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Preview Full Doc	2000	Cooperation Agreement Cooperation Agreement (23K) Doc #244188: Click preview link for longer preview. COOPERATION AGREEMENT by and among WILLIS LEASE FINANCE CORPORATION, FLIGHTLEASE AG and SR TECHNICS GROUP November 7, 2000 Cooperation Agreement {PAGE} COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (this "Agreement") is made as of the 7th day of November, 2000 by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation ("WLFC"), FLIGHTLEASE AG, a company organized under the laws of Switzerland ("Flightlease") and SR TECHNICS GROUP, a company organized under the laws of Switzerland ("SRT"). WHEREAS, WLFC desires to issue to Flightlease, SRT and/or a subsidiary designated by them, and Flightlease and SRT desire to directly or indirectly acquire from WLFC, common stock of WLFC as described and on the terms and conditions set forth in the Investment Agreement dated as of the date hereof (the "Investment Agreement") among the parties hereto, and in conjunction with the transactions contemplated thereby, the parties hereto desire to set forth their understanding on the on-going conduct of their respective businesses in relation to aircraft engines and related aviation equipment, with effect from and after the closing of the transactions contemplated by the Investment Agreement. NOW, THEREFORE, the parties hereto confirm their understanding as follows: 1. Composition of WLFC's Engine Portfolio. WLFC shall ensure that at least 1 member of WLFC's Steering Committee established and maintained in accordance with the Stockholders' Agreement (as defined in the Investment Agreement) shall be a person appointed by Flightlease and/or SRT and shall otherwise use its reasonable commercial efforts to reasonably ensure that aircraft engines of the make, model, type and sub-type that represent any portion of the aircraft leasing business of Flightlease or any of its subsidiaries from time to time or the maintenance business of SRT or any of its subsidiaries from time to time and as to which Flightlease or SRT, as the case may be, has expressed to WLFC a need for WLFC's spares support, will be available from the portfolio of aircraft engines held or obtained by WLFC (the "WLFC Engines"), it being understood, however, that nothing contained herein shall restrict WLFC's ability, in the normal conduct of its business, to utilize WLFC Engines that have not been placed with Flightlease, SRT or Designated Customers (as defined in Section 2 below) pursuant to this Agreement. In furtherance and without limiting the generality of the foregoing, WLFC hereby agrees that (a) if there should from time to time be engines that represent any portion of such businesses of Flightlease, SRT or any of their respective subsidiaries and as to which Flightlease or SRT has expressed to WLFC a need for WLFC's spares support, that is not then in WLFC's engine portfolio, then, upon consultation with SRT, and agreement on commercially reasonable terms, WLFC shall introduce such engines of the appropriate type into its portfolio, and (b) WLFC shall provide to SRT quarterly reports, commencing with a report on or about December 31, 2000, as to the types of WLFC Engines that are available for lease or purchase from WLFC, and SRT shall be afforded a 2-week period to elect to lease or purchase, as the case may be, any one or more of the WLFC Engines identified in such quarterly report. Flightlease and SRT shall also provide quarterly reports, commencing with a report on or about December 31, 2000, as to their anticipated requirements for WLFC Engine support. 2. Availability of Engines from WLFC. (a) Long-Term Lease. Excluding the engines subject to the General Terms Engine Lease Agreement to be entered into between WLFC (or a trustee or other designee of WLFC) and SR Technics AG, and the individual Aircraft Engine Lease 244188	SR Technics SR Technics Group ( Miscellany ) As referenced in this Cooperation Agreement: SR TECHNICS GROUP – REQUESTED. UNREDACTED VERSION SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.] COOPERATION AGREEMENT by and among WILLIS LEASE FINANCE CORPORATION, FLIGHTLEASE AG and SR TECHNICS GROUP November 7, 2000 Cooperation Agreement {PAGE} COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (this "Agreement") is made as of the 7th day of November, _____________ SR TECHNICS GROUP, – by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation ("WLFC"), FLIGHTLEASE AG, a company organized under the laws of Switzerland ("Flightlease") and SR TECHNICS GROUP, a company organized under the laws of Switzerland ("SRT"). WHEREAS, WLFC desires to issue to Flightlease, SRT and/or a subsidiary designated _____________ SR TECHNICS GROUP – and President FLIGHTLEASE AG By: /s/ HANS JORG HUNZIKER ------------------------------------- Hans Jorg Hunziker President By: /s/ MATTHIAS MUELLER ------------------------------------- Matthias Mueller Head of Business Development SR TECHNICS GROUP By: /s/ HANS ULRICH BEYELER ------------------------------------- Hans Ulrich Beyeler President and CEO By: /s/ GEORG RADON ------------------------------------- Georg Radon Vice-President and CFO Cooperation _____________ dt 108692 ; Willis Lease Willis Lease Finance Corp. ( Rental & Leasing ) As referenced in this Cooperation Agreement: WILLIS LEASE FINANCE – UNREDACTED VERSION SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.] COOPERATION AGREEMENT by and among WILLIS LEASE FINANCE CORPORATION, FLIGHTLEASE AG and SR TECHNICS GROUP November 7, 2000 Cooperation Agreement {PAGE} COOPERATION AGREEMENT . . . WILLIS LEASE FINANCE – this "Agreement") is made as of the 7th day of November, 2000 by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation ("WLFC"), FLIGHTLEASE AG, a company organized under the laws of Switzerland (" . . . WILLIS LEASE FINANCE – parties hereto have executed this Agreement as of the day and year first above written. WILLIS LEASE FINANCE CORPORATION By: /s/ CHARLES F. WILLIS, IV ------------------------------------- Charles F. Willis, IV Chief Executive Officer and . . . dt 72143 ;	First Union First Union Securities, Inc. ( Financial ) As referenced in this Cooperation Agreement: First Union Securities, – lease and other engine-related asset pool subject to (i) the existing WLFC Funding Corporation securitization, wherein Variable Funding Capital Corporation ("VFCC") and First Union Securities, Inc. ("First Union") are transaction participants, as amended from time to time (including increases thereof), (ii) any other securitization transaction with or _____________ dt 101381
