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Exhibit 10.6
DEBENTURE TENDER AGREEMENT
DEBENTURE TENDER AGREEMENT (this "Agreement"), dated as of March 12,
2001, by and among Flowers Industries, Inc., a Georgia corporation (the
"Company"), Flowers Foods, Inc., a Georgia corporation and wholly-owned
subsidiary of the Company ("Flowers Foods"), and each of the other parties
listed on the signature pages hereto (each a "Holder" and collectively, the
"Holders").
W I T N E S S E T H
WHEREAS, pursuant to that certain Indenture, dated as of April 27, 1998
(the "Indenture"), between the Company and SunTrust Bank (formerly known as
SunTrust Bank, Atlanta), as Trustee (the "Trustee"), the Company issued
$200,000,000 in aggregate principal amount of its 7.15% Debentures due 2028 (the
"Debentures");
WHEREAS, each Holder Beneficially Owns (as hereinafter defined) the
aggregate principal amount of Debentures set forth opposite such Holder's name
on the signature pages hereto;
WHEREAS, as soon as practicable following the execution of this
Agreement, the Company intends to commence an offer to purchase any and all of
the issued and outstanding Debentures (as such tender offer may hereafter be
amended from time to time, the "Offer"); and
WHEREAS, as an inducement and a condition to its willingness to
commence the Offer, and incur the obligations thereunder, the Company has
requested that the Holders agree, and, subject to the terms hereof, each Holder
does hereby agree, to tender the aggregate principal amount of Debentures
Beneficially Owned by such Holder as set forth opposite such Holder's name on
the signature pages hereto, together with any Debentures acquired by the Holder
after the date hereof and prior to the expiration of the Offer.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements set forth
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Certain Definitions. For purposes of this Agreement, except as
otherwise expressly provided or unless the context clearly requires otherwise:
"Beneficially Own" or "Beneficial Ownership" shall mean, with respect
to any securities, having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), including pursuant to any agreement, arrangement or understanding,
whether or not in writing.
"Business Day" shall have the meaning attributed thereto in the
Indenture.
"Designated Purchase Rate" shall mean 2.20% over the yield to maturity
on the Reference Security based upon the bid price of the Reference Security as
of 12:00 p.m., New York City time, on the Pricing Date, as displayed on page PX8
of the Bloomberg Government
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Pricing Monitor (the "Bloomberg Page"), or, if such bid price is not so
available, another comparable recognized quotation source.
"Expiration Date" shall mean 10:00 a.m., New York City time, on March
26, 2001, or 10:00 a.m., New York City time, on such later date and time to
which the Offer is extended in compliance with the terms hereof.
"Litigation" shall mean the action filed on February 5, 2001 by the
Company and Flowers Foods in the Superior Court of ▇▇▇▇▇▇ County, Georgia
bearing the style Flowers Industries, Inc. and Flowers Foods, Inc., Petitioners
vs. SunTrust Bank, as Trustee under Agreement, Respondent, Civil Action No. 2001
CV 33653.
"Person" shall mean a natural person, corporation, partnership, joint
venture, association, trust, limited liability company, business trust, joint
stock company, unincorporated organization or other entity.
"Pricing Date" shall mean March 22, 2001, or the second Business Day
immediately preceding the Expiration Date if the Offer is extended to a date
later than March 28, 2001, in compliance with the terms hereof.
"Reference Security" shall mean the 6-1/4% U.S. Treasury Bond due May
15, 2030.
"Requisite Holders" shall mean Persons that Beneficially Own at least
One Hundred Twenty Million Dollars ($120,000,000) of the outstanding principal
amount of the Debentures.
"Spinoff Transaction" shall mean the spinoff of the outstanding shares
of the common stock of Flowers Foods by the Company to the Company's
shareholders, as described in Flowers Foods' Information Statement dated as of
February 9, 2001.
"Stated Purchase Price" shall mean an amount per $1,000 in principal
amount of Debentures, as of the Pricing Date, equal to the sum of the present
values of the remaining scheduled payments of principal and interest on $1,000
in principal amount of Debentures (exclusive of interest accrued to such date)
discounted to such date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Designated Purchase Rate; provided,
however, that in no event shall the Stated Purchase Price exceed $935 or be less
than $915 per $1,000 in principal amount of Debentures.
"Transfer" shall mean, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and the entering into of any option, agreement, arrangement
or understanding, whether or not in writing, to effect any of the foregoing. As
a verb, "Transfer" shall have a correlative meaning.
