Exhibit 10.7
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
Dated as of June 15, 2000
PPN: 42823# AD 5
To Each of 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, 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 8.11% Senior Notes, Series B, due June
30, 2010 (the "Series B Notes"). The Series B Notes will be dated the date of
issue, will bear interest from such date at the rate of 8.11% 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 B Notes. Subject to the terms
-----------------------------------
and conditions of the Agreement and herein set forth, the Company will issue and
sell to each of the Supplemental Purchasers, and each Supplemental Purchaser
will purchase from the Company, Series B Notes in the principal amount specified
opposite its respective 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 B 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 B
Closing") on July 7, 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 B Notes to be
purchased by it in the form of a single Note (or such greater number of Series B
Notes in denominations of at least $500,000 as such Purchaser may request) dated
the date of the
Series B 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 each Supplemental Purchaser at least three Business Days prior to the
date of the Series B Closing).
C. Conditions of Series B Closing. The obligation of each
------------------------------
Supplemental Purchaser to purchase and pay for the Series B Notes to be
purchased by it at the Series B Closing is subject to the satisfaction, prior to
or at the Series B Closing, of the conditions set forth in Section 4 of the
Agreement.
D. Prepayments. The Series B 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 B Notes Issued Under and Pursuant to Agreement.
-----------------------------------------------------
Except as specifically provided above, the Series B 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 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 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 B 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 Purchasers. Each Purchaser confirms
---------------------------------
to the Company that the representations set forth in Section 6 of the Agreement
are true and correct as to such Purchaser.
-2-
The execution by the Supplemental Purchasers shall constitute
a contract between the Company and the Supplemental Purchasers 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: C. Xxxxxxxx Xxxxxxxx, III
----------------------------------------
Title: Principal & Authorized Representative
---------------------------------------
Assistant Secretary
The foregoing is agreed to
as of the date thereof.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
by Xxxxx X. Xxxxxx and Company Inc., as
Investment Adviser
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
C.M. LIFE INSURANCE COMPANY
by Xxxxx X. Xxxxxx and Company Inc., as
Investment Sub-Adviser
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-1
The execution by the Supplemental Purchasers shall constitute
a contract between the Company and the Supplemental Purchasers 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:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
The foregoing is agreed to
as of the date thereof.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Adviser
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Managing Director
----------------------------------
C.M. LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Sub-Adviser
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Managing Director
----------------------------------
S-1
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name of Purchaser Notes to be Purchased
----------------- ---------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $4,800,000
(1) All payments on account of the Note shall be made by crediting in the form
of bank wire transfer of Federal or other immediately available funds
(identifying each payment as Xxxxxx Associates LLC, 8.11% Senior Notes,
Series B, due June 30, 2010, interest and principal), to:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA No. 000000000
For MassMutual Long-Term Pool
Account No. 4067-3488
Re: Description of security, principal and interest split
With telephone advice of payment to the Securities Custody and Collection
Department of Xxxxx X. Xxxxxx & Company Inc. at (000) 000-0000 or (413)
744-5718
(2) All notices and communications with respect to payments to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Custody and Collection Department F 381
(3) All other notices and communications to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Investment Division
Tax ID # 00-0000000
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name of Purchaser Notes to be Purchased
----------------- ---------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $1,000,000
(1) All payments on account of the Note shall be made by crediting in the form
of bank wire transfer of Federal or other immediately available funds
(identifying each payment as Xxxxxx Associates LLC, 8.11% Senior Notes,
Series B, due June 30, 2010, interest and principal), to:
Chase Manhattan Bank, N.A.
