exv4w3



 






Exhibit 4.3




Reliance Steel & Aluminum Co.




 






Omnibus Amendment No. 2

Dated as of February 28, 2006




to:




1996 Note Purchase Agreement




1997 Note Purchase Agreement




1998 Note Purchase Agreement

and

2003 Note Purchase Agreement




Each as described herein




 







 









 








Omnibus Amendment No. 2




     This Omnibus Amendment No. 2, dated as of February 28, 2006 (the “Omnibus Amendment
No. 2”), to each of the Outstanding Agreements (as defined below) is among Reliance Steel &
Aluminum Co., a California corporation (the
“Company”), and each of the institutions which is
a signatory to this Omnibus Amendment No. 2 (collectively, the
“Noteholders”).



Recitals:




     A. The Company and the Noteholders have heretofore entered into the various Note Purchase
Agreements described on the attached Schedule A
(collectively, the “Outstanding Agreements”),
pursuant to which the Company issued its Notes as described on said Schedule A (collectively, the
“Notes”). The Notes which are presently outstanding are hereafter referred to as the “Outstanding
Notes.”



     B. The Company and the Noteholders now desire to amend the Outstanding 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
Outstanding Agreements as amended by this Omnibus Amendment No. 2 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 Omnibus Amendment No. 2 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 Omnibus Amendment No. 2 set forth in Section 3.1 hereof, and in
consideration of good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders do hereby agree as follows:



Section 1. Amendments.




     Section 1.1. Section 7.1(e) of each of the Outstanding Agreements shall be and is hereby
amended by changing the reference to “$5,000,000” set forth therein to “$15,000,000”.



     Section 1.2. Section 9.6(b) of each of the Outstanding Agreements shall be and is hereby
amended by adding the following sentence immediately following the last sentence of such Section:




     “Notwithstanding the foregoing, neither EMJ Subsidiary nor any
of its Subsidiaries shall be required to deliver a Subsidiary
Guaranty; except that, upon the earlier of (i) the Credit Agreement



 









 







Guaranty Date and (ii) the EMJ Indenture Release Date, the Company
shall cause EMJ Subsidiary and its Material Subsidiaries, if any, to
execute the Subsidiary Guaranty in accordance with this Section
9.6.”



     Section 1.3. Sections 10.2(a) and (d) of each of the Outstanding Agreements shall be and are
hereby amended in their entirety to read as follows:




     “(d) Debt of a Restricted Subsidiary in addition to that
permitted by Sections 10.2 (a), (b), (c) and (e), provided that on
the date the Restricted Subsidiary incurs or otherwise becomes
liable with respect to any such additional Debt and immediately
after giving effect thereto and the concurrent retirement of any
other Debt, (1) no Default or Event of Default exists and (2) the
total amount of all Debt of Restricted Subsidiaries (other than Debt
permitted by Sections 10.2(a) and (e)) plus all Debt of the Company
secured by Liens permitted by Section 10.5(l) does not exceed 10% of
Consolidated Net Worth; and



* * * *





     Notwithstanding anything to the contrary set forth in this
Section 10.2 or in Section 10.5(l), prior to the Indenture Release
Date, (i) all Debt of EMJ Subsidiary and its Subsidiaries owing to
the Company or any Restricted Subsidiary of the Company (except as
provided in clause (ii) of this paragraph) shall not be permitted
under (or included within) Section 10.2(a) and shall be subject to,
and permitted to be incurred only within the limitations of, Section
10.2(d) and shall be included in any determination pursuant to
Section 10.5(l); (ii) loans and advances by EMJ Subsidiary to its
Subsidiaries and loan and advances by Subsidiaries of EMJ to EMJ
Subsidiary or another Subsidiary of EMJ Subsidiary shall not be
restricted by this Section 10.2 or Section 10.5(l) and shall be
excluded from any determination pursuant to Section 10.2(d) or
Section 10.5(l), and (iii) Debt evidenced by the EMJ Notes shall be
excluded from any determination pursuant to Section 10.2(d) or
Section 10.5(l).



