++/ ------- /++/The composition of the Fund's portfolio is subject _____________ Microsoft Corp – as of July 31, 2002? A. The Fund's top five holdings for July 31, 2002 were General Electric Corp. (4.23% of net assets), Exxon Mobil Corp. (3.66%), Microsoft Corp . (3.42%), Wal-Mart Stores, Inc. (3.02%), and American International Group, Inc. (2.91%)./++/ ---------- /++/ The composition of the Fund's portfolio is subject to change. 18 {PAGE} Growth _____________ Microsoft Corp – b) 253 ------------------------------------------ ------ Computer Software & Services - 23.4% ------------------------------------------ 35,000 Adobe Systems, Inc. 839 170,000 EMC Corp. (b) 1,275 45,000 Mercury Interactive Corp. (b) 1,153 30,000 Microsoft Corp . (b) 1,439 35,000 Network Appliance, Inc. (b) 296 90,000 Oracle Corp. (b) 901 ------------------------------------------ ------ Total 5,903 ------------------------------------------ ------ Diversified Hardware - 8.0% ------------------------------------------ 42,500 Agilent Technologies (b) 803 _____________ dt 1578365 ; 3Com 3Com Corp. ( Computer Networks ) As referenced in this Annual Report to Shareholders: 3Com Corp. – of Portfolio Investments (continued) July 31, 2002 (Amounts in thousands except share amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Shares or Principal Security Amount Description Value --------- ------------------------------------- ------- {C} {S} {C} Telecommunications - 5.2% ------------------------------------- 327,000 3Com Corp. (b) $ 1,475 200,000 AT&T Corp. 2,035 276,800 Crown Castle International (b) 637 350,000 JDS Uniphase Corp. (b) 886 35,000 Verizon Communications, Inc. _____________ dt 1564993 ; Acxiom Acxiom Corp. ( Computer Services ) As referenced in this Annual Report to Shareholders: Acxiom Corp. – Republic Bancorp., Inc. 2,694 112,500 Texas Regional Bancshares, Inc. 3,712 ------------------------------------ -------- Total 12,273 ------------------------------------ -------- Business Equipment & Services - 7.5% ------------------------------------ 150,000 ABM Industries, Inc. 2,475 100,000 Acxiom Corp. (b) 1,586 75,000 Administaff, Inc. (b) 563 75,000 Advo, Inc. (b) 2,582 100,000 Catalina Marketing Corp. (b) 2,874 125,000 Copart, Inc. (b) _____________ dt 1536566 ;	AES AES Corp. ( Electric Utilities ) As referenced in this Annual Report to Shareholders: AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The poorest performers during the period were Qwest Communications International, Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/ Q. What is your outlook for large-company stocks going forward? A. The U.S. economy should improve going forward; however, the recovery depends _____________ AES Corp. – 275 55,405 Southwest Airlines Co. 765 18,100 Union Pacific Corp. 1,062 80,300 United Parcel Service, Inc. 5,247 ---------------------------------------- ------- Total 10,721 ---------------------------------------- ------- Utilities - 2.7% ---------------------------------------- 42,600 AES Corp. (b) 87 9,000 Allegheny Energy, Inc. 189 10,400 Ameren Corp. 454 24,360 American Electric Power Company, Inc. 802 29,700 Calpine Corp. (b) 148 10,200 _____________ dt 1567822 ; Affiliated Affiliated Computer Services Inc. ( Computer Services ) As referenced in this Annual Report to Shareholders: Affiliated Computer Services, Inc. – What stocks helped boost returns? A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/ Q. What is your outlook for the stock market, and how will you position the Fund in that environment? A. _____________ Affiliated Computer Services, Inc. – from their low valuations. Q. What were the Fund's top five holdings at the end of the period? A. The top five holdings as of July 31, 2002 were Affiliated Computer Services, Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc. (3.87%)./++/ ------------ /++/ The _____________ Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317 160,000 North Fork Bancorp. 6,498 215,000 SouthTrust Corp. 5,427 ---------------------------------------- ------- Total 31,845 ---------------------------------------- ------- Business Equipment & Services - 0.8% ---------------------------------------- 40,000 Affiliated Computer Services, Inc. (b) 1,879 ---------------------------------------- ------- Business Services - 4.1% ---------------------------------------- 63,000 Cintas Corp. 2,765 192,000 Fastenal Co. (b) 7,309 ---------------------------------------- ------- Total 10,074 ---------------------------------------- ------- Computer Software & Services - 8.3% ---------------------------------------- 355, _____________ Affiliated Computer Services, Inc. – amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Security Shares Description Value ------ -------------------------------------- ------ {C} {S} {C} Common Stocks - 100.1% Banking - 1.3% -------------------------------------- 7,014 Wells Fargo Co. $ 357 -------------------------------------- ------ Business Equipment & Services - 6.3% -------------------------------------- 29,100 Affiliated Computer Services, Inc. (b) 1,367 16,300 Concord EFS, Inc. (b) 318 -------------------------------------- ------ Total 1,685 -------------------------------------- ------ Chemicals - 0.6% -------------------------------------- 3,165 Praxair, Inc. 166 -------------------------------------- ------ Computer Software & Services - 6.3% -------------------------------------- 14,775 Fiserv, _____________ dt 1446939 ; More...
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (76K) Doc #132977: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is dated as of February 11, 2002 by and between Mangosoft, Inc., a Nevada corporation (the "Buyer"), and Fleet National ----- Bank, a national banking association (the "Seller"). ------ The Seller provides the service known as fileTRUST(SM), which is an internet-based safe deposit box for the storage of electronic documents ("Filetrust" or the "Purchased Business"). --------- ------------------ This Agreement contemplates a transaction in which (i) the Seller sells certain specified assets to the Buyer, (ii) the Buyer assumes certain specified liabilities of the Seller, and (iii) thereafter the Buyer operates the Purchased Business on the terms and conditions set forth below. In consideration of the mutual promises and agreements set forth herein, the Buyer and the Seller agree as follows: Article 1 --------- Purchase and Sale ----------------- 1.1 Acquired Assets. Subject to the terms and conditions set forth in --------------- this Agreement, at the Closing referred to in Article 4 hereof, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, the following assets of the Seller used in or relating to the Purchased Business, with the exception of the Excluded Assets (as defined in Section 1.2, with all of such assets included in this Section 1.1 hereinafter referred to collectively as the "Acquired Assets"): --------------- (a) all of the Seller's rights to the name "fileTRUST" and the service mark "FILETRUST," Serial No. 76056426, registration of which is currently pending before the U.S. Patent and Trademark Office (the "Mark"), the internet domain name www.filetrust.com ---- ----------------- (http://www.filetrust.com) (the "Domain Name"), ----------- together with the production records, technical information, manufacturing and design know-how, software systems, processes, trade secrets, including but not limited to the code base for the FileTrust application and accompanying documentation (all of the foregoing are collectively referred to as the "Intangibles"); ----------- (b) the servers and other hardware owned by the Seller and described on Schedule 1.1 (b) hereto (the ---------------- "Equipment"); --------- (c) all of Seller's rights in all agreements with customers and users of FileTrust (excluding as users Seller, Affiliates of Seller, and their respective employees), such agreements being terminable at will by such customers and users on a monthly basis, and in the form of "Terms and Conditions" accepted by customers and users of Filetrust on the Filetrust internet web site from time to time (the "Customer -------- Agreements"); and ---------- (d) any and all of Seller's rights in any agreements with Microsoft Corporation or its Affiliates relating to Filetrust (the "Microsoft Agreements"), subject to -------------------- the provisions of Section 8.1 below. 1.2. Excluded Assets. Notwithstanding the foregoing, the Seller is not --------------- selling and the Buyer is not purchasing pursuant to this Agreement, and the term "Acquired Assets" shall not include, any of the following assets (collectively, --------------- the "Excluded Assets"): --------------- 1 {PAGE} (a) except for the Customer Agreements and Microsoft Agreements, all of the rights of Seller and Seller's Affiliates with respect to any contracts, bids, subcontracts or other agreements for the provision of Filetrust services, including without limitation, one or more agreements with StorageNetworks, Inc., and Exodus Communications, Inc. (with such contracts, bids, subcontracts and agreements, together with all related change orders, extra work orders and other amendments and modifications thereto being referred to herein as the "Retained Contracts"); ------------------ (b) all other assets relating specifically to Retained Contracts. (c) any capital stock or equity interest in the Seller; (d) all foreign, federal, state or local Tax (as defined in Article 13) refunds, Tax refund claims and Tax credits, deductions or other Tax benefits of the Seller relating to periods prior to the Closing Date; (e) all indemnity and contribution rights granted to the Seller or owed by third parties to the Seller with respect to Excluded Liabilities (as defined in Article 2) and any and all rights or assets arising from and related to the defense, release, compromise, discharge, administration, management or satisfaction by the Seller of the Excluded Liabilities; (f) all of Seller's rights, claims, actions, causes of action, vendor, supplier and similar claims, judgments and demands of whatever nature relating to Excluded Assets; (g) all of Seller's deferred charges, advance payments, prepaid items, security and other deposits, claims for refunds, rights of offset, and credits of all kinds, relating specifically to the Excluded Assets or to the Excluded Liabilities; (h) the consideration received by the Seller pursuant to this Agreement; (i) the rights of the Seller under this Agreement; and (j) any and all rights in and to the names "Fleet", "FleetBoston Financial Corporation" or any names containing any reference or references thereto, including without limitation, the registered designmark for Filetrust containing the words "from Fleet", filed as Application No. 76098670 with the U.S. Patent and Trademark Office (the "Designmark"), subject to the ---------- provisions of Section 8.2 below. 1.3 Seller's Affiliates. Notwithstanding anything to the contrary ------------------- in this Agreement, Seller represents that the Mark, Designmark and Domain Name are owned by one or more Affiliates of Seller, and accordingly, any representations with respect to the Mark or Domain Name in this Agreement shall be deemed to have been made by such Affiliate (provided that the provisions of Article 12 shall apply as if such representations had been made by Seller), and Seller shall cause such Affiliate to take any and all action required by this Agreement with respect to the Mark, Domain Name and/or Designmark. Article 2 --------- Assumption of Certain Obligations --------------------------------- Subject to the obligation of the Seller to indemnify the Buyer with respect to certain obligations and liabilities of the Seller pursuant to Section 12.1, at the Closing the Buyer shall assume, and agree to pay, perform, 132977	Microsoft Microsoft Corp. As referenced in this Asset Purchase Agreement: Microsoft Corp – internet web site from time to time (the "Customer -------- Agreements"); and ---------- (d) any and all of Seller's rights in any agreements with Microsoft Corp oration or its Affiliates relating to Filetrust (the "Microsoft Agreements"), subject to -------------------- the provisions of Section 8.1 below. 1.2. Excluded Assets. _____________ dt 116498 ; MangoSoft MangoSoft Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: Mangosoft, Inc. – 3 {FILENAME}dex995.txt {DESCRIPTION}ASSET PURCHASE AGREEMENT {TEXT} {PAGE} Exhibit 99.5 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is dated as of February 11, 2002 by and between Mangosoft, Inc. , a Nevada corporation (the "Buyer"), and Fleet National ----- Bank, a national banking association (the "Seller"). ------ The Seller provides the service known as fileTRUST(SM), which is an internet-based _____________ Mangosoft, Inc. – 14 {PAGE} With a copy sent contemporaneously to: Fleet National Bank 100 Federal Street Law Department MA/DE/10019D Boston, MA 02110 Attn: Robert Fitzpatrick If to the Buyer, to: Mangosoft, Inc. 1500 West Park Drive, Suite 190 Westborough, MA 01581 Attn: Chief Financial Officer with a copy sent contemporaneously to: Proskauer Rose LLP 1585 Broadway New York, New York 10036 _____________ MANGOSOFT, INC. – to be legally bound hereby, the parties hereto have caused this Asset Purchase Agreement to be duly executed and delivered as of the date and year first above written. BUYER: MANGOSOFT, INC. By: /s/ Douglas Edwards ----------------------------------- Title: Vice President ----------------------------- SELLER: FLEET NATIONAL BANK By: /s/ Blaise Heltai ----------------------------------- Title: Executive Vice President ----------------------------- Exhibit A: Assignment and Assumption Agreement 18 {PAGE} ASSIGNMENT AND _____________ MANGOSOFT, INC. – PAGE} ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- This Assignment and Assumption Agreement ("Agreement") is made on this the 11/th/ day of February, 2002, by and between FLEET NATIONAL BANK ("Seller") and MANGOSOFT, INC. ("Buyer"). The parties hereby agree and acknowledge that this Agreement is being executed and delivered pursuant to the terms of an Asset Purchase Agreement (the "Purchase Agreement") executed by _____________ MANGOSOFT, INC. – assumes and agrees to perform all of Seller's obligations under the Customer Agreements and the Microsoft Agreements. Executed as a sealed instrument as of the date first written above. MANGOSOFT, INC. FLEET NATIONAL BANK By: /s/ Robert E. Parsons By: /s/ Blaise Heltai --------------------- ---------------------------- Name: Robert E. Parsons Name: Blaise Heltai ----------------- -------------------------- Its: Vice President and CFO Its: Executive Vice President ---------------------- --------------------------- 19 {/ _____________ dt 1510152 ;	Fleet National Fleet National Bank ( Financial ) As referenced in this Asset Purchase Agreement: Fleet National ----- Bank, – AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is dated as of February 11, 2002 by and between Mangosoft, Inc., a Nevada corporation (the "Buyer"), and Fleet National ----- Bank, a national banking association (the "Seller"). ------ The Seller provides the service known as fileTRUST(SM), which is an internet-based safe deposit _____________ Fleet National Bank – return receipt requested, postage prepaid, or if sent by overnight courier, or sent by written telecommunication, as follows: If to the Seller, to: Fleet National Bank 100 Federal Street Global Internet Strategy MA/DE/10023C Boston, MA 02110 Attn: Matthew Lehman 14 {PAGE} With a copy sent contemporaneously _____________ Fleet National Bank – 100 Federal Street Global Internet Strategy MA/DE/10023C Boston, MA 02110 Attn: Matthew Lehman 14 {PAGE} With a copy sent contemporaneously to: Fleet National Bank 100 Federal Street Law Department MA/DE/10019D Boston, MA 02110 Attn: Robert Fitzpatrick If to the Buyer, to: Mangosoft, Inc. 1500 _____________ FLEET NATIONAL BANK – executed and delivered as of the date and year first above written. BUYER: MANGOSOFT, INC. By: /s/ Douglas Edwards ----------------------------------- Title: Vice President ----------------------------- SELLER: FLEET NATIONAL BANK By: /s/ Blaise Heltai ----------------------------------- Title: Executive Vice President ----------------------------- Exhibit A: Assignment and Assumption Agreement 18 {PAGE} ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- This Assignment _____________ FLEET NATIONAL BANK – AND ASSUMPTION AGREEMENT ----------------------------------- This Assignment and Assumption Agreement ("Agreement") is made on this the 11/th/ day of February, 2002, by and between FLEET NATIONAL BANK ("Seller") and MANGOSOFT, INC. ("Buyer"). The parties hereby agree and acknowledge that this Agreement is being executed and delivered pursuant to the _____________ dt 103893 ; Proskauer Rose Proskauer Rose LLP ( Legal ) As referenced in this Asset Purchase Agreement: Proskauer Rose – Suite 190 Westborough, MA 01581 Attn: Chief Financial Officer with a copy sent contemporaneously to: Proskauer Rose LLP 1585 Broadway New York, New York 10036 Attn: Arnold Levine, Esq. 14.3. dt 33313
Preview Full Doc	2002	Asset Purchase Agreement Asset Purchase Agreement (193K) Doc #137058: Click preview link for longer preview. ================================================================================ ASSET PURCHASE AGREEMENT by and among DSL.NET, INC. and NETWORK ACCESS SOLUTIONS CORPORATION, NETWORK ACCESS SOLUTIONS LLC, NASOP, INC. AND ADELMAN LAVINE GOLD AND LEVIN, A PROFESSIONAL CORPORATION Dated as of October 16, 2002 ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- ARTICLE I - DEFINITIONS.......................................................1 ARTICLE II - PURCHASE AND SALE OF ASSETS; ASSIGNMENT AND ASSUMPTION OF LIABILITIES................................................................8 Section 2.1 Purchase and Sale of Assets..................................8 Section 2.2 Assignment and Assumption of Liabilities....................12 ARTICLE III - PURCHASE PRICE; PAYMENT OF PURCHASE PRICE; ALLOCATION OF PURCHASE PRICE...............................................................14 Section 3.1 Purchase Price; Payment of Purchase Price Amount............14 Section 3.2 Allocation of Purchase Price for Tax Purposes...............15 ARTICLE IV - CLOSING.........................................................15 Section 4.1 Closing.....................................................15 Section 4.2 Deliveries by the Seller at the Closing.....................16 Section 4.3 Deliveries by the Purchaser at the Closing..................16 Section 4.4 Further Assurances..........................................17 ARTICLE V - BANKRUPTCY COURT APPROVAL........................................17 Section 5.1 Bankruptcy Court Orders.....................................17 ARTICLE VI - REPRESENTATIONS OF THE SELLER...................................19 Section 6.1 Existence and Good Standing.................................19 Section 6.2 Authorization and Validity of Agreement.....................19 Section 6.3 Subsidiaries................................................19 Section 6.4 Financial Statements........................................20 Section 6.5 Absence of Certain Changes..................................20 Section 6.6 Sufficiency to Title........................................21 Section 6.7 Leases.....................................................21 Section 6.8 Material Contracts..........................................22 Section 6.9 Consents and Approvals; No Violations.......................22 Section 6.10 Litigation.................................................23 Section 6.11 Taxes and Employee Benefits................................23 Section 6.12 Intellectual Property......................................23 Section 6.13 Compliance with Laws.......................................24 Section 6.14 Environmental Matters......................................24 Section 6.15 Personnel..................................................24 Section 6.16 Broker's or Finder's Fees..................................24 Section 6.17 Accuracy of Information Furnished..........................24 ARTICLE VII - REPRESENTATIONS OF THE PURCHASER...............................25 Section 7.1 Existence and Good Standing; Authorization and Validity of Agreement................................................25 (i) {PAGE} Section 7.2 Consents and Approvals; No Violations.......................25 Section 7.3 Litigation..................................................25 Section 7.4 Available Funds.............................................26 Section 7.5 Broker's or Finder's Fees...................................26 Section 7.6 Investigation By Purchaser..................................26 ARTICLE VIII - ADDITIONAL AGREEMENTS.........................................26 Section 8.1 Conduct of Purchased Business of the Seller.................26 Section 8.2 Purchaser Access to Information.............................27 Section 8.3 Reasonable Efforts; Cooperation; Consents and Approvals.....28 Section 8.4 Exclusive Dealing...........................................29 Section 8.5 Sale Procedures.............................................29 Section 8.6 Public Disclosure...........................................30 Section 8.7 Trademarks and Tradenames...................................30 Section 8.8. Apportionment..............................................30 Section 8.9 Seller Access to Information................................31 Section 8.10. Employees.................................................31 Section 8.11. Phone Numbers.............................................32 Section 8.12. Delivery of Monthly Financial Statements..................32 Section 8.13. Post-Closing Covenants....................................32 Section 8.14. Confidential Information..................................33 Section 8.15. Prepaid Expenses..........................................33 Section 8.16 Post-Closing Agreement.....................................33 Section 8.17. Certain Required Disclosure...............................34 Section 8.18 Collection of Accounts Receivable..........................35 ARTICLE IX - CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER..................37 Section 9.1 Truth of Representations and Warranties.....................37 Section 9.2 Performance of Agreements...................................37 Section 9.3 No Injunction...............................................37 Section 9.4 Statutes....................................................37 Section 9.5 Governmental and Other Approvals............................38 Section 9.6 Bankruptcy Matters..........................................38 Section 9.7 "Non-foreign" Status Certificate............................38 Section 9.8 Delivery of Monthly Financial Statements....................38 Section 9.9 Receipt of Amendments to Conditional Assigned Leases and Conditional Assigned Contracts..............................38 Section 9.10 Maximum Amount of Long-Term Debt/Capital Lease Obligations................................................38 Section 9.11 No Material Adverse Effect.................................38 Section 9.12 Contractual or Legal Arrangements..........................38 Section 9.14 Real Property Lease........................................39 Section 9.14 Minimum Revenue............................................39 Section 9.15 Confidential Customer Information..........................39 ARTICLE X - CONDITIONS TO THE OBLIGATIONS OF THE SELLER......................39 Section 10.1 Truth of Representations and Warranties....................39 (ii) {PAGE} Section 10.2 Performance of Agreements..................................40 Section 10.3 No Injunction..............................................40 Section 10.4 Statutes...................................................40 Section 10.5 Governmental and Other Approvals...........................40 Section 10.6 Bankruptcy Matters.........................................40 Section 10.7 Receipt of Amendments to Conditional Assigned Leases and Conditional Assigned Contracts.............................40 ARTICLE XI - NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES; TERMINATION.....41 Section 11.1 No Survival of Representations or Warranties...............41 Section 11.2 Events of Termination......................................41 Section 11.3 Effect of Termination......................................42 ARTICLE XII - MISCELLANEOUS..................................................42 Section 12.1 Expenses; Fees.............................................42 Section 12.2 Transfer Taxes.............................................43 Section 12.3 APPLICABLE LAW.............................................44 Section 12.4 JURISDICTION; WAIVER OF JURY TRIAL.........................44 Section 12.5 Captions; Headings; Table of Contents......................44 Section 12.6 Notices....................................................44 Section 12.7 Assignment; Parties in Interest............................46 Section 12.8 Counterparts...............................................46 Section 12.9 Entire Agreement...........................................46 Section 12.10 Third Party Beneficiaries.................................46 Section 12.11 Severability; Enforcement.................................46 Section 12.12 Amendments; Waiver........................................47 Section 12.13 No Strict Construction....................................47 Section 12.14 Casualty, Risk of Loss....................................47 Section 12.15 Service Agreement Regarding Covad Assets..................48 (iii) {PAGE} EXHIBITS -------- EXHIBIT A Form of Bill of Sale EXHIBIT B Form of Assumption Agreement EXHIBIT C Form of Section 363/365 Order EXHIBIT D Form of Sale Procedures Order EXHIBIT E Sale Procedures {PAGE} ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT"), dated as of October 16, 2002, by and among DSL.net, Inc., a Delaware corporation (the "PURCHASER"), and Network Access Solutions Corporation, a Delaware corporation (the "COMPANY"), Network Access Solutions LLC, a Virginia limited liability company and wholly-owned subsidiary of the Company (the "LLC"), NASOP, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("NASOP" and together with the Company and the LLC, the "SELLER") and Adelman Lavine Gold and Levin, a Professional Corporation, a Pennsylvania professional corporation (the "DEPOSIT ESCROW AGENT"). The Purchaser and the Seller are sometimes referred to herein individually as a "PARTY" and, collectively as the "PARTIES"). Other capitalized terms used herein are defined in Article I. WITNESSETH: ---------- WHEREAS, the Purchaser desires to purchase certain assets of the Seller and to assume certain liabilities of the Seller, and the Seller desires to sell such assets to the Purchaser and to assign such liabilities to the Purchaser, on the terms and conditions set forth in this Agreement and in accordance with sections 105, 363 and 365 of Title 11 of the United States Code (together with the rules and regulations promulgated thereunder, the "BANKRUPTCY CODE") and other applicable provisions of the Bankruptcy Code; WHEREAS, the Company and NASOP have commenced voluntary Chapter 11 cases, which are being jointly administered (the "CHAPTER 11 CASE") in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT") and the Purchased Assets will be sold pursuant to an order of the Bankruptcy Court approving such sale under Section 363 of the Bankruptcy Code, and such sale will include the assumption by the Purchaser of the Assumed Liabilities under Section 365 of the Bankruptcy Code, and the terms and conditions of this Agreement; and WHEREAS, the Seller desires to sell the Purchased Assets and to assign the Assumed Liabilities to further its reorganization efforts and to enable it to consummate a plan of reorganization in the Chapter 11 Case; NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration described herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: 137058	Microsoft Microsoft Corp. As referenced in this Asset Purchase Agreement: Microsoft Corp – service to customers, customer premise equipment, machinery, equipment, office equipment, communications equipment, computer hardware and software (other than any software license agreements with Microsoft Corp oration), motor vehicles, furniture, fixtures, spare and replacement parts, and other personal property owned or used by the Seller with respect to the _____________ Microsoft Corp – therewith (but excluding those used exclusively in connection with any Excluded Asset), all software license agreements (other than any software license agreements with Microsoft Corp oration), all documents embodying proprietary information and copyright-protected material and all evidence of ownership of such Intellectual Property and Other Intellectual Property ( _____________ Microsoft Corp – customer premise equipment, machinery, equipment, office equipment, communications equipment, computer hardware and software (other than any software license agreements A-1 {PAGE} with Microsoft Corp oration), motor vehicles, furniture, fixtures, spare and replacement parts, and other personal property owned or used by Seller with respect to the Purchased _____________ Microsoft Corp – therewith (but excluding those used exclusively in connection with any Excluded Asset), all software license agreements (other than any software license agreements with Microsoft Corp oration), all documents embodying proprietary information and copyright-protected material and all evidence of ownership of such Intellectual Property and Other Intellectual Property; ( _____________ dt 116499 ; Covad Covad Communications Group Inc. ( Communications Services ) As referenced in this Asset Purchase Agreement: Covad Communications Group, Inc – meaning set forth in Section 8.14(b). "CONTRACTS" shall have the meaning set forth in Section 6.8(a). "COVAD" shall mean Covad Communications Group, Inc ., a Delaware corporation, and all of its Affiliates. "COVAD ASSETS" means all of the Seller's broadband customer circuits which are supported _____________ dt 275800 ; DSL.net DSL.net, Inc. ( Communications Services ) As referenced in this Asset Purchase Agreement: DSL.NET, INC – 01 {SEQUENCE}3 {FILENAME}exh2-01_11588.txt {DESCRIPTION}ASSET PURCHASE AGREEMENT {TEXT} EXHIBIT 2.01, 10.01 ------------------- ================================================================================ ASSET PURCHASE AGREEMENT by and among DSL.NET, INC . and NETWORK ACCESS SOLUTIONS CORPORATION, NETWORK ACCESS SOLUTIONS LLC, NASOP, INC. AND ADELMAN LAVINE GOLD AND LEVIN, A PROFESSIONAL CORPORATION Dated as _____________ DSL.net, Inc – EXHIBIT E Sale Procedures {PAGE} ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT"), dated as of October 16, 2002, by and among DSL.net, Inc ., a Delaware corporation (the "PURCHASER"), and Network Access Solutions Corporation, a Delaware corporation (the "COMPANY"), Network Access Solutions LLC, a Virginia limited _____________ DSL.net, Inc – Kleban, Esq. and Leon R. Barson, Esq. Telephone: (215) 568-7515 Telecopier: (215) 557-7922 (b) if to the Purchaser, to it at: DSL.net, Inc . 545 Long Wharf Drive, 5th Floor New Haven, CT 06511 Attention: General Counsel {PAGE} Asset Purchase Agreement - Page 44 Tel: (203) 772- _____________ DSL.NET, INC – has caused this Agreement to be executed by its officers thereunto duly authorized, all as of the day and year first above written. DSL.NET, INC . By: /s/ David F. Struwas ---------------------------------------- Name: David F. Struwas Title: Chairman & CEO NETWORK ACCESS SOLUTIONS CORPORATION By: /s/ Jonathan P. Aust ---------------------------------------- Name: _____________ DSL.net, Inc – a Delaware corporation and wholly-owned subsidiary of the Company ("NASOP" and together with the Company, the LLC and NASOP, the "Seller"), to DSL.net, Inc ., a Delaware corporation (the "Purchaser"): WITNESSETH: WHEREAS, Seller and Purchaser have entered into an Asset Purchase Agreement dated as of October 16, _____________ dt 276283 ;	Lucent Lucent Technologies Inc. ( Communications Equipment ) As referenced in this Asset Purchase Agreement: Lucent Technologies, Inc. – common law of any Governmental Authority, in each case, as amended and in effect from time to time. "LUCENT TECHNOLOGIES ACTION" means the arbitration action pending between the Seller and Lucent Technologies, Inc. "MANAGEMENT AGREEMENT" means a management agreement in a form acceptable to Purchaser and Seller, effective at the Closing, that permits the Purchaser to manage certain of the operations of _____________ dt 1441901 ; Testa Hurwitz Testa, Hurwitz & Thibeault ( Legal ) As referenced in this Asset Purchase Agreement: Testa, Hurwitz – CLOSING") will be at 10:00 A.M. (Eastern Standard Time) at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110, or at such other location agreed Testa, Hurwitz – Agreement - Page 44 Tel: (203) 772-1000 Fax: (203) 624-4231 with a copy to: Testa, Hurwitz & Thibeault, LLP High Street Tower 125 High Street Boston, MA 02110 Attention: Mark H. dt 31616 ; More...
Preview Full Doc	2003	Asset Purchase Agreement [Amendment No. 1] Asset Purchase Agreement [Amendment No. 1] (242K) Doc #378575: Click preview link for longer preview. FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of February 21, 2003 (this "Amendment"), is entered into by and among AK Steel Corporation, a Delaware corporation ("Buyer"), and National Steel Corporation, a Delaware corporation (the "Company"). WHEREAS, Buyer, the Company and certain of the Company's subsidiaries (collectively with the Company, "Sellers" and each a "Seller") are parties to that certain Asset Purchase Agreement, dated as of January 30, 2003 (the "Purchase Agreement") pursuant to which Buyer has agreed to purchase the assets and assume the liabilities relating to the Business (as defined in the Purchase Agreement) as are specified in the Purchase Agreement, all in the manner and subject to the terms and conditions set forth in the Purchase Agreement and pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code; and WHEREAS, pursuant to Section 7.20 of the Purchase Agreement, Buyer and the Company desire to amend the Purchase Agreement and the schedules thereto to reflect that National Steel Pellet Company is a Seller and Buyer's purchase of all assets related thereto and to add as Sellers other parties necessary to effectuate the foregoing. WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, Buyer and the Company desire to amend the Purchase Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises, and the representations, warranties, covenants and agreements contained in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Amendment of Section 1.1. (a) Accounts Payable. The definition of the term "Accounts Payable" is hereby amended and restated in its entirety to read as follows: ""Accounts Payable" shall mean those trade accounts payable of Sellers relating to the Business or the Acquired Assets, incurred in bona fide business transactions in the ordinary course of business after the commencement of the Chapter 11 Case. Accounts Payable shall not include any Cure Amounts or any Excluded Liabilities." (b) Estimated Inventory Value. The definition of the term "Estimated Inventory Value" is hereby amended and restated in its entirety to read as follows: ""Estimated Inventory Value" shall mean the Inventory Value (excluding the Inventory Value of the Inventory of National Steel Pellet {PAGE} Company) determined as of the close of business on the last day of the month immediately prior to the Closing Date." (c) Estimated Net Receivables Amount. The definition of the term "Estimated Net Receivables Amount" is hereby amended and restated in its entirety to read as follows: ""Estimated Net Receivables Amount" shall mean the aggregate amount of Accounts Receivable (excluding the amount of Accounts Receivable of National Steel Pellet Company) minus the aggregate amount of Accounts Payable (excluding the amount of Accounts Payable of National Steel Pellet Company) minus the Company Reserves (excluding the amount of Company Reserves related to National Steel Pellet Company) calculated as of the close of business on the last day of the month immediately prior to the Closing Date." 2. Amendment of Section 3.4(e). Section 3.4(e) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "(e) If the aggregate amount of Accounts Receivable included in the Acquired Assets (excluding the amount of Accounts Receivable of National Steel Pellet Company included in the Acquired Assets) minus (i) the aggregate amount of Accounts Payable included in the Assumed Liabilities (excluding the amount of Accounts Payable of National Steel Pellet Company included in the Assumed Liabilities) and (ii) the Company Reserves, excluding the amount of Company Reserves related to National Steel Pellet Company (the "Net Receivables Amount"), plus the Inventory Value, excluding the Inventory Value of the Inventory of National Steel Pellet Company included in the Acquired Assets (the "Working Capital Amount"), is less than $450 million then the Purchase Price shall be decreased by the amount of the shortfall (the "Working Capital Adjustment"). Any Working Capital Adjustment resulting from this Section 3.4(e) shall be offset by any reduction to the Purchase Price made at the Closing based on the Estimated Working Capital Adjustment." 3. Amendment of Section 7.20. Section 7.20 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "7.20 Pellet Company Modification. On or prior to February 21, 2003, Sellers shall prepare and deliver amendments, modifications or supplements to the exhibits and schedules hereto in a form reasonably satisfactory to Buyer to reflect that National Steel Pellet Company is a Seller and Buyer's purchase of all assets related thereto (the "Pellet Company Modification"), and to add as Sellers other parties as necessary to effectuate the foregoing." 2 {PAGE} 4. Addition of Hanna Ore Mining Company as Seller. By executing this Amendment, the parties hereto hereby agree that the Purchase Agreement is amended to include Hanna Ore Mining Company as a Seller and to add Hanna Ore Mining Company as a signatory to the Purchase Agreement. 5. Amendment of Schedule 1. Schedule 1 to the Purchase Agreement is hereby amended as set forth on Exhibit A attached hereto. 6. Amendment of Schedule 2.1(a)-1. Schedule 2.1(a)-1 to the Purchase Agreement is hereby amended as set forth on Exhibit B attached hereto. 7. Amendment of Schedule 2.1(c). Schedule 2.1(c) to the Purchase Agreement is hereby amended as set forth on Exhibit C attached hereto. 8. Amendment of Schedule 2.1(i). Schedule 2.1(i) to the Purchase Agreement is hereby amended as set forth on Exhibit D attached hereto. 9. Amendment of Schedule 2.1(k). Schedule 2.1(k) to the Purchase Agreement is hereby amended as set forth on Exhibit E attached hereto. 10. Amendment of Schedule 2.1(n). Schedule 2.1(n) to the Purchase Agreement is hereby amended as set forth on Exhibit F attached hereto. 11. Amendment of Schedule 2.2(i). Schedule 2.2(i) to the Purchase Agreement is hereby amended as set forth on Exhibit G attached hereto. 12. Amendment of Schedule 2.2(k). Schedule 2.2(k) to the Purchase Agreement is hereby amended as set forth on Exhibit H attached hereto. 13. Amendment of Schedule 7.16. Schedule 7.16 to the Purchase Agreement is hereby amended as set forth on Exhibit I attached hereto. 14. Amendment of Schedule 10.1(c). Schedule 10.1(c) to the Purchase Agreement is hereby amended as set forth on Exhibit J attached hereto. 15. Amendment of Schedule 5.1 of the Disclosure Schedule. Schedule 5.1 of the Disclosure Schedule is hereby amended as set forth on Exhibit K attached hereto. 16. Amendment of Schedule 5.4 of the Disclosure Schedule. Schedule 5.4 of the Disclosure Schedule is hereby amended as set forth on Exhibit L attached hereto. 17. Amendment of Schedule 5.6(a) of the Disclosure Schedule. Schedule 5.6(a) of the Disclosure Schedule is hereby amended as set forth on Exhibit M attached hereto. 18. Amendment of Schedule 5.6(b) of the Disclosure Schedule. Schedule 5.6(b) of the Disclosure Schedule is hereby amended as set forth on Exhibit N attached hereto. 3 {PAGE} 19. Amendment of Schedule 5.7 of the Disclosure Schedule. Schedule 5.7 of the 378575	Microsoft Microsoft Corp. As referenced in this Asset Purchase Agreement [Amendment No. 1]: Microsoft Corp – Schedule is hereby amended to include the following items: 10. Agreement between National Steel Pellet Company and Ban-Koe Companies 11. Open License Agreements between National Steel Pellet Company and Microsoft Corp . 12. Software License Agreement between National Steel Pellet Company and Rasterex (International) a.s 13. Software License Agreement between National Steel Pellet Company and Adaptec, Inc. Section V of _____________ Microsoft Corp – Company and International Business Machines Corporation***** 21. License Agreements (Adobe Acrobat) between National Steel Pellet Company and Adobe Systems Inc. 22. Open License Agreements between National Steel Pellet Company and Microsoft Corp oration* ** 23. License Agreement between National Steel Pellet Company and Dazzle Inc. 24. Program License Agreement between National Steel Pellet Company and IMSI 25. Software License Agreement between National Steel _____________ Microsoft Corp – Pellet Company and Wall Data Inc. 29. License Agreements between National Steel Pellet Company and Visio Corporation 30. End-User License Agreement (Visio Pro) between National Steel Pellet Company and Microsoft Corp oration 31. End User License Agreement between National Steel Pellet Company and ScanSoft, Inc. 32. Customer Agreement between National Steel Pellet Company and Quadrant Software***** 33. Agreement between National Steel _____________ dt 1383718 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Asset Purchase Agreement [Amendment No. 1]: Adaptec, Inc – Steel Pellet Company and Microsoft Corp. 12. Software License Agreement between National Steel Pellet Company and Rasterex (International) a.s 13. Software License Agreement between National Steel Pellet Company and Adaptec, Inc . Section V of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: L-2 {PAGE} 18. Software License Agreement (WeatherLink) between National Steel _____________ dt 1515883 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Asset Purchase Agreement [Amendment No. 1]: Adaptec, Inc. – Steel Pellet Company and Microsoft Corp. 12. Software License Agreement between National Steel Pellet Company and Rasterex (International) a.s 13. Software License Agreement between National Steel Pellet Company and Adaptec, Inc. Section V of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: L-2 {PAGE} 18. Software License Agreement (WeatherLink) between National Steel _____________ dt 1457156 ;	Adobe Adobe Systems Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement [Amendment No. 1]: Adobe Systems Inc. – Pellet Company and Lotus Development Corporation 20. License Agreements between National Steel Pellet Company and International Business Machines Corporation***** 21. License Agreements (Adobe Acrobat) between National Steel Pellet Company and Adobe Systems Inc. 22. Open License Agreements between National Steel Pellet Company and Microsoft Corporation* **** 23. License Agreement between National Steel Pellet Company and Dazzle Inc. 24. Program License Agreement between National _____________ dt 1323215 ; AGCO AGCO Corp. ( Agricultural Machinery ) As referenced in this Asset Purchase Agreement [Amendment No. 1]: Agco Corp – 29 54,597.00 9,795.30 - - Sheet Sales Ratner Steel Supply Co 68,537.16 45,511.87 23,025.29 - - Sheet Sales Tektube 68,413.69 - - - - Sheet Sales Agco Corp 66,586.38 43,004.66 23,581.72 - - Sheet Sales National Metalwares Inc 64,460.50 64,460.50 - - - Sheet Sales Steel Mfg & Whse Co 59,240.78 _____________ Agco Corp – Sales Northwest Steel Corp - - 3,099.10 Sheet Sales Metal Products Of Alabama - - 6,666.99 Sheet Sales Ratner Steel Supply Co - - - Sheet Sales Tektube - - 68,413.69 Sheet Sales Agco Corp - - - Sheet Sales National Metalwares Inc - - - Sheet Sales Steel Mfg & Whse Co - - - Sheet Sales Jericho Steel Sales Corp - - - Sheet Sales Jame Steel Corp - - 8,757.39 Sheet Sales Century Steel _____________ dt 1396320 ; More...
