Ralcorp Holdings, Inc. First Amendment Dated as of December 22, 2005 to
Exhibit 10.1
Ralcorp
Holdings, Inc.
First
Amendment
Dated
as
of December 22, 2005
to
Note
Purchase Agreements dated as of May 22, 2003
and
$150,000,000
Floating Rate Senior Notes, Series A,
due
May
22, 2010
$145,000,000
4.24% Senior Notes, Series B,
due
December 22, 2010
$50,000,000
5.43% Senior Notes, Series C,
due
December 22, 2013
$75,000,000
4.76% Senior Notes, Series D,
due
December 22, 2013
$100,000,000
5.57% Senior Notes, Series E,
due
December 21, 2015
$75,000,000
5.43% Senior Notes, Series F,
due
December 21, 2012
Table
of Contents
(Not
a
part of this First Amendment)
| SECTION | HEADING | PAGE | |
|
Section 1.
|
Amendment
To Notes
|
2
|
|
|
Section 2
|
Amendments
To Note Purchase Agreements
|
2 | |
|
Section 3.
|
Conditions
Precedent
|
4 | |
|
Section 4.
|
Representations
and Warranties
|
6 | |
|
Section 5.
|
Miscellaneous
|
7 |
|
Schedule
I
|
—
|
Name
of Holders and Principal Amount of Notes
|
|
|
Schedule
II
|
—
|
Description
of Forward Sale Agreement and Pledge Agreement
|
|
|
Exhibit
A
|
—
|
Form
of Floating Rate Senior Notes, Series A, due May 22, 2010
|
|
|
Exhibit
B
|
—
|
Form
of 4.24% Senior Notes, Series B, due December 22,
2010
|
|
|
Exhibit
C
|
—
|
Form
of 5.43% Senior Notes, Series C, due December 22,
2013
|
|
|
Exhibit
D
|
—
|
Form
of 4.76% Senior Notes, Series D, due December 22,
2013
|
|
|
Exhibit
E
|
—
|
Form
of 5.57% Senior Notes, Series E, due December 21,
2015
|
|
|
Exhibit
F
|
—
|
Form
of 5.43% Senior Notes, Series F, due December 21,
2012
|
|
|
Exhibit
G
|
—
|
Form
of Opinion of Special Counsel for the Company
|
Dated
as
of
December
22, 2005
To
each
of the holders
listed
in
Schedule I to
this
First Amendment
Ladies
and Gentlemen:
Reference
is made to (i) the separate Note Purchase Agreements, each dated as of May
22, 2003 (the "Original
Note Purchase Agreements"),
by and
between Ralcorp Holdings, Inc., a Missouri corporation (the "Company"),
and
each of the purchasers of the $150,000,000 aggregate principal amount of
Floating Rate Senior Notes, Series A, due May 22, 2010 (the "Series
A Notes")
of the
Company issued pursuant thereto; (ii) the First Supplement to Note Purchase
Agreements, dated as of December 22, 2003 (the "First
Supplement"),
between the Company and the purchasers of the $145,000,000 aggregate principal
amount of 4.24% Senior Notes, Series B, due December 22, 2010 (the "Series
B Notes")
of the
Company issued pursuant thereto; (iii) the Second Supplement to Note Purchase
Agreements, dated as of December 22, 2003 (the "Second
Supplement"),
between the Company and the purchasers of the $50,000,000 aggregate principal
amount of 5.43% Senior Notes, Series C, due December 22, 2013 (the "Series
C Notes")
of the
Company issued pursuant thereto; (iv) the Third Supplement to Note Purchase
Agreements dated, as of December 22, 2003 (the "Third
Supplement"),
between the Company and the purchasers of the $75,000,000 aggregate principal
amount of 4.76% Senior Notes, Series D, due December 22, 2013 (the
"Series
D Notes")
of the
Company issued pursuant thereto; (v) the Fourth Supplement to Note Purchase
Agreements, dated as of December 21, 2005 (the "Fourth
Supplement"),
between the Company and the purchasers of the $100,000,000 aggregate principal
amount of 5.57% Senior Notes, Series E, due December 21, 2015 (the
"Series E
Notes")
of the
Company issued pursuant thereto; and (vi) the Fifth Supplement to Note
Purchase Agreements, dated as of December 21, 2005 (the "Fifth
Supplement"),
between the Company and the purchasers of the $75,000,000 aggregate principal
amount of 5.43% Senior Notes, Series F, due December 21, 2012 (the
"Series F
Notes,"
and
together with the Series A Notes, the Series B Notes, the Series C
Notes, the Series D Notes and the Series E Notes, the "Notes")
of the
Company issued pursuant thereto. The Original Note Purchase Agreements, as
supplemented by the First through Fifth Supplements, are referred to herein
collectively as the "Note
Purchase Agreements."
