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Subscribers | 2002 |
Investment Agreement
Investment Agreement (160K)
Doc #251218: Click preview link for longer preview.
INVESTMENT AGREEMENT
dated as of September 26, 2002
between
THE RETIREMENT SYSTEMS OF ALABAMA
and
US AIRWAYS GROUP, INC.
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
{S} {C} {C}
ARTICLE I DEFINITIONS.............................................................................................2
Section 1.01 Definitions.................................................................................2
ARTICLE II ISSUANCE AND PURCHASE OF COMMON STOCK, WARRANTS AND CLASS A PREFERRED SHARES.........................11
Section 2.01 Issuance and Purchase of Common Stock, Warrants and Class A Preferred
Shares.....................................................................................11
Section 2.02 Closing....................................................................................12
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................................................12
Section 3.01 Corporate Organization and Qualification...................................................12
Section 3.02 Authorization; No Contravention............................................................13
Section 3.03 Consents; No Conflicts.....................................................................14
Section 3.04 Bankruptcy Court Orders....................................................................14
Section 3.05 Capitalization; Securities.................................................................14
Section 3.06 Subsidiaries; Equity Investments...........................................................15
Section 3.07 Company Reports; Financial Statements......................................................16
Section 3.08 Information Provided.......................................................................17
Section 3.09 Absence of Certain Changes or Events.......................................................17
Section 3.10 Property...................................................................................17
Section 3.11 Litigation.................................................................................18
Section 3.12 Compliance with Laws; Regulatory Approvals.................................................19
Section 3.13 Taxes......................................................................................19
Section 3.14 ERISA and Other Employment Matters.........................................................20
Section 3.15 Labor Matters..............................................................................21
Section 3.16 Contracts..................................................................................21
Section 3.17 Financial Advisors and Brokers.............................................................22
Section 3.18 Insurance..................................................................................22
Section 3.19 Environmental Matters......................................................................23
Section 3.20 Controls...................................................................................23
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR........................................................23
Section 4.01 Organization...............................................................................23
Section 4.02 Authorization of Agreements................................................................23
Section 4.03 Consents; No Conflicts.....................................................................23
Section 4.04 Financial Advisors and Brokers.............................................................24
Section 4.05 Ownership of Equity Securities; Purpose of Investment......................................24
Section 4.06 Citizenship................................................................................24
Section 4.07 Financing..................................................................................24
ARTICLE V GOVERNANCE.............................................................................................24
Section 5.01 Board of Directors.........................................................................24
Section 5.02 Committees; Meetings.......................................................................26
Section 5.03 Directors' Liability and Indemnification...................................................27
ARTICLE VI PRE-CLOSING COVENANTS.................................................................................27
Section 6.01 Taking of Necessary Action.................................................................27
Section 6.02 Notifications..............................................................................28
Section 6.03 Compliance with the Bidding Procedures Order...............................................28
ARTICLE VII ADDITIONAL COVENANTS.................................................................................28
Section 7.01 Financial and Other Information............................................................28
Section 7.02 Company Reports; Financial Statements......................................................29
