{"id":43737,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subscription-agreement-estate-of-bernice-pauahi-bishop-pauahi2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subscription-agreement-estate-of-bernice-pauahi-bishop-pauahi2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/subscription-agreement-estate-of-bernice-pauahi-bishop-pauahi2.html","title":{"rendered":"Subscription Agreement &#8211; Estate of Bernice Pauahi Bishop, Pauahi Holdings Corp., Royal Hawaiian Shopping Center Inc. and Goldman Sachs Group LP"},"content":{"rendered":"<pre>\n                             SUBSCRIPTION AGREEMENT\n\n            SUBSCRIPTION AGREEMENT, dated as of November 21, 1994 ('Agreement'),\namong the Trustees of the Estate of Bernice Pauahi Bishop, a private educational\ncharitable trust organized under the laws of the State of Hawaii ('KS\/BE'),\nPauahi Holdings Corporation, a Hawaii corporation ('Knight's Parent'), and Royal\nHawaiian Shopping Center, Inc., a corporation organized under the laws of Hawaii\nand an indirect wholly-owned subsidiary of KS\/BE ('Knight'), on the one hand,\nand The Goldman Sachs Group, L.P., a limited partnership organized under the\nlaws of the State of Delaware (the 'Partnership'), on the other hand.\n\n            The parties agree as follows:\n\n            1. Definitions.\n\n            Capitalized terms used in this Agreement which are defined in the\nKnight Partnership Provisions referred to in Section 2 below have the respective\nmeanings set forth in such Knight Partnership Provisions.\n\n            For purposes of this Agreement, 'subsidiary' includes any\npartnership the controlling general partner of which is the Partnership or any\nsubsidiary thereof or the general partners of the Partnership (including a\nsubsidiary by virtue of this definition).\n\n            2. Subscription and Sale.\n\n            Subject to the satisfaction (or waiver) of the conditions set forth\nin Sections 4 and 5 below, KS\/BE, Knight's Parent, Knight and the Partnership\nagree as follows: on the Closing Date (as defined in Section 3(a) below), Knight\nshall purchase from the Partnership for a purchase price (the 'Purchase Price')\nof Two Hundred Fifty Million Dollars (U.S. $250,000,000) a Part P limited\npartnership interest in the Partnership with Part P Actual\n\nCapital equal to $250 million, such limited partnership interest (the\n'Partnership Interest') to have the terms and conditions set forth in Article\nVII to the Memorandum of Agreement referred to in Section 3(b) below (such terms\nand conditions being referred to herein as the 'Knight Partnership Provisions'),\nand the Partnership shall sell the Partnership Interest to Knight. The\nPartnership Interest is subject to adjustment following the Closing Date as set\nforth in the Knight Partnership Provisions.\n\n            3. Closing and Closing Date.\n\n            (a) The consummation of the purchase and sale of the Partnership\nInterest shall be effective as of the date hereof (the 'Closing'). The date for\nexecution and delivery of the agreements or other instruments referred to in\nthis Section 3 (unless previously executed and delivered) and for delivery of\nthe Purchase Price (the 'Closing Date') will occur on November 21, 1994 or on\nsuch other date thereafter as may be contemplated by Section 11 hereof as the\nPartnership shall elect upon not less than two business days' prior notice,\ngiven orally or in writing, to KS\/BE (unless KS\/BE consents, orally or in\nwriting, to waiver of or shorter notice).\n\n            (b) Knight shall, on or prior to the Closing Date, execute and\ndeliver a Memorandum of Agreement of the Partnership, including Article VII,\namended and restated as of November 27, 1992, as further amended through\nNovember 26, 1993 and as further amended and effective as of the Closing (the\n'Memorandum of Agreement').\n\n            (c) On the Closing Date, Knight shall deliver the Purchase Price in\nimmediately available funds to the Partnership by wire transfer to an account in\nNew York City designated by the Partnership.\n\n\n                                       -2-\n\n            (d) On the Closing Date, each of KS\/BE and Knight's Parent shall\nexecute and deliver to the Partnership the irrevocable proxy provided for in\nSection 10(c) hereof. On the Closing Date, Knight shall execute and deliver to\nthe Partnership its irrevocable proxy\/power-of-attorney and proxy provided for\nin Sections 9(c) and 10(c) hereof, respectively.\n\n            (e) On the Closing Date, the Partnership and Knight shall execute\nand deliver Amendment No. 1 (the 'Amendment to the Registration Rights\nAgreement') to the Registration Rights Agreement appearing as Annex 5 hereto (as\nso amended, the 'Registration Rights Agreement').\n\n            4. Conditions to Knight's Obligations.\n\n            Knight's obligation to purchase the Partnership Interest is subject\nto, in its discretion, the satisfaction in all material respects of the\ncondition that the Partnership shall have performed on or prior to the Closing\nDate all its obligations hereunder to be performed on or prior to the Closing\nDate, and the satisfaction in all material respects as of the Closing Date of\nthe following additional conditions:\n\n            (i) any inaccuracy as of the Closing Date in the Partnership's\n      representations and warranties set forth in Sections 6(d) and 6(e) hereof\n      would not have or result in a material adverse impact on the business or\n      financial condition of KS\/BE and its subsidiaries taken as a whole and\n      would not adversely affect the Partnership Interest;\n\n            (ii) since the date of this Agreement to and including the Closing\n      Date, the consummation of such transactions shall not have become\n      prohibited under the laws of the United States to which KS\/BE or its\n      subsidiaries are subject; and\n\n            (iii) Sullivan &amp; Cromwell, counsel to the Partnership, shall have\n      delivered their written opinion, dated the Closing Date, to KS\/BE,\n      Knight's Parent and Knight to the effect set forth in Annex 1 hereto.\n\n\n                                       -3-\n\n            5. Conditions to the Partnership's Obligation.\n\n            The Partnership's obligation to sell the Partnership Interest is\nsubject to, in the Partnership's discretion, the satisfaction in all material\nrespects as of the Closing Date of the following conditions:\n\n            (i) any inaccuracy as of the Closing Date in the representations and\n      warranties set forth in Sections 7(a) and 7(b) hereof would not have or\n      result in the imposition of limitations or restrictions on the business or\n      operations of the Partnership or its subsidiaries which are unacceptable\n      to the Partnership and would not adversely affect the Partnership Interest\n      (from the Partnership's viewpoint);\n\n            (ii) since the date of this Agreement to and including the Closing\n      Date, the consummation of such transactions shall not have become\n      prohibited under the laws of the United States to which the Partnership\n      is subject; and\n\n            (iii) Nathan T.K. Aipa, Esq., counsel to KS\/BE, Knight's Parent and\n      Knight, shall have delivered his written opinion, dated the Closing Date,\n      to the Partnership to the effect of Annex 2 hereto.\n\n            6. Representations, Warranties and Agreements of the Partnership.