EXHIBIT 10.1
EXECUTION COPY
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▇▇▇▇▇ & CO., INC.
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THIRD AMENDMENT
Dated as of September 17, 2003
to
NOTE PURCHASE AGREEMENTS
Dated as of January 30, 2002
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Re: $25,000,000 6.90% Senior Notes, Series A, due January 30, 2007
$28,000,000 7.31% Senior Notes, Series B, due January 30, 2012
$22,000,000 7.85% Senior Notes, Series C, due January 30, 2012
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THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS THIRD AMENDMENT dated as of September 17, 2003 (the or this "Third
Amendment") to the Note Purchase Agreements dated as of January 30, 2002 is
between ▇▇▇▇▇ & CO., INC., a Delaware corporation (the "Company"), and each of
the institutions which is a signatory to this Third Amendment (collectively, the
"Noteholders").
RECITALS:
A. The Company and each of the Noteholders have heretofore
entered into separate and several Note Purchase Agreements each dated as of
January 30, 2002, as amended by the First Amendment to Note Purchase Agreements
dated as of July 2, 2002 and the Second Amendment to Note Purchase Agreements
dated as of March 28, 2003 (collectively, as amended, the "Note Purchase
Agreements"). The Company has heretofore issued (a) $25,000,000 aggregate
principal amount of its 6.90% Senior Notes, Series A, due January 30, 2007 (the
"Series A Notes"), (b) $28,000,000 aggregate principal amount of its 7.31%
Senior Notes, Series B, due January 30, 2012 (the "Series B Notes") and (c)
$22,000,000 aggregate principal amount of its 7.85% Senior Notes, Series C, due
January 30, 2012 (the "Series C Notes;" the Series A Notes, the Series B Notes
and the Series C Notes being hereunder collectively referred to as the "Notes")
pursuant to the Note Purchase Agreements. The Noteholders are the holders of 80%
of the outstanding principal amount of the Notes.
B. The Company and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter set
forth.
C. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Purchase Agreements, as amended by this
Third Amendment, unless herein defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all
other acts and things necessary to make this Third Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Third Amendment set forth in
SECTION 4.1 hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Noteholders do hereby agree as follows:
Section 1. AMENDMENTS.
Section 1.1 Section 1.2 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:
"Section 1.2. Change in Interest Rate. (a) From
January 1, 2003 to and until the date on which the outstanding
principal amount of the Notes has been paid, the interest rate
on the Notes shall be adjusted as follows: (i) the interest
rate on the Series A Notes shall be increased by 25 basis
points (0.25%) to 7.15% per annum, (ii) the interest rate on
the
Series B Notes shall be increased by 25 basis points
(0.25%) to 7.56% per annum and (iii) the interest rate on the
Series C Notes shall be increased by 25 basis points (0.25%)
to 8.10% per annum.
(b) (1) In addition to the adjustment in the
foregoing paragraph (a), from and after the effective date of
the Third Amendment to and until the date on which the Company
obtains from at least one Rating Agency an Investment Grade
rating in respect of the Notes, the interest rate on the Notes
shall be adjusted as follows: (i) the interest rate on the
Series A Notes shall be further increased by an additional 10
basis points (0.10%) to 7.25% per annum, (ii) the interest
rate on the Series B Notes shall be further increased by an
additional 10 basis points (0.10%) to 7.66% per annum and
(iii) the interest rate on the Series C Notes shall be further
increased by an additional 10 basis points (0.10%) to 8.20%
per annum. If after such date the Company fails to maintain
from such Rating Agency such an Investment Grade rating in
respect of the Notes the adjustments set forth in this SECTION
1.2(b) shall again apply.
(2) The Company shall notify the holders of the Notes
in writing, sent in the manner provided in SECTION 18, that it
has obtained such Investment Grade rating, which written
notice shall be accompanied by evidence satisfactory to the
holders of the Notes to such effect and certifying the
interest rate to be payable in respect of the Notes in
consequence thereof.