Preview Full Doc	2004	Non-Conflict & Cooperation Agreement Non-Conflict & Cooperation Agreement (7K) Doc #339761: Click preview link for longer preview. NON-CONFLICT & COOPERATION AGREEMENT FOR THE USE OF USM TECHNOLOGY IN ADVANCED WIRELESS TELECOMMUNICATIONS SERVICES This Agreement is made and entered into effective as of the 12th day of March, 2004 by and between the following: \|X\| Nations Mobile Networks Ltd. ("NATIONS"), a British Virgin Islands corporation; and \|X\| aeroTelesis, Inc. ("AEROTELESIS"), a Delaware corporation. Nations and aeroTelesis are hereinafter jointly referred to as the Parties to this Agreement. RECITALS: Whereas, Nations (formerly known as Aerotelesis Ltd.) has previously entered into an Agreement with Photron Technologies Ltd. ("Photron"), whereby Photron agreed to exclusively supply USM wireless products & services to Nations; and Whereas, aeroTelesis (formerly known as Pacific Realm Inc.) acquired Aerotelesis Philippines Inc. ("ATP") from Nations in exchange for shares of common stock in aeroTelesis, and as part of that acquisition, aeroTelesis acquired from Nations the right to utilize and deploy the USM technology for wireless telecommunications services in the Philippines; and Whereas, Nations subsequently executed a Letter of Authorization for Photron to commercially develop and provide Photron's proprietary USM technology to aeroTelesis; and Whereas, aeroTelesis entered into a License Agreement with Photron, whereby aeroTelesis was granted the semi-exclusive right to use the USM technology in advanced wireless telephony services, such as Wireless Local Loop ("WLL") and Mobile Voice & Data Networks, as well as the exclusive right to use the USM technology in satellite communication networks; and Whereas, the Parties have expressed their desire to create a mutually beneficial business relationship which will be guided by a spirit of non-conflict and cooperation, for which there will be established guidelines concerning the use of the USM technology for wireless telecommunications services by both Nations and aeroTelesis. Page 1 of 3 {PAGE} NOW, THEREFORE, based on the foregoing premises and in consideration of the mutual promises and covenants contained herein, the parties hereto hereby agree as follows: 1. PRIMARY TERRITORIES AND THE USE OF USM In consideration of Nation's original agreement with Photron for the exclusive use of the USM technology for wireless services, aeroTelesis recognizes the existing relationships that Nations has already created for the implementation of USM wireless services in the international markets and its' ability to develop strategic partnerships with well established telecom partners. Although aeroTelesis has subsequently established a License Agreement with Photron for the semi-exclusive use of the USM technology in wireless telecommunications services, the Parties hereby agree that Nations maintains its rights to the USM technology the following territories ("Primary Territories"): o Asia Pacific Region: Korea & China o Southeast Asia: Indonesia, Vietnam, Malaysia, and Thailand o South & Central America o Middle East Furthermore, the Parties also agree that aeroTelesis has a semi-exclusive right to the USM technology for wireless telecommunications services and, in this regard, aeroTelesis can also seek to establish strategic partnerships in these same regions and others without being in conflict with Nations. The Parties maintain that they are not in conflict with each other for the use and deployment of USM and agree to inform each other in writing if either establishes a strategic partnership in a particular country and is preparing for 339761	AeroTelesis AeroTelesis Inc. ( Communications Services ) As referenced in this Non-Conflict & Cooperation Agreement: aeroTelesis, Inc – 12th day of March, 2004 by and between the following: \|X\| Nations Mobile Networks Ltd. ("NATIONS"), a British Virgin Islands corporation; and \|X\| aeroTelesis, Inc . ("AEROTELESIS"), a Delaware corporation. Nations and aeroTelesis are hereinafter jointly referred to as the Parties to this Agreement. RECITALS: Whereas, Nations (formerly _____________ aeroTelesis, Inc – entirety. This Agreement is legal and binding upon the Parties under the laws of the Republic of Singapore. SIGNATORIES Nations Mobile Networks Ltd. aeroTelesis, Inc . Name: Jhano Ajemian Name: Joseph Gutierrez Title: Director Title: President Page 3 of 3 {/TEXT} {/DOCUMENT} _____________ dt 691625
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (60K) Doc #360842: Click preview link for longer preview. COOPERATION AGREEMENT BY AND AMONG PEGASUS SATELLITE TELEVISION, INC. on its own behalf and on behalf of its direct and indirect subsidiaries that are Sellers under the Asset Purchase Agreement AND DIRECTV, INC. Dated as of July 30, 2004 ________________________________________________________ {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} {C} PAGE ARTICLE I DEFINITIONS.......................................................................1 1.1 Certain Definitions...............................................................1 1.2 Other Definitional and Interpretive Matters.......................................4 ARTICLE II OPERATIONAL MATTERS...............................................................5 2.1 Working Teams.....................................................................5 2.2 Customer Account Migration........................................................6 2.3 Customer Service Operations.......................................................7 2.4 Customer Billing and Collection Activities........................................8 2.5 Sales and Distribution Activities; Retention and Upgrade; Residence Servicing Activities....................................................8 2.6 Member Agreements.................................................................9 2.7 Existing Migration Process........................................................9 ARTICLE III COST REIMBURSEMENT...............................................................10 3.1 Customer Offers Reimbursement....................................................10 3.2 Migration Plan Reimbursement.....................................................11 3.3 Customer Conversion Reimbursement................................................11 3.4 Reimbursement Procedures.........................................................11 ARTICLE IV POST-CLOSING TRANSITION..........................................................11 4.1 Transition Services..............................................................11 4.2 Incentive Fee....................................................................12 ARTICLE V TERMINATION......................................................................12 5.1 Bankruptcy Court Approval........................................................12 5.2 Termination of Agreement.........................................................12 5.3 Procedure Upon Termination.......................................................12 5.4 Effect of Termination............................................................13 ARTICLE VI MISCELLANEOUS....................................................................14 6.1 Post-Petition Amounts Due from Pegasus to DIRECTV................................14 6.2 Audit............................................................................14 6.3 Expenses.........................................................................14 6.4 Submission to Jurisdiction; Consent to Service of Process........................14 6.5 Financial Dispute................................................................15 6.6 Waiver of Right to Trial by Jury.................................................15 6.7 Entire Agreement; Amendments and Waivers.........................................15 6.8 Governing Law....................................................................15 6.9 Notices..........................................................................16 6.10 