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$54	Preview Full Doc	2002	Underwriting Agreement Underwriting Agreement (83K) Doc #314649: Click preview link for longer preview. The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- January 7, 2002 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Certain stockholders of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 14,125,724 shares (the "Shares") of common stock, par value $.01 per share ("Stock"), of the Company. The Estate of Bernice Pauahi Bishop is joining in and consenting to the sale of Stock by Kamehameha Activities Association, and for the purposes of Sections 1(b) and (2), the introductory paragraph to Section 7, and Sections 7(d), 7(e), 7(k), 9, 10, 11, and 12 and the first paragraph following Section 15 only, all references to a Selling Stockholder shall include Kamehameha Activities Association and the Estate of Bernice Pauahi Bishop, jointly as if they were one Selling Stockholder. Without limiting the generality of the foregoing, the Estate of Bernice Pauahi Bishop intends to and hereby agrees to sell, pursuant to Section 2 hereof, all of its interest, if any, in the Shares to be sold by Kamehameha Activities Association. 1. a. The Company represents and warrants to, and agrees with the Underwriters that: i. A registration statement on Form S-3 (File No. 333-74004) (the "Initial Registration Statement") in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became or will become effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no {PAGE} proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement); ii. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3; iii. The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue 314649	Bowne Bowne & Co., Inc. ( Printing Services ) As referenced in this Underwriting Agreement: Bowne & Co – sold by such Selling Stockholder. The Selling Stockholders agree that the expenses set forth in the preceding sentence (other than the expenses of Bowne & Co ., Inc., which the Selling Stockholders jointly and severally agree they will pay directly) will be deducted from the purchase price for the _____________ dt 409396 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Underwriting Agreement: Chase Manhattan Bank, – each case, in the form heretofore furnished to you (the "Custody Agreement"), duly authorized, executed and delivered by such Selling Stockholder to The Chase Manhattan Bank, as custodian (the "Custodian"); such Selling Stockholder has duly authorized, executed and delivered a Power of Attorney, in the form heretofore furnished _____________ dt 647337 ; Goldman Sachs Goldman Sachs Group Inc. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman Sachs Group, – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}dex99.txt {DESCRIPTION}EXHIBIT B {TEXT} {PAGE} Exhibit B The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- January 7, 2002 Goldman, Sachs & Co., 85 Broad Street, New York, New _____________ Goldman Sachs Group, – Underwriting Agreement ---------------------- January 7, 2002 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Certain stockholders of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated _____________ Goldman Sachs Group, – such acceptance hereof shall constitute a binding agreement among the Underwriters, the Company and each of the Selling Stockholders. Very truly yours, The Goldman Sachs Group, Inc. By: /s/ Esta Stecher ------------------------------------ Name: Esta Stecher Title: SMBC Capital Markets, Inc. By: /s/ Naoyuki Kawamoto ------------------------------------ Name: Naoyuki Kawamoto Title: Chairman _____________ dt 378159 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman, Sachs & Co. – EXHIBIT B {TEXT} {PAGE} Exhibit B The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- January 7, 2002 Goldman, Sachs & Co. , 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Certain stockholders of The Goldman Sachs Group, Inc., a Delaware corporation ( _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – through the Time of Delivery. 