Confirmation of Acceptance
Exhibit k.25.
Confirmation of Acceptance
Reference is made to the Note Purchase and Private Shelf Agreement (as amended from time to time, the “Agreement”), dated as of December 18, 2014 between Tortoise Energy Infrastructure Corporation (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto, on the other hand. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.
Prudential or the Prudential Affiliate which is named below as a Purchaser of Shelf Notes hereby confirms the representations as to such Shelf Notes set forth in Section 6 of the Agreement, and agrees to be bound by the provisions of the Agreement applicable to the Purchasers or holders of the Notes.
Pursuant to Section 2.2(f) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
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I.
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Accepted Notes: Aggregate principal amount $60,000,000
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(A)
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(a)
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Name of Purchaser: The Prudential Insurance Company of America
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(b)
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Principal amount: $15,500,000
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(c)
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Final maturity date: June 14, 2025
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(d)
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Principal payment dates and amounts: June 14, 2025 - $15,500,000
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(e)
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Interest rate: 3.20%
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(f)
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Interest payment period: semiannually in arrears
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(g)
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Interest payment dates: June 14 and December 14 of each year, commencing 6/14/2015
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(h)
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Payment and notice instructions: As set forth on attached Purchaser Schedule
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(B)
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(a)
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Name of Purchaser: The Gibraltar Life Insurance Co., Ltd.
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(b)
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Principal amount: $14,500,000
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(c)
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Final maturity date: June 14, 2025
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(d)
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Principal payment dates and amounts: June 14, 2025 - $14,500,000
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(e)
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Interest rate: 3.20%
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(f)
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Interest payment period: semiannually in arrears
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(g)
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Interest payment dates: June 14 and December 14 of each year, commencing 6/14/2015
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(h)
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Payment and notice instructions: As set forth on attached Purchaser Schedule
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(C)
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(a)
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Name of Purchaser: The Gibraltar Life Insurance Co., Ltd.
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(b)
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Principal amount: $14,500,000
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(c)
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Final maturity date: Xxxxx 0, 0000
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(x)
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Principal payment dates and amounts: April 9, 2026 - $14,500,000
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(e)
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Interest rate: 3.27%
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(f)
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Interest payment period: semiannually in arrears
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(g)
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Interest payment dates: April 9 and October 9 of each year, commencing 10/9/2015
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(h)
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Payment and notice instructions: As set forth on attached Purchaser Schedule
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(D)
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(a)
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Name of Purchaser: The Prudential Insurance Company of America
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(b)
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Principal amount: $7,850,000
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(c)
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Final maturity date: Xxxxx 0, 0000
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(x)
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Principal payment dates and amounts: April 9, 2026 - $7,850,000
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(e)
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Interest rate: 3.27%
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(f)
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Interest payment period: semiannually in arrears
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(g)
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Interest payment dates: April 9 and October 9 of each year, commencing 10/9/2015
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(h)
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Payment and notice instructions: As set forth on attached Purchaser Schedule
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(E)
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(a)
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Name of Purchaser: The Prudential Insurance Company of America
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(b)
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Principal amount: $7,650,000
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(c)
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Final maturity date: Xxxxx 0, 0000
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(x)
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Principal payment dates and amounts: April 9, 2026 - $7,650,000
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(e)
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Interest rate: 3.27%
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(f)
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Interest payment period: semiannually in arrears
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(g)
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Interest payment dates: April 9 and October 9 of each year, commencing 10/9/2015
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(h)
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Payment and notice instructions: As set forth on attached Purchaser Schedule
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II.
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Closing Day: April 9, 2015
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III.
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Issuance Fee: None
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IV. Prudential hereby acknowledges receipt of a revised Schedule 5.15 (Existing Indebtedness as of March 20, 2015) and waives the time period for delivery requirements in Section 2.2(d) related to the information attached to the Request for Purchase.
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By
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Name:
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Title:
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Prudential Investment Management, Inc.
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By
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Vice President
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The Prudential Insurance Company of America
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By
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Vice President
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The Gibraltar Life Insurance Co., Ltd.
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By:
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Prudential Investment Management Japan Co., Ltd., as Investment Manager
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By:
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Prudential Investment Management, Inc., as Sub-Adviser
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By
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Vice President
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PURCHASER SCHEDULE
3.20% Senior Notes, Series NN, due June 14, 2025
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Aggregate
Principal
Amount of Notes
to be Purchased
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Note
Denomination(s)
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
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$15,500,000
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$15,500,000
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(1)
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All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No.: XXXXX
Account Name: Prudential Managed Portfolio
Account No.: XXXXX (please do not include spaces)
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Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
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(2)
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Address for all notices relating to payments:
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The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Manager, Xxxxxxxx and Collections
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(3)
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Address for all other communications and notices:
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The Prudential Insurance Company of America
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Managing Director, Energy Finance Group - Oil & Gas
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PS-1
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(4)
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Address for Delivery of Notes:
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Send physical security by nationwide overnight delivery service to:
Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
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(5)
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Tax Identification No.: XXXXXXX
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PS-2
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Aggregate
Principal
Amount of Notes
to be Purchased
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Note
Denomination(s)
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THE GIBRALTAR LIFE INSURANCE CO., LTD.
