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Subscribers | 2003 |
Note Agreement [Amendment No. 2]
Note Agreement [Amendment No. 2] (12K)
Doc #381025: Click preview link for longer preview.
SECOND AMENDMENT TO NOTE AGREEMENT
THIS SECOND AMENDMENT TO NOTE AGREEMENT (this "Amendment"), dated as of
April 9, 2003, among U.S. CONCRETE, INC., a Delaware corporation (the
"Company"), and the financial institutions listed on the signature pages hereto
as Purchasers (the "Purchasers"), amends the Agreement referred to below. All
capitalized terms used herein and not otherwise defined shall have the meanings
provided such terms in the Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Company and the Purchasers are parties to a Note Agreement,
dated as of November 10, 2000, as amended by First Amendment to Note Agreement
dated as of November 30, 2001 (as amended, modified and/or supplemented prior to
the date hereof, the "Agreement"); and
WHEREAS, the Company has requested that the Purchasers amend the Agreement
to modify the level of ratio of Funded Debt (including Subordinated Debt) to
EBITDA required to be maintained as contained in this Amendment, the Purchasers
are willing to amend such term in accordance with the terms of this Amendment
and the Company has obtained a similar amendment to the Principal Bank Lending
Agreement (the "Similar Amendment");
NOW, THEREFORE, it is agreed:
1. The Purchasers and the Company hereby amend Section 6A(1) of the
Agreement to read as follows:
"6A(1). Total Debt Leverage Ratio. The Company covenants that it will
not at any time permit the ratio of (i) the outstanding amount of all
Funded Debt (including all Subordinated Debt) to (ii) EBITDA for the
four consecutive fiscal quarters then ended to be greater than the
Maximum Total Debt Leverage Ratio."
2. The Purchasers and the Company hereby amend Section 11 to add a new
definition as follows:
"`Maximum Total Debt Leverage Ratio' shall mean 3.25 to 1.0, other
than for the period ended March 31, 2003 and the period ended June 30,
2003, during which period such ratio shall not be greater than
1
{PAGE}
3.5 to 1.0, provided that during such periods the maximum ratio of the
outstanding amount of all Funded Debt (including Subordinated Debt) to
EBITDA for the four consecutive fiscal quarters contained in the
Principal Bank Lending Agreement is equal to or greater than 3.5 to
1.00."
3. To induce the Purchasers to enter into this Amendment, the Company
hereby represents and warrants that no Default or Event of Default exists as of
the Effective Date (as defined below) after giving effect to this Amendment and
that no agreement has been made with the parties to the Similar Amendment in
connection with the Similar Amendment except as is included in the Similar
Amendment. The Company has provided to each of the Purchasers a true and correct
copy of the Similar Amendment.
4. To induce the Purchasers to enter into this Amendment, each of the
parties listed on the signature page as Guarantors hereby ratifies and confirms
that the Guaranty Agreement of such Guarantor remains in full force and effect
after giving effect to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Agreement.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
7. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
(EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AMENDMENT
TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH OR THE RIGHTS OF THE PARTIES TO
BE GOVERNED BY THE LAWS OF ANY OTHER JURISDICTION).
8. This Amendment shall become effective on the date (the "Effective
Date") when the Company and the Required Holders shall have signed a counterpart
381025
|
TIAAA
As referenced in this Note Agreement [Amendment No. 2]:
TEACHERS INSURANCE & ANNUITY
ASSOCIATION OF AMERICA
– s/ Michael W. Harlan
-----------------------------------------
Michael W. Harlan
Senior Vice President
"Purchasers"
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Brian N. Thomas
------------------------------------------
Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By:
-------------------------------------------
Title:
----------------------------------------
TEACHERS INSURANCE & ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Angela Brock-Kyle
------------------------------------------
Title: Managing Director
3
{PAGE}
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: CIGNA, Investments, Inc. (authorized agent)
By: /s/ Debra J. Height
-----------------------------------
Title: Managing Director
_____________
dt 1332987
;
U.S. Concrete
As referenced in this Note Agreement [Amendment No. 2]:
U.S. CONCRETE, INC – SECOND AMENDMENT TO NOTE AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.7
SECOND AMENDMENT TO NOTE AGREEMENT
THIS SECOND AMENDMENT TO NOTE AGREEMENT (this "Amendment"), dated as of
April 9, 2003, among U.S. CONCRETE, INC ., a Delaware corporation (the
"Company"), and the financial institutions listed on the signature pages hereto
as Purchasers (the "Purchasers"), amends the Agreement referred to below. All
capitalized terms used
_____________
U.S. CONCRETE, INC – Left Blank]
2
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute and deliver this Amendment as of the date first above
written.