\n\n            The Partnership represents, warrants and agrees as of the date\nhereof that:\n\n            (a) Good Standing. The Partnership is a partnership formed and\nvalidly existing under the Revised Uniform Limited Partnership Act of the State\nof Delaware and has all requisite power and authority under such law to own its\nproperty and to carry on its business as now being conducted. Goldman, Sachs &amp; Co. is a partnership formed and validly existing under the Partnership Law of\nthe State of New York and has all requisite power and authority under such law\nto own its property and to carry on its business as now being conducted.\n\n            (b) Qualification. With such exceptions as do not in the aggregate\nmaterially adversely affect their respective businesses, the Partnership and\nGoldman, Sachs &amp; Co. have all permits, licenses and approvals necessary to\n\n\n                                       -4-\n\ncarry on their respective businesses as presently conducted as required by law\nor the rules of the Securities and Exchange Commission, the National Association\nof Securities Dealers, Inc. and each other association, corporation or\ngovernmental agency having appropriate authority.\n\n            (c) Stock Exchange Membership, etc. Goldman, Sachs &amp; Co. is a member\norganization in good standing of the New York Stock Exchange, Inc. and the\nNational Association of Securities Dealers, Inc.\n\n            (d) Regulatory Approvals. No filings, notifications, consents,\napprovals, authorizations or orders are required to be made with or secured from\ngovernmental or regulatory or judicial authorities by the Partnership (or any\nsubsidiary thereof) in order to consummate the transactions contemplated by\nSection 2 hereof.\n\n            (e) Power and Authority. The Partnership has full power and\nauthority to enter into this Agreement and the Amendment to the Registration\nRights Agreement, to sell the Partnership Interest and to perform the other\nobligations provided for herein and in the Amendment to the Registration Rights\nAgreement, all of which have been duly authorized by all proper and necessary\naction.\n\n            (f) Binding Agreements. This Agreement constitutes, and when\nexecuted and delivered in accordance herewith the Amendment to the Registration\nRights Agreement will constitute, a valid and binding agreement of the\nPartnership. When executed and delivered by Knight, the Memorandum of Agreement\nwill constitute a valid and binding agreement of the other partners continuing\nas partners of the Partnership as of the Closing.\n\n            (g) Litigation. As of the date of this Agreement, there are no\nproceedings or investigations pending or, so far as the Partnership knows,\nthreatened before any court, arbitrator or governmental or administrative\nauthority, instrumentality or agency which, in any one case or in the aggregate,\ncould reasonably be expected to have a material adverse effect on the business,\noperations, properties, assets, or condition, financial or otherwise, of the\nPartnership and its subsidiaries, taken as a whole, or which could affect the\nexecution, delivery and performance of this Agreement, the Amendment to the\nRegistration Rights Agreement or the Memorandum of Agreement.\n\n            (h) Legality. As of the date of this Agreement, the consummation of\nthe purchase and sale of the Partnership Interest are not prohibited under the\nlaws of the United\n\n\n                                       -5-\n\nStates to which the Partnership or its subsidiaries are subject.\n\n            (i) No Conflicts. There is no order or judgment and no provision of\nany mortgage, indenture, contract or agreement binding on the Partnership or\naffecting its property which would conflict with or prevent the execution,\ndelivery or performance of this Agreement, the Amendment to the Registration\nRights Agreement or the Memorandum of Agreement (including Article VII thereof),\nand no consents or waivers of parties to any such mortgage, indenture, contract\nor agreement (including the Memorandum of Agreement) are required for the\nPartnership's execution, delivery or performance of this Agreement, the\nAmendment to the Registration Rights Agreement or the Memorandum of Agreement\n(including Article VII thereof), other than those which have been obtained.\n\n            (j) Financial Statements. The Partnership has furnished to KS\/BE and\nKnight consolidated statements of financial condition of the Partnership as of\nNovember 26, 1993 and as of the end of each of the two preceding fiscal years,\nand consolidated statements of income and changes in partnership capital for the\nthree fiscal years then ended, certified by Coopers &amp; Lybrand, together with a\nconsolidated statement of income for the nine-month fiscal period ended August\n26, 1994. All such financial statements are complete and correct, have been\nprepared in accordance with generally accepted accounting principles applied on\na consistent basis, except as may be specified therein, and present fairly the\nconsolidated financial condition of the Partnership as of the respective dates\nspecified therein, and the consolidated results of the operations of the\nPartnership for the periods specified therein. As of the date hereof, there has\nbeen no material adverse change since August 26, 1994 involving the business,\nprospects or financial condition of the Partnership.\n\n            (k) Profit Plans. For the purposes of Section 12(b) of the Goldman\nSachs Profit Participation Plans and Similar Plans, no general partner of the\nPartnership constitutes a 'Protected Partner' of the Partnership.\n\n            (l) SBCM. All material terms of the investment of Sumitomo Bank\nCapital Markets, Inc. ('SBCM') in the Partnership and Goldman, Sachs &amp; Co. are\nas set forth in (i) the Memorandum of Agreement (as amended through the date\nhereof), (ii) the Amended and Restated Memorandum of Agreement of Goldman, Sachs\n&amp; Co., (iii) the Amended and Restated Subscription Agreement, dated as of March\n28, 1989, among The Sumitomo Bank Limited, SBCM, Goldman, Sachs &amp; Co.\n\n\n                                       -6-\n\nand the Partnership, and (iv) the Letter Agreement, dated as of December 6,\n1991, between SBCM and the Partnership.\n\n            7. Representations, Warranties and Agreements of KS\/BE, Knight's\n               Parent and Knight.\n\n            KS\/BE, Knight's Parent and Knight each represents, warrants and\nagrees as of the date hereof that:\n\n            (a) Regulatory Approvals. There are no filings, notifications,\nconsents, approvals, authorizations or orders which KS\/BE, Knight's Parent or\nKnight (or any of their respective subsidiaries) is required to make with or\nsecure from governmental, regulatory or judicial authorities in order to\nconsummate the transactions contemplated by Section 2 hereof.\n\n            (b) Power and Authority. Each of KS\/BE, Knight's Parent and Knight\nhas full power and authority to enter into this Agreement; Knight has full power\nand authority to purchase the Partnership Interest, to enter into the Amendment\nto the Registration Rights Agreement and to grant the irrevocable\nproxy\/power-of-attorney and proxy referred to in Sections 9(c) and 10(c) hereof,\nrespectively; KS\/BE and Knight's Parent each have full power and authority to\ngrant the irrevocable proxy referred to in Section 10(c) hereof; and each of\nKS\/BE, Knight's Parent and Knight has full power and authority to perform the\nobligations provided for herein and, in the case of Knight, in the Amendment to\nthe Registration Rights Agreement, all of which have been duly authorized by all\nproper and necessary corporate or other action.