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 | 2001 |
Strategic Partnership Agreement
Strategic Partnership Agreement (8K)
Doc #121117: Click preview link for longer preview.
STRATEGIC PARTNERSHIP AGREEMENT
This Agreement is by and between SLi Lighting Solutions, Inc. (hereinafter,
"SLi") with its principal place of business at 11999 Plano Road, Suite 190,
Dallas, Texas 75023 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.
NATURE OF THE PARTNERSHIP
It is with mutual understanding between SLi and DEMARCO to enter into a
strategic partnership agreement, where DEMARCO has relationships and contracts
with various organizations to perform energy efficient lighting retrofits and
energy management services, and SLi is in the energy efficient lighting business
and agrees to become the primary company rendering for DeMarco services such as:
energy audits, energy-related feasibility studies, lighting system
removal/demolition, lighting system installation/retrofit, and energy management
services for commercial, industrial and institutional applications. The
relationship description, contributions, terms, conditions, and other covenants
are set forth herein.
1) PURPOSE. The purpose of this agreement is to engage SLi to perform as
Subcontractor for the services described with the attached AIA Document
A401-1997 for the contracts and/or work orders issued to DEMARCO.
DEMARCO will perform their duties and responsibilities as described in
the AIA document, plus any other duties and responsibilities required
to assist SLi with performing their obligations. Each party will
perform all individual duties, responsibilities and requirements as set
forth in this agreement and the AIA agreement.
121117
|
Demarco Energy
As referenced in this Strategic Partnership Agreement:
DeMarco Energy Systems of America, – between SLi Lighting Solutions, Inc. (hereinafter,
"SLi") with its principal place of business at 11999 Plano Road, Suite 190,
Dallas, Texas 75023 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.
NATURE OF THE PARTNERSHIP
It
_____________
DEMARCO ENERGY SYSTEMS OF AMERICA, – within ten days of receipt, unless otherwise agreed to in writing prior
to each project's bid submission.
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN INITIALS
----- -----
DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
AND SLI LIGHTING SOLUTIONS, INC. PAGE 101 OF 101
{PAGE}
7) PERFORMANCE REQUIREMENTS. SLi agrees to perform the services, duties
and
_____________
DeMarco Energy Systems of America, – All parties have read, understood, and agreed to the
terms and conditions of this Strategic Partnership Agreement.
BY: SLi Lighting Solutions, Inc. BY: DeMarco Energy Systems of America, Inc.
/S/ Rick Spilde /S/ Victor M. DeMarco
----------------------------- -----------------------------------
Rick Spilde, Officer Victor M. DeMarco, President
Date May 24, 2000 Date May 24,
_____________
DEMARCO ENERGY SYSTEMS OF AMERICA, – Victor M. DeMarco
----------------------------- -----------------------------------
Rick Spilde, Officer Victor M. DeMarco, President
Date May 24, 2000 Date May 24, 2000
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN INITIALS
----- -----
DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
AND SLI LIGHTING SOLUTIONS, INC. PAGE 101 OF 101
{/TEXT}
{/DOCUMENT}
_____________
dt 90135
| |
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| 2001 |
Strategic Partnership Agreement
Strategic Partnership Agreement (7K)
Doc #121131: Click preview link for longer preview.
STRATEGIC PARTNERSHIP AGREEMENT
This Agreement is by and between SLi Lighting Solutions, Inc. (hereinafter,
"SLi") with its principal place of business at 11999 Plano Road, Suite 190,
Dallas, Texas 75023 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.
NATURE OF THE PARTNERSHIP
It is with mutual understanding between SLi and DEMARCO to enter into a
strategic partnership agreement, where DEMARCO has relationships and contracts
with various organizations to perform energy efficient lighting retrofits and
energy management services, and SLi is in the energy efficient lighting business
and agrees to become the primary company rendering for DeMarco services such as:
energy audits, energy-related feasibility studies, lighting system
removal/demolition, lighting system installation/retrofit, and energy management
services for commercial, industrial and institutional applications. The
relationship description, contributions, terms, conditions, and other covenants
are set forth herein.
1) PURPOSE. The purpose of this agreement is to engage SLi to perform as
Subcontractor for the services described with the attached AIA Document
A401-1997 for the contracts and/or work orders issued to DEMARCO.
DEMARCO will perform their duties and responsibilities as described in
the AIA document, plus any other duties and responsibilities required
to assist SLi with performing their obligations. Each party will
perform all individual duties, responsibilities and requirements as set
forth in this agreement and the AIA agreement.
121131
|
Demarco Energy
As referenced in this Strategic Partnership Agreement:
DeMarco Energy Systems of America, – between SLi Lighting Solutions, Inc. (hereinafter,
"SLi") with its principal place of business at 11999 Plano Road, Suite 190,
Dallas, Texas 75023 and DeMarco Energy Systems of America, Inc. (hereinafter,
"DEMARCO")with its principal place of business at PO Box 201057, Austin, Texas
78720-1057.
NATURE OF THE PARTNERSHIP
It
_____________
DeMarco Energy Systems
of America, – All parties have read, understood, and agreed to the
terms and conditions of this Strategic Partnership Agreement.
BY: SLi Lighting Solutions, Inc. BY: DeMarco Energy Systems
of America, Inc.
Officer for SLi
Lighting Solutions, Inc. Victor M. DeMarco, President
Date Date
{/TEXT}
{/DOCUMENT}
_____________
dt 90136
| |
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| 2002 |
Group Life Insurance Policy
Group Life Insurance Policy (38K)
Doc #129310: Click preview link for longer preview.
GROUP LIFE INSURANCE POLICY
A contract between
Aetna Life Insurance Company
(A Stock Company herein
called Aetna)
and
GENERAL DYNAMICS CORPORATION
(Policyholder)
Policy Number: GP-658452
Signed at Aetnas Home Office
Date of issue: June 7, 1993
in Hartford, Connecticut on
To take effect: June 1, 1990
the date of issue.
Policy Delivered in: Missouri
This policy will be construed in line
/s/ Ronald E. Compton
with the law of the jurisdiction in
which it is delivered.
President
Based on timely premium payments by
/s/ Lewis R. Merrine
the Policyholder, Aetna agrees with
the Policyholder, to pay benefits in
line with the policy terms.
Legal Director
The duties and the rights of all
/s/ Margaret L. Eno
persons will be based solely on
policy terms. This policy is non-
participating.
Registrar
GR-29
0010
ED: 9-92
Aetna Life Insurance Company
151 Farmington Avenue
Hartford, Connecticut 06158
203-273-0123
Face Page
207041
INDEX
POLICY CONTENTS
PART I
ELIGIBLE CLASSES CHANGES
SPECIAL PROVISIONS
PART II
POLICYHOLDER AND INSURANCE
COMPANY MATTERS
GR-29
0040
ED: 7-73
Page 9000
F205236
POLICY CONTENTS
This policy consists of:
The Face Page, Index, this Policy Contents page and all the provisions of Part I and II; and
The provisions found in the Certificates(s) listed in this section.
The words you or your in any Certificate included in the policy, will refer to a covered Employee.
The Certificate(s) included in this policy are as follows:
A Certificate consists of a Certificate Base document (Cert. Base) and any Summary of Coverage (SOC) or Certificate Rider (Rider) which may be issued to support or amend the Cert. Base.
129310
| | Aetna Life Insurance Company
|
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| 2003 |
CCTV Products Supply Agreement
CCTV Products Supply Agreement (36K)
Doc #130240: Click preview link for longer preview.
CCTV PRODUCTS SUPPLY AGREEMENT
This CCTV Products Supply Agreement (this "Agreement"), entered into as
of this 20th day of December, 2002 by and between ULTRAK, INC., a corporation
duly organized and existing under the laws of the State of Delaware and having
its principal place of business at Lewisville, Texas (together with the
Purchaser Affiliated Entities, hereinafter referred to as "Ultrak" or
"Purchaser") and PITTWAY CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware ("Supplier") and a wholly-owned
subsidiary HONEYWELL INTERNATIONAL INC., a corporation duly organized and
existing under the laws of the State of Delaware, having its principal place of
business at Morristown, New Jersey ("Honeywell").
RECITALS:
A. Honeywell, Ultrak and certain Affiliates of Ultrak have entered into
that certain Asset Purchase Agreement dated as of August 8, 2002 (as amended to
date, the "Asset Purchase Agreement") pursuant to which Honeywell has agreed to
purchase, and Ultrak has agreed to sell, on the terms and conditions set forth
in the Asset Purchase Agreement, certain business assets of Ultrak involved in
the manufacture and sale of CCTV Products (as herein defined).
B. Following the Closing under the Asset Purchase Agreement, Ultrak
will, among other things, (v) engage in the business of designing,
manufacturing, selling and distributing access control systems, (x) act as a
systems integrator of security systems, (y) seek to sell CCTV Products to
certain Governmental Authorities, and (z) engage in the Excluded Businesses (as
herein defined), in each case in accordance with the terms of Section 6.11 of
the Asset Purchase Agreement.
