Duplicate Originals, Execution in Counterpart. Two (2) or more duplicate originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by the Company and each Current Noteholder shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between the Company and you in accordance with its terms (provided that effectiveness of the Amendment shall remain subject to the provisions of Section 4.2 and Attachment C). Very truly yours, TRANSOCEAN OFFSHORE INC. By________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY By____________________________________ Name: Title: By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] ANNEX 1 CURRENT NOTEHOLDERS AND PRINCIPAL AMOUNTS ======================================================================== NAME OF CURRENT NOTEHOLDER AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Principal Mutual Life Insurance Company $20,000,000 ------------------------------------------------------------------------ Provident Life and Accident $10,000,000 Insurance Company (Note registered in the name of its nominee PEPA & CO.) ======================================================================== Annex 1-1 ATTACHMENT A AMENDMENT (S)A.1. SECTION 4 OF THE EXISTING NOTE PURCHASE AGREEMENTS IS AMENDED BY ADDING AT THE END THEREOF A NEW SECTION 4.6 TO READ AS FOLLOWS:
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Duplicate Originals, Execution in Counterpart. Two (2) or more duplicate originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by the Company and each Current Noteholder party hereto shall constitute one duplicate original. [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE.] CREDIT ACCEPTANCE CORPORATION 65 NOTE PURCHASE AGREEMENT 70 If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between the Company and you us in accordance with its terms (provided that effectiveness of the Amendment shall remain subject to the provisions of Section 4.2 and Attachment C)terms. Very truly yours, TRANSOCEAN OFFSHORE INC. By________________________________ CREDIT ACCEPTANCE CORPORATION By /s/ Richxxx X. Xxxxxxx ---------------------------------- Name: Richxxx X. Xxxxxxx Title: President and Chief Operating Officer Accepted: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO Separately Executed by each of the Following Purchasers] MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By /s/ Mark X. Xxxxx -------------------------------------------- Name: Mark X. Xxxxx Title: Managing Director UNICARE LIFE & HEALTH INSURANCE COMPANY By: Massachusetts Mutual Life Insurance Company Its Investment Advisor By /s/ Mark X. Xxxxx -------------------------------------------- Name: Mark X. Xxxxx Title: Managing Director CM LIFE INSURANCE COMPANY By /s/ MaryXxx XxXxxxxx ------------------------------------------ Name: MaryXxx XxXxxxxx Title: Managing Director CREDIT ACCEPTANCE CORPORATION 66 NOTE PURCHASE AGREEMENTS AGREEMENT NATIONWIDE LIFE INSURANCE COMPANY By /s/ Michxxx X. Xxxxxxxxxx ------------------------- Name: Michxxx X. Xxxxxxxxxx Title: Associate Vice President Corporate Fixed-Income Securities PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY By /s/ Keitx X. Xxxxxxx -------------------- Name: Keitx X. Xxxxxxx Title: Vice President ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR CENTRAL STATES HEALTH & LIFE COMPANY OF TRANSOCEAN OFFSHORE INCOMAHA By /s/ Kathx X. Xxxxx ----------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR THE CHARXXX XXXWXX XXXST COMPANY FBO GUARANTY INCOME LIFE INSURANCE COMPANY By /s/ Kathx X. Xxxxx ----------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager CREDIT ACCEPTANCE CORPORATION 67 NOTE PURCHASE AGREEMENT 72 ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR AMERICAN COMMUNITY MUTUAL INSURANCE By /s/ Kathx X. Xxxxx ------------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR CENTRAL RE CORP. & PHOENIX By /s/ Kathx X. Xxxxx ------------------ Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR LONE STAR LIFE INSURANCE COMPANY By /s/ Kathx X. Xxxxx ------------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR OZARK NATIONAL LIFE INSURANCE COMPANY By /s/ Kathx X. Xxxxx ------------------ Name: Kathx X. Xxxxx Title: Senior Portfolio Manager CREDIT ACCEPTANCE CORPORATION 68 NOTE PURCHASE AGREEMENT 73 ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR CSA FRATERNAL LIFE By /s/ Kathx X. Xxxxx ------------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR KANAWHA INSURANCE COMPANY By /s/ Kathx X. Xxxxx ------------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager ASSET ALLOCATION & MANAGEMENT