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
