Exhibit 10.8
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
Dated as of June 15, 2000
PPN: 42823# AE 3
To the Purchaser 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
Agreement dated as of June 15, 2000 relating to the 8.11% Senior Notes, Series
B, 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
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authorized the issue and sale of $15,000,000 aggregate principal amount of
Subsequent Notes to be designated as its 7.93% Senior Notes, Series C, due June
30, 2007 (the "Series C Notes"). The Series C Notes will be dated the date of
issue, will bear interest from such date at the rate of 7.93% per annum, payable
semiannually in arrears on June 30 and December 30 in each year, commencing
December 30, 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 C Notes. Subject to the terms
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and conditions of the Agreement and herein set forth, the Company will issue and
sell to the Supplemental Purchaser, and the Supplemental Purchaser will purchase
from the Company, Series C Notes in the principal amount specified opposite its
name 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 C 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 C Closing") on July 7, 2000
or on such other Business Day thereafter as may be agreed upon by the Company
and the Supplemental Purchaser. At the Closing the Company will deliver to the
Supplemental Purchaser the Series C Notes to be purchased by it in the form of a
single Note (or such greater number of Series C Notes in denominations of at
least
$500,000 as such Purchaser may request) dated the date of the Series C Closing
and registered in its name (or in the name of its nominee), against delivery by
such 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 Purchaser at least three Business Days prior to the date of the
Series C Closing).
C. Conditions of Series C Closing. The obligation of the
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Supplemental Purchaser to purchase and pay for the Series C Notes to be
purchased by it at the Series C Closing is subject to the satisfaction, prior to
or at the Series C Closing, of the conditions set forth in Section 4 of the
Agreement.
D. Prepayments. The Series C Notes are subject to prepayment
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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 C Notes Issued Under and Pursuant to Agreement.
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Except as specifically provided above, the Series C 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
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represents and warrants to the Purchaser 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 Purchaser 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 C 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 Purchaser. The Purchaser confirms
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to the Company that the representations set forth in Section 6 of the Agreement
are true and correct as to such Purchaser.
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The execution by the Supplemental Purchaser shall constitute a
contract between the Company and the Supplemental Purchaser for the uses and
purposes set forth above. By its acceptance hereof, the 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
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Name: C. Xxxxxxxx Xxxxxxxx, III
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Title: Principal & Authorized Representative
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Assistant Secretary
The foregoing is agreed to as of the date thereof.
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
By: New York Life Asset Management
Operating Company LLC,
Its Investment Manager
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President
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