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EXHIBIT 10.2.7
HERITAGE OPERATING, L.P.
FIFTH AMENDMENT AGREEMENT
Re: Note Purchase Agreement dated as of June 25, 1996
Note Purchase Agreement dated as of November 19, 1997
Note Purchase Agreement dated as of August 10, 2000
Dated as of
December 28, 2000
To each of the Holders named
in Schedule 1 to this Fifth
Amendment Agreement
Ladies and Gentlemen:
Reference is made to
(i) the Note Purchase Agreement dated as of June 25, 1996 (the
"Original 1996 Agreement"), among Heritage Operating, L.P., a Delaware
limited partnership (the "Company") and the Purchasers named in the
Purchaser Schedule attached thereto, as amended by a letter agreement
(the "Letter Agreement") dated July 25, 1996, a First Amendment
Agreement (the "First Amendment Agreement") dated as of October 15,
1998, a Second Amendment Agreement (the "Second Amendment Agreement")
dated as of September 1, 1999, a Third Amendment Agreement (the "Third
Amendment Agreement") dated as of May 31, 2000 and a Fourth Amendment
Agreement dated as of August 10, 2000 (the "Fourth Amendment
Agreement") (said Original 1996 Agreement, as amended by the Letter
Agreement, the First Amendment Agreement, the Second Amendment
Agreement, the Third Amendment Agreement and the Fourth Amendment
Agreement, being hereinafter referred to as the "Outstanding 1996
Agreement") under and pursuant to which the Company issued, and there
are presently outstanding, $120,000,000 aggregate principal amount of
its 8.55% Senior Secured Notes due 2011 (the "1996 Notes"); and
(ii) the Note Purchase Agreement dated as of November 19, 1997
(the "Original 1997 Agreement"), among the Company and the Purchasers
named in the Initial Purchaser Schedule attached thereto, as amended by
the First Amendment Agreement dated as of October 15, 1998, a Second
Amendment Agreement (the "Second Amendment Agreement") dated as of
September 1, 1999, a Third Amendment Agreement (the "Third Amendment
Agreement") dated as of May 31, 2000 and a Fourth Amendment Agreement
dated August 10, 2000 (the "Fourth Amendment Agreement") (said Original
1997 Agreement, as so amended by the First Amendment Agreement, the
Second Amendment Agreement, the Third Amendment Agreement and the
Fourth Amendment
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Agreement, being hereinafter referred to as the "Amended Original 1997
Agreement"), under and pursuant to which the Company issued, and there
are presently outstanding, $12,000,000 aggregate principal amount of
its 7.17% Series A Senior Secured Notes due November 19, 2009 (the
"Series A Notes") and $20,000,000 aggregate principal amount of its
7.26% Series B Senior Secured Notes due November 19, 2012 (the "Series
B Notes"), as supplemented by the First Supplemental Note Purchase
Agreement dated as of March 13, 1998 (the "First Supplemental
Agreement") among the Company and the Purchasers named in the
Supplemental Purchaser Schedule attached thereto, under and pursuant to
which (a) the Company issued $5,000,000 aggregate principal amount of
its 6.50% Series C Senior Secured Notes due March 13, 2007 (the "Series
C Notes"), $4,285,714.29 of which are presently outstanding, and (b)
the Company issued, and there are presently outstanding, (x) $5,000,000
aggregate principal amount of its 6.59% Series D Senior Secured Notes
due March 13, 2010 (the "Series D Notes") and (y) $5,000,000 aggregate
principal amount to its 6.67% Series E Senior Secured Notes due March
13, 2013 (the "Series E Notes") (the Amended Original 1997 Agreement as
supplemented by the First Supplemental Agreement is hereinafter
sometimes referred to as the "Outstanding 1997 Agreement"); and
(iii) the Note Purchase Agreement dated as of August 10, 2000
(the "Outstanding 2000 Agreement"), among the Company and the
Purchasers named in the Initial Purchaser Schedule attached thereto,
under and pursuant to which the Company issued, and there are presently
outstanding, (a) $16,000,000 aggregate principal amount of its 8.47%
Series A Senior Secured Notes due August 15, 2007 (the "2000 Series A
Notes"), (b) $32,000,000 aggregate principal amount of its 8.55% Series
B Senior Secured Notes due August 15, 2010 (the "2000 Series B Notes"),
(c) $27,000,000 aggregate principal amount of its 8.59% Series C Senior
Secured Notes due August 15, 2010 (the "2000 Series C Notes"), (d)
$58,000,000 aggregate principal amount of its 8.67% Series D Senior
Secured Notes due August 15, 2012 (the "2000 Series D Notes"), (e)
$7,000,000 aggregate principal amount of its 8.75% Series E Senior
Secured Notes due August 15, 2015 (the "2000 Series E Notes") and (f)
$40,000,000 aggregate principal amount of its 8.87% Series F Senior
Secured Notes due August 15, 2020 (the "2000 Series F Notes").
