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EXHIBIT 4-O
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS
AMENDMENT NO. 1 dated as of April 1, 1999 to each of the Note Purchase
Agreements dated September 10, 1998 (the "NOTE PURCHASE AGREEMENTS"), between
TruServ Corporation (the "Company") and the Purchasers listed on the signature
pages hereto (the "PURCHASERS").
The parties hereto desire to amend each of the Note Purchase
Agreements as more fully set forth below.
The parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein (a) each term used herein which is defined in the Note Purchase
Agreements shall have the meaning assigned to such term in the Note Purchase
Agreements and (b) each reference to a paragraph shall mean a paragraph of the
Note Purchase Agreements. Each reference to "hereof," "hereunder," "herein" and
"hereby" and each other similar reference and each reference to "this Agreement
'and each other similar reference contained in each of the Note Purchase
Agreements (including, without limitation, paragraph 7A thereto) or any other
document shall from and after the Effective Date (as defined in Section 4 below)
refer to each of the Note Purchase Agreements as amended hereby.
SECTION 2. AMENDMENTS.
2.1 Additions to Definitions. The following definitions are added to
Paragraph 10A of each Note Purchase Agreement in the appropriate alphabetical
sequence:
"ASSET BASE" shall mean, as of the last day of any, fiscal month, the
total of (i) 85% of the remainder of (A) the daily average for such month
of the amount of "Accounts and notes receivable, net 'as would be shown on
the Company's consolidated balance sheet minus (B) all Debt payable to
members of the Company plus (ii) 50% of the amount, based on the lower of
cost or market value, of "Inventories" as would be shown on the Company's
consolidated balance sheet as of the last day of such month plus (iii) the
remainder of (x) the Specified Percentage (as defined below) of the amount
of "Properties, less accumulated depreciation" as would be shown on the
Company's consolidated balance sheet as of the last day of such month minus
(y) the then outstanding amount of all Indebtedness secured by a Lien on
any such properties; provided that the amount determined pursuant to clause
(ii) (the "INVENTORY AMOUNT") shall be reduced by the amount (if any)
necessary so that the Inventory Amount is not more than 45% of the total of
clauses (i), (ii) and (iii). For purposes of the foregoing, "SPECIFIED
PERCENTAGE" means (a) from April 3, 1999 9 through December 31, 1999, 50%,
(b) from January 1, 2000 through December 3 1, 2000, 40%, (c) from January
1, 2001 through December 31, 2001, 30%, and (d) thereafter, 20%.
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"BA CREDIT AGREEMENTS" shall mean (i) the Credit Agreement dated as of
July 1, 1997 among the Company, Bank of America National Trust and Savings
Association, as agent, and the various financial institutions party
thereto, as amended from time to time, (ii) the 364-Day Credit Agreement
dated as of September 30, 1998 among the Company, Bank of America National
Trust and Savings Association, as agent, and the various financial
institutions party thereto, as amended from time to time, and (iii) any
refinancings, renewals or replacements of either of the credit agreements
referred to in clauses (i) and (ii) above.
"CONTRACTUAL OBLIGATION" shall mean, as to any Person, any provision
of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document
or agreement to which such Person is a party or by which it or any of its
property is bound.
"EBITDA" shall mean, for any period, Consolidated Net Earnings for
such period plus, to the extent deducted in computing such Consolidated Net
Earnings, interest expense, taxes, depreciation and amortization.
"FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day of any
fiscal quarter, the ratio of
(a) the sum, for the period of four consecutive fiscal quarters ending
on such day, of (i) Consolidated Net Earnings plus. (ii) to the extent
deducted in determining such Consolidated Net Earnings, interest
expense, operating lease expense, depreciation and amortization,
to
(b) the sum for such period of (i) operating lease expense and (ii)
interest expense;
each as determined for the Company and its Subsidiaries on a consolidated
basis.
"GOVERNMENT AUTHORITY" shall mean any nation or government any state
or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity ex exercising
executive-, legislative, judicial, regulatory or administrative functions
of or pertaining, to government, and any corporation or other entity owned
or controlled, through stock. or capital ownership or otherwise, by any of
the foregoing.