2. Restrictions. Until the termination of this Agreement in
accordance with its terms, each of the Holders agrees not to, directly or
indirectly, (a) except as provided in Section 4 hereof, Transfer any of such
Holder's Debentures to any Person, grant any proxies or powers of attorney or
enter into any voting agreement, understanding or arrangement with respect to
such Holder's Debentures, or (b) take any action that would make any
representation or warranty of
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the Holder herein untrue or incorrect or would result in a breach by the Holder
of any of its obligations under this Agreement.
3. The Offer. The Company shall commence the Offer on or before
March 16, 2001.
(a) Pursuant to the Offer, the Company will offer to
purchase for cash any and all of the outstanding Debentures at a purchase price
per $1,000 in principal amount of Debentures equal to the Stated Purchase Price,
plus accrued and unpaid interest thereon to the date of payment, net to the
seller in cash (the "Offer Price"). The Offer will be made by the Company
pursuant to an Offer to Purchase and related Letter of Transmittal consistent
with the terms hereof and otherwise reasonably satisfactory to counsel for the
Holders in all respects, drafts of which will be provided to counsel for the
Holders for prior review and comment.
(b) The Offer will expire on the Expiration Date. The
Company will not terminate or withdraw the Offer (other than (i) as permitted
under this Agreement, (ii) in the event that a Holder has breached its
obligations under Section 4 hereof or (iii) if the General Condition has not
been satisfied as of the Expiration Date) or amend the terms and conditions of
the Offer without the consent of the Holders; provided, however, that the
Company shall have the right to, and shall, extend the Expiration Date to such
later date and time as is necessary for the Spinoff Condition (as defined below)
to be satisfied, but in no event to a date and time that is later than the date
and time as of which the Spinoff Transaction is to be effective.
(c) The Company's obligation to accept for purchase
Debentures validly tendered pursuant to the Offer is conditioned (collectively,
the "Offer Conditions") only upon (i) there being validly tendered and not
withdrawn not less than One Hundred Twenty Million Dollars ($120,000,000) in
aggregate principal amount of the outstanding Debentures (the "Minimum Tender
Condition"), (ii) the consummation of the Spinoff Transaction (the "Spinoff
Condition"), and (iii) satisfaction of the General Condition described on Annex
A hereto. So long as the Offer Conditions have been satisfied on the Expiration
Date, the Company agrees to accept for purchase all Debentures validly tendered
pursuant to the Offer by 5:00 p.m. New York City time, on the same Business Day
as the Expiration Date. The Company reserves the right to waive any one or more
of the Offer Conditions. The Company expressly reserves the right, in its sole
discretion, to terminate the Offer if any of the Offer Conditions have not been
satisfied on or prior to 5:00 p.m., New York City time, on April 9, 2001 and
have not been waived by the Company. Any Debentures that are not tendered and
accepted pursuant to the Offer, including if the Offer is terminated, withdrawn
or not consummated on the Expiration Date, will remain outstanding as
obligations of the Company.
4. Tender of Debentures. Each Holder hereby agrees to validly
tender or cause to be validly tendered, pursuant to and in accordance with the
terms of the Offer, within five Business Days after the Company commences the
Offer (but in no event later than 5:00 p.m., New York City time, on March 22,
2001), all of such Holder's Debentures (including any Debentures acquired by
such Holder after the date the Offer is commenced). Each Holder also agrees not
to withdraw its Debentures tendered in accordance with the preceding sentence
unless (i) the Company has not accepted for payment all Debentures tendered
pursuant to the Offer by 5:00
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p.m., New York City time, on the same Business Day as the Expiration Date or
(ii) an "Event of Default" has occurred, and is continuing, under the Indenture.
5. Dismissal of Litigation. Immediately following the execution
and delivery of this Agreement, the Company and Flowers Foods will take all
necessary actions to dismiss the Litigation with prejudice.
6. Release of Claims. The Company, Flowers Foods and the Holders
hereby agree as follows:
(a) The Holders, by and through their authorized agents,
for themselves and their subsidiaries, directors, officers, shareholders,
successors, and assigns, each does hereby release, remise, discharge and forever
acquit the Company and Flowers Foods, their officers, directors, trustees,
shareholders, policyholders, subsidiaries, parents, affiliated companies,
employees, agents, attorneys, successors, and transferees, from any and all
claims for injunctive relief or damages, rights, lawsuits, actions and causes of
action, fixed or contingent, liquidated or unliquidated, of every kind and
nature, sounding in tort or contract, or arising out of any statute or other
law, and demands of every kind and character whatsoever, including, but not
limited to, claims for injunctive relief and damages, expenses, lost profits,
attorneys' fees, punitive damages, penalties and/or other potential legal or
equitable relief related to the Debentures arising prior to the date hereof
(other than obligations or liabilities (i) arising under this Agreement or (ii)
in respect of principal, interest or other amounts payable under the Indenture
or the Debentures).