Severability.....................................................................17 6.11 Binding Effect; Assignment.......................................................17 6.12 Non-Recourse.....................................................................18 6.13 Counterparts.....................................................................18 6.14 Reservation of Rights............................................................18 6.15 No Survival......................................................................18 {/TABLE} Schedule -------- 1.1 Customer Conversion Reimbursement 2.1(a) Working Teams {PAGE} COOPERATION AGREEMENT COOPERATION AGREEMENT, dated as of July 30, 2004, by and among Pegasus Satellite Television, Inc. ("PST") (on its own behalf and on behalf of its direct and indirect subsidiaries that are Sellers under the Asset Purchase Agreement (as defined below) (collectively with PST, "Pegasus")), and DIRECTV, Inc., a California corporation ("DIRECTV"). Witnesseth: WHEREAS, Pegasus and certain of its Affiliates, each commenced a case (collectively, the "Chapter 11 Case") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"), on June 2, 2004 by filing respective voluntary petitions with the United States Bankruptcy Court for the District of Maine (the "Bankruptcy Court"); WHEREAS, PST, Golden Sky Systems, Inc., other Affiliates of Pegasus and DIRECTV have entered into an Asset Purchase Agreement, dated as of the date hereof, as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions thereof (the "Asset Purchase Agreement") and Pegasus Satellite Communications, Inc., DIRECTV and certain other parties have entered into the Settlement Agreement; WHEREAS, the Asset Purchase Agreement, this Agreement and the Settlement Agreement are integral, interdependent parts of an overall settlement of the matters referred to in the Settlement Agreement; and WHEREAS, certain terms used in this Agreement are defined in Section 1.1. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: "Actions" shall have the meaning set forth in the Settlement Agreement. "Active Subscriber" shall have the meaning set forth in the Asset Purchase Agreement. "ADS Facility" shall have the meaning set forth in Section 2.3(a). {PAGE} "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Cooperation Agreement, by and between PST and DIRECTV (as the same may be amended, modified or supplemented from time to time in accordance with the terms and provisions hereof). "Approval Motion" shall have the meaning set forth in the Asset Purchase Agreement. "Asset Purchase Agreement" shall have the meaning set forth in the Recitals hereto. "Bankruptcy Code" shall have the meaning set forth in the Recitals hereto. "Bankruptcy Court" shall have the meaning set forth in the Recitals hereto. "Business Day" means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close. "Chapter 11 Case" shall have the meaning set forth in the Recitals hereto. "Closing" shall have the meaning set forth in the Asset Purchase Agreement. "Closing Date" shall have the meaning set forth in the Asset Purchase Agreement. "Contact Persons" shall have the meaning set forth in Section 2.1(b). "Covered Transaction" shall have the meaning set forth in the Asset Purchase Agreement. "Creditors' Committee" means the statutory committee of unsecured creditors duly appointed in the Chapter 11 Case. "Customer" means the customers of Pegasus for DIRECTV(R) services and related services and products. "Customer Conversion Reimbursement Amount" means an aggregate amount equal to the product of (i) the Excess Migration Amount, (ii) $0.77, and (iii) the number of days between the date of conversion and the Reference Date calculated for each date from the date hereof (not including the date hereof) until the Reference Date; provided, however, that in no event shall Sellers' owe DIRECTV any money under this calculation. An illustrative calculation is set forth on Schedule 1.1. 2 {PAGE} "Customer Transfer" shall have the meaning set forth in Section 2.2(b). "DIRECTV" shall have the meaning set forth in the Preamble hereto. "Dispute Statement" shall have the meaning set forth in Section 6.5. "Excess Migration Amount" means the amount obtained by subtracting (i) twelve hundred fifty (1,250) from (ii) the number of Active Subscribers, who are Qualified Subscribers as of the date hereof, that terminate existing accounts with Pegasus and activate new accounts with DIRECTV on a given date between the date hereof (not including the date hereof) and the Reference Date, such amount to be determined on a daily basis. For any given day, such amount may be positive, negative or zero. "Existing Migration Process" shall have the meaning set forth in Section 2.7(a). "Governmental Body" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private). "HSR Act" shall have the meaning set forth in the Asset Purchase Agreement. "Implementation Date" means the first day following the later of (i) the granting of the Approval Order (as defined in the Asset Purchase Agreement) and (ii) the expiration or termination of the HSR Act waiting period without any governmental order enjoining the Closing. "Incentive Fee" shall have the meaning set forth in Section 4.2. "Member Agreements" means the NRTC/Member Agreements for Marketing and Distribution of DBS Services (as amended, including in 1994) between Pegasus and NRTC. "Migration Plan" shall have the meaning set forth in Section 2.2(a). "Migration Planning" shall have the meaning set forth in Section 2.2(a). "Net Service Obligations" shall have the meaning set forth in the Asset Purchase Agreement. "NRTC" means National Rural Telecommunications Cooperative, a District of Columbia non-profit cooperative corporation. "Pegasus" shall have the meaning set forth in the Preamble hereto. "Person" means any individual, corporation, cooperative, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity. "PST" shall have the meaning set forth in the Preamble hereto. 3 {PAGE} "Purchase Price" shall have the meaning set forth in the Asset Purchase Agreement. "Qualified Subscriber" shall have the meaning set forth in the Asset Purchase Agreement. "Referee" shall have the meaning set forth in the Asset Purchase Agreement. "Reference Date" means the date which is the earlier of September 15, 2004 and the Closing Date. "Seamless Agreement" means the Revised Seamless Consumer Program, dated as of October 3, 2001, as amended, among PST, Golden Sky Systems, Inc. and DIRECTV. "Sellers" shall have the meaning set forth in the Asset Purchase Agreement. "Settlement Agreement" shall have the meaning set forth in the Asset Purchase Agreement. "Subscriber List" shall have the meaning set forth in the Asset Purchase Agreement. "Transition Period" shall have the meaning set forth in Section 4.1. 360842	DirecTV Group DirecTV Group, Inc. As referenced in this Cooperation Agreement: DIRECTV Group, Inc – DIRECTV: DIRECTV, Inc. 2230 East Imperial Highway El Segundo, CA 90245 Facsimile: 310-964-4991 Attention: Dan Fawcett Executive Vice President, General Counsel and Secretary With a copy to: The DIRECTV Group, Inc . 