OFAgreement • April 15th, 1999 • Goldman Sachs Group Lp • Delaware
EXHIBIT 7Subscription Agreement • December 24th, 1997 • Goldman Sachs Group Lp • Delaware
AS INDICATED ON THE SIGNATURE PAGE TO THIS SUBSCRIPTION AGREEMENT, THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY AN INVESTOR SHALL ALSO SERVE AS A COUNTERPART SIGNATURE TO THE REGISTRATION RIGHTS AGREEMENT CONTAINED IN APPENDIX C TO THE PRIVATE PLACEMENT MEMORANDUM OF WHICH THIS SUBSCRIPTION AGREEMENT IS A PART.
Exhibit 8 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 10, 1997, by and between Insilco Corporation, a Delaware corporation (the "Company"), and Water Street Corporate Recovery Fund I, L.P., a Delaware limited...Stock Purchase Agreement • July 16th, 1997 • Goldman Sachs Group Lp • New York
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 1998 • Goldman Sachs Group Lp • New York
Exhibit 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated as of January 24, 1997, is by and among Grubb & Ellis Company, a Delaware corporation (the "Company"), and Archon Group, L.P., a Delaware limited...Registration Rights Agreement • February 18th, 1997 • Goldman Sachs Group Lp • New York
Exhibit 15 ---------- JOINT FILING AGREEMENT Each of the Reporting Persons hereby agrees to make this joint filing pursuant to Rule 13d-1(k) of the Exchange Act of 1934. Dated: April 14, 1999Joint Filing Agreement • April 15th, 1999 • Goldman Sachs Group Lp
EXHIBIT 1 SHAREHOLDERS' AGREEMENT MEMORANDUM OF AGREEMENT made as of the 31st day of July, 1995. A M O N G: BRE/CF EQUITY ACQUISITION L.P., BLACKSTONE REAL ESTATE PARTNERS II L.P., BLACKSTONE REAL ESTATE PARTNERS IV L.P., and BLACKSTONE RE CAPITAL...Shareholders' Agreement • March 17th, 1999 • Goldman Sachs Group Lp • Ontario
Exhibit 11 ---------- ESCROW AGREEMENT This Escrow Agreement is made and entered into as of April 13, 1999, by and among BRI OP Limited Partnership, a Delaware limited partnership (the "Partnership"), Berkshire Realty Company, Inc., a Delaware...Escrow Agreement • April 15th, 1999 • Goldman Sachs Group Lp • Massachusetts
CONFORMED COPY WESTERN WIRELESS CORPORATION CLASS A COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT (U.S. VERSION)Goldman Sachs Group Lp • May 11th, 1998 • New York
EXHIBIT 9Registration Rights Agreement • December 24th, 1997 • Goldman Sachs Group Lp • New York
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December __, 1997, by and among Biofield Corp., a Delaware corporation, with headquarters located at 1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076 (the "COMPANY"), and each of the investors set forth on the signature pages hereto (the "INITIAL INVESTORS").
April 13, 1999 Reference is hereby made to (i) that certain Agreement of Limited Partnership of Berkshire Realty Holdings, L.P. dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the "Partnership Agreement")...Goldman Sachs Group Lp • April 15th, 1999
Reference is hereby made to (i) that certain Agreement of Limited Partnership of Berkshire Realty Holdings, L.P. dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the "Partnership Agreement") and (ii) that certain commitment letter dated as of the date hereof (the "Bridge Loan Commitment Letter") issued by Whitehall Street Real Estate Limited Partnership XI and Blackstone Real Estate Acquisitions III L.L.C. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
ARTICLE I DEFINITIONSRegistration Rights Agreement • August 20th, 1998 • Goldman Sachs Group Lp • Delaware
RECOVERY ENGINEERING, INC. 1993 DIRECTOR STOCK OPTION PLAN DIRECTOR'S NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------------------Nonqualified Stock Option Agreement • April 9th, 1997 • Goldman Sachs Group Lp
RECITALSStockholders' Agreement • January 5th, 1998 • Goldman Sachs Group Lp • New York
COMMON STOCK (PAR VALUE $0.01 PER SHARE)Goldman Sachs Group Lp • September 29th, 1997 • New York
COMMON STOCK (PAR VALUE OF $0.01 PER SHARE)Underwriting Agreement • September 29th, 1997 • Goldman Sachs Group Lp • New York
AMENDED AND RESTATED WARRANT (Goldman Sachs)Goldman Sachs Group Lp • December 4th, 1998 • New York
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $.01 par value of FTP Software, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Exhibit 9 [Letterhead of Goldman, Sachs & Co.] PERSONAL AND CONFIDENTIAL July 10, 1997 Robert L. Smialek Chairman, President and CEO Insilco Corporation 425 Metro Place North 5th Floor Dublin, Ohio 43017 Dear Bob: We refer to the engagement letter...Goldman Sachs Group Lp • July 23rd, 1997
We refer to the engagement letter dated November 27, 1996 between Insilco Corporation (the "Company") and Goldman, Sachs & Co. ("Goldman Sachs") regarding the possible sale of all or a portion of the Company (the "Engagement Letter"). This letter is intended to amend and confirm certain mutual understandings with respect to our acting as your exclusive financial advisor in connection with the matters contemplated by this letter and to provide for certain additional agreements related there- to.
