1 EXHIBIT 2.K.(i) ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of this ___ day of May, 1997, by and between The Bank of New York, a New York banking corporation (the "Administrator"), and William R. Latham III, James B. O'Neill and...Administration Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 EXHIBIT 2.h AUTOMATIC COMMON EXCHANGE SECURITY TRUST II (subject to exchange into shares of common stock of Republic Industries, Inc.) $______ TRUST AUTOMATIC COMMON EXCHANGE SECURITIES Underwriting AgreementUnderwriting Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 Exhibit 2.p SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ________ _______ 1997, between ____________________, ____________________ and ___________ _________ (collectively, the "Trustee"), not in their...Subscription Agreement • May 2nd, 1997 • Second Automatic Common Exchange Security Trust
1 EXHIBIT 2.A.(ii) AMENDED AND RESTATED TRUST AGREEMENT CONSTITUTING AUTOMATIC COMMON EXCHANGE SECURITY TRUST II Dated as of May __, 1997Trust Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 EXHIBIT 2.P SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is entered into as of the ___ day of May 1997, between Eric S. Schwartz (the "Trustee"), not in his individual capacity, but solely as trustee of Automatic Common Exchange Security Trust...Subscription Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii
1 EXHIBIT 2.K.(iii) PURCHASE AGREEMENT THIS AGREEMENT is made as of this ___ day of May, 1997 between [Selling Shareholder] ("Seller") and Automatic Common Exchange Security Trust II, a trust organized under the laws of the State of New York under and...Purchase Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 Exhibit 2.j CUSTODIAN AGREEMENT This CUSTODIAN AGREEMENT dated as of this ___ day of _________ 1997 by and between [_______________, a ____________________] (the "Custodian"), and [_______________, _______________ and _______________] (collectively,...Custodian Agreement • May 2nd, 1997 • Second Automatic Common Exchange Security Trust • New York
Among [Selling Shareholder], As Pledgor,Collateral Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii
1 EXHIBIT 2.K.(ii) PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT, dated as of this ___ day of May, 1997, by and between The Bank of New York, a New York banking corporation (the "Paying Agent"), and William R. Latham III, James B. O'Neill and...Paying Agent Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 EXHIBIT 2.J CUSTODIAN AGREEMENT This CUSTODIAN AGREEMENT dated as of this __ day of May 1997 by and between The Bank of New York, a New York banking corporation (the "Custodian"), and William R. Latham III, James B. O'Neill and Donald J. Puglisi...Custodian Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 EXHIBIT 2.K.(v) FUND EXPENSE AGREEMENT FUND EXPENSE AGREEMENT, dated as of May __, 1997, between Goldman, Sachs & Co. ("Goldman Sachs") and The Bank of New York (the "Service Provider"), in its capacities as custodian, paying agent and collateral...Fund Expense Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 EXHIBIT 2.K.(vi) FUND INDEMNITY AGREEMENT FUND INDEMNITY AGREEMENT, dated as of May __, 1997, between Goldman, Sachs & Co. ("Goldman Sachs") and William R. Latham III, James B. O'Neill and Donald J. Puglisi (collectively, the "Trustees"), not in...Fund Indemnity Agreement • May 29th, 1997 • Automatic Common Exchange Security Trust Ii • New York
1 Exhibit 2.k.(iii) PURCHASE AGREEMENT THIS AGREEMENT is made as of this ___ day of ______, 1997 between [Selling Shareholder] ("Seller") and Second Automatic Common Exchange Security Trust (such trust and the trustees thereof acting in their capacity...Purchase Agreement • May 2nd, 1997 • Second Automatic Common Exchange Security Trust • New York
Exhibit 2.a.(i) TRUST AGREEMENT This TRUST AGREEMENT, dated as of February 21, 1997, between GOLDMAN, SACHS & CO., as sponsor (the "Sponsor") and ERIC S. SCHWARTZ, as trustee (the "Trustee"). 1. The Sponsor hereby creates Second Automatic Common...Trust Agreement • February 25th, 1997 • Second Automatic Exchange Security Trust • New York
