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 | 2002 |
Program Agreement
Program Agreement (143K)
Doc #229862: Click preview link for longer preview.
30TH MARCH, 2001
CIBA SPECIALTY CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
AS ISSUERS
- AND -
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
- AND -
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
AS DEALERS
---------------------------------------------
PROGRAM AGREEMENT
IN RESPECT OF A U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(AMENDED AND RESTATED)
--------------------------------------------
[GRAPHIC OMITTED]
London
{PAGE}
CONTENTS
Clause Page
1. Definitions and Interpretation..........................................2
2. Agreements to Issue and Purchase Notes..................................5
3. Conditions of Issue; Updating...........................................6
4. Representations and Warranties..........................................8
5. Undertakings of the Issuers and the Guarantor..........................10
6. Indemnity..............................................................14
7. Authority to Distribute Documents......................................15
8. Dealers' Undertakings..................................................16
9. Fees, Expenses and Stamp Duties........................................16
10. Termination of Appointment of Dealers..................................17
11. Appointment of New Dealers.............................................18
12. Increase in the Aggregate Nominal Amount of the Program................18
13. Status of the Arrangers................................................19
14. Counterparts...........................................................19
15. Communications.........................................................19
16. Benefit of Agreement...................................................19
17. Currency Indemnity.....................................................20
18. Calculation Agent......................................................20
19. Stabilisation..........................................................21
20. Contracts (Rights of Third Parties) Act 1999...........................21
21. Governing Law and Jurisdiction.........................................21
Appendices
A. Initial Documentation List.............................................22
B. Selling Restrictions...................................................24
C. Part I - Form of Dealer Accession Letter - Program....................28
Part II - Form of Confirmation Letter - Program........................30
Part III - Form of Dealer Accession Letter - Note Issue................32
Part IV - Form of Confirmation Letter - Note Issue....................34
D. Letter Regarding Increase in the Nominal Amount of the Program.........36
E. Form of Subscription Agreement.........................................38
F. Form of Deed of Covenant...............................................44
Signatories.................................................................52
{PAGE}
PROGRAM AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 30th March, 2001 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States ("CSC US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England ("CSC UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse, D-
68623 Lampertheim, Germany ("CSC GERMANY");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basle, Switzerland (the "GUARANTOR");
(5) CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London
E14 4QJ;
(6) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(7) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
and
(9) UBS AG, acting through its business group UBS Warburg ("UBS WARBURG") of
1 Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as follows:
WHEREAS:
(A) CSC US, CSC UK, CSC Germany, the Guarantor and the Dealers (as defined
below) entered into an amended and restated program agreement dated 16th
June, 2000 (the "PRINCIPAL PROGRAM AGREEMENT") in respect of a
U.S.$2,000,000,000 Euro Medium Term Note Program of CSC US, CSC UK and
CSC Germany unconditionally and irrevocably guaranteed by the Guarantor.
(B) This Agreement amends and restates the Principal Program Agreement. Any
Notes issued under the Program on or after the date hereof shall be
issued pursuant to this Agreement. This does not affect any Notes issued
under the Program prior to the date of this Agreement.
{PAGE}
2
1. DEFINITIONS AND INTERPRETATION
(1) For the purposes of this Agreement, except where the context requires
otherwise:
"Agenty Agreement" means the amended and restated agreement of even date
herewith between the Issuers, the Guarantor, the Agent (as defined below)
and the other Paying Agents (as defined therein) under which the Agent is
appointed as issuing agent, principal paying agent and agent bank for the
purposes of the Program;
"Agent" means The Chase Manhattan Bank as Agent under the Agency
Agreement and any successor agent appointed by the Issuers and the
Guarantor in accordance with the Agency Agreement;
"Agreement Date" means, in respect of any Note, the date on which
agreement is reached for the issue of such Note as contemplated in Clause
2 which, in the case of Notes issued on a syndicated basis or otherwise
in relation to which a Subscription Agreement is entered into, shall be
the date upon which the relevant Subscription Agreement is signed by or
on behalf of all the parties;
"Arranger" means each of UBS Warburg and any company appointed to the
position of arranger for the Program or in respect of a particular issue
of Notes under the Program and references in this Agreement to the
"Arrangers" shall be references to the relevant Arranger;
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Confirmation Letter" means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Program, the Confirmation Letter substantially in
the form set out in Part II of Appendix C hereto; and
(b) in respect of the appointment of a third party as a Dealer for a
particular issue of Notes under the Program, the Confirmation Letter
substantially in the form set out in Part IV of Appendix C hereto;
"Dealer" means each of Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London, Goldman Sachs International, J.P. Morgan
Securities Ltd., UBS Warburg, and any New Dealer and excludes any entity
whose appointment has been terminated pursuant to Clause 10 and notice of
termination of whose appointment has been given to the Agent by the
Issuers and the Guarantor, and references in this Agreement to the
"relevant Dealer" shall, in relation to any Note, be references to the
Dealer or Dealers with whom the relevant Issuer has agreed the issue and
purchase of such Note;
"Dealer Accession Letter" means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Program, the Dealer Accession Letter substantially
in the form of Part I of Appendix C hereto; and
229862
|
McGraw-Hill Companies
As referenced in this Program Agreement:
McGraw-Hill Companies Inc – of 1933, as amended, of the
United States of America;
"Standard & Poor's" means Standard & Poor's Ratings Service, a division
of the McGraw-Hill Companies Inc ., or any successor to the rating agency
business thereof;
"Stock Exchange" means the Luxembourg Stock Exchange or any other or
further stock
_____________
dt 310509
;
UBS
As referenced in this Program Agreement:
UBS AG, – HOLDING INC.
AS GUARANTOR
- AND -
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
AS DEALERS
---------------------------------------------
PROGRAM AGREEMENT
IN RESPECT OF A U.S.$2,000,000,000
EURO
_____________
UBS AG, – Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
and
(9) UBS AG, acting through its business group UBS Warburg ("UBS WARBURG") of
1 Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as follows:
_____________
UBS AG, – 3469
Telex: 8954804 MGLTD G
Telefax: 020 7325 8225
Attention: Euro Medium Term Note Desk
Each by its duly authorised signatory: ALISTAIR FERGUSON
UBS AG, acting through its business group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
Telephone: 44 20 7567 2324
Telex: 887434 UBSW G
_____________
dt 237897
;
|
 Chase Manhattan
As referenced in this Program Agreement:
Chase Manhattan Bank – which the Agent is
appointed as issuing agent, principal paying agent and agent bank for the
purposes of the Program;
"Agent" means The Chase Manhattan Bank as Agent under the Agency
Agreement and any successor agent appointed by the Issuers and the
Guarantor in accordance with the Agency Agreement;
"
_____________
Chase Manhattan Bank – Agreement.
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
30
PART II
FORM OF CONFIRMATION LETTER - PROGRAM
[Date]
To: [Name and
_____________
Chase Manhattan Bank – of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
{PAGE}
31
For and on behalf of CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: The Chase Manhattan Bank (Agent)
[names of other Dealers at the date of accession]
{PAGE}
32
PART III
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[DATE]
_____________
Chase Manhattan Bank – This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
By:
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
34
PART IV
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name
_____________
Chase Manhattan Bank – By:
CIBA SPECIALTY CHEMICALS PLC
By:
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
{PAGE}
35
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
36
APPENDIX D
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
OF THE
_____________
dt 102325
;
GSI
As referenced in this Program Agreement:
GOLDMAN SACHS INTERNATIONAL – DEUTSCHLAND GMBH
AS ISSUERS
- AND -
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
- AND -
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
AS DEALERS
---------------------------------------------
PROGRAM AGREEMENT
IN RESPECT OF A
_____________
GOLDMAN SACHS INTERNATIONAL – LIMITED of One Cabot Square, London
E14 4QJ;
(6) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(7) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
_____________
Goldman Sachs International – set out in Part IV of Appendix C hereto;
"Dealer" means each of Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London, Goldman Sachs International , J.P. Morgan
Securities Ltd., UBS Warburg, and any New Dealer and excludes any entity
whose appointment has been terminated pursuant to
_____________
GOLDMAN SACHS INTERNATIONAL – House
1 Great Winchester Street
London EC2N 2DB
Telephone: 020 7545 2761
Telefax: 020 7541 2761
Telex: 94015555 DBLN G
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 020 7774 2295
Telex: 94012165 GSHH G
Telefax: 020 7774 5711
Attention: Euro
_____________
dt 108812
;
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| 2001 |
Program Agreement
Program Agreement (138K)
Doc #229970: Click preview link for longer preview.
PROGRAM AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 16th June, 2000 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States ("CSC US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England ("CSC UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse,
D-68623 Lampertheim, Germany ("CSC Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basle, Switzerland (the "Guarantor");
(5) CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London
E14 4QJ;
(6) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(7) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
and
(9) UBS AG, acting through its financial services group UBS Warburg ("UBS
Warburg") of 1 Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as follows:
WHEREAS:
(A) CSC US, CSC UK, CSC Germany, Ciba Specialty Chemicals Investment Ltd.,
the Guarantor and the Dealers entered into an amended and restated
program agreement dated 9th July, 1999 (the "Principal Program
Agreement") in respect of a U.S.$2,000,000,000 Euro Medium Term Note
Program of CSC US, CSC UK, CSC Germany and Ciba Specialty Chemicals
Investment Ltd. unconditionally and irrevocably guaranteed by the
Guarantor.
