Exhibit 10.2
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AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Dated as of April 24, 2003
AMONG
THE BANKS
AND
THE NOTEHOLDERS WHICH ARE PARTIES HERETO
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TABLE OF CONTENTS
SECTION HEADING PAGE
Parties........................................................................................................ 2
Recitals....................................................................................................... 2
SECTION 1. DEFINITIONS......................................................................... 4
SECTION 2. SHARING OF RECOVERIES............................................................... 6
Section 2.1. Pro Rata Share...................................................................... 6
Section 2.2. Letters of Credit................................................................... 7
SECTION 3. AGREEMENTS AMONG THE CREDITORS...................................................... 7
Section 3.1. Independent Actions by Creditors.................................................... 7
Section 3.2. Relation of Creditors............................................................... 7
Section 3.3. Acknowledgment of Guaranties........................................................ 8
Section 3.4. Additional Creditors................................................................ 8
SECTION 4. MISCELLANEOUS....................................................................... 8
Section 4.1. Entire Agreement.................................................................... 8
Section 4.2. Notices............................................................................. 8
Section 4.3. Successors and Assigns.............................................................. 8
Section 4.4. Consents, Amendment, Waivers........................................................ 8
Section 4.5. Governing Law....................................................................... 9
Section 4.6. Counterparts........................................................................ 9
Section 4.7. Sale of Interest.................................................................... 9
Section 4.8. Severability........................................................................ 9
Section 4.9. Expenses............................................................................ 9
Section 4.10. Term of Agreement................................................................... 9
Signature Page................................................................................................. 10
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AMENDED AND RESTATED INTERCREDITOR AGREEMENT
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (the or this
"Agreement"), dated as of April 24, 2003, 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 and the Third
Amendment to Note Purchase Agreements dated as of February 28, 2003 and as such
agreements may be amended or modified from time to time, collectively, the "1997
Note Purchase Agreements"), between Insituform Technologies, Inc., a Delaware
corporation (the "Company"), and each of the institutional investors 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 "1997 Notes"). The holders of the 1997
Notes currently outstanding are referred to herein individually as a "1997
Noteholder" and collectively as the "1997 Noteholders."
B. Under and pursuant to the separate Guaranty Agreements dated
as of August 20, 1997 and March 31, 1998 (as such guaranties may be modified,
amended, renewed or replaced, the "Existing 1997 Noteholder Guaranties"), the
Subsidiaries of the Company party thereto (the "1997 Noteholder Subsidiary
Guarantors") irrevocably, absolutely and unconditionally guaranteed to the 1997
Noteholders the payment of the principal of, premium, if any, and interest on
the 1997 Notes and the payment and performance of all other obligations of the
Company under the 1997 Note Purchase Agreements. The Existing 1997 Noteholder
Guaranties and any additional guaranties delivered to the 1997 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 "1997 Noteholder
Guaranty."
C. Under and pursuant to the Note Purchase Agreement dated as of
April 24, 2003 and as such agreement may be amended or modified from time to
time, including pursuant to a Supplement thereto (the "2003 Note Purchase
Agreement"), between the Company and each of the institutional investors named
on Schedule A attached thereto the Company has heretofore issued and sold its
5.29% Senior Notes, Series 2003-A, due April 24, 2013 (the "Series 2003 Notes")
in the aggregate principal amount of $65,000,000 and may sell Additional Notes
as provided therein (such Additional Notes together with the Series 2003 Notes
collectively the
"2003 Notes"). The holders of the 2003 Notes are referred to herein individually
as a "2003 Noteholder" and collectively as the "2003 Noteholders."
D. Under and pursuant to a Guaranty Agreement dated as of April
24, 2003 (as such guaranty may be modified, amended, renewed or replaced, the
"Existing 2003 Noteholder Guaranty"), the Subsidiaries of the Company party
thereto (the "2003 Noteholder Subsidiary Guarantors") irrevocably, absolutely
and unconditionally guaranteed to the 2003 Noteholders and any Additional
Purchasers (as defined in the 2003 Note Purchase Agreement) the payment of the
principal of, premium, if any, and interest on the 2003 Notes and the payment
and performance of all other obligations of the Company under the 2003 Note
Purchase Agreement. The Existing 2003 Noteholder Guaranty and any additional
guaranties delivered to the 2003 Noteholders as a result of a guaranty being
delivered to the Banks, as such additional guaranty may be modified, amended,
renewed or replaced from time to time, are hereinafter referred to collectively
as the "2003 Noteholder Guaranty."
E. Under and pursuant to the Credit Agreement dated as of March
27, 2003 (as such agreement may be amended, modified, renewed or replaced from
time to time, the "Loan Agreement"), by and among the Company, 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 Borrower certain revolving credit facilities in a current
aggregate principal amount of up to $75,000,000 (all obligations in respect of
said credit facilities being hereinafter collectively referred to as the
"Loans").
F. Under and pursuant to the Master Guaranty dated as of March
27, 2003 (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"), ▇▇▇▇▇▇▇▇▇, Inc., INA
Acquisition Corp., Insituform Technologies USA, Inc., ▇▇▇▇▇▇ Industries, Inc.
and Tracks of Texas, Inc. irrevocably, absolutely and unconditionally guaranteed
to the Banks the payment and performance of all obligations of the Company under
the Loan Agreement.
