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Program Agreement
Program Agreement (198K)
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PROGRAM AGREEMENT
This Program Agreement (as amended from time to time, this Agreement), dated as of April 15, 2003, is by and among Saks Incorporated (the Company), McRaes, Inc., an indirect wholly owned subsidiary of the Company (McRaes and, together with the Company, the Saks Companies), and Household Bank (SB), N.A. (Household Bank).
WHEREAS, the Company is in the business of selling merchandise and services through retail stores, catalogs, e-commerce and by other means;
WHEREAS, the Companys wholly owned subsidiary, National Bank of the Great Lakes (NBGL) is engaged in the business of issuing private label credit cards and establishing accounts in connection therewith for qualifying customers of the Company and its subsidiaries;
WHEREAS, the Company and its subsidiaries provide servicing and administrative support services to NBGL in support of NBGLs credit card business;
WHEREAS, the Company, NBGL and Saks Credit Corporation (together, Sellers) are entering into a Purchase and Sale Agreement with Household Bank, pursuant to which Sellers will sell, and Household Bank will purchase, specified assets dedicated exclusively to Sellers consumer private label credit card business;
WHEREAS, pursuant to this Agreement, the Saks Companies and Household Bank desire to provide for the governance of the operation of the Saks Companies consumer private label credit card business and for the rendering of marketing and other services by the Parties hereto; and
WHEREAS, the Saks Companies intend to operate stores, accept credit cards in payment for merchandise and services offered in stores, engage in marketing activities and license their trademarks, all in furtherance of the program established hereunder.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Defined Terms. Wherever used in this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings given them in the Purchase and Sale Agreement.
AAA: As defined in Section 12.15(a).
Account Documentation: Any and all documentation relating to an Account, including Credit Card Applications, Cardholder Agreements, Charge Slips and Credit Cards.
Account Receivables: The amounts accrued and/or owing to Household Bank from Cardholders with respect to the Accounts (including any amounts accrued and/or owing for the payment for Merchandise and Services, late fees, finance charges, returned check fees, charges for Ancillary Products and Household Products and any other interest, charge, fee or expense, imposed on or incurred with respect to such Accounts), net of the amount of any credit balances on the Accounts.
Accounts: The Bergners, Boston Store, Carson Pirie Scott, Herbergers, McRaes, Parisian, Proffitts, Saks Fifth Avenue and Younkers consumer revolving credit accounts established by Household Bank in accordance with this Agreement or acquired in accordance with the Purchase and Sale Agreement or this Agreement by Household Bank in favor of a Cardholder pursuant to which such Cardholder may finance, for personal, family or household purposes, the purchase of Merchandise or Services from the Company, its Affiliates, its licensees and designated agents.
Additional Prepaid Program Fee: As defined in Section 9.03(b)(i).
Adjusted Prepaid Program Fee: An amount computed in accordance with Section 9.01(d).
Affiliate: As to any Person, any entity that directly or indirectly controls, is controlled by, or is under common control with such Person. For this purpose, control of any Person means ownership of a majority of the voting power of the Person.
Amortization Period: The period from and including the Closing Date to, but excluding, the tenth anniversary of the Closing Date, as such period may be adjusted from time to time by agreement between the Parties.
Ancillary Products: Any product or program, other than Household Products, Merchandise and Services, proposed or offered to Cardholders by or through Household Bank under which Household Bank or third parties make products or services available to Cardholders as set forth in Section 3.10 hereof, subject to the approval of the Company as provided in such Section.
Annual Budget: A twelve-month budget for the Credit Card Business, in substantially the form agreed between the Parties on the Closing Date or such other form as may be approved by the Operating Committee, which in each case shall include the projected funding needs for the Credit Card Business and an explanation as to how those needs will be met.
Applicable Setup Cost Refund: As of any date, the amount shown on Exhibit 9.06 opposite the period in which such date falls under the heading Applicable Setup Cost Refund.
Applicant: An individual who has submitted a Credit Card Application for a Credit Card under the Program.
172399
|
Citibank
As referenced in this Program Agreement:
Citibank, N.A. – as of July , 2002, as amended from time to time.
Receivables Purchase Agreement: As defined in the Purchase and Sale Agreement.
Reference Banks: Citibank, N.A. , Monogram Credit Card Bank of Georgia, and the Retailer Reference Banks; provided that, upon the occurrence of a material adverse change in
_____________
dt 146096
;
McGraw-Hill Companies
As referenced in this Program Agreement:
McGraw-Hill Companies, Inc – failure to maintain an investment grade rating from at least two of Fitch, Inc., Standard and Poors Ratings Services, a division of the McGraw-Hill Companies, Inc . and Moodys Investor Services, Inc.), or (ii) the ability of any Household Entity to consummate the transactions contemplated by the Transaction Documents.
_____________
McGraw-Hill Companies, Inc – fail to maintain an investment grade rating from at least two of Fitch, Inc., Standard and Poors Ratings Services, a division of the McGraw-Hill Companies, Inc . and Moodys Investor Services, Inc.
(viii) A Change in Law that reduces in any material respect the ability of the Company or
_____________
dt 311055
;
| McRaes, Inc.;
Saks Inc.
|
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Program Agreement
Program Agreement (73K)
Doc #176505: Click preview link for longer preview.
PROGRAM AGREEMENT
between
MICROSOFT CORPORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION TRANSFER PROGRAM OF
MICROSOFT CORPORATION
dated as of
October 9, 2003
PROGRAM AGREEMENT
Program Agreement dated as of October 9, 2003 between Microsoft Corporation, a Washington corporation (the Company) and JPMorgan Chase Bank (the Bank):
WHEREAS, the Company proposes to establish a stock option transfer program for certain employee stock options issued by the Company (the Option Transfer Program), on the terms and subject to the conditions set forth in the draft Notice to Eligible Employees of Stock Option Transfer Program (the Notice of Option Transfer Program) and the draft related Election Form (the Election Form), copies of which in substantially similar form will be made available to employees of the Company in either electronic or paper form and are attached hereto as Exhibits A and B, respectively, which, together with any other documents, materials or filings generally distributed to the Companys employees relating to the Option Transfer Program (other than the Transaction Agreements (as defined below)), all as amended or supplemented from time to time in accordance with the terms hereof, are referred to herein as the Transaction Disclosure Materials;
WHEREAS, concurrently with the execution of this Agreement, the Company, the Bank and JPMSI shall execute and deliver the Registration Agreement (as amended from time to time, the Registration Agreement) dated as of the date hereof, among the Company, the Bank and JPMSI (the Registration Agreement, together with this Agreement, the Confirmation (as defined below) and Master Agreement (as defined below), the Transaction Agreements, and the Transaction Agreements, together with the Transaction Disclosure Materials, the Transaction Documents); and
WHEREAS, the Company and the Bank wish to provide for certain matters relating to the Option Transfer Program:
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the Company and the Bank hereby agree as follows:
1. Certain Terms. The following terms, as used herein, shall have the following meanings:
Aggregate Cash Payment shall have the meaning set forth in Section 5.
Archipelago means the Archipelago Exchange.
Available Trading Day means a Trading Day on which (i) there is no Market Disruption, (ii) no Registration Unavailability Event shall have occurred and be continuing and (iii) there is no Bring-down Event.
Average Closing Price means the arithmetic average (rounded up to the nearest 1/10,000 of a dollar) of the Closing Prices of the Common Stock for every Available Trading Day during the Averaging Period.