"PRUDENTIAL AGREEMENT" means the Note Purchase Agreement dated as of
November 13, 1997 among the Company and The Prudential Insurance Company of
America and certain of its affiliates as amended from time to time.
"RATIO COMPLIANCE DATE" shall mean the first date to: occur after
April 3, 1999 on which financial statements of the Company have been
delivered pursuant to Section 5A showing that for each of the two most
recent fiscal quarters of the
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Company, as reported in such financial statements, the Total Senior Debt to
EBITDA Ratio has been below 3.0 to 1.0 as of the last day of such fiscal
quarters.
"SUPPLEMENTAL COUPON ELIMINATION DATE" shall mean the first January
1st or July 1st to occur after the Ratio Compliance Date.
"TOTAL SENIOR DEBT" shall mean all Debt of the Company and its
Subsidiaries other than Subordinated Debt.
"TOTAL SENIOR DEBT TO EBITDA RATIO" shall mean, as of the last day of
any fiscal quarter, the ratio of (a) the remainder of (i) the daily average
of the amount of Total Senior Debt outstanding during the last fiscal month
of such fiscal quarter' minus (ii) the daily average of cash and marketable
securities during the last fiscal month of such fiscal quarter to (b)
EBITDA for the period of four consecutive fiscal quarters then ending.
"YEAR 2000 PROBLEM" shall mean the risk that computer applications and
embedded microchips in non-computing devices may be unable to recognize and
perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999.
2.2 Amendment to Definition of Consolidated Net Earnings. The definition
of "Consolidated Net Earnings in Paragraph 10A is amended to read as follows:
"CONSOLIDATED NET EARNINGS" shall mean with respect to any period:
(i) consolidated gross revenues of the Company and its Subsidiaries, minus
(ii) all operating and non-operating expenses of the Company and its
Subsidiaries including all charges of a proper character (including current
and deferred taxes on income, provision for taxes on unremitted foreign
earnings which are included in gross revenues, and current additions to
reserves and merger integration costs),
provided that it is agreed and understood that the following shall not be
included in the calculation of consolidated gross revenues of the Company
and its Subsidiaries:
(a) any gains (net of expenses and taxes applicable thereto) in excess of
losses resulting from the sale, conversion or other disposition of
capital assets (i.e., assets other than current assets);
(b) any gains resulting from the appraised write-up of assets;
(c) any equity of the Company or any Subsidiary in the unremitted earnings
of any corporation which is not a Subsidiary;
(d) any earnings of any Person acquired by the Company or any Subsidiary
through purchase, merger or consolidation or otherwise for any year
prior to the year of acquisition; or
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(e) any deferred credit representing the excess of equity in any
Subsidiary at the date of acquisition over the cost of the investment
in the Subsidiary,
all determined in accordance with GAAP provided that, to the extent that
amounts are deducted from Consolidated Net Earnings during the Company's
1999 fiscal year as a result of SOP 98-5, "Reporting the Costs of Start-up
Activities", issued by the American Institute of Certified Public
Accountants ("SOP 98-5"), in excess of the amount that would have been
deducted absent SOP 98-5, such excess shall be added back to Consolidated
Net Earnings.
2.3 Amendment of Definition of Current Debt. The definition of "Current
Debt" in Paragraph 10A is amended to read as follows:
"CURRENT DEBT" shall mean, with respect to any Person, all
Indebtedness of such Person for borrowed money which by its terms or by the
terms of any instrument or agreement relating thereto matures on demand or
within one year from the date of the creation thereof and is not directly
or indirectly renewable or extendible at the option of the debtor to a date
more than one year from the date of the creation thereof, provided that (i)
borrowings under any revolving credit facility (including, without
limitation, the BA Credit Agreements) shall constitute Current Debt and
(ii) Guarantees of Indebtedness of Company members in an aggregate amount
not to exceed $20,000,000 shall not constitute Current Debt, so long as no
event has occurred the result of which would be to cause or permit such
Indebtedness to become due prior to any stated, maturity.
