Exhibit 10.4
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Dated as of March 30, 2000
AMONG
THE BANKS
AND
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
PRINCIPAL LIFE INSURANCE COMPANY
ALLSTATE LIFE INSURANCE COMPANY
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
ACE PROPERTY AND CASUALTY INSURANCE COMPANY
CONNECTICUT GENERAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE
OR MORE SEPARATE ACCOUNTS
JEFFERSON-PILOT LIFE INSURANCE COMPANY
XXXXXXXXX XXXXXXXX LIFE INSURANCE COMPANY OF AMERICA
LIFE INSURANCE COMPANY OF NORTH AMERICA
NORTHERN LIFE INSURANCE COMPANY
RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
RELIASTAR LIFE INSURANCE COMPANY
LIBERTY LIFE INSURANCE COMPANY
AND
THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA
TABLE OF CONTENTS
SECTION HEADING PAGE
Parties 2
Recitals 2
SECTION 1. DEFINITIONS 4
SECTION 2. SHARING OF RECOVERIES 8
Section 2.1. Pro Rata Share 8
Section 2.2. Letters of Credit 9
SECTION 3. AGREEMENTS AMONG THE CREDITORS 9
Section 3.1. Independent Actions by Creditors 9
Section 3.2. Relation of Creditors 10
Section 3.3. Acknowledgment of Guaranties 10
Section 3.4. Additional Creditors 10
SECTION 4. MISCELLANEOUS 10
Section 4.1. Entire Agreement 10
Section 4.2. Notices 11
Section 4.3. Successors and Assigns 11
Section 4.4. Consents, Amendment, Waivers 11
Section 4.5. Governing Law 11
Section 4.6. Counterparts 11
Section 4.7. Sale of Interest 11
Section 4.8. Severability 12
Section 4.9. Expenses 12
Section 4.10. Term of Agreement 12
Signature Page 16
AMENDED AND RESTATED INTERCREDITOR AGREEMENT
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (the or this
"Agreement"), dated as of March 30, 2000, is made among (i) the
Banks (as hereinafter defined) and (ii) each of the Noteholders
(as hereinafter defined); the Noteholders, the Banks and each of
the additional Persons, if any, that become Creditors hereunder
as contemplated by Section 3.4 hereof are individually referred
to herein as a "Creditor" and are collectively referred to herein
as the "Creditors".
R E C I T A L S:
A. Under and pursuant to the separate and several Note
Purchase Agreements, each dated as of February 14, 1997 (as
amended by the First Amendment to Note Purchase Agreements dated
as of August 20, 1997, the Second Amendment to Note Purchase
Agreements dated as of March 30, 2000 (the "Second Amendment")
and as such agreements may be amended or modified from time to
time, collectively, the "Note Purchase Agreements"), between
Insituform Technologies, Inc., a Delaware corporation (the
"Company"), and each of the Purchasers named on Schedule A
attached thereto respectively, the Company has heretofore issued
and sold its 7.88% Senior Notes, Series A, due February 14, 2007,
in the aggregate principal amount of $110,000,000 (the "Notes").
The holders of the Notes currently outstanding are referred to
herein individually as a "Noteholder" and collectively as the
"Noteholders."