2250 East Imperial Highway El Segundo, California 90245 Facsimile: 310-964-0838 Attention: Larry D. Hunter Executive Vice President, General Counsel and Secretary With a copy to: Weil, Gotshal & _____________ dt 1415868 ; Akin Gump Akin, Gump, Strauss, Hauer & Feld LLP ( Legal ) As referenced in this Cooperation Agreement: Akin Gump – 16 {PAGE} With a copy to: Sidley Austin Brown & Wood LLP 1501 K.Street, NW Washington, DC 20005 Facsimile: 202 736 8711 Attention: Thomas H. Yancey With a copy to: Akin Gump Strauss Hauer & Feld, LLP 590 Madison Avenue New York, NY 10022 Facsimile: (212)872-1002 Attention: Daniel Golden, Esq. David Botter, Esq. 6.10 Severability. If any term or other _____________ dt 753077 ;	Sidley Austin Sidley Austin Brown & Wood LLP ( Legal ) As referenced in this Cooperation Agreement: Sidley Austin – to Pegasus, to: 225 City Line Avenue Bala Cynwyd, PA 19004 Facsimile: 610-934-7072 Attention: Scott Blank, Senior Vice President and General Counsel 16 {PAGE} With a copy to: Sidley Austin Brown & Wood LLP 1501 K.Street, NW Washington, DC 20005 Facsimile: 202 736 8711 Attention: Thomas H. Yancey With a copy to: Akin Gump Strauss Hauer & Feld, LLP 590 _____________ dt 746151 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Cooperation Agreement: Weil, Gotshal – DIRECTV Group, Inc. 2250 East Imperial Highway El Segundo, California 90245 Facsimile: 310-964-0838 Attention: Larry D. Hunter Executive Vice President, General Counsel and Secretary With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Facsimile: (212) 310-8007 Attention: Frederick Green, Esq. Michael Lubowitz, Esq. If to Pegasus, to: 225 City Line Avenue _____________ dt 749109
Preview Full Doc	2000	Cooperation Agreement Cooperation Agreement (54K) Doc #361601: Click preview link for longer preview. COOPERATION AGREEMENT among KELLSTROM INDUSTRIES, INC., AVIATION SALES COMPANY and AVIATION SALES DISTRIBUTION SERVICES COMPANY ------------- December 1, 2000 ------------------------------------------------------- {PAGE} COOPERATION AGREEMENT This Cooperation Agreement (this "Agreement") is entered into as of December 1, 2000 (the "Effective Date") among Kellstrom Industries, Inc., a Delaware corporation ("Kellstrom"), Aviation Sales Company, a Delaware corporation ("AVS") and Aviation Sales Distribution Services Company, a Delaware corporation ("AVSDS"). RECITALS The AVS Companies (as hereinafter defined) are engaged in, among other things, the redistribution of aircraft engines, aircraft parts and aircraft engine parts through sale, lease and exchange transactions (the "Business"). Contemporaneous with the execution of this Agreement, Kellstrom is purchasing certain assets of the Business pursuant to that certain Asset Purchase Agreement dated as of September 20, 2000 among Kellstrom, AVS and AVSDS (the "Asset Purchase Agreement"), and KAV Inventory, LLC, a Delaware limited liability company ("KAV") is purchasing certain inventory of the Business pursuant to that certain Inventory Purchase Agreement dated as of September 20, 2000, among KAV, AVS and AVSDS (the "Inventory Purchase Agreement"). As a material inducement to Kellstrom to enter into the Asset Purchase Agreement and to join in the Inventory Purchase Agreement and to consummate the transactions contemplated thereby, and as an inducement to AVS and AVSDS to enter into the Asset Purchase Agreement and the Inventory Purchase Agreement and to consummate the transactions contemplated thereby, the parties hereto agree to make the covenants and agreements contained herein on the terms and subject to the conditions contained in this Agreement. TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. As used herein, the following terms shall have the following meanings: "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act (as hereinafter defined), as in effect on the date hereof. "AVS Approved Vendor" means a vendor that meets the criteria of an acceptable vendor under the provisions of the AVS quality manual then in effect. {PAGE} "AVS Companies" means AVS and each of its Subsidiaries and each of their respective successors and assigns. "BER" with respect to any Part means a part that is beyond economic repair. "Business Day" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Miami, Florida. "Consignment Agreement" means that certain Consignment Agreement between KAV and Kellstrom of even date herewith. "Contract" means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, lease agreement, exchange agreement, license agreement, instrument, purchase or sales order, commitment, undertaking or obligation, in each case, whether written or oral, express or implied. "Designated Locations" means (i) each location specified as a "Designated Location" on Schedule 1.1, and (ii) subject to any restrictions or requirements contained in the Kellstrom Credit Facility (as defined in the Asset Purchase Agreement) and the Senior Credit Facility (as defined in the Inventory Purchase Agreement), each other location to which Kellstrom hereafter consents upon written request of AVS Companies to designate as a Designated Location (which consent shall not be unreasonably withheld or delayed). "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor thereto, and any rules and regulations promulgated thereunder. "Exchange Pool" means a pool of Parts made available to the AVS Companies for use by them in exchange arrangements with third parties. "Fair Market Value" means, with respect to any Part, an amount equal to the arithmetic mean of the prices in United States dollars at which Parts of the same type and quality as, or of a type and quality similar to or reasonably interchangeable with, the Part so used (if any), shall, during the three-month period ending on the date such Part is so used 2 {PAGE} (or such longer period as may be necessary to have at least three (3) relevant transactions within the relevant period), have been invoiced for sale by Kellstrom, in arm's length transactions to purchasers who are not affiliated with, do not control or are not controlled by, or under common control 361601	Air France Air France ( Airline ) As referenced in this Cooperation Agreement: Air France, – ASLC"). Notwithstanding anything to the contrary contained in Section 4.5, if ASLC shall at any time elect to dispose of any Parts owned by it and on lease to Air France, it shall only do so as follows: (a) ASLC shall obtain a Qualified Offer to purchase such Parts and shall promptly deliver written notice to Kellstrom attaching a copy _____________ dt 1548390 ; TIMCO Aviation TIMCO Aviation Services Inc. ( Aerospace ) ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Cooperation Agreement: Akerman, Senterfitt – the other party): (a) if to Kellstrom to: Kellstrom Industries, Inc. 1100 International Parkway Sunrise, Florida 33323 Attn: Zivi R. Nedivi, President Telecopy: (954) 858-2449 with a copy to: Akerman, Senterfitt & Eidson, P.A. 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, Florida 33301 Attn: Bruce I. March, Esq. Telecopy: (954) 463-2224 (b) if to AVS or AVSDS _____________ dt 1317737