"Company"
U.S. CONCRETE, INC .
By: /s/ Michael W. Harlan
-----------------------------------------
Michael W. Harlan
Senior Vice President
"Purchasers"
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Brian N. Thomas
------------------------------------------
Vice President
METROPOLITAN LIFE INSURANCE COMPANY
_____________
dt 1548066
;
|
 Cigna
As referenced in this Note Agreement [Amendment No. 2]:
CIGNA, Investments, Inc – Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By:
-------------------------------------------
Title:
----------------------------------------
TEACHERS INSURANCE & ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Angela Brock-Kyle
------------------------------------------
Title: Managing Director
3
{PAGE}
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: CIGNA, Investments, Inc . (authorized agent)
By: /s/ Debra J. Height
-----------------------------------
Title: Managing Director
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Bill Schmidt
-----------------------------------
Title: Authorized Signatory
By: /s/ Jerry D. Zinkula
-----------------------------------
Title: Authorized Signatory
_____________
dt 1401454
|
| Preview
Subscribers | 2001 |
Note Agreement
Note Agreement (268K)
Doc #381051: Click preview link for longer preview.
U.S. CONCRETE, INC.
$95,000,000
12.00% SENIOR SUBORDINATED NOTES DUE NOVEMBER 10, 2010
______________
NOTE AGREEMENT
______________
Dated as of November 10, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
(Not Part of Agreement)
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. AUTHORIZATION OF ISSUE OF SUBORDINATED NOTES........................................ 1
2. PURCHASE AND SALE OF SUBORDINATED NOTES............................................. 1
3. CONDITIONS OF CLOSING............................................................... 2
3A. Documents................................................................. 2
3B. Opinion of Purchasers' Special Counsel.................................... 3
3C. Opinion of Company's and Guarantors' Counsel.............................. 3
3D. Representations and Warranties; No Default; Satisfaction of Conditions.... 3
3E. Purchase Permitted By Applicable Laws; Credit Agreement Amendment and Other
Approvals................................................................. 4
3F. Material Adverse Change................................................... 4
3G. Fees and Expenses......................................................... 4
3H. Private Placement Number.................................................. 5
3I. Proceedings............................................................... 5
3J. Sale of Subordinated Notes to Other Purchasers............................ 5
4. PREPAYMENTS...................................................................... 5
4A. Required Prepayments...................................................... 5
4B. Optional Prepayment With Yield-Maintenance Amount......................... 5
4C. Notice of Optional Prepayment............................................. 5
4D. Partial Payments Pro Rata................................................. 6
4E. Offer to Prepay Subordinated Notes in the Event of a Change of Control.... 6
4F. Retirement of Subordinated Notes.......................................... 7
5. AFFIRMATIVE COVENANTS............................................................ 8
5A. Financial Statements...................................................... 8
5B. Information Required by Rule 144A......................................... 10
5C. Inspection of Property.................................................... 10
5D. Covenant to Secure Subordinated Note Equally.............................. 11
5E. Compliance with Law....................................................... 11
5F. Insurance................................................................. 11
5G. Maintenance of Properties................................................. 11
5H. Payment of Taxes.......................................................... 12
5I. Existence, etc............................................................ 12
5J. Lines of Business......................................................... 12
5K. Subsequent Guarantors..................................................... 12
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
6. NEGATIVE COVENANTS............................................................... 13
6A. Financial Covenants....................................................... 13
6B. Liens..................................................................... 14
6C. Mergers and Consolidations................................................ 14
6D. Sale of Assets............................................................ 15
6E. Sale of Stock or other Equity of Subsidiaries............................. 16
