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Preview Full Doc	2003	Strategic Relationship Agreement Strategic Relationship Agreement (84K) Doc #184377: Click preview link for longer preview. STRATEGIC RELATIONSHIP AGREEMENT This STRATEGIC RELATIONSHIP AGREEMENT ("Agreement") is made and entered into this 7th day of April, 2003, by and between Health Net, Inc., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is authorized to offer the Health Net Products (as defined herein) for sale in the Territory (as defined herein); WHEREAS, SafeGuard desires to make the Health Net Products available for sale by the SafeGuard Marketing Force (as defined herein) in the Territory; WHEREAS, Health Net is willing to make the Health Net Products available for sale in the Territory by the SafeGuard Marketing Force; WHEREAS, SafeGuard through its Subsidiaries is authorized to offer the SafeGuard Dental Products (as defined herein) for sale in the Territory; WHEREAS, SafeGuard is willing to make the Health Net Branded Products (as defined herein) available for sale by the Health Net Marketing Force (as defined herein) in the Territory; and WHEREAS, pursuant to the Purchase and Sale Agreement by and between Health Net and SafeGuard dated April 7, 2003, Health Net and SafeGuard agreed to enter into a strategic relationship agreement at the Closing to promote and facilitate the sale of Health Net Branded Products through the Health Net Marketing Force and the sale of Health Net Products through the SafeGuard Marketing Force. NOW THEREFORE, in consideration of the mutual agreements contained herein, the sufficiency of which is hereby acknowledged, and in consideration of the performance by the parties of their obligations under this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS ----------- Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below (definitions are applicable to both the singular and the plural form of each term defined herein). "Ancillary SafeGuard Products" means dental HMO products, dental PPO and ------------------------------ dental indemnity products developed by SafeGuard with benefit designs and rate structures that differentiate such products from the SafeGuard Dental Products offered generally by SafeGuard -1- {PAGE} in the Territory and which shall be sold exclusively by the Health Net Marketing Force only to Health Net Clients. "Benchmark Products" means those SafeGuard Dental Products that are ------------------- determined by the parties to be materially similar to the Health Net Branded Products as of the Effective Date. "Branding" shall have the meaning set forth in Section 2.7. -------- "Change of Control" means the acquisition, in a single transaction or in a ------------------- series of related transactions, by a person, an entity or a group of persons or entities acting in concert of fifty-one percent (51%) or more of the voting securities of a party, or fifty-one percent (51%) or more of the aggregate value of the assets of a party. "Contractholder" means an employer or individual in the Territory who or -------------- which executes an enrollment agreement with respect to any Product subject to this Agreement. "Dispute" shall have the meaning set forth in Section 9.1. ------- "Eligible Employee" means an employee who is eligible to enroll in a group ------------------ Product issued to a Contractholder. "Effective Date" means the Closing Date of the Purchase and Sale Agreement --------------- by and between Health Net and SafeGuard dated as of April 7, 2003. "Health Net Branded Products" means SafeGuard dental HMO Products, ------------------------------ SafeGuard dental PPO Products or SafeGuard dental indemnity Products selected by Health Net to market through the Health Net Marketing Force in the Territory after the Effective Date with the Branding of Health Net and issued, underwritten and administered by either SafeGuard Health Plans, Inc. or SafeHealth Insurance Company. "Health Net Clients" shall have the meaning set forth in Section 2.1. -------------------- "Health Net Dental Products" means the dental HMO Products offered in the ----------------------------- Territory as of the Effective Date by Health Net Dental, Inc., the dental PPO Product offered in Oregon by Health Net Health Plan of Oregon, Inc., the dental indemnity Product offered in Arizona by Health Net of Arizona, Inc. and the dental PPO and dental indemnity Products offered in the Territory as of the Effective Date by Health Net Life Insurance Company. "Health Net Indemnities" shall have the meaning set forth in Section 8.1. ------------------------ "Health Net Marketing Force" means (i) employees of Health Net or its ----------------------------- Subsidiaries who are licensed in one or more states within the Territory to sell Products in any state within the Territory; (ii) any agents under contract with any Health Net Subsidiary who or which are licensed in one or more states within the Territory and authorized to sell Products on behalf of any Health Net Subsidiary in any of the states within the Territory; and (iii) any independent brokers who or which are licensed in one or more states within the Territory to sell Products and who or which are authorized to represent specific purchasers 184377	Health Net Health Net, Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement: Health Net, Inc – 2003 --------------------------------------------------------------------- STRATEGIC RELATIONSHIP AGREEMENT This STRATEGIC RELATIONSHIP AGREEMENT ("Agreement") is made and entered into this 7th day of April, 2003, by and between Health Net, Inc ., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is _____________ Health Net, Inc – 901 Main Street, Ste. 4300 Dallas, Texas 75202-3794 Tel: (214) 651-4525 Fax: (214) 659-4023 (b) if to Health Net to: Health Net, Inc . Attn: General Counsel 21650 Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 with a copy to: _____________ HEALTH NET, INC – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. HEALTH NET, INC . By: /s/ B. Curtis Westen ------------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary SAFEGUARD HEALTH ENTERPRISES, INC. By: / _____________ Health Net, Inc – BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (the "Addendum") supplements and is made a part of the Strategic Relationship Agreement by and between Health Net, Inc . and SafeGuard Health Enterprises, Inc. (the "Agreement"), and is effective as of the Effective Date of the Agreement. RECITALS A. The parties _____________ dt 230835 ; Safeguard Health Safeguard Health