     Section 1.4. Section 10.5 of each of the Outstanding Agreements shall be and is hereby amended
by amending (i) Section 10.5(i) by inserting the phrase “, including in the case of EMJ Subsidiary
and its Subsidiaries, Liens granted pursuant to the EMJ Indenture and related documents on
substantially all of their properties (including after acquired property);” immediately following
the phrase “so acquired” in the last line of such clause, and (ii) Section 10.5(k) in it entirety
to read as hereinafter set forth and by the addition of a new Section 10.5(l) immediately following
Section 10.5(k) which shall read as follows:



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     “(k) Liens securing the Life Insurance Policy Loans; and




     (l) other Liens not otherwise permitted by paragraphs (a)
through (k), securing Debt of the Company or any Restricted
Subsidiary, provided that the total amount of all Debt of Restricted
Subsidiaries (other than Debt permitted by Sections 10.2(a) and (e)
and, prior to the EMJ Indenture Release Date, the EMJ Notes) plus
all Debt of the Company secured by Liens permitted by this paragraph
(l) does not exceed 10% of Consolidated Net Worth; provided that
prior to the EMJ Indenture Release Date, the provisions of this
paragraph (l) shall not limit loans or advances by any Subsidiary of
EMJ Subsidiary to EMJ Subsidiary or another Subsidiary of EMJ
Subsidiary.”



     Section 1.5. Section 10.6 of each of the Outstanding Agreements shall be and is hereby amended
to read in its entirety as follows:




“Except for the limitations set forth in the EMJ Indenture and any
related documents as in effect on the EMJ Merger Effective Date, the
Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any agreement which would restrict any
Restricted Subsidiary’s ability or right to pay dividends to, or
make advances to or Investments in, the Company or, if such
Restricted Subsidiary is not directly owned by the Company, the
“parent” Subsidiary of such Restricted Subsidiary.




The Company will not permit EMJ Subsidiary to enter into any
amendment or modification of the EMJ Indenture which adds any
financial covenant or any other additional covenants or restrictions
on the business of EMJ Subsidiary or any of its Subsidiaries. In
addition, prior to the EMJ Indenture Release Date, the Company will
not, and will not permit any of its Restricted Subsidiaries
(excluding EMJ Subsidiary and its Subsidiaries), to directly or
indirectly:




     (a) merge or consolidate with or into EMJ Subsidiary or its
Subsidiaries (other than the Merger);




     (b) Transfer any of its assets to any EMJ Subsidiary or its
Subsidiaries;




     (c) make any capital contribution or purchase any of the
capital stock of EMJ Subsidiary or any of its Subsidiaries except
for the purchase of EMJ Subsidiary capital stock pursuant to the EMJ
Merger Agreement; or



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(d) Guaranty or assume any obligation or Debt of EMJ Subsidiary
or its Subsidiaries, except such obligations assumed by the Company
and its Subsidiaries pursuant to the EMJ Merger Agreement.”



     Section 1.6. The first ten lines of the first paragraph of Section 10.8 of each of the
Outstanding Agreements shall be and is hereby amended in its entirety to read as follows:




     “The Company will not, and will not permit any of its
Restricted Subsidiaries to, consolidate with or merge with or into
any other corporation or convey, transfer or lease substantially all
of its assets in a single transaction or series of transactions to
any Person (except that, subject to the limitations set forth in
Section 10.6, a Restricted Subsidiary of the Company may (x)
consolidate with or merge with, or convey, transfer or lease
substantially all of its assets in a single transaction or series of
transactions to, the Company or another Restricted Subsidiary of the
Company, (y) convey, transfer or lease all of its assets in
compliance with the provisions of Section 10.7, and (z) merge with
any other Person so long as the survivor shall be a Restricted
Subsidiary and at the time of such merger described in this clause
(z) and after giving effect thereto such Restricted Subsidiary could
be designated as a Restricted Subsidiary in accordance with Section
10.11), provided that the foregoing restriction does not apply to
the consolidation or merger of the Company with, or the conveyance,
transfer or lease of substantially all of the assets of the Company
in a single transaction or series of transactions to, any Person so
long as:”



     Section 1.7. Section 11(j) of each of the Outstanding Agreements shall be and is hereby
amended by changing each reference to “$5,000,000” set forth therein to “$15,000,000”.