2.4 Amendment to Paragraph 1. Paragraph 1 is amended by the addition of
the following paragraph:
For the period from (and including) April 1, 1999 to (but excluding)
the Supplemental, Coupon Elimination Date, the Company shall pay to each
holder of Notes supplemental interest on the unpaid balance of the
aggregate principal amount, of the Notes held by it at the rate of 0.50%
per annum. Such supplemental interest shall be computed on the basis of a
360 day year of twelve 30 day months and shall be payable semiannually on
the first day of January and July in each year, commencing with July 1,
1999. To the extent permitted by law, any overdue payment of supplemental,
interest shall bear interest (payable on demand) at a rate per annum from
time to time equal to the greater of (i) 9.60% or (ii) 2% over the rate of
interest publicly announced by ▇▇▇▇▇▇ Guaranty Trust Company of New York
from time to time as its "base" or "prime" rate. For the avoidance of
doubt, all references in this Agreement to interest shall be deemed to
include the supplemental interest payable pursuant to this paragraph
(including, Without limitation, the references to interest in Paragraphs 4,
7A(ii), and 12B).
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2.5 Amendment to Paragraph 5A. Paragraph 5A is amended by (a) deleting the
word "and" immediately after clause 5A(v), (b) renumbering clause (vi) as clause
(ix), and (c) inserting the following new clauses (vi), (vii) and (viii):
(vi) promptly, such information or documentation as any such holder
of Notes may request from time to time regarding the efforts of
the Company and its Subsidiaries to address the Year 2000
Problem;
(vii) promptly, and in any event within, five Business Days after a
Responsible Officer becoming aware of any of the following, a
written notice to you setting forth the nature of any of the
following matters that has resulted or may reasonably be
expected to result in a Material Adverse Effect: (a) any breach
or nonperformance of, or any default under, a Contractual
Obligation of the Company or any Subsidiary; (b) any dispute,
litigation, investigation, proceeding or suspension between the
Company or any Subsidiary and any -Governmental Authority; or
(c) the commencement of, or any material development in, any
litigation or proceeding affecting the Company or any Subsidiary
including pursuant to any applicable Environmental Laws;
(viii)together with each delivery on or prior to the Ratio Compliance
Date of financial statements required by clauses (i) and (ii)
above relating to each of the periods covered by the projections
attached hereto as Schedule 8E, the Company will deliver to each
such holder of Notes a management's discussion and analysis (x)
discussing the results of such period and (y) showing all the
variances from such projections that occurred in such period and
explaining in reasonable detail the reasons therefor, and
2.6 Amendment to Paragraph 6A(1)(x). Paragraph 6A(1)(x) is amended to read
as follows:
(x) other Liens securing Funded Debt (other than Funded Debt that
constitutes Subordinated Debt); provided, however, that (a) such Funded
Debt is permitted by the provisions of paragraph 6A(2) and (b) the
aggregate amount of all Secured Funded Debt outstanding together with all
Funded Debt of any Subsidiary (other than as permitted by clause (i) of
paragraph 6A (2)) does not at any time exceed (A) prior to the Ratio
Compliance Date, $25,000,000 and (B) on and after the Ratio Compliance
Date, an amount equal to ten percent (10%) of Consolidated Total Assets.
2.7 Amendment to Paragraph 6A(2). Paragraph 6A(2) is amended by (a)
amending Paragraph 6A(2)(iii) in its entirety to read as follows:
(iii) Senior Funded Debt of the Company and its Subsidiaries, so long
as (a) the aggregate principal amount of consolidated Senior Funded Debt
does not exceed at any time (i) through (and including) December 31, 1999
an amount equal to sixty) per cent (60%) of Consolidated Capitalization,
(ii) from (and including) January 1, 2000 through (and including) July 1,
2000 an amount equal to fifty-eight per cent
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(58%) of Consolidated Capitalization, (iii) from (and including) July 2,
2000 through (and including) June 30, 2001 an amount equal to fifty-five
per cent (55%) of, Consolidated Capitalization and (iv) after June 30, 2001
an amount equal to 50% of Consolidated Capitalization and (b) the aggregate
amount of all Funded Debt of Subsidiaries (excluding that permitted by
clause (i) of this paragraph 6A(2)), together with all Secured Funded Debt
does not exceed 10% of Consolidated Total Assets (it being understood that
for purposes of this clause (iii) Consolidated Capitalization and
Consolidated Total Assets shall be measured as of the later of (x) the end
of the Company's most recent quarterly period and (y) any other date as of
which the Company has prepared and delivered to each holder of the Notes
that is an Institutional Investor a consolidated balance sheet of the
Company and its Subsidiaries).