\n\n            (c) Binding Agreements. This Agreement constitutes a valid and\nbinding agreement of KS\/BE, Knight's Parent and Knight. Each proxy and\nproxy\/power-of-attorney delivered pursuant to this Agreement, whether by KS\/BE,\nKnight's Parent or Knight, shall be valid and binding, shall be irrevocable and\nshall not be terminable by operation of law, dissolution or bankruptcy of KS\/BE,\nKnight's Parent or Knight or for any other reason (provided, however, that upon\na transfer permitted by this Agreement by KS\/BE, Knight's Parent or Knight of\nshares or other securities that are the subject of such proxy or\nproxy\/power-of-attorney to a third party, such proxy or proxy\/power-of-attorney\nshall terminate with respect to the shares or securities that are so\ntransferred). Each such irrevocable proxy and proxy\/power-of-attorney shall be\nenforceable according to its terms. When executed and delivered by Knight, the\nMemorandum of Agreement and the Amendment to the Registration Rights Agreement\n\n\n                                       -7-\n\nwill each constitute a valid and binding agreement of Knight.\n\n            (d) Litigation. As of the date of this Agreement, there are no\nproceedings or investigations pending or, so far as each of KS\/BE, Knight's\nParent and Knight knows, threatened before any court, arbitrator or governmental\nor administrative authority, instrumentality or agency which could affect the\nexecution, delivery and performance of this Agreement, the Amendment to the\nRegistration Rights Agreement or the proxy\/power of attorney and proxy referred\nto in Sections 9(c) and 10(c) hereof by KS\/BE, Knight's Parent or Knight, as\napplicable.\n\n            (e) Legality. As of the date of this Agreement, the consummation of\nthe purchase and sale of the Partnership Interest, and the granting of the\nproxy\/power of attorney and proxy referred to in Section 9(c) and 10(c) hereof,\nare not prohibited under the laws of the United States to which KS\/BE, Knight's\nParent or Knight or their subsidiaries are subject.\n\n            (f) No Conflicts. There is no order or judgment, no provision of the\ncertificate of incorporation of Knight or Knight's Parent or the constituent\ndocuments of KS\/BE and no provision of any mortgage, indenture, contract or\nagreement binding on KS\/BE, Knight's Parent or Knight or affecting their\nproperty which would conflict with or prevent the execution, delivery or\nperformance of this Agreement or the Amendment to the Registration Rights\nAgreement, or the granting of the proxy\/power of attorney and proxy referred to\nin Sections 9(c) and 10(c) hereof, and no consents or waivers of parties to any\nsuch mortgage, indenture, contract or agreement are required for KS\/BE's,\nKnight's Parent's or Knight's execution, delivery or performance of this\nAgreement or the Amendment to the Registration Rights Agreement, or the granting\nof the proxy\/power of attorney and proxy referred to in Sections 9(c) and 10(c)\nhereof.\n\n            (g) 1940 Act. Knight is not, and will not as a result of the\nconsummation of the transactions contemplated hereby and by the Knight\nPartnership Provisions become, an 'investment company' as such term is defined\nin the Investment Company Act of 1940, as amended, and each of KS\/BE, Knight's\nParent and Knight covenant and agree to operate the business of Knight or any\nsuccessor or assignee of Knight permitted by Section 15 hereof and Section 12 of\nthe Knight Partnership Provisions so as not to cause Knight or any such entity,\nas applicable, to become an 'investment company' at any time during the term\nhereof.\n\n\n                                       -8-\n\n            8. Certain Agreements.\n\n            (a) The Tax Matters Partner referred to in paragraph 11(g) of\nArticle I of the Memorandum of Agreement shall periodically notify and consult\nwith Knight during any administrative or judicial proceeding with respect to the\ndetermination of the taxable income of the Partnership. Notwithstanding the\nforegoing, the Tax Matters Partner shall have complete control of such\nadministrative or judicial proceeding and, to the extent permitted by the\nInternal Revenue Code and other applicable laws, Knight agrees to file all tax\nreturns consistently with the Partnership and to waive its rights to participate\nin any administrative or judicial proceeding with respect to the determination\nof the Partnership's taxable income.\n\n            (b) Upon request of Knight, the Partnership shall consider taking\nactions to reduce Knight's tax liabilities; provided, however, the Partnership\nneed not consider actions which would in the Partnership's sole judgment in any\nway adversely affect the Partnership, any general partner or any other limited\npartner.\n\n            (c) Upon Knight's request, the Partnership shall provide Knight with\n(i) schedules showing the determination of the capital accounts of Knight's\nPartnership Interest and its Actual and Imputed Share (and the Partnership shall\nmake appropriate persons available to provide Knight an explanation of, and to\ndiscuss with Knight the contents of, such schedules), (ii) annual audited\nconsolidated financial statements of Goldman, Sachs &amp; Co., and (iii) interim\nquarterly consolidated statements of income of the Partnership, as available.\n\n            (d) The Partnership agrees that, in the event KS\/BE, Knight's Parent\nor Knight incurs any expenses or liabilities as a result of the operation of\nSection 9 of\n\n\n                                       -9-\n\neither Article III or Article V or the last paragraph of paragraph 6 of Article\nI of the Memorandum of Agreement (other than liabilities expressly assumed by\nKS\/BE, Knight's Parent or Knight pursuant to such provisions), the Partnership\nwill indemnify and hold harmless KS\/BE, Knight's Parent and Knight, as the case\nmay be, against all such expenses (including reasonable fees and disbursements\nof counsel).\n\n            (e) Notwithstanding any provision of the Memorandum of Agreement,\n(i) none of KS\/BE, Knight's Parent or Knight shall, as a result of the entering\ninto this Agreement, the Knight Partnership Provisions or the Amendment to the\nRegistration Rights Agreement, or the consummation of the transactions\ncontemplated hereby or thereby, be prevented from competing, directly or\nindirectly, with the Partnership, or any Firm or any Successor Partnership or\nSuccessor Business (as each such term is defined in the Memorandum of\nAgreement), (ii) KS\/BE, Knight's Parent and Knight each hereby authorize the\nManagement Committee of the Partnership to implement any Plan adopted and\napproved in accordance with paragraph 15 of Article I of the Memorandum of\nAgreement, and each irrevocably waives for itself and its successors and assigns\nany right to contest the terms of any Plan adopted in accordance with said\nparagraph 15, whether on grounds of unequal or disparate treatment,\ninconsistency or conflict with the terms and provisions of the Memorandum of\nAgreement, unfairness or any other reason, provided, in each case, that such\nPlan is not inconsistent with Section 5 or 6(c), as the case may be, of the\nKnight Partnership Provisions, and (iii) Knight shall be entitled to give\nnotices under the Memorandum of Agreement in the manner provided in this\nAgreement in respect of notices required\n\n\n                                      -10-\n\nunder the Memorandum of Agreement to be given to the Partnership.\n\n            9. Absence of Control or Controlling Influence; Absence of\n               Restrictions; Proxy\/Power-of-Attorney.