     Section 1.8. The definition of “Asset Disposition” set forth in Schedule B to each of the
Outstanding Agreements shall be and is hereby amended in its entirety to read as follows:



     “Asset Disposition” means any Transfer except:




(a) any




     (1) Transfer from a Restricted Subsidiary to the Company or a Wholly-Owned
Restricted Subsidiary;




     (2) Transfer from the Company to a Wholly-Owned Restricted Subsidiary; and



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     (3) Transfer from the Company to a Restricted Subsidiary (other than a
Wholly-Owned Restricted Subsidiary) or from a Restricted Subsidiary to another
Restricted Subsidiary, which in either case is for Fair Market Value,




so long as immediately before and immediately after the consummation of any such Transfer
and after giving effect thereto (except in the case of Transfers among EMJ Subsidiary and
its Subsidiaries occurring before the EMJ Indenture Release Date), no Default or Event of
Default exists and the Company would be permitted to incur at least $1.00 of additional
Funded Debt under the provisions of Section 10.1 owing to a Person other than a Restricted
Subsidiary; and




     (b) any Transfer made in the ordinary course of business and involving only property
that is either (1) inventory held for sale or (2) equipment, fixtures, supplies or materials
that are obsolete.



     Section 1.9. The definition of “Credit Agreement” set forth in Schedule B to each of the
Outstanding Agreements shall be and is hereby amended in its entirety to read as follows:




“Credit Agreement” means that certain Credit Agreement dated as of
October 24, 2001 among the Company, RSAC Management Corp., Bank of
America, N.A., as administrative agent and the other financial
institutions party thereto, as replaced by that certain Credit
Agreement dated as of June 13, 2005 among the Company, RSAC
Management Corp., Bank of America, N.A., as administrative agent and
the other financial institutions party thereto as amended (or any
credit facility entered into in replacement thereof, including,
without limitation, any resulting increase in the principal amount
thereof, as may be amended, restated or replaced from time to time).



     Section 1.10. The definition of “Current Debt” set forth in Schedule B to each of the
Outstanding Agreements shall be and is hereby amended by the addition thereto of a new sentence
which shall read as follows:




“Loans made by the Company or any Restricted Subsidiary to the
Company or to a wholly owned Restricted Subsidiary shall not
constitute Current Debt.”



     Section 1.11. The definition of “Debt” set forth in Schedule B to each of the Outstanding
Agreements shall be and is hereby amended by adding the following sentence immediately following
this last paragraph of such definition:




“Notwithstanding the foregoing, (i) Life Insurance Policy Loans
shall not constitute Debt so long as (1) such obligations are
nonrecourse to the Company, EMJ Subsidiary and their respective
Subsidiaries, (2) each EMJ COLI policy is owned by EMJ



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Subsidiary and has EMJ Subsidiary as its sole beneficiary, (3) the
aggregate amount of such obligations outstanding thereunder at any
time does not exceed the cash surrender value of the EMJ COLI
policies at such time, (4) the proceeds of such loans incurred after
the EMJ Merger Effective Date are not used for any purpose other
than to pay the premiums, taxes and expenses related to the EMJ COLI
policies, and (ii) if the EMJ Notes shall have been defeased and
shall no longer appear as a liability on the balance sheet of the
Company prepared in accordance with GAAP, then the EMJ Notes shall
not constitute Debt.”



     Section 1.12. Schedule B to each of the Outstanding Agreements shall be and is hereby amended
by adding the following definitions thereto:




“Credit Agreement Guaranty Date” means the date on which EMJ
Subsidiary or any of its Subsidiaries shall guaranty Debt
outstanding under the Credit Agreement or become a co-obligor under
the Credit Agreement.




“EMJ COLI” shall mean those certain life insurance policies obtained
in 1984, 1985 and 1986 by Kilsby-Roberts Holding Co. (“KR”) from
Phoenix Mutual Life Insurance Company covering participants in the
KR employee stock ownership plan and certain other KR executives,
owned by EMJ Subsidiary, each of which policies has EMJ Subsidiary
as its sole beneficiary.