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (22K) Doc #399483: Click preview link for longer preview. COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (ï¿½Cooperation Agreementï¿½ or ï¿½Agreementï¿½) is made this 9th day of December, 2003, by and between Global Crossing Limited (formerly GC Acquisition Ltd.) (ï¿½New Global Crossingï¿½), and the individuals signatory hereto in their capacities as Estate Representative under the Plan (the ï¿½Estate Representativeï¿½) and as, or on the behalf of, the Liquidating Trustee under the Liquidating Trust Agreement (the ï¿½Liquidating Trusteeï¿½), and not in their individual capacities (all references to the Estate Representative herein shall mean the . . . 399483	Global Crossing Global Crossing Ltd. ( Communications Services ) As referenced in this Cooperation Agreement: Global Crossing Limited – AS OF DECEMBER 9, 2003 Exhibit 10.8 EXECUTION COPY COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (Cooperation Agreement or Agreement) is made this 9th day of December, 2003, by and between Global Crossing Limited (formerly GC Acquisition Ltd.) (New Global Crossing), and the individuals signatory hereto in their capacities as Estate Representative under the Plan (the Estate Representative) and as, or on the _____________ Global Crossing Ltd – Trustee), and not in their individual capacities (all references to the Estate Representative herein shall mean the Estate Representative or the Liquidating Trustee, as the case may be). RECITALS WHEREAS, Global Crossing Ltd ., a Bermuda corporation (Old Global Crossing), and 79 of its direct and indirect subsidiaries (the US Debtors) commenced reorganization cases by filing petitions for relief under Chapter 11 of _____________ Global Crossing Limited – have executed this Cooperation Agreement or caused this Cooperation Agreement to be duly executed by their respective representatives thereunto duly authorized as of the day and year first above written. Global Crossing Limited (formerly GC Acquisition Ltd.) By: /s/ Mitchell Sussis Name: Mitchell Sussis Title: Vice President Estate Representative By: /s/ Theodore Altman Name: Theodore Altman By: /s/ David J. Ferrari Name: _____________ dt 1319401
Preview Full Doc	2003	Cooperation Agreement Cooperation Agreement (24K) Doc #399517: Click preview link for longer preview. COOPERATION AGREEMENT THIS COOPERATION AGREEMENT ("Cooperation Agreement" or "Agreement") is made this day of December, 2003, by and between Global Crossing Limited (formerly --- GC Acquisition Ltd.) ("New Global Crossing"), and the individuals signatory hereto in their capacities as Estate Representative under the Plan (the "Estate Representative") and as, or on the behalf of, the Liquidating Trustee under the Liquidating Trust Agreement (the "Liquidating Trustee"), and not in . . . 399517	Global Crossing Global Crossing Ltd. ( Communications Services ) As referenced in this Cooperation Agreement: Global Crossing Limited – txt {DESCRIPTION}FORM OF COOPERATION AGREEMENT {TEXT} {PAGE} Exhibit 10.10 COOPERATION AGREEMENT THIS COOPERATION AGREEMENT ("Cooperation Agreement" or "Agreement") is made this day of December, 2003, by and between Global Crossing Limited (formerly --- GC Acquisition Ltd.) ("New Global Crossing"), and the individuals signatory hereto in their capacities as Estate Representative under the Plan (the "Estate Representative") and as, or on the _____________ Global Crossing Ltd – Trustee"), and not in their individual capacities (all references to the Estate Representative herein shall mean the Estate Representative or the Liquidating Trustee, as the case may be). RECITALS WHEREAS, Global Crossing Ltd ., a Bermuda corporation ("Old Global Crossing"), and 79 of its direct and indirect subsidiaries (the "US Debtors") commenced reorganization cases by filing petitions for relief under Chapter 11 of _____________ Global Crossing Limited – have executed this Cooperation Agreement or caused this Cooperation Agreement to be duly executed by their respective representatives thereunto duly authorized as of the day and year first above written. Global Crossing Limited (formerly GC Acquisition Ltd.) By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Estate Representative By: ------------------------------------ Name: ---------------------------------- By: ------------------------------------ Name: ---------------------------------- By: ------------------------------------ Name: ---------------------------------- By: ------------------------------------ Name: ---------------------------------- By: ------------------------------------ Name: ---------------------------------- -8- {/TEXT} {/DOCUMENT} _____________ dt 1319418
Preview Full Doc	2005	Cooperation Agreement Cooperation Agreement (47K) Doc #412751: Click preview link for longer preview. COOPERATION AGREEMENT 800 MHZ SPECTRUM REBANDING This Cooperation Agreement 800 MHz Spectrum Rebanding ("Agreement") is made as of this 7th day of March 2005, by and between NEXTEL COMMUNICATIONS, INC., a Delaware corporation ("Nextel"), and NEXTEL PARTNERS INC., a Delaware corporation ("Nextel Partners"). Nextel and Nextel Partners may be referred to in this Agreement individually as the "Party" and collectively as the "Parties." . . . 412751	Nextel Nextel Communications Inc. ( Communications Services ) As referenced in this Cooperation Agreement: NEXTEL COMMUNICATIONS, INC – EXHIBIT 10.83 COOPERATION AGREEMENT 800 MHZ SPECTRUM REBANDING This Cooperation Agreement 800 MHz Spectrum Rebanding ("Agreement") is made as of this 7th day of March 2005, by and between NEXTEL COMMUNICATIONS, INC ., a Delaware corporation ("Nextel"), and NEXTEL PARTNERS INC., a Delaware corporation ("Nextel Partners"). Nextel and Nextel Partners may be referred to in this Agreement individually as the "Party" and _____________ NEXTEL COMMUNICATIONS, INC – MHz SPECTRUM REBANDING shall be effective as a binding agreement between the Parties upon being fully executed by the Parties indicated below and shall remain in effect as provided herein. NEXTEL COMMUNICATIONS, INC NEXTEL PARTNERS, INC. By: /s/ Christopher T. Rogers By: /s/ Donald J. Manning -------------------------- ---------------------- Name: Christopher T. Rogers Name: Donald J. Manning Title: SVP Title: Vice President and General Counsel _____________ dt 1515523 ;	Nextel Partners Nextel Partners, Inc. ( Communications Services ) As referenced in this Cooperation Agreement: NEXTEL PARTNERS INC – REBANDING This Cooperation Agreement 800 MHz Spectrum Rebanding ("Agreement") is made as of this 7th day of March 2005, by and between NEXTEL COMMUNICATIONS, INC., a Delaware corporation ("Nextel"), and NEXTEL PARTNERS INC ., a Delaware corporation ("Nextel Partners"). Nextel and Nextel Partners may be referred to in this Agreement individually as the "Party" and collectively as the "Parties." RECITALS A. On August _____________ Nextel Partners, Inc – and/or valuation. (b) Operating Agreements. For purposes of this Agreement, the term "Operating Agreements" means that certain Joint Venture Agreement dated as of January 29, 1999 by and among Nextel Partners, Inc ., Nextel Partners Operating Corp. and Nextel WIP Corp and the Transaction Documents listed and defined on Exhibit 1 to the Joint Venture Agreement. (c) Indemnification. Each Party (the "Indemnifying _____________ Nextel Partners, Inc – Operations, Inc. 2000 Edmund Halley Drive, 4th Floor Reston, Virginia 20191 Attn: Geoffrey M. Stearn and Heather Palmer Brown Telephone: (703) 433-4000 Facsimile: (703) 433-4483 To Nextel Partners: Nextel Partners, Inc . 4500 Carillon Point Kirkland, WA 98033 Attention: Scott Peabody and Dave Aas Telephone: 425-576-3644 and 425-576-3640 Facsimile: 952-238-7618 and 952-238-7445 With _____________ Nextel Partners, Inc – Point Kirkland, WA 98033 Attention: Scott Peabody and Dave Aas Telephone: 425-576-3644 and 425-576-3640 Facsimile: 952-238-7618 and 952-238-7445 With a copy to: Nextel Partners, Inc . 4500 Carillon Point Kirkland, WA 98033 Attention: General Counsel Telephone: 425-576-3660 Facsimile: 425-576-3650 (c) Counterparts. This Agreement may be executed in any number of counterparts, _____________ NEXTEL PARTNERS, INC – shall be effective as a binding agreement between the Parties upon being fully executed by the Parties indicated below and shall remain in effect as provided herein. NEXTEL COMMUNICATIONS, INC NEXTEL PARTNERS, INC . By: /s/ Christopher T. Rogers By: /s/ Donald J. Manning -------------------------- ---------------------- Name: Christopher T. Rogers Name: Donald J. Manning Title: SVP Title: Vice President and General Counsel Date: March 7, _____________ dt 1422973
