EXHIBIT 2 IntercontinentalExchange, Inc. Common Stock Underwriting Agreement November 15, 2005 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I hereto (the "Representatives"),...Goldman Sachs Group Inc/ • December 1st, 2005 • Security brokers, dealers & flotation companies • New York
DATED November 29, 1998 ---------------------------------------------- TURBO TOP LIMITED as Landlord and GOLDMAN SACHS (ASIA) FINANCE as Tenant AGREEMENT FOR LEASE relating toGoldman Sachs Group Inc • March 16th, 1999 • Security brokers, dealers & flotation companies • Hong Kong
EXHIBIT 99.7Registration Rights Agreement • December 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
amongParticipation Agreement • July 5th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
1 Exhibit 10.5 DATED 2nd April 1998 (1) JC No. 3 (UK) LIMITED and FLEET STREET SQUARE MANAGEMENT LIMITED trading as FLEET STREET PARTNERSHIP (2) GOLDMAN SACHS INTERNATIONAL (3) RESTAMOVE LIMITED (4) THE GOLDMAN SACHS GROUP, L.P. (5) ITOCHU CORPORATION...Agreement • March 16th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • England
AMENDMENT NO. 1 TO PLEDGE AGREEMENTPledge Agreement • July 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • January 30th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
EXHIBIT 2 STRATEGIC HOTEL CAPITAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 9th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
1 Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of September 10, 2000Agreement and Plan of Merger • November 15th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
by and amongStockholders' Agreement • December 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
7.35% NOTES DUE 2009Terms Agreement • October 4th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
ARTICLE IWarrant Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • August 2nd, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1 - JOINT FILING AGREEMENT Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $0.01 per share, of Nalco Holding Company,...Joint Filing Agreement • November 24th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $0.01 per share, of Nalco Holding Company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
GS LEASE LEASELease • March 16th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
LETTER AGREEMENTLetter Agreement • December 13th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
AMENDMENT NO. 1 TO RIGHTS AGREEMENT ---------------- Amendment No. 1 (this "Amendment"), dated as of January 13, 2000, to the Rights Agreement, dated as of February 18, 1997 (the "Rights Agreement"), between ProMedCo Management Company, a Delaware...Rights Agreement • January 24th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
ARTICLE I DEFINITIONSShareholders Agreement • April 11th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Maryland
January 24, 2006 Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC as Representatives of the Underwriters named on Schedule I hereto c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Strategic...Underwriting Agreement • January 26th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
BY AND AMONGStock Purchase Agreement • January 12th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 99.1 WARRANT AGREEMENT Dated as of November 7, 2006 by and between INPHONIC, INC., GOLDMAN, SACHS & CO., CITICORP NORTH AMERICA, INC.Warrant Agreement • November 9th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
GUARANTEE AGREEMENTGuarantee Agreement • January 30th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
2 3 became effective but excluding all Forms T-1, each as amended at the time such part of the Initial Registration Statements became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are...Goldman Sachs Group Inc • July 18th, 2000 • Security brokers, dealers & flotation companies • New York
Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT dated as of January 31, 2002Registration Rights Agreement • February 8th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 5, 1999, pursuant to Section 263 of the General Corporation Law of the State of Delaware and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act,...Agreement and Plan of Merger • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
RECITALS:Registration Rights Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
UNDERWRITING AGREEMENTGoldman Sachs Group Inc/ • January 30th, 2004 • Security brokers, dealers & flotation companies
ARTICLE I DEFINITIONSPledge Agreement • December 28th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
BETWEENLoan Agreement • February 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
ARTICLE 1 DEFINITIONSExchange Agreement • January 4th, 2001 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
Exhibit 99.2 CARMIKE CINEMAS, INC. STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (this "AGREEMENT") is made and entered into as of January 31, 2002, (the "EFFECTIVE DATE") by and among Carmike Cinemas, Inc., a Delaware corporation (the...Stockholders' Agreement • February 8th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
Common StockUnderwriting Agreement • July 14th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 2B STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this "Stockholder Agreement") is made and entered into as of the 29th day of December, 2000, by and among CORAM, INC., a Delaware corporation (the "Company"), CERBERUS PARTNERS, L.P., a New...Stockholder Agreement • January 4th, 2001 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
EXHIBIT 99.4 ORION POWER HOLDINGS, INC. COMMON STOCK, $.01 PAR VALUE -------------- Underwriting Agreement ----------------------Underwriting Agreement • December 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
