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
-------------------------------------
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
-----------------------------------
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
------------------------------
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
-----------
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.
-----------------------------------------------------
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
---------------------------------------------
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
--------------------------------
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 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
-------------------------------------
Name: C. Xxxxxxxx Xxxxxxxx, III
-------------------------------------
Title: Principal & Authorized Representative
----------------------------------------
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
----------------------------------
Name: Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
--------------------------------------
S-1
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
NEW YORK LIFE INSURANCE AND $15,000,000
ANNUITY CORPORATION
(1) All payments by wire or intrabank transfer of immediately available funds
to:
Chase Manhattan Bank
New York, New York
ABA No. 000-000-000
Credit: New York Life Insurance and Annuity Corporation
General Account No. 000-0-00000
with sufficient information (including issuer, PPN number, interest rate,
maturity and whether payment is of principal, premium, or interest) to
identify the source and application of such funds,
with advice of such payments to:
New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Treasury Department
Securities Income Section
Room 209
Fax #: (000) 000-0000
(2) All other communications:
New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Investment Department
Private Finance Group
Xxxx 000
Fax #: (000) 000-0000
Schedule A
with a copy of any notices regarding defaults or Events of Default under
the operative documents to:
Attention: Xxxxxx xx Xxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxxxx, Xxxx 0000
Fax #: (000) 000-0000
Tax ID # 00-0000000
2
Schedule A
SCHEDULE 5
CHANGES TO
REPRESENTATIONS AND WARRANTIES
Schedule 5
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$15,000,000
7.93% Senior Notes, Series C
due June 30, 2007
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
$15,000,000
7.93% Senior Notes, Series C
due June 30, 2007
SCHEDULE 5.15
Existing Indebtedness
See Attached
Schedule 5.15
HEWTIT ASSOCIATES LLC Schedule 5.15
SCHEDULE OF LOANS
UNAUDITED
ORIGINAL
LOAN BALANCE OR BALANCE
LENDOR DATE TYPE AVAILABLE AS OF
05/31/00
--------------------------------------------------------------------------------------------------------------------
LOANS:
-----
BANK OF AMERICA (SEE ATTACHED) 9/30/1992 MULTI-CUR 10,000,000 7,615,576
REVOLVER LOANS (VARIOUS MATURITIES) 5/28/19% REVOLVER 70,000,000 63,000,000
-----------
TOTAL REVOLVING CREDIT LOANS 70,615,576
-----------
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
-----------
SENIOR NOTES 5/30/19% 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
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 1,034,596 306,555
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 Rolm 4 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 ?31,365
Siemens Rolm 7 7/1/1998 CAP LEASE 1,005,632 553,733
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 Rolm 10 11/30/1998 CAP LEASE 643,177 382,029
Siemens Rolm 11 8/17/1999 CAP LEASE 839,621 662,740
Siemens Rolm l2 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 807,463 652,873
Siemens Rolm 15 9/13/1999 CAP LEASE 1,210,227 978,439
Siemens Rohm 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
-----------
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 Currency Interim
Borrower/Office Local Currency Amount Borrow Date Due Date Int. Date Interest Rate Exchange Rate US Dollar Equivalent
------------------------------------------------------------------------------------------------------------------------------------
United Kingdom GBP 500,000 12/13/1999 6/12/2000 3/13/2000 6.9500096 1.6250 812,500
