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HUB GROUP, INC.
and
HUB CITY TERMINALS, INC.
-----------------------------------
FIFTH AMENDMENT
Dated as of August 14, 2002
to
NOTE PURCHASE AGREEMENTS
Dated as of June 15, 1999
-----------------------------------
Re: $50,000,000 8.64% Senior Notes
Due June 25, 2009
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FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS
THIS FIFTH AMENDMENT dated as of August 14, 2002 (the or this
"Fifth Amendment") to the Note Purchase Agreements each dated as of June
15, 1999, as amended by the First Amendment to Note Purchase Agreements
dated as of February 26, 2001, the Second Amendment to Note Purchase
Agreements dated as of March 30, 2001, the Third Amendment to Note Purchase
Agreements dated as of November 8, 2001 and the Fourth Amendment to Note
Purchase Agreements dated as of March 27, 2002, among HUB GROUP, INC., a
Delaware corporation ("Public Hub Company"), HUB CITY TERMINALS, INC., a
Delaware corporation, for itself and as successor by merger to Hub
Holdings, Inc. ("Hub Chicago"; Public Hub Company and Hub Chicago being
individually referred to herein as an "Obligor" and collectively as the
"Obligors"), and each of the institutions which is a signatory to this
Fifth Amendment (collectively, the "Noteholders").
RECITALS:
A. The Obligors and each of the Noteholders have heretofore
entered into separate and several Note Purchase Agreements, each dated as
of June 15, 1999 (as amended by the First Amendment to Note Purchase
Agreements dated as of February 26, 2001, the Second Amendment to Note
Purchase Agreements dated as of March 30, 2001, the Third Amendment to Note
Purchase Agreements dated as of November 8, 2001 and the Fourth Amendment
to Note Purchase Agreements dated as of March 27, 2002, collectively, the
"Note Purchase Agreements"). The Obligors have heretofore issued the
$50,000,000 8.64% Senior Notes Due June 25, 2009 (the "Notes") pursuant to
the Note Purchase Agreements.
B. The Obligors and the Noteholders now desire to amend the Note
Purchase Agreements in the respects, but only in the respects, hereinafter
set forth.
C. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Purchase Agreements unless herein
defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all
other acts and things necessary to make this Fifth Amendment a valid, legal
and binding instrument according to its terms for the purposes herein
expressed have been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Fifth Amendment set forth
in Section 4.1 hereof, and in consideration of good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
the Obligors and the Noteholders do hereby agree as follows:
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SECTION 1. AMENDMENTS.
Section 1.1. Section 10.2 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:
"Section 10.2. Fixed Charge Coverage Ratio. The Public Hub
Company and its Restricted Subsidiaries will not, as of close of
each fiscal quarter specified below, permit the ratio of (a)
Consolidated EBITDAR for the immediately preceding four
consecutive fiscal quarter period to (b) Consolidated Fixed
Charges as of such date to be less than (i) 1.20 to 1.00 as of the
end of the fiscal quarters ending September 30, 2002 and December
31, 2002 and (ii) 1.30 to 1.00 as of the close of each fiscal
quarter thereafter. Notwithstanding anything contained in this
Agreement to the contrary, for purposes of computing the Public
Hub Company and its Restricted Subsidiaries' compliance with this
Section, the Public Hub Company and its Restricted Subsidiaries'
adjustment of earnings for the 2001 fiscal year (which was an
aggregate earnings adjustment of $1,800,000 for such year) shall
be treated as if such adjustment had occurred evenly in each
fiscal quarter of such year (i.e. $450,000 per fiscal quarter)"
Section 1.2. Section 10.3 of the Note Purchase Agreements shall be
amended and restated in its entirety to read as follows:
"Section 10.3. Cash Flow Leverage Ratio. The Public Hub
Company and its Restricted Subsidiaries will not, as of the close
of each fiscal quarter specified below, permit the ratio of
Consolidated Debt to Consolidated EBITDA for the immediately
preceding four consecutive fiscal quarter period to exceed the
ratios set forth below:
CONSOLIDATED DEBT TO CONSOLIDATED
AS OF THE FISCAL QUARTER EBITDA SHALL NOT BE MORE THAN:
ENDING ON:
September 30, 2002 4.75 to 1.00
December 31, 2002 5.25 to 1.00
March 31, 2003 2.75 to 1.00
June 30, 2003 and thereafter 2.50 to 1.00
Notwithstanding anything contained in this Agreement to the
contrary, for purposes of computing the Public Hub Company and its
Restricted Subsidiaries' compliance with this Section, the Public
Hub Company and its Restricted Subsidiaries' adjustment of
earnings for the 2001 fiscal year (which was an aggregate earnings
adjustment of $1,800,000 for such year) shall be treated as if
such adjustment had occurred evenly in each fiscal quarter of such
year (i.e. $450,000 per fiscal quarter)."
