1
FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
As of May 24, 2001
To Each of the Purchasers
Named in the Supplemental
Purchaser Schedule Attached Hereto
Ladies and Gentlemen:
Reference is made to that certain Note Purchase Agreement dated as of
August 10, 2000 between the Company and each of the Initial Purchasers named in
the Initial Purchaser Schedule attached thereto (the "Agreement"). Terms used
but not defined herein shall have the respective meanings set forth in the
Agreement.
As contemplated in Section 2B of the Agreement, the Company agrees with
you as follows:
A. Subsequent Series of Notes. The Company will create Subsequent
Series of Notes to be called the "Series G Notes", "Series H Notes" and "Series
I Notes", respectively (collectively, the "Subsequent Notes").
(i) Said Series G Notes will be dated the date of issue; will
bear interest from such date at the rate of 7.21% per annum, payable
quarterly on the 15th day of each February, May, August and November in
each year (commencing August 15, 2001) until the principal amount
thereof shall become due and payable and shall bear interest on overdue
principal (including any overdue optional prepayment of principal) and
premium, if any, and, to the extent permitted by law, on any overdue
installment of interest at the rate specified therein after the date
due for payment, whether by acceleration or otherwise, until paid; will
be expressed to mature on May 15, 2008; and will be substantially in
the form attached to the Agreement as Exhibit A-7 with the appropriate
insertions to reflect the terms and provisions set forth above.
(ii) Said Series H Notes will be dated the date of issue; will
bear interest from such date at the rate of 7.89% per annum, payable
quarterly on the 15th day of each February, May, August and November in
each year (commencing August 15, 2001) until the principal amount
thereof shall become due and payable and shall bear interest on overdue
principal (including any overdue optional prepayment of principal) and
premium, if any, and, to the extent permitted by law, on any overdue
installment of interest at the rate specified therein after the date
due for payment, whether by acceleration or otherwise, until paid; will
be expressed to mature on May 15, 2016; and will be substantially in
the form attached to the Agreement as Exhibit A-7 with the appropriate
insertions to reflect the terms and provisions set forth above.
2
(iii) Said Series I Notes will be dated the date of issue;
will bear interest from such date at the rate of 7.99% per annum,
payable quarterly on the 15th day of each February, May, August and
November in each year (commencing August 15, 2001) until the principal
amount thereof shall become due and payable and shall bear interest on
overdue principal (including any overdue optional prepayment of
principal) and premium, if any, and, to the extent permitted by law, on
any overdue installment of interest at the rate specified therein after
the date due for payment, whether by acceleration or otherwise, until
paid; will be expressed to mature on May 15, 2013; and will be
substantially in the form attached to the Agreement as Exhibit A-7 with
the appropriate insertions to reflect the terms and provisions set
forth above.
B. Purchase and Sale of Series G Notes, Series H Notes and Series I
Notes. The Company hereby agrees to sell to each Supplemental Purchaser set
forth on the Supplemental Purchaser Schedule attached hereto (collectively, the
"Supplemental Purchasers") and, subject to the terms and conditions in the
Agreement and herein set forth, each Supplemental Purchaser agrees to purchase
from the Company the aggregate principal amount of the Series G Notes, Series H
Notes or Series I Notes set opposite each Supplemental Purchaser's name in the
Supplemental Purchaser Schedule at 100% of the aggregate principal amount. The
sale of the Series G Notes, Series H Notes and Series I Notes shall take place
at the offices of Winston & ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ at 10:00 a.m. Chicago time, at a closing (the "Supplemental Closing") on
May 24, 2001, or such other date as shall be agreed upon by the Company and each
Supplemental Purchaser. At the Supplemental Closing the Company will deliver to
each Supplemental Purchaser one or more Series G Notes, Series H Notes or Series
I Notes, as the case may be, registered in such Supplemental Purchaser's name
(or in the name of its nominee), evidencing the aggregate principal amount of
Series G Notes, Series H Notes or Series I Notes to be purchased by said
Supplemental Purchaser and in the denomination or denominations specified with
respect to such Supplemental Purchaser in the Supplemental Purchaser Schedule
attached hereto against payment of the purchase price thereof by transfer of
immediately available funds for credit to the Company's account on the date of
the Supplemental Closing (the "Supplemental Closing Date") (as specified in a
notice to each Supplemental Purchaser at least three Business Days prior to the
Supplemental Closing Date).
