Bingham McCutchen Sample Contracts

Bmw Fs Securities Llc – [Letterhead of Bingham McCutchen LLP] (October 15th, 2014)
Bmw Fs Securities Llc – [Letterhead of Bingham McCutchen LLP] (November 6th, 2013)
Hf2 Financial Management Inc. – ESCROW AGREEMENT (March 18th, 2013)

This Escrow Agreement, dated as of February 26, 2013 (this “Agreement”), is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), each of the parties set forth on the signature page hereto under the heading “Initial Stockholders” (collectively, the “Initial Stockholders” and each an “Initial Stockholder”) and Bingham McCutchen LLP, a Massachusetts limited liability partnership (the “Escrow Agent”).

Hf2 Financial Management Inc. – ESCROW AGREEMENT (February 26th, 2013)

This Escrow Agreement, dated as of             ,      (this “Agreement”), is by and among HF2 Financial Management Inc., a Delaware corporation (the “Company”), each of the parties set forth on the signature page hereto under the heading “Initial Stockholders” (collectively, the “Initial Stockholders” and each an “Initial Stockholder”) and Bingham McCutchen LLP, a Massachusetts limited liability partnership (the “Escrow Agent”).

Radius Health, Inc. – Bingham McCutchen LLP One Federal Street Boston, MA 02110 October 6, 2011 (October 28th, 2011)
Radius Health, Inc. – Bingham McCutchen LLP One Federal Street Boston, MA 02110 October 6, 2011 (October 6th, 2011)
FelCor Lodging Trust Inc – FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (May 4th, 2011)

THIS FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of March __, 2011 (the “Effective Date”), by FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (“Fee Owner”), [_______________], a Delaware limited liability company (“Owner”), and [_______________], a Delaware limited liability company (“Operator”) (Fee Owner, Owner, and Operator are collectively and together with their permitted successors and assigns,

Mission West Properties Inc – DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING By MISSION WEST PROPERTIES, L.P. as Grantor to First American Title Insurance Company as Trustee for the benefit of HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY collectively, as Beneficiary THIS SECURITY INSTRUMENT IS ALSO A FIXTURE FILING UNDER SECTION 9502(b) OF THE CALIFORNIA COMMERCIAL CODE (November 9th, 2010)

This Deed of Trust, Security Agreement and Fixture Filing (this “Deed of Trust”) is executed as of August 4, 2010 by MISSION WEST PROPERTIES, L.P., a Delaware limited partnership (“Grantor”), whose address for notice hereunder is c/o Mission West Properties, Inc., 10050 Bandley Drive, Cupertino, California 95014, to FIRST AMERICAN TITLE INSURANCE COMPANY, Trustee (“Trustee”), whose address for notice hereunder is 1737 North First Street, Suite 500, San Jose, California 95112, for the benefit of HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, each a Connecticut corporation (collectively, “Beneficiary”), whose address for notice hereunder is c/o Hartford Investment Management Company, 55 Farmington Avenue, Hartford, Connecticut 06105.

Mission West Properties Inc – DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING By MISSION WEST PROPERTIES, L.P. I as Grantor to First American Title Insurance Company as Trustee for the benefit of HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY collectively, as Beneficiary THIS SECURITY INSTRUMENT IS ALSO A FIXTURE FILING UNDER SECTION 9502(b) OF THE CALIFORNIA COMMERCIAL CODE (November 9th, 2010)

This Deed of Trust, Security Agreement and Fixture Filing (this “Deed of Trust”) is executed as of August 4, 2010 by MISSION WEST PROPERTIES, L.P. I, a Delaware limited partnership (“Grantor”), whose address for notice hereunder is c/o Mission West Properties, Inc., 10050 Bandley Drive, Cupertino, California 95014, to FIRST AMERICAN TITLE INSURANCE COMPANY, Trustee (“Trustee”), whose address for notice hereunder is 1737 North First Street, Suite 500, San Jose, California 95112, for the benefit of HARTFORD LIFE INSURANCE COMPANY and HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, each a Connecticut corporation (collectively, “Beneficiary”), whose address for notice hereunder is c/o Hartford Investment Management Company, 55 Farmington Avenue, Hartford, Connecticut 06105.