\n\n            (a) Notwithstanding any provisions of this Agreement, the Memorandum\nof Agreement, any other agreements contemplated hereby or otherwise, KS\/BE,\nKnight's Parent and Knight each agree that it does not have, and that it will\nnot exercise or attempt to exercise and will prevent any successor thereof or\nany direct or indirect subsidiary thereof from exercising or attempting to\nexercise, by any action or omission to act, by virtue of any provision of this\nAgreement, the Memorandum of Agreement, any other agreements contemplated\nhereby, any requirement of law or otherwise, any control or controlling\ninfluence over the management, policies or affairs of the Partnership, the\nCompany, any successor or successors to the Partnership or the Company (other\nthan a successor pursuant to Section 6(c) of the Knight Partnership Provisions)\nor any direct or indirect subsidiary of the Partnership, the Company or any such\nsuccessor (each such entity being referred to in this Section 9 as a 'Goldman\nEntity'). The foregoing agreement shall extend, without limitation, to: (i) the\nmanagement of any Goldman Entity; (ii) the business affairs of any Goldman\nEntity; (iii) the financial, accounting or tax affairs of any Goldman Entity;\n(iv) any matters relating to partnership interests in or securities of a Goldman\nEntity, including, without limitation, the admission, withdrawal or retirement\nof general or limited partners or the election or retirement of managing\ndirectors or the issuance, payment, redemption or repurchase of debt or equity\nsecurities; (v) partner, managing director and employee affairs, including,\nwithout limitation, the hiring and termination of employees, part-\n\n\n                                      -11-\n\nner, managing director and employee compensation, partner, managing director and\nemployee benefit arrangements and partner, managing director and employee\nretirement arrangements; and (vi) acquisitions by a Goldman Entity of all or\npart of any other entity, dispositions by a Goldman Entity of all or any part of\na Goldman Entity, combination by a Goldman Entity with any other entity,\nincorporation of all or any part of a Goldman Entity, or liquidation of all or\nany part of the business of a Goldman Entity, it being understood that the\nforegoing shall not constitute a waiver by KS\/BE, Knight's Parent or Knight of\nany terms or provisions of this Agreement or of the Knight Partnership\nProvisions or the Incidental Partnership Provisions, and that, in any event,\nKnight shall be treated equally with respect to its Part P Interest in relation\nto the general partners and SBCM according to Knight's Part P Actual Share.\n\n            (b) Notwithstanding any provisions of this Agreement, the Memorandum\nof Agreement, any other agreements contemplated hereby or otherwise, each of\nKS\/BE, Knight's Parent and Knight agrees that there are not, and that it will\nnot impose or attempt to impose and will prevent any successor thereof or any\ndirect or indirect subsidiary thereof from imposing or attempting to impose, by\nany action or omission to act, by virtue of any provision of this Agreement, the\nMemorandum of Agreement, any other agreements contemplated hereby, or any\nrequirement of law or otherwise, any restrictions on matters relating to the\ncapital of any Goldman Entity. The foregoing agreement shall extend, without\nlimitation, to: (i) capital levels of, or increases to or withdrawals from\ncapital of, any Goldman Entity; (ii) the interest (or other return) paid on the\ncapital of limited partners (other than Knight) or, subject to Section 6(a) of\nArticle VI of the Memorandum of Agreement and the Partnership's agreement\npursuant to Section 6(a) of the Knight\n\n\n                                      -12-\n\nPartnership Provisions, of general partners of any Goldman Entity; or (iii) the\nissuance or retirement of (w) general partnership interests or limited\npartnership interests (other than Knight's limited partnership interests) of any\nGoldman Entity, or the capital stock held by managing directors or others of any\nGoldman Entity, (x) debt securities of any Goldman Entity, whether senior or\nsubordinated, short-or long-term, secured or unsecured, other than debt\nsecurities held by KS\/BE, Knight's Parent or Knight, (y) equity securities of\nany Goldman Entity or (z) options or warrants to acquire any securities of any\nGoldman Entity, it being understood that the foregoing shall not constitute a\nwaiver by KS\/BE, Knight's Parent or Knight of any terms or provisions of this\nAgreement or of the Knight Partnership Provisions or the Incidental Partnership\nProvisions, and that, in any event, Knight shall be treated equally with respect\nto its Part P Interest in relation to the general partners and SBCM according to\nKnight's Part P Actual Share.\n\n            (c) On the Closing Date, Knight shall deliver to the Partnership its\nirrevocable proxy\/power-of-attorney in the form set forth in Annex 3 hereto.\nKnight agrees, to the extent (if any) that such irrevocable\nproxy\/power-of-attorney is not enforceable under law, to provide its consent to\nany of the matters set forth therein and\/or to execute any of the amendments,\ndocuments or other instruments referred to therein promptly following written\ndemand by the Partnership.\n\n            10. Agreements in the Event of Incorporation of the Partnership.\n\n            (a) Investment Representations; Non-Transferability. Knight\nrepresents that its acquisition hereby or from time to time hereafter of any\nSecurities (as defined below) of the Company or any other Goldman Entity\npursuant to this\n\n\n                                      -13-\n\nAgreement or the Memorandum of Agreement is or shall be for investment purposes.\nExcept as provided in Section 10(b) below or in Section 10(b) of the\nSubscription Agreement, dated as of April 24, 1992, among KS\/BE, Knight's\nParent, Knight and the Partnership (the '1992 Subscription Agreement'), or as\ncontemplated by Section 15(d) below, by Section 15(d) of the 1992 Subscription\nAgreement, by Section 5(f) of Article VI of the Memorandum of Agreement or by\nSection 5(f) of the Knight Partnership Provisions, each of Knight, Knight's\nParent and KS\/BE agrees that it shall not sell, transfer, exchange, make any\nassignment of (including an assignment for the benefit of Knight's, Knight's\nParent's or KS\/BE's creditors or a transfer to a trustee) or receive for the\nbenefit of Knight's, Knight's Parent's or KS\/BE's creditors, give away, pledge,\nhypothecate or otherwise dispose of any Securities hereby or from time to time\nhereafter acquired by it, nor shall Knight, Knight's Parent or KS\/BE enter into\nany agreement as a result of which any person or entity will or could obtain any\ninterest in such Securities. For purposes of this Agreement, 'Securities' shall\nrefer to (i) any common stock issuable to Knight in exchange for its Part P\nActual Capital, and any preferred stock issuable to Knight in exchange for its\nPart Q Interest, in each case as contemplated by the Knight Partnership\nProvisions and any subscription rights for such common stock or preferred stock\ngranted pursuant hereto or thereto, (ii) any common stock issuable to Knight in\nexchange for its Part J Actual Capital (together with any common stock issuable\nto Knight in exchange for its Part P Actual Capital, any common stock which may\nbe issued in exchange therefor pursuant to Annex 7 hereof and any common stock\nwhich may be issued in exchange for common stock issuable in exchange for\nKnight's Part J Actual Capital