Exhibit 10.9
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
(SERIES D)
Dated as of October 1, 2000
PPN: 428234 AF 0
To the Purchasers Named in the
Attached Supplemental
Purchaser Schedule
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated as of
March 15, 2000 between the Company and each of the Initial Purchasers named in
Schedule A thereto (as amended by the First Amendment to Note Purchase Agreement
dated as of June 15, 2000 and as supplemented by the Supplemental Note Purchase
Agreements dated as of June 15, 2000 relating to the 8.11% Senior Notes, Series
B, and dated as of June 15, 2000 relating to the 7.93% Senior Notes, Series C,
the "Agreement"). Capitalized terms used but not defined herein have the
meanings set forth in the Agreement.
As contemplated by Section 1.2 and Section 2.2 of the
Agreement, the Company agrees with you as follows:
A. Authorization of the Subsequent Notes. The Company has
-------------------------------------
authorized the issue and sale of $10,000,000 aggregate principal amount of
Subsequent Notes to be designated as its 7.65% Senior Notes, Series D, due
October 15, 2005 (the "Series D Notes"). The Series D Notes will be dated the
date of issue, will bear interest from such date at the rate of 7.65% per annum,
payable semiannually in arrears on April 15 and October 15 in each year,
commencing April 15, 2000, until the principal amount thereof shall become due
and payable and shall bear interest on overdue principal (including any overdue
optional prepayment of principal) and Make-Whole Amount, if any, and, to the
extent permitted by law, on any overdue installment of interest at the rate
specified therein after the due date-for payment, whether by acceleration or
otherwise, until paid, and shall be substantially in the form set out in Exhibit
2 to the Agreement, with appropriate insertions to reflect the terms and
provisions set forth herein.
B. Sale and Purchase of Series D Notes. Subject to the terms
-----------------------------------
and conditions of the Agreement and herein set forth, the Company will issue and
sell to the Supplemental Purchasers, and the Supplemental Purchasers will
purchase from the Company, Series D Notes in the principal amount specified
opposite their names in the Supplemental Purchaser Schedule attached as Schedule
A hereto at the purchase price of 100% of the principal amount thereof. The sale
and purchase of the Series D Notes shall
occur at the offices of ▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇, Quaker Tower, Suite 3400, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., Chicago time, at a
closing (the "Series D Closing") on October 16, 2000 or on such other Business
Day thereafter as may be agreed upon by the Company and the Supplemental
Purchasers. At the Closing the Company will deliver to each Supplemental
Purchaser the Series D Notes to be purchased by it in the form of a single Note
(or such greater number of Series D Notes in denominations of at least $500,000
as such Supplemental Purchaser may request) dated the date of the Series D
Closing and registered in its name (or in the name of its nominee), against
delivery by such Supplemental Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company (as
specified in a notice to the Supplemental Purchasers at least three Business
Days prior to the date of the Series D Closing).
C. Conditions of Series D Closing. The obligation of each
------------------------------
Supplemental Purchaser to purchase and pay for the Series D Notes to be
purchased by it at the Series D Closing is subject to the satisfaction, prior to
or at the Series D Closing, of the conditions set forth in Section 4 of the
Agreement.
D. Prepayments. The Series D Notes are subject to prepayment
-----------
only pursuant to the required prepayments, if any, specified below and to the
optional prepayments permitted by Section 8.2 of the Agreement.
No regularly scheduled prepayments are due
on the Notes prior to their stated maturity.
E. Series D Notes Issued Under and Pursuant to Agreement.
-----------------------------------------------------
Except as specifically provided above, the Series D Notes shall be deemed to be
issued under and subject to, and to have the benefit of, all of the terms and
conditions of the Agreement as the same may from time to time be amended and
supplemented in the manner provided therein.
F. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to the Supplemental Purchasers that each of the
representations and warranties contained in Section 5 of the Agreement is true
and correct as of the date hereof (i) except that all references to "Purchaser"
and "you" therein shall be deemed to refer to the Supplemental Purchasers
hereunder, all references to "this Agreement" shall be deemed to refer to the
Agreement as supplemented by this Supplement, all references to "Notes" therein
shall be deemed to include the Series D Notes, and (ii) except for changes to
such representations and warranties, or the Schedules referred to therein, that
are set forth in the attached Schedule 5.