C. As a condition to the Closing under the Asset Purchase Agreement and
the purchase by Honeywell of the business assets to be purchased thereunder, and
except as otherwise provided herein, (x) Honeywell requires Ultrak, and Ultrak
has agreed as an inducement to Honeywell, to purchase from Supplier and to cause
each Purchaser Affiliated Entity to purchase from Supplier, all of Ultrak's and
such Purchaser Affiliated Entities' requirements for CCTV Products and (y)
Ultrak requires Supplier, and Supplier has agreed, to supply all of Ultrak's and
each Purchaser Affiliated Entity's requirements for CCTV Products, in each case
on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties intending
to be legally bound agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used herein but otherwise not defined
herein shall have the meaning ascribed thereto in the Asset Purchase Agreement.
130240
|
Honeywell Int'l
As referenced in this CCTV Products Supply Agreement:
HONEYWELL INTERNATIONAL – existing
under the laws of the State of Delaware ("Supplier") and a wholly-owned
subsidiary HONEYWELL INTERNATIONAL INC., a corporation duly organized and
existing under the laws of the State of Delaware,
Honeywell International – Texas 75201-4761
Attention: Richard L. Waggoner, Esq.
Facsimile: (214) 999-3510
If to Supplier:
Honeywell International Inc.
Security & Fire Solutions
165 Eileen Way
Syosset, New York 11791
Attention: Ed Freeman
Facsimile:
Honeywell International – Syosset, New York 11791
Attention: Ed Freeman
Facsimile: 516-364-5344
with a copy to:
Honeywell International Inc.
Security & Fire Solutions
165 Eileen Way
Syosset, New York 11791
Attention: General Counsel
Facsimile:
dt 28192
;
 Gardere Wynne
As referenced in this CCTV Products Supply Agreement:
Gardere Wynne – Drive
Lewisville, Texas 75057
Attention: General Counsel
Facsimile: 972-353-6654
with a copy to:
Gardere Wynne Sewell LLP
1601 Elm Street, Suite 3000
Dallas, Texas 75201-4761
Attention: Richard L.
dt 36791
;
Ultrak, Inc.;
| Pittway Corporation;
American Building Control Inc.
|
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| 2003 |
Access Control Supply Agreement
Access Control Supply Agreement (34K)
Doc #130241: Click preview link for longer preview.
ACCESS CONTROL SUPPLY AGREEMENT
This Access Control Supply Agreement (the "Agreement") is made and
executed this 20th day of December, 2002 between Ultrak Operating, L.P.,
("Supplier") a Texas limited partnership, whose principal office is located in
Lewisville, Texas and Pittway Corporation ("Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Honeywell International Inc., a Delaware
corporation ("Honeywell"), a Delaware corporation whose principal office is
located in Morristown, New Jersey.
RECITALS
A. Supplier is engaged in the business of designing, manufacturing,
selling and distributing access control systems.
B. Pursuant to this Agreement, Purchaser desires to purchase certain
Products (as defined in Section 2 of this Agreement) and Supplier has
agreed to sell Purchaser the Products.
AGREEMENT
In consideration of the mutual agreements and acknowledgment herein
made, the parties agree as follows:
1. RIGHTS GRANTED. Upon the terms and conditions set forth
herein, Purchaser may purchase the Products and Supplier
agrees to sell the Products to Purchaser. Supplier hereby
grants to Purchaser the non-exclusive right upon the terms and
conditions herein contained to purchase inventory, promote and
resell the Products in the Non-U.S. Jurisdictions (as defined
in the Asset Purchase Agreement dated August 8 2002 among
Honeywell, Supplier and the other parties thereto, as amended
to date).
This Agreement is effective from the date hereof and shall
continue for an initial period of twenty-four (24) months.
Upon the written consent of Purchaser and Supplier given at
least ninety (90) days prior to the end of the then-applicable
period, this Agreement shall renew for successive one (1) year
periods. The initial period and all renewal periods shall be
referred to as the "Term" of this Agreement.
2. PRODUCTS. As used herein the term Supplier's products shall
mean those which are expressly identified in Exhibit A,
attached hereto and made a part hereof, together with those
new or additional products that Supplier and Purchaser may
expressly add in writing to this Agreement from time to time
("Products").
3. PAYMENT. Purchaser shall make payment to Supplier for Products
within 30 days after shipment in United States dollars by wire
transfer or check written upon a United States money center
bank subject to collection; provided, however, in the event
Purchaser shall fail to honor such payment terms with respect
to any
ACCESS CONTROL SUPPLY AGREEMENT - PAGE 1
{PAGE}
shipment by Supplier, Supplier may thereafter sell upon such
shorter or other payment terms, including shipment against
letter of credit, consistent with Supplier's credit practices
then in effect.
4. TERMS OF SALE.
a. The price Supplier charges to Purchaser shall be the
price Supplier may establish, from time to time, on
Supplier's international distributor price list.
Price lists shall be provided to Purchaser and the
price list in effect at the time the Products are
shipped shall control.
b. Supplier shall use commercially reasonable efforts
consistent with Supplier's practices for its other
significant customers to promptly deliver Products to
Purchaser in accordance with the terms of the
applicable purchase order. Shipment of such Products
will be made to Purchaser, to the extent commercially
reasonable, from Supplier's nearest source of such
Products.
c. Supplier shall effect shipments by any ground
transportation, vessel or airfreight of any flag at
any port or airport in the country of Supplier's
plant point of shipment. The delivery terms for all
shipments shall be FOB Supplier's plant point of
shipment (as defined in the Uniform Commercial Code
of the State of Delaware). Title to and risk of loss
or damage to all or any part of the Products shall
pass to Purchaser upon delivery of the Products to
the carrier for shipment.
d. All costs of shipping, transporting and/or insuring
the Products, including all applicable stamp, duties,
tariffs and similar import and export charges, and
all sales and use taxes, VAT and any other transfer
taxes, shall be paid by Purchaser.
e. Supplier shall be responsible for all franchise,
income and similar taxes imposed on or assessed to
Supplier as a result of fulfillment of its
obligations under this Agreement.
f. Upon arrival of the Products to the point of
destination, Purchaser shall inspect Products under
such shipment. Claims for shortages, incorrect
materials or invoicing errors must be made by
Purchaser to Supplier within fifteen (15) days of the
arrival of the Products to the point of destination.
In the event of any such shortages, incorrect
materials or invoicing errors, Purchaser shall follow
the procedure set forth on Exhibit B attached hereto
and shall be limited to the remedies set forth on
Exhibit B.
g. Any term or condition in a purchase order which
contradicts this Agreement shall be void and the
provisions of this Agreement shall control.
130241
|
Honeywell Int'l
As referenced in this Access Control Supply Agreement:
Honeywell International – Lewisville, Texas and Pittway Corporation ("Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Honeywell International Inc., a Delaware
corporation ("Honeywell"), a Delaware corporation whose principal office is
located in Morristown,
Honeywell International – if otherwise actually
personally delivered, when delivered, and shall be
delivered as follows:
To Purchaser,
Honeywell International Inc.
Security & Fire Solutions
165 Eileen Way
Syosset, New York 11791
Attention: Ed Freeman
Facsimile: (
Honeywell International – Syosset, New York 11791
Attention: Ed Freeman
Facsimile: (516) 364-5344
with a copy to:
Honeywell International Inc.
Security & Fire Solutions
165 Eileen Way
Syosset, New York 11791
Attention: General Counsel
Facsimile: (
dt 28193
;
Ultrak Operating, L.P.;
| Pittway Corporation;
American Building Control Inc.
|
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| 2000 |
Original Equipment Manufacturing Agreement
Original Equipment Manufacturing Agreement (43K)
Doc #142309: Click preview link for longer preview.
Adept Technology / Yaskawa Electric Corp.
Original Equipment Manufacturing Agreement
For
Six Axis Manipulators
CONFIDENTIAL
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
{PAGE}
Page ii
Adept / Yaskawa OEM Agreement
TABLE OF CONTENTS
Paragraph Major Topics
------------
1 Purpose and Scope of Relationship
2 Product Specifications and Technical Information
3 Pricing and Payment
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
5 Warranty
6 Arm Parts, Repair Service, and Maintenance
7 Product Change Management
8 Obsolescence
9 Documentation
10 Inspection and Testing
11 Indemnity
12 Product and Business Confidentiality
13 Technical Communications
14 Assignments and Delegations
15 Term and Termination
16 Force Majeure
17 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
18 Miscellaneous
19 Entire Agreement
Contract Execution by Both Parties
{PAGE}
Page iii
Adept / Yaskawa OEM Agreement
APPENDICES
o Products Specifications Appendix 1
o Price Schedule Appendix 2
o Spares Pricing Schedule Appendix 3
o Quality Planning and Data Requirements Appendix 4
{PAGE}
Adept / Yaskawa Page 1
Adept / Yaskawa
Original Equipment Manufacturing Agreement
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and Yaskawa Electric Corp. (hereinafter referred to as "Yaskawa") is
entered into for the purpose of providing OEM sales of Yaskawa robot
manipulators to ADEPT. ADEPT and Yaskawa agree that the following provisions
shall govern the OEM relationship between ADEPT and Yaskawa.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase and Yaskawa shall provide Mechanical Six Axis
Manipulator product, Yaskawa models SV3X, UP6, UP2O, CR3, CR8, CR20,
hereinafter referred to as "ARM", for incorporating with ADEPT hardware
and software controls to provide an extension to ADEPT's product lines.
ADEPT shall market the ARMs under its own trade name and
responsibilities except for any industrial rights associated with the
designs of the ARMs.