Average Closing Price Report shall have the meaning set forth in Section 3(b).
Averaging Period means the period (x) beginning on and including the first Available Trading Day after the earlier of (i) the Final Report Date and (ii) a prior date after the Election Deadline on which a Final Tabulation Report was transmitted to the Bank prior to 5:00 p.m. (New York time) and otherwise in conformance with Section 2, and (y) ending on and including the earlier of (i) the Averaging Period End Date and (ii) the 15th consecutive Available Trading Day.
Averaging Period Deficiency means that the Averaging Period consists of five or fewer Available Trading Days.
Averaging Period End Date means December 15, 2003.
Bank Unavailability Notice means a written notice delivered to the Company by the Bank pursuant to Section 11(g) indicating that the Bank has received an Outside Counsel Notification.
Bring-down Event means a failure by the Company or outside counsel for the Company, on any Trading Day during the Averaging Period, to deliver to the Bank as promptly as practicable but in any event prior to 9:00 a.m. (New York time) on such Trading Day (if requested prior to 8:00 p.m. (New York time) on the immediately prior Trading Day), upon a request by the Bank pursuant to Section 6(d) of the Registration Agreement, a bring-down letter in the form of Annex E to the Registration Agreement; provided that the Bank may waive the requirement of such bring-down letter in its sole discretion.
Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in U.S. Dollars in New York City.
CBOE means the Chicago Board Options Exchange.
Clear Available Trading Day means an Available Trading Day on which a Bank Unavailability Notice has not been delivered.
Closing shall have the meaning set forth in Section 9(a).
Closing Date shall have the meaning set forth in Section 9(a).
Closing Price means, with respect to the Common Stock on any Trading Day, the Official NASDAQ Closing Price (NOCP) on such Trading Day.
Common Stock means the common stock of the Company, par value $0.00000625 per share.
Company shall have the meaning set forth in the introduction.
Commission means the Securities and Exchange Commission.
Confirmation shall have the meaning set forth in Section 4(a).
176505
|
Microsoft
As referenced in this Program Agreement:
MICROSOFT CORP – dated October 9, 2003
EX-99.(D)(3) 21 dex99d3.htm PROGRAM AGREEMENT DATED OCTOBER 9, 2003
Exhibit (d)(3)
PROGRAM AGREEMENT
between
MICROSOFT CORP ORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION TRANSFER PROGRAM OF
MICROSOFT CORPORATION
dated as of
October 9, 2003
PROGRAM AGREEMENT
_____________
MICROSOFT CORP – OCTOBER 9, 2003
Exhibit (d)(3)
PROGRAM AGREEMENT
between
MICROSOFT CORPORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION TRANSFER PROGRAM OF
MICROSOFT CORP ORATION
dated as of
October 9, 2003
PROGRAM AGREEMENT
Program Agreement dated as of October 9, 2003 between Microsoft Corporation, a Washington corporation (
_____________
Microsoft Corp – OPTION TRANSFER PROGRAM OF
MICROSOFT CORPORATION
dated as of
October 9, 2003
PROGRAM AGREEMENT
Program Agreement dated as of October 9, 2003 between Microsoft Corp oration, a Washington corporation (the Company) and JPMorgan Chase Bank (the Bank):
WHEREAS, the Company proposes to establish a stock option transfer program
_____________
Microsoft Corp – to have been duly given if delivered personally or by facsimile transmission to the parties hereto as follows:
(a) If to the Company:
Microsoft Corp oration
One Microsoft Way
Redmond, WA 98052
Fax: (425) 936-7329
Attn: John Seethoff, Deputy General Counsel, Finance and Operations
Attn: Brent Callinicos,
_____________
MICROSOFT CORP – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MICROSOFT CORP ORATION
By:
/s/ BRENT CALLINICOS
Name: Brent Callinicos
Title: Corporate Vice President & Treasurer
JPMORGAN CHASE BANK
By:
/s/ STEPHEN L. ROTI
Name: Stephen
_____________
dt 116562
;
 J.P. Morgan
As referenced in this Program Agreement:
J.P. Morgan Securities – 6(a).
JPMorgan Options means the Participating Options, as amended and restated pursuant to Section 4 and evidenced by the Confirmation.
JPMSI means J.P. Morgan Securities Inc.
Law means any statute, law, ordinance, rule, regulation, registration, permit, order, license, decree or judgment promulgated or issued by any Governmental Authority.
_____________
dt 98170
;
JPMorgan Chase
As referenced in this Program Agreement:
JPMORGAN CHASE – PROGRAM AGREEMENT DATED OCTOBER 9, 2003
Exhibit (d)(3)
PROGRAM AGREEMENT
between
MICROSOFT CORPORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION TRANSFER PROGRAM OF
MICROSOFT CORPORATION
dated as of
October
JPMorgan Chase – dated as of October 9, 2003 between Microsoft Corporation, a Washington corporation (the Company) and JPMorgan Chase Bank (the Bank):
WHEREAS, the Company proposes to establish a stock option transfer program for
JPMorgan Chase – 98104-1158
Fax: (206) 623-7022
Attn: Richard B. Dodd
(b) If to the Bank:
JPMorgan Chase Bank
277 Park Avenue, 11th Floor
New York, New York, 10172
Fax: 212-622-0105
JPMORGAN CHASE – written.
MICROSOFT CORPORATION
By:
/s/ BRENT CALLINICOS
Name: Brent Callinicos
Title: Corporate Vice President & Treasurer
JPMORGAN CHASE BANK
By:
/s/ STEPHEN L. ROTI
Name: Stephen L. Roti
Title: Vice President
dt 46241
;
|
Nasdaq Stock Market Inc.
As referenced in this Program Agreement:
Nasdaq Stock Market, Inc – Options shall have the meaning assigned thereto in the Notice of Option Transfer Program.
4
Nasdaq means the Nasdaq National Market of The Nasdaq Stock Market, Inc .
No-Action Request Letter means the letter dated October 9, 2003 to the Commission by Davis Polk & Wardwell and Preston Gates & Ellis
_____________
dt 232404
;
 Preston Gates
As referenced in this Program Agreement:
Preston Gates – the letter dated October 9, 2003 to the Commission by Davis Polk & Wardwell and Preston Gates & Ellis LLP on behalf of the Bank and the Company, respectively, requesting exemptive
Preston Gates – deliver at Closing to the Bank an opinion, reasonably satisfactory to the Banks counsel, of Preston Gates & Ellis LLP, counsel to the Company, to the effect that:
(i) the Company
Preston Gates – have been furnished in writing by the Company to the Bank, with a copy to:
Preston Gates & Ellis LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
Fax: (206)
dt 33287
|
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| 2007 |
Program Agreement
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PROGRAM AGREEMENT
FOR
MHI/CARLYLE HOTEL INVESTMENT PROGRAM I, L.L.C.
AND
MHI/CARLYLE HOTEL LESSEE PROGRAM I, L.L.C.
Dated as of April 26, 2007
PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT is made and entered into as of April 26, 2007 (the �Effective Date�) by and among CRP/MHI HOLDINGS, L.L.C., a Delaware limited liability company (�Carlyle�), MHI HOTEL INVESTMENTS HOLDINGS LLC, a Delaware limited liability company (�MHI�), MHI Hospitality TRS II, LLC, a Delaware limited liability company (�MHI TRS�) MHI/CARLYLE HOTEL INVESTMENT PROGRAM I, L.L.C., a . . .
