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Affiliate Agreement
Affiliate Agreement (16K)
Doc #1265719: Click preview link for longer preview.
AFFILIATE AGREEMENT
THIS AFFILIATE AGREEMENT (this "Agreement") is made and entered into as
of June 10, 2002, by and between SmartForce Public Limited Company, a public
limited company organized under the laws of the Republic of Ireland
("SmartForce"), and the undersigned stockholder who may be deemed an affiliate
("Affiliate") of SkillSoft Corporation, a Delaware corporation ("SkillSoft").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Merger . . .
1265719
|
 BNY
As referenced in this Affiliate Agreement:
Bank of
New York – restricted ADR (as defined below)
facility pursuant to that certain Deposit Agreement, dated as of November 30,
1995, as amended and restated as of May 22, 1998, among SmartForce, The Bank of
New York and all owners and beneficial owners from time to time of restricted
ADRs issued thereunder (the "Deposit Agreement") and that, pursuant to the
Deposit Agreement, among other things, except as
_____________
dt 1586878
;
|
 WSGR
As referenced in this Affiliate Agreement:
Wilson Sonsini – as shall
be specified by like notice):
If to SmartForce: SmartForce PLC
900 Chesapeake Drive
Redwood City, CA 94063
Attention: Gregory M. Priest
Facsimile: 650-817-5070
With copies to: Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Attention: Steven V. Bernard
Facsimile: (650) 493-6811
and
Wilson Sonsini Goodrich & Rosati
Professional
_____________
Wilson Sonsini – 817-5070
With copies to: Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
Attention: Steven V. Bernard
Facsimile: (650) 493-6811
and
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market
Spear Street Tower, Suite 3300
San Francisco, CA 94105
Attention: Michael J. Kennedy
Facsimile: (415) 947-2099
If to Affiliate: To the
_____________
dt 1325131
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Agreement and Plan of Merger
Agreement and Plan of Merger (280K)
Doc #1265714: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
SmartForce Public Limited Company,
Slate Acquisition Corp.
and
SkillSoft Corporation
Dated as of June 10, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1265714
|
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc
of America Securities LLC – under any SkillSoft Insurance Policy as to which coverage has been
questioned, denied or disputed by the underwriters thereof.
3.19 Opinion of Financial Advisor. The financial advisor of SkillSoft, Banc
of America Securities LLC , has delivered to SkillSoft an opinion dated the date
of this Agreement to the effect, as of such date, that the Exchange Ratio is
fair to the holders of
_____________
Banc of
America Securities LLC – of its Affiliates, to any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with any of the transactions contemplated by this Agreement, except Banc of
America Securities LLC , whose fees and expense shall be paid by SkillSoft.
SkillSoft has delivered to SmartForce a complete and accurate copy of all
agreements pursuant to which Banc of America Securities
_____________
Banc of America Securities LLC – Banc of
America Securities LLC, whose fees and expense shall be paid by SkillSoft.
SkillSoft has delivered to SmartForce a complete and accurate copy of all
agreements pursuant to which Banc of America Securities LLC is entitled to any
fees and expenses in connection with any of the transactions contemplated by
this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SMARTFORCE AND THE TRANSITORY SUBSIDIARY
_____________
dt 1705518
;
|
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York – exchanging outstanding
shares of SkillSoft Common Stock for SmartForce ADSs pursuant to the Merger are
as follows:
(a) Exchange Agent. As of the Effective Time, SmartForce shall deposit
with The Bank of New York or another bank or trust company designated by
SmartForce and reasonably acceptable to SkillSoft (the "Exchange Agent"), for
the benefit of the holders of shares of SkillSoft Common Stock, for
_____________
Bank of New York, – right under any provision of Irish law, the SmartForce
Charter Documents or any agreement to which SmartForce is a party or is
otherwise bound. Upon the due issuance by the Bank of New York, as depositary,
of SmartForce ADRs evidencing SmartForce ADSs to be issued pursuant to this
Agreement against deposit of the SmartForce Ordinary Shares underlying such
SmartForce ADSs in accordance with