United Kingdom GBP 200,000 4/3/2000 101212000 7/3/2000 7.2200096 1.5950 319,000
United Kingdom GBP 350,000 4/1012000 10/6/2000 7/10/2000 7.2500096 1.6100 563,500
United Kingdom GBP 200,000 5/15/2000 11/13/2000 8/14/2000 7.2400096 1.5035 300,700
United Kingdom GBP 270,000 5/2212000 11/20V2000 8/21/2000 7.1800096 1.4815 400,005
United Kingdom GBP 300,000 2!7/2000 8/7/2000 5/8/2000 7.1400096 1.6010 480,300
United Kingdom GBP 950,000 2/18/2000 8/16/2000 5/18/2000 7.2000096 1.6100 1,529,500
France FF 1,000,000 5/30/2000 11/27/2000 8/2812000 5.14750% 0.1396 139,552
France FF 2,000,000 12/6/1999 6/5/2000 3/6/2000 4.25000(degree).6 0.1533 306,697
Singapore S$ 1,050,000 12/6/1999 6/5/2000 3/6/2000 4.0400096 0.5935 623,145
Hong Kong HK$ 1,000,000 12/13/1999 6/12/2000 3/13/2000 7.0900096 0.1286 128,617
Japan JPY 30,000,000 3/17/2000 9/13/2000 6/15/2000 0.9300096 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 0.8913096 0.0093 186,133
Japan JPY 50,000,000 12/6/1999 6/5/2000 3/612000 1.0625096 0.0098 488,281
Japan JPY 20,000,000 12/7/1999 6/5/2000 316/2000 1.020009'0 0.0098 195,446
Japan JPY 20,000,000 12/2011999 6/19/2000 3/20/2000 1.1900096 0.0097 194,175
Japan JPY 20,000,000 12/29/1999 6/26/2000 3/28/2000 1.1875096 0.0098 195,599
Japan JPY 20,000,000 2/18/2000 8/16/2000 5/18/2000 0.9200090 0.0092 184,000
---------
Total 7,615,576
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$15,000,000
7.93% Senior Notes, Series C
due June 30, 2010
SCHEDULE C
Existing Investments
Investments in Subsidiaries and Affiliates set forth in Schedule 5.4 and set
forth below:
As of March 31, 2000
ENTITY COUNTRY AMOUNT
(all in U.S. $)
Xxxxxx Associates Pty. Limited Australia $ 568,484
Xxxxxx Associates SARL and Xxxxxx
Associates LLC France 6,746,606
Xxxxxx Associates GmbH Germany 1,434,903
Xxxxxx Associates Srl Italy 1,504,609
Xxxxxx Associates Kabushiki Gaisya Japan 486,114
Xxxxxx Associates Limited New Zealand 431,065
Xxxxxx Associates Pte. Ltd. Singapore 1,911,936
Xxxxxx Associates, S.A. Spain 4,757,188
Xxxxxx Associates Limited United Kingdom 17,815,596
Annod Corp. United States 0
Xxxxxx Services LLC United States 0
Xxxxxx Associates Canada 58,252,369
Xxxxxx Associates de Mexico S. de
X.X. de C.V. and Intergamma de
Mexico S.C. and Xxxxxx Associates S.C. Mexico 654,230
Heijnis & Koelman, B.V. and Xxxxxx &
Koelman International, B.V. Netherlands 531,506
Xxxxxx Associates, S.A. Belgium 534,007
PRASA Xxxxxx International A.G. Switzerland 17,673
Xxxxxx Associates (Thailand) Limited Thailand 274,446
Xxxxxx Strat Asia, Inc. Philippines 106,667
Xxxxxx Associates Caribe, Inc. Puerto Rico 195,845
PT Xxxxxx Konsultan Indonesia Indonesia 911,230
Noble & Xxxxxx (India) Pvt. Ltd. India 910,295
Xxxxxx Associates Sp. z o.o. Poland 500,142
Xxxxxx Associates S.C. Limitada Brazil 0
Xxxxxx Associates (Chile) Limitada Chile 418,211
Xxxxxx Associates, S.A. Argentina 319,390
Schedule C Med Term Note/Xxxxxx Schedules (Series B)
Xxxxxx Associates LLC, Xxxxxx Associates
Consulting (Shanghai) Co. and Ltd. Beijing
Branch and Xxxxxx Associates Consulting
(Shanghai) Co. Ltd. China 3,185,050
Xxxxxx Associates GmbH Austria 198,980
Xxxxxx Associates Venezuela 0
Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx 286,836
Xxxxxx Associates SDN. BHD. Malaysia 275,602
Xxxxxx/Loneanalyser A.B. Sweden 24,638
Miscellaneous investments, loans and advances 932,200
--------------------------------------------------------------------------------
Total U.S.$104.185.818
================
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$15,000,000
7.93% Senior Notes, Series C
due June 30, 2010
SCHEDULE 5.3
Disclosure Materials
The Recent Events section (section C (p. 2)) of the Confidential Private
Placement Memorandum dated February 2000 is revised to reflect that current
projections for fiscal year 2000 and fiscal year 2001 suggest that
expenditures in connection with Xxxxxx Holdings' recently created eCommerce
subsidiary (Sageo LLC) may approach $100,000,000 (as compared to the
$60,000,000 to $70,000,000 estimate contained in the Confidential Private
Placement Memorandum). The Company is considering third party financing
alternatives as Sageo's business and business plan develop.