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$14,500,000
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$14,500,000
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(1)
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All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No.: XXXXXX
Account Name: GIBPRVHFR1
Account No.: XXXXX (please do not include spaces)
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Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
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(2)
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All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No. XXXXX
Account No. XXXXXX
Account Name: Prudential International Insurance Service Co.
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Each such wire transfer shall set forth the name of the Company, a reference to "3.20% Senior Notes, Series NN, due June 14, 2025, Security No. INV11835, PPN 89147LN@5" and the due date and application (e.g., type of fee) of the payment being made.
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PS-3
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(3)
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Address for all notices relating to payments:
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The Gibraltar Life Insurance Co., Ltd.
0-00-00, Xxxxxx-xxx
Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx
Telephone: 00-0-0000-0000
Facsimile: 00-0-0000-0000
E-mail: xxxxxx.xxxxxxxxx@xxx-xxxx.xx.xx
Attention: Mizuho Matsumoto, Team Leader of Investment
Administration Team
and e-mail copy to:
Xxx_Xxxx@xxx-xxxx.xx.xx
Xxxx.Xxxxxxxx@xxx-xxxx.xx.xx
Xxxxx.Xxxxx@xxx-xxxx.xx.xx
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(4)
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Address for all other communications and notices:
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Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Managing Director, Energy Finance Group - Oil & Gas
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(5)
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Address for Delivery of Notes:
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Send physical security by nationwide overnight delivery service to:
Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
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(6)
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Tax Identification No.: XXXXXXX
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PS-4
PURCHASER SCHEDULE
3.27% Senior Notes, Series OO, due April 9, 2026
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Aggregate
Principal
Amount of Notes
to be Purchased
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Note
Denomination(s)
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
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$15,500,000
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$7,850,000
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$7,650,000
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(1)
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All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No.: XXXXXX
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Account Name: Motorola
Account No.: XXXXXX (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $7,850,000)
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Account Name: Prudential Separate Account Group Annuity Investment Account Privates (SAGA)
Account No.: XXXXXX (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $7,650,000)
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Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
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(2)
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Address for all notices relating to payments:
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The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Manager, Xxxxxxxx and Collections
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(3)
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Address for all other communications and notices:
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The Prudential Insurance Company of America
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Managing Director, Energy Finance Group - Oil & Gas
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PS-5
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(4)
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Address for Delivery of Notes:
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Send physical security by nationwide overnight delivery service to:
Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
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(5)
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Tax Identification No.: XXXXXXX
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PS-6
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Aggregate
Principal
Amount of Notes
to be Purchased
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Note
Denomination(s)
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THE GIBRALTAR LIFE INSURANCE CO., LTD.
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$14,500,000
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$14,500,000
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(1)
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All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No.: XXXXXXX
Account Name: GIBPRVHFR1
Account No.: XXXXXXX (please do not include spaces)
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Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
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(2)
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All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
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JPMorgan Chase Bank
New York, NY
ABA No. XXXXXXX
Account No. XXXXXXX
Account Name: Prudential International Insurance Service Co.
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Each such wire transfer shall set forth the name of the Company, a reference to "3.27% Senior Notes, Series OO, due April 9, 2026, Security No. INV11835, PPN 89147LN#3" and the due date and application (e.g., type of fee) of the payment being made.
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PS-7
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(3)
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Address for all notices relating to payments:
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The Gibraltar Life Insurance Co., Ltd.
0-00-00, Xxxxxx-xxx
Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx
Telephone: 00-0-0000-0000
Facsimile: 00-0-0000-0000
E-mail: xxxxxx.xxxxxxxxx@xxx-xxxx.xx.xx
Attention: Mizuho Matsumoto, Team Leader of Investment
Administration Team
and e-mail copy to:
Xxx_Xxxx@xxx-xxxx.xx.xx
Xxxx.Xxxxxxxx@xxx-xxxx.xx.xx
Xxxxx.Xxxxx@xxx-xxxx.xx.xx
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(4)
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Address for all other communications and notices:
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Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Managing Director, Energy Finance Group - Oil & Gas
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(5)
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Address for Delivery of Notes:
|
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Send physical security by nationwide overnight delivery service to:
Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
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(6)
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Tax Identification No.: XXXXXXX
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PS-8