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Section 1.3. Section 10.5 of the Note Purchase Agreements shall be
amended by adding the following new sentence immediately at the end thereof:
"Notwithstanding anything in this Section 10.5 to the contrary,
this Section 10.5 shall neither apply to nor operate to prevent
Liens in favor of the collateral agent (as defined in the Amended
and Restated Intercreditor Agreement) granted under the Collateral
Documents to secure the Notes and amounts owing to the Banks
pursuant to the Bank Credit Agreement on a pari passu basis
pursuant to the terms of the Amended and Restated Intercreditor
Agreement."
Section 1.4. The following new definitions shall be added in
alphabetical order in Schedule B to the Note Purchase Agreements to read as
follows:
"Collateral" means all properties, rights, interests, and
privileges from time to time subject to the Liens granted to the
collateral agent (as defined in the Amended and Restated
Intercreditor Agreement), or any security trustee therefor, by the
Collateral Documents.
"Collateral Documents" means all mortgages, deeds of trust,
security agreements, pledge agreements, assignments, financing
statements and other documents as shall from time to time secure
the Notes and amounts owing to the Banks pursuant to the Bank
Credit Agreement.
"Amended and Restated Intercreditor Agreement" shall mean an
intercreditor and collateral agency agreement (in form and
substance satisfactory to the Required Holders) to replace the
Intercreditor Agreement and to be entered into by the Noteholders,
the Banks and a collateral agent, providing for Liens on the
Collateral to secure the Notes and amounts owing to the Banks
pursuant to the Bank Credit Agreement on a pari passu basis and
appointing Harris Trust and Savings Bank as collateral agent to
hold such Liens.
"UCC" shall mean the Uniform Commercial Code of the State of
Illinois as in effect from time to time.
Section 1.5. Section 11(k) of the Note Purchase Agreements shall
be and hereby is amended by substituting the period (".") at the end of
such section with a semicolon and the word "or" ("; or").
Section 1.6. Section 11 of the Note Purchase Agreements shall be
and hereby is amended by adding a new Section 11(l) immediately after
Section 11(k) to read as follows:
"(l) failure of the Obligors to comply with Section 5 of the Fifth
Amendment to Note Purchase Agreements dated as of August 14, 2002
between the Obligors and the Noteholders (the "Fifth Amendment"),
including, without limitation, failure for any reason whatsoever
to deliver the Collateral by October 15, 2002 or failure to
execute and deliver the amendment to this Agreement contemplated
by such Section 5 of the Fifth Amendment by November 1, 2002."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.
