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EXHIBIT F
AMENDMENT NO. 1
TO
PLEDGE AGREEMENT
This Amendment No. 1 (this "Amendment") to Pledge Agreement, dated as of
May 7, 1999 (the "Pledge Agreement"), is entered into as of the 10th day of
July, 2000 between The Goldman Sachs Group, Inc. ("GS Inc.") and the individual
whose name appears at the end of this Amendment ("Pledgor").
1. GS Inc. and the Pledgor agree that Section 1(b) of the Pledge
Agreement shall be amended from and after July 14, 2000, to add a new last
sentence as follows:
On July 14, 2000, there shall be released from the pledge created hereby,
such number of Pledged Shares such that the number of Pledged Shares that
remain pledged under this Agreement after such date shall be equal to the
amount of Liquidated Damages divided by $75. Any Pledged Shares so
released from the pledge hereunder will remain subject to the
Restrictions.
2. Except as provided in Section 1, the Pledge Agreement shall remain
in full force and effect and shall not be effected by this Amendment.
3. Capitalized terms that are used herein without definition shall
have the meaning ascribed thereto in the Pledge Agreement.
4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS, AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTIONS 9, 10 AND
11 OF THE NONCOMPETITION AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date first above written.
THE GOLDMAN SACHS GROUP, INC.
By:
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[Name of PLP]
By:
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Attorney-in-Fact