C. Conditions of Supplemental Closing. The obligation of each
Supplemental Purchaser to purchase and pay for the Series G Notes, Series H
Notes or Series I Notes to be purchased by such purchaser hereunder on the
Supplemental Closing Date is subject to the satisfaction, on or before such
Supplemental Closing Date, of the conditions set forth in Section 3 of the
Agreement.
D. Prepayments. The Subsequent Notes shall be subject to prepayment
only (a) pursuant to the required prepayments, if any, specified in clause (x)
below, and in Section 4C of the Agreement; and (b) pursuant to the optional
prepayments permitted by Section 4B of the Agreement.
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(x) Required Prepayments; Maturity.
(i) Series G Notes. Until the Series G Notes shall be
paid in full, the Company shall apply to the
prepayment of the Series G Notes, without premium,
the designated amounts of principal set forth below
(or, if less, the principal amount of the Series G
Notes as shall at the time be outstanding) on May 15
in each of the years set forth below, together with
interest thereon to the prepayment dates, provided,
however, that if the Company shall prepay all or any
portion of the Notes pursuant to Section 4B or 4C, or
acquire any Series G Notes pursuant to the provisions
of Section 4H, each of the principal amount payable
at maturity and the principal amount of each required
prepayment of the Series G Notes becoming due under
this clause (x) on and after the date of such
prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount
of the Series G Notes is reduced as a result of such
prepayment or acquisition:
PRINCIPAL AMOUNT YEAR OF
TO BE PREPAID PREPAYMENT
------------- ----------
$5,300,000 2004
$5,300,000 2005
$5,300,000 2006
$5,300,000 2007
$5,300,000 2008
The remaining outstanding principal amount of the
Series G Notes, together with all interest accrued on
the Series G Notes shall become due and payable on
May 15, 2008.
(ii) Series H Notes. Until the Series H Notes shall be
paid in full, the Company shall apply to the
prepayment of the Series H Notes, without premium,
the designated amounts of principal set forth below
(or, if less, the principal amount of the Series H
Notes as shall at the time be outstanding) on May 15
in each of the years set forth below, together with
interest thereon to the prepayment dates, provided,
however, that if the Company shall prepay all or any
portion of the Notes pursuant to Section 4B or 4C, or
acquire any Series H Notes pursuant to the provisions
of Section 4H, each of the principal amount payable
at maturity and the principal amount of each required
prepayment of the Series H Notes becoming due under
this clause (x) on and after the date of such
prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount
of the Series H Notes is reduced as a result of such
prepayment or acquisition:
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PRINCIPAL AMOUNT YEAR OF
TO BE PREPAID PREPAYMENT
------------- ----------
$2,500,000 2006
$2,500,000 2007
$2,500,000 2008
$2,500,000 2009
$2,500,000 2010
$2,500,000 2011
$2,500,000 2012
$2,500,000 2013
$2,500,000 2014
$2,500,000 2015
$2,500,000 2016
The remaining outstanding principal amount of the
Series H Notes, together with all interest accrued on
the Series H Notes shall become due and payable on
May 15, 2016.
(iii) Series I Notes. The Series I Notes are not subject to
required prepayments prior to their maturity date.
The outstanding principal amount of the Series I
Notes, together with all interest accrued on the
Series I Notes shall become due and payable on May
15, 2013.
