Exhibit 10.9
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
(SERIES D)
Dated as of October 1, 2000
PPN: 428234 AF 0
To the Purchasers Named in the
Attached Supplemental
Purchaser Schedule
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated as of
March 15, 2000 between the Company and each of the Initial Purchasers named in
Schedule A thereto (as amended by the First Amendment to Note Purchase Agreement
dated as of June 15, 2000 and as supplemented by the Supplemental Note Purchase
Agreements dated as of June 15, 2000 relating to the 8.11% Senior Notes, Series
B, and dated as of June 15, 2000 relating to the 7.93% Senior Notes, Series C,
the "Agreement"). Capitalized terms used but not defined herein have the
meanings set forth in the Agreement.
As contemplated by Section 1.2 and Section 2.2 of the
Agreement, the Company agrees with you as follows:
A. Authorization of the Subsequent Notes. The Company has
-------------------------------------
authorized the issue and sale of $10,000,000 aggregate principal amount of
Subsequent Notes to be designated as its 7.65% Senior Notes, Series D, due
October 15, 2005 (the "Series D Notes"). The Series D Notes will be dated the
date of issue, will bear interest from such date at the rate of 7.65% per annum,
payable semiannually in arrears on April 15 and October 15 in each year,
commencing April 15, 2000, until the principal amount thereof shall become due
and payable and shall bear interest on overdue principal (including any overdue
optional prepayment of principal) and Make-Whole Amount, if any, and, to the
extent permitted by law, on any overdue installment of interest at the rate
specified therein after the due date-for payment, whether by acceleration or
otherwise, until paid, and shall be substantially in the form set out in Exhibit
2 to the Agreement, with appropriate insertions to reflect the terms and
provisions set forth herein.
B. Sale and Purchase of Series D Notes. Subject to the terms
-----------------------------------
and conditions of the Agreement and herein set forth, the Company will issue and
sell to the Supplemental Purchasers, and the Supplemental Purchasers will
purchase from the Company, Series D Notes in the principal amount specified
opposite their names in the Supplemental Purchaser Schedule attached as Schedule
A hereto at the purchase price of 100% of the principal amount thereof. The sale
and purchase of the Series D Notes shall
occur at the offices of Xxxxxxx, Carton & Xxxxxxx, Quaker Tower, Suite 3400, 000
Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 9:00 a.m., Chicago time, at a
closing (the "Series D Closing") on October 16, 2000 or on such other Business
Day thereafter as may be agreed upon by the Company and the Supplemental
Purchasers. At the Closing the Company will deliver to each Supplemental
Purchaser the Series D Notes to be purchased by it in the form of a single Note
(or such greater number of Series D Notes in denominations of at least $500,000
as such Supplemental Purchaser may request) dated the date of the Series D
Closing and registered in its name (or in the name of its nominee), against
delivery by such Supplemental Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company (as
specified in a notice to the Supplemental Purchasers at least three Business
Days prior to the date of the Series D Closing).
C. Conditions of Series D Closing. The obligation of each
------------------------------
Supplemental Purchaser to purchase and pay for the Series D Notes to be
purchased by it at the Series D Closing is subject to the satisfaction, prior to
or at the Series D Closing, of the conditions set forth in Section 4 of the
Agreement.
D. Prepayments. The Series D Notes are subject to prepayment
-----------
only pursuant to the required prepayments, if any, specified below and to the
optional prepayments permitted by Section 8.2 of the Agreement.
No regularly scheduled prepayments are due
on the Notes prior to their stated maturity.
E. Series D Notes Issued Under and Pursuant to Agreement.
-----------------------------------------------------
Except as specifically provided above, the Series D Notes shall be deemed to be
issued under and subject to, and to have the benefit of, all of the terms and
conditions of the Agreement as the same may from time to time be amended and
supplemented in the manner provided therein.
F. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to the Supplemental Purchasers that each of the
representations and warranties contained in Section 5 of the Agreement is true
and correct as of the date hereof (i) except that all references to "Purchaser"
and "you" therein shall be deemed to refer to the Supplemental Purchasers
hereunder, all references to "this Agreement" shall be deemed to refer to the
Agreement as supplemented by this Supplement, all references to "Notes" therein
shall be deemed to include the Series D Notes, and (ii) except for changes to
such representations and warranties, or the Schedules referred to therein, that
are set forth in the attached Schedule 5.
G. Representations of the Supplemental Purchasers. Each
----------------------------------------------
Supplemental Purchaser confirms to the Company that the representations set
forth in Section 6 of the Agreement are true and correct as to such Supplemental
Purchaser.
-2-
The execution by the Supplemental Purchasers shall constitute
a contract between the Company and each Supplemental Purchaser for the uses and
purposes set forth above. By its acceptance hereof, each Supplemental Purchaser
shall also be deemed to have accepted and agreed to the terms and provisions of
the Agreement as in effect on the date hereof.
XXXXXX ASSOCIATES LLC
By: /s/ C. Xxxxxxxx Xxxxxxxx, III
------------------------------------------
Name:
------------------------------------------
Title: Principal, Authorized Representative &
--------------------------------------
Assistant Secretary
-------------------
S-1
The foregoing is agreed to
as of the date thereof.
THE CANADA LIFE ASSURANCE COMPANY
By: /s/ Xxxx Xxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxx
Title: Associate Treasurer
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name:
------------------------------------------
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------------
Name:
------------------------------------------
Authorized Signatory
S-2
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
THE CANADA LIFE ASSURANCE COMPANY $4,750,000
Register Note(s) in the name of: J. Romeo & Co
(1) For physical delivery of Note:
Chase Manhattan Corporation
4 New York Plaza, 11/th/ Floor
Receive Window
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx (000) 000-0000
For The Canada Life Assurance Company
Trust Account Number: G5278
(2) Cash Wire Instructions:
CHASE MANHATTAN BANK
ABA 000-000-000
a/c #000-0-000000
Trust Account No. G5278
Reference PPN: 00000# XX X, Xxxxxx Associates 7.65% Senior Notes, Series
D, due October 15, 2010, principal and interest payment
(3) Payment Instructions (by mail):
J. Romeo & Co.
c/o CHASE MANHATTAN BANK
XX XXX 00000
Xxxxxx, XX 00000-0000
ATTN: Funds Clearance/ A/C #G 52708
Reference PPN: 00000# XX X, Xxxxxx Associates
7.65% Senior Notes, Series D, due
October 15, 2010, principal and
interest payment
Schedule A
(4) For Call or Maturity Payment:
CHASE MANHATTAN BANK
ABA 000-000-000
a/c #000-0-000000
Trust Account No. G5278
Reference PPN: 00000# XX X, Xxxxxx Associates 7.65%
Senior Notes, Series D, due October 15, 2010, call
or maturity date
(5) Send notices of payments and written
confirmations of wire transfers to:
CHASE MANHATTAN BANK
North American Insurance
2 Chase Metro Tech Centre- 0/xx/ Xxxxx
Xxxxxxxx, XX 00000
Attn: Doll Baldabar
Copy to
The Canada Life Assurance Company
000 Xxxxxxxxxx Xxx SP 12
Securities Accounting
Xxxxxxx, XX X0X 0X0
(6) Send financial statements & correspondence to:
The Canada Life Assurance Company
000 Xxxxxxxxxx Xxx XX 00