and (b) by adding the following paragraph at the end of Paragraph 6A(2):
Without limiting the foregoing provisions of this paragraph 6A(2), the
Company shall not permit the aggregate principal amount of all Debt of the
Company and its Subsidiaries (other than (i) Debt hereunder, (ii) Debt
under the BA Credit Agreements referred to in clauses (i) and (ii) of the
definition thereof (without giving effect to any amendments thereto that
would increase the amounts that may be borrowed thereunder), (iii) Debt
referred to on Schedule 6A2 which was outstanding on March 25, 1999 and
(iv) Subordinated Debt owed to members of the Company) to exceed
$35,000,000 at any time prior to the Ratio Compliance Date.
2.8 Amendment to Paragraph 6G. Paragraph 6G is amended in its entirety to
read as follows:
6G. RATIO OF ASSET BASE TO DEBT. The Company will not permit, at any time
prior to the Ratio Compliance Date, the ratio of (a) the Asset Base as of
the last day of any, fiscal month to (b) the remainder of (i) the daily
average of the amount of Total Senior Debt outstanding during the fiscal
month ending on such date minus (ii) the daily average of cash and
marketable securities during the fiscal month ending on such date to be
equal to or less than the applicable ratio set forth below:
Fiscal Month(s) Ending Ratio
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04/3/99 through 05/29/99 1.10 to 1
07/3/99 through 10/2/99 1.15 to 1
10/30/99 through 12/31/99 1.20 to 1
01/29/00 1.10 to 1
2/26/00 through 12/31/00 1.20 to 1
01/27/01 1.10 to 1
2/24/01 through 12/31/01 1.20 to 1
01/26/02 1.10 to 1
2/23/02 and thereafter 1.20 to 1
2.9 Addition of Paragraph 6H. Paragraph 6 is amended by adding the
following new paragraph immediately after Paragraph 6G:
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6H. FIXED CHARGE COVERAGE RATIO. The Company shall not permit the Fixed
Charge Coverage Ratio as of the end of any fiscal quarter to be less than
the applicable ratio set forth below:
Fiscal Quarter Ending Ratio
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4/3/99 1.30 to 1.00
7/3/99 1.35 to 1.00
10/2/99 1.50 to 1.00
12/31/99 1.85 to 1.00
4/1/00 2.00 to 1.00
7/1/00 2.15 to 1.00
9/30/00 and thereafter 2.25 to 1.00
2.10 Amendment to Paragraph 7A. (a) Paragraph 7A(ii) is amended by deleting
the number "10" and inserting in place thereof the number "3"; and (b) Paragraph
7A(iii) is amended by deleting the number "$7,000,000" and inserting in place
thereof the number "$5,000,000."
2.11 Amendments to Paragraph 8. (a) Paragraph 8E is amended by adding the
following paragraph at the end thereof
The projections relating to the Company and its Subsidiaries for the
two-year period 1999-2000, a copy of which is attached hereto as Schedule
8E, disclose all material assumptions used in formulating such projections.
The Company is not aware of any facts that (individually or in the
aggregate) would result in any material change in any of such projections.
Such projections have been prepared on the basis of the assumptions stated
therein (all of which were made by the Company in good, faith), and reflect
the reasonable estimates of the Company of the financial condition, results
of operations and other information projected therein.
(b) Paragraph 8 is also amended by adding a new paragraph after Paragraph
8S as follows:
8T. YEAR 2000 PROBLEM. The Company and its Subsidiaries (a) have reviewed
the areas within their business and operations which could be adversely
affected by, and have developed or are developing a program to address on a
timely basis, the Year 2000 Problem and (b) have made appropriate inquiries
as to the effect the Year 2000 Problem will have on their material
suppliers and customers. Based on such a review, program and inquiries, the
Company reasonably believes that the Year 2000 Problem will not have a
Material Adverse Effect.