2863898
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| 2007 |
Program Agreement
Program Agreement (37K)
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THE GREAT REFRIGERATOR ROUNDUP
PROGRAM AGREEMENT
Agreement made as of this 15th day of June, 2007.
BETWEEN:
Ontario Power Authority
(hereinafter referred to as the �OPA�)
AND
ARCA Canada Inc. and Appliance Recycling Centers of America, Inc.
(hereinafter individually and collectively referred to as the �Service Provider�)
In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Interpretation
(a) Agreement. When used herein, the . . .
2942558
|
Appliance
As referenced in this Program Agreement:
Appliance Recycling Centers of America, Inc. – GREAT REFRIGERATOR ROUNDUP
PROGRAM AGREEMENT
Agreement made as of this 15th day of June, 2007.
BETWEEN:
Ontario Power Authority
(hereinafter referred to as the ?OPA?)
AND
ARCA Canada Inc. and Appliance Recycling Centers of America, Inc.
(hereinafter individually and collectively referred to as the ?Service Provider?)
In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and
_____________
Appliance Recycling Centers of America, Inc. – its obligations hereunder to third party contractors upon prior notice to the OPA of the identity of such proposed subcontractors. A change of control of either ARCA Canada Inc. or Appliance Recycling Centers of America, Inc. shall be deemed to be an unauthorized assignment hereunder and shall be grounds for termination of this Agreement.
(g) Conflict of Interest. The Service Provider is not engaged, and
_____________
APPLIANCE RECYCLING CENTERS OF
AMERICA, INC. – on the first page of this document.
ONTARIO POWER AUTHORITY
By:
/s/ R. Paul Shervill
Name:
R. Paul Shervill
Title:
Vice-President, Program Operations and Sector Development
ARCA CANADA INC.
APPLIANCE RECYCLING CENTERS OF
AMERICA, INC.
By:
/s/ Edward R. Cameron
By:
/s/ Edward R. Cameron
Name:
Edward R. Cameron
Name:
Edward R. Cameron
Title:
President
Title:
President
_____________
dt 1831341
| |
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| 2007 |
Program Agreement
Program Agreement (74K)
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PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT (�Agreement�) is made this 19th day of September, 2007 by and between Republic Bank & Trust Company (�Republic�), a Kentucky corporation, with its principal office at 601 W. Market Street, Louisville, KY 40202, and Jackson Hewitt Inc. (�JHI�), a Virginia corporation, with its principal office at 3 Sylvan Way, Parsippany, NJ 07054.
RECITALS
WHEREAS, JHI (i) is the franchisor of the Jackson Hewitt Tax Service� tax preparation system to independently owned and operated franchisees (�Franchisees�) and (ii) . . .
3207997
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Program Agreement
Program Agreement (69K)
Doc #3214468: Click preview link for longer preview.
PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT (�Agreement�) is made this 19th day of September, 2007 by and between Republic Bank & Trust Company (�Republic�), a Kentucky corporation, with its principal office at 601 W. Market Street, Louisville, KY 40202, and Jackson Hewitt Inc. (�JHI�), a Virginia corporation, with its principal office at 3 Sylvan Way, Parsippany, NJ 07054.
RECITALS
WHEREAS, JHI (i) is the franchisor of the Jackson Hewitt Tax Service� tax preparation system to independently owned and operated franchisees (�Franchisees�) and (ii) through Tax Services of . . .
3214468
| | |
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| 2007 |
Program Agreement
Program Agreement (69K)
Doc #3240347: Click preview link for longer preview.
PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT (�Agreement�) is made this 19th day of September, 2007 by and between Republic Bank & Trust Company (�Republic�), a Kentucky corporation, with its principal office at 601 W. Market Street, Louisville, KY 40202, and Jackson Hewitt Inc. (�JHI�), a Virginia corporation, with its principal office at 3 Sylvan Way, Parsippany, NJ 07054.
RECITALS
WHEREAS, JHI (i) is the franchisor of the Jackson Hewitt Tax Service� tax preparation system to independently owned and operated franchisees (�Franchisees�) and (ii) through Tax Services of . . .
3240347
| | |
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| 2006 |
Program Agreement
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Doc #1508244: Click preview link for longer preview.
PROGRAM AGREEMENT
This Program Agreement (�Agreement�) dated this 24 day of February, 2006, between JACKSON HEWITT INC., a Virginia corporation (�Jackson Hewitt�) with its principal place of business at 3 Sylvan Way, Parsippany, New Jersey 07054, HSBC TAXPAYER FINANCIAL SERVICES INC., a Delaware corporation, with offices located at 90 Christiana Road, New Castle, Delaware (�HSBC�) and BENEFICIAL FRANCHISE COMPANY, INC., a Delaware corporation and an affiliate of HSBC, with its principal offices located at 90 Christiana Road, New Castle, Delaware (�Beneficial Franchise�).
Recitals
WHEREAS, . . .
1508244
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| 2006 |
Program Agreement
Program Agreement (63K)
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PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT (�Agreement�) is made this 24th day of February, 2006 by and between Santa Barbara Bank & Trust (�SBBT�), a division of Pacific Capital Bank, N.A., a national banking association, with its principal office at 5770 Oberlin Drive, San Diego, CA, and Jackson Hewitt Inc. (�JHI�), a Virginia corporation, with its principal office at 3 Sylvan Way, Parsippany, NJ 07054.
RECITALS
WHEREAS, JHI (i) is the franchisor of the Jackson Hewitt Tax Service� tax preparation system to independently owned and operated franchisees (�Franchisees�) and (ii) . . .
1508246
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Program Agreement
Program Agreement (158K)
Doc #1039663: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<PAGE>
CONFORMED COPY
PROGRAM AGREEMENT
IN RESPECT OF U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(AMENDED AND RESTATED)
DATED 27TH MARCH, 2003
CIBA SPECIALTY CHEMICALS PLC
CIBA . . .
1039663
|
GSI
As referenced in this Program Agreement:
GOLDMAN SACHS INTERNATIONAL – SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
AS ISSUERS
AND
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
AND
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS LIMITED
AS DEALERS
(LETTERHEAD)
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
CLAUSE PAGE
<S> <C>
1.
_____________
GOLDMAN SACHS INTERNATIONAL – GUARANTOR);
(6) CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London
E14 4QJ;
(7) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(8) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(9) J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ; and
(10) UBS LIMITED, (UBS) of 1
_____________
Goldman Sachs International – under the Program, the Confirmation Letter
substantially in the form set out in Appendix 4 hereto;
DEALER means each of Credit Suisse First Boston (Europe) Limited, Deutsche
Bank AG London, Goldman Sachs International , J.P. Morgan Securities Ltd.,
UBS, and any New Dealer and excludes any entity whose appointment has been
terminated pursuant to Clause 10 and notice of termination of whose
_____________
GOLDMAN SACHS INTERNATIONAL – AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB
Telephone: 020 7545 2761
Telefax: 020 7541 2761
Telex: 94015555 DBLN G
Attention: MTN Desk
54
<PAGE>
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 020 7774 2295
Telex: 94012165 GSHH G
Telefax: 020 7774 5711
Attention: Euro Medium Term Note Desk
J.P. MORGAN
_____________
dt 1722573
;
JPMorgan Chase
As referenced in this Program Agreement:
JPMorgan Chase Bank – the other Paying Agents (as defined therein) under which the Agent is
appointed as issuing agent, principal paying agent and agent bank for the
purposes of the Program;
AGENT means JPMorgan Chase Bank as Agent under the Agency Agreement and
any successor agent appointed by the Issuers and the Guarantor in
accordance with the Agency Agreement;
AGREEMENT DATE means, in respect of any
_____________
JPMorgan Chase Bank – Dealer
under the Program Agreement.