Section 7.03 Publicity..................................................................................29
Section 7.04 Registration Rights Agreement..............................................................29
Section 7.05 Slots and Routes...........................................................................30
Section 7.06 Tax Contests...............................................................................30
Section 7.07 Investor Financing.........................................................................30
ARTICLE VIII CONDITIONS..........................................................................................31
Section 8.01 Conditions to Investor's Obligations.......................................................31
Section 8.02 Conditions to the Company's Obligations....................................................34
ARTICLE IX TERMINATION...........................................................................................36
Section 9.01 Termination of Agreement...................................................................36
Section 9.02 Effect of Termination......................................................................37
ARTICLE X MISCELLANEOUS..........................................................................................37
Section 10.01 Fees and Expenses.........................................................................37
Section 10.02 Survival of Representations and Warranties................................................38
Section 10.03 Specific Performance......................................................................38
Section 10.04 Indemnification...........................................................................38
Section 10.05 Notices...................................................................................40
Section 10.06 Entire Agreement; Amendment...............................................................41
Section 10.07 Counterparts..............................................................................41
Section 10.08 Governing Law.............................................................................41
Section 10.09 Successors and Assigns....................................................................41
Section 10.10 No Third-Party Beneficiaries..............................................................42
Section 10.11 General Interpretive Principles...........................................................42
Section 10.12 MidAtlantic Airways, Inc..................................................................42
EXHIBIT A Provisions of the Reorganized Company's Certificate of Incorporation
EXHIBIT B Form of Class A-1 Warrants
EXHIBIT C Form of Class A-2 Warrants
EXHIBIT D Certificate of Designation of Class A Preferred Shares
EXHIBIT E Certificate of Designation of Class B Preferred Shares
EXHIBIT F Certificate of Designation of Class C Preferred Shares
EXHIBIT G Bidding Procedures Order
EXHIBIT H Summary of Principal Terms of the Plan
EXHIBIT I Official Committee of Unsecured Creditors Letter
{CAPTION}
{S} {C}
Schedule 3.03 Approvals Required of the Companies in connection with the
Transactions
Schedule 3.06(a) Subsidiaries of the Companies
Schedule 3.06(b) Equity Securities Beneficially Owned by the Companies;
Obligations to Purchase Equity Securities
Schedule 3.07(a) SEC Reports Not Filed
Schedule 3.10(a) Owned Real Property or Leased Real Property with
Defects in Title Schedule 3.10(c) Slots Held by the Companies
Schedule 3.10(d)(iii) Intellectual Property Claims or Litigation
Schedule 3.10(d)(iv) Third Party Rights under IP Agreements Schedule
3.12(b) Failures to Obtain or Comply with Regulatory Approvals
Schedule 3.13(a) Tax Returns; Payment of Taxes; Material Tax
Liabilities
Schedule 3.13(b) Tax Audits or Investigations;
Extensions
Schedule 3.13(d) Failure to Withhold
Schedule 3.14(a) Employee Plans; Contributions to Multi-Employer Plans; Other
Obligations in respect of Employee Plans
Schedule 3.14(b) Modification of Compensation or Employee Benefits
Schedule 3.14(d) Compliance with ERISA
Schedule 3.14(e) Non-qualified Employee Plans
Schedule 3.15(a) Collective Bargaining Agreements & Labor
Agreements; Notifications of Efforts to Organize; Unfair Labor
Practices
Schedule 3.15(b) Change of Control Provisions under
Collective Bargaining Agreements
Schedule 3.16(a) Employment & Similar Agreements
Schedule 3.16(c) Change of Control Provisions
under Employment Agreements
Schedule 3.17 Financial Advisors and Brokers
Schedule 3.18 Description of Insurance; Insurance Policies
Expiring prior to Closing; Notices relating to Insurance Policies;
Pending Insurance Claims
Schedule 3.19 Failure to Comply with
Environmental Laws
Schedule 4.03 Approvals Required by the Investor
in connection with the Transactions
Schedule 8.01(p) Operational and Financial Benchmarks
{/TABLE}
{PAGE}
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (together with all exhibits and
schedules hereto and as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms hereof, the
"Agreement"), dated as of September 26, 2002, by and between The Retirement
Systems of Alabama (the "Investor"), and US Airways Group, Inc., a Delaware
corporation, and its successors (including, as the context may require, on or
after the Effective Date, as reorganized pursuant to the Bankruptcy Code) (the
"Company").
