Common use of Description of Notes Clause in Contracts

Description of Notes. (a) The Company will authorize the issue and sale of: (i) $15,000,000 aggregate principal amount of its 5.63% Series 2002-A Senior Notes, Tranche A (the "Tranche A Notes"), to be dated the date of issue, to bear interest from such date at the rate of 5.63% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2009, and to be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior Notes, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2012, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise require.

Description of Notes. Super Food Services, Inc. (a"SUPER FOOD") entered into separate Note Agreements each dated as of November 1, 1989 (the "1989 NOTE AGREEMENTS") between Super Food and, respectively, each of the Institutional Investors listed therein under and pursuant to which $25,000,000 9.20% Senior Notes due January 10, 2000 (the "1989 NOTES") were originally issued and are presently outstanding. The Company, in consideration of its acquisition of Super Food, and for good and valuable consideration, hereby assumes all obligations of Super Food under the 1989 Note Agreements and the 1989 Notes (as amended and restated hereby) and desires to amend and restate in their entirety the 1989 Note Agreements (as previously amended), and to provide for the replacement of the 1989 Notes. In order to effectuate such amendment and restatement, as well as the replacement of the 1989 Notes, the Company will authorize the issue and sale of: delivery of its 9.20% Senior Notes due January 10, 2000 (ithe "NOTES") $15,000,000 in an aggregate principal amount of its 5.63% Series 2002-A Senior Notes, Tranche A (the "Tranche A Notes"), not exceeding $25,000,000 to be dated the date of issueApril 1O, 1997, to bear interest from such the date thereof until maturity at the rate of 5.639.20% per annum, payable semiannually annum on the 18th principal amount from time to time outstanding, such interest to be payable quarterly on the tenth day of June January, April, July and December October in each year (commencing June 18on July 10, 20031997) (the "INTEREST PAYMENT DATES"), until the principal amount thereof shall be due and at maturity payable, to mature on January 10, 2000 and to bear interest on overdue be otherwise substantially in the form attached hereto as Exhibit A. Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2009, and to be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior Notes, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2012, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise require.the

Description of Notes. (a) The Company will authorize the issue and sale of: (i) $15,000,000 35,000,000 aggregate principal amount of its 5.633.89% Series 2002-A Senior NotesNotes due December 17, Tranche A 2022 (the "Tranche “Series A Notes"”), to be dated the date of issue, to bear interest from such date at the rate of 5.633.89% per annum, payable semiannually on the 18th 17th day of June and December in each year (commencing June 1817, 20032013) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on due December 17, 2022, and to be substantially in the form attached hereto as Exhibit A-1; (ii) $40,000,000 aggregate principal amount of its 3.98% Series B Senior Notes due December 17, 2024 (the “Series B Notes”), to be dated the date of issue, to bear interest from such date at the rate of 3.98% per annum, payable semiannually on the 17th day of June and December in each year (commencing June 17, 2013) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 1817, 2009, and to be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior Notes, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 20122024, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A ; and (iii) its additional senior promissory notes (the “Shelf Notes”) in the aggregate principal amount of $50,000,000, together to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 12.75 years after the Acceptance Day thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with each series of Additional Notes which may from time respect to time be issued such Shelf Note delivered pursuant to the provisions of SECTION 1.4§1.3(e), are sometimes hereinafter collectively referred and to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and substantially in the amounts and with the premium, if any, set forth in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise requireform of Exhibit A-3 attached hereto.

