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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
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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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| 2002 |
Master Remarketing Agreement
Master Remarketing Agreement (51K)
Doc #146255: Click preview link for longer preview.
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
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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
|
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Full Doc
| 2004 |
Co-Marketing Agreement
Co-Marketing Agreement (12K)
Doc #405710: Click preview link for longer preview.
Exhibit 99.1
CO- MARKETING AGREEMENT
This Co-Marketing Agreement is made this 13th day of July 2004, by and
between USA Technologies, Inc., a Pennsylvania corporation ("USA"), and
Honeywell DMC Services, L.L.C., a subsidiary of Honeywell International Inc.
("Honeywell").
BACKGROUND
USA has developed patented, proprietary energy conservation devices known
as the Energy Miser product line ("Energy Miser Products"). Honeywell and USA
intend to jointly market the Energy Miser Products to Honeywell and . . .
405710
|
Honeywell Int'l
As referenced in this Co-Marketing Agreement:
Honeywell International Inc – Marketing Agreement is made this 13th day of July 2004, by and
between USA Technologies, Inc., a Pennsylvania corporation ("USA"), and
Honeywell DMC Services, L.L.C., a subsidiary of Honeywell International Inc .
("Honeywell").
BACKGROUND
USA has developed patented, proprietary energy conservation devices known
as the Energy Miser product line ("Energy Miser Products"). Honeywell and USA
intend to jointly market the Energy
_____________
Honeywell International Inc – unrelated to defective materials and
workmanship. However and without any limitation as may be stated in this
Agreement, USA shall indemnify, defend and hold harmless Honeywell and its
parent company, Honeywell International Inc . and all their employees and agents
from and against any and all claims, suits, damages, losses and expenses arising
out of or related to the installation of Energy Miser
_____________
Honeywell International Inc – WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
USA TECHNOLOGIES, INC. HONEYWELL DMC SERVICES,
L.L.C.,
a subsidiary of Honeywell International Inc .
By: /s/ Stephen P. Herbert By: /s/ Kevin McDonough
---------------------- -----------------------
Title: President / COO Title: General Manager
_____________
dt 1020045
;
|
USA Technologies
As referenced in this Co-Marketing Agreement:
USA Technologies, Inc – Exhibit 99.1
CO- MARKETING AGREEMENT
This Co-Marketing Agreement is made this 13th day of July 2004, by and
between USA Technologies, Inc ., a Pennsylvania corporation ("USA"), and
Honeywell DMC Services, L.L.C., a subsidiary of Honeywell International Inc.
("Honeywell").
BACKGROUND
USA has developed patented, proprietary energy conservation devices known
as
_____________
USA Technologies, Inc – sent by a recognized national courier or sent by certified mail, postage
prepaid, return receipt requested, as follows, unless such address is changed by
written notice hereunder:
If to USA:
USA Technologies, Inc .
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
Attn. Stephen P. Herbert, President
If to Honeywell:
Honeywell DMC Services, L.L.C.
5 East Stow Road
Marlton, NJ 08053
_____________
USA TECHNOLOGIES, INC – compliance with any applicable securities laws or other regulatory requirements.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
USA TECHNOLOGIES, INC . HONEYWELL DMC SERVICES,
L.L.C.,
a subsidiary of Honeywell International Inc.
By: /s/ Stephen P. Herbert By: /s/ Kevin McDonough
---------------------- -----------------------
Title: President / COO Title: General Manager
_____________
dt 1538193
|