(b) The Company and Flowers Foods, by and through their
authorized agents, for themselves and their subsidiaries, directors, officers,
shareholders, successors, and assigns, each does hereby release, remise,
discharge and forever acquit the Holders, their officers, directors, trustees,
shareholders, policyholders, subsidiaries, parents, affiliated companies,
employees, agents, attorneys, successors, and transferees, from any and all
claims for injunctive relief or damages, rights, lawsuits, actions and causes of
action, fixed or contingent, liquidated or unliquidated, of every kind and
nature, sounding in tort or contract, or arising out of any statute or other
law, and demands of every kind and character whatsoever, including, but not
limited to, claims for injunctive relief and damages, expenses, lost profits,
attorneys' fees, punitive damages, penalties and/or other potential legal or
equitable relief related to the Debentures (other than obligations or
liabilities arising under this Agreement).
7. Certain Actions. During the period commencing on the date
hereof and continuing until the earlier of the date the Company (a) purchases
all Debentures properly tendered and not withdrawn pursuant to the Offer or (b)
terminates the Offer in compliance with the terms hereof, each Holder, the
Company and Flowers Foods, in its respective capacity, shall (i) support each of
the actions contemplated by this Agreement and any actions required in
furtherance thereof and (ii) not take or support any action or agreement that
(A) would result in a breach of any covenant, representation or warranty or any
other obligations or agreement of the respective parties under the Indenture or
the respective parties under this Agreement or (B) would impede, interfere with,
delay, postpone, or adversely affect the Offer, or any other transaction
contemplated by this Agreement, or (C) is intended to impede, interfere with,
delay, postpone, discourage or materially adversely affect the Offer or any
other transaction contemplated by this Agreement. No Holder, the Company or
Flowers Foods in its capacity as
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such shall enter into any agreement, arrangement or understanding with any
Person the effect of which would be inconsistent or violative of the provisions
and agreements contained in this Section 7.
8. Representations and Warranties of the Holders. Each Holder,
severally but not jointly, represents and warrants to the Company and Flowers
Foods as follows:
(a) Such Holder Beneficially Owns the aggregate principal
amount of Debentures set forth opposite such Holder's name on the signature page
hereto and such Holder will pass to the Company good and marketable title and
Beneficial Ownership to the Debentures free and clear of any claims, security
interests, liens and encumbrances whatsoever.
(b) Such Holder has the legal power, authority and
capacity to execute and deliver this Agreement and perform its obligations
hereunder. The execution and delivery by such Holder of this Agreement and the
performance by such Holder of its obligations hereunder have been duly and
validly authorized and no further actions or proceedings on the part of such
Holder are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby.
(c) This Agreement constitutes the legal, valid and
binding agreement of such Holder enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies.
(d) This Agreement covers all of such Holder's
Debentures. As of the date hereof, such Holder Beneficially Owns the aggregate
principal amount of Debentures set forth on the signature page hereto.
(e) This Agreement and the execution and delivery hereof
by the Holder does not, and the consummation of the transactions contemplated
hereby will not, (i) result in a violation of or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement or other instrument or obligation to which such Holder is a party or
by which any of its property or assets may be bound, or (ii) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to such Holder
or any of its properties or assets.
9. Representations and Warranties of the Company and Flowers
Foods. The Company and Flowers Foods, severally and not jointly, represent and
warrant to each Holder as follows:
(a) The Company and Flowers Foods each has the corporate
power and authority to execute and deliver this Agreement and perform its
obligations hereunder. The execution and delivery by the Company and Flowers
Foods of this Agreement and the performance by the Company and Flowers Foods of
its obligations hereunder have been duly and validly authorized and no further
actions or proceedings on the part of the Company and Flowers Foods are
necessary to authorize the execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.
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(b) This Agreement constitutes the legal, valid and
binding agreement of the Company and Flowers Foods enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
(c) This Agreement and the execution and delivery hereof
by the Company and Flowers Foods do not, and the consummation of the
transactions contemplated hereby (including, without limitation, the Offer) will
not, (i) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, agreement or
other instrument or obligation to which the Company or Flowers Foods is a party
or by which any of its property or assets may be bound, or (ii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the
Company or Flowers Foods or any of its properties or assets.
