Thomxx X. XXXXXXXXXX XX. ------------------------------
Thomxx X. XXXXXX --------------------------------- Notary Public
Thomxx X. Xxxxxx xxx guaranteed the obligations of Tathxx Xxxthers under the Standby Agreement and is obligated pursuant to such guarantee to perform prior to the Final Expiration Date the obligations of Tathxx Xxxthers described in clause
Thomxx X. Xxxxxxxxxxxx, xxunsel to the Company and the Guarantor, shall have furnished to the Representatives such counsel's written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
(i) Each of the Company and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Connecticut;
(ii) Each of Aetna Life Insurance Company and Aetna Life Insurance and Annuity Company has been duly incorporated and is validly existing as an insurance corporation in good standing under the laws of the State of Connecticut; Aetna U.S. Healthcare Inc. has been duly incorporated and is validly existing and in good standing under the laws of the State of Pennsylvania; all of the outstanding shares of capital stock of the Company, Aetna Life Insurance and Annuity Company and Aetna U.S. Healthcare Inc. have been duly authorized and validly issued and are fully paid and non-assessable, and (except for directors' qualifying shares, if any) are owned directly or indirectly by the Guarantor; and all of the outstanding shares of capital stock of Aetna Life Insurance Company (except for directors' qualifying shares, if any) are owned directly or indirectly by the Company;
(iii) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or threatened involving the Company or the Guarantor or any of their respective subsidiaries of a 15 character required to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus;
(iv) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company and the Guarantor;
(v) The Designated Securities have been duly authorized by the Company; assuming the due authentication of the Underwriters' Securities by the Trustee and payment of the purchase price therefor, the Underwriters' Securities have been duly issued, executed and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights gene...
Thomxx X. XXXXXX /s/ ---------------------------------- ------------------------------------ JAMEX X. XXXXXX /s/ ---------------------------------- ------------------------------------ THE THOMXX X. XXXXXX XXXOCABLE TRUST OF 1998 By: /s/ ---------------------------------- ------------------------------------ Thomxx X. Xxxxxx, Xxustee JAMEX X. XXXXXX XXXST - 1995 By: /s/ ---------------------------------- ------------------------------------ Jamex X. Xxxxxx, Xxustee BUYER: FINANCIAL PERFORMANCE CORPORATION By: /s/ ---------------------------------- ------------------------------------ Name: Title: -35- 36 SUBORDINATED CONVERTIBLE TERM PROMISSORY NOTE $3,750,000 U.S. January 11, 2001 New York, New York FOR VALUE RECEIVED, the undersigned, FINANCIAL PERFORMANCE CORPORATION, a New York corporation with a principal place of business located in New York, New York ("FPC"), hereby promises to pay to the order of The Thomxx X. Xxxxxx Xxxocable Trust of 1998 (the "Creditor"), at such address, or such other place or places as the holder hereof may designate in writing from time to time hereafter, the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000), together with interest as hereinafter provided, in lawful money of the United States of America. Interest on the outstanding principal balance of this Note shall accrue at the rate equal to the 90-day LIBOR rate as defined herein plus 150 basis points, per annum beginning on the date hereof. The interest rate shall be adjusted on and as of April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, to reflect any change in the 90-day LIBOR rate, as reported in The Wall Street Journal, plus 150 basis points. The initial interest rate shall be 6.92%, per annum. Interest shall be calculated and shall accrue daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. FPC shall pay to the holder of this Note accrued interest, in cash, in arrears, beginning on April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, until the obligations under this Note are paid in full. A single payment of the total outstanding principal balance plus all accrued and unpaid interest and other charges hereunder shall be due and payable on January 11, 2007 (the "Maturity Date"). FPC's obligations pursuant to this Note are and shall be subordinate to present and future indebte...