G. The parties hereto desire to provide 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 Guaranties (as
defined below), and that this Agreement shall amend, restate and supersede in
its entirety the Amended and Restated Intercreditor Agreement dated as of March
30, 2000 among the 1997 Noteholders and BofA (the "Original Intercreditor
Agreement"). The Bank Guaranty, the Noteholder Guaranties and any other guaranty
executed by a Subsidiary of the Company for the benefit of a Creditor which
becomes a party to this Agreement pursuant to Section 3.4 of this Agreement 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:
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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 Notes" shall have the meaning assigned thereto in the
Recitals hereof.
"Bank Guaranty" shall have the meaning assigned thereto 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 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.
"Existing 1997 Noteholder Guaranties" shall have the meaning set forth
in the Recitals hereof.
"Existing 2003 Noteholder Guaranty" shall have the meaning set forth in
the Recitals hereof.
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"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.
"1997 Noteholder Guaranty" shall have the meaning set forth in the
Recitals hereof.
"1997 Noteholders" shall have the meaning set forth in the Recitals
hereof.
"1997 Note Purchase Agreements" shall have the meaning set forth in the
Recitals hereof.
"1997 Notes" shall have the meaning set forth in the Recitals hereof.
"Noteholder Guaranties" shall mean the 1997 Noteholder Guaranty and the
2003 Noteholder Guaranty.
"Noteholders" shall mean the 1997 Noteholders and the 2003 Noteholders.
"Note Purchase Agreements" shall mean the 1997 Note Purchase
Agreements and the 2003 Note Purchase Agreement.
"Notes" shall mean the 1997 Notes and the 2003 Notes.
"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.
"Series 2003 Notes" shall have the meaning assigned thereto in the
Recitals hereof.
"Special Trust Account" shall have the meaning assigned thereto in
Section 2.2.
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"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 the
Company 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 the
Company to the Banks or the Noteholders which are guaranteed by the Bank
Guaranty or the Noteholder Guaranties 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 the Company in a Bankruptcy Proceeding under
applicable law shall be excluded from the computation of "Subject Obligations"
hereunder.
"Subsidiary Guarantor" shall have the meaning set forth in the Recitals
hereof.
"Subsidiary Payments" shall have the meaning set forth in the Recitals
hereof.
"Supplement" shall have the meaning set forth in the 2003 Note Purchase
Agreement.
"2003 Noteholder Guaranty" shall have the meaning set forth in the
Recitals hereof.
"2003 Noteholders" shall have the meaning set forth in the Recitals
hereof.
"2003 Note Purchase Agreement" shall have the meaning set forth in the
Recitals hereof.
"2003 Notes" shall have the meaning set forth in the Recitals hereof.
"2003 Noteholders Subsidiary Guarantors" shall have the meaning set
forth in the Recitals hereof.
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 Company, 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
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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
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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 Guaranties 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 1997 Note
Purchase Agreements or Section 9.7 of the 2003 Note Purchase Agreement 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
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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]
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Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: CIGNA Investments, Inc. (authorized agent)
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Its MANAGING DIRECTOR
LIFE INSURANCE COMPANY OF NORTH AMERICA
By: CIGNA Investments, Inc. (authorized agent)
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Its MANAGING DIRECTOR
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, on behalf of one or more separate
accounts
By: CIGNA Investments, Inc. (authorized agent)
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Its MANAGING DIRECTOR
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Authorized Representative
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
PRINCIPAL LIFE INSURANCE COMPANY,
an Iowa corporation
By: Principal Global Investors, LLC, a
Delaware limited liability company, its
authorized signatory
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name:
Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Counsel
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Counsel
Title:
MELLON BANK, N.A., solely in its capacity as
Custodian for the Aviva Life - Principal
Glob Priv Structured Settlements ▇▇▇ ▇▇▇ (as
directed by the Principal Global Investors,
LLC), and not in its individual capacity
(MAC & CO) - Nominee Name
/s/ MAC & CO
By /s/ ▇▇▇▇▇▇ ▇. French
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Name: ▇▇▇▇▇▇ ▇. French
Title: FVP
▇▇▇▇▇▇▇ & CO., as nominee for Comerica Bank
& Trust, National Association, Trustee to
the Trust created by Trust Agreement dated
October 1, 2002
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Analyst
▇▇▇▇▇▇▇ & CO., as nominee for Comerica Bank
& Trust, National Association, Trustee to
the Trust created by Trust Agreement dated
October 1, 2002
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Analyst
▇▇▇▇▇▇▇ & CO., as nominee for Comerica Bank
& Trust, National Association, Trustee to
the Trust created by Trust Agreement dated
October 1, 2002
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Analyst
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
THE SECURITY FINANCIAL LIFE
INSURANCE CO.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Chief Investment Officer
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
ALLSTATE LIFE INSURANCE COMPANY
By /s/
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By /s/
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Authorized Signatories
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
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Its ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ PILOT FINANCIAL INSURANCE COMPANY
(successor by merger to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Life Insurance Company of America)
By /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
RELIASTAR INSURANCE COMPANY (for itself and
as successor by merger to Northern Life
Insurance Company and ReliaStar United
Services Life Insurance Company)
RELIASTAR LIFE INSURANCE COMPANY OF
NEW YORK,
By: ING Investment Management LLC, as Agent
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President
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Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
ACE PROPERTY & CASUALTY INSURANCE
COMPANY
By: Columbia Management Advisors, Inc., as
agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
The undersigned hereby acknowledge and agree to the foregoing
Agreement.
INSITUFORM TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Chief Financial
Officer and Assistant Secretary
Insituform Technologies, Inc. Amended and Restated Intercreditor Agreement
▇▇▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇ INDUSTRIES, INC.
INA ACQUISITION CORP.
TECHNOLOGIES USA, INC.
TRACKS OF TEXAS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Chief Financial
Officer and Assistant Secretary