B. Under and pursuant to the Guaranty Agreement dated as of
August 20, 1997 (as it may be modified, amended, renewed or
replaced, the "Initial Noteholder Guaranty"), the Subsidiaries of
the Company party thereto (the "Initial Noteholder Subsidiary
Guarantors") irrevocably, absolutely and unconditionally
guaranteed to the Noteholders the payment of the principal of,
premium, if any, and interest on the Notes and the payment and
performance of all other obligations of the Company under the
Note Purchase Agreements. Under and pursuant to the Guaranty
Agreement dated as of March 31, 1998 (as it may be modified,
amended, renewed or replaced, the "Additional Noteholder
Guaranty"), Insituform Southwest, Inc. (the "Additional Note-
holder Subsidiary Guarantor"), successor in interest to
Insituform Southwest, irrevocably, absolutely and unconditionally
guaranteed to the Noteholders the payment of the principal of,
premium, if any, and interest on the Notes and the payment and
performance of all other obligations of the Company under the
Note Purchase Agreements. The Initial Noteholder Guaranty, the
Additional Noteholder Guaranty and any additional guaranties
delivered to the Noteholders as a result of a guaranty being
delivered to the Banks (as defined below), as such additional
guaranty may be modified, amended, renewed or replaced from time
to time, are hereinafter referred to collectively as the
"Noteholder Guaranty." Xxxxxxxxx, Inc., INA Acquisition Corp and
Insituform Technologies USA, Inc., together with the Company, are
the successors in interest to the Initial Noteholder Subsidiary
Guarantors and the Additional Noteholder Subsidiary Guarantor.
C. Under and pursuant to the Multicurrency Credit
Agreement dated as of March 30, 2000 (as such agreement may be
amended, modified, renewed or replaced from time to time, the
"Loan Agreement"), by and among the Company, each Subsidiary (as
defined therein) of the Company from time to time designated by
the Company as a borrower thereunder (the "Subsidiary Borrowers";
the Subsidiary Borrowers and the Company being hereinafter
referred to individually as an "Obligor" and collectively as the
"Obligors"), each Lender from time to time party thereto (the
"Lenders") and Bank of America, N.A., as Administrative Agent and
as Issuing Lender ("BofA"; BofA and the Lenders being hereinafter
referred to collectively as the "Banks"), the Banks have made
available to the Obligors certain revolving credit facilities in
a current aggregate principal amount of up to $50,000,000 (all
obligations in respect of said credit facilities being
hereinafter collectively referred to as the "Loans").
D. Under and pursuant to the Master Guaranty dated as of
March 30, 2000 (as may be modified, amended, renewed or replaced
from time to time, and together with any additional guaranty
executed and delivered to the Banks in respect of the Loan
Agreement, the "Bank Guaranty"), Xxxxxxxxx, Inc., INA Acquisition
Corp., Insituform Technologies USA, Inc. and the Company
irrevocably, absolutely and unconditionally guarantee to the
Banks the payment and performance of all obligations of the
Obligors under the Loan Agreement.
E. The Noteholders have required as a condition precedent
to their entering into the Second Amendment that the Noteholders
and the Banks enter into this Agreement, providing for, inter
alia, the equal and ratable sharing of payments received from the
Subsidiary Guarantors (as defined below) under the Bank Guaranty
and the Noteholder Guaranty, and that this Agreement shall amend,
restate and supersede in its entirety the Intercreditor Agreement
dated as of August 20, 1997 among the Noteholders and BofA (as
successor in interest to NationsBank, N.A.), as supplemented by
Supplement No. 1 thereto dated as of March 31, 1998 (the
"Original Intercreditor Agreement"). The Bank Guaranty and the
Noteholder Guaranty are hereinafter referred to collectively as
the "Subsidiary Agreements." "Subsidiary Guarantors" means any
Subsidiary of the Company that delivers or is required to deliver
a Subsidiary Agreement.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. DEFINITIONS.
The following terms shall have the meanings assigned to them
below in this Section 1 or in the provisions of this Agreement
referred to below:
"Additional Noteholder Guaranty" shall have the meaning set
forth in the Recitals hereof.
"Additional Noteholder Subsidiary Guarantor" shall have the
meaning set forth in the Recitals hereof.
"Bankruptcy Proceeding" shall mean, with respect to any
person, (i) the filing by such person, or consent by answer or
otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (ii) the making of an assignment
for the benefit of such person's creditors, (iii) consent by such
person to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to such person or
with respect to any substantial part of its property, (iv) the
adjudication of such person as insolvent or to be liquidated,
(v) the taking by such person of corporate action for the purpose
of any of the foregoing, or (vi) the entry by a court or
governmental authority of competent jurisdiction of an order
appointing, without consent by such person, a custodian,
receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the
dissolution, winding-up or liquidation of such person.
