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. 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/ Xxxxxx Xxxxxxx Vice President PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST PAR U HARTFORD LIFE INSURANCE COMFORT TRUST By: Prudential Arizona Reinsurance Universal Company (as Grantor) By: Prudential Investment Management, Inc. (as Investment Manager) By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK FARMERS NEW WORLD LIFE INSURANCE COMPANY GLOBE LIFE AND ACCIDENT INSURANCE COMPANY LIBERTY NATIONAL LIFE INSURANCE COMPANY FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA MTL INSURANCE company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxx Xxxxxxx Vice President PRIVATE PLACEMENT TRUST INVESTORS, LLC By: Prudential Private Placement Investors, L.P. (as Managing Member) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxx Xxxxxxx Vice President Agreed and Accepted: APPLIED INDUSTRIAL TECHNOLOGIES, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Consented to: APPLIED INDUSTRIAL TECHNOLOGIES-CA LLC APPLIED INDUSTRIAL TECHNOLOGIES-XXXXX, INC. APPLIED INDUSTRIAL TECHNOLOGIES-PA LLC AIR- HYDRAULIC SYSTEMS, INC. ESI ACQUISITION CORPORATION BEARINGS PAN AMERICAN, INC. BEARINGS SALES AND SERVICES INC. AIR DRAULICS ENGINEERING CO. APPLIED INDUSTRIAL TECHONOLOGIES-CAPITAL INC. XXXXXXX FLUID POWER, INC. APPLIED FLUID POWER HOLDINGS, LLC BAY ADVANCED TECHNOLOGIES, LLC CAROLINA FLUID COMPONENTS, LLC DTS FLUID POWER, LLC HYDROAIR XXXXXX, LLC FLUIDTECH, LLC POWER SYSTEMS, LLC A&H FLUID TECHNOLOGIES, INC. APPLIED MAINTENANCE SUPPLIES & SOLUTIONS, LLC AIT INTERNATIONAL, INC. APPLIED US, L.P. APPLIED INDUSTRIAL TECHNOLOGIES - PACIFIC LLC APPLIED CANADA HOLDINGS, ULC APPLIED LUXEMBOURG S.À.X.X. APPLIED NORTHERN HOLDINGS, ULC APPLIED NOVA SCOTIA COMPANY XXXX OIL FIELD SUPPLY, INC. RELIANCE INDUSTRIAL PRO...
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 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 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, PRUDENTIAL INVESTMENT MANAGEMENT, INC. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxx Vice President RGA REINSURANCE COMPANY MUTUAL OF OMAHA INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY UNION SECURITY INSURANCE COMPANY PHYSICIANS MUTUAL INSURANCE COMPANY FARMERS NEW WORLD LIFE INSURANCE COMPANY ZURICH AMERICAN INSURANCE COMPANY SECURITY BENEFIT LIFE INSURANCE COMPANY, INC BAYSTATE INVESTMENTS, LLC ING LIFE INSURANCE AND ANNUITY COMPANY MEDICA HEALTH PLANS MTL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxx X. Xxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx X. Xxxx Vice President GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Xxxxxx X. Xxxx Vice President Agreed as of the date first above written: REGIS CORPORATION REGIS INC. HAIR CLUB FOR MEN, LLC SUPERCUTS CORPORATE SHOPS, INC. THE BARBERS HAIRSTYLING FOR MEN & WOMEN, INC. REGIS CORP. FIRST CHOICE HAIRCUTTERS (INTERNATIONAL) CORP. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Chief Financial Officer SCHEDULE 6F CONVERTIBLE NOTES Convertible Notes Amount Rate Due $ 172,500,000 5.00% 7/14/14