COMPANY AS AGENT FOR OLD GUARD MUTUAL INSURANCE COMPANY By /s/ Kathx X. Xxxxx ------------------- Name: Kathx X. Xxxxx Title: Senior Portfolio Manager SECURITY BENEFIT LIFE INSURANCE COMPANY By /s/ Stevxx X. Xxxxxx -------------------- Name: Stevxx X. Xxxxxx Title: Assistant Vice President CREDIT ACCEPTANCE CORPORATION 69 NOTE PURCHASE AGREEMENT 74 AID ASSOCIATION FOR LUTHERANS By /s/ Alan X. Xxxxxx ------------------ Name: Alan X. Xxxxxx Title: Assistant Vice President-Securities GLOBE INDEMNITY COMPANY By /s/ Leonxxx X. Xxxxxxxxx -------------------- Name: Leonxxx X. Xxxxxxxxx, XXA Title: Vice President Manager, Fixed Income Securities Operations Royal Investment Management Company ROYAL INDEMNITY COMPANY By /s/ Leonxxx X. Xxxxxxxxx ------------------------ Name: Leonxxx X. Xxxxxxxxx, XXA Title: Vice President Manager, Fixed Income Securities Operations Royal Investment Management Company SAFEGUARD INSURANCE COMPANY By /s/ Leonxxx X. Xxxxxxxxx ------------------------ Name: Leonxxx X. Xxxxxxxxx, XXA Title: Vice President Manager, Fixed Income Securities Operations Royal Investment Management Company CREDIT ACCEPTANCE CORPORATION 70 NOTE PURCHASE AGREEMENT 75 AMERICAN & FOREIGN INS. CO. By /s/ Leonxxx X. Xxxxxxxxx ------------------------ Name: Leonxxx X. Xxxxxxxxx, XXA Title: Vice President Manager, Fixed Income Securities Operations Royal Investment Management Company NEWARK INSURANCE COMPANY By /s/ Leonxxx X. Xxxxxxxxx ------------------------ Name: Leonxxx X. Xxxxxxxxx, XXA Title: Vice President Manager, Fixed Income Securities Operations Royal Investment Management Company COMBINED INSURANCE COMPANY OF AMERICA By: Aon Advisors, Inc. By /s/ Keitx Xxxxxx ------------------- Name: Keitx Xxxxxx Title: Senior Portfolio Manager PAN-AMERICAN LIFE INSURANCE COMPANY By /s/ F. Axxxxxxx Xxxne --------------------- Name: F. Axxxxxxx Xxxnx Title: Vice President Corporate Securities CREDIT ACCEPTANCE CORPORATION 71 NOTE PURCHASE AGREEMENT 76 ANNEX 1 INFORMATION AS TO PURCHASERS PURCHASER NAME MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Name in which to register Note MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Note registration number; R-1; $8,500,000 Principal amount Payment on account of Note Method Federal Funds Wire Transfer Account information Citibank, N.A. 111 Xxxx Xxxxxx Xxx Xxxx, XX 00000 ABA # 021000000 For MassMutual Long Term Pool Account No. 4067-3488 Accompanying information Name of Company: Credit Acceptance Corporation Description of Security: 7.99% Senior Notes Due July 1, 2001 PPN: 225310 A@ 0 Due date and application (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INCas among principal, Make-Whole Amount and interest) of the payment being made: Contact name and telephone no.: Address for notices related to Massachusetts Mutual Life Insurance Company payments 1295 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attention: Securities Custody and Collection Department F 381 With telephone advice of payment to the Securities Custody and Collection Department of Massachusetts Mutual Life Insurance Company at (413) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15000-0000 Address for all other notices Massachusetts Mutual Life Insurance Company 1295 Xxxxx Xxxxxx Xxxxxxxxxxx, 2004] AcceptedXX 00000 Attention: PRINCIPAL Securities Investment Division Instructions re: Delivery of Law Department of Purchaser Notes Other Instructions Signature Block: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By____________________________________ : ---------------------------------------- Name: Title: CREDIT ACCEPTANCE CORPORATION ANNEX 1-1 NOTE PURCHASE AGREEMENT 77 PURCHASER NAME MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Tax identification number 04-1000000 XREDIT ACCEPTANCE CORPORATION ANNEX 1-2 NOTE PURCHASE AGREEMENT PURCHASER NAME UNICARE LIFE & HEALTH INSURANCE COMPANY Name in which to register Note AUER & XO. Note registration number; R-2; $3,000,000 Principal amount Payment on account of Note Method Federal Funds Wire Transfer Account information Bankers Trust New York ABA No.: 021-000-000 Account No.: 99-900-000 Ref: Unicare Life & Health Ins. Co. A/C #093381 Accompanying information Name of Company: Credit Acceptance Corporation Description of Security: 7.99% Senior Notes Due July 1, 2001 PPN: 225310 A@ 0 Due date and application (as among principal, Make-Whole Amount and interest) of the payment being made: Contact name and telephone no.: Address for notices related to Bankers Trust Company payments Attention: Private Placement Unit X.X. Xxx 000 Xxxxxxx Xxxxx Xxxxxxx