{PAGE}
2
(B) This Agreement amends and restates the Principal Program Agreement. Any
Notes issued under the Program on or after the date hereof shall be
issued pursuant to this Agreement. This does not affect any Notes issued
under the Program prior to the date of this Agreement.
1. Definitions and Interpretation
(1) For the purposes of this Agreement, except where the context requires
otherwise:
"Agency Agreement" means the amended and restated agreement of even date
herewith between the Issuers, the Guarantor, the Agent and the other
paying agents referred to therein under which the Agent is appointed as
issuing agent, principal paying agent and agent bank for the purposes of
the Program;
"Agent" means The Chase Manhattan Bank as Agent under the Agency
Agreement and any successor agent appointed by the Issuers and the
Guarantor in accordance with the Agency Agreement;
"Agreement Date" means, in respect of any Note, the date on which
agreement is reached for the issue of such Note as contemplated in Clause
2 which, in the case of Notes issued on a syndicated basis or otherwise
in relation to which a Subscription Agreement is entered into, shall be
the date upon which the relevant Subscription Agreement is signed by or
on behalf of all the parties;
"Arranger" means each of UBS Warburg and any company appointed to the
position of arranger for the Program or in respect of a particular issue
of Notes under the Program and references in this Agreement to the
"Arrangers " shall be references to the relevant Arranger;
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Confirmation Letter" means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Program, the Confirmation Letter substantially in
the form set out in Part II of Appendix C hereto; and
(b) in respect of the appointment of a third party as a Dealer for a
particular issue of Notes under the Program, the Confirmation Letter
substantially in the form set out in Part IV of Appendix C hereto;
"Dealer" means each of Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London, Goldman Sachs International, J.P. Morgan
Securities Ltd., UBS Warburg, and any New Dealer and excludes any entity
whose appointment has been terminated pursuant to Clause 10 and notice of
termination of whose appointment has been given to the Agent by the
Issuers and the Guarantor, and references in this Agreement to the
"relevant Dealer" shall, in relation to any Note, be references to the
Dealer or Dealers with whom the relevant Issuer has agreed the issue and
229970
|
McGraw-Hill Companies
As referenced in this Program Agreement:
McGraw-Hill Companies Inc – of 1933, as amended,
of the United States of America;
"Standard & Poor's" means Standard & Poor's Ratings Service, a division
of the McGraw-Hill Companies Inc ., or any successor to the rating agency
business thereof;
"Stock Exchange" means the Luxembourg Stock Exchange or any other or
further stock
_____________
dt 310511
;
UBS
As referenced in this Program Agreement:
UBS AG, – Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
and
(9) UBS AG, acting through its financial services group UBS Warburg ("UBS
Warburg") of 1 Finsbury Avenue, London EC2M 2PP.
IT IS HEREBY AGREED as
_____________
UBS AG, – 020 7779 3469
Telex: 8954804 MGLTD G
Telefax: 020 7325 8225
Attention: Euro Medium Term Note Desk
Each by its duly authorised signatory:
UBS AG, acting through its financial services group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
Telephone: 44 20 7567 2479
Telex: 887434 WDR
_____________
UBS AG, – HOLDING INC.
as Guarantor
- and -
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS AG, acting through its financial services group UBS Warburg
as Dealers
---------------------------------------------
PROGRAM AGREEMENT
in respect of a U.S.$2,000,000,000
_____________
dt 237901
;
|
Chase Manhattan
As referenced in this Program Agreement:
Chase Manhattan Bank – which the Agent is appointed as
issuing agent, principal paying agent and agent bank for the purposes of
the Program;
"Agent" means The Chase Manhattan Bank as Agent under the Agency
Agreement and any successor agent appointed by the Issuers and the
Guarantor in accordance with the Agency Agreement;
"
_____________
Chase Manhattan Bank – Agreement.
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
30
PART II
FORM OF CONFIRMATION LETTER - PROGRAM
[Date]
To: [Name and
_____________
Chase Manhattan Bank – of
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
{PAGE}
31
For and on behalf of
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: The Chase Manhattan Bank (Agent)
[names of other Dealers at the date of accession]
{PAGE}
32
PART III
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[DATE]
_____________
Chase Manhattan Bank – This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
By:
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
34
PART IV
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name
_____________
Chase Manhattan Bank – By:
CIBA SPECIALTY CHEMICALS PLC
By:
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
{PAGE}
35
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: The Chase Manhattan Bank (Agent)
[names of Dealers at the date of accession]
{PAGE}
36
APPENDIX D
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
OF THE
_____________
dt 102333
;
GSI
As referenced in this Program Agreement:
GOLDMAN SACHS INTERNATIONAL – LIMITED of One Cabot Square, London
E14 4QJ;
(6) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(7) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(8) J.P. MORGAN SECURITIES LTD. of 60 Victoria Embankment, London EC4Y 0JP;
_____________
Goldman Sachs International – set out in Part IV of Appendix C hereto;
"Dealer" means each of Credit Suisse First Boston (Europe) Limited,
Deutsche Bank AG London, Goldman Sachs International , J.P. Morgan
Securities Ltd., UBS Warburg, and any New Dealer and excludes any entity
whose appointment has been terminated pursuant to
_____________
GOLDMAN SACHS INTERNATIONAL – BANK AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB
Telephone: 020 7545 8000
Telefax: 020 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 020 7774 2295
Telex: 94012165 GSHH G
Telefax: 020 7774 5711
Attention: Euro
_____________
GOLDMAN SACHS INTERNATIONAL – DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS AG, acting through its financial services group UBS Warburg
as Dealers
---------------------------------------------
PROGRAM AGREEMENT
in respect of
_____________
dt 108816
;
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| 2001 |
Incentive Management Program Agreement [Addendum]
Incentive Management Program Agreement [Addendum] (14K)
Doc #275765: Click preview link for longer preview.
ADDENDUM TO THE NETCENTIVES INC.
INCENTIVE MANAGEMENT PROGRAM AGREEMENT
This Addendum (the "Addendum") to the Netcentives Inc. Incentives Management
Program Agreement dated as of March 31, 2000 (the "Agreement") between
coolsavings.com inc., a Michigan corporation ("CoolSavings") and Netcentives
Inc., a Delaware corporation ("Netcentives") is effective as of June 14, 2001
(the "Addendum Effective Date"), subject to the condition set forth in Paragraph
10 of this Addendum.
WHEREAS, pursuant . . .
275765
| |
Netcentives
As referenced in this Incentive Management Program Agreement [Addendum]:
NETCENTIVES, INC – {DOCUMENT}
{TYPE}EX-10.8
{SEQUENCE}6
{FILENAME}dex108.txt
{DESCRIPTION}ADDENDUM TO THE NETCENTIVES, INC . 6/14/01
{TEXT}
{PAGE}
Exhibit 10.8
ADDENDUM TO THE NETCENTIVES INC.
INCENTIVE MANAGEMENT PROGRAM AGREEMENT
This Addendum (the "Addendum") to
_____________
NETCENTIVES INC – 8
{SEQUENCE}6
{FILENAME}dex108.txt
{DESCRIPTION}ADDENDUM TO THE NETCENTIVES, INC. 6/14/01
{TEXT}
{PAGE}
Exhibit 10.8
ADDENDUM TO THE NETCENTIVES INC .
INCENTIVE MANAGEMENT PROGRAM AGREEMENT
This Addendum (the "Addendum") to the Netcentives Inc. Incentives Management
Program Agreement dated as of March 31, 2000 (
_____________
Netcentives Inc – 6/14/01
{TEXT}
{PAGE}
Exhibit 10.8
ADDENDUM TO THE NETCENTIVES INC.
INCENTIVE MANAGEMENT PROGRAM AGREEMENT
This Addendum (the "Addendum") to the Netcentives Inc . Incentives Management
Program Agreement dated as of March 31, 2000 (the "Agreement") between
coolsavings.com inc., a Michigan corporation ("CoolSavings") and Netcentives
_____________
Netcentives
Inc – Netcentives Inc. Incentives Management
Program Agreement dated as of March 31, 2000 (the "Agreement") between
coolsavings.com inc., a Michigan corporation ("CoolSavings") and Netcentives
Inc ., a Delaware corporation ("Netcentives") is effective as of June 14, 2001
(the "Addendum Effective Date"), subject to the condition set forth in
_____________
Netcentives Inc – Agreement is supplemented and modified herein, the
Agreement remains in full force and effect.
AGREED AND ACCEPTED BY:
________________________________ _______________________________
coolsavings.com inc. Netcentives Inc .
________________________________ _______________________________
Title Title
________________________________ _______________________________
Date Date
{/TEXT}
{/DOCUMENT}
_____________
dt 651472
|
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Full Doc
| 2004 |
Program Agreement
Program Agreement (101K)
Doc #398930: Click preview link for longer preview.
