First Supplemental Note Purchase Agreement between Company and Supplemental Purchasers (May 24, 2001)

Summary

This agreement, dated May 24, 2001, is between the company and the supplemental purchasers listed in the attached schedule. It supplements a previous note purchase agreement and provides for the issuance and sale of Series G, H, and I Notes, each with specified interest rates and maturity dates. The company agrees to sell these notes to the purchasers at face value, with payments and prepayment terms outlined in the agreement. The closing of the sale is subject to certain conditions, and the notes may be prepaid under specified circumstances.

EX-10.19.2 2 h89095ex10-19_2.txt FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT 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 & 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. 3 (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:

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: 4

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. 5 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. JOHN HANCOCK 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. JOHN HANCOCK 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 Bell Atlantic Master Trust (as directed by John Hancock 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

- ---------- (1) John Hancock Life Insurance Company is requesting two (2) Series H Senior Secured Notes of $9,250,000 and $2,000,000. 17 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Accounting Division, B-3 Fax: (617) 572-0628 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Bond and Corporate Finance Group, T-57 Fax: (617) 572-1605 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Division, T-30 Fax: (617) 572-9269 (6) Tax I.D. No.: 04-1414660 (7) 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.

18 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Paralegal Unit, T-30 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.

19
SERIES AND PRINCIPAL AMOUNT NAME OF PURCHASER OF NOTES BEING PURCHASED - ---------------------------------------------------------------------------------------------------------------------------------- JOHN HANCOCK 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. 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 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: John Hancock Variable Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Accounting Division, B-3 Fax: (617) 572-0628
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: John Hancock Variable Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Accounting Division B-3 Fax: (617) 572-0628 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Bond and Corporate Finance Group, T-57 Fax: (617) 572-1605 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Division, T-30 Fax: (617) 572-9269 (6) Tax I.D. No.: 04 ###-###-#### (7) 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.

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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Paralegal Unit, T-30 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.

22
SERIES AND PRINCIPAL AMOUNT NAME OF PURCHASER OF NOTES BEING PURCHASED - ---------------------------------------------------------------------------------------------------------------------------------- MELLON BANK, N.A., TRUSTEE FOR THE BELL 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. 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 (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 Pittsburgh, Pennsylvania ###-###-#### Attention: Principal & Interest Unit Fax: (412) 236-0120
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 Pittsburgh, Pennsylvania ###-###-#### Attention: Principal & Interest Unit Fax: (412) 236-0120 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Bond and Corporate Finance Group, T-57 Fax: (617) 572-1605 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Division, T-30 Fax: (617) 572-9269 (6) Tax I.D. No.: 25-1448208 (7) All Notes are to be sent the day after the closing to: Mellon Securities Trust Company 120 Broadway - 13th Floor Teller Window New York, New York 10271 Attention: Robert A. Ferraro Ref.: Bell Atlantic Master Trust Account No. NYXF 1783332

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 Pittsburgh, Pennsylvania 15258 Attention: Bernadette T. Rist (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 Pittsburgh, Pennsylvania 15258 Attention: Bernadette T. Rist

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. 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 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 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Accounting Division B-3 Fax: (617) 572-0628
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 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Accounting Division, B-3 Fax: (617) 572-0628 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Bond and Corporate Finance Group, T-57 Fax: (617) 572-1605 (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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Division, T-30 Fax: (617) 572-9269 (6) Tax I.D. No.: 13 ###-###-#### (7) 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.

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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 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: John Hancock Life Insurance Company 200 Clarendon Street Boston, Massachusetts 02117 Attention: Investment Law Paralegal Unit, T-30 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.

28
SERIES AND PRINCIPAL AMOUNT NAME OF PURCHASER OF NOTES BEING PURCHASED - --------------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS SALKELD & 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 14 Wall Street New York, New York 10005 SWIFT Code: BKTR US 33 ABA No. 021001033 Account No. 99-911-145 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 Salkeld & Co.) On Order of:Heritage Operating, L.P. PPN Number: [Insert} (2) Physical Delivery of the Notes: Bankers Trust Company 14 Wall Street, 4th Floor Mail Stop 4042, Window 61 New York, New York 10005 Account No. 097817 Attention: Lorraine Squires ###-###-#### (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 601 Union Street Seattle, Washington 98101 Attention: Investment Accounting Tel.: (206) 516-2871 Fax: (206) 516-4740
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 601 Union Street Seattle, Washington 98101 Attention: Investment Dept., Private Placements Tel.: (206) 516-4954 Fax: (206) 516-4578 (5) Tax I.D. No.: 91 ###-###-####

30
SERIES AND PRINCIPAL AMOUNT NAME OF PURCHASER OF NOTES BEING PURCHASED - --------------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS SALKELD & 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 14 Wall Street New York, New York 10005 SWIFT Code: BKTR US 33 ABA No. 021001033 Account No. 99-911-145 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 Salkeld & Co.) On Order of:Heritage Operating, L.P. PPN Number: [Insert} (2) Physical Delivery of the Notes: Bankers Trust Company 14 Wall Street, 4th Floor Mail Stop 4042, Window 61 New York, New York 10005 Account No. 097833 Attention: Lorraine Squires ###-###-#### (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 601 Union Street Seattle, Washington 98101 Attention: Investment Accounting Tel.: (206) 516-2871 Fax: (206) 516-4740
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 601 Union Street Seattle, Washington 98101 Attention: Investment Dept., Private Placements Tel.: (206) 516-4954 Fax: (206) 516-4578 (5) Tax I.D. No.: 91 ###-###-####