“EMJ Indenture” shall mean that certain Indenture dated as of May
22, 2002, by and between EMJ Subsidiary and the Bank of New York, a
New York banking corporation, relating to the EMJ Notes.




“EMJ Indenture Release Date” means the earlier of (i) the date on
which the EMJ Notes are no longer outstanding under the EMJ
Indenture, or (ii) December 31, 2007.




“EMJ Merger Agreement” shall mean the Agreement and Plan of Merger
dated January 17, 2006 by and among the Company, the EMJ Subsidiary
and RSAC Acquisition Corp.




“EMJ Merger Effective Date” shall mean the effective date of
the Merger.




“EMJ Notes” shall mean $250,000,000 aggregate principal amount
of 9.75% Senior Secured Notes due 2012 of EMJ Subsidiary.



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“EMJ Subsidiary” shall mean before the Merger, Earle M. Jorgensen, a
Delaware corporation, and, on and after the EMJ Merger Effective
Date, RSAC Acquisition Corp., a Delaware corporation, the surviving
corporation following the EMJ Merger Effective Date, which is
expected to change its name to “Earle M. Jorgensen Company” and
become a wholly-owned Restricted Subsidiary of the Company.




“Life Insurance Policy Loans” means obligations in respect of
money borrowed by EMJ Subsidiary against the available cash
surrender value of any EMJ COLI policy in accordance with the terms
of such policy, which obligations shall be non recourse to the
Company, EMJ Subsidiary and their respective Subsidiaries.




“Merger” means the merger of Earle M. Jorgensen Company, a Delaware
corporation, with and into RSAC Acquisition Corp., a Delaware
corporation which shall then become EMJ Subsidiary in accordance
with EMJ Merger Agreement.



Section 2. Representations, Warranties and Agreements of the Company.




     Section 2.1. To induce the Noteholders to execute and deliver this Omnibus Amendment No. 2,
the Company represents and warrants to the Noteholders (which representations and warranties shall
survive the execution and delivery of this Omnibus Amendment No. 2) that:




     (a) this Omnibus Amendment No. 2 has been duly authorized, executed and delivered by it
and this Omnibus Amendment No. 2, and each of the Outstanding Agreements as amended by this
Omnibus Amendment No. 2, constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it 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;




     (b) the execution, delivery and performance by the Company of this Omnibus Amendment
No. 2 (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 articles 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 it is a party or
by which its properties or assets are or may be bound, 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(b);



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(c) as of the date hereof and after giving effect to this Omnibus Amendment No. 2, no
Default or Event of Default under any of the Outstanding Agreements has occurred which is
continuing; and




     (d) the Lien of the Security Agreement referred to in Section 9.6 of the Outstanding
Agreements has been released and the Security Agreement referred to therein is no longer in
effect.


Execution and delivery by the Company of this Omnibus Amendment No. 2 constitutes the certification
by the Company that the foregoing representations and warranties are true and correct on and with
respect to the date hereof.




Section 3. Conditions to Effectiveness of This Omnibus Amendment No. 2.




     Section 3.1. This Omnibus Amendment No. 2 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 Omnibus Amendment No. 2, duly executed by the Company
and the Required Holders of the Outstanding Notes under each Outstanding Agreement, shall
have been delivered to the Noteholders;




     (b) executed counterparts of the First Amendment to Credit Agreement dated as of
February 16, 2006, executed by the Company and RSAC Management Corp. and Bank of America,
N.A. and the other financial institutions named therein, shall have been delivered to the
Noteholders and shall be satisfactory in form and substance to the holders of the Notes;




     (c) the representations and warranties of the Company set forth in Section 2 hereof are
true and correct on and with respect to the date hereof and the execution and delivery by
the Company of this Omnibus Amendment No. 2 shall constitute certification of the same; and




     (d) on the effective date of this Omnibus Amendment No. 2 the Company shall have paid a
fee to each Noteholder in an amount equal to seven and one-half basis points (0.075%) of the
outstanding principal amount of the Notes held by such Noteholder.


Upon receipt of all of the foregoing, this Omnibus Amendment No. 2 shall become effective.