pursuant to Annex 7 of the 1992 Subscription\n\n\n                                      -14-\n\nAgreement, 'Common Stock'), and any preferred stock issuable to Knight in\nexchange for its Part K Interest, in each case as contemplated by Article VI of\nthe Memorandum of Agreement and any subscription rights for such common stock or\npreferred stock granted thereto, (iii) any other securities issuable to Knight\npursuant to Section 5 of Article VI of the Memorandum of Agreement and Section 5\nof the Knight Partnership Provisions and (iv) any other securities of the\nCompany or any other Goldman Entity issuable to Knight pursuant to this\nAgreement, the 1992 Subscription Agreement, Article VI of the Memorandum of\nAgreement or the Knight Partnership Provisions. Any Securities issued shall be\nissued in registered form and, other than any Common Stock when disposed of to\nthe public, shall bear a legend in substantially the following form or such\nother form as KS\/BE and the Partnership (or the Company) may agree:\n\n      'THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND\n      ARE SUBJECT TO THE PROVISIONS OF EITHER A SUBSCRIPTION AGREEMENT, DATED\n      AS OF APRIL 24, 1992, OR A SUBSCRIPTION AGREEMENT, DATED AS OF NOVEMBER\n      21, 1994, AMONG ROYAL HAWAIIAN SHOPPING CENTER, INC., PAUAHI HOLDINGS\n      CORPORATION, THE TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP AND THE\n      GOLDMAN SACHS GROUP, L.P. NO HOLDER OF THIS CERTIFICATE OTHER THAN KNIGHT\n      SHALL BE ENTITLED TO ANY RIGHTS HEREUNDER AND, IF HELD BY ANY SUCH HOLDER,\n      THIS CERTIFICATE AND THE SECURITIES EVIDENCED HEREBY SHALL BE VOID AND BE\n      DEEMED CANCELLED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE\n      UNITED STATES SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY OTHER\n      JURISDICTION.'\n\n            (b) Disposition of Securities.\n\n            (i) Knight shall have the rights set forth in this Section 10(b) to\n      dispose from time to time of the Common Stock issuable to it pursuant to\n      the Knight\n\n\n                                      -15-\n\n      Partnership Provisions and Annex 7 hereto. Section 10(b) of the 1992\n      Subscription Agreement sets forth the rights of Knight to dispose from\n      time to time of the Common Stock issuable to it pursuant to Article VI of\n      the Memorandum of Agreement and Annex 7 to the 1992 Subscription\n      Agreement.\n\n            (ii) Except as otherwise provided in (iv) below or in Section 2(c)\n      of the Registration Rights Agreement, as amended, Knight may dispose of\n      Common Stock only after the date when the Company shall have become a\n      public company by the initial registration by the Company of its common\n      stock under the Securities Act of 1933 (the '1933 Act'). Any such\n      disposition may be made only (x) by means of a widely-dispersed\n      underwritten public offering in conformity with regulatory requirements\n      and guidelines applicable to KS\/BE, Knight's Parent and Knight and (y)\n      pursuant to the exercise of Knight's demand right or piggy-back rights as\n      set forth in the Registration Rights Agreement, as amended (which sets\n      forth procedures for public offerings whether or not registered under the\n      1933 Act). The successor to the broker-dealer business of the Partnership\n      (hereinafter referred to as the 'Company Broker-Dealer') shall be the\n      book-running managing underwriter of the underwriting syndicate.\n\n            (iii) In connection with any disposition of securities of the\n      Company by the Company, Knight, the Company's managing directors or\n      otherwise, Knight agrees that it shall be subject to the same customary\n      limitations on sales following consummation of such disposition as\n      managing directors of the Company agree to with the underwriters of such\n      securities and that it\n\n\n                                      -16-\n\n      will execute and deliver any agreement to such effect required by such\n      underwriters.\n\n            (iv) In addition to the demand right and piggy-back rights granted\n      pursuant to Section 10(b)(ii) hereof and the Registration Rights\n      Agreement, as amended, Knight shall be entitled, from and after the fifth\n      anniversary of the initial public offering by the Company of its common\n      stock, to sell its Common Stock in the manner and amounts permitted by\n      Rule 144(e) under the 1933 Act, or any similar successor provision,\n      provided, that in the case of any such sale the Company shall have\n      received an opinion of counsel to Knight acceptable to it that such sale\n      may be made without registration under the 1933 Act.\n\n            (c) Proxy and Voting Agreement.\n\n            (i) On the Closing Date, KS\/BE, Knight's Parent and Knight shall\n      each deliver to the Partnership its irrevocable proxy in the form set\n      forth in Annexes 4(a) and (b) hereto, respectively. KS\/BE, Knight's Parent\n      and Knight each further agree, to the extent (if any) that such\n      irrevocable proxy is not enforceable under law, to vote any securities of\n      the Company or any subsidiary of the Company held by it (whether acquired\n      pursuant to this Agreement or otherwise) in the manner provided in such\n      proxy. KS\/BE further agrees to cause any direct or indirect subsidiary\n      thereof (other than Knight's Parent or Knight) to vote any securities of\n      the Company or any subsidiary thereof that may be acquired by such\n      subsidiary of KS\/BE in the manner provided in KS\/BE's foregoing proxy.\n\n            (ii) Knight understands that time is of the essence in a public\n      offering, and if, in connection with any recapitalization in connection\n      with a public\n\n\n                                      -17-\n\n      offering, the Company wishes for any reason to modify the terms of\n      Knight's securities, Knight agrees to consider (without any obligation to\n      consent to) such modifications according to any reasonable time schedule\n      prescribed by the Company.\n\n            11. Delay in Closing Date; Adjustments.\n\n            In the event the Closing Date does not occur on or before November\n21, 1994, the Closing Date shall be automatically extended, subject to Section\n13 below, until the date when the conditions thereto are satisfied (or waived)\nand up to five business days thereafter, within which five business days the\nClosing Date shall occur. In the event of such extension, the parties shall\nmutually agree upon such adjustments to the terms hereof as shall be necessary\nor appropriate and shall use best efforts to have the Closing Date occur as soon\nas possible.\n\n            12. Confidentiality.\n\n            (a) Each party will keep confidential any and all information\nfurnished to it by another party or its representatives in connection with the\ntransactions contemplated by this Agreement, the Memorandum of Agreement and the\nother agreements referred to herein, except to the extent any such information\nis generally available to the public (other than as a result of a disclosure by\nsuch party or its representatives), and the parties will instruct their\nrespective partners, directors, officers, employees and other representatives\nhaving access to such information of such obligation of confidentiality. If this\nAgreement is terminated pursuant to Section 13(a) hereof, each party will return\nto the other all copies of material containing information disclosed to such\nparty by the other. At the time this Agreement is terminated pursuant to Section\n13(b) hereof or at the time immediately following an initial public offering\n\n\n                                      -18-\n\nregistered under the 1933 Act by the Company, the parties hereto shall return to\neach other copies of materials previously disclosed to the other through such\ntime as the parties shall agree at such time.