(y) Optional and Contingent Prepayments. As provided in
Sections 4B and 4C of the Agreement.
E. Subsequent Notes Issued under and Pursuant to Agreement. Except as
specifically provided above, the Subsequent Notes shall be deemed to be issued
under, to be subject to and to have the benefit of all of the terms and
provisions of the Agreement as the same may from time to time be amended and
supplemented in the manner provided therein.
F. Waiver and Consent regarding certain Sections of Agreement. By its
purchase and acceptance of any of the Series G Notes, Series H Notes or Series I
Notes, each Supplemental Purchaser shall be deemed to have consented to the
acquisition by the Company of certain of the assets of Earth America Company
(the "Acquisition") for a purchase price, payable in cash and/or earn out
options, in an amount not to exceed $29,000,000 and the operation by the Company
of the business acquired in the Acquisition, which operation shall include,
without limitation, selling (at the Company's discretion) certain assets
purchased in the Acquisition and providing financial support therefor (the
activities described above referred to herein, collectively, as the "Acquisition
Transactions"), and each Supplemental Purchaser shall be deemed to have (i)
waived the restrictions set forth in Section 6E(v)(iii) and Section 6G of the
Agreement to the extent necessary to permit the Company to make Investments from
time to time in respect of the Acquisition Transactions and sell certain assets
acquired in connection therewith and (ii) consented and agreed that (x) no
portion of such Investments shall be counted for purposes of computing the
aggregate amounts of Investments under Section 6E(v)(iii) and (y) no sales of
such assets shall be counted for purposes of computing the aggregate amounts of
Asset Sales under Section 6G.
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The execution hereof by the Supplemental Purchasers shall constitute a
contract among the Company and the Supplemental Purchasers for the uses and
purposes hereinabove set forth. By their acceptance hereof, each of the
Supplemental Purchasers shall also be deemed to have accepted and agreed to the
terms and provisions of the Agreement, as in effect on the date hereof.
HERITAGE OPERATING, L.P.
By Heritage Holdings, Inc., General Partner
By
------------------------------------------
Its
6
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
7
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
8
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
MELLON BANK, N.A., solely in its capacity as Trustee for the ▇▇▇▇ Atlantic
Master Trust (as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company), and not in
its individual capacity
By:
--------------------------------------------------
Name:
Title:
9
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
INVESTORS PARTNER LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
10
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
11
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
METROPOLITAN LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
12
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
13
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
14
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
C.M. LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
15
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT
The foregoing Agreement is
hereby accepted as of the
date first above written.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:
--------------------------------------------------
Name:
Title:
16
SUPPLEMENTAL PURCHASER SCHEDULE
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Notes or other obligations in H $9,250,000(1)
accordance with the provisions thereof shall be made by bank wire
transfer of immediately available funds for credit, not later than $2,000,000
12 noon, Boston time, to:
Fleet Boston
ABA No. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Account of: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
Private Placement Collection Account
Account No. 541-55417
On Order of: Heritage Operating, L.P.
PPN Number: [Insert]
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to ▇▇▇▇ ▇▇▇▇▇▇▇ Life
Insurance Company
(2) Contemporaneous with the above wire transfer, advice setting forth:
(a) the full name, interest rate and maturity date of the Notes or
other obligations;
(b) allocation of payment between principal and interest and any
special payment; and
(c) name and address of Bank (or Trustee) from which wire transfer was
sent shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division, B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
----------
(1) ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company is requesting two (2) Series H
Senior Secured Notes of $9,250,000 and $2,000,000.
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(3) All notices with respect to prepayments, both scheduled and
unscheduled, whether partial or in full, and notice of maturity shall
be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division, B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) All other communications which shall include, but not be limited to,
financial statements and certificates of compliance with financial
covenants, shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Bond and Corporate Finance Group, T-57
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) A copy of any notices relating to change in issuer's name, address or
principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Division, T-30
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(6) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(7) All Notes are to be sent for receipt the day after the closing to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇-▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇, Esq.