0 Xxxxx XxxxxXxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA No. 000000000
For MassMutual Pension Management
Account No. 910-0000000
Re: Description of security, principal and interest split
With telephone advice of payment to the Securities Custody and Collection
Department of Xxxxx X. Xxxxxx & Company Inc. at (000) 000-0000 or (413)
744-5718
(2) All notices and communications with respect to payments to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Custody and Collection Department F 381
(3) All other notices and communications to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Investment Division
Tax ID # 00-0000000
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name of Purchaser Notes to be Purchased
----------------- ---------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $2,800,000
(1) All payments on account of the Note shall be made by crediting in the form
of bank wire transfer of Federal or other immediately available funds
(identifying each payment as Xxxxxx Associates LLC, 8.11% Senior Notes,
Series B, due June 30, 2010, interest and principal), to:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA No. 000000000
For MassMutual Spot Priced Contract
Account No. 3890-4953
Re: Description of security, principal and interest split
With telephone advice of payment to the Securities Custody and Collection
Department of Xxxxx X. Xxxxxx & Company Inc. at (000) 000-0000 or (413)
744-5718
(2) All notices and communications with respect to payments to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Custody and Collection Department F 381
(3) All other notices and communications to be addressed to:
Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Investment Division
Tax ID # 00-0000000
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASERS
Principal Amount of
Name of Purchaser Notes to be Purchased
----------------- ---------------------
C.M. LIFE INSURANCE COMPANY $1,400,000
(1) All payments on account of the Note shall be made by crediting in the form
of bank wire transfer of Federal or other immediately available funds
(identifying each payment as Xxxxxx Associates LLC, 8.11% Senior Notes,
Series B, due June 30, 2010, interest and principal), to:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA No. 000000000
For Segment 43 - Universal Life
Account No. 4068-6561
Re: Description of security, principal and interest split
With telephone advice of payment to the Securities Custody and Collection
Department of Xxxxx X. Xxxxxx & Company Inc. at (000) 000-0000 or (413)
744-5718
(2) All notices and communications with respect to payments to be addressed to:
C.M. Life Insurance Company
c/o Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Custody and Collection Department F 381
(3) All other notices and communications to be addressed to:
C.M. Life Insurance Company
c/o Massachusetts Mutual Life Insurance Company
c/o Xxxxx X. Xxxxxx & Company Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Securities Investment Division
Tax ID # 00-0000000
Schedule A
SCHEDULE 5
CHANGES TO
REPRESENTATIONS AND WARRANTIES
Schedule 5
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
8.11% Senior Notes, Series B
due June 30, 2010
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.
Schedule 5.5
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$10,000,000
8.11% Senior Notes, Series B
due June 30, 2010
SCHEDULE 5.15
Existing Indebtedness
See Attached
XXXXXX ASSOCIATES LLC Schedule 5.15
SCHEDULE OF LOANS
UNAUDITED
LENDOR LOAN TYPE ORIGINAL BALANCE
DATE BALANCE OR AS OF
AVAILABLE 05/31/00
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LOANS:
------
BANK OF AMERICA (SEE ATTACHED) 9/30/1992 MULTI-CUR 10,000,000 7,615,576
REVOLVER LOANS (VARIOUS
MATURITIES) 5/28/1996 REVOLVER 70,000,000 63,000,000