G. Representations of the Supplemental Purchasers. Each
----------------------------------------------
Supplemental Purchaser confirms to the Company that the representations set
forth in Section 6 of the Agreement are true and correct as to such Supplemental
Purchaser.
-2-
The execution by the Supplemental Purchasers shall constitute
a contract between the Company and each Supplemental Purchaser for the uses and
purposes set forth above. By its acceptance hereof, each Supplemental Purchaser
shall also be deemed to have accepted and agreed to the terms and provisions of
the Agreement as in effect on the date hereof.
▇▇▇▇▇▇ ASSOCIATES LLC
By: /s/ C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III
------------------------------------------
Name:
------------------------------------------
Title: Principal, Authorized Representative &
--------------------------------------
Assistant Secretary
-------------------
S-1
The foregoing is agreed to
as of the date thereof.
THE CANADA LIFE ASSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate Treasurer
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name:
------------------------------------------
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name:
------------------------------------------
Authorized Signatory
S-2
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
THE CANADA LIFE ASSURANCE COMPANY $4,750,000
Register Note(s) in the name of: J. Romeo & Co
(1) For physical delivery of Note:
Chase Manhattan Corporation
4 New York Plaza, 11/th/ Floor
Receive Window
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
For The Canada Life Assurance Company
Trust Account Number: G5278
(2) Cash Wire Instructions:
CHASE MANHATTAN BANK
ABA ▇▇▇-▇▇▇-▇▇▇
a/c #▇▇▇-▇-▇▇▇▇▇▇
Trust Account No. G5278
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates 7.65% Senior Notes, Series
D, due October 15, 2010, principal and interest payment
(3) Payment Instructions (by mail):
J. Romeo & Co.
c/o CHASE MANHATTAN BANK
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Funds Clearance/ A/C #G 52708
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates
7.65% Senior Notes, Series D, due
October 15, 2010, principal and
interest payment
Schedule A
(4) For Call or Maturity Payment:
CHASE MANHATTAN BANK
ABA ▇▇▇-▇▇▇-▇▇▇
a/c #▇▇▇-▇-▇▇▇▇▇▇
Trust Account No. G5278
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates 7.65%
Senior Notes, Series D, due October 15, 2010, call
or maturity date
(5) Send notices of payments and written
confirmations of wire transfers to:
CHASE MANHATTAN BANK
North American Insurance
2 Chase Metro Tech Centre- ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Doll Baldabar
Copy to
The Canada Life Assurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ SP 12
Securities Accounting
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(6) Send financial statements & correspondence to:
The Canada Life Assurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, US Investments Division
Tax ID #▇▇-▇▇▇▇▇▇▇
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
THE CANADA LIFE ASSURANCE COMPANY $250,000
Register Note(s) in the name of: J. Romeo & Co
(1) For physical delivery of Note:
Chase Manhattan Corporation
4 New York Plaza, 11/th/ Floor
Receive Window
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
For The Canada Life Assurance Company
Trust Account Number: G52724
(2) Cash Wire Instructions:
CHASE MANHATTAN BANK
ABA ▇▇▇-▇▇▇-▇▇▇
a/c #▇▇▇-▇-▇▇▇▇▇▇
Trust Account No. G5224
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates 7.65% Senior Notes, Series
D, due October 15, 2010, principal and interest payment
(3) Payment Instructions (by mail):