6F. Restricted Payments....................................................... 16
6G. Transactions with Affiliates.............................................. 17
6H. Subsidiary Restrictions................................................... 17
6I. Subsidiary Preferred Stock................................................ 18
6J. Limitations on Issuance of Other Subordinated Indebtedness................ 18
6K. Payment Limitations....................................................... 18
6L. Hedging Agreement......................................................... 18
6M. Sale and Leaseback........................................................ 18
7. EVENTS OF DEFAULT................................................................ 19
7A. Acceleration.............................................................. 19
7B. Rescission of Acceleration................................................ 22
7C. Notice of Acceleration or Rescission...................................... 22
7D. Other Remedies............................................................ 22
8. REPRESENTATIONS, COVENANTS AND WARRANTIES........................................ 23
8A(1). Organization.............................................................. 23
8A(2). Power and Authority....................................................... 23
8A(3). Execution and Delivery of Transaction Documents........................... 23
8B. Financial Statements...................................................... 23
8C. Actions Pending........................................................... 24
8D. Outstanding Indebtedness.................................................. 24
8E. Title to Properties....................................................... 24
8F. Taxes..................................................................... 24
8G. Conflicting Agreements and Other Matters.................................. 25
8H. Offering of Subordinated Notes............................................ 25
8I. Use of Proceeds........................................................... 25
8J. ERISA..................................................................... 26
8K. Governmental Consent...................................................... 26
8L. Compliance with Environmental and Other Laws.............................. 26
8M. Regulatory Status......................................................... 27
8N. Permits and Other Operating Rights........................................ 27
8O. Rule 144A................................................................. 27
8P. Disclosure................................................................ 27
9. REPRESENTATIONS OF EACH PURCHASER................................................ 28
9A. Nature of Purchase........................................................ 28
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
9B. Source of Funds........................................................... 28
10. SUBORDINATION OF SUBORDINATED NOTES.............................................. 29
10A. Payment Default or Acceleration........................................... 29
10B. Non-Payment Default....................................................... 30
10C. Insolvency; Bankruptcy; etc............................................... 30
10D. No Impairment............................................................. 31
10E. Defines Rights of Creditors; Subrogation.................................. 31
10F. Payments on Senior Indebtedness........................................... 31
10G. Notice Upon Acceleration.................................................. 32
10H. Reinstatement............................................................. 32
10I. No Waiver................................................................. 32
10J. Amendments................................................................ 33
11. DEFINITIONS; ACCOUNTING MATTERS.................................................. 33
11A. Yield-Maintenance Terms................................................... 33
11B. Other Terms............................................................... 35
11C. Accounting and Legal Principles, Terms and Determinations................. 47
12. MISCELLANEOUS.................................................................... 48
12A. Subordinated Note Payments............................................... 48
12B. Expenses................................................................. 48
12C(1). Consent to Amendments.................................................... 49
12C(2). Solicitation............................................................. 49
12C(3). Payment.................................................................. 50
12D. Form, Registration, Transfer and Exchange of Subordinated Notes; Lost
Subordinated Notes....................................................... 50
