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4(h)(1)
GUARANTY OF SENIOR NOTES
This GUARANTY is made as of the 11th day of June, 2001 by the
undersigned guarantors (each a "Guarantor" and collectively the "Guarantors") to
[NOTEHOLDER] ("Noteholder").
RECITALS
A. Pursuant to that certain Note Purchase Agreement dated as of
[October 1, 1994][August 1, 1996][March 25, 1997] (as amended or otherwise
modified from time to time, the "Note Purchase Agreement") by and among Credit
Acceptance Corporation, a Michigan corporation ("Company") and the Noteholder,
the Noteholder extended credit to the Company on the terms set forth in the Note
Purchase Agreement.
B. As a condition to excluding from the Company's "Total
Restricted Subsidiary Debt", as that term is defined in the Note Purchase
Agreement, the Debt of the Guarantors attributable to their guaranty of
obligations under the Amended and Restated Credit Acceptance Corporation Credit
Agreement, dated as of June 11, 2001, among Comerica Bank, as agent, and the
signatory banks thereunder (as amended or otherwise modified from time to time,
the "Credit Agreement") the Guarantors must provide to the Noteholder and each
other holder of the Company's senior notes, concurrently with the giving of the
guaranty under the Credit Agreement, an equal and ratable guaranty on
substantially similar terms.
C. Each of the Guarantors desires to see the success of the
Company and one another and, furthermore, has received and continues to receive
direct and/or indirect benefits from the extension of credit made pursuant to
the Note Purchase Agreement to the Company.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, the undersigned Guarantors, intending to be legally bound,
have executed and delivered this guaranty (as amended or otherwise modified from
time to time, "Guaranty").
1. Definitions. Unless otherwise provided herein, all capitalized
terms used in this Guaranty shall have the meanings specified in the Note
Purchase Agreement. The term "Noteholder" as used herein shall include any
successors or assigns of the Noteholder, in accordance with the Note Purchase
Agreement.
2. Guaranty. Each of the Guarantors hereby guarantees to the
Noteholder the due and punctual payment to the Noteholder when due, whether by
acceleration or otherwise, of all amounts, including, without limitation,
principal, interest (including interest accruing on or after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding by any Guarantor, whether or not a claim for post-filing or
post-petition interest is allowed in such a proceeding), and all other
liabilities and obligations of the Company, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter incurred, which may
arise under, out of, or in connection with:
(a) the Second Amended and Restated [10.37%] [9.49%] [9.27%]
Senior Notes due [November 1, 2001][July 1, 2001][October 1, 2001], as
such notes may be amended from time to time (the "Senior Notes");
(b) all other indebtedness of the Company under or in connection
with the Note Purchase Agreement, whether such indebtedness is now
existing or hereafter arising; and
(c) all extensions, renewals, restatements and amendments of or to
the Senior Notes or such other indebtedness, or any replacements or
substitutions therefor;
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whether on account of principal, interest, reimbursement obligations, fees,
indemnities, and reasonable costs and expenses (including without limitation,
all reasonable fees and disbursements of counsel to the Noteholder) or
otherwise, and hereby jointly and severally agrees that if Company shall fail to
pay any of such amounts when and as the same shall be due and payable, or shall
fail to perform and discharge any covenant, representation or warranty in
accordance with the terms of the Senior Notes or the Note Purchase Agreement
(subject, in each case, to any applicable periods of grace or cure), each of the
Guarantors will forthwith pay to the Noteholder an amount equal to any such
amount or cause Company to perform and discharge any such covenant,
representation or warranty, as the case may be, and will pay any and all damages
that may be incurred or suffered in consequence thereof by Noteholder and all
reasonable expenses, including reasonable attorneys' fees, that may be incurred
by Noteholder in enforcing such covenant, representation or warranty of Company
and in enforcing the covenants and agreements of this Guaranty.
