MASTER RELATIONSHIP AGREEMENT BETWEEN DUFRY INTERNATIONAL AG AND HUDSON LTD. Dated February 1, 2018
Exhibit 4.1
BETWEEN
DUFRY INTERNATIONAL AG
AND
▇▇▇▇▇▇ LTD.
Dated February 1, 2018
TABLE OF CONTENTS
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Page
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Article I
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Definitions
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1
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1.1.
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Certain Definitions
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1
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1.2.
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Other Terms
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4
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Article II
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Financial and Other Information
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4
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2.1.
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Company Information
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4
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2.2.
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Dufry AG Public Documents
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5
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2.3.
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Accounting Estimates and Principles
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6
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2.4.
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Internal Audit
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6
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2.5.
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Accountants’ Reports
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7
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2.6.
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Record Retention
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7
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2.7.
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Production of Witnesses; Records; Cooperation
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7
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2.8.
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Privilege
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8
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2.9.
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General Cooperation
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8
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Article III
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Financing and Treasury Operations
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8
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3.1.
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Company Group Financing
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8
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3.2.
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Third Person Guarantee or Letter of Credit Facilities
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8
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3.3.
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Foreign Exchange Transactions
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9
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3.4.
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Cash Pooling
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9
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3.5.
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General
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9
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Article IV
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Supply of Products for Sale
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10
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4.1.
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Purchase of Products from Dufry
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10
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4.2.
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Obligation to Supply
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10
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Article V
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Franchise and Other Services Agreements
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10
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5.1.
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Franchise Agreements
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10
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5.2.
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Retail Shop Concepts Services Agreements
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10
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5.3.
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Financial Support Services
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10
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Article VI
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Other Services
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10
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6.1.
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Financial Statement Consolidation Services
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10
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Article VII
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Compliance with Dufry Policies
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11
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7.1.
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Compliance Generally
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11
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Article VIII
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Sales and Marketing Matters
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11
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8.1.
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Pricing and Assortment
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11
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8.2.
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Advertising, Marketing and Promotions
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11
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8.3.
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Shop Design
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11
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8.4.
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General
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11
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Article IX
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Information Technology
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11
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9.1.
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Information Technology Agreements
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11
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9.2.
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Company to Use Dufry Information Technology
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12
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9.3.
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Dufry Support
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12
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9.4.
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Company Costs
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12
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Article X
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Tax Matters
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12
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10.1.
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Provision of Tax Services
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12
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10.2.
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Provision of Information and Cooperation
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12
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Article XI
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Employee Compensation Expense
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13
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11.1.
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Dufry PSU Plan
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13
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Article XII
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Other Agreements
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13
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12.1.
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Further Assurances
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13
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12.2.
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Confidentiality
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13
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12.3.
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Insurance Matters
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14
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12.4.
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IPO Costs and Expenses
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14
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12.5.
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Covenants Against Taking Certain Actions Affecting
Dufry
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14
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Article XIII
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Dispute Resolution
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14
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13.1.
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General Provisions
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14
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13.2.
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Mediation
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15
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13.3.
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Arbitration
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15
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i
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Article XIV
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Miscellaneous
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16
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14.1.
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Governing Law
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16
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14.2.
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Notices
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16
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14.3.
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Severability
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17
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14.4.
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Entire Agreement
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17
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14.5.
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Assignment; No Third-Party Beneficiaries
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17
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14.6.
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Amendment
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17
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14.7.
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Rules of Construction
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17
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14.8.
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Counterparts
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18
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14.9.
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Term and Termination
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18
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14.10.
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Compliance with Law and Existing Contractual
Arrangements
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18
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SCHEDULES
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Schedule 3.1
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20
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Schedule 5.1
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21
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Schedule 5.2
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22
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Schedule 5.3
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23
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Schedule 9.1
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24
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ii
MASTER
RELATIONSHIP AGREEMENT, dated February 1, 2018 (this
“Agreement”), between
Dufry International AG, a stock corporation incorporated pursuant
to the laws of Switzerland (“Dufry”), which is a
wholly owned subsidiary of Dufry AG, a stock corporation
incorporated pursuant to the laws of Switzerland
(“Dufry
AG”), and ▇▇▇▇▇▇ Ltd., an exempted company limited by
shares incorporated pursuant to the laws of Bermuda (the
“Company”). Certain terms
used in this Agreement are defined in Section 1.1.
W I T N
E S E T H:
WHEREAS, the
Company is a wholly owned Subsidiary of Dufry and, through its
Subsidiaries, operates duty-free and duty-paid stores in the
continental United States and Canada;
WHEREAS, Dufry has
determined to sell Company Common Stock in an Initial Public
Offering, following which Dufry will remain the controlling
shareholder of the Company;
WHEREAS, the
Company Group is part of the Dufry Group and, as such, the members
of the Company Group have heretofore operated, and will continue to
operate, pursuant to policies and processes applicable to members
of the Dufry Group;
WHEREAS, members of
each of the Dufry Group, on the one hand, and members of the
Company Group, on the other hand, have heretofore been, and will
continue to be, party to multiple agreements, arrangements and
transactions with each other;
WHEREAS, the Board
of Directions of the Company has acknowledged the benefit to the
Company Group of such agreements, arrangements and transactions;
and
WHEREAS, each of
the Board of Directors of Dufry and the Board of Directors of the
Company has resolved that it is in the interests of each company,
respectively, to enter into this Agreement;
NOW,
THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the Parties
hereby agree as follows:
ARTICLE
I
DEFINITIONS
1.1. Certain Definitions. For
purposes of this Agreement, the following terms shall have the
meanings specified in this Section 1.1:
1
“Action” means any demand,
action, claim, dispute, suit, countersuit, arbitration, inquiry,
proceeding or investigation by or before any federal, state, local,
foreign or international Governmental Authority or any arbitration
or mediation tribunal.
“Affiliate” (and, with a
correlative meaning, “affiliated”) means, with
respect to any Person, any direct or indirect subsidiary of such
Person, and any other Person that directly, or through one or more
intermediaries, controls or is controlled by or is under common
control with such first Person. As used in this definition,
“control” (including with
correlative meanings, “controlled by” and
“under common
control with”) means possession, directly or
indirectly, of power to direct or cause the direction of management
or policies or the power to appoint and remove a majority of
directors (whether through ownership of securities or partnership
or other ownership interests, by contract or
otherwise).