Xxx Xxxx, XX 00000 Re: UniCare Life & Health Ins. Co. A/C #093381 With telephone advice of payment to Jeanxx Xxxxxx xx (818) 000-0000 Address for all other notices UniCare Life & Health Insurance Company 21550 Xxxxxx Xxxxxx 0X Xxxxxxxx Xxxxx, XX 00000 Xnstructions re: Delivery of Bankers Trust Company Notes 16 Wxxx Xxxxxx Xxxxxx Xxxxx, Xxndow 44 New Xxxx, XX 00000 Re: UniCare Life & Health Insurance Co. A/C #093381 CREDIT ACCEPTANCE CORPORATION ANNEX 1-3 NOTE PURCHASE AGREEMENT PURCHASER NAME UNICARE LIFE & HEALTH INSURANCE COMPANY Other Instructions Signature Block: UNICARE LIFE & HEALTH INSURANCE COMPANY By____________________________________ : Massachusetts Mutual Life Insurance Company Its Investment Advisor By: ------------------------------------------------------------- Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO Managing Director Tax identification number 52-0000000 CREDIT ACCEPTANCE CORPORATION ANNEX 1-4 NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. AGREEMENT 80 ANNEX 1 INFORMATION AS TO PURCHASERS (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INCCONT.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: PROVIDENT PURCHASER NAME MASSACHUSETTS MUTUAL LIFE AND ACCIDENT INSURANCE COMPANY By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] ANNEX 1 CURRENT NOTEHOLDERS AND PRINCIPAL AMOUNTS ======================================================================== NAME OF CURRENT NOTEHOLDER AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Name in which to register Note MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Note registration number; R-3; $2,750,000 Principal Mutual Life Insurance Company $20,000,000 ------------------------------------------------------------------------ Provident Life and Accident $10,000,000 Insurance Company (amount Payment on account of Note registered in the name of its nominee PEPA & CO.) ======================================================================== Annex 1-1 ATTACHMENT A AMENDMENT (S)A.1. SECTION 4 OF THE EXISTING NOTE PURCHASE AGREEMENTS IS AMENDED BY ADDING AT THE END THEREOF A NEW SECTION 4.6 TO READ AS FOLLOWS:Method Federal Funds Wire Transfer
Appears in 1 contract
Samples: Credit Acceptance Agreement (Credit Acceptance Corporation)
Duplicate Originals, Execution in Counterpart. Two (2) or more duplicate originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by the Company and each Current Noteholder party hereto shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between the Company and you in accordance with its terms (provided that effectiveness of the Amendment shall remain subject to the provisions of Section 4.2 and Attachment C). Very truly yours, TRANSOCEAN OFFSHORE THE CERPLEX GROUP, INC. By________________________________ By ---------------------------- Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS SEPARATELY EXECUTED BY EACH OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004THE EXISTING NOTEHOLDERS] Accepted: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY By____________________________________ [NAME OF EXISTING NOTEHOLDER] By ---------------------------- Name: Title: By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] ANNEX 1 CURRENT NOTEHOLDERS AND PRINCIPAL AMOUNTS ================================================================================ NOTEHOLDER NAME OF CURRENT NOTEHOLDER AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Principal THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- Name in which to register The Northwestern Mutual Life Insurance Company Note(s) -------------------------------------------------------------------------------- Note registration number; R-1; $20,000,000 ------------------------------------------------------------------------ Provident 8,250,000 Principal amount -------------------------------------------------------------------------------- Payment on account of Note(s) Method Federal Funds Wire Transfer Account information Bankers Trust Company 16 Wxxx Xxxxxx Insurance Unit - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA #0210-01033 For the account of: The Northwestern Mutual Life and Accident $10,000,000 Insurance Company Account No.: 00-000-000 -------------------------------------------------------------------------------- Accompanying information Name of Company: The Cerplex Group, Inc. Description of Security: 9.50% Senior Subordinated Notes due November 19, 2001 PPN: 15678@ AC 1 Confirmation of principal balance and due date and application (Note registered in as among principal, Make-Whole Amount and interest) of