28
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
29
<PAGE>
PART 2
FORM OF CONFIRMATION LETTER - PROGRAM
[Date]
To: [Name and address of new Dealer]
Dear
_____________
JPMorgan Chase Bank – GMBH
By:
For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
By:
30
<PAGE>
For and on behalf of CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: JPMorgan Chase Bank (Agent)
[names of other Dealers at the date of accession]
31
<PAGE>
PART 3
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[DATE]
To: CIBA SPECIALTY CHEMICALS CORPORATION
_____________
JPMorgan Chase Bank – under the Program Agreement.
32
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
By:
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
33
<PAGE>
APPENDIX 4
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name and address of new Dealer]
_____________
JPMorgan Chase Bank – By:
CIBA SPECIALTY CHEMICALS PLC
By:
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
By:
34
<PAGE>
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
35
<PAGE>
APPENDIX 5
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAM
[Date]
To: The Dealers
_____________
dt 1730178
;
|
Cravath
As referenced in this Program Agreement:
Cravath, Swaine – form and with such content as the Dealers may
reasonably require, from:
(a) Freshfields Bruckhaus Deringer, legal advisers to CSC Germany as to
German law;
22
<PAGE>
(b) Cravath, Swaine & Moore, legal advisers to CSC US as to U.S. law;
(c) Conyers Dill & Pearman, legal advisers to CSC Bermuda as to Bermudan
law;
(d) Homburger, legal
_____________
/Cravath, Swaine – to the Managers dated the Closing
Date in such form and with such contents as the Lead Manager,
on behalf of the Managers, may reasonably require [from
Freshfields Bruckhaus Deringer/Cravath, Swaine &
Moore/Appleby, Spurling & Kempe], the legal advisers to the
Issuer as to [German/United States/Bermudan law,] from
Homburger, the legal advisers to the Guarantor as to
_____________
dt 1702347
|
Preview
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| 2004 |
Program Agreement
Program Agreement (157K)
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PROGRAM AGREEMENT
IN RESPECT OF U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(AMENDED AND RESTATED)
DATED 27TH MARCH, 2003
CIBA SPECIALTY CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
AS ISSUERS
AND
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
AND
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS LIMITED
AS DEALERS
(LETTERHEAD)
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
CLAUSE PAGE
<S> <C>
1. Definitions and Interpretation...................................... 2
2. Agreements to Issue and Purchase Notes.............................. 5
3. Conditions of Issue; Updating....................................... 6
4. Representations and Warranties...................................... 7
5. Undertakings of the Issuers and the Guarantor....................... 10
6. Indemnity........................................................... 13
7. Authority to Distribute Documents................................... 15
8. Dealers' Undertakings............................................... 15
9. Fees, Expenses and Stamp Duties..................................... 16
10. Termination of Appointment of Dealers............................... 17
11. Appointment of New Dealers.......................................... 17
12. Increase in the Aggregate Nominal Amount of the Program............. 18
13. Status of the Arrangers............................................. 18
14. Counterparts........................................................ 18
15. Communications...................................................... 18
16. Benefit of Agreement................................................ 19
17. Currency Indemnity.................................................. 19
18. Calculation Agent................................................... 19
19. Stabilisation....................................................... 20
20. Contracts (Rights of Third Parties) Act 1999........................ 20
21. Governing Law and Jurisdiction...................................... 20
APPENDIX
1. Initial Documentation List.......................................... 22
2. Selling Restrictions................................................ 24
3. Dealer Accession.................................................... 28
Part 1 Form of Dealer Accession Letter - Program.................. 28
Part 2 Form of Confirmation Letter - Program...................... 30
Part 3 Form of Dealer Accession Letter - Note Issue............... 32
4. Form of Confirmation Letter - Note Issue............................ 34
5. Letter Regarding Increase in the Nominal Amount of the program...... 36
6. Form of Subscription Agreement...................................... 38
7. Form of Deed of Covenant............................................ 44
Signatories............................................................... 51
</TABLE>
<PAGE>
PROGRAM AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 27th March, 2003
BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States (CSC US);
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England (CSC UK);
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse, D-
68623 Lampertheim, Germany (CSC GERMANY);
(4) CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. of Cedar House, 41 Cedar Avenue,
Hamilton HM12 Bermuda (CSC BERMUDA);
(5) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basle, Switzerland (the GUARANTOR);
(6) CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London
E14 4QJ;
(7) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(8) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(9) J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ; and
(10) UBS LIMITED, (UBS) of 1 Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as follows:
WHEREAS:
(A) CSC US, CSC UK, CSC Germany, CSC Bermuda, the Guarantor, UBS AG, acting
through its business group UBS Warburg and the Dealers (except for UBS)
entered into an amended and restated program agreement dated 27th March,
2002 (the PRINCIPAL PROGRAM AGREEMENT) in respect of a U.S.$2,000,000,000
Euro Medium Term Note Program of CSC US, CSC UK, CSC Germany and CSC
Bermuda unconditionally and irrevocably guaranteed by the Guarantor.
(B) With effect from 10th March, 2003, UBS AG, acting through its business
group UBS Warburg has transferred its role as dealer and arranger under
this Program to UBS (formerly named UBS Warburg Ltd.).
1
<PAGE>
(C) This Agreement amends and restates the Principal Program Agreement. Any
Notes issued under the Program on or after the date hereof shall be issued
pursuant to this Agreement. This does not affect any Notes issued under
the Program prior to the date of this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 For the purposes of this Agreement, except where the context requires
otherwise:
AGENCY AGREEMENT means the amended and restated agreement of even date
herewith between the Issuers, the Guarantor, the Agent (as defined below)
and the other Paying Agents (as defined therein) under which the Agent is
appointed as issuing agent, principal paying agent and agent bank for the
purposes of the Program;
AGENT means JPMorgan Chase Bank as Agent under the Agency Agreement and
any successor agent appointed by the Issuers and the Guarantor in
accordance with the Agency Agreement;
AGREEMENT DATE means, in respect of any Note, the date on which agreement
is reached for the issue of such Note as contemplated in Clause 2 which,
in the case of Notes issued on a syndicated basis or otherwise in relation
to which a Subscription Agreement is entered into, shall be the date upon
which the relevant Subscription Agreement is signed by or on behalf of all
the parties;
ARRANGER means each of UBS and any company appointed to the position of
arranger for the Program or in respect of a particular issue of Notes
under the Program and references in this Agreement to the ARRANGERS shall
be references to the relevant Arranger;
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;
CONFIRMATION LETTER means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Program, the Confirmation Letter substantially in
the form set out in Part 2 of Appendix 3 hereto; and
(b) in respect of the appointment of a third party as a Dealer for a
particular issue of Notes under the Program, the Confirmation Letter
substantially in the form set out in Appendix 4 hereto;
DEALER means each of Credit Suisse First Boston (Europe) Limited, Deutsche
Bank AG London, Goldman Sachs International, J.P. Morgan Securities Ltd.,
UBS, and any New Dealer and excludes any entity whose appointment has been
terminated pursuant to Clause 10 and notice of termination of whose
appointment has been given to the Agent by the Issuers and the Guarantor,
and references in this Agreement to the RELEVANT DEALER shall, in relation
to any Note, be references to the Dealer or Dealers with whom the relevant
Issuer has agreed the issue and purchase of such Note;
DEALER ACCESSION LETTER means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Program, the Dealer Accession Letter substantially
in the form of Part 1 of Appendix 3 hereto; and
229723
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McGraw-Hill Companies
As referenced in this Program Agreement:
McGraw-Hill Companies Inc – of 1933, as amended, of the United
States of America;
STANDARD & POOR'S means Standard & Poor's Ratings Service, a division of
the McGraw-Hill Companies Inc ., or any successor to the rating agency
business thereof;
STOCK EXCHANGE means the Luxembourg Stock Exchange or any other or further
stock
_____________
dt 310507
;
UBS
As referenced in this Program Agreement:
UBS AG, – Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as follows:
WHEREAS:
(A) CSC US, CSC UK, CSC Germany, CSC Bermuda, the Guarantor, UBS AG, acting
through its business group UBS Warburg and the Dealers (except for UBS)
entered into an amended and restated program agreement dated
_____________
UBS AG, – CSC US, CSC UK, CSC Germany and CSC
Bermuda unconditionally and irrevocably guaranteed by the Guarantor.