12E. Persons Deemed Owners; Participations.................................... 51
12F. Survival of Representations and Warranties; Entire Agreement............. 51
12G. Successors and Assigns................................................... 51
12H. Independence of Covenants................................................ 51
12I. Notices.................................................................. 51
12J. Payments Due on Non-Business Days........................................ 52
12K. Satisfaction Requirement................................................. 52
12L. GOVERNING LAW............................................................ 52
12M. SUBMISSION TO JURISDICTION............................................... 52
12N. Severability............................................................. 53
12O. Descriptive Headings; Advice of Counsel; Interpretation.................. 53
12P. Counterparts............................................................. 53
12Q. Severalty of Obligations................................................. 53
12R. Maximum Interest Payable................................................. 54
12S. Disclosure to Other Persons; Confidentiality............................. 54
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
PURCHASER SCHEDULE
SCHEDULE 6B - EXISTING LIENS
SCHEDULE 8A(1) - SUBSIDIARIES
SCHEDULE 8D - OUTSTANDING INDEBTEDNESS
SCHEDULE 8G - LIST OF AGREEMENTS RESTRICTING INDEBTEDNESS
SCHEDULE 11B(1) - EXISTING MANAGEMENT SHAREHOLDERS
EXHIBIT A - FORM OF SUBORDINATED NOTE
EXHIBIT B - FORM OF DISBURSEMENT DIRECTION LETTER
EXHIBIT C - FORM OF GUARANTY AGREEMENT
EXHIBIT D-1 - FORM OF OPINION OF PURCHASERS' SPECIAL COUNSEL
EXHIBIT D-2 - FORM OF OPINION OF COMPANY'S AND GUARANTORS' GENERAL
COUNSEL
EXHIBIT D-3 - FORM OF OPINION OF COMPANY'S AND GUARANTORS'
SPECIAL COUNSEL
{/TABLE}
iv
{PAGE}
U.S. CONCRETE, INC.
1300 Post Oak Blvd.
Suite 1220
Houston, Texas 77056
As of November 10, 2000
To Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
The undersigned, U.S. Concrete, Inc., a Delaware corporation (herein called
the "Company"), hereby agrees with the purchasers named in the Purchaser
Schedule attached hereto (herein called the "Purchasers") as set forth below.
Reference is made to paragraph 11 hereof for definitions of capitalized terms
used herein and not otherwise defined herein.
1. AUTHORIZATION OF ISSUE OF SUBORDINATED NOTES. The Company will
authorize the issue of its senior subordinated promissory notes in the aggregate
principal amount of $95,000,000, to be dated the date of issue thereof, to
mature November 10, 2010, to bear interest on the unpaid balance thereof from
the date thereof until the principal thereof shall have become due and payable
at the rate of 12.00% per annum (provided that any payment of principal of,
interest on or Yield-Maintenance Amount or Adjusted Yield-Maintenance Amount, if
any, with respect to any Subordinated Note that is not paid when due shall bear
interest from and after the date due until the date paid at the Default Rate),
and to be substantially in the form of Exhibit A attached hereto. The term
"Subordinated Notes" as used herein shall include each such senior subordinated
promissory note delivered pursuant to any provision of this Agreement and each
such senior subordinated promissory note delivered in substitution or exchange
for any other Subordinated Note pursuant to any such provision.
2. PURCHASE AND SALE OF SUBORDINATED NOTES. The Company hereby agrees to
sell to each Purchaser and, subject to the terms and conditions herein set
forth, each Purchaser agrees to purchase from the Company the aggregate
principal amount of Subordinated Notes set forth opposite such Purchaser's name
in the Purchaser Schedule attached hereto at 100% of such aggregate principal
amount. The Company will deliver to each Purchaser, at the offices of Schiff
Hardin & Waite at 6600 Sears Tower, Chicago, Illinois 60606, one or more
Subordinated Notes registered in such Purchaser's name or in the name of its
nominee, if specified in the Purchaser Schedule, evidencing the aggregate
principal amount of Subordinated Notes to be purchased by such Purchaser and in
the denomination or denominations specified with respect to such Purchaser in
the Purchaser Schedule against payment of the purchase price thereof by transfer
of immediately available funds on the date of closing, which shall be November
10, 2000 or any other date on or before November 15, 2000 upon which the Company
and the Purchasers may mutually agree (herein
{PAGE}
called the "closing" or the "date of closing"), for credit to the account or
accounts as shall be specified in a letter on the Company's letterhead, in
substantially the form of Exhibit B attached hereto, from the Company to the
Purchasers delivered prior to the date of closing.