1.2 Yaskawa is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Japan
and elsewhere throughout the world, and desires to expand its sales of
robotics products.
1.3 Both parties desire to expand the market demand for their products
through the business relationship established by this agreement.
2. Product Specifications and Technical Information
2.1 Product Specification
Yaskawa will sell to ADEPT ARMs and its maintenance and spare parts
(hereinafter referred to as "PARTS") which accept ADEPT's servo
amplifier signal and meet the product specifications contained in
ADEPT's Product Specification. Refer to Appendix #1. If changes are
required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must
formally approve the requirements and changes to be made before they
are incorporated into the ARM sold to ADEPT. All notifications of
product specification changes, or other contractual changes, shall be
directed to ADEPT's Purchasing organization. Yaskawa guarantees that
all products sold to ADEPT will meet the most current effective
revision of product specifications approved by both parties. All
changes to product specifications must conform to the Product Change
Management Section herein. For further Product Specification
142309
|
Adept Technology
As referenced in this Original Equipment Manufacturing Agreement:
Adept Technology – EX-10.34
{SEQUENCE}14
{FILENAME}0014.txt
{DESCRIPTION}AGREEMENT BETWEEN ADEPT AND YASKAWA
{TEXT}
Adept Technology / Yaskawa Electric Corp.
Original Equipment Manufacturing Agreement
For
Six Axis Manipulators
CONFIDENTIAL
**** - Indicates confidential
ADEPT TECHNOLOGY, – Adept / Yaskawa Page 1
Adept / Yaskawa
Original Equipment Manufacturing Agreement
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and Yaskawa Electric Corp. (hereinafter referred to as "
ADEPT TECHNOLOGY, – understanding relative
thereto, if any, had between the parties hereto, are herein merged or
superseded.
ADEPT TECHNOLOGY, INC YASKAWA Electric Corporation
Executed: /s/ Marcy Alstott Executed: /s/ Koji Toshima
-------------------------- -----------------------
Officer: Marcy
dt 38419
;
Yaskawa Electric Corp.;
| Six Axis Manipulators
|
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| 2003 |
Marketing Agreement [Amended and Restated]
Marketing Agreement [Amended and Restated] (53K)
Doc #144323: Click preview link for longer preview.
AMENDED AND RESTATED MARKETING AGREEMENT
AMENDED AND RESTATED MARKETING AGREEMENT, dated as of the 15th day of May, 2002 by and between (i) CAMPING WORLD, INC., a Kentucky corporation (Camping World), CWI, Inc., a Kentucky corporation and a wholly-owned subsidiary of Camping World, doing business as CAMPING WORLD INSURANCE SERVICES, INC. (CWI, Inc.), CAMPING WORLD INSURANCE SERVICES OF NEVADA, INC., a Nevada corporation (CWIS Nevada), and CAMPING WORLD INSURANCE SERVICES OF TEXAS, INC., a Texas corporation (CWIS Texas, and collectively with CWI, Inc. and CWIS Nevada, CWI), and (ii) AFFINITY GROUP PLANS, INC., a Delaware corporation (AGP), NATIONAL ALLIANCE INSURANCE COMPANY, a Missouri domiciled insurance company (NAIC), NATIONAL GENERAL INSURANCE COMPANY, a Missouri domiciled insurance company (NGIC), and NATIONAL GENERAL ASSURANCE COMPANY, a Missouri domiciled company (NGAC). NAIC, NGIC and NGAC are herein individually and collectively referred to as the Insurer.
WITNESSETH:
WHEREAS, Camping World, AGP and certain other parties were parties to (i) a Founders Agreement dated as of July 21, 1992, as amended, relating to, among other things, the granting of insurance marketing rights to AGP with respect to Camping World and its customers including through solicitation of Camping World customers at kiosks located at its stores and through its mailing list, including the Camping Worlds Presidents Club program (the Presidents Club); (ii) various Kiosk Agreements, dated as of June 1, 1995, as amended, relating to the provision of certain services by AGP to Camping World and its customers at kiosks located on the premises of Camping World Stores, (iii) a Letter Agreement dated October 1997 relating to the matters described in clauses (i) and (ii) and certain other matters, (iv) a Trademark License Agreement, dated August 13, 1992, as amended, (v) a CWI Transfer Agreement, dated August 13, 1992, as amended, and (vi) the Stockholders Agreement dated as of September 30, 1994 and related documents and instruments pertaining to the common stock of AGP held by Camping World (the agreements referred to in clauses (i) through (vi) and all other documents, instruments and agreement between Camping World or CWI, on the one hand, and AGP or NAIC, on the other hand, relating to the subject matter hereof being collectively referred to herein as the Former Marketing Arrangements); and
WHEREAS, Camping World and CWI, on the one hand, and AGP and NAIC, on the other hand, amended and restated in all respects the Former Marketing Arrangements to provide for, among other things, new and ongoing cooperative marketing and other business relationships between Camping World and CWI, on the one hand, and AGP and NAIC on the other hand and memorialized such new agreement in the marketing agreement dated December 31, 1998 (the Revised Marketing Agreement), and in connection therewith also executed a letter agreement dated February 11, 1999 (the Letter Agreement) and a Right of First Offer Agreement dated December 31, 1998, (the Revised Marketing Agreement, the Letter Agreement and the Right of First Offer Agreement are hereinafter collective referred to as the Existing Marketing Agreement), which Revised Marketing Agreement was approved by the Missouri and California Insurance Departments; and
WHEREAS, in connection with a sale of AGP, and its wholly-owned subsidiary NAIC to Motors Insurance Corporation, Camping World and CWI, on the one hand, and AGP and the Insurer on the other hand desire to amend and restate in all respects the Existing Marketing Agreement to provide for, among other things, new and ongoing cooperative marketing and other business relationships between Camping World and CWI, on the one hand, and AGP and the Insurer on the other hand.
NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
144323
|
Fleetwood
As referenced in this Marketing Agreement [Amended and Restated]:
Fleetwood Enterprises, – GENERAL ASSURANCE COMPANY
By:
/s/ Bernard J. Buselmeier
Name:
Bernard J. Buselmeier
Title:
Chief Financial Officer
102
EXHIBIT A
Family Motor Coach Association
Fleetwood Enterprises, Inc.
Flying J Inc.
Monaco Coach Corporation
Thousand Trails/NACO
Winnebago Industries, Inc.
103
EXHIBIT B
Categories of Costs
1. Kiosk Labor
_____________
dt 220639
;
Camping World, Inc.;
| Affinity Group Plans, Inc.;
Affinity Group Holding Inc.
|
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| 1998 |
Procurement Agreement [Amended and Restated]
Procurement Agreement [Amended and Restated] (77K)
Doc #146012: Click preview link for longer preview.
AMENDED AND RESTATED
ORBIMAGE SYSTEM PROCUREMENT AGREEMENT
This Orbimage System Procurement Agreement (this "Agreement") is made
and entered into as of the 26th day of February, 1998 between Orbital Imaging
Corporation, a Delaware corporation ("OIC"), and Orbital Sciences Corporation, a
Delaware Corporation ("Orbital").
WITNESSETH
WHEREAS, the parties have previously entered into the OIC System
Procurement Agreement dated as of November 18, 1996, as amended on May 8, 1997,
December 31, 1997 and February 25, 1998; and
WHEREAS, the parties desire to amend and restate the OIC System
Procurement Agreement to reflect all the amendments thereto (including amended
or restated attachments thereto)
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise specifically defined herein, capitalized terms
shall have the meanings ascribed to such terms in Appendix A attached hereto.
[Confidential Treatment] means that certain Confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
ARTICLE 2.
SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities, personnel and materials
required for the performance of the following work (collectively, the "Work"):
Section 2.1. Orbital shall provide the OrbView-1 System as described in
OrbView-1 System Statement of Work (Exhibit A).
Section 2.2. Orbital shall provide and OrbView-2 license as described
in OrbView-2 License Agreement (Exhibit B).
Section 2.3. OrbView-3 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-3 System in accordance with Exhibit C, OrbView
High Resolution Imagery System Mission Requirements Document and applicable
Statements of Work.
Section 2.3.1. Provision of OrbView-3 Satellite. Orbital shall
design, construct and deliver the OrbView-3 Satellite in accordance
with the OrbView-3 Mission Requirements Document (Exhibit C, Part 1A)
and Statement of Work (Exhibit C, Part 1B).
Section 2.3.2. Provision of Launch. Orbital shall launch the
OrbView-3 Satellite using a Launch Vehicle in accordance with the
Launch Vehicle Statement of
{PAGE} 2
Work and Specifications (Exhibit C, Part 2).
Section 2.4. Provision of OrbView Command and Control Segment and
OrbView-3 Data Processing Segment. Orbital shall design, construct and deliver
the OrbView-3 and OrbView-4 Command and Control Segment ("CCS") and the Joint
OrbView-3 and OrbView-4 Data Processing Segment ("DPS") in accordance with the
Joint OrbView-3 and OrbView-4 Mission Requirements Document (Exhibit C, Part
1A), Statement of Work (Exhibit C, Part 1B) and the Joint OrbView-3 and
OrbView-4 Command and Control and Data Processing and Distribution Requirements
Specifications (Exhibit D, Part 1). Orbital shall design, construct and deliver
the OrbView-1 and OrbView-2 Command and Control Segment in accordance with the
OrbView-1 and OrbView-2 Command and Control Statement of Work (Exhibit D, Part
2).
