Ziegler Companies Inc Sample Contracts

Ziegler Companies Inc – 2003 DEFERRED RESTRICTED STOCK AGREEMENT (March 16th, 2004)

Exhibit 10.20 2003 DEFERRED RESTRICTED STOCK AGREEMENT BETWEEN THE ZIEGLER COMPANIES, INC. AND JOHN J. MULHERIN THIS AGREEMENT, effective as of March 17, 2003 (the "Effective Date"), is by and between The Ziegler Companies, Inc., a Wisconsin corporation (the "Company") and John J. Mulherin (the "Executive"), parties to this Agreement. RECITALS WHEREAS, the Executive is a key employee performing valuable services for a wholly owned subsidiary of the Company, and the Company desires to retain the Executive in such service; and WHEREAS, it is to the mutual benefit of both parties to this Agreement that the relationship continue and that the Executive continue to contribute to the operation of the Company's affiliate, and

Ziegler Companies Inc – FULLY DISCLOSED CLEARING AGREEMENT (March 16th, 2004)

Exhibit 10.19 Pershing FULLY DISCLOSED CLEARING AGREEMENT OF PERSHING DIVISION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION THIS AGREEMENT is made and entered into this 28th day of December 2000 by and between the Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing"), a Delaware Corporation, and B.C. Ziegler & Company ("Broker"), a Wisconsin Corporation. 1.0 APPROVAL This Agreement shall be subject to approval by the New York Stock Exchange, Inc. ("NYSE") and by any other self-regulatory organization vested with the authority to review or approve it. Pershing shall submit this Agreement to the NYSE and Broker shall submit the Agreement to any other such organization from which Broker is required to obtain approval. In the event of disapproval, the parties sh

Ziegler Companies Inc – NEWS RELEASE (February 3rd, 2004)

Exhibit 99.1 (Ziegler Logo) Hank Hakewill 414-978-6413 hhakewill@ziegler.com NEWS RELEASE Ziegler announces fourth quarter financial results Company achieves stated financial goal, has good year in underwriting, asset management and retail brokerage. Milwaukee, Wisconsin - February 3, 2004 - The Ziegler Companies, Inc. (symbol: ZCOI), a growth-oriented boutique investment banking and investment services firm with primary focus in the not-for-profit sectors of healthcare, senior living, schools and churches, today released its financial results for the fourth quarter and year ending December 31, 2003. In the three months ended December 31, 2003, total revenues for the quarter were $21,398,000 compared to $21,014,000 i

Ziegler Companies Inc – NEWS RELEASE (January 29th, 2004)

Exhibit 99.1 (Ziegler Logo) Hank Hakewill 414-978-6413 hhakewill@ziegler.com NEWS RELEASE Ziegler declares dividend Milwaukee, Wisconsin - January 29, 2004 - The Ziegler Companies, Inc. (symbol: ZCOI), a growth-oriented boutique investment banking and investment services firm with primary focus in the not-for-profit sectors of healthcare, senior living, churches and schools, today announced a dividend. On January 26, Ziegler's board of directors declared a 13-cent regular quarterly dividend for the fourth quarter. The dividend is payable on February 17 to shareholders of record at the close of business on February 6, 2004. The Board established May 20, 2004 as the date of the annual meeting of Company shareho

Ziegler Companies Inc – NEWS RELEASE (December 12th, 2003)

(Corporate Logo) Exhibit 99.1 Hank Hakewill 414-978-6413 hhakewill@ziegler.com NEWS RELEASE Ziegler application to delist from AMEX approved Will become effective December 12 Milwaukee, Wisconsin - December 12, 2003 - The Ziegler Companies, Inc. (symbol: ZCOI), a growth-oriented boutique investment banking and investment services firm with primary focus in the not-for-profit sectors of healthcare, senior living and churches, announced that its application to voluntarily delist its common shares from trading on the American Stock Exchange has been approved by the Securities and Exchange Commission (SEC). On October 28, 2003, the Company's Board of Directors determined that delisting, and the related termination of the registration of c