PROGRAM AGREEMENT
THIS PROGRAM AGREEMENT ("AGREEMENT") is dated as of November 11, 2004
("COMMENCEMENT DATE") and entered into by and between GE CAPITAL FRANCHISE
FINANCE CORPORATION, a Delaware corporation, with offices at 17207 N. Perimeter
Drive, Scottsdale, Arizona 85255 ("GE"), and O'CHARLEY'S INC., a Tennessee
corporation, with offices at 3038 Sidco Drive, Nashville, Tennessee 37204
("FRANCHISOR").
WITNESSETH:
WHEREAS, Franchisor will be engaging in the business of franchising the
right to operate restaurants under the O'Charley's operating system
(individually, a "RESTAURANT" and collectively, the "RESTAURANTS") to
franchisees located within the continental United States of America
("FRANCHISEES"); and
WHEREAS, GE and Franchisor desire to create a financing program for
qualified Franchisees to fund (i) the acquisition, construction and installation
of the land, building and equipment for new Restaurants and (ii) the acquisition
of existing Restaurants from Franchisor; and
WHEREAS, GE is engaged in the business of providing construction loans
combined with permanent loans, and permanent loans (without construction loans)
for newly constructed restaurants or existing restaurants.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GE and Franchisor, intending to be
legally bound, hereby agree as follows:
1. The Program.
(a) Pursuant to the terms and conditions set forth in this Agreement, GE
shall provide a financing program ("PROGRAM") in a maximum aggregate amount to
be advanced of $75,000,000 to certain qualified Franchisees under which, among
other things, GE will finance (i) the acquisition, construction and installation
of the land, building and equipment for new Restaurants, or (ii) the acquisition
from Franchisor of the land, building and equipment for existing Restaurants
(collectively, "ELIGIBLE TRANSACTIONS"). GE may, in its sole judgment and
discretion, finance transactions with Franchisees which financings shall not be
a part of the Program and shall not be subject to the terms and provisions of
this Agreement.
(b) Subject to the terms and conditions set forth herein and on the
schedule attached hereto as Exhibit A and incorporated herein by this reference,
as such Exhibits may be amended from time to time by GE and Franchisor, GE shall
make available financing (each a "PROGRAM FINANCING") to qualified Franchisees
with respect to each Restaurant which is the subject of an Eligible Transaction
in an amount equal to the lesser of (i) eighty percent (80%) of the total
acquisition and construction costs relating to such Restaurant, or (ii)
$2,500,000. Each Program Financing may consist of real estate loans and/or
equipment loans and shall have the business terms described on Exhibit A
attached hereto.
{PAGE}
2. Approval Process.
(a) GE will require the following with respect to applications for each
Program Financing (any of which may be waived by GE in its sole discretion):
(i) a fully completed Loan Application ("APPLICATION") in
substantially the same form and substance as set forth in Exhibit B
attached hereto, which Application shall set forth the location of the
Restaurant(s) for which the Program Financing relates, and an election for
the loan to accrue interest at either the fixed at closing rate or the
variable rate with option to fix;
(ii) with respect to any Eligible Transaction consisting of an
acquisition of a Restaurant or the real estate relating thereto, a copy of
the Purchase and Sale Agreement and Letter of Intent, together with a
detailed breakdown of the acquisition costs;
(iii) for each Restaurant, a three (3) year financial projection;
(iv) for new Franchisees, an owner's background summary or resume;
(v) for existing Franchisees, financial statements and tax returns
for the last two (2) fiscal years preceding the submission of the
Application for the Franchisee and for all affiliated restaurant and
franchise companies;
(vi) for each Restaurant for which a Program Financing is sought as
well as any and all other entities or franchises either partially or fully
owned by the applying Franchisee, (x) monthly financial statements for the
twelve (12) months preceding the submission of the Application and (y) a
summary of all of the Franchisee's debt and lease obligations;
(vii) personal financial statements and the last two (2) years tax
returns for each of the principals of the Franchisee who will be
guarantors of the corresponding Program Financing; and
(viii) such additional information as GE may reasonably request.
The foregoing items (i) through (viii) shall hereinafter be referred to
collectively as the "APPLICATION PACKAGE".
(b) Upon submission of a completed Application Package to GE by a
Franchisee, GE shall review the creditworthiness of each Franchisee and, if such
Franchisee satisfies GE's criteria for Program Financing, in GE's sole
discretion, GE shall forward the Application Package, GE's financial analysis
and a "Program Agreement Addendum," the form of which is attached hereto as
Exhibit C, to Franchisor for review by Franchisor. If Franchisor, in its sole
discretion, then approves the Franchisee for Program Financing, Franchisor
shall, within ten (10) business days after receipt by Franchisor of the
Application Package from GE, forward to GE an executed copy of the Program
Agreement Addendum. GE shall then provide Program Financing to such Franchisee
upon the terms, provisions and conditions contained herein and, to the extent
such terms, provisions and conditions are not set forth herein, as GE determines
in GE's ordinary course of business. If Franchisor disapproves of a proposed
Program Financing, GE shall be under no obligation to Franchisor or to the
prospective Franchisee or any related Franchisee to
2
{PAGE}
further consider the proposed Program Financing or any additional proposed
Program Financing by such Franchisee or any related Franchisee.
(c) GE will use its best efforts to complete its review of each
completed Application Package within ten (10) business days after receipt
thereof at GE's offices in Scottsdale, Arizona (Attn: Mike Record) or such other
processing locations as GE designates. If GE rejects an Application Package, GE
shall notify Franchisor within five (5) business days thereafter, and GE shall
review with the Franchisee the reason(s) it did not qualify for the Program
Financing. If GE rejects a proposed Program Financing, GE shall be under no
obligation to Franchisor or to the prospective Franchisee or any related
Franchisee to further consider the proposed Program Financing or any additional
proposed Program Financing by such Franchisee or any related Franchisee. GE, in
its sole discretion, may limit the maximum amount which may be advanced to a
particular Franchisee and to such Franchisee's affiliates to $7,500,000 in total
borrowings.
3. Program Financing Processing. GE will use reasonable efforts to fund the
Program Financing within ten (10) business days after receipt by GE of all
executed "FINANCING DOCUMENTS". The term "FINANCING DOCUMENTS" shall include the
398930
|
O'Charley's
As referenced in this Program Agreement:
O'CHARLEY'S INC – 11, 2004
("COMMENCEMENT DATE") and entered into by and between GE CAPITAL FRANCHISE
FINANCE CORPORATION, a Delaware corporation, with offices at 17207 N. Perimeter
Drive, Scottsdale, Arizona 85255 ("GE"), and O'CHARLEY'S INC ., a Tennessee
corporation, with offices at 3038 Sidco Drive, Nashville, Tennessee 37204
("FRANCHISOR").
WITNESSETH:
WHEREAS, Franchisor will be engaging in the business of franchising the
right to operate restaurants
_____________
O'CHARLEY'S INC – other in writing from time to time:
11
{PAGE}
As to GE: GE CAPITAL FRANCHISE FINANCE CORPORATION
17207 N. Perimeter Drive
Scottsdale, AZ 85255
Attention: Mike Record
As to Franchisor: O'CHARLEY'S INC .
3038 Sidco Drive
Nashville, TN 37204
Attention: Zeb Hastings
13. Assignment. Neither party may assign or transfer, or attempt to assign or
transfer, all or any part of this
_____________
O'CHARLEY'S INC – the day and year first above written.
WINTESS/ATTEST: GE CAPITAL FRANCHISE FINANCE
CORPORATION, a Delaware corporation
_____________________ By: /s/ Mike Record (SEAL)
--------------------------------
Name: Mike Record
--------------------------
Title: Sr. Vice President
-------------------------
O'CHARLEY'S INC ., a Tennessee corporation
_____________________ By: /s/ Gregory L. Burns (SEAL)
--------------------------------
Name: Gregory L. Burns
--------------------------
Title: Chairman and Chief
Executive Officer
-------------------------
{PAGE}
EXHIBIT A
GE CAPITAL RESTAURANT PROGRAM TERM SHEET
_____________
O'Charley's Inc – TO REVIEW AND APPROVAL BY GE CAPITAL FRANCHISE FINANCE CORPORATION ("GE
CAPITAL"). FINAL TERMS AND CONDITIONS WILL BE SUBJECT TO MUTUALLY SATISFACTORY
DOCUMENTATION.
GE Capital may provide qualified franchisees of O'Charley's Inc . ("OCI") with a
Financing Program ("Program") on the following terms and conditions:
LOAN PURPOSE: To provide loans to eligible franchisees to fund (i) the
acquisition, construction and installation of
_____________
O'Charley's Inc – that
individual's name & contact number here.
Name: ____________________________ Tel: _____________________________
{PAGE}
EXHIBIT C
PROGRAM AGREEMENT ADDENDUM
"STORE FINANCING PROGRAM" - US
ADDENDUM to that certain Program Support Agreement ("Agreement") between
O'Charley's Inc . (O'Charley's), and GE Capital Franchise Finance
Corporation (GE Capital) dated _______________________, 2004.
