EXHIBIT 7.2 ALLIANCE ENTERTAINMENT CORP. PURCHASE AGREEMENTPurchase Agreement • December 24th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
ii) "Merger" shall have the meaning set forth in the Merger Agreement. (iii) "Merger Agreement" shall mean that certain Agreement and Plan of Merger, dated as of November 30, 1998, by and among Parent, Circle Acquisition Corporation and the...Rights Agreement • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 1996 • Bankers Trust New York Corp • State commercial banks
We, as lead manager for the several Underwriters (the "Managers"), understand that Bankers Trust New York Corporation, a New York corporation (the "Corporation"), proposes to issue and sell $150,000,000 aggregate principal amount of its 7-1/8% Subordinated Notes due March 15, 2006 (the "Securities") to the Underwriters named in Schedule I hereto (the "Underwriters"). The terms of the Securities are set forth in the Registration Statement and Basic Prospectus referred to in the provisions incorporated herein by reference, as supplemented by a Prospectus Supplement dated March 19, 1996. The Securities will be issued pursuant to an Indenture, dated as of April 1, 1992, as supplemented by the First supplemental Indenture thereto, dated as of January 15, 1993 (the "Indenture"), between the Corporation and Marine Midland Bank, as Trustee (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
as amended by First Supplemental Indenture, dated as of January 15, 1993Second Supplemental Indenture • October 3rd, 1997 • Bankers Trust New York Corp • State commercial banks • New York
TO ......................................................... Trustee INDENTUREIndenture • December 22nd, 1995 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 6, 1997, between Alex. Brown Incorporated, a...Stock Option Agreement • July 10th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
Exhibit 1.1 BANKERS TRUST NEW YORK CORPORATION Debt Securities _____________________________ Underwriting Agreement Standard Provisions (September 1997)Underwriting Agreement • September 25th, 1997 • Bankers Trust New York Corp • State commercial banks
WARRANT to Purchase Common Stock of SAFETY 1ST, INC.Warrant Agreement • August 7th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 1.1 U.S. $2,000,000,000 BANKERS TRUST NEW YORK CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES A SUBORDINATED MEDIUM-TERM NOTES, SERIES A DISTRIBUTION AGREEMENTDistribution Agreement • October 3rd, 1997 • Bankers Trust New York Corp • State commercial banks • New York
Exhibit D toPreferred Stock Purchase Agreement • December 24th, 1996 • Bankers Trust New York Corp • State commercial banks
VOTING AGREEMENT ----------------Voting Agreement • December 24th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and among DEUTSCHE BANK AG, CIRCLE ACQUISITION CORPORATIONMerger Agreement • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
ARTICLE IVoting Agreement • August 7th, 1997 • Bankers Trust New York Corp • State commercial banks • Massachusetts
Exhibit 1.2 BANKERS TRUST NEW YORK CORPORATION Series Preferred Stock, Common Stock and Depositary Shares _____________________________ Underwriting Agreement Standard Provisions (September 1997)Underwriting Agreement • September 25th, 1997 • Bankers Trust New York Corp • State commercial banks
EXHIBIT 99.1 STOCK OPTION AGREEMENT ---------------------- THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated April 6,...Stock Option Agreement • July 10th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
AGREEMENTPurchase Agreement • March 5th, 1998 • Bankers Trust New York Corp • State commercial banks • New York
Notwithstanding the distribution to each of the undersigned of the Convertible Preferred Stock and that the Partnership will no longer hold its Convertible Preferred Stock, the General Partner retains its decision-making rights set forth in Section...Consent Agreement • January 24th, 1997 • Bankers Trust New York Corp • State commercial banks
Reference is hereby made to the Consent Agreement executed as of June 7, 1996 but dated and effective as of April 10, 1996 by and among Better Communictions, Inc., Barry Baker, Larry D. Marcus, Marcus Investments, L.P., Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA, BancBoston Capital, Inc. BancBoston Investments Inc. and Pyramid Ventures, Inc. (the "Consent Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Consent Agreement.
