Exhibit 10.33
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as
of July 1, 1996 by National Golf Operating Partnership, L.P., a Delaware limited
partnership (the "Partnership"), and each of the Purchasers listed on the
signature pages hereto. Capitalized terms used herein without definition shall
have the meanings assigned to those terms in the Note Agreement (as hereinafter
defined).
WITNESSTH
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇, individually and as Trustee of the Price
Revocable Trust Amendment in Entirety dated February 9, 1987 (the "Trust") and
each of the Purchasers have entered into certain Note Purchase Agreements, dated
as of June 28, 1996 (the "Note Purchase Agreements"), pursuant to which the
Trust issued $13,794,200 aggregate principal amount of its 7.9% Senior
Promissory Notes due June 15, 2006 (the "Notes") to the Purchasers; and
WHEREAS, the Trust has used the proceeds of the Notes to repay the amounts
owed to the Partnership pursuant to certain Senior Secured Participating
Promissory Notes secured by properties known as Ancala Country Club and Black
Lake Golf Course, dated as of August 18, 1993; and
WHEREAS, pursuant to certain option agreements, the Trust will transfer
certain golf courses to the Partnership and the Partnership will by this
Agreement concurrently assume the obligations of the Trust under the Notes, and
National Golf Properties, Inc., a Maryland corporation (the "Guarantor") will
guaranty the repayment of such Notes; and
WHEREAS, on account of the transactions described in the preceding
clauses, the Partnership has been directly and substantially benefited, and in
assuming the Trust's obligations with respect to the Notes, does not intend to
assume such obligations as an accommodation to the Trust or otherwise as a
surety, but intends to become primarily liable with respect thereto with the
same effect as though the Partnership had issued the Notes;
NOW THEREFORE, in consideration of the foregoing and to induce the
Purchasers to consent to the assumption of the Notes by the Partnership, the
Partnership agrees, for the benefit of the Purchasers, as follows:
AGREEMENT
SECTION 1 Assumption of Obligations. (a) The Partnership hereby
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irrevocably and unconditionally assumes and agrees and hereby promises to pay,
perform and discharge, as its direct and primary obligation, all of the
liabilities, covenants, duties and indebtedness of the Trust to each of the
respective Purchasers evidenced by the Notes with the same effect as if the
Notes had been executed by the Partnership and delivered to the respective
Purchasers .
(b) Without limitation, the Partnership hereby promises to pay principal
of, and interest on, the Notes, as and when due, in lawful money of the United
States of America. No demand upon, resort to or other action against the Trust
shall be required before payment in full of principal of and interest on the
Notes is required hereunder.
The liability of the Partnership under the Notes arising hereunder is
independent of and not in consideration of or contingent upon the liability of
the Trust upon the Notes, and a separate action or actions in respect of the
Notes may be brought and prosecuted against the Partnership, whether or not any
action in respect of the Notes is brought or prosecuted against the Trust and
whether or not the Trust is joined in any such action or actions. The liability
of the Partnership in respect of the Notes shall be absolute and unconditional,
without regard to the legality, validity or enforceability of the Notes or the
Note Purchase Agreement as against the Trust, any defense, setoff or
counterclaim that may at any time be available to the Trust; or any other
circumstance whatsoever (with or without notice to or knowledge of the
Partnership), whether or not similar to any of the foregoing, that constitutes,
or might be construed to constitute, an equitable or legal discharge or
exoneration of the Partnership in respect of its obligations with respect to the
Notes arising hereunder.
The Partnership authorizes the holders from time to time of the Notes, or
any of them, without notice to or further assent by the Partnership and without
affecting the Partnership's liability in respect of the Notes arising hereunder
(regardless of whether any subrogation, reimbursement, contribution or other
similar right that the Partnership may have, or any other right or remedy of the
Partnership, against the Trust or otherwise, is extinguished or impaired), from
time to time to: terminate, release, compromise, subordinate, extend, accelerate
or otherwise change the time, manner or place of payment of the Notes or
otherwise amend the terms and conditions of the Notes or the Note Purchase
Agreements, or any provision thereof; take and hold collateral from the Trust or
any other person, perfect or fail to perfect a lien on such collateral, or
exchange, enforce, subordinate, release (intentionally or unintentionally), or
take or fail to take any other action in respect of, any such collateral or lien
or any part thereof; exercise in such manner and order as it elects in its sole
discretion, fail to exercise, waive, suspend, terminate or suffer expiration of,
any of the remedies or rights of the holders of the Notes, or any of them,
against the Trust or any other obligor in respect of the Notes; release, add or
settle with the Trust in respect of the Notes; accept partial payment on the
Notes and apply any and all payment or recoveries from the Trust or any
collateral for the Notes to such obligations of the Partnership under the Notes
as the holder may elect in its sole discretion; and otherwise deal with the
Trust, any other obligor in respect of the Notes and any collateral for the
Notes as the holders of the Notes from time to time, or any of them, may elect
in its or their sole discretion.