3. Unconditional Character of Guaranty. The obligations of each
of the Guarantors under this Guaranty, to the full extent of their respective
guarantees of Indebtedness hereunder, shall be absolute and unconditional, and
shall be a guaranty of payment and not of collection, irrespective of the
validity, regularity or enforceability of the Senior Notes and the Note Purchase
Agreement or any provision thereof, the absence of any action to enforce the
same, any waiver or consent with respect to or any amendment of any provision
thereof, the recovery of any judgment against any Person or action to enforce
the same, any failure or delay in the enforcement of the obligations of Company
under the Senior Notes and the Note Purchase Agreement, or any setoff,
counterclaim, recoupment, limitation, defense or termination, whether with or
without notice to any Guarantor. Each of the Guarantors hereby waives diligence,
demand for payment, filing of claims with any court, any proceeding to enforce
any provision of the Senior Notes and the Note Purchase Agreement, any right to
require a proceeding first against Company, or against any other guarantor or
other party providing collateral, or to exhaust any security for the performance
of the obligations of Company, any protest, presentment, notice or demand
whatsoever, and Company hereby covenants that this Guaranty shall not be
terminated, discharged or released except, subject to Section 6.8 hereof, upon
final payment in full (subject to no revocation or rescission) of all amounts
due and to become due from Company, as and to the extent described above, and
only to the extent of any such payment, performance and discharge. Each of the
Guarantors further covenants that no security now or subsequently held for the
payment of the indebtedness evidenced by the Senior Notes, or for the payment of
any other indebtedness of Company to the Noteholder under the Senior Notes and
the Note Purchase Agreement, whether in the nature of a security interest,
pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or
otherwise, and no act, omission or other conduct of Noteholder in respect of
such security, shall affect in any manner whatsoever the unconditional
obligation of this Guaranty, and that the Noteholder, in its sole discretion and
without notice to Company, may release, exchange, enforce, apply the proceeds of
and otherwise deal with any such security without affecting in any manner the
unconditional obligation of this Guaranty.
Without limiting the generality of the foregoing, such obligations, and
the rights of the Noteholder to enforce the same, by proceedings, whether by
action at law, suit in equity or otherwise, shall not be in any way affected by
(i) any insolvency, bankruptcy, liquidation, reorganization, readjustment,
composition, dissolution, winding up or other proceeding involving or affecting
Company, or others, or (ii) any change in the ownership of any of the capital
stock of Company, or any other party providing collateral for any indebtedness
covered by this Guaranty, or any of their respective Affiliates.
Each of the Guarantors hereby waives to the fullest extent possible
under applicable law:
(a) any defense based upon the doctrine of marshalling of
assets or upon an election of remedies by Noteholder, including, without
limitation, an election to proceed by non-judicial rather than judicial
foreclosure, which destroys or otherwise impairs the subrogation rights of the
Guarantor or the right of the Guarantor to proceed against the Noteholder for
reimbursement, or both;
(b) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal;
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(c) any duty on the part of Noteholder to disclose to any
Guarantor any facts Noteholder may now or hereafter know about the Company,
regardless of whether Noteholder has reason to believe that any such facts
materially increase the risk beyond that which any such Guarantor intends to
assume or has reason to believe that such facts are unknown to such Guarantor or
has a reasonable opportunity to communicate such facts to such Guarantor, since
each of the Guarantors acknowledges that it is fully responsible for being and
keeping informed of the financial condition of Company and of all circumstances
bearing on the risk of non-payment of any indebtedness hereby guaranteed;
(d) any defense arising because of Noteholder's election, in
any proceeding instituted under the Federal Bankruptcy Code, of the application
of Section 1111(b)(2) of the Federal Bankruptcy Code;
(e) any claim for reimbursement, contribution, exoneration,
indemnity or subrogation, or any other similar claim, which any Guarantor may
have or obtain against the Company by reason of the existence of this Guaranty,
or by reason of the payment by any such Guarantor of any indebtedness or the
performance of this Guaranty or of the Senior Notes and the Note Purchase
Agreement, until the indebtedness has been repaid and discharged in full and no
commitment to extend any credit under the Note Purchase Agreement (whether
optional or obligatory) remains outstanding, and any amounts paid to any
Guarantor on account of any such claim at any time when the obligations of such
Guarantor under this Guaranty shall not have been fully and finally paid shall
be held by such Guarantor in trust for Noteholder, segregated from other funds
of such Guarantor, and forthwith upon receipt by such Guarantor shall be turned
over to Noteholder in the exact form received by such Guarantor (duly endorsed
to Noteholder by such Guarantor, if required), to be applied to such Guarantor's
obligations under this Guaranty, whether matured or unmatured, in such order and
manner as Noteholder may determine; and
(f) any other event or action (excluding compliance by each of
the Guarantors with the provisions hereof) that would result in the discharge by
operation of law or otherwise of the Guarantors from the performance or
observance of any obligation, covenant or agreement contained in this Guaranty.