Capitalized terms used in this First Amendment (this "First
Amendment")
without
definition shall have the meanings given such terms in the Note Purchase
Agreements.
For
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company requests the amendment of certain provisions of the
Notes and the Note Purchase Agreements as hereinafter provided.
Upon
your
acceptance hereof in the manner hereinafter provided and upon satisfaction
of
all conditions to the effectiveness hereof and receipt by the Company of similar
acceptances from the Required Holders, this First Amendment shall be effective,
but only in the respects hereinafter set forth:
|
Section 1.
|
Amendment
To Notes.
|
Section
1.1. Each
of
the Notes are hereby amended as of the date hereof by inserting the following
sentence at the end of the first paragraph appearing on page one of each of
the
Notes:
"Additional
interest hereon may also be required pursuant to Section 9.8 of the Note
Purchase Agreements."
Section
1.2. Each
of
Exhibit 1 to the Original Note Purchase Agreements, Exhibit 1 to the First
Supplement, Exhibit 1 to the Second Supplement, Exhibit 1 to the Third
Supplement, Exhibit 1 to the Fourth Supplement and Exhibit 1 to the Fifth
Supplement are hereby amended and restated in their entirety as of the date
hereof so that the same shall be in the form of Exhibit A, Exhibit B, Exhibit
C,
Exhibit D, Exhibit E and Exhibit F hereto, respectively (in each case,
incorporating therein, the amendment in Section 1.1 above).
At
the
option of each holder, in accordance with Section 13.2 of the Note Purchase
Agreements, such holder may request that its Notes be exchanged for a
replacement Note in the form of Exhibit A, Exhibit B, Exhibit C, Exhibit D,
Exhibit E and Exhibit F hereto, as applicable.
|
Section 2.
|
Amendments
To Note Purchase Agreements.
|
Section
2.1. Section 9
of the Note Purchase Agreements is hereby amended as of the date hereof by
adding a new Section 9.8 thereto as follows:
"Section
9.8 Additional
Interest.
If the Leverage Ratio exceeds 3.5 to 1.0 as of the end of any fiscal quarter
of
the Company (each, a "High
Leverage Quarter"),
then,
in addition to all other interest accruing thereon (and all rights and remedies
of the holders in the event the Leverage Ratio exceeds 4.00 to 1.00), additional
interest in the amount of 0.50% shall accrue on each series of Notes (including
all outstanding Notes and Additional Notes), commencing on the first day of
the
first fiscal quarter following each such High Leverage Quarter and continuing
until the Company has provided an Officer’s Certificate pursuant to Section
7.2(a) demonstrating that, as of the end of the fiscal quarter in respect of
which such Officer’s Certificate is delivered, the Leverage Ratio is not more
than 3.5 to 1.0. Following delivery of an Officer’s Certificate demonstrating
that the Leverage Ratio did not exceed 3.5 to 1.0, the additional 0.50% interest
shall cease to accrue or be payable for any fiscal quarter subsequent to the
fiscal quarter in respect of which such Officer’s Certificate was
delivered."
Section 2.2.
Paragraph
(a) of Section 10.4 of the Note Purchase Agreements is hereby amended and
restated in its entirety as of the date hereof as follows:
"(a) Leverage
Ratio.
As of the end of each fiscal quarter of the Company, the Company will not permit
the Leverage Ratio to be greater than 3.50 to 1.00, provided,
that
for any period of not more than four successive fiscal quarters, the Leverage
Ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to
1.00, if the Company timely pays the additional interest required pursuant
to
the provisions of Section 9.8."
Section 2.3.