“Business Day” means
Monday to Friday, except for any day on which banking institutions
in New York, New York or Basel, Switzerland are authorized or
required by applicable Law or executive order to
close.
“Company Common Stock”
means the Class A common shares, $0.001 par value per share, of the
Company.
“Company Group” means the
Company, each Subsidiary of the Company and each other Person that
is controlled either directly or indirectly by the
Company.
“Dufry Group” means Dufry
AG, each Subsidiary of Dufry AG and each other Person that is
controlled either directly or indirectly by Dufry AG.
“Dufry PSU Plan” means the
Dufry AG PSU Plan.
“Exchange Act” means the
U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC thereunder, all as the same shall be in
effect at the time that reference is made thereto.
“Governmental Authority”
means any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to the
government, including any governmental authority, agency,
department, board, commission or instrumentality whether federal,
state, local or foreign (or any political subdivision thereof), and
any tribunal, court or arbitrator(s) of competent
jurisdiction.
“IFRS” means International
Financial Reporting Standards.
“Indebtedness” means, with
respect to any Person, any Liability of such Person in respect of
borrowed money or evidenced by bonds, notes, debentures or similar
instruments and shall include, without limitation, any Liability of
such Person pursuant to any agreement related to the fixing of
interest rates on any Indebtedness, any Liability pursuant to any
credit card arrangement or contract, any Liability of such Person
pursuant to any financing transaction, and any Liability of such
Person pursuant to any derivative or other financial instrument or
contract.
2
“Information” means
information, whether or not patentable or copyrightable, in
written, oral, electronic or other tangible or intangible forms,
stored in any medium, including studies, reports, records, books,
contracts, instruments, surveys, discoveries, ideas, concepts,
know-how, techniques, designs, specifications, drawings,
blueprints, diagrams, models, prototypes, samples, flow charts,
data, computer data, disks, diskettes, tapes, computer programs or
other software, marketing plans, customer names, communications by
or to attorneys (including attorney-client privileged
communications), memoranda and other materials prepared by
attorneys or under their direction (including attorney work
product), and other technical, financial, employee or business
information or data.
“Initial Public Offering”
means the initial public offering of the Company Common Stock
pursuant to the IPO Registration Statement.
“IPO Registration
Statement” means the registration statement on Form
F-1 filed under the Securities Act (No. 333-221547) pursuant to
which the offering of Company Common Stock has been registered with
the SEC.
“Law” means any federal,
state, local or foreign law (including common law), statute, code,
ordinance, rule, regulation or other requirement enacted,
promulgated, issued, communicated or entered by a Governmental
Authority.
“Liabilities” means (i)
any debt, loss, damage, adverse claim, liability or obligation of
any Person (whether direct or indirect, known or unknown, asserted
or unasserted, absolute or contingent, accrued or unaccrued,
liquidated or unliquidated, or due or to become due, and whether in
contract, tort, strict liability or otherwise), (ii) any guarantee
by a Person in respect of such debt, loss, damage, adverse claim,
liability or obligation of any such Person described in (i), (iii)
any action by a Person to secure the repayment of any such debt,
loss, damage, adverse claim, liability or obligation described in
(i) or any such guarantee described in (ii) (whether or not it is
the debt or other obligation of such Person so securing its
repayment), including the grant of security over such securing
Person’s assets or otherwise, and (iv) all costs and expenses
relating to (i), (ii) and (iii).
“Parties” means Dufry and
the Company.
“Person” means any
individual, corporation, partnership, firm, joint venture,
association, joint-stock company, trust, unincorporated
organization, Governmental Authority or other entity.
“SEC” means the U.S.
Securities and Exchange Commission.
“Securities Act” means the
U.S. Securities Act of 1933, as amended.
“Subsidiary” or
“subsidiary” means, with
respect to any Person, any corporation, limited liability company,
joint venture or partnership of which such Person (a) directly or
indirectly owns, either directly or indirectly, more than fifty
percent (50%) of (i) the total combined voting power of all classes
of voting securities of such entity, (ii) the total combined equity
interests, or (iii) the capital or profit interests, in the case of
a partnership; or (b) otherwise has the power to vote, either
directly or indirectly, sufficient securities to elect a majority
of the board of directors or similar governing body.
3
1.2. Other
Terms. For purposes of this Agreement, the following terms
have the meanings set forth in the sections indicated.
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Term
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Section
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Agreement
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Preamble
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Company
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Preamble
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Company
Auditors
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2.2(b)
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Company
Public Documents
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2.1(c)
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Dufry
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Preamble
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Dispute
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13.1(a)
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Dufry
Auditors
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2.2(b)
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Dufry
Confidential Information
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12.2(a)
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Dufry
Public Documents
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2.2(a)
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Franchise
Agreement
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5.1
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Privilege
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2.8
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ARTICLE
II
FINANCIAL AND
OTHER INFORMATION
2.1. Company
Information.
During
any fiscal year that Dufry AG is required, in accordance with IFRS,
to account for its investment in the Company on a consolidated
basis or under the equity method of accounting:
(a) Provision of Information Generally. At
the Company’s cost, the Company shall, or shall cause its
Subsidiaries to, provide to any member of the Dufry Group, for any
purpose that such member of the Dufry Group may determine
appropriate, including use to provide any service contemplated by
this Agreement, use for internal reporting, planning and
forecasting, use for compliance with reporting, disclosure, filing
or other requirements imposed on any member of the Dufry Group
(including under applicable securities or tax Laws) by a
Governmental Authority having jurisdiction over such member of the
Dufry Group, use in any other judicial, regulatory, administrative,
tax or other proceeding, or use to satisfy audit, accounting,
claims, regulatory, litigation, tax or other similar requirements,
any Information in respect of the Company or the Company Group that
any Dufry Group member shall request, within the time periods that
such Dufry Group member shall request, and presented in the format
that such Dufry Group member shall request.
(b) Fiscal Year. The Company shall, and
shall cause each of its Subsidiaries to, maintain a fiscal year
which commences on January 1 and ends on December 31 of each
calendar year.
4
(c) Dufry’s Role in Company Public
Documents. Subject to applicable Law, the Company shall not
publish, send to holders of Company Common Stock or file with or
furnish to the SEC, any national stock exchange or any Governmental
Authority, any press releases concerning the business, results of
operations or financial condition of the Company (including
earnings releases), reports, notices, proxy or information
statements, registration statements or prospectuses (collectively,
“Company Public
Documents”) or any other Information prepared by the
Company or any of its Subsidiaries for release to financial
analysts or investors without the prior written consent of Dufry.