(c) Each holder of a Note shall use reasonable
efforts, at the Company's expense, to cooperate with any
reasonable request made by the Company in connection with any
rating appeal or application.
(d) The fees and expenses of the rating agency and
all other costs incurred in connection with obtaining or
appealing a rating of the Notes pursuant to this SECTION 1.2
shall be borne by the Company."
Section 1.2 New Sections 1.3, 1.4 and 1.5 shall be added in numerical
order to the Note Purchase Agreements and shall read as follows:
"Section 1.3. Prepayment Option. (a) Notice of
Prepayment Option. The Company will, within ten Business Days
following the issue and sale of its Convertible Indebtedness,
give written notice to each holder of Notes of such issuance.
Such notice shall contain and constitute an offer to prepay
Notes as described in subparagraph (b) of this SECTION 1.3.
(b) Offer to Prepay Notes. The offer to prepay Notes
contemplated by subparagraph (a) of this SECTION 1.3 shall be
an offer to prepay, in accordance with and subject to this
SECTION 1.3, the Notes held by each holder (in this case only,
"holder" in respect of any Note registered in the name of a
nominee for a disclosed beneficial owner shall
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mean such beneficial owner) in an aggregate principal amount
of $25,000,000 on a date to be specified in any acceptance of
such offer delivered pursuant to paragraph (c) of this SECTION
1.3. The principal amount of the Notes offered to be prepaid
shall be allocated among all of the Notes, without regard to
series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment. All prepayments
made pursuant to SECTION 1.3 shall be applied only to the
Notes of the holders who have elected to participate in such
prepayment.
(c) Acceptance/Rejection. A holder of Notes may
accept the offer to prepay made pursuant to this SECTION 1.3
by causing a notice of such acceptance to be delivered to the
Company not later than 10 Business Days following receipt of
such offer. A failure by a holder of Notes to respond to an
offer to prepay made pursuant to this SECTION 1.3 shall be
deemed to constitute a rejection of such offer by such holder.
Such acceptance shall specify the date on which the Notes held
by such holder are to be prepaid (the "Proposed Prepayment
Date").
(d) Prepayment. Prepayment of the Notes to be prepaid
pursuant to this SECTION 1.3 shall be at 100% of the principal
amount of such Notes offered to be prepaid, together with
interest on such Notes accrued to the date of prepayment, but
without Make-Whole Amount or other premium. The prepayment
shall be made on the Proposed Prepayment Date.
(e) Effect on Required Payments. The amount of each
payment of the principal of the Notes made pursuant to this
SECTION 1.3 shall be applied against and reduce each of the
then remaining principal payments due pursuant to SECTION 8.1
by a percentage equal to the aggregate principal amount of the
Notes so paid divided by the aggregate principal amount of the
Notes outstanding immediately prior to such payment.
Section 1.4. Put Option. (a) Notice of Put Option.
The Company will, within ten Business Days prior to the
commencement of the Put Option Period, give written notice to
each holder of Notes of the commencement of the Put Option
Period. Such notice shall contain and constitute an offer to
prepay Notes as described in subparagraph(b) of this SECTION
1.4.
(b) Offer to Prepay Notes. The offer to prepay Notes
contemplated by subparagraph (a) of this SECTION 1.4 shall be
an offer to prepay, in accordance with and subject to this
SECTION 1.4, all, but not less than all, the Notes held by
each holder (in this case only, "holder" in respect of any
Note registered in the name of a nominee for a disclosed
beneficial owner shall mean such beneficial owner) on a date
to be specified in any acceptance of such offer delivered
pursuant to paragraph (c) of this SECTION 1.4. All partial
prepayments made pursuant to SECTION
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1.4 shall be applied only to the Notes of the holders who have
elected to participate in such prepayment.
(c) Acceptance/Rejection. A holder of Notes may
accept the offer to prepay made pursuant to this Section 1.4
by causing a notice of such acceptance to be delivered to the
Company not later than the termination of the Put Option
Period. A failure by a holder of Notes to respond to an offer
to prepay made pursuant to this SECTION 1.4 shall be deemed to
constitute a rejection of such offer by such holder. Such
acceptance shall specify the date on which the Notes held by
such holder are to be prepaid (the "Proposed Put Payment
Date"); provided, that such date shall be not less than 30
days after the date of such acceptance.