_____________
Bank of New York, – in accordance with this Agreement and the provisions of the
Deposit Agreement, dated as of April 13, 1995, as amended and restated as of May
22, 1998, among SmartForce, The Bank of New York, as Depositary, and the owners
and beneficial owners from time to time of American Depositary Receipts (the
"Deposit Agreement") or, with respect to Affiliates of SkillSoft, the Deposit
Agreement,
_____________
Bank of New York, – Deposit Agreement") or, with respect to Affiliates of SkillSoft, the Deposit
Agreement, dated as of November 30, 1995, as amended and restated as of May 22,
1998, among SmartForce, The Bank of New York, as Depositary, and the owners and
beneficial owners from time to time of Restricted American Depositary Receipts
(the "Affiliate Deposit Agreement"), such SmartForce ADRs will be duly and
validly
_____________
Bank of New York, – be subject
to any restrictions on resale under the Securities Act, other than those
restrictions imposed by Rule 145 promulgated under the Securities Act. Upon the
due issuance by The Bank of New York, as depositary, of SmartForce ADRs
evidencing SmartForce ADSs to be issued pursuant to the SkillSoft Option
Agreement against deposit of the SmartForce Ordinary Shares underlying such
SmartForce ADRs in
_____________
dt 1725728
;
Fleet Bank
As referenced in this Agreement and Plan of Merger:
Fleet Bank, N.A. – the
filing of any lawsuit or other legal action, taken to collect payment, together
with interest on the amount of any unpaid fee at the publicly announced prime
rate of Fleet Bank, N.A. plus five percent per annum, compounded quarterly, from
the date such termination fee was required to be paid. Payment of the
termination fee described in this Section 8.3
_____________
dt 1716309
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Agreement and Plan of Merger
Agreement and Plan of Merger (280K)
Doc #1265729: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
SmartForce Public Limited Company,
Slate Acquisition Corp.
and
SkillSoft Corporation
Dated as of June 10, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1265729
|
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc
of America Securities LLC – under any SkillSoft Insurance Policy as to which coverage has been
questioned, denied or disputed by the underwriters thereof.
3.19 Opinion of Financial Advisor. The financial advisor of SkillSoft, Banc
of America Securities LLC , has delivered to SkillSoft an opinion dated the date
of this Agreement to the effect, as of such date, that the Exchange Ratio is
fair to the holders of
_____________
Banc of
America Securities LLC – of its Affiliates, to any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with any of the transactions contemplated by this Agreement, except Banc of
America Securities LLC , whose fees and expense shall be paid by SkillSoft.
SkillSoft has delivered to SmartForce a complete and accurate copy of all
agreements pursuant to which Banc of America Securities
_____________
Banc of America Securities LLC – Banc of
America Securities LLC, whose fees and expense shall be paid by SkillSoft.
SkillSoft has delivered to SmartForce a complete and accurate copy of all
agreements pursuant to which Banc of America Securities LLC is entitled to any
fees and expenses in connection with any of the transactions contemplated by
this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SMARTFORCE AND THE TRANSITORY SUBSIDIARY
_____________
dt 1705519
;
|
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York – exchanging outstanding
shares of SkillSoft Common Stock for SmartForce ADSs pursuant to the Merger are
as follows:
(a) Exchange Agent. As of the Effective Time, SmartForce shall deposit
with The Bank of New York or another bank or trust company designated by
SmartForce and reasonably acceptable to SkillSoft (the "Exchange Agent"), for
the benefit of the holders of shares of SkillSoft Common Stock, for
_____________
Bank of New York, – right under any provision of Irish law, the SmartForce
Charter Documents or any agreement to which SmartForce is a party or is
otherwise bound. Upon the due issuance by the Bank of New York, as depositary,
of SmartForce ADRs evidencing SmartForce ADSs to be issued pursuant to this
Agreement against deposit of the SmartForce Ordinary Shares underlying such
SmartForce ADSs in accordance with
_____________
Bank of New York, – in accordance with this Agreement and the provisions of the
Deposit Agreement, dated as of April 13, 1995, as amended and restated as of May