Xxxxxxx, XX X0X 0X0
Attn: Xxxx Xxxxxxx, US Investments Division
Tax ID #00-0000000
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
THE CANADA LIFE ASSURANCE COMPANY $250,000
Register Note(s) in the name of: J. Romeo & Co
(1) For physical delivery of Note:
Chase Manhattan Corporation
4 New York Plaza, 11/th/ Floor
Receive Window
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx (000) 000-0000
For The Canada Life Assurance Company
Trust Account Number: G52724
(2) Cash Wire Instructions:
CHASE MANHATTAN BANK
ABA 000-000-000
a/c #000-0-000000
Trust Account No. G5224
Reference PPN: 00000# XX X, Xxxxxx Associates 7.65% Senior Notes, Series
D, due October 15, 2010, principal and interest payment
(3) Payment Instructions (by mail):
J. Romeo & Co. c/o
CHASE MANHATTAN BANK
XX XXX 00000
Xxxxxx, XX 00000-0000
ATTN: Funds Clearance/ A/C #G 52724
Reference PPN: 00000# XX X, Xxxxxx Associates
7.65% Senior Notes, Series D, due
October 15, 2010, principal and
interest payment
Schedule A
(4) For Call or Maturity Payment:
CHASE MANHATTAN BANK
ABA 000-000-000
a/c #000-0-000000
Trust Account No. G5278
Reference PPN: 00000# XX X, Xxxxxx Associates 7.65%
Senior Notes, Series D, due October 15, 2010, call
or maturity date
(5) Send notices of payments and written
confirmations of wire transfers to:
CHASE MANHATTAN BANK
North American Insurance
2 Chase Metro Tech Centre- 0/xx/ Xxxxx
Xxxxxxxx, XX 00000
Attn: Doll Baldabar
Copy to
The Canada Life Assurance Company
000 Xxxxxxxxxx Xxx SP 12
Securities Accounting
Xxxxxxx, XX X0X 0X0
(6) Send financial statements & correspondence to:
The Canada Life Assurance Company
000 Xxxxxxxxxx Xxx XX 00
Xxxxxxx, XX X0X 0X0
Attn: Xxxx Xxxxxxx, US Investments Division
Tax ID #00-0000000
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
ALLSTATE LIFE INSURANCE COMPANY $5,000,000
Register Note(s) in the name of: Allstate Life Insurance
Company
(1) All payments by Fedwire transfer of immediately
available funds, identifying the name of the
Issuer, the Private Placement Number preceded
by "DPP" and the payment as principal, interest
or premium, in the format as follows::
BBK = Xxxxxx Trust and Savings Bank
ABA #000000000
BNF = Allstate Life Insurance Company
Collection Account #000-000-0
ORG = Xxxxxx Associates LLC
OBI = DPP - (enter private placement number)
Payment due date (MM/DD/YY) - P_______ (enter
"P" and amount of principal being remitted, for
example P5000000.00) _ I __________ ( enter "I" and
amount of interest being remitted, for example,
I225000.00)
(2) All notices of scheduled payments and written
confirmations of such wire transfer to be sent to:
Allstate Life Insurance Company
Investment Operations-Private Placements
0000 Xxxxxxx Xxxx, XXX X0X
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy (000) 000-0000
(3) Securities to be delivered to
Citibank, Federal Reserve Bank
Schedule A
U.S. Custody & Employee Benefit Trust
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0, Xxxx 0
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxx
For Allstate Life Insurance Company/Safekeeping
account
Schedule A
(4) All financial reports, compliance, certificates and all other written
communications, including notice of prepayments, to be sent to:
Allstate Life Insurance Company
Private Placements Department
0000 Xxxxxxx Xxxx, XXX X0X
Xxxxxxxxxx, XX
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TAX ID #00-0000000
4
Schedule A
SCHEDULE 5
CHANGES TO
REPRESENTATIONS AND WARRANTIES
See Attached
-5-
Schedule C
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE C
Existing Investments