(d) Prepayment. Prepayment of the Notes to be prepaid
pursuant to this SECTION 1.4 shall be at 100% of the principal
amount of such Notes, together with interest on such Notes
accrued to the date of prepayment, but without Make-Whole
Amount or other premium. The prepayment shall be made on the
Proposed Put Payment Date.
(e) Effect on Required Payments. The amount of each
payment of the principal of the Notes made pursuant to this
SECTION 1.4 shall be applied against and reduce each of the
then remaining principal payments due pursuant to SECTION 8.1
by a percentage equal to the aggregate principal amount of the
Notes so paid divided by the aggregate principal amount of the
Notes outstanding immediately prior to such payment.
(f) Certain Definitions. "Put Option Period" shall
mean the period commencing on the date which is six months
prior to the first predetermined date on which a holder of the
Convertible Indebtedness may cause the Company to be obligated
to redeem all, or any part of, the Convertible Indebtedness
and terminating 10 days prior to such predetermined date.
Section 1.5. Maturity; Surrender, Etc. In the case of
each prepayment of Notes pursuant to this SECTION 1, the
principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed for such prepayment,
together with interest on such principal amount accrued to
such date. From and after such date, unless the Company shall
fail to pay such principal amount when so due and payable:
together with the interest, as aforesaid, interest on such
principal amount shall cease to accrue. The principal amount
of any Note which is not to be prepaid pursuant to this
Section 1 shall (remain outstanding and shall continue to
accrue interest pursuant to the terms of this Agreement."
Section 1.3 Section 10.2 of the Note Purchase Agreements shall be and
is hereby amended in its entirety to read as follows:
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"Section 10.2. Fixed Charge Coverage Ratio. The
Company and its Restricted Subsidiaries will not permit as at
the end of each fiscal quarter the ratio of (a) Consolidated
EBITDAR for the four immediately preceding fiscal quarters
(taken as a single accounting period) to (b) Consolidated
Fixed Charges for such fiscal period to be less than the
following at each date indicated below:
September 30, 2003 1.30 to 1.00
December 31, 2003 and thereafter 1.50 to 1.00
Section 1.4 Section 10.3 of the Note Purchase Agreements shall be and
is hereby amended in its entirety to read as follows:
Section 10.3. Limitations on Indebtedness. (a) The
Company and its Restricted Subsidiaries will not at any time
permit the ratio of (i) Consolidated Indebtedness to (ii)
Consolidated Total Capitalization to be greater than 0.55 to
1.00.
(b) The Company and its Restricted Subsidiaries will
not at any time permit the ratio of (i) Consolidated
Indebtedness to (ii) Consolidated EBITDA for the four
immediately preceding fiscal quarters (taken as a single
accounting period) to be greater than 3.25 to 1.00.
(c) The Company and its Restricted Subsidiaries will
not at any time permit the ratio of (i) Senior Indebtedness to
(ii) Consolidated EBITDA for the four immediately preceding
fiscal quarters (taken as a single accounting period) to be
greater than 2.50 to 1.00."
Section 1.5 Section 10.11 of the Note Purchase Agreements shall be
amended in its entirety to read as follows:
"Section 10.11. Acquisitions. The Company will not
make any Acquisition, or enter into any binding agreement to
make any Acquisition which is not contingent on obtaining the
consent of the Required Holders, or permit any of its
Restricted Subsidiaries so to do, except:
(a) Acquisitions by the Company or any of its
Subsidiaries of Investments permitted by Section 8.10 of the
Credit Agreement, as amended, waived or replaced from time to
time; and
(b) An Acquisition of one or more Operating Entities
(including, without limitation, Acquisitions of Capital Stock
of an Operating Entity or as a result of a merger or
consolidation with an Operating Entity which is not the
Company or a Restricted Subsidiary of the Company), provided
that (i) such Operating Entity is in the same line or lines of
business as the Company and its Subsidiaries, (ii) the Company
has provided evidence satisfactory to the holders of the Notes
that after giving effect to such
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Acquisition no Default or Event of Default would exist, (iii)
such Acquisition does not involve a "hostile" transaction, and
(iv) the aggregate consideration paid by the Company and its
Subsidiaries for such Acquisition, including assumption of
Indebtedness and the transfer of property (other than the
Capital Stock of the Company) does not exceed $100,000,000."