Preview Full Doc	2000	Bill of Sale Bill of Sale (203K) Doc #124475: Click preview link for longer preview. BILL OF SALE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ENMAX CORPORATION, a Utah corporation ("Transferor"), hereby sells, transfers, assigns, conveys and delivers to ENVIRONMAX.COM, INC., a Utah corporation("Transferee"), all right, title and interest in and to certain personal property used by Transferor in connection with its business including, but not limited to, such tangible personal property, machinery, equipment, tools and furniture, mobile equipment, . . . 124475	Microsoft Microsoft Corp. As referenced in this Bill of Sale: Microsoft Corp – 98, Lotus Sm IBM Corporation Korea Data 17" Monitor, SVGA, 28MM 1280X1024 60Hz. Systems Co., Ltd. Microsoft Microsoft PS2 Ergonomic Mouse Corporation Logitech Microsoft Corp oration Quartet Mark 'N Wipe Board, 6' W x 4'H, melamine writing surface with anodized aluminum frame Plantronics Plantronics Universal Modular Adapter/ _____________ Microsoft Corp – Fabric: Gemstone; Laminate: White Nebula; Finish: Light Grey. (Concensys panels: Trim and Steel, Li BPI Box/Box/File Pedestal Drawers. Color: Light Grey Microsoft Corp oration Hon Guest Chair with arms. Black metal frame; Fabric: Fireworks/Garnet (Grade III). Tangent 17" Color Monitor, 1280x1024x75Hz, 28 dp. Computers {/TABLE} _____________ Microsoft Corp – keyboard tray with mouse pad. Fabric: Gemstone; Laminate: White Nebula; Finish: Light Grey. BPI Box/Box/File Pedestal Drawers. Color: Light Grey Logitech Microsoft Corp oration Hon Lowback ergonomic chair with lower lumbar support, adjustable height, swivel, dual-action, synchro-tilt, tilt tension, tilt lock, adjustable arms. Frame: _____________ dt 116492 ; Intel Intel Corp. ( Semiconductors ) As referenced in this Bill of Sale: Intel Corp – 104-Key K Micron Microsoft Intellimouse, included in the purchase of a Micron PIII Commercial 700MHz (S/N 2131631-0001). Computer Systems, Inc. Intel Corp oration Intel PC Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel _____________ Intel Corp – Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel Video Phone Software Intel Corp oration Intel PC Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel _____________ Intel Corp – Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel Video Phone Software Intel Corp oration Intel PC Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel _____________ Intel Corp – Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel Video Phone Software Intel Corp oration Intel PC Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel _____________ Intel Corp – Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel Video Phone Software Intel Corp oration Intel PC Camera Pro Pak, USB. Software included: Intel Create & Share (Product ID PYZ-USBAS-QCP-3V10-ERI; CDA 750643-0002), Intel _____________ dt 149155 ;	Tektronix Tektronix, Inc. ( Electronic Instruments & Controls ) As referenced in this Bill of Sale: Tektronix Inc. – Micron Pentium III 700Mhz. (S/N 2131634-0001) Microsoft Microsoft Windows NT Workstation V4.0 included in the purchase of a Corporation Micron Pentium III 700Mhz. (S/N 2131631-0001) Tektronix Inc. Tektronix Phaser 840 Plus Color Printer. Includes ATM Software - 136 fonts and CD Rom Software. Quartet Quartet 70" x 70" Projection Screen, wall/ceiling mount. Manufacturing Co. Puma Satellite _____________ dt 1482997
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Preview Full Doc	2003	Calculation Agency Agreement Calculation Agency Agreement (28K) Doc #253663: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $8,452,500 aggregate principal amount of The Dow Jones Industrial AverageSM SUNS(R), Stock Upside Note Securities Due April 29, 2010 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. In response to a request made by the Trustee for a determination of the Maturity Payment Amount due at Stated Maturity of the Securities, the Calculation Agent shall determine such Maturity Payment Amount and notify the Trustee of its determination. The Calculation Agent shall also be responsible for (a) the determination of the Maturity Payment Amount, (b) the determination of whether adjustments to the Closing Level should be made, (c) the determination of the Adjusted Final Index Level, (d) the determination of the Successor Index if publication of the Index is discontinued and (e) the determination of whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow Jones & Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc. The Securities, based on the performance of the Dow Jones Industrial Average, are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Securities. "Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such 253663	Microsoft Microsoft Corp. ; AT&T AT&T Corp. ( Communications Services ) As referenced in this Calculation Agency Agreement: AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc., American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company, General _____________ dt 1541268 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – R), Stock Upside Note Securities Due April 29, 2010 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478083 ;	Exxon Mobil Exxon Mobil Corp. ; Hewlett-Packard Hewlett-Packard Co. ( Computer Peripherals ) ; More...
Preview Full Doc	2003	Calculation Agency Agreement Calculation Agency Agreement (26K) Doc #253665: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $7,340,000 aggregate principal amount of The Dow Jones Industrial Average(SM) SUNS(R), Stock Upside Note Securities Due April 29, 2010 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. In response to a request made by the Trustee for a determination of the Maturity Payment Amount due at Stated Maturity of the Securities, the Calculation Agent shall determine such Maturity Payment Amount and notify the Trustee of its determination. The Calculation Agent shall also be responsible for (a) the determination of the Maturity Payment Amount, (b) the determination of whether adjustments to the Closing Level should be made, (c) the determination of the Adjusted Final Index Level, (d) the determination of the Successor Index if publication of the Index is discontinued and (e) the determination of whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. ----------------------- "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow Jones & Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc. The Securities, based on the performance of the Dow Jones Industrial Average, are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Securities. "Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as 253665	Microsoft Microsoft Corp. ; AT&T AT&T Corp. ( Communications Services ) As referenced in this Calculation Agency Agreement: AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc., American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company, General _____________ dt 1541269 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – R), Stock Upside Note Securities Due April 29, 2010 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478084 ;	Exxon Mobil Exxon Mobil Corp. ; Hewlett-Packard Hewlett-Packard Co. ( Computer Peripherals ) ; More...
Preview Full Doc	2002	Calculation Agency Agreement Calculation Agency Agreement (30K) Doc #253754: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of October 2, 2002 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $19,676,500 aggregate principal amount of 0.25% Notes Due October 2, 2007, Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. In response to a request made by the Trustee for a determination of the Maturity Payment Amount due at Stated Maturity of the Securities, the Redemption Payment Amount and the Repurchase Payment Amount, the Calculation Agent shall determine such Payment Amount and notify the Trustee of its determination. The Calculation Agent shall also be responsible for (a) the determination of the Settlement Value, (b) whether adjustments to the Closing Level should be made, (c) the determination of the Successor Index if publication of the Index is discontinued and (d) the determination of whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. * "Dow Jones and "Dow Jones Industrial Average" are servicemarks of Dow Jones & Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc. The Securities, based on the performance of the Dow Jones Industrial Average, are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Securities. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the 253754	Microsoft Microsoft Corp. ; AT&T AT&T Corp. ( Communications Services ) As referenced in this Calculation Agency Agreement: AT&T Corp. – cross-section of U.S. industry. As of September 25, 2002, the component companies of the Dow Jones Industrial Average were as follows: 3M Company, Alcoa Inc., American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company, General _____________ dt 1541270 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – 2007, Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478089 ;	Exxon Mobil Exxon Mobil Corp. ; Hewlett-Packard Hewlett-Packard Co. ( Computer Peripherals ) ; More...
Preview Full Doc	2002	Calculation Agency Agreement Calculation Agency Agreement (26K) Doc #253781: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 5, 2002 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $58,500,000 aggregate principal amount of Dow Jones Industrial AverageSM SUNS(R), 112.5% Minimum Redemption PrincipalPlus Stock Upside Note Securities(R) Due August 5, 2007* (the "Securities"); WHEREAS, the Securities will be issued under an Indenture dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. In response to a request made by the Trustee for a determination of the Maturity Payment Amount due at Stated Maturity of the Securities, the Calculation Agent shall determine such Maturity Payment Amount and notify the Trustee of its determination. The Calculation Agent shall also be responsible for (a) the determination of the Closing Level on each Measurement Date, (b) the determination of the Capped Quarterly Returns for each Measurement Date, (c) the determination of the Equity Bonus, (d) the determination of the Successor Index if publication of the Index is discontinued and (e) the determination of whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of any such adjustment or if a Market Disruption Event has -------- * "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow Jones & Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc. The Securities, based on the performance of the Dow Jones Industrial Average, are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in the Securities. "SUNS" and "Stock Upside Note Securities" are trademarks of Lehman Brothers Inc. {PAGE} 2 occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as 253781	Microsoft Microsoft Corp. ; AT&T AT&T Corp. ( Communications Services ) As referenced in this Calculation Agency Agreement: AT&T Corp. – cross-section of U.S. industry. As of July 29, 2002, the component companies of the Dow Jones Industrial Average were as follows: 3M Company, Alcoa Inc., American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company, General _____________ dt 1541271 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Stock Upside Note Securities(R) Due August 5, 2007* (the "Securities"); WHEREAS, the Securities will be issued under an Indenture dated as of September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478092 ;	Exxon Mobil Exxon Mobil Corp. ; Hewlett-Packard Hewlett-Packard Co. ( Computer Peripherals ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253858: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $8,625,000 aggregate principal amount of RAPIDS(SM), Return Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Value of each of the Underlying Equity Securities in the Basket, (c) the Ending Value of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. -------- "RAPIDS" is a servicemark of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for 253858	Microsoft Microsoft Corp. ; AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Calculation Agency Agreement: American International Group, Inc – 7,500,000 aggregate principal amount of the Securities. {PAGE} 8 "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: Starting Multiplier Underlying Equity Security (number of shares) -------------------------- ------------------ American International Group, Inc . 1.274697 AOL Time Warner Inc. 3.039514 Citigroup Inc. 2.366864 Exxon Mobil Corporation 2.500625 General Electric Corporation 2.628121 Intel Corporation 5.117707 Internal Business Machines _____________ American International Group, Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: American International Group, Inc ., AOL Time Warner Inc., Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying _____________ dt 1483319 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478106 ;	Exxon Mobil Exxon Mobil Corp. ; Intel Intel Corp. ( Semiconductors ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253860: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of up to $8,625,000 aggregate principal amount of RAPIDS(sm), Return Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Value of each of the Underlying Equity Securities in the Basket, (c) the Ending Value of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. ---------------------------- "RAPIDS" is a servicemark of Lehman Brothers Inc. {PAGE} 2 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property 253860	Microsoft Microsoft Corp. ; AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Calculation Agency Agreement: American International Group, Inc – principal amount of the Securities. {PAGE} 8 "Starting Multiplier" shall mean, for each Underlying Equity Security, the following: {TABLE} {CAPTION} Underlying Equity Security Starting Multiplier (number of shares) -------------------------- -------------------------------------- {S} {C} American International Group, Inc . 1.274697 AOL Time Warner Inc. 3.039514 Citigroup Inc. 2.366864 Exxon Mobil Corporation 2.500625 General Electric Corporation 2.628121 Intel Corporation 5.117707 Internal Business Machines _____________ American International Group, Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: American International Group, Inc ., AOL Time Warner Inc., Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation, International Business Machines Corporation, Microsoft Corporation, Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying _____________ dt 1483320 ; Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – Accelerated PortfolIo Debt Securities Notes Due November 5, 2002 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478107 ;	Exxon Mobil Exxon Mobil Corp. ; Intel Intel Corp. ( Semiconductors ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (40K) Doc #253872: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 21, 2001 (the "AGREEMENT"), between Lehman Brothers Holdings Inc. (the "COMPANY") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,100,000 aggregate principal amount of PORTFOLIO RANGERSSM, PORTFOLIO Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 21, 2003 (the "SECURITIES"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "TRUSTEE"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "INDENTURE"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. APPOINTMENT OF AGENT. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. CALCULATIONS AND INFORMATION PROVIDED. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. CALCULATIONS. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation ----------- "RANGERS" and "Risk AdjustiNG Equity Range Securities" are servicemarks of Lehman Brothers Inc. {Page} 2 made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. FEES AND EXPENSES. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. TERMS AND CONDITIONS. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. RESIGNATION; REMOVAL; SUCCESSOR. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {Page} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer 253872	Microsoft Microsoft Corp. ; Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "UNDERLYING EQUITY SECURITIES" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491890 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "UNDERLYING EQUITY SECURITIES" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515975 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 21, 2003 (the "SECURITIES"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "TRUSTEE"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478110 ; Intel Intel Corp. ( Semiconductors ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253876: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 14, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,000,000 aggregate principal amount of Portfolio RANGERSSM, Portfolio Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities")*; WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. {PAGE} 2 Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a 253876	Microsoft Microsoft Corp. ; Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491891 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515976 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478111 ; Intel Intel Corp. ( Semiconductors ) ; More...
Preview Full Doc	2001	Calculation Agency Agreement Calculation Agency Agreement (39K) Doc #253881: Click preview link for longer preview. CALCULATION AGENCY AGREEMENT CALCULATION AGENCY AGREEMENT, dated as of August 14, 2001 (the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc., as Calculation Agent. WHEREAS, the Company has authorized the issuance of $10,000,000 aggregate principal amount of Portfolio RANGERSSM, Portfolio Risk AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987 (collectively, the "Indenture"); and WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Securities; NOW THEREFORE, the Company and the Calculation Agent agree as follows: 1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned. 2. Calculations and Information Provided. The Calculation Agent shall determine (a) the Maturity Payment Amount on the Calculation Date, (b) the Starting Price of each of the Underlying Equity Securities in the Basket, (c) the Ending Price of each of the Underlying Equity Securities in the Basket, (d) the Adjusted Value for each of the Underlying Equity Securities in the Basket, (e) the sum of the Adjusted Values for all of the Underlying Equity Securities in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of the Underlying Equity Securities in the Basket, (g) any required adjustments to the Multipliers of the Underlying Equity Securities in the Basket and (h) whether a Market Disruption Event has occurred. The Calculation Agent shall notify the Trustee of all such determinations and any such adjustment or if a Market Disruption Event has occurred. Annex A hereto sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2. 3. Calculations. Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Trustee's request, be made available at the Corporate Trust Office. "RANGERS" and "Risk AdjustiNG Equity Range Securities" are servicemarks of Lehman Brothers Inc. {PAGE} 2 4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. 5. Terms and Conditions. The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees: (a) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Securities; (b) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company or the Trustee made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company or the Trustee, as the case may be; (c) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; (d) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and (e) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or wilful misconduct. 6. Resignation; Removal; Successor. (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. {PAGE} 3 (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property 253881	Microsoft Microsoft Corp. ; Amgen Amgen, Inc. As referenced in this Calculation Agency Agreement: Amgen Inc – in the preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc ., Cisco Systems, Inc., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying _____________ dt 1491892 ; Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this Calculation Agency Agreement: Cisco Systems, Inc – preamble to this Agreement. "Underlying Equity Securities" shall mean the securities included in the Basket from time to time and shall initially be the following 10 common stocks: Amgen Inc., Cisco Systems, Inc ., Dell Computer Corporation, Gemstar--TV Guide International, Inc., Intel Corporation, Maxim Integrated Products, Inc., Microsoft Corporation, Oracle Corporation, QUALCOMM Incorporated and Sun Microsystems, Inc. The Underlying Equity Securities shall _____________ dt 1515977 ;	Citibank Citibank, NA As referenced in this Calculation Agency Agreement: Citibank, N.A. – AdjustiNG Equity Range SecuritiesSM Notes Due August 14, 2003 (the "Securities"); WHEREAS, the Securities will be issued under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A.* , as Trustee (the "Trustee"), as supplemented and amended by supplemental indentures dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993, October 1, 1995, _____________ dt 1478112 ; Intel Intel Corp. ( Semiconductors ) ; More...