"Banks" shall have the meanings assigned thereto in the
introductory paragraph hereto.
"Bank Guaranty" shall have the meaning assigned thereto in
the Recitals hereof.
"BofA" shall have the meaning assigned thereto in the
Recitals hereof.
"Company" shall have the meaning assigned thereto in the
Recitals hereof.
"Credit Documents" shall mean, collectively, the Note
Purchase Agreements, the Loan Agreement and each other agreement
or document pursuant to which any Person becomes an additional
Creditor pursuant to Section 3.4.
"Creditor" shall have the meaning assigned thereto in the
introductory paragraph hereto.
"Excess Subsidiary Payment" shall mean as to any Creditor an
amount equal to the Subsidiary Payment received by such Creditor
less the Pro Rata Share of Subsidiary Payments to which such
Creditor is then entitled.
"Initial Noteholder Guaranty" shall have the meaning set
forth in the Recitals hereof.
"Initial Noteholder Subsidiary Guarantors" shall have the
meaning set forth in the Recitals hereof.
"Lenders" shall have the meaning set forth in the Recitals
hereof.
"Loan Agreement" shall have the meaning assigned thereto in
the Recitals hereof.
"Loans" shall have the meaning assigned thereto in the
Recitals hereof.
"Note Purchase Agreements" shall have the meaning assigned
thereto in the Recitals hereof.
"Noteholder" and "Noteholders" shall have the meanings
assigned thereto in the Recitals hereof.
"Noteholder Guaranty" shall have the meaning assigned
thereto in the Recitals hereof.
"Notes" shall have the meaning assigned thereto in the
Recitals hereof.
"Obligors" shall have the meaning assigned thereto in the
Recitals hereof.
"Original Intercreditor Agreement" shall have the meaning
assigned thereto in the Recitals hereof.
"Person" shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated
organization, and a government or agency or political subdivision
thereof.
"Pro Rata Share of Subsidiary Payments" shall mean as of the
date of any Subsidiary Payment to a Creditor in respect to a
Subsidiary Agreement an amount equal to the product obtained by
multiplying (x) the amount of all Subsidiary Payments made by the
Subsidiary Guarantors to all Creditors concurrently with the
payments to such Creditor less all reasonable costs incurred by
such Creditors in connection with the collection of such
Subsidiary Payments by (y) a fraction, the numerator of which
shall be the Specified Amount owing to such Creditor, and the
denominator of which is the aggregate amount of all outstanding
Subject Obligations (without giving effect to the application of
any such Subsidiary Payments).
"Receiving Creditor" shall have the meaning assigned thereto
in Section 2.
"Second Amendment" shall have the meaning assigned thereto
in the Recitals hereof.
"Special Trust Account" shall have the meaning assigned
thereto in Section 2.2.
"Specified Amount" shall mean, as to any Creditor, the
aggregate amount of the Subject Obligations owed to such
Creditor.
"Subject Obligations" shall mean (i) all principal of,
premium, if any, and interest on, the Notes and the Loans and all
other obligations of any of the Obligors under or in respect of
the Notes and the Loans and under the Note Purchase Agreements
and the Loan Agreement and any other obligations of any of the
Obligors to the Banks or the Noteholders which are guaranteed by
the Bank Guaranty or the Noteholder Guaranty and (ii) all
principal of, premium, if any, and interest on, the obligations
of the Subsidiary Guarantors under or in respect of the
agreements and documents referred to in Section 3.4 hereof
pursuant to which other Persons have become creditors of the
Subsidiary Guarantors and "Creditors" hereunder as contemplated
in Section 3.4 hereof; provided that any amount of such Subject
Obligations which is not allowed as a claim enforceable against
an Obligor in a Bankruptcy Proceeding under applicable law shall
be excluded from the computation of "Subject Obligations"
hereunder.
"Subsidiary" shall have the meaning set forth in the Note
Purchase Agreements as in effect on the date hereof.
