Counterparts; Section Titles. This Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Letter. The section titles contained in this Letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ___________________________________ Vice President PRUCO LIFE INSURANCE COMPANY By: ___________________________________ Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: ___________________________________ Vice President SECURITY BENEFIT LIFE INSURANCE COMPANY, INC. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Vice President AMERICAN SKANDIA LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By:______________________________ Vice President MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: ______________________________ Vice President THE LETTER IS AGREED TO AND ACCEPTED BY: TWIN DISC, INCORPORATED By:______________________________ Name: ___________________________ Title: ____________________________
Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. [signature page follows] Very truly yours, PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Xxxxx Xxxxxxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxxxxxxx Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxxxxxxxx Vice President Agreed and Accepted: THE STEAK N SHAKE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President, General Counsel and Corporate Secretary EXHIBIT A [FORM OF GUARANTY AGREEMENT] GUARANTY AGREEMENT This GUARANTY AGREEMENT (the “Guaranty”), dated as of May 16, 2008, is made by the guarantors named in the Guarantor Schedule attached hereto and each guarantor that may become a party to this Guaranty by executing a joinder hereto (herein referred to, individually, as a “Guarantor” and, collectively, as “Guarantors”), in favor of Prudential Investment Management, Inc. (“Prudential”) and the holders of the Notes (as defined below) from time to time (the “Holders”).
Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
Counterparts; Section Titles. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Graybar Electric Company, Inc. [SIGNATURE PAGE TO FOLLOW] Graybar Electric Company, Inc. If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning at least one counterpart of this Amendment No. 2 to the other parties hereto. Very truly yours, GRAYBAR ELECTRIC COMPANY, INC. By: /s/ X. X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President - Treasurer Graybar Electric Company, Inc. Amendment No. 2 Agreed as of the date first above written: Metropolitan Life Insurance Company By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory MetLife Investment Management, LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory MetLife Investment Management Limited By: /s/ X. Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory Graybar Electric Company, Inc. Disclosure Materials Filing Filed/Effective File/Film Number 8-K 6/10/2021 000-00255 211007449 DEFA14C 4/30/2021 000-00255 21875243 DEF 14C 4/30/2021 000-00255 21875226 10-Q 4/26/2021 000-00255 21853587 8-K 3/24/2021 000-00255 21768189 10-K 3/19/2021 000-00255 21758011 10-K 3/10/2021 000-00255 21729700 SC 13G/A 2/12/2021 000-00255 21627946 All of the above filings by the Company or the Voting Trust with the United States Securities and Exchange Commission are incorporated herein by this reference. Subsidiaries of the Company and Ownership of Subsidiary Stock (i) Subsidiaries of the Company Entity Name Jurisdiction of Incorporation, Formation or Organization Percentage of Shares Held or Beneficially Owned (Domestic Subsidiaries Only) Graybar Management Services, LLC Delaware 100% XXXXX, LLC Missouri 100% Gnewco, LLC Delaware 100% GBE Sub, LLC Missouri 100% GBE2, LL...
Counterparts; Section Titles. This amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this amendment. The section titles contained in this amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, PGIM, INC. By: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PGIM, Inc., as investment manager By: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser By: Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Pruco Life Insurance Company (as Grantor) By: PGIM, Inc. (as Investment Manager) By: Vice President [Signature Page to Amendment No. 3] THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., as General Partner By: Vice President THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser By: Vice President PRUDENTIAL TERM REINSURANCE COMPANY By: PGIM, Inc., as Investment Manager By: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc., as Investment Manager Exhibit 4.10 By: Vice President [Signature Page to Amendment No. 3] Agreed and accepted: CHESAPEAKE UTILITIES CORPORATION By: Name: Xxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer EXHIBIT A INFORMATION SCHEDULE PGIM, INC.
Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the two parties hereto. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: _____________________________________ Vice President Agreed and accepted: INTERMET CORPORATION By: _____________________________________ Dorexxx X. Xxxxxxxxx Vice President - Finance
Counterparts; Section Titles. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President Agreed and accepted: ACE HARDWARE CORPORATION By: XXXXXX X. XXXXXX Title: Treasurer
Counterparts; Section Titles. This letter agreement may be executed via facsimile or electronic transmission in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter agreement are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, PRUDENTIAL CAPITAL PARTNERS II, L.P. By: Stetson Street Partners, L.P., By: /s/ Xxxxx Xxxxxxxxxxx Vice President PRUDENTIAL CAPITAL PARTNERS MANAGEMENT FUND II, L.P. By: Mulberry Street Holdings, LLC, its general partner By: Prudential Investment Management, Inc., its managing member By: /s/ Xxxxx Xxxxxxxxxxx Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ Xxxxx Xxxxxxxxxxx Vice President AGREED AND ACCEPTED BLUESTEM BRANDS, INC. By: /s/ Xxxx X. Xxxxxxx Title: Executive Vice President & CFO
Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxx Xxxxxx ----------------------------------------- Vice President AGREED AND ACCEPTED: CORRPRO COMPANIES, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Title: Chief Financial Officer ------------------------------ EXHIBIT A FORM OF SECOND AMENDED AND RESTATED NOTE See Attached CORRPRO COMPANIES, INC. SECOND AMENDED AND RESTATED SENIOR NOTE DUE JANUARY 15, 2008 No. 1998 A-3 September 23, 2002 $28,285,714 Chicago, Illinois FOR VALUE RECEIVED, the undersigned, CORRPRO COMPANIES, INC., (herein called the "Company"), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to The Prudential Insurance Company of America, or registered assigns, the principal sum of TWENTY EIGHT MILLION TWO HUNDRED EIGHTY FIVE THOUSAND SEVEN HUNDRED FOURTEEN DOLLARS ($28,285,714) on January 15, 2008, with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at a rate per annum equal to (i) 11.35% until July 31, 2003, and (ii) 11.85% on and after July 31, 2003, from the date hereof, payable on the 15th day of each month in each year, commencing on October 15, 2002, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield-Maintenance Amount and any overdue payment of interest, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 13.35% until July 31, 2003 and 13.85% on and after July 31, 2003, or (ii) 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. Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the C...
Counterparts; Section Titles. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter agreement are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Very truly yours, PRUDENTIAL CAPITAL PARTNERS II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President PRUDENTIAL CAPITAL PARTNERS MANAGEMENT FUND II, L.P. By: Mulberry Street Holdings, LLC, its general partner By: Prudential Investment Management, Inc., its managing member By: /s/ [ILLEGIBLE] Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: FINGERHUT DIRECT MARKETING, INC. By: Title: Very truly yours, PRUDENTIAL CAPITAL PARTNERS II, L.P. By: Stetson Street Partners, L.P., its general partner By: Vice President PRUDENTIAL CAPITAL PARTNERS MANAGEMENT FUND II, L.P. By: Mulberry Street Holdings, LLC, its general partner By: Prudential Investment Management, Inc., its managing member By: Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: Vice President