32
SERIES AND PRINCIPAL AMOUNT NAME OF PURCHASER OF NOTES BEING PURCHASED - --------------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY (NOMINEE IS SALKELD & 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 14 Wall Street New York, New York 10005 SWIFT Code: BKTR US 33 ABA No. 021001033 Account No. 99-911-145 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 Salkeld & Co.) On Order of:Heritage Operating, L.P. PPN Number: [Insert} (2) Physical Delivery of the Notes: Bankers Trust Company 14 Wall Street, 4th Floor Mail Stop 4042, Window 61 New York, New York 10005 Account No. 097833 Attention: Lorraine Squires ###-###-#### (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 601 Union Street Seattle, Washington 98101 Attention: Investment Accounting Tel.: (206) 516-2871 Fax: (206) 516-4740
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 601 Union Street Seattle, Washington 98101 Attention: Investment Dept., Private Placements Tel.: (206) 516-4954 Fax: (206) 516-4578 (5) Tax I.D. No.: 91 ###-###-####

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. 021000021 Acct. Name: Metropolitan Life Insurance Company Account. No. 002-2-410591 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 One Madison Avenue, Area 6H New York, New York 10010 Attention: Richard Clarke, Esq. (3) All notices and communications to: Metropolitan Life Insurance Company 334 Madison Avenue P.O. Box 633 Convent Station, New Jersey 07961 Attention: Private Placements Unit Fax: (973) 254-3032 (4) Tax I.D. No.: 13 ###-###-####
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. 021000021 Acct. Name: Metropolitan Life Insurance Company Acct. No. 002-2-410591 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 One Madison Avenue, Area 6H New York, New York 10010 Attention: Richard Clarke, Esq. (3) All notices and communications to: Metropolitan Life Insurance Company 334 Madison Avenue P.O. Box 633 Convent Station, New Jersey 07961 Attention: Private Placements Unit Fax: (973) 254-3032 (4) Tax I.D. No.: 13 ###-###-####
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 ###-###-#### ABA#021000021 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-309 900 Cottage Grove Road Hartford, CT 06152-2309 and: Cig & Co. c/o CIGNA Investments, Inc. Attention: Private Securities -- S307 Operations Group 900 Cottage Grove Road Hartford, CT 06152-2307 Fax: (860) 726-7203 with a copy to: Chase Manhattan Bank Private Placement Servicing P.O. Box 1508 Bowling Green Station New York, New York 10081 Attention: CIGNA Private Placements Fax: (212) 552-3107/1005
- ---------- (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 900 Cottage Grove Road Hartford, CT 06152-2307 Fax: (860) 726-7203 (4) Tax I.D. No.: 13 ###-###-#### (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 ###-###-#### ABA#021000021 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-309 900 Cottage Grove Road Hartford, CT 06152-2309 and: Cig & Co. c/o CIGNA Investments, Inc. Attention: Private Securities -- S307 Operations Group 900 Cottage Grove Road Hartford, CT 06152-2307 Fax: (860) 726-7203 with a copy to: Chase Manhattan Bank Private Placement Servicing P.O. Box 1508 Bowling Green Station New York, New York 10081 Attention: CIGNA Private Placements Fax: (212) 552-3107/1005
- ---------- (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 900 Cottage Grove Road Hartford, CT 06152-2307 Fax: (860) 726-7203 (4) Tax I.D. No.: 13 ###-###-#### (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. 56 Prospect Street Hartford, CT 06115-0480 Attention: Private Placement Division (3) Tax I.D. No.: 06-0493340
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. 56 Prospect Street Hartford, CT 06115-0480 Attention: Private Placement Division (3) Tax I.D. No.: 06-0493340
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. 56 Prospect Street Hartford, CT 06115-0480 Attention: Private Placement Division (3) Tax I.D. No.: 06-0493340
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. 111 Wall Street New York, NY 10043 ABA No. 021000089 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 David L. Babson & Company Phone: (413) 744-5104 or ###-###-#### (3) Send notices on payments to: C.M. Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department - F381 (4) Send all other communications and notices to: C.M. Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division (5) Tax I.D. No.: 06-1041383
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. 4 Chase MetroTech Center New York, NY 10081 ABA No. 021000021 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 David L. Babson & Company Phone: (413) 744-5104 or ###-###-#### (3) Send notices on payments to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department - F381 (4) Send all other communications and notices to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division (5) Tax I.D. No.: 04-1590850
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. 4 Chase MetroTech Center New York, NY 10081 ABA No. 021000021 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 David L. Babson & Company Phone: (413) 744-5104 or ###-###-#### (3) Send notices on payments to: Massachusetts Mutual Life Insurance Company Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department - F381 (4) Send all other communications and notices to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division (5) Tax I.D. No.: 04-1590850
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. 4 Chase MetroTech Center New York, NY 10081 ABA No. 021000021 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 David L. Babson & Company Phone: (413) 744-5104 or ###-###-#### (3) Send notices on payments to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department - F381 (4) Send all other communications and notices to: Massachusetts Mutual Life Insurance Company c/o David L. Babson & Company, Inc. 1295 State Street Springfield, MA 01111 Attention: Securities Investment Division (5) Tax I.D. No.: 04-1590850