Preview Full Doc	2006	Registration Rights and Cooperation Agreement Registration Rights and Cooperation Agreement (71K) Doc #930112: Click preview link for longer preview. REGISTRATION RIGHTS AND COOPERATION AGREEMENT BETWEEN GENESYS S.A. AND THE INVESTORS DATED [ ] 2006 1 REGISTRATION RIGHTS AND COOPERATION AGREEMENT This REGISTRATION RIGHTS AND COOPERATION AGREEMENT (this “Agreement”), is made as of the [•] day of [ •], 2006, between: 1. GENESYS S.A. (“Genesys ”), . . . 930112	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Registration Rights and Cooperation Agreement: Cleary Gottlieb – 44 05 52 00 16 If to Genesys, to: Genesys S.A. [954-980, avenue Jean Mermoz] [34000 Montpellier, France] Attention: [ •] Tel: +[•] Fax: +[•] With a copy to: Cleary Gottlieb Steen & Hamilton LLP 12 rue de Tilsitt 75008 Paris, FRANCE Attention: Andrew A. Bernstein Tel: +33 1 40 74 68 60 Fax: +33 1 45 63 66 37 All _____________ dt 1728679
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (60K) Doc #990524: Click preview link for longer preview. COOPERATION AGREEMENT BY AND AMONG PEGASUS SATELLITE TELEVISION, INC. on its own behalf and on behalf of its direct and indirect subsidiaries that are Sellers under the Asset Purchase Agreement AND DIRECTV, INC. Dated as of July 30, 2004 -------------------------------------------------------- <PAGE> TABLE OF CONTENTS . . . 990524	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Cooperation Agreement: Weil, Gotshal – DIRECTV Group, Inc. 2250 East Imperial Highway El Segundo, California 90245 Facsimile: 310-964-0838 Attention: Larry D. Hunter Executive Vice President, General Counsel and Secretary With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Facsimile: (212) 310-8007 Attention: Frederick Green, Esq. Michael Lubowitz, Esq. If to Pegasus, to: 225 City Line Avenue _____________ dt 1709156
Preview Full Doc	2006	Cooperation Agreement Cooperation Agreement (23K) Doc #1088651: Click preview link for longer preview. Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”), dated as of March 20, 2006, is entered into by and among Kerzner International Limited, an international business company incorporated under the laws of The Commonwealth of The Bahamas (the “Company”), Solomon Kerzner (“SK”) and Howard B. Kerzner (“HBK”). WHEREAS, concurrently with the execution and delivery of this Agreement, the . . . 1088651	Kerzner Kerzner International Ltd. ( Casinos & Gaming ) As referenced in this Cooperation Agreement: Kerzner International Limited, – AGREEMENT Cooperation Agreement Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”), dated as of March 20, 2006, is entered into by and among Kerzner International Limited, an international business company incorporated under the laws of The Commonwealth of The Bahamas (the “Company”), Solomon Kerzner (“SK”) and Howard B. Kerzner (“HBK&# _____________ Kerzner International Limited – and other communications to any part hereunder shall be in writing (including facsimile or similar writing) and shall be given: if to SK or HBK, to: c/o Kerzner International Limited Coral Towers Paradise Island Attention: Giselle M. Pyfrom Fax: +1 242 363 2767 if to the Company, to: Kerzner International Limited 730 Fifth Avenue -- Fifth Floor New _____________ Kerzner International Limited – SK or HBK, to: c/o Kerzner International Limited Coral Towers Paradise Island Attention: Giselle M. Pyfrom Fax: +1 242 363 2767 if to the Company, to: Kerzner International Limited 730 Fifth Avenue -- Fifth Floor New York, New York 10019 Attention: Richard Levine Fax: (212) 659-5196 Section 2.3. Governing Law. This Agreement shall _____________ KERZNER INTERNATIONAL LIMITED – blank] 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. KERZNER INTERNATIONAL LIMITED By: /s/ Eric Siegal Name: Eric Siegal Title: Chairman of the Special Committee &# _____________ dt 1398818
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (31K) Doc #1187001: Click preview link for longer preview. Cooperation Agreement THIS COOPERATION AGREEMENT (this ï¿½Agreementï¿½), is entered into this 18^th day of October, 2004 (the ï¿½Effective Dateï¿½) by and between ViroPharma Incorporated (ï¿½ViroPharmaï¿½), a corporation organized and existing under the laws of the State of Delaware with offices located at 397 Eagleview Boulevard, Exton, PA 19341 and Eli Lilly and Company (ï¿½Lillyï¿½), a corporation organized and existing under the laws of the State of Indiana with offices located at Lilly Corporate Center, Indianapolis, Indiana 46285. ViroPharma and Lilly are sometimes referred to herein . . . 1187001	ViroPharma ViroPharma Inc. ( Pharmaceutical Preparations ) As referenced in this Cooperation Agreement: ViroPharma – htm COOPERATION AGREEMENT Exhibit 10.4 EXECUTION COPY Cooperation Agreement THIS COOPERATION AGREEMENT (this Agreement), is entered into this 18th day of October, 2004 (the Effective Date) by and between ViroPharma Incorporated (ViroPharma), a corporation organized and existing under the laws of the State of Delaware with offices located at 397 Eagleview Boulevard, Exton, PA 19341 and Eli Lilly and Company ( _____________ (ViroPharma) – AGREEMENT Exhibit 10.4 EXECUTION COPY Cooperation Agreement THIS COOPERATION AGREEMENT (this Agreement), is entered into this 18th day of October, 2004 (the Effective Date) by and between ViroPharma Incorporated (ViroPharma) , a corporation organized and existing under the laws of the State of Delaware with offices located at 397 Eagleview Boulevard, Exton, PA 19341 and Eli Lilly and Company (Lilly), _____________ ViroPharma – 19341 and Eli Lilly and Company (Lilly), a corporation organized and existing under the laws of the State of Indiana with offices located at Lilly Corporate Center, Indianapolis, Indiana 46285. ViroPharma and Lilly are sometimes referred to herein individually as a Party and collectively as Parties. In consideration of the mutual covenants and agreements set forth in this Agreement, the Parties _____________ ViroPharma – collectively as Parties. In consideration of the mutual covenants and agreements set forth in this Agreement, the Parties agree as follows: 1. Explanatory Statement and Definitions. (a) Background. Lilly and ViroPharma have entered into an Assignment, Transfer and Assumption Agreement dated of even date herewith (the Assignment Agreement) pursuant to which ViroPharma has, among other things, agreed to purchase from Lilly _____________ ViroPharma – 1. Explanatory Statement and Definitions. (a) Background. Lilly and ViroPharma have entered into an Assignment, Transfer and Assumption Agreement dated of even date herewith (the Assignment Agreement) pursuant to which ViroPharma has, among other things, agreed to purchase from Lilly the United States rights to the Marketed Product. Lilly currently manufactures the Marketed Product and, pursuant to the Manufacturing Agreement to _____________ dt 1401360 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Cooperation Agreement: Piper Rudnick – HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Page 8 of 10 With copies to: Piper Rudnick LLP 6225 Smith Avenue Baltimore, MD 21209-3600 Facsimile: (410) 580-3001 Attn: Howard S. Schwartz, Esq. or in any case to such other address or addresses as hereafter _____________ dt 1375445