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(8) Promptly after the closing (but no later than one week thereafter), one
(1) fully executed original counterpart of the Purchase Agreement (i.e.
Note Purchase Agreement, Securities Purchase Agreement, Loan Agreement,
Participation Agreement, etc.) is to be sent to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Paralegal Unit, T-30
(9) Promptly after the closing (but no later than 2 months thereafter) we
require one (1) set of original closing documents AND five (5) sets of
conformed copies of the principal operative documents are to be sent
to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Paralegal Unit,
T-30
NOTE: If more than one ▇▇▇▇▇▇▇ or advisory account is participating in
this transaction, the requirements set forth in (9) only need to be
fulfilled once (i.e., please don't send 5 conformed copies for each
participating account) except where otherwise noted.
19
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Notes or other obligations in H $1,500,000
accordance with the provisions thereof shall be made by bank wire
transfer of immediately available funds for credit, not later than
12 noon, Boston time, to:
Fleet Boston
ABA No. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Account of: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
Private Placement Collection Account
Account No. 541-55417
On Order of: Heritage Operating, L.P.
PPN Number: [insert]
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to ▇▇▇▇ ▇▇▇▇▇▇▇ Variable
Life Insurance Company
(2) Contemporaneous with the above wire transfer, advice setting forth:
(a) the full name, interest rate and maturity date of the Notes or
other obligations;
(b) allocation of payment between principal and interest and any
special payment; and
(c) name and address of Bank (or Trustee) from which wire transfer was
sent shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division, B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
20
(3) All notices with respect to prepayments, both scheduled and
unscheduled, whether partial or in full, and notice of maturity shall
be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) All other communications which shall include, but not be limited to,
financial statements and certificates of compliance with financial
covenants, shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Bond and Corporate Finance Group, T-57
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) A copy of any notices relating to change in issuer's name, address or
principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Division, T-30
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(6) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(7) All Notes are to be sent for receipt the day after the closing to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇-▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇, Esq.
21
(8) Promptly after the closing (but no later than one week thereafter), one
(1) fully executed original counterpart of the Purchase Agreement (i.e.
Note Purchase Agreement, Securities Purchase Agreement, Loan Agreement,
Participation Agreement, etc.) is to be sent to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Investment Law Paralegal Unit, T-30
(9) Promptly after the closing (but no later than 2 months thereafter) we
require one (1) set of original closing documents AND five (5) sets of
conformed copies of the principal operative documents are to be sent
to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Paralegal Unit,
T-30
NOTE: If more than one ▇▇▇▇▇▇▇ or advisory account is participating in
this transaction, the requirements set forth in (9) only need to be
fulfilled once (i.e., please don't send 5 conformed copies for each
participating account) except where otherwise noted.
22
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
MELLON BANK, N.A., TRUSTEE FOR THE ▇▇▇▇ ATLANTIC MASTER TRUST SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Notes or other obligations in H $2,000,000
accordance with the provisions thereof shall be made by bank wire
transfer of immediately available funds for credit, not later than
12 noon, Boston time, to:
Boston Safe Deposit and Trust Company
ABA No. ▇▇▇▇▇▇▇▇▇
Account No: DDA: 125261
Ref: ▇▇▇▇ Atlantic Master Trust:
NYXF 1783332
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to Mellon Bank, N.A., as
Trustee for the ▇▇▇▇ Atlantic Master Trust
(2) Contemporaneous with the above wire transfer, advice setting forth:
(a) the full name, interest rate and maturity date of the Notes or
other obligations;
(b) allocation of payment between principal, interest and any special
payment; and
(c) name and address of Bank (or Trustee) from which wire transfer was
sent, shall be delivered or faxed AND mailed to:
Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3610
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Principal & Interest Unit
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
23
(3) All notices with respect to prepayments, both scheduled and
unscheduled, whether partial or in full, and notice of maturity shall
be delivered or faxed AND mailed to:
Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3610
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Principal & Interest Unit
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) All other communications which shall include, but not be limited to,
financial statements and certificates of compliance with financial
covenants, shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Bond and Corporate Finance
Group, T-57
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) A copy of any notices relating to change in issuer's name, address or
principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Division, T-30
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(6) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(7) All Notes are to be sent the day after the closing to:
Mellon Securities Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇ Teller Window
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Ref.: ▇▇▇▇ Atlantic Master Trust
Account No. NYXF ▇▇▇▇▇▇▇
24
(8) Promptly after the closing (but no later than one week thereafter), one
(1) fully executed original counterpart of the Purchase Agreement (i.e.