SECTION 2 Certain Waivers. The Partnership waives:
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2.1 any right to require the holders of the Notes to proceed
against the Trust or any other obligor in respect of the Notes, to proceed
against or exhaust any collateral or to pursue any other remedy in any holder's
power whatsoever and the right to have the property of any other obligor first
applied to the discharge of the Notes;
2.2 all rights and benefits under any applicable law purporting to
reduce a guarantor's obligations in proportion to the obligation of the
principal or providing that the obligation of a surety or guarantor must neither
be larger nor in other respects more burdensome than that of the principal;
2.3 the benefit of any statute of limitations affecting the Notes or
the Partnership's liability thereunder or hereunder;
2.4 any requirement of marshalling or any other principle of election
of remedies and all rights and defenses arising out of an election of remedies
by any holder of the Notes, or any of them, even though that election of
remedies, such as nonjudicial foreclosure with respect to the security for a
guaranteed obligation, has destroyed any right of subrogation, reimbursement or
contribution, to the rights of or against any person;
2.5 any right to assert against the holders of the Notes, or any of
them, any defense (legal or equitable), set-off, counterclaim and other right
that the Partnership may now or any time hereafter have against the Trust or any
other obligor in respect of the Notes;
2.6 presentment, demand for payment or performance (including
diligence in making demands hereunder), notice of dishonor or nonperformance,
protest, acceptance and notice of acceptance of this assumption of the Notes
and the undertaking of the Partnership provided herein, and all other notices of
any kind, including (i) notice of any action taken or omitted by any holder of
the Notes, or any of them, reliance hereon, (ii) notice of any default by the
Trust or any other obligor in respect of the Notes, (iii) notice that any
portion of the Notes is due, (iv) notice of any action against the Trust or any
other obligor in respect of the Notes, or any enforcement of other action with
respect to any collateral for the Notes, or the assertion of any right of any
holder of the Notes, or any of them, hereunder; provided, however,
notwithstanding the foregoing, the Partnership shall be entitled to all notices
of any kind provided for in the Note Agreement attached hereto as Annex 1;
2.7 all defenses that at any time may be available to the Partnership
by virtue of any valuation, stay, moratorium or other law now or hereafter in
effect;
2.8 without limiting the generality of the foregoing or any other
provision hereof, the effect of any and all events and circumstances that would
exonerate or create a defense to the obligation of a surety, and any and all
defenses to the obligation of a surety that may exist from time to time.
SECTION 3 Restated Note Agreement; Guaranty. The parties hereto agree
---------------------------------
that from and after the effectiveness hereof, the Notes will be governed by the
terms of the Restated Note Agreement attached hereto as Annex 1 (the "Note
Agreement") and the Guaranty attached hereto as Annex 2 (the "Guaranty"), and
the Note Purchase Agreements, and all rights and obligations, of all parties
thereunder, shall be terminated, canceled and voided in their entirety
(provided that all representations and warranties made by the Trust, the
covenant to maintain its existence in Section 4.4(a), the covenant to maintain
an office in
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the last sentence of Section 4.3, and the covenants in Section 8, in the Note
Purchase Agreements shall survive and continue in full force and effect).
SECTION 4 Effectiveness. This Agreement shall become effective, as of the
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date first set forth above (the "Effective Date"), when the Partnership and each
of the Purchasers shall have executed and delivered this Agreement, and the
Partnership and each of the Purchasers shall have executed the Note Agreement in
the form attached hereto as Annex 1 and the Guarantor shall have executed and
delivered to each Purchaser a Guaranty in the form of Annex 2 hereto, and such
Guaranty shall be in full force and effect. The effectiveness hereof is
additionally subject to the fulfillment to each of the Purchaser's satisfaction,
on or prior to the date hereof, of each of the following conditions:
4.1 Satisfactory Proceedings. All partnership, corporate, trust and
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other proceedings taken in connection with the consummation of the transactions
contemplated hereby and all documents and papers relating thereto, including the
Guaranty, shall be reasonably satisfactory to you and your special counsel, and
you and your special counsel shall have received counterpart originals or
certified or other copies of such documents and papers, all in form and
substance reasonably satisfactory to you and your special counsel, as you or
they may reasonably request in connection therewith.
