Supplemental Note Purchase Agreement (Series D) between Hewitt Associates LLC and Purchasers (October 1, 2000)
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Summary
Hewitt Associates LLC entered into this agreement with The Canada Life Assurance Company and Allstate Life Insurance Company to issue and sell $10 million in 7.65% Senior Notes, Series D, due October 15, 2005. The agreement outlines the terms of the note sale, including interest rate, payment schedule, and conditions for closing. The purchasers agree to buy the notes at face value, and the notes are subject to the terms of a prior Note Purchase Agreement. The agreement also confirms the parties' representations and warranties as of the closing date.
EX-10.9 8 dex109.txt HEWITT ASSOCIATES LLC SUPPLEMENTAL NOTE PURCHASE AGREEMENT (SERIES D) 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 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 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. HEWITT ASSOCIATES LLC By: /s/ C. Lawrence Connolly, 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/ Paul English ------------------------------------------- Name: Paul English Title: Associate Treasurer ALLSTATE LIFE INSURANCE COMPANY By: /s/ Robert B. Bodett ------------------------------------------- Name: ------------------------------------------ By: /s/ Patricia W. Wilson ------------------------------------------- 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 New York, NY 10004 Attn: Ernesto Apostol ###-###-#### For The Canada Life Assurance Company Trust Account Number: G5278 (2) Cash Wire Instructions: CHASE MANHATTAN BANK ABA 021-000-021 a/c #900-9-000200 Trust Account No. G5278 Reference PPN: 42823# AF O, Hewitt 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 PO BOX 35308 Newark, NJ 07101-8006 ATTN: Funds Clearance/ A/C #G 52708 Reference PPN: 42823# AF O, Hewitt 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 021-000-021 a/c #900-9-000200 Trust Account No. G5278 Reference PPN: 42823# AF O, Hewitt 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- 6/th/ Floor Brooklyn, NY 11245 Attn: Doll Baldabar Copy to The Canada Life Assurance Company 330 University Ave SP 12 Securities Accounting Toronto, ON M5G 1R8 (6) Send financial statements & correspondence to: The Canada Life Assurance Company 330 University Ave SP 11 Toronto, ON M5G 1R8 Attn: Paul English, US Investments Division Tax ID #38-0397420 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 New York, NY 10004 Attn: Ernesto Apostol ###-###-#### For The Canada Life Assurance Company Trust Account Number: G52724 (2) Cash Wire Instructions: CHASE MANHATTAN BANK ABA 021-000-021 a/c #900-9-000200 Trust Account No. G5224 Reference PPN: 42823# AF O, Hewitt 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 PO BOX 35308 Newark, NJ 07101-8006 ATTN: Funds Clearance/ A/C #G 52724 Reference PPN: 42823# AF O, Hewitt 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 021-000-021 a/c #900-9-000200 Trust Account No. G5278 Reference PPN: 42823# AF O, Hewitt 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- 6/th/ Floor Brooklyn, NY 11245 Attn: Doll Baldabar Copy to The Canada Life Assurance Company 330 University Ave SP 12 Securities Accounting Toronto, ON M5G 1R8 (6) Send financial statements & correspondence to: The Canada Life Assurance Company 330 University Ave SP 11 Toronto, ON M5G 1R8 Attn: Paul English, US Investments Division Tax ID #38-0397420 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 = Harris Trust and Savings Bank ABA #071000288 BNF = Allstate Life Insurance Company Collection Account #168-117-0 ORG = Hewitt 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 ###-###-####.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 3075 Sanders Road, STE G3A Northbrook, IL 60062 Telephone: (847) 402-2769 Telecopy ###-###-#### (3) Securities to be delivered to Citibank, Federal Reserve Bank Schedule A U.S. Custody & Employee Benefit Trust 500 West Madison Street, Floor 6, Zone 4 Chicago, IL 60661-2592 Attn: Pam Jost 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 3075 Sanders Road, STE G3A Northbrook, IL Telephone: (847) 402-8922 Telecopy: (847) 402-3092 TAX ID #36 ###-###-#### 4 Schedule A SCHEDULE 5 CHANGES TO REPRESENTATIONS AND WARRANTIES See Attached -5- Schedule C SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT 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
-6- Schedule C
-7- SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT 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
Schedule 5.4 -8-
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* "Wholly-owned" means that at least 99% of the ownership interest in these subsidiaries is held by Hewitt Associates LLC and affiliates. **Designates a Restricted Subsidiary. b) Other Annod Corp.**, a Delaware corporation (wholly-owned subsidiary of Hewitt Associates LLC) Hewitt Distributions LLC**, an Illinois limited liability company (99% held by Hewitt Associates LLC and 1 % held by Annod Corporation, a Delaware Corporation) Hewitt Insurance Brokerage LLC**, an Illinois limited liability company (99% held by Hewitt Associates LLC and 1% held by Hewitt Holdings LLC) -10- (ii) List of Affiliates of Company a) Foreign affiliates
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-12- Country City Name Structure transferred on 1/1/ of each year through 2009. Venezuela Caracas Hewitt Associates Branch office of Hewitt Associates Caribe, Inc. b) Other affiliates The Bayview Trust, an Illinois trust (100% of the beneficial interest held by Hewitt Holdings LLC); Overlook Associates, an Illinois partnership (51% held by Hewitt Holdings LLC and 49% held by Tower Parkway Associates); Hewitt Holdings LLC, an Illinois limited liability company (holder of 100% of interest in Hewitt Associates LLC, among other holdings; Hewitt Financial Services LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC) (formerly known as Hewitt Servces LLC); Hewitt Properties I LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties II LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC). Hewitt Properties III LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties IV LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties V LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties VI LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties VII LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); and Sageo LLC, a Delaware limited liability company (100% held by Hewitt Holdings LLC). -13- (iii) List of Managers/Senior Officers of Company
-14- SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT 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 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, and June 30, 2000 and 1999. Schedule 5.5 -15- SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT 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 -16- HEWITT ASSOCIATES LLC Schedule 5.15 SCHEDULE OF LOANS UNAUDITED
-17- Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15 As of 30-Jun-00
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