J. Romeo & Co. c/o
CHASE MANHATTAN BANK
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Funds Clearance/ A/C #G 52724
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates
7.65% Senior Notes, Series D, due
October 15, 2010, principal and
interest payment
Schedule A
(4) For Call or Maturity Payment:
CHASE MANHATTAN BANK
ABA ▇▇▇-▇▇▇-▇▇▇
a/c #▇▇▇-▇-▇▇▇▇▇▇
Trust Account No. G5278
Reference PPN: ▇▇▇▇▇# ▇▇ ▇, ▇▇▇▇▇▇ Associates 7.65%
Senior Notes, Series D, due October 15, 2010, call
or maturity date
(5) Send notices of payments and written
confirmations of wire transfers to:
CHASE MANHATTAN BANK
North American Insurance
2 Chase Metro Tech Centre- ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Doll Baldabar
Copy to
The Canada Life Assurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ SP 12
Securities Accounting
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(6) Send financial statements & correspondence to:
The Canada Life Assurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, US Investments Division
Tax ID #▇▇-▇▇▇▇▇▇▇
Schedule A
SCHEDULE A
SUPPLEMENTAL PURCHASER SCHEDULE
INFORMATION RELATING TO PURCHASER
Principal Amount of
Name of Purchaser Notes to be Purchased
ALLSTATE LIFE INSURANCE COMPANY $5,000,000
Register Note(s) in the name of: Allstate Life Insurance
Company
(1) All payments by Fedwire transfer of immediately
available funds, identifying the name of the
Issuer, the Private Placement Number preceded
by "DPP" and the payment as principal, interest
or premium, in the format as follows::
BBK = ▇▇▇▇▇▇ Trust and Savings Bank
ABA #▇▇▇▇▇▇▇▇▇
BNF = Allstate Life Insurance Company
Collection Account #▇▇▇-▇▇▇-▇
ORG = ▇▇▇▇▇▇ Associates LLC
OBI = DPP - (enter private placement number)
Payment due date (MM/DD/YY) - P_______ (enter
"P" and amount of principal being remitted, for
example P5000000.00) _ I __________ ( enter "I" and
amount of interest being remitted, for example,
I225000.00)
(2) All notices of scheduled payments and written
confirmations of such wire transfer to be sent to:
Allstate Life Insurance Company
Investment Operations-Private Placements
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy (▇▇▇) ▇▇▇-▇▇▇▇
(3) Securities to be delivered to
Citibank, Federal Reserve Bank
Schedule A
U.S. Custody & Employee Benefit Trust
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇
For Allstate Life Insurance Company/Safekeeping
account
Schedule A
(4) All financial reports, compliance, certificates and all other written
communications, including notice of prepayments, to be sent to:
Allstate Life Insurance Company
Private Placements Department
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
TAX ID #▇▇-▇▇▇▇▇▇▇
4
Schedule A
SCHEDULE 5
CHANGES TO
REPRESENTATIONS AND WARRANTIES
See Attached
-5-
Schedule C
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
▇▇▇▇▇▇ ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE C
Existing Investments
Investments in Subsidiaries and Affiliates set forth in Schedule 5.4 and set
forth below:
As of June 30, 2000
Entity Country Amount
(all in U.S. $)
▇▇▇▇▇▇ Associates Pty. Limited Australia $ 624,367
▇▇▇▇▇▇ Associates SARL and ▇▇▇▇▇▇ Associates LLC France 6,746,606
▇▇▇▇▇▇ Associates GmbH Germany 1,434,903
▇▇▇▇▇▇ Associates Srl Italy 1,578,501
▇▇▇▇▇▇ Associates Kabushiki Gaisya Japan 486,114
▇▇▇▇▇▇ Associates Limited New Zealand 456,065
▇▇▇▇▇▇ Associates Pte. Ltd. Singapore 2,253,692
▇▇▇▇▇▇ Associates, S.A. Spain 5,009,624
▇▇▇▇▇▇ Associates Limited United Kingdom 21,054,871
Annod Corp. United States 0
▇▇▇▇▇▇ Services LLC United States 0
▇▇▇▇▇▇ Associates Canada 61,493,899
▇▇▇▇▇▇ Associates de Mexico S. de ▇.▇. de C.V. and