4. a. The Shares, in definitive form and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior notice to the Selling Stockholders, shall be delivered by or on behalf of _____________ dt 398294 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Underwriting Agreement: Cravath, Swaine – requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriters; b. Cravath, Swaine & Moore, special counsel for SMBC Capital Markets, Inc., as indicated in Schedule II hereto, shall have furnished to you their written opinion ( _____________ Cravath, Swaine – Stockholder hereunder, provided that such counsel shall state that he believes that you and he are justified in relying upon such certificate; d. Cravath, Swaine & Moore, special counsel for Kamehameha Activities Association and the Estate of Bernice Pauahi Bishop, acting jointly as if they were one Selling _____________ Cravath, Swaine – of Bernice Pauahi Bishop (2) 5,455,197 (1) This Selling Stockholder, 277 Park Avenue, New York, New York 10172, is represented by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, as to matters of the Federal law of the United States _____________ Cravath, Swaine – Attorney-in-Fact for the Selling Stockholder. (2) This Selling Stockholder, 567 South King Street, Suite 150, Honolulu, Hawaii 96813, is represented by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, as to matters of the Federal law of the United States _____________ dt 547385 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Underwriting Agreement: Sullivan & Cromwell, – the Shares and any additional documents requested by the Underwriters pursuant to Section 7(k) hereof, will be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, N.Y. 10004 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all _____________ dt 570622
$53	Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (71K) Doc #314685: Click preview link for longer preview. THE GOLDMAN SACHS GROUP, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT --------------------------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 6,073,083 shares (the "Shares") of common stock, par value $.01 per share ("Stock"), of the Company. 1. (a) The Company represents and warrants to, and agrees with the Underwriters that: (i) A registration statement on Form S-3 (File No. 333-67110) (the "Initial Registration Statement") in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became or will become effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to NY12530: 223743.7 {PAGE} Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement); (ii) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3; (iii) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 314685	Bowne Bowne & Co., Inc. ( Printing Services ) As referenced in this Underwriting Agreement: Bowne & Co – and delivery of the Shares. The Selling Stockholder agrees that the expenses set forth in the preceding sentence (other than the expenses of Bowne & Co ., Inc., which the Selling Stockholder will pay directly) will be deducted from the purchase price for the Shares paid by or on _____________ dt 409411 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Underwriting Agreement: Chase Manhattan Bank, – each case, in the form heretofore furnished to you (the "Custody Agreement"), duly authorized, executed and delivered by the Selling Stockholder to The Chase Manhattan Bank, as custodian (the "Custodian"); the Selling Stockholder has duly authorized, executed and delivered a Power of Attorney, in the form heretofore furnished _____________ dt 647338 ; Goldman Sachs Goldman Sachs Group Inc. ( Investment Services ) As referenced in this Underwriting Agreement: GOLDMAN SACHS GROUP, – {DOCUMENT} {TYPE}EX-1 {SEQUENCE}3 {FILENAME}ex-1.txt {DESCRIPTION}UNDERWRITING AGREEMENT {TEXT} Exhibit B THE GOLDMAN SACHS GROUP, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT --------------------------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New _____________ Goldman Sachs Group, – UNDERWRITING AGREEMENT --------------------------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholder") proposes, subject to the terms and conditions stated _____________ Goldman Sachs Group, – letter and such acceptance hereof shall constitute a binding agreement among the Underwriters, the Company and the Selling Stockholder. Very truly yours, The Goldman Sachs Group, Inc. By: /s/ Elizabeth E. Beshel ----------------------------------- Name: Elizabeth E. Beshel Title: Assistant Treasurer SMBC Capital Markets, Inc. By: /s/ Naoyuki Kawamoto ----------------------------------- Name: _____________ dt 378240 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman, Sachs & Co. – DESCRIPTION}UNDERWRITING AGREEMENT {TEXT} Exhibit B THE GOLDMAN SACHS GROUP, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT --------------------------------------- September 26, 2001 Goldman, Sachs & Co. , 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation ( _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – apply to any statements or omissions {PAGE} made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – set forth in the Prospectus. 