Noteholder may deal with Company and any security held by it for the
obligations of Company in the same manner and as freely as if this Guaranty did
not exist and the Noteholder shall be entitled, without notice to any of the
Guarantors, among other things, to grant to the Company such extension or
extensions of time to perform any act or acts as may seem advisable to
Noteholder at any time and from time to time, and to permit the Company to incur
additional indebtedness to Noteholder without terminating, affecting or
impairing the validity or enforceability of this Guaranty or the obligations of
any of the Guarantors hereunder.
The Noteholder may proceed, either in its own name or in the name of
any of the Guarantors, or otherwise, to protect and enforce any or all of its
rights under this Guaranty by suit in equity, action at law or by other
appropriate proceedings, or to take any action authorized or permitted under
applicable law, and shall be entitled to require and enforce the performance of
all acts and things required to be performed hereunder by the Guarantors. Each
and every remedy of the Noteholder shall, to the extent permitted by law, be
cumulative and shall be in addition to any other remedy given hereunder or now
or hereafter existing at law or in equity.
No waiver or release shall be deemed to have been made by the
Noteholder of any of its rights hereunder unless the same shall be in writing
and signed by Noteholder, and any such waiver shall be a waiver or release only
with respect to the specific matter involved and shall in no way impair the
rights of the Noteholder or the obligations of any of the Guarantors under this
Guaranty in any other respect at any other time.
At the option of the Noteholder, each or any of the Guarantors may be
joined in any action or proceeding commenced by the Noteholder against Company
or any of the other parties providing collateral for any indebtedness covered by
this Guaranty in connection with or based upon the Senior Notes and the Note
Purchase Agreement or other indebtedness to the Noteholder, or any provision
thereof, and recovery
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may be had against any such Guarantor in such action or proceeding or in any
independent action or proceeding against such Guarantor, without any requirement
that the Noteholder first assert, prosecute or exhaust any remedy or claim
against Company and/or any of the other parties providing collateral for any
indebtedness covered by this Guaranty, or any other indebtedness to Noteholder.
As a separate, additional and continuing obligation, each of the
Guarantors unconditionally and irrevocably undertakes and agrees with Noteholder
that, should the amounts referred to in Section 2 of this Guaranty not be
recoverable from such Guarantor in its capacity as a guarantor under this
Guaranty for any reason whatsoever (including, without limitation, by reason of
any provision of the Senior Notes and the Note Purchase Agreement being or
becoming void, unenforceable, or otherwise invalid under any applicable law)
then, notwithstanding any knowledge thereof by the Noteholder at any time, each
of the Guarantors as sole, original and independent obligor, upon demand by
Noteholder, will make payment to Noteholder of all such amounts by way of a full
indemnity.
4. Financing Integrated Operations. Company and the Guarantors
(together with Company's other Subsidiaries) are engaged in and operate various
lines of business as an integrated group. Such integrated operations require
financing as and to the extent required for the continued successful operations
of Company and the Guarantors, individually and as a whole. The Company has
requested that the Noteholder make credit available to it primarily for the
purpose of financing the integrated operations of Company and its Restricted
Subsidiaries (including Guarantors), in addition to its separate operations.
Each of such parties expects to derive benefit, directly or indirectly, from the
credit extended by the Noteholder to the other such parties, both in the
separate capacity of each of such parties and as a member of the integrated
group, inasmuch as the successful operation and condition of Company and its
Subsidiaries (including Guarantors) is dependent upon the continued successful
performance of the functions of the integrated group as a whole and contributes
to the financial and operational health of the integrated group. Furthermore,
subject to Section 3(e) hereof, the Guarantors acknowledge that they will look
to their common law and contractual rights of reimbursement, contribution,
exoneration, indemnity and subrogation to adjust and/or reallocate, as among
themselves (but without effect upon Noteholder), their relative rights and
responsibilities in connection with any payment or performance by them, or any
of them, under this Guaranty.