Enterprises Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement: SafeGuard Health Enterprises, – is made and entered into this 7th day of April, 2003, by and between Health Net, Inc., a Delaware corporation ("Health Net") and SafeGuard Health Enterprises, Inc., a Delaware corporation ("SafeGuard"). RECITALS -------- WHEREAS, Health Net, through its Subsidiaries, is authorized to offer the Health Net Products (as defined _____________ SafeGuard Health Enterprises, – of such respective type). Notices shall be effective upon receipt and shall be addressed as follows: -17- {PAGE} (a) if to SafeGuard to: SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Attn.: James E. Buncher President and Chief Executive Officer Tel: (949) 425-4100 _____________ SafeGuard Health Enterprises, – Executive Officer Tel: (949) 425-4100 Fax: (949) 425-4101 with a copy to: Ronald I. Brendzel Senior Vice President and General Counsel SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 and David K. Meyercord Strasburger _____________ SAFEGUARD HEALTH ENTERPRISES, – first above written. HEALTH NET, INC. By: /s/ B. Curtis Westen ------------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ James E. Buncher ------------------------------------- Name: James E. Buncher Title: President and Chief Executive Officer By: /s/ Stephen J. Baker ------------------------------------- Name: _____________ SafeGuard Health Enterprises, – Business Associate Addendum (the "Addendum") supplements and is made a part of the Strategic Relationship Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. (the "Agreement"), and is effective as of the Effective Date of the Agreement. RECITALS A. The parties may disclose certain information _____________ dt 231034 ;	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Strategic Relationship Agreement: Sonnenschein – Tel: (818) 676-7601 Fax: (818) 676-7503 with a copy to: Kenneth B. Schnoll Sonnenschein Nath & Rosenthal 685 Market Street San Francisco, CA 94105 Tel: (415) 882-0210 Fax: (415) dt 31271
Preview Full Doc	2003	Strategic Relationship Agreement [Amended and Restated] Strategic Relationship Agreement [Amended and Restated] (118K) Doc #292434: Click preview link for longer preview. AMENDED AND RESTATED STRATEGIC RELATIONSHIP AGREEMENT This Amended and Restated Strategic Relationship Agreement ("Agreement") is made and entered into this 31st day of October, 2003, by and among Health Net, Inc., a Delaware corporation ("HNI"), Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are jointly referred to herein as "Health Net"), SafeGuard Health Enterprises, Inc., a Delaware corporation ("SFGD"), SafeHealth Life Insurance Company, a California domiciled life and health insurance company, SafeGuard Health Plans, Inc., a California specialized Knox-Keene Health Care Service Plan, Health Net Dental, Inc., a California specialized Knox-Keene Health Care Service Plan ("HND") and Health Net Vision, Inc. ("HNV") (SafeGuard Health Enterprises, Inc., SafeGuard Health Plans, Inc., SafeHealth Life Insurance Company, HNV and HND are jointly referred to herein as "SafeGuard"). RECITALS -------- WHEREAS, pursuant to the terms and subject to the conditions set forth in the Purchase and Sale Agreement by and between HNI and SFGD dated April 7, 2003, inter alia, SFGD agreed to purchase from HNI and HNI agreed to sell to SFGD, all the issued and outstanding stock of HND (the "Purchase and Sale Agreement"). WHEREAS, pursuant to the terms of the Purchase and Sale Agreement, HNI and SFGD agreed to enter into a strategic relationship agreement at the Closing to promote and facilitate the sale of Health Net Branded Products through the Health Net Marketing Force and the sale of Health Net Products through the SafeGuard Marketing Force. WHEREAS, HNI and SFGD are parties to a Strategic Relationship Agreement dated as of April 7, 2003 (the "Strategic Relationship Agreement"). WHEREAS, HNI and SFGD wish to amend and completely restate the Strategic Relationship Agreement and to supersede in its entirety the Strategic Relationship Agreement with this Amended and Restated Strategic Relationship Agreement. NOW THEREFORE, in consideration of the mutual agreements contained herein, the sufficiency of which is hereby acknowledged, and in consideration of the performance by the parties of their obligations under this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS ----------- Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below (definitions are applicable to both the singular and the plural form of each term defined herein). "Aggregate Payment Amount" shall have the meaning set forth in Section 6.3. ------------------------ 1 {PAGE} "Ancillary SafeGuard Products" means dental HMO products, dental PPO and ------------------------------ dental indemnity products developed jointly by SafeGuard and Health Net with benefit designs and rate structures that differentiate such products from the SafeGuard Dental Products offered generally by SafeGuard in the Territory and which shall be sold exclusively by the Health Net Marketing Force only to Health Net Clients. "Benchmark Products" means those SafeGuard Dental Products that are ------------------- determined by the parties to be materially similar to the Health Net Branded Products as of the Effective Date and set forth on Schedule 5.1. ------------- "Branding" shall have the meaning set forth in Section 2.7. -------- "Bundled Product" means a Health Net Medical Product that also provides ---------------- coverage for dental services and dental products in a single policy or contract form that is issued and underwritten by a single Health Net Affiliate and under which the dental benefits are administered by HND. "Change of Control" means the acquisition, in a single transaction or in a ------------------ series of related transactions, by a person, an entity or a group of persons or entities acting in concert of fifty-one percent (51%) or more of the voting securities of a party, or fifty-one percent (51%) or more of the aggregate value of the assets of a party. "Contractholder" means an employer or individual in the Territory who or -------------- which executes an enrollment agreement with respect to any Product subject to this Agreement. "Copayment or Coinsurance" means the specific payment that a Subscriber is ------------------------- required to make to a provider at the time Covered Dental Services are provided and which the provider is required to collect. "Covered Dental Services" means those dental services or supplies to which ------------------------ a Subscriber is entitled pursuant to the terms of the Subscriber's Health Net Branded Product. "Dental Provider" means a dentist, dental health service provider, or a ---------------- dental product provider who or which is a party to a contract with any SafeGuard Affiliate to provide dental services or dental products to Subscribers enrolled in a Health Net Branded Product. "Dispute" shall have the meaning set forth in Section 9.1. ------- "Eligible Employee" means an employee who is eligible to enroll in a group ------------------ Product issued to a Contractholder. "Effective Date" means the Closing Date of the Purchase and Sale Agreement. -------------- "Existing Dental or Vision Products" shall have the meaning set forth in ------------------------------------- Section 5.8. "Health Care Costs" means the capitation and claims paid to Dental ------------------- Providers for Covered Dental Services. 