The Outstanding 1996 Agreement, the Outstanding 1997 Agreement and the
Outstanding 2000 Agreement are hereinafter sometimes collectively referred to as
the "Outstanding Agreements". The 1996 Notes, Series A Notes, Series B Notes,
Series C Notes, Series D Notes, Series E Notes, 2000 Series A Notes, 2000 Series
B Notes, 2000 Series C Notes, 2000 Series D Notes, 2000 Series E Notes and 2000
Series F Notes are hereinafter sometimes collectively referred to as the
"Outstanding Notes." Capitalized terms used herein without definition shall have
the respective meanings assigned to such terms in the Outstanding Agreements.
The Company now desires to amend certain provisions of the Outstanding
Agreements. You are the owner and holder of the Outstanding Notes set forth
opposite your name on Schedule 1 hereto. The Company hereby requests that, from
and after the satisfaction of each of the conditions to effectiveness set forth
in Article II below, said amendments shall be deemed to
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have been given and said Outstanding Agreements shall be amended in the
respects, but only in the respects, hereinafter set forth.
ARTICLE I
AMENDMENTS TO OUTSTANDING AGREEMENTS
I-A. Section 6B(ii) of each of the Outstanding Agreements is hereby
amended by deleting the reference in clause (x) of each such Section to
"$50,000,000" and inserting in lieu thereof a reference to "$65,000,000".
I-B. Section 10B of each of the Outstanding Agreements is hereby
amended by deleting the definition of "Revolving Working Capital Facility,"
contained therein and inserting in lieu thereof the following definition in the
appropriate alphabetical position:
""Revolving Working Capital Facility" shall mean the
$65,000,000 revolving credit facility of the Company provided for in
the Credit Agreement for working capital and other general partnership
purposes not to exceed $65,000,000 aggregate principal amount at any
time outstanding."
ARTICLE II
CONDITIONS OF EFFECTIVENESS
The effectiveness of this Fifth Amendment Agreement is subject to the
satisfaction of the following conditions:
(a) the Required Holders under each of the Outstanding
Agreements shall have consented to this Fifth Amendment Agreement as
evidenced by their execution thereof; and
(b) the requisite percentage of lenders under the Credit
Agreement (the "Lenders") shall have agreed to all amendments to the
Credit Agreement necessary to effect this Fifth Amendment Agreement and
a copy thereof shall have been provided to the holders of the
Outstanding Notes. In the event the Company agrees that the Lenders or
holders of any of the Outstanding Notes shall be granted any additional
or more restrictive financial or negative covenants or events of
default than the financial or negative covenants or events of default
that are imposed on the Company under the Outstanding Agreements, as
amended hereby, the Company agrees that the holders of all other
Outstanding Notes shall also be granted such more restrictive covenants
or events of defaults.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
In order to induce the holders of the Notes to enter into this Fifth
Amendment Agreement, the Company represents and warrants that (a) no Default or
Event of Default has occurred and is continuing; and (b) after giving effect to
this Fifth Amendment Agreement, no Event of Default shall have occurred.
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ARTICLE IV
MISCELLANEOUS
IV-A. If the foregoing is acceptable to you, kindly note your
acceptance in the space provided below and upon satisfaction of the conditions
to effectiveness set forth in Article II above, your consent to this Fifth
Amendment Agreement shall be deemed to have been given and the Outstanding
Agreements shall be amended as set forth above.
IV-B. This Fifth Amendment Agreement may be executed by the parties
hereto individually, or in any combination of the parties hereto in several
counterparts, all of which taken together shall constitute one and the same
Fifth Amendment Agreement.
IV-C. Except as amended hereby, all of the representations, warranties,
provisions, covenants, terms and conditions of the Outstanding Agreements shall
remain unaltered and in full force and effect and the Outstanding Agreements, as
amended hereby, are in all respects agreed to, ratified and confirmed by the
Company. The Company acknowledges and agrees that the granting of amendments
herein shall not be construed as establishing a course of conduct on the part of
the holders of the Outstanding Notes upon which the Company may rely at any time
in the future.
IV-D. Upon the effectiveness of this Fifth Amendment Agreement, each
reference in each Outstanding Agreement and in other documents describing or
referencing such Outstanding Agreement to "this Agreement," "hereunder,"
"hereof," "herein," or words of like import referring to such Outstanding
Agreement, shall mean and be a referenced to such Outstanding Agreement as
amended hereby.
[signature pages follow]
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Very truly yours,
HERITAGE OPERATING, L.P.
By: Heritage Holdings, Inc., General Partner
By: ________________________________________
Its: _______________________________________
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The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
XXXX XXXXXXX LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
XXXX XXXXXXX VARIABLE LIFE INSURANCE
COMPANY
By: ____________________________________
Its: ___________________________________
7
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
MELLON BANK, N.A., solely in its capacity as
Trustee for the Xxxx Atlantic Master Trust
(as directed by Xxxx Xxxxxxx Financial Services,
Inc.), and not in its individual capacity
By: ____________________________________
Its: ___________________________________
MELLON BANK, N.A., solely in its capacity as
Trustee for the Long-Term Investment Trust
(as directed by Xxxx Xxxxxxx Financial Services,
Inc.), and not in its individual capacity
By: ____________________________________
Its: ___________________________________
8
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
THE NORTHERN TRUST COMPANY, solely in
its capacity as Trustee of the Lucent Technologies Inc.
Master Pension Trust, and not in its individual capacity
By: Xxxx Xxxxxxx Life Insurance Company,
as Investment Manager
By: ____________________________________
Its: ___________________________________
9
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company, Inc.
its Investment Advisor
By: ____________________________________
Its: ___________________________________
10
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
PRINCIPAL LIFE INSURANCE COMPANY
(fka Principal Mutual Life Insurance Company)
By: Principal Capital Management, LLC,
its authorized signatory
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
11
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
NEW YORK LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
By: New York Life Investment Management,
its Investment Manager
By: ____________________________________
Its: ___________________________________
12
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: ____________________________________
Its: ___________________________________
13
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
KEYPORT LIFE INSURANCE COMPANY
By: Xxxxx Xxx & Xxxxxxx Incorporated, as Agent
By: ____________________________________
Its: ___________________________________
14
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
J. ROMEO & CO.
By: ____________________________________
Its: ___________________________________
15
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
PACIFIC LIFE INSURANCE COMPANY
(formerly Pacific Mutual Life Insurance Company)
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
PACIFIC LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
16
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY
By: ____________________________________
Its: ___________________________________
17
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28. 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
RELIASTAR LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
By: ____________________________________
Its: ___________________________________
18
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
PROTECTIVE LIFE INSURANCE COMPANY
(f/k/a Wisconsin National Life Insurance Company)
By: ____________________________________
Its: ___________________________________
19
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
COLUMBIA UNIVERSAL LIFE INSURANCE
COMPANY
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
20
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
ALLSTATE LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
21
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
JEFFERSON PILOT FINANCIAL INSURANCE
COMPANY
(fka Chubb Life Insurance Company of America)
By: ____________________________________
Its: ___________________________________
22
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA Investments, Inc. (authorized agent)
By: ____________________________________
Its: ___________________________________
23
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
LIFE INSURANCE COMPANY OF NORTH AMERICA
By: CIGNA Investments, Inc. (authorized agent)
By: ____________________________________
Its: ___________________________________
24
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
CLARICA LIFE INSURANCE COMPANY-U.S.
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
25
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
XX XXXXXX LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
26
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: ____________________________________
Its: ___________________________________
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The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
METROPOLITAN LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
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The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
NATIONWIDE LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
NATIONWIDE MUTUAL INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
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The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management, LLC,
a Delaware limited liability company,
its authorized signatory
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
30
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
COMMERCIAL UNION LIFE INSURANCE COMPANY OF AMERICA,
a Delaware corporation
By: Principal Capital Management, LLC,
a Delaware limited liability company,
its attorney-in-fact
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
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The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28, 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
NORTHERN LIFE INSURANCE COMPANY
By: ____________________________________
Its: ___________________________________
32
The foregoing Fifth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of December 28 2000, and the
undersigned hereby confirms that on December 28, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By: ____________________________________
Its: ___________________________________
By: ____________________________________
Its: ___________________________________
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SCHEDULE 1
PRINCIPAL AMOUNT AND
SERIES OF OUTSTANDING
NAME OF HOLDER NOTES HELD AS OF
OF OUTSTANDING NOTES DECEMBER 28, 2000
-------------------- ---------------------
Xxxx Xxxxxxx Life Insurance Company $13,000,000 1996 Notes
Xxxx Xxxxxxx Life Insurance Company $8,000,000 1996 Notes
Xxxx Xxxxxxx Variable Life Insurance Company $1,000,000 1996 Notes
Mellon Bank, N.A., Trustee for the Long-Term Investment $960,000 1996 Notes
Trust (as directed by Xxxx Xxxxxxx Life Insurance Company)
The Northern Trust Company, as Trustee of the $2,040,000 1996 Notes
Lucent Technologies, Inc. Master Pension Trust
Massachusetts Mutual Life Insurance Company $15,000,0000 1996 Notes
Principal Life Insurance Company (f/k/a $15,000,000 1996 Notes
Principal Mutual Life Insurance Company)
New York Life Insurance Company $12,500,000 1996 Notes
Teachers Insurance and Annuity Association of America $12,500,000 1996 Notes
Keyport Life Insurance Company $10,000,0000 1996 Notes
J. Romeo & Co. $3,500,0000 1996 Notes
J. Romeo & Co. $4,000,0000 1996 Notes
Pacific Life Insurance Company (f/k/a Pacific $5,500,000 1996 Notes
Mutual Life Insurance Company)
Phoenix Home Life Mutual Insurance Company $5,000,000 1996 Notes
ReliaStar Life Insurance Company $5,000,000 1996 Notes
Columbia Universal Life Insurance Company $2,000,000 1996 Notes
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PRINCIPAL AMOUNT AND
SERIES OF OUTSTANDING
NAME OF HOLDER NOTES HELD AS OF
OF OUTSTANDING NOTES DECEMBER 28, 2000
-------------------- ---------------------
Allstate Life Insurance Company $2,000,000 1996 Notes
Protective Life Insurance Company (f/k/a $3,000,000 1996 Notes
Wisconsin National Life Insurance Company)
Pacific Life Insurance Company $12,000,000 Series A Notes
Pacific Life Insurance Company $8,000,000 Series B Notes
New York Life Insurance Company $5,000,000 Series B Notes
New York Life Insurance and Annuity Corporation $7,000,000 Series B Notes
Allstate Life Insurance Company $4,285,714.29 Series C Notes
Chubb Life Insurance Company of America $5,000,000 Series D Notes
J. Romeo & Co. $5,000,000 Series E Notes
Clarica Life Insurance Company-U.S. $3,000,000 Series 2000 A Notes
Nationwide Life Insurance Company $5,000,000 Series 2000 A Notes
Nationwide Life and Annuity Insurance Company $1,000,000 Series 2000 A Notes
Nationwide Mutual Fire Insurance Company $2,000,000 Series 2000 A Notes
Nationwide Mutual Insurance Company $2,000,000 Series 2000 A Notes
Sun Life Assurance Company of Canada $1,250,000 Series 2000 A Notes
Sun Life Insurance and Annuity Company of New York $250,000 Series 2000 A Notes
CIG & Co. (on behalf of Connecticut General Life
Insurance Company) $1,000,000 Series 2000 B Notes
CIG & Co. (on behalf of Connecticut General Life
Insurance Company) $500,000 Series 2000 B Notes
CIG & Co. (on behalf of Connecticut General Life
Insurance Company) $3,500,000 Series 2000 B Notes
XXXX & Co.. (on behalf of The Guardian Life
Insurance Company of America) $7,000,000 Series 2000 B Notes
MAC & Co. (on behalf of Pacific Life Insurance Company) $15,000,000 Series 2000 B Notes
35
PRINCIPAL AMOUNT AND
SERIES OF OUTSTANDING
NAME OF HOLDER NOTES HELD AS OF
OF OUTSTANDING NOTES DECEMBER 28, 2000
-------------------- ---------------------
Reliastar Life Insurance Company $2,000,000 Series 2000 B Notes
Northern Life Insurance Company $3,000,000 Series 2000 B Notes
XXXXXXX & Co.(on behalf of XX Xxxxxx Life
Insurance Company) $27,000,000 Series 2000 C Notes
CIG & Co. (on behalf of Connecticut General
Life Insurance Company) $3,300,000 Series 2000 D Notes
CIG & Co. (on behalf of Connecticut General
Life Insurance Company) $3,000,000 Series 2000 D Notes
CIG & Co. (on behalf of Life Insurance Company
of North America) $3,200,000 Series 2000 D Notes
XXXX & Co. (on behalf of The Guardian Life
Insurance Company of America) $7,500,000 Series 2000 D Notes
Metropolitan Life Insurance Company $30,000,000 Series 2000 D Notes
Commercial Union Life Insurance Company of America $2,000,000 Series 2000 D Notes
Principal Life Insurance Company $5,000,000 Series 2000 D Notes
ReliaStar Life Insurance Company of New York $2,000,000 Series 2000 D Notes
Northern Life Insurance Company $2,000,000 Series 2000 D Notes
Principal Life Insurance Company $7,000,000 Series 2000 E Notes
Xxxx Xxxxxxx Life Insurance Company $25,000,000 Series 2000 F Notes
Xxxx Xxxxxxx Life Insurance Company $3,000,000 Series 2000 F Notes
Xxxx Xxxxxxx Variable Life Insurance Company $1,000,000 Series 2000 F Notes
Mellon Bank, N.A., Trustee for the Xxxx Atlantic
Master Trust $2,000,000 Series 2000 F Notes
Mellon Bank, N.A. Trustee under the Long-Term
Investment Trust dated October 1, 1996 $2,000,000 Series 2000 F Notes
Sun Life Assurance Company of Canada (U.S.) $5,000,000 Series 2000 F Notes
Sun Life Assurance Company of Canada $2,000,000 Series 2000 F Notes