the name of its nominee PEPA & CO.) ======================================================================== Annex 1-1 ATTACHMENT A AMENDMENT (S)A.1. SECTION 4 OF THE EXISTING NOTE PURCHASE AGREEMENTS IS AMENDED BY ADDING AT THE END THEREOF A NEW SECTION 4.6 TO READ AS FOLLOWS:payment being made: -------------------------------------------------------------------------------- Address for notices related The Northwestern Mutual Life Insurance Company to payments 720 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Treasurer's Department/Securities Operations -------------------------------------------------------------------------------- Address for all other notices The Northwestern Mutual Life Insurance Company 720 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Securities Department --------------------------------------------------------------------------------
Appears in 1 contract
Duplicate Originals, Execution in Counterpart. Two (2) or more duplicate originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts thatwhich, collectively, show execution by the Company and each Current Noteholder party hereto shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between the Company and you among us in accordance with its terms (provided that effectiveness of the Amendment shall remain subject to the provisions of Section 4.2 and Attachment C)terms. Very truly yoursSMITHFIELD FOODS, TRANSOCEAN OFFSHORE INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer The undersigned hereby ratify and confirm their obligations pursuant to the Joint and Several Guaranty (as defined in the foregoing Amended and Restated Note Purchase Agreement (the “Agreement”) and consent to the amendments effected by the Agreement. CODDLE ROASTED MEATS, INC. XXXXXXXX OF SMITHFIELD, LTD. XXXXXXX’X OLD FASHIONED COUNTRY HAM, INC. IOWA QUALITY MEATS, LTD. XXXX XXXXXXX & CO. XXXXX MEAT GROUP, INC. XXXXX PACKING COMPANY NORTH SIDE FOODS CORP. PACKERLAND HOLDINGS, INC. PACKERLAND PROCESSING COMPANY, INC. PACKERLAND-PLAINWELL, INC. (f/k/a Murco Foods, Inc.) XXXXXXX XXXXXX INCORPORATED PREMIUM PORK, INC. QUIK-TO-FIX FOODS, INC. SFFC, INC. SMITHFIELD PURCHASE CORPORATION (successor by merger to Xxxxxxx’x Realty, Inc.) XXXXXXX’X COUNTRY HAMS, INC. SUN LAND BEEF COMPANY SUNNYLAND, INC. THE SMITHFIELD COMPANIES, INC. THE SMITHFIELD PACKING COMPANY INCORPORATED XXXXXX-XXXXX LLC By: Xxxx Xxxxxxx & Co., as sole member XXXXXX FARMS LLC QUARTER M FARMS LLC XXXXXXX’X FOODS OF VIRGINIA LLC XXXXXXX’X FOODS LLC CIRCLE FOUR LLC CENTRAL PLAINS FARMS LLC XXXXX’X OF CAROLINA LLC By: Xxxxxx-Xxxxx LLC, as sole member By: Xxxx Xxxxxxx & Co., as sole member XXXXX’X FARMS, LLC By: Xxxxx’x of Carolina LLC, as sole member By: Xxxxxx-Xxxxx LLC, as sole member By: Xxxx Xxxxxxx & Co., as sole member XXXXXXX’X REALTY PARTNERSHIP By: Smithfield Purchase Corporation, as general partner SMITHFIELD PACKING REAL ESTATE, LLC By: The Smithfield Packing Company Incorporated, as sole member CATTLE PRODUCTION SYSTEMS, INC. By: Packerland Holdings, Inc., as sole member SMITHFIELD-XXXXXXX’X FARMS By: Smithfield Purchase Corporation, as general partner XXXXX’X REALTY PARTNERSHIP By: Xxxxx’x Farms, LLC, its partner By: Xxxxx’x of Carolina LLC, its sole member and manager By: Xxxxxx-Xxxxx LLC, its sole member and manager By: Xxxx Xxxxxxx & Co., as sole member and By: Smithfield Purchase Corporation, its partner SMITHFIELD PACKING REALTY PARTNERSHIP By: Smithfield Packing Real Estate, LLC, its partner By: The Smithfield Packing Company, Incorporated, its sole member and manager and By: Smithfield Purchase Corporation, its partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President Accepted: XXXX XXXXXXX LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SIGNATURE 6 LIMITED By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director JPMORGAN CHASE BANK, as Directed Trustee for the AT&T Long-Term Investment Trust By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President INVESTORS PARTNER LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ANNEX 1 INFORMATION AS TO NOTEHOLDERS Current Noteholder XXXX XXXXXXX LIFE INSURANCE COMPANY Series of Note: Aggregate Principal Amount of Notes Held Series M: $26,600,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer Federal Reserve Bank of Chicago Champaign, Illinois ABA # 000-000-000 Account of BankIllinois For further credit to Xxxx Xxxxxxx Life Insurance Company Accompanying Information Name of Company: Description of Security: PPN: SMITHFIELD FOODS, INC. 8.25% Series M Senior Secured Notes due March 2, 