5. Additional Obligations
5.1 Currency Indemnity. All amounts payable by each Guarantor
under this Guaranty shall be paid to Noteholder at its main office, or otherwise
as it may from time to time direct, in full free of any present or future taxes,
levies, imposts, duties, charges, fees or withholdings and without set-off or
counterclaim or any restriction or deduction whatsoever. If any Guarantor is
compelled by law to make any deduction or withholding, it will promptly pay to
Noteholder such additional amounts as will result in the net amount received by
Noteholder being equal to the full amount which would have been receivable had
there been no deduction or withholding. Payment shall be in United States
Dollars.
5.2 Representations and Warranties. Each of the Guarantors (i)
ratifies, confirms and, by reference thereto (as fully as though such matters
were expressly set forth herein), represents and warrants to Noteholder with
respect to itself those matters set forth in Sections 6.1, 6.3 through 6.5,
inclusive, 6.7, 6.8, 6.10, 6.13 and 6.15 through 6.20, inclusive, of the Credit
Agreement, and such representations and warranties shall be deemed to be
continuing representations and warranties true and correct in all material
respects so long as this Guaranty shall be in effect; and (ii) agrees not to
engage in any action or inaction, the result of which would cause a violation of
any term or condition of the Note Purchase Agreement.
6. Miscellaneous.
6.1 Governing Law. This Guaranty has been delivered in
Michigan and shall be interpreted and the rights of the parties hereunder shall
be determined under the laws of, and be enforceable in, the State of Michigan,
each of the Guarantors hereby consenting to the jurisdiction of state and all
federal courts sitting in such state.
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6.2 Severability. If any term or provision of this Guaranty,
or the application thereof to any circumstance, or any or all of the obligations
of any of the Guarantors under this Guaranty shall, to any extent, be invalid or
unenforceable, the remainder of this Guaranty, or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable, or the obligations of each of the remaining Guarantors, as the
case may be, shall not be affected thereby, and each term, provision and
obligation of this Guaranty shall be valid and enforceable to the fullest extent
permitted by law.
6.3 Notice. All notices and other communications to be made or
given pursuant to this Guaranty shall be sufficient if made or given in writing
and delivered by messenger, reputable air courier or deposited in the United
States mails, registered or certified first class mail, or sent by telecopy,
receipt confirmed, addressed to the Company as provided in the Note Purchase
Agreement, or at such other addresses as directed by any of such parties to the
others, as applicable, in compliance with this paragraph.
6.4 Right of Offset. Each of the Guarantors acknowledges the
rights of the Noteholder, upon the occurrence and during the continuance of an
Event of Default, to offset against the indebtedness of any Guarantor to the
Noteholder under this Guaranty, any amount owing by the Noteholder to the
Guarantors, or any of them.
6.5 Right to Cure. Each of the Guarantors shall have the right
to cure any Event of Default under the Senior Notes and the Note Purchase
Agreement with respect to obligations of the Company thereunder; provided that
such cure is effected within the applicable grace period or period for cure
thereunder, if any; and provided further that such cure can be effected in
compliance with the Note Purchase Agreement. Except to the extent of payments of
principal, interest and/or other sums actually received by the Noteholder
pursuant to such cure, the exercise of such right to cure by any Guarantor shall
not reduce or otherwise affect the liability of any other Guarantor under this
Guaranty.
6.6 Joint and Several Obligation, Etc. The obligation of each
of the Guarantors under this Guaranty shall be several and also joint, each with
all and also each with any one or more of the others, and may be enforced
against each severally, any two or more jointly, or some severally and some
jointly. Any one or more of the Guarantors may be released from its obligations
hereunder with or without consideration for such release and the obligations of
the other Guarantors hereunder shall be in no way affected thereby. Noteholder
may fail or elect not to prove a claim against any bankrupt or insolvent
Guarantor and thereafter, Noteholder may, without notice to any of the
Guarantors, extend or renew any part or all of any indebtedness of Company under
the Note Purchase Agreement or otherwise, and may permit any Company to incur
additional indebtedness, without affecting in any manner the unconditional
obligation of each of the Guarantors hereunder. Such action shall not affect any
right of contribution among the Guarantors.