Intergamma de Mexico S.C. and ▇▇▇▇▇▇
Associates S.C. Mexico 754,230
Heijnis & Koelman, B.V. and ▇▇▇▇▇▇ & Koelman
International, B.V. Netherlands 531,506
▇▇▇▇▇▇ Associates, S.A. Belgium 534,007
PRASA ▇▇▇▇▇▇ International A.G. Switzerland 1,017,707
▇▇▇▇▇▇ Associates (Thailand) Limited Thailand 529,474
▇▇▇▇▇▇ Strat Asia, Inc. Philippines 106,667
▇▇▇▇▇▇ Associates Caribe, Inc. Puerto Rico 195,845
PT ▇▇▇▇▇▇ Konsultan Indonesia Indonesia 1,071,230
▇▇▇▇▇▇ Associates (India) Pvt. Ltd.,
formerly known as Noble & ▇▇▇▇▇▇
(India) Pvt. Ltd. India 2,121,048
▇▇▇▇▇▇ Associates LLC Tucursal en Protugal Portugal 136,736
-6-
Schedule C
▇▇▇▇▇▇ Associates Sp. z o.o. Poland 550,142
▇▇▇▇▇▇ Associates S.C. Limitada Brazil 0
▇▇▇▇▇▇ Associates (Chile) Limitada Chile 457,502
▇▇▇▇▇▇ Associates, S.A. Argentina 356,388
▇▇▇▇▇▇ Associates LLC, ▇▇▇▇▇▇ Associates Consulting
(Shanghai) Co. and Ltd. Beijing Branch and
▇▇▇▇▇▇ Associates Consulting (Shanghai)
Co. Ltd. China 3,185,050
▇▇▇▇▇▇ Associates GmbH Austria 202,560
▇▇▇▇▇▇ Associates Venezuela ▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 352,836
▇▇▇▇▇▇ Associates SDN. BHD. Malaysia 362,882
▇▇▇▇▇▇/Loneanalyser A.B. Sweden 24,638
Miscellaneous investments, loans and advances 1,774,609
Total U.S.$115,403,699
================
-7-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
▇▇▇▇▇▇ ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.4
(i) List of Subsidiaries of Company (exclusive of Subsidiaries which
individually and in the aggregate are not Material)
a) Foreign subsidiaries
Country City Name Structure
Australia** ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates Pty. Ltd. Wholly-owned subsidiary of ▇▇▇▇▇▇
Melbourne Associates LLC*
Belgium** Brussels ▇▇▇▇▇▇ Associates, S.A. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Canada** Toronto 3412822 Canada Inc. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC (inactive)
Canada** Toronto 3409635 Canada Inc. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC
Canada** Toronto 3038402 Nova Scotia Company Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC. Continuing from the
amalgamation of 3025288 Nova Scotia
Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc. and
976344 Ontario Limited as part of
the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc.
acquisition.
Chile** ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates (Chile) Limitada 99% ▇▇▇▇▇▇ Associates LLC
1 % ▇▇▇▇▇▇ Holdings LLC
China** Shanghai ▇▇▇▇▇▇ Associates Wholly-owned subsidiary of ▇▇▇▇▇▇
Beijing Consulting(Shanghai) Co. Ltd. Associates LLC*
Schedule 5.4
-8-
Country City Name Structure
Hong Kong ▇▇▇▇▇▇ Associates LLC Branch Office
France** ▇▇▇▇▇ ▇▇▇▇▇▇ Associates Srl Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Germany** Wiesbaden ▇▇▇▇▇▇ Associates GmbH 96.5% held by ▇▇▇▇▇▇ Associates LLC
and 3.5% held by ▇▇▇▇▇▇ Holdings LLC
India** Bangalore ▇▇▇▇▇▇ Associates (India) Pvt. Ltd. Wholly-owned subsidiary of ▇▇▇▇▇▇
Mumbia Associates LLC (formerly known as
New Delhi Noble & ▇▇▇▇▇▇ (I) Pvt. Ltd.)
Indonesia** Jakarta PT ▇▇▇▇▇▇ Konsultan Indonesia Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Italy** ▇▇▇▇▇ ▇▇▇▇▇▇ Associates SARL Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Japan** Tokyo ▇▇▇▇▇▇ Associates Kabushiki Gaisya Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Malaysia** Kuala ▇▇▇▇▇▇ Associates SDN. BHD Wholly-owned subsidiary of ▇▇▇▇▇▇
Lumpur Associates LLC
Mexico** Mexico City ▇▇▇▇▇▇ Associates de Mexico Wholly-owned subsidiary of ▇▇▇▇▇▇
S. de ▇.▇. de C.V. Associates LLC
▇▇▇▇▇▇ Associates S.C. Partnership owned 99% by ▇▇▇▇▇▇
Mexicana S. de ▇.▇. de C.V. and 1%
by Empressas ▇▇▇▇▇▇ S. de ▇.▇. de
▇.▇.
