SCHEDULES Schedule. A Forms of Annuity Which May Be Purchased. . . . A-100 Schedule B Life - Payment Certain Annuity . . . . . . . . S-100 Schedule C Life - Contingent Annuity. . . . . . . . . . . S-100 Schedule D Payment Certain Annuity. . . . . . . . . . . . S-100
SCHEDULES Schedule. I List and Location of Each Originator Schedule II Location of Books and Records of Originators Schedule III Trade Names Schedule IV Notice Addresses EXHIBITS Exhibit A Form of Purchase Report Exhibit B Form of Subordinated Note Exhibit C Form of Joinder Agreement
SCHEDULES Schedule. I Pledged Equity Securities and Pledged Debt Securities Schedule II Intellectual Property Schedule III [Reserved] Schedule IV Filing Jurisdictions, Legal Name, Jurisdiction of Formation and Addresses Schedule V Matters Relating to Accounts and Inventory Schedule VI Deposit Accounts, Securities Accounts and Futures Accounts Schedule VII Letter of Credit Rights Schedule VIII Serial Number Goods Exhibits Exhibit I Form of Supplement to Security Agreement Exhibit II Form of Intellectual Property Security Agreement
SCHEDULES Schedule. 1.1-A Pricing Schedule Schedule 1.1-B Commitments and Notice Addresses Schedule 5.3 Litigation Schedule 5.6 Regulatory Approval Schedule 5.8 Employee Benefit Plans Schedule 5.11 Environmental Matters EXHIBITS EXHIBIT 2.2.2 Form of Borrowing Notice EXHIBIT 2.2.3 Form of Swingline Borrowing Notice EXHIBIT 2.2.7 Form of Conversion/Continuation Notice EXHIBIT 2.5.2 Form of Commitment Increase Supplement EXHIBIT 2.7 Form of Notice of Prepayment EXHIBIT 2.11.4-A Form of Revolving Note EXHIBIT 2.11.4-B Form of Swingline Note -iv- 12240383v6 24740.00125 TABLE OF CONTENTS (continued) Page EXHIBIT 2.19-A Form of Tax Compliance Certificate EXHIBIT 2.19-B Form of Tax Compliance Certificate EXHIBIT 2.19-C Form of Tax Compliance Certificate EXHIBIT 2.19-D Form of Tax Compliance Certificate EXHIBIT 3.2 Letter of Credit Notice EXHIBIT 4.2 Form of Compliance Certificate EXHIBIT 12.3.1 Form of Assignment Agreement -v- 12240383v6 24740.00125
SCHEDULES Schedule. 1 - Representations and Warranties with Respect to Purchased Mortgage Loans ANNEXES Annex I - Buyer Acting as Agent Annex II - Structuring Fee Schedule Annex III - Non-Utilization Fee Formula EXHIBITS Exhibit A - Form of Transaction Request Exhibit B - Form of Purchase Confirmation Exhibit C - Form of Mortgage Loan Schedule and Exception Report Exhibit D - Form of Officer's Compliance Certificate Exhibit E - Reserved Exhibit F - Form of Opinion of Seller's counsel Exhibit G - Underwriting Guidelines Exhibit H - Authorized Signatories of Seller Exhibit I - Corporate Resolutions of Seller Exhibit J - Seller's Tax Identification Number Exhibit K - Existing Indebtedness Exhibit L - Wet-Ink Procedures Exhibit M - Escrow Instruction Letter Exhibit N - Custodial and Bank Fee Schedule Exhibit O - Form of Servicer Notice Exhibit P--Computer Correction Fee Schedule 1. Applicability From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer Mortgage Loans (as hereinafter defined) against the transfer of funds by Buyer, with a simultaneous agreement by Seller to repurchase such Mortgage Loans at a date certain or on demand if such Mortgage Loans are not sold by Buyer to a third party as provided herein. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder.