292434	Health Net Health Net, Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: Health Net, Inc – AGREEMENT This Amended and Restated Strategic Relationship Agreement ("Agreement") is made and entered into this 31st day of October, 2003, by and among Health Net, Inc ., a Delaware corporation ("HNI"), Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are _____________ Health Net, Inc – 901 Main Street, Ste. 4300 Dallas, Texas 75202-3794 Tel: (214) 651-4525 Fax: (214) 659-4023 (b) if to Health Net to: Health Net, Inc . Attn: General Counsel 21650 Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 24 {PAGE} with a _____________ HEALTH NET, INC – WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. HEALTH NET, INC . By: /s/ B. Curtis Westen ----------------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary HEALTH NET LIFE INSURANCE COMPANY _____________ Health Net, Inc – This Business Associate Addendum (the "Addendum") supplements and is made a part of the Amended and Restated Strategic Relationship Agreement by and among Health Net, Inc ., Health Net Life Insurance Company, SafeGuard Health Enterprises, Inc., SafeHealth Life Insurance Company, SafeGuard Health Plans, Inc., Health Net Vision, Inc. and _____________ dt 230848 ; Safeguard Health Safeguard Health Enterprises Inc. ( Accident & Health Insurance ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: SafeGuard Health Enterprises, – Life Insurance Company, a California domiciled life and disability insurance company ("HNL") (HNI and HNL are jointly referred to herein as "Health Net"), SafeGuard Health Enterprises, Inc., a Delaware corporation ("SFGD"), SafeHealth Life Insurance Company, a California domiciled life and health insurance company, SafeGuard Health Plans, Inc., a _____________ (SafeGuard Health Enterprises, – Care Service Plan, Health Net Dental, Inc., a California specialized Knox-Keene Health Care Service Plan ("HND") and Health Net Vision, Inc. ("HNV") (SafeGuard Health Enterprises, Inc., SafeGuard Health Plans, Inc., SafeHealth Life Insurance Company, HNV and HND are jointly referred to herein as "SafeGuard"). RECITALS -------- WHEREAS, pursuant _____________ SafeGuard Health Enterprises, – for communications of such respective type). Notices shall be effective upon receipt and shall be addressed as follows: (a) if to SafeGuard to: SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Attn.: James E. Buncher President and Chief Executive Officer Tel: (949) 425-4100 _____________ SafeGuard Health Enterprises, – Executive Officer Tel: (949) 425-4100 Fax: (949) 425-4101 with a copy to: Ronald I. Brendzel Senior Vice President and General Counsel SafeGuard Health Enterprises, Inc. 95 Enterprise, Suite 100 Aliso Viejo, California 92656 Tel: (949) 425-4110 Fax: (949) 425-4586 and David K. Meyercord Strasburger _____________ SAFEGUARD HEALTH ENTERPRISES, – Westen Title: Senior Vice President, General Counsel and Secretary HEALTH NET LIFE INSURANCE COMPANY By: /s/ Douglas King ----------------------------------- Name: Douglas King Title: President SAFEGUARD HEALTH ENTERPRISES, INC. By: /s/ Ronald I. Brendzel ----------------------------------- Name: Ronald I. Brendzel Title: Senior Vice President, General Counsel and Secretary 27 {PAGE} SAFEHEALTH LIFE _____________ dt 231055 ;	Sonnenschein Sonnenschein Nath & Rosenthal LLP ( Legal ) As referenced in this Strategic Relationship Agreement [Amended and Restated]: Sonnenschein Nath – Oxnard Street Woodland Hills, California 91367 Tel: (818) 676-7601 Fax: (818) 676-7503 24 {PAGE} with a copy to: Kenneth B. Schnoll Sonnenschein Nath & Rosenthal, L.L.P. 685 Market Street San Francisco, CA 94105 Tel: (415) 882-0210 Fax: (415) 543-5472 Section 10.14. _____________ dt 241542
Preview Full Doc	2001	Relationship Agreement Relationship Agreement (2K) Doc #394304: Click preview link for longer preview. [ON TELEWEST HEADED PAPER] To: Microsoft Corporation and Liberty Media International, Inc, Liberty UK Holdings Inc. and Liberty UK Inc. (the "Liberty Parties") 18 May 2001 Dear Sirs RELATIONSHIP . . . 394304	LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Relationship Agreement: Liberty Media International, Inc – 99.2 {SEQUENCE}4 {FILENAME}d92523a3ex99-2.txt {DESCRIPTION}LETTER DATED 5/18/01 FROM THE ISSUER {TEXT} {PAGE} EXHIBIT 99.2 [ON TELEWEST HEADED PAPER] To: Microsoft Corporation and Liberty Media International, Inc , Liberty UK Holdings Inc. and Liberty UK Inc. (the "Liberty Parties") 18 May 2001 Dear Sirs RELATIONSHIP AGREEMENT We refer to the Revised New Relationship Agreement dated as of _____________ Liberty Media International Inc – Cook For and on behalf of Telewest Communications plc {PAGE} Agreed: /s/ John Seethoff -------------------------------- for and on behalf of Microsoft Corporation /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty Media International Inc . /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty UK Holdings Inc. /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty UK Inc. Page 2 {/TEXT} {/DOCUMENT} _____________ dt 1034277 ;	TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Relationship Agreement: Telewest Communications plc – conversion or exchange of any securities convertible or exchangeable for Ordinary Shares. This letter shall be governed by English law. Yours sincerely /s/ Stephen Cook For and on behalf of Telewest Communications plc {PAGE} Agreed: /s/ John Seethoff -------------------------------- for and on behalf of Microsoft Corporation /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty Media International Inc. /s/ Charles Y. Tanabe -------------------------------- _____________ dt 1423728