▇▇▇▇▇▇ Mexicana S. de ▇.▇. Wholly-owned subsidiary of ▇▇▇▇▇▇
de C.V. Associates LLC (holding company)*
Empresas ▇▇▇▇▇▇ S. de ▇. ▇. Wholly-owned subsidiary of ▇▇▇▇▇▇
de C.V. Associates LLC* (created to hold
interest in ▇▇▇▇▇▇ Associates S.C.
not held by ▇▇▇▇▇▇ Mexicana S. de
▇.▇. de C.V.)
New Zealand** Wellington ▇▇▇▇▇▇ Associates Limited Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
-9-
Country City Name Structure
Poland** Warsaw ▇▇▇▇▇▇ Associates Sp. z o.o. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Portugal Lisbon ▇▇▇▇▇▇ Associates, LLC Wholly-owned subsidiary of ▇▇▇▇▇▇
Sucursal en Protugal Associates LLC*
Singapore** Singapore ▇▇▇▇▇▇ Associates Pte. Ltd. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
South Korea** ▇▇▇▇▇▇ Associates Korea Wholly-owned subsidiary of ▇▇▇▇▇▇
▇▇▇▇▇ Hoesa Associates LLC*
Spain** Madrid ▇▇▇▇▇▇ Associates, S.A. Wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC*
Thailand** Bangkok ▇▇▇▇▇▇ Associates Wholly-owned subsidiary of ▇▇▇▇▇▇
(Thailand) Limited Associates LLC*
United St. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates Limited Wholly-owned subsidiary of ▇▇▇▇▇▇
Kingdom** Associates LLC*
* "Wholly-owned" means that at least 99% of the ownership interest in these
subsidiaries is held by ▇▇▇▇▇▇ Associates LLC and affiliates.
**Designates a Restricted Subsidiary.
b) Other
Annod Corp.**, a Delaware corporation (wholly-owned subsidiary of ▇▇▇▇▇▇
Associates LLC)
▇▇▇▇▇▇ Distributions LLC**, an Illinois limited liability company (99% held
by ▇▇▇▇▇▇ Associates LLC and 1 % held by Annod Corporation, a Delaware
Corporation)
▇▇▇▇▇▇ Insurance Brokerage LLC**, an Illinois limited liability company
(99% held by ▇▇▇▇▇▇ Associates LLC and 1% held by ▇▇▇▇▇▇ Holdings LLC)
-10-
(ii) List of Affiliates of Company
a) Foreign affiliates
Country City Name Structure
Argentina Buenos Aires ▇▇▇▇▇▇ Associates, S.A. 40% held by ▇▇▇▇▇▇ Associates LLC
and 60% by ▇▇▇▇▇▇▇ Fastman
Austria Vienna ▇▇▇▇▇▇ Associates GmbH 70% held by ▇▇▇▇▇▇ Associates LLC
and 30% owned by ▇▇▇▇ ▇▇▇▇▇▇▇
Brazil Sao ▇▇▇▇▇ ▇▇▇▇▇▇ Associates S.C. 40% held by ▇▇▇▇▇▇ Associates LLC,
Limitada 59% held by shareholders of
▇▇▇▇▇▇▇-▇▇▇▇▇ S.C. Ltda and 1 % held
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇
Canada Toronto ▇▇▇▇▇▇ Associates Ontario general partnership
Calgary comprised of ▇▇▇▇▇▇ Associates LLC
Vancouver and professional services
corporations owned by ▇▇▇▇▇▇ Holding
LLC's Canada-based Owners
▇▇▇▇▇▇ Management Ontario limited partnership of which
Services L.P. 3409635 Canada, Inc. is the general
partner and the family trusts of
each non-Vancouver Canadian owner is
a limited partner. Provides
management services to ▇▇▇▇▇▇
Associates. (In process of being
wound down).
▇▇▇▇▇▇ Management Ltd. Owned by the family trusts of each
(formerly known as The Coles Vancouver, Canadian owner. Provides
Group Consultants Ltd.) management services to ▇▇▇▇▇▇
Associates operations in Vancouver.
Czech Prague ▇▇▇▇▇▇ Associates GmbH, Satellite office of Austrian company
Republic organizacni slozka
Dominican ▇▇▇▇▇ ▇▇▇▇▇▇ Associates Latin Wholly-owned by ▇▇▇▇▇▇
-11-
Country City Name Structure
Republic ▇▇▇▇▇▇▇ America, Inc. Associates Caribe, Inc.