O'Charley's and GE Capital agree that the following loan shall be covered
by
_____________
dt 1365014
| |
Preview
Full Doc
| 2003 |
Master Program Agreement
Master Program Agreement (61K)
Doc #402233: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this
"Agreement") by and among CapitalSource Finance LLC, a Delaware limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and
Column Financial, Inc., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or
purchase mortgage loans secured by skilled nursing facilities (the "Loans") and
subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC ("CapitalSource
Funding") and Repo Counterparty intend to enter into that certain Master
Repurchase Agreement dated August 1, 2003 (the "Repo Agreement") pursuant to
which CapitalSource Funding will be able to finance the origination of certain
of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on
the criteria that will make Loans originated by CapitalSource eligible to be
financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on
the criteria that will make Loans originated by Column eligible for
CapitalSource to purchase a subordinate participation interest and to be
subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities
issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on
certain other terms of the intended future securitizations of certain of such
Loans.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Accrued Interest Amount" shall mean, with respect to a Sub-pool
Securitization, the aggregate amount of interest assumed to accrue on each class
of securities assumed to be
{PAGE}
issued in such Sub-pool Securitization from the date
on which interest is assumed to begin accruing on such securities to the
settlement date of the Securitization for which the Sub-pool Securitization has
been modeled.
"Aggregate Securitization Proceeds" shall have the meaning given such
term in Section 4.04(b).
"Applicant" shall have the meaning given such term in Section 2.02(b).
"Appraisal" shall mean an appraisal of the subject property, which is
acceptable to the Reviewer of the subject Loan in its reasonable discretion, and
which is prepared (a) by an Approved Appraiser and (b) in accordance with all
applicable regulations issued pursuant to Title XI of the Financial Institution
Reform, Recovery, and Enforcement Act of 1989 and the requirements of the
Standards of Professional Appraisal Practice of the Appraisal Institute and the
Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal
Foundation.
"Appraised Value" means the value set forth in an Appraisal made in
connection with the origination or purchase of a Loan as the value of the
related Mortgaged Property.
"Approved Appraiser" shall mean an appraiser listed on Schedule II or
otherwise approved by the Reviewer.
"Approved Environmental Consultant" shall mean an environmental
consultant listed on Schedule III or otherwise approved by Column.
"Approved Engineering Consultant" shall mean an engineering consultant
listed on Schedule IV or otherwise approved by Column.
"Approved Loan" shall have the meaning given such term in Section
2.02(a).
"Assumed IO Rate" shall have the meaning given such term in Section
4.04(d).
"Business Day" shall mean any day other than a Saturday, Sunday or a day
on which banking institutions in the City of New York, New York are authorized
or obligated by law, executive order or governmental decree to be closed.
"CapitalSource" shall have the meaning given in the first paragraph of
this Agreement.
"CapitalSource Accrued Interest Amount" shall have the meaning given
such term in Section 4.04(d).
"CapitalSource Excess Spread" shall have the meaning given such term in
Section 4.04(a).
"CapitalSource Funding" shall have the meaning given such term in the
Recitals of this Agreement.
-2-
{PAGE}
"CapitalSource IO Percentage" shall have the meaning given such term in
Section 4.04(d).
"CapitalSource Junior Class" shall have the meaning given such term in
Section 4.04 (d).
"CapitalSource Junior Percentage" shall have the meaning given such term
in Section 4.04 (d).
"Code" means the Internal Revenue Code of 1986, as amended.
"Column" shall have the meaning given such term in the first paragraph
of this Agreement.
"CSFB Accrued Interest Amount" shall have the meaning given such term in
Section 4.04(d).
"CSFB Fee" shall have the meaning given such term in Section 4.04(e).
"CSFB IO" shall have the meaning given such term in Section 4.04(d).
"CSFB IO Class" shall have the meaning given such term in Section
4.04(a).
"CSFB IO Percentage" shall have the meaning given such term in Section
4.04(d).
"CSFB Junior Class" shall have the meaning given such term in Section
4.04(d).
"CSFB Junior Percentage" shall have the meaning given such term in
Section 4.04 (d).
"CSFB Parties" shall have the meaning given such term in the first
paragraph of this Agreement.
"Depositor" shall have the meaning given such term in Section 4.02.
"Eligibility Criteria" shall mean the criteria listed in Schedule I.
"Engineering Report" shall mean an engineering/architectural review of
the subject property conducted by an Approved Engineering Consultant, which is
acceptable to the Reviewer of the subject Loan in its reasonable discretion, and
which will (a) consider, among other things, structural adequacy, special
hazards (e.g., sinkholes, earthquakes), soil conditions, foundation stability,
quality of physical maintenance, adequacy of site drainage, design defects that
may lead to unusual capital expenditures, adequacy of utilities, roof
structures, HVAC systems, fire and safety systems and overall evaluation of
construction quality and design and (b) summarize (i) the current condition of
the property, including any deferred maintenance, (ii) any immediate repairs
needed and the estimated cost and (iii) anticipated capital repairs and
improvements and the estimated cost.
-3-
{PAGE}
"Environmental Report" shall mean an ASTM standard Phase I Environmental
Assessment prepared by an Approved Environmental Consultant, which is acceptable
to the Reviewer of the subject Loan in its reasonable discretion, and which
identifies historical and current "Recognized Environmental Conditions" using
the methodology recommended by ASTM specifically referred to as Standard
Practices of Environmental Assessments: Phase I Environmental Site Assessment
Process Designation: E 1527-00 (without exception therefrom) and addresses the
common risks associated with commercial real estate, including (a) asbestos, (b)
PCB, (c) radon, (d) pollution/chemical waste, (e) noise/odors, (f) other latent
chemical exposure, including lead, (g) HVAC systems and (h) mold and, if
recommended by such Phase I Environmental Assessment, a Phase II Environmental
Assessment with appropriate physical sample analysis to establish the presence
or absence of a hazardous element.
"Event of Default" shall have the meaning given such term in the Repo
Agreement.
"Excess Spread" shall have the meaning given such term in Section
4.04(a).
"Interim Servicing Agreement" shall have the meaning given such term in
402233
|
McGraw-Hill Companies
As referenced in this Master Program Agreement:
McGraw-Hill Companies, Inc – 860D of the Code.
"Reviewer" shall have the meaning given such term in Section 2.02(b).
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
"SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.
"Securitization" shall have the meaning given such term in Section 4.01.
"Senior Participation Interest" shall have
_____________
dt 1516504
;
Column Financial
As referenced in this Master Program Agreement:
Column Financial, Inc – limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and
Column Financial, Inc ., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend
_____________
COLUMN FINANCIAL, INC – first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC .
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan must:
1. be secured by a first lien on a skilled
_____________
dt 1416631
;
|
CSFB LLC
As referenced in this Master Program Agreement:
Credit
Suisse First Boston LLC – 1, 2003 (this
"Agreement") by and among CapitalSource Finance LLC, a Delaware limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC , a Delaware limited liability company ("CSFB"), and
Column Financial, Inc., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E
_____________
CREDIT SUISSE FIRST BOSTON LLC – parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC.
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order
_____________
dt 1350921
;
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – servicing agreement
prepared in connection with any Senior Participation Securitization is not
inconsistent with any related Participation Agreement.
Section 4.02 General Structure of Securitization. CSFB shall cause its
affiliate, Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"), to act as depositor of each Securitization. With respect to each
Securitization, CapitalSource will sell the Approved Loans that it originated,
and each of CapitalSource and Column
_____________
dt 1362571
|
Preview
Full Doc
| 2004 |
Hosting Provider Program Agreement
Hosting Provider Program Agreement (65K)
Doc #405883: Click preview link for longer preview.
RED HAT, INC.
HOSTING PROVIDER PROGRAM AGREEMENT
BETWEEN
INTERLAND, INC.
AND
RED HAT, INC.
CONFIDENTIAL
Hosting-20040121 0 Red Hat Confidential
{PAGE}
CONFIDENTIAL TREATMENT REQUESTED
Confidential Portions of this Agreement Which Have Been Redacted
Are Marked With Brackets "[***]". The Omitted Material Has Been
Filed Separately With The Securities and Exchange Commission.
HOSTING PROVIDER PROGRAM AGREEMENT
THIS HOSTING PROVIDER PROGRAM AGREEMENT, dated as of the 24th day of
February, 2004 (the "Effective Date"), is entered into by and between Interland,
Inc. ("Client") with a principal place of business of 303 Peacthree Center Ave.,
Suite 500, Atlanta, GA 30303, and Red Hat, Inc. ("Red Hat") with a principal
place of business of 1801 Varsity Drive, Raleigh, North Carolina 27606, U.S.A,
(collectively, the "Parties").
BACKGROUND
Red Hat is the worldwide leader in open source technology and services
specializing in Red Hat(R) Linux(R). Client is a provider of hosting services to
its customers. Red Hat wishes to provide Client with certain technology
services, and Client wishes to receive such services, on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE. in consideration of the mutual covenants set forth in this
Agreement, the Parties agree as follows:
DEFINITIONS
AFFILIATE means an entity that owns or controls, is owned or controlled by, or
is under common control or ownership with a party, where "control" is defined as
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of an entity, whether through ownership
of voting securities, by contract or otherwise.
