PURCHASE AND SALE AGREEMENT by and among J.P. MORGAN VENTURES ENERGY CORPORATION, SEMPRA ENERGY TRADING LLC, RBS SEMPRA COMMODITIES LLP, SEMPRA ENERGY and THE ROYAL BANK OF SCOTLAND PLC Dated as of February 16, 2010Purchase and Sale Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This Purchase and Sale Agreement, dated as of February 16, 2010, is entered into by and among J.P. Morgan Ventures Energy Corporation, a Delaware corporation (“Purchaser”), Sempra Energy, a California corporation (“Sempra Energy”), The Royal Bank of Scotland plc, a public limited company incorporated in Scotland (“RBS,” and together with Sempra Energy, the “Seller Parents”), Sempra Energy Trading LLC, a Delaware limited liability company (“SET”), and RBS Sempra Commodities LLP, a limited liability partnership constituted under the Limited Liability Partnership Act of 2000 of the United Kingdom and the regulations made thereunder (the “Partnership” and, together with SET, the “Sellers” and each individually a “Seller” and, together with the Seller Parents, the “Seller Parties” and each individually, a “Seller Party”). RBS also shall be considered a “Seller” in relation to the RBS Related Assets and Liabilities (as defined below). The Sellers, the Seller Parents and the Purchaser each ma
Dated 4 August 2010 THE ROYAL BANK OF SCOTLAND plc and NATIONAL WESTMINSTER BANK plc and NATIONAL WESTMINSTER HOME LOANS LIMITED and SANTANDER UK plc SALE AND PURCHASE AGREEMENT relating to certain operations of the Business Sellers in England and...Sale and Purchase Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec
AMENDED AND RESTATED INVESTMENT AGREEMENT relating to SHIP LUXCO HOLDING & Cy. S.C.A. Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990Investment Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec
SCHEDULE 8 AUDIT COMMITTEE AND REMUNERATION COMMITTEE TERMS OF REFERENCE 83 SCHEDULE 9 PROVISION OF INFORMATION 89 SCHEDULE 10 CONDUCT OF THE GROUP 92 SCHEDULE 11 DEED OF ADHERENCE 97 SCHEDULE 12 DEFINITIONS AND INTERPRETATION 99
Dated 6 August 2010 THE ROYAL BANK OF SCOTLAND PLC AND OTHERS and SHIP BIDCO LIMITED TRANSFER AGREEMENT relating to the transfer of the companies and businesses comprising the point of sale, e-commerce gateway, merchant acquiring business and related...Transfer Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec
Dated 29 November 2010 THE ROYAL BANK OF SCOTLAND PLC (on behalf of itself, the Transferors and the Contribution Party) and WORLDPAY (UK) LIMITED and WORLDPAY ECOMMERCE LIMITED and SHIP US BIDCO, INC AMENDMENT AGREEMENT In respect of the Transfer...Amendment Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec
AMENDMENT TO THE PURCHASE AND SALE AGREEMENT J.P. Morgan Ventures Energy Corporation 383 Madison Avenue, 10th Floor New York, New York 10017Purchase and Sale Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
PURCHASE AND SALE AGREEMENT by and among NOBLE AMERICAS GAS & POWER CORP., RBS SEMPRA COMMODITIES LLP, SEMPRA ENERGY and THE ROYAL BANK OF SCOTLAND PLC Dated as of September 20, 2010Purchase and Sale Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
This Purchase and Sale Agreement, dated as of September 20, 2010, is entered into by and among Noble Americas Gas & Power Corp., a Delaware corporation (“Purchaser”), Sempra Energy, a California corporation (“Sempra Energy”), The Royal Bank of Scotland plc, a public limited company incorporated in Scotland (“RBS,” and together with Sempra Energy, the “Seller Parents”), and RBS Sempra Commodities LLP, a limited liability partnership constituted under the Limited Liability Partnership Act of 2000 of the United Kingdom and the regulations made thereunder (the “Seller” and, together with the Seller Parents, the “Seller Parties” and each individually, a “Seller Party”). The Seller, the Seller Parents and the Purchaser each may be referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSFER AGREEMENT by and among J.P. MORGAN VENTURES ENERGY CORPORATION, RBS SEMPRA COMMODITIES LLP, SEMPRA ENERGY TRADING LLC, SEMPRA ENERGY AND THE ROYAL BANK OF SCOTLAND PLC Dated as of October 7, 2010Transfer Agreement • March 31st, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York
TRANSFER AGREEMENT, dated as of October 7, 2010, is entered into by and among J.P. Morgan Ventures Energy Corporation, a Delaware corporation (“Purchaser”), Sempra Energy, a California corporation (“Sempra Energy”), The Royal Bank of Scotland plc, a public limited company incorporated in Scotland (“RBS,” and together with Sempra Energy, the “Seller Parents”), RBS Sempra Commodities LLP, a limited liability partnership constituted under the Limited Liability Partnership Act of 2000 of the United Kingdom and the regulations made thereunder (the “Partnership”) and Sempra Energy Trading LLC (“SET” and a “Seller” and, together with the Seller Parents and the Partnership, the “Seller Parties” and each individually, a “Seller Party”). RBS also shall be considered a “Seller” in relation to the Commodity Transactions booked by RBS for the Business. The Partnership, the Seller Parties and the Purchaser each may be referred to herein individually as a “Party” and collectively as the “Parties.”