Thomxx X. Xxxxxxx ---------------------------------- WITHDRAWING ORIGINAL LIMITED PARTNERS Thomxx X. Xxxxxxx -------------------------- Kay X. Xxxxxxx -------------------------- Charxxx X. Xxxxxx, Xx. LIMITED PARTNER WNC Housing Tax Credit Fund VI, L.P.,Series 5 By: WNC & ASSOCIATES, INC. General Partner By: _________________ Davix X. Xxxxxx, Senior Vice President SPECIAL LIMITED PARTNER WNC HOUSING, L.P. By: WNC & Associates, Inc., General Partner By:_______________________ Davix X. Xxxxxx, Senior Vice President EXHIBIT A TO PARTNERSHIP AGREEMENT LEGAL DESCRIPTION Lot 2 amended plat, Hunters Run, plat 1 as recorded in map book 60, page 25 in the office of the Judge of Probate, Mobile County, Alabama. Excepting therefrom all oil, gas and other minerals in, on and under said real property, together with all rights in connection therewith, as have previously been reserved by or conveyed to others than the Grantors. The Grantor hereby warrants and declares that the above described property constitutes no part of the Grantor's homestead, and such property is not claimed or declared as homestead property. EXHIBIT B TO PARTNERSHIP AGREEMENT FORM OF LEGAL OPINION WNC Housing Tax Credit Fund VI, L.P. Series 5 c/o WNC & Associates, Inc. 3158 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 XX: Apartment Housing of Theoxxxx, XXD Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the investment by WNC Housing Tax Credit Fund VI, L.P. Series 5, a California limited partnership (the "Limited Partner") in Apartment Housing of Theodore, LTD (the "Partnership"), an Alabama limited partnership formed to own, develop, (construct/-rehabilitate) finance and operate an apartment complex for low-income persons (the "Apartment Complex") in Theodore, Mobile County, Alabama . The general partners of the Partnership are Apartment Developers, Inc. and Thomxx X. Xxxxxxx (xxe "General Partner(s)"). In rendering the opinions stated below, we have examined and relied upon the following:
Thomxx X. Xxx Xxxity Fund III, L.P. and its Affiliates shall, at any time prior to the date upon which Holdings, either Borrower or any Subsidiary to which assets shall be transferred as permitted by subsection 7.6(f) shall have completed an initial registered public offering of shares of its Capital Stock, (1) cease to own, directly or indirectly, shares of Capital Stock representing at least 20% of the equity interest in Holdings and (2) not have the power (whether or not exercised) to elect a majority of the Board of Directors of the Company or Holdings, or (ii) there shall occur any "Change in Control" as such term (or any comparable term) is defined in the indenture pursuant to which the High-Yield Debt shall be issued or (iii) Holdings shall, at any time subsequent to the Closing Date, cease to own 99% of the ownership interests in the Company; or
Thomxx X. X'Xxxxx Xxx 5, 2000 Page 2 Fee income paid or imputed to you will be reported by PNC using IRS Form 1099. As an independent contractor, you agree to be solely responsible to pay all federal, state and local taxes owed on such income, as well as for any related reporting and recordkeeping. In the event any taxes, penalties or interest are assessed against PNC as a consequence of any action taken by any governmental agency with respect to your consulting arrangement, you will be asked to assist PNC in its defense of such complaints or charges. PNC requires all independent contractors performing services on its behalf to maintain comprehensive general liability insurance of at least $1,000,000 per occurrence and automobile liability coverage of at least $500,000 per occurrence for any claims that may arise out of the services rendered under this Agreement. PNC will assist you in identifying and obtaining appropriate coverage. Because your services as a consultant are performed as an independent contractor and not as an employee of PNC, you understand and agree that you are not eligible to participate in any of PNC's employee benefit plans or programs, except those relating to health care continuation after termination of employment and to retirees. In the unlikely event your consulting arrangement is reclassified as PNC employment by any governmental agency or court, you agree that you will not seek to participate in any of PNC's employee benefit plans or programs as a result of such reclassification. You agree that you will not represent or hold yourself out as a PNC employee in the furtherance of your consulting duties, and that you will maintain the confidentiality of all confidential, proprietary and trade secret information to which you will have access as a consultant. Similarly, as a consultant to PNC you will be subject to the standards set forth in PNC's Code of Ethics, including the Insixxx Xxxxxxx Xxxicy. Subject to approval of the terms of this consulting arrangement by the Personnel and Compensation Committee of PNC's Board of Directors at its next regularly scheduled meeting, the term of this consulting arrangement will be one year, beginning May 1, 2000 and ending April 30, 2001. You or PNC may terminate the consulting arrangement at any time by providing at least thirty days written notice of the intent to do so. The consulting arrangement is made in Pennsylvania and its terms and conditions are governed, interpreted and enforced in accordance...
Thomxx X. Xxxxx, x New Shareholder, shall not be personally liable for monetary damages arising from a breach or violation of this Article 4 by any New Shareholder; provided, however, all other New Shareholders shall be jointly and severally liable for any and all losses or damages, direct or indirect, consequential or otherwise, arising from a breach or violation of this Article 4. Except as set forth above, Thomxx X. Xxxxx xxxll not in any way be released from the obligations of the New Shareholders hereunder.
Thomxx X. Xxxxxxx ---------------------------------------------- Address: 122 Xxxxxxx Xxxx Barrington Hills, IL 60010 John X. Xxxxxxxx /s/ John X. Xxxxxxxx ---------------------------------------------- Address: 358 Xxxxxxxx Xxxxxxxxx, XX 00000 Charxxx X. Xxxxx /s/ Charxxx X. Xxxxx ----------------------------------------------- Address: 1501 Xxxxxx Xxxxxx Evanston, IL 60201