Schedule 5.45.3
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
XXXXXX ASSOCIATES LLC
$15,000,000
7.93% Senior Notes, Series C
due June 30, 2010
SCHEDULE 5.4
(i) List of Subsidiaries of Company (exclusive of Subsidiaries which
individually and in the aggregate are not Material)
a) Foreign subsidiaries
Country City Name Structure
Australia** Xxxxxx Xxxxxx Associates Pty. Ltd. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Belgium** Brussels Xxxxxx Associates, S.A. Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Canada** Toronto 3412822 Canada Inc. Wholly-owned subsidiary of Xxxxxx
Associates LLC
(inactive)
Canada** Toronto 3409635 Canada Inc. Wholly-owned subsidiary of Xxxxxx
Associates LLC
Canada** Toronto 3038402 Nova Scotia Company Wholly-owned subsidiary of Xxxxxx
Associates LLC. Continuing from the
amalgamation of 3025288 Nova Scotia
Company, Xxxxx X. Xxxxxxxx, Inc. and
976344 Ontario Limited as part of
the Xxxxx X. Xxxxxxxx, Inc.
acquisition.
Chile** Xxxxxxxx Xxxxxx Associates (Chile) 99% Xxxxxx Associates LLC
Limitada 1% Xxxxxx Holdings LLC
China** Shanghai Xxxxxx Associates Consulting Wholly-owned subsidiary of Xxxxxx
Beijing (Shanghai) Co. Ltd. Associates LLC*
Hong Kong Xxxxxx Associates LLC Branch Office
France** Xxxxx Xxxxxx Associates SARL Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Germany** Wiesbaden Xxxxxx Associates GmbH 96.5% held by Xxxxxx Associates LLC
and 3.5% held by Xxxxxx Holdings LLC
India** Bangalore Noble & Xxxxxx (India) Pvt. Wholly-owned subsidiary of Xxxxxx
Mumbia Ltd. Associates LLC
New Delhi
Schedule 5.4
Country City Name Structure
Indonesia** Jakarta PT Xxxxxx Konsultan Wholly-owned subsidiary of Xxxxxx
Indonesia Associates LLC*
Italy** Xxxxx Xxxxxx Associates Srl Wholly-owned subsidiary of Xxxxxx
Associates LLC*
Japan** Tokyo Xxxxxx Associates Kabushiki Wholly-owned subsidiary of Xxxxxx
Gaisya Associates LLC*
Malaysia** Kuala Xxxxxx Associates SDN. BHD Wholly-owned subsidiary of Xxxxxx
Lumpur Associates LLC
Mexico** Mexico City Xxxxxx Associates de Mexico Wholly-owned subsidiary of Xxxxxx
S. de X.X. de C.V. Associates LLC (30 Darwin building
holding co.)