Ziegler Companies Inc – NEWS RELEASE (October 31st, 2003)

Exhibit 99.1 (Ziegler Logo) Cynthia Johnson 414-978-6421 cjohnson@ziegler.com NEWS RELEASE Ziegler declares dividend Milwaukee, Wisconsin - October 31, 2003 - The Ziegler Companies, Inc. (AMEX: ZCO), a growth-oriented boutique investment banking and investment services firm with primary focus in the not-for-profit sectors of healthcare, senior living and churches, today announced a dividend. Ziegler's board of directors declared a 13-cent regular quarterly dividend for the third quarter. The dividend is payable on November 20, 2003 to shareholders of record at the close of business on November 10, 2003. Book value per share at September 30, 2003 was $18.55 per share. About Ziegler: The Ziegler Companies, Inc. -

Ziegler Companies Inc – NEWS RELEASE (October 28th, 2003)

Exhibit 99.1 (Ziegler Logo) Cynthia Johnson 414-978-6421 cjohnson@ziegler.com NEWS RELEASE Ziegler announces third quarter financial results and application to delist from AMEX Revenue and income up over nine months, 2002 Milwaukee, Wisconsin - October 28, 2003 - The Ziegler Companies, Inc. (AMEX: ZCO), a growth-oriented boutique investment banking and investment services firm with primary focus in the not-for-profit sectors of healthcare, senior living and churches, today released its financial results for the third quarter and nine months ending September 30, 2003. Ziegler also announced that it will file applications to voluntarily delist its common shares from trading on the American Stock Exchange, and to deregister as a

Ziegler Companies Inc – NEWS RELEASE (July 29th, 2003)

Exhibit 99.1 (Ziegler Logo) Cynthia Johnson 414-978-6421 cjohnson@ziegler.com NEWS RELEASE Ziegler announces second quarter financial results, declares dividend Company focuses on strategic initiatives to fulfill unmet customer needs in growing market segments Milwaukee, Wisconsin - July 29, 2003 - The Ziegler Companies, Inc. (AMEX: ZCO), a diversified financial services holding company, today released its financial results for the second quarter ending June 30, 2003. In the three months ended June 30, 2003, total revenues for the quarter were $17,530,000 compared to $16,276,000 for the second quarter of 2002. Net income for the second quarter of 2003 was $564,000 or 26 cents per basic and diluted share compared to $594,0

Ziegler Companies Inc – MANDATORY DEFERRED BONUS PLAN (June 9th, 2003)

Exhibit 4.3 THE ZIEGLER COMPANIES, INC. MANDATORY DEFERRED BONUS PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003 (and including subsequent amendments through May 2003) Mandatory THE ZIEGLER COMPANIES, INC. MANDATORY DEFERRED BONUS PLAN PREAMBLE WHEREAS, the Ziegler Companies, Inc. (the "Company") originally established The Ziegler Companies, Inc. Mandatory Deferred Bonus Plan (the "Plan") effective as of January 1, 2000; and WHEREAS, the Company subsequently amended and restated the Plan effective as of January 1, 2002; and WHEREAS, the Company now wishes to amend an

Ziegler Companies Inc – VOLUNTARY DEFERRED BONUS PLAN (June 9th, 2003)

Exhibit 4.4 THE ZIEGLER COMPANIES, INC. VOLUNTARY DEFERRED BONUS PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003 (and including subsequent amendments through May 2003) Voluntary THE ZIEGLER COMPANIES, INC. VOLUNTARY DEFERRED BONUS PLAN PREAMBLE WHEREAS, the Ziegler Companies, Inc. (the "Company") originally established The Ziegler Companies, Inc. Voluntary Deferred Bonus Plan (the "Plan") effective as of January 1, 2000; and WHEREAS, the Company subsequently amended and restated the Plan effective as of January 1, 2002; and WHEREAS, the Company now wishes to

Ziegler Companies Inc – NEWS RELEASE (April 23rd, 2003)