22, 1998, among SmartForce, The Bank of New York, as Depositary, and the owners
and beneficial owners from time to time of American Depositary Receipts (the
"Deposit Agreement") or, with respect to Affiliates of SkillSoft, the Deposit
Agreement,
_____________
Bank of New York, – Deposit Agreement") or, with respect to Affiliates of SkillSoft, the Deposit
Agreement, dated as of November 30, 1995, as amended and restated as of May 22,
1998, among SmartForce, The Bank of New York, as Depositary, and the owners and
beneficial owners from time to time of Restricted American Depositary Receipts
(the "Affiliate Deposit Agreement"), such SmartForce ADRs will be duly and
validly
_____________
Bank of New York, – be subject
to any restrictions on resale under the Securities Act, other than those
restrictions imposed by Rule 145 promulgated under the Securities Act. Upon the
due issuance by The Bank of New York, as depositary, of SmartForce ADRs
evidencing SmartForce ADSs to be issued pursuant to the SkillSoft Option
Agreement against deposit of the SmartForce Ordinary Shares underlying such
SmartForce ADRs in
_____________
dt 1725729
;
Fleet Bank
As referenced in this Agreement and Plan of Merger:
Fleet Bank, N.A. – the
filing of any lawsuit or other legal action, taken to collect payment, together
with interest on the amount of any unpaid fee at the publicly announced prime
rate of Fleet Bank, N.A. plus five percent per annum, compounded quarterly, from
the date such termination fee was required to be paid. Payment of the
termination fee described in this Section 8.3
_____________
dt 1716310
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Agreement and Plan of Merger
Agreement and Plan of Merger (195K)
Doc #1265754: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SKILLSOFT CORPORATION, BTF ACQUISITION CORP.,
AND
BOOKS24X7.COM, INC.
December 6, 2001
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
< . . .
1265754
|
SVB
As referenced in this Agreement and Plan of Merger:
Silicon Valley
Bank – as defined below) being placed in escrow on the Closing Date
pursuant to Section 1.9; and
-2-
<PAGE>
(h) the Buyer shall pay by wire transfer to Silicon Valley
Bank all amounts due under the Company's credit facility in accordance with
payoff instructions provided by the Company no later than three days prior to
the Closing Date.
1.4
_____________
dt 1720695
;
|
Foley Hoag
As referenced in this Agreement and Plan of Merger:
Foley, Hoag – as clause (e) relates to Legal
Proceedings involving the Buyer) of this Section 5.3 is satisfied in all
respects;
(g) the Company shall have received a written opinion from
Foley, Hoag & Eliot to the effect that the Merger will be treated for federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Code;
_____________
Foley, Hoag – to the effect that the Merger will be treated for federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Code; provided that if Foley, Hoag & Eliot does not render such opinion,
this condition shall nonetheless be deemed satisfied if Hale and Dorr LLP
renders such opinion to the Company in form and substance
_____________
Foley, Hoag – in form and substance reasonably
satisfactory to the Company (it being agreed that the Company and the Buyer
shall each provide reasonable cooperation, including making reasonable and
customary representations, to Foley, Hoag & Eliot or Hale and Dorr LLP, as the
case may be, to enable them to render such opinion);
(h) the Company shall have received from counsel to the
_____________
Foley, Hoag – Books24x7.com, Inc. Ian M. Starr, Esq.
100 River Ridge Drive One Financial Center
Suite 104 28th Floor
Norwood, Massachusetts 02062 Boston, Massachusetts 02111
Attention: David F. Parkinson
AND TO:
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
Attention: Paul Bork, Esq.
IF TO THE BUYER OR COPY TO:
THE TRANSITORY SUBSIDIARY:
Hale and Dorr LLP
SkillSoft Corporation
_____________
dt 1716583
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Indenture of Lease Agreement
Indenture of Lease Agreement (55K)
Doc #117603: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.23
{SEQUENCE}8
{PAGE}
Exhibit 10.23
LEASE
THIS INDENTURE OF LEASE dated as of the "25th of May, 2001, by and
between 1987 Tamposi Limited Partnership, a New Hampshire limited partnership
with a place of business at 20 Trafalgar Square, Suite 602, Nashua, New
Hampshire 03063 (hereinafter called "Lessor") and Skillsoft Corporation having
an office and place of business at 20 Industrial Park Drive, Nashua, New
Hampshire 03062 (hereinafter called "Lessee").
