EXHIBIT 10.87 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT dated as of December 3, 1996, is made by and between SOUTHWALL TECHNOLOGIES INC. ("Debtor"), a Delaware corporation and THE CIT GROUP/EQUIPMENT FINANCING, INC., a New York...Loan and Security Agreement • March 31st, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
Exhibit 10.60.1 FIRST AMENDMENT TO LEASE DATED JANUARY 1, 1989 (3969-3975 E. Bayshore Road -- Building 1) This First Amendment to Lease dated January 1, 1989 between Judd Properties, LLC, a California limited liability company (as assignee of Bay...Lease • April 6th, 2000 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
ARTICLE I --------- DEFINITIONS -----------Supply Agreement • March 19th, 1996 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
EXHIBIT 10.89 CREDIT AGREEMENT This CREDIT AGREEMENT (the "Agreement"), dated as of May 6, 1997 is made between Southwall Technologies Inc., a Delaware corporation (the "Company"), and The Sanwa Bank, Limited, San Francisco Branch (the "Bank"). In...Credit Agreement • August 14th, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
andStock Purchase Agreement • August 14th, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
WARRANTWarrant Agreement • March 8th, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC. BACKBONE ACQUISITION SUB, INC. and SOUTHWALL TECHNOLOGIES INC. Dated as of October 6, 2011Merger Agreement • October 11th, 2011 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2011, is entered into by and among Solutia Inc., a Delaware corporation (“Parent”), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Southwall Technologies Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
EXHIBIT 10.90 REIMBURSEMENT AND SECURITY AGREEMENT This REIMBURSEMENT AND SECURITY AGREEMENT, dated as of May 6, 1997 (this "Agreement"), is made by SOUTHWALL TECHNOLOGIES, INC., a Delaware corporation (the "Grantor"), and TEIJIN LIMITED, a Japanese...Reimbursement and Security Agreement • August 14th, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2008 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 3rd day of November , 2008, between, Southwall Technologies Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
3,500,000 Shares* SOUTHWALL TECHNOLOGIES INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
Southwall Technologies Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,500,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), in each case to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Company Option”) to purchase up to an additional [______] shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (“Company Option Shares”). The stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) have also agreed to grant to you and the other Underwriters an option (the “Selling Stockholders Option”) to purchase up to an additional [______] shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (“Selling Stockholders
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 14th, 2011 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 13th, 2008 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
Second AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • April 14th, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Second Amendment To Forbearance Agreement ("Amendment") is entered into on this 20th day of February 2004, at Cupertino, California, by and between the following parties: PACIFIC BUSINESS FUNDING, a division of GREATER BAY BANK N.A. (and formerly a division of Cupertino National Bank), ("PBF"), and SOUTHWALL TECHNOLOGIES INC., a Delaware corporation ("STI").
EMPLOYMENT AGREEMENT SOUTHWALL TECHNOLOGIES INC.Employment Agreement • October 25th, 2011 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Employment Agreement (this “Agreement”) governs the terms of your continuing employment with Southwall Technologies Inc. (the “Company”). This Agreement becomes effective upon the Closing Date (as defined below); provided that in the event that the Acquisition (as defined below) fails to occur, this Agreement shall be null and void from the inception. For the avoidance of doubt, in the event that the Acquisition fails to occur, your current employment agreement with the Company shall continue to be applicable.