Exhibit 99 (Corporate Logo here) Cynthia Johnson 414-978-6421 cjohnson@ziegler.com NEWS RELEASE ZIEGLER ANNOUNCES FIRST QUARTER FINANCIAL RESULTS, DECLARES DIVIDEND Company continues on turnaround path, begins year with record senior living underwriting in Hawaii, hires new head of asset management MILWAUKEE, WISCONSIN - April 22, 2003 - The Ziegler Companies, Inc. (AMEX: ZCO), a diversified financial services holding company, today released its financial results for the first quarter ending March 31, 2003. In the three months ended March 31, 2003, total revenues for the quarter were $15,433,000 compared to $12,810,000 in the first quarter of 2002. Net income for the first quarter of 2003 was $252,000 or 12 cents per b

Ziegler Companies Inc – DEFERRED BENEFIT AGREEMENT (March 28th, 2003)

Exhibit 10.10 DEFERRED BENEFIT AGREEMENT BETWEEN THE ZIEGLER COMPANIES, INC. AND JOHN J. MULHERIN THIS AGREEMENT, effective as of March 19, 2002 (the "Effective Date"), is by and between The Ziegler Companies, Inc., a Wisconsin corporation (the "Company") and John J. Mulherin (the "Executive"), parties to this Agreement. RECITALS WHEREAS, the Executive is a key employee performing valuable services for a wholly owned subsidiary of the Company, and the Company desires to retain the Executive in such service; and WHEREAS, it is to the mutual benefit of both parties to this Agreement that the relationship continue and that the Executive continue to contribute to the operation of the Company's affiliate, and

Ziegler Companies Inc – INCENTIVE STOCK OPTION AGREEMENT (March 28th, 2003)

Exhibit 10.16 THE ZIEGLER COMPANIES, INC. PERFORMANCE VESTING INCENTIVE STOCK OPTION AGREEMENT This Option is granted the 17th day of August, 2000 by THE ZIEGLER COMPANIES, INC. (the "Company") to John J. Mulherin ("Optionee"). 1. Option Governed by Terms of Option Agreement and Plan. This ----------------------------------------------------- Option shall be exercisable only in accordance with the terms of this Option Agreement. This Option is also subject in all respects to the provisions of The Ziegler Companies, Inc. 1998 Stock Incentive Plan, as it may be amended from time to time (the "Plan"). Terms defined in the Plan where used herein shall have the meanings as so defined. Optionee hereby acknowledges receipt of a copy of the Plan. 2. Number of Shares Optioned, Option Price. Th

Ziegler Companies Inc – MANDATORY DEFERRED BONUS PLAN (March 28th, 2003)

Exhibit 10.20 THE ZIEGLER COMPANIES, INC. MANDATORY DEFERRED BONUS PLAN AS AMENDED AND RESTATED EFFECTIVE ___________, 2003 Mandatory THE ZIEGLER COMPANIES, INC. MANDATORY DEFERRED BONUS PLAN PREAMBLE WHEREAS, the Ziegler Companies, Inc. (the "Company") originally established The Ziegler Companies, Inc. Mandatory Deferred Bonus Plan (the "Plan") effective as of January 1, 2000; and WHEREAS, the Company subsequently amended and restated the Plan effective as of January 1, 2002; and WHEREAS, the Company now wishes to amend and restate the Plan to include Company stock as a deemed investment option; NOW, THEREFORE, The Ziegler Compani

Ziegler Companies Inc – NONQUALIFIED STOCK OPTION AGREEMENT (March 28th, 2003)

EXHIBIT 10.13 THE ZIEGLER COMPANIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Option is granted the 19th day of March, 2002 by THE ZIEGLER COMPANIES, INC. (the "Company") to John C. Todd (the "Optionee"). 1. Option Governed by Terms of Option Agreement and Plan. This Option ----------------------------------------------------- shall be exercisable only in accordance with the terms of this Option Agreement. This Option is also subject in all respects to the provisions of The Ziegler Companies, Inc. 1998 Stock Incentive Plan (the "Plan"). In the event of any conflict between any provisions of this Option and the provisions of the Plan, the provisions of the Plan shall control. Terms defined in the Plan where used herein shall have the meanings as so defined. Optionee hereby acknowledges receipt of a copy of the Plan. 2. Number of Sha