Investments in Subsidiaries and Affiliates set forth in Schedule 5.4 and set
forth below:
As of June 30, 2000
Entity Country Amount
(all in U.S. $)
Xxxxxx Associates Pty. Limited Australia $ 624,367
Xxxxxx Associates SARL and Xxxxxx Associates LLC France 6,746,606
Xxxxxx Associates GmbH Germany 1,434,903
Xxxxxx Associates Srl Italy 1,578,501
Xxxxxx Associates Kabushiki Gaisya Japan 486,114
Xxxxxx Associates Limited New Zealand 456,065
Xxxxxx Associates Pte. Ltd. Singapore 2,253,692
Xxxxxx Associates, S.A. Spain 5,009,624
Xxxxxx Associates Limited United Kingdom 21,054,871
Annod Corp. United States 0
Xxxxxx Services LLC United States 0
Xxxxxx Associates Canada 61,493,899
Xxxxxx Associates de Mexico S. de X.X. de C.V. and
Intergamma de Mexico S.C. and Xxxxxx
Associates S.C. Mexico 754,230
Heijnis & Koelman, B.V. and Xxxxxx & Koelman
International, B.V. Netherlands 531,506
Xxxxxx Associates, S.A. Belgium 534,007
PRASA Xxxxxx International A.G. Switzerland 1,017,707
Xxxxxx Associates (Thailand) Limited Thailand 529,474
Xxxxxx Strat Asia, Inc. Philippines 106,667
Xxxxxx Associates Caribe, Inc. Puerto Rico 195,845
PT Xxxxxx Konsultan Indonesia Indonesia 1,071,230
Xxxxxx Associates (India) Pvt. Ltd.,
formerly known as Noble & Xxxxxx
(India) Pvt. Ltd. India 2,121,048
Xxxxxx Associates LLC Tucursal en Protugal Portugal 136,736
-6-
Schedule C
Xxxxxx Associates Sp. z o.o. Poland 550,142
Xxxxxx Associates S.C. Limitada Brazil 0
Xxxxxx Associates (Chile) Limitada Chile 457,502
Xxxxxx Associates, S.A. Argentina 356,388
Xxxxxx Associates LLC, Xxxxxx Associates Consulting
(Shanghai) Co. and Ltd. Beijing Branch and
Xxxxxx Associates Consulting (Shanghai)
Co. Ltd. China 3,185,050
Xxxxxx Associates GmbH Austria 202,560
Xxxxxx Associates Venezuela 0
Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx 352,836
Xxxxxx Associates SDN. BHD. Malaysia 362,882
Xxxxxx/Loneanalyser A.B. Sweden 24,638
Miscellaneous investments, loans and advances 1,774,609
Total U.S.$115,403,699
================
-7-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.4
(i) List of Subsidiaries of Company (exclusive of Subsidiaries which
individually and in the aggregate are not Material)
a) Foreign subsidiaries
Country City Name Structure
Australia** Xxxxxx Xxxxxx Associates Pty. Ltd. Wholly-owned subsidiary of Xxxxxx
Melbourne Associates LLC*
Belgium** Brussels Xxxxxx Associates, S.A. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Canada** Toronto 3412822 Canada Inc. Wholly-owned subsidiary of Xxxxxx
Associates LLC (inactive)
Canada** Toronto 3409635 Canada Inc. Wholly-owned subsidiary of Xxxxxx
Associates LLC
Canada** Toronto 3038402 Nova Scotia Company Wholly-owned subsidiary of Xxxxxx
Associates LLC. Continuing from the
amalgamation of 3025288 Nova Scotia
Company, Xxxxx X. Xxxxxxxx, Inc. and
976344 Ontario Limited as part of
the Xxxxx X. Xxxxxxxx, Inc.
acquisition.
Chile** Xxxxxxxx Xxxxxx Associates (Chile) Limitada 99% Xxxxxx Associates LLC
1 % Xxxxxx Holdings LLC
China** Shanghai Xxxxxx Associates Wholly-owned subsidiary of Xxxxxx
Beijing Consulting(Shanghai) Co. Ltd. Associates LLC*
Schedule 5.4
-8-
Country City Name Structure
Hong Kong Xxxxxx Associates LLC Branch Office
France** Xxxxx Xxxxxx Associates Srl Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Germany** Wiesbaden Xxxxxx Associates GmbH 96.5% held by Xxxxxx Associates LLC
and 3.5% held by Xxxxxx Holdings LLC
India** Bangalore Xxxxxx Associates (India) Pvt. Ltd. Wholly-owned subsidiary of Xxxxxx
Mumbia Associates LLC (formerly known as
New Delhi Noble & Xxxxxx (I) Pvt. Ltd.)