2.12 Amendment to Paragraph 13. Paragraph 13 is amended by adding a new
paragraph at the end of paragraph 13A as follows:
COMPANY INDEMNIFICATION. Whether or not the transactions contemplated by
this Agreement are consummated, the Company shall indemnify and hold you
and each of your respective officers, directors, employees, counsel, agents
and attorneys-in-fact
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(each an "INDEMNIFIED PERSON") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, charges, expenses and disbursements (including attorney's
fees and expenses) of any kind or nature whatsoever which may at any time
(including at any time following repayment, or transfer by you, of the
Notes) be imposed on, incurred by or asserted against any such Person in
any way relating to or arising out of this Agreement, or the Notes or any
document contemplated by or referred to herein or therein, or the
transactions contemplated hereby or thereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing,
including with respect to any investigation, litigation or proceeding
(including any bankruptcy, insolvency, reorganization or other similar
proceeding or any appellate proceeding) related to or arising out of this
Agreement or the Notes or the use of the proceeds thereof, whether or not
any Indemnified Person is a party thereto (all the foregoing, collectively,
the "INDEMNIFIED LIABILITIES") provided that the Company shall not have
obligation under this Paragraph 13A to any Indemnified Person with respect
to Indemnified Liabilities resulting solely from the gross negligence or
willful misconduct of such Indemnified Person.
2.13 Addition of Schedules 6A2 and 8E. The Schedule 6A2 and the Schedule 8E
attached to this Amendment is added to the Agreement as Schedule 6A2 and
Schedule 8E, respectively.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each of the Purchasers that, after giving effect hereto (a) each
representation and warranty set forth in Paragraph 8 (including, without
limitation, Paragraph 8E) of each Note Purchase Agreement is true and correct as
of the date of the execution and delivery of this Amendment by the Company with
the same effect as if made on such date (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they were true and correct as of such earlier date) and (b) no Event of Default
or Default exists.
SECTION 4. EFFECTIVENESS. The amendments described in Section 2 above
shall become effective on the date when (the "Effective Date") each Purchaser
has received:
(a) the fees referred to in Section 5 below and all costs and expenses
of such Purchaser in connection with this Amendment;
(b) the following documents, each (including, with limitation, those
referred to in clause (viii) below) in a form and substance satisfactory to
the Purchasers:
(i) counterparts of this Amendment executed by the Company and
the Purchasers;
(ii) certified copies of the resolutions of the Board of
Directors of the Company authorizing the execution and delivery of
this Amendment and the performance by the Company of its obligations
under the Agreement and
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of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Amendment;
(iii) a certificate of the Secretary or an Assistant Secretary
dated the Effective Date certifying the names and true signatures of
the officers of the Company authorized to sign this Amendment and
certifying as to the resolutions attached to such certificate and
other corporate proceedings relating to the authorization, execution
and delivery of this Amendment;
(iv) certified copies of the Certificate of Incorporation and
By-laws of the Company;
(v) a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, general counsel of
the Company (or such other counsel designated by the Company and
acceptable to the Purchasers) in form and substance satisfactory to
the Purchasers. The Company hereby directs such counsel to deliver
such opinions and understands and agrees that the Purchasers upon
receipt of such opinions will and hereby are authorized to rely on
such opinions;
(vi) evidence satisfactory to the Purchasers that the Company has
paid the fees, charges and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ LLP;
(vii) good standing certificates for the Company from the
Secretaries of State of Delaware and Illinois dated of a recent date
and such other evidence of the status of the Company as the Purchasers
may reasonably request;
(viii) certified copies of each of the BA Credit Agreements and
the Prudential Agreement (as such terms are defined in Section 2.1
above); and
(ix) such other documents or certificates as the Purchasers may
reasonably request; and
(c) All corporate and other proceedings in connection with the
transactions contemplated by this Amendment shall be satisfactory to the
Purchasers and its special counsel, and the Purchasers shall have received
all such counterpart originals or certified or other copies of such
documents as they may reasonably request.
SECTION 5. FEES. In consideration of the Purchasers entering into this
Amendment, the Company agrees to pay, on or before the Effective Date, to each
Purchaser an amendment fee in an amount equal to 0.25% of the aggregate
principal amount of the Notes held by such Purchaser.
SECTION 6. MISCELLANEOUS.