Preview Full Doc	2002	Co-Marketing Agreement Co-Marketing Agreement (98K) Doc #146285: Click preview link for longer preview. CO-MARKETING AGREEMENT This Co-Marketing Agreement ("Agreement") is made and entered into as of the later of the two signature dates below (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: RECITALS A. On or about January 17, 2000, VerticalNet and Microsoft entered into a letter agreement (the "LA") pursuant to which the parties contemplated negotiating and executing definitive agreements relating to: (i) an investment by Microsoft in VerticalNet, and (ii) a commercial relationship between Microsoft and VerticalNet. B. Concurrently with the execution of this Agreement, VerticalNet and Microsoft are executing a VERTICALNET, INC. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Stock Purchase Agreement") and related documents (the "Ancillary Documents"), which memorialize or effectuate the investment referred to in the LA and clause (i) of Recital A above. C. Among other activities, VerticalNet owns and operates a portfolio of Web Sites consisting of vertical business-to-business trade communities which feature, among other elements, virtual "storefronts" licensed, developed and maintained by VerticalNet for third parties. D. Among other activities, Microsoft develops and licenses software and owns and operates a business to business Web Site known as bCentral and a group of Web Sites known as The Microsoft Network, or "MSN". E. VerticalNet and Microsoft desire to enter into a co-marketing relationship on the terms and conditions contained in this Agreement. This Agreement is intended to be the definitive "Commercial Relationship Agreement" contemplated by the LA and memorializing the relationship referred to in clause (ii) of Recital A above. AGREEMENT Accordingly, VerticalNet and Microsoft, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms (when initially capitalized) will have the indicated meanings: 1.1 "ADDITIONAL SEEDED STOREFRONT" means an E-Commerce Center or Storefront: (i) which is Sold to a Microsoft Customer (or to an operating division of a Microsoft Customer in 1 {PAGE} conjunction with said Microsoft Customer's Purchase of a Seeded Storefront hereunder) and (ii) with respect to which the Microsoft Customer (or operating division) will be obligated to pay to VerticalNet an amount determined by VerticalNet. For the sake of clarity, an Additional Seeded Storefront is not a Seeded Storefront. 1.2 "AVERAGE SELLING PRICE" or "ASP" means an amount computed in accordance with Exhibit A hereto; an Average Selling Price will be separately computed for each type of Seeded Storefront/Additional Seeded Storefront (including without limitation Storefronts and E-Commerce Centers). 1.3 "bCENTRAL" means that certain Web Site owned and operated by Microsoft providing business-to-business services and accessed through the domain http://www.bcentral.com, and any successor Web Site(s). 1.4 "BUYER'S GUIDES" means any of the "Online Buyer's Guides" contained in the VerticalNet Communities. 1.5 "CONTRACT QUARTER" means each of the three-month periods during any Contract Year commencing on April 1, July 1, October 1 and January 1; provided, however, that the first Contract Quarter under this Agreement shall commence on the Effective Date and shall end on June 30, 2000. 1.6 "CONTRACT YEAR" means a period of twelve consecutive months commencing on April 1, 2000 or an anniversary thereof during the Term; provided, however, that the first Contract Year under this Agreement shall commence on the Effective Date and shall end on March 31, 2001. Thus, subject to Section 7 (termination), Contract Year 1 means the first twelve consecutive months commencing on the Effective Date and ending on March 31, 2001; Contract Year 2 means the second twelve consecutive months commencing on April 1, 2001 and ending on March 31, 2002; and Contract Year 3 means the third twelve consecutive months commencing on April 1, 2002 and ending on March 31, 2003. 1.7 "CUSTOMER" means a third party with a Storefront or E-Commerce Center. 1.8 "DERIVATIVE TECHNOLOGY" means: (i) for copyrightable or copyrighted material, any translation (including translation into other computer languages), portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment, derivative work or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. 1.9 "DISCOUNT FACTOR" means the difference of 1 minus (N/100) where N% is the applicable Discount. 146285	Microsoft Microsoft Corp. As referenced in this Co-Marketing Agreement: MICROSOFT CORP – and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORP ORATION ("Microsoft"), a Washington corporation with its principal business address at One Microsoft Way, Redmond, Washington 98052, with reference to the following facts: _____________ Microsoft Corp – SECTION 10. 11. CONFIDENTIALITY. 11.1 EXISTING NON-DISCLOSURE AGREEMENT. Microsoft and VerticalNet acknowledge and agree that the terms and conditions of the Microsoft Corp oration Non-Disclosure Agreement, attached hereto as Exhibit I ("NDA"), are incorporated by reference into this Agreement. Each party agrees to negotiate in _____________ MICROSOFT CORP – proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: Name: Title: Address: MICROSOFT CORP ORATION a Washington corporation By: Name: Title: Address: 29 {PAGE} EXHIBIT A AVERAGE SELLING PRICE & DISCOUNT COMPUTATION 1. As of the Effective Date, _____________ dt 116514 ; Verticalnet Verticalnet, Inc. ( Computer Services ) As referenced in this Co-Marketing Agreement: VERTICALNET, INC. – 1 CO-MARKETING AGREEMENT This Co-Marketing Agreement ("Agreement") is made and entered into as of the later of the two signature dates below (the "Effective Date") by and between VERTICALNET, INC. ("VerticalNet"), a Pennsylvania corporation with its principal business address at 700 Dresher Road, Suite 100, Horsham, Pennsylvania 19044, and MICROSOFT CORPORATION ("Microsoft"), a Washington corporation with its principal business _____________ VERTICALNET, INC. – i) an investment by Microsoft in VerticalNet, and (ii) a commercial relationship between Microsoft and VerticalNet. B. Concurrently with the execution of this Agreement, VerticalNet and Microsoft are executing a VERTICALNET, INC. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Stock Purchase Agreement") and related documents (the "Ancillary Documents"), which memorialize or effectuate the investment referred to in the LA and _____________ VERTICALNET, INC. – WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. VERTICALNET, INC. a Pennsylvania corporation By: Name: Title: Address: MICROSOFT CORPORATION a Washington corporation By: Name: Title: Address: 29 {PAGE} EXHIBIT A AVERAGE SELLING PRICE & DISCOUNT COMPUTATION 1. As of the _____________ dt 1451120 ;	Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Co-Marketing Agreement: Morgan, Lewis – Attention: General Counsel (Fax (215) 784-1960), with copy to the attention of Michael Pillion, Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103-2921 (Fax (215) 963-5299), or dt 32462 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Co-Marketing Agreement: Preston Gates – Counsel, Finance and Operations, (Fax (425) 936-7329), with a copy to Glenn Schroeder at Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, WA 98104-7078 (Fax (206) dt 33285
Preview Full Doc	2004	Commercial Agreement Commercial Agreement (92K) Doc #228594: Click preview link for longer preview. COMMERCIAL AGREEMENT This Agreement ("Agreement") is made and entered into as of the later of the two signature dates below (the "Effective Date"), by and between GREENFIELD ONLINE, INC., ("GFOL") a Delaware corporation with its principal place of business at 21 River Road, Wilton, CT 06897, and MICROSOFT CORPORATION, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 ("Microsoft"). WHEREAS, the parties have agreed to enter into a business relationship regarding an online Market Research Survey Service that will be developed, marketed and served by GFOL and distributed by Microsoft over its MSN website. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Microsoft and GFOL hereby agree as follows: 1. DEFINITIONS. "CHANNEL" means a group of content-related secondary web pages within a web site that are devoted to a particular subject (such as Careers, Entertainment, News or Travel), the top level page of which group is accessed directly from a web site's home page, a web site's fixed navigation links and other placements. "CLICKS" mean each occurrence when a MSN End Users clicks on any Link within MSN and is linked to a Router Page on the Co-Branded Survey Site. "CO-BRANDED SURVEY SITE" means the GFOL and Microsoft branded Web site, developed, maintained and hosted by GFOL at the virtual domain, www.surveyrouter.com containing the Router Pages and www.greenfieldonline.com Surveys (as defined below). "COMMERCIAL RELEASE DATE" means the date on which the Co-Branded Survey Site (as defined below) is first made available to End Users. "END USER(S)" mean all end users of a web site. "KEY CUSTOMER(S)" means customers or partners who provide more than $1,000,000 in advertising revenue to Microsoft. Key customers may not include Insight Express, Harris Interactive, Decision Analysts, NPD, Knowledge Networks, ComScore, Market Tools, e-shearch, Evaluations, Survey Sampling, SPSSmr, and the companies owned or controlled by NFO, Market Facts, UBM, The Kantar Group, Aegis, Interpublic Group and Taylor/Nelson/Sofres "LINK" means an embedded icon, object, graphic or text within a web page that consists of a hypertext pointer to the Co-Branded Survey Site. "MSN TEMPLATE" means the MSN Template set forth in Exhibit 1. "MSN" means (i) the broadband and narrowband U.S., English language version aggregation of Microsoft and third party web sites (as such properties may change from 1 {PAGE} time to time in Microsoft's sole discretion), which is currently or hereafter marketed by Microsoft as "The Microsoft Network" and/or "MSN"; (ii) MSN Vertical Providers (except as provided below), and (iii) any successor, replacement or new versions of the foregoing web site branded "MSN" or "The Microsoft Network." "MSN" includes all versions of MSN that are co-branded with third parties (or their successors or replacements) for which Microsoft controls the majority of the web site. "MSN" does not include (i) Microsoft Product web sites such as www.microsoft.com; (ii) MSN Vertical Providers not controlled exclusively by Microsoft (e.g., MSNBC); and (iii) international versions of MSN or non-English language versions of MSN (whether international or in the U.S.). "MSN VERTICAL PROVIDER" means a Microsoft joint venture or third-party content provider web site linked to or from the MSN home page or other part of MSN (such as a Channel or sub-Channel) during the Term, where (i) the branding of the default home page as a result of such Link is either co-branded with MSN or controlled exclusively by such Content provider, and (ii) the operation of such web site may be controlled exclusively by such third party content provider. For example, MSNBC, ESPN, WebMD and Expedia are the respective MSN Vertical Providers of the "news," "sports," "health" and "travel" Channels on MSN as of the Effective Date. "PORTAL" means any general interest or specialty subject web site available to the public on the internet through direct or password protected access, either free or subscription based, that aggregates content and services such as search functionality and links to other web sites for purposes of advertising or transactional revenue, including but not limited to, web sites such as AOL, Yahoo, Lycos, Excite or InfoSpace. "ROUTER PAGE(S)" means those Co-Branded Survey Site page(s) that host a questionnaire which qualifies an End User as a potential survey participant. "SURVEY(S)" means the market research survey(s) created, marketed and made available by GFOL on the Co-Branded Survey Site. 2. GFOL'S RIGHTS AND OBLIGATIONS. During the Term: 2.1 GFOL will develop, maintain and host the Co-Branded Survey Site, including but not limited to, the Router Pages and the Surveys; 2.2 GFOL will, at Microsoft's request, include within each questionnaire on each Router Page, one question provided by Microsoft that is separate and unrelated to the other qualifying questions within the questionnaire; 2.3 GFOL will display each page of the Co-Branded Survey Site, including but not limited to the Router Pages and pages hosting the Surveys, within the MSN Template, in accordance with the usage guidelines set forth in Exhibit 1; 2.4 GFOL will ensure that the Co-branded Survey Site complies with the MSN Service Level Agreement ("SLA") set forth in Exhibit 2; 2.5 GFOL will provide a link to the GFOL privacy statement on all Co-Branded Survey Site pages in a manner that makes the privacy statements readily accessible to End Users. The GFOL privacy statements will comply with industry-standard privacy guidelines and practices including, without limitation, guidelines and practices recommended by the Better Business Bureau Online (BBB Online), Online Privacy Alliance and/or TRUSTe. In cases where GFOL asks Survey respondents recruited via MSN for permission to disclose their personally identifiable information to third parties, GFOL [****]; 2.6 GFOL will be responsible for all customer support for End Users of the Co-Branded Survey Site; 2 {PAGE} 2.7 GFOL will bear all costs related to the Co-Branded Survey Sites, including but not limited to, the cost of developing, maintaining and hosting the Survey Site and all customer service costs; and 2.8 GFOL may, at its sole option, elect to participate in a 30-day trial period of Microsoft's new ad inventory optimization model. Such 30-day trial period must occur within the first 60 days of this Agreement. During the trial period, Microsoft will incur the costs of creating the ad inventory and GFOL will pay Microsoft for all Clicks delivered to the Co-Branded Survey Site as set forth in Section 9. 228594	Microsoft Microsoft Corp. As referenced in this Commercial Agreement: MICROSOFT CORP – and between GREENFIELD ONLINE, INC., ("GFOL") a Delaware corporation with its principal place of business at 21 River Road, Wilton, CT 06897, and MICROSOFT CORP ORATION, a Washington corporation with its principal place of business at One Microsoft Way, Redmond, WA 98052 ("Microsoft"). WHEREAS, the parties have agreed _____________ MICROSOFT CORP – PAGE} IN WITNESS WHEREOF, the parties have executed and delivered this Test Period Agreement as of the date written next to their name. MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. ("MICROSOFT") ("GFOL") By________________________________ By________________________________ Name _____________________________ Name _____________________________ Title ____________________________ Title ____________________________ Date _____________________________ Date _____________________________ 11 {PAGE} EXHIBIT _____________ MICROSOFT CORP – This AMENDMENT NUMBER 1 ("Amendment No. 1") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). Microsoft and GFOL hereby agree to modify the Agreement as follows: 1. Section 2.10 is hereby added as follows: 2. _____________ MICROSOFT CORP – parties enter into this Amendment as of the later of the two signatures dates below ("the Effective Date of this Amendment Number 1"). MICROSOFT CORP ORATION GREENFIELD ONLINE, INC. By (Signature) ------------------------ -------------------------------- Name: --------------------------------- -------------------------------- (Print Clearly) Title: ------------------------------- -------------------------------- Date: -------------------------------- -------------------------------- {PAGE} AMENDMENT NO. 2 TO THE COMMERCIAL AGREEMENT This AMENDMENT NUMBER NO. _____________ MICROSOFT CORP – AMENDMENT NUMBER NO. 2 ("Amendment No. 2") to the Commercial Agreement (the "Agreement") is made by and between GREENFIELD ONLINE, INC. ("GFOL") and MICROSOFT CORP ORATION ("Microsoft"). WHEREAS, the parties entered into a Commercial Agreement on November 28, 2001, regarding an online Market Research Survey Service to be _____________ dt 116578 ;	Greenfield Online Inc.
Preview Full Doc	2004	Commitment Letter [Form] Commitment Letter [Form] (104K) Doc #249092: Click preview link for longer preview. FORM OF COMMITMENT LETTER To: Telewest Communications Networks Limited (TCN) (on behalf of itself and the other TCN Entities), Telewest Communications plc (Telewest), Telewest Global, Inc. (New Telewest), and to Telewest UK Limited (Telewest UK) 160 Great Portland Street London W1N 5QA Attention: Barry Elson 2004 COMMITMENT LETTER Dear Sirs, Loan agreement dated 16 March 2001 made between TCN as Facility A Borrower (1), TCN as Facility B Borrower (2), TCN as Facility C Borrower (3), TCN and Telewest Finance Corporation as Facility D Borrowers (4), the Subsidiaries of TCN set out in part A of schedule 1, thereto (5), the Associated Partnerships of TCN set out in part C of schedule 1 thereto (6), BNY Markets Limited, Canadian Imperial Bank of Commerce, London branch, TD Bank Europe Limited, Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of America International Limited as Lead Arrangers (7), certain banks and financial institutions described therein as Lenders (8), CIBC World Markets plc and Canadian Imperial Bank of Commerce as Agents (9) and CIBC World Markets plc as Security Trustee (10) (as from time to time amended, varied, extended, restated, refinanced or replaced, the Loan Agreement) 1. Introduction and Definitions 1.1 This letter sets out the terms and conditions on which the Lenders are prepared to make available to TCN credit facilities of 2,030,000,000 and uncommitted facilities of 125,000,000 pursuant to an amended and restated facility agreement. 1.2 Terms defined in the Loan Agreement shall, unless otherwise defined in this agreement, have the same meaning when used in this agreement. 1.3 In this letter: Agreed Form means in relation to any documentation relating to the Facilities in the form agreed by the Lenders, TCN, Telewest, the Relevant Committee Members and Huff, and initialled for the purposes of identification by Norton Rose, Weil Gotshal Manges and Cadwalader Wickersham & Taft; Agreed Percentage means at least 60 per cent.; Agreed Securities means the $300,000,000 9 5/8% senior debentures due 2006 and the $1,536,413,000 11% senior discount debentures due 2007 issued by Telewest on 3 October 1995; the $350,000,000 11 1/4% senior notes due 2008 issued by Telewest on 9 November 1998; the 300,000,000 5 1/4% senior convertible notes due 2007 issued by Telewest on 19 February 1999; the 325,000,000 9 7/8% senior discount notes due 2009 and the $500,000,000 9 1/4% senior discount notes due 2009 issued by Telewest on 15 April 1999; the $450,000,000 11 3/8% senior discount notes due 2010 and the 180,000,000 9 7/8% senior notes due 2010; the $350,000,000 9 7/8% senior notes due 2010 issued by Telewest on 19 January 2000; the $500,000,000 6% senior convertible notes due 2005 issued by Telewest Jersey on 7 July 2000; the notes exchanged for the 255,073,000 5% Accreting Notes due 2003, issued by Telewest on 1 November 2000; the 34,440,000 5% Accreting Notes due 2003, issued by Telewest on 15 January 2001; and the 4,026,000 5% Accreting Notes due 2003, issued by Telewest on 2 April 2001; Bondholder Agreement means any or all of the separate Voting Agreements entered into between (1) Telewest and (2) each of the Relevant Committee Members and Huff; Co-ordinators means Canadian Imperial Bank of Commerce, London branch, The Royal Bank of Scotland plc and JPMorgan Chase Bank; Co-ordinators and Steering Committee Letter means the letter confirming, inter alia, the terms of the appointment of the Steering Committee dated 21 August 2002; Derivative Agreements means (a) the agreement dated 14 October 1997 between The Royal Bank of Scotland plc and Telewest and the schedule and confirmations thereto; (b) the agreement dated 8 October 1998 between JPMorgan Chase Bank and Telewest and the schedule and confirmations thereto; (c) the agreement dated 15 June 2000 between Credit Agricole Indosuez (London branch) and Telewest and the schedule and confirmations thereto; and (d) the agreement dated 21 August 2000 between The Bank of New York and Telewest and the schedule and confirmations thereto; Effective Date means the date on which the office copies of the relevant orders of the High Court of Justice of England and Wales sanctioning the Plc Scheme and the Jersey Scheme have been delivered to the Registrar of Companies and the office copy of the order of the Royal Court of Jersey approving the Jersey Scheme has been delivered to the Jersey Registrar of Companies for registration as required by Section 425 of the English Companies Act 1985 or Article 125 of the Companies (Jersey) Law 1991; Facilities means the proposed credit facilities of 2,030,000,000 and uncommitted facilities of 125,000,000 to be made available to TCN on the terms contained in the Term Sheet; Fee Letter means the letter with this title between the Steering Committee, TCN and Telewest dated 21 August 2002; Hedge Agreements means the heads of terms and settlement deeds to be entered into by Telewest and TCN with each Swap Bank pursuant to which outstanding liabilities arising under the Derivative Agreements will be discharged and TCN will enter into new derivative agreements with each of the Swap Banks; Huff means W.R. Huff Asset Management Co. L.L.C.; IDT Voting Agreement means an agreement between Telewest and IDT Corporation by which IDT Corporation have, inter alia, agreed to exercise certain rights to vote in favour of the Shareholder Resolutions at a meeting of Telewest shareholders; 249092	Microsoft Microsoft Corp. As referenced in this Commitment Letter [Form]: Microsoft Corp – 425 of the Companies Act 1985 and Article 125 of the Companies (Jersey) Law 1991, and any adjournment of such meetings; Microsoft means Microsoft Corp oration, a company incorporated in Washington, whose principal place of business is One Microsoft Way, Redmond WA 98052 6399 USA; New Telewest means _____________ dt 116581 ; LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Commitment Letter [Form]: Liberty Media International, Inc – of the TCN Lease, Royal Bank Leasing Limited, W. & G. Lease Finance Limited and Lombard Corporate Finance (June 2) Limited; Liberty Media means Liberty Media International, Inc . a company incorporated in Delaware, USA whose principal place of business is 12300 Liberty Media Boulevard, Englewood, Colorado 80112 USA; Longstop Date _____________ dt 259692 ; Royal Bank Royal Bank of Scotland plc As referenced in this Commitment Letter [Form]: Royal Bank of Scotland plc, – Barclays Capital, Bayerische Hypo-und Vereinsbank AG, Credit Suisse First Boston, Deutsche Bank AG London, The Fuji Bank, Limited, JPMorgan Chase Bank, The Royal Bank of Scotland plc, Salomon Brothers International Limited, West LB AG London branch (formerly Westdeutsche Landesbank Girozentrale), Fortis Bank S.A./N.V. and Bank of _____________ Royal Bank of Scotland plc – 1) Telewest and (2) each of the Relevant Committee Members and Huff; Co-ordinators means Canadian Imperial Bank of Commerce, London branch, The Royal Bank of Scotland plc and JPMorgan Chase Bank; Co-ordinators and Steering Committee Letter means the letter confirming, inter alia, the terms of the appointment of the _____________ Royal Bank of Scotland plc – of the appointment of the Steering Committee dated 21 August 2002; Derivative Agreements means (a) the agreement dated 14 October 1997 between The Royal Bank of Scotland plc and Telewest and the schedule and confirmations thereto; (b) the agreement dated 8 October 1998 between JPMorgan Chase Bank and Telewest and the _____________ Royal Bank of Scotland plc, – by that name as set out in the Co-ordinators and Steering Committee Letter; Swap Banks means each of JPMorgan Chase Bank, The Royal Bank of Scotland plc, The Bank of New York and Credit Agricole Indosuez (London branch); TCN Lease means the master leasing agreement dated 1 December 2000 _____________ Royal Bank of Scotland plc. – TCN Group. Lead Arrangers and Lenders: As per the current Facility Agreement. Overdraft Lenders: Barclays Bank plc, National Westminster Bank plc and The Royal Bank of Scotland plc. Agent/Security Trustee: CIBC World Markets plc. Repayment: Facility A, B and C will be repaid in full on 31 December 2005. _____________ dt 225510 ;	TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Commitment Letter [Form]: Telewest Communications plc – LETTER Exhibit 10.6 FORM OF COMMITMENT LETTER To: Telewest Communications Networks Limited (TCN) (on behalf of itself and the other TCN Entities), Telewest Communications plc (Telewest), Telewest Global, Inc. (New Telewest), and to Telewest UK Limited (Telewest UK) 160 Great Portland Street London W1N 5QA Attention: Barry _____________ Telewest Communications plc – Communications Networks Limited for and on behalf of itself and each other TCN Entity By: Date: Yours faithfully For and on behalf of Telewest Communications plc By: Date: 16 Yours faithfully For and on behalf of Telewest Global, Inc. By: Date: Yours faithfully For and on behalf of _____________ Telewest Communications plc. – to such newly formed English company subject to, and without prejudicing, the existing security over such assets entered into by Telewest. Telewest means Telewest Communications plc. Documentation: Amendment and restatement of the Facility Agreement dated 16 March 2001 (as subsequently amended). Save where inconsistent or otherwise indicated in _____________ dt 277525 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Commitment Letter [Form]: Bank of New York – the schedule and confirmations thereto; and (d) the agreement dated 21 August 2000 between The Bank of New York and Telewest and the schedule and confirmations thereto; Effective Date means the date on which _____________ Bank of New York – Swap Banks means each of JPMorgan Chase Bank, The Royal Bank of Scotland plc, The Bank of New York and Credit Agricole Indosuez (London branch); TCN Lease means the master leasing agreement dated 1 _____________ Bank of New York, – in respect of the hedging arrangements entered into by Telewest with Credit Agricole Indosuez, The Bank of New York, The Chase Manhattan Bank and The Royal Bank of Scotland plc having been entered _____________ dt 86373 ; More...