Section 10.5
of the Note Purchase Agreements is hereby amended as of the date hereof by
(a)
deleting the word "and" appearing at the end of paragraph (h) therein, (b)
deleting paragraph (i) appearing therein, and (c) adding new paragraphs (i)
and
(j) thereto as follows:
"(i)
Liens
on
the shares of capital stock of Vail Resorts, Inc. owned by a Vail Owner pursuant
to the Pledge Agreement (as defined on Schedule II to the First Amendment)
or
any other similar pledge agreement that secure the obligations of such Vail
Owner in respect of its sale of such capital stock pursuant to the Forward
Sale
Agreement (as defined on Schedule II to the First Amendment) or any other
similar forward sale agreement in respect of such capital stock, and which,
in
each case, the obligations under the Forward Sale Agreement or such other
forward sale agreement, as the case may be, may be fully satisfied by delivery
of, or foreclosure on, the shares of such capital stock which have been pledged
pursuant to the related Pledge Agreement or such other pledge agreement and
which such obligations are not guaranteed, directly or indirectly, by the
Company or any other Subsidiary; and
(j)
any
Lien
(other than a Lien permitted under paragraph (a) through paragraph (i) above)
securing any Debt of the Company or any Subsidiary, which Debt is permitted
hereunder (including under Section 10.4)."
Section 2.4.
The
definition of "Debt" set forth on Exhibit B to the Note Purchase Agreements
is
hereby amended by adding a new clause (iv) at the end thereof as follows: "or
(iv) the obligations of a Vail Owner under the Forward Sale Agreement or
any other similar forward sale agreement in respect of such Vail Owner’s sale of
shares of capital stock of Vail Resorts, Inc., and which, in each case, such
obligations may be satisfied by delivery of, or foreclosure on, the shares
of
such capital stock and which such obligations are not guaranteed, directly
or
indirectly, by the Company or any other Subsidiary."
Section 2.5. The
definition of "Priority Debt" set forth on Exhibit B to the Note Purchase
Agreements is hereby amended as of the date hereof by deleting the phrase
"clauses (a) through (h) of Section 10.5" appearing therein and substituting
the
phrase "paragraphs (a) through (i) of Section 10.5" therefor.
Section
2.6.
A
new
definition of "First Amendment" is hereby added in alphabetical order to
Exhibit
B to the Note Purchase Agreement as of the date hereof as follows:
"First
Amendment"
means
that certain First Amendment, dated as of December 22, 2005, to Note Purchase
Agreements, dated as of May 22, 2003, entered into between the Company and
the
holders of the Notes signatory thereto.
Section
2.7. A
new
definition of "Vail Owner" is hereby added in alphabetical order to Exhibit
B to
the Note Purchase Agreement as of the date hereof as follows:
"Vail
Owner"
means RH
Financial Corporation, a Nevada corporation and a Wholly-Owned Subsidiary,
which
owns shares of capital stock in Vail Resorts, Inc. and shall also include
the
Company and/or any other Subsidiary upon a Transfer of such capital stock
by RH
Financial Corporation to the Company or to such Subsidiary, respectively.
Section 2.8.
Exhibit 1
to the Original Note Purchase Agreements is hereby amended and restated in
its
entirety to be in the form of Exhibit A hereto.
Section 2.9.
Exhibit 1
to the First Supplement is hereby amended and restated in its entirety to
be in
the form of Exhibit B hereto.
Section 2.10.
Exhibit 1
to the Second Supplement is hereby amended and restated in its entirety to
be in
the form of Exhibit C hereto.
Section 2.11.
Exhibit 1
to the Third Supplement is hereby amended and restated in its entirety to
be in
the form of Exhibit D hereto.
Section 2.12.
Exhibit 1
to the Fourth Supplement is hereby amended and restated in its entirety to
be in
the form of Exhibit E hereto.
Section 2.13.
Exhibit 1
to the Fifth Supplement is hereby amended and restated in its entirety to
be in
the form of Exhibit F hereto.
|
Section 3.
|
Conditions
Precedent.
|
This
First Amendment shall not become effective until, and shall become effective
on,
the Business Day when each of the following conditions shall have been
satisfied:
(a) Each
holder shall have received this First Amendment, duly executed by the
Company.
(b) The
Required Holders shall have consented to this First Amendment as evidenced
by
their execution thereof.