Note Purchase Agreement, Securities Purchase Agreement, Loan Agreement,
Participation Agreement, etc.) is to be sent to:
Mellon Bank, N.A.
One Mellon Bank Center, Room 151-1935
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
(9) Promptly after closing (but no later than 2 months thereafter), one (1)
set of original closing documents and four (4) sets of conformed copies
of the principal operative documents are to be sent to:
Mellon Bank, N.A.
One Mellon Bank Center, Room 151-1935
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
25
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
INVESTORS PARTNER LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
H $250,000
(1) All payments on account of the Notes or other obligations in accordance
with the provisions thereof shall be made by bank wire transfer of
immediately available funds for credit, not later than 12 noon, Boston
time, to:
Fleet Boston
ABA No. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Account of: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
Private Placement Collection Account
Account No.:541-55417
On Order of: Heritage Operating, L.P.
PPN Number: [Insert}
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to Investors Partner Life
Insurance Company
(2) Contemporaneous with the above wire transfer, advice setting forth:
(a) the full name, interest rate and maturity date of the Notes or
other obligations;
(b) allocation of payment between principal and interest and any
special payment; and
(c) name and address of Bank (or Trustee) from which wire transfer was
sent shall be delivered or faxed AND mailed to:
Investors Partner Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
26
(3) All notices with respect to prepayments, both scheduled and
unscheduled, whether partial or in full, and notice of maturity shall
be delivered or faxed AND mailed to:
Investors Partner Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Division, B-3
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) All other communications which shall include, but not be limited to,
financial statements and certificates of compliance with financial
covenants, shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Bond and Corporate Finance Group, T-57
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) A copy of any notices relating to change in issuer's name, address or
principal place of business or location of collateral and a copy of any
legal opinions shall be delivered or faxed AND mailed to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Division, T-30
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(6) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(7) All Notes are to be sent for receipt the day after the closing to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇-▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇, Esq.
27
(8) Promptly after the closing (but no later than one week
thereafter), one (1) fully executed original counterpart of the
Purchase Agreement (i.e. Note Purchase Agreement, Securities
Purchase Agreement, Loan Agreement, Participation Agreement, etc.)
is to be sent to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Paralegal Unit, T-30
(9) Promptly after the closing (but no later than 2 months thereafter) we
require one (1) set of original closing documents AND five (5) sets of
conformed copies of the principal operative documents are to be sent
to:
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Law Paralegal Unit,
T-30
NOTE: If more than one ▇▇▇▇▇▇▇ or advisory account is participating in
this transaction, the requirements set forth in (9) only need to be
fulfilled once (i.e.: please don't send 5 conformed copies for each
participating account) except where otherwise noted.
28
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS ▇▇▇▇▇▇▇ & CO.) SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be by bank wire I $4,000,000
transfer of Federal or other immediately available funds to:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SWIFT Code: BKTR US 33
ABA No. ▇▇▇▇▇▇▇▇▇
Account No. ▇▇-▇▇▇-▇▇▇
FCC No: 097817
7.99% Series I Senior Secured Notes due May 15, 2013 in the aggregated
principal amount of 16,000,000 and payable to General Electric Capital
Assurance Company (nominee is ▇▇▇▇▇▇▇ & Co.) On Order of:Heritage
Operating, L.P.