GTJ REIT, Inc. – ASSIGNMENT OF LEASES AND RENTS (July 2nd, 2010)

This Assignment of Leases and Rents (this “Assignment”) is executed as of July 1, 2010 by 165-25 147TH AVENUE, LLC and 85-01 24TH AVENUE, LLC, each a New York limited liability company, whose address for notice hereunder is c/o GTJ REIT, Inc. 444 Merrick Road, Lynbrook, New York 11563 (collectively, “Borrower”), to HARTFORD LIFE INSURANCE COMPANY, HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, each a Connecticut corporation, having an address c/o Hartford Investment Management Company, 55 Farmington Avenue, Hartford, Connecticut 06105 (“Lender”).

Refco Group Ltd., LLC – UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - x In re: : Chapter 11 : Refco Inc., et al : Case Nos. 05-60006 - 05-60029, : 06-11260 - 06-11262, : and 06-12436 (RDD) Debtors. : (Jointly Administered) - - - - - - - - - - - - - - - - - - - - x MONTHLY STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS FOR THE PERIOD FROM NOVEMBER 1, 2006 TO NOVEMBER 30, 2006 DEBTORS' ADDRESS: One World Financial Center, 200 Liberty Street, New York, NY 10281-1094 MONTHLY CASH RECEIPTS RECEIVED BY REFCO INC., ET AL (IN THOUSANDS): $407,890 MONTHLY CASH DISBURSEMENTS (December 14th, 2006)

Schedule I Refco Inc., et al CASE NO. 05-60006 (Jointly Administered) SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS BY DEBTORS (in thousands) For the Period from NOVEMBER 1, 2006 TO NOVEMBER 30, 2006 Beginning Cash Cash Ending Case # Legal Entity Cash Balance Receipts Disbursements Cash Balance ------ ------------ ------------ -------- ------------- ------------ 05-60009 Bersec International LLC $ - $ - $ - $ - 05-60019 Kroeck & Associates LLC 339 1 - 340 06-11262 Lind

Access Pharmaceuticals Inc – Bingham McCutchen LLP 150 Federal Street Boston, MA 02110-1726 July 11, 2006 Access Pharmaceuticals, Inc. 2600 Stemmons Freeway, Suite 176 Dallas, TX 75207 (July 13th, 2006)

We have acted as counsel to Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1(the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

Ml Media Partners Lp – SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE ----------------------------------------------- This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this "SETTLEMENT AGREEMENT") dated as of May 11, 2006, has been entered into by and among ML Media Partners, L.P. ("ML MEDIA"), the post-confirmation bankruptcy estate of Century/ML Cable Venture (the "ESTATE"), Adelphia Communications Corp. ("ADELPHIA") and Century Communications Corp. ("CENTURY" and, together with Adelphia, the "ADELPHIA PARTIES"). ML Media, the Adelphia Parties and the Estate are referred to herein, collectively as the "PARTIE (May 12th, 2006)
Tecumseh Products Co – =============================================================================== = TECUMSEH PRODUCTS COMPANY ----------------------------- AMENDMENT AND WAIVER NO. 1 TO NOTE PURCHASE AGREEMENT ----------------------------- DATED AS OF JUNE 30, 2005 $300,000,000 4.66% SENIOR GUARANTEED NOTES DUE MARCH 5, 2011 ========= ======================================================================= TECUMSEH PRODUCTS COMPANY $300,000,000 4.66% SENIOR GUARANTEED NOTES DUE MARCH 5, 2011 AMENDMENT AND WAIVER NO. 1 TO NOTE PURCHASE AGREEMENT As of June 30, 2005 TO EACH OF THE CURRENT NOTEHOLDERS NAMED IN ANNEX (July 12th, 2005)

OUTSTANDING PRINCIPAL AMOUNT NAME OF CURRENT NOTEHOLDER OF NOTES HELD AT JUNE 30, 2005 -------------------------------------------------------------- ------------------------------ New York Life Insurance Company $ 23,333,333.33 New York Life Insurance and Annuity Corporation $ 13,750,000.00 New York Life Insurance and Annuity Corporation $ 416,666.67 Institutionally Owned Life Insurance Separate Account State Farm Life Insurance Company $ 31,666,667.00 State Farm Life and Accident Assurance Company $ 1,666,667.00 Hare & Co. $ 12,500,000.00 (as nominee for General Electric Capital Assurance Company) Har