Description of Notes. (a) The On March 22, 1996, the Company will authorize the authorized issue and sale of: (i) $15,000,000 of its 7.13% Senior Notes due October 1, 2011 in the aggregate principal amount of its 5.63% Series 2002-A Senior Notes, Tranche A $30,000,000 (the "Tranche A NotesORIGINAL NOTES"), to be dated the date of issue, to bear bearing interest from such date at the rate of 5.637.13% per annum, payable semiannually PER ANNUM on the 18th principal amount from time to time outstanding, such interest to be payable semi-annually on the first day of June April and December October in each year (commencing June 18on October 1, 20031996) and at maturity and to bear bearing interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment installments of interest at the Overdue Rate rate of 8.13% PER ANNUM from and after the date duematurity thereof, whether by acceleration or otherwise, until paid, such Original Notes to mature on December 18October 1, 2009, 2011 and to be substantially in the form of Exhibit A to this Agreement, as in effect on the Closing Date. (b) Pursuant to the Third Amendment Agreement, the Company and the holders of the Original Notes agreed to amend and restate in full the Original Notes substantially in the form attached hereto to the Third Amendment Agreement as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior Notes, Tranche B (the "Tranche B NotesFIRST AMENDED AND RESTATED NOTES"), such First Amended and Restated Notes to be designated "First Amended and Restated 8.13% Senior Notes Due October 1, 2006"; dated the date of issueOctober 1, to 1996; bear interest on the principal amount from such date time to time outstanding at the rate of 6.167.13% per annumPER ANNUM from and including October 1, 1996 through and including January 14, 1997, and at the rate of 8.13% from and after January 15, 1997, such interest to be payable semiannually semi-annually on the 18th first day of June April and December October in each year (commencing June 18on April 1, 20031997) and at maturity and to maturity; bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment installments of interest interest, at the Overdue Rate rate of 9.13% PER ANNUM from and after the date duematurity thereof, whether by acceleration or otherwise, until paid, to ; and mature on December 18October 1, 20122006. The First Amended and Restated Notes bore additional interest at the rate of 0.50% per ANNUM during any Interest Rate Event Period. (c) Pursuant to the Fourth Amendment Agreement, the Company and the holders of the First Amended and Restated Notes agreed to be amend and restate in full the First Amended and Restated Notes substantially in the form attached hereto to the Fourth Amendment Agreement as Exhibit A-2. The Series 2002-A Notes(the "SECOND AMENDED AND RESTATED NOTES"), together with each series of Additional such Second Amended and Restated Notes which may to be designated "Second Amended and Restated 8.38% Senior Notes Due October 1, 2006"; dated October 1, 1997; bear interest on the principal amount from time to time outstanding at the rate of 8.13% PER ANNUM from (and including) October 1, 1997 until (but NOT including) October 16, 1997, and at the rate of 8.38% from (and including) October 16, 1997 to (and including) the date of maturity thereof, such interest to be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest payable semi-annually on the Series 2002-A Notes shall be computed first day of April and October in each year and at maturity; bear interest (payable on the basis demand) on overdue principal (including any overdue required or optional prepayment of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms principal) and conditions and in the amounts and with the premium, if any, set forth and (to the extent legally enforceable) overdue installments of interest at the rate of 9.38% PER ANNUM from and after the maturity thereof, whether by acceleration or otherwise, until paid; and mature on October 1, 2006. Notwithstanding anything contained herein to the contrary, in SECTION 2. You addition to the stated interest rate applicable to the Second Amended and Restated Notes (including, without limitation, the other purchasers named interest rate applicable to overdue payments in Schedule I are hereinafter sometimes referred to as respect of the "Purchasers". The terms which are capitalized herein Second Amended and Restated Notes), the Second Amended and Restated Notes shall have bear additional interest at the meanings set forth in SECTION 8.1 unless the context shall otherwise requirerate of 0.50% PER ANNUM during any Interest Rate Event Period.

Description of Notes. (a) The Company will authorize the issue and sale of: (ia) U.S. $15,000,000 70,000,000 aggregate principal amount of its 5.6310.60% Series 2002-A Senior Notes, Tranche A Series C, Due January 15, 2011 (the "Tranche A “Series C Notes"), ”) to be dated the date of issue, to bear interest from such date at the rate of 5.6310.60% per annum, payable semiannually on the 18th fifteenth day of June each January and December July in each year (each such date being referred to as an “Interest Payment Date”) (commencing June 18July 15, 20031991) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 12.60% per annum after the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18January 15, 20092011, and to be substantially in the form attached hereto as Exhibit A-1; and (iib) U.S. $40,000,000 22,000,000 aggregate principal amount of its 6.1610.26% Series 2002-A Senior Notes, Tranche B Series D, Due January 15, 2011 (the "Tranche B “Series D Notes"), ”) to be dated the date of issue, to bear interest from such date at the rate of 6.1610.26% per annum, payable semiannually on the 18th day of June and December in each year Interest Payment Date (commencing June 18July 15, 20031991) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 12.26% per annum after the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18January 15, 20122011, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional C Notes which may from time to time be issued pursuant to and the provisions of SECTION 1.4, Series D Notes are sometimes hereinafter collectively referred to as the "“Notes". (b) ”. Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Reference is made to the provision of the Notes with respect to the statement of the interest rate for the purposes of compliance with the Interest Act (Canada). The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION 2Section 2 of this Agreement. The term “Notes” as used herein shall include each Note delivered pursuant to this Agreement and the separate agreements with the purchasers named in Schedule I hereto. You and the other purchasers named in Schedule I hereto are hereinafter sometimes referred to as the "“Purchasers"”. The terms which are capitalized herein shall have the meanings set forth in SECTION Section 8.1 hereof unless the context shall otherwise require.