(B) With effect from 10th March, 2003, UBS AG, acting through its business
group UBS Warburg has transferred its role as dealer and arranger under
this Program to UBS (formerly named
_____________
dt 237894
;
|
GSI
As referenced in this Program Agreement:
GOLDMAN SACHS INTERNATIONAL – EUROFINANCE LTD.
AS ISSUERS
AND
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
AND
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS LIMITED
AS DEALERS
(LETTERHEAD)
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
CLAUSE PAGE
&
_____________
GOLDMAN SACHS INTERNATIONAL – LIMITED of One Cabot Square, London
E14 4QJ;
(7) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(8) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(9) J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ;
_____________
Goldman Sachs International – in the form set out in Appendix 4 hereto;
DEALER means each of Credit Suisse First Boston (Europe) Limited, Deutsche
Bank AG London, Goldman Sachs International , J.P. Morgan Securities Ltd.,
UBS, and any New Dealer and excludes any entity whose appointment has been
terminated pursuant to Clause
_____________
GOLDMAN SACHS INTERNATIONAL – Street
London EC2N 2DB
Telephone: 020 7545 2761
Telefax: 020 7541 2761
Telex: 94015555 DBLN G
Attention: MTN Desk
54
<PAGE>
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 020 7774 2295
Telex: 94012165 GSHH G
Telefax: 020 7774 5711
Attention: Euro
_____________
dt 108808
;
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Program Agreement
Program Agreement (63K)
Doc #374455: Click preview link for longer preview.
PROGRAM AGREEMENT
Between
HOME DEPOT U.S.A., INC.
And
U.S. HOME SYSTEMS, INC.
And
U.S. REMODELERS, INC.
Dated February 24, 2004
Page 1
PROGRAM AGREEMENT
This AGREEMENT (�Program Agreement�), is made and entered into as of February 24, 2004 (the �Effective Date�), among HOME DEPOT U.S.A., INC., a Delaware corporation (�Home Depot�), U.S. HOME SYSTEMS, INC., a Delaware corporation (�USHS�), and U.S. REMODELERS, INC.,1 a Delaware corporation (�USRI�) (Home Depot, USHS, and USRI being . . .
374455
|
US Home & Garden
As referenced in this Program Agreement:
US Home –
Program Agreement : Home Depot USA, Inc., US Home Systems, and US Remodelers
EX-10.51 4 dex1051.htm PROGRAM AGREEMENT : HOME DEPOT USA, INC., US HOME SYSTEMS, AND US REMODELERS
EXHIBIT 10.51
PROGRAM AGREEMENT
Between
HOME
_____________
US HOME –
Program Agreement : Home Depot USA, Inc., US Home Systems, and US Remodelers
EX-10.51 4 dex1051.htm PROGRAM AGREEMENT : HOME DEPOT USA, INC., US HOME SYSTEMS, AND US REMODELERS
EXHIBIT 10.51
PROGRAM AGREEMENT
Between
HOME DEPOT U.S.A., INC.
And
U.S. HOME SYSTEMS, INC.
And
U.S. REMODELERS, INC.
Dated February
_____________
U.S. HOME – 10.51 4 dex1051.htm PROGRAM AGREEMENT : HOME DEPOT USA, INC., US HOME SYSTEMS, AND US REMODELERS
EXHIBIT 10.51
PROGRAM AGREEMENT
Between
HOME DEPOT U.S.A., INC.
And
U.S. HOME SYSTEMS, INC.
And
U.S. REMODELERS, INC.
Dated February 24, 2004
Page 1
PROGRAM AGREEMENT
This AGREEMENT (Program Agreement), is made and entered into as of February 24, 2004 (
_____________
U.S. HOME – AGREEMENT
This AGREEMENT (Program Agreement), is made and entered into as of February 24, 2004 (the Effective Date), among HOME DEPOT U.S.A., INC., a Delaware corporation (Home Depot), U.S. HOME SYSTEMS, INC., a Delaware corporation (USHS), and U.S. REMODELERS, INC.,1 a Delaware corporation (USRI) (Home Depot, USHS, and USRI being sometimes referred to in this Program Agreement
_____________
U.S. Home – Participating Home Depot Stores retail showrooms for display of the USRI Products and Services to store customers who are potential purchasers of the USRI Products and Services;
1d/b/a U.S. Home Services in California
Page 2
(ii) services with respect to qualifying potential customers for the USRI Products and Services, completing sales lead information forms and transmitting sales leads to
_____________
dt 1031253
;
|
U.S. Home
As referenced in this Program Agreement:
U.S. HOME SYSTEMS, INC – 10.51 4 dex1051.htm PROGRAM AGREEMENT : HOME DEPOT USA, INC., US HOME SYSTEMS, AND US REMODELERS
EXHIBIT 10.51
PROGRAM AGREEMENT
Between
HOME DEPOT U.S.A., INC.
And
U.S. HOME SYSTEMS, INC .
And
U.S. REMODELERS, INC.
Dated February 24, 2004
Page 1
PROGRAM AGREEMENT
This AGREEMENT (Program Agreement), is made and entered into as of February 24, 2004 (the Effective
_____________
U.S. HOME SYSTEMS, INC – AGREEMENT
This AGREEMENT (Program Agreement), is made and entered into as of February 24, 2004 (the Effective Date), among HOME DEPOT U.S.A., INC., a Delaware corporation (Home Depot), U.S. HOME SYSTEMS, INC ., a Delaware corporation (USHS), and U.S. REMODELERS, INC.,1 a Delaware corporation (USRI) (Home Depot, USHS, and USRI being sometimes referred to in this Program Agreement collectively as
_____________
U.S. HOME SYSTEMS, INC – Home Depot, USHS, and USRI has caused this Program Agreement to be signed and delivered by its duly authorized representative.
HOME DEPOT U.S.A., INC.
By:
s/
Name:
Title:
U.S. HOME SYSTEMS, INC .
By:
s/ Murray H. Gross
Name:
Murray H. Gross
Title:
President
U.S. REMODELERS, INC.
By:
s/ Murray H. Gross
Name:
Murray H. Gross
Title:
EVP
Page 16
ANNEX
_____________
dt 1534163
|
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Program Agreement
Program Agreement (101K)
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PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT ("AGREEMENT") is dated as of November 11, 2004
("COMMENCEMENT DATE") and entered into by and between GE CAPITAL FRANCHISE
FINANCE CORPORATION, a Delaware corporation, with offices at 17207 N. Perimeter
Drive, Scottsdale, Arizona 85255 ("GE"), and O'CHARLEY'S INC., a Tennessee
corporation, with offices at 3038 Sidco Drive, Nashville, Tennessee 37204
("FRANCHISOR").