Section 1.6 The following shall be added in numerical order as a new
Section 10.12 of the Note Purchase Agreements:
"Section 10.12. Amendment or Waivers of Certain
Documents. The Company will not enter into any oral or written
amendment, supplement, alteration, waiver or other
modification of any of the terms or provisions of the
Convertible Indebtedness if the effect or result of any such
amendment, supplement, alteration, waiver or other
modification is (a) to advance the scheduled rate of repayment
with respect to the Convertible Indebtedness, (b) to advance
the date of any required prepayment or repayment of the
Convertible Indebtedness, (c) to advance the date of any right
of the holder of the Convertible Indebtedness to cause the
Company to redeem all, or any part of, such Convertible
Indebtedness or (d) to permit the holders of the Convertible
Indebtedness to require repayment or repurchase of the
Convertible Indebtedness prior to the maturity date of the
Notes."
Section 1.7 Section 11(e) of the Note Purchase Agreements shall be and
is amended in its entirety to read as follows:
"(e)(i) the Company or any Restricted Subsidiary is in default
(as principal or as guarantor or other surety) in the payment
of any principal of or premium or make-Whole amount or
interest on any Indebtedness that is outstanding in an
aggregate principal amount of at least $15,000,000 beyond any
period of grace provided with respect thereto, or (ii) the
Company or any Restricted Subsidiary is in default in the
performance of or compliance with any term of any evidence of
any Indebtedness in an aggregate outstanding principal amount
of at least $15,000,000 or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and
as a consequence of such default or condition such
Indebtedness has become, or has been declared, due and payable
before its stated maturity or before its regularly scheduled
dates of payment, or (iii) as a consequence of the occurrence
or continuation of any event or condition (other than the
passage of time, the right of the holder of Indebtedness to
convert such Indebtedness into equity interests, or the right
of the holder of the Convertible Indebtedness to cause the
Company to redeem all, or any part of, such Convertible
Indebtedness upon a predetermined date set forth in the
instrument governing such Convertible Indebtedness), the
Company or any Restricted Subsidiary has become obligated to
purchase or repay Indebtedness before its regular maturity or
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before its regularly scheduled dates of payment in an
aggregate outstanding principal amount of at least
$15,000,000; or"
Section 1.8 The following definitions shall be added in alphabetical
order to Schedule B to the Note Purchase Agreements:
"Consolidated EBITDA" for any period, means the Consolidated
Net Income from continuing operations and before extraordinary
items (including, but not limited to: restructuring,
integration and asset impairment charges; expenses related to
acquisitions; gains or losses on asset sales; transaction
related expenses; royalty expense borne by the seller within
the trailing 12 months; provisions for doubtful accounts (net
of write-offs); and provision for deferred employee
compensation and retirement benefits) for such period, plus
the sum of, without duplication, each of the following with
respect to the Company and its Subsidiaries, to the extent
utilized in determining such Consolidated Net Income: (a)
Interest Expense, (b) provision for federal, state and local
income taxes, and (c) depreciation and amortization (other
than amortization of debt discount); provided, however, all
non-cash income, expense, gains and losses to the extent
otherwise included in such Consolidated Net Income for such
period shall be excluded from the foregoing computation."
"Convertible Indebtedness means the subordinated convertible
indebtedness of the Company issued on or about September 15,
2003 in an aggregate principal amount of not more than
$90,000,000."