(c) Each
holder
that has a made a request therefor, shall have received a new Note substantially
in the form of Exhibit A, Exhibit B, Exhibit C, Exhibit D,
Exhibit E or Exhibit F hereto for the appropriate series of Note that it
replaces, dated the date of the last interest payment made (or, if no interest
has been paid, dated the date of original issuance) and duly completed and
executed by the Company (each such new Note is referred to in this First
Amendment as a "Replacement
Note").
(d) The
representations and warranties of the Company set forth in Section 4 hereof
shall be true and correct as of the date of the execution and delivery of
this
First Amendment.
(e) Any
consents or approvals from any holder or holders of any outstanding security
or
indebtedness of the Company and any amendments of agreements pursuant to
which
any securities or indebtedness may have been issued which shall be necessary
to
permit the consummation of the transactions contemplated hereby shall have
been
obtained and all such consents or amendments shall be reasonably satisfactory
in
form and substance to the holders and their special counsel.
(f) All
corporate
and other proceedings in connection with the transactions contemplated by
this
First Amendment and all documents and instruments incident to such transactions
shall be satisfactory to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or certified or
other
copies of such documents as you or they may reasonably request.
(g) Each
holder
shall have received such certificates of officers of the Company as it may
reasonably request with respect to this First Amendment and the transactions
contemplated hereby.
(h) Each
holder shall have received opinions in form and substance satisfactory to
them,
dated the date of this First Amendment, from X.X. Xxxxx, Xx., General Counsel
for the Obligors, covering the matters set forth in Exhibit G, and covering
such
other matters incident to the transactions contemplated hereby as the holders
or
their counsel may reasonably request.
(i) The
Company
shall have paid the fees and disbursements of the holders’ special counsel,
Xxxxxxx and Xxxxxx LLP, incurred in connection with the negotiation,
preparation, execution and delivery of this First Amendment and the transactions
contemplated hereby which fees and disbursements are reflected in the statement
of such special counsel delivered to the Company at the time of the execution
and delivery of this First Amendment.
(j) Each
Subsidiary Guarantor shall have consented to the terms of this First Amendment
by signing in the appropriate space on the signature page hereof.
|
Section 4.
|
Representations
and Warranties.
|
Each
Obligor, as to itself, hereby represents and warrants that as of the date
hereof
and as of the date of execution and delivery of this First
Amendment:
(a) Each
Obligor is duly incorporated, validly existing and in good standing under
the
laws of its jurisdiction of incorporation.
(b) This
First
Amendment, the Note Purchase Agreements, as amended hereby, and the Replacement
Notes and the transactions contemplated hereby are within the corporate power
of
such Obligor, have been duly authorized by all necessary corporate action
on the
part of such Obligor, and this First Amendment and (in the case of the Company
only) the Note Purchase Agreements, as amended hereby, and the Replacement
Notes
have been duly executed and delivered by such Obligor and constitute legal,
valid and binding obligations of such Obligor enforceable in accordance with
their respective terms.
(c) Immediately
prior to and after giving effect to this First Amendment, there are no Defaults
or Events of Default under the Note Purchase Agreements, as amended
hereby.
(d) The
execution, delivery and performance of this First Amendment and (in the case
of
the Company only) the Note Purchase Agreements, as amended hereby, and the
Replacement Notes by such Obligor does not and will not result in a violation
of
or default under (i) the articles of incorporation or bylaws of such
Obligor, (ii) any agreement to which such Obligor is a party or by which it
is bound or to which such Obligor or any of its properties is subject,
(iii) any order, writ, injunction or decree binding on such Obligor, or
(D) any statute, regulation, rule or other law applicable to such
Obligor.
(e) No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by such Obligor of this First Amendment and (in the
case
of the Company only) the Note Purchase Agreements, as amended hereby, or
the
Replacement Notes.
(f) No
Obligor has paid or agreed to pay any fees or other consideration, or given
any
additional security or collateral, or shortened the maturity or average life
of
any indebtedness or permanently reduced any borrowing capacity, in each case,
in
connection with the obtaining of any consents or approvals of any Person
in
connection with the transactions contemplated hereby.
(g) All
Obligors signatory to the Note Purchase Agreement and each Subsidiary Guarantee
are a signatory to this First Amendment.