SCHEDULES Schedule. 1.1 - Contracts Excluded from Leakage Schedule 3.3 - Purchased Shares Schedule 4.2(a) - Capitalization Schedule 4.2(b) - Subsidiaries Schedule 4.3 - Company Financial Statements Schedule 4.5 - Absence of Certain Changes Schedule 4.6 - Legal Proceedings Schedule 4.9(a) - Employee Benefits Schedule 4.9(b) - Employee Benefit Plan Compliance Schedule 4.10 - Labor Matters Schedule 4.11 - Intellectual Property Schedule 4.12(b) - Real Property Entitlements Schedule 4.12(c) - Owned Real Property Schedule 4.14 - Material Contracts Schedule 4.15 - Insurance Schedule 4.16 - Anti-Corruption Schedule 4.17 - Affiliate Contracts Schedule 6.1 - Conduct of Business Schedule 7.1 - Required Additional Approvals Schedule 7.3(c) - Released Credit Support Documents Schedule 10.12 - Knowledge of Sellers EXHIBITS Exhibit A - Form of Director and Officer Resignation and Release Exhibit B - Form of Company Power of Attorney Exhibit C - Form of Seller Indemnity Guaranty Exhibit D - Form of SAPURA Claim Power of Attorney APPENDICES
SCHEDULES Schedule. A - List of Underwriters Sch A-1 Schedule B - Pricing Information Sch B-1 Schedule C - List of Persons and Entities Subject to Lock-up Sch C-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel A-1 Exhibit B - Form of Opinion of General Counsel for the Company B-1 Exhibit C - Form of Lock-up Letter C-1 DRAFT OF JULY 12, 2000 Silicon Valley Bancshares (a Delaware corporation) 2,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT , 2000 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxx Xxxxxxxx Incorporated Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation as Representatives of the several Underwriters c/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated North Tower World Financial Center New York, New York 10281 Ladies and Gentlemen: Silicon Valley Bancshares, a Delaware corporation (the "Company"), confirms its agreement with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, Xxxx Xxxxxxxx Incorporated and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company ("Common Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 300,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 2,000,000 shares of Common Stock (the "Initial Securities") to be purchased by the Underwriters and all or any part of the 300,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are hereinafter called, collectively, the "Securities." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
SCHEDULES Schedule. I Pledged Equity Schedule II - Pledged Debt Schedule III - Pledged Deposit Accounts Schedule IV Intellectual Property Schedule V Letters of Credit Schedule VI Commercial Tort Claims Schedule VII Grantors Schedule VIII Locations Schedule IX Investment Property Exhibits Exhibit A - Form of Intellectual Property Security Agreement Exhibit B - Form of Intellectual Property Security Agreement Supplement Exhibit C - Form of Security Agreement Supplement Exhibit D - Form of Hong Kong Share Pledge Documents Exhibit E - Form of Global Intercompany Note
SCHEDULES Schedule. I Guarantors Schedule II Equity Interests; Pledged Debt Securities Schedule III Intellectual Property Schedule IV Commercial Tort Claims Schedule V Existing Liens Schedule VI Inventory and Equipment Schedule VII Deposit Accounts, Securities Accounts; Commodity Accounts Schedule VIII Post-Closing Schedule Exhibits Exhibit A Form of Supplement Exhibit B Form of Perfection Certificate Exhibit C Form of Copyright Security Agreement Exhibit D Form of Patent Security Agreement Exhibit E Form of Trademark Security Agreement
SCHEDULES Schedule. 1.1(a) Knowledge Schedule 1.1(b) Transition Services Agreement Schedule 2.1(a) Equipment Schedule 2.1(b) Vehicles Schedule 2.2(a) Real Property Leases Schedule 2.2(b) Personal Property Leases Schedule 2.2(e) Other Contracts Schedule 2.2(g) Transferred Permits Schedule 2.3(b) Excluded Contracts Schedule 2.3(n) Other Excluded Assets Schedule 3.4 Preliminary Purchase Price Allocation Schedule 4.3 Seller Conflicts Schedule 4.4 Financial Statements Schedule 4.5 Liens Schedule 4.7 Absence of Certain Changes Schedule 4.8 Consents and Approvals Schedule 4.9 Certain Contracts and Leases Schedule 4.10 Inventory Exceptions Schedule 4.11 Accounts Receivable Exceptions Schedule 4.14(a) Employee Matters Schedule 4.14(b) Contract Employees Schedule 4.14(c) Breda Affected Employees Schedule 4.17 Environmental Matters Schedule 4.18 Litigation Schedule 5.3(a) Metatec Company Consents Schedule 5.3(b) Metatec Company Conflicts Schedule 6.1 Conduct of Business Schedule 8.4 Required Consents and Approvals Schedule 8.5 Terms of Breda Lease Schedule 10.1(a) Selected Menomonie Employees Schedule 10.1(b) Benefits Schedule 10.1(c) Severance Benefits EXHIBITS Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of International Asset Transfer Agreement Exhibit C Form of Note Exhibit D Form of License Agreement Exhibit E Form of Opinion of Counsel for Imation Companies Exhibit F Form of Opinion of Van Benthem & Keulen Exhibit G Form of Opinion of Counsel for the Metatec Companies Exhibit H Form of Opinion of Trenite Van Doorne ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made as of the 29th day of July 1998, by and among METATEC ACQUISITION CORP., an Ohio corporation ("Metatec Acquisition"), METATEC INTERNATIONAL B.V., a Netherlands corporation ("Metatec International"), METATEC CORPORATION, a Florida corporation ("Metatec"), IMATION CORP., a Delaware corporation ("Imation"), IMATION INTERNATIONAL B.V., a Netherlands corporation ("International"), and IMATION ENTERPRISES CORP., a Delaware corporation ("Enterprises"). Certain capitalized terms used herein are defined in Article I.