"Investment Grade" means a rating of (a) "BBB-" or better by
Standard & Poor's Ratings Group, (b) "Baa3" or better by
▇▇▇▇▇'▇ Investors Service, Inc. or (c) an equivalent rating by
Fitch Ratings Service, or their respective successors.
"Third Amendment" means that certain Third Amendment dated as
of September 17, 2003 to Note Purchase Agreements among the
Company and the holders of the Notes party thereto.
"Rating Agency" shall mean Standard & Poor's Rating Group and
▇▇▇▇▇'▇ Investors Service, Inc.
Section 2. AFFIRMATION.
The Company hereby acknowledges and affirms that upon the effectiveness
of this Third Amendment the interest rate on the Notes shall be as follows: (i)
the interest rate on the Series A Notes shall be 7.25% per annum, (ii) the
interest rate on the Series B Notes shall be 7.66% per annum and (iii) the
interest rate on the Series C Notes shall be 8.20% per annum.
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Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Section 3.1 To induce the Noteholders to execute and deliver this Third
Amendment (which representations shall survive the execution and delivery of
this Third Amendment), the Company represents and warrants to the Noteholders
that:
(a) this Third Amendment has been duly authorized, executed
and delivered by it and this Third Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the Company
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Note Purchase Agreements, as amended by this Third
Amendment, constitute the legal, valid and binding obligations,
contracts and agreements of the Company enforceable against it in
accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors'
rights generally;
(c) the execution, delivery and, performance by the Company of
this Third Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body
or agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or its certificate of incorporation or
bylaws, (2) any order of any court or any rule, regulation or order of
any other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which it is a
party or by which its properties or assets are or may be bound,
including, without limitation, the Credit Agreement or (B) result in a
breach or constitute (alone or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument
referred to in clause (iii)(A)(3) of this Section 3.1(c);
(d) as of the date hereof and after giving effect to this
Third Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) all the representations and warranties contained in
Section 5 of the Note Purchase Agreements are true and correct in all
material respects with the same force and effect as if made by the
Company on and as of the date hereof except that for purposes of this
paragraph, the following words shall be deemed to have been added to
the end of the parenthetical contained in Section 5.10 of the Note
Purchase Agreements: ", the sale of a headquarters building used by
▇▇▇▇▇ of Chicago, Inc. and the sale of assets of the Company's
publishing division".
Section 4. CONDITIONS TO EFFECTIVENESS OF THIS THIRD AMENDMENT.
Section 4.1 This Third Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:
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(a) executed counterparts of this Third Amendment, duly
executed by the Company, the Subsidiary Guarantors and the holders of
at least 51% of the outstanding principal of the Notes, shall have been
delivered to the Noteholders, and the same shall be in full force and
effect and shall constitute the legal, valid and binding obligations of
all the parties thereto;
(b) the Noteholders shall have received a copy of the
resolutions of the Board of Directors or authorized committee thereof
of the Company authorizing the execution, delivery and performance by
the Company of this Third Amendment, certified by its Secretary or an
Assistant Secretary;
(c) the representations and warranties of the Company set
forth in SECTION 3 hereof are true and correct on and with respect to
the date hereof;
(d) the Noteholders shall have received the favorable opinion
of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Company and the
Subsidiary Guarantors and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel
of the Company which opinions, taken together, shall cover (1) the
matters set forth in SECTIONS 3.1(a), 3.1(b) and 3.1(c) hereof and (2)
such other matters as the Noteholders deem necessary and which opinions
shall be in form and substance satisfactory to the Noteholders;
(e) (i) the Company shall have consummated the issue and sale
of the Convertible Indebtedness and (ii) the Noteholders shall have
received a true, correct and complete copy of all certificates,
documents and opinions delivered in connection with the issuance and
sale of the Convertible Indebtedness as certified by a Responsible
Officer of the Company;
(f) (i) the Company shall have applied the proceeds of the
issue and sale of the Convertible Indebtedness to the repayment or
permanent reduction of commitments of Senior Indebtedness of the
Company in an aggregate principal amount of not less than $50,000,000
and (ii) the Noteholders shall have received evidence reasonably
satisfactory to them and their special counsel of such repayment or
permanent reduction of commitments;
(g) the holders of the Notes shall have received an amendment
fee in an amount equal to 0.125% times the aggregate outstanding
principal amount of the Notes held by such Noteholder; and
(h) the Company shall have paid the reasonable fees and
expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and
delivery of this Third Amendment.