AGREEMENT means this Hosting Provider Program Agreement between Red Hat and
Client and any schedules, exhibits or Work Orders thereto.
CONFIDENTIALITY AGREEMENT means the Mutual Non-Disclosure Agreement between
Client and Red Hat dated December 17, 2003.
INSTALLED SYSTEMS means the systems on which Client installs or executes the
Software, which may be, without limitation, a server, a workstation, a virtual
machine, a blade, a node, a partition or an engine, as applicable. The initial
number of Installed Systems will be stated in the applicable Work Order. The
number of Installed Systems may be increased from time to time in accordance
with this Agreement.
LEARNING SERVICES means the services related to training of Client's staff as
specified in the applicable Work Order.
PLATFORM means the combination of the CPU and other hardware a computer system
uses, its exact operating system including the version number, the compiler
required, the type of libraries (e.g. libe or glibe), and the type of crypto
library available (e.g. libcrypt or PAM). Changes to any of these components
that break binary compatibility, or prohibit functioning (including recompiling)
of the Software unless modified by Red Hat constitute a different Platform and
may disqualify Client from receiving Services with respect to such modified
Platform.
PRODUCTION SUPPORT SERVICES means the services relating to deployment and
operation support for the Software as specified in the applicable Work Order.
PROFESSIONAL SERVICES means the services relating to technology planning, design
and/or assessment specified in the applicable Work Order.
PROMOTIONAL MATERIALS means any marketing collateral for Red Hat products and
services provided for distribution to prospective End Users by Red Hat to
Client.
RED HAT MARKS means the following trademarks owned by Red Hat: RED HAT(R).
RED HAT NETWORK means the collection of the Red Hat services and the Red Hat
technology related to software delivery, updates and upgrades, and management
and provisioning as specified in the applicable Work Order and the means of
delivery of such services and technology, including, if specified in the
applicable Work Order, proxy and satellite service. Any use of Red Hat Network
shall be subject to applicable use policies set forth in the applicable Work
Order.
RED HAT PROGRAM MARKS means the trademarks owned by Red Hat set forth on Exhibit
A.
RHN SERVERS means one or more designated appliance, proxy or satellite servers
owned or leased by Client, approved by Red Hat, and located at Client's site for
purposes of enabling Client to use Red Hat Network as specified in the
405883
|
Interland
As referenced in this Hosting Provider Program Agreement:
INTERLAND, INC – Been Redacted
Are Marked With Brackets "[***]". The Omitted Material Has Been
Filed Separately With The Securities and Exchange Commission.
EXHIBIT 10.118
RED HAT, INC.
HOSTING PROVIDER PROGRAM AGREEMENT
BETWEEN
INTERLAND, INC .
AND
RED HAT, INC.
CONFIDENTIAL
Hosting-20040121 0 Red Hat Confidential
{PAGE}
CONFIDENTIAL TREATMENT REQUESTED
Confidential Portions of this Agreement Which Have Been Redacted
Are Marked With Brackets "[***]". The
_____________
Interland,
Inc – and Exchange Commission.
HOSTING PROVIDER PROGRAM AGREEMENT
THIS HOSTING PROVIDER PROGRAM AGREEMENT, dated as of the 24th day of
February, 2004 (the "Effective Date"), is entered into by and between Interland,
Inc . ("Client") with a principal place of business of 303 Peacthree Center Ave.,
Suite 500, Atlanta, GA 30303, and Red Hat, Inc. ("Red Hat") with a principal
place of business
_____________
Interland, Inc – this Agreement Which Have Been Redacted
Are Marked With Brackets "[***]". The Omitted Material Has Been
Filed Separately With The Securities and Exchange Commission.
Facsimile: (919) 754-3704
If to Client:
Interland, Inc .
Attention: General Counsel
303 Peachtree Center Avenue, Suite 500
Atlanta, GA 30303
11.2 ASSIGNMENT. This Agreement is assignable by either Party only
with the other Party's prior
_____________
INTERLAND, INC – Separately With The Securities and Exchange Commission.
IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement by
its duly authorized representatives effective as of the Effective Date.
INTERLAND, INC . RED HAT, INC.
/s/ WILLIAM JONES /s/ KEVIN B. THOMPSON
----------------- ---------------------
SIGNATURE Signature
WILLIAM JONES KEVIN B. THOMPSON [REVIEWED INDL LEGAL STAMP]
----------------- --------------------
Printed Name Printed Name
VP, Operations EVP and
_____________
Interland, Inc – 24, 2004 (the "Work Order
Effective Date") is issued under and subject to the terms and conditions of the
Hosting Provider Program Agreement between Red Hat, Inc. ("Red Hat") and
Interland, Inc . ("Client") effective as of February 24. 2004 (the "Agreement").
Capitalized terms not defined herein shall have the meaning set forth in the
Agreement. Upon execution by each of the
_____________
dt 1352693
| |
Preview
Full Doc
| 2004 |
Consumer Credit Card Program Agreement
Consumer Credit Card Program Agreement (204K)
Doc #865154: Click preview link for longer preview.
EXECUTION VERSION
CONSUMER CREDIT CARD PROGRAM AGREEMENT
By and Between
CIRCUIT CITY STORES, INC.
And
BANK ONE, DELAWARE, N.A.
Dated as of
January 16, 2004
<TABLE>
<S><C>
TABLE OF CONTENTS
. . .
865154
|
Circuit City
As referenced in this Consumer Credit Card Program Agreement:
CIRCUIT CITY STORES, INC – lt;TYPE>EX-10
<SEQUENCE>3
<FILENAME>ccsfy0410k_ex10r.txt
<TEXT>
Exhibit 10(r)
EXECUTION VERSION
CONSUMER CREDIT CARD PROGRAM AGREEMENT
By and Between
CIRCUIT CITY STORES, INC .
And
BANK ONE, DELAWARE, N.A.
Dated as of
January 16, 2004
<TABLE>
<S><C>
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS................................................................................... 2
_____________
Circuit
City Stores, Inc – gt;
iv
CONSUMER CREDIT CARD PROGRAM AGREEMENT
This Consumer Credit Card Program Agreement ("Agreement") is dated as
of January 16, 2004, effective as of the Effective Date, by and between Circuit
City Stores, Inc . ("Company"), a Virginia corporation, with its principal place
of business at 9950 Mayland Drive, Richmond, Virginia, and Bank One, Delaware,
N.A. ("Bank"), a national banking association with its
_____________
Circuit City Stores, Inc – accordance with the provisions hereof and shall be deemed given one (1)
Business Day after being sent, as follows: (i) if to Company (or to Circuit City
West Coast, Inc.): Circuit City Stores, Inc ., 9950 Mayland Drive, Richmond,
Virginia 23233, Attention: General Counsel, Telecopier No.: (804) 527-4877, with
a copy to David E. Melson, Esquire, McGuireWoods LLP, 901 East Cary Street,
Richmond,
_____________
CIRCUIT CITY STORES, INC – 54
IN WITNESS WHEREOF, Bank and Company have caused this Agreement to be
executed by their respective officers or agents thereunto duly authorized as of
the date first above written.
CIRCUIT CITY STORES, INC .
By: /s/Michael E. Foss
-------------------
Name: Michael E. Foss
Title: Senior Vice President and Chief Financial Officer
BANK ONE, DELAWARE, N.A.
By: /s/Hugh Bleemer
----------------
Name: Hugh Bleemer
_____________
dt 1552022
;
|
 McGuireWoods
As referenced in this Consumer Credit Card Program Agreement:
McGuireWoods – City
West Coast, Inc.): Circuit City Stores, Inc., 9950 Mayland Drive, Richmond,
Virginia 23233, Attention: General Counsel, Telecopier No.: (804) 527-4877, with
a copy to David E. Melson, Esquire, McGuireWoods LLP, 901 East Cary Street,
Richmond, VA 23219, Telecopier No.: (804) 698-2118, and (ii) if to Bank (or to
Parent): Bank One, Delaware, N.A., 201 North Walnut
_____________
dt 1532192
|
Preview
Full Doc
| 2004 |
Program Agreement
Program Agreement (346K)
Doc #915316: Click preview link for longer preview.
PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC.,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC.,
AN OHIO CORPORATION
--------------------------
. . .
915316
|
Citibank
As referenced in this Program Agreement:
Citibank N.A. – entirety.