(d) The Agreement and Plan of Restructuring and Merger
(the "Merger Agreement") dated as of October 26, 2000, by and among the Company,
▇▇▇▇▇▇▇ Company ("▇▇▇▇▇▇▇") and Kansas Merger Subsidiary, Inc. ("Kansas") is in
full force and effect. The Company is in compliance, in all material respects,
with the terms of the Merger Agreement, and, to the best knowledge of the
Company and Flowers Foods, Kellogg and Kansas are in compliance, in all material
respects, with the terms of the Merger Agreement.
(e) The Distribution Agreement (the "Distribution
Agreement") between the Company and Flowers Foods, dated as of October 26, 2000,
is in full force and effect. The Company and Flowers Foods each is in
compliance, in all material respects, with the terms of the Distribution
Agreement.
(f) There are no proceedings pending, or, to the
knowledge of the Company or Flowers Foods, threatened or contemplated for the
dissolution or liquidation of the Company or Flowers Foods or seeking relief in
respect of the Company or Flowers Foods or any of their respective assets or
properties under any federal or state bankruptcy, insolvency, receivership or
similar law.
(g) In the event that the Offer is not consummated in
compliance with the terms hereof, neither the Company nor Flowers Foods will
assert or take any action to cause any Person other than the Company to be the
primary obligor of the Debentures.
10. Payment of Legal Fees and Expenses. Flowers Foods hereby
agrees to pay (a) the administrative fees of the Trustee incurred pursuant to
the Indenture and (b) the legal fees and expenses reasonably incurred by the ad
hoc committee of Holders and the Trustee and payable to ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, King &
Spalding and Nelson, Mullins, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, LLP (the "Law Firms") that
relate to (i) this Agreement, (ii) the Spinoff Transaction, (iii) the Litigation
(including the Company's pre-Litigation request that the Trustee execute a
supplemental indenture), solely to the extent that such fees and expenses were
incurred on or prior to the date of this Agreement or (iv) the Offer; provided,
however, that payment under this Section shall only be made following the
presentation to Flowers Foods of detailed billing statements from the Law Firms.
The Holders represent that as of the date hereof, such fees do not, in the
aggregate,
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exceed $400,000. Flowers Foods agrees to pay all amounts payable under this
Section upon the earliest of (i) acceptance of Debentures tendered pursuant to
the Offer, (ii) the closing of the Spinoff Transaction and (iii) April 9, 2001
(so long as no Holder has breached the Agreement in any material respect and
such breach has resulted in the failure of any of the Offer Conditions to be
satisfied).
11. Termination. This Agreement shall terminate upon the earliest
to occur of (a) the purchase by the Company of all Debentures properly tendered
pursuant to the Offer and not withdrawn, (b) the termination or withdrawal of
the Offer in accordance with the terms hereof, and (c) April 9, 2001, if the
Offer Conditions have not been satisfied on such date. The provisions of
Sections 5, 6, 8, 9, and 10 hereof shall survive the termination of this
Agreement.
12. Specific Performance. The parties hereto acknowledge and agree
that if any of the provisions of this Agreement were not performed by the
Holders in accordance with their specific terms or were otherwise breached, the
Company would not have an adequate remedy at law and would be irreparably harmed
and that the damages therefor would be difficult to determine. It is accordingly
agreed that the Company shall be entitled to injunctive relief to prevent
breaches of this Agreement by any Holder and to specifically enforce the terms
and provisions hereof.
13. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if hand delivered in
person or delivered by next-day courier, transmitted by facsimile or mailed by
registered or certified mail, postage prepaid, return receipt requested, as
follows:
(a) If to the Company or to Flowers Foods, to:
Flowers Industries, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary and General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or
Flowers Foods, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary and General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇, Day, ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Holders, to the respective addresses set
forth on the signature page hereto, with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the other parties in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.
14. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. This Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.
15. Amendments. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto.
16. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to its conflicts of law rules.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be as
effective as delivery of a manually executed counterpart.
18. Effect of Headings. The headings herein are for reference
purposes only and shall not in any way affect the meaning or interpretation
hereof.
19. Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto and supersedes all prior agreements and
understandings, oral or written, among the parties hereto with respect to the
subject matter hereof.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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In Witness whereof, this Agreement has been duly executed and delivered
by the parties hereto on the date first above written.
FLOWERS INDUSTRIES, INC.