Indonesia** Jakarta PT Xxxxxx Konsultan Indonesia Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Italy** Xxxxx Xxxxxx Associates SARL Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Japan** Tokyo Xxxxxx Associates Kabushiki Gaisya Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Malaysia** Kuala Xxxxxx Associates SDN. BHD Wholly-owned subsidiary of Xxxxxx
Lumpur Associates LLC
Mexico** Mexico City Xxxxxx Associates de Mexico Wholly-owned subsidiary of Xxxxxx
S. de X.X. de C.V. Associates LLC
Xxxxxx Associates S.C. Partnership owned 99% by Xxxxxx
Mexicana S. de X.X. de C.V. and 1%
by Empressas Xxxxxx S. de X.X. de
X.X.
Xxxxxx Mexicana S. de X.X. Wholly-owned subsidiary of Xxxxxx
de C.V. Associates LLC (holding company)*
Empresas Xxxxxx S. de X. X. Wholly-owned subsidiary of Xxxxxx
de C.V. Associates LLC* (created to hold
interest in Xxxxxx Associates S.C.
not held by Xxxxxx Mexicana S. de
X.X. de C.V.)
New Zealand** Wellington Xxxxxx Associates Limited Wholly-owned subsidiary of Xxxxxx
Associates LLC*
-9-
Country City Name Structure
Poland** Warsaw Xxxxxx Associates Sp. z o.o. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Portugal Lisbon Xxxxxx Associates, LLC Wholly-owned subsidiary of Xxxxxx
Sucursal en Protugal Associates LLC*
Singapore** Singapore Xxxxxx Associates Pte. Ltd. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
South Korea** Xxxxxx Associates Korea Wholly-owned subsidiary of Xxxxxx
Xxxxx Hoesa Associates LLC*
Spain** Madrid Xxxxxx Associates, S.A. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Thailand** Bangkok Xxxxxx Associates Wholly-owned subsidiary of Xxxxxx
(Thailand) Limited Associates LLC*
United St. Xxxxxx Xxxxxx Associates Limited Wholly-owned subsidiary of Xxxxxx
Kingdom** Associates LLC*
* "Wholly-owned" means that at least 99% of the ownership interest in these
subsidiaries is held by Xxxxxx Associates LLC and affiliates.
**Designates a Restricted Subsidiary.
b) Other
Annod Corp.**, a Delaware corporation (wholly-owned subsidiary of Xxxxxx
Associates LLC)
Xxxxxx Distributions LLC**, an Illinois limited liability company (99% held
by Xxxxxx Associates LLC and 1 % held by Annod Corporation, a Delaware
Corporation)
Xxxxxx Insurance Brokerage LLC**, an Illinois limited liability company
(99% held by Xxxxxx Associates LLC and 1% held by Xxxxxx Holdings LLC)
-10-
(ii) List of Affiliates of Company
a) Foreign affiliates
Country City Name Structure
Argentina Buenos Aires Xxxxxx Associates, S.A. 40% held by Xxxxxx Associates LLC
and 60% by Xxxxxxx Fastman
Austria Vienna Xxxxxx Associates GmbH 70% held by Xxxxxx Associates LLC
and 30% owned by Xxxx Xxxxxxx
Brazil Sao Xxxxx Xxxxxx Associates S.C. 40% held by Xxxxxx Associates LLC,
Limitada 59% held by shareholders of
Xxxxxxx-Xxxxx S.C. Ltda and 1 % held
by Xxxxxx Xxxxxxx-Xxxxx
Canada Toronto Xxxxxx Associates Ontario general partnership
Calgary comprised of Xxxxxx Associates LLC
Vancouver and professional services
corporations owned by Xxxxxx Holding
LLC's Canada-based Owners
Xxxxxx Management Ontario limited partnership of which
Services L.P. 3409635 Canada, Inc. is the general
partner and the family trusts of
each non-Vancouver Canadian owner is
a limited partner. Provides
management services to Xxxxxx
Associates. (In process of being
wound down).
