EXHIBIT 7Subscription Agreement • December 24th, 1997 • Goldman Sachs Group Lp • Delaware
AS INDICATED ON THE SIGNATURE PAGE TO THIS SUBSCRIPTION AGREEMENT, THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY AN INVESTOR SHALL ALSO SERVE AS A COUNTERPART SIGNATURE TO THE REGISTRATION RIGHTS AGREEMENT CONTAINED IN APPENDIX C TO THE PRIVATE PLACEMENT MEMORANDUM OF WHICH THIS SUBSCRIPTION AGREEMENT IS A PART.
Exhibit 8 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 10, 1997, by and between Insilco Corporation, a Delaware corporation (the "Company"), and Water Street Corporate Recovery Fund I, L.P., a Delaware limited...Stock Purchase Agreement • July 16th, 1997 • Goldman Sachs Group Lp • New York
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 1998 • Goldman Sachs Group Lp • New York
COMMON STOCK (PAR VALUE $0.01 PER SHARE)Underwriting Agreement • September 29th, 1997 • Goldman Sachs Group Lp • New York
Exhibit 1 The undersigned hereby agree to purchase or cause to be purchased Zero Coupon Convertible Debentures due 2018 (the "Debentures") of AMF Bowling, Inc. and/or 12 1/4% Senior Subordinated Discount Notes due 2006 (the "Notes") of AMF Bowling...Purchase Agreement • November 18th, 1998 • Goldman Sachs Group Lp
The undersigned hereby agree to purchase or cause to be purchased Zero Coupon Convertible Debentures due 2018 (the "Debentures") of AMF Bowling, Inc. and/or 12 1/4% Senior Subordinated Discount Notes due 2006 (the "Notes") of AMF Bowling Worldwide, Inc., in each case, in open market transactions for the accounts of the undersigned based on the proportions set forth on Schedule I hereto. Each party hereto may terminate its participation in such purchases by providing the other parties hereto with written notice of such termination. In the event of any such termination, the proportions set forth on Schedule I for the remaining entities shall be proportionately increased. This agreement and acknowledgment may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument.
Exhibit 15 ---------- JOINT FILING AGREEMENT Each of the Reporting Persons hereby agrees to make this joint filing pursuant to Rule 13d-1(k) of the Exchange Act of 1934. Dated: April 14, 1999Joint Filing Agreement • April 15th, 1999 • Goldman Sachs Group Lp
CADILLAC FAIRVIEW CORPORATION 20 QUEEN STREET WEST TORONTO, ONTARIO M5H 3R4Shareholder Agreement • March 17th, 1999 • Goldman Sachs Group Lp
COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT (INTERNATIONAL VERSION)Underwriting Agreement • December 10th, 1997 • Goldman Sachs Group Lp • New York
Exhibit 11 ---------- ESCROW AGREEMENT This Escrow Agreement is made and entered into as of April 13, 1999, by and among BRI OP Limited Partnership, a Delaware limited partnership (the "Partnership"), Berkshire Realty Company, Inc., a Delaware...Escrow Agreement • April 15th, 1999 • Goldman Sachs Group Lp • Massachusetts
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $.01 par value of Cabletron Systems, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Exhibit 3 AMENDMENT NO. 1 (this "Amendment"), dated as of March 31, 1997, to the Securities Purchase Agreement, dated as of July 19, 1996 (the "Agreement"), between RECOVERY ENGINEERING, INC., a Minnesota corporation (the "Company"), and GS CAPITAL...Securities Purchase Agreement • April 9th, 1997 • Goldman Sachs Group Lp • New York
RECITALSStockholders' Agreement • January 5th, 1998 • Goldman Sachs Group Lp • New York
Agreement ---------- This Agreement is entered into as of June 9, 1997 by Stone Street 1994 Fund, L.P., a Delaware limited partnership ("Stone L.P."), and the Polo Ralph Lauren Corporation ("PRLC"). Capitalized terms used but not defined herein shall...Investment Agreement • July 10th, 1997 • Goldman Sachs Group Lp • New York
WESTERN WIRELESS CORPORATION LOCK-UP AGREEMENT APRIL 3, 1998Lock-Up Agreement • May 11th, 1998 • Goldman Sachs Group Lp • New York
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc, As Representatives of the Several Underwriters 85 Broad Street New York, NY 10004
Exhibit 5 BIOFIELD CORP. STOCK OPTION LETTER AGREEMENT FOR NON-EMPLOYEE DIRECTORS TO: JOSEPH H. GLEBERMAN Pursuant to the Biofield Corp. (the "Company") 1996 Stock Option Plan for Non-Employee Directors (the "Plan") this Letter Agreement represents...Stock Option Agreement • October 20th, 1997 • Goldman Sachs Group Lp
CONFORMED COPY WESTERN WIRELESS CORPORATION CLASS A COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT (U.S. VERSION)Underwriting Agreement • May 11th, 1998 • Goldman Sachs Group Lp • New York
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $.01 par value of FTP Software, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
ARTICLE I DEFINITIONSRegistration Rights Agreement • August 20th, 1998 • Goldman Sachs Group Lp • Delaware
April 13, 1999 Reference is hereby made to (i) that certain Agreement of Limited Partnership of Berkshire Realty Holdings, L.P. dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the "Partnership Agreement")...Partnership Agreement • April 15th, 1999 • Goldman Sachs Group Lp
Reference is hereby made to (i) that certain Agreement of Limited Partnership of Berkshire Realty Holdings, L.P. dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the "Partnership Agreement") and (ii) that certain commitment letter dated as of the date hereof (the "Bridge Loan Commitment Letter") issued by Whitehall Street Real Estate Limited Partnership XI and Blackstone Real Estate Acquisitions III L.L.C. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
RECITALSRegistration Rights Agreement • January 12th, 1998 • Goldman Sachs Group Lp • New York
AMENDED AND RESTATED WARRANT (Goldman Sachs)Warrant Agreement • December 4th, 1998 • Goldman Sachs Group Lp • New York
INSILCO CORPORATION 425 Metro Place N. Fifth Floor Dublin, Ohio 43017Stock Purchase Agreement • August 14th, 1997 • Goldman Sachs Group Lp
Reference is hereby made to the Stock Purchase Agree- ment (the "Stock Purchase Agreement"), dated as of July 10, 1997, by and between Insilco Corporation, a Delaware corpora- tion ("Insilco"), and Water Street Corporate Recovery Fund I, L.P., a Delaware limited partnership ("Water Street"). Terms used but not defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement.