10.3. Rejected Application Fee. If, during any Program Year, the
aggregate sales price of the Equipment subject to Rejected Eligible Financing
Contracts syndicated by IKON to any of Citibank N.A. , De Lage Landen
International B.V. or Wells Fargo & Company (or any Subsidiary of the ultimate
parent company of any thereof) during such Program Year exceeds $25 Million,
then
_____________
Citibank N.A. – Contract was originated by IKON; and
(c) such proposed Originated Financing Contract, IKON Originated
Financing Contract or SLG Financing Contract was syndicated by IKON in
its entirety, to any of Citibank N.A. , De Lage Landen International B.V.
or Wells Fargo & Company or any Subsidiary of the ultimate parent company
of any thereof (on terms no less favorable to IKON than
_____________
Citibank N.A. – IKON than those offered to
GE), within 30 days thereafter; and
(d) such proposed Originated Financing Contract, IKON Originated
Financing Contract or SLG Financing Contract provides an economic return
to Citibank N.A. , De
xx
Lage Landen International B.V. or Wells Fargo & Company (or any
Subsidiary of the ultimate parent company of any thereof) (as
applicable) no more favorable than
_____________
dt 1478852
;
IKON Office
As referenced in this Program Agreement:
IKON OFFICE SOLUTIONS, INC – PROGRAM AGREEMENT
EXHIBIT 10.1
EXECUTION COPY
------------------------------------------------------------------------------
--------------------------
PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC.,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC .,
AN OHIO CORPORATION
--------------------------
DATED MARCH 31, 2004
--------------------------
------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Article 1. PROGRAM FINANCING STRUCTURE...................................1
1.1. Financing Structure...........................................1
Article 2. MANAGEMENT OF THE PROGRAM.....................................
_____________
IKON OFFICE SOLUTIONS,
INC – at 10 Riverview Drive, Danbury, CT 06810 ("GE"), GE CAPITAL INFORMATION
TECHNOLOGY SOLUTIONS, INC., a California corporation with a business address at
10 Riverview Drive, Danbury, CT 06810 ("GECITS"), and IKON OFFICE SOLUTIONS,
INC ., an Ohio corporation with its principal place of business at 70 Valley
Stream Parkway, Malvern, PA 19355 ("IKON"). Unless otherwise defined herein,
all capitalized terms are defined in Annex
_____________
IKON OFFICE SOLUTIONS, INC – sufficiently given if sent by registered mail or
certified mail, postage prepaid, by overnight courier service, or by telecopy
or other written form of electronic communication:
If to IKON, at:
IKON OFFICE SOLUTIONS, INC .
70 Valley Stream Parkway
Valley Forge, PA 19355
Facsimile: (610) 408-7264
Attention: General Counsel
with a copy to:
CRAVATH, SWAINE & MOORE LLP
825 Eighth Avenue
New York, NY
_____________
IKON OFFICE SOLUTIONS, INC – executed by their respective duly authorized representatives as of the
date set forth above.
GENERAL ELECTRIC GE CAPITAL INFORMATION
CAPITAL CORPORATION TECHNOLOGY SOLUTIONS, INC.
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
IKON OFFICE SOLUTIONS, INC .
By:
------------------------------
Name:
Title:
[SIGNATURE PAGE TO PROGRAM AGREEMENT]
ANNEX A
Program Agreement Definitions
I. Capitalized Terms. As used herein, the following terms shall have
the meanings set forth
_____________
IKON Office Solutions, Inc – any domestic or foreign federal, state,
provincial, local, county or municipal government, governmental, judicial,
regulatory or administrative agency, department, commission, board, bureau,
court or other authority or instrumentality.
"IKON" means IKON Office Solutions, Inc ., an Ohio corporation.
"IKON Canada" means IKON Office Solutions, Inc., an Ontario
corporation.
"IKON Companies" has the meaning assigned to such term in Section
1.1.
"IKON Designees" has
_____________
dt 1485167
;
|
Information Tech
As referenced in this Program Agreement:
INFORMATION TECHNOLOGY SOLUTIONS, INC – 1
5
ex10-1.txt
PROGRAM AGREEMENT
EXHIBIT 10.1
EXECUTION COPY
------------------------------------------------------------------------------
--------------------------
PROGRAM AGREEMENT
--------------------------
BY AND AMONG
GENERAL ELECTRIC CAPITAL CORPORATION,
A DELAWARE CORPORATION,
GE CAPITAL INFORMATION TECHNOLOGY SOLUTIONS, INC .,
A CALIFORNIA CORPORATION,
AND
IKON OFFICE SOLUTIONS, INC.,
AN OHIO CORPORATION
--------------------------
DATED MARCH 31, 2004
--------------------------
------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Article 1. PROGRAM FINANCING STRUCTURE...................................1
1.1. Financing
_____________
INFORMATION
TECHNOLOGY SOLUTIONS, INC – as of March 31, 2004, is by and among
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with a business
address at 10 Riverview Drive, Danbury, CT 06810 ("GE"), GE CAPITAL INFORMATION
TECHNOLOGY SOLUTIONS, INC ., a California corporation with a business address at
10 Riverview Drive, Danbury, CT 06810 ("GECITS"), and IKON OFFICE SOLUTIONS,
INC., an Ohio corporation with its principal place of business
_____________
dt 1338065
;
Weil Gotshal
As referenced in this Program Agreement:
WEIL, GOTSHAL – 4534
Attention: General Counsel
and
GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, Connecticut 06927
Facsimile: (203) 602-9305
Attention: General Counsel, GE Commercial Finance
with a copy to:
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Facsimile: (212) 310-8007
Attention: William M. Gutowitz, Esq.
or to such other address as shall be furnished in
_____________
dt 1366580
|
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| 2004 |
Program Agreement
Program Agreement (79K)
Doc #1009007: Click preview link for longer preview.
PROGRAM AGREEMENT
between
COMCAST CORPORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION LIQUIDITY PROGRAM OF
COMCAST CORPORATION
dated as of
October 4, 2004
Table of Contents
Page
1
Certain Terms
1
2
Tabulations
8
3
Calculation of . . .
1009007
|
J.P. Morgan
As referenced in this Program Agreement:
J.P. Morgan Securities Inc – in Section 3(a).
JPMorgan Entity shall have the meaning set forth in Section 6(a).
JPMorgan Options shall have the meaning set forth in Section 4(a).
"JPMSI" means J.P. Morgan Securities Inc .
4
Law means any statute, law, ordinance, rule, regulation, registration, permit, order, license, decree or judgment promulgated or issued by any Governmental Authority.
Losses shall have the meaning set
_____________
dt 1493115
;
JPMorgan Chase
As referenced in this Program Agreement:
JPMORGAN CHASE BANK, – Exhibit (d)(4)
EX-99 30 exhibitd-4.htm PROGRAM AGREEMENT
PROGRAM AGREEMENT
between
COMCAST CORPORATION
and
JPMORGAN CHASE BANK,
relating to the
STOCK OPTION LIQUIDITY PROGRAM OF
COMCAST CORPORATION
dated as of
October 4, 2004
Table of Contents
Page
1
Certain Terms
1
2
Tabulations
8
3
Calculation
_____________
JPMorgan Chase Bank – Jury Trial
24
24
Entire Agreement
24
25
Notices
25
3
PROGRAM AGREEMENT
Program Agreement dated as of October 4, 2004 between Comcast Corporation, a Pennsylvania corporation (the Company) and JPMorgan Chase Bank (the Bank):
WHEREAS, the Company proposes to establish a stock option liquidity program for certain stock options exercisable for common stock of the Company (the Option Liquidity Program), on
_____________
JPMorgan Chase Bank
– with a copy to:
Pepper Hamilton LLP
3000 Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Fax: (215) 981-4750
Attn: Robert A. Friedel
(b) If to the Bank:
JPMorgan Chase Bank
277 Park Avenue, 11th Floor
New York, New York, 10172
Fax: 212-622-0105
Attn: EDG Corporate, David Seaman
or at such other address or addresses as may later
_____________
JPMORGAN CHASE BANK
– duly executed by their respective authorized officers as of the day and year first above written.
COMCAST CORPORATION
/s/ William E. Dordelman
Name: William E. Dordelman
Title: Vice President -- Finance
JPMORGAN CHASE BANK
/s/ Santosh Nabar
Name: Santosh Nabar
Title: Managing Director
_____________
dt 1405982
;
Nasdaq Stock Market Inc.
As referenced in this Program Agreement:
Nasdaq Stock Market, Inc – of Nasdaq, Archipelago or the CBOE, (ii) an Early Closure or (iii) a Disrupted Day.
"Mellon" shall mean Mellon Investor Services LLC.
"Nasdaq" means the Nasdaq National Market of The Nasdaq Stock Market, Inc .
No-Action Letters shall mean (i) the letter dated October 6, 2003 to the Commission from Sullivan & Cromwell LLP on behalf of Goldman, Sachs & Co. requesting exemptive
_____________
dt 1499396
;
|
Pepper Hamilton
As referenced in this Program Agreement:
Pepper Hamilton – Act, and the Commissions response dated on the same date granting such relief and (iii) the letter to be dated on or about October 8, 2004 to the Commission from Pepper Hamilton LLP on behalf of the Company in connection with the Transactions requesting exemptive and no-action relief from certain rules promulgated under the Exchange Act.
Notice of Option Liquidity
_____________
Pepper Hamilton – adversely affect or delay the Option Liquidity Program.