Section 2.1. To induce the Noteholders to execute and deliver this
Fifth Amendment (which representations shall survive the execution and
delivery of this Fifth Amendment), the Obligors, jointly and severally,
represent and warrant to the Noteholders that:
(a) this Fifth Amendment has been duly authorized,
executed and delivered by each Obligor and this Fifth Amendment
constitutes the legal, valid and binding obligation, contract and
agreement of each Obligor enforceable against it in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors' rights
generally;
(b) the Note Purchase Agreements, as amended by this
Fifth Amendment, constitute the legal, valid and binding
obligations, contracts and agreements of the Obligors enforceable
against them in accordance with their respective terms, except as
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally;
(c) the execution, delivery and performance by the
Obligors of this Fifth Amendment (i) has been duly authorized by
all requisite corporate action and, if required, shareholder
action, (ii) does not require the consent or approval of any
governmental or regulatory body or agency, and (iii) will not (A)
violate (1) any provision of law, statute, rule or regulation or
its certificate of incorporation or bylaws, (2) any order of any
court or any rule, regulation or order of any other agency or
government binding upon it, or (3) any provision of any material
indenture, agreement or other instrument to which any Obligor is a
party or by which any Obligor's properties or assets are or may be
bound, including, without limitation, the Bank Credit Agreement,
or (B) result in a breach or constitute (alone or with due notice
or lapse of time or both) a default under any indenture, agreement
or other instrument referred to in clause (iii)(A)(3) of this
Section 2.1(c);
(d) as of the date hereof and after giving effect to this
Fifth Amendment, no Default or Event of Default has occurred which
is continuing;
(e) all the representations and warranties contained in
Section 5 of the Note Purchase Agreements (other than those
contained in Sections 5.3, 5.4(a), 5.4(b) and 5.9) are true and
correct in all material respects with the same force and effect as
if made by the Obligors on and as of the date hereof (other than
any representation and warranty that expressly relates to a
specified earlier date, which was true and correct in all material
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respects as of such date); provided, that, notwithstanding any
reference in Sections 5.4(c) and 5.4(d) of the Note Purchase
Agreements to the Restricted Subsidiaries listed on Schedule 5.4
to the Note Purchase Agreements, the representations and
warranties hereby made by the Obligors with reference to Sections
5.4(c) and 5.4(d) of the Note Purchase Agreements shall relate to
the Restricted Subsidiaries existing on the date hereof;
(f) the statements and information furnished to the
Noteholders in connection with the negotiation of this Amendment
do not, taken as a whole, and other than financial projections or
forecasts, contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements
contained herein or therein not misleading, the Noteholders
acknowledging that as to any projections furnished to the
Noteholders, the Obligors and the Constituent Company Guarantors
only represent that the same were prepared on the basis of
information and estimates the Obligors believed to be reasonable;
and
(g) all tax returns with respect to any income tax or
other material tax required to be filed by the Obligors and the
Restricted Subsidiaries in any jurisdiction have, in fact, been
filed, and all taxes, assessments, fees and other governmental
charges upon the Obligors or the Restricted Subsidiaries or upon
any of their respective properties, income or franchises, which
are shown to be due and payable in such returns, have been paid.
The Obligors do not know of any proposed additional tax assessment
against the Obligors or any Restricted Subsidiary for which
adequate provision in accordance with GAAP has not been made.
Adequate provisions in accordance with GAAP for taxes on the books
of the Obligors and each Restricted Subsidiary have been made for
all open years, and for its current fiscal period.
SECTION 3. WAIVER; OBLIGOR AGREEMENTS.
Section 3.1. Upon and by virtue of this Fifth Amendment becoming
effective as herein contemplated, the failure of the Public Hub Company and
its Restricted Subsidiaries to comply with the obligations under Section
10.2 (Fixed Charge Coverage Ratio) and Section 10.3 (Cash Flow Leverage
Ratio) of the Note Purchase Agreements, in each case for the fiscal quarter
ending June 30, 2002, which failures constitute Events of Default under the
Note Purchase Agreements, shall be deemed to have been waived by the
Noteholders for the period beginning on and including the date upon which
this Amendment becomes effective to but not including November 1, 2002. The
Obligors understand and agree that the waiver contained in this Section 3.1
pertains only to the matters and to the extent herein described and not to
any other actions of the Obligors under, or matters arising in connection
with, the Note Purchase Agreements or to any rights which the Noteholders
have arising by virtue of any such other actions or matters.
Section 3.2. In consideration of the waiver set forth in Section
3.1 hereof, the Obligors hereby covenant and agree that any funds received
by or on behalf of the Obligors in connection with a refinancing of the
Bank Credit Agreement shall be applied on a pro-rata basis as between the
Banks and the Noteholders, and, with respect to the Noteholders, pursuant
to an offer to prepay pursuant to Section 8.2 of the Note Purchase
Agreements.
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SECTION 4. CONDITIONS TO EFFECTIVENESS OF THIS FIFTH AMENDMENT.