Exhibit 1 FORM OF CONSENT OF STOCKHOLDERS The undersigned, being a Stockholder under (and as defined in) the Stockholders Agreement, dated as of April 30, 1998, by and among AMF Bowling, Inc., formerly known as AMF Holdings Inc. (the "Company"), and...Stockholders Agreement • November 12th, 1998 • Goldman Sachs Group Lp
The undersigned, being a Stockholder under (and as defined in) the Stockholders Agreement, dated as of April 30, 1998, by and among AMF Bowling, Inc., formerly known as AMF Holdings Inc. (the "Company"), and certain stockholders thereof, as amended (the "Stockholders Agreement"), hereby (i) consent to (A) the purchase by any Stockholders and/or their respective affiliates of any notes or bonds of the Company or its subsidiaries, including, without limitation, the Company's Zero Coupon Convertible Debentures due 2018 or the other securities referenced in Section 1.1.9 of the Stockholders Agreement (collectively, the "Notes or Bonds") and (B) the ownership, selling or trading by Stockholders and their affiliates of any Notes or Bonds, and (ii) agree that none of the restrictions contained in the Stockholders Agreement which would otherwise be applicable to such Stockholders and such affiliates with respect to any of the Notes or Bonds, shall apply (except that upon conversion, redemption
Exhibit 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated as of January 24, 1997, is by and among Grubb & Ellis Company, a Delaware corporation (the "Company"), and Archon Group, L.P., a Delaware limited...Registration Rights Agreement • February 18th, 1997 • Goldman Sachs Group Lp • New York
consist of a bridge loan to be provided by Goldman Sachs Mortgage Company (an affiliate of Whitehall) pursuant to the attached commitment letter. With respect to the equity financing, affiliates of Douglas Krupp, Whitehall and Blackstone (together...Merger Agreement • March 4th, 1999 • Goldman Sachs Group Lp
AGREEMENT OF MERGER OF GS CAPITAL PARTNERS PRL HOLDING I, INC. (a Delaware corporation) WITH AND INTO POLO RALPH LAUREN CORPORATION (a Delaware corporation) AGREEMENT OF MERGER entered into as of June 9, 1997 by GS Capital Partners PRL Holding I,...Merger Agreement • July 10th, 1997 • Goldman Sachs Group Lp • Delaware
EXHIBIT 9Registration Rights Agreement • December 24th, 1997 • Goldman Sachs Group Lp • New York
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December __, 1997, by and among Biofield Corp., a Delaware corporation, with headquarters located at 1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076 (the "COMPANY"), and each of the investors set forth on the signature pages hereto (the "INITIAL INVESTORS").
CONFORMED COPY WESTERN WIRELESS CORPORATION CLASS A COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) -----------------------Underwriting Agreement • May 11th, 1998 • Goldman Sachs Group Lp • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 12th, 1998 • Goldman Sachs Group Lp
TRANSFER AGREEMENTTransfer Agreement • October 8th, 1999 • Goldman Sachs Group Lp
Exhibit 4 AMENDMENT TO JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all...Joint Filing Agreement • January 5th, 1998 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Amscan Holdings, Inc. and further agree to the filing of this Amendment to the Joint Filing Agreement, dated August 20, 1997, as an Exhibit thereto. In addition, each party to this Amendment expressly authorizes each other party to such Joint Filing Agreement, as amended, to file on its behalf any and all amendments to such Statement on Schedule 13D.
EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with...Joint Filing Agreement • February 14th, 1997 • Goldman Sachs Group Lp
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, $1.00 par value of ChemFirst, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
EXHIBIT 11 VOTING AGREEMENT In consideration of Silkworm Acquisition Corporation, a Delaware corporation ("HOLDCO"), Insilco Corporation, a Delaware corporation (the "COMPANY"), and INR Holding Co., a Delaware corporation and existing wholly owned...Voting Agreement • March 24th, 1998 • Goldman Sachs Group Lp
Exhibit 14 ---------- VOTING AGREEMENT This Agreement is made as of April 13, 1999 by and among Douglas S. Krupp ("Krupp"), Berkshire Realty Company, Inc., a Delaware corporation (the "Company") and BRI OP Limited Partnership, a Delaware limited...Voting Agreement • April 15th, 1999 • Goldman Sachs Group Lp • Delaware
AMENDMENT NO. 2 TOSecurities Exchange Agreement • April 13th, 1999 • Goldman Sachs Group Lp • New York
