------------------------------------------------------------------------------
------------------------------------------------------------------------------
XXXX-XXXXX COMPANY
-----------------------------------
SECOND AMENDMENT
Dated as of November 15, 1996
to
NOTE AGREEMENTS
Dated as of September 15, 1987,
Re: $10,000,000 9.9% Senior Notes
Due September 30, 2002
NOTE AGREEMENTS
Dated as of September 29, 1989,
Re: $15,000,000 9.0% Senior Notes
Due September 29, 1999
NOTE AGREEMENTS
Dated as of March 22, 1991,
Re: $15,000,000 8.98% Senior Notes
Due March 22, 2006
NOTE AGREEMENTS
Dated as of March 17, 1993,
Re: $25,000,000 7.54% Senior Notes
Due March 17, 2008
and
NOTE AGREEMENTS
Dated as of March 22, 1996
Re: $30,000,000 7.13% Senior Notes
Due October 1, 2011
-----------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
-2-
SECOND AMENDMENT TO NOTE AGREEMENTS
THIS SECOND AMENDMENT dated as of November 15, 1996 (the or this "SECOND
AMENDMENT") to the following Note Agreements between the Company and the
respective purchasers listed on Schedule I thereto:
(i) Note Agreements dated as of September 15, 1987;
(ii) Note Agreements dated as of September 29, 1989;
(iii) Note Agreements dated as of March 22, 1991;
(IV) Note Agreements dated as of March 17, 1993; AND
(v) Note Agreements dated as of March 22, 1996,
(collectively, as amended pursuant to that certain First Amendment dated as
of November 15, 1996 between the Company (as defined hereinbelow) and the
Noteholders (as defined hereinbelow), (the "NOTE AGREEMENTS") is between
XXXX-XXXXX COMPANY, INC., a Delaware corporation (the "COMPANY"), and each of
the institutions which is a signatory to this Second Amendment (collectively,
the "NOTEHOLDERS").
RECITALS:
A. The Company has heretofore entered into the Note Agreements with
the respective purchasers listed on Schedule I thereto pursuant to which the
Company has heretofore respectively issued the $10,000,000 9.9% Senior Notes
due September 30, 2002, the $15,000,000 9.0% Senior Notes due September 29,
1999, the $15,000,000 8.98% Senior Notes due March 22, 2006, the $25,000,000
7.54% Senior Notes due March 17, 2008 and $30,000,000 7.13% Senior Notes due
October 1, 2011.
B. The Company and the Noteholders now desire to amend the Note
Agreements in the respects, but only in the respects, hereinafter set forth.
C. Terms used herein shall have the respective meanings ascribed
thereto in the Note Agreements 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 Second Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed
have been done or performed.
NOW, THEREFORE, the Company and the Noteholders, in consideration of
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, do hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1 Section 6.8(a)(4) (or Section 6.8(a)(iv) as the case may be)
of each of the Note Agreements is hereby amended by deleting the reference to
"December 27, 1996" set forth therein and inserting in its place the
following: "January 17, 1997".
The last section of Section 2 of the Note Agreements (either Section 2.5
or Section 2.6 thereof) is hereby amended by deleting the reference to
"December 27, 1996" set forth therein and inserting in its place the
following: "January 17, 1997"
SECTION 2. MISCELLANEOUS
2.1 This Second Amendment shall be construed in connection with
and as part of each of the Note Agreements, and except as modified and
expressly amended by this Second Amendment, all terms, conditions and
covenants contained in the Note Agreements and the Notes are hereby ratified
and shall be and remain in full force and effect.
2.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Second Amendment may refer to the Note Agreements without making specific
reference to this Second Amendment but nevertheless all such references shall
include this Second Amendment unless the context otherwise requires.
2.3 In accordance with the Note Agreements, the Company hereby
agrees to pay, concurrently with the execution and delivery of this Second
Amendment, the fees and disbursements of Xxxxxxx and Xxxxxx, special counsel
to the Noteholders.
2.4 The descriptive headings of various sections or parts of this
Second Amendment are for convenience only, and shall not affect the meaning
or construction of any of the provisions hereof.
2.5 This Second Amendment shall be governed by and construed in
accordance with Minnesota law.
2.6 The execution of this Second Amendment shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this
Second Amendment may be
-4-
executed in any number of counterparts, each executed counterpart
constituting an original, but altogether only one agreement.
2.7 The Company hereby represents and warrants that as of the date
hereof, and after giving effect to the amendments set forth herein, no
Default or Event of Default under any of the Note Agreements has occurred and
is continuing.
-5-
IN WITNESS WHEREOF, the Company and the Noteholders have caused this
instrument to be executed, all as of the day and year first above written.
XXXX-XXXXX COMPANY
By
Its
-----------------------------------
Accepted and Agreed to as of the date aforesaid, and the Undersigned hereby
confirms that on December 16, 1996 it held Notes of the Company as indicated
on Schedule I attached hereto and that on the date of actual execution hereof
it continues to hold such Notes:
IDS LIFE INSURANCE COMPANY
By
Its
-----------------------------------
IDS LIFE INSURANCE COMPANY OF NEW YORK
By
Its
-----------------------------------
NATIONWIDE LIFE INSURANCE COMPANY
By
Its
-----------------------------------
-6-
WEST COAST LIFE INSURANCE COMPANY
By
Its
-----------------------------------
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
By
Its
-----------------------------------
THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY-SEPARATE ACCOUNT F
By
Its
-----------------------------------
By
Its
-----------------------------------
AID ASSOCIATION FOR LUTHERANS
By
Its
-----------------------------------
-7-
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By
Its
-----------------------------------
By:
Its
-----------------------------------
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By
Its
-----------------------------------
INDEPENDENT LIFE AND ACCIDENT INSURANCE
COMPANY
By
Its
-----------------------------------
-8-
NORTHERN LIFE INSURANCE COMPANY
By
Its
-----------------------------------
NORTHWESTERN NATIONAL LIFE INSURANCE
COMPANY
By
Its
-----------------------------------
-9-
SCHEDULE I
IDS Life Insurance Company $5,400,000
9.9% Senior
Notes
IDS Life Insurance Company of New York $600,000
9.9% Senior
Notes
Nationwide Life Insurance Company $14,000,000
9.0% Senior
Notes
West Coast Life Insurance Company $1,000,000
9.0% Senior
Notes
The Minnesota Mutual Life Insurance Company $11,261,047
8.98% Senior
Notes
The Minnesota Mutual Life Insurance Company $405,553
8.98% Senior
Notes
Principal Mutual Life Insurance Company $13,000,000
7.54% Senior
Notes
Principal Mutual Life Insurance Company $2,000,000
7.54% Senior
Notes
Aid Association for Lutherans $10,000,000
7.54% Senior
Notes
The Variable Annuity Life Insurance Company $17,000,000
7.13% Senior
Notes
Independent Life and Accident Insurance Company $3,000,000
7.13% Senior
Notes
Northern Life Insurance Company $6,000,000
7.13% Senior
Notes
Northwestern National Life Insurance Company $4,000,000
7.13% Senior
Notes
-11-