Section 4.1. This Fifth Amendment shall not become effective
until, and shall become effective when, each and every one of the following
conditions shall have been satisfied:
(a) executed counterparts of this Fifth Amendment, duly
executed by the Obligors and the holders of at least 51% of the
outstanding principal of the Notes, shall have been delivered to
the Noteholders;
(b) the Noteholders shall have received a copy of the
resolutions of the Board of Directors of each Obligor authorizing
the execution, delivery and performance by such Obligor of this
Fifth Amendment, certified by such Obligor's Secretary or an
Assistant Secretary;
(c) the representations and warranties of the Obligors set
forth in Section 2 hereof are true and correct on and with respect
to the date hereof;
(d). the Obligors shall have arranged to the satisfaction
of the Required Holders for the payment to each Noteholder by no
later than 5:00 p.m. (Chicago time) on August 15, 2002, an
amendment fee in an amount equal to 0.10% times the outstanding
principal amount of the Notes held by such Noteholder (the
"Amendment Fee"), such Amendment Fee to be fully earned and due
and payable to each Noteholder upon the effectiveness of this
Amendment;
(e) the Bank Credit Agreement shall have been amended in
form and substance satisfactory to the Required Holders to effect
a waiver and modification of the terms and conditions thereof such
that the same are no more burdensome on the Obligors than the
corresponding provisions of the Note Purchase Agreements after
giving effect to the modifications contemplated by this Amendment;
and
(f) legal matters incident to the execution and delivery
of this Amendment and the amendment to the Bank Credit Agreement
shall be reasonably satisfactory to the Noteholders and their
counsel.
Upon receipt of all of the foregoing, this Fifth Amendment shall become
effective as of August 14, 2002.
SECTION 5. CONDITIONS SUBSEQUENT.
Section 5.1. No later than October 15, 2002 (the "Collateral
Deadline") and subject to the other terms of this Section 5.1, the payment
by the Obligors of all amounts due in respect of the Notes and the
performance by the Obligors of their obligation under this Agreement and
the Other Agreements shall be secured by valid, perfected, and enforceable
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Liens on all right, title, and interest of the Obligors and each
Constituent Company Guarantor in all personal property (including, without
limitation, accounts, instruments, documents, chattel paper, general
intangibles, patents, trademarks, tradenames, copyrights, investment
property, inventory, equipment, fixtures, deposit accounts, and commercial
tort claims), whether now owned or hereafter acquired or arising, and all
proceeds thereof. The Obligors and the Constituent Company Guarantors
acknowledge and agree that such Liens on the Collateral shall be valid and
perfected first priority Liens, subject only to the Liens permitted by
Section 10.5 of the Note Purchase Agreements, securing on an equal and
ratable basis (pursuant to the Amended and Restated Intercreditor
Agreement) the Notes and amounts owing to the Banks pursuant to the Bank
Credit Agreement, in each case pursuant to one or more Collateral Documents
in form and substance satisfactory to the Required Holders. Notwithstanding
anything in this Agreement to the contrary: (i) Liens shall not be granted
on property of any Subsidiary formed under the laws of any jurisdiction
other than the United States or any State thereof (a "Foreign Subsidiary")
(or on any equity interest in any Foreign Subsidiary in excess of 65% of
the equity thereof); (ii) Liens shall not be granted on real property;
(iii) Liens shall not be perfected on vehicles subject to certificate of
title laws; (iv) notwithstanding anything contained in the Note Purchase
Agreements or the Notes and except to the extent otherwise permitted by
Sections 9-406, 9-407 or 9-408 of the UCC, in no event shall the Collateral
include, and the Obligors and the Guarantors shall not be deemed to have
granted a security interest in, any asset to the extent that such grant
would, under the provisions of any existing contract or agreement
enforceable under applicable law and pertaining to such asset or otherwise,
result in a mandatory prepayment under, breach or termination of the
provisions of, or constitute a default under or termination of, any such
contract or agreement, provided that if and when such provisions are
removed, terminated or otherwise become unenforceable as a matter of law,
the Collateral shall be deemed to include such assets and the Obligors and
the Guarantors shall be deemed to have granted a security interest therein;
and (v) if, by no later than 5:00 p.m. on the Collateral Deadline, the
Obligors shall have provided to the Noteholders a signed commitment of a
lender to provide financing in an amount sufficient to enable the Obligors
to prepay the Notes in full, together with interest accrued thereon to the
date of prepayment and the Make-Whole Amount (and containing such other
terms and conditions as shall be reasonably acceptable to the Required
Holders) pursuant to Section 8.2 of the Note Purchase Agreements, and a
written offer to so prepay the Notes on or before October 31, 2002, then
and in such event the Liens of the Collateral Documents need not be
perfected until November 1, 2002.