WITNESSETH:
WHEREAS, Franchisor will be engaging in the business of franchising the
right to operate restaurants under the O'Charley's operating system
(individually, a "RESTAURANT" and collectively, the "RESTAURANTS") to
franchisees located within the continental United States of America
("FRANCHISEES"); and
WHEREAS, GE and Franchisor desire to create a financing program for
qualified Franchisees to fund (i) the acquisition, construction and installation
of the land, building and equipment for new Restaurants and (ii) the acquisition
of existing Restaurants from Franchisor; and
WHEREAS, GE is engaged in the business of providing construction loans
combined with permanent loans, and permanent loans (without construction loans)
for newly constructed restaurants or existing restaurants.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GE and Franchisor, intending to be
legally bound, hereby agree as follows:
1. The Program.
(a) Pursuant to the terms and conditions set forth in this Agreement, GE
shall provide a financing program ("PROGRAM") in a maximum aggregate amount to
be advanced of $75,000,000 to certain qualified Franchisees under which, among
other things, GE will finance (i) the acquisition, construction and installation
of the land, building and equipment for new Restaurants, or (ii) the acquisition
from Franchisor of the land, building and equipment for existing Restaurants
(collectively, "ELIGIBLE TRANSACTIONS"). GE may, in its sole judgment and
discretion, finance transactions with Franchisees which financings shall not be
a part of the Program and shall not be subject to the terms and provisions of
this Agreement.
(b) Subject to the terms and conditions set forth herein and on the
schedule attached hereto as Exhibit A and incorporated herein by this reference,
as such Exhibits may be amended from time to time by GE and Franchisor, GE shall
make available financing (each a "PROGRAM FINANCING") to qualified Franchisees
with respect to each Restaurant which is the subject of an Eligible Transaction
in an amount equal to the lesser of (i) eighty percent (80%) of the total
acquisition and construction costs relating to such Restaurant, or (ii)
$2,500,000. Each Program Financing may consist of real estate loans and/or
equipment loans and shall have the business terms described on Exhibit A
attached hereto.
{PAGE}
2. Approval Process.
(a) GE will require the following with respect to applications for each
Program Financing (any of which may be waived by GE in its sole discretion):
(i) a fully completed Loan Application ("APPLICATION") in
substantially the same form and substance as set forth in Exhibit B
attached hereto, which Application shall set forth the location of the
Restaurant(s) for which the Program Financing relates, and an election for
the loan to accrue interest at either the fixed at closing rate or the
variable rate with option to fix;
(ii) with respect to any Eligible Transaction consisting of an
acquisition of a Restaurant or the real estate relating thereto, a copy of
the Purchase and Sale Agreement and Letter of Intent, together with a
detailed breakdown of the acquisition costs;
(iii) for each Restaurant, a three (3) year financial projection;
(iv) for new Franchisees, an owner's background summary or resume;
(v) for existing Franchisees, financial statements and tax returns
for the last two (2) fiscal years preceding the submission of the
Application for the Franchisee and for all affiliated restaurant and
franchise companies;
(vi) for each Restaurant for which a Program Financing is sought as
well as any and all other entities or franchises either partially or fully
owned by the applying Franchisee, (x) monthly financial statements for the
twelve (12) months preceding the submission of the Application and (y) a
summary of all of the Franchisee's debt and lease obligations;
(vii) personal financial statements and the last two (2) years tax
returns for each of the principals of the Franchisee who will be
guarantors of the corresponding Program Financing; and
(viii) such additional information as GE may reasonably request.
The foregoing items (i) through (viii) shall hereinafter be referred to
collectively as the "APPLICATION PACKAGE".
(b) Upon submission of a completed Application Package to GE by a
Franchisee, GE shall review the creditworthiness of each Franchisee and, if such
Franchisee satisfies GE's criteria for Program Financing, in GE's sole
discretion, GE shall forward the Application Package, GE's financial analysis
and a "Program Agreement Addendum," the form of which is attached hereto as
Exhibit C, to Franchisor for review by Franchisor. If Franchisor, in its sole
discretion, then approves the Franchisee for Program Financing, Franchisor
shall, within ten (10) business days after receipt by Franchisor of the
Application Package from GE, forward to GE an executed copy of the Program
Agreement Addendum. GE shall then provide Program Financing to such Franchisee
upon the terms, provisions and conditions contained herein and, to the extent
such terms, provisions and conditions are not set forth herein, as GE determines
in GE's ordinary course of business. If Franchisor disapproves of a proposed
Program Financing, GE shall be under no obligation to Franchisor or to the
prospective Franchisee or any related Franchisee to
2
{PAGE}
further consider the proposed Program Financing or any additional proposed
Program Financing by such Franchisee or any related Franchisee.
(c) GE will use its best efforts to complete its review of each
completed Application Package within ten (10) business days after receipt
thereof at GE's offices in Scottsdale, Arizona (Attn: Mike Record) or such other
processing locations as GE designates. If GE rejects an Application Package, GE
shall notify Franchisor within five (5) business days thereafter, and GE shall
review with the Franchisee the reason(s) it did not qualify for the Program
Financing. If GE rejects a proposed Program Financing, GE shall be under no
obligation to Franchisor or to the prospective Franchisee or any related
Franchisee to further consider the proposed Program Financing or any additional
proposed Program Financing by such Franchisee or any related Franchisee. GE, in
its sole discretion, may limit the maximum amount which may be advanced to a
particular Franchisee and to such Franchisee's affiliates to $7,500,000 in total
borrowings.
3. Program Financing Processing. GE will use reasonable efforts to fund the
Program Financing within ten (10) business days after receipt by GE of all
executed "FINANCING DOCUMENTS". The term "FINANCING DOCUMENTS" shall include the
398930
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O'Charley's
As referenced in this Program Agreement:
O'CHARLEY'S INC – 11, 2004
("COMMENCEMENT DATE") and entered into by and between GE CAPITAL FRANCHISE
FINANCE CORPORATION, a Delaware corporation, with offices at 17207 N. Perimeter
Drive, Scottsdale, Arizona 85255 ("GE"), and O'CHARLEY'S INC ., a Tennessee
corporation, with offices at 3038 Sidco Drive, Nashville, Tennessee 37204
("FRANCHISOR").
WITNESSETH:
WHEREAS, Franchisor will be engaging in the business of franchising the
right to operate restaurants
_____________
O'CHARLEY'S INC – other in writing from time to time:
11
{PAGE}
As to GE: GE CAPITAL FRANCHISE FINANCE CORPORATION
17207 N. Perimeter Drive
Scottsdale, AZ 85255
Attention: Mike Record
As to Franchisor: O'CHARLEY'S INC .
3038 Sidco Drive
Nashville, TN 37204
Attention: Zeb Hastings
13. Assignment. Neither party may assign or transfer, or attempt to assign or
transfer, all or any part of this
_____________
O'CHARLEY'S INC – the day and year first above written.