Preview Full Doc	2000	Relationship Agreement Relationship Agreement (106K) Doc #394316: Click preview link for longer preview. As of 3 MARCH 2000 MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC. LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== . . . 394316	LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Relationship Agreement: LIBERTY MEDIA INTERNATIONAL, INC – REVISED EXISTING RELATIONSHIP AGREEMENT {TEXT} {PAGE} 1 EXHIBIT (2) As of 3 MARCH 2000 MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC . LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== THE REVISED EXISTING RELATIONSHIP AGREEMENT ====================================== {PAGE} 2 Contents {TABLE} {CAPTION} Clause Page {S} {C} {C} 1. INTERPRETATION..............................................................................2 2. _____________ LIBERTY MEDIA INTERNATIONAL, INC – Inc.), each being a company incorporated in Delaware, USA whose principal place of business is 7800 East Orchard Road, Englewood, Colorado 80111, USA (MediaOne UK and MediaOne Cable respectively); (3) LIBERTY MEDIA INTERNATIONAL, INC ., a company incorporated in Delaware, USA whose principal place of business is 9197 South Peoria Street, Englewood, Colorado 80112 USA (Liberty International) (formerly known as Tele-Communications International, Inc.); ( _____________ Liberty Media International, Inc – Deed and is supplemental to the Relationship Agreement dated [_____ _____] made by (1) MediaOne International Holdings, Inc., (2) MediaOne UK Cable, Inc. and MediaOne Cable Partnership Holdings, Inc., (3) Liberty Media International, Inc ., (4) Liberty UK, Inc., (5) Liberty UK Holdings, Inc., (6) Microsoft Corporation and (7) Telewest Communications plc (the Relationship Agreement). THIS DEED WITNESSES as follows: 1. The Covenantor confirms _____________ LIBERTY MEDIA ) INTERNATIONAL, INC – INC. ) SIGNED by GARY AMES ) for and on behalf of MEDIAONE ) /s/ A Gary Ames PARTNERSHIP HOLDINGS, ) INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY MEDIA ) INTERNATIONAL, INC . ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY UK HOLDINGS, INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY _____________ dt 1034339 ; TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Relationship Agreement: TELEWEST COMMUNICATIONS plc – 3 MARCH 2000 MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC. LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== THE REVISED EXISTING RELATIONSHIP AGREEMENT ====================================== {PAGE} 2 Contents {TABLE} {CAPTION} Clause Page {S} {C} {C} 1. INTERPRETATION..............................................................................2 2. CONDITION...................................................................................8 3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS................................................9 4. DIRECTORS.................................................................................. _____________ TELEWEST COMMUNICATIONS plc, – company incorporated in Colorado, USA whose principal place of business is 9197 South Peoria Street, Englewood, Colorado 80112 USA (formerly known as United Artists Programming - Europe, Inc.) (Liberty UK); (6) TELEWEST COMMUNICATIONS plc, a company incorporated in England and Wales (registered no. 2983307), whose registered office is at Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW, England (the Company); and (7) _____________ Telewest Communications plc – 2) MediaOne UK Cable, Inc. and MediaOne Cable Partnership Holdings, Inc., (3) Liberty Media International, Inc., (4) Liberty UK, Inc., (5) Liberty UK Holdings, Inc., (6) Microsoft Corporation and (7) Telewest Communications plc (the Relationship Agreement). THIS DEED WITNESSES as follows: 1. The Covenantor confirms that it has been given and read a copy of the Relationship Agreement and covenants with each _____________ TELEWEST COMMUNICATIONS ) PLC – UK HOLDINGS, INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY UK, INC. ) SIGNED by VICTORIA HULL ) for and on behalf of ) /s/ Victoria Hull TELEWEST COMMUNICATIONS ) PLC ) Page 37 {/TEXT} {/DOCUMENT} _____________ dt 1423730 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Relationship Agreement: Bank of New York, – Listing Rules; Debenture Change of Control means a Change of Control as defined in any of (i) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York, pursuant to which the Company issued its Senior Debentures due 2006, (ii) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York _____________ Bank of New York – The Bank of New York, pursuant to which the Company issued its Senior Debentures due 2006, (ii) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York pursuant to which the Company issued its Senior Discount Debentures due 2007, (iii) the Indenture dated as of November 9, 1998 between the Company and The Bank of New York, _____________ Bank of New York, – Bank of New York pursuant to which the Company issued its Senior Discount Debentures due 2007, (iii) the Indenture dated as of November 9, 1998 between the Company and The Bank of New York, pursuant to which the Company issued its Senior Notes due 2008, (iv) the Indenture, dated as of February 19, 1999 between the Company and The Bank of New York, _____________ Bank of New York, – The Bank of New York, pursuant to which the Company issued its Senior Notes due 2008, (iv) the Indenture, dated as of February 19, 1999 between the Company and The Bank of New York, pursuant to which the Company issued its Senior Convertible Notes due 2007 (v) the Indenture, dated as of 15 April 1999, between the Company and The Bank of New _____________ Bank of New York, – Bank of New York, pursuant to which the Company issued its Senior Convertible Notes due 2007 (v) the Indenture, dated as of 15 April 1999, between the Company and The Bank of New York, pursuant to which the Company issued its Sterling and Dollar denominated Senior Discount Notes due 2009 in each case as in effect as at 1 October 1999 and (vi) _____________ dt 1006597