(h) Other
than
this First Amendment and the First through Fifth Supplements, there are no
other
amendments, modifications, supplements or waivers to the Note Purchase Agreement
or any other Financing Agreement.
(i) The
description of the Forward Sale Agreement and Pledge Agreement (each as defined
on Schedule II hereto) on Schedule II hereto and the transactions contemplated
thereby are true and correct.
|
Section 5.
|
Miscellaneous.
|
Section 5.1.
Except
as
amended herein, all terms and provisions of the Note Purchase Agreements,
the
Replacement Notes and related agreements and instruments are hereby ratified,
confirmed and approved in all respects.
Section 5.2.
Each
Subsidiary Guarantor, for itself as a guarantor under the Subsidiary Guarantee,
consents to the terms of this First Amendment (including, specifically, but
without limitation, Section 2 hereof) and reaffirms, ratifies and confirms
(a) in all respects each and every obligation and covenant made by it in
the Subsidiary Guarantee and (b) that the Subsidiary Guarantee remains the
legal, valid and binding obligation of such Subsidiary Guarantor enforceable
against such Subsidiary Guarantor in accordance with its terms.
Section 5.3.
Each
reference in the Note Purchase Agreements to "this Agreement," "hereunder,"
"hereof," or words of similar import in instruments or documents provided
for in
the Note Purchase Agreements or delivered or to be delivered thereunder or
in
connection therewith, shall, except where the context otherwise requires,
be
deemed a reference to the Note Purchase Agreement, as amended hereby. All
references in the Note Purchase Agreements and in any and all instruments
or
documents provided for therein or delivered or to be delivered thereunder
or in
connection therewith to any "Note"
or
"Notes"
shall be
deemed references to the applicable Replacement Note and Replacement
Notes.
Section 5.4.
This
First Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
Section 5.5.
This
First Amendment and all covenants herein contained shall be binding upon
and
inure to the benefit of the respective successors and assigns of the parties
hereunder. All representations, warranties and covenants made by the Company
herein shall survive the closing and the delivery of this First
Amendment.
Section 5.6.
This
First Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which, taken together, shall
constitute but one and the same First Amendment. Delivery of an executed
counterpart of this First Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this First
Amendment.
[Signature
Page Follows]
The
execution hereof by the holders shall constitute a contract among the Company
and the holders for the uses and purposes hereinabove set forth.
Ralcorp
Holdings, Inc.
By:
/s/
X.
X.
Xxxxxx
Name:
X.
X.
Xxxxxx
Title:
Co-Chief
Executive
Officer
and President
Each
of
the undersigned, severally, hereby acknowledges, approves and agrees to the
foregoing First Amendment and ratifies and confirms each of its obligations
under the Subsidiary Guarantee.
Xxxxxxx,
Inc.
Sugar
Kake Cookie Inc. (f/k/a Cascade Cookie Company, Inc.)
Flavor
House Products, Inc.
Nutcracker
Brands, Inc.
RH
Financial Corporation
Ripon
Foods, Inc.
Heritage
Wafers, LLC
The
Carriage House Companies, Inc. (by itself and as successor by merger to The
Xxxxxxx & Xxxxxxxxx Company, LLC)
Value
Added Bakery Holding Company
Bakery
Chef, L.L.C. (successor by merger to Bakery Chef, Inc.)
Community
Shops, Inc.
The
Bun
Basket, Inc.
Lofthouse
Bakery Products, Inc.
Medallion
Foods, Inc.
By:
/s/
X.
X.
Xxxxxx
Name:
X. X.
Xxxxxx
Title: Authorized
Signatory
This
foregoing First Amendment is hereby accepted and agreed to as of the date
aforesaid. The execution by each holder listed below shall constitute its
respective several and not joint confirmation that it is the owner and holder
of
the Notes set opposite its name on Schedule I hereto.
The
Northwestern Mutual Life Insurance Company
By
/s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Its
Authorized Representative
The
Northwestern Mutual Life Insurance Company
For
its
Group Annuity Separate Account
By
/s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Its
Authorized Representative
Metropolitan
Life Insurance Company
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Managing Director
The
Travelers Insurance Company
By:
/s/
Xxxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxxx X. Xxxxxxxxx
Title:
Vice President and Chief
Hedging Officer
The
Prudential Insurance Company of America
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Gateway
Recovery Trust
By: Prudential
Investment Management, Inc., as
Asset
Manager
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Gibraltar
Life Insurance Co., Ltd.