Preview Full Doc	2000	Network Services, Marketing and Cooperation Agreement Network Services, Marketing and Cooperation Agreement (71K) Doc #1252225: Click preview link for longer preview. NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT ----------------------------------------------------- This NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") --------- is entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS, INC. ("Exodus"), a Delaware corporation, and GLOBAL CROSSING LTD. ("GCL"), a ------ Bermuda corporation. . . . 1252225	Asia Global Asia Global Crossing Ltd. ( Communications Services ) As referenced in this Network Services, Marketing and Cooperation Agreement: Asia Global Crossing Ltd – and in the text hereof shall have their respective meanings when used herein, and the following terms shall have the following meanings: 1 <PAGE> "AGC Group" shall mean Asia Global Crossing Ltd . ("AGC") and its --------- direct and indirect Subsidiaries and entities in which AGC has an ownership interest. "Affiliate" shall mean any corporation, company, partnership, joint --------- venture, firm and/or entity _____________ dt 1404568 ; Exds Exds Inc ;	Global Crossing Global Crossing Ltd. ( Communications Services ) As referenced in this Network Services, Marketing and Cooperation Agreement: GLOBAL CROSSING LTD – amended, supplemented or otherwise modified from time to time, this "Agreement") --------- is entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS, INC. ("Exodus"), a Delaware corporation, and GLOBAL CROSSING LTD . ("GCL"), a ------ Bermuda corporation. Exodus and GCL are sometimes referred to herein --- individually as a "Party" and collectively as "Parties." ----- ------- W I T N E S S E T _____________ Global Crossing Ltd – in the text hereof shall have their respective meanings when used herein, and the following terms shall have the following meanings: 1 <PAGE> "AGC Group" shall mean Asia Global Crossing Ltd . ("AGC") and its --------- direct and indirect Subsidiaries and entities in which AGC has an ownership interest. "Affiliate" shall mean any corporation, company, partnership, joint --------- venture, firm and/or entity _____________ Global Crossing Ltd – Exodus: Exodus Communications, Inc. 2831 Mission College Blvd. Santa Clara, California 95054 Telephone: 408-346-2350 Facsimile: 408-346-2420 Attention: General Counsel 12 <PAGE> If to GCL: Global Crossing Ltd . 360 North Crescent Drive Beverly Hills, California 90210 Telephone: 310-385-5200 Facsimile: 310-385-3700 Attention: General Counsel and Global Crossing Telecommunications, Inc. Carrier Services 180 South Clinton _____________ dt 1561442
Preview Full Doc	2000	Network Services, Marketing and Cooperation Agreement Network Services, Marketing and Cooperation Agreement (61K) Doc #1252227: Click preview link for longer preview. NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT ----------------------------------------------------- This NETWORK SERVICES, MARKETING AND COOPERATION AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") --------- is entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS, INC. ("Exodus"), a Delaware corporation, and ASIA GLOBAL CROSSING LTD. ("AGC"), ------ . . . 1252227	Asia Global Asia Global Crossing Ltd. ( Communications Services ) As referenced in this Network Services, Marketing and Cooperation Agreement: ASIA GLOBAL CROSSING LTD – amended, supplemented or otherwise modified from time to time, this "Agreement") --------- is entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS, INC. ("Exodus"), a Delaware corporation, and ASIA GLOBAL CROSSING LTD . ("AGC"), ------ --- a Bermuda corporation. Exodus and AGC are sometimes referred to herein individually as a "Party" and collectively as "Parties." ----- ------- W I T N E S S E T _____________ Asia Global Crossing Ltd – this Section): If to Exodus: Exodus Communications, Inc. 2831 Mission College Blvd. Santa Clara, California 95054 Telephone: 408-346-2350 Facsimile: 408-346-2420 Attention: General Counsel If to AGC: Asia Global Crossing Ltd . 360 North Crescent Drive Beverly Hills, CA 90210 Telephone: 310-385-5200 Facsimile: 310-385-3700 Attention: General Counsel 9 <PAGE> Any change to the name, address _____________ ASIA GLOBAL CROSSING LTD – this Network Services, Marketing and Cooperation Agreement as of the date first above written. EXODUS COMMUNICATIONS, INC. By: /s/ Ellen M. Hancock -------------------- Ellen M. Hancock Chief Executive Officer and Chairman ASIA GLOBAL CROSSING LTD . By: /s/ Charles F. Carroll ---------------------- Charles F. Carroll Senior Vice President and General Counsel 13 <PAGE> ANNEX A SERVICES -------- Part 1 ------ Exodus Services --------------- Internet infrastructure services incorporating: . _____________ dt 1404569 ; Exds Exds Inc ;	Global Crossing Global Crossing Ltd. ( Communications Services ) As referenced in this Network Services, Marketing and Cooperation Agreement: GLOBAL CROSSING LTD – supplemented or otherwise modified from time to time, this "Agreement") --------- is entered into as of September 28, 2000 by and between EXODUS COMMUNICATIONS, INC. ("Exodus"), a Delaware corporation, and ASIA GLOBAL CROSSING LTD . ("AGC"), ------ --- a Bermuda corporation. Exodus and AGC are sometimes referred to herein individually as a "Party" and collectively as "Parties." ----- ------- W I T N E S S E T _____________ Global Crossing Ltd – E S S E T H: ------------------- WHEREAS, pursuant to the Merger Agreement (such term and certain other defined terms are defined in Section 1 hereof), Exodus is acquiring Center from Global Crossing Ltd . ("GCL"), and the Parties have required the execution and delivery of this Agreement as a condition precedent to AGC and Exodus entering into the Merger Agreement; WHEREAS, the Exodus _____________ Global Crossing Ltd – Section): If to Exodus: Exodus Communications, Inc. 2831 Mission College Blvd. Santa Clara, California 95054 Telephone: 408-346-2350 Facsimile: 408-346-2420 Attention: General Counsel If to AGC: Asia Global Crossing Ltd . 360 North Crescent Drive Beverly Hills, CA 90210 Telephone: 310-385-5200 Facsimile: 310-385-3700 Attention: General Counsel 9 <PAGE> Any change to the name, address _____________ GLOBAL CROSSING LTD – Network Services, Marketing and Cooperation Agreement as of the date first above written. EXODUS COMMUNICATIONS, INC. By: /s/ Ellen M. Hancock -------------------- Ellen M. Hancock Chief Executive Officer and Chairman ASIA GLOBAL CROSSING LTD . By: /s/ Charles F. Carroll ---------------------- Charles F. Carroll Senior Vice President and General Counsel 13 <PAGE> ANNEX A SERVICES -------- Part 1 ------ Exodus Services --------------- Internet infrastructure services incorporating: . _____________ dt 1561443