\n\n            (b) Without limitation of the foregoing, KS\/BE, Knight's Parent and\nKnight each hereby specifically covenants and agrees that it shall not, in the\ncourse of making or securing filings, notifications, consents, approvals,\nauthorizations or orders with governmental or administrative agencies or bodies\nor courts for any reason following the date of this Agreement, disclose to any\nperson at any time any information (financial or other) concerning the\nPartnership which is not publicly disclosed, unless the Partnership otherwise\nconsents or unless pursuant to a court or administrative order or procedure.\n\n            (c) The parties agree that they will advise and confer with each\nother prior to the issuance of any report, statement, press release or other\nwritten statement identifying the other party or relating to the transactions\ncontemplated by this Agreement, the Memorandum of Agreement and the other\nagreements referred to herein and the implementation hereof and thereof. No\nreport, statement, press release or other written statement shall be\ndisseminated publicly or delivered to any other person without the specific,\nwritten consent of the other party, which consent may not be unreasonably\nwithheld, provided, however, that either party may deliver written statements to\nadministrative agencies or bodies or courts or trademark commissions, and\nprovided further, however, that the Partnership and KS\/BE may mutually agree\nupon guidelines for routine disclosures (i.e., references to the other in\nstockholder reports, brochures or other documents describing their respective\nbusinesses, etc.) pursuant to which the\n\n\n                                      -19-\n\ndisclosures covered by such guidelines may be made without specific or prior\napproval.\n\n            13. Termination.\n\n            This Agreement shall terminate:\n\n            (a) if the Closing Date does not occur on or before February 24,\n      1995 for any reason;\n\n            (b) on the date of payment of the distribution with respect to the\n      final year of a Withdrawal Period; or\n\n            (c) on the date of disposition by Knight or cancellation of the\n      Securities set forth in clause (i) or (ii), and, if such are equity\n      securities or exercisable, convertible or otherwise exchangeable in any\n      manner into equity securities, (iii) or (iv) of Section 10(a) hereof;\n\nprovided, however, that (i) the agreements set forth in Sections 12, 14 and\n15(b) (as such relates to Sections 12 and 14) hereof shall continue indefinitely\nand (ii) the agreements set forth in Section 10(c) shall continue for a period\nof five years from the date of the final disposition or cancellation of all\nSecurities set forth in (c) above.\n\n            14. Governing Law; Arbitration.\n\n            (a) This Agreement is being entered into and is intended to be\nperformed in the State of New York and will be construed and enforced in\naccordance with and governed by the laws of the State of New York.\n\n            (b) Any dispute, controversy or claim arising out of or relating to\nprovisions of this Agreement and each of the Annexes hereto shall be finally\nsettled by arbitration in accordance with the Arbitration Rules of the United\nNations Commission on International Trade Law ('UNCITRAL')\n\n\n                                      -20-\n\nin effect on the date of this Agreement. The number of arbitrators shall be\nthree and the Administering Authority shall be the American Arbitration\nAssociation. The tribunal shall adopt rules of procedure supplementary to the\nrules of UNCITRAL as it deems equitable under the circumstances. All direct\ncosts of an arbitration proceeding under this Section, including fees and\nexpenses of arbitration, shall be borne equally by the parties hereto. All other\ncosts, including counsel and witness fees, shall be borne by the party incurring\nthem. The place of arbitration shall be The City of New York. The arbitration\nshall be conducted in the English language. An award rendered by all or a\nmajority of the arbitrators shall be final and binding, and judgment may be\nentered upon it in any court having jurisdiction. In no event shall this\nsubsection be construed as conferring upon any court authority or jurisdiction\nto inquire into or review such award on its merits. The parties agree to exclude\nany right of application or appeal to the Federal, New York State and any other\ncourts in connection with any question of law or fact arising in the course of\nthe arbitration or with respect to any award made.\n\n            15. Ownership of Knight; KS\/BE Agreement with Respect to Knight;\n                Assignment.\n\n            (a) KS\/BE, Knight's Parent and Knight each agrees that Knight, and\nany assignee of Knight pursuant to Section 15(d) below (other than KS\/BE), will\nremain a wholly-owned subsidiary of KS\/BE or of another wholly-owned subsidiary\nof KS\/BE. Except as provided in Section 15(d) below, Section 15(d) of the 1992\nSubscription Agreement, Section 12 of Article VI of the Memorandum of Agreement\nand Section 12 of the Knight Partnership Provisions, none of KS\/BE, Knight's\nParent or Knight shall (i) have any right to sell, transfer, exchange, make any\nassignment of (including in assignment for the benefit of Knight's or KS\/BE's\n\n\n                                      -21-\n\ncreditors or a transfer to a trustee) or receive for the benefit of Knight's or\nKS\/BE's creditors, give away, pledge, hypothecate, or otherwise to dispose of\nany of Knight's interest in the Partnership or in the profits or assets thereof,\nor KS\/BE's interest, direct or indirect, in Knight, or (ii) have the right to\nenter into any agreement as a result of which any person or entity will or could\nobtain any interest in the Partnership or the Partnership Interest, or KS\/BE's\ninterest, direct or indirect, in Knight.\n\n            (b) KS\/BE, Knight's Parent and Knight each agrees that (i) the\nequity securities of Knight and Knight's Parent shall at all times during the\nterm hereof be owned, directly or indirectly, by KS\/BE, (ii) any securities of\nKnight or Knight's Parent other than common equity securities shall be either\n(x) non-recourse to Knight or Knight's Parent, or (y) guaranteed by, or\notherwise entitled to the credit support of, KS\/BE, and (iii) Knight's interest\nin the Partnership will not be used, directly or indirectly, as a means of\nobtaining financing for KS\/BE or any of its direct or indirect subsidiaries, and\nno representations specifically regarding the Partnership or the performance of\nthe Partnership Interest, nor any information regarding the Partnership or the\nPartnership Interest which is subject to Section 12(a) hereof, shall be provided\nin connection with any such financing.\n\n            (c) KS\/BE agrees that it shall cause Knight to perform all the\nobligations of Knight contained in this Agreement, the Memorandum of Agreement\nand the other agreements contemplated hereby and thereby.\n\n            (d) Each of KS\/BE, Knight's Parent and (except as provided in the\nnext sentence) Knight may not assign this Agreement or any of the other\nagreements contemplated hereby or by the Memorandum of Agreement to any party.