Ireland Dublin ▇▇▇▇▇▇ Associates Limited Branch Office of ▇▇▇▇▇▇ Associates
Limited (United Kingdom)
Hungary Budapest see Austria Satellite office of Austrian Company
Mexico Mexico City Intergamma S. C. 25% held by ▇▇▇▇▇▇ Associates LLC
and 75% held by 12 partners of
Intergamma
Netherlands Amsterdam ▇▇▇▇▇▇ & Koelman 50/50 joint venture between ▇▇▇▇▇▇
Eindhoven International, BV. (HKI) Associates LLC and Heijnis & Koelman
Rotterdam BV. The Dutch partner holds one
Utrecht preference share.
Netherlands Amsterdam Heijnis & Koelman B.V. 30% held by ▇▇▇▇▇▇ Associates LLC
and 70% held by individual owners
Philippines Manila ▇▇▇▇▇▇ Strat Asia Inc. 40% held by ▇▇▇▇▇▇ Associates LLC
and 60% held by Strat Asia, Inc.
Puerto Rico San ▇▇▇▇ ▇▇▇▇▇▇ Associates Caribe, Inc. 40% held by ▇▇▇▇▇▇ Associates LLC,
55% held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and 5%
held by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Slovenia Ljubljana see Austria Satellite office of Austrian Company
Sweden Stockholm ▇▇▇▇▇▇/Loneanalyser A.B. 49% ▇▇▇▇▇▇ Associates LLC (490
shares) 51% Loneanalyser A.B.
(510 shares) Agreement signed
May 1, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Neuchatel PRASA ▇▇▇▇▇▇ Registered name PRASA ▇▇▇▇▇▇ ▇.▇.
Geneva International A.G. (PHI) ▇▇▇▇▇▇ Associates LLC in process of
Zurich bringing 55.5% interest held by
PRASA. 363 shares
-12-
Country City Name Structure
transferred on 1/1/ of
each year through 2009.
Venezuela Caracas ▇▇▇▇▇▇ Associates Branch office of ▇▇▇▇▇▇
Associates Caribe, Inc.
b) Other affiliates
The Bayview Trust, an Illinois trust (100% of the beneficial interest held
by ▇▇▇▇▇▇ Holdings LLC);
Overlook Associates, an Illinois partnership (51% held by ▇▇▇▇▇▇ Holdings
LLC and 49% held by Tower Parkway Associates);
▇▇▇▇▇▇ Holdings LLC, an Illinois limited liability company (holder of 100%
of interest in ▇▇▇▇▇▇ Associates LLC, among other holdings;
▇▇▇▇▇▇ Financial Services LLC, an Illinois limited liability company (100%
held by ▇▇▇▇▇▇ Holdings LLC) (formerly known as ▇▇▇▇▇▇ Servces LLC);
▇▇▇▇▇▇ Properties I LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC);
▇▇▇▇▇▇ Properties II LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC).
▇▇▇▇▇▇ Properties III LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC);
▇▇▇▇▇▇ Properties IV LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC);
▇▇▇▇▇▇ Properties V LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC);
▇▇▇▇▇▇ Properties VI LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC);
▇▇▇▇▇▇ Properties VII LLC, an Illinois limited liability company (100% held
by ▇▇▇▇▇▇ Holdings LLC); and
Sageo LLC, a Delaware limited liability company (100% held by ▇▇▇▇▇▇
Holdings LLC).
-13-
(iii) List of Managers/Senior Officers of Company
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chairman of Executive Committee of ▇▇▇▇▇▇ Holdings
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Executive/Manager
▇▇▇▇ ▇. ▇▇▇▇ Chief Administrative Officer/Manager/Assistant Secretary
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chief Financial Officer
▇▇▇▇▇ ▇▇▇▇▇ Practice Leader for the Total Benefit Administration Services
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Secretary
C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III General Counsel/Assistant Secretary/Manager
▇▇▇▇▇ ▇. ▇▇▇▇ Assistant Secretary
▇▇▇▇ ▇. ▇▇▇▇▇▇ Director of Insurance
-14-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
▇▇▇▇▇▇ ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.5
Financial Statements
Audited consolidated balance sheets of ▇▇▇▇▇▇ Associates, an Illinois limited
liability company, and subsidiaries as of September 30, 1994 and 1993, and the
related consolidated statements of income and cash flows for the years then
ended.