Xxxxxx Management Ltd. Owned by the family trusts of each
(formerly known as The Coles Vancouver, Canadian owner. Provides
Group Consultants Ltd.) management services to Xxxxxx
Associates operations in Vancouver.
Czech Prague Xxxxxx Associates GmbH, Satellite office of Austrian company
Republic organizacni slozka
Dominican Xxxxx Xxxxxx Associates Latin Wholly-owned by Xxxxxx
-11-
Country City Name Structure
Republic Xxxxxxx America, Inc. Associates Caribe, Inc.
Ireland Dublin Xxxxxx Associates Limited Branch Office of Xxxxxx Associates
Limited (United Kingdom)
Hungary Budapest see Austria Satellite office of Austrian Company
Mexico Mexico City Intergamma S. C. 25% held by Xxxxxx Associates LLC
and 75% held by 12 partners of
Intergamma
Netherlands Amsterdam Xxxxxx & Koelman 50/50 joint venture between Xxxxxx
Eindhoven International, BV. (HKI) Associates LLC and Heijnis & Koelman
Rotterdam BV. The Dutch partner holds one
Utrecht preference share.
Netherlands Amsterdam Heijnis & Koelman B.V. 30% held by Xxxxxx Associates LLC
and 70% held by individual owners
Philippines Manila Xxxxxx Strat Asia Inc. 40% held by Xxxxxx Associates LLC
and 60% held by Strat Asia, Inc.
Puerto Rico San Xxxx Xxxxxx Associates Caribe, Inc. 40% held by Xxxxxx Associates LLC,
55% held by Xxxxxx Xxxxxxx and 5%
held by Xxxxxxx Xxxxxxx
Slovenia Ljubljana see Austria Satellite office of Austrian Company
Sweden Stockholm Xxxxxx/Loneanalyser A.B. 49% Xxxxxx Associates LLC (490
shares) 51% Loneanalyser A.B.
(510 shares) Agreement signed
May 1, 0000
Xxxxxxxxxxx Neuchatel PRASA Xxxxxx Registered name PRASA XXXXXX X.X.
Geneva International A.G. (PHI) Xxxxxx Associates LLC in process of
Zurich bringing 55.5% interest held by
PRASA. 363 shares
-12-
Country City Name Structure
transferred on 1/1/ of
each year through 2009.
Venezuela Caracas Xxxxxx Associates Branch office of Xxxxxx
Associates Caribe, Inc.
b) Other affiliates
The Bayview Trust, an Illinois trust (100% of the beneficial interest held
by Xxxxxx Holdings LLC);
Overlook Associates, an Illinois partnership (51% held by Xxxxxx Holdings
LLC and 49% held by Tower Parkway Associates);
Xxxxxx Holdings LLC, an Illinois limited liability company (holder of 100%
of interest in Xxxxxx Associates LLC, among other holdings;
Xxxxxx Financial Services LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC) (formerly known as Xxxxxx Servces LLC);
Xxxxxx Properties I LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties II LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC).
Xxxxxx Properties III LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties IV LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties V LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties VI LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties VII LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC); and
Sageo LLC, a Delaware limited liability company (100% held by Xxxxxx
Holdings LLC).
-13-
(iii) List of Managers/Senior Officers of Company
Xxxxxx X. Xxxxxx Chairman of Executive Committee of Xxxxxx Holdings
Xxxx X. Xxxxxxx Chief Executive/Manager
Xxxx X. Xxxx Chief Administrative Officer/Manager/Assistant Secretary
Xxx XxXxxxxxxx Chief Financial Officer
Xxxxx Xxxxx Practice Leader for the Total Benefit Administration Services
Xxxxxxxx X. Xxxxx Secretary
C. Xxxxxxxx Xxxxxxxx, III General Counsel/Assistant Secretary/Manager
Xxxxx X. Xxxx Assistant Secretary
Xxxx X. Xxxxxx Director of Insurance
-14-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.5
Financial Statements
Audited consolidated balance sheets of Xxxxxx Associates, an Illinois limited
liability company, and subsidiaries as of September 30, 1994 and 1993, and the
related consolidated statements of income and cash flows for the years then
ended.