Section 2.5. OrbView-4 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-4 System in accordance with Exhibit C, OrbView High
Resolution Imagery System Mission Requirements Document and applicable Statement
of Work.
Section 2.5.1. Provision of OrbView-4 Satellite. Orbital shall
design, construct and deliver the OrbView-4 Satellite in accordance
with the OrbView High Resolution Imagery System Mission Requirements
Document (Exhibit C, Part 1A) and Statement of Work (Exhibit C,
Part 1B).
Section 2.5.2. Provision of Launch. Orbital shall launch the
OrbView-4 Satellite using a Launch Vehicle to be determined in
accordance with the Launch Vehicle Statement of Work and Specifications
(Exhibit C, Part 2). Any launch contract for OrbView-4, and subsequent
major amendments thereto affecting price or schedule, shall be subject
to OIC's prior approval, which shall not be unreasonably withheld.
Section 2.6. Insurance. Orbital shall procure launch, satellite check
out and/or on-orbit operation insurance, at OIC's expense, as requested by OIC,
subject to availability of such insurance and OIC's agreement to the price,
terms and conditions of such insurance. Orbital shall maintain, at its expense,
insurance coverage of the type and level that is customarily carried by entities
engaged in similar businesses to Orbital's, to cover losses from damage to
personal property, such as the OrbView-3 and OrbView-4 satellites, until title
has passed to ORBIMAGE.
ARTICLE 3.
CONSIDERATION
Section 3.1. The price for the work hereunder (collectively, the
"Price") is as follows:
146012
| | Orbital Imaging Corp
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| 1998 |
Procurement Agreement [Amended and Restated]
Procurement Agreement [Amended and Restated] (63K)
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AMENDED AND RESTATED
ORBIMAGE SYSTEM PROCUREMENT AGREEMENT
This Orbimage System Procurement Agreement (this "Agreement") is made
and entered into as of the 26th day of February, 1998 between Orbital Imaging
Corporation, a Delaware corporation ("OIC"), and Orbital Sciences Corporation, a
Delaware Corporation ("Orbital").
WITNESSETH
WHEREAS, the parties have previously entered into the OIC System
Procurement Agreement dated as of November 18, 1996, as amended on May 8, 1997,
December 31, 1997 and February 25, 1998; and
WHEREAS, the parties desire to amend and restate the OIC System
Procurement Agreement to reflect all the amendments thereto (including amended
or restated attachments thereto)
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise specifically defined herein, capitalized terms
shall have the meanings ascribed to such terms in Appendix A attached hereto.
[Confidential Treatment] means that certain Confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
ARTICLE 2.
SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities, personnel and materials
required for the performance of the following work (collectively, the "Work"):
Section 2.1. Orbital shall provide the OrbView-1 System as described in
OrbView-1 System Statement of Work (Exhibit A).
Section 2.2. Orbital shall provide and OrbView-2 license as described
in OrbView-2 License Agreement (Exhibit B).
Section 2.3. OrbView-3 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-3 System in accordance with Exhibit C, OrbView
High Resolution Imagery System Mission Requirements Document and applicable
Statements of Work.
Section 2.3.1. Provision of OrbView-3 Satellite. Orbital shall
design, construct and deliver the OrbView-3 Satellite in accordance
with the OrbView-3 Mission Requirements Document (Exhibit C, Part 1A)
and Statement of Work (Exhibit C, Part 1B).
Section 2.3.2. Provision of Launch. Orbital shall launch the
OrbView-3 Satellite using a Launch Vehicle in accordance with the
Launch Vehicle Statement of
{PAGE} 2
Work and Specifications (Exhibit C, Part 2).
Section 2.4. Provision of OrbView Command and Control Segment and
OrbView-3 Data Processing Segment. Orbital shall design, construct and deliver
the OrbView-3 and OrbView-4 Command and Control Segment ("CCS") and the Joint
OrbView-3 and OrbView-4 Data Processing Segment ("DPS") in accordance with the
Joint OrbView-3 and OrbView-4 Mission Requirements Document (Exhibit C, Part
1A), Statement of Work (Exhibit C, Part 1B) and the Joint OrbView-3 and
OrbView-4 Command and Control and Data Processing and Distribution Requirements
Specifications (Exhibit D, Part 1). Orbital shall design, construct and deliver
the OrbView-1 and OrbView-2 Command and Control Segment in accordance with the
OrbView-1 and OrbView-2 Command and Control Statement of Work (Exhibit D, Part
2).
Section 2.5. OrbView-4 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-4 System in accordance with Exhibit C, OrbView High
Resolution Imagery System Mission Requirements Document and applicable Statement
of Work.
Section 2.5.1. Provision of OrbView-4 Satellite. Orbital shall
design, construct and deliver the OrbView-4 Satellite in accordance
with the OrbView High Resolution Imagery System Mission Requirements
Document (Exhibit C, Part 1A) and Statement of Work (Exhibit C,
Part 1B).
Section 2.5.2. Provision of Launch. Orbital shall launch the
OrbView-4 Satellite using a Launch Vehicle to be determined in
accordance with the Launch Vehicle Statement of Work and Specifications
(Exhibit C, Part 2). Any launch contract for OrbView-4, and subsequent
major amendments thereto affecting price or schedule, shall be subject
to OIC's prior approval, which shall not be unreasonably withheld.
Section 2.6. Insurance. Orbital shall procure launch, satellite check
out and/or on-orbit operation insurance, at OIC's expense, as requested by OIC,
subject to availability of such insurance and OIC's agreement to the price,
terms and conditions of such insurance. Orbital shall maintain, at its expense,
insurance coverage of the type and level that is customarily carried by entities
engaged in similar businesses to Orbital's, to cover losses from damage to
personal property, such as the OrbView-3 and OrbView-4 satellites, until title
has passed to ORBIMAGE.
146015
| | Orbital Imaging Corp
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| 1996 |
Procurement Agreement
Procurement Agreement (548K)
Doc #146054: Click preview link for longer preview.
ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This ORBCOMM System Procurement Agreement (this "AGREEMENT") is made
and entered into as of the 12th day of September, 1995 between ORBCOMM Global,
L.P., a Delaware limited partnership ("ORBCOMM GLOBAL"), and Orbital Sciences
Corporation, a Delaware corporation ("ORBITAL").
WITNESSETH
WHEREAS Orbital, Orbital Communications Corporation ("ORBCOMM"),
Teleglobe Inc. ("TELEGLOBE"), Teleglobe Mobile Partners ("TELEGLOBE MOBILE"),
ORBCOMM Global, ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P. have
entered into agreements for the development, construction, operation and
marketing of a global digital satellite communications system of low-Earth
orbit satellites and certain terrestrial facilities intended to provide two-way
data and message communications and position determination services throughout
the world (the "ORBCOMM SYSTEM") and related activities in connection
therewith; and
WHEREAS the initial phase of the ORBCOMM System consisting of two (2)
satellites, the Satellite Control Center and the Network Control Center
suitable for the two satellite system and the four (4) United States Gateway
Earth Stations has been generally completed, and the parties desire to
terminate the ORBCOMM System, Design, Development and Operations Agreement
dated June 30, 1993 between ORBCOMM Global (formerly known as ORBCOMM
Development) and ORBCOMM, as amended (the "ORBCOMM SYSTEM AGREEMENT") and
incorporate the remaining efforts into this Procurement Agreement; and
WHEREAS ORBCOMM Global desires to contract with Orbital for the
overall design, development, construction, integration, test and operation of
certain assets comprising the second phase of the ORBCOMM System:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1 - DEFINITIONS
Except as otherwise specifically defined herein, capital terms shall
have the meanings ascribed to such terms in Appendix C attached to the Master
Agreement dated as of June 30, 1993 among Orbital, ORBCOMM, Teleglobe and
Teleglobe Mobile, which Appendix is incorporated herein by reference.
- -------------------
[CONFIDENTIAL TREATMENT] means that certain confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
{PAGE} 2
"ADMINISTRATIVE SERVICES AGREEMENT" shall mean that administrative
service agreement entered into as of the 12th day of September 1995 between
Orbital and ORBCOMM Global.
"SATELLITE NETWORK SOFTWARE" shall mean the software algorithms and
capabilities designed by ORBCOMM Global to be integrated in the Satellites
within the framework of the Interface Specifications relating thereto but shall
not include the software, computer capabilities and design practices relating
to real-time operation of the ORBCOMM System which shall be the responsibility
of Orbital.
"INTERFACE SPECIFICATIONS" shall mean the specifications contained in
the Interface Control Documents for (i) the interface between the Satellites
and the Communication software, (ii) the interface between the Satellites and
the subscriber terminals and (iii) the interface between the Satellites and the
Gateway Earth Stations and, (iv) the interface between the Network Control
Center and the Satellite Control Center.
ARTICLE 2 - SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities and materials required for the
performance by it of the following work (collectively, the "WORK"):
Section 2.1 - Construction of Satellites and Completion of the
Satellite Control Center Efforts. Orbital shall develop, construct and deliver
to ORBCOMM Global, thirty-four (34) Satellites and complete the Satellite
Control Center efforts initiated under the ORBCOMM System Agreement, the whole
in accordance with the Satellite Statement of Work (Exhibit A Part 1A) and the
Satellite Specifications (Exhibit A Part 1B), including on-orbit check-out
support for up to one hundred twenty (120) days after each of the first three
(3) launches of the Satellites.