W I T N E S S E T H:
-------------------
WHEREAS, on August 11, 2002, the Company and certain of its
Subsidiaries (the "Debtor Subsidiaries" and, together with the Company, the
"Debtors") filed voluntary petitions (the "Cases") for protection under
chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division (the "Bankruptcy Court") to enable the Debtors to be
restructured pursuant to one or more plans of reorganization (collectively,
the "Plan");
WHEREAS, the Debtors have continued in the possession of
their assets and in the management of their businesses pursuant to Sections
1107 and 1108 of the Bankruptcy Code;
WHEREAS, pursuant to the Plan, the reorganized Company
intends to cancel the existing outstanding Equity Securities of the Company
upon the Effective Date and issue (i) fifty-one million one hundred thousand
(51,100,000) Class A common shares of the Company, having the terms set forth
in Exhibit A attached hereto (the "Class A Common Shares"), (ii) five million
(5,000,000) Class B common shares of the Company, having the terms set forth
in Exhibit A attached hereto (the "Class B Common Shares"), (iii) twenty
million two hundred fifty thousand (20,250,000) warrants, exercisable into
Class A Common Shares of the Company, having the terms set forth in Exhibit B
attached hereto (the "Class A-1 Warrants"), (iv) four million (4,000,000)
warrants, exercisable into Class A Common Shares of the Company, having the
terms set forth in Exhibit C attached hereto (the "Class A-2 Warrants"), (v)
twenty-four million two hundred fifty thousand (24,250,000) non-convertible
Class A preferred shares of the Company, having the terms set forth in Exhibit
D attached hereto (the "Class A Preferred Shares"), (vi) fifty million
(50,000,000) non-convertible, redeemable Class B preferred shares of the
Company, having the terms set forth in Exhibit E attached hereto (the "Class B
Preferred Shares") and (vii) at the option of the Company, up to three (3)
non-convertible Class C preferred shares of the Company, which shall be issued
in up to three series, having the terms set forth in Exhibit F attached hereto
(the "Class C Preferred Shares");
WHEREAS, simultaneously with the consummation of the Plan,
the Investor intends to purchase from the reorganized Company, and the
reorganized Company intends to issue and sell to the Investor, subject to the
terms and conditions contained herein, (i) twenty million (20,000,000) Class A
Common Shares, (ii) five million (5,000,000) Class B Common Shares, (iii) five
million (5,000,000) Class A-1 Warrants and (iv) five million (5,000,000) Class
A Preferred Shares (such transactions collectively, the "Investment") in
exchange for the Investment Price;
WHEREAS, the parties intend that the transactions
contemplated hereby will be implemented by, and take effect subject to the
occurrence of the Effective Date simultaneously with the consummation of, the
Plan; and
WHEREAS, the Company and the Investor desire to make certain
representations, warranties, covenants and agreements in connection with the
transactions contemplated herein;
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements contained herein,
the parties hereto agree as follows, in the case of the Company, subject to
Bankruptcy Court approval of this Investment Agreement:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the
following terms shall have the meanings set forth below:
"Affiliate" has the meaning set forth in Rule 12b-2 under
the Exchange Act as in effect as on the date hereof.
"Agreement" has the meaning set forth in the preamble
hereto.
"AFA" means the Association of Flight Attendants.
"ALPA" has the meaning set forth in Section 5.01(b) hereof.
"ALPA Director" has the meaning set forth in Section 5.01(b)
hereof.
"Alternative Transaction" means a transaction pursuant to
which the control of the Business is sold, merged, combined, consolidated or
otherwise disposed of in a single transaction or a series of Related
Transactions either pursuant to 11 U.S.C. Section 363 or pursuant to a Chapter
11 plan of reorganization.
"Approvals" has the meaning set forth in Section 8.01(d)
hereof.
"ATSB Loan" has the meaning set forth in the definition of
"Constituents" herein.
"Bankruptcy Code" has the meaning set forth in the recitals
hereto.
"Bankruptcy Court" has the meaning set forth in the recitals
hereto.
