December 23, 1999 Bain Capital, Inc. Two Copley Place Boston, Massachusetts 02116 V.D.I. MultiMedia, Inc. ----------------------- Senior Secured Credit Facilities and ------------------------------------ Senior Subordinated Facility Commitment Letter...Vdi Multimedia • January 26th, 2000 • Services-motion picture & video tape production
Exhibit D(3) EMPLOYMENT AGREEMENT --------------------Employment Agreement • January 26th, 2000 • Vdi Multimedia • Services-motion picture & video tape production • California
Exhibit (d)(3) -------------- MEMORANDUM OF UNDERSTANDING --------------------------- April 17, 2000 THIS MEMORANDUM OF UNDERSTANDING confirms the agreements among the individuals listed on the signature pages hereto (collectively, the "Executives"),...Pinnacle Entertainment Inc • May 30th, 2000 • Services-racing, including track operation • Delaware
RECITALSVoting Agreement • November 5th, 2001 • High Speed Access Corp • Services-computer programming, data processing, etc. • New York
EXHIBIT (d)(6) PLEDGE AGREEMENT This is a pledge agreement made as of the 15th day of November, 1999 between H. Christopher Whittle ("Pledgor") and Edison Schools Inc., a corporation organized under the laws of Delaware with its principal office at...Pledge Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
PROVISIONSSubscription Agreement • May 27th, 2003 • Media Source Inc • Wholesale-miscellaneous nondurable goods • Ohio
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 1999 • Physicians Specialty Corp • Services-offices & clinics of doctors of medicine • Delaware
EXHIBIT (C)(5) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of February 10, 1998, by and between Marvin Sexton (the "Executive") and Montgomery Tank Lines, Inc., an Illinois corporation (the "Company"). WHEREAS, the Executive is...Employment Agreement • March 3rd, 1998 • Apollo Investment Fund Iii Lp • Trucking (no local) • Florida
ARTICLE I STOCK OPTIONOption Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
RECITALS:Agreement and Plan of Merger • August 17th, 2001 • Ea Engineering Acquisition Corp • Services-engineering services • Delaware
DATED AS OFAgreement and Plan of Merger • July 9th, 2001 • Black Hawk Gaming & Development Co Inc • Hotels & motels • Colorado
SARATOGA BEVERAGE GROUP, INC. REGISTRATION RIGHTS AGREEMENT ----------------------- Dated as of January 5, 2000 ----------------------- TABLE OF CONTENTSRegistration Rights Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
ANDAgreement and Plan of Merger • September 20th, 2002 • Royal Precision Inc • Sporting & athletic goods, nec • Delaware
ANDRights Agreement • July 13th, 1998 • Global Motorsport Group Inc • Wholesale-motor vehicle supplies & new parts • Delaware
DATEDStockholders' Agreement • February 15th, 2002 • Jenny Craig Inc/De • Services-personal services • Delaware
DATED 14 APRIL 2003Warrant Agreement • April 28th, 2003 • Professional Staff PLC • Services-help supply services
ARTICLE 2 AGREEMENT TO MERGE, ETC 3 2.1 Agreement to Merge 3 2.2 Payment to Holders of SSLIC Common 3 2.3 Delivery of Cash for Certificates of SSLIC Common 4 2.4 The Closing 4 2.5 Dissenting Shareholders 5 2.6 Surviving Corporation 5 2.7 Covenants,...Agreement and Plan of Reorganization • September 28th, 2004 • Southern Security Life Insurance Co • Life insurance • Utah
AGREEMENTExecutive Employment Agreement • April 1st, 1999 • Vestar Sheridan Inc • Services-specialty outpatient facilities, nec • Florida
LEASELease • September 18th, 2003 • Calloways Nursery Inc • Retail-building materials, hardware, garden supply • Texas
EXHIBIT (b) LETTER AGREEMENT DATED MARCH 1, 2000 BETWEEN THERMO ELECTRON AND THERMO INSTRUMENTLetter Agreement • March 6th, 2000 • Thermo Instrument Systems Inc • Measuring & controlling devices, nec
EXHIBIT 99.8 SHP ACQUISITION, L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 12, 1999 TABLE OF CONTENTS -----------------Limited Liability Company Agreement • August 18th, 1999 • Sunstone Hotel Investors Inc • Real estate investment trusts • Delaware
CONFORMED COPY SHAREHOLDERS AGREEMENT relating to shares in OHSEA HOLDINGS LIMITED DATED 14 APRIL, 2003 OHSEA HOLDINGS LIMITEDShareholders Agreement • April 28th, 2003 • Professional Staff PLC • Services-help supply services
RECITALSSettlement Agreement • August 15th, 2001 • Mining Services International Corp/ • Miscellaneous chemical products • Utah
STOCK OPTIONEdison Schools Inc • August 22nd, 2003 • Services-educational services • New York
CREDIT AGREEMENT [Tranche A] amongCredit Agreement • June 9th, 1998 • Cable Tv Fund 12-C LTD • Radiotelephone communications • New York
Exhibit (b)(2) ------------------------------------------------------ MATERIALS PREPARED FOR THE BOARD OF DIRECTORS OF: CORT BUSINESS SERVICES CORP. MARCH 25, 1999 ------------------------------------------------------ THE FOLLOWING INFORMATION IS...Cort Business Services Corp • May 14th, 1999 • Services-equipment rental & leasing, nec
ii) any change in the time, manner or place of payment of, or in any other term of, all of the Guaranteed Obligation or any other obligations of any other person under the Transaction Agreement, or any other amendment or waiver of or any consent to...Guarantee Agreement • October 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
Exhibit (d)(7) SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement") is dated as of August 30, 2001 and entered into by and between BUY.COM, INC., a Delaware corporation (the "Borrower" or the "Grantor") and Scott A. Blum, an individual (the...Security Agreement • August 31st, 2001 • Buy Com Inc • Retail-catalog & mail-order houses • California
364-DAYCredit Agreement • April 1st, 1999 • Convergys Corp • Services-computer integrated systems design • New York
Exhibit (a)(1) GLOBAL ALLIANCE FINANCE COMPANY, L.L.C. A WHOLLY OWNED SUBSIDIARY OF Deutsche Bank North America 31 West 52nd Street New York, NY 10019 Direct Line: 212-469-8276 Direct Fax: 212-469-7571 October 17, 1997 DavCo Restaurants, Inc.,...Davco Restaurants Inc • November 19th, 1997 • Retail-eating places
1 EXHIBIT D.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement" or "Agreement") is made and entered into this 18th day of June, 2001, by and among Max W. Hillman, Jr., Richard P. Hillman, Gary Seeds, Dennis Blake, and John McDonnell...Escrow Agreement • July 11th, 2001 • Sunsource Inc • Wholesale-machinery, equipment & supplies • Delaware
ARTICLE I PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2003 • Henley Limited Partnership • Services-amusement & recreation services
1 Exhibit 99.(a)(2) AMENDMENT TO PURCHASE AGREEMENT This amendment is made and entered into as of August 14, 2000 by and between Futureco Environmental, Inc., a Delaware corporation ("Futureco") and the undersigned stockholder ("Holder") of GZA...Purchase Agreement • September 19th, 2000 • Gza Geoenvironmental Technologies Inc • Hazardous waste management
BETWEENLoan Agreement • January 25th, 2001 • Garcia Ernest C Ii • Personal credit institutions • Arizona
RECITALSContribution Agreement • September 10th, 2004 • Gristedes Foods Inc • Retail-grocery stores • Delaware