Preview Full Doc	2002	Company Agreement Company Agreement (60K) Doc #335368: Click preview link for longer preview. COMPANY AGREEMENT (the ?Agreement?) 1. Announcement of the Offer 1.1 Immediately upon signing this Agreement, the Parties shall announce that Microsoft and certain shareholders of Navision have entered into the Conditional Share Purchase Agreement and that Microsoft shall make the Offer. The announcement shall be made in the form of a stock exchange announcement and a subsequent press release. The stock exchange announcement and the press release are set out in Schedule 1 hereto. The general terms of the Offer are set out in Schedule 2 hereto. The Parties shall coordinate with each other the release of the stock exchange announcements to the relevant stock exchanges. 1.2 Upon publication of the Offer by Microsoft, the Board of Directors of Navision will pursuant to Section 7 in the Executive Order No. 827 of 10 November 1999 (?Order No. 827?) issued by the Danish Securities Council (in Danish: Fondsr?det), issue a statement substantially in the form as set out in Schedule 3 hereto. Navision agrees and acknowledges that Microsoft?s obligation to make the Offer pursuant to Clause 1.1 shall be fulfilled and fully discharged if the Offer is made by means of the Offer Document. 1.3 Microsoft and Navision shall consult with each other before issuing any public statement with respect to the transactions contemplated by this Agreement, and neither Party shall issue any such public statement prior to providing the other Party the opportunity to review, comment upon and concur with and use reasonable best efforts to agree on, any such public statement, and to coordinate the timing of the release of any public statements, except as either Party may determine is required by applicable law, court process or by obligations pursuant to any rules and regulations of any stock exchange. 1.4 The Board of Directors of Navision have unanimously decided to enter into this Agreement and to recommend the Offer to the shareholders of Navision. Such recommendation shall be maintained and shall not be withdrawn or modified in any negative way, except as set out in this Agreement. 1.5 The Parties shall use their best endeavours to further completion of the Offer including the fulfilment of the conditions of the Offer. 2. Waiver of conditions?Extension of Offer period 2.1 If a situation arises which requires considerations in respect of waiving a condition for the Offer or extending the Offer period, Microsoft shall discuss in good faith with Navision how to proceed. Any decision to waive one or more Offer Conditions or to extend the Offer period shall, after good faith discussions with Navision, be at the discretion of Microsoft. 3. Mandatory bid?Compulsory acquisition 3.1 When the Offer is completed, Microsoft shall make a mandatory public offer to the remaining shareholders of Navision in accordance with the requirements of the Danish Act on Securities Trading (in Danish: V?rdipapirhandelsloven) and Order No. 827. As soon as practicable thereafter and after having obtained more than 90% of the Share Capital (as defined in Clause 2.2 of Schedule 2), Microsoft shall initiate and complete a procedure for compulsory acquisition of the remaining shares in Navision. 335368	Microsoft Microsoft Corp.
Preview Full Doc	2001	Cross Promotion Agreement [Amended and Restated] Cross Promotion Agreement [Amended and Restated] (91K) Doc #146652: Click preview link for longer preview. Amended and Restated MSN/Expedia Carriage and Cross Promotion Agreement This Amended and Restated MSN/Expedia Carriage and Cross Promotion Agreement ("Agreement"), by and between Microsoft Corporation ("Microsoft"), a Washington corporation, and Expedia, Inc. ("EI"), a Washington corporation, is effective as of June 29, 2001 (the "Effective Date"). RECITALS WHEREAS, EI owns and operates a network of Web sites currently known as "Expedia," with the home page of the US version currently located at http://www.expedia.com, and home pages of the international versions of Expedia ---------------------- located at other URLs; WHEREAS, Microsoft owns and operates, among other things, a network of Web sites currently known as "MSN," with the home page of the US version currently located at http://www.msn.com, and home pages of the international versions of ------------------ MSN located at other URLs, which network includes a variety of topic-specific offerings; WHEREAS, Microsoft and EI entered into the Expedia.com/MSN Carriage and Cross Promotion Agreement dated as of November 5, 1999 (the "1999 Carriage Agreement"); WHEREAS, Microsoft and EI wish to amend and supersede the 1999 Carriage Agreement in its entirety with this Agreement; and WHEREAS Microsoft and EI wish to include the customized co-branded version of Expedia as part of MSN's "Travel" channel, and to provide various links to each other's products and services among pages located in Microsoft Online Properties and located in Expedia and the co-branded version of Expedia Web sites, to engage in certain activities intended to promote the parties' respective products and services and to undertake and carry out their respective responsibilities as set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree as follows: 1. Definitions ----------- 1.1 "Above-the-Fold" means the default area of a Web Page that is visible to a user when first accessing the Web Page in a given session without having to scroll down, or to the right while viewing a standard screen using a standard Internet browser configuration (i.e. the browsing frame viewable within the default installation of the latest version of Internet Explorer running on a monitor with a display of 800 x 600 pixels). 1.2 "Affiliate" means, with respect to a party to this Agreement, any entity that a party directly or indirectly controls, or is under common control with, or is controlled by, such party. For purposes of the preceding sentence, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). 1.3 "Agency Accommodation Transaction" means the reservation or purchase via the Co-Branded Site of hotel accommodations for an uninterrupted stay of any duration or any accommodations available for reservation or purchase for an uninterrupted stay of any duration that is completed by a User, and where the User pays the hotel and EI is receives a commission from the hotel. 1.4 "Aggregate Information" means information that describes the habits, usage patterns and/or demographics of users as a group but does not indicate the identity of any particular end user, and information about an individual end user presented in a form distinguishable from information relating to other end users but not in a form that enables the recipient to personally identify any end user. Page 1 of 26 {PAGE} Amended & Restated MSN/Expedia Carriage Agreement FINAL -- June 29, 2001 1.5 "Air Transaction" means the purchase via the Co-Branded Site of airline tickets for one trip (round-trip, or one-way if no round-trip is purchased) that is completed by a User. 1.6 "Car Transaction" means the reservation via the Co-Branded Site of one or more rental cars for a given duration of time from the same pickup point that is completed by a User. 1.7 "Channel" means a group of content-related secondary Web Pages within a Web Site that are devoted to a particular subject (such as Health, Entertainment, News or Travel), the top level page of which group is accessed directly from the Web Site's Home Page. The "Travel Channel" on MSN is the Channel that relates to travel information, travel booking and related travel information and has a placement and prominence equivalent to other Channels within MSN. 1.8 "Co-Branded Site" means the aggregation of special, customized co-branded versions of Expedia to be developed, hosted and maintained by EI in accordance with this Agreement, including the Home Page of such versions that are accessed by Users via one of the EI Icons, and including international versions of such special, customized co-branded versions of Expedia, and their Home Pages that are accessed by Users via one of the EI Icons. For purposes of this Agreement, Co-Branded Site means the "Travel Channel." 1.9 "EI Icons" means any Link to the Co-Branded Site, such as the EI logo or EI storefront booking form or other EI content, that is located on MSN. 1.10 "EI Named Competitors" means (i) those entities, and any single, direct successors or assigns of any of such entities, that are listed on Exhibit B, (ii) any entity whose primary business, in Microsoft's good faith judgment, is to provide distribution for one or more of the foregoing entities in part (i), (iii) any entity which, in Microsoft's good faith judgment, is using promotion or advertisements with Microsoft primarily to drive transactions to one or more of the foregoing entities in part (i), and (iv) any entity doing business under any of the brand names of one or more of the Named Competitors. At all times during the Term, the number of "Named Competitors," shall be limited to seven (7) in the US, and to five (5) in each "Non-US Exclusive Countries." EI shall be entitled to update the list of Named Competitors not more than once per year during the Term, which update will be effective as of July 1 of each year; provided, that: (a) EI shall not be entitled to increase the total number of Named Competitors included in such list; and (b) EI may not add airline companies, hotel companies, car rental companies, cruise companies or other Travel Suppliers whose primary purpose is not online or offline travel aggregation services to the list, with the exception that for each of the Non-US Exclusive Countries, EI may name one airline company (e.g. British Airways in UK). For the purposes of ongoing modifications to the list, good faith sunset provisions shall apply for a period of up to twelve (12) months from the date that MSN signed an advertising or promotion deal with a Named Competitor that is subsequently added to the list, thereby allowing MSN at any time to sign deals for up to one (1) year in length with Travel Suppliers not on the list at the time of such signing. 1.11 "Essential Travel Elements" means those online travel services required of the Co-Branded Site in each Exclusive Country, as further described in Exhibit C, attached hereto and incorporated by reference herein. 1.12 "Exclusive Countries" means those countries where EI operates a Co-Branded Site. As of the Effective Date, Exclusive Countries mean the US, Canada, UK and Germany. Beginning in September 2001, France will be considered one of the Exclusive Countries. Additional Exclusive Countries may be added as provided in Section 2.1(c). For purposes of this Agreement, Canada, UK, Germany, France, and any additional Exclusive Countries which may be added as provided in Section 2.1(c) are defined collectively, as "Non-US Exclusive Countries." For purposes of clarification, "Exclusive Countries" shall include "Non-US Exclusive Countries." 1.13 "Expedia" means the software code, informational databases, products, and other components that make up a service which is operated and hosted on Web Sites by or for EI and is marketed for use by individual end users to enable such end users to shop for, reserve, book and pay for certain travel services via a personal computer (or any other interactive device) connected to the Internet or any other network. EI currently offers such services on the Web under the name "Expedia," but such name may change from time to time and the term "Expedia" as used herein shall be deemed to refer to all future versions of "Expedia", regardless of the name under 146652	Microsoft Microsoft Corp. As referenced in this Cross Promotion Agreement [Amended and Restated]: Microsoft Corp – Restated MSN/Expedia Carriage and Cross Promotion Agreement This Amended and Restated MSN/Expedia Carriage and Cross Promotion Agreement ("Agreement"), by and between Microsoft Corp oration ("Microsoft"), a Washington corporation, and Expedia, Inc. ("EI"), a Washington corporation, is effective as of June 29, 2001 (the "Effective Date"). RECITALS _____________ Microsoft Corp – United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: To EI: To Microsoft: Expedia, Inc. Microsoft Corp oration Page 17 of 26 {PAGE} Amended & Restated MSN/Expedia Carriage Agreement FINAL -- June 29, 2001 13810 SE Eastgate Way, Suite 400 One _____________ MICROSOFT CORP – FINAL -- June 29, 2001 The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. MICROSOFT CORP ORATION EXPEDIA, INC. By /s/ Richard Bray By /s/ Gregory S. Stanger -------------------------------- -------------------------------- Name (Print) Richard Bray Name (Print) Gregory S. Stanger ---------------------- ---------------------- Title VP- _____________ dt 116517 ;	Expedia Inc
Preview Full Doc	2002	Customer Support Services Agreement Customer Support Services Agreement (72K) Doc #145591: Click preview link for longer preview. CUSTOMER SUPPORT SERVICES AGREEMENT This Support Services Agreement (the "Agreement") is entered into by and between Microsoft Corporation ("Microsoft"), a Washington corporation, located at One Microsoft Way, Redmond, Washington and RMH Teleservices, Inc. ("Company"), a Pennsylvania_corporation, located at 40 Morris Avenue, Bryn Mawr, PA 19010 (collectively, the "Parties"), and effective as of October 1, 2000 ("Effective Date"). R E C I T A L S WHEREAS, Company is engaged in the business of providing call center services to commercial customers; and WHEREAS, Microsoft desires to engage Company to provide the specific call center services described below during the Term for MSN Internet Access upon the terms and conditions set forth below and in the attached exhibits hereto (as described herein); NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Microsoft agree as follows: 1. DEFINITIONS. The capitalized terms listed below shall have the following meanings when used in this Agreement and any exhibits, attachments, and amendments. (a) "Abandoned Call" shall mean a Call that reaches the ACD but is terminated prior to being answered by a Support Professional. (b) "ACD" shall mean the automatic call distribution system located at Company's facility. (c) "Average Speed to Answer" or "ASA" shall mean the average time before a Call is answered by a Support Professional. The counter starts when the Call is presented to the ACD, and does not include the main greeting time prior to presentation to the ACD. (d) "Call" shall mean a telephone call routed to Company for resolution pursuant to the terms of this Agreement. (e) "Customer" shall mean any end-user or potential end-user of a Product. (f) "Effective Date" shall mean the date on which this Agreement becomes effective as set forth in the first paragraph of this Agreement. (g) "E-mail Inquiry Response Time" shall mean the time interval between the time at which an electronic inquiry entered the Company's mailbox and the time at which a final response resolving the matter was sent back to the originator of the electronic inquiry. (h) "E-mail Inquiry Support Services" shall mean the services specified herein to be provided by Company to Customers whose electronic messages are directed to Company via a predetermined electronic mailbox. 145591	Microsoft Microsoft Corp. As referenced in this Customer Support Services Agreement: Microsoft Corp – SERVICES AGREEMENT {TEXT} {PAGE} Exhibit 10.43 CUSTOMER SUPPORT SERVICES AGREEMENT This Support Services Agreement (the "Agreement") is entered into by and between Microsoft Corp oration ("Microsoft"), a Washington corporation, located at One Microsoft Way, Redmond, Washington and RMH Teleservices, Inc. ("Company"), a Pennsylvania_corporation, located at 40 Morris _____________ Microsoft Corp – Confidential 16 {PAGE} prepaid, certified or registered, return receipt requested, and addressed as follows, NOTICES TO Company: NOTICES TO Microsoft: ------------------ -------------------- RMH Teleservices, Inc. Microsoft Corp oration 40 Morris Ave. One Microsoft Way Bryn Mawr, PA 19010 Redmond, WA 98052-6399 Attn.: Noah Asher Attn.: Susan Everest Telephone: 610- _____________ Microsoft Corp – of delays for sixty (60) days or more, either party may terminate this Agreement by giving written notice thereof to the other party. Microsoft Corp oration RMH Teleservices, Inc. /s/ xxxx xxxx /s/ Paul J. Burkitt ------------------------------ --------------------------------- Signature Signature xxxx xxxx Paul J. Burkitt ------------------------------ --------------------------------- Name (print) Name (print) General _____________ dt 116507 ; Wolf Block Wolf, Block, Schorr and Solis-Cohen ( Legal ) As referenced in this Customer Support Services Agreement: wolf, block – 5300 Telephone: (425)703-5362 Fax: 610-526-2028 Fax: (425)936-7329 Copy to: Wolf, Block , Schorr and Solis-Cohen LLP 250 Park Avenue Copy to: Microsoft Law & Corporate New dt 9748 ;	RMH Teleservices Inc.