Section 4. Payment of Noteholders’ Counsel Fees and Expenses.




     Section 4.1. The Company agrees to pay upon demand, the reasonable fees and expenses of
Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation,
preparation, approval, execution and delivery of this Omnibus Amendment No. 2.



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Section 5. Miscellaneous.




     Section 5.1. This Omnibus Amendment No. 2 shall be construed in connection with and as part of
each of the Outstanding Agreements, and except as modified and expressly amended by this Omnibus
Amendment No. 2, all terms, conditions and covenants contained in each of the Outstanding
Agreements and each of the Outstanding Notes are hereby ratified and shall be and remain in full
force and effect.



     Section 5.2. Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Omnibus Amendment No. 2 may refer to the
Outstanding Agreements without making specific reference to this Omnibus Amendment No. 2 but
nevertheless all such references shall include this Omnibus Amendment No. 2 unless the context
otherwise requires.



     Section 5.3. The descriptive headings of the various Sections or parts of this Omnibus
Amendment No. 2 are for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.



     Section 5.4. This Omnibus Amendment No. 2 shall be governed by and construed in accordance
with New York law.



     Section 5.5. This Omnibus Amendment No. 2 may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one agreement.



[Signature Pages Follow]




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     In Witness Whereof, the parties hereto have executed and delivered this
Omnibus Amendment No. 2 as of the date first written above



	 	 	 	 	 	 	 	 	 
	 	 	Reliance Steel & Aluminum Co.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Karla Lewis
 

	 	 
	 

	 	 	 	 	 	Name:  Karla Lewis	 	 
	 

	 	 	 	 	 	Title:  Executive Vice President and	 	 
	 

	 	 	 	 	 	           Chief Financial Officer	 	 






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Accepted as of the date Omnibus written above:




	 	 	 	 	 
	 	 	Allstate Life Insurance Company
	 

	 	 	 	(as Noteholder under the 1997
Note Purchase Agreement and the 1998 Note
Purchase Agreement)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Robert B. Bodett
	 

	 	 	 	 
	 

	 	 	 	Name: Robert B. Bodett
	 
	 	 	 	 
	 

	 	By
	 	/s/ Jerry Zinkula
	 

	 	 	 	 
	 

	 	 	 	Name: Jerry Zinkula
	 

	 	 	 	Authorized Signatories
	 
	 	 	 	 
	 	 	Allstate Life Insurance Company Of New York
	 

	 	 	 	(as Noteholder under the 2003
Note Purchase Agreement)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Robert B. Bodett
	 

	 	 	 	 
	 

	 	 	 	Name: Robert B. Bodett
	 
	 	 	 	 
	 

	 	By
	 	/s/ Jerry Zinkula
	 

	 	 	 	 
	 

	 	 	 	Name: Jerry Zinkula
	 

	 	 	 	Authorized Signatories






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	American Investors Life Insurance Company
	 	 	 	 	(as Noteholder under the 1998 Note Purchase Agreement and the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	AmerUs Capital Management Group, Inc.,
	 	 	 	 	its authorized attorney in fact
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Roger D. Fors
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Roger D. Fors
	 

	 	 	 	 	 	Vice President — Private Placements
	 
	 	 	 	 	 	 
	 	 	AmerUS Life Insurance Company 
	 	 	 	 	(as Noteholder under the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	AmerUs Capital Management Group, Inc.,
	 	 	 	 	its authorized attorney in fact
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Roger D. Fors
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Roger D. Fors
	 

	 	 	 	 	 	Vice President — Private Placements






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	Berkshire Life Insurance Company of
America
	 	 	 	 	(as Noteholder under the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Ellen I. Whittaker
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ellen I. Whittaker
	 

	 	 	 	 	 	Director — Fixed Income Investments
	 
	 	 	 	 	 	 
	 	 	Fort Dearborn Life Insurance Company
	 	 	 	 	(as Noteholder under the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	Guardian Investor Services LLC
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Ellen I. Whittaker
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ellen I. Whittaker
	 

	 	 	 	 	 	Director — Fixed Income Investments
	 
	 	 	 	 	 	 
	 	 	The Guardian Insurance & Annuity Company, Inc.
	 	 	 	 	(as Noteholder under the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Ellen I. Whittaker
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ellen I. Whittaker
	 