Ziegler Companies Inc – VOLUNTARY DEFERRED BONUS PLAN (March 28th, 2003)

Exhibit 10.21 THE ZIEGLER COMPANIES, INC. VOLUNTARY DEFERRED BONUS PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003 Voluntary THE ZIEGLER COMPANIES, INC. VOLUNTARY DEFERRED BONUS PLAN PREAMBLE WHEREAS, the Ziegler Companies, Inc. (the "Company") originally established The Ziegler Companies, Inc. Voluntary Deferred Bonus Plan (the "Plan") effective as of January 1, 2000; and WHEREAS, the Company subsequently amended and restated the Plan effective as of January 1, 2002; and WHEREAS, the Company now wishes to amend and restate the Plan to include Company stock as a deemed investment option; NOW, THEREFORE, The Ziegler Companie

Ziegler Companies Inc – PERFORMANCE STOCK AWARD AGREEMENT (March 28th, 2003)

Exhibit 10.18 THE ZIEGLER COMPANIES, INC. PERFORMANCE STOCK AWARD AGREEMENT THIS PERFORMANCE STOCK AWARD AGREEMENT, dated as of this 17th day of August, 2000, is made by THE ZIEGLER COMPANIES, INC. (the "Company") to John J. Mulherin ("Executive"). 1. AWARD ----- Pursuant to the terms of this Agreement, Executive is eligible to be granted up to 15,000 shares of Company common stock, subject to his continued employment with the Company and the achievement of certain performance conditions to be determined by Organization and Compensation Committee of the Board of Directors (the "Committee"). 2. PERFORMANCE CONDITIONS ---------------------- (a) 2000 Award. Subject to the Executive's continued employment as ---------- of the date of the Committee's determination of the granting of the 2000 Aw

Ziegler Companies Inc – RESTRICTED STOCK AGREEMENT (March 28th, 2003)

EXHIBIT 10.12 THE ZIEGLER COMPANIES, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Award is granted as of the 31st day of March, 2002 by THE ZIEGLER COMPANIES, INC. (the "Company") to * (the "Employee"). 1. Award Governed by Terms of Agreement and Plan. This Award shall be --------------------------------------------- governed by the terms of this Restricted Stock Agreement. This Award is also subject in all respects to the provisions of The Ziegler Companies, Inc. 1998 Stock Incentive Plan (the "Plan"). In the event of any conflict between any provisions of this Award and the provisions of the Plan, the provisions of the Plan shall control. Terms defined in the Plan where used herein shall have the meanings as so defined. Employee hereby acknowledges receipt of a copy of the Plan. 2. Number of Shares Awarded. The Compan

Ziegler Companies Inc – 1998 STOCK INCENTIVE PLAN (August 14th, 2002)

Exhibit 10.1 THE ZIEGLER COMPANIES, INC. 1998 STOCK INCENTIVE PLAN (restated to reflect amendments through April 23, 2002) I. INTRODUCTION 1.01 Purpose. This plan shall be known as The Ziegler Companies, Inc. 1998 Stock Incentive Plan (the "1998 Plan" or the "Plan"). The purpose of the Plan is to provide incentive for key employees of The Ziegler Companies, Inc. and its Subsidiaries to improve corporate performance on a long-term basis, and to attract and retain key employees and qualified directors. 1.02 Effective Date. The effective date of the 1998 Plan shall be April 20, 1998, subject to approval of the 1998 Plan by the shareholders of The Ziegler Companies, Inc. at the 1998 annual meeting. Any Awards granted prior to such shareholder approval shall be expressly conditioned upon such shareholder approval of the Plan. 1.03

