EXHIBIT 99.7Registration Rights Agreement • December 11th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
Exhibit 1.1 The Goldman Sachs Group, Inc. Medium-Term Notes, Series B Form of Amended and Restated Distribution AgreementDistribution Agreement • May 15th, 2003 • 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
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
IntercontinentalExchange, Inc. Common Stock Underwriting Agreement July 17, 2006 Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto (the "Representatives"), c/o Goldman,...Underwriting Agreement • July 26th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXECUTION VERSION CARMIKE CINEMAS, INC. COMMON STOCK, PAR VALUE $0.03 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 5th, 2004 • Goldman Sachs Group Inc/ • 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 toLease Agreement • March 16th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Hong Kong
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 10, 2000 by and between The Goldman Sachs Group, Inc.Merger Agreement • October 10th, 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
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.
EXHIBIT 4 - AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 (this "Amendment"), dated as of May 5, 2000, to the Rights Agreement, dated as of February 18, 1997 (the "Rights Agreement"), between ProMedCo...Rights Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
SHINE HILL DEVELOPMENT LIMITED (Landlord) and SHINE BELT LIMITED FAIR PAGE LIMITED PANHY LIMITED MAPLE COURT LIMITED (Confirmors) and GOLDMAN SACHS (ASIA) FINANCE (Tenant) LEASE ofLease • March 16th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
GUARANTEE AGREEMENTGuarantee Agreement • January 30th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
RECITALSAssignment and Assumption Agreement • February 19th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Oregon
ARTICLE I DEFINITIONSShareholder Agreement • April 11th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Maryland
andAgreement • March 16th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
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
COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • August 2nd, 2000 • 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
S&C Draft of May 10, 1999 THE GOLDMAN SACHS GROUP, INC. __% (EURO) NOTES DUE 2009 UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • July 17th, 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
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,...Merger Agreement • May 10th, 1999 • 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 1.2 The Goldman Sachs Group, Inc. Debt Securities Form of Underwriting AgreementUnderwriting Agreement • May 15th, 2003 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
ARTICLE I DEFINITIONSPledge Agreement • December 28th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
ARTICLE I DEFINITIONSStockholder Agreement • September 28th, 2001 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
ARTICLE 1 DEFINITIONSExchange Agreement • January 4th, 2001 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
Exhibit O Form of Letter Agreement The Goldman Sachs Group, Inc. 85 Broad Street New York, NY 10004Letter Agreement • October 1st, 2008 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
1 Exhibit Q COUNTERPART TO THE SHAREHOLDERS' AGREEMENT WHEREAS, a party (the "Transferor") to the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company") and the Covered Persons listed on Appendix A...Shareholders' Agreement • August 2nd, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
EXHIBIT 7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
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
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