By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
Name: G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Title: Secretary and General Counsel
------------------------------------
FLOWERS FOODS, INC.
By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
Name: G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Title: Secretary and General Counsel
------------------------------------
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HOLDERS
Principal Amount of
Debentures Beneficially
Name Owned
---- ---------------------------
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA $30,000,000.00
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇
Securities Division
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY $[______________________]
By:
------------------------------------
Name:
Title:
Address:
-------------------------------
-------------------------------
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-10-
11
HOLDERS
Principal Amount of
Debentures Beneficially
Name Owned
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA $[____________________]
By:
------------------------------------
Name:
Title:
Address:
-------------------------------
-------------------------------
-------------------------------
THE NORTHWESTERN MUTUAL LIFE $17,000,000
INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President--
Public Markets
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-11-
12
BLACKROCK FINANCIAL MANAGEMENT , INC. $[16,500,000.00]
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------
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PROVIDENT LIFE AND
CASUALTY INSURANCE COMPANY $[________________]
By:
----------------------------------------
Name:
Title:
Address:
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THE ▇▇▇▇ ▇▇▇▇▇▇ LIFE $[________________]
INSURANCE COMPANY
By:
----------------------------------------
Name:
Title:
Address:
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-12-
13
BLACKROCK FINANCIAL $[_____________]
MANAGEMENT, INC.
By:
----------------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
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PROVIDENT LIFE AND
CASUALTY INSURANCE COMPANY $5,000,000.00
By: Provident Investment Management, LLC
Its: Agent
By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
THE ▇▇▇▇ ▇▇▇▇▇▇ LIFE $10,500,000.00
INSURANCE COMPANY
By: Provident Investment Management, LLC
Its: Agent
By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-13-
14
UNUM LIFE INSURANCE COMPANY OF AMERICA $17,000,000.00
By: Provident Investment Management, LLC
Its: Agent
By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GUARDIAN INSURANCE &
ANNUITY CO., INC. $[_____________]
By:
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Name:
Title:
Address:
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-----------------------------------
-----------------------------------
-14-
15
UNUM LIFE INSURANCE COMPANY OF
ANNUITY CO., INC. $[_____________]
By:
---------------------------------------
Name:
Title:
Address:
----------------------------------
----------------------------------
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ $[3,000,000.00]
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Address:
-----------------------------------
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------------------
-15-
16
CONSECO CAPITAL MANAGEMENT
IN ITS CAPACITY AS INVESTMENT
ADVISOR FOR THE FOLLOWING $[4,000,000]
BENEFICIAL HOLDERS:
BANKERS NATIONAL LIFE INSURANCE
COMPANY ($3,000,000)
WABASH LIFE INSURANCE COMPANY
($1,000,000)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: 2VP, Portfolio Manager
Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
----------------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------------
----------------------------------
CANADA LIFE INSURANCE COMPANY
OF AMERICA $[_____________]
By:
---------------------------------------
Name:
Title:
Address:
----------------------------------
----------------------------------
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-16-
17
CONSECO CAPITAL MANAGEMENT
IN ITS CAPACITY AS INVESTMENT
ADVISOR FOR THE FOLLOWING $[______________]
BENEFICIAL HOLDERS:
BANKERS NATIONAL LIFE INSURANCE
COMPANY ($3,000,000)
WABASH LIFE INSURANCE COMPANY
($1,000,000)
By:
--------------------------------------
Name:
Title:
Address:
---------------------------------
---------------------------------
---------------------------------
CANADA LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name: C. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
-17-
18
GE FINANCIAL ASSURANCE
$[24,750,000]
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Investment Officer
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇--▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ LIFE ASSURANCE COMPANY
$[_________________]
By:
---------------------------------------
Name:
-----------------------------
Title:
----------------------------
Address:
----------------------------------
----------------------------------
----------------------------------
TOTAL PRINCIPAL
AMOUNT OF DEBENTURES: $[__________________]
TOTAL PERCENTAGE OF
OUTSTANDING DEBENTURES: [__________________]
-18-
19
GE FINANCIAL ASSURANCE
$[__________________]
By:
---------------------------------------
Name:
Title:
Address:
----------------------------------
----------------------------------
----------------------------------
CANADA LIFE ASSURANCE COMPANY
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name: C. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate Treasurer
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
TOTAL PRINCIPAL
AMOUNT OF DEBENTURES: $[_________________]
TOTAL PERCENTAGE OF
OUTSTANDING DEBENTURES $[_________________]
-19-