	 	 	 	 	 	Director — Fixed Income Investments
	 
	 	 	 	 	 	 
	 	 	The Guardian Life Insurance Company of
America
	 	 	 	 	(as Noteholder under the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Ellen I. Whittaker
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ellen I. Whittaker
	 

	 	 	 	 	 	Director — Fixed Income Investments






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	Connecticut General Life Insurance

Company
	 	 	 	 	(as Noteholder under the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	Cigna Investments, Inc. (authorized agent)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Deborah B. Wiacek
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Deborah B. Wiacek
	 

	 	 	 	 	 	Managing Director
	 
	 	 	 	 	 	 
	 	 	Life Insurance Company of North America
	 	 	 	 	(as Noteholder under the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	Cigna Investments, Inc. (authorized agent)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Deborah B. Wiacek
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Deborah B. Wiacek
	 

	 	 	 	 	 	Managing Director






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	 	 	CUNA Mutual Life Insurance Company
	 	 	 	 	(as Noteholder under the 1996 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	MEMBERS CAPITAL ADVISORS, INC.
	 	 	 	 	Its Investment Advisor
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ John Petchler
	 	 	 	 	 
	 

	 	 	 	Name:
	 	John Petchler
	 

	 	 	 	 	 	Sr. Vice President, Managing
	 

	 	 	 	 	 	Director — Investments






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	Hartford Life Insurance Company
	 	 	 	 	(as Noteholder under the 1998 Note Purchase Agreement and the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	 	 	By: Hartford Investment Management
	 	 	 	 	Company (successor in interest Hartford Investment Services, Inc.)
	 	 	 	 	As Agent and Attorney in Fact
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Ronald Mendel
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ronald Mendel
	 

	 	 	 	 	 	Managing Director






-16-









 






Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	John Hancock Life Insurance Company
	 	 	(as Noteholder under the 1998 Note Purchase Agreement and the 2003 Note Purchase Agreement) formerly John Hancock Mutual Life Insurance Company
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Argretelis
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stacey P. Argretelis
	 

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	 	 	John Hancock Reassurance Company Ltd.
	 	 	(as Noteholder under the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Argretelis
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stacey P. Argretelis
	 

	 	 	 	 	 	Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	John Hancock Variable Life Insurance Company
(as Noteholder under the 1998 Note Purchase
Agreement and the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Argretelis
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stacey P. Argretelis
	 

	 	 	 	 	 	Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	Signature 7 L.P. (as Noteholder under the 2003 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	John Hancock Life Insurance Company
	 	 	As Portfolio Advisor
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Stacey P. Argretelis
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stacey P. Argretelis
	 

	 	 	 	 	 	Authorized Signatory






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	Massachusetts Mutual Life Insurance Company (as Noteholder under the 1996 Note Purchase Agreement, the 1997 Note Purchase Agreement and the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By:	 	Babson Capital Management LLC, as Investment Advisor
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ Elizabeth A. Perenick
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Elizabeth A. Perenick
	 

	 	 	 	 	 	Managing Director






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Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 
	 	 	The Northwestern Mutual Life Insurance Company
	 	 	(as Noteholder under the 1998 Note Purchase Agreement)
	 
	 	 	 	 	 	 
	 	 	By	 	/s/ David A. Barras
	 	 	 	 	 
	 

	 	 	 	Name:
	 	David A. Barras
	 

	 	 	 	 	 	Its Authorized Representative






-19-















 






Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Oceanport & Co.	 	 
	 	 	(as Noteholder under the 1998 Note Purchase
Agreement)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Bart Woodson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 Bart Woodson	 	 
	 

	 	 	 	 	 	 	 	Officer	 	 






-20-









 





Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Teachers Insurance and Annuity Association of
America	 	 
	 	 	(as Noteholder under the 1998 Note
Purchase Agreement and the 2003 Note Purchase
Agreement)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Loren S. Archibald	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Loren S. Archibald	 	 
	 

	 	 	 	 	 	 	 	Managing Director	 	 






-21-









 





Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Transamerica Occidental Life Insurance
Company	 	 
	 	 	(as Noteholder
under the 1996 Note Purchase Agreement)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Allen R. Cantrell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Allen R. Cantrell	 	 
	 

	 	 	 	 	 	 	 	Vice President	 	 






-22-









 





Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Union Central Life Insurance Company	 	 
	 	 	(as Noteholder
under the 1998 Note Purchase Agreement)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ David M. Weisenburger	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: David M. Weisenburger	 	 
	 	 	 	 	 	 	Title: Managing Director, Fixed Income	 	 






-23-









 





Accepted as of the date Omnibus written above:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	United of Omaha Life Insurance Company	 	 
	 	 	(as Noteholder
under the 1996 Note Purchase Agreement)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Curtis R. Caldwell	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Curtis R. Caldwell	 	 
	 	 	 	 	 	 	Title: Vice President	 	 






-24-









 






Consent to Omnibus Amendment No. 2




     The undersigned hereby acknowledges receipt of a counterpart original of, and consents to, the
foregoing Omnibus Amendment No. 2 dated as of February ___, 2006.



     The undersigned hereby ratifies and confirms in all respects its obligations under its
Subsidiary Guaranty in favor of the holders of the Notes.



     This Consent to Omnibus Amendment No. 2 is furnished for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by the undersigned, and the undersigned
understands and intends that the Noteholders will rely on the foregoing and that the undersigned
will be legally bound by the foregoing. This Consent to Omnibus Amendment No. 2 shall inure to the
benefit of the Noteholders and their respective successors and assigns.



     In Witness Whereof, the undersigned has executed and delivered this
Consent to Omnibus Amendment No. 2 as of February ___, 2006, pursuant to proper authority duly
granted.



	 	 	 	 	 
	 	 	[Subsidiary Guarantors]
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	Its







 









 







Schedule A




Outstanding Agreements and Outstanding Notes





	1.	 	The Note Purchase Agreement dated November 1, 1996 among the Company and each of the
institutional investors listed therein, as amended by that certain First Amendment dated
September 15, 1997, that certain Amendment No. 2 to Note Purchase Agreements dated as of July
1, 2003 and that certain Omnibus Amendment dated as of June 13, 2005 (as amended, the “1996
Note Purchase Agreement”) pursuant to which the Company issued its 7.08% Senior Notes, Series
A, due January 2, 2004, its 7.21% Senior Notes, Series B, due January 2, 2005, its 7.31%
Senior Notes, Series C, due January 2, 2007 and its 7.37% Senior Notes, Series D, due January
2, 2009.





	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	Transamerica Occidental Life Insurance
Company
	 	C	 	$8,000,000
	CUNA Mutual Life Insurance Company
	 	C	 	$3,000,000
	MetLife Investors USA Insurance Company
	 	C	 	$2,000,000
	Nationwide Life Insurance Company
	 	C	 	$4,000,000
	United of Omaha Life Insurance Company
	 	C	 	$3,000,000
	Massachusetts Mutual Life Insurance Company
	 	D	 	$7,000,000
	Massachusetts Mutual Life Insurance Company
	 	D	 	$3,000,000







	2.	 	The Note Purchase Agreement dated September 15, 1997 among the Company and each of the
institutional investors listed therein, as amended by that certain Amendment No. 1 to Note
Purchase Agreements dated as of July 1, 2003 and that certain Omnibus Amendment dated June 13,
2005 (as amended, the “1997 Note Purchase Agreement”) pursuant to which` the Company issued
its 6.76% Senior Notes, Series E, due January 2, 2002, its 7.04% Senior Notes, Series F, due
January 2, 2006 and its 7.08% Senior Notes, Series G, due January 2, 2008.




- 2 -









 











	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	Allstate Life Insurance Company
	 	G	 	$15,000,000
	Massachusetts Mutual Life Insurance Company
	 	G	 	$15,000,000






- 3 -









 







	3.	 	The Note Purchase Agreement dated October 15, 1998 among the Company and each of the
institutional investors listed therein, as amended by that certain Amendment No. 1 to Note
Purchase Agreements dated as of July 1, 2003 and that certain Omnibus Amendment dated June 13,
2005 (as amended, the “1998 Note Purchase Agreement”) pursuant to which the Company issued its
6.23% Senior Notes, Series H, due October 15, 2005, 6.37% Senior Notes, Series I, due October
15, 2006, 6.52% Senior Notes, Series J, due October 15, 2008 and 6.70% Senior Notes, Series K,
due October 15, 2010.