"Subsidiary Agreements" shall have the meaning assigned
thereto in the Recitals hereof.
"Subsidiary Borrowers" shall have the meaning set forth in
the Recitals hereof.
"Subsidiary Guarantors" shall have the meaning assigned
thereto in the Recitals hereof.
"Subsidiary Payments" shall have the meaning assigned
thereto in Section 2.
SECTION 2. SHARING OF RECOVERIES.
Section 2.1. Pro Rata Share. Each Creditor hereby agrees with
each other Creditor that payments (including payments made
through setoff of deposit balances or otherwise or payments or
recoveries from any security interest granted to any Creditor
securing any Subsidiary Agreement) made by a Subsidiary Guarantor
pursuant to the terms of the Subsidiary Agreements ("Subsidiary
Payments") (x) within 90 days prior to the commencement of a
Bankruptcy Proceeding with respect to any of the Subsidiary
Guarantors or the Obligors, as the case may be, or (y) following
the acceleration of the Notes generally or the Loans or the
acceleration of any other Subject Obligation, shall be shared so
that each Creditor shall receive its Pro Rata Share of Subsidiary
Payments. Accordingly, each Creditor hereby agrees that in the
event (a) an event described in clauses (x) or (y) above shall
have occurred, (b) any Creditor shall receive a Subsidiary
Payment (a "Receiving Creditor"), and (c) any other Creditor
shall not concurrently receive its Pro Rata Share of Subsidiary
Payments from the Subsidiary Guarantors, then the Receiving
Creditor shall promptly remit the Excess Subsidiary Payment to
each other Creditor who shall then be entitled thereto so that
after giving effect to such payment (and any other payments then
being made by any other Receiving Creditor pursuant to this
Section 2) each Creditor shall have received its Pro Rata Share
of Subsidiary Payments.
Any such payments shall be deemed to be and shall be made in
consideration of the purchase for cash at face value, but without
recourse, ratably from the other Creditors of such amount of
Notes or Loans (or interest therein), as the case may be
(exclusive of any lien or security interest granted to such other
Creditors and not securing a Subsidiary Agreement), necessary to
cause such Creditor to share such Excess Subsidiary Payment with
the other Creditors as hereinabove provided; provided, however,
that if any such purchase or payment is made by any Receiving
Creditor and if such Excess Subsidiary Payment or part thereof is
thereafter recovered from such Receiving Creditor by the
Subsidiary Guarantors (including, without limitation, by any
trustee in bankruptcy of the Subsidiary Guarantors or any
creditor thereof), the related purchase from the other Creditors
shall be rescinded ratably and the purchase price restored as to
the portion of such Excess Subsidiary Payment so recovered, but
without interest; and provided further nothing herein contained
shall obligate any Creditor to resort to any setoff, application
of deposit balance or other means of payment under any Subsidiary
Agreement or avail itself of any recourse by resort to any
property of the Company or the Subsidiary Guarantors, the taking
of any such action to remain within the absolute discretion of
such Creditor without obligation of any kind to the other
Creditors to take any such action.
Section 2.2. Letters of Credit. Notwithstanding anything herein
to the contrary, any amounts to be distributed to the Banks after
an event described in clause (x) or (y) of Section 2.1 above for
application as provided in the Loan Agreement with respect to the
undrawn portion of any outstanding letters of credit issued by
the Banks shall be held by the Banks receiving the same in an
interest bearing trust account (the "Special Trust Account") as
collateral security for such liabilities until a drawing thereon,
at which time such amounts, together with the interest accrued
thereon, shall be applied to such letter of credit liabilities.
If any such letters of credit expire without having been drawn
upon in full, amounts held in the Special Trust Account with
respect to the undrawn portion of such letters of credit,
together with the interest accrued thereon, shall be treated as a
Subsidiary Payment and shared in the manner provided in Section
2.1 hereof.
SECTION 3. AGREEMENTS AMONG THE CREDITORS.