Description of Notes. (a) The Company will authorize the issue and sale of: of (ia) $15,000,000 U.S.$25,000,000 aggregate principal amount of its 5.637.40% Series 2002-A Senior Notes, Tranche A Notes (the "Tranche Series A Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 5.637.40% per annum, payable semiannually on the 18th first day of each June and December in each year (commencing June 18on December 1, 20031997) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 9.40% per annum after the date duematurity, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18July 14, 20092000, and to be substantially in the form attached hereto as Exhibit A-1; and , and (iib) $40,000,000 U.S.$25,000,000 aggregate principal amount of its 6.167.45% Series 2002-A B Senior Notes, Tranche B Notes (the "Tranche Series B Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 6.167.45% per annum, payable semiannually on the 18th first day of each June and December in each year (commencing June 18on December 1, 20031997) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 9.45% per annum after the date duematurity, whether by acceleration or otherwise, until paid, to be expressed to mature on December 1814, 20122000, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to and the provisions of SECTION 1.4, Series B Notes are sometimes hereinafter collectively referred to as the "Notes". (b) ; and the term "Series" shall include all of the Series A Notes or all of the Series B Notes as the case may be. Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION 22 of this Agreement. The term "Notes" as used herein shall include each Note delivered pursuant to this Agreement and the separate agreements with the other purchasers named in Schedule I. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise require.

Description of Notes. As of the Effective Date (a) The Company will authorize as defined herein), the issue Original Notes are hereby amended and sale of: restated in accordance with the terms of this Agreement (such Original Series A Notes, as so amended and restated, the "SERIES A NOTES" and such Original Series B Notes, as so amended and restated, the "SERIES B NOTES, and together with the Series A Notes, the "NOTES"). As a result, each of the Series A Notes and Series B Notes is (i) $15,000,000 aggregate principal amount of its 5.63% Series 2002-A Senior Notes, Tranche A (the "Tranche A Notes"), to be dated as of the date of issuehereof, (ii) to bear interest from such (and including) the Original Issuance Date (as defined herein) to (but excluding) the date of repayment in full of all amounts due thereunder, at the rate rates of 5.636.96% and 7.29% per annum, respectively, payable semiannually on the 18th 15th day of June the months of April and December in October each year (commencing June 18October 15, 20031996) and at maturity maturity; PROVIDED, HOWEVER, that if, at any time on or after the date hereof any of the Notes shall not be rated at least BBB by Duff & Phelxx (xx being understood and agreed that (x) a rating of BBB- is lower than a rating of BBB and (y) the withdrawal, discontinuance or absence of a rating of any of the Notes by Duff & Phelxx xxxll be deemed, for these purposes, to be the equivalent of a rating that is lower than BBB), the rates of interest shall instead be 7.06% and 7.39% per annum, respectively, for the period during which the Notes shall not be rated at least BBB by Duff & Phelxx, (xii) to bear interest on overdue principal (whether by acceleration or otherwise and including any overdue optional prepayment of principal) and ), premium, if any, and (to the extent legally enforceable) on any overdue installment installments of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, (iv) to mature on December 18April 15, 20092001, and April 15, 2003, respectively, and (v) to be substantially in the form forms attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior Notesand Exhibit B, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2012, and to be substantially in the form attached hereto as Exhibit A-2respectively. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed stated maturity dates except date on the terms and conditions set forth in Section 2 and in the amounts Notes. The Notes are also subject to prepayment at each holder's option prior to their stated maturity date on the terms and with the premium, if any, conditions set forth in SECTION 2. You Section 2 and in the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise requireNotes.