The Company shall consult with Dufry on the preparation of any such
Company Public Document or other Information and provide Dufry with
the opportunity to review and comment on any such Company Public
Documents or other Information.
(d) Company Meetings with Financial
Analysts. The Company shall consult with Dufry as to the
appropriate timing for all scheduled meetings and conference calls
to be held between the Company and members of the investment
community (including any financial analysts), and of any
conferences to be attended by management of the Company with
members of the investment community. The Company shall not schedule
any such meeting or call or attend any such conference to which
Dufry objects.
2.2. Dufry
AG Public Documents. During any fiscal year that Dufry AG is
required, in accordance with IFRS, to account for its investment in
the Company on a consolidated basis or under the equity method of
accounting:
(a) Company Cooperation with Dufry. The
Company shall cooperate, and cause its accountants and auditors to
cooperate, with any member of the Dufry Group to the extent
requested by such member of the Dufry Group in the preparation of
Dufry AG’s press releases, public earnings releases, any
other proxy, information and registration statements, reports,
notices, prospectuses and any other documents to be prepared by
Dufry AG or any of its Subsidiaries (collectively,
“Dufry Public
Documents”). If and to the extent requested by any
member of the Dufry Group, the Company shall diligently and
promptly review all drafts of such Dufry Public Documents and
prepare in a diligent and timely fashion any portion of such Dufry
Public Documents pertaining to the Company or its Subsidiaries.
Unless required by Law, without the prior consent of Dufry, the
Company shall not publicly release any Information that conflicts
with any Information with respect to the Company, any Affiliate of
the Company or the Company Group that is provided by the Company to
any member of the Dufry Group for any Dufry Public
Document.
(b) Coordination of Audit and Auditors’
Opinions. The Company shall cause its independent certified
public accountants (the “Company Auditors”) to
complete their audit such that, should Dufry so request, the
Company Auditors will date their opinion on the Company’s
audited annual financial statements on the same date that Dufry
AG’s independent certified public accountants (the
“Dufry AG
Auditors”) date their opinion on Dufry AG’s
audited annual financial statements, and to enable Dufry AG to meet
its timetable for the printing, filing and public dissemination of
Dufry AG’s annual report; provided that the foregoing shall not
preclude the Company from making all required public filings in a
timely manner. Should Dufry so request, the Company Auditors shall
be the same as the Dufry AG Auditors, unless applicable Law
requires otherwise. The Dufry Group and the Dufry AG Auditors shall
have full audit rights with respect to the Company Group. The costs
of Company Auditors for the audit of the Company shall be borne by
the Company.
5
(c) Access to Personnel and Working Papers.
The Company will request the Company Auditors to make available to
the Dufry AG Auditors both the personnel who performed or are
performing the annual audit of the Company and, consistent with
customary professional practice and courtesy of such auditors with
respect to the furnishing of work papers, work papers related to
the annual audit of the Company, in all cases within a reasonable
time after the Company Auditors’ opinion date, so that the
Dufry AG Auditors are able to perform the procedures they consider
necessary to take responsibility for the work of the Company
Auditors as it relates to the Dufry AG Auditors’ report on
Dufry AG’s audited annual financial statements, all within
sufficient time to enable Dufry AG to meet its timetable for the
printing, filing and public dissemination of the Dufry AG’s
annual report.
2.3. Accounting
Estimates and Principles. During any fiscal year that Dufry
AG is required, in accordance with IFRS, to account for its
investment in the Company on a consolidated basis or under the
equity method of accounting: the Company shall give Dufry
reasonable notice of any proposed material change in accounting
estimates or material changes in accounting principles from those
in effect with respect to the Company Group immediately prior to
the date hereof, and shall give Dufry notice immediately following
adoption of any such changes that are mandated or required by the
SEC, the Financial Accounting Standards Board, the International
Accounting Standards Board or the Public Company Accounting
Oversight Board. In connection therewith, the Company shall consult
with Dufry, and, if requested by Dufry, the Company shall consult
with the Dufry AG Auditors with respect thereto. As to changes in
accounting principles that could reasonably be expected to affect
Dufry AG’s financial statements, the Company shall not make
any such changes without Dufry’s prior written consent,
excluding changes that are mandated or required by the SEC, the
Financial Accounting Standards Board, the International Accounting
Standards Board or the Public Company Accounting Oversight
Board.
2.4. Internal
Audit. Without limiting the generality of Section 2.1
hereof, in connection with the provision of internal audit services
to the Company Group pursuant to the Franchise Agreements or
otherwise, the Company shall provide representatives of the Dufry
Group complete access upon request to the Company’s and its
Subsidiaries’ books and records as well as to the internal
accounting controls and operations of the Company and its
Subsidiaries. The Company shall, and shall cause its Subsidiaries
to, comply with the instructions of representatives of the Dufry
Group engaged in the provision of internal audit services, or
otherwise directing or carrying out internal audit functions. The
Company shall, and shall cause its Subsidiaries to, retain or
provide any employees, at the expense of the Company, to carry out
internal audit work as directed by representatives of the Dufry
Group. The Company shall not engage any third Person to provide
internal audit services without the consent in writing of
Dufry.
6
2.5. Accountants’
Reports. During any fiscal year that Dufry AG is required,
in accordance with IFRS, to account for its investment in the
Company on a consolidated basis or under the equity method of
accounting, no later than two (2) Business Days following the
receipt thereof, the Company shall deliver to Dufry copies of all
communications or reports submitted to the Company or any of its
Subsidiaries by their independent certified public accountants,
including, each report submitted to the Company or any of its
Subsidiaries concerning its accounting practices and systems and
any comment letter submitted to management in connection with their
annual audit and all responses by management to such reports and
letters.
2.6. Record
Retention. To facilitate the provision of Information
pursuant to this Article
II and other provisions of this Agreement, the Company
shall, and shall cause its Subsidiaries to, retain all Information
in its possession or control in accordance with the policies of the
Dufry Group as in effect on the date hereof or such other policies
as may be adopted by the Dufry Group. The Company will not destroy,
or permit any of its Subsidiaries to destroy, any Information
without the prior written consent of Dufry.