6.1 Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
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6.2 Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6.3 Successors and Assigns. This Amendment shall be binding upon the
Company, the Purchasers and their respective successors and permitted assigns,
and shall inure to the benefit of the Company and the Purchasers and the
respective successors and permitted assigns of the Purchasers.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duty executed as of the date first above written.
TRUSERV CORPORATION
/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇ ▇ ▇▇▇▇▇
Title: EVP, CFO
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
as Trustee for a Commingled
Pension Trust Fund
---------------------------------
By:
Title:
▇.▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
as Investment Manager for various
Institutional Investors
---------------------------------
By:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TRUSERV CORPORATION
---------------------------------
By:
Title:
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
as Trustee for a Commingled
Pension Trust Fund
/s/ E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
By: E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: VICE PRESIDENT
▇.▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
as Investment Manager for various
Institutional Investors
/s/ E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
By: E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: VICE PRESIDENT
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▇.▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
as Investment Advisor for an
Institutional Investor
/s/ E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
By: E. ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: VICE PRESIDENT
ALLSTATE LIFE INSURANCE COMPANY
---------------------------------
By:
Title:
---------------------------------
By:
Title:
ALLSTATE INSURANCE COMPANY
---------------------------------
By:
Title:
---------------------------------
By:
Title:
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▇.▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT INC.
as Investment Advisor for an
Institutional Investor
---------------------------------
By:
Title:
ALLSTATE LIFE INSURANCE COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
ALLSTATE INSURANCE COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
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AID ASSOCIATION FOR LUTHERANS
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
Mortgages and Real Estate
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT-SECURITIES
KEYPORT LIFE INSURANCE COMPANY by
▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated as Agent
---------------------------------
By:
Title:
NATIONWIDE LIFE INSURANCE
COMPANY
---------------------------------
By:
Title:
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AID ASSOCIATION FOR LUTHERANS
---------------------------------
By:
Title:
---------------------------------
By:
Title:
KEYPORT LIFE INSURANCE COMPANY by
▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated as Agent
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
NATIONWIDE LIFE INSURANCE
COMPANY
---------------------------------
By:
Title:
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AID ASSOCIATION FOR LUTHERANS
---------------------------------
By:
Title:
---------------------------------
By:
Title:
KEYPORT LIFE INSURANCE COMPANY by
▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated as Agent
---------------------------------
By:
Title:
NATIONWIDE LIFE INSURANCE
COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
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FEDERATED MUTUAL INSURANCE
COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇
Title: Second Vice President
FEDERATED LIFE INSURANCE COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇
Title: Second Vice President
MODERN WOODMEN OF AMERICA
---------------------------------
By:
Title:
AMERITAS LIFE INSURANCE CORP.
by Ameritas Investment Advisors, Inc. as Agent
---------------------------------
By:
Title:
14
19
FEDERATED MUTUAL INSURANCE
COMPANY
---------------------------------
By:
Title:
FEDERATED LIFE INSURANCE COMPANY
---------------------------------
By:
Title:
MODERN WOODMEN OF AMERICA
/s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
By: C. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: General Counsel
AMERITAS LIFE INSURANCE CORP.
by Ameritas Investment Advisors, Inc. as Agent
---------------------------------
By:
Title:
14
20
FEDERATED MUTUAL INSURANCE
COMPANY
---------------------------------
By:
Title:
FEDERATED LIFE INSURANCE COMPANY
---------------------------------
By:
Title:
MODERN WOODMEN OF AMERICA
---------------------------------
By:
Title:
AMERITAS LIFE INSURANCE CORP.
by Ameritas Investment Advisors, Inc. as Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Fixed Income Securities
14
21
NATIONAL GUARDIAN LIFE INSURANCE COMPANY
/s/ ▇. ▇. ▇▇▇▇▇
---------------------------------
By: ▇. ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
15
22
SCHEDULE 6A2
(Debt Outstanding on March 25, 1999)
(in thousands)
Senior Notes:
8.60% $ 39,000
7.38% 50,000
6.91% 25,000
6.79% 50,000
6.73% 25,000
Variable term loan (6.21%) 6,200
Redeemable (subordinated) term notes:
Fixed Interest rates ranging from 5.15% to 7.47% 28,655
Industrial Revenue Bonds (4.50%) 4,000
Other, including capital lease obligations 9,456
--------
$237,311
========
16