WINTESS/ATTEST: GE CAPITAL FRANCHISE FINANCE
CORPORATION, a Delaware corporation
_____________________ By: /s/ Mike Record (SEAL)
--------------------------------
Name: Mike Record
--------------------------
Title: Sr. Vice President
-------------------------
O'CHARLEY'S INC ., a Tennessee corporation
_____________________ By: /s/ Gregory L. Burns (SEAL)
--------------------------------
Name: Gregory L. Burns
--------------------------
Title: Chairman and Chief
Executive Officer
-------------------------
{PAGE}
EXHIBIT A
GE CAPITAL RESTAURANT PROGRAM TERM SHEET
_____________
O'Charley's Inc – TO REVIEW AND APPROVAL BY GE CAPITAL FRANCHISE FINANCE CORPORATION ("GE
CAPITAL"). FINAL TERMS AND CONDITIONS WILL BE SUBJECT TO MUTUALLY SATISFACTORY
DOCUMENTATION.
GE Capital may provide qualified franchisees of O'Charley's Inc . ("OCI") with a
Financing Program ("Program") on the following terms and conditions:
LOAN PURPOSE: To provide loans to eligible franchisees to fund (i) the
acquisition, construction and installation of
_____________
O'Charley's Inc – that
individual's name & contact number here.
Name: ____________________________ Tel: _____________________________
{PAGE}
EXHIBIT C
PROGRAM AGREEMENT ADDENDUM
"STORE FINANCING PROGRAM" - US
ADDENDUM to that certain Program Support Agreement ("Agreement") between
O'Charley's Inc . (O'Charley's), and GE Capital Franchise Finance
Corporation (GE Capital) dated _______________________, 2004.
O'Charley's and GE Capital agree that the following loan shall be covered
by
_____________
dt 1365014
| |
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Program Agreement
Program Agreement (70K)
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PROGRAM AGREEMENT
FOR
RETAIL VALUE INVESTMENT PROGRAM
AMONG
RETAIL VALUE MANAGEMENT, LTD.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<PAGE>
<TABLE>
<CAPTION>
TABLE OF . . .
852630
|
DDR
As referenced in this Program Agreement:
DEVELOPERS DIVERSIFIED REALTY – txt
<DESCRIPTION>EXHIBIT 10.32 PROGRAM AGMT
<TEXT>
<PAGE>
Exhibit 10.32
PROGRAM AGREEMENT
FOR
RETAIL VALUE INVESTMENT PROGRAM
AMONG
RETAIL VALUE MANAGEMENT, LTD.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
SECTION PAGE
------- ----
ARTICLE I
DEFINITIONS AND INTERPRETATION
<C> &
_____________
Developers Diversified Realty – of America, a New Jersey corporation ("PIC"), through one of
its divisions, Prudential Real Estate Investors ("PREI"), Retail Value
Management, Ltd., an Ohio limited liability company (the "General Partner"), and
Developers Diversified Realty Corporation, an Ohio corporation ("DDRC").
W I T N E S E T H :
WHEREAS, the General Partner intends to identify debt or
equity interests in real estate assets or
_____________
Developers Diversified Realty – 0434
with a copy to:
Albert T. Adams
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114
Fax: (216) 696-0740
If to DDRC:
Developers Diversified Realty Corporation
The Heritage
34555 Chagrin Boulevard
Moreland Hills, Ohio 44022
Attention: James A. Schoff
Fax: (216) 247-0434
With copy to:
Albert T. Adams
Baker & Hostetler LLP
3200 National
_____________
DEVELOPERS DIVERSIFIED REALTY
– of the parties hereto as of the date of this Agreement set forth above.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ [ILLEGIBLE SIGNATURE]
-----------------------------
Name: [ILLEGIBLE NAME]
----------------------
Title: Vice President
----------------------
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
By: /s/ Scott A. Wolstein
-----------------------------
Name: Scott A. Wolstein
----------------------
Title: President
----------------------
RETAIL VALUE MANAGEMENT, LTD.
By: /s/ Scott A. Wolstein
-----------------------------
Name: Scott A. Wolstein
----------------------
Title: Managing Member
----------------------
-22-
&
_____________
dt 1729716
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Program Agreement
Program Agreement (63K)
Doc #891098: Click preview link for longer preview.
Textron Financial Corporation
11575 Great Oaks Way
Subsidiary of Textron Inc.
Suite 210
Alpharetta, Georgia 30022
(770) 360-9600
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
PROGRAM AGREEMENT
dated as of January 20, 2003
Arctic Cat Sales Inc.
601 Brooks Avenue South
Thief River Falls, MN 56701
. . .
891098
|
Textron
As referenced in this Program Agreement:
Textron Inc –
EX-10.A 3 a04-2388_1ex10da.htm EX-10.A
Exhibit 10.a
Textron Financial Corporation
11575 Great Oaks Way
Subsidiary of Textron Inc .
Suite 210
Alpharetta, Georgia 30022
(770) 360-9600
[*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
PROGRAM AGREEMENT
_____________
Textron Inc – of the omitted information has been requested and has been filed separately with the Securities and Exchange Commission.
Exhibit 2
Form of Wholesale Security Agreement
Textron Financial Corporation, Subsidiary of Textron Inc .
WHOLESALE SECURITY AGREEMENT
This Wholesale Security Agreement (this Agreement) is entered into, as of the date set forth below, by the debtor identified below (Debtor) and Textron Financial Corporation (
_____________
dt 1707709
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Program Agreement
Program Agreement (49K)
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CANADIAN RIDER TO THE
PROGRAM AGREEMENT
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION (“GE”),
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC. (“GECITS”),
AND
IKON OFFICE SOLUTIONS, INC. (“IKON”)
DATED AS OF MARCH 31, 2004
THIS CANADIAN RIDER NO. 1 is an addendum to the above referenced Program Agreement (the "Agreement"),
and, except as otherwise set forth herein, is subject to all of the terms and provisions thereof.
CONTEXT OF AGREEMENT
A. . . .
915048
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IKON Office
As referenced in this Program Agreement:
IKON OFFICE SOLUTIONS, INC –
Exhibit 10.1
CANADIAN RIDER TO THE
PROGRAM AGREEMENT
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION (“GE”),
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC. (“GECITS”),
AND
IKON OFFICE SOLUTIONS, INC . (“IKON”)
DATED AS OF MARCH 31, 2004
THIS CANADIAN RIDER NO. 1 is an addendum to the above referenced Program Agreement (the "Agreement"),
and, except as otherwise
_____________
IKON Office Solutions, Inc – 146; sales and
financing of Equipment for Customers of the IKON Companies at locations in the
United States.
B.
Heller Financial Canada, an Ontario general partnership (“Heller”),
and IKON Office Solutions, Inc . (“IKON Canada”) have entered into the
Asset Purchase Agreement pursuant to which, among other things, Heller has
agreed to purchase (or to cause one of its Affiliates
_____________
IKON OFFICE SOLUTIONS, INC – choice of
Law.”
(bbb)
Section 12.5 of the Agreement is hereby amended by inserting the following
immediately prior to the final paragraph thereof:
If to IKON Canada, at:
IKON OFFICE SOLUTIONS, INC .
5935 Airport Road
Suite 600
Mississauga, Ontario L4V 1W5
Facsimile: (905) 219-2090
Attention: General Manager
with a copy to:
IKON OFFICE SOLUTIONS, INC.
70 Valley Stream Parkway
Malvern,
_____________
IKON OFFICE SOLUTIONS, INC – thereof:
If to IKON Canada, at:
IKON OFFICE SOLUTIONS, INC.
5935 Airport Road
Suite 600
Mississauga, Ontario L4V 1W5
Facsimile: (905) 219-2090
Attention: General Manager
with a copy to:
IKON OFFICE SOLUTIONS, INC .
