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
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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
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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
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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
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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 B Notes Issued Under and Pursuant to Agreement.
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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
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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
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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 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
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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.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
by Xxxxx X. Xxxxxx and Company Inc., as
Investment Adviser
By:
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Name:
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Title:
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C.M. LIFE INSURANCE COMPANY
by Xxxxx X. Xxxxxx and Company Inc., as
Investment Sub-Adviser
By:
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Name:
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Title:
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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:
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Name:
---------------------------------
Title:
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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
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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C.M. LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Sub-Adviser
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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