Preview Full Doc	2003	Employment Agreement [Amended and Restated] Employment Agreement [Amended and Restated] (43K) Doc #176727: Click preview link for longer preview. AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement), dated as of July 9, 2002 is entered into by and between Erik C. Blachford (Employee) and Expedia, Inc., a Washington corporation (the Company). WHEREAS, Employee has been promoted to the position of President, Expedia North America of the Company; WHEREAS, USA Networks, Inc. (USAi), the Company, Taipei, Inc., and Microsoft Corporation entered into an Agreement and Plan of Recapitalization and Merger dated as of July 15, 2001 as amended August 21, 2001 (the Transaction Agreement), which resulted in the merger of the Company with and into Taipei, Inc. effective as of the Effective Time (as defined in the Transaction Agreement); WHEREAS, the Board of Directors of the Company (the Board) has provided for the employment of Employee from and after the date upon which the Effective Time occurred (the Effective Date), and Employee is willing to continue to commit himself to serve the Company and its subsidiaries and affiliates, on the terms and conditions herein provided; WHEREAS, the Company and USAi were parties to a term sheet dated as of July 15, 2001 as amended August 22, 2001 (the Term Sheet), that contemplated the execution between the parties hereto prior to the Effective Time of a long-form employment agreement consistent with the terms thereof. WHEREAS, in order to effect the foregoing, the Company and Employee wish to enter into an amended and restated employment agreement on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Employee and the Company have agreed and do hereby agree as follows: 1A. EMPLOYMENT. The Company agrees to continue to employ Employee as President, Expedia North America of the Company, commencing upon the Effective Date, and Employee accepts and agrees to such employment. During Employees employment with the Company, Employee shall perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Employees position and shall render such services on the terms set forth herein. During Employees employment with the Company, Employee shall report to the Companys Chief Executive Officer/President, or such person(s) as from time to time may be designated by the Company (the Reporting Officer). Employee shall have such powers and duties with respect to the Company as may reasonably be assigned to Employee by the Reporting Officer, to the extent consistent with Employees position and status. Employee agrees to devote all of Employees working time, attention and efforts to the Company and to perform the duties of Employees position in accordance with the Companys policies as in effect from time to time. Employees principal place of employment shall be the Companys offices located in the Seattle, Washington metropolitan area. 2A. TERM OF AGREEMENT. The term (Term) of this Agreement shall commence upon the Effective Date and shall continue for a period of three years, unless sooner terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions attached hereto. Effective as of the date hereof, this Agreement shall replace and supercede the Term Sheet, and the Term Sheet shall be of no further force and effect. Upon the termination of the Transaction Agreement, this Agreement and the Term Sheet shall terminate and shall be void ab initio and of no force and effect. 3A. COMPENSATION. (a) BASE SALARY. During the remaining portion of the Term, the Company shall pay Employee an annual base salary of $185,000 (the Base Salary), payable in equal biweekly installments or in accordance with the Companys payroll practice as in effect from time to time. Unless otherwise agreed by the Company and USAi, the Base Salary shall be subject to review and increase at the discretion of the Companys Chief Executive Officer, any such increase to be approved by the Compensation Committee of the Board (the Compensation Committee). For all purposes under this Agreement, the term Base Salary shall refer to Base Salary as in effect from time to time. (b) DISCRETIONARY BONUS. During the Term, Employee shall be eligible to receive discretionary annual bonuses. (c) EQUITY AWARDS. In consideration of Employees entering into this Agreement and as an inducement to continue in the employ of the Company, Employee shall be eligible for stock option grants after August 2, 2001; provided that such grants shall not accelerate and vest upon a termination of Employees employment without Cause (as defined in the Standard Terms and Conditions) or a resignation of the Employee for Good Reason (as defined in the Standard Terms and Conditions). (d) BENEFITS. From the Effective Date through the date of termination of Employees employment with the Company for any reason, except as specifically provided herein, Employee shall be entitled to participate in any welfare, health, life insurance, pension benefit and incentive plans, programs, policies, and practices as may be adopted from time to time by the Company on the same basis as that provided to similarly situated executives of the Company. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits: (i) Reimbursement for Business Expenses. During the Term, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in performing Employees duties for the Company, on the same basis as similarly situated executives of the Company and in accordance with the Companys policies as in effect from time to time. (ii) Vacation. During the Term, Employee shall be entitled to a number of weeks of paid vacation per year equal to those provided to similarly situated executives of the Company, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated executives of the Company generally. 176727	Microsoft Microsoft Corp. As referenced in this Employment Agreement [Amended and Restated]: Microsoft Corp – been promoted to the position of President, Expedia North America of the Company; WHEREAS, USA Networks, Inc. (USAi), the Company, Taipei, Inc., and Microsoft Corp oration entered into an Agreement and Plan of Recapitalization and Merger dated as of July 15, 2001 as amended August 21, 2001 (the _____________ dt 116563 ; priceline.com priceline.com Inc. ( Computer Services ) As referenced in this Employment Agreement [Amended and Restated]: Priceline.com Inc. – travel related services in such jurisdiction as of the Effective Date or at any time thereafter (including, without limitation, general online travel providers such as Travelocity.com Inc., Orbitz and Priceline.com Inc. ); and (ii) Employee shall be considered to have become associated with a Competitive Activity if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent _____________ dt 1450376 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Employment Agreement [Amended and Restated]: Wachtell, Lipton – West 57th Street New York, New York 10019 Attention: General Counsel With a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Michael dt 31975 ;	Erik C. Blachford; Expedia Inc
Preview Full Doc	2003	Letter Agreement Letter Agreement (17K) Doc #160646: Click preview link for longer preview. Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and consideration of various alternative potential Transactions (as defined in Section 3 below) to be undertaken by the Company and (b) as the counterparty in connection with any Transaction during the term of this agreement. Section 1. Financial Advisory and Other Services. During the term of this agreement we will: (a) together with the Companys legal counsel and tax and accounting advisors, assist the Company in structuring, identifying and evaluating the relative merits and feasibility of one or more potential Transactions; and (b) act as the exclusive counterparty in connection with the program (the Stock Option Transfer Program) contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions attached hereto form an integral part of this agreement and are hereby incorporated herein by reference in their entirety. Section 2. Compensation. The fees payable by the Company to JPMorgan for the financial advisory services described in Section 1(a) shall be as follows: (a) upon distribution (whether by email or otherwise) by the Company to its employees of a disclosure document describing the terms and conditions of a Transaction to be entered into between the Company and JPMorgan, an engagement fee of $6,000,000 shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable (whether or not any Transaction is consummated)); (b) upon consummation of a Transaction between the Company and JPMorgan during the term of this agreement, if more than 50% of the employee stock options eligible for sale or transfer pursuant to the terms and conditions of the Transaction are sold or transferred by employees of the Company, an execution fee of $4,000,000 (in addition to the engagement fee described in Section 2(a) above) shall be payable to JPMorgan by the Company for the financial advisory services described in Section 1(a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 160646	Microsoft Microsoft Corp. As referenced in this Letter Agreement: Microsoft Corp – Engagement Letter dated October 9, 2003 EX-99.(D)(2) 20 dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corp oration October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent _____________ Microsoft Corp – dex99d2.htm ENGAGEMENT LETTER DATED OCTOBER 9, 2003 Exhibit (d)(2) Microsoft Corporation October 9, 2003 [JPMorgan Letterhead] October 9, 2003 STRICTLY CONFIDENTIAL Microsoft Corp oration One Microsoft Way Redmond, Washington 98052-6399 Attention: Mr. Brent Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our _____________ Microsoft Corp – to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corp oration (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor in connection with its structuring, analysis and _____________ Microsoft Corp – a) above (it being understood and agreed that such fee shall be fully earned when paid and shall be non-refundable); and 1 Microsoft Corp oration October 9, 2003 (c) upon consummation of a Transaction between the Company and JPMorgan, if more than 75% of the employee stock _____________ Microsoft Corp – 4 hereof and Sections 2 and 4 of the Standard Terms and Conditions shall survive any termination or expiration of this agreement. 2 Microsoft Corp oration October 9, 2003 If the terms of our engagement as set forth in this agreement (including the attached Standard Terms and Conditions) _____________ dt 116543 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Letter Agreement: J.P. Morgan Securities – Callinicos Corporate Vice President and Treasurer Ladies and Gentlemen: Pursuant to our recent discussions, we are pleased to confirm the arrangements under which J.P. Morgan Securities Inc. (JPMorgan) is exclusively engaged by Microsoft Corporation (collectively with its subsidiaries and affiliates, the Company) to act (a) as its financial advisor _____________ J.P. MORGAN SECURITIES – of this letter and return it to the undersigned. We look forward to working with the Company on this assignment. Very truly yours, J.P. MORGAN SECURITIES INC. By: /s/ PETER E. ENGEL Name: Peter E. Engel Title: Managing Director Microsoft Corporation October 9, 2003 Accepted and Agreed As Of _____________ dt 98058 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Letter Agreement: JPMorgan Chase – contemplated by the Program Agreement dated as of October 9, 2003 between the Company and JPMorgan Chase Bank (the Program Agreement). The Company and JPMorgan agree that the Standard Terms and Conditions JPMorgan Chase – such term is defined in the Program Agreement) are transferred to, and paid for by, JPMorgan Chase Bank thereby becoming JPMorgan Options (as such term is defined in the Program Agreement), the dt 45941
Preview Full Doc	2003	Fairness Opinion Documentation Fairness Opinion Documentation (79K) Doc #166733: Click preview link for longer preview. Cysive, Inc. Special Committee of the Board of Directors September 14, 2003 In rendering our opinion, we have, among other things: 1.) reviewed a comprehensive selling process conducted by Broadview to a broad set of prospective strategic and financial buyers of the Company, as well as other expressions of interest in the Company; 2.) discussed with the Special Committee the level of response received following the Companys May 30, 2003 press release and subsequent proxy statement filing announcing the Company had entered into the Agreement; 3.) reviewed the terms of the Agreement, as well as the Amendment in the form furnished to us by counsel to the Special Committee on September 12, 2003 (which, for the purposes of this opinion, we have assumed, with your permission, to be identical in all material respects to the amendment to be executed); 4.) reviewed Cysives annual report on Form 10-K for the fiscal year ended December 31, 2002, including the audited financial statements included therein and Cysives quarterly report on Form 10-Q for the period ended June 30, 2003, including the unaudited financial statements included therein; 5.) reviewed certain internal financial and operating information relating to Cysive prepared and furnished to us by Cysive management; 6.) participated in discussions with Cysives management concerning the operations, business strategy, current financial performance and prospects for Cysive; 7.) discussed with Cysives Special Committee its view of the strategic and financial rationale for the Merger; 8.) reviewed the recent reported closing prices and trading activity for Company Common Stock; 166733	Microsoft Microsoft Corp. As referenced in this Fairness Opinion Documentation: Microsoft Corp – greater marketing, distribution, financial and technological resources than the Company. Cysives primary competitors include application integration technology vendors such as BEA Systems, IBM, Microsoft Corp oration and TIBCO Software, as well as wireless and remote access technology vendors such as 724 Solutions, Aether Systems, Citrix Systems and Extended _____________ Microsoft Corp – by Kroll, Inc.; 35) Infinium Software, Inc. by SSA Global Technologies, Inc.; 36) SoftQuad Software, Ltd. by Corel Corporation; 37) Vicinity Corporation by Microsoft Corp oration; 38) InfoInterActive Inc. by AOL Time Warner Inc.; 39) EXE Technologies, Inc. by SSA Global Technologies, Inc.; BROADVIEW INTERNATIONAL LLC 16 40) _____________ Microsoft Corp – Corel Corporation SoftQuad Software, Ltd. Develops XML enabling technologies and commerce solutions for eBusiness. $ 37.5 41.2 % 50.7 % 10/22/02 Microsoft Corp oration Vicinity Corporation Provides Internet-based marketing infrastructure services. $ 95.9 48.7 % 50.0 % 5/18/01 AOL Time Warner Inc. InfoInterActive _____________ dt 116549 ; 724 Solutions 724 Solutions Inc. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: 724 Solutions Inc. – Mobile Middleware public company comparables consist of: 1) Semotus Solutions, Inc.; 2) Pumatech, Inc.; 3) Extended Systems, Inc.; 4) NEON Systems, Inc.; 5) Jacada Ltd.; 6) Attunity Ltd.; and 7) 724 Solutions Inc. In order of descending EMC/Net Cash, the Enterprise Software public company comparables consist of: 1) FalconStor Software, Inc.; 2) BackWeb Technologies Ltd.; 3) Click Commerce, Inc.; 4) Versata, _____________ 724 Solutions Inc. – 42,029 19,365 Jacada Ltd. [JCDA] 20,365 (8.9 %) 20,544 59,208 42,482 Attunity Ltd. [ATTU] 17,461 8.1 % 17,332 16,854 4,320 724 Solutions Inc. [SVNX] 17,732 (30.2 %) 12,040 18,139 25,284 High 27,534 23.6 % 29,524 197,807 42,482 Median $ 17,732 (8.9 %) $ 17,332 $ _____________ 724 Solutions Inc. – Jacada Ltd. [JCDA] 40,017 16,726 0.82 0.81 1.39 1.48 Attunity Ltd. [ATTU] 1,226 12,534 0.72 0.72 3.90 13.75 724 Solutions Inc. [SVNX] 19,565 (7,145 ) NM NM 0.72 0.93 High 40,017 170,352 9.86 14.53 24.51 14.01 Median $ 19,565 $ 20,554 _____________ 724 Solutions Inc. – Software Vendors With Trailing Twelve Months Revenue Less Than $20MM And Net Cash Greater Than $10MM Enterprise Application Integration and Mobile Middleware Vendors Enterprise Software Vendors Company Description Company Description 724 Solutions Inc. 724 Solutions Inc. is a provider of secure mobile transaction solutions to financial institutions and mobile operators. The Company enables banks to offer online banking and financial services over _____________ 724 Solutions Inc. – Trailing Twelve Months Revenue Less Than $20MM And Net Cash Greater Than $10MM Enterprise Application Integration and Mobile Middleware Vendors Enterprise Software Vendors Company Description Company Description 724 Solutions Inc. 724 Solutions Inc. is a provider of secure mobile transaction solutions to financial institutions and mobile operators. The Company enables banks to offer online banking and financial services over PCs, mobile phones, _____________ dt 1463080 ; Chordiant Chordiant Software, Inc. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: Chordiant Software, Inc. – plc; 53) Triple G Systems Group, Inc. by General Electric Company (General Electric Medical Systems Information Technologies); 54) Momentum Business Applications, Inc. by PeopleSoft, Inc.; 55) Prime Response, Inc. by Chordiant Software, Inc. ; 56) Open Market, Inc. by divine, inc.; 57) FrontStep, Inc. by Mapics, Inc.; 58) Delano Technology Corporation by divine, inc.; and 59) MGI Software Corp. by Roxio, Inc. These _____________ Chordiant Software, Inc. – Announce Announcement Announcement 1/24/02 PeopleSoft, Inc. Momentum Business Applications, Inc. Provides eBusiness, analytics and business process applications software solutions. $90.0 (3.3 %) (5.7 %) 1/8/01 Chordiant Software, Inc. Prime Response, Inc. Develops relationship marketing suite of software applications providing and easy-to-use interface empowering marketing capabilities. $33.8 (2.2 %) (5.7 %) 8/16/01 divine, _____________ dt 1484744 ;	Click Commerce Click Commerce, Inc. ( Software & Programming ) As referenced in this Fairness Opinion Documentation: Click Commerce, Inc. – Ltd.; and 7) 724 Solutions Inc. In order of descending EMC/Net Cash, the Enterprise Software public company comparables consist of: 1) FalconStor Software, Inc.; 2) BackWeb Technologies Ltd.; 3) Click Commerce, Inc. ; 4) Versata, Inc.; and 5) Firepond, Inc. The Enterprise Application Integration and Mobile Middleware comparables exhibit the following medians and ranges for the applicable multiples, reflected as Not Meaningful ( _____________ Click Commerce, Inc. – Software Vendors FalconStor Software, Inc. [FALC] $ 14,041 41.7 % $ 16,364 $ 320,839 $ 44,220 BackWeb Technologies Ltd. [BWEB] 5,237 (59.5 %) 5,860 30,821 18,696 Click Commerce, Inc. [CKCM] 15,520 (46.4 %) 20,316 15,460 12,068 Versata, Inc. [VATA] 16,887 (20.5 %) 10,928 16,032 20,894 Firepond, Inc. [FIRE] 15,864 ( _____________ Click Commerce, Inc. – 276,619 19.70 x 16.90 x 7.26 x 6.49 x BackWeb Technologies Ltd. [BWEB] 16,316 12,125 2.32 2.07 1.65 1.89 Click Commerce, Inc. [CKCM] 7,747 3,392 0.22 0.17 1.28 2.00 Versata, Inc. [VATA] 13,767 (4,862 ) NM NM 0.77 1.16 Firepond, Inc. [FIRE] _____________ Click Commerce, Inc. – business applications with data residing on legacy systems and databases, allowing them to automate and manage business processes within the enterprise and with partners, suppliers and customers over the Internet. Click Commerce, Inc. Click Commerce, Inc. is a provider of business-to-business channel management software products and integration services that connect enterprises with their distribution channel partners. The Company enables manufacturers _____________ Click Commerce, Inc. – data residing on legacy systems and databases, allowing them to automate and manage business processes within the enterprise and with partners, suppliers and customers over the Internet. Click Commerce, Inc. Click Commerce, Inc. is a provider of business-to-business channel management software products and integration services that connect enterprises with their distribution channel partners. The Company enables manufacturers to manage and _____________ dt 1460953 ; Crossworlds Crossworlds Software Inc. As referenced in this Fairness Opinion Documentation: CrossWorlds Software, Inc. – 14) Fourth Shift Corporation by AremisSoft Corporation; 15) Talarian Corporation by TIBCO Software, Inc.; 16) Extensity, Inc. by Geac Computer Corporation, Ltd.; 17) Numerical Technologies, Inc. by Synopsys, Inc.; 18) CrossWorlds Software, Inc. by International Business Machines Corporation; 19) Innoveda, Inc. by Mentor Graphics Corporation; 20) SignalSoft Corporation by Openwave Systems, Inc.; 21) Ecometry Corporation by SG Merger Corporation; 22) Mercator Software, _____________ CrossWorlds Software, Inc. – Paid Equity Premium Paid One Twenty Trading Announce Consideration Trading Day Before Days Before Date Buyer Seller Seller Description at Announce Announcement Announcement 10/30/01 International Business Machines Corporation CrossWorlds Software, Inc. Enables companies to automate business processes that integrate multiple applications, such as those for managing customer relationships and supply chains. $ 129.0 31.4 % 97.9 % 4/23/02 _____________ dt 1313987 ; More...