Audited consolidated balance sheets of ▇▇▇▇▇▇ Associates LLC, an Illinois
limited liability company, and subsidiaries as of September 30, 1999, 1998,
1997, 1996 and 1995, and the related consolidated statements of income and cash
flows for the years then ended.
▇▇▇▇▇▇ Associates LLC (Unaudited) Consolidated Balance Sheet, Statement of
Operations, and Statement of Cash Flow for the periods ending December 31, 1999
and 1998, and March 31, 2000 and 1999, and June 30, 2000 and 1999.
Schedule 5.5
-15-
SUPPLEMENTAL NOTE PURCHASE AGREEMENT
▇▇▇▇▇▇ ASSOCIATES LLC
$10,000,000
7.65% Senior Notes, Series D
due October 15, 2005
SCHEDULE 5.15
Existing Indebtedness
See Attached
Schedule 5.15
-▇▇-
▇▇▇▇▇▇ ASSOCIATES LLC Schedule 5.15
SCHEDULE OF LOANS
UNAUDITED
ORIGINAL BALANCE
LOAN BALANCE AS OF
LENDOR DATE TYPE AVAILABLE 06/30/00
-------------------------------------------------------------------------------------------------------------------------------
LOANS:
------
BANK OF AMERICA (SEE ATTACHED) 9/30/1992 MULTI-CUR 10,000,000 7,471,495
REVOLVER LOANS (VARIOUS MATURITIES) 5/28/1996 REVOLVER 70,000,000 57,000,000
---------------
TOTAL REVOLVING CREDIT LOANS 64,471,495
---------------
▇▇▇▇▇▇ BANK/BANK OF AMERICA /NATIONS BANK 5/28/1996 TERM 30,000,000 15,000,000
---------------
TOTAL UNSECURED BANK TERM LOANS 15,000,000
---------------
SENIOR NOTES 5/30/1996 TERM 50,000,000 50,000,000
SENIOR NOTES 3/30/2000 TERM 15,000,000 15,000,000
SENIOR NOTES 3/30/2000 TERM 35,000,000 35,000,000
---------------
CAPITAL LEASES:
---------------
IBM 16 2/1/1998 CAP LEASE 4,216,625 621,530
IBM 17 2/1/1998 CAP LEASE 560,438 82,608
IBM 18 2/1/1998 CAP LEASE 427,000 62,940
IBM 20 9/1/1999 CAP LEASE 2,279,113 342,080
IBM 21 10/1/1998 CAP LEASE 6,615,000 2,808,808
IBM 22 1/15/1999 CAP LEASE 5,166,000 2,590,242
IBM 23 1/27/1999 CAP LEASE 4,275,000 2,548,285
IBM 24 6/4/1999 CAP LEASE 2,519,300 1,629,283
IBM 25 9/29/1999 CAP LEASE 1,387,750 882,883
IBM 26 10/15/1999 CAP LEASE 2,828,875 1,821,091
IBM 27 10/15/1999 CAP LEASE 1,441,125 498,645
IBM 28 10/25/1999 CAP LEASE 2,049,600 1,748,333
IBM 29 1/10/2000 CAP LEASE 889,233 648,032
IBM 30 1/12/2000 CAP LEASE 850,907 649,038
Siemens Rolm 1 9/30/1997 CAP LEASE 1,034,596 283,761
Siemens Rolm lA 9/30/1997 CAP LEASE 759,734 208,280
Siemens Rolm 2 9/30/1997 CAP LEASE 180,501 52,904
Siemens Rolm 3 9/30/1997 CAP LEASE 1,095,828 299,943
Siemens Rolm 4 2/1/1998 CAP LEASE 1,788,501 759,762
Siemens Rolm 5 6/1/1998 CAP LEASE 1,066,067 541,673
Siemens Rolm 6 6/1/1998 CAP LEASE 1,438,024 701,407
Siemens Rolm 7 7/1/1998 CAP LEASE 1,005,632 532,510
Siemens Rolm 8 7/1/1998 CAP LEASE 880,400 466,196
Siemens Rolm 9 7/1/1998 CAP LEASE 941,061 498,317