Cornish & Carey Commercial Logo]Sublease • November 14th, 2001 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
EXHIBIT 10.84 SINGLE-TENANT LEASE-NET 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only, August 22, 1996, is made by and between CHAMBERLAIN DEVELOPMENT, L.L.C. ("LESSOR") and SOUTHWALL...Single-Tenant Lease-Net • March 31st, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
SOUTHWALL TECHNOLOGIES INC. Non-Qualified Stock Option Agreement for EmployeesNon-Qualified Stock Option Agreement • May 13th, 2005 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
Southwall Technologies Inc., a Delaware corporation (the “Company”), hereby grants as of <date> to <name> (the “Employee”), an option to purchase a maximum of <number> shares (the “Option Shares”) of its Common Stock, $.001 par value (“Common Stock”), at the price of $___ per share, on the following terms and conditions:
Exhibit 10.35.1 [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION FORM STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--GROSS (Do not use this form for Multi-Tenant Property) 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease...Standard Industrial/Commercial Single-Tenant Lease • April 6th, 2000 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
CREDIT AGREEMENT by and between SOUTHWALL TECHNOLOGIES INC., a Delaware corporation and WELLS FARGO HSBC TRADE BANK, N.A Dated as of May 30, 2006Credit Agreement • August 11th, 2006 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
SOUTHWALL TECHNOLOGIES INC., a Delaware corporation ("Borrower"), organized under the laws of the State of Delaware whose chief executive office is located at the address specified after its signature to this Agreement ("Borrower's Address") and WELLS FARGO HSBC TRADE BANK, N.A. ("Trade Bank"), whose address is specified after its signature to this Agreement, have entered into this CREDIT AGREEMENT as of May 30, 2006, 2006 ("Effective Date"). All references to this "Agreement" include those covenants included in the Addendum to Agreement ("Addendum") attached as Exhibit A hereto.
STANDARD INDUSTRIAL LEASE BY AND BETWEEN AS LANDLORD AND SOUTHWALL TECHNOLOGIES, INC. AS TENANTStandard Industrial Lease • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
THIS LEASE is made this ____ day of October, 1999, by and between C&J Development Co., a California limited partnership, (“Landlord”) and Southwall Technologies, Inc. (formerly The Southwall Corporation), a Delaware corporation (“Tenant”).
Southwall Technologies Inc. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 20, 2004, by and among Southwall Technologies Inc., a Delaware corporation (the "Company"), and the persons listed on the attached Exhibit A (collectively, the "Investors").
CONTRACT NO: C9871SGE DATE: April 29 1996Contract for Sputter Roll Coaters • April 1st, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
THIRD AMENDMENT TO SINGLE-TENANT LEASE-NETSingle-Tenant Lease-Net • April 11th, 2001 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
That certain Single-Tenant Lease-Net dated August 22, 1996, by and between PHOENIX INVESTORS #4 LIMITED PARTNERSHIP, RANCHO YORBA LIMITED PARTNERSHIP, SANTA CLARA EAST LIMITED PARTNERSHIP, BLANC-VINEYARDS, THE BLANC TRUST under Trust Agreement dated October 20, 1988, GREGORY S. BLANC and MICHELLE M. BLANC, DAVID B. SCOLLIN and CHRISTY B. SCOLLIN, and THE BLAINE A BRIGGS REVOCABLE TRUST dated December 5, 1985, all as Tenants-In-Common ("the Southwall Group"), successors in interest to CHAMBERLAIN DEVELOPMENT, L.L.C. ("Chamberlain") ("Lessor") and SOUTHWALL TECHNOLOGIES, INC. ("Lessee").
EXHIBIT 10.83 ADDENDUM #1 TO SUPPLY AGREEMENT This Addendum #1 to Supply Agreement (the "Addendum") is entered into as of April 1, 1996 by and between Southwall Technologies Inc. ("Seller"), a Delaware corporation, and Sony Corporation ("Buyer"), a...Supply Agreement • April 1st, 1997 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
Amendment No.1 To Guaranteed Loan AgreementGuaranteed Loan Agreement • August 11th, 2004 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Amendment No.1 (this "Amendment") to that certain Guaranteed Loan Agreement by and between Southwall Technologies Inc. ("Southwall") and Teijin, Limited ("Teijin") dated as of January 19, 2004 (the "Original Agreement") is dated as of June 9, 2004. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Original Agreement.
ContractWarrant Agreement • November 12th, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • New York
NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAW, AND NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE UPON CONVERSION HEREOF MAY BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
MEMORANDUMLicense Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
Mitsui Chemicals, Inc. (“Mitsui”) and Southwall Technologies, Inc. (“Southwall”) hereby confirm certain issues, which were agreed upon during the July 14, 2000 meeting at Palo Alto by representatives from Mitsui and Southwall in connection with the License Agreement dated December 28, 1990 (“License Agreement”).