Section 2.2 - Provision of Launch Vehicle Launch Services. Orbital
shall provide to ORBCOMM Global launch services for twenty-four (24) Satellites
using three (3) Pegasus XL Launch Vehicles in accordance with the Launch
Vehicle Statement of Work and Specifications. On an optional basis, Orbital
shall provide a launch service for an additional plane of eight (8) Satellites
using one (1) additional Pegasus XL Launch Vehicle, in accordance with the
Launch Vehicle Statement of Work and Specifications (Exhibit A Part 2).
On-orbit Check Out support for up to one hundred twenty (120) days after such
optional launch shall be provided in accordance with Section 2.6.
Section 2.3 - Completion of Gateway Earth Station Efforts. Orbital
shall complete the Gateway Earth Station efforts initiated under the ORBCOMM
System Agreement in accordance with the Gateway Earth Station Statement of Work
and the Specifications (Exhibit A Part 3).
146054
| | ORBCOMM Global LP
|
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| 1996 |
Procurement Agreement
Procurement Agreement (85K)
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ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This ORBCOMM System Procurement Agreement (this "AGREEMENT") is made
and entered into as of the 12th day of September, 1995 between ORBCOMM Global,
L.P., a Delaware limited partnership ("ORBCOMM GLOBAL"), and Orbital Sciences
Corporation, a Delaware corporation ("ORBITAL").
WITNESSETH
WHEREAS Orbital, Orbital Communications Corporation ("ORBCOMM"),
Teleglobe Inc. ("TELEGLOBE"), Teleglobe Mobile Partners ("TELEGLOBE MOBILE"),
ORBCOMM Global, ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P. have
entered into agreements for the development, construction, operation and
marketing of a global digital satellite communications system of low-Earth
orbit satellites and certain terrestrial facilities intended to provide two-way
data and message communications and position determination services throughout
the world (the "ORBCOMM SYSTEM") and related activities in connection
therewith; and
WHEREAS the initial phase of the ORBCOMM System consisting of two (2)
satellites, the Satellite Control Center and the Network Control Center
suitable for the two satellite system and the four (4) United States Gateway
Earth Stations has been generally completed, and the parties desire to
terminate the ORBCOMM System, Design, Development and Operations Agreement
dated June 30, 1993 between ORBCOMM Global (formerly known as ORBCOMM
Development) and ORBCOMM, as amended (the "ORBCOMM SYSTEM AGREEMENT") and
incorporate the remaining efforts into this Procurement Agreement; and
WHEREAS ORBCOMM Global desires to contract with Orbital for the
overall design, development, construction, integration, test and operation of
certain assets comprising the second phase of the ORBCOMM System:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1 - DEFINITIONS
Except as otherwise specifically defined herein, capital terms shall
have the meanings ascribed to such terms in Appendix C attached to the Master
Agreement dated as of June 30, 1993 among Orbital, ORBCOMM, Teleglobe and
Teleglobe Mobile, which Appendix is incorporated herein by reference.
{PAGE} 2
"ADMINISTRATIVE SERVICES AGREEMENT" shall mean that administrative
service agreement entered into as of the 12th day of September 1995 between
Orbital and ORBCOMM Global.
"SATELLITE NETWORK SOFTWARE" shall mean the software algorithms and
capabilities designed by ORBCOMM Global to be integrated in the Satellites
within the framework of the Interface Specifications relating thereto but shall
not include the software, computer capabilities and design practices relating
to real-time operation of the ORBCOMM System which shall be the responsibility
of Orbital.
"INTERFACE SPECIFICATIONS" shall mean the specifications contained in
the Interface Control Documents for (i) the interface between the Satellites
and the Communication software, (ii) the interface between the Satellites and
the subscriber terminals and (iii) the interface between the Satellites and the
Gateway Earth Stations and, (iv) the interface between the Network Control
Center and the Satellite Control Center.
ARTICLE 2 - SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities and materials required for the
performance by it of the following work (collectively, the "WORK"):
Section 2.1 - Construction of Satellites and Completion of the
Satellite Control Center Efforts. Orbital shall develop, construct and deliver
to ORBCOMM Global, thirty-four (34) Satellites and complete the Satellite
Control Center efforts initiated under the ORBCOMM System Agreement, the whole
in accordance with the Satellite Statement of Work (Exhibit A Part 1A) and the
Satellite Specifications (Exhibit A Part 1B), including on-orbit check-out
support for up to one hundred twenty (120) days after each of the first three
(3) launches of the Satellites.
Section 2.2 - Provision of Launch Vehicle Launch Services. Orbital
shall provide to ORBCOMM Global launch services for twenty-four (24) Satellites
using three (3) Pegasus XL Launch Vehicles in accordance with the Launch
Vehicle Statement of Work and Specifications. On an optional basis, Orbital
shall provide a launch service for an additional plane of eight (8) Satellites
using one (1) additional Pegasus XL Launch Vehicle, in accordance with the
Launch Vehicle Statement of Work and Specifications (Exhibit A Part 2).
On-orbit Check Out support for up to one hundred twenty (120) days after such
optional launch shall be provided in accordance with Section 2.6.
Section 2.3 - Completion of Gateway Earth Station Efforts. Orbital
shall complete the Gateway Earth Station efforts initiated under the ORBCOMM
System Agreement in accordance with the Gateway Earth Station Statement of Work
and the Specifications (Exhibit A Part 3).
146058
| | Orbcomm Global L
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Master Remarketing Agreement
Master Remarketing Agreement (51K)
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MASTER REMARKETING AGREEMENT
--------------------------------------------------------------------------------
This Master Remarketing Agreement ("Agreement") dated as of July 20th, 2001
is hereby entered into by and between NUR America, Inc., with an office located
at 4671 Highway 90 West, San Antonio, Texas 98237 ("Contractor") and CVF Vendor
Finance, Inc. with a place of business located at One International Boulevard,
Mahwah, New Jersey 07430 ("CVF").
CVF owns and leases to third parties certain press, graphics and other
general equipment types (collectively, the "Equipment" and individually an "Item
of Equipment") in the ordinary course of its business which Equipment, from time
to time, requires remarketing services.
CVF desires to engage Contractor and Contractor desires to accept such
engagement to remarket the Equipment on behalf of CVF under the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
incorporating the foregoing by reference, and intending to be legally bound
hereby, for good and valuable consideration, the receipt of which is hereby
acknowledged, CVF and Contractor agree as follows:
1. Engagement. This Agreement shall commence as of date set forth above, and
shall continue in effect indefinitely subject to the right of either party
to terminate the Agreement as set forth in Paragraph 14. CVF will, from
time to time, engage Contractor to accept delivery of, pick up, store,
refurbish, remarket, sell or otherwise dispose of (collectively "Remarket")
the Equipment pursuant to the procedures specified herein. Contractor
understands that no amount of work is guaranteed, CVF is not contracting
exclusively with Contractor hereunder, and that CVF reserves the right to
use others for the same or similar work. Contractor is being engaged on an
independent contractor basis to act as a broker in the resale of Equipment.
CVF and Contractor intend that engagements under this Agreement will be
true consignments and neither CVF nor Contractor intend that engagements
hereunder be characterized as secured transactions. In the event however,
that notwithstanding such intent and agreement, any engagement hereunder is
deemed to be a consignment intended for security, Contractor
1
{Page}
grants to CVF a first priority security interest in the Equipment subject
to such engagement(s) (including any replacements, substitutions,
additions, attachments and proceeds), and this Agreement shall constitute a
security agreement under applicable law. Contractor will deliver to CVF
signed financing statements or other documents that CVF may request to
protect CVF's interest in the Equipment. CONTRACTOR AUTHORIZES CVF TO FILE
A COPY OF THIS AGREEMENT AS A FINANCING STATEMENT AND APPOINTS CVF OR CVF'S
DESIGNEE AS CONTRACTOR'S ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON
CONTRACTOR'S BEHALF, FINANCING STATEMENTS COVERING THE EQUIPMENT. All Gross
Sales Proceeds (as defined in paragraph 11 below) are the property of CVF
and are to be held in trust by the Contractor.
2. No Discrimination. Contractor agrees to Remarket the Equipment so as to
neither favor nor discriminate against CVF. Notwithstanding the above,
Contractor agrees to use its best efforts to Remarket the Equipment, but
will refrain from using any technique, approach, method or procedure which
would be contrary to law, or detrimental or adverse to CVF's policies or to
CVF's public image.
3. Obtaining Possession of Equipment. From time to time, CVF may transmit a
Remarketing Schedule, attached hereto as Exhibit A, to Contractor to take
possession of and transport to its designated facilities, Equipment subject
to a lease in default (Repossession). Contractor shall transmit a cost
assessment related to the recovery of the Equipment within 48 hours of such
Repossession. Upon approval from CVF of the cost assessment, Contractor
shall, as the situation requires, either pick up or accept delivery of the
Equipment for Remarketing on CVF's behalf. Contractor shall have in its
possession all Equipment subject to any repossession request within 30 days
after receipt of CVF's request, unless otherwise authorized by CVF. To the
extent Contractor obtains possession of Equipment, it does so on behalf of
CVF and no title to such Equipment shall pass to Contractor. Contractor
shall keep the Equipment at the address shown above (or at such other
location(s) as CVF may from time to time authorize) and shall permit CVF
and its authorized representatives reasonable access to the Equipment
during normal business hours.