"Beneficial Ownership" with respect to any securities has
the meaning set forth in Rule 13d-3 under the Exchange Act as in effect on the
date hereof, except that a Person shall be deemed to have Beneficial Ownership
of all such securities that such Person has the right to acquire whether such
right is exercisable immediately or after the passage of time. The term
"Beneficially Own" has a correlative meaning.
"Bidding Procedures Order" means the order entered by the
Bankruptcy Court establishing the procedures relating to the solicitation,
submission, acceptance and approval of bids to acquire or invest in the
reorganized Company.
"Board" means the board of directors of the Company
(including, with respect to periods following the Effective Date, the
reorganized Company).
"Business Day" means any day other than a Saturday, Sunday
or a day on which banking institutions of the State of New York are authorized
by law or executive order to close.
"Business" means one or more of the businesses of the
Debtors, or portions thereof that, together, accounted for at least
seventy-five percent (75%) of the aggregate revenue of the Debtors (determined
in accordance with GAAP, consistently applied) during the four (4) fiscal
quarters immediately preceding the effective date or the closing date of the
plan, sale or other transaction of the type that would qualify as an
Alternative Transaction.
"By-Laws" means the by-laws of the Company, as amended from
time to time (including, with respect to periods following the Effective Date,
the by-laws of the reorganized Company).
"Cases" has the meaning set forth in the recitals hereto.
"Cash Equivalents" means any of the following types of
investments, to the extent owned by any of the Companies free and clear of all
Liens:
251218
|
United Air Lines
As referenced in this Investment Agreement:
United
Air Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United
Air Lines, Inc. and neither the U.S. Department of Transportation nor any
other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92163
;
United Air Lines
As referenced in this Investment Agreement:
United
Air Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United
Air Lines, Inc. and neither the U.S. Department of Transportation nor any
other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92205
;
United Air Lines
As referenced in this Investment Agreement:
United
Air Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United
Air Lines, Inc. and neither the U.S. Department of Transportation nor any
other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92163
;
|
United Air Lines
As referenced in this Investment Agreement:
United
Air Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United
Air Lines, Inc. and neither the U.S. Department of Transportation nor any
other applicable regulatory agencies shall have filed any objection to such
_____________
dt 92205
;
McGraw-Hill Companies
As referenced in this Investment Agreement:
McGraw-Hill Companies, Inc – F. Kennedy International Airport and Ronald Reagan Washington National
Airport.
"Standard & Poor's" means Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc . and any successor thereto.
"Subsidiary" means as to any Person, any other Person of
which more than fifty percent (50%) of the
_____________
dt 311559
;
More... |
| Preview
Subscribers | 2001 |
Redemption Agreement
Redemption Agreement (57K)
Doc #358970: Click preview link for longer preview.
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's . . .
358970
|
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, Inc – AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc ., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates and
_____________
UNITED AIR LINES, INC – the
parties hereto.
6 of 20
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC .
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and Chief
_____________
"United
Air Lines, Inc – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc .," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden), except
_____________
United Air Lines, Inc – effective the first business day
after receipt. Notices shall be addressed as follows:
{TABLE}
---------------------------------------------------------------------------------------------
{S} {C}
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc .
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn: Scott
_____________
dt 758753
;
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, – AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates
_____________
UNITED AIR LINES, – the
parties hereto.
6 of 20
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC.
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and
_____________
"United
Air Lines, – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc.," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden),
_____________
United Air Lines, – effective the first business day
after receipt. Notices shall be addressed as follows:
{TABLE}
---------------------------------------------------------------------------------------------
{S} {C}
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc.
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn:
_____________
dt 740622
;
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, Inc – AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc ., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates and
_____________
UNITED AIR LINES, INC – the
parties hereto.
6 of 20
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC .
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and Chief
_____________
"United
Air Lines, Inc – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc .," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden), except
_____________
United Air Lines, Inc – effective the first business day
after receipt. Notices shall be addressed as follows:
{TABLE}
---------------------------------------------------------------------------------------------
{S} {C}
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc .
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn: Scott
_____________
dt 758753
;
|
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, – AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates
_____________
UNITED AIR LINES, – the
parties hereto.
6 of 20
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC.
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and
_____________
"United
Air Lines, – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc.," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden),
_____________
United Air Lines, – effective the first business day
after receipt. Notices shall be addressed as follows:
{TABLE}
---------------------------------------------------------------------------------------------
{S} {C}
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc.
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn:
_____________
dt 740622
;
|
| Preview
Subscribers | 2001 |
Redemption Agreement
Redemption Agreement (57K)
Doc #1380129: Click preview link for longer preview.
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's . . .
1380129
|
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, Inc – lt;PAGE>
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc ., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates and
_____________
UNITED AIR LINES, INC – hereto.
6 of 20
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC .
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and Chief
_____________
"United
Air Lines, Inc – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc .," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden), except
_____________
United Air Lines, Inc – receipt. Notices shall be addressed as follows:
<TABLE>
---------------------------------------------------------------------------------------------
<S> <C>
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc .
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn: Scott
_____________
dt 1719566
;
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, – lt;PAGE>
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates
_____________
UNITED AIR LINES, – hereto.
6 of 20
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC.
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and
_____________
"United
Air Lines, – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc.," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden),
_____________
United Air Lines, – receipt. Notices shall be addressed as follows:
<TABLE>
---------------------------------------------------------------------------------------------
<S> <C>
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc.
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn:
_____________
dt 1806209
;
United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, Inc – lt;PAGE>
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc ., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates and
_____________
UNITED AIR LINES, INC – hereto.
6 of 20
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC .
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and Chief
_____________
"United
Air Lines, Inc – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc .," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden), except
_____________
United Air Lines, Inc – receipt. Notices shall be addressed as follows:
<TABLE>
---------------------------------------------------------------------------------------------
<S> <C>
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc .
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn: Scott
_____________
dt 1719566
;
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United Air Lines
As referenced in this Redemption Agreement:
United Air
--------------
Lines, – lt;PAGE>
EXECUTION COPY
--------------
REDEMPTION AGREEMENT
THIS REDEMPTION AGREEMENT (this "Agreement") is made and entered into
---------
on this 1st day of June, 2001 (the "Effective Date"), by and between United Air
--------------
Lines, Inc., a Delaware corporation ("United"), and MyPoints.com, Inc., a
------
Delaware corporation ("MyPoints").
--------
WHEREAS, United is one of the world's largest airline companies; and
WHEREAS, MyPoints owns, operates
_____________
UNITED AIR LINES, – hereto.
6 of 20
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the Effective Date.
MYPOINTS.COM, INC. UNITED AIR LINES, INC.
By: /s/ John Fullmer By: /s/ Douglas A. Hacker
---------------------------- -------------------------------
Name: John Fullmer Name: Douglas A. Hacker
Title: Chief Executive Officer Title: Executive Vice President-Finance and
Planning and
_____________
"United
Air Lines, – any of the other party's names, logos,
logotype, insignia, service marks, trademarks, trade names, trade
dress, copyrights, corporate goodwill or other proprietary
intellectual property, including without limitation the names "United
Air Lines, Inc.," "United Airlines," "United," "United NewVentures,"
"Mileage Plus," or "MyPoints," in any marketing, advertising or
promotional collateral, including without limitation credit card or
similar solicitations (which are expressly forbidden),
_____________
United Air Lines, – receipt. Notices shall be addressed as follows:
<TABLE>
---------------------------------------------------------------------------------------------
<S> <C>
If to MyPoints, address as follows: If to United, address as follows:
MyPoints.com United Air Lines, Inc.
100 California Street, 12/th/ Floor 1200 E. Algonquin Road
San Francisco, CA 94111 P.O. Box 66100
Attn: Layton Han Elk Grove Township, IL 60007
Facsimile: Attn:
_____________
dt 1806209
;
|