WITNESSETH that, in consideration of the mutual covenants and
agreements herein contained, the Lessor has demised and leased, and by these
presents does demise and lease, to the Lessee, for the rental, for the term and
upon the other conditions hereinafter set forth, that parcel of land, together
with the buildings and improvements thereon, known as 109 Northeastern
Boulevard, situated on Lot 58, Sheet 10, in Nashua, Hillsborough County, New
Hampshire, more particularly bounded and described as follows:
BEGINNING at an iron pin in the easterly sideline of Northeastern
Boulevard as shown on said Plan; thence North 54 degrees 46' 00" East, along Lot
#17 and #17C as shown on said Plan, a distance of 300.00 feet, more or less, to
an iron pipe; thence North 35 degrees 14' 00" West, along Lot #16 as shown on
said Plan a distance of 300.00 feet, more or less, to an iron pipe; thence South
54 degrees 46' 00" West, along said Lot # 16, a distance of 300.00 feet, more or
less, to a point in the easterly sideline of Northeastern Boulevard; thence
South 35 degrees 14' 00" East, along the easterly sideline of said Northeastern
Boulevard, a distance of 300.00 feet, more or less, to the place of beginning.
CONTAINING 2.1 acres, more or less, with a building containing 25,400
square feet. The Leased Premises are shown on Exhibit A outlined in red and
incorporated herein and made a part hereof.
TOGETHER with all the rights and easements thereunder belonging and
appertaining.
TO HAVE AND TO HOLD the premises hereby leased as above described
(hereinafter called the "Leased Premises") to the Lessee, its successors and
assigns, to and for the purpose for its and their proper use and benefit.
Section 1 - TERM. The Term of this Lease shall be a period of five (5)
years, beginning on June 15, 2001, and ending on June 14, 2006.
SECTION 2 - RENT. For the first, second and third years of the Lease
term, the Lessee shall pay to the Lessor as base rent the sum of One Hundred
Twenty One Thousand Nine Hundred Twenty Dollars and 00/100 ($121,920.00) per
year payable in equal monthly installments of Ten Thousand One Hundred Sixty
Dollars and 00/ 100 ($10,160.00), the first such installment to be due and
payable on June 15, 2001, and a like installment to be due on the fifteenth day
of each succeeding month for the balance of the first three (3) years of the
term hereof. For the fourth and fifth years of the Lease term, the Lessee shall
pay to the Lessor as base rent the sum on One Hundred Twenty Eight Thousand Two
Hundred Seventy Dollars and 00/100 ($128,270.00) per year payable in equal
monthly installments of Ten Thousand Six Hundred Eighty Nine Dollars and 17/100
($10,689.17), the first such installment to be due and payable on June 15, 2004,
and a like installment to be due on the fifteenth day of each succeeding month
for the balance of the term hereof.
SECTION 3 - QUIET ENJOYMENT. The Lessor shall put the Lessee in
possession of the Leased Premises at the beginning of the term hereof, and the
Lessee, upon paying the rent and observing the other covenants and conditions
herein upon to be observed, shall peaceably and quietly hold and enjoy the
Leased Premises.
SECTION 4 - REPAIRS BY LESSOR. The Lessor's responsibility for
maintenance or repair of the Leased Premises is limited to responsibility for
repair or replacement necessitated by defective design or construction of the
building of which the Leased Premises are a part. The Lessee represents that it
has examined the Leased Premises and found them to be in satisfactory condition
and the Lessee accordingly accepts the Leased Premises in "as is" condition.
1
{PAGE}
SECTION 5 - REPAIRS BY LESSEE. (a) The Lessee shall, at its cost and
expense, maintain the Leased Premises and all mechanical and non-mechanical
installations therein and the exterior (including the roof) of that portion
which houses the Leased Premises of the building of which the Leased Premises
are a part, in good condition and repair, and at the expiration of this Lease or
earlier termination hereof for any cause herein provided for shall deliver up
the Leased Premises to the Lessor in the same condition and state of repair as
at the beginning of the term hereof, reasonable wear and tear, taking by eminent
domain and damage insurable under the standard New Hampshire fire insurance
policy with extended coverage excepted.
