S-3mef Sample Contracts

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ARTICLE ONE
Supplemental Indenture • September 24th, 1997 • Fort James Corp • Paper mills • New York
TRW INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 8th, 1998 • TRW Inc • Motor vehicle parts & accessories • New York
SECTION 1 GRANT
Nonqualified Stock Option Agreement • March 23rd, 2000 • Dusa Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
WITNESSETH:
Supplemental Indenture • October 19th, 2000 • CMS Energy Trust Iii • Electric & other services combined
Founded 1866 August 8, 2001
Stock Purchase Agreement • August 8th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
ISSUER TO
Indenture • February 5th, 2001 • Ciena Corp • Telephone & telegraph apparatus • New York
Audible, Inc. 5,225,000 Shares a/ Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • November 17th, 2004 • Audible Inc • Services-business services, nec • New York

Audible, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 1,500,000 shares of Common Stock, $0.01 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters 3,725,000 shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 522,500 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Sched

FORM OF SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF JANUARY ___, 1999
Seventh Supplemental Indenture • January 21st, 1999 • CMS Energy Corp • Electric & other services combined
WITNESSETH:
Fourth Supplemental Indenture • October 6th, 1997 • CMS Energy Trust Ii • Electric & other services combined
ORIENT-EXPRESS HOTELS LTD. (a Bermuda company) 8,500,000 Class A Common Shares PURCHASE AGREEMENT
Purchase Agreement • March 15th, 2005 • Orient Express Hotels LTD • Hotels & motels • New York

Orient-Express Hotels Ltd. a Bermuda company 8,500,000 Class A Common Shares (Par Value $.01 Each) PURCHASE AGREEMENT SCHEDULE A SCHEDULE B Selling Shareholder and Company Shares SCHEDULE C Orient-Express Hotels Ltd. 8,500,000 Class A Common Shares (Par Value $.01 Each) SCHEDULE D FORM OF OPINION OF CARTER LEDYARD & MILBURN LLP TO BE DELIVERED PURSUANT TO PARAGRAPH 5(b) ANNEX A ANNEX B Descriptions of Contracts, Other Legal Documents, Statutes and Legal Proceedings ANNEX A Indentures, Mortgages, Loan Agreements, Etc. FORM OF OPINION OF CARTER LEDYARD & MILBURN LLP TO BE DELIVERED PURSUANT TO PARAGRAPH 5(e) Table of Contents

Temecula Valley Bancorp Inc. 1,925,000 Trust Preferred Securities Temecula Valley Statutory Trust VI Temecula Valley Bank Underwriting Agreement
Underwriting Agreement • January 14th, 2008 • Temecula Valley Bancorp Inc • National commercial banks • California

Temecula Valley Bancorp Inc., a California corporation (the “Company”) will be the holder of all of the common securities of Temecula Valley Statutory Trust VI, a Delaware statutory trust (the “Trust”). The Company and the Trust (together, the “Offerors”) propose that the Trust issue 1,925,000 of its 9.45% Trust Preferred Securities with a liquidation amount of $10.00 per security (the “Firm Securities”) to the several underwriters named in Schedule I hereto (the “Underwriters”), who are acting severally and not jointly and for whom Howe Barnes Hoefer & Arnett, Inc. and Wunderlich Securities, Inc. are acting as representatives (the “Representatives”).

WITNESSETH:
Fourth Supplemental Indenture • September 22nd, 1997 • CMS Energy Corp • Electric & other services combined
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