Duplicate Originals, Execution in Counterpart. Two 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 each party hereto shall constitute one duplicate original. Very truly yours, THE CERPLEX GROUP, INC. By ---------------------------- Name: Title: [SEPARATELY EXECUTED BY EACH OF THE EXISTING NOTEHOLDERS] Accepted: [NAME OF EXISTING NOTEHOLDER] By ---------------------------- Name: Title: ================================================================================ NOTEHOLDER NAME THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- Name in which to register The Northwestern Mutual Life Insurance Company Note(s) -------------------------------------------------------------------------------- Note registration number; R-1; $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 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 (as among principal, Make-Whole Amount and interest) of the 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 that, collectively, show execution by each 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 acceptance at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between us in accordance with its terms. Very truly yours, THE CERPLEX GROUP, INC. CREDIT ACCEPTANCE CORPORATION By ---------------------------- /s/ Richxxx X. Xxxxxxx ---------------------------------- Name: Richxxx X. Xxxxxxx Title: [SEPARATELY EXECUTED BY EACH OF THE EXISTING NOTEHOLDERS] President and Chief Operating Officer Accepted: [NAME OF EXISTING NOTEHOLDERSeparately Executed by each of the Following Purchasers] By ---------------------------- Name: Title: ================================================================================ NOTEHOLDER NAME THE NORTHWESTERN 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 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 OMAHA 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 The Northwestern Mutual Life Insurance Company Note(s) -------------------------------------------------------------------------------- Note MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Note registration number; R-1; $8,250,000 8,500,000 Principal amount -------------------------------------------------------------------------------- Payment on account of Note(s) Note Method Federal Funds Wire Transfer Account information Bankers Trust Company 16 Wxxx Citibank, N.A. 111 Xxxx Xxxxxx Insurance Unit - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 ABA #0210-01033 # 021000000 For the account of: The Northwestern Mutual Life Insurance Company MassMutual Long Term Pool Account No.: 00. 4067-000-000 -------------------------------------------------------------------------------- 3488 Accompanying information Name of Company: The Cerplex Group, Inc. Credit Acceptance Corporation Description of Security: 9.507.99% Senior Subordinated Notes due November 19Due July 1, 2001 PPN: 15678@ AC 1 Confirmation of principal balance and due 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 The Northwestern to Massachusetts Mutual Life Insurance Company to payments 720 Xxxx Xxxxxxxxx 1295 Xxxxx 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 XxxxxxxxxXxxxxxxxxxx, 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) 000-0000 Address for all other notices Massachusetts Mutual Life Insurance Company 1295 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attention: 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: Managing Director Tax identification number 52-0000000 CREDIT ACCEPTANCE CORPORATION ANNEX 1-4 NOTE PURCHASE AGREEMENT 80 ANNEX 1 INFORMATION AS TO PURCHASERS (CONT.) PURCHASER NAME MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Name in which to register Note MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Note registration number; R-3; $2,750,000 Principal amount Payment on account of Note Method Federal Funds Wire Transfer
Appears in 1 contract
Samples: Note Purchase 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 each party hereto shall constitute one duplicate original. [Remainder of page intentionally blank; next page is signature page.] If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between us in accordance with its terms. Very truly yours, THE CERPLEX GROUPXXXXXX FOODS, INC. By ---------------------------- Name: Title: [SEPARATELY EXECUTED BY EACH OF THE EXISTING NOTEHOLDERS] Accepted: [NAME OF EXISTING NOTEHOLDERPURCHASER] By ---------------------------- Name: Title:
ANNEX 1 INFORMATION AS TO PURCHASERS ANNEX 1 INFORMATION AS TO PURCHASER (Cont.) NOTE PURCHASE AGREEMENT Annex 1-1 NOTE PURCHASE AGREEMENT Annex 2-1 ANNEX 2 PAYMENT INSTRUCTIONS AT CLOSING NOTE PURCHASE AGREEMENT Annex 3-1 ANNEX 3 INFORMATION AS TO COMPANY AND SUBSIDIARIES ANNEX 2 INFORMATION AS TO COMPANY AND SUBSIDIARIES (Cont.) NOTE PURCHASE AGREEMENT Annex 3-1 NOTE PURCHASE AGREEMENT Annex 4-1 ANNEX 4 INFORMATION AS TO BUSINESS COVENANTS FORM OF NOTE EXHIBIT A FORM OF NOTE XXXXXX FOODS, INC. 6.69% SENIOR NOTE DUE DECEMBER 28, 2005 No. R-[_] PPN: ================================================================================ NOTEHOLDER NAME THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- Name 443782 A# 4 $[________] December 28, 1995 XXXXXX FOODS, INC. (the "Company"), a Delaware corporation, for value received, hereby promises to pay to [______] or registered assigns the principal sum of [______] DOLLARS ($[______]) on December 28, 2005 and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance hereof from the date of this Note at the rate of six and sixty-nine one-hundreds percent (6.69%) per annum, payable monthly in which arrears on the twenty-eighth (28th) day of each calendar month in each year, commencing on the later of January 28, 1996 or the first interest payment date following the date of this Note, until the principal amount hereof shall become due and payable; and to register The Northwestern Mutual Life Insurance Company Note(spay on demand interest on any overdue principal (including any overdue partial payment of principal) -------------------------------------------------------------------------------- Note registration number; R-1; $8,250,000 Principal amount -------------------------------------------------------------------------------- Payment and Make-Whole Amount, if any, and (to the extent permitted by applicable law) on account any overdue installment of Note(sinterest (the due date of such payments to be determined without giving effect to any grace period), at a rate per annum equal to the lesser of (a) Method Federal Funds Wire Transfer Account information Bankers the highest rate allowed by applicable law or (b) the greater of (i) eight and sixty-nine one-hundredths percent (8.69%), or (ii) two percent (2%) per annum in excess of the prime rate of interest of Xxxxxx Guaranty Trust Company 16 Wxxx Xxxxxx Insurance Unit - 0xx Xxxxx Xxx Xxxxin New York City as publicly announced and in effect on the first day of each calendar month, Xxx Xxxx 00000 ABA #0210-01033 For the account of: The Northwestern Mutual Life Insurance Company Account No.: 00-000-000 -------------------------------------------------------------------------------- Accompanying information Name from month to month. Payments 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 (as among principal, Make-Whole Amount Amount, if any, and interest) interest shall be made in such coin or currency of the United States of America as at the time of payment being madeis 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 (defined below). This Note is one of an issue of Notes of the Company issued in an aggregate principal amount limited to Fifty-Five Million Dollars ($55,000,000) pursuant to the Company's separate Note Purchase Agreements (collectively, as amended from time to time, the "Note Purchase Agreement"), each dated as of December 28, 1995, with the purchasers listed on Annex 1 thereto, is entitled to the benefits thereof and subject to the terms thereof, and the terms of which are incorporated herein by reference. Capitalized terms used herein and not defined herein have the meanings specified in the Note Purchase Agreement. As provided in the Note Purchase Agreement, (i) a portion of the principal of this Note must be repaid (and will become due and payable) prior to the stated maturity hereof, (ii) all or a portion of the principal of this Note may be repaid at the option of the Company (and will, on the exercise of such option, become due and payable) prior to the stated maturity hereof and a Make-Whole Amount may be due in connection therewith, and (iii) all of the principal of this Note (together with any applicable Make-Whole Amount) may, under certain circumstances, be declared due and payable in the manner and with the effect provided in the Note Purchase Agreement. This Note is a registered Note and is transferable only by surrender thereof 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 its attorney duly authorized in writing. THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. XXXXXX FOODS, INC. By: -------------------------------------------------------------------------------- Address for notices related The Northwestern Mutual Life Insurance Company Name: Title: FORM OF SUBSIDIARY GUARANTY EXHIBIT E FORM OF SUBSIDIARY GUARANTY GUARANTY THIS GUARANTY (as amended from time to payments 720 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxtime, XX 00000 Attention: Treasurer's Department/Securities Operations -------------------------------------------------------------------------------- Address for all other notices The Northwestern Mutual Life Insurance Company 720 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxthis "Guaranty"), XX 00000 Attention: Securities Department --------------------------------------------------------------------------------dated as of [_______ __, ____], by [____________] (together with its successors and assigns, the "Guarantor"), a[n] [__________] corporation, in favor of each of the holders of Notes (as defined below).