Preview Full Doc	2003	Strategic Partnership Agreement Strategic Partnership Agreement (34K) Doc #404946: Click preview link for longer preview. STRATEGIC PARTNERSHIP AGREEMENT THIS AGREEMENT dated December 17, 2002 by and among DriverShield CRM Corp., a Delaware corporation ("CRM"), together with its parent DriverShield Corp., a New York corporation ("D/S") both with offices 12514 West Atlantic Blvd, Coral Springs, Florida 33071 and ClaimsNet, Inc., a Pennsylvania corporation ("ClaimsNet"), with offices at 4850 Street Rd, Tower One, Trevose, PA 19053. WHEREAS, CRM is engaged in the vehicle claims management business ("VCMB"); and WHEREAS, CRM desires ClaimsNet to operate and manage its VCMB; and WHEREAS, ClaimsNet has agreed to operate and manage the VCMB upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound hereby, the parties agree as follows: SERVICING VCMB 1. CRM and ClaimsNet agree to a Strategic Partnership Agreement whereby ClaimsNet shall operate and manage the CRM VCMB based upon the terms and conditions set forth herein. 2. ClaimsNet services shall include and be provided by ClaimsNet at its sole cost and expense: (i) servicing client claims through an auto body shop network, (ii) operating the VCMB during normal business hours Monday through Friday excluding national holidays, (iii) auditing estimates, (iv) originating and completing all financial transactions with shops and clients, (v) hosting and managing the server systems, web site and software necessary to operate and manage the VCMB systems, (vi) personnel and staffing, (vii) accounting functions and financial systems, (viii) funding the VCMB and (ix) maintaining insurance. Commencement of servicing of the VCMB shall occur prior to January 1, 2003. (the "Effective Date"). ClaimsNet will operate the VCMB on terms which are similar in nature, volume and scope to those which ClaimsNet provided to its clients immediately prior to the Effective Date. LICENSE OF TECHNOLOGY 3. CRM hereby grants a non-exclusive non-transferable license to ClaimsNet during the term of this Agreement and any extension whereby CRM shall license all of the software ("Technology") pursuant to a Proprietary Software License Agreement as set forth in Exhibit A and other intellectual property ("IP") as set forth in the Trademark License Agreement attached in Exhibit B, both related to the CRM VCMB. Additionally, for the Term of this Agreement, CRM hereby grants ClaimsNet a non-exclusive non-transferable license to utilize the CRM VCMB vehicle repair vendor network ("Network") for ClaimsNet to carry-out its obligations pursuant to this Agreement. CRM agrees to allow ClaimsNet to utilize the CRM VCMB and Technology without charge, for all of ClaimsNet's present customers including any of their customer accounts, a list of which includes AIG Mass Marketing, Harleysville, Safeco, Omaha Property & Casualty, Providence Washington Insurance Company, Royal SunAlliance, Penns Miller, Home State County Mutual, Crum & Forster, ARI Insurance, GE, First Notice Systems (and any of their customer accounts), and First Choice Solutions (and any of their customer accounts). 1 {PAGE} TERM 4. The term of this Agreement shall be for a period of five (5) years from the Effective Date (the "Term"). This Agreement shall be renewed for additional two (2) year terms unless ClaimsNet notifies CRM that it is terminating the Agreement at least ninety (90) days prior to the end of the then-current term. OPTION TO PURCHASE 5. During the Term and any extension thereof, ClaimsNet shall have the option beginning on January 1, 2007 to purchase from CRM the VCMB including but not limited to the customer list, supplier list and assignment of contracts, and Technology, which price shall be computed as an amount equal to the fees paid by ClaimsNet to CRM for the past twenty-four (24) months. ClaimsNet shall assume no liabilities of CRM, other than those directly related to the operation of the VCMB and previously incurred by ClaimsNet subsequent to the Effective Date. PAYMENT 6. ClaimsNet shall pay CRM the following compensation for the entire Term of this Agreement and any extension thereof: a. Fifty percent (50%) of all administrative fees, excluding auditing, appraisal and third party e-commerce fees, collected from CRM Clients, beginning February 1, 2003. b. Twenty-five (25%) of all vendor referral fees paid by automobile body repair shops for repairs derived from CRM Clients beginning March 1, 2003. c. Fifteen percent (15%) of all administrative fees and vendor referral fees paid by auto body repair shops, derived from New ClaimsNet Clients employing the Technology, excluding auditing, appraisal and third party E-Commerce fees. A CRM Client shall be defined as: (i) a client that has entered into a written agreement with CRM prior to the Effective Date of the Strategic Partnership Agreement, (ii) a client that has previously been disclosed in writing to ClaimsNet prior to the Effective Date of the Strategic Partnership Agreement as set forth in Exhibit C, or (iii) a clientthat enters into a written agreement with CRM which is approved by ClaimsNet subsequent to the Effective Date of the Strategic Partnership Agreement, due to the direct sales efforts of CRM or D/S. A list of CRM clients is set forth in Exhibit D. A New ClaimsNet Client shall be defined and limited to those new client accounts acquired by ClaimsNet after the Effective Date of the Agreement that utilize the Technology to service the New ClaimsNet Client. The compensation payable to CRM shall be paid monthly no later than the fifteen (15th) of the month following the previous month in which ClaimsNet collects the underlying fees for which the compensation is payable. Any compensation not paid 404946	Accessity Accessity Corp. ( Business Services )
Preview Full Doc	2005	Strategic Relationship Agreement Strategic Relationship Agreement (151K) Doc #1076446: Click preview link for longer preview. EXHIBIT 10.2 Exhibit 10.2 STRATEGIC RELATIONSHIP AGREEMENT BY AND AMONG CENDANT REAL ESTATE SERVICES GROUP, LLC, CENDANT REAL ESTATE SERVICES VENTURE PARTNER, INC., PHH CORPORATION, CENDANT MORTGAGE CORPORATION, PHH BROKER PARTNER CORPORATION, AND PHH HOME LOANS, LLC January 31, 2005 *The term “Confidential” indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the . . . 