\nWith the\n\n\n                                      -22-\n\nconsent of the Partnership (which shall not be unreasonably withheld), Knight or\nKnight's Parent may assign this Agreement to KS\/BE or another directly or\nindirectly wholly-owned subsidiary of KS\/BE organized under the laws of any\nUnited States jurisdiction, provided that KS\/BE or such subsidiary shall execute\nand deliver such amendments to, or documents or instruments of assumption of,\nthis Agreement, the Memorandum of Agreement and the other agreements\ncontemplated hereby and thereby (including the irrevocable proxies and\nproxy\/power-of-attorney) as are required by the Partnership so as to become a\nparty thereto successor to Knight or Knight's Parent, as the case may be, with\nall rights and obligations provided herein and therein. Such assignment shall\nrelease the assignor from its obligations hereunder. Any assignment made in\nviolation of this provision shall be null and void.\n\n            16. Survival of Agreement; Further Assurances.\n\n            (a) All terms and provisions of this Agreement shall survive\nexecution and delivery of this Agreement, the Closing Date and any investigation\nmade at any time by any party or on its behalf until terminated pursuant to\nSection 13 hereof; provided, however, that the representations and warranties of\nthe Partnership contained in Section 6 and of KS\/BE and Knight contained in\nSection 7 shall terminate on June 30, 1996.\n\n            (b) Each of KS\/BE, Knight and the Partnership agrees that, in the\nevent any of the consents, approvals, authorizations or orders secured in order\nto consummate the transactions contemplated hereby are threatened to be modified\nor revoked, each shall use its best efforts to prevent such modification or\nrevocation.\n\n\n                                      -23-\n\n            17. Registered Address; Notices.\n\n            All notices and other communications hereunder shall be in writing\nand shall be mailed by first class mail, postage prepaid, addressed (a) if to\nKS\/BE, Knight's Parent or Knight, at The Trustees of the Kamehameha\nSchools\/Bernice Pauahi Bishop Estate, P.O. Box 3466, 567 South King Street,\nSuite 200, Honolulu, Hawaii 96801, Attention: Nathan T.K. Aipa, General Counsel,\nor at such other address as KS\/BE, Knight's Parent or Knight shall furnish to\nthe Partnership in writing, or (b) if to the Partnership, at 85 Broad Street,\nNew York, New York 10004, Attention: Robert J. Katz, General Counsel, or at such\nother address as the Partnership shall have furnished to KS\/BE, Knight's Parent\nor Knight in writing.\n\n            18. Miscellaneous.\n\n            (a) For purposes of Clause (i) of the definition of 'General\nPartners' Capital' set forth in the Knight Partnership Provisions, those certain\ninvestments made by the Partnership and Affiliates (A) on or prior to November\n26, 1993 are set forth in Annex 8 hereto and (B) after November 26, 1993 and on\nor prior to November 25, 1994 will be set forth in a schedule to be prepared by\nthe Partnership that will be furnished to Knight on or before March 17, 1995.\n\n            (b) Annex 9 hereto contains a schedule setting forth the manner of\ndetermining certain calculations in respect of Knight's Actual Share.\n\n            (c) This Agreement will be binding upon and inure to the benefit of\nand be enforceable by the respective successors and assigns of the parties\nhereto (including, with respect to the Partnership, the Company). No recourse\nunder or upon any obligation of the Partnership contained in this Agreement\nshall be had against any current or future\n\n\n                                      -24-\n\npartner of the Partnership. This Agreement, together with the 1992 Subscription\nAgreement, embodies the entire agreement and understanding between KS\/BE, Knight\nand the Partnership and supersedes all prior agreements and understandings\nrelating to the subject matter hereof, whether written or oral. The headings in\nthis Agreement are for purposes of reference only and shall not limit or\notherwise affect the meaning thereof. This Agreement may be executed in any\nnumber of counterparts, each of which shall be an original, but all of which\ntogether shall constitute one instrument.\n\n\n                                      -25-\n\n            IN WITNESS WHEREOF, the parties hereto have executed and delivered\nthis Agreement as of the date first above written.\n\n\n                                    THE TRUSTEES OF THE ESTATE OF\n                                    BERNICE PAUAHI BISHOP\n\n\n                                    By: \/s\/ Lakelani Lindsey\n                                        ----------------------------------------\n\n\n                                    By: \/s\/ Myron B. Thompson\n                                        ----------------------------------------\n\n\n\n          [ILLEGIBLE]               By: \/s\/ [ILLEGIBLE]\n     --------------------               ----------------------------------------\n          Legal Group\n\n\n                                    ROYAL HAWAIIAN SHOPPING\n                                    CENTER, INC.\n\n\n                                    By: \/s\/ Richard [ILLEGIBLE]\n                                        ----------------------------------------\n                                        Title: President\n\n\n                                    By: \/s\/ [ILLEGIBLE]\n                                        ----------------------------------------\n                                        Title: Vice President - Finance\n\n\n                                    PAUAHI HOLDINGS CORPORATION\n\n\n                                    By: \/s\/ Richard [ILLEGIBLE]\n                                        ----------------------------------------\n                                        Title: President\n\n\n                                    By: \/s\/ [ILLEGIBLE]\n                                        ----------------------------------------\n                                        Title: Treasurer\n\n\n                                    THE GOLDMAN SACHS GROUP, L.P.\n\n\n                                    By:\n                                        ----------------------------------------\n                                       Title:\n\n\n                                      -26-\n\n            IN WITNESS WHEREOF, the parties hereto have executed and delivered\nthis Agreement as of the date first above written.\n\n\n                                    THE TRUSTEES OF THE ESTATE OF\n                                    BERNICE PAUAHI BISHOP\n\n\n                                    By:_________________________________________\n\n\n                                    By:_________________________________________\n\n\n                                    By:_________________________________________\n\n\n\n                                    ROYAL HAWAIIAN SHOPPING\n                                    CENTER, INC.\n\n\n                                    By:_________________________________________\n                                       Title:\n\n\n                                    By:_________________________________________\n                                       Title:\n\n\n\n                                    PAUAHI HOLDINGS CORPORATION\n\n\n                                    By:_________________________________________\n                                       Title:\n\n\n                                    By:_________________________________________\n                                       Title:\n\n\n\n                                    THE GOLDMAN SACHS GROUP, L.P.