Audited consolidated balance sheets of Xxxxxx Associates LLC, an Illinois
limited liability company, and subsidiaries as of September 30, 1999, 1998,
1997, 1996 and 1995, and the related consolidated statements of income and cash
flows for the years then ended.
Xxxxxx Associates LLC (Unaudited) Consolidated Balance Sheet, Statement of
Operations, and Statement of Cash Flow for the periods ending December 31, 1999
and 1998, and March 31, 2000 and 1999, and June 30, 2000 and 1999.
Schedule 5.5
-15-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.15
Existing Indebtedness
See Attached
Schedule 5.15
-00-
XXXXXX ASSOCIATES LLC Schedule 5.15
SCHEDULE OF LOANS
UNAUDITED
ORIGINAL BALANCE
LOAN BALANCE AS OF
LENDOR DATE TYPE AVAILABLE 06/30/00
-------------------------------------------------------------------------------------------------------------------------------
LOANS:
------
BANK OF AMERICA (SEE ATTACHED) 9/30/1992 MULTI-CUR 10,000,000 7,471,495
REVOLVER LOANS (VARIOUS MATURITIES) 5/28/1996 REVOLVER 70,000,000 57,000,000
---------------
TOTAL REVOLVING CREDIT LOANS 64,471,495
---------------
XXXXXX BANK/BANK OF AMERICA /NATIONS BANK 5/28/1996 TERM 30,000,000 15,000,000
---------------
TOTAL UNSECURED BANK TERM LOANS 15,000,000
---------------
SENIOR NOTES 5/30/1996 TERM 50,000,000 50,000,000
SENIOR NOTES 3/30/2000 TERM 15,000,000 15,000,000
SENIOR NOTES 3/30/2000 TERM 35,000,000 35,000,000
---------------
CAPITAL LEASES:
---------------
IBM 16 2/1/1998 CAP LEASE 4,216,625 621,530
IBM 17 2/1/1998 CAP LEASE 560,438 82,608
IBM 18 2/1/1998 CAP LEASE 427,000 62,940
IBM 20 9/1/1999 CAP LEASE 2,279,113 342,080
IBM 21 10/1/1998 CAP LEASE 6,615,000 2,808,808
IBM 22 1/15/1999 CAP LEASE 5,166,000 2,590,242
IBM 23 1/27/1999 CAP LEASE 4,275,000 2,548,285
IBM 24 6/4/1999 CAP LEASE 2,519,300 1,629,283
IBM 25 9/29/1999 CAP LEASE 1,387,750 882,883
IBM 26 10/15/1999 CAP LEASE 2,828,875 1,821,091
IBM 27 10/15/1999 CAP LEASE 1,441,125 498,645
IBM 28 10/25/1999 CAP LEASE 2,049,600 1,748,333
IBM 29 1/10/2000 CAP LEASE 889,233 648,032
IBM 30 1/12/2000 CAP LEASE 850,907 649,038
Siemens Rolm 1 9/30/1997 CAP LEASE 1,034,596 283,761
Siemens Rolm lA 9/30/1997 CAP LEASE 759,734 208,280
Siemens Rolm 2 9/30/1997 CAP LEASE 180,501 52,904
Siemens Rolm 3 9/30/1997 CAP LEASE 1,095,828 299,943
Siemens Rolm 4 2/1/1998 CAP LEASE 1,788,501 759,762
Siemens Rolm 5 6/1/1998 CAP LEASE 1,066,067 541,673
Siemens Rolm 6 6/1/1998 CAP LEASE 1,438,024 701,407
Siemens Rolm 7 7/1/1998 CAP LEASE 1,005,632 532,510
Siemens Rolm 8 7/1/1998 CAP LEASE 880,400 466,196
Siemens Rolm 9 7/1/1998 CAP LEASE 941,061 498,317
Siemens Rolm 10 11/30/1998 CAP LEASE 643,177 367,719
Siemens Rolm 11 8/17/1999 CAP LEASE 839,621 646,548