4.2 Opinions of Counsel; REIT Letters. You shall have received
---------------------------------
favorable opinions, each dated the Effective Date, addressed to you and
satisfactory in form, scope and substance to you, from (a) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
special counsel of the Partnership, substantially in the form of Exhibit A-1,
(b) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., in-house counsel to the Partnership, substantially
in the form of Exhibit A-2 and (c) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, your special
counsel, in form and substance satisfactory to you and covering such other
matters incident to such transactions as you may reasonably request. You shall
also have received a letter dated the Effective Date from each of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Chief Financial Officer of the Partnership, substantially in the form of
Exhibit A-3, and Coopers and ▇▇▇▇▇▇▇, auditors and tax consultants for the
Guarantor, substantially in the form of Exhibit A-4, each with respect to
certain real estate investment trust matters.
4.3 Representations and Warranties. All representations and warranties
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of the Partnership contained in this Agreement and in the Note Agreement or
otherwise made in writing by or on behalf of the Partnership in connection with
the transactions contemplated hereby shall be true and correct when made and
(except as affected by the consummation of such transactions) as of the
Effective Date with the same effect as though such representations and
warranties had been made on and as of such Effective Date.
4.4 Performance; No Default. The Partnership shall have performed all
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agreements and complied with all conditions contained herein required to be
performed or complied with by it on or prior to the Effective Date. At the
Effective Date (and after giving effect to the assumption of the Notes by the
Partnership) no Default or Event of Default shall have occurred and be
continuing. Neither the Partnership nor any Restricted Subsidiary shall have
entered into any transaction since the date of the Memorandum that would have
been prohibited by Sections 6.6 through 6.11 of the Note Agreement, inclusive,
had such Sections applied since such date.
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4.5 Compliance Certificates.
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(a) Officer's Certificate. The Partnership shall have delivered to
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you an Officer's Certificate substantially in the form of Exhibit B, dated
the Effective Date, certifying that the conditions specified in Sections 4.3,
4.4 and 4.6 have been fulfilled.
(b) Secretary's Certificate. The Partnership shall have delivered to
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you a Secretary's Certificate substantially in the form of Exhibit C,
certifying as to the resolutions attached thereto and other proceedings
relating to the authorization, execution and delivery of this Agreement.
4.6 Absence of Certain Events. There shall not have occurred any
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Material Adverse Change since the date of the most recent audited financial
statements included in the Memorandum. Subsequent to the respective dates as of
which information is given in the Memorandum and prior to the Effective Date,
neither the Partnership nor any Restricted Subsidiary shall have consolidated
with, merged into, or sold, leased or otherwise disposed of its assets and
properties as an entirety or substantially as an entirety to any Person or
succeeded to all or substantially all or any substantial part of the liabilities
of any other Person, except as disclosed on Schedule 4.6 hereto.
SECTION 5 Representations and Warranties. The Partnership hereby represents
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and warrants to the Purchasers that:
5.1 Organization, Authority and Tax Status of the Partnership. The
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Partnership has been duly formed, is validly existing as a limited partnership
in good standing under the laws of the State of Delaware, and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Partnership has
all requisite power and authority to own or hold under lease the property it
purports to own or hold under lease, to carry on its business as now conducted
and as proposed to be conducted, to execute and deliver this Agreement and the
Note Agreement and to perform its obligations hereunder and thereunder and under
the Notes it is assuming hereby. The Partnership is a partnership for purposes
of United States federal income taxation and for purposes of the tax laws of any
state or locality in which the Partnership is subject to taxation based on its
income except, with respect to such state or local tax laws, where the failure
to be so treated would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.