2.7. Production
of Witnesses; Records; Cooperation.
(a) Except in the case
of an adversarial Action by one Party against another Party, the
Company shall, and shall cause its Subsidiaries to, make available
to the Dufry Group, upon written request, the former, current and
future directors, officers, employees, other personnel and agents
of the members of the respective entity as witnesses and any books,
records or other documents within its control or which it otherwise
has the ability to make available, to the extent that any such
person (giving consideration to business demands of such directors,
officers, employees, other personnel and agents) or books, records
or other documents may be required in connection with any Action in
which any member of the Dufry Group may from time to time be
involved.
(b) Without limiting
the foregoing, the Company shall, and shall cause its Subsidiaries
to, cooperate and consult with Dufry to the extent so requested by
Dufry with respect to any Actions referred to in clause (a) to this
Section
2.7.
(c) Without limiting
any provision of this Section 2.7, the Company agrees
to cooperate, and to cause each of its Subsidiaries to cooperate,
with any member of the Dufry Group that requests such cooperation
in the defense of any infringement or similar claim with respect
any intellectual property and shall not claim to acknowledge, or
permit any member of the Company Group to claim to acknowledge, the
validity or infringing use of any intellectual property of a third
Person in a manner that would hamper or undermine the defense of
such infringement or similar claim except as required by
Law.
(d) The obligation of
the Company and is Subsidiaries to provide witnesses pursuant to
this Section 2.7 is
intended to be interpreted in a manner so as to facilitate
cooperation and shall include the obligation to provide as
witnesses inventors and other officers without regard to whether
the witness or the employer of the witness could assert a possible
business conflict.
7
(e) In connection with
any matter contemplated by this Section 2.7, if requested by
Dufry, the Company shall enter into a joint defense agreement with
any member of the Dufry Group so as to maintain to the extent
practicable any applicable attorney-client privilege, work product
immunity or other applicable privileges or immunities of the Dufry
Group or the member of any Dufry Group.
2.8. Privilege. The provision of any
information pursuant to this Article II shall not be deemed
a waiver of any privilege, including privileges arising under or
related to the attorney-client privilege or any other applicable
privilege (a “Privilege”).
2.9. General
Cooperation. The Company shall, and shall cause its
Subsidiaries to, provide to any member of the Dufry Group, at no
cost to the Dufry Group, timely access to such personnel,
facilities, assets and information, books and records of the
Company Group, and provide timely decisions, approvals and
acceptances, in each case as may be reasonably necessary to enable
any member of the Dufry Group to exercise its rights pursuant to
this Agreement in a timely and efficient manner.
ARTICLE
III
FINANCING AND
TREASURY OPERATIONS
3.1. Company
Group Financing. The Company shall, and cause its
Subsidiaries to, do all things necessary to comply with and
maintain in full force and effect the agreements listed on Schedule
3.1 hereto. Unless the Company has obtained the prior written
consent of Dufry, which Dufry may withhold in its sole discretion,
the Company shall, and shall cause its Subsidiaries to, incur
Indebtedness only pursuant to facilities provided by members of the
Dufry Group (that are not members of the Company Group). Any
Indebtedness incurred by members of the Company Group pursuant to
facilities provided by members of the Dufry Group (that are not
members of the Company Group) after the date of this Agreement
shall be on substantially the same terms as the Indebtedness
provided by members of the Dufry Group to members of the Company
Group that is outstanding on the date of this Agreement;
provided that the principal
amount, interest rate (which may be fixed or floating) and term may
vary from facility to facility; provided further that the interest rate
applicable to such Indebtedness incurred after the date of this
Agreement shall correspond to Dufry AG’s weighted average
cost of debt funding (in the currency of the Indebtedness to be
incurred) at the time that such Indebtedness is incurred initially
or refinanced by the Company Group, or if a floating rate of
interest is applied, Dufry AG’s weighted average cost of debt
funding (in the currency of the Indebtedness to be incurred) at
each interest reset date, in each case of incurrence, refinancing
or resetting, plus an additional 50 basis points (i.e., 0.50%).
3.2. Third
Person Guarantee or Letter of Credit Facilities. Unless the
Company has obtained the prior written consent of Dufry, the
Company shall not enter into, and not permit its Subsidiaries to
enter into, any guarantee, letter of credit guarantee facilities or
other similar arrangements with banks or other third
parties.
8
3.3. Foreign
Exchange Transactions. Unless the Company has obtained the
prior written consent of Dufry, which Dufry may withhold in its
sole discretion, the Company shall, and shall cause its
Subsidiaries to, execute foreign exchange transactions only through
members of the Dufry Group. At its sole discretion, Dufry may
execute any such foreign exchange transaction with a third Person
on behalf of the Company or any of its Subsidiaries at the best
quoted price, as reasonably determined by Dufry, and the Company,
or its Subsidiary, as the case may be, shall pay Dufry 10 basis
points (i.e., 0.10%) for each such transaction. If Dufry does not
execute such transaction on behalf of the Company or its Subsidiary
with a third Person, Dufry shall execute such transaction directly
with the Company or its Subsidiary at the best price quoted by a
third Person to execute such transaction, as reasonably determined
by Dufry, plus an additional 10 basis points (i.e.,
0.10%).
3.4. Cash
Pooling. Dufry may direct the Company to, or cause its
Subsidiaries to, deposit cash in any Dufry Group cash pooling
arrangement up to the aggregate principal amount of Indebtedness
then outstanding borrowed by members of the Company Group from
members of the Dufry Group. The Company or its Subsidiaries, as the
case may be, shall be compensated (or charged, if applicable
interest rates are negative) by Dufry for any cash placed by the
Company or its Subsidiaries in the cash pool arrangement based on
the then-prevailing market rate for short-term cash balances in
bank accounts at the same bank that operates the cash pooling
arrangement. The cash deposited by Company Group members in the
cash pooling arrangement may be used to secure any credit positions
in the cash pooling arrangements, either of Company Group members
or other Dufry Group members. Dufry may, in its sole discretion,
offer the Company the ability to borrow from the cash pooling
arrangement. Should the Company or any of its Subsidiaries incur
Indebtedness from any cash pooling arrangement, the Company, or its
Subsidiaries, as the case may be, shall be charged an interest rate
at the then-prevailing market rate applicable to borrowings by
similar borrowers from the bank operating the cash pooling
arrangement, as reasonably determined by Dufry, plus an additional
10 basis points (i.e., 0.10%). In the event of the insolvency,
bankruptcy, receivership or other similar status of Dufry AG or
Dufry, the amount of any Indebtedness of Company Group members to
Dufry Group members shall be automatically set off against any
amounts deposited by Company Group members in any cash pooling
arrangement that are not returned to such Company Group members
upon demand by such Company Group members, irrespective of the due
date of any claim by a Company Group member.