(b) The Lessee shall make normal repairs to and perform normal
maintenance to the Leased Premises as needed, including, without limitation, the
replacement of broken glass, interior repainting, the repair of floors, the
keeping of windows and doors water tight and the maintenance in good operating
condition of all plumbing, electrical, heating, sprinkling and other utility
systems, it being understood that the Lessee may make any further repairs and
replacements which the Lessee may desire although neither party shall be under
obligation to do so.
(c) The Lessee shall be responsible for replacement of windows,
overhead doors and parking lot resurfacing, together with other repairs and
117603
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Skillsoft
As referenced in this Indenture of Lease Agreement:
SKILLSOFT CORP –
SKILLSOFT CORP
_____________
dt 1848573
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Lease
Lease (110K)
Doc #117602: Click preview link for longer preview.
LEASE
LANDLORD RIVER RIDGE LIMITED PARTNERSHIP
TENANT SKILLSOFT CORPORATION
PREMISES 100 RIVER RIDGE DRIVE, NORWOOD, MA
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENT
{S} {C}
ARTICLE 1 REFERENCE DATA
1.1 Subjects Referred To 1
ARTICLE - PREMISES AND TERM
2.1 Premises 4
2.2 Term 5
ARTICLE 3 - TENANT IMPROVEMENTS
3.1 Condition of Premises 5
ARTICLE 4 - RENT
4.1 The Fixed Rent 5
4.2 Additional Rent 6
4.2.1 Personal Property Taxes 6
4.2.2 Operating Costs 6
4.2.3 Insurance 12
4.2.4 Services Furnished by Landlord 14
4.3 Late Payment of Rent 15
ARTICLE 5 - LANDLORD'S COVENANTS
5.1 Affirmative Covenants 16
5.1.1 Heat and Air Conditioning 16
5.1.2 Electricity 16
5.1.3 Cleaning; Water 17
5.1.4 Elevator; Lighting 17
5.1.5 Repairs 17
5.2 Interruption 17
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
5.3 Outside Services 17
ARTICLE 6 - TENANT'S ADDITIONAL COVENANTS
6.1. Affirmative Covenants 18
6.1.1 Perform Obligations 18
6.1.2 Repair and Maintenance 18
6.1.3 Compliance with Law 19
6.1.4 Indemnification 20
6.1.5 Landlord's Right to Enter 20
6.1.6 Personal Property at Tenant's Risk 21
6.1.7 Yield Up 21
6.1.8 Holdover 22
6.1.9 Rules and Regulations 22
6.1.10 Estoppel Certificate 22
6.2 Negative Covenants 23
6.2.1 Assignment and Subletting 23
6.2.2 Nuisance 23
6.2.3 Hazardous Wastes and Materials 24
6.2.4 Floor Load; Heavy Equipment 24
6.2.5 Installation, Alterations or Additions 25
6.2.6 Abandonment 25
6.2.7 Signs 26
6.2.8 Parking and Storage 26
ARTICLE 7 - CASUALTY, EMINENT DOMAIN
7.1 Termination 26
7.2 Restoration 27
7.3 Award 27
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
ARTICLE 8 - DEFAULTS
8.1 Events of Default 27
8.2 Remedies 29
8.3 Remedies Cumulative 29
8.4 Landlord's Right to Cure Defaults 30
8.5 Effect of Waivers of Default 30
8.6 No Waiver, Etc. 30
8.7 No Accord and Satisfaction 30
ARTICLE 9 - RIGHTS OF HOLDERS
9.1 Rights of Mortgage Holders 31
9.2 Lease Superior or Subordinate to Mortgages 31
ARTICLE 10 - MISCELLANEOUS PROVISIONS
10.1 Notices From One Party to the Other 33
10.2 Quiet Enjoyment 33
10.3 Lease Not to be Recorded 33
10.4 Limitation of Landlord's Liability 33
10.5 Acts of God 34
10.6 Landlord's Default 35
10.6.1 Landlord's Default - Tenant's Remedy 35
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
10.7 After Hours and Holiday Heating and Air Conditioning 35
10.8 Applicable Law and Construction 35
{/TABLE}
1.2 Exhibits.
The Exhibits listed below in this section are incorporated in this
Lease by reference and are to be construed as a part of this Lease.
EXHIBIT A. Plan showing the Premises.