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (60K) Doc #1292934: Click preview link for longer preview. COOPERATION AGREEMENT BY AND AMONG PEGASUS SATELLITE TELEVISION, INC. on its own behalf and on behalf of its direct and indirect subsidiaries that are Sellers under the Asset Purchase Agreement AND DIRECTV, INC. Dated as of July 30, 2004 ________________________________________________________ <PAGE> TABLE OF CONTENTS <TABLE> < . . . 1292934	Directv Holdings Directv Holdings LLC ;	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Cooperation Agreement: Weil, Gotshal – DIRECTV Group, Inc. 2250 East Imperial Highway El Segundo, California 90245 Facsimile: 310-964-0838 Attention: Larry D. Hunter Executive Vice President, General Counsel and Secretary With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Facsimile: (212) 310-8007 Attention: Frederick Green, Esq. Michael Lubowitz, Esq. If to Pegasus, to: 225 City Line _____________ dt 1709294
Preview Full Doc	2004	Cooperation Agreement Cooperation Agreement (60K) Doc #1293016: Click preview link for longer preview. COOPERATION AGREEMENT BY AND AMONG PEGASUS SATELLITE TELEVISION, INC. on its own behalf and on behalf of its direct and indirect subsidiaries that are Sellers under the Asset Purchase Agreement AND DIRECTV, INC. Dated as of July 30, 2004 ________________________________________________________ <PAGE> TABLE OF CONTENTS <TABLE> < . . . 1293016	Directv Financing Co Directv Financing Co Inc ;	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Cooperation Agreement: Weil, Gotshal – DIRECTV Group, Inc. 2250 East Imperial Highway El Segundo, California 90245 Facsimile: 310-964-0838 Attention: Larry D. Hunter Executive Vice President, General Counsel and Secretary With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Facsimile: (212) 310-8007 Attention: Frederick Green, Esq. Michael Lubowitz, Esq. If to Pegasus, to: 225 City Line _____________ dt 1709297
Preview Full Doc	2003	Technical Cooperation Agreement Technical Cooperation Agreement (50K) Doc #1537457: Click preview link for longer preview. 27^th January, 2003 TECHNICAL COOPERATION AGREEMENT between UCAL FUEL SYSTEMS LTD and ORBITAL ENGINE COMPANY (AUSTRALIA) PTY LTD and ORBITAL FLUID TECHNOLOGIES, INC This Agreement is made the 27^th day of January, 2003 between: ORBITAL ENGINE COMPANY (AUSTRALIA) PTY LTD (ABN: 56008764654) a company incorporated under the laws of Western Australia and having its registered office at 1 Whipple Street, Balcatta, . . . 1537457	Orbital Corp Orbital Corp Ltd ;	Siemens Siemens AG As referenced in this Technical Cooperation Agreement: Siemens AG – to sub-license UCAL). Without limiting the generality of the foregoing, nothing in this Agreement provides any licenses, authorizations, rights or permissions to any technology owned or controlled by a Siemens AG company. 2.13 During the Royalty Payment Period, UCAL shall be offered the right of first refusal to access new ORBITAL products developed and proposed by ORBITAL suitable for _____________ dt 1537371
Preview Full Doc	2001	Strategic Cooperation Agreement Strategic Cooperation Agreement (49K) Doc #2160180: Click preview link for longer preview. STRATEGIC COOPERATION AGREEMENT THIS STRATEGIC COOPERATION AGREEMENT (the "Agreement"), dated as of this 8th day of June 2000, is made and entered into by and among eLOT, Inc., a Virginia corporation ("Parent"), eLOTTONET Inc., a Delaware corporation ("Buyer"), and Plasmanet, Inc. a Delaware corporation ("Seller"). RECITALS WHEREAS, Seller owns and operates Internet website entitled "freelotto.com" (together with any other websites . . . 2160180	Plasmanet Inc Plasmanet Inc ;	Cahill Gordon Cahill Gordon & Reindel LLP ( Legal ) As referenced in this Strategic Cooperation Agreement: Cahill Gordon & Reindel – of completed transmission). To Parent or Buyer: eLOT, Inc. 301 Merritt 7 Corporate Park Norwalk, CT 06851 Attention: Robert Daum Barbara Anderson, Esq. Fax: (203) 840-8639 With copies to: Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Attention: Richard E. Farley, Esq. Fax: (212) 269-5420 To Seller: Plasmanet, Inc. 420 Lexington Avenue Suite 2435 New York, NY 10170 _____________ dt 1490499
Full Doc	2006	Business Cooperation Agreement Business Cooperation Agreement (18K) Doc #2187590: This document is immediately available for purchase, but does not have a preview available for viewing. 2187590	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Preview Full Doc	2006	Funding and Cooperation Agreement Funding and Cooperation Agreement (47K) Doc #2607206: Click preview link for longer preview. FUNDING AND COOPERATION AGREEMENT FUNDING AND COOPERATION AGREEMENT (this ï¿½Agreementï¿½), dated as of November 3, 2006, by and among Kingdom Hotels International, a Cayman Islands company (ï¿½Kingdomï¿½), Cascade Investment, L.L.C., a Washington limited liability company (ï¿½Cascadeï¿½ and, together with Kingdom, the ï¿½Lead Investorsï¿½), Triples Holdings Limited, an Ontario corporation (ï¿½Triplesï¿½ and, together with the Lead Investors, the ï¿½Investorsï¿½), and Isadore Sharp (ï¿½Sharpï¿½ and, together with Triples, the ï¿½Sharp Partiesï¿½; the Sharp Parties and the Lead Investors are referred to herein as the . . . 2607206	Four Seasons Four Seasons Hotels Inc. ( Hotels & Motels ) As referenced in this Funding and Cooperation Agreement: Four Seasons Hotels Inc – Lead Investors are referred to herein as the ?Parties?). R E C I T A L S: WHEREAS, the Lead Investors (or their affiliates) and Triples currently are shareholders of Four Seasons Hotels Inc . (the ?Company?) and Sharp is Chairman and CEO of the Company; WHEREAS, the Lead Investors have proposed to the Sharp Parties that the Parties make a joint proposal to _____________ dt 1776491
Preview Full Doc	2006	Funding and Cooperation Agreement Funding and Cooperation Agreement (66K) Doc #2609783: Click preview link for longer preview. FUNDING AND COOPERATION AGREEMENT FUNDING AND COOPERATION AGREEMENT (this "AGREEMENT"), dated as of November 3, 2006, by and among Kingdom Hotels International, a Cayman Islands company ("KINGDOM"), Cascade Investment, L.L.C., a Washington limited liability company ("CASCADE" and, together with Kingdom, the "LEAD INVESTORS"), Triples Holdings Limited, an Ontario corporation ("TRIPLES" and, together with the Lead Investors, the "INVESTORS"), and Isadore Sharp ("SHARP" and, together . . . 2609783	Four Seasons Four Seasons Hotels Inc. ( Hotels & Motels ) As referenced in this Funding and Cooperation Agreement: Four Seasons Hotels Inc – SHARP PARTIES"; the Sharp Parties and the Lead Investors are referred to herein as the "PARTIES"). RECITALS: WHEREAS, the Lead Investors (or their affiliates) and Triples currently are shareholders of Four Seasons Hotels Inc . (the "COMPANY") and Sharp is Chairman and CEO of the Company; WHEREAS, the Lead Investors have proposed to the Sharp Parties that the Parties make a joint proposal to _____________ dt 1776493

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