3. CONDITIONS OF CLOSING. Each Purchaser's obligation to purchase and
pay for the Subordinated Notes to be purchased by such Purchaser hereunder is
subject to the satisfaction or waiver in writing by such Purchaser, on or before
the date of closing, of the following conditions:
3A. Documents. Such Purchaser shall have received original counterparts
or, if satisfactory to such Purchaser, certified or other copies of all of the
following, each duly executed and delivered by the party or parties thereto, in
form and substance satisfactory to such Purchaser, dated the date of closing
unless otherwise indicated, and, on the date of closing, in full force and
effect with no event having occurred and being then continuing that would
constitute a default thereunder or constitute or provide the basis for the
termination thereof:
(i) the Subordinated Note or Subordinated Notes to be purchased by
such Purchaser in the form of Exhibit A attached hereto;
(ii) a Guaranty Agreement made by each Guarantor in favor of the
holders of the Subordinated Notes in the form of Exhibit C hereto (together
with any other guaranty pursuant to which the Subordinated Notes are
guarantied and which is entered into as contemplated hereby, as the same
may be amended, modified or supplemented from time to time in accordance
with the provisions thereof, collectively called the "Guaranty Agreements"
and individually called a "Guaranty Agreement");
(iii) a certificate signed by the Secretary or Assistant Secretary
and one other officer of the Company and each Guarantor certifying, among
other things (a) as to the names, titles and true signatures of the
officers or other authorized representatives of the Company and each
Guarantor, respectively, authorized to sign this Agreement, the
Subordinated Notes or the Guaranty Agreement, as the case may be, and the
other documents to be delivered in connection with this Agreement, (b) that
attached thereto is a true, accurate and complete copy of the Articles or
Certificate of Incorporation or other organizational documents of the
Company and each Guarantor, as the case may be, (and in the case of the
Company, Central Concrete Supply Co. Inc. and Beall Concrete Enterprises
Ltd., certified by the Secretary of State of the state of organization of
the Company or such Guarantor, as the case may be, as of a recent date),
(c) that attached thereto is a true, accurate and complete copy of the By-
laws or other organizational documents of the Company and each Guarantor,
as the case may be, which were duly adopted and are in effect as of the
date of closing and have been in effect immediately prior to and at all
times since the adoption of the resolutions (or other similar document)
referred to in clause (d) below, (d) that attached thereto is a true,
accurate and complete copy of the resolutions (or other similar document)
of the Board of Directors or other managing body of Person(s) of the
Company and each Guarantor, as the case may be, duly adopted at a meeting
or by unanimous written consent of such Board of
2
{PAGE}
Directors or other managing body of Person(s), authorizing the execution,
381051
|
U.S. Concrete
As referenced in this Note Agreement:
U.S. CONCRETE, INC – {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
EXECUTION COPY
--------------
================================================================================
U.S. CONCRETE, INC .
$95,000,000
12.00% SENIOR SUBORDINATED NOTES DUE NOVEMBER 10, 2010
______________
NOTE AGREEMENT
______________
Dated as of November 10, 2000
================================================================================
{PAGE}
TABLE OF CONTENTS
(Not Part of
_____________
U.S. CONCRETE, INC – COUNSEL
EXHIBIT D-2 - FORM OF OPINION OF COMPANY'S AND GUARANTORS' GENERAL
COUNSEL
EXHIBIT D-3 - FORM OF OPINION OF COMPANY'S AND GUARANTORS'
SPECIAL COUNSEL
{/TABLE}
iv
{PAGE}
U.S. CONCRETE, INC .
1300 Post Oak Blvd.
Suite 1220
Houston, Texas 77056
As of November 10, 2000
To Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
_____________
U.S. Concrete, Inc – Post Oak Blvd.