5.2 Authorization. The Partnership has by all necessary action duly
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authorized (i) the execution and delivery of this Agreement and the Note
Agreement and (ii) the performance of its obligations under this Agreement, the
Note Agreement and the Notes. This Agreement and the Note Agreement constitutes,
and each Note will constitute upon the effectiveness hereof, a legal, valid and
binding obligation of the Partnership enforceable against the Partnership in
accordance with its terms, except as such enforceability
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may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
5.3 Capitalization. All of the Partnership Units are validly issued
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and owned of record in the percentage amounts and by the entities or persons
described in Schedule 7.3, and, to the best of the Partnership's knowledge, free
and clear of any Lien. There are 19,285,460 Partnership Units issued and
outstanding and such Partnership Units have been offered and sold in compliance
with all applicable laws (including, without limitation, federal and state
securities laws and rollup legislation). The Guarantor is the sole general
partner of the Partnership.
5.4 Compliance with Other Instruments, etc. Neither the Partnership
--------------------------------------
nor any Subsidiary is in violation of any term or provision of its corporate
charter or by-laws or certificate of partnership or partnership agreement, as
the case may be. Neither the Partnership nor any Subsidiary is in violation of
any term or provision of any agreement, indenture, mortgage or other instrument
or agreement to which it is a party or by which it or any of its properties
may be bound or affected, or in violation of any existing law, governmental rule
or regulation or any Order of any court, arbitrator or other Governmental Body
applicable to it, the consequences of which violation, either in any one case or
in the aggregate, would reasonably be expected to have a Material Adverse
Effect. Neither the execution and delivery of this Agreement, and the Note
Agreement nor the consummation of the transactions contemplated hereby and
thereby nor the performance of the terms and provisions hereof and thereof will
result in any breach of, or constitute a default under, or result in (or
require) the creation of any Lien in respect of any property of the Partnership
or any Subsidiary under any indenture, mortgage, bank loan, credit agreement,
other agreement or instrument, or partnership agreement, partnership
certificate, corporate charter or by-law to which the Partnership or any
Subsidiary is a party or by which the Partnership or any Subsidiaries or any of
their respective properties may be bound or affected, or violate any existing
law, governmental rule or regulation or any Order of any court, arbitrator or
Governmental Body applicable to the Partnership or any Subsidiaries.
5.5 Governmental Authorizations. Subject to the accuracy of the
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Purchasers representations and warranties contained in Sections 1.5 to 1.8 of
the Note Purchase Agreements and the performance of your agreements contained in
Section 1.9 of the Note Agreement, no consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Body is required for
or in connection with the valid execution and delivery of this Agreement or the
Note Agreement, or the consummation of the transactions contemplated hereby and
thereby, including the assumption of the Notes by the Partnership, or the
fulfillment of, or compliance by the Partnership with, the terms and provisions
hereof and thereof.
5.6 Solvency. Neither the Partnership nor any of its Subsidiaries
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is insolvent. Neither the execution and delivery of this Agreement, or the Note
Agreement, or the assumption of the Notes nor the consummation of the
transactions contemplated hereby and thereby, nor the performance of the terms
and provisions hereof and thereof will result in the insolvency of the
Partnership or any of its Subsidiaries, nor will the consummation of
6
the transactions contemplated by the Option Courses Agreement (including the
repayment of amounts owned pursuant to certain Senior Participating Promissory
Notes dated as of August 18, 1993 and any other transactions related thereto),
nor the performance of the terms and provisions thereof result in the insolvency
of the Partnership or any of its Subsidiaries. For the purposes of this Section
5.6, the Partnership or any of its Subsidiaries shall be deemed to be insolvent
or an insolvency shall be deemed to have resulted with respect to such Person
if: (i) its liabilities (including all claims against such Person, whether or
not contingent, unliquidated or disputed and regardless of whether such
liabilities are required to appear on a balance sheet prepared in accordance
with GAAP) exceed the fair market value of its assets; (ii) it retains
unreasonably small capital for its continuing business; or (iii) it intends to
incur, or believes or reasonably should believe it will incur, Debt beyond its
ability to pay such Debt as it becomes due.
5.7 Assumption of Original Partnership Notes For Equivalent Value.
_____________________________________________________________
The transfer of the Option Courses pursuant to the terms of the Option Courses
Agreement (including the repayment of amounts owed pursuant to certain Senior
Participating Promissory Notes dated as of August 18, 1993 and any other
transactions related thereto), on the one hand, and the assumption of the Notes
and Black Lake Notes by the Partnership pursuant to the terms hereof and the
issuance of OP Units pursuant to the Option Courses Agreement, on the other
hand, is an exchange for reasonably equivalent value as such term is used in /s/
548 of the United States Bankruptcy Code.