EXHIBIT B. Legal Holidays
EXHIBIT C. Janitorial Specifications
EXHIBIT D. Rules and Regulations.
iv
{PAGE}
LEASE
ARTICLE 1
REFERENCE DATA
1.1 SUBJECT REFERRED TO.
Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Section 1.1.
{TABLE}
{S} {C}
Date of this Lease: February , 2002
Building: The Building in the Town of Norwood constructed on a
parcel of land shown as Lot 25 on a plan dated May 5,
1993 and filed with the Norfolk Registry District of the
Land Court as Plan No. 25524K and now known as and
numbered 100 River Ridge Drive (the Building and such
parcel of land hereinafter being collectively referred
to as the "Property").
Premises: Suite 102 consisting of approximately 3,387 rentable
square feet, Suite 104 consisting of approximately 2,142
rentable square feet and Suite 111 consisting of
approximately 4,608 rentable square feet, totaling
10,137 rentable square feet. The Premises are shown on
Exhibit A annexed hereto.
Rentable Floor
Area of Premises: 10,137 square feet
Rentable Floor
Area of Building: 101,667 square feet
Landlord: River Ridge Limited Partnership
{/TABLE}
1
{PAGE}
{TABLE}
{S} {C}
Original Notice Cornerstone Corporation
Address 725 Canton Street
of Landlord: Norwood, MA 02062
ATTENTION: Paul E. Tryder
Tenant: SkillSoft Corporation
Original Notice Skillsoft Corporation
20 Industrial Park Drive
Nashua, NH 03062
ATTENTION: Sharon Gould
Address of Tenant:
Term: Three (3) Years and Ten (10) Months
Commencement
Date: February 1, 2002
Annual Fixed
Rent Rate: $204,457.50
(Office Space)
Monthly Fixed
Rent Rate: $17,038.13
(Office Space)
Base Operating
Costs: The Operating Costs for the calendar year 2001
including Taxes for Fiscal Year 2002.
Tenant's
Percentage: The ratio of the Rentable Floor Area of the Premises to
the total Rentable Floor Area of the Building, which the
parties agree is Nine and 9/10 (9.9%) percent.
{/TABLE}
2
{PAGE}
{TABLE}
{CAPTION}
Permitted Use: Professional/Business Office and lawful purposes
incidental to such use.
{S} {C} {C}
Minimum Limits of
Liability as set
forth in Section
4.2.3:
Commercial General
Liability $1,000,000 Per Occurrence, Bodily injury and
Property Damage
$1,000,000 Per Person, Personal and Advertising
Injury
$1,000,000 Aggregate, products - Completed
Operations
$5,000,000 General Aggregate with a Per Location
Aggregate Endorsement
$ 250,000 Any One Fire, Fire Damage
Automobile $1,000,000 Per Accident, Bodily Injury and Property
Liability Damage
Workers' Statutory
Compensation
{/TABLE}
3
{PAGE}
ARTICLE 2
PREMISES AND TERM
2.1 PREMISES. Landlord hereby Leases to Tenant and Tenant hereby Leases from
Landlord, subject to and with the benefit of the terms, covenants, conditions
and provisions of this Lease, the Premises, excluding exterior faces of exterior
walls, the common stairways, stairwells, elevators and elevator shafts, and
pipes, ducts, conduits, wires and appurtenant fixtures servicing exclusively or
in common other parts of the Building, and if Tenant's space includes less than
the entire rentable area of any floor, excluding the central core area of such
floor.
Tenant shall have, as appurtenant to the Premises, rights to use in
common, subject to reasonable rules of general applicability to tenants of the
Building from time to time made by Landlord of which Tenant is given notice: (a)
the common lobbies, hallways, stairways and elevators of the Building, (b) the
common pipes, ducts, conduits, wire and appurtenant fixtures serving the
Premises, (c) common walkways and driveways necessary for access to the
Building, (d) the common parking areas serving the Building, and (e) if the
Premises include less than the entire rentable area of any floor, the common
toilets and other common facilities in the central core area of such floor.