Suite 1220
Houston, Texas 77056
As of November 10, 2000
To Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
The undersigned, U.S. Concrete, Inc ., a Delaware corporation (herein called
the "Company"), hereby agrees with the purchasers named in the Purchaser
Schedule attached hereto (herein called the "Purchasers") as set forth below.
Reference is
_____________
U.S. CONCRETE, INC – the enclosed counterparts of this letter and return the same to
the Company, whereupon this letter shall become a binding agreement among the
Company and the Purchasers.
Very truly yours,
U.S. CONCRETE, INC .
By: /s/ Michael W. Harlan
-------------------------------
Title: Senior Vice President
------------------------
The foregoing Agreement is
hereby accepted as of the
date first above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /
_____________
U.S. Concrete, Inc – ABA No. 021000021
Account Name: Metropolitan Life Insurance Company
Acct. No. 002-2-410591
With sufficient information to identify the source and application of such
funds, including a reference to "U.S. Concrete, Inc ., 12% Senior
Subordinated Notes due November 10, 2010, PPN 90333L A*3"
(2) Address for all communications and notices:
Metropolitan Life Insurance Company
334 Madison Avenue
P.O. Box
_____________
dt 1548073
;
BNY
As referenced in this Note Agreement:
Bank of New York – annum from time to time equal to
the lesser of (i) the greater of (a) 14.00%, or (b) 2.00% over the rate of
interest publicly announced by The Bank of New York from time to time in New
York City as its Prime Rate or (ii) the maximum rate permitted by applicable
law.
"EBITDA" shall mean, for any period, the sum of:
(
_____________
Bank of New York
– All payments on account of Subordinated Notes held by such Purchaser shall
be made by wire transfer of immediately available funds for credit to:
Account No. 890-0304-391
The Bank of New York
New York, New York
(ABA No.: 021-000-018)
Each such wire transfer shall set forth the name of the Company, a
reference to "12.00% Senior Subordinated Notes
_____________
Bank of New York – of, interest on and any Yield-Maintenance Amount or
Adjusted Yield-Maintenance Amount payable with respect to this Subordinated Note
are to be made at the main office of The Bank of New York in New York City or at
such other place as the holder hereof shall designate to the Company in writing,
in lawful money of the United States of America.
This
_____________
dt 1583453
;
Chase Manhattan
As referenced in this Note Agreement:
Chase
Manhattan Bank – Credit Agreement" shall mean that certain Amended and
Restated Credit Agreement, dated February 9, 2000, among the Company as
borrower, the Subsidiaries of the Company named therein as guarantors, The Chase
Manhattan Bank f/k/a Chase Bank of Texas, National Association, as
Administrative Agent, Bankers Trust Company as Syndication Agent, First Union
National Bank as Documentation Agent, and the co-agents and
_____________
Chase Manhattan Bank, – holders, have caused the
maturity of such Senior Indebtedness in an aggregate amount of at least
$1,000,000 to be accelerated.