Preview Full Doc	2003	Indemnification Trust Agreement Indemnification Trust Agreement (47K) Doc #335171: Click preview link for longer preview. 2003 INDEMNIFICATION TRUST AGREEMENT This 2003 INDEMNIFICATION TRUST AGREEMENT (Trust or Agreement) is established as of June 30, 2003, between MICROSOFT CORPORATION, a Washington corporation (Grantor), and BNY WESTERN TRUST COMPANY (Trustee), whose address is Two Union Square, Suite 1720, 601 Union Street, Seattle, Washington 98101-2321, and, as an additional party, William G. Reed, Jr. (the Beneficiaries Representative). RECITALS A. The Grantor has established this Trust to be a source of indemnification for the Grantors directors who are eligible for such indemnification as stated in this Trust as it is in effect from time to time. B. The Grantor has determined, after due diligence, that it has and will derive substantial economic benefits of this Trust, including economic terms that are more favorable to the Grantor than obtaining protection for its directors through the current director insurance market. C. The Grantors Articles of Incorporation (the Articles) provide for mandatory indemnification of the Grantors directors to the maximum extent provided by law, and as such, this Trust is not an exclusive source of indemnification for such directors. D. The Grantor has determined that the Trust is necessary in order for the Grantor to attract and retain the most qualified directors. E. The capitalized terms have the meaning ascribed to them in the body of this Trust. AGREEMENT NOW, THEREFORE, the Grantor transfers to the Trustee funds as stated on Exhibit A of this Agreement and the Trustee acknowledges receipt of the funds and accepts the trust created hereby and agrees that it will hold all property which it may receive hereunder, as custodian IN TRUST, for the purposes and upon the terms and conditions hereinafter stated, and Grantor, Trustee and Beneficiaries Representative agree as follows: ARTICLE 1 DEFINITIONS Act means the Washington Business Corporation Act RCW 23B or succession legislation. Cash means (a) currency of the United States, and (b) certificates of deposit or time deposits having, in each case, a tenor of not more than six (6) months, issued by any U.S. commercial bank or any branch or agency of a non-U.S. bank licensed to conduct business in the U.S. having combined capital and surplus of not less than $250,000,000 (including the Trustee and its affiliates.). Claim or Claims includes, without limitation, any threatened, pending, or completed action, suit, or proceeding, whether civil, derivative, criminal, administrative, investigative, or otherwise, initiated by a person other than the Beneficiary (including any Claims by or in the right of Grantor), unless the Claim was initiated by the Beneficiary in good faith to establish or enforce a right to indemnification under the Articles, this Trust or applicable statute. Covered Act means any act or omission (including, without limitation, any alleged breach of duty, neglect, error, misstatement, misleading statement, or otherwise, or appearing as or preparing to be a witness) by a Beneficiary, and any Claim against such Beneficiary, by reason of the fact that that Beneficiary is or was a director of Grantor, or of any subsidiary or division, or is or was serving at the request of Grantor as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. Corporate Securities means USD denominated senior debt obligations that are obligations (whether direct or by virtue of guarantees) of corporations organized in the United States whose long-term, unsecured, unsubordinated debt securities are rated at least A (or its equivalent successor rating) in the case of Standard & Poors Ratings Group or A2 (or its equivalent successor rating) in the case of Moodys Investors Service, Inc. Eligible Securities means Cash, Treasury Securities, Government Securities and Municipal Securities, Corporate Securities, Money Market Funds and Other Eligible Securities. All Eligible Securities must be in a form suitable for delivery and retransfer, and must be capable of being priced by recognized third-party dealers. Excluded Claim means any payment for Losses or Expenses in connection with any Claim the payment of which is Ultimately Determined to be prohibited by the Act, public policy, or other applicable law (including binding regulations and orders or, and undertakings or other commitments with, any governmental entity or agency) as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Grantor to provide broader indemnification rights than said law permitted Grantor to provide prior to such amendment). Expenses means any reasonable expenses incurred by Beneficiary as a result of a Claim or Claims made against him or her for Covered Acts including, without limitation, counsel fees and costs of investigative, judicial, or administrative proceedings and any appeals. Fines shall include any fine, penalty or, with respect to an employee benefit plan, any excise tax, or penalty assessed with respect thereto. 335171	Microsoft Microsoft Corp. ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Indemnification Trust Agreement: Federal National Mortgage Association – assessed with respect thereto. 2 Government Securities means bonds, notes, debentures, obligations or other evidence of indebtedness issued and/or guaranteed by the Federal National Mortgage Association , the Federal Home Loan Mortgage Corporation or the Government National Mortgage Association, including mortgage participation certificates, mortgage pass-through certificates and other _____________ dt 702287 ;	Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Indemnification Trust Agreement: Preston Gates – 98052-6399 Attention: Deputy General Counsel, Finance and Operations Telephone No.: (425) 882-8080 Facsimile No.: (425) 869-1327 With a copy to: Preston Gates & Ellis LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104-1158 Attention: Kent Carlson Telephone No.: (206) 623-7580 Facsimile No.: (206) _____________ dt 671253
Preview Full Doc	2002	Indemnification Agreement Indemnification Agreement (22K) Doc #335360: Click preview link for longer preview. INDEMNIFICATION AGREEMENT This Agreement is made this 1st day of June, 1993, by and between Microsoft Corporation, a Delaware corporation (the "Company") and ______________ ("Indemnitee"), a director and/or executive officer of the Company and William G. Reed, Jr. (the initial "Beneficiaries' Representative"). WHEREAS, there is a general awareness that competent and experienced persons are becoming more reluctant to serve as directors or executive officers of publicly-held corporations unless they are protected by comprehensive policies of insurance or indemnification, due to the increasing number of lawsuits against such corporations and their directors and officers, the attendant expense of defending against such lawsuits, and the exposure of such directors and officers to unreasonably high damages; WHEREAS, present laws and interpretations are frequently too uncertain to provide such officers and directors with adequate, reliable knowledge of the legal risks to which they may be exposed as a result of serving the corporation; WHEREAS, the Board of Directors has concluded that its directors and executive officers should be provided with protection against such risks in order to insure that the most capable persons will be attracted to such positions; and, therefore, has determined to contractually obligate itself to indemnify in a reasonable manner its directors and executive {PAGE} officers and to assume for itself the liability for expenses and damages in connection with claims lodged against its directors and executive officers as a result of their service to the Company. WHEREAS, applicable law empowers corporations to indemnify persons serving as a director, officer, employee, or agent of the corporation or a person who serves at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, and further empowers a corporation to purchase and maintain insurance (on behalf of such persons) against liability which may be asserted against Indemnitee or incurred by Indemnitee in any such capacity, or arising out of Indemnitee's status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of said laws; WHEREAS, the Board of Directors has concluded that, due to the high cost and other negative features of the coverage under presently available directors and officers liability insurance, at this time it would not be in the best interest of its shareholders for the Company to purchase and maintain such insurance in the amounts customarily held by similar corporations and that its shareholders' interest would be better served by contracting to indemnify its executive officers and directors thereby reasonably self-insuring against such potential liabilities; -2- {PAGE} WHEREAS, the Company desires to have Indemnitee serve or continue to serve as a director or executive officer of the Company free from undue concern for damages by reason of Indemnitee being a director and/or executive officer of the Company or by reason of his or her decision or actions on its behalf, and Indemnitee is willing to serve, or to continue to serve, only if he or she is furnished the indemnity provided for hereinafter in one or more of such capacities; and WHEREAS, the parties believe it appropriate to memorialize and reaffirm the Company's indemnification obligations to Indemnitee and, in addition, to set forth the agreements contained herein. NOW, THEREFORE, in consideration of the promises, conditions, representations, and warranties set forth herein, including the Indemnitee's continued service to the Company, the Company and Indemnitee hereby agree as follows: 1. Definitions. The following terms, as used herein, shall have the following respective meanings: "Beneficiary" or "Beneficiaries" means an officer or director of the Company who qualifies as a Beneficiary under Section 1.1 of the Trust Agreement. "Beneficiaries' Representative" means a non-employee director of the Company, or other individual selected in accordance with the procedures set forth in Section 1.4 of the Trust Agreement. -3- {PAGE} "Claim or Claims" includes without limitation any threatened, pending, or completed action, suit, or proceeding whether civil, derivative, criminal, administrative, investigative, or otherwise, and includes any Claims by or in the right of the Company. "Covered Amount" means Loss and Expenses which, in type or amount, are not insured under any D&O Insurance. "Covered Act" means any act or omission (including without limitation any breach of duty, neglect, error, misstatement, misleading statement, or otherwise, or appearing as or preparing to be a witness) by Indemnitee, and any Claim against Indemnitee, by reason of the fact that Indemnitee is or was a director or officer of the Company, or of any subsidiary or division, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. "D&O Insurance" means any directors' and officers' liability insurance issued to the Company the proceeds of which are available for, and are tendered to, the Indemnitee. "Determination" means a determination, based on the facts known at the time, made by: (i) A majority vote of a quorum of disinterested directors; or -4- {PAGE} (ii) Independent legal counsel in a written opinion prepared at the request of a majority of a quorum of disinterested directors; or (iii) A majority of the disinterested stockholders of the Company; or (iv) A final order by a court of competent jurisdiction from which there is no further right of appeal. "Determined" shall have a correlative meaning. "Excluded Claim" means any payment for Losses or Expenses in connection with any Claim the payment of which is Ultimately Determined to be prohibited by the Delaware General Corporation Law, public policy, or other applicable law (including binding regulations and orders of, and undertakings or other commitments with, any governmental entity or agency) as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent 335360	Microsoft Microsoft Corp.
Preview Full Doc	2007	Junior Subordinated Deferrable Interest Debenture Junior Subordinated Deferrable Interest Debenture (102K) Doc #2834622: Click preview link for longer preview. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY, OR OTHERWISE PROTECTED BY, ANY FEDERAL AGENCY OR THE SECURITIES INVESTOR PROTECTION CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE SENIOR INDEBTEDNESS OF THE ISSUER AS SET FORTH HEREIN AND IS NOT SECURED. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE REGISTERED No. 1 REGISTERED US$825,010,000 CUSIP: 61753RAA9 MORGAN STANLEY JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE Morgan Stanley, a Delaware corporation (together with its successors and assigns, . . . 2834622	Microsoft Microsoft Corp. ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Junior Subordinated Deferrable Interest Debenture: Bank of New York, – 61753RAA9 MORGAN STANLEY JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE Morgan Stanley, a Delaware corporation (together with its successors and assigns, the ?Issuer?), for value received, hereby promises to pay to The Bank of New York, as Property Trustee (the ?Property Trustee,? which term includes any successor Property Trustee for Morgan Stanley Capital Trust VIII) for Morgan Stanley Capital Trust VIII, a statutory trust formed _____________ BANK OF NEW YORK, – Jai Sooklal Title: Assistant Treasurer TRUSTEE?S CERTIFICATE OF AUTHENTICATION This is one of the Debentures referred to in the within-mentioned Junior Subordinated Indenture. DATED: April 26, 2007 THE BANK OF NEW YORK, as Trustee By: /s/ Franca Ferrera Authorized Signatory 3 REVERSE OF SECURITY This debenture is one of a duly authorized issue of 6.45% Junior Subordinated Debentures due April _____________ Bank of New York, – as provided herein, of the Issuer (the ?Debentures?). The Debentures are issuable under the Junior Subordinated Indenture, dated as of October 12, 2006, between Morgan Stanley (the ?Issuer?) and The Bank of New York, as Trustee (the ?Trustee,? which term includes any successor trustee under the Junior Subordinated Indenture) (the ?Junior Subordinated Indenture?), to which Junior Subordinated Indenture reference is hereby made for _____________ Bank of New York – of the Issuer, the Trustee and holders of the Debentures and the terms upon which the Debentures are, and are to be, authenticated and delivered. The Issuer has appointed The Bank of New York at its corporate trust office in The City of New York as the paying agent (the ?Paying Agent,? which term includes any additional or successor Paying Agent appointed by the _____________ Bank of New York, – is available to the Issuer or the Issuer Trust established pursuant to the Amended and Restated Trust Agreement dated as of April 26, 2007, among the Issuer, as depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrators and the several Holders party thereto (the ?Trust Agreement?), the opportunity to eliminate, within the _____________ dt 1727729
Preview Full Doc	2003	Letter Agreement Letter Agreement (3K) Doc #335178: Click preview link for longer preview. Microsoft Corporation One Microsoft Way Redmond, Washington 98052 May 23, 2003 Liberty Media International, Inc. Liberty UK Holdings, Inc. Liberty UK, Inc. Liberty International B-L LLC c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 Re: Telewest Communications plc (the ?Company?) Dear Sirs: Reference is made to the Revised New Relationship Agreement, dated as of March 3, 2000, among Microsoft Corporation (?Seller?), Liberty . . . 335178	Microsoft Microsoft Corp. ; LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Letter Agreement: Liberty Media International, Inc – Letter Agreement EX-99.14 4 exhibit14.htm LETTER AGREEMENT Microsoft Corporation One Microsoft Way Redmond, Washington 98052 May 23, 2003 Liberty Media International, Inc . Liberty UK Holdings, Inc. Liberty UK, Inc. Liberty International B-L LLC c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado _____________ Liberty Media International, Inc – the Company) Dear Sirs: Reference is made to the Revised New Relationship Agreement, dated as of March 3, 2000, among Microsoft Corporation (Seller), Liberty Media International, Inc ., Liberty UK Holdings, Inc., Liberty UK, Inc. and the Company, as amended (the Relationship Agreement). Concurrently with the execution and delivery of _____________ Liberty Media International, Inc – By: /s/ John A. Seethof Name: Title: John A. Seethof Assistant Secretary Accepted and Agreed as of the 23rd day of May 2003: Liberty Media International, Inc . By: /s/ Charles Y. Tanabe Name: Title: Charles Y. Tanabe Senior Vice President Liberty UK Holdings, Inc. By: /s/ Charles Y. Tanabe _____________ dt 707724 ;	TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Letter Agreement: Telewest Communications plc – UK Holdings, Inc. Liberty UK, Inc. Liberty International B-L LLC c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 Re: Telewest Communications plc (the Company) Dear Sirs: Reference is made to the Revised New Relationship Agreement, dated as of March 3, 2000, among Microsoft Corporation ( _____________ dt 651788
Preview Full Doc	2002	License Agreement for Embedded Server Products License Agreement for Embedded Server Products (141K) Doc #142458: Click preview link for longer preview. COMPANY Name: MTI TECHNOLOGY CORPORATION MS Agreement Number: 5127220032 Effective Date: AUGUST 1, 2O01 Expiration Date: AUGUST 31, 2003 Embedded Systems Website URL: https://embedded.one.microsoft.com/oem {/Table} MICROSOFT OEM LICENSE AGREEMENT FOR EMBEDDED SERVER PRODUCTS This MICROSOFT OEM LICENSE AGREEMENT FOR EMBEDDED SERVER PRODUCTS ("Agreement") is entered into between Microsoft Licensing, Inc. ("MS") and the company identified below ("COMPANY") as of the Effective Date. This Agreement consists of the following: o this Signature Page o Product and Royalty Schedule o Minimum Commitment Schedule o Third Party Installer Schedule o Addresses Schedule o General Terms and Conditions By signing below, COMPANY represents and warrants that the information COMPANY provides below and on each of the attached forms is accurate, and that COMPANY has read and understood, and will act in accordance with, all of the terms set forth in the attached documents. MICROSOFT LICENSING, INC. MTI TECHNOLOGY CORPORATION A company organized under the laws of: A company organized under the laws of: The State of Nevada, U.S.A. The State of Delaware, U.S.A. By: /s/ MARK GUNTER By: /s/ PAUL L. EMERY II ----------------------------------- ----------------------------------- (signature) (signature) Name: Mark Gunter Name: Paul L. Emery II --------------------------------- --------------------------------- (printed) (printed) Title: Senior OEM Accounting Manager Title: COO -------------------------------- -------------------------------- (printed) (printed) Date: 27 Aug 01 Date: 8/16/01 ------------------ ------------------ {PAGE} PRODUCT AND ROYALTY SCHEDULE WINDOWS SERVER OPERATING SYSTEM PRODUCTS FOR EMBEDDED SYSTEMS {Table} {Caption} ---------------------------------------------------------------------------------------------------------------- Language Product Version(s) Royalty # Product Name and Version * Applicable Additional Provisions ** ---------------------------------------------------------------------------------------------------------------- {S} {C} {C} {C} {C} 15957 Microsoft(R) Windows(R) (449), (478), (497), (528), (576), US$________ 2000 for Web Server (577), (578), (579), (582), (583), Appliances (1-2 Proc (583), (585), (617), (619), (628) Version) ---------------------------------------------------------------------------------------------------------------- 15955 Microsoft(R) Windows(R) English (449), (478), (497), (528), (576), US $450.00 2000 for Network Attached (577), (579), (582), (583), (584), Storage Server Appliances, (585), (617), (620), (628), (1000), Non-Cluster Version (1-4 (1001) Proc Version) ---------------------------------------------------------------------------------------------------------------- 15956 Microsoft(R) Windows(R) English (449), (478), (497), (528), (576), US$ 550.00 2000 for Network Attached (577), (579), (582), (583), (584), Storage Server Appliances, (585), (617), (620), (628), (1000), Non-Cluster Version and (1001) Persistent Storage Manager (1-4 Proc Version) ---------------------------------------------------------------------------------------------------------------- 15953 Microsoft(R) Windows(R) English (449), (478), (497), (528), (576), US$2,100.00 2000 for Network Attached (577), (579), (582), (583), (584), Storage Server Appliances, (585), (617), (620), (628), (1000), Cluster Version (1-8 Proc (1001) Version) ---------------------------------------------------------------------------------------------------------------- 15954 Microsoft(R) Windows(R) English (449), (478), (497), (528), (576), US$2,220.00 2000 for Network Attached (577), (579), (582), (583), (584), Storage Server Appliances, (585), (617), (620), (628), (1000), Cluster Version, and (1001) Persistent Storage Manager (1-8 Proc Version) ---------------------------------------------------------------------------------------------------------------- 15958 Microsoft(R) Windows(R) (449), (478), (497), (528), (576), US$________ 2000 Server for Embedded (577), (578), (579), (582), (583), Systems with the Server (584), (585), (617), (621), (628) Appliance Software Version 2.0 (1-4 Proc Version) ---------------------------------------------------------------------------------------------------------------- 15952 Microsoft(R) Windows(R) (449), (478), (497), (528), (576), US$________ 2000 Advanced Server for (577), (578), (579), (582), (583), Embedded Systems with (584), (585), (617), (621), (628) the Server Appliance Software Version 2.0 (1-8 Proc Version) ---------------------------------------------------------------------------------------------------------------- 14623 Microsoft(R) Windows(R) English (478), (577), (582), (618), (1000), US$ 20.00 Services for Netware (1001) Version 5.0 ---------------------------------------------------------------------------------------------------------------- 13424 Microsoft(R) Windows(R) English (478), (577), (582), (618), (1000), US$ 20.00 Services for UNIX Version (1001) 2.0 Add-On Pack ---------------------------------------------------------------------------------------------------------------- {/Table} 2 {PAGE} * Language versions other than English are based on an if and as available basis. ** Only those products for which language version(s) and royalty rate(s) are listed in the table above are Licensed Product(s). ADDITIONAL PROVISIONS KEY (NOTE: ONLY THOSE ADDITIONAL PROVISIONS APPLICABLE TO LICENSED PRODUCT(S) APPEAR. SECTION LETTERING MAY NOT BE CONSECUTIVE.) (449) The following definitions are used in these Additional Provisions: (i) "Embedded Application" means an industry- or task-specific software program and/or functionality that (A) provides the primary functionality of the Embedded System, (B) is designed to meet the functionality requirements of the specific industry into which the Embedded System is being marketed, and (C) offers significant functionality in addition to the Licensed Product software. (ii) "General Purpose Device" is a computer or computing device that provides, in place of or in addition to, task-specific functionality, general-purpose server functionality that can be easily modified by the end user to add hardware, applications, or enable services that add significant functionalities to, or in place of, the task-specific functionality that was implemented at the time of manufacture by COMPANY. (iii) "Office Automation and/or Personal Computing Functions" means consumer or business tasks or processes performed by a computer or computing device, including, word processing, spreadsheets, network browsing, and personal finance. (478) COMPANY may install and distribute the Licensed Product on Embedded Systems that are rented or leased to end users ("Lessee"), providing the conditions listed below are and remain satisfied. (i) COMPANY shall enter into a written lease agreement with a Lessee for Embedded Systems distributed with the Licensed Product ("Lease"). The term of each Lease shall be no less than twelve (12) and not longer than sixty (60) consecutive months. COMPANY shall have the right to re-lese each Embedded System. (ii) The Lease shall provide that at the expiration or termination of the Lease the Lessee shall purchase or return the Embedded System (together with all copies of the Licensed Product (installed and on external media), COA, APM, and related materials for the Licensed Product) to COMPANY. (iii) If