1076446	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Strategic Relationship Agreement: FNMA – Cure Period 12 Customer 4 Customer Fees and Charges 4 Customer Information 15 Customer Payment 15 Customer Survey 22 Dispute 47 Disputing Party 47 vi Domain Name 5 FHLMC 18 FNMA 18 Franchisee Customer 5 Franchisee Customer Survey 33 Franchisee Key Customer Question 34 Franchisee Key Referral Question 34 Franchisee Mortgage Content 29 Franchisee Referral Survey 33 Franchisee Surveys 33 _____________ FNMA – Section 13.11(b). “Domain Name” means the unique name that identifies an Internet site. “FHLMC” has the meaning set forth in Section 3.5. “FNMA ” has the meaning set forth in Section 3.5. “Franchisee Customer” means any customer of a Brand Franchisee that contacts PMC or an Affiliate thereof, whether _____________ Federal National Mortgage Association – Guidelines specify otherwise for specific Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”) and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. The Company shall issue approval letters on _____________ FNMA – Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA ”) and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. The Company shall issue approval letters on those applications _____________ FNMA – at the same time. Unless the PMC Underwriting Guidelines specify otherwise for specific PMC Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of FHLMC, FNMA and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. PMC shall issue approval letters on those applications which generally _____________ dt 1438551 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Strategic Relationship Agreement: Skadden, Arps – Mail Stop ACC Mt. Laurel, NJ 08054 Facsimile: (856) 917-0950 Attention: William F. Brown, Senior Vice President and General Counsel Copies of all notices hereunder shall be delivered to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Facsimile: (212) 735-2000 Attention: Fred B. White III, Esq. Notices, demands, consents and other communications _____________ dt 1431477
Preview Full Doc	2001	Relationship Agreement Relationship Agreement (3K) Doc #1109439: Click preview link for longer preview. [ON TELEWEST HEADED PAPER] To: Microsoft Corporation and Liberty Media International, Inc, Liberty UK Holdings Inc. and Liberty UK Inc. (the "Liberty Parties") 18 May 2001 Dear Sirs RELATIONSHIP . . . 1109439	LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Relationship Agreement: Liberty Media International, Inc – 99.2 4 d92523a3ex99-2.txt LETTER DATED 5/18/01 FROM THE ISSUER EXHIBIT 99.2 [ON TELEWEST HEADED PAPER] To: Microsoft Corporation and Liberty Media International, Inc , Liberty UK Holdings Inc. and Liberty UK Inc. (the "Liberty Parties") 18 May 2001 Dear Sirs RELATIONSHIP AGREEMENT We refer to the Revised New Relationship Agreement dated as of _____________ Liberty Media International Inc – Cook For and on behalf of Telewest Communications plc Agreed: /s/ John Seethoff -------------------------------- for and on behalf of Microsoft Corporation /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty Media International Inc . /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty UK Holdings Inc. /s/ Charles Y. Tanabe -------------------------------- for and on behalf of Liberty UK Inc. Page 2 _____________ dt 1708109
Preview Full Doc	2000	Relationship Agreement Relationship Agreement (106K) Doc #1109455: Click preview link for longer preview. MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC. LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== THE REVISED EXISTING RELATIONSHIP AGREEMENT . . . 1109455	LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Relationship Agreement: LIBERTY MEDIA INTERNATIONAL, INC – REVISED EXISTING RELATIONSHIP AGREEMENT 1 EXHIBIT (2) As of 3 MARCH 2000 MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC . LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== THE REVISED EXISTING RELATIONSHIP AGREEMENT ====================================== 2 Contents Clause Page 1. INTERPRETATION..............................................................................2 2. _____________ LIBERTY MEDIA INTERNATIONAL, INC – Inc.), each being a company incorporated in Delaware, USA whose principal place of business is 7800 East Orchard Road, Englewood, Colorado 80111, USA (MediaOne UK and MediaOne Cable respectively); (3) LIBERTY MEDIA INTERNATIONAL, INC ., a company incorporated in Delaware, USA whose principal place of business is 9197 South Peoria Street, Englewood, Colorado 80112 USA (Liberty International) (formerly known as Tele-Communications International, Inc.); ( _____________ Liberty Media International, Inc – Deed and is supplemental to the Relationship Agreement dated [_____ _____] made by (1) MediaOne International Holdings, Inc., (2) MediaOne UK Cable, Inc. and MediaOne Cable Partnership Holdings, Inc., (3) Liberty Media International, Inc ., (4) Liberty UK, Inc., (5) Liberty UK Holdings, Inc., (6) Microsoft Corporation and (7) Telewest Communications plc (the Relationship Agreement). THIS DEED WITNESSES as follows: 1. The Covenantor confirms _____________ LIBERTY MEDIA ) INTERNATIONAL, INC – INC. ) SIGNED by GARY AMES ) for and on behalf of MEDIAONE ) /s/ A Gary Ames PARTNERSHIP HOLDINGS, ) INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY MEDIA ) INTERNATIONAL, INC . ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY UK HOLDINGS, INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY _____________ dt 1869123 ; TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Relationship Agreement: TELEWEST COMMUNICATIONS plc – 3 MARCH 2000 MEDIAONE INTERNATIONAL HOLDINGS, INC. MICROSOFT CORPORATION MEDIAONE UK CABLE, INC. and MEDIAONE CABLE PARTNERSHIP HOLDINGS, INC. LIBERTY MEDIA INTERNATIONAL, INC. LIBERTY UK HOLDINGS, INC. LIBERTY UK, INC. TELEWEST COMMUNICATIONS plc ====================================== THE REVISED EXISTING RELATIONSHIP AGREEMENT ====================================== 2 Contents Clause Page 1. INTERPRETATION..............................................................................2 2. CONDITION...................................................................................8 3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS................................................9 4. DIRECTORS.................................................................................. _____________ TELEWEST COMMUNICATIONS plc, – company incorporated in Colorado, USA whose principal place of business is 9197 South Peoria Street, Englewood, Colorado 80112 USA (formerly known as United Artists Programming - Europe, Inc.) (Liberty UK); (6) TELEWEST COMMUNICATIONS plc, a company incorporated in England and Wales (registered no. 2983307), whose registered office is at Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW, England (the Company); and (7) _____________ Telewest Communications plc – 2) MediaOne UK Cable, Inc. and MediaOne Cable Partnership Holdings, Inc., (3) Liberty Media International, Inc., (4) Liberty UK, Inc., (5) Liberty UK Holdings, Inc., (6) Microsoft Corporation and (7) Telewest Communications plc (the Relationship Agreement). THIS DEED WITNESSES as follows: 1. The Covenantor confirms that it has been given and read a copy of the Relationship Agreement and covenants with each _____________ TELEWEST COMMUNICATIONS ) PLC – UK HOLDINGS, INC. ) SIGNED by GRAHAM HOLLIS ) for and