6.7 Amendments; Joinder of Additional Guarantors. The terms of
this Guaranty may not be waived, altered, modified, amended, supplemented or
terminated in any manner whatsoever except as provided herein and in accordance
with the Note Purchase Agreement. Each of the subsidiaries of the Company which
become Significant Domestic Subsidiaries (as defined in the Credit Agreement)
after the date hereof shall become obligated as Guarantors hereunder (each as
fully as though an original signatory hereto) by executing and delivering to
Noteholder a joinder agreement in the form attached hereto as Exhibit A,
provided that the liability of the Guarantors hereunder shall not be affected by
the failure of any other Significant Domestic Subsidiary to execute and deliver
a joinder agreement.
6.8 Release. Upon the satisfaction by any Guarantor of its
obligations hereunder, and when such Guarantor is no longer subject to any
obligation hereunder, the Noteholder shall deliver to the Guarantors, upon
written request therefor, a written release of this Guaranty; provided however
that the effectiveness of this Guaranty shall continue or be reinstated, as the
case may be, in the event: (x) that any payment received or credit given by the
Noteholder is returned, disgorged, rescinded or required to be recontributed to
any party as an avoidable preference, impermissible setoff, fraudulent
conveyance, restoration of capital or otherwise under any applicable state,
federal or national law of any jurisdiction,
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including without limitation laws pertaining to bankruptcy or insolvency, and
this Guaranty shall thereafter be enforceable against the Guarantors (or any of
them) as if such returned, disgorged, recontributed or rescinded payment or
credit had not been received or given by the Noteholder, and whether or not the
Noteholder relied upon such payment or credit or changed its position as a
consequence thereof or (y) that any liability is imposed, or sought to be
imposed against the Noteholder relating to the environmental condition of any
property mortgaged or pledged to Noteholder (or to Collateral Agent on behalf of
the Lenders, as such terms are defined in the Credit Agreement) by any
Guarantor, or by any other party as collateral (in whole or part) for any
indebtedness or obligation evidenced or secured by this Guaranty, or relating to
any other environmental claim or matter, whether such condition, claim or matter
is known or unknown, now exists or subsequently arises (excluding only
conditions which arise after acquisition by Noteholder or the Collateral Agent
of any such property, in lieu of foreclosure or otherwise, due to the wrongful
act or omission of Noteholder or the Collateral Agent), in which event this
Guaranty shall thereafter be enforceable against the Guarantors (or any of them)
to the extent of all liabilities, costs and expenses (including reasonable
attorneys fees) incurred by Noteholder as the direct or indirect result of any
such environmental condition. For purposes of this Guaranty "environmental
condition" includes, without limitation, conditions existing with respect to the
surface or ground water, drinking water supply, land surface or subsurface
strata and the ambient air.
6.9 Limitation under Applicable U.S. Insolvency Laws. Notwithstanding
anything to the contrary contained herein, it is the intention of the Guarantors
and the Noteholder that the amount of the respective Guarantors' obligations
hereunder shall be in, but not in excess of, the maximum amount thereof not
subject to avoidance or recovery by operation of applicable law governing
bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or conveyances or other similar
laws (collectively, "Applicable Insolvency Laws"). To that end, but only in the
event and to the extent that the Guarantors' respective obligations hereunder or
any payment made pursuant thereto would, but for the operation of the foregoing
proviso, be subject to avoidance or recovery under Applicable Insolvency Laws,
the amount of the Guarantors' respective obligations hereunder shall be limited
to the largest amount which, after giving effect thereto, would not, under
Applicable Insolvency Laws, render the Guarantors' respective obligations
hereunder unenforceable or avoidable or subject to recovery under Applicable
Insolvency Laws. To the extent any payment actually made hereunder exceeds the
limitation contained in this Section 6.9, then the amount of such excess shall,
from and after the time of payment by the Guarantors (or any of them), be
reimbursed by the Noteholder upon demand by such Guarantors. The foregoing
proviso is intended solely to preserve the rights of the Noteholder hereunder
against the Guarantors to the maximum extent permitted by Applicable Insolvency
Laws and neither Company nor any Guarantor nor any other Person shall have any
right or claim under this Section 6.9 that would not otherwise be available
under Applicable Insolvency Laws.
6.10 Equal and Ratable. This Guaranty is being given on an equal and
ratable basis with the guaranties given by the Guarantors to holders of the
Company's other senior notes and to the banks which are parties to the Credit
Agreement.