Section 3.1. Independent Actions by Creditors. Nothing
contained in this Agreement shall prohibit any Creditor from
accelerating the maturity of, or demanding payment from the
Subsidiary Guarantors on, any Subject Obligation of any Obligor
to such Creditor or from instituting legal action against any
Obligor or Subsidiary Guarantor or to obtain a judgment or other
legal process in respect of such Subject Obligation, but any
funds received from the Subsidiary Guarantors in connection with
any recovery under any Subsidiary Agreement (exclusive of
recoveries arising from liens or security interests granted to
other Creditors and not securing any Subsidiary Agreement) shall
be subject to the terms of this Agreement.
Section 3.2. Relation of Creditors. This Agreement is entered
into solely for the purposes set forth herein, and no Creditor
assumes any responsibility to any other party hereto to advise
such other party of information known to such regarding the
financial condition of the Obligors or the Subsidiary Guarantors
or of any other circumstances bearing upon the risk of nonpayment
of the Subject Obligations. Each Creditor specifically
acknowledges and agrees that nothing contained in this Agreement
is or is intended to be for the benefit of the Obligors or the
Subsidiary Guarantors and nothing contained herein shall limit or
in any way modify any of the obligations of the Obligors or the
Subsidiary Guarantors to the Creditors.
Section 3.3. Acknowledgment of Guaranties. The Banks hereby
expressly acknowledge the existence of the Noteholder Guaranty
and the Noteholders hereby expressly acknowledge the existence of
the Bank Guaranty.
Section 3.4. Additional Creditors. Additional Persons which
receive a "Guaranty" of "Indebtedness" of the Company (as such
terms are defined in the Note Purchase Agreements) as
contemplated in Section 9.8 of the Note Purchase Agreements may
become "Creditors" hereunder by executing and delivering to each
of the then existing Creditors (i) a copy of this Agreement so
executed and (ii) a copy of the agreement or documents pursuant
to which such Person becomes a creditor of the Company.
Accordingly, upon the execution and delivery of any such copy of
this Agreement by any such Person, such Person shall thereinafter
become a Creditor for all purposes of this Agreement.
Notwithstanding the foregoing or any other provision of this
Agreement, the provisions hereof shall not in any manner modify
any covenant, obligation or agreement of the Company and its
Subsidiaries contained in the Credit Documents with respect to
(x) limitations on additional indebtedness of the Company or any
Subsidiary permitted under any Credit Document or (y) limitations
on liens or security interests which may be created or granted by
the Company or any Subsidiary under such Credit Document.
SECTION 4. MISCELLANEOUS.
Section 4.1. Entire Agreement. This Agreement represents the
entire Agreement among the Creditors and, except as otherwise
provided, this Agreement may not be altered, amended or modified
except in a writing executed by all the parties to this
Agreement. This Agreement shall in all respects amend, restate
and supersede the Original Intercreditor Agreement.
Section 4.2. Notices. Notices hereunder shall be given to the
Creditors at their addresses as set forth in the Note Purchase
Agreements or the Loan Agreement, as the case may be, or at such
other address as may be designated by each in a written notice to
the other parties hereto.
Section 4.3. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of each of the Creditors
and their respective successors and assigns, whether so expressed
or not, and, in particular, shall inure to the benefit of and be
enforceable by any future holder or holders of any Subject
Obligations, and the term "Creditor" shall include any such
subsequent holder of Subject Obligations, wherever the context
permits.
Section 4.4. Consents, Amendment, Waivers. All amendments,
waivers or consents of any provision of this Agreement shall be
effective only if the same shall be in writing and signed by all
of the Creditors. The Required Holders (as defined in the Note
Purchase Agreements) may enter into any such amendment, waiver or
consent on behalf of all Noteholders.
Section 4.5. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Illinois.
Section 4.6. Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one Agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.