SECTION 6 Consent. Each Purchaser hereby (i) consents to the assumption of
_______
the Notes by the Partnership and (ii) agrees that the Partnership shall have all
of the rights and interests of the Trust under the Notes with the same effect as
if such Notes had been initially issued by the Partnership .
SECTION 7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
_____________
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
SECTION 8 Counterparts. This Agreement may be executed in any number of
____________
counterparts, and by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute one and the same instrument.
SECTION 9 Severability. The provisions of this Agreement are severable, and
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if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or enforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.
SECTION 10 Headings. The headings in this Agreement are for purposes of
________
reference only and shall not otherwise affect the meaning or construction of any
provision of this Agreement .
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SECTION 11 Final Expression. This Agreement, together with the Note Purchase
----------------
Agreements (as amended hereby), embodies the final, entire agreement among the
parties hereto and thereto and supersedes any and all prior commitments,
agreements, representations and understandings, whether written or oral,
relating to the subject matter hereof and thereof and may not be contradicted or
varied by evidence of prior, contemporaneous, or subsequent oral agreements or
discussions of the parties hereto. There are no oral agreements among the
parties hereto.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered by it as of the day and year first above written.
"COMPANY"
NATIONAL GOLF OPERATING
PARTNERSHIP, L.P.
By: National Golf Properties, Inc.
By: /s/
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President
"PURCHASERS"
AUSA LIFE INSURANCE COMPANY, INC.
BY:
------------------------------
Name:
Title:
▇▇▇▇ ▇▇▇▇▇ LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By: /s/
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
Title: Second Vice President
S-1
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered by it as of the day and year first above written.
"COMPANY"
NATIONAL GOLF OPERATING
PARTNERSHIP, L.P.,
By: National Golf Properties, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President
"PURCHASERS"
AUSA LIFE INSURANCE COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP & Asst. Secretary
▇▇▇▇ ▇▇▇▇▇ LIFE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By:
-----------------------------------
Name:
Title:
S-1
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered by it as of the day and year first above written.
"COMPANY"
NATIONAL GOLF OPERATING
PARTNERSHIP, L.P.,
By: National Golf Properties, Inc.
/s/
By: _____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President
"PURCHASERS"
AUSA LIFE INSURANCE COMPANY, INC.
BY:______________________________
Name:
Title:
▇▇▇▇ ▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/
By:_______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By:______________________________
Name:
Title:
S-1
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By: /s/
--------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
National Life Investment
Management Company, Inc.
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
BY:
--------------------------------
Name:
Title:
NATIONAL LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
OXFORD LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
PFL LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
S-1
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By:
------------------------------
Name:
Title:
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By: /s/
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Second Vice President
NATIONAL LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
OXFORD LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
PFL LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
S-2
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By:
------------------------------
Name:
Title:
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
NATIONAL LIFE INSURANCE COMPANY
By: /s/
------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇, VP
Title: National Life Investment
Management Company, Inc.
OXFORD LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
PFL LIFE INSURANCE COMPANY
By:
-------------------------------
Name:
Title:
S-2
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By:
------------------------------
Name:
Title:
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
NATIONAL LIFE INSURANCE COMPANY
By:
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Asset Management Company
as Investment Advisor for
OXFORD LIFE INSURANCE COMPANY
By: /s/
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PFL LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
S-2
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
By:
------------------------------
Name:
Title:
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------
Name:
Title:
NATIONAL LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
OXFORD LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
PFL LIFE INSURANCE COMPANY
By: /s/
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP & Asst. Secretary
S-2
TEACHERS INSURANCE AND ANNNUITY
ASSOCIATION OF AMERICA
By: /s/ ▇▇▇▇▇▇▇ ▇. MacGORDY
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. MacGORDY
Title: Director-Private
Placement
THE TRAVELERS INSURANCE COMPANY
By: /s/ Name
-----------------------
Name:
Title:
S-3
TEACHERS INSURANCE AND ANNNUITY
ASSOCIATION OF AMERICA
By:
----------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By: /s/ ▇. ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: SECOND VICE PRESIDENT
S-3
Acknowledged
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee of the
Price Revocable Trust Amendment
in Entirety dated February 9, 1987
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
S-1