2006 832248 E* 5 Due Date and Application (as among principal, premium and interest) of the payment being made: Address for Notices Related to Payments Xxxx Xxxxxxx Life Insurance Company 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Accounting Fax: (000) 000-0000 Address for All other Notices Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Bond & Corporate Finance Group, T-57 Fax: (000) 000-0000 Other Instructions XXXX XXXXXXX LIFE INSURANCE COMPANY By: _________________________________ Name: Title: [Tax Identification Number 00-0000000 Annex 1-1 Current Noteholder SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE 6 LIMITED Series of Note: Aggregate Principal Amount of Notes Held Series M: $1,800,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer Northern CHGO/Trust ABA # 000-000-000 Credit wire account # 5186041000 FFC: Signature 6 Account # 0000000 On order of: (See “Accompanying information” below) Accompanying Information Name of Company: SMITHFIELD FOODS, INC. Description of Security: 8.25% Series M Senior Secured Notes due March 2, 2006 PPN: 832248 E* 5 Due Date and Application (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING as among principal, premium and interest) of the payment being made: Address for Notices Related to Payments Via fax and mail to: The Northern Trust Company 000 Xxxxx Xxxxx Xxxxxx, X-0X Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Xxxxxx Xxxxxxx Fax: 000-000-0000 Address for All Other Notices Via fax and mail to: Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Bond and Corporate Finance Group, T-57 Fax: 000-000-0000 Copies of any notices regarding changes in issuer’s name, address or principal place of business or location of collateral, via fax and mail, to: Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Law Division, T-30 Fax: 000-000-0000 Other Instructions SIGNATURE 6 LIMITED By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor By: ________________________________ Name: Title: Tax Identification Number None Current Noteholder XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY Series of Note: Aggregate Principal Amount of Notes Held Series M: $1,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer Federal Reserve Bank of Chicago Champaign, Illinois ABA # 000-000-000 Account of BankIllinois For further credit to Xxxx Xxxxxxx Life Insurance Company Accompanying Information Name of Company: SMITHFIELD FOODS, INC.. Description of Security: 8.25% Series M Senior Secured Notes due March 2, 2006 PPN: 832248 E* 5 Due Date and Application (as among principal, premium and interest) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15of the payment being made: Address for Notices Related to Payments Xxxx Xxxxxxx Life Insurance Company 0000 Xxxxx Xxxxx Xxxxxx, 2004] AcceptedXxxxx 000 Xxxxxxxxx, XX 00000 Attn: PRINCIPAL MUTUAL Accounting Fax: (000) 000-0000 Address for All other Notices Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Bond & Corporate Finance Group, T-57 Fax: (000) 000-0000 Other Instructions XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: _____________________________________ Name: Title: Tax Identification Number 00-0000000 Annex 1-3 Current Noteholder JPMORGAN CHASE BANK, AS DIRECTED TRUSTEE FOR THE AT&T LONG- TERM INVESTMENT TRUST Series of Note: Aggregate Principal Amount of Notes Held Series M: $800,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information [ ] Accompanying Information Name of Company: SMITHFIELD FOODS, INC. Description of Security: 8.25% Series M Senior Secured Notes due March 2, 2006 PPN: 832248 E* 5 Due Date and Application (as among principal, premium and interest) of the payment being made: Address for Notices Related to Payments [ ] Address for All other Notices Xxxx Xxxxxxx Financial Services, Inc. 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx, Bond and Corporate Finance Dept., T-57 Fax: (000) 000-0000 with a copy to: Xxxx Xxxxxxx Financial Services, Inc. Xxxx Xxxxxxx Place 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Law Division, T-50 Fax: (000) 000-0000 Other Instructions JPMORGAN CHASE BANK, as Directed Trustee for the AT&T Long-Term Investment Trust By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE Tax Identification Number 00-0000000 Annex 1-4 Current Noteholder INVESTORS PARTNER LIFE INSURANCE COMPANY Series of Note: Aggregate Principal Amount of Notes Held Series M: $400,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information Federal Reserve Bank of Chicago Champaign, Illinois ABA # 000-000-000 Account of BankIllinois For further