16. Opinions. (a) The Company will deliver at Closing to the Bank an opinion, reasonably satisfactory to the Bank's counsel, of Pepper Hamilton LLP, special counsel to the Company, to the effect that:
(i) the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation
_____________
Pepper Hamilton – 981-7794
Attn: General Counsel
or at such other address or addresses as may later have been furnished in writing by the Company to the Bank, with a copy to:
Pepper Hamilton LLP
3000 Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Fax: (215) 981-4750
Attn: Robert A. Friedel
(b) If to the Bank:
JPMorgan Chase Bank
277 Park
_____________
dt 1535585
;
Preston Gates
As referenced in this Program Agreement:
Preston Gates – the Exchange Act, and the Commissions response dated October 9, 2003 granting such relief, (ii) the letter dated October 15, 2003 to the Commission from Davis Polk & Wardwell and Preston Gates & Ellis LLP on behalf of the Bank and Microsoft Corporation, respectively, requesting exemptive and no-action relief from certain rules promulgated under the Exchange Act, and the Commissions
_____________
dt 1354737
|
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Program Agreement
Program Agreement (158K)
Doc #1039663: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<PAGE>
CONFORMED COPY
PROGRAM AGREEMENT
IN RESPECT OF U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(AMENDED AND RESTATED)
DATED 27TH MARCH, 2003
CIBA SPECIALTY CHEMICALS PLC
CIBA . . .
1039663
|
GSI
As referenced in this Program Agreement:
GOLDMAN SACHS INTERNATIONAL – SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
AS ISSUERS
AND
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
AND
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
DEUTSCHE BANK AG LONDON
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN SECURITIES LTD.
UBS LIMITED
AS DEALERS
(LETTERHEAD)
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
CLAUSE PAGE
<S> <C>
1.
_____________
GOLDMAN SACHS INTERNATIONAL – GUARANTOR);
(6) CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, London
E14 4QJ;
(7) DEUTSCHE BANK AG LONDON of Winchester House, 1 Great Winchester Street,
EC2N 2DB;
(8) GOLDMAN SACHS INTERNATIONAL of Peterborough Court, 133 Fleet Street,
London EC4A 2BB;
(9) J.P. MORGAN SECURITIES LTD. of 125 London Wall, London EC2Y 5AJ; and
(10) UBS LIMITED, (UBS) of 1
_____________
Goldman Sachs International – under the Program, the Confirmation Letter
substantially in the form set out in Appendix 4 hereto;
DEALER means each of Credit Suisse First Boston (Europe) Limited, Deutsche
Bank AG London, Goldman Sachs International , J.P. Morgan Securities Ltd.,
UBS, and any New Dealer and excludes any entity whose appointment has been
terminated pursuant to Clause 10 and notice of termination of whose
_____________
GOLDMAN SACHS INTERNATIONAL – AG LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB
Telephone: 020 7545 2761
Telefax: 020 7541 2761
Telex: 94015555 DBLN G
Attention: MTN Desk
54
<PAGE>
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 020 7774 2295
Telex: 94012165 GSHH G
Telefax: 020 7774 5711
Attention: Euro Medium Term Note Desk
J.P. MORGAN
_____________
dt 1722573
;
JPMorgan Chase
As referenced in this Program Agreement:
JPMorgan Chase Bank – the other Paying Agents (as defined therein) under which the Agent is
appointed as issuing agent, principal paying agent and agent bank for the
purposes of the Program;
AGENT means JPMorgan Chase Bank as Agent under the Agency Agreement and
any successor agent appointed by the Issuers and the Guarantor in
accordance with the Agency Agreement;
AGREEMENT DATE means, in respect of any
_____________
JPMorgan Chase Bank – Dealer
under the Program Agreement.
28
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
29
<PAGE>
PART 2
FORM OF CONFIRMATION LETTER - PROGRAM
[Date]
To: [Name and address of new Dealer]
Dear
_____________
JPMorgan Chase Bank – GMBH
By:
For and on behalf of
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
By:
30
<PAGE>
For and on behalf of CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: JPMorgan Chase Bank (Agent)
[names of other Dealers at the date of accession]
31
<PAGE>
PART 3
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[DATE]
To: CIBA SPECIALTY CHEMICALS CORPORATION
_____________
JPMorgan Chase Bank – under the Program Agreement.
32
<PAGE>
This letter is governed by, and shall be construed in accordance with, English
law.
Yours faithfully,
[Name of New Dealer]
By:
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
33
<PAGE>
APPENDIX 4
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name and address of new Dealer]
_____________
JPMorgan Chase Bank – By:
CIBA SPECIALTY CHEMICALS PLC
By:
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
By:
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
By:
34
<PAGE>
CIBA SPECIALTY CHEMICALS HOLDING INC.
By: By:
cc: JPMorgan Chase Bank (Agent)
[names of Dealers at the date of accession]
35
<PAGE>
APPENDIX 5
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT OF THE PROGRAM
[Date]
To: The Dealers
_____________
dt 1730178
;
|
Cravath
As referenced in this Program Agreement:
Cravath, Swaine – form and with such content as the Dealers may
reasonably require, from:
(a) Freshfields Bruckhaus Deringer, legal advisers to CSC Germany as to
German law;
22
<PAGE>
(b) Cravath, Swaine & Moore, legal advisers to CSC US as to U.S. law;
(c) Conyers Dill & Pearman, legal advisers to CSC Bermuda as to Bermudan
law;
(d) Homburger, legal
_____________
/Cravath, Swaine – to the Managers dated the Closing
Date in such form and with such contents as the Lead Manager,
on behalf of the Managers, may reasonably require [from
Freshfields Bruckhaus Deringer/Cravath, Swaine &
Moore/Appleby, Spurling & Kempe], the legal advisers to the
Issuer as to [German/United States/Bermudan law,] from
Homburger, the legal advisers to the Guarantor as to
_____________
dt 1702347
|
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Corporate Program Agreement
Corporate Program Agreement (29K)
Doc #1089280: Click preview link for longer preview.
CORPORATE PROGRAM AGREEMENT
This Corporate Program Agreement (the "Agreement") made this ____, day
of March, 2001, between Transmedia Network Inc., a Delaware corporation, having
its principal place of business at 11900 Biscayne Boulevard, North Miami,
Florida 33181 and Responsys.com, Inc., having its principal place of business at
2225 E. Bay Road, Suite 100, Palo Alto, CA 94303 (collectively, the "Parties")
in consideration of the representations, warranties, covenants and agreements
set forth in the Agreement, and for other good and . . .
1089280
|
Morgan Lewis
As referenced in this Corporate Program Agreement:
Morgan, Lewis & Bockius – 11900 Biscayne Boulevard
Suite 460
North Miami, Florida 33181
Attn.: Keith E. Kiper, Vice President
and Corporate Counsel
Telephone: (305) 892-3306
Fax: (305) 892-3342
With a copy to: Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attn.: Stephen P. Farrell, Esq.
Telephone: (212)309-6050
Fax: (212)309-6273
If to Responsys: Responsys Inc.
2225 E.
_____________
dt 1373078
| |
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| 2003 |
Program Agreement
Program Agreement (199K)
Doc #1195517: Click preview link for longer preview.
PROGRAM AGREEMENT
among
SAKS INCORPORATED
MCRAE?S, INC.
and
HOUSEHOLD BANK (SB), N.A.
Dated as of April 15, 2003
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
1
Section 1.01.
Defined Terms
1
Section 1.02.
Certain Interpretive Matters
. . .
1195517
|
Citibank
As referenced in this Program Agreement:
Citibank, N.A. – Agreement among Sellers and Household Bank, dated as of July , 2002, as amended from time to time.
Receivables Purchase Agreement: As defined in the Purchase and Sale Agreement.
Reference Banks: Citibank, N.A. , Monogram Credit Card Bank of Georgia, and the Retailer Reference Banks; provided that, upon the occurrence of a material adverse change in the business, financial condition or results of
_____________
dt 1479443
;
McGraw-Hill Companies
As referenced in this Program Agreement:
McGraw-Hill Companies, Inc – Household Entity or Household International (including HFCs failure to maintain an investment grade rating from at least two of Fitch, Inc., Standard and Poors Ratings Services, a division of the McGraw-Hill Companies, Inc . and Moodys Investor Services, Inc.), or (ii) the ability of any Household Entity to consummate the transactions contemplated by the Transaction Documents.
Household Owner: With respect to a Household
_____________
McGraw-Hill Companies, Inc – or Household International.
42
(vii) HFC shall fail to maintain an investment grade rating from at least two of Fitch, Inc., Standard and Poors Ratings Services, a division of the McGraw-Hill Companies, Inc . and Moodys Investor Services, Inc.
(viii) A Change in Law that reduces in any material respect the ability of the Company or its Affiliates to use the Cardholder List,
_____________
dt 1517283
;
| |
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Credit Card Program Agreement
Credit Card Program Agreement (135K)
Doc #1587130: Click preview link for longer preview.
CREDIT CARD PROGRAM AGREEMENT
BETWEEN
THE BON-TON STORES, INC.
AND
HSBC BANK NEVADA, N.A.
DATED AS OF JUNE 20, 2005
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE 1 - DEFINITIONS......................... . . .
1587130
|
Bon-Ton Stores, Inc.
As referenced in this Credit Card Program Agreement:
BON-TON STORES, INC –
CREDIT CARD PROGRAM AGREEMENT, DATED AS OF JUNE 20, 2005
Exhibit 10.3
CREDIT CARD PROGRAM AGREEMENT
BETWEEN
THE BON-TON STORES, INC .