on behalf of ) /s/ G. Hollis LIBERTY UK, INC. ) SIGNED by VICTORIA HULL ) for and on behalf of ) /s/ Victoria Hull TELEWEST COMMUNICATIONS ) PLC ) Page 37 _____________ dt 1865471 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Relationship Agreement: Bank of New York, – Listing Rules; Debenture Change of Control means a Change of Control as defined in any of (i) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York, pursuant to which the Company issued its Senior Debentures due 2006, (ii) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York _____________ Bank of New York – The Bank of New York, pursuant to which the Company issued its Senior Debentures due 2006, (ii) the Indenture, dated as of October 3, 1995, between the Company and The Bank of New York pursuant to which the Company issued its Senior Discount Debentures due 2007, (iii) the Indenture dated as of November 9, 1998 between the Company and The Bank of New York, _____________ Bank of New York, – Bank of New York pursuant to which the Company issued its Senior Discount Debentures due 2007, (iii) the Indenture dated as of November 9, 1998 between the Company and The Bank of New York, pursuant to which the Company issued its Senior Notes due 2008, (iv) the Indenture, dated as of February 19, 1999 between the Company and The Bank of New York, _____________ Bank of New York, – The Bank of New York, pursuant to which the Company issued its Senior Notes due 2008, (iv) the Indenture, dated as of February 19, 1999 between the Company and The Bank of New York, pursuant to which the Company issued its Senior Convertible Notes due 2007 (v) the Indenture, dated as of 15 April 1999, between the Company and The Bank of New _____________ Bank of New York, – Bank of New York, pursuant to which the Company issued its Senior Convertible Notes due 2007 (v) the Indenture, dated as of 15 April 1999, between the Company and The Bank of New York, pursuant to which the Company issued its Sterling and Dollar denominated Senior Discount Notes due 2009 in each case as in effect as at 1 October 1999 and (vi) _____________ dt 1586347
Preview Full Doc	2002	Relationship Agreement Relationship Agreement (35K) Doc #1567731: Click preview link for longer preview. RELATIONSHIP AGREEMENT This AGREEMENT, dated as of November 9, 2001, is by and among ARJO WIGGINS APPLETON p.l.c. ("AWA"), ARJO WIGGINS (BERMUDA) HOLDINGS LIMITED ("AWA --- --- Sub" and, together with AWA, the "AWA Parties"), PAPERWEIGHT DEVELOPMENT CORP. --- ----------- ("PDC"), PDC CAPITAL CORPORATION ("PDC Sub" and, together with PDC, the "PDC --- ------- . . . 1567731	Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Relationship Agreement: Bear Stearns & Co. – that certain Credit Agreement, dated as ---------------- of November 9, 2001, by and among PDC, API, the several banks and other financial institutions or entities from time to time parties thereto, Bear Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns Corporate Lending Inc., as syndication agent, U.S. Bank National Association d/b/a Firstar Bank N.A. and _____________ dt 1361402 ; Paperweight Development Paperweight Development Corp ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Relationship Agreement: U.S. Bank National Association – other financial institutions or entities from time to time parties thereto, Bear Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns Corporate Lending Inc., as syndication agent, U.S. Bank National Association d/b/a Firstar Bank N.A. and LaSalle Bank National Association, each as documentation agent, M&I Marshall & Ilsely Bank, as managing agent, Associated Bank, N.A., and _____________ dt 1343286 ;	Godfrey & Kahn Godfrey & Kahn ( Legal ) As referenced in this Relationship Agreement: Godfrey & Kahn, – E. Wisconsin Avenue P.O. Box 359 Appleton, WI 54912-0359 Facsimile: (920) 991-7256 Attention: Paul Karch, Vice President, Law and Public Affairs and General Counsel with copies to: Godfrey & Kahn, S.C. 780 N. Water Street Milwaukee, WI 53202 Facsimile: (414) 273-5198 Attention: Christopher B. Noyes State Street Bank and Trust Company Trustee of the ESOP Component of _____________ dt 1442117 ; Jones Day Jones, Day, Reavis & Pogue ( Legal ) As referenced in this Relationship Agreement: Jones Day Reavis & Pogue – State Street Bank and Trust Company Trustee of the ESOP Component of the Appleton Papers Retirement Saving Plan Two International Place Boston, MA 02110 Facsimile: (617) Attention: Kelly G. Driscoll Jones Day Reavis & Pogue 77 West Wacker Suite 3500 Chicago, IL 60601-1692 Facsimile: (312) 782-8585 Attention: Ronald S. Rizzo If to any AWA Party: Arjo Wiggins Appleton plc St. Clement House _____________ dt 1381995 ; McDermott Will McDermott, Will & Emery ( Legal ) As referenced in this Relationship Agreement: McDermott, Will – AWA Group Services SAS Washington Plaza 29 Rue de Berri 75408 Paris Cedex 08 FRANCE Facsimile: 011-33-1-5669-3963 Attention: Director of Legal Affairs with a copy to: McDermott, Will & Emery 50 Rockefeller Plaza New York, NY 10020 Facsimile: 212-547-5444 Attention: C. David Goldman or to such other address as any such party shall designate by written _____________ dt 1436232
Preview Full Doc	2000	Trust Relationship Agreement Trust Relationship Agreement (163K) Doc #1611040: Click preview link for longer preview. TAX MATTERS AND AMENDED TRUST RELATIONSHIP AGREEMENT THIS TAX MATTERS AND AMENDED TRUST RELATIONSHIP AGREEMENT (this "Agreement"), dated as of June 22, 2000, between Johns Manville Corporation, a Delaware corporation (the "Company"), and Manville Personal Injury Settlement Trust (the "Trust"), a New York trust. WHEREAS, the Company is a party to the Amended and Restated Manville Personal Injury Settlement Trust Agreement, dated as of April 29, 1997 (the "Trust . . . 1611040	Johns Manville Johns Manville Corp /New/ ;	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Trust Relationship Agreement: Weil, Gotshal – M. Gittes, Esq. 15 16 Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Fax: (212) 450-4800 Attention: L. Gordon Harriss, Esq. and, after the Closing Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75301 Fax: (214) 746-7777 Attention: Glenn D. West, Esq. Section 7.8 Counterparts; Integration. This Agreement may be signed _____________ Weil, Gotshal – Fax: (212) 735-2001 Attention: Franklin M. Gittes, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Fax: (212) 450-4800 Attention: L. Gordon Harriss, Esq. and Weil, Gotshal & Manges LLP 100 Cresent Court Dallas, Texas 75201 Telephone: (214) 746-7700 Facsimile: (214) 746-7777 Attention: Glenn D. West, Esq. All such notices and communications shall be effective _____________ Weil, Gotshal – New York 10036-6522 Fax: (212) 735-2000 Attention: Franklin M. Gittes Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Fax: (212) 450-4000 Attention: Gordon Harriss Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 -8- 66 Fax: (212) 310-8000 Attention: Simeon Gold 2.11 Section 6.14. The final sentence of Section _____________ dt 1709405