-------------
TOTAL REVOLVING CREDIT LOANS 70,615,576
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XXXXXX BANK/BANK OF
AMERICA/NATIONS BANK 5/28/1996 TERM 30,000,000 15,625,000
TOTAL UNSECURED BANK TERM
-------------
LOANS 15,625,000
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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
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CAPITAL LEASES:
--------------
IBM 16 2/1/1998 CAP LEASE 4,216,625 744,289
IBM 17 2/1/1998 CAP LEASE 560,438 98,925
IBM 18 2/1/1998 CAP LEASE 427,000 75,371
IBM 20 9/1/1999 CAP LEASE 2,279,113 423,887
IBM 21 10/1/1998 CAP LEASE 6,615,000 3,000,254
IBM 22 1/15/1999 CAP LEASE 5,166,000 2,733,150
IBM 23 1/27/1999 CAP LEASE 4,275,000 2,664,548
IBM 24 6/4/1999 CAP LEASE 2,519,300 1,697,399
IBM 25 9/29/1999 CAP LEASE 1,387,750 933,041
IBM 26 10/15/1999 CAP LEASE 2,828,875 1,923,401
IBM 27 10/15/1999 CAP LEASE 1,441,125 601,820
IBM 28 10/25/1999 CAP LEASE 2,049,600 1,778,412
IBM 29 1/10/2000 CAP LEASE 889,233 683,876
IBM 30 1/12/2000 CAP LEASE 850,907 679,316
Siemens Rolm 1 9/30/1997 CAP LEASE 1,034,5% 306,555
Siemens Rolm lA 9/30/ 1997 CAP LEASE 759,734 225,019
Siemens Rolm 2 9/30/1997 CAP LEASE 180,501 57,155
Siemens Rolm 3 9/30/1997 CAP LEASE 1,095,828 324,058
Siemens Rolm4 2/1/1998 CAP LEASE 1,788,501 797,628
Siemens Rolm 5 6/1/1998 CAP LEASE 1,066,067 563,765
Siemens Rolm 6 6/1/1998 CAP LEASE 1,438,024 731,365
Siemens Rolm 7 7/1/1998 CAP LEASE 1,005,632 553,233
Siemens Rolm 8 7/1/1998 CAP LEASE 880,400 484,339
Siemens Rolm 9 7/1/1998 CAP LEASE 941,061 517,710
Siemens Ro1m 10 11/30/1998 CAP LEASE 643,177 382,029
Siemens Rolm 11 8/17/1999 CAP LEASE 839,621 662,740
Siemens Rolm 12 8/17/1999 CAP LEASE 416,032 328,376
Siemens Rolm 13 9/13/1999 CAP LEASE 675,980 546,515
Siemens Rolm 14 9/13/1999 CAP LEASE 807,463 652,823
Siemens Rolm 15 9/13/1999 CAP LEASE 1,210,227 978,439
Siemens Rolm 16 9/13/1999 CAP LEASE 1,269,608 1,050,600
Siemens Rolm 17 9/29/1999 CAP LEASE 1,223,783 1,012,703
Siemens Rolm 18 9/29/1999 CAP LEASE 1,837,733 1,520,607
Siemens Rolm 19 9/29/1999 CAP LEASE 1,721,941 1,424,844
Siemens Rolm 20 1/3/2000 CAP LEASE 42,852 38,685
Siemens Rolm 21 1/3/2000 CAP LEASE 64,429 58,164
Siemens Rolm 22 3/31/2000 CAP LEASE 1,247,844 1,150,682
Siemens Rolm 23 3/31/2000 CAP LEASE 1.296,451 1,195,505
Siemens Rolm 24 3/31/2000 CAP LEASE 1,770,006 1,632,186
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TOTAL CAPITAL LEASES 35,233,414
-------------
-------------
TOTAL LOANS AND CAPITAL LEASES 156,473,990
=============
Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15
As of 31-May-00
Local Local Currency US Dollar
Borrower/Office Currency Amount Borrow Date Due Date Interim Int. Date Interest Rate Exchange Rate Equivalent
------------------------------------------------------------------------------------------------------------------------------------
United Kingdom GBP 500,000 12/13/1999 6/12/2000 3/13/2000 6.95000% 1.6250 812.500
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 10/6/2000 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 12/6/1999 6/5/2000 3/6/2000 4.25000% 0.1533 306,697
Singapore S$ 1,050,000 12/6/1999 6/5/2000 3/6/2000 4.04000% 0.5935 623,145
Hong Kong HK$ 1,000,000 12/13/1999 6/12/2000 3/13/2000 7.09000% 0.1286 128,617
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 50,000,000 12/6/1999 6/5/2000 3/6/2000 1.06250% 0.0098 488,281
Japan JPY 20,000,000 12/7/1999 6/5/2000 3/6/2000 1.02000% 0.0098 195,446
Japan JPY 20,000,000 12/20/1999 6/19/2000 3/20/2000 1.19000% 0.0097 194,175
Japan JPY 20,000,000 12/29/1999 6/26/2000 3/28/2000 1.18750% 0.0098 195,599
Japan JPY 20,000,000 2/18/2000 8/16/2000 5/18/2000 0.92000% 0.0092 184,000
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Total 7,615,576