4. Receipt and Condition of Equipment. Within two (2) business days of
receipt, recovery or relocation of CVF's Equipment, Contractor shall
provide CVF with the following:
146255
|
NUR Macroprinter
As referenced in this Master Remarketing Agreement:
Nur Macroprinters – Illegible] By: Joel Jesselsohn
------------------------- --------------------------
Name/Title: Vice President Name/Title: VP Finance & CFO
----------------- ------------------
{Page}
PROGRAM AGREEMENT
LEASING AGENT: VENDOR:
American Leasing Alliance, LLC Nur Macroprinters Ltd.
d/b/a GRAPHIC ARTS CAPITAL, LLC 4671 Hwy. 90 W.
1301 Pyott Road, Suite 103 San Antonio, TX 78237
Lake In
_____________
Nur Macroprinters – such
provision or the remaining provisions of this agreement.
LEASING AGENT: VENDOR:
American Leasing Alliance, LLC
d/b/a GRAPHIC ARTS CAPITAL, LLC Nur Macroprinters Ltd.
David Stearns 7/19/01 Alol Avnon
--------------------------------- ---------------------------------
Signature Date Signature Date
David Stearns Pres. Alol Avnon
--------------------------------- ---------------------------------
Print Name Title Print Name Title
_____________
dt 226083
;
NUR America, Inc.;
| CVF Vendor Finance, Inc.
|
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| 2001 |
Remarketing Agreement
Remarketing Agreement (33K)
Doc #146541: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.5
{SEQUENCE}7
{FILENAME}dex45.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.5
NORTHROP GRUMMAN CORPORATION REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of __________________ (the
"Agreement") by and between Northrop Grumman Corporation, a Delaware corporation
(the "Company"), JPMorgan Chase Bank, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of the
Holders of Purchase Contracts (as defined in the Purchase Contract Agreement (as
defined herein)), and [ ] (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company issued $600,000,000 (or up to $690,000,000 if the
underwriter's over-allotment option was exercised in full) aggregate stated
amount of its Equity Security Units (the "Equity Security Units") under the
Purchase Contract Agreement, dated as of November 21, 2001, by and between the
Purchase Contract Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Company issued concurrently in connection with the
issuance of the Equity Security Units $600,000,000 (or up to $690,000,000 if the
underwriter's over-allotment option was exercised in full) aggregate principal
amount of 5.25% Senior Notes due November 16, 2006 (the "Notes") of the Company;
and
WHEREAS, the Notes forming a part of the Equity Security Units have
been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as
of November 21, 2001, by and among the Company, The Bank of New York, a New York
banking corporation, as collateral agent (the "Collateral Agent"), and the
Purchase Contract Agent, to secure the Equity Security Unit Holders' obligations
under the related Purchase Contract on the Stock Purchase Date; and
WHEREAS, the Remarketing Agent will attempt on the Remarketing Date to
remarket all of (i) the Notes of Normal Units Holders, other than the Notes of
Normal Units Holders who elect not to participate in the remarketing, and (ii)
the Separate Notes of Holders who elect to participate in the remarketing,
pursuant respectively to the procedures set forth in Section 5.4(b) of the
Purchase Contract Agreement and Section 4.5(d) of the Pledge Agreement (each of
which Sections is incorporated herein by reference); and
WHEREAS, in the event the remarketing on the Remarketing Date is
unsuccessful, the Remarketing Agent will remarket the Notes to be included in
the remarketing on each of the two Business Days immediately following the
Remarketing Date, and, if necessary, will attempt to remarket such Notes on each
of the three
-1-
{PAGE}
Business Days immediately preceding October 1, 2004 and, if necessary, will
further attempt to remarket such Notes on each of the three Business Days
immediately preceding the Stock Purchase Date; and
WHEREAS, in the event of a successful remarketing on the Remarketing
Date or any Subsequent Remarketing Date, as the case may be, the applicable
interest rate on the Notes included in such successful remarketing will be reset
on such Remarketing Date or on any Subsequent Remarketing Date to the Reset Rate
to be determined by the Remarketing Agent (as defined below) such that the then
current aggregate market value of the Notes will equal at least 100.50% of the
Remarketing Value (as described in the Purchase Contract Agreement) as of such
Remarketing Date or Subsequent Remarketing Date, provided that in the
determination of such Reset Rate, the Company shall, if applicable, limit the
Reset Rate to the maximum rate permitted by applicable law; and
WHEREAS, the Company has requested [ ] to act as the
Remarketing Agent, and as such to perform the services described herein; and
WHEREAS, [ ] is willing to act as the Remarketing Agent and
as such to perform such duties on the terms and conditions expressly set forth
herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Purchase Contract Agreement or, if not therein
defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
(a) The Company hereby appoints [ ] and [ ] hereby accepts
such appointment, (i) as the Remarketing Agent to determine, in consultation
with the Company, in the manner provided for herein and in the Indenture (as in
effect on the date of this Remarketing Agreement) with respect to the Notes, the
Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to
the Notes (assuming, even if not true, that all of the Notes are included in the
remarketing), enable the then current aggregate market value of the Notes to
have a value equal to at least 100.50% of the Remarketing Value as of the
Remarketing Date or as of any Subsequent Remarketing Date, as the case may be,
provided that the
-2-
{PAGE}
Company, by notice to the Remarketing Agent prior to (A) the [tenth] Business
Day preceding the Remarketing Date, with respect to any remarketing to occur on
either the Remarketing Date or the two Business Days immediately following such
Remarketing Date, (B) the [thirteenth] Business Day preceding October 1, 2004
with respect to any remarketing to occur on any of the three Business Days
immediately preceding October 1, 2004, or (C) the [thirteenth] Business Day
preceding the Stock Purchase Date with respect to any remarketing to occur on
any of the three Business Days immediately preceding such Stock Purchase Date,
shall, if applicable, limit the Reset Rate so that it does not exceed the
maximum rate permitted by applicable law, and (ii) as the exclusive Remarketing
Agent (subject to the right of such Remarketing Agent to appoint additional
remarketing agents hereunder as described below) to remarket the Notes to be
included in the remarketing on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be. The Company agrees that the Remarketing
Agent shall have the right, on 15 Business Days notice to the Company, to
appoint one or more additional remarketing agents so long as any such additional
remarketing agents shall be reasonably acceptable to the Company. Upon any such
appointment, the parties shall enter into an appropriate amendment to this
Agreement to reflect the addition of any such remarketing agent.
(b) Subject to the terms and conditions set forth herein, the
Remarketing Agent shall use its reasonable efforts to (i) remarket on the
Remarketing Date the Notes that the Purchase Contract Agent or the Custodial
Agent shall have notified the Remarketing Agent are to be remarketed at a Reset
Rate such that the then current aggregate market value of the Notes is equal to
at least 100.50% of the Remarketing Value, and (ii) in the event the Remarketing
Agent cannot establish such a Reset Rate on the Remarketing Date, attempt to
remarket such Notes on each of the two Business Days immediately following the
Remarketing Date and, if necessary, on each of the three Business Days
immediately preceding October 1, 2004, and, if necessary, on each of the three
Business Days immediately preceding the Stock Purchase Date, in each case at a
Reset Rate such that the then current aggregate market value of the Notes is
equal to at least 100.50% of the Remarketing Value, and (ii) in the event of a
Last Failed Remarketing, promptly return the Separate Notes, if any, included in
such Last Failed Remarketing to the Collateral Agent to be held by the
Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement
146541
|
 BNY
As referenced in this Remarketing Agreement:
Bank of New York, – the "Pledge Agreement"), dated as
of November 21, 2001, by and among the Company, The Bank of New York, a New York
banking corporation, as collateral agent (the "Collateral Agent"), and the
Purchase
dt 41749
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – of __________________ (the
"Agreement") by and between Northrop Grumman Corporation, a Delaware corporation
(the "Company"), JPMorgan Chase Bank, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as
JPMorgan Chase – Treasurer; if to the Remarketing Agent, to [ ]; and if to the Purchase Contract
Agent, to JPMorgan Chase Bank, 450 West 33rd Street, New York, New York 10001,
Attention: Institutional Trust Services, or
JPMORGAN CHASE – CORPORATION
By: __________________________
Name:
Title:
__________________________ [Remarketing Agent]
By: __________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
JPMORGAN CHASE BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for
dt 45801
|
Preview
Full Doc
| 2001 |
Remarketing Agreement
Remarketing Agreement (33K)
Doc #146560: Click preview link for longer preview.
