Cellnet Funding Llc Sample Contracts

Cellnet Funding Llc – PURCHASE AGREEMENT (June 8th, 2000)

EXHIBIT 99.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of May 23, 2000, between CELLNET DATA SYSTEMS, INC., a Delaware corporation ("CellNet"), CN HOLDINGS, INC., a Delaware corporation ("CN") (collectively, the "Sellers" and each individually a "Seller") on the one hand, and BECHTEL ENTERPRISES, INC., a Delaware corporation (the "Purchaser"), on the other. W I T N E S S E T H: WHEREAS, CellNet owns all of the outstanding stock of CN, and CN owns one-half of the membership interests in the Delaware limited liability company BCN Data Systems, L.L.C. ("BCN"), the other half of BCN being owned by BEn Meters International, Inc., a subsidiary of Purchaser; WHEREAS, Sellers are party to certain executory contracts pertaining to BCN identified on the Disclosure Schedule hereto; WHEREAS, Sellers commenced their cases (the "Chapter 11 Cases") in the United States Bankruptcy Court

Cellnet Funding Llc – ASSET PURCHASE AGREEMENT (March 13th, 2000)

EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of March 1, 2000, among the SELLERS SIGNATORY HERETO (the "SELLERS"), including CELLNET DATA SYSTEMS, INC., a Delaware corporation (the "SELLER REPRESENTATIVE"), SCHLUMBERGER RESOURCE MANAGEMENT SERVICES, INC., a Delaware corporation (the "PURCHASER"), and, for purposes of the guaranty set forth in Section 5.12, SCHLUMBERGER TECHNOLOGY CORPORATION, a Delaware corporation (the "PARENT"). W I T N E S S E T H: WHEREAS, the Sellers, directly or indirectly, own all of the properties, assets and goodwill used in connection with the business of providing data and information management services in the automated meter reading and other industries (the "BUSINESS"); WHEREAS, the Sellers, through ownership of the Assets (as such term is hereinafter defined), own and operate the Business;

Cellnet Funding Llc – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (March 13th, 2000)

EXHIBIT 99.2 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "AMENDMENT"), dated as of March 9, 2000, among the SELLERS SIGNATORY HERETO (the "SELLERS"), including CELLNET DATA SYSTEMS, INC., a Delaware corporation (the "SELLER REPRESENTATIVE"), SCHLUMBERGER RESOURCE MANAGEMENT SERVICES, INC., a Delaware corporation (the "PURCHASER"), and SCHLUMBERGER TECHNOLOGY CORPORATION, a Delaware corporation (the "PARENT"). W I T N E S S E T H: WHEREAS, the parties hereto are parties to an Asset Purchase Agreement dated March 1, 2000 (the "ASSET PURCHASE AGREEMENT"); and WHEREAS, the parties hereto desire to make certain modifications to the Asset Purchase Agreement and to amend the Asset Purchase Agreement as set forth herein. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. DEFINITIONS. Unless otherwise defined herein,