"Senior Indebtedness Representative" shall mean (i) initially, The
Chase Manhattan Bank, or (ii) such other Person selected by the holders of a
majority of the Senior Indebtedness to replace the then Senior Indebtedness
Representative, notice of the name of, and
_____________
Chase Manhattan Bank – for notices hereunder for
which, has been given to the holders of the Subordinated Notes by the then
Senior Indebtedness Representative being replaced. The address for notices
hereunder to The Chase Manhattan Bank shall be 712 Main Street, Houston, Texas
77002, Attn: James R. Dolphin, Fax (713) 216-6004 or such other address as the
Senior Indebtedness Representative may specify by notice to
_____________
Chase Manhattan Bank
– 000 $20,000,000
(1) All payments on account of Subordinated Notes held by such Purchaser shall
be made by wire transfer of immediately available funds for credit to:
The Chase Manhattan Bank
ABA No. 021000021
Account Name: Metropolitan Life Insurance Company
Acct. No. 002-2-410591
With sufficient information to identify the source and application of such
funds, including a reference
_____________
Chase Manhattan Bank
– 20,000,000
(1) All payments on account of Subordinated Notes held by such Purchaser shall
be made by wire transfer of immediately available funds for credit to:
Account No. Chase Manhattan Bank
ABA No. 021-000-021
Account of: Teachers Insurance and Annuity Association of America
Account No. 900-9-000200
For further Credit to the TIAA Account Number: G07040
Each
_____________
dt 1425414
;
|
Cigna
As referenced in this Note Agreement:
CIGNA Investments, Inc – COMPANY
By: /s/ Claudia Cromie
-----------------------------------
Title: Director
-----------------------------
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: /s/ Diane Hom
-----------------------------------
Title: Director-Private Placements
-----------------------------
57
{PAGE}
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA Investments, Inc . (authorized agent)
By: /s/ Debra J. Height
------------------------------
Title: Managing Director
---------------------------
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Jerry D. Zinkula
--------------------------------------
Name: Jerry D. Zinkula
---------------------------------
By: /s/ Patricia W. Wilson
--------------------------------------
Name:
_____________
CIGNA Investments, Inc – Maintenance Amount, Adjusted Yield-Maintenance Amount and interest of the
payment being made); contact name and phone.
{PAGE}
(3) Address for all notices relating to payments:
CIG & Co.
c/o CIGNA Investments, Inc .
Attention: Securities Processing S-309
900 Cottage Grove Road
Hartford, CT 06152-2309
CIG & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities - S307
Operations Group
900 Cottage Grove
_____________
CIGNA Investments, Inc – for all notices relating to payments:
CIG & Co.
c/o CIGNA Investments, Inc.
Attention: Securities Processing S-309
900 Cottage Grove Road
Hartford, CT 06152-2309
CIG & Co.
c/o CIGNA Investments, Inc .
Attention: Private Securities - S307
Operations Group
900 Cottage Grove Road
Hartford, CT 06152-2307
Fax: 860-726-7203
with a copy to:
Chase Manhattan Bank
Private Placement Servicing
P.
_____________
CIGNA Investments, Inc – 1508
Bowling Green Station
New York, New York 10081
Attention: CIGNA Private Placements
Fax: 212-552-3107/1005
(4) Address for all other communications and notices:
CIG & Co.
c/o CIGNA Investments, Inc .
Attention: Private Securities Division - S-307
900 Cottage Grove Road
Hartford, CT 06152-2307
Fax: 860-726-7203
(5) Tax Identification No.: 13-3574027
{PAGE}
Aggregate
Principal
Amount of
_____________
dt 1401455
;
First Union
As referenced in this Note Agreement:
First Union
National Bank – Subsidiaries of the Company named therein as guarantors, The Chase
Manhattan Bank f/k/a Chase Bank of Texas, National Association, as
Administrative Agent, Bankers Trust Company as Syndication Agent, First Union
National Bank as Documentation Agent, and the co-agents and lenders named
therein, as said document may be amended, restated, renewed, modified or
extended from time to time.
"Funded Debt" shall mean,
_____________
dt 1464275
;
 Schiff Hardin
As referenced in this Note Agreement:
Schiff
Hardin – forth opposite such Purchaser's name
in the Purchaser Schedule attached hereto at 100% of such aggregate principal
amount. The Company will deliver to each Purchaser, at the offices of Schiff
Hardin & Waite at 6600 Sears Tower, Chicago, Illinois 60606, one or more
Subordinated Notes registered in such Purchaser's name or in the name of its
nominee, if specified in
_____________
Schiff Hardin – of a recent date;
and
(v) such other certificates, documents and agreements as such
Purchaser may reasonably request.
3B. Opinion of Purchasers' Special Counsel. Such Purchaser shall have
received from Schiff Hardin & Waite, who are acting as special counsel for the
Purchasers in connection with this transaction, a favorable opinion satisfactory
to such Purchaser substantially in the form of Exhibit D-
_____________
dt 1363267
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