Section 4.7. Sale of Interest. No Creditor will sell, transfer
or otherwise dispose of any interest in the Subject Obligations
unless such purchaser or transferee shall agree, in writing, to
be bound by the terms of this Agreement, or unless the Subject
Obligations are sold, transferred or disposed of at a time when
the Subsidiary Agreements are no longer in effect for the benefit
of such Subject Obligations.
Section 4.8. Severability. In case any one or more of the
provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby.
Section 4.9. Expenses. In the event of any litigation to
enforce this Agreement, the prevailing party shall be entitled to
its reasonable attorney's fees (including the allocated costs of
in-house counsel).
Section 4.10. Term of Agreement. This Agreement shall terminate
when all Subject Obligations are paid in full and such payments
are not subject to any possibility of revocation or rescission or
until all of the parties hereto mutually agree in a writing to
terminate this Agreement.
[Intentionally Blank]
The undersigned hereby acknowlege and agree to the foregoing
Agreement.
INSITUFORM TECHNOLOGIES, INC.
By s/Xxxxxx X. Xxxxx
--------------------------
Its Vice President-Chief
Financial Officer
XXXXXXXXX, INC.
INA ACQUISITION CORP.
INSITUFORM TECHNOLOGIES USA, INC.
By s/Xxxxxx X. Xxxxx
----------------------------
Vice President of each of the
Foregoing entities
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first above written.
BANK OF AMERICA, N.A. THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By s/Xxxxxxx X. Xxxxxxxx By s/Xxxxxxx X. Xxxxxx
-------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Managing Director Authorized Representative
PRINCIPAL LIFE INSURANCE COMPANY LIBERTY LIFE INSURANCE COMPANY
(formerly known as Principal (formerly known as Xxxxxx
Mutual Life Insurance Company) National Life Insurance
Company)
By s/XxXxxxx X. Xxxxx By s/Xxxxxxx X. Xxxx
------------------------- ---------------------------
XxXxxxx X. Xxxxx Xxxxxxx X. Xxxx
Authorized Representative
By s/Xxx X. Xxxxx
--------------------------
Xxx X. Xxxxx
NORTHERN LIFE INSURANCE COMPANY CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By s/Xxxxx X. Xxxxxxx ACE PROPERTY AND CASUALTY
--------------------------- INSURANCE COMPANY (for-
Xxxxx X. Xxxxxxx mally known as CIGNA
Assistant Treasurer Property and Casualty
Insurance Company)
RELIASTAR LIFE INSURANCE COMPANY CONNECTICUT GENERAL LIFE
Successor by merger to INSURANCE COMPANY, on
RELIASTAR UNITED SERVICES LIFE behalf of one or more
INSURANCE COMPANY separate accounts
By s/Xxxxx X. Xxxxxxx LIFE INSURANCE COMPANY OF
--------------------------- NORTH AMERICA
Xxxxx X. Xxxxxxx
Authorized Representative By: CIGNA Investments, Inc.
RELIASTAR LIFE INSURANCE COMPANY
OF NEW YORK (formally known as By s/Xxxxxxx X. Xxxxxx
ReliaStar Bankers Security ---------------------------
Life Insurance Company) Xxxxxxx X. Xxxxxx
Managing Director
By s/Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Vice President, Investments
RELIASTAR LIFE INSURANCE COMPANY
By s/Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Authorized Representative
ALLSTATE LIFE INSURANCE COMPANY JEFFERSON-PILOT LIFE
INSURANCE COMPANY
By s/ By s/Xxxxxx X. Xxxxxx XX
-------------------------- -------------------------
Xxxxxx X. Xxxxxx XX
Authorized Representative Vice President
By s/ XXXXXXXXX XXXXXXXX LIFE
-------------------------- INSURANCE COMPANY OF
AMERICA
Authorized Representative
By s/Xxxxxx X. Xxxxxx XX
THE SECURITY MUTUAL LIFE -------------------------
INSURANCE COMPANY OF Xxxxxx X. Xxxxxx XX
LINCOLN, NEBRASK Vice President
By s/Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Vice President
Chief Investment Officer