Siemens Rolm 12 8/17/1999 CAP LEASE 416,032 320,354
Siemens Rolm 13 9/13/1999 CAP LEASE 675,980 533,551
Siemens Rolm 14 9/13/1999 CAP LEASE 807A63 637,337
Siemens Rolm 15 9/13/1999 CAP LEASE 1,210,227 955,230
Siemens Rolm 16 9/13/1999 CAP LEASE 1,269,608 1,026,385
Siemens Rolm 17 9/29/1999 CAP LEASE 1,223,783 989,365
Siemens Rolm 18 9/29/1999 CAP LEASE 1,837,733 1,485,562
Siemens Rolm 19 9/29/1999 CAP LEASE 1,721,941 1,392,006
Siemens Rolm 20 1/3/2000 CAP LEASE 42,852 37,885
Siemens Rolm 21 1/3/2000 CAP LEASE 64,429 56,962
Siemens Rolm 22 3/31/2000 CAP LEASE 1,247,844 1,128,079
Siemens Rolm 23 3/31/2000 CAP LEASE 1,296,451 1,172,022
Siemens Rolm 24 3/31/2000 CAP LEASE 1,770,006 1,600,126
---------------
TOTAL CAPITAL LEASES 33,627,682
---------------
---------------
TOTAL LOANS AND CAPITAL LEASES 213,099,177
===============
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Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15
As of 30-Jun-00
Local Currency Interim
Borrower/Office Local Currency Amount Borrow Date Due Date Int. Date Interest Rate Exchange Rate US Dollar Equivalent
------------------------------------------------------------------------------------------------------------------------------------
United Kingdom GBP 500,000 6/12/2000 12/11/2000 9/11/2000 7.13000% 1.5115 755,750
United Kingdom GBP 200,000 4/3/2000 10/2/2000 7/3/2000 7.22000% 1.5950 319,000
United Kingdom GBP 350,000 4/10/2000 10/612000 7/10/2000 7.25000% 1.6100 563,500
United Kingdom GBP 200,000 5/15/2000 11/13/2000 8/14/2000 7.24000% 1.5035 300,700
United Kingdom GBP 270,000 5/22/2000 11/20/2000 8/21/2000 7.18000% 1.4815 400,005
United Kingdom GBP 300,000 2/7/2000 8/7/2000 5/8/2000 7.14000% 1.6010 480,300
United Kingdom GBP 950,000 2/18/2000 8/16/2000 5/18/2000 7.20000% 1.6100 1,529,500
France FF 1,000,000 5/30/2000 11/27/2000 8/28/2000 5.14750% 0.1396 139,552
France FF 2,000,000 6/5/2000 12/4/2000 9/5/2000 5.42130% 0.1423 284,560
Singapore S$ 1,050,000 6/5/2000 12/4/2000 9/5/2000 3.56000% 0.5776 606,481
Hong Kong HK$ 1,000,000 6/12/2000 12/11/2000 9/11/2000 7.81000% 0.1283 128,320
Japan JPY 30,000,000 3/17/2000 9/13/2000 6/15/2000 0.93000% 0.0095 284,738
Japan JPY 30,000,000 4/24/2000 10/23/2000 7/24/2000 0.91000% 0.0095 283,688
Japan JPY 20,000,000 5/31/2000 11/27/2000 8/29/2000 0.89130% 0.0093 186,133
Japan JPY 70,000,000 6/5/2000 11/27/2000 8/29/2000 0.89250% 0.0092 644,864
Japan JPY 20,000,000 6/19/2000 12/18/2000 9/18/2000 0.96000% 0.0094 188,466
Japan JPY 20,000,000 6/26/2000 12/29/2000 9/25/2000 0.95000% 0.0096 191,939
Japan JPY 20,000,000 2/18/2000 8/16/2000 5/18/2000 0.92000% 0.0092 184,000
------------------
Total 7,471,495
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