COMPANY wishes to re-lease or sell a previously leased Embedded System or transfer ownership of leased Embedded System to a Lessee, COMPANY may re-lease, sell or transfer such Embedded System with copies of the Licensed Product, COA, and related materials originally included with such Embedded System for no additional royalty to MS. Alternatively, COMPANY may reinstall the Embedded System with a later release of the Licensed Product or alternative Licensed Product, subject to the royalty obligations and terms set forth in this Agreement. If COMPANY elects to install a later release or alternative Licensed Product, COMPANY shall destroy and keep records of the destruction of the external media, COA, APM and related materials for the Licensed Product originally included with such Embedded System. (iv) Upon termination of this Agreement, COMPANY shall have the right to allow each Lessee to continue to use the Licensed Product for the remaining period of its then current Lease. Section (iii) of this subsection shall survive termination or expiration of this Agreement. (497) COMPANY may not distribute both this Licensed Product and any other Microsoft operating system product with the same Embedded System. (528) In order to support end users of this Licensed Product, COMPANY agrees to employ at all times at least one support technician who has successfully completed, at COMPANY's expense, the Microsoft Certified Professional program for the licensed version of the Licensed Product (or if applicable, for the Windows server operating system component on which it is based), or if not available, then the Microsoft Certified Professional program for the predecessor version of the Licensed Product. For purposes of this Additional Provision, the predecessor version of Windows 2000 is Windows NT version 4.0. (576) Notwithstanding Section 2(a)(ii) of the Agreement, COMPANY may install (i) one (1) primary operating copy and (ii) one (1) secondary boot copy of the Licensed Product Binaries as apart of the Image on the hard disk drive of the Embedded System pursuant to the Licensed Product Deliverables documentation. COMPANY shall configure the Embedded System to access, boot from and use the secondary boot copy of the Licensed Product only in the event of failure or malfunction of the primary operating copy of the Licensed Product. (577) COMPANY shall maintain no more than six (6) weeks of inventory of this Licensed Product or any component of this Licensed Product. (578) For this Licensed Product the additional royalty as described in Section 3(h) of the Agreement shall be three hundred percent (300%) of the highest royalty rate for the Licensed Product stated in the table above. (579) (a) Although the Licensed Product Deliverables for this Licensed Product may include files, modules, and/or materials for other functionality, COMPANY's license rights shall apply only to those files, modules and/or materials that constitute the Licensed Product as described in this Agreement. COMPANY shall disable unlicensed Licensed Product functionality, and shall not provide instructions or other means to assist end users to re-enable such functionality. (b) COMPANY's license for this Licensed Product excludes the functionality listed below, as well as functionality as denoted in documentation in the Licensed Product Deliverables: (i) Authentication Services (i.e., single sign-on authentication service), including without limitation, use of the Licensed Product as a domain controller or otherwise making use of DCPromo.exe; (ii) Network Infrastructure Services (i.e., functionalities of the Licensed Product necessary to support a server network infrastructure), including without limitation, Dynamic Host Configuration Protocol (DHCP) services, provided however, that DHCP services may be used to 142458	Microsoft Microsoft Corp. As referenced in this License Agreement for Embedded Server Products: Microsoft Corp – failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft Corp oration to make this disclaimer. - NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, _____________ Microsoft Corp – activity is expressly permitted by applicable law notwithstanding this limitation. - ADDITIONAL SOFTWARE. Any additional software provided to you by [COMPANY], MS and/or Microsoft Corp oration which updates or supplements the original SOFTWARE is governed by this EULA unless alternative terms are provided with such updates or supplements. - _____________ Microsoft Corp – 1) 775-826-0531 -------------------------------------------------------------------------------- Email Address: mnussbaum@mti.com -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Copies of all COMPANY NOTICES shall With an additional copy to: be sent to: Microsoft Corp oration Microsoft Corporation One Microsoft Way One Microsoft Way Redmond, Washington USA 98052 Redmond, Washington USA 98052 Attention: Law and Corporate Affairs Attention: _____________ Microsoft Corp – 826-0531 -------------------------------------------------------------------------------- Email Address: mnussbaum@mti.com -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Copies of all COMPANY NOTICES shall With an additional copy to: be sent to: Microsoft Corporation Microsoft Corp oration One Microsoft Way One Microsoft Way Redmond, Washington USA 98052 Redmond, Washington USA 98052 Attention: Law and Corporate Affairs Attention: Regional Vice _____________ Microsoft Corp – means the software, media containing software, documentation and Supplemental Code or related items identified by MS as Licensed Product Deliverables. (n) "MSCORP" means Microsoft Corp oration, a corporation organized under the laws of the State of Washington, U.S.A. MSCORP is the parent company of MS. (o) " _____________ dt 116503 ; Microsoft Microsoft Licensing Inc. As referenced in this License Agreement for Embedded Server Products: Microsoft Licensing, Inc – Table} MICROSOFT OEM LICENSE AGREEMENT FOR EMBEDDED SERVER PRODUCTS This MICROSOFT OEM LICENSE AGREEMENT FOR EMBEDDED SERVER PRODUCTS ("Agreement") is entered into between Microsoft Licensing, Inc . ("MS") and the company identified below ("COMPANY") as of the Effective Date. This Agreement consists of the following: o this Signature Page _____________ MICROSOFT LICENSING, INC – and that COMPANY has read and understood, and will act in accordance with, all of the terms set forth in the attached documents. MICROSOFT LICENSING, INC . MTI TECHNOLOGY CORPORATION A company organized under the laws of: A company organized under the laws of: The State of Nevada, U. _____________ Microsoft Licensing Inc – software suppliers". The EULA shall contain the following terms: o You have acquired a system ("SYSTEM") that includes software licensed by [COMPANY] from Microsoft Licensing Inc . or its affiliates ("MS"). Those installed software products of MS origin, as well as associated media, printed materials, and "online" or electronic _____________ Microsoft Licensing, Inc – customers and end users: 1-800-366-4684 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PAYMENT AND REPORTING SEND REPORTS VIA EMAIL TO: SEND PAYMENTS VIA WIRE TRANSFER ONLY TO: -------------------------------------------------------------------------------- Microsoft Licensing, Inc . Microsoft Licensing, Inc. c/o -------------------------------------------------------------------------------- OEM Accounting Services Bank of America 1401 Elm Street -------------------------------------------------------------------------------- Email: MSLIESG@MICROSOFT.COM Dallas, TX -------------------------------------------------------------------------------- Fax: (1) _____________ Microsoft Licensing, Inc – users: 1-800-366-4684 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PAYMENT AND REPORTING SEND REPORTS VIA EMAIL TO: SEND PAYMENTS VIA WIRE TRANSFER ONLY TO: -------------------------------------------------------------------------------- Microsoft Licensing, Inc. Microsoft Licensing, Inc . c/o -------------------------------------------------------------------------------- OEM Accounting Services Bank of America 1401 Elm Street -------------------------------------------------------------------------------- Email: MSLIESG@MICROSOFT.COM Dallas, TX -------------------------------------------------------------------------------- Fax: (1) 775-826-0531 _____________ dt 116879 ;	MTI Technology MTI Technology Corp. ( Computer Storage Devices ) As referenced in this License Agreement for Embedded Server Products: MTI TECHNOLOGY CORP. – this 10 day of OCTOBER 2000 (the "Effective Date"), by and between MICROSOFT CORPORATION, a Washington corporation, with offices at One Microsoft Way, Redmond, WA 98052-6399 (hereafter "Microsoft"), and MTI TECHNOLOGY CORP. (hereafter "Company"). Company is the owner or authorized licensor of certain computer products defined herein as "Company Products" which Company: (i) desires to have tested by Microsoft for compatibility _____________ MTI TECHNOLOGY CORP. – U.S. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by overnight courier, charges prepaid, with a confirming fax; and addressed as follows: 8 {PAGE} COMPANY: MTI TECHNOLOGY CORP. -------------------------------- 4905 EAST LA PALMA AVENUE -------------------------------- ANAHEIM CA. 92807 -------------------------------- Attn: CHUCK KOOS -------------------------------- Fax: 714.970.5924 -------------------------------- MICROSOFT Attn: Windows Hardware Quality Labs Microsoft Corporation One Microsoft Way Redmond, WA 98052- _____________ MTI TECHNOLOGY CORP. – parties and shall not be deemed to supersede or modify any provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. MICROSOFT CORPORATION MTI TECHNOLOGY CORP. ----------------------------------------- COMPANY /s/ CHUCK KOOS ---------------------------------- ----------------------------------------- By (sign) By (sign) CHUCK KOOS ---------------------------------- ----------------------------------------- Name (print) Name (print) DIRECTOR OF ENGINEERING ---------------------------------- ----------------------------------------- Title Title 10.10.2000 ---------------------------------- ----------------------------------------- Date Date 10 {PAGE} EXHIBIT A to _____________ MTI TECHNOLOGY CORP. – McCorkle 714.693.2375 ------------------------------- ---------------------------- Back-up: KATHY HUGHES 714.693.2263 ------------------------------- ---------------------------- IN WITNESS WHEREOF, the parties have executed this Exhibit A as of the date set forth above. MICROSOFT CORPORATION MTI TECHNOLOGY CORP. ----------------------------------------- COMPANY ---------------------------------- ----------------------------------------- By (sign) By (sign) ---------------------------------- ----------------------------------------- Name (print) Name (print) ---------------------------------- ----------------------------------------- Title Title ---------------------------------- ----------------------------------------- Date Date 12 {PAGE} EXHIBIT B TO THE WINDOWS HARDWARE QUALITY LABS TESTING and QUICK-SIGN AGREEMENT NOTE: _____________ dt 1451447 ; Sun Microsystems Sun Microsystems, Inc. ( Computer Hardware ) As referenced in this License Agreement for Embedded Server Products: Sun Microsystems, Inc – air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc . has contractually obligated Microsoft Corporation to make this disclaimer. - NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL _____________ dt 1341781
Preview Full Doc	2003	License Agreement License Agreement (29K) Doc #145747: Click preview link for longer preview. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "AGREEMENT") is entered into and is effective on this 25th day of July, 2003 (the "EFFECTIVE DATE") by and between MICROSOFT CORPORATION, a Washington corporation with principal offices in Redmond, Washington ("MICROSOFT") and IMMERSION CORPORATION, a Delaware corporation with principal offices in San Jose, California ("IMMERSION"), each a "PARTY" and collectively, the "PARTIES." RECITALS WHEREAS, Immersion has the right to grant a license to Microsoft and its Subsidiaries under certain patent rights more fully described below; and WHEREAS, Microsoft desires to acquire a license under such patent rights, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1. DEFINITIONS. A. "ADULT PRODUCT" means: [**]. B. "CONDITIONAL PATENTS" means [] . C. "FOUNDRY PRODUCT" means []. D. "LICENSED PATENTS" means all Patents under which Immersion or any of its present or future Subsidiaries owns or has as of the Effective Date (or as of the acquisition date in the case of future Subsidiaries), or thereafter obtains, the ability or right to grant licenses, releases or freedom from suit, with the exception of Conditional Patents. E. "LICENSED PRODUCT" means all hardware, software, and services, excluding Adult Products, Medical Products, and Foundry Products. F. "MEDICAL PRODUCT" means any []. General purpose hardware or software whose primary function is not the delivery of one of the foregoing is not a Medical Product. G. []. H. []. {PAGE} PROVIDED UNDER RULE 408 I. "PATENT" means any patent, patent application, provisional application, continuation, continuation-in-part, divisional, reissue, renewal, reexamination, utility model, design patent, and foreign counterparts thereof. J. "PERIPHERAL DEVICE" means []. For example, [] is a "Peripheral Device" as each of those devices []. Similarly, a [] is also a "Peripheral Device," as each of those []. For purposes of this Agreement, the Parties expressly agree that: (I) [] shall not be deemed a "Peripheral Device" for purposes of this definition and this Agreement, even if it includes or comprises []; (II) a [] is not a "Peripheral Device," even if it includes or comprises []; and (III) any [] with any of the devices identified in (i) or (ii) above is a Peripheral Device (for example, a [**] is a "Peripheral Device"). K. "SUBSIDIARY" means a corporation, company or other entity: (i) fifty percent (50%) or more of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by a Party hereto, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists; or (ii) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but fifty percent (50%) or more of whose ownership interest representing the right to make the decisions for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by a Party hereto, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists. L. "TOUCH TECHNOLOGY" means technology related to calculating, processing, amplifying, communicating, transmitting, controlling, applying, producing, using, or enhancing touch sensations or information related to the sense of touch (e.g., resistance, texture, force). Examples include force feedback, vibration, and tactile response applications. M. All terms not defined herein shall have the meaning set forth in the Settlement Agreement and Mutual Release executed by Microsoft and Immersion simultaneously with the execution of this Agreement (the "SETTLEMENT"). 2. LICENSE RIGHTS. A. LICENSE TO LICENSED PATENTS. Subject to the terms of this Agreement, Immersion, on behalf of itself and its Subsidiaries, hereby grants to Microsoft and its Subsidiaries a worldwide, perpetual, paid-up, irrevocable, non-terminable, royalty-free and non-exclusive license under the Licensed Patents to make, have made, use, lease, distribute, have distributed, publish, have published, import, offer for sale, provide as a service, sell, or otherwise dispose of Licensed Products. 145747	Microsoft Microsoft Corp. As referenced in this License Agreement: MICROSOFT CORP – LICENSE AGREEMENT (this "AGREEMENT") is entered into and is effective on this 25th day of July, 2003 (the "EFFECTIVE DATE") by and between MICROSOFT CORP ORATION, a Washington corporation with principal offices in Redmond, Washington ("MICROSOFT") and IMMERSION CORPORATION, a Delaware corporation with principal offices in San Jose, _____________ Microsoft Corp – United States of America, postage prepaid, certified or registered, return receipt requested, and addressed as follows: {TABLE} {S} {C} TO: MICROSOFT TO: IMMERSION Microsoft Corp oration Immersion Corporation Attention: Vice President, Intellectual Property Attention: Vice President, Legal Affairs One Microsoft Way 801 Fox Lane Redmond, Washington 98052-6399 _____________ MICROSOFT CORP – this Agreement as of the Effective Date written above. IMMERSION CORPORATION By: ______________________________________ VICTOR VIEGAS President, Chief Executive Officer and Chief Financial Officer MICROSOFT CORP ORATION By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 116509 ;	Immersion Corp.
Preview Full Doc	2002	License Agreement License Agreement (69K) Doc #151277: Click preview link for longer preview. YAHOO! JAPAN LICENSE AGREEMENT This YAHOO! JAPAN LICENSE AGREEMENT (the "Agreement") is entered into as of this first day of April, 1996 (the "Effective Date") by and between: YAHOO! INC., a California corporation ("Yahoo") with its principal offices at 625 Vaqueros Avenue, Sunnyvale, California 94086; and YAHOO JAPAN CORPORATION, ("YJC") with its principal offices at 3-42-3, Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan; with reference to the following: RECITALS The following provisions form the basis for, and are hereby made a part of, this Agreement: A. Yahoo owns, operates and distributes a leading index and directory of Internet resources, including a hierarchical index, information indexing and retrieval software and certain other elements of content and software; B. YJC has been organized with 60% owned by SOFTBANK Corporation, a Japanese corporation, and 40% owned by Yahoo, pursuant to a joint venture agreement entered into concurrently herewith (the "Joint Venture Agreement"), in order to manage in Japan a mirror site of the Yahoo Internet Guide, to develop related Japanese on-line navigational services, and to conduct certain other businesses relating to such activities; and C. Upon the terms and conditions set forth below, YJC and Yahoo will offer a version of certain Yahoo software and services through YJC in Japan. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I: DEFINITIONS; RULES OF CONSTRUCTION 1.1 Definitions. For purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them below: 1.1.1 "Advertising Revenue" shall mean the sum of the aggregate amounts collected plus the fair market value of any other compensation (such as barter advertising) received by or on behalf of a party hereunder arising from the license or sale of any Advertising Rights, excluding amounts allocable to any credits granted for unused services, any direct costs of collection, and any third party agency fees paid by the party in connection with development or sale of the Advertising Rights. 1.1.2 "Advertising Rights" shall mean any advertising sponsorship, linking and similar promotional rights sold or licensed in connection with (x) the Mirror Site, or (y) Related Print Publications. 1.1.3 "Affiliate" shall mean any corporation, limited liability company, partnership or other entity (collectively, an "Entity"): (1) that is controlled by or controls a party (collectively, a "Controlled Entity"); or (2) that is controlled by or controls any such Controlled Entity, in each instance of clause (1) or (2) for so long as such control continues. For purposes of this definition, "control" shall mean the possession, directly or indirectly, of a majority of the voting power of such entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). 1.1.4 "Competitive Navigational Tool" shall mean any third party Internet directory or Internet search tool that is used to perform either a directory function or a search function, including without 1 limitation, those Competitive Navigational Tools owned, operated, or offered by the companies listed in Exhibit D attached hereto. No service or tool shall be deemed to be a "Competitive Navigational Tool" solely because it is offered by a third party that also offers services or tools that are "Competitive Navigational Tools." 1.1.5 "Components" shall mean information, materials, products, features, services, content, computer software, designs, artistic renderings, drawings, sketches, characters, layouts, and the digital implementations thereof, provided, however, that "Components" shall not include Local Content. 1.1.6 "Confidential Information" shall mean any information disclosed in the course of this Agreement, which is identified as or should be reasonably understood to be confidential or proprietary to the disclosing party, including, but not limited to know-how, trade secrets, log data, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data. "Confidential Information" shall not include information which: (i) is known or becomes known to the recipient on the Effective Date directly or indirectly from a third party source other than one having an obligation of confidentiality to the providing party; (ii) hereafter becomes known (independently of disclosure by the providing party) to the recipient directly or indirectly from a source other than one having an obligation of confidentiality to the providing party; (iii) becomes publicly known or available or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the recipient; or (iv) is or was independently developed by the recipient without use of or reference to the providing party's Confidential Information, as shown by evidence in the recipient's possession. 1.1.7 "Derivative Work" shall mean all "derivative works" and "compilations" within the meaning of such terms as defined in the U.S. Copyright Act (17 U.S.C. 101 et seq.). 1.1.8 "Intellectual Property Rights" shall mean trade secrets, patents, copyrights, trademarks, know-how, moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign including all applications and registrations relating to any of the foregoing. 1.1.9 "Joint Enhancements" shall mean any enhancements, added functionalities, additions, extensions or improvements to Yahoo Japan that are created or developed jointly by YJC, on the one hand, and Yahoo, its Affiliates or their agents, on the other hand, including any Components which are jointly contributed to Yahoo Japan. 1.1.10 "Launch Date" shall mean the first date on which Yahoo Japan is made generally available to the public in Japan. 1.1.11 "Local Content" shall mean content, including URL's, added to Yahoo Japan by YJC and that is: (i) specific to the Japanese market; and (ii) originates in or arises from activities in Japan. 1.1.12 "Log Data" shall mean all data generated by an Internet server that relates to file requests, user identification, session times and similar available information, as set forth by Exhibit F. 1.1.13 "Mirror Site" shall mean YJC's mirror site(s) in Japan of the Yahoo Service site through which the Yahoo Japan will be made available to YJC Users. 1.1.14 "Open Network" shall mean an information technology and electronic communication system that any person can access via the Internet. 1.1.15 "Related Print Publications" shall mean tangible printed material, including magazines, books and periodicals, that relate directly and substantially to Yahoo Japan, and have a title in each case that includes the word, "Yahoo!" (such as "Yahoo! Japan"). 1.1.16 "Upgrades" shall mean all error corrections, upgrades, enhancements, new releases, and new versions of Yahoo Japan. 151277	Microsoft Microsoft Corp. As referenced in this License Agreement: Microsoft Corp – YJC's rights of exclusivity above and in Sections 2.1 hereto shall be subject to: (i) the rights granted by Yahoo to Microsoft Corp oration concerning the "Microsoft Network", pursuant to the agreement between Yahoo and Microsoft Corporation dated August 17, 1995; and (ii) the rights granted _____________ Microsoft Corp – be subject to: (i) the rights granted by Yahoo to Microsoft Corporation concerning the "Microsoft Network", pursuant to the agreement between Yahoo and Microsoft Corp oration dated August 17, 1995; and (ii) the rights granted by Yahoo to Global Network Navigator, Inc., pursuant to the agreement between Yahoo _____________ dt 116532 ; Venture Law Venture Law Group As referenced in this License Agreement: Venture Law Group – such party which is set forth below: To Yahoo: Yahoo! Inc. 635 Vaqueros Avenue Sunnyvale, California 94086 Attention: Tim Koogle, President Fax: (408) 328-3301 Copy to: James L. Brock Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 Fax (415) 233-8386 To YJC: Masayoshi Son Yahoo Japan Corporation 3-42-3, Nihonbashi-Hamacho Chuo-ku, Tokyo 103, Japan _____________ dt 1417342 ;	Yahoo!

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Microsoft Corporation One Microsoft Way Redmond, Washington 98052

Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052