By: Prudential
Investment Management (Japan), Inc.,
as
Investment Manager
By: Prudential
Investment Management, Inc., as
Sub-Adviser
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Mutual
of
Omaha Insurance Company
By: Prudential
Private Placement Investors, L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc. (as
its
General Partner)
By:
/s/
Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
Prudential
Retirement Insurance and Annuity
Company
By: Prudential
Investment Management, Inc., as
investment manager
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Security
Benefit Life Insurance Company,
Inc.
By: Prudential
Private Placement Investors, L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc. (as
its
General Partner)
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Farmers New World Life Insurance Company
|
By:
|
Prudential
Private Placement Investors, L.P. (as Investment
Advisor)
|
|
By:
|
Prudential
Private Placement Investors, Inc. (as its General
Partner)
|
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
ING
Life
Insurance and Annuity Company
ReliaStar
Life Insurance Company
By: ING
Investment Management LLC, as Agent
By:
/s/
Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Vice President
AXA
Equitable Life Insurance Company (F/K/A The
Equitable Life Assurance Society of the United States)
By: /s/Xxxxxx
X.Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Investment Officer
This
foregoing First Amendment is hereby accepted and agreed to as of the date
aforesaid. The execution by each holder listed below shall constitute its
respective several and not joint confirmation that it is the owner and holder
of
the Notes set opposite its name on Schedule I hereto.
J.
Romeo
& Co.
(as
nominee for MONY Life
Insurance Company of America)
By:
/s
Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X.
Xxxxx
Title:
Partner
Horizon
Blue Cross Blue Shield of New Jersey
By: Alliance
Capital Management LP,
its
Investment Advisor
By:
/s/
Xxxxxx
X.Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Senior Vice President
Massachusetts
Mutual Life Insurance Company
By:
Babson Capital Management LLC, as
Investment Adviser
By:
/s/
Xxxxxxxxx X. Xxxxxxxx
Name:
Xxxxxxxxx X. Xxxxxxxx
Title:
Managing Director
C.M.
Life
Insurance Company
By:
Babson Capital Management LLC, as
Investment Sub-Adviser
By:
/s/
Xxxxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxxxx X. Xxxxxxxx
Title:
Managing Director
MassMutual
Asia Limited
By:
Babson Capital Management LLC, as
Investment Adviser
By:
/s/
Xxxxxxxxx X. Xxxxxxxx
Name:
Xxxxxxxxx X. Xxxxxxxx
Title:
Managing Director
Teachers
Insurance and Annuity Association of America
By:
/s/
Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Director
Thrivent
Financial for Lutherans
By:
/s/
Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Portfolio Manager
American
General Assurance Company
The
United States Life Insurance Company in the City of New York
The
Variable Annuity Life Insurance Company
By:
AIG
Global Investment Corp., investment adviser
By:
/s/
Xxxxxxxx X.
Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Vice President
Connecticut
General Life Insurance Company
By: Cigna
Investments, Inc. (authorized agent)
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Managing Director
Jefferson
Pilot Financial Insurance Company
By:
/s/
Xxxxx X. XxXxxxxx, Xx.
Name:
Xxxxx X. XxXxxxxx, Xx.
Title:
Vice President
Jefferson
Pilot LifeAmerica Insurance Company
By:
/s/
Xxxxx X. XxXxxxxx, Xx.
Name:
Xxxxx X. XxXxxxxx, Xx.
Title:
Vice President
Jefferson-Pilot
Life Insurance Company
By:
/s/
Xxxxx X. XxXxxxxx, Xx.
Name:
Xxxxx X. XxXxxxxx, Xx.
Title:
Vice President
Phoenix
Life Insurance Company
By:
/s/
Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Vice President
PHL
Variable Insurance Company
By:
/s/
Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Vice President
American
Mayflower Life Insurance Company of New York
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Investment Officer
First
Colony Life Insurance Company
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Investment Officer
Federal
Home Life Insurance Company
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Investment Officer
Jamestown
Life Insurance Company
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Investment Officer