PPN Number: [Insert}
(2) Physical Delivery of the Notes:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Stop 4042, Window ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Account No. 097817
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(3) All notices with respect to payments and written confirmation of each
such payment to be addressed as follows:
GE Financial Assurance
Account: GECA LTC
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
29
(4) All other notices and communications, including original note purchase
agreement, conformed copy of the note agreement, amendment requests,
and financial statements, to be addressed as follows:
GE Financial Assurance
Account: GECA LTC
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Dept., Private Placements
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
30
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS ▇▇▇▇▇▇▇ & CO.) SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be by bank wire I $12,000,000
transfer of Federal or other immediately available funds to:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SWIFT Code: BKTR US 33
ABA No. ▇▇▇▇▇▇▇▇▇
Account No. ▇▇-▇▇▇-▇▇▇
FCC No: 097833
7.99% Series I Senior Secured Notes due May 15, 2013 in the aggregated
principal amount of 16,000,000 and payable to General Electric Capital
Assurance Company (nominee is ▇▇▇▇▇▇▇ & Co.) On Order of:Heritage
Operating, L.P.
PPN Number: [Insert}
(2) Physical Delivery of the Notes:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Stop 4042, Window ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Account No. 097833
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(3) All notices with respect to payments and written confirmation of each
such payment to be addressed as follows:
GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
31
(4) All other notices and communications, including original note purchase
agreement, conformed copy of the note agreement, amendment requests,
and financial statements, to be addressed as follows:
GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Dept., Private Placements
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
32
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS ▇▇▇▇▇▇▇ & CO.) SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be by bank wire G $5,000,000
transfer of Federal or other immediately available funds to:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SWIFT Code: BKTR US 33
ABA No. ▇▇▇▇▇▇▇▇▇
Account No. ▇▇-▇▇▇-▇▇▇
FCC No: 097833
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregated
principal amount of 26,500,000 and payable to General Electric Capital
Assurance Company (nominee is ▇▇▇▇▇▇▇ & Co.) On Order of:Heritage
Operating, L.P.
PPN Number: [Insert}
(2) Physical Delivery of the Notes:
Bankers Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Stop 4042, Window ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Account No. 097833
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(3) All notices with respect to payments and written confirmation of each
such payment to be addressed as follows:
GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Accounting
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
33
(4) All other notices and communications, including original note purchase
agreement, conformed copy of the note agreement, amendment requests,
and financial statements, to be addressed as follows:
GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Investment Dept., Private Placements
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
34
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
METROPOLITAN LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be made by bank wire G $7,500,000
transfer of Federal or other immediately available funds to:
The Chase Manhattan Bank
ABA No. ▇▇▇▇▇▇▇▇▇
Acct. Name: Metropolitan Life Insurance Company
Account. No. ▇▇▇-▇-▇▇▇▇▇▇
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 as payable to Metropolitan Life
Insurance Company
(2) Delivery of Notes after Closing:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
(3) All notices and communications to:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Private Placements Unit
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
35
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
METROPOLITAN LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be made by bank wire H $7,500,000
transfer of Federal or other immediately available funds to:
The Chase Manhattan Bank
ABA No. ▇▇▇▇▇▇▇▇▇
Acct. Name: Metropolitan Life Insurance Company
Acct. No. ▇▇▇-▇-▇▇▇▇▇▇
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 as payable to Metropolitan Life
Insurance Company
(2) Delivery of Notes after Closing:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
(3) All notices and communications to:
Metropolitan Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Private Placements Unit
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
36
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------
CONNECTICUT GENERAL LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on or in respect of the Notes to be made by bank G $3,000,000(2)
wire transfer of Federal or other immediately available funds to: $3,000,000
The Chase/NYC/CTR
BNF=CIGNA Private Placements/AC=9009001802
ABA#▇▇▇▇▇▇▇▇▇
On Order of: Heritage Operating, L.P.
