EX-10(dd) Series J Senior Notes

Contract Categories: Business Finance - Note Agreements
EX-10.(DD) 3 c79570exv10wxddy.htm EX-10(DD) SERIES J SENIOR NOTES exv10wxddy
 

EXHIBIT 10(dd)

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-1   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $13,290,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES: March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $1,898,571.43 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to The Prudential Insurance Company of America, or registered assigns, the principal sum of THIRTEEN MILLION TWO HUNDRED NINETY THOUSAND DOLLARS ($13,290,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-2   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $1,710,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES:  March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $244,285.71 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to Pruco Life Insurance Company, or registered assigns, the principal sum of ONE MILLION SEVEN HUNDRED TEN THOUSAND DOLLARS ($1,710,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-3   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $5,200,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES:  March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $742,857.14 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to Security-Connecticut Life Insurance Company, or registered assigns, the principal sum of FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-4   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $3,300,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES:  March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $471,428.57 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to United of Omaha Life Insurance Company, or registered assigns, the principal sum of THREE MILLION THREE HUNDRED THOUSAND DOLLARS ($3,300,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-5   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $3,250,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES:     March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS:   $464,285.71 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to Hare & Co., or registered assigns, the principal sum of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

REGIS CORPORATION

SENIOR SERIES J NOTE

     
No. 2003 — J-6   PPN 758932 E@ 2

ORIGINAL PRINCIPAL AMOUNT: $3,250,000
ORIGINAL ISSUE DATE: June 9, 2003
INTEREST RATE: 4.69% per annum

     
INTEREST PAYMENT DATES:    March 9, June 9, September 9 and December 9 of each year

FINAL MATURITY DATE: June 7, 2013

     
PRINCIPAL PREPAYMENT DATES AND AMOUNTS:   $464,285.71 due on June 9, 2007, June 9, 2008, June 9, 2009, June 9, 2010, June 9, 2011 and June 9, 2012

      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to Hare & Co., or registered assigns, the principal sum of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount and any overdue payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate.

      Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

1 of 2


 

      This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Private Shelf Agreement, dated as of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as of February 28, 2003 (as amended, herein called the “Agreement”), between the Company, on the one hand, Prudential Investment Management, Inc. and The Prudential Insurance Company of America and each Prudential Affiliate (as defined in the Agreement) which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

      This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

      This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

      In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

      Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

      This Note is intended to be performed in the State of Illinois and shall be construed and enforced in accordance with the laws and decisions of such State.

     
REGIS CORPORATION
 
By:    

 
Title:    

2 of 2


 

PURCHASER SCHEDULE

4.69% Senior Notes, Series J, due June 7, 2013

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased   Denomination(s)
   
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA   $ 13,290,000     $ 13,290,000  

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    Account No.: 890-0304-391
The Bank of New York
New York, NY
(ABA No.: 021-000-018)

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, Security No. !INV 8444!, PPN 758932 E@ 2”, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   Address for all notices relating to payments:

    The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077

    Attention: Manager

(3)   Address for all other communications and notices:

    The Prudential Insurance Company of America
c/o Prudential Capital Group
Two Prudential Plaza
180 N. Stetson Ave., Suite 5600
Chicago, IL 60601

    Attention: Managing Director

(4)   Recipient of telephonic prepayment notices:

    Manager, Trade Management Group

    Telephone: (973)  ###-###-####
Facsimile: (800)  ###-###-####

(5)   Tax Identification No.: 22-1211670

(6)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-1-


 

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased Denomination(s)
   

PRUCO LIFE INSURANCE COMPANY
  $ 1,710,000     $ 1,710,000  

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    Account No.: 890-0304-421
The Bank of New York
New York, NY
(ABA No.: 021-000-018)

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, Security No. !INV 8444!, PPN 758932 E@ 2”, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   Address for all notices relating to payments:

    Pruco Life Insurance Company
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077

    Attention: Manager

(3)   Address for all other communications and notices:

    Pruco Life Insurance Company
c/o Prudential Capital Group
Two Prudential Plaza
180 N. Stetson Ave., Suite 5600
Chicago, IL 60601

    Attention: Managing Director

(4)   Recipient of telephonic prepayment notices:

    Manager, Trade Management Group
 
Telephone: (973)  ###-###-####
Facsimile: (800)  ###-###-####

(5)   Tax Identification No.: 22-1944557

(6)   Authorized Officers:
 
Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-2-


 

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased   Denomination(s)
   
 
SECURITY-CONNECTICUT LIFE INSURANCE COMPANY
  $ 5,200,000     $ 5,200,000  

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    The Bank of New York
ABA No.: 021-000-018
BNF: IOC566
Reference: Security-Connecticut Life Ins Co, Account No. 187037

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, PPN 758932 E@ 2”, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   Address for all notices relating to payments:

    ING Investment Management LLC
5780 Powers Ferry Road, NW, Suite 300
Atlanta, GA 30327-4943

