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Preview Full Doc	2001	Insurance Assistance Agreement [Form] Insurance Assistance Agreement [Form] (20K) Doc #313534: Click preview link for longer preview. FROM OF INSURANCE ASSISTANCE AGREEMENT THIS INSURANCE ASSISTANCE AGREEMENT, dated as of __________________, 2001 ("Agreement"), by and between USX Corporation, a Delaware corporation, to be --------- renamed "Marathon Oil Corporation" ("USX"), and United States Steel LLC, a --- Delaware limited liability company and wholly owned subsidiary of USX, to be renamed "United States Steel Corporation" ("SteelCo"). ------- W I T N E S S E T H: WHEREAS, this Agreement is made pursuant to and as a condition of the Agreement and Plan of Reorganization, dated as of July 31, 2001 ("Separation ---------- Agreement"), by and between USX and SteelCo, pursuant to which the respective --------- businesses of the Marathon Group of USX and the U.S. Steel Group of USX are being separated into two independent companies by merging USX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of USX ("Merger Sub"), with and into USX, subject to the terms and conditions thereof, ---------- and pursuant to Section 251 of the DGCL (the "Separation Merger"), with USX ----------------- continuing as the surviving corporation, so that immediately following the Separation Effective Time, SteelCo shall own and operate the business of the U.S. Steel Group and shall be wholly owned by the holders of the then outstanding shares of USX-U.S. Steel Group Common Stock , and the business of the Marathon Group shall be owned and operated by USX, which shall be a separate and independent entity from SteelCo and shall be wholly owned by the holders of the then outstanding shares of USX- Marathon Group Common Stock (the "Separation"); ---------- WHEREAS, prior to the date hereof, USX implemented a holding company structure by merging the then existing USX Corporation, a Delaware corporation ("Old USX"), with and into SteelCo, with SteelCo continuing as the surviving ------- entity and a wholly owned subsidiary of USX (the "HoldCo Merger"), so that ------------- immediately following the effective time of the HoldCo Merger, USX became a holding company that owns all of the outstanding equity of Marathon Oil Company ("Marathon") (which owns and operates the business of the Marathon Group) and of -------- SteelCo (which owns and operates the business of the U. S. Steel Group); WHEREAS, prior to the time of the HoldCo Merger, the Marathon Group and the U.S. Steel Group maintained independent property and business interruption insurance policies. Other types of insurance, such as general liability, employer's liability, aircraft liability, automobile liability, workers' compensation and executive risk, were purchased and held by Old USX, for the benefit of Old USX and all of its Subsidiaries; WHEREAS, following the HoldCo Merger, separate policies of insurance for certain general liability, employer's liability, automobile liability, workers' compensation, boiler and machinery, and aircraft seat accident were issued to cover (i) {PAGE} USX, Marathon and its Subsidiaries, on the one hand, and (ii) SteelCo and it Subsidiaries, on the other hand. The remaining policies of insurance held by Old USX were maintained for the benefit of USX and its Subsidiaries; and WHEREAS, the parties desire to enter into this Agreement to set forth the parties' understanding with respect to their respective responsibilities and rights with respect to various insurance policies and claims associated therewith, both prior to and after the Separation. NOW, THEREFORE, in furtherance of the foregoing and in consideration of the mutual promises and undertakings contained herein and in any other document executed in connection with this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 General. Unless otherwise defined herein, capitalized terms ------- used herein shall have their respective meanings as defined in the Separation Agreement. Section 1.2 Other Definitional Provisions. ----------------------------- (a) The words "hereof", "herein", "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) The terms "dollars" and "$" shall mean United States dollars. ARTICLE II PRE-SEPARATION INSURANCE Section 2.1 Insurance for Pre-HoldCo Merger Periods. Prior to the --------------------------------------- effective time of the HoldCo Merger, USX purchased certain policies of insurance to cover USX and its Subsidiaries, which included, without limitation, workers compensation and general liability fronting insurance. (The workers compensation and general liability fronting insurance are collectively referred to herein as the "Fronting Insurance"). From and after the effective time of the HoldCo Merger, the rights, liability and responsibility for insurance claims, retroactive reimbursements, uninsured retentions, and deductibles under the Fronting Insurance shall be as follows. 313534	Marathon Oil Marathon Oil Corp. ( Oil & Gas Operations ) ; US Steel United States Steel LLC ( Commodities ) As referenced in this Insurance Assistance Agreement [Form]: United States Steel LLC, – AGREEMENT, dated as of __________________, 2001 ("Agreement"), by and between USX Corporation, a Delaware corporation, to be --------- renamed "Marathon Oil Corporation" ("USX"), and United States Steel LLC, a --- Delaware limited liability company and wholly owned subsidiary of USX, to be renamed "United States Steel Corporation" ("SteelCo"). ------- W I T _____________ United States Steel LLC – receipt indicated on the return receipt if mailed (registered or certified, return receipt requested, properly addressed and postage prepaid). If to SteelCo, to: United States Steel LLC 600 Grant Street Suite 6100 5 {PAGE} Pittsburgh, PA 15219-4776 Attention: General Counsel Facsimile: 412-433-1131 If to USX, to: _____________ UNITED STATES STEEL LLC – its officers thereunto duly authorized, all as of the day and year first above written. USX CORPORATION By: ___________________________ Name: _________________________ Title: ________________________ UNITED STATES STEEL LLC By: ___________________________ Name: _________________________ Title: ________________________ 7 {/TEXT} {/DOCUMENT} _____________ dt 367101 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Insurance Assistance Agreement [Form]: Skadden, Arps – of all notices, requests, permissions, waivers, referrals and all other communications hereunder given prior to the Separation Effective Time shall be given to: Skadden, Arps , Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036-6522 Attention: Roger S. Aaron, Esquire Facsimile: (212) 735-2000 Section _____________ dt 513818
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #924212: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, control, . . . 924212	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President Annex A Termination of Assistance Agreement The undersigned hereby agree _____________ dt 1326867 ; Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1548945 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1360599
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #1397239: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, . . . 1397239	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President <PAGE> Annex A Termination of Assistance Agreement The undersigned _____________ dt 1326894 ; Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1548953 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1360607 ; Sodexho Marriott Services Sodexho Marriott Services Inc