Upon receipt of all of the foregoing, this Third Amendment shall become
effective.
Section 5. MISCELLANEOUS.
Section 5.1 This Third Amendment shall be construed in connection with
and as part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this
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Third Amendment, all terms, conditions and covenants contained in the Note
Purchase Agreements and the Notes are hereby ratified and shall be and remain in
full force and effect.
Section 5.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Third Amendment may refer to the Note Purchase Agreements without making
specific reference to this Third Amendment but nevertheless all such references
shall include this Third Amendment unless the context otherwise requires.
Section 5.3 The descriptive headings of the various Sections or parts
of this Third Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
Section 5.4 THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH NEW YORK LAW.
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Section 5.5 The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this Third
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.
▇▇▇▇▇ & CO., INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
[Noteholder Signature Pages to Follow]
Accepted and Agreed to:
AMCO INSURANCE COMPANY
NATIONWIDE INDEMNITY COMPANY
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
NATIONWIDE MUTUAL FIRE INSURANCE
COMPANY
NATIONWIDE MUTUAL INSURANCE
COMPANY
SCOTTSDALE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
Accepted and Agreed to:
CANADA LIFE INSURANCE COMPANY OF AMERICA
By: /s/ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: Vice President, Investments, CLICA
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Manager, Investments, CLICA
Accepted and Agreed to:
THE CANADA LIFE ASSURANCE COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: Vice President, Investments
U.S. Operations
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Manager, Investments
U.S. Operations
Accepted and Agreed to:
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By: ____________________________________
Name:_______________________________
Title:______________________________
Accepted and Agreed to:
GE LIFE AND ANNUITY ASSURANCE COMPANY
By:_____________________________________
Name:_______________________________
Title:______________________________
Accepted and Agreed to:
MODERN WOODMEN OF AMERICA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Manager, Fixed Income Division
Accepted and Agreed to:
PACIFIC LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. Patch
--------------------------------------
Name: ▇▇▇▇▇ ▇. Patch
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Each of the undersigned hereby confirms its continued guaranty of the
obligations of the Company under the Note Purchase Agreements, as amended
hereby, pursuant to the terms of the Subsidiary Guaranty Agreement dated as of
July 2, 2002, on this 17 day of September, 2003.
▇▇▇▇▇ BUSINESS COMMUNICATIONS, INC., ▇▇▇▇▇ ENTERPRISE SOLUTIONS, L.L.C.
a New York corporation a New York limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇ BUSINESS SOLUTIONS, INC., ▇▇▇▇▇ OF NEW YORK CITY, L.L.C.,
a Delaware corporation a New York limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇ OF ATLANTA, INC., ▇▇▇▇▇ OF PHOENIX, INC.,
a Georgia corporation an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇ OF BOSTON, INC., ▇▇▇▇▇ OF SOUTH BEND, INC.,
a Massachusetts corporation a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇ OF CLEVELAND, INC., ▇▇▇▇▇ OF CHICAGO, INC.,
an Ohio corporation a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇ OF DALLAS LIMITED PARTNERSHIP, ▇▇▇▇▇ OF LOS ANGELES, INC.,
a Delaware limited partnership a California corporation
By ▇▇▇▇▇ of Dallas Inc., a By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Delaware corporation, as general partner -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
DOCUMENT MANAGEMENT SERVICES, INC., ▇▇▇▇▇ TRANSLATION SERVICES, LLC,
a Massachusetts corporation a New York limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
BGS COMPANIES, INC., a Chicago
Corporation (also a successor by merger
with ▇▇▇▇▇ Localization, Inc., a Delaware
corporation)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