3.5. General.
The Company shall, and shall cause its Subsidiaries to, support
Dufry in its treasury and cash management operations and take any
action requested by Dufry in furtherance of Dufry Group treasury
and cash management operations, provided that such action shall not
materially adversely affect the Company Group.
9
ARTICLE
IV
SUPPLY
OF PRODUCTS FOR SALE
4.1. Purchase
of Products from Dufry. At Dufry’s option, the Company
shall, and shall cause its Subsidiaries to, purchase from members
of the Dufry Group all products to be sold by the Company Group in
the following categories: wine/spirits, tobacco, fashion, watches,
jewelry, perfume, cosmetics, electronics and
confectionary/chocolate. The Dufry Group may elect to supply
products directly to the Company Group or through a supply
arrangement between the Dufry Group and a third
Person.
4.2. Obligation
to Supply. Should Dufry elect to supply products directly to
the Company Group, it shall use, or cause its Subsidiaries to use,
reasonable best efforts to supply the Company Group on the terms
set by the Dufry Group for such supply, such terms to be determined
by Dufry in its sole discretion in accordance with Dufry’s
transfer pricing policy as then in effect for all members of the
Dufry Group.
ARTICLE
V
FRANCHISE AND OTHER
SERVICES AGREEMENTS
5.1. Franchise Agreements. The
Company shall, and cause its Subsidiaries to, do all things
necessary to comply with and maintain in full force and effect the
agreements listed on Schedule 5.1 hereto (the “Franchise
Agreements”).
5.2. Retail
Shop Concepts Services Agreements. The Company shall, and
shall cause its subsidiaries to, do all things necessary to comply
with and maintain in full force and effect the agreements listed on
Schedule 5.2 hereto.
5.3. Financial
Support Services. The Company shall, and shall cause its
subsidiaries to, do all things necessary to comply with and
maintain in full force and effect the agreements listed on Schedule
5.3 hereto
ARTICLE VI
OTHER
SERVICES
6.1. Financial
Statement Consolidation Services.
At its
option and subject to the Company’s compliance with Article
II hereof, Dufry shall, and shall cause its Subsidiaries, to
provide such consolidation services that it deems appropriate in
connection with the preparation of the financial statements of the
Company. Should Dufry exercise its option to provide such services
to the Company, Dufry shall provide such services only in respect
of the annual consolidated financial statements of the Company and
the interim condensed consolidated financial statements of the
Company for each of the first three fiscal quarters of each fiscal
year, in each case for financial statements in accordance with
IFRS. The Company shall be responsible for the costs of such
services. The Company shall be charged on the basis of the cost to
Dufry (including the cost of Dufry employees) for the provision of
such services plus an additional amount up to 500 basis points
(i.e., 5.00%), as determined by Dufry in its sole
discretion.
10
ARTICLE
VII
COMPLIANCE WITH
DUFRY POLICIES
7.1. Compliance
Generally. The Company shall, and shall cause all of its
Subsidiaries to, do all things necessary to comply with (i) the
policies, processes and procedures of the Dufry Group applicable to
Dufry Group members that are in effect at the date hereof, (ii) all
policies adopted by the Board of Directors or Group Executive
Committee of Dufry AG after the date hereof that amend or replace
such policies, and (iii) all other policies adopted by the Board of
Directors or Group Executive Committee of Dufry AG after the date
hereof that apply equally to all members of the Dufry
Group.
ARTICLE VIII
SALES
AND MARKETING MATTERS
8.1. Pricing
and Assortment. The Company shall, and shall cause its
Subsidiaries to, comply with (i) the Dufry Group’s pricing
and assortment strategies and initiatives in respect of the Dufry
Group’s (including the Company Group’s) duty-free
business and (ii) the Dufry Group’s directives on pricing and
assortment in respect of the Company Group’s duty-paid
business.
8.2. Advertising,
Marketing and Promotions. The Company shall, and shall cause
its Subsidiaries to, comply with (i) the Dufry Group’s
advertising, marketing and promotions strategies and initiatives in
respect of the Dufry Group’s (including the Company
Group’s) duty-free business and (ii) the Dufry Group’s
directives on advertising, marketing and promotions activities in
respect of the Company Group’s duty-paid
business.
8.3. Shop
Design. The Company shall, and shall cause its Subsidiaries
to, comply with the Dufry Group’s directives regarding
duty-free and duty-paid shop design, construction and
operation.
8.4. General.
The Company shall, and shall cause its Subsidiaries to, support the
Dufry Group in its global sales and marketing strategy and take any
action requested by any member of the Dufry Group in furtherance of
the Dufry Group’s global sales and marketing strategy,
provided that such action
shall not materially adversely affect the Company Group taken as a
whole.
INFORMATION
TECHNOLOGY
9.1. Information
Technology Agreements. The Company shall, and shall cause
its Subsidiaries to, do all things necessary to comply with and
maintain in full force and effect the agreements listed on Schedule
9.1 hereto.
11
9.2. Company
to Use Dufry Information Technology. The Company shall, and
shall cause its Subsidiaries to, use, apply and implement any
information technology system, application or software required by
Dufry. Without limiting the generality of the foregoing, the
Company shall, and shall cause its Subsidiaries to, deliver
information to the Dufry Group’s global applications and
databases as requested by Dufry. The use or development by the
Company or its Subsidiaries of any information technology tools,
systems or digital applications, and the provision of associated
services, shall require the prior written approval of Dufry, which
may be withheld in Dufry’s sole discretion.
9.3. Dufry Support. Dufry shall, and
shall cause its Subsidiaries to, support the Company and its
Subsidiaries in the implementation and subsequent operation of any
of the Dufry Group’s global information technology systems,
applications or software that Dufry shall require the Company Group
to use. To the extent that Dufry shall require the Company to use
the Dufry Group’s information technology systems,
applications or software, Dufry shall also ensure that the Company
Group’s use of such systems, applications or software is
permitted by Dufry’s global license or other applicable
agreements in respect of such applications or software, to the
extent applicable. The Dufry Group shall be solely responsible for
the development and maintenance of the Dufry Group’s global
information technology systems, applications and
software.