    Attention: Securities Accounting

    Facsimile: (770)  ###-###-####

(3)   Address for all other communications and notices:

    Prudential Private Placement Investors, L.P.
4 Gateway Center, 100 Mulberry Street
Newark, NJ 07102

    Attention: Albert Trank, Managing Director

    Telephone: (973)  ###-###-####
Facsimile: (973)  ###-###-####

(4)   Recipient of telephonic prepayment notices:

    Manager, Trade Management Group

    Telephone: (973)  ###-###-####
Facsimile: (800)  ###-###-####

(5)   Tax Identification No.: 35-1468921

(6)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-3-


 

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased   Denomination(s)
   
 
UNITED OF OMAHA LIFE INSURANCE COMPANY
  $ 3,300,000     $ 3,300,000  

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    JPMorgan Chase Bank
ABA No. 021-000-021
Private Income Processing

    For credit to:
United of Omaha Life Insurance Company
Account No.  ###-###-####
a/c: G09588

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, PPN 758932 E@ 2”, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   Address for all notices relating to payments:

    JPMorgan Chase Bank
14201 Dallas Parkway — 13th Floor
Dallas, TX ###-###-####

    Attn: Income Processing — G. Ruiz
a/c: G09588

(3)   Address for all other communications and notices:

    Prudential Private Placement Investors, L.P.
4 Gateway Center, 100 Mulberry Street
Newark, NJ 07102

    Attention: Albert Trank, Managing Director

    Telephone: (973)  ###-###-####
Facsimile: (973)  ###-###-####

(5)   Tax Identification No.: 47-0322111

(6)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-4-


 

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased   Denomination(s)
   
 
RGA REINSURANCE COMPANY
  $ 3,250,000     $ 3,250,000  
 
               
Notes/Certificates to be registered in the name of:
               
Hare & Co.
               

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    Bank of New York
ABA No.: 021-000-018
Account No.: 128863
RGA Private Placement Account

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, PPN 758932 E@ 2” and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   All notices of payments and written confirmations of such wire transfers:

    RGA Reinsurance Company
Attn: Banking Dept.
1370 Timberlake Manor Parkway
Chesterfield, MO 63017-6039

(3)   Address for all other communications and notices:

    Prudential Private Placement Investors, L.P.
4 Gateway Center, 100 Mulberry Street
Newark, NJ 07102

    Attention: Albert Trank, Managing Director

    Telephone: (973)  ###-###-####
Facsimile: (973)  ###-###-####

(4)   Tax Identification No.: 43-1235868

(5)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-5-


 

                 
    Aggregate Principal    
    Amount of Notes   Note
    to be Purchased   Denomination(s)
   
 
KEMPER INVESTORS LIFE INSURANCE COMPANY
  $ 3,250,000     $ 3,250,000  
 
               
Notes/Certificates to be registered in the name of:
               
Hare & Co.
               

(1)   All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

    Bank of New York
ABA No.: 021-000-018
Kemper Investors Life Insurance Company
Account # 195279

    Each such wire transfer shall set forth the name of the Company, a reference to “4.69% Senior Notes, Series J, due June 7, 2013, PPN 758932 E@ 2” and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2)   All notices of payments and written confirmations of such wire transfers:

    Kemper Investors Life Insurance Company
1600 McConnor Parkway
Schaumburg, Illinois 60196-6801

    Attention: Dave Shroba, Manager
Telephone: (847)  ###-###-####
Facsimile: (847)  ###-###-####

(3)   Address for all other communications and notices:

    Prudential Private Placement Investors, L.P.
4 Gateway Center, 100 Mulberry Street
Newark, NJ 07102

    Attention: Albert Trank, Managing Director

    Telephone: (973)  ###-###-####
Facsimile: (973)  ###-###-####

(4)   Tax Identification No.: 36 ###-###-####

(5)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-6-


 

    PRUDENTIAL INVESTMENT MANAGEMENT, INC.

(1)   All payments to Prudential Investment Management, Inc. shall be made by wire transfer of immediately available funds for credit to:

    Account No.: 890-0496-916

    The Bank of New York
New York, NY
(ABA No.: 021-000-018)

(2)   Address for all notices relating to payments:

    Prudential Investment Management, Inc.
c/o The Prudential Insurance Company of America
Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077

    Attention: Manager

(3)   Address for all other communications and notices:

    Prudential Investment Management, Inc.
c/o Prudential Capital Group
Two Prudential Plaza
180 N. Stetson Ave., Suite 5600
Chicago, IL 60601

    Attention: Managing Director

(4)   Recipient of telephonic prepayment notices:

    Manager, Trade Management Group

    Telephone: (973)  ###-###-####
Facsimile: (800)  ###-###-####

(5)   Tax Identification No.: 22 ###-###-####

(6)   Authorized Officers:

    Matthew Douglas
Julia Buthman
William S. Engelking
P. Scott von Fischer
Marie L. Fioramonti
Paul Meiring

-7-