\n\n\n   \n                                    By: \/s\/ [ILLEGIBLE]\n    \n                                        ----------------------------------------\n                                        Title:\n\n\n                                      -26-\n\n                       Annex 5 to Subscription Agreement\n\n                               AMENDMENT NO. 1 TO\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n            AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of\nNovember 21, 1994 (the 'Amendment'), between Royal Hawaiian Shopping Center,\nInc. ('Knight'), a Hawaii corporation and an indirect wholly-owned subsidiary of\nThe Trustees of the Estate of Bernice Pauahi Bishop, a private educational\ncharitable trust organized under the laws of the State of Hawaii ('KS\/BE'), and\nThe Goldman Sachs Group, L.P., a limited partnership organized under the laws of\nDelaware (the 'Partnership').\n\n            WHEREAS, pursuant to a Subscription Agreement, dated as of April 24,\n1992, among KS\/BE, Pauahi Holdings Corporation, a Hawaii corporation ('Knight's\nParent'), Knight and the Partnership (the '1992 Subscription Agreement'), Knight\npurchased a limited partnership interest in the Partnership, as described in the\n1992 Subscription Agreement and in Article VI of the Memorandum of Agreement\namended and restated as of November 27, 1992, as further amended through\nNovember 26, 1993 and as of the date hereof, referred to in Section 2 of the\n1992 Subscription Agreement (the '1992 Knight Partnership Provisions');\n\n            WHEREAS, pursuant to Section 10(b) of the 1992 Subscription\nAgreement, the Partnership granted Knight certain registration rights with\nrespect to securities of the Partnership's corporate successor (the 'Company')\nin the event the Partnership incorporates and registers its common stock under\nthe Securities Act of 1933 (the 'Act' or the '1933 Act');\n\n            WHEREAS, Knight and the Partnership entered into a Registration\nRights Agreement, dated as of April 24, 1992, between Knight and the Partnership\n(the 'Registration Rights Agreement') relating to certain registration rights\nwith respect to securities of the Company in the event the Partnership\nincorporates and registers its common stock under the 1933 Act;\n\n            WHEREAS, pursuant to a Subscription Agreement, dated as of November\n21, 1994, among KS\/BE, Knight's Parent, Knight and the Partnership (the '1994\nSubscription Agreement'), Knight is purchasing as of the date hereof a limited\npartnership interest in the Partnership, as described in the 1994 Subscription\nAgreement and in the 'Knight Partnership Provisions' referred to in Section 2 of\n\nthe 1994 Subscription Agreement (the '1994 Knight Partnership Provisions');\n\n            WHEREAS, pursuant to Section 10(b) of the 1994 Subscription\nAgreement, the Partnership has granted Knight certain registration rights with\nrespect to securities of the Company in the event the Partnership incorporates\nand registers its common stock under the 1933 Act; and\n\n            WHEREAS, Knight and the Partnership have agreed to amend the\nRegistration Rights Agreement to provide for the certain registration rights\ngranted to Knight in the 1994 Subscription Agreement;\n\n            THEREFORE, the parties agree as follows:\n\n            1. Amendment to Section 1.\n\n            Section 1 of the Registration Rights Agreement, entitled\n'Definitions' shall be deleted in its entirety and the following shall be\nsubstituted therefor:\n\n                  '1. Definitions.\n\n                  As used in this Agreement, '1992 Subscription Agreement' shall\n      mean the Subscription Agreement, dated as of April 24, 1992, among KS\/BE,\n      Knight's Parent, Knight and the Partnership; '1994 Subscription Agreement'\n      shall mean the Subscription Agreement, dated as of November 21, 1994,\n      among KS\/BE, Knight's Parent, Knight and the Partnership; 'Common Stock'\n      shall mean any common stock of the Company issuable to Knight in exchange\n      for its Part J Actual Capital or its Part P Actual Capital; and the 'Act'\n      shall mean the Securities Act of 1933, as amended.\n\n                  The terms used in this Agreement which are defined in the 1992\n      Subscription Agreement or in the 'Knight Partnership Provisions' referred\n      to in Section 2 of the 1992 Subscription Agreement have the respective\n      meanings set forth therein. Any reference herein to the 'Subscription\n      Agreement' shall be deemed\n\n\n                                       -2-\n\n      to refer to the 1992 Subscription Agreement and the 1994 Subscription\n      Agreement, collectively, and any reference herein to 'Knight Partnership\n      Provisions' shall be deemed to refer to the Knight Partnership Provisions\n      referred to in Section 2 of the 1992 Subscription Agreement and the Knight\n      Partnership Provisions referred to in Section 2 of the 1994 Subscription\n      Agreement, collectively.'\n\n            2. Governing Law.\n               -------------\n\n            This Amendment is being entered into and is intended to be performed\nin the State of New York and will be construed and enforced in accordance with\nand governed by the laws of the State of New York.\n\n            3. Miscellaneous.\n               -------------\n\n            This Amendment will be binding upon and inure to the benefit of and\nbe enforceable by the respective successors and assigns of the parties hereto\n(including, with respect to the Partnership, the Company). No recourse under or\nupon any obligation of the Partnership contained in this Amendment shall be had\nagainst any current or future general partner of the Partnership. The headings\nin this Amendment are for purposes of reference only and shall not limit or\notherwise affect the meaning thereof. This Amendment may be executed in any\nnumber of counterparts, each of which shall be an original, but all of which\ntogether shall constitute one instrument.\n\n\n                                       -3-\n\n            IN WITNESS WHEREOF, the parties hereto have executed and delivered\nthis Amendment as of the date first above written.\n\n                                       ROYAL HAWAIIAN SHOPPING CENTER,\n                                               INC.\n                                   \n                                   \n                                       By:______________________________________\n                                          Title:\n                                   \n                                   \n                                       By:______________________________________\n                                          Title:\n                                   \n                                   \n                                       THE GOLDMAN SACHS, L.P.\n                                   \n                                   \n                                       By:______________________________________\n\n\n                                      -4-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9622,9627],"class_list":["post-43737","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43737","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43737"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43737"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43737"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43737"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}