Description of Notes. As of the Effective Date (a) The Company will authorize as defined herein), the issue Original Notes are hereby amended and sale of: restated in accordance with the terms of this Agreement (such Original Series A Notes, as so amended and restated, the "SERIES A NOTES", such Original Series B Notes, as so amended and restated, the "SERIES B NOTES, and such Original Series C Notes, as so amended and restated, the "SERIES C NOTES" and, together with the Series A Notes and the Series B Notes, the "NOTES"). As a result, each of the Series A Notes, Series B Notes and Series C Notes is (i) $15,000,000 aggregate principal amount of its 5.63% Series 2002-A Senior Notes, Tranche A (the "Tranche A Notes"), to be dated as of the date of issuehereof, (ii) to bear interest from such (and including) the Original Issuance Date (as defined herein) to (but excluding) the date of repayment in full of all amounts due thereunder, at the rate rates of 5.637.16%, 7.71% and 8.24% per annum, respectively, payable semiannually on the 18th 8th day of June the months of April and December in October each year (commencing June 18October 8, 20031993) and at maturity maturity; PROVIDED, HOWEVER, that if, at any time on or after the date hereof any of the Notes shall not be rated at least BBB by Duff & Phelxx (xx being understood and agreed that (x) a rating of BBB- is lower than a rating of BBB and (y) the withdrawal, discontinuance or absence of a rating of any of the Notes by Duff & Phelxx xxxll be deemed, for these purposes, to be the equivalent of a rating that is lower than BBB), the rates of interest shall instead be 7.26%, 7.81% and 8.34% per annum, respectively, for the period during which the Notes shall not be rated at least BBB by Duff & Phelxx, (xii) to bear interest on overdue principal (whether by acceleration or otherwise and including any overdue optional prepayment of principal) and ), premium, if any, and (to the extent legally enforceable) on any overdue installment installments of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, (iv) to mature on December 18April 8, 20091998, April 8, 2000 and April 8, 2003, respectively, and (v) to be substantially in the form forms attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-A Senior NotesA, Tranche Exhibit B (the "Tranche B Notes")and Exhibit C, to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2012, and to be substantially in the form attached hereto as Exhibit A-2respectively. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed stated maturity dates except date on the terms and conditions set forth in Section 2 and in the amounts Notes. The Notes are also subject to prepayment at each holder's option prior to their stated maturity date on the terms and with the premium, if any, conditions set forth in SECTION 2. You Section 2 and in the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise requireNotes.

Description of Notes. (a) The Company will authorize the issue and sale of: (ia) $15,000,000 30,000,000 aggregate principal amount of its 5.637.77% Series 2002-A Senior Notes, Tranche A Series A, due October 15, 2005 (the "Tranche Series A Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 5.637.77% per annum, payable semiannually on the 18th fifteenth day of June October and December April in each year (commencing June 18April 15, 20031996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premiumMake-Whole Amount, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate (as hereinafter defined) after the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18October 15, 20092005, and to be substantially in the form attached hereto as Exhibit A-1; and (iib) $40,000,000 15,000,000 aggregate principal amount of its 6.166.98% Series 2002-A Senior Notes, Tranche B Series B, due October 15, 2005 (the "Tranche Series B Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 6.166.98% per annum, payable semiannually on the 18th fifteenth day of June October and December April in each year (commencing June 18April 15, 20031996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premiumMake-Whole Amount, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate (as hereinafter defined) after the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18October 15, 20122005, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to and the provisions of SECTION 1.4, Series B Notes are sometimes hereinafter collectively referred to as the "Notes". (b) . Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed express maturity dates except on the terms and conditions and in the amounts and with the premiumMake-Whole Amount, if any, set forth in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers"Section 2 of this Agreement. The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 Section 8.l hereof unless the context shall otherwise require.

Description of Notes. (a) The Company will authorize the ----------------------------------- issue and sale of: of its 6.82% Senior Secured Notes, Series A, Due August 21, 1999 (ithe "Series A Notes") $15,000,000 in an aggregate principal amount of $10,000,000, its 5.63-------------- 6.89% Series 2002-A Senior Secured Notes, Tranche A Series B, Due August 21, 2000 (the "Tranche Series B Notes") in an aggregate principal amount of $10,000,000, its -------------- 7.04% Senior Secured Notes, Series C, Due August 21, 2001 (the "Series C Notes") -------------- in an aggregate principal amount of $10,000,000, and its 7.13% Senior Secured Notes, Series D, Due August 21, 2002 (the "Series D Notes") in an aggregate -------------- principal amount of $20,000,000. The Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes issued pursuant to this Agreement and the other separate agreements referred to in (S)1.3 are hereinafter collectively referred to as the "), to Notes". ----- (b) The Series A Notes will be dated the date of issue, to will bear interest from such date at the rate of 5.636.82% per annum, payable semiannually on the 18th twenty-first day of June February and December August in each year (commencing June 18February 21, 20031996) and at maturity and will bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, will be expressed to mature on August 21, 1999, and will be substantially in the form attached hereto as Exhibit A-1. The Series B Notes will be dated the date of issue, will bear interest from such date at the rate of 6.89% per annum, payable semiannually in arrears on the twenty-first day of February and August in each year (commencing February 21, 1996) and at maturity and will bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, will be expressed to mature on December 18August 21, 2009, 2000 and to will be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% A-2. The Series 2002-A Senior Notes, Tranche B (the "Tranche B Notes"), to C Notes will be dated the date of issue, to will bear interest from such date at the rate of 6.167.04% per annum, payable semiannually in arrears on the 18th twenty-first day of June February and December August in each year (commencing June 18February 21, 20031996) and at maturity and to will bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, will be expressed to mature on December 18August 21, 2012, 2001 and to will be substantially in the form attached hereto as Exhibit A-2A-3. The Series 2002-A NotesD Notes will be dated the date of issue, together with each series will bear interest from such date at the rate of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.47.13% per annum, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest payable semiannually in arrears on the Series 2002twenty-A Notes shall be computed first day of February and August in each year (commencing February 21, 1996) and at maturity and will bear interest on the basis overdue principal (including any overdue optional prepayment of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms principal) and conditions and in the amounts and with the premium, if any, set forth and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, will be expressed to mature on August 21, 2002 and will be substantially in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to form attached hereto as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise requireExhibit A-4.