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 that, collectively, show execution by the Company and each party hereto 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, THE CERPLEX GROUP, TRANSOCEAN OFFSHORE INC. By ---------------------------- By________________________________ Name: Title: [SEPARATELY EXECUTED BY EACH SIGNATURE PAGE FOR AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTS OF THE EXISTING NOTEHOLDERSTRANSOCEAN OFFSHORE INC. (FORMERLY KNOWN AS SONAT OFFSHORE DRILLING INC.) IN CONNECTION WITH ITS 6.90% SENIOR NOTES DUE FEBRUARY 15, 2004] Accepted: [NAME OF EXISTING NOTEHOLDER] By ---------------------------- 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 NAME THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- Name in which to register The Northwestern AGGREGATE PRINCIPAL AMOUNT OF NOTES HELD ======================================================================== Principal Mutual Life Insurance Company Note(s) -------------------------------------------------------------------------------- Note registration number; R-1; $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 20,000,000 ------------------------------------------------------------------------ Provident Life and Accident $10,000,000 Insurance Company Account No(Note registered in the name of its nominee PEPA & CO.: 00) ======================================================================== Annex 1-000-000 -------------------------------------------------------------------------------- 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 ATTACHMENT A AMENDMENT (as among principal, Make-Whole Amount and interest) of the 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 --------------------------------------------------------------------------------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:
Appears in 1 contract
Duplicate Originals, Execution in Counterpart. Two 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 each party hereto shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding among us in accordance with its terms. Very truly yours, THE CERPLEX GROUPHAWK GROUP OF COMPANIES, INC. By ---------------------------- By_____________________________ Name: Title: ACCEPTED: [NAME OF PURCHASER] By__________________________ Name: Title: [SEPARATELY EXECUTED BY EACH SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT of THE HAWK GROUP OF THE EXISTING NOTEHOLDERSCOMPANIES, INC.] AcceptedANNEX 1 INFORMATION AS TO PURCHASERS PURCHASER NAME CONNECTICUT GENERAL LIFE INSURANCE COMPANY -------------- --------------------------------------------------- Name in 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: [NAME OF EXISTING NOTEHOLDER] 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
ANNEX 1 INFORMATION AS TO PURCHASERS (CONT.) with a copy to Chase Manhattan Bank, N.A. Private Placement Servicing P.O. Xxx 0000 Xxxxxxx Xxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CIGNA Private Placements Fax: (212) 000-0000/0005 -------------------------------------------------------------------------------- Address for All other Notices CIG & Co. 900 Xxxxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Attention: Private Securities Division (S-307) Fax: (203) 000-0000 -------------------------------------------------------------------------------- Signature Page Format CONNECTICUT GENERAL LIFE INSURANCE COMPANY By ---------------------------- Name: Title: CIGNA Investments, Inc. By___________________________ -------------------------------------------------------------------------------- Tax Identification Number 13-3000000 ================================================================================ NOTEHOLDER ANNEX 1 INFORMATION AS TO PURCHASERS (CONT.) ============================================================================================ PURCHASER NAME THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- CIGNA MEZZANINE PARTNERS III, L.P. -------------------------------------------------------------------------------------------- Name in which to register The Northwestern Mutual Life Insurance Company Note(s) -------------------------------------------------------------------------------- Which CIG & CO. Subordinated Note registration numberis Registered Name in Which Warrants are registered -------------------------------------------------------------------------------------------- Note Registration Number, R-4 $20,019,000 Principal Amount of Subordinated Note WR-4; R-1211,514.081 Warrants Warrant Certificate Registration Number; $8,250,000 Principal amount -------------------------------------------------------------------------------- Number of Warrants ---------------------------------------------------------------------------------------------- Payment on account Account of Note(s) Subordinated Note Method Federal Funds Wire Transfer Account information Bankers Trust Company 16 Wxxx Xxxxxx Insurance Unit - 0xx Xxxxx Xxx XxxxInformation Chase NYC/CTR/ BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000000 OBI = [Issue Name, Xxx Xxxx 00000 ABA #0210-01033 For Private Placement Number, Description of Security with Rate and Maturity, Amount of Interest and/or Principal, the account of: The Northwestern Mutual Life Insurance Company Account No.: 00-000-000 -------------------------------------------------------------------------------- Amount of any Prepayment, the Payable Date, the Originators Contact Name and Telephone Number] -------------------------------------------------------------------------------------------- Accompanying information Information Name of Company: The Cerplex GroupHawk Group of Companies, Inc. Description of Security: 9.5012% Senior Subordinated Notes due November 19June 30, 2001 PPN2005 Security Number: 15678@ AC 1 Confirmation of principal balance 42009# AA 7 Due Date and due date and application Application (as among principal, Make-Whole Amount premium and interest) of the payment being made: -------------------------------------------------------------------------------- Contact Name and Phone: -------------------------------------------------------------------------------------------- Annex 1-3 ANNEX 1 INFORMATION AS TO PURCHASERS (CONT.) ================================================================================ PURCHASER NAME CIGNA MEZZANINE PARTNERS III, L.P. ------------------------------------------------------------------------------- Address for notices related The Northwestern Mutual Life Insurance Company Notices Related CIG & Co. to payments 720 Payments c/o CIGNA Investments, Inc. 900 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxXxxxxxxx XX 00000-0000 Attention: Securities Accounting S-206 with a copy to Chase Manhattan Bank, XX N.A. Private Placement Servicing P.O. Xxx 0000 Xxxxxxx Xxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Treasurer's Department/Securities Operations -------------------------------------------------------------------------------- CIGNA Private Placements Fax: (212) 000-0000/0005 ------------------------------------------------------------------------------- Address for all All other notices The Northwestern Mutual Life Insurance Company 720 Notices CIG & Co. 900 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxXxxxxxxx, XX 00000 Xxxxxxxxxxx 00000-0000 Attention: Private Securities Department --------------------------------------------------------------------------------Division (S-307) Fax: (203) 000-0000 ------------------------------------------------------------------------------- Signature Page Format CONNECTICUT GENERAL LIFE INSURANCE COMPANY By CIGNA Investments, Inc. By_______________________________ -------------------------------------------------------------------------------- Tax Identification Number 13-3000000 ================================================================================
Appears in 1 contract
Samples: Senior Subordinated Note and Warrant Purchase Agreement (Hutchinson Products Corp)
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 each party hereto shall constitute one duplicate original. If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart hereof and returning such counterpart to the Company, whereupon this Agreement shall become binding between us in accordance with its terms. Very truly yours, THE CERPLEX GROUPLITTELFUSE, INC. By ---------------------------- By: _________________________ Name: _________________________ Title: _________________________ The foregoing is agreed to as of the date hereof. PRINCIPAL LIFE INSURANCE COMPANY By: ___________________________________ Name: Title: [SEPARATELY EXECUTED BY EACH OF THE EXISTING NOTEHOLDERS] AcceptedNATIONWIDE LIFE INSURANCE COMPANY By: [NAME OF EXISTING NOTEHOLDER] By ---------------------------- ___________________________________ Name: Title: ================================================================================ NOTEHOLDER NAME THE NORTHWESTERN MUTUAL AMERICAN FAMILY LIFE INSURANCE COMPANY -------------------------------------------------------------------------------- By: ___________________________________ Name: Title: TMG LIFE INSURANCE COMPANY By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: BENEFICIAL LIFE INSURANCE COMPANY By: ___________________________________ Name: Title:
ANNEX 1 ANNEX 1 INFORMATION AS TO PURCHASERS Principal Amount of Name in which and Address of Purchaser Notes to register The Northwestern Mutual be Purchased PRINCIPAL LIFE INSURANCE COMPANY $26,900,000 (general account note) 000 Xxxx Xxxxxx $1,500,000 (general account note) Xxx Xxxxxx, XX 00000-0000 $4,600,000 (separate account note) Attention: Investment Department - Securities Division Ref: Bond No. 61760 All notices with respect to the Notes, except with respect to payment, should be sent to the address above. All notices with respect to payments on the Notes should be sent to: Principal Life Insurance Company Note(s000 Xxxx Xxxxxx Xxx Xxxxxx, XX 00000-0000 Attention: Investment Accounting - Securities [Telefacsimile: (000) -------------------------------------------------------------------------------- Note registration number; R-1; $8,250,000 Principal amount -------------------------------------------------------------------------------- Payment on 000-0000 Confirmation: (000) 000-0000] Ref: Bond No. 61760 All payments with respect to the two general account Notes are to be made by a wire transfer of Note(s) Method Federal Funds Wire Transfer Account information Bankers Trust Company 16 Wxxx immediately available funds to: Norwest Bank Iowa, N.A. 0xx & Xxxxxx Insurance Unit - 0xx Xxxxx Xxxxxxx Xxx XxxxXxxxxx, Xxx Xxxx XX 00000 ABA #0210No.: 073 000 228 For credit to Principal Life Insurance Company, Account No.014752, Reference: OBI PFGSE(S)B0061760() Tax Identification Number: 00-01033 0000000 All payments with respect to the separate account Note are to be made by a wire transfer of immediately available funds to: Norwest Bank Iowa, N.A. 0xx & Xxxxxx Xxxxxxx Xxx Xxxxxx, XX 00000 ABA No.: 073 000 228 For the account ofcredit to Principal Life Insurance Company, Separate Account No.032395, Reference: The Northwestern Mutual OBI PFGSE(S)B0061760() Tax Identification Number: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to be Purchased NATIONWIDE LIFE INSURANCE $13,000,000 COMPANY Xxx Xxxxxxxxxx Xxxxx Xxxxxxxx, Xxxx 00000-0000 Send notices and communications to: Nationwide Life Insurance Company Account No.Xxx Xxxxxxxxxx Xxxxx (0-00-00) Xxxxxxxx, Xxxx 00000-0000 Attention: 00Corporate Fixed-Income Securities Wiring Instructions: The Bank of New York ABA #000-000-000 -------------------------------------------------------------------------------- Accompanying information Name of CompanyBNF: 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 (as among principal, Make-Whole Amount and interest) of the payment being made: -------------------------------------------------------------------------------- Address for notices related The Northwestern Mutual IOC566 F/A/O Nationwide Life Insurance Company Attn: P & I Department PPN# 537008 B * 4 Security Description: Littelfuse, Inc. 6.16% Senior Notes due September 1, 2005 All notices of payment on or in respect to payments 720 the security should be sent to: Nationwide Life Insurance Company x/x Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxx Xxxx PO Box 19266 Attn: X & X Xxxxxxxxxx Xxxxxx, 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 --------------------------------------------------------------------------------With a copy to:
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