Ziegler Companies Inc – PROMISSORY NOTE (May 15th, 2002)

Exhibit 10.1 PROMISSORY NOTE $20,000,000.00 Milwaukee, Wisconsin as of April 30, 2002 FOR VALUE RECEIVED, The Ziegler Companies, Inc., a Wisconsin corporation, hereby promises ON DEMAND, and if no demand is made, on April 30, 2003, to pay to the order of M&I MARSHALL & ILSLEY BANK, Milwaukee, Wisconsin, a Wisconsin banking corporation, the principal sum of Twenty Million Dollar & no/100ths ($20,000,000.00) or so much thereof as shall from time to time be disbursed to, or for the benefit of, Maker. The unpaid principal shall bear interest from the date hereof until paid at such rate, terms and conditions as the parties may mutually agree upon from time to time, calculated on a 360 day basis and is payable ON DEMAND, and if no demand is made on April 30, 2003. Payments of both principal and interest are to be made in lawful money

Ziegler Companies Inc – NONQUALIFIED STOCK OPTION AGREEMENT (March 26th, 2002)

Exhibit 10.9 THE ZIEGLER COMPANIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Option is granted the 30th day of October, 2001 by THE ZIEGLER COMPANIES, INC. (the "Company") to Bernard C. Ziegler III (the "Optionee"). 1. Option Governed by Terms of Option Agreement and Plan. This Option ----------------------------------------------------- shall be exercisable only in accordance with the terms of this Option Agreement. This Option is also subject in all respects to the provisions of The Ziegler Companies, Inc. 1998 Stock Incentive Plan (the "Plan"). In the event of any conflict between any provisions of this Option and the provisions of the Plan, the provisions of the Plan shall control. Terms defined in the Plan where used herein shall have the meanings as so defined. Optionee hereby acknowledges receipt of a copy of the Plan. 2. N

Ziegler Companies Inc – 1998 STOCK INCENTIVE PLAN AMENDMENT (March 26th, 2002)

Exhibit 10.10 THE ZIEGLER COMPANIES, INC. 1998 STOCK INCENTIVE PLAN AMENDMENT WHEREAS, The Ziegler Companies, Inc. (the "Company") adopted The Ziegler Companies, Inc. 1998 Stock Incentive Plan (the "Plan"), to attract and retain key employees and qualified directors of the Company, with such Plan originally effective as of April 20, 1998; and WHEREAS, the Company desires to clarify the definition of fair market value in the Plan to reflect current methods of calculating fair market value; NOW, THEREFORE, Section 2.01(h) of The Ziegler Companies, Inc. 1998 Stock Incentive Plan, the definition of "fair market value," is clarified by replacing it in its entirety with the following: "Fair Market Value" on any date shall mean, with respect to ------------------- Company Stock, if the stock is then listed and traded on a

Ziegler Companies Inc – PROMISSORY NOTE (November 14th, 2001)

Exhibit 10.1 PROMISSORY NOTE $20,000,000.00 Milwaukee, Wisconsin as of April 30, 2001 FOR VALUE RECEIVED, The Ziegler Companies, Inc., a Wisconsin corporation, hereby promises ON DEMAND, and if no demand is made, on April 30, 2002, to pay to the order of M&I MARSHALL & ILSLEY BANK, Milwaukee, Wisconsin, a Wisconsin banking corporation, the principal sum of Twenty Million Dollar & no/100ths ($20,000,000.00) or so much thereof as shall from time to time be disbursed to, or for the benefit of, Maker. The unpaid principal shall bear interest from the date hereof until paid at such rate, terms and conditions as the parties may mutually agree upon from time to time, calculated on a 360 day basis and is payable ON DEMAND, and if no demand is made on April 30, 2002. Payments of both principal and interest are to be

Ziegler Companies Inc – AGREEMENT AND PLAN OF MERGER (July 17th, 2001)