Preview Full Doc	2005	Strategic Relationship Agreement Strategic Relationship Agreement (151K) Doc #1651028: Click preview link for longer preview. STRATEGIC RELATIONSHIP AGREEMENT BY AND AMONG CENDANT REAL ESTATE SERVICES GROUP, LLC, CENDANT REAL ESTATE SERVICES VENTURE PARTNER, INC., PHH CORPORATION, CENDANT MORTGAGE CORPORATION, PHH BROKER PARTNER CORPORATION, AND PHH HOME LOANS, LLC January 31, 2005 *The term ï¿½Confidentialï¿½ indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. . . . 1651028	PHH PHH Corp ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Strategic Relationship Agreement: FNMA – Cure Period 12 Customer 4 Customer Fees and Charges 4 Customer Information 15 Customer Payment 15 Customer Survey 22 Dispute 47 Disputing Party 47 vi Domain Name 5 FHLMC 18 FNMA 18 Franchisee Customer 5 Franchisee Customer Survey 33 Franchisee Key Customer Question 34 Franchisee Key Referral Question 34 Franchisee Mortgage Content 29 Franchisee Referral Survey 33 Franchisee Surveys 33 _____________ FNMA – the meaning set forth in Section 13.11(b). Domain Name means the unique name that identifies an Internet site. FHLMC has the meaning set forth in Section 3.5. FNMA has the meaning set forth in Section 3.5. Franchisee Customer means any customer of a Brand Franchisee that contacts PMC or an Affiliate thereof, whether in person, by _____________ Federal National Mortgage Association – Venture Underwriting Guidelines specify otherwise for specific Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA) and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. The Company shall issue approval letters on those applications _____________ FNMA – otherwise for specific Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA ) and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. The Company shall issue approval letters on those applications which _____________ FNMA – at the same time. Unless the PMC Underwriting Guidelines specify otherwise for specific PMC Mortgage Loan Types, all Mortgage Loans shall be underwritten in accordance with the standards of FHLMC, FNMA and other applicable federal agencies providing standards for the sale of loans in the secondary market for mortgage loans. PMC shall issue approval letters on those applications which generally _____________ dt 1438945 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Strategic Relationship Agreement: Skadden, Arps – Mail Stop ACC Mt. Laurel, NJ 08054 Facsimile: (856) 917-0950 Attention: William F. Brown, Senior Vice President and General Counsel Copies of all notices hereunder shall be delivered to: Skadden, Arps , Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Facsimile: (212) 735-2000 Attention: Fred B. White III, Esq. Notices, demands, consents and other communications _____________ dt 1432240
Preview Full Doc	2002	Relationship Agreement Relationship Agreement (35K) Doc #1801546: Click preview link for longer preview. RELATIONSHIP AGREEMENT This AGREEMENT, dated as of November 9, 2001, is by and among ARJO WIGGINS APPLETON p.l.c. ("AWA"), ARJO WIGGINS (BERMUDA) HOLDINGS LIMITED ("AWA --- --- Sub" and, together with AWA, the "AWA Parties"), PAPERWEIGHT DEVELOPMENT CORP. --- ----------- ("PDC"), PDC CAPITAL CORPORATION ("PDC Sub" and, together with PDC, the "PDC --- ------- . . . 1801546	Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Relationship Agreement: Bear Stearns & Co. – that certain Credit Agreement, dated as ---------------- of November 9, 2001, by and among PDC, API, the several banks and other financial institutions or entities from time to time parties thereto, Bear Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns Corporate Lending Inc., as syndication agent, U.S. Bank National Association d/b/a Firstar Bank N.A. and _____________ dt 1361616 ; WTA WTA Inc ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Relationship Agreement: U.S. Bank National Association – other financial institutions or entities from time to time parties thereto, Bear Stearns & Co. Inc., as sole lead arranger and sole bookrunner, Bear Stearns Corporate Lending Inc., as syndication agent, U.S. Bank National Association d/b/a Firstar Bank N.A. and LaSalle Bank National Association, each as {PAGE} documentation agent, M&I Marshall & Ilsely Bank, as managing agent, Associated Bank, N.A., _____________ dt 1343951 ;	Godfrey & Kahn Godfrey & Kahn ( Legal ) As referenced in this Relationship Agreement: Godfrey & Kahn, – E. Wisconsin Avenue P.O. Box 359 Appleton, WI 54912-0359 Facsimile: (920) 991-7256 Attention: Paul Karch, Vice President, Law and Public Affairs and General Counsel with copies to: Godfrey & Kahn, S.C. 780 N. Water Street Milwaukee, WI 53202 Facsimile: (414) 273-5198 Attention: Christopher B. Noyes State Street Bank and Trust Company Trustee of the ESOP Component of _____________ dt 1442121 ; Jones Day Jones, Day, Reavis & Pogue ( Legal ) As referenced in this Relationship Agreement: Jones Day Reavis & Pogue – State Street Bank and Trust Company Trustee of the ESOP Component of the Appleton Papers Retirement Saving Plan Two International Place Boston, MA 02110 Facsimile: (617) Attention: Kelly G. Driscoll Jones Day Reavis & Pogue 77 West Wacker Suite 3500 Chicago, IL 60601-1692 Facsimile: (312) 782-8585 Attention: Ronald S. Rizzo If to any AWA Party: Arjo Wiggins Appleton plc St. Clement House _____________ dt 1382001 ; McDermott Will McDermott, Will & Emery ( Legal ) As referenced in this Relationship Agreement: McDermott, Will – AWA Group Services SAS Washington Plaza 29 Rue de Berri 75408 Paris Cedex 08 FRANCE Facsimile: 011-33-1-5669-3963 Attention: Director of Legal Affairs with a copy to: McDermott, Will & Emery 50 Rockefeller Plaza New York, NY 10020 Facsimile: 212-547-5444 Attention: C. David Goldman or to such other address as any such party shall designate by written _____________ dt 1436305
Full Doc	2009	Relationship Agreement Relationship Agreement (3K) Doc #3541272: This document is immediately available for purchase, but does not have a preview available for viewing. 3541272	Rewards Network Rewards Network Inc. ( Business Services )

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