70 Valley Stream Parkway
Malvern, PA 19355
Facsimile: (610) 408-7165
Attention: General Counsel
and if to GECAN, at:
GE VFS CANADA LIMITED PARTNERSHIP
2300 Meadowvale Boulevard
Mississauga, Ontario
_____________
IKON OFFICE SOLUTIONS,
INC – their duly authorized
representatives on the date set forth below.
GENERAL ELECTRIC CAPITAL CANADA
INC.,
as general partner of
GE VFS CANADA LIMITED
PARTNERSHIP
By:______________________________________
Title:_____________________________________
Date:_____________________________________
IKON OFFICE SOLUTIONS,
INC .
By:______________________________________
Title:_____________________________________
Date:_____________________________________
IKON OFFICE SOLUTIONS
NORTHERN LTD.
By:______________________________________
Title:_____________________________________
Date:_____________________________________
-14-
_____________
dt 1485164
;
Information Tech
As referenced in this Program Agreement:
INFORMATION TECHNOLOGY SOLUTIONS, INC –
Exhibit 10.1
CANADIAN RIDER TO THE
PROGRAM AGREEMENT
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION (“GE”),
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC . (“GECITS”),
AND
IKON OFFICE SOLUTIONS, INC. (“IKON”)
DATED AS OF MARCH 31, 2004
THIS CANADIAN RIDER NO. 1 is an addendum to the above referenced
_____________
dt 1338064
;
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Royal Bank
As referenced in this Program Agreement:
Royal Bank of Canada – dollars shall
be deemed to be Canadian dollar amounts. Canadian dollar amounts shall be
converted to United States dollars at the conversion rate or rates published or
quoted by the Royal Bank of Canada (or such other bank as the parties shall
mutually agree upon) in effect on the date of such conversion.
(e)
All payments of the Purchase Price of a Canadian
_____________
dt 1454400
|
Preview
Full Doc
| 2004 |
Program Agreement
Program Agreement (346K)
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PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC.,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC.,
AN OHIO CORPORATION
--------------------------
. . .
915316
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Citibank
As referenced in this Program Agreement:
Citibank N.A. – entirety.
10.3. Rejected Application Fee. If, during any Program Year, the
aggregate sales price of the Equipment subject to Rejected Eligible Financing
Contracts syndicated by IKON to any of Citibank N.A. , De Lage Landen
International B.V. or Wells Fargo & Company (or any Subsidiary of the ultimate
parent company of any thereof) during such Program Year exceeds $25 Million,
then
_____________
Citibank N.A. – Contract was originated by IKON; and
(c) such proposed Originated Financing Contract, IKON Originated
Financing Contract or SLG Financing Contract was syndicated by IKON in
its entirety, to any of Citibank N.A. , De Lage Landen International B.V.
or Wells Fargo & Company or any Subsidiary of the ultimate parent company
of any thereof (on terms no less favorable to IKON than
_____________
Citibank N.A. – IKON than those offered to
GE), within 30 days thereafter; and
(d) such proposed Originated Financing Contract, IKON Originated
Financing Contract or SLG Financing Contract provides an economic return
to Citibank N.A. , De
xx
Lage Landen International B.V. or Wells Fargo & Company (or any
Subsidiary of the ultimate parent company of any thereof) (as
applicable) no more favorable than
_____________
dt 1478852
;
IKON Office
As referenced in this Program Agreement:
IKON OFFICE SOLUTIONS, INC – PROGRAM AGREEMENT
EXHIBIT 10.1
EXECUTION COPY
------------------------------------------------------------------------------
--------------------------
PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC.,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC .,
AN OHIO CORPORATION
--------------------------
DATED MARCH 31, 2004
--------------------------
------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Article 1. PROGRAM FINANCING STRUCTURE...................................1
1.1. Financing Structure...........................................1
Article 2. MANAGEMENT OF THE PROGRAM.....................................
_____________
IKON OFFICE SOLUTIONS,
INC – at 10 Riverview Drive, Danbury, CT 06810 ("GE"), GE CAPITAL INFORMATION
TECHNOLOGY SOLUTIONS, INC., a California corporation with a business address at
10 Riverview Drive, Danbury, CT 06810 ("GECITS"), and IKON OFFICE SOLUTIONS,
INC ., an Ohio corporation with its principal place of business at 70 Valley
Stream Parkway, Malvern, PA 19355 ("IKON"). Unless otherwise defined herein,
all capitalized terms are defined in Annex
_____________
IKON OFFICE SOLUTIONS, INC – sufficiently given if sent by registered mail or
certified mail, postage prepaid, by overnight courier service, or by telecopy
or other written form of electronic communication:
If to IKON, at:
IKON OFFICE SOLUTIONS, INC .
70 Valley Stream Parkway
Valley Forge, PA 19355
Facsimile: (610) 408-7264
Attention: General Counsel
with a copy to:
CRAVATH, SWAINE & MOORE LLP
825 Eighth Avenue
New York, NY
_____________
IKON OFFICE SOLUTIONS, INC – executed by their respective duly authorized representatives as of the
date set forth above.
GENERAL ELECTRIC GE CAPITAL INFORMATION
CAPITAL CORPORATION TECHNOLOGY SOLUTIONS, INC.
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
IKON OFFICE SOLUTIONS, INC .
By:
------------------------------
Name:
Title:
[SIGNATURE PAGE TO PROGRAM AGREEMENT]
ANNEX A
Program Agreement Definitions
I. Capitalized Terms. As used herein, the following terms shall have
the meanings set forth
_____________
IKON Office Solutions, Inc – any domestic or foreign federal, state,
provincial, local, county or municipal government, governmental, judicial,
regulatory or administrative agency, department, commission, board, bureau,
court or other authority or instrumentality.
"IKON" means IKON Office Solutions, Inc ., an Ohio corporation.
"IKON Canada" means IKON Office Solutions, Inc., an Ontario
corporation.
"IKON Companies" has the meaning assigned to such term in Section
1.1.
"IKON Designees" has
_____________
dt 1485167
;
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Information Tech
As referenced in this Program Agreement:
INFORMATION TECHNOLOGY SOLUTIONS, INC – 1
5
ex10-1.txt
PROGRAM AGREEMENT
EXHIBIT 10.1
EXECUTION COPY
------------------------------------------------------------------------------
--------------------------
PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC .,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC.,
AN OHIO CORPORATION
--------------------------
DATED MARCH 31, 2004
--------------------------
------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Article 1. PROGRAM FINANCING STRUCTURE...................................1
1.1. Financing
_____________
INFORMATION
TECHNOLOGY SOLUTIONS, INC – as of March 31, 2004, is by and among
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with a business
address at 10 Riverview Drive, Danbury, CT 06810 ("GE"), GE CAPITAL INFORMATION
TECHNOLOGY SOLUTIONS, INC ., a California corporation with a business address at
10 Riverview Drive, Danbury, CT 06810 ("GECITS"), and IKON OFFICE SOLUTIONS,
INC., an Ohio corporation with its principal place of business
_____________
dt 1338065
;
Weil Gotshal
As referenced in this Program Agreement:
WEIL, GOTSHAL – 4534
Attention: General Counsel
and
GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, Connecticut 06927
Facsimile: (203) 602-9305
Attention: General Counsel, GE Commercial Finance
with a copy to:
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Facsimile: (212) 310-8007
Attention: William M. Gutowitz, Esq.
or to such other address as shall be furnished in
_____________
dt 1366580
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