Davita Inc – DaVita [logo] Contact: LeAnne Zumwalt Investor Relations DaVita Inc. 310-536-2420 DAVITA TO ACQUIRE GAMBRO HEALTHCARE, A RENAL DIALYSIS SERVICES COMPANY ---------------------------------------------------------------------- EL SEGUNDO, Calif., Dec 7, 2004 /PRNewswire-FirstCall via COMTEX/ -- DaVita Inc. (NYSE: DVA), announced that it has entered into a definitive agreement to acquire Gambro Healthcare, for a total consideration of approximately $3.05 billion in cash. DaVita plans to finance the acquisition through a new credit facility and the issuance of notes. JPMorgan Chase Bank has committ (December 8th, 2004)
Trico Marine Services Inc – TRICO MARINE SERVICES, INC. ANNOUNCES COMMENCEMENT OF SOLICITATION OF ACCEPTANCES OF PRE-PACKAGED PLAN OF REORGANIZATION Operations to Continue as Normal; Vendors to be Paid in Full HOUSTON, Nov. 12, 2004 - Trico Marine Services, Inc. ("TMAR" or the "Company") (NASDAQ: TMAR) announced today that it has commenced the formal process of soliciting approvals for a consensual financial restructuring of the Company from holders of the Company's $250 million 8 7/8% senior notes due 2012 (the "Senior Notes"). If the Company receives the expected approvals from sufficient holders of the Senior Notes, i (November 12th, 2004)
Footstar Inc – HEARING DATE AND TIME: May 6, 2004 at 10:30 a.m. OBJECTION DEADLINE: May 3, 2004 at 5:00 p.m. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Martin J. Bienenstock, Esq. (MB 3001) Paul M. Basta, Esq. (PB 4434) Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------x In re : : Chapter 11 Case No. FOOTSTAR, INC., et al., : 04-22350 (ASH) : : (Jointly Administered) Debtors. : ------------------------------------------ (September 3rd, 2004)
Wave Systems Corp – WIRE INSTRUCTIONS: SEE ATTACHED To: ___________________________________ 25 SCHEDULE 3.1(g) TO THE SECURITIES PURCHASE AGREEMENT FOR WAVE SYSTEMS CORP. OPTIONS AND WARRANTS OUTSTANDING: Options granted pursuant to Employee and Non- employee Director Stock Option plans 10,496,243 Warrants Outstanding 1,343,058 (August 3rd, 2004)
Adventrx Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated as of April 5, 2004 (the "Agreement Date"), is among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "Company"), each of the persons and entities listed on Schedule 1 hereto (each, an "Investor"). BACKGROUND A. The Company and the Investors (other than Burnham Hill Partners) have entered into a Common Stock and Warrant Purchase Agreement (the "Purchase Agreement") as of the Agreement Date pursuant to which the Company desires to sell to the Investors and the Investors desire to purchase from (June 30th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: To the address set forth in Schedule 1 hereto.

Adventrx Pharmaceuticals Inc – COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated as of April 5, 2004 (the "AGREEMENT DATE"), is among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and each of the persons and entities listed on Schedule 1 hereto (each, an "INVESTOR"). 1. SUBSCRIPTION. (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and each Investor will purchase the number of shares of Common Stock, par value $0.001 per sha (June 30th, 2004)

with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: To the address set forth in Schedule 1 hereto.

Xenova Group Plc – SECURITIES PURCHASE AGREEMENT (June 29th, 2004)

This SECURITIES PURCHASE AGREEMENT (“Agreement”) is dated as of the 25th day of November, 2003 by and among Xenova Group plc (the “Company”), the several purchasers named in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”) and Bingham McCutchen LLP as Escrow Agent (the “Escrow Agent”).