Siemens Rolm 10 11/30/1998 CAP LEASE 643,177 367,719
Siemens Rolm 11 8/17/1999 CAP LEASE 839,621 646,548
Siemens Rolm 12 8/17/1999 CAP LEASE 416,032 320,354
Siemens Rolm 13 9/13/1999 CAP LEASE 675,980 533,551
Siemens Rolm 14 9/13/1999 CAP LEASE 807A63 637,337
Siemens Rolm 15 9/13/1999 CAP LEASE 1,210,227 955,230
Siemens Rolm 16 9/13/1999 CAP LEASE 1,269,608 1,026,385
Siemens Rolm 17 9/29/1999 CAP LEASE 1,223,783 989,365
Siemens Rolm 18 9/29/1999 CAP LEASE 1,837,733 1,485,562
Siemens Rolm 19 9/29/1999 CAP LEASE 1,721,941 1,392,006
Siemens Rolm 20 1/3/2000 CAP LEASE 42,852 37,885
Siemens Rolm 21 1/3/2000 CAP LEASE 64,429 56,962
Siemens Rolm 22 3/31/2000 CAP LEASE 1,247,844 1,128,079
Siemens Rolm 23 3/31/2000 CAP LEASE 1,296,451 1,172,022
Siemens Rolm 24 3/31/2000 CAP LEASE 1,770,006 1,600,126
---------------
TOTAL CAPITAL LEASES 33,627,682
---------------
---------------
TOTAL LOANS AND CAPITAL LEASES 213,099,177
===============
-17-
Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15
As of 30-Jun-00
Local Currency Interim
Borrower/Office Local Currency Amount Borrow Date Due Date Int. Date Interest Rate Exchange Rate US Dollar Equivalent
------------------------------------------------------------------------------------------------------------------------------------
United Kingdom GBP 500,000 6/12/2000 12/11/2000 9/11/2000 7.13000% 1.5115 755,750
United Kingdom GBP 200,000 4/3/2000 10/2/2000 7/3/2000 7.22000% 1.5950 319,000
United Kingdom GBP 350,000 4/10/2000 10/612000 7/10/2000 7.25000% 1.6100 563,500
United Kingdom GBP 200,000 5/15/2000 11/13/2000 8/14/2000 7.24000% 1.5035 300,700
United Kingdom GBP 270,000 5/22/2000 11/20/2000 8/21/2000 7.18000% 1.4815 400,005
United Kingdom GBP 300,000 2/7/2000 8/7/2000 5/8/2000 7.14000% 1.6010 480,300
United Kingdom GBP 950,000 2/18/2000 8/16/2000 5/18/2000 7.20000% 1.6100 1,529,500
France FF 1,000,000 5/30/2000 11/27/2000 8/28/2000 5.14750% 0.1396 139,552
France FF 2,000,000 6/5/2000 12/4/2000 9/5/2000 5.42130% 0.1423 284,560
Singapore S$ 1,050,000 6/5/2000 12/4/2000 9/5/2000 3.56000% 0.5776 606,481
Hong Kong HK$ 1,000,000 6/12/2000 12/11/2000 9/11/2000 7.81000% 0.1283 128,320
Japan JPY 30,000,000 3/17/2000 9/13/2000 6/15/2000 0.93000% 0.0095 284,738
Japan JPY 30,000,000 4/24/2000 10/23/2000 7/24/2000 0.91000% 0.0095 283,688
Japan JPY 20,000,000 5/31/2000 11/27/2000 8/29/2000 0.89130% 0.0093 186,133
Japan JPY 70,000,000 6/5/2000 11/27/2000 8/29/2000 0.89250% 0.0092 644,864
Japan JPY 20,000,000 6/19/2000 12/18/2000 9/18/2000 0.96000% 0.0094 188,466
Japan JPY 20,000,000 6/26/2000 12/29/2000 9/25/2000 0.95000% 0.0096 191,939
Japan JPY 20,000,000 2/18/2000 8/16/2000 5/18/2000 0.92000% 0.0092 184,000
------------------
Total 7,471,495
-18-
