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 Filing Jurisdictions Schedule IV Commercial Tort Claims Schedule V Matters Relating to Accounts and Inventory Schedule VI Deposit Accounts, Securities Accounts and Commodity Accounts Schedule VII Letter of Credit Rights Exhibits Exhibit I Form of Supplement to Security Agreement Exhibit II Form of Intellectual Property Security Agreement
SCHEDULES Schedule. I -- List of SPV Owners Exhibits Exhibit A -- Form of Employment Agreements Exhibit B -- Allocation Schedule Exhibit C -- Form of Escrow Agreement Exhibit D -- Form of Share Lockup and Standstill Agreement Exhibit E -- Form of Bond Registration Rights Agreement Exhibit F -- Form of Equity Registration Rights Agreement Exhibit G -- Illustrative Example of Estimated Closing Statement Exhibit H -- Form of CoCo Bonds Assignment Agreement Exhibit I -- Form of Articles of Association of CMC Exhibit J -- Form of Articles of Association of CIG
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. 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. I Pledged Equity Interests
SCHEDULES Schedule. A - List of Underwriters Sch A-1 Schedule B - List of Sellers Sch B-1 Schedule C - Pricing Information Sch C-1 Schedule D - List of Persons and Entities Subject to Lock-up Sch D-1 EXHIBITS Exhibit A-1 - Form of Opinion of General Counsel to Company A-1 Exhibit A-2 - Form of Opinion of Company's Counsel A-2 Exhibit B - Form of Opinion for Special Intellectual Property Counsel B-1 Exhibit C -1 - Form of Opinion of Counsel to Selling Shareholder C-1 Exhibit C-2 - Form of Opinion of General Counsel to Selling Shareholder C-2 Exhibit D - Form of Lock-up Letter D-1 Exhibit E - Information Provided by Selling Shareholder E-1
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.