Landlord reserves the right from time to time (with reasonable prior
notice to Tenant, except in emergencies), in such manner as to reduce to a
minimum interference with Tenant's use of the Premises (so long as services to
the Premises and the Building's common areas are not diminished): (a) to
install, use, maintain, repair, replace and relocate for service to the Premises
and other parts of the Building, or either, pipes, ducts, conduits, wires and
appurtenant fixtures, however located in the Premises or Building, (b) to alter
or relocate any other common facility, (c) to make any repairs and replacements
to the Premises which Landlord may deem necessary, and (d) in connection with
any excavation made upon adjacent land of Landlord or others, to enter, and to
license others to enter, upon the Premises to do such work as the person causing
117602
|
Skillsoft
As referenced in this Lease:
SKILLSOFT CORP –
SKILLSOFT CORP
_____________
dt 1848572
;
| River Ridge Limited Partnership
|
| Preview
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| 2002 |
Registration Rights Agreement
Registration Rights Agreement (25K)
Doc #1137367: Click preview link for longer preview.
SMARTFORCE PUBLIC LIMITED COMPANY
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of June 10, 2002, among the stockholder listed on Schedule I hereto (the �Stockholder�) and SmartForce Public Limited Company, a public limited liability company organized under the laws of the Republic of Ireland (the �Company�).
RECITALS
WHEREAS, Skillsoft Corp., a Delaware corporation (�Target�), and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (the �Merger Agreement�), which provides for the merger (the . . .
1137367
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Skillsoft
As referenced in this Registration Rights Agreement:
Skillsoft Corp. – listed on Schedule I hereto (the Stockholder) and SmartForce Public Limited Company, a public limited liability company organized under the laws of the Republic of Ireland (the Company).
RECITALS
WHEREAS, Skillsoft Corp. , a Delaware corporation (Target), and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), which provides for the
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dt 1315642
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Willkie Farr
As referenced in this Registration Rights Agreement:
Willkie Farr – address or facsimile number listed on Schedule I hereto, or at such other address or facsimile number as may have been furnished the Company in writing, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019 (facsimile: (212) 728-8111), Attention: Steven J. Gartner, Esq.
(ii) Any notice so addressed shall be deemed to be given:
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dt 1501805
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WSGR
As referenced in this Registration Rights Agreement:
Wilson Sonsini – 900 Chesapeake Drive, Redwood City, California 94063 (facsimile: (650) 817-5062), or at such other address as it may have furnished in writing to the Holders, with a copy to Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94122 (facsimile: (650) 461-5375), Attention: Steven V. Bernard, Esq.
(2) if to the Holders, at the address or
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dt 1324855
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Full Doc
| 2001 |
Underwriting Agreement
Underwriting Agreement (108K)
Doc #1265763: Click preview link for longer preview.
2,800,000 SHARES
SKILLSOFT CORPORATION
COMMON STOCK, PAR VALUE $.001 PER SHARE
UNDERWRITING AGREEMENT
July __, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
THOMAS WEISEL PARTNERS LLC
BANC OF AMERICA SECURITIES LLC
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear . . .
1265763
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BofA Securities
As referenced in this Underwriting Agreement:
BANC OF AMERICA SECURITIES LLC – EXHIBIT 1.1
2,800,000 SHARES
SKILLSOFT CORPORATION
COMMON STOCK, PAR VALUE $.001 PER SHARE
UNDERWRITING AGREEMENT
July __, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
THOMAS WEISEL PARTNERS LLC
BANC OF AMERICA SECURITIES LLC
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. SkillSoft Corporation, a
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BANC OF AMERICA SECURITIES LLC – By:
-----------------------------------
Name:_________________________________
Title:________________________________
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
THOMAS WEISEL PARTNERS LLC
BANC OF AMERICA SECURITIES LLC
Acting on behalf of themselves and as the
Representatives of the several Underwriters
By CREDIT SUISSE FIRST BOSTON CORPORATION
By
----------------------------------------
Name:
Title:
1263768
<PAGE> 30
SCHEDULE A
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Banc of America Securities LLC – Moran Trust 10,000
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Total 55,000
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<PAGE> 32
SCHEDULE C
NUMBER OF
FIRM SECURITIES TO
UNDERWRITER BE PURCHASED
----------- ------------------
Credit Suisse First Boston Corporation
Thomas Weisel Partners LLC
Banc of America Securities LLC
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Total 2,800,000
=========
1263768
</TEXT>
</DOCUMENT>
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