PPN Number: [Insert}
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 as payable to Cig & Co. c/o CIGNA
Investments, Inc.
(2) All notices related to payments to:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Securities Processing S-309
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities -- S307
Operations Group
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Chase Manhattan Bank
Private Placement Servicing
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: CIGNA Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇/1005
----------
(2) CIGNA is requesting three (3) Series G Senior Secured Notes of
$3,000,000, $3,000,000 and $1,000,000.
37
(3) All other notices and communications to:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities -- S307
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(5) Nominee name: Cig & Co.
38
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
-------------------------------------------------------------------------------------------------------------------------------
CONNECTICUT GENERAL LIFE INSURANCE COMPANY on behalf of one or more SERIES PRINCIPAL AMOUNT
separate accounts ------ ----------------
(1) All payments on or in respect of the Notes to be made by bank G $1,000,000(3)
wire transfer of Federal or other immediately available funds to:
The Chase/NYC/CTR
BNF=CIGNA Private Placements/AC=9009001802
ABA#▇▇▇▇▇▇▇▇▇
On Order of: Heritage Operating, L.P.
PPN Number: [Insert}
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 as payable to Cig & Co. c/o CIGNA
Investments, Inc.
(2) All notices related to payments to:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Securities Processing S-309
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities -- S307
Operations Group
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Chase Manhattan Bank
Private Placement Servicing
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: CIGNA Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇/1005
----------
(3) CIGNA is requesting three (3) Series G Senior Secured Notes of
$3,000,000, $3,000,000 and $1,000,000.
39
(3) All other notices and communications to:
Cig & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities -- S307
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(4) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
(5) Nominee name: Cig & Co.
40
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, SERIES PRINCIPAL AMOUNT
LTD. ------ ----------------
(1) All payments on or in respect of the Notes to be made by bank wire H $1,500,000
transfer of Federal or other immediately available funds to:
ABA: 021 000 021
Chase Manhattan Bank, N.A.
New York, NY
Account. No. 900 9000 200
Account Name: Income Processing
G05689, Phoenix Home
On Order of: Heritage Operating, L.P.
PPN Number: [insert}
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to Phoenix Home Life
Universal Portfolio c/o Phoenix Investment Partners
(2) All notices of such payments and other instructions and written
confirmation of such wire transfer and all other notices and
communications to:
Phoenix Home Life Mutual Insurance Company
c/o Phoenix Investment Partners, LTD.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Private Placement Division
(3) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
41
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, SERIES PRINCIPAL AMOUNT
LTD. ------ ----------------
(1) All payments on or in respect of the Notes to be made by bank wire H $1,500,000
transfer of Federal or other immediately available funds to:
ABA: 021 000 021
Chase Manhattan Bank, N.A.
New York, NY
Account. No. 900 9000 200
Account Name: Income Processing
G07185, Phoenix Home
On Order of: Heritage Operating, L.P.
PPN Number: [insert}
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and PHL Confederated Life Insurance
Company c/o Phoenix Investment Partners
(2) All notices of such payments and other instructions and written
confirmation of such wire transfer and all other notices and
communications to:
Phoenix Home Life Mutual Insurance Company
c/o Phoenix Investment Partners, LTD.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Private Placement Division
(3) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
42
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, PHOENIX INVESTMENT PARTNERS, SERIES PRINCIPAL AMOUNT
LTD. ------ ----------------
(1) All payments on or in respect of the Notes to be made by bank wire H $2,000,000
transfer of Federal or other immediately available funds to:
ABA: 021 000 021
Chase Manhattan Bank, N.A.
New York, NY
Account. No. 900 9000 200
Account Name: Income Processing
G05123, Phoenix Home
On Order of: Heritage Operating, L.P.