Section 5.2. The Obligors shall cooperate with the Noteholders to
the extent reasonably necessary to enable such parties to revise Sections
10.2 and 10.3 (the "Subject Financial Covenants") of the Note Purchase
Agreements with respect to the fiscal periods commencing after January 1,
2003, and shall deliver to the Noteholders, as soon as possible, but in any
event no later than the Collateral Deadline: (a) quarterly financial
projections for the Public Hub Company and its Restricted Subsidiaries'
2003 fiscal year, (b) details with respect to cost reduction initiatives
being undertaken by the Public Hub Company and its Restricted Subsidiaries
along with a timeline for the implementation of such initiatives, and (c)
details with respect to revenue generation initiatives which support the
Public Hub Company and its Restricted Subsidiaries 2003 financial
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projections. No later than November 1, 2002, the Obligors and the
Noteholders shall have endeavored to execute and deliver an amendment to
the Note Purchase Agreements which (i) provides for such revisions to the
Subject Financial Covenants, and (ii) contains such other provisions as the
Required Holders may require, including, without limitation, changes to the
interest rate on the Notes and an amendment fee for each Noteholder equal
to 0.15% times the aggregate outstanding principal amount of the Notes held
by such Noteholder. It is expressly agreed and understood that nothing
contained in this Section 5.2 shall obligate any Noteholder or the Obligors
to conclude an agreement on the matters contained in this Section 5.2 and
it is further expressly understood that failure for any reason whatsoever
to execute and deliver such amendment to the Note Purchase Agreements by
November 1, 2002 shall constitute an Event of Default unless such deadline
is otherwise extended by the Required Holders.
SECTION 6. PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.
Section 6.1. The Obligors agrees to pay upon demand, the
reasonable fees and expenses of Chapman and Cutler, counsel to the
Noteholders, in connection with the negotiation, preparation, approval,
execution and delivery of this Fifth Amendment.
SECTION 7. MISCELLANEOUS.
Section 7.1. This Fifth Amendment shall be construed in connection
with and as part of each of the Note Purchase Agreements, and except as
modified and expressly amended by this Fifth Amendment, all terms,
conditions and covenants contained in the Note Purchase Agreements and the
Notes are hereby ratified and shall be and remain in full force and effect.
Section 7.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Fifth Amendment may refer to the Note Purchase Agreements without making
specific reference to this Fifth Amendment but nevertheless all such
references shall include this Fifth Amendment unless the context otherwise
requires.
Section 7.3. The descriptive headings of the various Sections or
parts of this Fifth Amendment are for convenience only and shall not affect
the meaning or construction of any of the provisions hereof.
SECTION 7.4. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH ILLINOIS LAW.
Section 7.5. The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and
this Fifth Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one
agreement.
[Signature Pages Begin on Next Page]
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IN WITNESS WHEREOF, the Obligors and the Noteholders have caused
this instrument to be executed as of August 14, 2002.
HUB GROUP, INC.
HUB CITY TERMINALS, INC.
By /s/ David P. Yeager
David P. Yeager
Chief Executive Officer for each of
the above Companies
Consented, Accepted and Agreed
as of August 14, 2002
HUB CHICAGO HOLDINGS, INC., a Constituent
Company Guarantor
By /s/ David P. Yeager
David P. Yeager
Chief Executive Officer for each of
the above Companies
HLX COMPANY, L.L.C., a Constituent
Company Guarantor
By /s/ David P. Yeager
David P. Yeager
Vice Chairman and Chief Executive
Officer
QSSC, INC.
QUALITY SERVICES, L.L.C.
QUALITY SERVICES OF KANSAS, L.L.C.
QUALITY SERVICES OF NEW JERSEY, L.L.C.
Q.S. OF ILLINOIS, L.L.C.
Q.S. OF GEORGIA, L.L.C.
By /s/ David P. Yeager
David P. Yeager
Chief Executive Officer for each of
the above Constituent Company
Guarantors
HUB GROUP ALABAMA, LLC (formerly known
as Hub City Alabama, L.P.)
HUB GROUP ATLANTA, LLC (formerly known
as Hub City Atlanta, L.P.)
HUB GROUP BOSTON, LLC (formerly known
as Hub City Boston, L.P.)
HUB GROUP CANADA, L.P.
HUB GROUP CLEVELAND, LLC (formerly known
as Hub City Cleveland, L.P.)