4. (a) The Shares, in definitive form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty- eight hours' prior notice to the Selling Stockholder shall be delivered by or on behalf of _____________ dt 398341 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Underwriting Agreement: Cravath, Swaine – requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriters; (b) Cravath, Swaine & Moore, special counsel for SMBC Capital Markets, Inc., as indicated in Schedule II hereto, shall have furnished to you their written opinion ( _____________ Cravath, Swaine – Be Sold ------------------- --------------- SMBC Capital Markets, Inc.................................. 6,073,083 This Selling Stockholder, 277 Park Avenue, New York, New York 10172, is represented by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, as to matters of the Federal law of the United States _____________ dt 547386 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Underwriting Agreement: Sullivan & Cromwell, – the Shares and any additional documents requested by the Underwriters pursuant to Section 7(i) hereof, will be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, N.Y. 10004 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all _____________ dt 570634
$49	Preview Full Doc	2001	Underwriting Agreement Underwriting Agreement (71K) Doc #314686: Click preview link for longer preview. The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 6,073,083 shares (the "Shares") of common stock, par value $.01 per share ("Stock"), of the Company. 1. a. The Company represents and warrants to, and agrees with the Underwriters that: i. A registration statement on Form S-3 (File No. 333-67110) (the "Initial Registration Statement") in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became or will become effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to {PAGE} Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement); ii. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3; iii. The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, 314686	Bowne Bowne & Co., Inc. ( Printing Services ) As referenced in this Underwriting Agreement: Bowne & Co – and delivery of the Shares. The Selling Stockholder agrees that the expenses set forth in the preceding sentence (other than the expenses of Bowne & Co ., Inc., which the Selling Stockholder will pay directly) will be deducted from the purchase price for the Shares paid by or on _____________ dt 409415 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Underwriting Agreement: Chase Manhattan Bank, – each case, in the form heretofore furnished to you (the "Custody Agreement"), duly authorized, executed and delivered by the Selling Stockholder to The Chase Manhattan Bank, as custodian (the "Custodian"); the Selling Stockholder has duly authorized, executed and delivered a Power of Attorney, in the form heretofore furnished _____________ dt 647339 ; Goldman Sachs Goldman Sachs Group Inc. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman Sachs Group, – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}dex99.txt {DESCRIPTION}EXHIBIT B {TEXT} {PAGE} The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New _____________ Goldman Sachs Group, – Underwriting Agreement ---------------------- September 26, 2001 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), named in Schedule II hereto (the "Selling Stockholder") proposes, subject to the terms and conditions stated _____________ Goldman Sachs Group, – letter and such acceptance hereof shall constitute a binding agreement among the Underwriters, the Company and the Selling Stockholder. Very truly yours, The Goldman Sachs Group, Inc. By: /s/ Elizabeth E. Beshel ------------------------ Name: Elizabeth E. Beshel Title: Assistant Treasurer SMBC Capital Markets, Inc. By: /s/ Naoyuki Kawamoto --------------------- Name: _____________ dt 378243 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman, Sachs & Co. – txt {DESCRIPTION}EXHIBIT B {TEXT} {PAGE} The Goldman Sachs Group, Inc. Common Stock (par value $.01 per share) Underwriting Agreement ---------------------- September 26, 2001 Goldman, Sachs & Co. , 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: A stockholder of The Goldman Sachs Group, Inc., a Delaware corporation ( _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – apply to any statements or omissions {PAGE} made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Goldman, Sachs & Co. expressly for use therein or by the Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 _____________ Goldman, Sachs & Co. – set forth in the Prospectus. 4. a. The Shares, in definitive form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior notice to the Selling Stockholder shall be delivered by or on behalf of _____________ dt 398345 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Underwriting Agreement: Cravath, Swaine – requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriters; b. Cravath, Swaine & Moore, special counsel for SMBC Capital Markets, Inc., as indicated in Schedule II hereto, shall have furnished to you their written opinion ( _____________ Cravath, Swaine – Be Sold ------------------- ---------- SMBC Capital Markets, Inc. 6,073,083 This Selling Stockholder, 277 Park Avenue, New York, New York 10172, is represented by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019, as to matters of the Federal law of the United States _____________ dt 547387 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Underwriting Agreement: Sullivan & Cromwell, – the Shares and any additional documents requested by the Underwriters pursuant to Section 7(i) hereof, will be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, N.Y. 10004 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all _____________ dt 570636
$45	Preview Full Doc	2003	Intercreditor and Collateral Agency Agreement Intercreditor and Collateral Agency Agreement (78K) Doc #529245: Click preview link for longer preview. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of March 28, 2003 Re: Creditors of BOWNE & Co., INC. FLEET NATIONAL BANK, AS COLLATERAL AGENT FLEET NATIONAL BANK, AS BANK AGENT TABLE OF CONTENTS SECTION HEADING PAGE Parties 1 Recitals 1 SECTION 1. DEFINITIONS 3 . . . 529245	Bowne Bowne & Co., Inc. ( Printing Services ) ; Fleet National Fleet National Bank ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement: FLEET NATIONAL BANK, – 10.19: INTERCREDITOR AND COLLATERAL AGENCY AGMT EXHIBIT 10.19 Execution Copy INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of March 28, 2003 Re: Creditors of BOWNE & Co., INC. FLEET NATIONAL BANK, AS COLLATERAL AGENT FLEET NATIONAL BANK, AS BANK AGENT TABLE OF CONTENTS SECTION HEADING PAGE Parties 1 Recitals 1 SECTION 1. DEFINITIONS 3 SECTION 2. APPOINTMENT AND AUTHORITY OF _____________ FLEET NATIONAL BANK, – AGMT EXHIBIT 10.19 Execution Copy INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of March 28, 2003 Re: Creditors of BOWNE & Co., INC. FLEET NATIONAL BANK, AS COLLATERAL AGENT FLEET NATIONAL BANK, AS BANK AGENT TABLE OF CONTENTS SECTION HEADING PAGE Parties 1 Recitals 1 SECTION 1. DEFINITIONS 3 SECTION 2. APPOINTMENT AND AUTHORITY OF COLLATERAL AGENT 6 SECTION 3. PRIORIT _____________ FLEET NATIONAL BANK, – Section 7.11. Existing Intercreditor Agreement 21 Signatures 22 -ii- INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT is dated as of March 28, 2003, among (i) FLEET NATIONAL BANK, as collateral agent (in such capacity, together with any successor collateral agent hereunder, the Collateral Agent) for the ratable benefit of the Noteholders (as hereinafter defined), (ii) FLEET NATIONAL _____________ FLEET NATIONAL BANK, – FLEET NATIONAL BANK, as collateral agent (in such capacity, together with any successor collateral agent hereunder, the Collateral Agent) for the ratable benefit of the Noteholders (as hereinafter defined), (ii) FLEET NATIONAL BANK, as authorized agent (in such capacity, the Bank Agent) for and on behalf of the lenders under the Credit Agreement (as hereinafter defined) (each such bank in such capacity, _____________ Fleet National Bank – to the Secured Party (as hereinafter defined), for the equal and ratable benefit of the Creditors, a security interest in the Collateral (as hereinafter defined). I. The Noteholders desire that Fleet National Bank shall be the collateral agent to act on behalf the Noteholders, all as more fully provided herein; and the Collateral Agent, Bank Lenders (either through the Bank Agent or on _____________ dt 1436642 ; Fleet Securities Fleet Securities, Inc. ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement: Fleet Securities, Inc – the Company, the Subsidiary Borrowers (as defined therein) party thereto, the Bank Agent, the Bank Lenders, JPMorgan Chase Bank, as Documentation Agent, Wachovia Bank, National Association, as Syndication Agent, with Fleet Securities, Inc . having acted as the Arranger, the Bank Lenders have made available to the Company and the Subsidiary Borrowers certain credit facilities in a current aggregate principal amount up to $ _____________ dt 1400665 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement: JPMorgan Chase Bank, – supplemented, renewed and extended from time to time, the Credit Agreement) by and among the Company, the Subsidiary Borrowers (as defined therein) party thereto, the Bank Agent, the Bank Lenders, JPMorgan Chase Bank, as Documentation Agent, Wachovia Bank, National Association, as Syndication Agent, with Fleet Securities, Inc. having acted as the Arranger, the Bank Lenders have made available to the Company and _____________ dt 1405364 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Intercreditor and Collateral Agency Agreement: Wachovia Bank, Na – to time, the Credit Agreement) by and among the Company, the Subsidiary Borrowers (as defined therein) party thereto, the Bank Agent, the Bank Lenders, JPMorgan Chase Bank, as Documentation Agent, Wachovia Bank, Na tional Association, as Syndication Agent, with Fleet Securities, Inc. having acted as the Arranger, the Bank Lenders have made available to the Company and the Subsidiary Borrowers certain credit facilities _____________ dt 1386296
$49	Preview Full Doc	2005	Underwriting Agreement Underwriting Agreement (137K) Doc #816318: Click preview link for longer preview. LIONBRIDGE TECHNOLOGIES, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT December [ ], 2005 Goldman, Sachs & Co., Friedman, Billings, Ramsey & Co., Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Bowne & Co., Inc., a Delaware . . . 816318	Bowne Bowne & Co., Inc. ( Printing Services ) As referenced in this Underwriting Agreement: Bowne & Co. – Ramsey & Co., Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Bowne & Co. , Inc., a Delaware corporation (the "Primary Selling Stockholder"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto ( _____________ Bowne & Co. – Disclosure in Exchange Act Periodic Reports Frequently Asked Questions (revised October 6, 2004)", the Company does not expect to include in its assessment of internal controls, the operations acquired from Bowne & Co. , Inc. (the "Bowne Operations") until the filing of the Company's 10-K for the Year Ended December 31, 2006). Except as disclosed in the Pricing Prospectus, and except _____________ BOWNE & CO. – be submitted to the Company and the Selling Stockholders for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, BOWNE & CO. , INC. By: ---------------------------- Name: Title: Accepted as of the date hereof: GOLDMAN, SACHS & CO. LIONBRIDGE TECHNOLOGIES, INC. FRIEDMAN, BILLINGS, RAMSEY & CO., INC. BY: BY: ------------------------------ ---------------------------- (Goldman, Sachs & Co.) NAME: TITLE: STEPHEN _____________ Bowne & Co. – of Optional Total Number of Firm Shares to be Sold if Shares to be Sold Maximum Option Exercised -------------------- ------------------------ {S} {C} {C} The Company 0 1,355,000 The Selling Stockholders: Bowne & Co. Inc. 9,400,000 0 345 Hudson Street New York, NY 10014 Tel: 212-924-5500 Fax: 212-229-3149 Attn: General Counsel Stephen J. Lifshatz 0 55,000 _____________ Bowne & Co. – the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns. Very truly yours, Bowne & Co. , Inc. By: ----------------------------------- Name: Title: 49 {PAGE} ANNEX V(b) LIONBRIDGE TECHNOLOGIES, INC. LOCK-UP AGREEMENT DECEMBER ___, 2005 Goldman, Sachs & Co. Friedman, Billings, Ramsey & Co., Inc. c/o Goldman, _____________ dt 1423774 ; Lionbridge Lionbridge Technologies Inc. ( Business Services ) As referenced in this Underwriting Agreement: LIONBRIDGE TECHNOLOGIES, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}b57913a2exv1w1.txt {DESCRIPTION}EX-1.1 FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 LIONBRIDGE TECHNOLOGIES, INC . COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT December [ ], 2005 Goldman, Sachs & Co., Friedman, Billings, Ramsey & Co., Inc. As representatives of the several Underwriters named in Schedule _____________ Lionbridge Technologies, Inc – sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 9,400,000 shares (the "Firm Shares") and, at the election of the Underwriters, each of Lionbridge Technologies, Inc ., a Delaware corporation (the "Company") and the stockholder of the Company named in Schedule II hereto (the "Additional Selling Stockholder", and together with the Primary Selling Stockholder, the "Selling _____________ LIONBRIDGE TECHNOLOGIES, INC – warranty on your part as to the authority of the signers thereof. Very truly yours, BOWNE & CO., INC. By: ---------------------------- Name: Title: Accepted as of the date hereof: GOLDMAN, SACHS & CO. LIONBRIDGE TECHNOLOGIES, INC . FRIEDMAN, BILLINGS, RAMSEY & CO., INC. BY: BY: ------------------------------ ---------------------------- (Goldman, Sachs & Co.) NAME: TITLE: STEPHEN J. LIFSHATZ -------------------------------- On behalf of each of the Underwriters 35 {PAGE} SCHEDULE I {TABLE} {CAPTION} NUMBER _____________ Lionbridge Technologies, Inc – 9,400,000 0 345 Hudson Street New York, NY 10014 Tel: 212-924-5500 Fax: 212-229-3149 Attn: General Counsel Stephen J. Lifshatz 0 55,000 c/o Lionbridge Technologies, Inc . 50 Winter Street Waltham, MA 02451 Tel: 781-434-6000 Fax: 781-434-6034 {/TABLE} 37 {PAGE} SCHEDULE III (a) Materials other than the Pricing Prospectus that comprise the _____________ Lionbridge Technologies, Inc – PAGE} ANNEX V(a) LOCK-UP AGREEMENT DECEMBER___, 2005 Goldman, Sachs & Co. Friedman, Billings, Ramsey & Co., Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: Lionbridge Technologies, Inc .- Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named _____________ dt 1380520 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Underwriting Agreement: Goldman, Sachs & Co. – b57913a2exv1w1.txt {DESCRIPTION}EX-1.1 FORM OF UNDERWRITING AGREEMENT {TEXT} {PAGE} Exhibit 1.1 LIONBRIDGE TECHNOLOGIES, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT December [ ], 2005 Goldman, Sachs & Co. , Friedman, Billings, Ramsey & Co., Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. _____________ Goldman, Sachs & Co. – 01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT December [ ], 2005 Goldman, Sachs & Co., Friedman, Billings, Ramsey & Co., Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. , 85 Broad Street, New York, New York 10004. Ladies and Gentlemen: Bowne & Co., Inc., a Delaware corporation (the "Primary Selling Stockholder"), proposes, subject to the terms and conditions stated _____________ Goldman, Sachs & Co. – representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; (iii) For the purposes of this Agreement, the "Applicable Time" is ___:___ (Eastern time) on the date of this Agreement; the Pricing Prospectus as _____________ Goldman, Sachs & Co. – apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; (iv) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the _____________ Goldman, Sachs & Co. – representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; and no such documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date _____________ dt 1489067 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Underwriting Agreement: Nasdaq Stock Market Inc – this Agreement in the manner specified in the Pricing Prospectus under the caption "Use of Proceeds"; (i) To use its best efforts to list for quotation the Shares on the Nasdaq Stock Market Inc .'s National Market ("NASDAQ"); (j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in _____________ dt 1499238 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Underwriting Agreement: Wachovia Bank, Na – all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except (A) with respect to personal property, security interests in favor of Wachovia Bank, Na tional Association, (B) such as are described in the Pricing Prospectus or (C) such as do not materially affect the value of such property and do not interfere with the _____________ Wachovia Bank, Na – are owned directly or indirectly by the Company, free and clear of all liens, encumbrances or claims, except for security interests, liens, encumbrances, pledges or other claims in favor of Wachovia Bank, Na tional Association; (x) The unissued Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against _____________ Wachovia Bank, Na – knowledge is threatened or imminent that could have a Material Adverse Effect; and (xxii) Except as disclosed in the Pricing Prospectus and subject to the security interests in favor of Wachovia Bank, Na tional Association, the Company and its subsidiaries, own or possess, or can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, licenses, copyrights and proprietary _____________ Wachovia Bank, Na – free and clear of, to the best of such counsel's knowledge, any security interests, pledges, liens or encumbrances except for security interests, pledges, liens or encumbrances in favor of Wachovia Bank, Na tional Association or as described in the Prospectus; (iv) the authorized capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" as of the _____________ dt 1386334 ; Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Underwriting Agreement: Sullivan & Cromwell – the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(o) or 8(p) hereof, will be delivered at the offices of Sullivan & Cromwell LLP, 1701 Pennsylvania Avenue, NW, Washington, DC, (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be _____________ Sullivan & Cromwell – have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) Sullivan & Cromwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, with respect to the incorporation of the Company, the validity _____________ dt 1341506
$32	Preview Full Doc	2005	Promissory Note and Security Agreement Promissory Note and Security Agreement (38K) Doc #1579436: Click preview link for longer preview. 10.5 $3,920,000 promissory note and security agreement between Champion Industries, Inc. and United Bank, Inc. dated as of October 26, 2004. UNITED BANK WEST VIRGINIA’S BANK LOAN NUMBER 5112131-9001 LOAN NAME Champion Industries, Inc. ACCT. NUMBER 5112131 NOTE DATE 10/26/04 INITIALS LJP NOTE AMOUNT $3,920,000.00 INDEX (w/Margin) Wall Street Journal Prime RATE 4.750% MATURITY DATE 10/26/08 LOAN PURPOSE Commercial Creditor Use Only PROMISSORY NOTE AND SECURITY AGREEMENT (Commercial - Single Advance - Variable Rate) DATE AND PARTIES. The date of . . . 1579436	Cadmus Communications Cadmus Communications Corp ;	Champion Industries, Inc. Champion Industries, Inc. ( Printing Services ) As referenced in this Promissory Note and Security Agreement: CHAMPION INDUSTRIES INC – CHAMPION INDUSTRIES INC EX-10.5 6 exhibit105.htm EX-10.5 $3,920,000 PROMISSORY NOTE AND SECURITY AGREEMENT BETWEEN CHAMPION INDUSTRIES, INC. AND UNITED BANK, INC. DATED AS OF OCTOBER _____________ CHAMPION INDUSTRIES, INC – CHAMPION INDUSTRIES INC EX-10.5 6 exhibit105.htm EX-10.5 $3,920,000 PROMISSORY NOTE AND SECURITY AGREEMENT BETWEEN CHAMPION INDUSTRIES, INC . AND UNITED BANK, INC. DATED AS OF OCTOBER 26, 2004 EXHIBIT 10.5 10.5 $3,920,000 promissory note and security agreement between Champion Industries, Inc. and United _____________ Champion Industries, Inc – SECURITY AGREEMENT BETWEEN CHAMPION INDUSTRIES, INC. AND UNITED BANK, INC. DATED AS OF OCTOBER 26, 2004 EXHIBIT 10.5 10.5 $3,920,000 promissory note and security agreement between Champion Industries, Inc . and United Bank, Inc. dated as of October 26, 2004. UNITED BANK WEST VIRGINIA’S BANK LOAN NUMBER 5112131-9001 LOAN NAME Champion Industries, Inc. ACCT. NUMBER 5112131 _____________ Champion Industries, Inc – and security agreement between Champion Industries, Inc. and United Bank, Inc. dated as of October 26, 2004. UNITED BANK WEST VIRGINIA’S BANK LOAN NUMBER 5112131-9001 LOAN NAME Champion Industries, Inc . ACCT. NUMBER 5112131 NOTE DATE 10/26/04 INITIALS LJP NOTE AMOUNT $3,920,000.00 INDEX (w/Margin) Wall Street Journal Prime RATE 4.750% MATURITY DATE 10/ _____________ CHAMPION INDUSTRIES, INC – Security Agreement {Loan Agreement) is October 26, 2004. The parties and their addresses are: LENDER: UNITED BANK. INC. 2889 Third Avenue Huntington, West Virginia 25702 Telephone: (304) 525-5115 BORROWER: CHAMPION INDUSTRIES, INC . a West Virginia Corporation P O Box 4040 Huntington, West Virginia 25729 1. DEFINITIONS. As used in this Loan Agreement, the terms have the following meanings: A. Pronouns. The _____________ dt 1353170
$32	Preview Full Doc	2002	Term Note Term Note (3K) Doc #1599669: Click preview link for longer preview. TERM NOTE $ 60,000 December 20, 2001 Neenah, Wisconsin FOR VALUE RECEIVED, Joe Baksha, an Illinois resident individual ( . . . 1599669	Outlook Group Outlook Group Corp ;	Outlook Group Corp.