	 	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	American Investors Life Insurance Company
	 	I	 	 	$7,000,000
	Life Insurance Company of North America
	 	I	 	 	$3,000,000
	Connecticut General Life Insurance Company
	 	I	 	 	$6,000,000
	Oceanport & Co.
	 	I	 	 	$3,000,000
	The Union Central Life Insurance Company
	 	I	 	 	$5,000,000
	Teachers Insurance and Annuity Association
of America
	 	J	 	 	$5,000,000
	Allstate Life Insurance Company
	 	J	 	 	$10,000,000
	Hartford Life Insurance Company
	 	J	 	 	$5,000,000
	Hartford Life Insurance Company
	 	J	 	 	$5,000,000
	Berkshire Life Insurance Company of America
	 	K	 	 	$3,000,000
	John Hancock Life Insurance Company
	 	K	 	 	$2,000,000
	John Hancock Reassurance Company Ltd.
	 	K	 	 	$500,000
	John Hancock Life Insurance Company
	 	K	 	 	$10,500,000
	John Hancock Life Insurance Company
	 	K	 	 	$5,000,000
	John Hancock Life Insurance Company
	 	K	 	 	$12,500,000
	John Hancock Variable Life Insurance Company
	 	K	 	 	$1,500,000
	John Hancock Life Insurance Company
	 	K	 	 	$3,000,000
	Massachusetts Mutual Life Insurance Company
	 	K	 	 	$8,600,000
	Massachusetts Mutual Life Insurance Company
	 	K	 	 	$1,400,000






- 4 -









 






	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	The Northwestern Mutual Life Insurance
Company
	 	K	 	$30,000,000







	4.	 	The Note Purchase Agreement dated July 1, 2003 among the Company and each of the
institutional investors listed therein, as amended by that certain Omnibus Amendment dated
June 13, 2005 (the “2003 Note Purchase Agreement”) pursuant to which the Company issued its
4.87% Senior Secured Notes, Series L, due July 1, 2011 and 5.35% Senior Secured Notes, Series
M, due July 1, 2013.





	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	Teachers Insurance and Annuity Association
of America
	 	L	 	$30,000,000
	John Hancock Variable Life Insurance Company
	 	L	 	$5,000,000
	John Hancock Life Insurance Company
	 	L	 	$3,000,000
	Fort Dearborn Life Insurance Company
	 	L	 	$2,500,000
	The Guardian Insurance & Annuity Company,
Inc.
	 	L	 	$2,500,000
	Hartford Life Insurance Company
	 	L	 	$5,000,000
	Allstate Life Insurance Company of New York
	 	L	 	$3,000,000
	Allstate Life Insurance Company of New York
	 	L	 	$6,000,000
	Allstate Life Insurance Company of New York
	 	L	 	$3,000,000
	Teachers Insurance and Annuity Association
of America
	 	M	 	$30,000,000
	John Hancock Variable Life Insurance Company
	 	M	 	$10,000,000
	John Hancock Life Insurance Company
	 	M	 	$7,000,000
	The Guardian Life Insurance Company of
America
	 	M	 	$5,000,000
	The Guardian Life Insurance Company of
America

	 	M	 	$5,000,000
	The Guardian Life Insurance Company of
	 	M	 	$2,000,000






- 5 -









 






	 	 	 	 	 
	 	 	 	 	Principal Amount of
	Noteholder	 	Series	 	Outstanding Notes
	America
	 	 	 	 
	Hartford Life Insurance Company
	 	M	 	$10,000,000
	AmerUS Life Insurance Company
(AmerUS Capital Management)
	 	M	 	$3,000,000
	American Investors Life Insurance Company
	 	M	 	$1,000,000
	Signature 7 L.P.
	 	M	 	$2,000,000







- 6 -