California Water Service Group – Our File No. 2003513-2035130163 June 24, 2004 Via Facsimile California Water Service Group 1720 North First Street San Jose, CA 95112 Public Offering of Common Stock by California Water Service Group Ladies and Gentlemen: We have acted as counsel for California Water Service Group, a Delaware corporation (the "Company"), in connection with the issuance and sale of 1,250,000 shares of common stock of the Company (the "Shares") in a public offering pursuant to a shelf Registration Statement on Form S-3 (Registration No. 333-103721) (the "Registration Statement") filed with the Securities and Exc (June 24th, 2004)
Adventrx Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT"), dated April 8, 2004 (the "AGREEMENT DATE"), is between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY") and CD Investment Partners, Ltd. ("CD"). BACKGROUND A. The Company and CD have entered into a Common Stock and Warrant Purchase Agreement (the "PURCHASE AGREEMENT") as of the Agreement Date pursuant to which the Company desires to sell to CD and CD desires to purchase from the Company shares of Common Stock, par value $0.001 per share ("COMMON STOCK"), of the Company (the "SHARES"). B. (April 13th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: CD Investment Partners, Ltd.

Adventrx Pharmaceuticals Inc – COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated April 8, 2004 (the "AGREEMENT DATE"), is between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and CD Investment Partners, Ltd. (the "INVESTOR"). 1. SUBSCRIPTION. (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and the Investor will purchase two hundred fifty thousand (250,000) shares of Common Stock, par value $0.001 per share, of the Company (April 13th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: CD Investment Partners, Ltd. c/o CD Capital Management LLC

Adventrx Pharmaceuticals Inc – COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated as of April 5, 2004 (the "AGREEMENT DATE"), is among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and each of the persons and entities listed on Schedule 1 hereto (each, an "INVESTOR"). 1. SUBSCRIPTION. (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and each Investor will purchase the number of shares of Common Stock, par value $0.001 per sha (April 13th, 2004)

with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: To the address set forth in Schedule 1 hereto.

Adventrx Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT"), dated as of April 5, 2004 (the "AGREEMENT DATE"), is among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), each of the persons and entities listed on Schedule 1 hereto (each, an "INVESTOR"). BACKGROUND A. The Company and the Investors (other than Burnham Hill Partners) have entered into a Common Stock and Warrant Purchase Agreement (the "PURCHASE AGREEMENT") as of the Agreement Date pursuant to which the Company desires to sell to the Investors and the Investors desire to purchase from (April 13th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: To the address set forth in Schedule 1 hereto.

Adventrx Pharmaceuticals Inc – COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated April 8, 2004 (the "AGREEMENT DATE"), is between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and CD Investment Partners, Ltd. (the "INVESTOR"). 1. SUBSCRIPTION. (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and the Investor will purchase two hundred fifty thousand (250,000) shares of Common Stock, par value $0.001 per share, of the Company (April 12th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: CD Investment Partners, Ltd. c/o CD Capital Management LLC

Adventrx Pharmaceuticals Inc – COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated as of April 5, 2004 (the "AGREEMENT DATE"), is among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), and each of the persons and entities listed on Schedule 1 hereto (each, an "INVESTOR"). 1. SUBSCRIPTION. (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and each Investor will purchase the number of shares of Common Stock, par value $0.001 per sha (April 12th, 2004)

with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: To the address set forth in Schedule 1 hereto.

Adventrx Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT"), dated April 8, 2004 (the "AGREEMENT DATE"), is between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY") and CD Investment Partners, Ltd. ("CD"). BACKGROUND A. The Company and CD have entered into a Common Stock and Warrant Purchase Agreement (the "PURCHASE AGREEMENT") as of the Agreement Date pursuant to which the Company desires to sell to CD and CD desires to purchase from the Company shares of Common Stock, par value $0.001 per share ("COMMON STOCK"), of the Company (the "SHARES"). B. (April 12th, 2004)

if to the Company: ADVENTRX Pharmaceuticals, Inc. 9948 Hibert Street, Suite 100 San Diego, CA 92131 Attention: Nicholas J. Virca Facsimile: (858) 271-9678 with a copy to (not to constitute notice): Bingham McCutchen LLP 3 Embarcadero Center San Francisco, CA 94111-4067 Attention: Henry D. Evans, Jr. Facsimile: (415) 393-2286 if to the Investor: CD Investment Partners, Ltd.

