EXHIBIT 10.1
SUPPORT AGREEMENT
AGREEMENT, dated as of March 18, 1982, between THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation ("Prudential") and PRUDENTIAL
FUNDING CORPORATION, a New Jersey corporation ("Funding").
W I T N E S S E T H:
WHEREAS, Prudential owns all of the issued and outstanding capital stock
of PRUCO, INC. a New Jersey corporation, which in turn owns all of the issued
and outstanding capital stock of Funding; and
WHEREAS, Funding plans to incur indebtedness for money borrowed from time
to time from parties other than PRUCO or Prudential ("Debt") in order to enable
Funding to carry on its business; and
WHEREAS, Prudential and Funding desire to provide certain assurances to
holders of Debt with respect to the stock ownership and financial condition of
Funding; and
WHEREAS, Prudential plans to finance the borrowing requirements of
PruCapital, Inc., a Delaware corporation, PruLease, Inc., a Delaware
corporation, and, if so requested, other companies within the Prudential group;
and
WHEREAS, the corporate interests of Prudential will be furthered and the
value of its investments in its subsidiaries preserved and potentially enhanced
by its entering into this Support Agreement:
NOW THEREFORE, the parties agree as follows:
1. Stock Ownership of Funding. Prudential will directly (or indirectly through a
wholly-owned subsidiary of Prudential own and hold the entire legal title to and
beneficial interest in all outstanding shares of stock of Funding having the
power under ordinary circumstances to vote for the election of members of the
Board of Directors of Funding, and will not directly or indirectly pledge or in
any way encumber or otherwise dispose of any such shares of stock.
2. Maintenance of Consolidated Tangible Net Worth. Prudential will cause Funding
and its subsidiaries, if any, at all times to have a Consolidated Tangible Net
Worth of at least $1.00. "Consolidated Tangible Net Worth" shall mean, as of the
time of any determination thereof, the excess of (1) the sum of (i) the par
value (or value stated on the books of Funding) of the capital stock of all
classes of Funding, plus (or minus in the case of a surplus deficiency) (ii) the
amount of the consolidated surplus, whether capital or earned of Funding and its
subsidiaries, if any, plus (iii) the amount of outstanding Subordinated Debt,
over (2) all intangible assets of Funding and its subsidiaries, if any; all
determined in accordance with generally accepted accounting principles as in
effect on the date hereof. "Subordinated Debt" shall mean indebtedness of
Funding which is held by Prudential or one of its wholly-owned subsidiaries and
which is expressly and validly subordinated to all Debt of Funding from time to
time outstanding.
3. No Guaranty. This Agreement is not, and nothing herein contained and nothing
done pursuant hereto by Prudential shall be deemed to constitute, a direct or
indirect guaranty by Prudential of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of Funding or
its subsidiaries, if any.
4. Waiver. Prudential hereby waives any failure or delay on the part of Funding
in asserting or enforcing any of its rights or in making any claims or demands
hereunder.
5. Modification, Amendment and Termination. This Agreement may be modified or
amended in any way not less favorable to Funding (as determined by Prudential in
its sole and exclusive judgment exercised in good faith), and may be terminated
at any time by notice from one party to the other on not less than 90 days
written notice, except that if termination of this Agreement is necessary to
meet any legal or regulatory requirements applicable to Prudential, this
Agreement may be terminated immediately by Prudential upon written notice to
Funding. Notwithstanding any such termination, the obligations of Prudential
under paragraph 2 hereof shall remain in full force and effect until the
retirement of all Debt and of all indebtedness guaranteed by Funding outstanding
on the termination date unless the holders of all such Debt and indebtedness
shall have consented thereto in writing.
6. Successors. The agreements herein set forth shall be mutually binding upon,
and inure to the mutual benefit of, Prudential and Funding and their respective
successor.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By /s/ Xxxxxxx X. Xxxxx, Xx.
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Vice President
PRUDENTIAL FUNDING CORPORATION
By /s/ X.X. Xxxxx
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President