Exhibit 10(iii)(A)(11)(a) EMPLOYMENT AGREEMENT AGREEMENT by and between Bankers Trust Corporation, a New York corporation and Frank N. Newman (the "Executive"), dated as of the 30th day of November, 1998. 1. Employment Period. Subject to the...Employment Agreement • March 23rd, 1999 • Bankers Trust Corp • State commercial banks • New York
March 11, 1999 Deutsche Bank AG Taunusanlage 12 60325 Frankfurt am Main Germany Dear Sirs: We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as...Merger Agreement • March 12th, 1999 • Bankers Trust Corp • State commercial banks
We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG ("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT") dated as of November 30, 1998 (the "Merger Agreement").
Exhibit 10(iii)A(11)(d) Dear Mr. Shattuck: In connection with the proposed merger between Bankers Trust and Deutsche Bank (the "Merger") and subject to the consummation of the Merger, Bankers Trust is happy to provide you with the following retention...Retention Bonus Agreement • March 23rd, 1999 • Bankers Trust Corp • State commercial banks
BANKERS TRUST NEW YORK CORPORATION Debt Securities --------------- Underwriting Agreement Standard Provisions (December 1995) From time to time, BANKERS TRUST NEW YORK CORPORATION, a New York corporation (the "Corporation"), may enter into one or more...Underwriting Agreement • December 22nd, 1995 • Bankers Trust New York Corp • State commercial banks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks
TABLE OF CONTENTS ----------------- Page ---- PARTIES.................................................... 1 RECITALS................................................... 1 ARTICLE I Definitions Certificate...................................................Deposit Agreement • September 25th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 1.2 BANKERS TRUST NEW YORK CORPORATION Series Preferred Stock and Common Stock --------------------------------------- Underwriting Agreement Standard Provisions (December 1995) From time to time, BANKERS TRUST NEW YORK CORPORATION, a New York...Underwriting Agreement • December 22nd, 1995 • Bankers Trust New York Corp • State commercial banks • New York
AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR STOCKHOLDERS' AGREEMENT AMENDMENT, dated as of September 29, 1997 (this "Amendment"), to the Second Amended and Restated Investor Stockholders' Agreement, dated as of December 23, 1993 (as such...Investor Stockholders' Agreement • October 1st, 1997 • Bankers Trust New York Corp • State commercial banks • New York
1 EXHIBIT 10(iii)(A)(2) SETTLEMENT AND NON-DISCLOSURE AGREEMENT EUGENE B. SHANKS, JR., on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively referred to as "Shanks"), and...Settlement Agreement • March 7th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
1 EXHIBIT 7.01Trust Agreement • April 19th, 1999 • Bankers Trust Corp • State commercial banks
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated November 30, 1998, between Bankers Trust Corporation, a New York...Stock Option Agreement • December 3rd, 1998 • Bankers Trust Corp • State commercial banks • New York
BETWEENPreferred Stock Repurchase Agreement • October 1st, 1997 • Bankers Trust New York Corp • State commercial banks • New York
WARRANTWarrant Agreement • August 7th, 1997 • Bankers Trust New York Corp • State commercial banks • New York
SETTLEMENT AND NON-DISCLOSURE AGREEMENTSettlement and Non-Disclosure Agreement • August 15th, 1996 • Bankers Trust New York Corp • State commercial banks • New York
EXHIBIT 10 iii(a)(2) SETTLEMENT AND NON-DISCLOSURE AGREEMENT RICHARD H. DANIEL, on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (hereinafter collectively referred to as "Daniel"), and BANKERS...Settlement Agreement • August 16th, 1999 • Bankers Trust Corp • State commercial banks • New York
EXHIBIT 10(iii)(A)(1) Bankers Trust New York Corporation 130 Liberty Street, New York, New York 10006 CORPORATE HUMAN RESOURCES SETTLEMENT AND NON- DISCLOSURE AGREEMENT B.J. KINGDON, on his own behalf and on behalf of his heirs, executors,...Settlement and Non-Disclosure Agreement • May 15th, 1997 • Bankers Trust New York Corp • State commercial banks
EXHIBIT 10(iii)(A)(3) On September 1, 1997, Alex. Brown Incorporated was acquired by Bankers Trust New York Corporation (the "Corporation") and the Corporation assumed the obligations under the following Agreement. SPLIT-DOLLAR INSURANCE AGREEMENT...Split-Dollar Insurance Agreement • November 14th, 1997 • Bankers Trust New York Corp • State commercial banks • Maryland