AGREEMENT AND PLAN OF MERGER BY AND AMONG THE ZIEGLER COMPANIES, INC., PMC INTERNATIONAL, INC., THE ENVESTNET GROUP, INC. AND ENVESTNET ACQUISITION CORP. DATED AS OF JULY 12, 2001 SECTION 1.A DEFINITIONS 1 ARTICLE I. THE MERGER 10 Section 1.1. The Merger 10 Section 1.2. Effective Time of the Merger 11 ARTICLE II. THE SURVIVING CORPORATION 11 Section 2.1. Certificate of Incorporation of the Surviving Corporation 11 Section 2.2. By-Laws of the Survi

Ziegler Companies Inc – EMPLOYMENT AGREEMENT (April 16th, 2001)

Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 18th day of October, 2000 (this "Agreement"), by and between The Ziegler Companies, Inc., a Wisconsin corporation (the "Company"), and John J. Mulherin (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the current Company and in the event of any threatened or pen

Ziegler Companies Inc – PROMISSORY NOTE (April 16th, 2001)

Exhibit 10.7 PROMISSORY NOTE $67,906.63 December 29, 2000 FOR VALUE RECEIVED, John J. Mulherin ("Mulherin"), in his individual capacity, hereby promises to pay to the order of The Ziegler Companies, Inc. ("Company"), the principal sum of $67,906.63, together with interest thereon from the date of disbursement until paid, at the rate of 6.10% percent per annum. This Note will be due and payable on the earlier of: (i) April 15, 2001 or (ii) the day on which Mulherin receives a bonus from the Company or any of its subsidiaries on account of his services as CEO of the Company during 2000. Mulherin hereby authorizes the Company to withhold from any bonus payable to him principal and interest then due on this Note. All payments will be applied first to interest, and then as the Company determines to principal and any other charges

Ziegler Companies Inc – PROMISSORY NOTE (April 16th, 2001)

Exhibit 10.8 PROMISSORY NOTE $120,000.00 MILWAUKEE, WISCONSIN APRIL 13, 2001 FOR VALUE RECEIVED, JOHN J. MULHERIN (the "Borrower") hereby promises to pay to the order of THE ZIEGLER COMPANIES, INC. (the "Lender"), the principal sum of ONE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($120,000.00) on April 15, 2002 or such earlier date as the outstanding principal balance and accrued and unpaid interest shall become due pursuant to Section 5(b) below (the "Maturity Date"). The Borrower also promises to pay interest on the outstanding principal balance at the rates and on the dates set forth in Section 1 below. 1. Interest. The unpaid principal amount of this Note shall bear -------- interest from the date hereof until paid in full, at an annual rate equa

Ziegler Companies Inc – EMPLOYMENT AGREEMENT (March 28th, 2001)

Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 18th day of October, 2000 (this "Agreement"), by and between The Ziegler Companies, Inc., a Wisconsin corporation (the "Company"), and John J. Mulherin (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the current Company and in the event of any threatened or pen

Ziegler Companies Inc – THE ZIEGLER COMPANIES, INC. SIGNS AGREEMENT (August 19th, 1999)

FOR RELEASE AFTER 4 P.M.CDT CONTACT: Peter D. Ziegler August 12, 1999 President and CEO 414-334-5521 THE ZIEGLER COMPANIES, INC. SIGNS AGREEMENT TO SELL ZIEGLER THRIFT TRADING, INC. WEST BEND, WIS. - The Ziegler Companies, Inc. [AMEX: ZCO], a financial services holding company based in West Bend, Wis., announced today it has signed a definitive asset purchase agreement to sell its Ziegler Thrift Trading, Inc. subsidiary to Strong Capital Management, Inc., Menomonee Falls, Wis. Ziegler Thrift Trading, Inc. is a discount brokerage firm with corporate headquarters in Minneapolis, Minn. The firm has investment office locations in Minneapolis and St. Paul, Minn., Naperville and Westchester, Ill., and Brookfield, Wis. The closing of the proposed sale is subject to certain conditions, including regulatory