Xxxxxx Associates S.C. Partnership owned 99% by Xxxxxx
Mexicana S. de X.X. de C.V. and 1%
by Xxxxxx Associates LLC
Xxxxxx Mexicana S. de X.X. Wholly-owned subsidiary of Xxxxxx
de C.V. Associates LLC (holding company)
Empresas Xxxxxx S. de X. X. Wholly-owned subsidiary of Xxxxxx
de C.V. Associates LLC (created to hold
interest in Xxxxxx Associates S.C.
not held by Xxxxxx Mexicans S. de
X.X. de C.V.) (Assignment from
Xxxxxx Associates LLC to Empresas
Xxxxxx is pending.)
New Wellington Xxxxxx Associates Limited Wholly-owned subsidiary of Xxxxxx
Zealand** Associates LLC*
Poland** Warsaw Xxxxxx Associates Sp. z o.o. Wholly-owned subsidiary of
Xxxxxx Associates LLC*
Portugal Lisbon Xxxxxx Associates, LLC Wholly-owned subsidiary of Xxxxxx
Sucursal en Protugal Associates LLC*
Singapore** Singapore Xxxxxx Associates Pte. Ltd. Wholly-owned subsidiary of
Xxxxxx Associates LLC*
South Xxxxxx Associates Korea Wholly-owned subsidiary of
Korea** Yuhan Xxxxx Xxxxxx Associates LLC
Spain** Madrid Xxxxxx Associates, S.A. Wholly-owned subsidiary of
Xxxxxx Associates LLC*
Thailand** Bangkok Xxxxxx Associates Wholly-owned subsidiary of
(Thailand) Limited Xxxxxx Associates LLC*
United St. Xxxxxx Xxxxxx Associates Limited Wholly-owned subsidiary of Xxxxxx
Kingdom** Associates LLC*
-----------------------------------------------------------------------------------------------------------------
* "Wholly-owned" means that at least 99% of the ownership
interest in these subsidiaries is held by Xxxxxx Associates LLC and affiliates.
**Designates a Restricted Subsidiary.
b) Other
Annod Corp.**, a Delaware corporation (wholly-owned subsidiary of
Xxxxxx Associates LLC)
Xxxxxx Distributions LLC**, an Illinois limited liability company (99%
held by Xxxxxx Associates LLC and 1% held by Annod Corporation, a
Delaware Corporation)
Xxxxxx Insurance Brokerage LLC**, an Illinois limited liability company
(99% held by Xxxxxx Associates LLC and 1 % held by Xxxxxx Holdings LLC)
(ii) List of Affiliates of Company
a) Foreign affiliates
Country City Name Structure
Argentina Buenos Aires Xxxxxx Associates, S.A. 40% held by Xxxxxx Associates LLC and
60% by Xxxxxxx Fastman
Austria Vienna Xxxxxx Associates GmbH 70% held by Xxxxxx Associates LLC and
30% owned by Xxxx Xxxxxxx
Brazil Sao Xxxxx Xxxxxx Associates S.C. 40% held by Xxxxxx Associates LLC,
Limitada 59% held by shareholders of Xxxxxxx-Xxxxx S.C.
Ltda and 1% held by Xxxxxx Xxxxxxx-Xxxxx
Canada Toronto Xxxxxx Associates Ontario general partnership comprised of Xxxxxx
Calgary Associates LLC and professional services
Vancouver corporations owned by Xxxxxx Holding LLC's
Canada-based Owners
Xxxxxx Management Ontario limited partnership of which 3409635
Services L.P. Canada, Inc. is the general partner and the
family trusts of each non-Vancouver Canadian
owner is a limited partner. Provides management
services to Xxxxxx Associates. (In process of
being wound down).
Xxxxxx Management Ltd. Owned by the family trusts of each Vancouver,
(formerly known as The Canadian owner. Provides management services to
Coles Group Consultants Xxxxxx Associates operations in Vancouver.
Ltd.)