9.4. Company
Costs. The Company shall be responsible for: (a) the costs
of implementation of any Dufry Group global information technology
systems, applications or software at the Company Group, (b) all
day-to-day running costs of such information technology systems,
applications or software, including corresponding licensing costs,
and (c) the costs of Dufry’s provision of support
contemplated by Section 9.3 hereof. Any product or service
that is provided by the Dufry Group to the Company Group pursuant
to this Article IX shall be charged to the Company on the
basis of the cost to the Dufry Group (including the cost of Dufry
Group employees) for such product or the provision of such service
plus an additional amount of up to 500 basis points (i.e., 5.00%),
as determined by Dufry in its sole discretion.
ARTICLE X
TAX
MATTERS
10.1. Provision
of Tax Services. Without limiting the generality of Article
VII hereof, the Company shall, and shall cause its Subsidiaries to,
comply with the Dufry Group’s tax policy as in effect from
time to time. The Company shall not, and shall not permit its
Subsidiaries, to engage any third Person to provide tax services to
the Company Group without the prior written approval of Dufry,
which may be withheld at Dufry’s sole
discretion.
10.2. Provision
of Information and Cooperation. Without limiting the
generality of Article II hereof, the Company shall, and
shall cause its Subsidiaries to, provide all information requested
by any member of the Dufry Group in connection with any tax matter
concerning the Dufry Group, including the Company Group, and shall,
and shall cause its Subsidiaries to, cooperate with any member of
the Dufry Group that requests cooperation in connection with any
tax matter, including but not limited to the preparation of any tax
filing, interaction with a Governmental Authority including a
taxation authority or in connection with any litigation of a tax
matter, concerning the Dufry Group, including the Company
Group.
12
ARTICLE XI
EMPLOYEE
COMPENSATION EXPENSE
11.1. Dufry
PSU Plan. The Company shall reimburse the Dufry Group for
all costs incurred by the Dufry Group in connection with the
granting and vesting of any awards to employees of the Company
Group, either before or after the date of this Agreement, pursuant
to the Dufry PSU Plan.
ARTICLE XII
OTHER
AGREEMENTS
12.1. Further
Assurances.
(a) In addition to the
actions specifically provided for elsewhere in this Agreement, the
Company shall cause its Subsidiaries to take, or to cause to be
taken, all actions, and to do, or to cause to be done, all things
reasonably necessary on its part under applicable Law or
contractual obligations to consummate and make effective the
provisions of this Agreement.
12.2. Confidentiality.
(a) The Company
shall not, and shall cause its Subsidiaries and their respective
Representatives not to, directly or indirectly, disclose, reveal,
divulge or communicate to any Person other than Representatives of
such Party or of its Affiliates who reasonably need to know such
information in providing services to the Company or any member of
the Company Group or use or otherwise exploit for its own benefit
or for the benefit of any third Person, any Dufry Confidential
Information. For purposes of this Section 12.2, any Information,
material or documents relating to the businesses currently or
formerly conducted, or proposed to be conducted, by Dufry or any of
its Affiliates (other than any member of the Company Group)
furnished to or in possession of any member of the Company Group,
irrespective of the form of communication, and all notes, analyses,
compilations, forecasts, data, translations, studies, memoranda or
other documents prepared by the Company, any member of the Company
Group or their respective officers, directors and Affiliates, that
contain or otherwise reflect such information, material or
documents is hereinafter referred to as “Dufry Confidential
Information.”
(b) If the Company or
its Affiliates are requested or required (by oral question,
interrogatories, requests for information or documents, subpoena,
civil investigative demand or similar process) by any Governmental
Authority or pursuant to applicable Law to disclose or provide any
Dufry Confidential Information, as applicable, the entity or person
receiving such request or demand shall use all reasonable efforts
to provide Dufry with written notice of such request or demand as
promptly as practicable under the circumstances so that Dufry shall
have an opportunity to seek an appropriate protective order. The
Company shall take, and cause its representatives to take, all
other reasonable steps necessary to obtain confidential treatment
by the recipient. Subject to the foregoing, the Company may
thereafter disclose or provide any Dufry Confidential Information,
as the case may be, to the extent required by such Law (as so
advised by counsel) or by lawful process or such Governmental
Authority.
13
12.3. Insurance
Matters.
(a) Without limiting
the generality of Article VII hereof, the Company shall, and shall
cause its Subsidiaries to, comply with the Dufry Group’s
policy on insurance for members of the Dufry Group. At
Dufry’s option, the Company shall, and shall cause its
Subsidiaries to, participate in any insurance policy or arrangement
that Dufry effects, or causes to be effected, for the members of
the Dufry Group. The Company shall be responsible for any costs
(incurred by Dufry or otherwise) associated with effecting or
maintaining such policy or arrangement, as determined by Dufry in
its sole discretion.
12.4. IPO
Costs and Expenses. The Company shall pay all underwriting
fees, discounts and commissions incurred in connection with the
Initial Public Offering and all out-of-pocket costs and expenses of
the Parties in connection with the Initial Public
Offering.
12.5. Covenants
Against Taking Certain Actions Affecting Dufry. Except to
the extent otherwise contemplated by this Agreement, the Company
shall not, without the prior written consent of Dufry (which it may
withhold in its sole discretion) take, or cause to be taken,
directly or indirectly, any action, including making or failing to
make any election under the Law of any state, which has the effect,
directly or indirectly, of restricting or limiting the ability of
Dufry or any of its Affiliates to freely sell, transfer, assign,
pledge or otherwise dispose of any securities of the Company.
Without limiting the generality of the foregoing, the Company shall
not, without the prior written consent of Dufry (which it may
withhold in its sole discretion), take any action, or recommend to
its stockholders any action, which would limit the legal rights of,
or deny any benefit to, Dufry or any of its Affiliates in
Dufry’s capacity as a Company stockholder in a manner not
applicable to Company stockholders generally.
ARTICLE XIII
DISPUTE
RESOLUTION
13.1. General
Provisions.