Ziegler Companies Inc – ASSET PURCHASE AGREEMENT (August 19th, 1999)

ASSET PURCHASE AGREEMENT ------------------------ THIS AGREEMENT is made and entered into this 12th day of August, 1999, by and among ZIEGLER THRIFT TRADING, INC., a Minnesota corporation ("Seller"), THE ------ ZIEGLER COMPANIES, INC., a Wisconsin corporation of which Seller is a wholly owned subsidiary ("ZCO"), STRONG INVESTMENTS, INC., a Wisconsin corporation --- ("Purchaser"), and STRONG CAPITAL MANAGEMENT, INC., a Wisconsin corporation --------- ("Strong"). ------ W I T N E S S E T H: WHEREAS, Seller owns and operates a discount brokerage business (the "Business"); and -------- WHEREAS, Seller desires to sell the Business and certain of the assets employed by, and certain of the liabilities of, Seller in connection with the Business to Purchaser, and Purchaser desires to purchase the Bus

Ziegler Companies Inc – REVOLVING CREDIT AGREEMENT (March 31st, 1998)

REVOLVING CREDIT AGREEMENT Dated as of January 16, 1998 among B C ZIEGLER AND COMPANY, as Borrower, THE LENDERS NAMED HEREIN and THE FIRST NATIONAL BANK OF CHICAGO, as Agent Arranged By FIRST CHICAGO CAPITAL MARKETS, INC. TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II THE CREDITS 2.1. Advances 2.2. Ratable Loans 2.3. Types of Advances 2.4. Facility Fee, Utilization Fee; Reductions in Aggregate Commitment 2.5. Minimum Amount of Each Advance 2.6. Optional Principal Payments 2.7. Method of Requesting New Advances 2.8. Conversion of Outstanding Advances 2.9. Changes in Interest Rate, etc 2.10. Rates App

Ziegler Companies Inc – NINTH SUPPLEMENTAL INDENTURE (March 27th, 1997)

ZIEGLER COLLATERALIZED SECURITIES, INC., Issuer and M&I FIRST NATIONAL BANK, Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of May 1, 1996 to INDENTURE Dated as of December 1, 1991, as amended CREATING $5,000,000 PRINCIPAL AMOUNT COLLATERALIZED BONDS, SERIES 7 NINTH SUPPLEMENTAL INDENTURE, dated as of May 1, 1996, between ZIEGLER COLLATERALIZED SECURITIES, INC., a Wisconsin corporation (together with its successors as provided in the Indenture referred to below, the "Issuer"), and M&I FIRST NATIONAL BANK, a national banking association with its principal office located in West Bend, Wisconsin (together with its successor as provided in the Indenture referred to below, the "Trustee"), as trustee under an Indenture dated as of December 1, 1991, as amended (the "Indenture"). PRELIMINARY STATEMENT Section 10.01 of the Indenture provides, among other things, that the Issuer, when authorized by its Board of Directors, and the Trustee may at any time and fro

Ziegler Companies Inc – EIGHTH SUPPLEMENTAL INDENTURE (March 27th, 1997)

ZIEGLER COLLATERALIZED SECURITIES, INC., Issuer and M&I FIRST NATIONAL BANK, Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of September 1, 1995 to INDENTURE Dated as of December 1, 1991, as amended CREATING $7,200,000 PRINCIPAL AMOUNT COLLATERALIZED BONDS, SERIES 6 EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1995, between ZIEGLER COLLATERALIZED SECURITIES, INC., a Wisconsin corporation (together with its successors as provided in the Indenture referred to below, the "Issuer"), and M&I FIRST NATIONAL BANK, a national banking association with its principal office located in West Bend, Wisconsin (together with its successor as provided in the Indenture referred to below, the "Trustee"), as trustee under an Indenture dated as of December 1, 1991, as amended (the "Indenture"). PRELIMINARY STATEMENT Section 10.01 of the Indenture provides, among other things, that the Issuer, when authorized by its Board of Directors, and the Trustee may at