HUB GROUP DETROIT, LLC (formerly known
as Hub City Detroit, L.P.)
HUB GROUP FLORIDA, LLC (formerly known
as Hub City Florida, L.P.)
HUB GROUP GOLDEN GATE, LLC (formerly known
as Hub City Golden Gate, L.P.)
HUB GROUP INDIANAPOLIS, LLC (formerly known
as Hub City Indianapolis, L.P.)
HUB GROUP KANSAS CITY, LLC (formerly known
as Hub City Kansas City, L.P.)
HUB GROUP LOS ANGELES, LLC (formerly known
as Hub City Los Angeles, L.P.)
HUB GROUP MID ATLANTIC, LLC (formerly known
as Hub City Mid Atlantic, L.P.)
HUB GROUP NEW ORLEANS, LLC (formerly known
as Hub City New Orleans, L.P.)
HUB GROUP NEW YORK STATE, LLC (formerly
known as Hub City New York State, L.P.)
HUB GROUP NEW-YORK-NEW JERSEY, LLC
(formerly known as Hub City New York-New
Jersey, L.P.)
HUB GROUP NORTH CENTRAL, LLC (formerly known
as Hub City North Central, L.P.)
HUB GROUP OHIO, LLC (formerly known as
Hub City Ohio, L.P.)
HUB GROUP PHILADELPHIA, LLC (formerly known
as Hub City Philadelphia, L.P.)
HUB GROUP PITTSBURGH, LLC (formerly known
as Hub City Pittsburgh, L.P.)
HUB GROUP PORTLAND, LLC (formerly known as
Hub City Portland, L.P.)
HUB GROUP ST. LOUIS, LLC (formerly known
as Hub City St. Louis, L.P.)
HUB GROUP TENNESSEE, LLC (formerly known
as Hub City Tennessee, L.P.)
HUB CITY TEXAS, L.P.
HUB GROUP TRANSPORT, LLC
By /s/ David P. Yeager
David P. Yeager
Chief Executive Officer for each of the
above Constituent Company Guarantors
Consented, Accepted and Agreed
as of August 14, 2002:
BAYSTATE HEALTH SYSTEM, INC.
By: David L. Babson & Company Inc.as
Investment Adviser
By /s/ Elisabeth A. Perenick
Name: Elisabeth A. Perenick
Title: Managing Director
Consented, Accepted and Agreed
as of August 14, 2002:
C.M. LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc. as
Investment Sub-Adviser
By /s/ Elisabeth A. Perenick
Name: Elisabeth A. Perenick
Title: Managing Director
Consented, Accepted and Agreed
as of August 14, 2002:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc., as
Investment Adviser
By /s/ Elisabeth A. Perenick
Name: Elisabeth A. Perenick
Title: Managing Director
Consented, Accepted and Agreed
as of August 14, 2002:
INVESTORS PARTNER LIFE INSURANCE COMPANY
By /s/ Stacey Agretelis
Name: Stacey Agretelis
Title: Authorized Signatory
Consented, Accepted and Agreed
as of August 14, 2002:
JOHN HANCOCK LIFE INSURANCE COMPANY
By /s/ Stacey Agretelis
Name: Stacey Agretelis
Title: Director
Consented, Accepted and Agreed
as of August 14, 2002:
JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY
By /s/ Stacey Agretelis
Name: Stacey Agretelis
Title: Authorized Signatory
Consented, Accepted and Agreed
as of August 14, 2002:
MELLON BANK, N.A., solely in its capacity
as Trustee for the Bell Atlantic
Master Trust (as directed by John
Hancock Life Insurance Company), and
not in its individual capacity
By /s/ Carole Bruno
Name: Carole Bruno
Title: Authorized Signatory
Consented, Accepted and Agreed
as of August 14, 2002:
RELIASTAR LIFE INSURANCE COMPANY
By: ING INVESTMENT MANAGEMENT LLC,
as agent
By____________________________________
Name:
Title:
Consented, Accepted and Agreed
as of August 14, 2002:
RELIASTAR LIFE INSURANCE COMPANY OF NEW
YORK
By: ING INVESTMENT MANAGEMENT LLC,
as agent
By____________________________________
Name:
Title:
Consented, Accepted and Agreed
as of August 14, 2002:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By____________________________________
Name:
Title: