AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT
Exhibit 4.10
Execution Copy
AMENDMENT
NO. 5 TO
MASTER NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.
WHEREAS, the Obligors and the Purchasers are parties to that certain Master Note Purchase Agreement, dated as of July 15, 2008, as amended by that certain Amendment No. 1 to Master Note Purchase Agreement dated as of July 20, 2009, Amendment No. 2 to Master Note Purchase Agreement dated as of November 24, 2010, Amendment No. 3 to Master Note Purchase Agreement dated as of October 12, 2011 and Amendment No. 4 to Master Note Purchase Agreement dated as of August 9, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”); and
WHEREAS, the Company and certain of its Subsidiaries have entered into that certain Revolving Credit and Term Loan Agreement, dated as of January 26, 2015 with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amends and restates the Bank Credit Agreement (as defined in the Purchase Agreement);
WHEREAS, the Obligors and the Required Holders pursuant to Section 17.1(a) of the Purchase Agreement desire to amend certain provisions of the Purchase Agreement to conform to certain changes to the Bank Credit Agreement;
NOW THEREFORE, in consideration of the mutual agreements contained in the Purchase Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
§1.1 Amendment to Section 10.4.1(c) of the Purchase Agreement. The figure “$50,000,000” in Section 10.4.1(c) is replaced with the figure “$100,000,000”.
§1.2 Amendment to Section 10.6 of the Purchase Agreement. Each instance of the figure “$200,000,000” in Section 10.6 is replaced with the figure “$300,000,000”.
§1.3 Amendment to Schedule B to the Purchase Agreement. The definition of Bank Credit Agreement in Schedule B is deleted and replaced with the following:
“Bank Credit Agreement” means the Revolving Credit and Term Loan Agreement, dated as of January 26, 2015, by and among the Company and certain of its Subsidiaries, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries.
§2. Representations and Warranties. Each Obligor hereby represents and warrants to the Purchasers as follows:
(a) The execution and delivery by such Obligor of this Amendment and the performance by such Obligor of its obligations and agreements under this Amendment and the Purchase Agreement as amended hereby are within the corporate authority of such Obligor, have been duly authorized by all necessary corporate proceedings on behalf of such Obligor, and do not and will not contravene any provision of law, statute, rule or regulation to which such Obligor is subject or such Obligor’s constitutive documents or of any agreement or other instrument binding upon such Obligor.
(b) Each of this Amendment and the Purchase Agreement as amended hereby constitutes the legal, valid and binding obligation of such Obligor, enforceable in accordance with its respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.
(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by such Obligor of this Amendment or the Purchase Agreement as amended hereby.
(d) Such Obligor has performed and complied in all material respects with all terms and conditions herein and in the Purchase Agreement required to be performed or complied with by such Obligor prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions hereof, there exists no Default or Event of Default.
§3. Conditions Precedent. This Amendment shall become effective as of the date on which all of the following shall have occurred (and shall not be effective until the date on which all of the following shall have occurred): each of the Obligors and the Required Holders shall have duly executed and delivered a copy of this Amendment.
§4. Miscellaneous Provisions.
(a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Purchase Agreement and the Notes shall remain unchanged and in full force and effect. It is declared and agreed by each of the parties hereto that the Purchase Agreement and the Notes, as amended hereby, shall continue in full force and effect, and that this Amendment and the Purchase Agreement shall be read and construed as a single instrument.
(b) The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this Amendment shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Purchase Agreement or any Note, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Purchasers may now have or may have in the future under or in connection with the Purchase Agreement or the Notes, except as specifically set forth herein.
(c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the parties to the same extent as original signatures.
§5. Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
THE OBLIGORS:
ACE SOLID WASTE, INC.
ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.
ALASKA WASTE-INTERIOR, LLC
ALASKA WASTE-KENAI PENINSULA, LLC
ALASKA WASTE MAT-SU, LLC
AMERICAN DISPOSAL COMPANY, INC.
▇▇▇▇▇▇▇▇ COUNTY LANDFILL, INC.
▇▇▇▇▇▇▇▇ REGIONAL LANDFILL, LLC
ARKANSAS RECLAMATION COMPANY, LLC
AUSTIN LANDFILL HOLDINGS, INC.
BISON BUTTE ENVIRONMENTAL, LLC
BITUMINOUS RESOURCES, INC.
▇▇▇▇▇ RUN LANDFILL, INC.
BROADACRE LANDFILL, INC.
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
CALPET, LLC
CAMINO REAL ENVIRONMENTAL CENTER, INC.
CAPITAL REGION LANDFILLS, INC.
▇▇▇▇▇▇▇▇▇ WASTE HOLDINGS, LLC
▇▇▇▇▇▇▇▇ DEVELOPMENT OF NORTH CAROLINA, INC.
CHIMNEY BUTTE ENVIRONMENTAL L.L.C.
▇▇▇▇▇▇▇▇ CANYON, INC.
▇▇▇▇▇▇▇▇ CANYON, LLC
CLAY BUTTE ENVIRONMENTAL, LLC
▇▇▇▇▇▇▇ ORGANICS, LLC
COLD CANYON LAND FILL, INC.
COLUMBIA RESOURCE CO., L.P.
COLUMBIA RIVER DISPOSAL, INC.
COMMUNITY REFUSE DISPOSAL INC.
CONTRACTORS WASTE SERVICES, INC.
CORRAL DE ▇▇▇▇▇▇ LAND COMPANY
COUNTY WASTE -- ULSTER, LLC
COUNTY WASTE AND RECYCLING SERVICE, INC.
COUNTY WASTE TRANSFER CORP.
CRI HOLDINGS, LLC
▇▇▇▇▇ TRANSFER & RECYCLING, INC.
CWI ACQUISITION, LLC
▇. ▇. DISPOSAL CO., INC.
DELTA CONTRACTS, LLC
DENVER REGIONAL LANDFILL, INC.
DIVERSIFIED BUILDINGS, L.L.C.
EAGLE FORD RECLAMATION COMPANY, LLC
EL PASO DISPOSAL, ▇▇
▇▇▇▇ SANITATION COMPANY
EMPIRE DISPOSAL, INC.
ENTECH ALASKA LLC
ENVIRONMENTAL TRUST COMPANY
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
EVERGREEN DISPOSAL, INC.
▇▇▇▇▇▇-BUTTES LIMITED PARTNERSHIP
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
FORT ▇▇▇ TRANSFER STATION, LLC
FRONT RANGE LANDFILL, INC.
G & P DEVELOPMENT, INC.
GBUSA HOLDINGS, LLC
GOD BLESS THE USA, INCORPORATED
GREEN WASTE SOLUTIONS OF ALASKA, LLC
▇▇▇▇▇▇ SANITATION, INC.
▇▇▇▇▇▇ ▇▇▇▇▇ ENTERPRISES, INCORPORATED
HIGH DESERT SOLID WASTE FACILITY, INC.
▇▇▇▇▇▇ VALLEY WASTE HOLDING, INC.
ISLAND DISPOSAL, INC.
J BAR J LAND, INC.
LACASSINE HOLDINGS, L.L.C.
LAKESHORE DISPOSAL, INC.
▇▇▇▇▇▇ ▇▇▇▇▇ LANDFILL, L.L.C.
LEALCO, INC.
LFC, INC.
LIGHTNING BUTTE ENVIRONMENTAL, LLC
LOUISIANA RECLAMATION COMPANY, L.L.C.
MADERA DISPOSAL SYSTEMS, INC.
MAMMOTH DISPOSAL COMPANY
MANAGEMENT ENVIRONMENTAL NATIONAL, INC.
▇▇▇▇▇ COUNTY GARBAGE CO., INC.
MBO, LLC
MDSI OF LA, INC.
MILLENNIUM WASTE INCORPORATED
MISSION COUNTRY DISPOSAL
MORRO BAY GARBAGE SERVICE
▇▇▇▇▇▇’▇ DISPOSAL COMPANY, INC.
NEBRASKA ECOLOGY SYSTEMS, INC.
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
NORTHWEST CONTAINER SERVICES, INC.
OKLAHOMA CITY WASTE DISPOSAL, INC.
OKLAHOMA LANDFILL HOLDINGS, INC.
OSAGE LANDFILL, INC.
▇▇▇▇▇▇ COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC
POTRERO HILLS LANDFILL, INC.
PRAIRIE DISPOSAL, LLC
PRAIRIE LIQUIDS, LLC
PSI ENVIRONMENTAL SERVICES, INC.
PSI ENVIRONMENTAL SYSTEMS, INC.
▇.▇. ▇▇▇▇▇▇▇▇▇ INVESTMENTS, INC.
R.J.C. TRUCKING CO.
R360 ARTESIA, LLC
R360 CLACO, LLC
R360 ENVIRONMENTAL SOLUTIONS, LLC
R360 ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.
R360 ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC
R360 ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC
R360 ES HOLDINGS, INC.
R360 ▇▇▇▇▇▇▇▇▇, LLC
R360 LOGISTICS, LLC
R360 OKLAHOMA, LLC
R360 PERMIAN BASIN, LLC
R360 RED BLUFF, LLC
R360 ▇▇▇▇▇ CREEK, LLC
R360 SILO, LLC
R360 WILLISTON BASIN, LLC
RAILROAD AVENUE DISPOSAL, LLC
RED CARPET LANDFILL, INC.
RENSSELAER REGION LANDFILLS, INC.
RH FINANCIAL CORPORATION
RICH VALLEY, LLC
RKS HOLDING, CORP.
▇.▇. ▇▇▇▇ & COMPANY, LLC
SAN ▇▇▇▇ GARBAGE COMPANY
SANIPAC, INC.
▇▇▇▇▇ SOLID WASTE DISPOSAL COMPANY
▇▇▇▇▇ WASTE SERVICES, LLC
SEABREEZE RECOVERY, INC.
SECTION 18, LLC
SEDALIA LAND COMPANY
SHALE GAS SERVICES, LLC
SIERRA HOLDING GROUP, LLC
SIERRA PROCESSING, LLC
SILVER SPRINGS ORGANICS L.L.C.
SJ RECLAMATION, INC.
SKB (AUSTIN) ENVIRONMENTAL, LLC
SKB ENVIRONMENTAL, INC.
SKB RECYCLING, LLC
SMOKY BUTTE ENVIRONMENTAL, LLC
SOUTH COUNTY SANITARY SERVICE, INC.
STERLING AVENUE PROPERTIES, LLC
▇▇▇▇▇▇▇▇ REFUSE DISPOSAL INC.
TACOMA RECYCLING COMPANY, INC.
TENNESSEE WASTE MOVERS, INC.
THUNDER BUTTE ENVIRONMENTAL, LLC
US LIQUIDS OF LA, ▇.▇.
▇▇▇▇▇▇▇▇ SANITATION, L.L.C.
WASCO COUNTY LANDFILL, INC.
WASTE CONNECTIONS MANAGEMENT SERVICES, INC.
WASTE CONNECTIONS OF ALABAMA, INC.
WASTE CONNECTIONS OF ALASKA, INC.
WASTE CONNECTIONS OF ARIZONA, INC.
WASTE CONNECTIONS OF ARKANSAS, INC.
WASTE CONNECTIONS OF CALIFORNIA, INC.
WASTE CONNECTIONS OF COLORADO, INC.
WASTE CONNECTIONS OF GEORGIA, INC.
WASTE CONNECTIONS OF IDAHO, INC.
WASTE CONNECTIONS OF ILLINOIS, INC.
WASTE CONNECTIONS OF IOWA, INC.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
WASTE CONNECTIONS OF KANSAS, INC.
WASTE CONNECTIONS OF KENTUCKY, INC.
WASTE CONNECTIONS OF ▇▇▇▇▇▇▇, LLC
WASTE CONNECTIONS OF LOUISIANA, INC.
WASTE CONNECTIONS OF MINNESOTA, INC.
WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC
WASTE CONNECTIONS OF MISSISSIPPI, INC.
WASTE CONNECTIONS OF MONTANA, INC.
WASTE CONNECTIONS OF NEBRASKA, INC.
WASTE CONNECTIONS OF NEW MEXICO, INC.
WASTE CONNECTIONS OF NORTH CAROLINA, INC.
WASTE CONNECTIONS OF NORTH DAKOTA, INC.
WASTE CONNECTIONS OF OKLAHOMA, INC.
WASTE CONNECTIONS OF OREGON, INC.
WASTE CONNECTIONS OF SOUTH CAROLINA, INC.
WASTE CONNECTIONS OF SOUTH DAKOTA, INC.
WASTE CONNECTIONS OF TENNESSEE, INC.
WASTE CONNECTIONS OF TEXAS, LLC
WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC.
WASTE CONNECTIONS OF UTAH, INC.
WASTE CONNECTIONS OF WASHINGTON, INC.
WASTE CONNECTIONS OF WYOMING, INC.
WASTE CONNECTIONS TRANSPORTATION COMPANY, INC.
WASTE REDUCTION SERVICES, L.L.C.
WASTE SERVICES OF N.E. MISSISSIPPI, INC.
WASTE SOLUTIONS GROUP OF SAN ▇▇▇▇▇▇, LLC
WCI AUSTIN LANDFILL, LLC
WCI-WHITE OAKS LANDFILL, INC.
WEST BANK ENVIRONMENTAL SERVICES, INC.
WEST COAST RECYCLING AND TRANSFER, INC.
WYOMING ENVIRONMENTAL SERVICES, INC.
YAKIMA WASTE SYSTEMS, INC.
| By: | /s/ Worthing ▇. ▇▇▇▇▇▇▇ | |
| Name: Worthing ▇. ▇▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer |
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
METROPOLITAN LIFE INSURANCE COMPANY
We
acknowledge that we hold $35,000,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
We
acknowledge that we hold $65,000,000 5.25% Series 2009A Senior Notes
due November 1, 2019.
We acknowledge that we hold $23,500,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
We acknowledge that we hold $1,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.
GENERAL AMERICAN LIFE INSURANCE COMPANY
| By: | METROPOLITAN LIFE INSURANCE COMPANY, its | |
| investment manager | ||
We
acknowledge that we hold $10,000,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
METLIFE INSURANCE COMPANY USA
f/k/a MetLife Insurance Company of Connecticut
and as Successor by Merger to
MetLife Investors USA Insurance Company
| By: | METROPOLITAN LIFE INSURANCE COMPANY, its | |
| investment manager | ||
We
acknowledge that we hold $20,000,000 5.25% Series 2009A Senior Notes
due November 1, 2019 (formerly held in the name of MetLife Investors USA Insurance Company).
We acknowledge that we hold $1,000,000 4.64% Series 2011A Senior Notes, Tranche A, due April 1, 2016 (formerly held in the name of MetLife Insurance Company of Connecticut).
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
UNION FIDELITY LIFE INSURANCE COMPANY
| By: | METLIFE INVESTMENT MANAGEMENT, LLC, its | |
| investment adviser | ||
We acknowledge that we hold $5,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.
We acknowledge that we hold $8,000,000 5.25% Series 2009A Senior Notes due November 1, 2019.
EMPLOYERS REASSURANCE CORPORATION
| By: | METLIFE INVESTMENT MANAGEMENT, LLC, its | |
| investment adviser | ||
We acknowledge that we hold $10,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.
| By: | /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
| By: | NYL INVESTORS LLC, its Investment Manager | |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Title: Director | ||
We
acknowledge that we hold $12,500,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
We
acknowledge that we hold $51,000,000 5.25% Series 2009A Senior Notes
due November 1, 2019.
NEW YORK LIFE INSURANCE COMPANY
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Title: Corporate Vice President | ||
We
acknowledge that we hold $17,500,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
We
acknowledge that we hold $24,000,000 5.25% Series 2009A Senior Notes
due November 1, 2019.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY
| By: | PPM AMERICA, INC., as attorney-in-fact | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Assistant Vice President | ||
We
acknowledge that we hold $45,000,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
We
acknowledge that we hold $36,800,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
| By: | PRUDENTIAL INVESTMENT MANAGEMENT, INC., as | |
| investment manager | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
We
acknowledge that we hold $8,200,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
PHYSICIANS LIFE INSURANCE COMPANY
| By: | Prudential Private Placement Investors, L.P., as Investment Advisor | |
| By: | Prudential Private Placement Investors, Inc., as its General Partner | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
We acknowledge that we hold $1,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
AMERICAN UNITED LIFE INSURANCE COMPANY
| By: | AMERICAN UNITED LIFE INSURANCE COMPANY, | |
| its agent | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: VP, Private Placements | ||
We
acknowledge that we hold $6,000,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
THE STATE LIFE INSURANCE COMPANY
| By: | AMERICAN UNITED LIFE INSURANCE COMPANY, | |
| its agent | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: VP, Private Placements | ||
We
acknowledge that we hold $3,500,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
PIONEER MUTUAL LIFE INSURANCE COMPANY
| By: | AMERICAN UNITED LIFE INSURANCE COMPANY, | |
| its agent | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: VP, Private Placements | ||
We
acknowledge that we hold $500,000 6.22% Series 2008A Senior Notes
due October 1, 2015.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
| By: | BABSON CAPITAL MANAGEMENT LLC, as | |
| investment advisor | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
We acknowledge that we hold $24,200,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.
C.M. LIFE INSURANCE COMPANY
| By: | BABSON CAPITAL MANAGEMENT LLC, as | |
| investment advisor | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Managing Director | ||
We acknowledge that we hold $3,800,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
HARTFORD LIFE INSURANCE COMPANY
| By: | HARTFORD INVESTMENT MANAGEMENT COMPANY, | |
| its agent and attorney-in-fact | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
We acknowledge that we hold $12,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
We acknowledge that we hold $2,000,000 5.25% Series 2009A Senior Notes due November 1, 2019.
HARTFORD CASUALTY INSURANCE COMPANY
| By: | HARTFORD INVESTMENT MANAGEMENT COMPANY, | |
| its agent and attorney-in-fact | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
We acknowledge that we hold $13,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
| By: | HARTFORD INVESTMENT MANAGEMENT COMPANY, | |
| its agent and attorney-in-fact | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
We acknowledge that we hold $9,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
| By: | HARTFORD INVESTMENT MANAGEMENT COMPANY, | |
| its agent and attorney-in-fact | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
We acknowledge that we hold $3,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
HARTFORD FIRE INSURANCE COMPANY
| By: | HARTFORD INVESTMENT MANAGEMENT COMPANY, | |
| its agent and attorney-in-fact | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
We acknowledge that we hold $5,000,000 5.25% Series 2009A Senior Notes
due November 1, 2019.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
RIVERSOURCE LIFE INSURANCE COMPANY
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Vice President - Investments | ||
We acknowledge that we hold $19,500,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.
We acknowledge that we hold $11,000,000 4.00% Series 2011A Senior Notes, Tranche B, Due April 1, 2018.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
KNIGHTS OF COLUMBUS
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: VP | ||
We acknowledge that we hold $5,000,000 4.00% Series 2011A Senior Notes, Tranche B, Due April 1, 2018.
We acknowledge that we hold $12,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
MODERN WOODMEN OF AMERICA
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: Group Head, Private Placements | ||
We acknowledge that we hold $16,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.
| [Signature page to Amendment No. 5 to Master Note Purchase Agreement] |
PURCHASERS:
THE PHOENIX INSURANCE COMPANY
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
We acknowledge that we hold $16,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.