NORTHROP GRUMMAN CORPORATION REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of November __, 2001 (the
"Agreement") by and between Northrop Grumman Corporation, a Delaware corporation
(the "Company"), JPMorgan Chase Bank, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of the
Holders of Purchase Contracts (as defined in the Purchase Contract Agreement (as
defined herein)), and [ ] (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company issued $______________ (or up to
$_____________ if the underwriter's over-allotment option was exercised in full)
aggregate stated amount of its Equity Security Units (the "Equity Security
Units") under the Purchase Contract Agreement, dated as of November __, 2001, by
and between the Purchase Contract Agent and the Company (the "Purchase Contract
Agreement"); and
WHEREAS, the Company issued concurrently in connection with
the issuance of the Equity Security Units $______________ (or up to
$____________ if the underwriter's over-allotment option was exercised in full)
aggregate principal amount of ___% Senior Notes due ___________, 2006 (the
"Notes") of the Company; and
WHEREAS, the Notes forming a part of the Equity Security Units
have been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"),
dated as of November __, 2001, by and among the Company, The Bank of New York, a
New York banking corporation, as collateral agent (the "Collateral Agent"), and
the Purchase Contract Agent, to secure the Equity Security Unit Holders'
obligations under the related Purchase Contract on the Stock Purchase Date; and
WHEREAS, the Remarketing Agent will attempt on the Remarketing
Date to remarket all of (i) the Notes of Normal Units Holders, other than the
Notes of Normal Units Holders who elect not to participate in the remarketing,
and (ii) the Separate Notes of Holders who elect to participate in the
remarketing, pursuant respectively to the procedures set forth in Section 5.4(b)
of the Purchase Contract Agreement and Section 4.5(d) of the Pledge Agreement
(each of which Sections is incorporated herein by reference); and
WHEREAS, in the event the remarketing on the Remarketing Date
is unsuccessful, the Remarketing Agent will remarket the Notes to be included in
-1-
{PAGE}
the remarketing on each of the two Business Days immediately following the
Remarketing Date, and, if necessary, will attempt to remarket such Notes on each
of the three Business Days immediately preceding ___________, 2004 and, if
necessary, will further attempt to remarket such Notes on each of the three
Business Days immediately preceding the Stock Purchase Date; and
WHEREAS, in the event of a successful remarketing on the
Remarketing Date or any Subsequent Remarketing Date, as the case may be, the
applicable interest rate on the Notes included in such successful remarketing
will be reset on such Remarketing Date or on any Subsequent Remarketing Date to
the Reset Rate to be determined by the Remarketing Agent (as defined below) such
that the then current aggregate market value of the Notes will equal at least
100.50% of the Remarketing Value (as described in the Purchase Contract
Agreement) as of such Remarketing Date or Subsequent Remarketing Date, provided
that in the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law; and
WHEREAS, the Company has requested [ ] to
act as the Remarketing Agent, and as such to perform the services described
herein; and
WHEREAS, [ ] is willing to act as the
Remarketing Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement, in
the recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Purchase Contract Agreement or, if not therein
defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
(a) The Company hereby appoints [ ] and [ ]
hereby accepts such appointment, (i) as the Remarketing Agent to determine, in
consultation with the Company, in the manner provided for herein and in the
Indenture (as in effect on the date of this Remarketing Agreement) with respect
to the Notes, the Reset Rate that, in the opinion of the Remarketing Agent,
will, when applied to the Notes (assuming, even if not true, that all of the
Notes are included in the remarketing), enable the then current aggregate market
146560
|
BNY
As referenced in this Remarketing Agreement:
Bank of New York, – the "Pledge Agreement"),
dated as of November __, 2001, by and among the Company, The Bank of New York, a
New York banking corporation, as collateral agent (the "Collateral Agent"), and
the Purchase
dt 41751
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – __, 2001 (the
"Agreement") by and between Northrop Grumman Corporation, a Delaware corporation
(the "Company"), JPMorgan Chase Bank, not individually but solely as Purchase
Contract Agent (the "Purchase Contract Agent") and as
JPMorgan Chase – Treasurer; if to the Remarketing Agent, to [ ];
and if to the Purchase Contract Agent, to JPMorgan Chase Bank, 450 West 33rd
Street, New York, New York 10001, Attention: Institutional Trust Services, or
JPMORGAN CHASE – CORPORATION
By:_______________________
Name:
Title:
__________________________
[Remarketing Agent]
By:_______________________
Name:
Title:
CONFIRMED AND ACCEPTED:
JPMORGAN CHASE BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for
dt 45803
|
Preview
Full Doc
| 2003 |
Contract for the Supply of Microir Imaging Modules
Contract for the Supply of Microir Imaging Modules (36K)
Doc #147302: Click preview link for longer preview.
CONTRACT
FOR THE SUPPLY OF
MicroIR IMAGING MODULES
between
FLIR Systems AB
Rinkebyvagen 19
Danderyd
Sweden
and
BAE SYSTEMS
Information and Electronic Systems Integration Inc.
2 Forbes Road
Lexington, Massachusetts 02421-7306
United States of America
Page 1
CONTRACT FOR THE SUPPLY OF MicroIR IMAGING MODULES
This is a Contract (The Contract) by and between FLIR Systems AB, (hereinafter called the Buyer), having a place of business at Rinkebyvagen 19, Danderyd, Sweden, BAE SYSTEMS Information and . . .
147302
|
FLIR Systems
As referenced in this Contract for the Supply of Microir Imaging Modules:
FLIR Systems – UNCOOLED IMAGING MODULES
Exhibit 10.17
CONTRACT
FOR THE SUPPLY OF
MicroIR IMAGING MODULES
between
FLIR Systems AB
Rinkebyvagen 19
Danderyd
Sweden
and
BAE SYSTEMS
Information and Electronic Systems Integration Inc.
2
FLIR Systems – THE SUPPLY OF MicroIR IMAGING MODULES
This is a Contract (The Contract) by and between FLIR Systems AB, (hereinafter called the Buyer), having a place of business at Rinkebyvagen 19, Danderyd, Sweden,
FLIR Systems – the day and year last written below.
BAE SYSTEMS
Information and Electronic Systems Integration Inc.
FLIR Systems AB
by
/s/ Michael P. Mawn
by
/s/ Arne Almerfors
Title
Manager of Contracts
Title
FLIR Systems – 2002
Date
2002 07 04
In consideration of the exclusivity granted by the Seller to FLIR Systems AB hereunder, and in further consideration of the mutual benefits to be derived from the
FLIR Systems, – further consideration of the mutual benefits to be derived from the performance of this Contract, FLIR Systems, Inc., as parent corporation of FLIR Systems AB, hereby agrees to be bound by
dt 28066
;
| BAE Systems Information and Electronic Systems Integration Inc.
|
Preview
Full Doc
| 2002 |
Alliance Agreement
Alliance Agreement (109K)
Doc #164930: Click preview link for longer preview.
ALLIANCE AGREEMENT
This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of
October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE"),
BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport
Machines Limited, a limited liability company incorporated in England and Wales
("BML").
PRELIMINARY STATEMENT
Hardinge, BML and BPT Holdings, Inc., the parent corporation of BPT,
previously entered into that certain Letter of Intent dated as September 16,
2002 (the "LOI"), pursuant to which the parties agreed to pursue negotiations
towards a definitive agreement based on a Memorandum of Understanding attached
to the LOI (the "MOU"). The parties now desire to enter into this Agreement in
furtherance of their business relationships. Therefore, intending to be legally
bound by this Agreement, and in consideration of the mutual promises set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which is acknowledged by the parties, Hardinge, BPT and BML agree as follows:
AGREEMENT
Section 1. DEFINITIONS. As used in this Agreement, each of the defined
terms set forth below has the following meaning:
ACCESSORY means an accessory product, the purpose of which is to augment
the function of a Product, and does not include a Spare.
AFFILIATE means, with respect to a particular entity, any other entity
directly or indirectly controlling, controlled by or under common control with,
such entity. For purposes of this definition, "control" means the ownership or
control, by contract or otherwise, of more than 50% of the voting securities of
an entity, or the right to appoint or elect a majority of the Board of Directors
of an entity.
BMI means Bridgeport Machines, Inc., a debtor in possession.
BMI PRODUCT SERVICES means service engineering and technical support
services ***********************************************************************
**** for products produced prior to the date of this Agreement by the
Connecticut facility of BMI, such products including but not being limited to
knee mills and the XV range of Vertical Machine Centers.
BML PROGRAM MANAGER means the person designated from time to time by BML to
perform certain obligations on behalf of BML as contemplated in Section 2 below.
CHANGE OF CONTROL TRANSACTION is defined in Section 10.3.
----------
{****} Confidential treatment requested and the redacted material has been
separately filed with the Commission.
-1-
{Page}
CONTROL is defined in Section 10.3.
COPYRIGHTS means the United States copyrights listed on SCHEDULE A to this
Agreement, as that Schedule may be amended from time to time by the parties.
ELMIRA FACILITY means the office, manufacturing, warehousing and
distribution facility owned by Hardinge located at One Hardinge Drive, Elmira,
New York.
FORCE MAJEURE EVENT is defined in Section 6.4.
GOVERNING DOCUMENTS means with respect to any entity, (a) the articles or
certificate of incorporation, formation or association, and bylaws of a
corporation; (b) all shareholders' agreements, voting agreements, joint venture
agreements, registration rights agreements or other agreements or documents
relating to the organization, management or operation of such corporation or
relating to the rights, duties and obligations of the shareholders of such
corporation, or any operating agreement incorporating any or all of the
foregoing elements; and (c) any amendment or supplement to any of the foregoing.
HARDINGE PROGRAM MANAGER means the person designated from time to time by
Hardinge to perform certain obligations on behalf of Hardinge as contemplated in
Section 2 below.
INTELLECTUAL PROPERTY RIGHTS means the Patent Rights, Marks and Copyrights,
collectively.
