November 21, 2002 LEHMAN BROTHERS INC. CIBC WORLD MARKETS CORP. RAYMOND JAMES AND ASSOCIATES, INC. JOHNSON RICE & ASSOCIATES, L.L.C. As Representatives of the several Underwriters named in Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Avenue...Underwriting Agreement • February 14th, 2003 • TPG Advisors Ii Inc • Crude petroleum & natural gas • New York
EXHIBIT 2 November ___, 2003 TPG ZHONE, L.L.C. Re: Letter Agreement re. Nomination of Certain Directors Ladies and Gentlemen: Zhone Technologies, Inc. ("Zhone") has entered into an Agreement and Plan of Merger, dated as of July 27, 2003 (the "Merger...Letter Agreement • November 25th, 2003 • TPG Advisors Ii Inc • Telephone & telegraph apparatus
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT TABLE OF CONTENTSStockholders Agreement • November 24th, 1999 • TPG Advisors Ii Inc • Services-skilled nursing care facilities • Delaware
ASSIGNMENT ----------Assignment • October 5th, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
Exhibit 2 AMENDMENT NUMBER ONE TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NUMBER ONE TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"), dated as of December 15, 1999, by and between TPG Magellan LLC, a Delaware limited liability company ("TPG" or the...Registration Rights Agreement • December 21st, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
RECITALS:Rights Agreement • November 25th, 2003 • TPG Advisors Ii Inc • Telephone & telegraph apparatus • Delaware
RESTRUCTURING AGREEMENTRestructuring Agreement • November 24th, 1999 • TPG Advisors Ii Inc • Services-skilled nursing care facilities • New York
Nazem, Inc.,Put/Call Agreement • November 24th, 1999 • TPG Advisors Ii Inc • Services-skilled nursing care facilities • New York
Exhibit 1 AMENDMENT NUMBER ONE TO INVESTMENT AGREEMENT AMENDMENT NUMBER ONE TO INVESTMENT AGREEMENT, dated as of September 30, 1999 (the "Amendment"), by and between TPG Magellan LLC, a Delaware limited liability company (the "Investor") and Magellan...Investment Agreement • October 5th, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
INVESTMENT AGREEMENT dated as of July 19, 1999 between TPG MAGELLAN LLC and MAGELLAN HEALTH SERVICES, INC.Investment Agreement • July 28th, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
EXHIBIT 2 --------- REGISTRATION RIGHTS AGREEMENT dated as of July 19, 1999Registration Rights Agreement • July 28th, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
AMENDED AND RESTATED INVESTMENT AGREEMENT dated as of December 14,1999 between TPG MAGELLAN LLC and MAGELLAN HEALTH SERVICES, INC.Investment Agreement • December 21st, 1999 • TPG Advisors Ii Inc • Services-hospitals • New York
ContractUnderwriting Agreement • February 2nd, 2007 • TPG Advisors Ii Inc • Retail-apparel & accessory stores • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of J. Crew Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,312,589 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
