EXHIBIT 7.2 ALLIANCE ENTERTAINMENT CORP. PURCHASE AGREEMENTPurchase Agreement • December 24th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 1996 • Bankers Trust New York Corp • State commercial banks
We, as lead manager for the several Underwriters (the "Managers"), understand that Bankers Trust New York Corporation, a New York corporation (the "Corporation"), proposes to issue and sell $150,000,000 aggregate principal amount of its 7-1/8% Subordinated Notes due March 15, 2006 (the "Securities") to the Underwriters named in Schedule I hereto (the "Underwriters"). The terms of the Securities are set forth in the Registration Statement and Basic Prospectus referred to in the provisions incorporated herein by reference, as supplemented by a Prospectus Supplement dated March 19, 1996. The Securities will be issued pursuant to an Indenture, dated as of April 1, 1992, as supplemented by the First supplemental Indenture thereto, dated as of January 15, 1993 (the "Indenture"), between the Corporation and Marine Midland Bank, as Trustee (the "Trustee").
ii) "Merger" shall have the meaning set forth in the Merger Agreement. (iii) "Merger Agreement" shall mean that certain Agreement and Plan of Merger, dated as of November 30, 1998, by and among Parent, Circle Acquisition Corporation and the...Rights Agreement • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
Exhibit 1.2 BANKERS TRUST NEW YORK CORPORATION Series Preferred Stock, Common Stock and Depositary Shares _____________________________ Underwriting Agreement Standard Provisions (September 1997)Bankers Trust New York Corp • September 25th, 1997 • State commercial banks
TABLE OF CONTENTSRights Agreement • November 26th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 6, 1997, between Alex. Brown Incorporated, a...Stock Option Agreement • July 10th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
BANKERS TRUST NEW YORK CORPORATION Debt Securities --------------- Underwriting Agreement Standard Provisions (December 1995) From time to time, BANKERS TRUST NEW YORK CORPORATION, a New York corporation (the "Corporation"), may enter into one or more...Bankers Trust New York Corp • December 22nd, 1995 • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and among DEUTSCHE BANK AG, CIRCLE ACQUISITION CORPORATIONAgreement and Plan of Merger • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
EXHIBIT 1.2 BANKERS TRUST NEW YORK CORPORATION Series Preferred Stock and Common Stock --------------------------------------- Underwriting Agreement Standard Provisions (December 1995) From time to time, BANKERS TRUST NEW YORK CORPORATION, a New York...Bankers Trust New York Corp • December 22nd, 1995 • State commercial banks • New York
as amended by First Supplemental Indenture, dated as of September 1, 1993Bankers Trust New York Corp • October 3rd, 1997 • State commercial banks • New York
VOTING AGREEMENT ----------------Voting Agreement • December 24th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
WARRANT to Purchase Common Stock of SAFETY 1ST, INC.Bankers Trust New York Corp • August 7th, 1997 • State commercial banks • New York
EXHIBIT 1.1 U.S. $2,000,000,000 BANKERS TRUST NEW YORK CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES A SUBORDINATED MEDIUM-TERM NOTES, SERIES A DISTRIBUTION AGREEMENTPurchase Agreement • October 3rd, 1997 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 99.1 STOCK OPTION AGREEMENT ---------------------- THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 6,...Stock Option Agreement • July 10th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
Exhibit 10(iii)(A)(11)(a) EMPLOYMENT AGREEMENT AGREEMENT by and between Bankers Trust Corporation, a New York corporation and Frank N. Newman (the "Executive"), dated as of the 30th day of November, 1998. 1. Employment Period. Subject to the...Employment Agreement • March 23rd, 1999 • Bankers Trust Corp • State commercial banks • New York
TABLE OF CONTENTS ----------------- Page ---- PARTIES.................................................... 1 RECITALS................................................... 1 ARTICLE I Definitions Certificate...................................................Deposit Agreement • September 25th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
AGREEMENTAgreement • March 5th, 1998 • Bankers Trust New York Corp • State commercial banks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks
Exhibit 10(iii)A(11)(d) Dear Mr. Shattuck: In connection with the proposed merger between Bankers Trust and Deutsche Bank (the "Merger") and subject to the consummation of the Merger, Bankers Trust is happy to provide you with the following retention...Privileged and Confidential • March 23rd, 1999 • Bankers Trust Corp • State commercial banks
AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR STOCKHOLDERS' AGREEMENT AMENDMENT, dated as of September 29, 1997 (this "Amendment"), to the Second Amended and Restated Investor Stockholders' Agreement, dated as of December 23, 1993 (as such...Investor Stockholders' Agreement • October 1st, 1997 • Bankers Trust New York Corp • State commercial banks • New York
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated November 30, 1998, between Bankers Trust Corporation, a New York...Stock Option Agreement • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
as amended by First Supplemental Indenture, dated as of January 15, 1993Bankers Trust New York Corp • October 3rd, 1997 • State commercial banks • New York
TO ......................................................... Trustee INDENTUREBankers Trust New York Corp • December 22nd, 1995 • State commercial banks • New York
BETWEENPreferred Stock Repurchase Agreement • October 1st, 1997 • Bankers Trust New York Corp • State commercial banks • New York
WARRANTBankers Trust New York Corp • August 7th, 1997 • State commercial banks • New York
1 EXHIBIT 7.01Bankers Trust Corp • April 19th, 1999 • State commercial banks
ARTICLE IExhibit 3 • August 7th, 1997 • Bankers Trust New York Corp • State commercial banks • Massachusetts
Exhibit D toBankers Trust New York Corp • December 24th, 1996 • State commercial banks
EXHIBIT 10 iii(a)(2) SETTLEMENT AND NON-DISCLOSURE AGREEMENT RICHARD H. DANIEL, on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively referred to as "Daniel"), and BANKERS...Bankers Trust Corp • August 16th, 1999 • State commercial banks • New York
Notwithstanding the distribution to each of the undersigned of the Convertible Preferred Stock and that the Partnership will no longer hold its Convertible Preferred Stock, the General Partner retains its decision-making rights set forth in Section...Bankers Trust New York Corp • January 24th, 1997 • State commercial banks
Reference is hereby made to the Consent Agreement executed as of June 7, 1996 but dated and effective as of April 10, 1996 by and among Better Communictions, Inc., Barry Baker, Larry D. Marcus, Marcus Investments, L.P., Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA, BancBoston Capital, Inc. BancBoston Investments Inc. and Pyramid Ventures, Inc. (the "Consent Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Consent Agreement.
EXHIBIT 10(iii)(A)(1) Bankers Trust New York Corporation 130 Liberty Street, New York, New York 10006 CORPORATE HUMAN RESOURCES SETTLEMENT AND NON- DISCLOSURE AGREEMENT B.J. KINGDON, on his own behalf and on behalf of his heirs, executors,...Bankers Trust New York Corp • May 15th, 1997 • State commercial banks
EXHIBIT 10(iii)(A)(3) On September 1, 1997, Alex. Brown Incorporated was acquired by Bankers Trust New York Corporation (the "Corporation") and the Corporation assumed the obligations under the following Agreement. SPLIT-DOLLAR INSURANCE AGREEMENT...Dollar Insurance Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks • Maryland
March 11, 1999 Deutsche Bank AG Taunusanlage 12 60325 Frankfurt am Main Germany Dear Sirs: We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as...Bankers Trust Corp • March 12th, 1999 • State commercial banks
We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as of November 30, 1998 (the "Merger Agreement").
1 EXHIBIT 10(iii)(A)(2) SETTLEMENT AND NON-DISCLOSURE AGREEMENT EUGENE B. SHANKS, JR., on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively referred to as "Shanks"), and...Bankers Trust New York Corp • March 7th, 1996 • State commercial banks • New York