PPN Number: [insert}
7.89% Series H Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to Phoenix Home Life
General Account/Closed Block Portfolio
(2) All notices of such payments and other instructions and written
confirmation of such wire transfer and all other notices and
communications to:
Phoenix Home Life Mutual Insurance Company
c/o Phoenix Investment Partners, LTD.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Private Placement Division
(3) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
43
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
----------------------------------------------------------------------------------------------------------------------------------
C.M. LIFE INSURANCE COMPANY c/o MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Note shall be made by crediting in G $1,000,000
the form of bank wire transfer of Federal or other immediately
available funds (identifying each payment as "Heritage Operating, L.P.,
7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert],
interest and principal") to:
Citibank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA No. ▇▇▇▇▇▇▇▇▇
For Segment 43 - Universal Life
Account No. 4068-6561
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 and payable to C.M. Life Insurance
Company c/o Massachusetts Mutual Life Insurance Company
(2) Telephone advice of payment to:
. Securities Custody and Collection Department
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
(3) Send notices on payments to:
C.M. Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Custody and Collection Department - F381
(4) Send all other communications and notices to:
C.M. Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Investment Division
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
44
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Note shall be made by crediting in G $1,000,000
the form of bank wire transfer of Federal or other immediately
available funds (identifying each payment as "Heritage Operating, L.P.,
7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert],
interest and principal") to:
Chase Manhattan Bank, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA No. ▇▇▇▇▇▇▇▇▇
For MassMutual IFM Non-Traditional
Account No. 910-▇▇▇▇▇▇▇
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 and payable to Massachusetts Mutual
Life Insurance Company
(2) Telephone advice of payment to:
Securities Custody and Collection Department
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
(3) Send notices on payments to:
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Custody and Collection Department - F381
(4) Send all other communications and notices to:
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Investment Division
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
45
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Note shall be made by crediting in G $1,000,000
the form of bank wire transfer of Federal or other immediately
available funds (identifying each payment as "Heritage Operating, L.P.,
7.21% Series G Senior Secured Notes due May 15, 2008, PPN [insert],
interest and principal") to:
Chase Manhattan Bank, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA No. ▇▇▇▇▇▇▇▇▇
For MassMutual IFM Non-Traditional
Account No. 910-▇▇▇▇▇▇▇
7.21% Series G Senior Secured Notes due May 15, 2008 in the aggregate
principal amount of $26,500,000 and payable to Massachusetts Mutual
Life Insurance Company
(2) Telephone advice of payment to:
Securities Custody and Collection Department
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
(3) Send notices on payments to:
Massachusetts Mutual Life Insurance Company
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Custody and Collection Department - F381
(4) Send all other communications and notices to:
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Investment Division
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
46
SERIES AND PRINCIPAL AMOUNT
NAME OF PURCHASER OF NOTES BEING PURCHASED
---------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY SERIES PRINCIPAL AMOUNT
------ ----------------
(1) All payments on account of the Note shall be made by crediting in G $4,000,000
the form of bank wire transfer of Federal or other immediately
available funds, ("identifying each payment as "Heritage Operating,
L.P., 7.21% Series G Senior Secured Notes due May 15, 2008, PPN
[insert], interest and principal"), to:
Chase Manhattan Bank, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA No. ▇▇▇▇▇▇▇▇▇
For MassMutual IFM Non-Traditional
Account No. 4067-3488
7.21% Series G Senior Secured Notes due May 15, 2008 in the
aggregate principal amount of $26,500,000 and payable to
Massachusetts Mutual Life Insurance Company
(2) Telephone advice of payment to:
Securities Custody and Collection Department
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
(3) Send notices on payments to:
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Custody and Collection Department - F381
(4) Send all other communications and notices to:
Massachusetts Mutual Life Insurance Company
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Securities Investment Division
(5) Tax I.D. No.: ▇▇-▇▇▇▇▇▇▇