AND
HSBC BANK NEVADA, N.A.
DATED AS OF JUNE 20, 2005
1
TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS................................................................................. 5
Section 1.1 Definitions........................................................................ 5
_____________
BON-TON STORES, INC – WITNESSED
By: /s/ Asin Majeed By: /s/ Daniel L. Montenaro
____________________________________ _________________________________
Name: Asin Majeed Name: Daniel L. Montenaro
______________________________ _______________________________
Title: Executive Vice President Title: Counsel
______________________________ ______________________________
THE BON-TON STORES, INC . ATTESTED OR WITNESSED
By: /s/ H. Todd Dissinger By: /s/ Keith E. Plowman
_________________________________ ________________________________
Print Name: H. Todd Dissinger Name: Keith E. Plowman
_________________________ _______________________________
Title: Vice President
_____________
Bon-Ton Stores, Inc – By: /s/ Keith E. Plowman
_________________________________ ________________________________
Print Name: H. Todd Dissinger Name: Keith E. Plowman
_________________________ _______________________________
Title: Vice President and Treasurer Title: SVP and CFO
______________________________ ___________________________
The Bon-Ton Stores, Inc .'s Federal Tax ID #: 23-2835229
___________________________
39
_____________
dt 1865300
;
|
Wolf Block
As referenced in this Credit Card Program Agreement:
Wolf, Block – Counsel, HSBC Retail
Services Law Department, 2700 Sanders Road, Prospect Heights, Illinois 60070);
if to Bon-Ton, to the Attention of the Treasurer, (with a copy to the Attention
of Wolf, Block , Schorr & Solis-Cohen LLP, 1650 Arch Street, 22nd Floor,
Philadelphia, Pennsylvania 19103, Attention Henry Miller, Esq.) at their
respective addresses set forth on page one of this Agreement or
_____________
dt 1561479
|
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Private Label Credit Program Agreement
Private Label Credit Program Agreement (171K)
Doc #1674179: Click preview link for longer preview.
PRIVATE LABEL CREDIT PROGRAM AGREEMENT
This Private Label Credit Program Agreement is made as of the 26th day of
April, 2005, by and between BLAIR CORPORATION, a Delaware corporation with its
principal offices at 220 Hickory Street, Warren, PA 16366 ("Blair") and World
Financial Capital Bank, a Utah industrial bank with its principal offices at
2855 East Cottonwood Parkway, Salt Lake City, UT 84121 ("Bank").
WITNESSETH:
WHEREAS, Bank has established programs to extend private label credit . . .
1674179
| |
Patton Boggs
As referenced in this Private Label Credit Program Agreement:
Patton Boggs – when received, addressed as follows:
If to Blair:
Blair Corporation.
220 Hickory Street
Warren, PA 16366
Attention: Bryan Flanagan,
Chief Financial Officer
Fax: (814) 726-6123
With a copy to:
Patton Boggs LLP
2550 M Street, NW
Washington, D.C. 20037
Attention: John H. Vogel, Esq.
Philip G. Feigen, Esq.
Fax: (202) 457-6315
50
<PAGE>
If to Bank:
_____________
dt 1716264
|
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Credit Card Program Agreement
Credit Card Program Agreement (224K)
Doc #2491180: Click preview link for longer preview.
CREDIT CARD PROGRAM AGREEMENT
by and among
PIER 1 IMPORTS (U.S.), INC.,
and
CHASE BANK USA, N.A.
Dated as of August 30, 2006
Table of Contents
Page
ARTICLE I DEFINITIONS
1
1.1 Generally
1
1.2 Miscellaneous
11
ARTICLE II ESTABLISHMENT OF THE PROGRAM
11
. . .
2491180
|
Pier 1
As referenced in this Credit Card Program Agreement:
Pier 1 Imports, Inc. – a timely manner (but in no event less promptly than required by Applicable Law) to resolve all disputes with Cardholders.
(e) Financial Statements. If at any time during the Term, Pier 1 Imports, Inc. does not publicly file periodic reports with the Securities and Exchange Commission, Pier 1 Imports, Inc. shall provide to Bank (i) its audited consolidated annual financial statements within 90
_____________
Pier 1 Imports, Inc. – all disputes with Cardholders.
(e) Financial Statements. If at any time during the Term, Pier 1 Imports, Inc. does not publicly file periodic reports with the Securities and Exchange Commission, Pier 1 Imports, Inc. shall provide to Bank (i) its audited consolidated annual financial statements within 90 days of the end of each Fiscal Year, and (ii) its unaudited consolidated quarterly financial statements
_____________
dt 1622622
;
|
Winstead
As referenced in this Credit Card Program Agreement:
Winstead Sechrest – If to Pier 1:
100 Pier 1 Place
Ft. Worth, Texas 76102
Attn: Michael A. Carter, Esq.
Fax: (817) 252-7319
With a copy to (which shall not constitute notice):
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
Dallas, Texas 75270
Attn: Bruce A. Cheatham, Esq.
Fax: (214) 745-5390
If to the Bank:
Chase Bank USA, N.A.
201
_____________
dt 1578154
|
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Credit Card Program Agreement
Credit Card Program Agreement (224K)
Doc #2500638: Click preview link for longer preview.
CREDIT CARD PROGRAM AGREEMENT
by and among
PIER 1 IMPORTS (U.S.), INC.,
and
CHASE BANK USA, N.A.
Dated as of August 30, 2006
Table of Contents
Page
ARTICLE I DEFINITIONS
1
1.1 Generally
1
1.2 Miscellaneous
11
ARTICLE II ESTABLISHMENT OF THE PROGRAM
11
. . .
2500638
|
Pier 1
As referenced in this Credit Card Program Agreement:
Pier 1 Imports, Inc. – a timely manner (but in no event less promptly than required by Applicable Law) to resolve all disputes with Cardholders.
(e) Financial Statements. If at any time during the Term, Pier 1 Imports, Inc. does not publicly file periodic reports with the Securities and Exchange Commission, Pier 1 Imports, Inc. shall provide to Bank (i) its audited consolidated annual financial statements within 90
_____________
Pier 1 Imports, Inc. – all disputes with Cardholders.
(e) Financial Statements. If at any time during the Term, Pier 1 Imports, Inc. does not publicly file periodic reports with the Securities and Exchange Commission, Pier 1 Imports, Inc. shall provide to Bank (i) its audited consolidated annual financial statements within 90 days of the end of each Fiscal Year, and (ii) its unaudited consolidated quarterly financial statements
_____________
dt 1622623
;
|
Winstead
As referenced in this Credit Card Program Agreement:
Winstead Sechrest – If to Pier 1:
100 Pier 1 Place
Ft. Worth, Texas 76102
Attn: Michael A. Carter, Esq.
Fax: (817) 252-7319
With a copy to (which shall not constitute notice):
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
Dallas, Texas 75270
Attn: Bruce A. Cheatham, Esq.
Fax: (214) 745-5390
If to the Bank:
Chase Bank USA, N.A.
201
_____________
dt 1578155
|
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| 2007 |
Program Agreement
Program Agreement (37K)
Doc #2942558: Click preview link for longer preview.
THE GREAT REFRIGERATOR ROUNDUP
PROGRAM AGREEMENT
Agreement made as of this 15th day of June, 2007.
BETWEEN:
Ontario Power Authority
(hereinafter referred to as the �OPA�)
AND
ARCA Canada Inc. and Appliance Recycling Centers of America, Inc.
(hereinafter individually and collectively referred to as the �Service Provider�)
In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Interpretation
(a) Agreement. When used herein, the . . .
2942558
|
Appliance
As referenced in this Program Agreement:
Appliance Recycling Centers of America, Inc. – GREAT REFRIGERATOR ROUNDUP
PROGRAM AGREEMENT
Agreement made as of this 15th day of June, 2007.
BETWEEN:
Ontario Power Authority
(hereinafter referred to as the ?OPA?)
AND
ARCA Canada Inc. and Appliance Recycling Centers of America, Inc.
(hereinafter individually and collectively referred to as the ?Service Provider?)
In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and
_____________
Appliance Recycling Centers of America, Inc. – its obligations hereunder to third party contractors upon prior notice to the OPA of the identity of such proposed subcontractors. A change of control of either ARCA Canada Inc. or Appliance Recycling Centers of America, Inc. shall be deemed to be an unauthorized assignment hereunder and shall be grounds for termination of this Agreement.
(g) Conflict of Interest. The Service Provider is not engaged, and
_____________
APPLIANCE RECYCLING CENTERS OF
AMERICA, INC. – on the first page of this document.
ONTARIO POWER AUTHORITY
By:
/s/ R. Paul Shervill
Name:
R. Paul Shervill
Title:
Vice-President, Program Operations and Sector Development
ARCA CANADA INC.
APPLIANCE RECYCLING CENTERS OF
AMERICA, INC.
By:
/s/ Edward R. Cameron
By:
/s/ Edward R. Cameron
Name:
Edward R. Cameron
Name:
Edward R. Cameron
Title:
President
Title:
President
_____________
dt 1831341
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