credit to Xxxx Xxxxxxx Life Insurance Company Accompanying Information Name of Company: SMITHFIELD FOODS, INC. Description of Security: 8.25% Series M Senior Secured Notes due March 2, 2006 PPN: 832248 E* 5 Due Date and Application (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.as among principal, premium and interest) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15of the payment being made: Address for Notices Related to Payments Xxxx Xxxxxxx Life Insurance Company 0000 Xxxxx Xxxxx Xxxxxx, 2004] AcceptedXxxxx 000 Xxxxxxxxx, XX 00000 Attn: PROVIDENT Accounting Fax: (000) 000-0000 Address for All other Notices Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Bond & Corporate Finance Group, T-57 Fax: (000) 000-0000 Other Instructions INVESTORS PARTNER LIFE AND ACCIDENT INSURANCE COMPANY By_____________:_______________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] ANNEX 1 CURRENT NOTEHOLDERS AND PRINCIPAL AMOUNTS ======================================================================== NAME OF CURRENT NOTEHOLDER AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Principal Mutual Life Insurance Company $20,000,000 ------------------------------------------------------------------------ Provident Life and Accident $10,000,000 Insurance Company (Note registered in the name of its nominee PEPA & CO.) ======================================================================== Tax Identification Number 00-0000000 Annex 1-5 EXHIBIT A1 [FORM OF SERIES M SENIOR SECURED NOTE] SMITHFIELD FOODS, INC. 8.25% SERIES M SENIOR SECURED NOTE DUE MARCH 2, 2006 No. RM-[ ] [Date] $[ ] PPN: 832248 E* 5 SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), for value received, hereby promises to pay to [ ] or registered assigns the principal sum of [ ] DOLLARS ($[ ]) on March 2, 2006 and to pay interest (computed on the basis of a 360-day year and actual days elapsed) on the unpaid principal balance thereof from the date of this Note at the rate of eight and twenty-five one-hundredths percent (8.25%) per annum, quarterly on the second (2nd) day of March, June, September and December in each year, commencing on the later of September 2, 2000 and the payment date next succeeding the date hereof, until the principal amount hereof shall become due and payable; and to pay on demand interest on any overdue principal (including any overdue prepayment of principal) and Make-Whole Amount, if any, and (to the extent permitted by applicable law) on any overdue installment of interest, at a rate equal to the lesser of (a) the Maximum Legal Rate of Interest or (b) ten and twenty-five one-hundredths percent (10.25%) per annum. Payments of principal, Make-Whole Amount, if any, and interest shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts to the registered holder hereof at the address shown in the register maintained by the Company for such purpose, in the manner provided in the Note Purchase Agreement referred to below. This Note is one of an issue of Series M Senior Secured Notes of the Company issued in an aggregate principal amount limited to Seventy-Five Million Dollars ($75,000,000) pursuant to the Company’s separate Note Purchase Agreements (collectively, as may be amended from time to time, the “Note Purchase Agreement”), each dated as of June 2, 2000, with the purchasers listed on Annex 1 ATTACHMENT A AMENDMENT thereto, and is entitled to the benefits thereof. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Note Purchase Agreement. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or in part, in certain cases without a Make-Whole Amount and in other cases with a Make-Whole Amount. The Company agrees to make the scheduled required prepayments on account of such Notes in accordance with the provisions of the Note Purchase Agreement. This Note is a registered Note and is transferable only by surrender hereof at the principal office of the Company as specified in the Note Purchase Agreement, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Note or his attorney duly authorized in writing. Under certain circumstances, as specified in the Note Purchase Agreement, the principal of this Note (S)A.1together with any applicable Make-Whole Amount) may be declared due and payable in the manner and with the effect provided in the Note Purchase Agreement. SECTION 4 The Company waives presentment, protest and demand, notice of protest, demand and dishonor and agrees to pay all costs of collection when incurred (including, without limitation, attorneys’ fees) and to perform and comply with each of the covenants, conditions, provisions and agreements of the undersigned contained in every Financing Document. Notwithstanding any provision herein or in any instrument now or hereafter securing said indebtedness, the total liability for payments in the nature of interest shall not exceed the limits imposed by the usury laws of the Commonwealth of Virginia. This Note is secured in accordance with, and entitled to the benefits of, the Security Documents. All obligations evidenced by the Note are guarantied by the Guarantors pursuant to the Joint and Several Guaranty. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL VIRGINIA LAW, EXCLUDING CHOICE-OF-LAW PROVISIONS OF SUCH COMMONWEALTH THAT WOULD REQUIRE THE APPLICATION OF THE EXISTING NOTE PURCHASE AGREEMENTS IS AMENDED BY ADDING AT THE END THEREOF LAWS OF A NEW SECTION 4.6 TO READ AS FOLLOWSJURISDICTION OTHER SUCH COMMONWEALTH. SMITHFIELD FOODS, INC. By: Name: Title:
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Duplicate Originals, Execution in Counterpart. Two (2) or more duplicate originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts thatwhich, collectively, show execution by the Company and each Current Noteholder party hereto shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the applicable acceptance on at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between the Company and you among us in accordance with its terms (provided that effectiveness of the Amendment shall remain subject to the provisions of Section 4.2 and Attachment C)terms. Very truly yours, TRANSOCEAN OFFSHORE THE HAWK GROUP OF COMPANIES, INC. By________________________________ Name: Title: ACCEPTED: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS NAME OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004PURCHASER] Accepted: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY By____________________________________ Name: Title: By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTS AGREEMENT of THE HAWK GROUP OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING COMPANIES, INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY By____________________________________ Name: Title: [SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF TRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] ANNEX 1 CURRENT NOTEHOLDERS AND PRINCIPAL AMOUNTS ======================================================================== INFORMATION AS TO PURCHASERS PURCHASER NAME OF CURRENT NOTEHOLDER AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Principal Mutual Life Insurance Company $20,000,000 ------------------------------------------------------------------------ Provident Life and Accident $10,000,000 Insurance Company (Note registered CONNECTICUT GENERAL LIFE INSURANCE COMPANY -------------- --------------------------------------------------- Name in the name of its nominee PEPA Which CIG & CO.. Subordinated Note is Registered Name in Which Warrants are registered ---------------------------------------------------------------------------------- Subordinated Note R-1 $3,327,000 Registration Number, R-2 $3,327,000 Principal Amount of Note R-3 $3,327,000 Warrant Certificate WR-1; 35,151.973 Warrants Registration Number; WR-2; 35,151.973 Warrants Number of Warrants WR-3; 35,151.973 Warrants ---------------------------------------------------------------------------------- Payment on Account of Subordinated Note Method Federal Funds Wire Transfer Account Information Chase NYC/CTR/ BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000000 OBI = [Issue Name, Private Placement Number, Description of Security with Rate and Maturity, Amount of Interest and/or Principal, the Amount of any Prepayment, the Payable Date, the Originators Contact Name and Telephone Number] ----------------------------------------------------------------------------------- Accompanying Information Name of Company: The Hawk Group of Companies, Inc. Description of Security: 12% Senior Subordinated Notes due June 30, 2005 Security Number: 42009# AA 7 Due Date and Application (as among principal, premium and interest) ======================================================================== of the payment being made: Contact Name and Phone: ------------------------------------------------------------------------------------ Annex 1-1 ATTACHMENT A AMENDMENT (S)A.1. SECTION 4 OF THE EXISTING NOTE PURCHASE AGREEMENTS IS AMENDED BY ADDING AT THE END THEREOF A NEW SECTION 4.6 TO READ AS FOLLOWS:1
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Samples: Note and Warrant Purchase Agreement (Hutchinson Products Corp)
