Supplemental Note Purchase Agreement (Series B) between Hewitt Associates LLC and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company
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Hewitt Associates LLC has entered into a Supplemental Note Purchase Agreement with Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company. Under this agreement, Hewitt Associates will issue and sell $10 million in 8.11% Senior Notes, Series B, due June 30, 2010, to the purchasers. The notes will accrue interest semiannually and may be prepaid only under certain conditions. The agreement confirms that all parties accept the terms of the original Note Purchase Agreement, as amended, and sets out the conditions for closing and payment.
EX-10.7 6 dex107.txt HEWITT ASSOCIATES LLC SUPPLEMENTAL NOTE PURCHASE AGREEMENT (SERIES B) Exhibit 10.7 SUPPLEMENTAL NOTE PURCHASE AGREEMENT Dated as of June 15, 2000 PPN: 42823# AD 5 To Each of 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, 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 8.11% Senior Notes, Series B, due June 30, 2010 (the "Series B Notes"). The Series B Notes will be dated the date of issue, will bear interest from such date at the rate of 8.11% per annum, payable semiannually in arrears on June 30 and December 30 in each year, commencing December 30, 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 B Notes. Subject to the terms ----------------------------------- and conditions of the Agreement and herein set forth, the Company will issue and sell to each of the Supplemental Purchasers, and each Supplemental Purchaser will purchase from the Company, Series B Notes in the principal amount specified opposite its respective name 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 B Notes shall occur at the offices of Gardner, Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Series B Closing") on July 7, 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 B Notes to be purchased by it in the form of a single Note (or such greater number of Series B Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Series B Closing and registered in its name (or in the name of its nominee), against delivery by such 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 each Supplemental Purchaser at least three Business Days prior to the date of the Series B Closing). C. Conditions of Series B Closing. The obligation of each ------------------------------ Supplemental Purchaser to purchase and pay for the Series B Notes to be purchased by it at the Series B Closing is subject to the satisfaction, prior to or at the Series B Closing, of the conditions set forth in Section 4 of the Agreement. D. Prepayments. The Series B 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 B Notes Issued Under and Pursuant to Agreement. ----------------------------------------------------- Except as specifically provided above, the Series B 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 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 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 B 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 Purchasers. Each Purchaser confirms --------------------------------- to the Company that the representations set forth in Section 6 of the Agreement are true and correct as to such Purchaser. -2- The execution by the Supplemental Purchasers shall constitute a contract between the Company and the Supplemental Purchasers 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. HEWITT ASSOCIATES LLC By: /s/ C. Lawrence Connolly, III ------------------------------------------ Name: C. Lawrence Connolly, III ---------------------------------------- Title: Principal & Authorized Representative --------------------------------------- Assistant Secretary The foregoing is agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY by David L. Babson and Company Inc., as Investment Adviser By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- C.M. LIFE INSURANCE COMPANY by David L. Babson and Company Inc., as Investment Sub-Adviser By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- S-1 The execution by the Supplemental Purchasers shall constitute a contract between the Company and the Supplemental Purchasers 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. HEWITT ASSOCIATES LLC By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- The foregoing is agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser By: /s/ John B. Wheeler ------------------------------------- Name: John B. Wheeler ----------------------------------- Title: Managing Director ---------------------------------- C.M. LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Sub-Adviser By: /s/ John B. Wheeler ------------------------------------- Name: John B. Wheeler ----------------------------------- Title: Managing Director ---------------------------------- S-1 SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASERS Principal Amount of Name of Purchaser Notes to be Purchased - ----------------- --------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $4,800,000 (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as Hewitt Associates LLC, 8.11% Senior Notes, Series B, due June 30, 2010, interest and principal), to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA No. 021000089 For MassMutual Long-Term Pool Account No. 4067-3488 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at ###-###-#### or ###-###-#### (2) All notices and communications with respect to payments to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 (3) All other notices and communications to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division Tax ID # 04-1590850 Schedule A SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASERS Principal Amount of Name of Purchaser Notes to be Purchased - ----------------- --------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $1,000,000 (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as Hewitt Associates LLC, 8.11% Senior Notes, Series B, due June 30, 2010, interest and principal), to: Chase Manhattan Bank, N.A. 4 Chase MetroTech Center New York, NY 10081 ABA No. 021000021 For MassMutual Pension Management Account No. 910 ###-###-#### Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at ###-###-#### or ###-###-#### (2) All notices and communications with respect to payments to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 (3) All other notices and communications to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division Tax ID # 04-1590850 Schedule A SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASERS Principal Amount of Name of Purchaser Notes to be Purchased - ----------------- --------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $2,800,000 (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as Hewitt Associates LLC, 8.11% Senior Notes, Series B, due June 30, 2010, interest and principal), to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA No. 021000089 For MassMutual Spot Priced Contract Account No. 3890-4953 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at ###-###-#### or ###-###-#### (2) All notices and communications with respect to payments to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 (3) All other notices and communications to be addressed to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division Tax ID # 04-1590850 Schedule A SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASERS Principal Amount of Name of Purchaser Notes to be Purchased - ----------------- --------------------- C.M. LIFE INSURANCE COMPANY $1,400,000 (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as Hewitt Associates LLC, 8.11% Senior Notes, Series B, due June 30, 2010, interest and principal), to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA No. 021000089 For Segment 43 - Universal Life Account No. 4068-6561 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at ###-###-#### or ###-###-#### (2) All notices and communications with respect to payments to be addressed to: C.M. Life Insurance Company c/o Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 (3) All other notices and communications to be addressed to: C.M. Life Insurance Company c/o Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division Tax ID # 06-1041383 Schedule A SCHEDULE 5 CHANGES TO REPRESENTATIONS AND WARRANTIES Schedule 5 SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $10,000,000 8.11% Senior Notes, Series B due June 30, 2010 SCHEDULE 5.5 Financial Statements Audited consolidated balance sheets of Hewitt 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 Hewitt 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. Hewitt 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. Schedule 5.5 SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $10,000,000 8.11% Senior Notes, Series B due June 30, 2010 SCHEDULE 5.15 Existing Indebtedness See Attached HEWITT ASSOCIATES LLC Schedule 5.15 SCHEDULE OF LOANS UNAUDITED
Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15 As of 31-May-00