(a) Any dispute,
controversy or claim arising out of or relating to this Agreement,
or the validity, interpretation, breach or termination thereof, or
any agreement or action contemplated thereby (a “Dispute”), shall be
resolved in accordance with the procedures set forth in this
Article XIII, which
shall be the sole and exclusive procedures for the resolution of
any such Dispute unless otherwise specified below.
(b) All communications
between the Parties or their representatives in connection with the
attempted resolution of any Dispute, including any mediator’s
evaluation, shall be deemed to have been delivered in furtherance
of a Dispute settlement and shall be exempt from discovery and
production, and shall not be admissible in evidence for any reason
(whether as an admission or otherwise), in any arbitral or other
proceeding for the resolution of the Dispute.
(c) The Parties
expressly waive and forego any right to trial by jury.
14
(d) The specific
procedures set forth below, including but not limited to the time
limits referenced therein, may be modified by agreement of the
Parties in writing.
(e) All applicable
statutes of limitations and defenses based upon the passage of time
shall be tolled while the procedures specified in this Article XIII are pending. The
Parties will take such action, if any, required to effectuate such
tolling.
(f) Notwithstanding
anything to the contrary contained in this Article XIII, any Dispute
relating to Dufry’s rights as a stockholder of the Company
pursuant to applicable Law, the Company’s Memorandum of
Association or the Company’s Amended and Restated Bye-Laws,
including Dufry’s rights as a stockholder of the Company,
will not be governed by or subject to the procedures set forth in
this Article
XIII.
13.2. Mediation.
The Board of Directors of either Party may submit any Dispute for
resolution by mediation in accordance with the Swiss Rules of
Commercial Mediation of the Swiss ▇▇▇▇▇▇▇▇’ Arbitration
Institution in force on the date when the request for mediation was
submitted in accordance with these Rules. The seat of the mediation
shall be Zurich, although the meetings may be held elsewhere. The
mediation proceedings shall be conducted in English.
13.3. Arbitration.
(a) If a Dispute is not
resolved by mediation as provided in Section 13.2 within thirty (30)
days of the selection of a mediator (unless the mediator chooses to
withdraw sooner), either Party may submit the Dispute to be finally
resolved by arbitration in accordance with the Swiss Rules of
International Arbitration of the Swiss ▇▇▇▇▇▇▇▇’ Arbitration
Institution in force on the date when the Notice of Arbitration was
submitted in accordance with those Rules. The Parties consent to a
single, consolidated arbitration for all known Disputes existing at
the time of the arbitration and for which arbitration is
permitted.
(b) The number of
arbitrators shall be three. The seat of the arbitration shall be in
Zurich. The arbitral proceedings shall be conducted in English. The
arbitration shall be conducted in accordance with the provisions
for expedited procedure.
(c) The Parties agree
to be bound by any award or order resulting from any arbitration
conducted in accordance with this Section 13.3 and further agree
that judgment on any award or order resulting from an arbitration
conducted under this Section 13.3 may be entered and
enforced in any court having jurisdiction thereof.
(d) Except as expressly
permitted by this Agreement, no Party will commence or voluntarily
participate in any court action or proceeding concerning a Dispute,
except (i) for enforcement as contemplated in paragraph (c) above,
to (ii) restrict or vacate an arbitral decision based on the
grounds specified under applicable Law, or (iii) for interim relief
as provided in paragraph (e) below.
15
(e) In addition to the
authority otherwise conferred on the arbitral tribunal, the
tribunal shall have the authority to make such orders for interim
relief, including injunctive relief, as it may deem just and
equitable. Notwithstanding paragraph (d) above, each Party
acknowledges that in the event of any actual or threatened breach
of the provisions of this Agreement, injunctive or other interim
relief may be sought immediately to restrain such breach. If the
tribunal shall not have been appointed, either Party may seek
interim relief from a court having jurisdiction if the award to
which the applicant may be entitled may be rendered ineffectual
without such interim relief. Upon appointment of the tribunal
following any grant of interim relief by a court, the tribunal may
affirm or disaffirm such relief, and the Parties will seek
modification or rescission of the court action as necessary to
accord with the tribunal’s decision.
(f) Each Party will
bear its own attorneys’ fees and costs incurred in connection
with the resolution of any Dispute in accordance with this
Article
XIII.
ARTICLE XIV
MISCELLANEOUS
14.1. Governing
Law. This Agreement shall be governed by and construed and
interpreted in accordance with the substantive Laws of
Switzerland.
14.2. Notices.
All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt)
by delivery in person, by overnight courier service or by email
with receipt confirmed (followed by delivery of an original via
overnight courier service) or by registered or certified mail
(postage prepaid, return receipt requested) to the respective
Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with
this Section
6.5):
If to
Dufry, to:
▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇,
▇▇
– ▇▇▇▇
▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
Attention: Group
General Counsel
E-mail:
▇▇▇▇▇@▇▇▇▇▇.▇▇▇
If to
the Company, to:
4 New
Square
Bedfont
Lakes
Feltham, ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attention: General
Counsel
E-mail:
▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
16
14.3. Severability.
If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced under any Law or as a matter
of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect. Upon
such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties to this
Agreement shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the Parties as closely as
possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as
originally contemplated to the greatest extent
possible.
14.4. Entire
Agreement. Except as otherwise expressly provided in this
Agreement, this Agreement (including the Schedules and Exhibits
hereto) constitutes the entire agreement of the Parties hereto with
respect to the subject matter of this Agreement and supersedes all
prior agreements and undertakings, both written and oral, between
or on behalf of the Parties hereto with respect to the subject
matter of this Agreement.
14.5. Assignment;
No Third-Party Beneficiaries. This Agreement shall not be
assigned by any Party hereto without the prior written consent of
the other Parties hereto. This Agreement is for the sole benefit of
the Parties to this Agreement and the members of the Dufry Group
and the Company Group and their respective permitted successors and
assigns and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person or entity any
legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
14.6. Amendment.
No provision of this Agreement may be amended or modified except by
a written instrument signed by all the Parties to such agreement.
Either Party may, in its sole discretion, waive any and all rights
granted to it in this Agreement; provided, that no waiver by any Party
of any provision hereof shall be effective unless explicitly set
forth in writing and executed by the Party so waiving. The waiver
by any Party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other
subsequent breach.