Chile Xxxxxxxx Xxxxxx Associates (Chile) 40% held by Xxxxxx Associates LLC and
60% held by Xxxxxxxx Xxxxxxxx
Czech Prague see Austria Satellite office of Austrian company
Republic
Dominican Xxxxx Xxxxxx Associates Wholly-owned by Xxxxxx Associates Caribe, Inc.
Republic Xxxxxxx
Ireland Dublin Xxxxxx Associates Limited Branch Office of Xxxxxx Associates Limited
(United Kingdom)
Hungary Budapest see Austria Satellite office of Austrian Company
Country City Name Structure
Mexico Mexico City Intergamma S. C. 25% held by Xxxxxx Associates LLC and
75% held by 12 partners of Intergamma
Netherlands Amsterdam Xxxxxx & Koelman 50/50 joint venture between Xxxxxx Associates LLC
Eindhoven International, BV. (HKI) and Heijnis & Koelman BV. The Dutch partner holds
Rotterdam one preference share.
Utrecht
Netherlands Amsterdam Heijnis & Koelman B.V. 30% held by Xxxxxx Associates LLC and
70% held by individual owners
Philippines Manila Xxxxxx Strat Asia Inc. 40% held by Xxxxxx Associates LLC and
60% held by Strat Asia, Inc.
Puerto Rico San Xxxx Xxxxxx Associates 40% held by Xxxxxx Associates LLC,
Caribe, Inc. 55% held by Xxxxxx Xxxxxxx and 5% held by Xxxxxxx
Xxxxxxx
Slovenia Ljubljana see Austria Satellite office of Austrian Company
Sweden Stockholm Xxxxxx/Lbneanalyser A.B. 49% Xxxxxx Associates LLC (490) shares)
51% Ltineanalyser A.B. (510 shares) Agreement
signed May 1, 0000
Xxxxxxxxxxx Neuchatel PRASA Xxxxxx Registered name PRASA XXXXXX X.X. Xxxxxx
Xxxxxx International Associates LLC in process of bringing 55.5%
Zurich A.G. (PHI) interest held by PRASA. 363 shares transferred on
1/1/ of each year through 2009.
Venezuela Caracas Xxxxxx Associates Branch office of Xxxxxx Associates Caribe, Inc.
b) Other affiliates
The Bayview Trust, an Illinois trust (100% of the beneficial interest
held by Xxxxxx Holdings LLC);
Overlook Associates, an Illinois partnership (51% held by Xxxxxx
Holdings LLC and 49% held by Tower Parkway Associates);
Xxxxxx Holdings LLC, an Illinois limited liability company (holder of
100% of interest in Xxxxxx Associates LLC, among other holdings;
Xxxxxx Services LLC, an Illinois limited liability company (100% held
by Xxxxxx Holdings LLC);
Xxxxxx Properties I LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC);
Xxxxxx Properties II LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC).
Xxxxxx Properties III LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC);
Xxxxxx Properties IV LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC);
Xxxxxx Properties V LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC);
Xxxxxx Properties VI LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC);
Xxxxxx Properties VII LLC, an Illinois limited liability company (100%
held by Xxxxxx Holdings LLC); and
Sageo LLC, a Delaware limited liability company (100% held by Xxxxxx
Holdings LLC).
(iii) List of Managers/Senior Officers of Company
Xxxxxx X. Xxxxxx Chairman of Executive Committee of Xxxxxx Holdings
Xxxx X. Xxxxxxx Chief Executive/Manager
Xxxx X. Xxxx Chief Administrative Officer/Manager/Assistant Secretary
Xxx XxXxxxxxxx Chief Financial Officer
Xxxxx Xxxxx Practice Leader for the Total Benefit Administration Services
Xxxxxxxx X. Xxxxx Secretary
C. Xxxxxxxx Xxxxxxxx, III General Counsel/Assistant Secretary/Manager
Xxxxx X. Xxxx Assistant Secretary
Xxxx X. Xxxxxx Director of Insurance