Loan Contract within the framework of the KfW-Beteiligungsfond Ost (117) program (Participation fund (East) of the Reconstruction Loan Corporation)Loan Contract • April 1st, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
ContractDomestic Factoring Agreement • August 15th, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
This Amendment to the Domestic Factoring Agreement (the " Domestic Amendment") is entered into as of June 16, 2003 (the "Amendment Date"), by and among PACIFIC BUSINESS FUNDING, a division of Cupertino National Bank ("Purchaser"), and Southwall Technologies, Inc. ("Seller").
Southwall Technologies Inc. Incentive Stock Option AgreementIncentive Stock Option Agreement • November 14th, 2008 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Delaware
INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) by and between Southwall Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company or a Related Company (the “Participant”) specified in Schedule A appended to this Agreement (“Schedule A”).
AMENDMENT AGREEMENTAmendment Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
THIS AMENDMENT AGREEMENT made and entered into this 28th day of December, 1990 by and among MITSUI TOATSU CHEMICALS, INC., a corporation duly organized and existing under the laws of Japan, with its principal office at 2-5 Kasumigaseki 3-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called “Mitsui”), MARUBENI CORPORATION, a corporation duly organized and existing under the laws of Japan, with its principal office at 4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called “Marubeni”), (collectively “Buyers”) and SOUTHWALL TECHNOLOGIES INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 1029 Corporation Way, Palo Alto, California 94303, U.S.A. (hereinafter called “Southwall”).
PACIFIC BUSINESS FUNDING A MEMBER OF THE GREATER BAY BANCORP FAMILY 20195 Stevens Creek Boulevard · Suite #220 · Cupertino, California 95014 Tel. (408) 255-9300 · Fax (408) 255-9313 DOMESTIC FACTORING AGREEMENTDomestic Factoring Agreement • August 15th, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Domestic Factoring Agreement (the "Domestic Agreement"), dated as of May 16, 2003, is entered into by and between Southwall Technologies Inc., a Delaware corporation ("Seller") having its principal place of business and chief executive office at the address set forth on Schedule 1 attached hereto, and Pacific Business Funding, a division of Cupertino National Bank ("Purchaser") having an office at the address identified above.
PACIFIC BUSINESS FUNDING A MEMBER OF THE GREATER BAY BANCORP FAMILY 20195 Stevens Creek Boulevard · Suite #220 · Cupertino, California 95014 Tel. (408) 255-9300 · Fax (408) 255-9313 EXPORT-IMPORT BANK FACTORING AGREEMENTFactoring Agreement • August 15th, 2003 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California
This Export-Import Bank Factoring Agreement (the "Exim Agreement"), dated as of May 16, 2003, is entered into by and between Southwall Technologies Inc., a Delaware corporation ("Seller") having its principal place of business and chief executive office at the address set forth on Schedule 1 attached hereto, and Pacific Business Funding, a division of Cupertino National Bank ("Purchaser") having an office at the address identified above.
WELLS FARGO HSBC TRADE BANK REVOLVING CREDIT LOANS NOTE - 1Revolving Credit Loan Agreement • May 13th, 2005 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Delaware
FOR VALUE RECEIVED, the undersigned SOUTHWALL TECHNOLOGIES INC., a Delaware corporation ("Borrower") promises to pay to the order of WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION ("Trade Bank") at its office at One Front Street, 21st Floor, San Francisco, CA 94111, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement (computed on the basis of a 360 day year, actual days elapsed) either (i) at a fluctuating rate per annum one and three-quarters percent (1.75%) below the Prime Rate in effect from time to time, or (ii) at a fixed rate per annum determined by WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") to be one percent (1%) above Bank's LIBOR in effect on the first day of the applicable Fixed
WELLS FARGO HSBC TRADE BANK REVOLVING CREDIT LOANS NOTE - 2Revolving Credit Loan • May 13th, 2005 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet
Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of that certain Credit Agreement between Borrower and Trade Bank dated as of ___________________________, 2005, as amended from time to time ("Credit Agreement"); provided that the outstanding principal balance of this Note shall at no time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the holder.