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. If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning at least one counterpart of this Letter Amendment No. 1 to Senior Vice President, Secretary and General Counsel, Graybar Electric Company, Inc., 00 Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000. Very truly yours, GRAYBAR ELECTRIC COMPANY, INC. By: /s/ X. X. Xxxx Name: X. X. Xxxx Title: Vice President - Treasurer Agreed as of the date first above written: PGIM, INC. By: /s/ Xxxxx Xxxxxxx Vice President SCHEDULE 5.3 DISCLOSURE MATERIALS Filing Filed/Effective File/Film Number 10-Q 2017-08-01 000-00255 17996373 8-K 2017-06-08 000-00255 17900157 10-Q 2017-05-02 000-00255 17804535 DEFA14C 2017-04-24 000-00255 17778129 DEF 14C 2017-04-24 000-00255 17778120 PRE 14C 2017-04-14 000-00255 17762762 10-K 2016-03-18 000-00255 161515701 8-K 2017-03-10 000-00255 17680865 10-K 2017-03-10 000-00255 17680393 SC 13G/A 2017-02-10 005-14237 17592066 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. SCHEDULE 5.3 (to Private Shelf Agreement) SCHEDULE 5.4 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) Commonwealth Controls Corporation Missouri 100% Distribution Associates Incorporated Missouri 100% Advantage Industrial Automation, Inc. Georgia 100% GBE Sub, LLC Missouri 100% Cape Electrical Supply Holdings LLC Delaware 100% Cape Electrical Supply LLC Delaware 100% 25 NC, LLC Missouri 100% Graybar Aust. Pty Ltd. Australia (Victoria) Graybar Business Services, Inc. Missouri 100% Graybar Canada Limited Nova Scotia Graybar E...
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 CAPI AL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ [ILLEGIBLE] Vice President AGREED AND ACCEPTED: BLUESTEM BRANDS, INC. By: /s/ Xxxx Xxxxxxx Title: Chief Financial Officer SCHEDULE 6A TO LETTER AGREEMENT SCHEDULE 6B TO LETTER AGREEMENT SCHEDULE 6C TO LETTER AGREEMENT SCHEDULE 6G TO LETTER AGREEMENT SCHEDULE 6K TO LETTER AGREEMENT EXHIBIT A TO LETTER AGREEMENT [FORM OF SUBORDINATED NOTE] BLUESTEM BRANDS, INC. 13.00% AMENDED AND RESTATED SENIOR SUBORDINATED SECURED NOTE DUE NOVEMBER 21, 2013 No. _____ [Date] $ _____________
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:__SANDRA K. BRANDT_____________ Title: Treasurer
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/ Paul Price ---------------------------------------- Vice President AGREED AND ACCEPTED: CORRPRO COMPANIES, INC. By: /s/ Robert M. Mayer ------------------------------- Title: Senior Vixx Xxxxxxxxx, XFO ---------------------------- EXHIBIT A FORM OF THIRD AMENDED AND RESTATED NOTE See Attached CORRPRO COMPANIES, INC. THIRD AMENDED AND RESTATED SENIOR NOTE DUE JANUARY 15, 2008 No. 1998 A-4 July 31, 2003 $25,352,573 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 FIVE MILLION THREE HUNDRED FIFTY TWO THOUSAND FIVE HUNDRED SEVENTY THREE DOLLARS ($25,352,573) 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 11.35%, payable on the 15th day of each month in each year, commencing on August 15, 2003, 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% 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 Company in writing, in lawful money of the United States of America. This Note is issued pursuant to the Note Purchase Agreement, dated as of January 21, 1998, as...
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., its general partner By: /s/ G. Xxxxxxx Xxxxxxx 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/ G. Xxxxxxx Xxxxxxx Vice President PRUDENTIAL CAPITAL PARTNERS (PARALLEL FUND) II, L.P. By: Stetson Street Partners, L.P., its general partner By: /s/ G. Xxxxxxx Xxxxxxx President AGREED AND ACCEPTED: BLUESTEM BRANDS, INC. By: /s/ Xxxx X. Xxxxxxx Title: EVP, CFO
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: /s/ Illegible --------------------------------- Vice President Agreed and accepted: REGIS CORPORATION By: /s/ Xxxxx X. Xxxxxx --------------------------------- XXXXX X. XXXXXX
