Exhibit 10.6
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.
(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 & Strawn, 35 West Wacker Drive, Chicago, Illinois
60601 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)
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Required
Prepayments; Maturity.
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(i)
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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:
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PRINCIPAL AMOUNT TO BE PREPAID
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YEAR OF
PREPAYMENT
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$5,300,000
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2004
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$5,300,000
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2005
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$5,300,000
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2006
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$5,300,000
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2007
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$5,300,000
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2008
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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.
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(ii)
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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 TO BE PREPAID
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YEAR OF
PREPAYMENT
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$2,500,000
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2006
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$2,500,000
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2007
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$2,500,000
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2008
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$2,500,000
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2009
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$2,500,000
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2010
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$2,500,000
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2011
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$2,500,000
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2012
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$2,500,000
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2013
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$2,500,000
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2014
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$2,500,000
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2015
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$2,500,000
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2016
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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.
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(iii)
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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.
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(y)
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Optional and
Contingent Prepayments .
As provided in Sections 4B and 4C of the Agreement.
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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.
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.
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HERITAGE
OPERATING, L.P.
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By Heritage
Holdings, Inc., General Partner
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By
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Its:
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Vice President and Chief Financial
Officer
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing Agreement is hereby
accepted as of the date first above written.
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JOHN HANCOCK
LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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JOHN HANCOCK
VARIABLE LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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MELLON BANK, N.A., solely in its
capacity as Trustee for the Bell Atlantic Master Trust (as directed
by John Hancock Life Insurance Company), and not in its individual
capacity
SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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INVESTORS
PARTNER LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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GENERAL
ELECTRIC CAPITAL ASSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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METROPOLITAN
LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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CONNECTICUT
GENERAL LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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PHOENIX HOME
LIFE MUTUAL INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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C.M. LIFE
INSURANCE COMPANY
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By:
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Name:
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Title:
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SIGNATURE PAGE TO THE FIRST SUPPLEMENTAL NOTE
PURCHASE AGREEMENT
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The foregoing
Agreement is hereby accepted as of the date first above
written.
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MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY
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By:
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Name:
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Title:
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SUPPLEMENTAL PURCHASER
SCHEDULE
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Series and Principal
Amount
of Notes being
Purchased
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JOHN HANCOCK
LIFE INSURANCE COMPANY
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Series
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Principal Amount
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(1)
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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. 011000390
Boston, Massachusetts 02110
Account of: John Hancock 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
$27,500,000 and payable to John Hancock Life Insurance
Company
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H
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$
$
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9,250,000
2,000,000
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1
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(2)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Accounting
Division, B-3
Fax: (617) 572-0628
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1
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John Hancock 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)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Accounting
Division, B-3
Fax: (617) 572-0628
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(4)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Bond and Corporate Finance Group,
T-57
Fax: (617) 572-1605
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(5)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Law Division,
T-30
Fax: (617) 572-9269
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(6)
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Tax I.D. No.:
04-1414660
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(7)
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All Notes are to be sent for receipt the day
after the closing to:
John Hancock Life Insurance Company
200 Clarendon Street., T-30
Boston, Massachusetts 02117
Attention: Amy S. Weed,
Esq.
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(8)
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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:
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John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Law Paralegal
Unit, T-30
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(9)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Law Paralegal Unit,
T-30
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Note : If more than one Hancock 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.
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Series and Principal Amount
of Notes being
Purchased
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JOHN HANCOCK
VARIABLE LIFE INSURANCE COMPANY
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Series
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Principal Amount
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(1)
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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. 011000390
Boston, Massachusetts
02110
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H
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$
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1,500,000
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Account of:
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John Hancock
Life Insurance Company
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Private
Placement Collection Account
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Account No.
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541-55417
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On Order of:
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Heritage Operating, L.P.
PPN Number:
[insert]
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7.89% Series H
Senior Secured Notes due May 15, 2016 in the aggregate
principal amount of $27,500,000 and payable to John Hancock
Variable Life Insurance Company
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(2)
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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:
John Hancock Variable Life Insurance
Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Accounting
Division, B-3
Fax: (617) 572-0628
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(3)
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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:
John Hancock Variable Life Insurance
Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Accounting
Division B-3
Fax: (617) 572-0628
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(4)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Bond and Corporate Finance Group,
T-57
Fax: (617) 572-1605
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(5)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Law Division,
T-30
Fax: (617) 572-9269
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(6)
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Tax I.D. No.:
04-2664016
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(7)
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All Notes are to be sent for receipt the day
after the closing to:
John Hancock Life Insurance Company
200 Clarendon Street., T-30
Boston, Massachusetts 02117
Attn: Amy S. Weed, Esq.
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(8)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attn: Investment Law Paralegal Unit,
T-30
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(9)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Investment Law Paralegal
Unit, T-30
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Note : If more than one Hancock 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.
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Series and Principal Amount
of Notes being
Purchased
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MELLON BANK,
N.A., TRUSTEE FOR THE BELL ATLANTIC MASTER TRUST
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Series
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Principal Amount
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(1)
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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:
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H
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$
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2,000,000
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Boston Safe Deposit and Trust Company
ABA No. 011001234
Account No: DDA: 125261
Ref: Bell 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
Bell Atlantic Master Trust
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(2)
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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
Pittsburgh, Pennsylvania 15259-0001
Attention: Principal & Interest
Unit
Fax: (412) 236-0120
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(3)
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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
Pittsburgh, Pennsylvania 15259-0001
Attention: Principal & Interest
Unit
Fax: (412) 236-0120
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(4)
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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:
John Hancock Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Attention: Bond and Corporate Finance
Group, T-57
Fax: (617) 572-1605
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