KNEE MILL PRODUCTS means products falling under the description "Milling
machines, knee-type, UK customs tariff codes 845951 00 (numerically controlled)
and 845959 00 (other) as defined in section XVI of the UK Customs Tariff volume
2, section VI.
MARKS means the United States and Canadian trademarks and trade names
listed on SCHEDULE A to this Agreement, as that Schedule may be amended from
time to time.
NET SALES means the gross sales price actually charged in the sale of a (i)
Product, (ii) a Spare, (iii) an Accessory or (iii) any other item bearing any
Mark, less:
(i) customary trade, quantity or ************** (other than in respect
of sales to BML, BPT or their Affiliates), rebates, and non-affiliated brokers'
or agents' commissions actually allowed and taken;
(ii) freight and other transportation costs, including insurance
charges, and duties, tariffs, sales and excise taxes and other governmental
charges based directly on sales, turnover or delivery of the specified Products
and actually paid or allowed; and
(iii) in the case of Products, Accessories and Spares only, amounts
charged for Product Services sold at the same time as the specified Products,
Accessories or Spares, PROVIDED that any such Product Services are separately
charged and itemized.
164930
|
Citibank
As referenced in this Alliance Agreement:
Citibank, N.A. – made by
Hardinge under this Agreement shall be converted, prior to payment, into
United States dollars at the applicable rate of exchange of Citibank, N.A. ,
in New York, New York, on the last day of the payment period in which such
transaction occurred.
6.3.5 OVERDUE
_____________
dt 146041
;
Hardinge
As referenced in this Alliance Agreement:
Hardinge – herein with
asterisks (****).
ALLIANCE AGREEMENT
This Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of
October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE"),
BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport
Machines Limited, a limited liability company
_____________
"HARDINGE" – Alliance Agreement ("AGREEMENT") is entered into as of the 29th day of
October, 2002, by and among Hardinge Inc., a New York corporation ("HARDINGE" ),
BPT IP, LLC, a Delaware limited liability company ("BPT"), and Bridgeport
Machines Limited, a limited liability company incorporated in England and Wales
("
_____________
Hardinge, – LLC, a Delaware limited liability company ("BPT"), and Bridgeport
Machines Limited, a limited liability company incorporated in England and Wales
("BML").
PRELIMINARY STATEMENT
Hardinge, BML and BPT Holdings, Inc., the parent corporation of BPT,
previously entered into that certain Letter of Intent dated as September 16,
_____________
Hardinge, – the mutual promises set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which is acknowledged by the parties, Hardinge, BPT and BML agree as follows:
AGREEMENT
Section 1. DEFINITIONS. As used in this Agreement, each of the defined
terms set forth
_____________
Hardinge – Schedule may be amended from time to time by the parties.
ELMIRA FACILITY means the office, manufacturing, warehousing and
distribution facility owned by Hardinge located at One Hardinge Drive, Elmira,
New York.
FORCE MAJEURE EVENT is defined in Section 6.4.
GOVERNING DOCUMENTS means with respect to
_____________
dt 224948
;
| BPT IP, LLC;
Bridgeport Machines Limited
|
Preview
Full Doc
| 2004 |
Letter
Letter (3K)
Doc #184624: Click preview link for longer preview.
DEPARTMENT OF THE TREASURY
Employer Identification Number:
93-0136592
DLN:
17007016001002
Person to Contact:
PAULETTE COOK ID# 75048
Contact Telephone Number:
(877) 829-5500
Plan Name:
CASCADE CORPORATION SAVINGS
AND INVESTMENT PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan's operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
184624
| Jack B. Schwartz;
| Internal Revenue Service
|
Preview
Full Doc
| 2003 |
Letter
Letter (4K)
Doc #184880: Click preview link for longer preview.
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: September 20, 2002 Employer Identification Number:
41-0222640
DLN:
17007010129022
DONALDSON COMPANY INC. Person to Contact:
9301 JAMES AVE S MAIL STA 430 MARK E. HEFFKE ID# 31654
BLOOMINGTON, MN 55431 Contact Telephone Number:
(877) 829-5500
Plan Name:
DONALDSON CO INC RETIREMENT
SAVINGS PLAN
Plan Number: 007
Dear Applicant:
We have made a favorable determination on the plan identified above based
on the information you have supplied. Please keep this letter, the application
forms submitted to request this letter and all correspondence with the Internal
Revenue Service regarding your application for a determination letter in your
permanent records. You must retain this information to preserve your reliance on
this letter.
Continued qualification of the plan under its present form will depend on
its effect in operation. See section 1.401-1(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of
this favorable determination letter based on the determination requests selected
on your application forms. Publication 794 describes the information that must
be retained to have reliance on this favorable determination letter. The
publication also provide examples of the effect of a plan's operation on its
qualified status and discusses the reporting requirements for qualified plans.
Please read Publication 794.
184880
|
Donaldson
As referenced in this Letter:
DONALDSON CO – SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: September 20, 2002 Employer Identification Number:
41-0222640
DLN:
17007010129022
DONALDSON CO MPANY INC. Person to Contact:
9301 JAMES AVE S MAIL STA 430 MARK E. HEFFKE ID# 31654
BLOOMINGTON, MN 55431 Contact Telephone Number:
(
_____________
DONALDSON CO – 9301 JAMES AVE S MAIL STA 430 MARK E. HEFFKE ID# 31654
BLOOMINGTON, MN 55431 Contact Telephone Number:
(877) 829-5500
Plan Name:
DONALDSON CO INC RETIREMENT
SAVINGS PLAN
Plan Number: 007
Dear Applicant:
We have made a favorable determination on the plan identified above based
on
_____________
DONALDSON CO – Pub.
L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.
Letter 835 (DO/CG)
{PAGE}
-2-
DONALDSON CO MPANY INC
This letter may not be relied on with respect to whether the plan satisfies
the requirements of section 401(a) of
_____________
dt 220600
;
| Internal Revenue Service Department of the Treasury
|
Preview
Full Doc
| 2000 |
Operating Agreement
Operating Agreement (10K)
Doc #215222: Click preview link for longer preview.
OPERATING AGREEMENT
This Operating Agreement, dated as of September 13, 2000, is among The
Boeing Company, a Delaware corporation ("Boeing"), Boeing Capital Services
Corporation, a Delaware corporation ("BCSC"), and Boeing Capital Corporation
("BCC").
W I T N E S S E T H:
WHEREAS, BCC is a wholly-owned subsidiary of BCSC, which is a
wholly-owned subsidiary of Boeing, and BCC is intended by both BCSC and BCC to
be active in financing purchases by Boeing customers of products and services;
and
WHEREAS, it is in the interests of Boeing, BCSC and BCC that BCC has
the opportunity to provide such financing on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration for the mutual covenants and other
good and valuable consideration, the parties hereto agree as follows.
A G R E E M E N T S
SECTION 1. CUSTOMER FINANCING. BCSC agrees to tender, or cause to be
tendered, to BCC, for investment by BCC or a subsidiary thereof the opportunity,
which is tendered to BCSC under the Operating Agreement between Boeing and BCSC
dated the date hereof ("the BCSC Operating Agreement"), all of the opportunities
to finance potential customers of Boeing for any product or service (each, a
"Product"), including without limitation, all (i) leases, (ii) promissory notes,
(iii) participations in promissory notes, (iv) installment sales contracts, (v)
conditional sales contracts, and (vi) all other similar evidences of
indebtedness or title retention agreements, all of such financings to be
tendered together with any related security agreements or other lien
instruments. Such tender shall be made by BCSC at the time the potential for
customer
215222
| | Boeing Capital Services Corporation
|
Preview
Full Doc
| 2000 |
Operating Agreement
Operating Agreement (13K)
Doc #215223: Click preview link for longer preview.
OPERATING AGREEMENT
This Operating Agreement, dated as of September 13, 2000, is between
The Boeing Company, a Delaware corporation ("Boeing"), and Boeing Capital
Services Corporation, a Delaware corporation ("BCSC").
W I T N E S S E T H:
WHEREAS, BCSC is a wholly-owned subsidiary of Boeing, responsible for
financing purchases by Boeing customers of products and services; and
WHEREAS, it is in the interests of Boeing and of BCSC that BCSC has the
opportunity to provide such financing on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration for the mutual covenants and other
good and valuable consideration, the parties hereto agree as follows.
A G R E E M E N T S
SECTION 1. CUSTOMER FINANCING. Boeing agrees to tender, or cause to be
tendered, to BCSC, for investment by BCSC or a subsidiary thereof all the
opportunities to finance potential customers of Boeing for any product or
service (each, a "Product"), including without limitation, all (i) leases, (ii)
promissory notes, (iii) participations in promissory notes, (iv) installment
sales contracts, (v) conditional sales contracts, and (vi) all other similar
evidences of indebtedness or title retention agreements, all of such financings
to be tendered together with any related security agreements or other lien
instruments. Such tender shall be made by Boeing at the time the potential for
customer financing arises but no later than the time the Product with respect to
which the particular financing relates is delivered and any security interest
therefor is perfected. The provisions of this paragraph shall not apply with
respect to any customary predelivery financing, spares financing or sales to
third party leasing companies undertaken by Boeing. Boeing shall not be required
to tender to BCSC any portion of the financing taken by it in any
215223
| | Boeing Capital Services Corporation
|