Description of Notes. (a) The Company will authorize has authorized the issue issuance and sale of: (i) of $15,000,000 8,135,000 aggregate principal amount of its 5.638.95% Series 2002-A Senior Notes, Tranche A Collateralized Promissory Notes due 2007 (the "Tranche A 8.95% Notes") and $29,545,000 aggregate principal amount of its 9.35% Collateralized Promissory Notes due 2022 (the "9.35% Notes" and, together with the 8.95% Notes, the "Notes"), each to be dated the date of issue, to bear interest from such date as is set forth therein to but not including the date of repayment of such principal amount at the rate of 5.638.95% per annum and 9.35% per annum, respectively, payable semiannually on the 18th lst day of June each May and December November in each year (commencing June 18November 1, 20031992) and at maturity maturity, and to bear interest on overdue principal (including any principal, overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date dueRate, whether by at scheduled maturity, upon acceleration or otherwise, until paid, to mature on December 18May 1, 20092007 and May 1, 2022, respectively, and to be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 aggregate principal amount of its 6.16% Series 2002-Exhibits A Senior Notesand B, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.16% per annum, payable semiannually on the 18th day of June and December in each year (commencing June 18, 2003) and at maturity and to bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 18, 2012, and to be substantially in the form attached hereto as Exhibit A-2respectively. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Principal on the Notes shall be due and payable in equal annual installments (determined by dividing the aggregate principal amount then outstanding by the number of annual installments remaining) commencing on May 1, 1993, in the case of the 8.95% Notes, and May 1, 2008, in the case of the 9.35% Notes, and, thereafter, on the first day of May in each succeeding year through and including, in the case of the 8.95% Notes, May 1, 2007, or, in the case of the 9.35% Notes, May 1, 2022. The Series 2002-A Notes are not subject to prepayment prepayment, purchase or redemption at the option of the Company prior to their expressed maturity dates date except on the terms and conditions and in the amounts and with the premiumpremiums, if any, set forth in SECTION 2the various paragraphs of Section 2 of this Agreement and in the Notes. You The term "Notes" as used herein shall include each Note delivered pursuant to this Agreement, and the other purchasers named each Note issued in Schedule I are exchange or replacement therefor. XXXXXXXXXX is hereinafter sometimes referred to as the "Purchasers". The Purchaser." Certain capitalized terms which are capitalized used herein shall have the meanings set forth in SECTION 8.1 Section 8.1, unless the context shall otherwise require.

Description of Notes. (a) The Company will authorize the issue --------------------------------- and sale delivery of: (ia) $15,000,000 13,440,000 aggregate principal amount of its 5.637.23% Series 2002-A Senior Notes, Tranche A Notes (the "Tranche Series A Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 5.637.23% per annum, payable semiannually on the 18th first day of June each April and December October in each year (commencing June 18October 1, 20031997) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 9.23% per annum after the date due, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18October 1, 20092000, and to be substantially in the form attached hereto as Exhibit A-1; and. (iib) $40,000,000 8,960,000 aggregate principal amount of its 6.167.23% Series 2002-A B Senior Notes, Tranche B Notes (the "Tranche Series B Notes"), ) to be dated the date of issue, to bear interest from such date at the rate of 6.167.23% per annum, payable semiannually on the 18th fifteenth day of June each May and December November in each year (commencing June 18November 15, 20031997) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate rate of 9.23% per annum after the date due, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18November 15, 20122000, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise require.