14.7. Rules
of Construction. Interpretation of this Agreement shall be
governed by the following rules of construction: (a) words in the
singular shall be held to include the plural and vice versa and
words of one gender shall be held to include the other gender as
the context requires, (b) references to the terms Article, Section,
paragraph, and Schedule are references to the Articles, Sections,
paragraphs, and Schedules to this Agreement unless otherwise
specified, (c) the word “including” and words of
similar import shall mean “including, without
limitation,” (d) provisions shall apply, when appropriate, to
successive events and transactions, (e) the table of contents and
headings contained herein are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement and (f) this Agreement shall be construed without regard
to any presumption or rule requiring construction or interpretation
against the Party drafting or causing any instrument to be
drafted.
17
14.8. Counterparts.
This Agreement may be executed in one or more counterparts, and by
the different Parties to each such agreement in separate
counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile shall be as effective
as delivery of a manually executed counterpart of any such
Agreement.
14.9. Term
and Termination.
(a) Subject to Section
14.9(b) hereof, this Agreement shall be effective as of the date
hereof and terminate on the date on which there are no Class B
common shares of the Company issued and outstanding.
(b) In its sole
discretion, without cause, Dufry may terminate this Agreement upon
giving six months’ notice to the Company. Without prejudice
to the foregoing sentence, in case of a termination by Dufry
without cause, upon request of the Company, Dufry will use its
commercially reasonable efforts to provide, on a case by case
basis, to the Company and/or its permitted sub-franchisees who, as
of the receipt by Dufry of Dufry’s termination notice,
operate certain shops in good faith reliance on the continued
duration of this Agreement, or franchise or other agreements that
terminate upon the termination of this Agreement, the right to
continue to use the reasonably necessary intellectual property
rights for the operation of the relevant shop(s) for a limited
term. Each such continued use shall: (i) fully comply with the
terms and conditions of this Agreement, or, as applicable,
franchise or other agreements that terminate upon the termination
of this Agreement (including, without limitation, regarding
remuneration), which shall continue to remain in force insofar as
the operation of the relevant shop(s) is concerned (but, for the
avoidance of doubt, not with regard to any other shops and/or any
other use of intellectual property rights); (ii) be limited to the
use expressly permitted by Dufry on a case by case basis; (iii)
cease immediately without further notice required in case of any
breach of the terms and conditions of this Agreement, or, as
applicable, franchise or other agreements that terminate upon the
termination of this Agreement, by the Company and/or its permitted
sub-franchisee that is not remedied within 30 (thirty) days after
Dufry’s request; and (iv) cease immediately without further
notice required, in respect of each shop for which an extension is
granted, upon the expiry of the remainder of the minimum term of
the concession, lease or similar agreement applicable to the
relevant Shop as in effect as of the receipt by Franchisee of
Franchisor's termination notice (without any extension or
prolongation).
14.10. Compliance
with Law and Existing Contractual Arrangements.
Notwithstanding
anything to the contrary in this Agreement, no member of the Dufry
Group or the Company Group shall be required by the terms of this
Agreement to take any action if such action would result in a
violation of any federal, state, provincial or other law or
regulation, including any rules, regulations, policies or guidance
of the U.S. Federal Aviation Administration or any airport
authority, that is applicable to members of the Dufry Group or the
Company Group or cause such member of the Dufry Group or Company
Group to violate the terms of an agreement between a Dufry Group
member or a Company Group member and a third party existing at the
date hereof.
[The
remainder of this page is intentionally left blank]
18
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed on the date first written above by their respective
duly authorized officers.
|
|
DUFRY INTERNATIONAL
AG
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Director
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Director
▇▇▇▇▇▇
LTD.
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Director
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Director
|
19
Schedule 3.1
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
February 13, 2013 ($123,204,207.74) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
February 13, 2013 ($99,250,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
February 13, 2013 ($78,500,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
February 13, 2013 ($67,000,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and Dufry Newark Inc., dated
February 13, 2013 ($2,800,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and Dufry Newark Inc., dated
February 13, 2013 ($850,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and Dufry Newark Inc., dated
February 13, 2013 ($600,000.00) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and Dufry Newark Inc., dated
February 13, 2013 ($290,637.02) (effective October 30,
2012)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
December 19, 2013 ($21,000,000.00)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
December 19, 2013 ($16,000,000.00)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
December 19, 2013 ($7,700,000.00)
Loan
Agreement between Dufry Finances SNC and ▇▇▇▇▇▇ Group Inc., dated
December 19, 2013 ($5,900,000.00)
Loan
Agreement between Dufry Finances SNC and Dufry North America LLC,
dated November 2, 2015 ($55,700,000.00)
Loan
Agreement between Dufry Finances SNC and WDFG North America LLC,
dated December 18, 2015 ($50,000,000.00)
Loan
Agreement between Dufry International and Dufry ▇▇▇▇▇▇▇ ▇▇ &
Retail Part., dated December 31, 2016 ($2,994,066.78)
Assignment
of Loan Receivables Agreement between Dufry Finances SNC and Dufry
International AG, dated February 2, 2017
Loan
Agreement between Dufry Financial Services B.V. and The Nuance
Group (Canada) Inc., dated August 1, 2017 (CAD
$195,030,000)
20
Schedule 5.1
Franchising
Agreement between Dufry International AG and ▇▇▇▇▇▇ Group (HG),
Inc., dated February 1, 2018
Hudson
Trademark License Agreement between Dufry International AG and
▇▇▇▇▇▇ Group (HG), Inc., dated February 1, 2018
Franchising
Agreement between Dufry International AG and The Nuance Group
(Canada) Inc., dated February 1, 2018
Franchising
Agreement between Dufry International AG and WDFG Vancouver L.P.,
dated February 1, 2018
21
Schedule 5.2
Retail
Shop Concepts Services Agreement between ▇▇▇▇▇▇ Group (HG), Inc.
and Dufry International AG, dated March 15, 2010
22
Schedule 5.3
Support
Services Agreement between WDFG SA and WDFG Vancouver L.P., dated
September 20, 2017
23
Schedule 9.1
Agreement
for the Provision of Services between Dufry Newark, Inc. and Dufry
Management Ltd., dated July 7, 2009
IT
Support Services Agreement between Dufry Management Ltd and The
Nuance Group (Canada) Inc., dated June 28, 2016
IT
Support Services Agreement between Dufry Management Ltd and The
Nuance Group (US) Inc., dated June 28, 2016
IT
Support Services Agreement between WDFG SA and WDFG Vancouver L.P.,
dated September 13, 2017
24