TRANSPORTATION (AGREEMENTS - ANCILLARY)

Transportation (Agreements – Ancillary)

Negotiating and drafting various ancillary business finance agreements, contracts, documents and templates related to transportation practice in general, such as for: account management; aircraft pre-delivery financing; asset transfer memorandum of understanding (MOU); asset purchase; assignment and assumption; assignment of beneficial interest of trust; automatic contribution excess play; base indenture; beneficial interest pledge; bond purchase; bridge credit; buyer guarantee; capital securities certificate; capital securities guarantee; certificate of designation of preferences, rights and limitations; certificate of trust; change in terms; collateral account; commercial security; common securities certificate; continuing disclosure undertaking; credit; conduit transaction; convertible debt amendment; debenture; debt extension; declaration of trust; deferred prosecution; deficiency and residual value guarantees; draw note; enhanced equipment trust certificate (EETC) financing; escrow; equipment loan and security; equity distribution; facility; forbearance; guarantee of obligations under pass-through trust agreement; incremental amendment; indenture; indenture and security; indenture of trust; intercreditor; investment; loan; leak-out; letter of credit; lock-up; loan and security; master loan; modified loan; netting letter; note purchase; omnibus amendment; participation; pass-through trust; pledge; promissory note; private placement; put option; recapitalization; receivables purchase; registration rights; release and protective covenant; restricted stock deposit; restricted stock purchase; restricted unit award; restructuring plan; revolving credit; revolving note; securities purchase; senior secured term loan credit; senior note; share exchange; share purchase; short-term credit; subordination of debt; subscription; subsidiary equity pledge; supplemental indenture; tax settlement; term loan; term note; term securitization; timely reporting; translation of loan; trust; underwriter warrant; underwriting; warehouse loan facilities; warrant; warrant participation; warranty bill of sale, acknowledgement of delivery and certificate of technical acceptance.

Negotiating and drafting various ancillary business operations agreements, contracts, documents and templates related to transportation practice in general, such as for: advisory; agency; assignment; assignment and assumption; business operations; change order; co-branding; collaboration; commercial management; consignment; consolidator; contract carrier; cooperative; consulting; corporate master; development, hosting and license; disposition and redevelopment; distribution; equipment lease; exchange; exclusive business operations; extension; first refusal; guaranty; indemnification; independent contractor; joinder; joint venture; letter; management; marketing; marketing alliance; master equipment lease; master lease; master services (MSA); national master freight (NMFA); non-competition; non-disclosure; non-solicitation; online advertising; outsourcing; participation warrant; release; right of first refusal (ROFR); services; side letter; strategic alliance; subscription; supplier; technical management; termination; terms of sale; third-party private label interface; transition services; transportation logistics services; vendor; waiver.

Negotiating and drafting various ancillary corporate governance agreements, contracts, documents and templates related to transportation practice in general, such as for: amendment; articles of incorporation; auction statement; board consent; bylaws; certificate of incorporation; change of control; corporation formation; general partnership formation; investor rights (IRA); limited liability company (LLC) formation; limited liability partnership (LLP) formation; limited partnership formation; memorandum of agreement; offer letter; parent guaranty; plan of reorganization; power of attorney; resolution; S corporation formation; sponsor support; subsidiary guaranty; voting rights.

Negotiating and drafting various ancillary employment and human resources (HR) agreements, contracts, documents and templates related to transportation practice in general, such as for: acquisition; annual incentive plan; automatic contribution excess; career performance shares; deferred compensation; deferred stock award; diversity inclusion program; compensation; director fee; directors' deferred fee plan; directors' stock accumulation plan; employee matters; employee stock purchase; employee profit sharing; employee welfare benefit trust; employment; equity incentive; equity interests pledge; ex-patriot; executive compensation; executive officer retention; executive retirement; executive severance and change in control plan; executive termination benefits; incentive compensation; independent director; key employees' deferred compensation plan; long-term incentive plan; management performance improvement plan; market value cash plan; non-qualified stock option; outside directors' stock plan; payroll support plan; performance share unit (PSU) award plan; pension equalization plan; preferred stockholders'; retention; retention bonus; retirement benefits; retirement plan; retirement plan for non-employee directors; separation; separation and release; severance; share transfer; stock appreciation right; stock incentive plan; stock issuance plan; stock option plan; stock purchase; transition.

Negotiating and drafting various ancillary intellectual property (IP) agreements, contracts, documents and templates related to transportation practice in general, such as for: assignment of patent applications and share royalties; carriage and cross-promotion; code share and revenue sharing; copyright applications and documentation; development, hosting and license; domain name license and sales; intellectual property ownership and license; master licensing (MLA); software license; software maintenance; trademark license.

Negotiating and drafting various ancillary labor agreements, contracts, documents and templates related to transportation practice in general, such as for: collective bargaining; project labor; worker’ compensation withdrawal letter.

Compliance with the Department of Labor (DOL) Office of Labor-Management Standards (OLMS) Public Transit Employee Protections, such as: 49 U.S.C. 5333(b) – a/k/a Section 13(c) of the Federal Transit Act (FTA); 29 CFR § 215 (guidelines); and, the Protective Arrangements, such as 29 CFR § 215.7 – Special Warranty (Section 5311 – Certification Process Information and Grant Notifications); Model (“National”) Agreement; Nonunion Protective Arrangement; Unified Protective Arrangement (UPA); OLMS Transit Employee Protection Decisions; as well as the DOL procedures for certification of Protective Arrangements.

Negotiating and drafting various ancillary mergers, acquisitions and divestitures (M&A) agreements, contracts, documents and templates related to transportation practice in general, such as for: acquisition; agreement and plan of merger; anti-takeover; change of control; divestiture; plan of merger; rights (a/k/a "poison pill").

Legal support for challenging “relevant market” determinations by the Federal Trade Commission (FTC) and the US department of Justice (DOJ), for M&A purposes.

Legal support for required Hart-Scott-Rodino (HSR) Act premerger notifications, requiring US carriers seeking to merge or acquire another carrier to provide notice to the DOJ and FTC of any proposed M&A transaction.

Negotiating and drafting various ancillary real estate agreements, contracts, documents and templates related to transportation practice in general, such as for: ground lease; easement; lease; license; purchase; right-of-way; sale; sublease.

Negotiating and drafting various ancillary technology agreements, contracts, documents and templates related to transportation practice in general, such as for: data privacy; data security; information technology (IT) services; technical consulting; technical consulting and services; technical services.

PROGRESS DRAFT - Last updated 210521_1327