Description of Notes. (a) The Company will authorize Obligors have authorized the issue and sale ofof the following series of promissory notes of the Obligors: (i) $15,000,000 43,000,000 aggregate principal amount of its 5.637.14% Series 2002-A Senior Secured Notes, Series 1995-1, Tranche A A, due September 1, 2010 (the "“Tranche A Notes"”), to be dated the date of issue, to bear interest from such date at the rate of 5.637.14% per annum, payable semiannually on the 18th first day of June each March and December September in each year (commencing June 18March 1, 20031996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after rate of 9.14% per annum from the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18September 1, 20092010, and to be substantially in the form attached hereto as Exhibit A-1; and; (ii) $40,000,000 48,500,000 aggregate principal amount of its 6.167.56% Series 2002-A Senior Secured Notes, Series 1995-1, Tranche B B, due September 1, 2015 (the "“Tranche B Notes"”), to be dated the date of issue, to bear interest from such date at the rate of 6.167.56% per annum, payable semiannually on the 18th first day of June each March and December September in each year (commencing June 18March 1, 20031996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after rate of 9.56% per annum from the due date duethereof, whether by acceleration or otherwise, until paid, to be expressed to mature on December 18September 1, 20122015, and to be substantially in the form attached hereto as Exhibit A-2. The Series 2002-A ; and (iii) $30,000,000 aggregate principal amount of 8.00% Senior Secured Notes, together with each series Series 1995-1, Tranche C, due September 1, 2020 (the “Tranche C Notes”), to be dated the date of Additional Notes which may issue, to bear interest from time to time be issued pursuant to such date at the provisions rate of SECTION 1.48.00% per annum, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest payable semiannually on the Series 2002-A Notes shall be computed first day of each March and September in each year (commencing March 1, 1996) and at maturity and to bear interest on the basis overdue principal (including any overdue required or optional prepayment of a 360-day year of twelve 30-day months. The Series 2002-A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms principal) and conditions and in the amounts and with the premium, if any, set forth and (to the extent legally enforceable) on any overdue installment of interest at the rate equal to 10.00% per annum from the due date thereof, whether by acceleration or otherwise, until paid, to be expressed to mature on September 1, 2020, and to be substantially in SECTION 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to form attached hereto as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION 8.1 unless the context shall otherwise requireExhibit A-3.

Description of Notes. (a) The Company will authorize the issue and sale of: (i) $15,000,000 21,500,000 aggregate principal amount of its 5.636.69% Series 2002-A 1998A Senior Notes, Tranche A (the "Tranche A Notes"), to be dated the date of issue, to bear interest from such date at the rate of 5.636.69% per annum, payable semiannually on the 18th twenty-first day of June and December in each year (commencing June 1821, 20031999) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 1821, 20092005, and to be substantially in the form attached hereto as Exhibit A-1; and (ii) $40,000,000 59,500,000 aggregate principal amount of its 6.166.98% Series 2002-A 1998A Senior Notes, Tranche B (the "Tranche B Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.166.98% per annum, payable semiannually on the 18th twenty-first day of June and December in each year (commencing June 1821, 20031999) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 1821, 20122008, and to be substantially in the form attached hereto as Exhibit A-2; and (iii) $19,000,000 aggregate principal amount of its 6.98% Series 1998A Senior Notes, Tranche C (the "Tranche C Notes"; and, together with the Tranche A Notes and the Tranche B Notes, the "Series 1998A Notes"), to be dated the date of issue, to bear interest from such date at the rate of 6.98% per annum, payable semiannually on the twenty-first day of June and December in each year (commencing June 21, 1999) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Overdue Rate after the date due, whether by acceleration or otherwise, until paid, to mature on December 21, 2008, and to be substantially in the form attached hereto as Exhibit A-3. The Series 2002-A 1998A Notes, together with each series of Additional Notes which may from time to time be issued pursuant to the provisions of SECTION Section 1.4, are sometimes hereinafter collectively referred to as the "Notes". (b) Interest on the Series 2002-A 1998A Notes shall be computed on the basis of a 360-360 day year of twelve 30-day months. The Series 2002-A 1998A Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in SECTION Section 2. You and the other purchasers named in Schedule I are hereinafter sometimes referred to as the "Purchasers". The terms which are capitalized herein shall have the meanings set forth in SECTION Section 8.1 unless the context shall otherwise require.