Berkshire Income Realty Inc – AGREEMENT OF PURCHASE AND SALE [The St. Marin Apartments, Coppell, Texas] This Agreement of Purchase and Sale ("Agreement") is made and entered into by and between Purchaser and Seller. RECITALS A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms are used before or after the definitions are set forth. B. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual terms, provi (November 14th, 2003)
Berkshire Income Realty Inc – AGREEMENT OF PURCHASE AND SALE [The Karrington Apartments, Coppell, Texas] This Agreement of Purchase and Sale ("Agreement") is made and entered into by and between Purchaser and Seller. RECITALS A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms are used before or after the definitions are set forth. B. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual terms, prov (November 14th, 2003)
Ryans Family Steakhouses Inc – RYAN'S FAMILY STEAK HOUSES, INC. AMENDMENT AGREEMENT As of July 25, 2003 TO EACH OF THE CURRENT HOLDERS NAMED IN ANNEX 1 HERETO Ladies and Gentlemen: Ryan's Family Steak Houses, Inc., a South Carolina corporation (hereinafter, the "Company"), together with its successors and assigns, agrees with you as follows: 1. PRELIMINARY STATEMENTS. 1.1. Note Issuance, etc. The Company issued and sold Seventy Five Million Dollars ($75,000,000) in aggregate principal amount of its 9.02% Senior Notes due January 28, 2008 (as they may be amended, restated or otherwise modified from time to time, the "Notes") (August 18th, 2003)
Intertape Polymer Group Inc – IPG HOLDINGS LP __________________________________________________________ AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE AGREEMENT __________________________________________________________ Dated as of December 20, 2002 U.S. $25,000,000 SENIOR SECURED NOTES, SERIES A DUE 2005 U.S. $112,000,000 SENIOR SECURED NOTES, SERIES B DUE 2009 IPG HOLDINGS LP U.S. $25,000,000 SENIOR SECURED NOTES, SERIES A DUE 2005 U.S. $112,000,000 SENIOR SECURED NOTES, SERIES B DUE 2009 AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE AGREEMENT As of December 20, 2002 To each of the Persons Named in Annex 1 hereto (collecti (May 20th, 2003)

Name of Current Noteholder Original Principal Original Principal Amount of Series A Amount of Series B Notes Held Notes Held Principal Life Insurance Company $10,000,000 -- Principal Life Insurance Company, on behalf of one or more separate accounts $15,000,000 -- The Northwestern Mutual Life Insurance Company -- $25,000,000 New York Life Insurance Company -- $20,000,000 J. Romeo & Co. -- $11,600,000 $ 7,600,000 Hare & Co. -- $ 800,000 Jefferson-Pilot Life Insurance Company

Tbc Corp – Contract (April 16th, 2003)

Page ---- 1. AUTHORIZATION OF NOTES......................................................................................1 2. SALE AND PURCHASE OF NOTES..................................................................................1 3. CONDITIONS OF CLOSING.......................................................................................2 3.1. CERTAIN DOCUMENTS........................................................................................2 3.2. COMPANY REPRESENTATIONS AND WARRANTIES; NO DEFAULT; ETC..................................................3 3.3. SUBSIDIARY REPRESENTATIONS AND WARRANTIES; NO DEFAULTS...................................................3 3.4. TRANSACTIONS PERMITTED BY APPLICABLE LAWS.................

Penn America Group Inc – PENN-AMERICA GROUP, INC. 15,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT ____________________ November 21, 2002 FTN Financial Capital Markets 845 Crossover Lane, Suite 150 Memphis, Tennessee 38117 Keefe, Bruyette & Woods, Inc. 787 7th Avenue 4th Floor, New York, New York 10019 Ladies and Gentlemen: Penn-America Group, Inc., a Pennsylvania corporation (the "Company"), and its financing subsidiary, Penn-America Statutory Trust I, a Connecticut statutory trust (the "Trust," and hereinafter together with the Company (March 31st, 2003)

----------------------------------------------------------- ---------------------------------------------------------- NAIC Risk Based Capital Ratio-P&C (Total Adjusted Capital/Authorized Control Level Risk-Based Capita/)/2 ----------------------------------------------------------- ---------------------------------------------------------- NAIC Risk Based Capital Ratio-Life ((Total Adjusted Capital-Asset Valuation Reserve)/Authorized Control Level Risk-Based Capita/)/2 ----------------------------------------------------------- ---------------------------------------------------------- Total Capital and Surplus-Life Common Capital Stock + Preferred Capital