IN WITNESS WHEREOF, the undersigned Guarantors have executed this
Guaranty as of the date first above written.
AUTO FUNDING AMERICA OF NEVADA, INC.
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
CREDIT ACCEPTANCE CORPORATION LIFE INSURANCE COMPANY
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
BUYERS VEHICLE PROTECTION PLAN, INC.
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
CAC LEASING, INC.
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
VEHICLE REMARKETING SERVICES, INC.
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
CREDIT ACCEPTANCE CORPORATION OF NEVADA, INC.
By: /S/ Xxxxxxx X. Xxxx
Its: Chief Financial Officer
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EXHIBIT A
JOINDER AGREEMENT
THIS JOINDER AGREEMENT is dated as of _________________, _______ by
__________________________, a ______________________ corporation ("New
Guarantor").
WHEREAS, pursuant to Section 6.7 of that certain Guaranty dated as of
___________, _____ (as amended or otherwise modified from time to time, the
"Guaranty") executed and delivered by the Guarantors named therein
("Guarantors") in favor of Noteholder (as defined in the Guaranty), the New
Guarantor must execute and deliver a Joinder Agreement in accordance with the
Credit Agreement and the Guaranty.
NOW THEREFORE, as a further inducement to Noteholder to continue to
provide credit accommodations to Company and to comply with the covenant in the
Guaranty so that the Guarantors will not be in default under the Guaranty, New
Guarantor hereby covenants and agrees as follows:
1. All capitalized terms used herein shall have the meanings
assigned to them in the Guaranty unless expressly defined to
the contrary.
2. New Guarantor hereby enters into this Joinder Agreement in
order to assist the Guarantors in complying with Section 6.7
of the Guaranty and to assist the Company in avoiding an event
of default under the Note Purchase Agreement, and does so in
consideration of the credit extended by the Noteholder to the
Company, from which New Guarantor shall derive direct and
indirect benefit as with the other Guarantors (all as set
forth and on the same basis as in the Guaranty).
3. New Guarantor shall be considered, and deemed to be, for all
purposes of the Guaranty and the Note Purchase Agreement, a
Guarantor under the Guaranty as fully as though New Guarantor
had executed and delivered the Guaranty at the time originally
executed and delivered and hereby ratifies and confirms its
obligations under the Guaranty, all in accordance with the
terms thereof.
4. No Default or Event of Default (each such term being defined
in the Note Purchase Agreement) has occurred and is continuing
under the Note Purchase Agreement.
5. This Joinder Agreement shall be governed by the laws of the
State of Michigan and shall be binding upon New Guarantor and
its successors and assigns.
IN WITNESS WHEREOF, the undersigned New Guarantor has executed and
delivered this Joinder Agreement as of the date first above written.
[NEW GUARANTOR]
By:
Its:
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SCHEDULE OF BENEFICIARIES OF GUARANTY
SECOND AMENDED AND RESTATED 9.27% SENIOR NOTES DUE OCTOBER 1, 2001
American Pioneer Life Insurance Company of New York
American Progressive Life and Health Insurance Company of New York
Federated Rural Electric Insurance Corp.
Tower Life Insurance Company
Physicians Life Insurance Company Vista 500
World Insurance Company
Vesta Fire Insurance Corporation
Mutual Protective Insurance Company
Medico Life Insurance Company
SECOND AMENDED AND RESTATED 9.49% SENIOR NOTES DUE JULY 1, 2001
Central States Health & Life Company of Omaha
The Xxxxxxx Xxxxxx Trust Company fbo Guaranty Income Life Insurance Company
American Community Mutual Insurance
Central Re Corp. & Phoenix
CSA Fraternal Life
Kanawha Insurance Company
Old Guard Mutual Insurance Company
Connecticut General Life Insurance Company
Pan American Life Insurance Company
Phoenix Home Life Mutual Insurance Company
Ozark National Life Insurance Company
SECOND AMENDED AND RESTATED 10.37% SENIOR NOTES DUE NOVEMBER 1, 2001
Allstate Life Insurance Company
Connecticut General Life Insurance Company
Ace Property and Casualty Insurance Company (f.k.a. CIGNA Property and Casualty
Insurance Company)
Phoenix Home Life Mutual Insurance Company
Xxxxxxx Xxxxx & Company, LLC
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