Supplemental Note Purchase Agreement (Series E) between Hewitt Associates LLC and Pacific Life Insurance Company
Contract Categories:
Business Finance
›
Note Agreements
Summary
Hewitt Associates LLC and Pacific Life Insurance Company have entered into an agreement for the sale and purchase of $15 million in 7.90% Senior Notes, Series E, due October 15, 2010. Pacific Life will purchase $8 million and $7 million in notes, with interest paid semiannually. The agreement outlines the terms of the sale, payment, delivery, and prepayment options, and confirms that the notes are subject to the terms of a prior Note Purchase Agreement. Both parties confirm their representations and agree to the terms as of October 1, 2000.
EX-10.10 9 dex1010.txt HEWITT ASSOCIATES LLC SUPPLEMENTAL NOTE PURCHASE AGREEMENT (SERIES E) Exhibit 10.10 SUPPLEMENTAL NOTE PURCHASE AGREEMENT (SERIES E) Dated as of October 1, 2000 PPN:428234 AG 8 To the Purchaser 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, dated as of June 15, 2000 relating to the 7.93% Senior Notes, Series C, and dated as of October 1, 2000 relating to the 7.65% Senior Notes, Series D, 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 $15,000,000 aggregate principal amount of Subsequent Notes to be designated as its 7.90% Senior Notes, Series E, due October 15, 2010 (the "Series E Notes"). The Series E Notes will be dated the date of issue, will bear interest from such date at the rate of 7.90% 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 E Notes. Subject to the terms ----------------------------------- and conditions of the Agreement and herein set forth, the Company will issue and sell to the Supplemental Purchaser, and the Supplemental Purchaser will purchase from the Company, Series E Notes in the principal amount specified opposite its 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 E 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 E Closing") on October 16, 2000 or on such other Business Day thereafter as may be agreed upon by the Company and the Supplemental Purchaser. At the Closing the Company will deliver to the Supplemental Purchaser the Series E Notes to be purchased by it in the form of a single Note (or such greater number of Series E Notes in denominations of at least $500,000 as such Supplemental Purchaser may request) dated the date of the Series E 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 Purchaser at least three Business Days prior to the date of the Series E Closing). C. Conditions of Series E Closing. The obligation of the Supplemental ------------------------------ Purchaser to purchase and pay for the Series E Notes to be purchased by it at the Series E Closing is subject to the satisfaction, prior to or at the Series E Closing, of the conditions set forth in Section 4 of the Agreement. D. Prepayments. The Series E 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 E Notes Issued Under and Pursuant to Agreement. Except as ----------------------------------------------------- specifically provided above, the Series E 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 Purchaser 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 Purchaser 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 E 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 Purchaser. The 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. PACIFIC LIFE INSURANCE COMPANY By: /s/ Cathy L. Schwartz -------------------------------- Name:________________________________ Title: Assistant Vice President ----------------------------- By: /s/ Audrey L. Milfs -------------------------------- Name:________________________________ Title: Corporate Secretary ----------------------------- S-2 SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASER Principal Amount of Name of Purchaser Notes to be Purchased - ----------------- --------- PACIFIC LIFE INSURANCE COMPANY $8,000,000 $7,000,000 Register Note(s) in the name of: Mac & Co. (1) For physical delivery of Note: Mellon Securities Trust Company 120 Broadway, 13/th/ Floor New York, NY 10271 Attn: Robert Feraro ###-###-#### A/C Name: Pacific Life General Acct A/C#: PLCF1810132 (2) For payment of principal and interest: Federal Reserve Bank of Boston ABA# 0110-0123-4/BOS SAFE DEP DDA 125261 Attn: MBS Income CC: 1253 A/C Name: Pacific Life General Account/PLCF1810132 Regarding: Hewitt Associates LLC 7.9% Senior Notes, Series E, due October 15, 2010; PPN: 42823# AG 8 (3) All notices of payments and written confirmations of such wire transfers to: Mellon Trust Attn: Pacific Life Accounting Team One Mellon Bank Center Room 0930 Pittsburgh, PA ###-###-#### And Pacific Life Insurance Company Attn: Securities Administration - Cash Team 700 Newport Center Drive Newport Beach, CA ###-###-#### (4) All other communications shall be addressed to: Pacific Life Insurance Company Attn: Securities Department 700 Newport Center Drive Newport Beach, CA ###-###-#### Tax ID #95-1079000 2 SCHEDULE 5 CHANGES TO REPRESENTATIONS AND WARRANTIES See Attached SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.90% Senior Notes, Series E due October 15, 2010 SCHEDULE C Existing Investments Investments in Subsidiaries and Affiliates set forth in Schedule 5.4 and set forth below: As of June 30, 2000
SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.90% Senior Notes, Series E due October 15, 2010 SCHEDULE 5.4 (i) List of Subsidiaries of Company (exclusive of Subsidiaries which individually and in the aggregate are not Material) a) Foreign subsidiaries
- -------- **Designates a Restricted Subsidiary. *Wholly-owned" means that at least 99% of the ownership interest in these subsidiaries is held by Hewitt Associates LLC and affiliates.
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) -2- (ii) List of Affiliates of Company a) Foreign affiliates
-3-
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). -4- (iii) List of Managers/Senior Officers of Company
-5- SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.90% Senior Notes, Series E due October 15, 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, and June 30, 2000 and 1999. SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.90% Senior Notes, Series E due October 15, 2010 SCHEDULE 5.15 Existing Indebtedness See Attached HEWITT ASSOCIATES LLC SCHEDULE OF LOANS Schedule 5.15 UNAUDITED
-1- Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15 As of 30-Jun-00
-2-