Exhibit 3 AMENDMENT NO. 1 (this "Amendment"), dated as of March 31, 1997, to the Securities Purchase Agreement, dated as of July 19, 1996 (the "Agreement"), between RECOVERY ENGINEERING, INC., a Minnesota corporation (the "Company"), and GS CAPITAL...Securities Purchase Agreement • April 9th, 1997 • Goldman Sachs Group Lp • New York
CADILLAC FAIRVIEW CORPORATION 20 QUEEN STREET WEST TORONTO, ONTARIO M5H 3R4Goldman Sachs Group Lp • March 17th, 1999
Agreement ---------- This Agreement is entered into as of June 9, 1997 by Stone Street 1994 Fund, L.P., a Delaware limited partnership ("Stone L.P."), and the Polo Ralph Lauren Corporation ("PRLC"). Capitalized terms used but not defined herein shall...Agreement • July 10th, 1997 • Goldman Sachs Group Lp • New York
Exhibit 14 ---------- VOTING AGREEMENT This Agreement is made as of April 13, 1999 by and among Douglas S. Krupp ("Krupp"), Berkshire Realty Company, Inc., a Delaware corporation (the "Company") and BRI OP Limited Partnership, a Delaware limited...Voting Agreement • April 15th, 1999 • Goldman Sachs Group Lp • Delaware
AGREEMENT OF MERGER OF GS CAPITAL PARTNERS PRL HOLDING I, INC. (a Delaware corporation) WITH AND INTO POLO RALPH LAUREN CORPORATION (a Delaware corporation) AGREEMENT OF MERGER entered into as of June 9, 1997 by GS Capital Partners PRL Holding I,...Agreement of Merger • July 10th, 1997 • Goldman Sachs Group Lp • Delaware
EXHIBIT 2 AGREEMENT RELATING TO NEUROMEDICAL SYSTEMS, INC. OPTIONS ---------------------------------- AGREEMENT, dated as of , by and between (the "Grantee") and The Goldman Sachs Group, L.P. ("Goldman Sachs"). WHEREAS, the Grantee is serving as a...Agreement • January 28th, 1997 • Goldman Sachs Group Lp • New York
TRANSFER AGREEMENTTransfer Agreement • October 8th, 1999 • Goldman Sachs Group Lp
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $.01 par value of Cabletron Systems, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
EXHIBIT 11 VOTING AGREEMENT In consideration of Silkworm Acquisition Corporation, a Delaware corporation ("HOLDCO"), Insilco Corporation, a Delaware corporation (the "COMPANY"), and INR Holding Co., a Delaware corporation and existing wholly owned...Voting Agreement • March 24th, 1998 • Goldman Sachs Group Lp
AMENDMENT NO. 2 TOSecurities Exchange Agreement • April 13th, 1999 • Goldman Sachs Group Lp • New York
April 24, 1997 Recovery Engineering, Inc. 2229 Edgewood Avenue South Minneapolis, Minnesota 55426 Attention: Brian F. Sullivan Dear Mr. Sullivan: Reference is made to Amendment No. 1 (the "Amendment"), dated as of March 31, 1997, to the Securities...Securities Purchase Agreement • April 29th, 1997 • Goldman Sachs Group Lp
9 7/8% SENIOR SUBORDINATED NOTES DUE DECEMBER 2007Goldman Sachs Group Lp • January 5th, 1998 • New York
CONFORMED COPY WESTERN WIRELESS CORPORATION CLASS A COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -----------------------Underwriting Agreement • May 11th, 1998 • Goldman Sachs Group Lp • New York
consist of a bridge loan to be provided by Goldman Sachs Mortgage Company (an affiliate of Whitehall) pursuant to the attached commitment letter. With respect to the equity financing, affiliates of Douglas Krupp, Whitehall and Blackstone (together...Goldman Sachs Group Lp • March 4th, 1999
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $1.00 par value of ChemFirst, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 10th, 1998 • Goldman Sachs Group Lp
